Pine Rivers, Caboolture and Redcliffe Group Training Scheme Inc & Ors v Group Training Association Queensland & Northern Territory Inc

The respondent was an incorporated association which consisted of members who were called “Group Training Organisations” or “GTOs”.  Those GTOs competed with each other to provide apprentice and training services to third parties.  Two of the appellants were members of the association’s management committee.  They sought orders under s 72 of the Associations Incorporations Act (“AIA”) that they were entitled, in the capacity as members of the management committee, to inspect and take copies of identified business documents of the association.  The question on the appeal was whether “a member of an incorporated association has a legally enforceable right under rules of the association which vest management of the association in a management committee to insist that the association permit management committee members to inspect and make copies of the association‘s documents for the purpose of fulfilling their duties to the association”?  The appellants were concerned as to the manner in which the association had been dissipating government funding to various GTOs and had sought production of financial documents relating to the disposition of that money to two particular projects.  In holding that the appellants were entitled to inspect the documents in question, the Court considered the authorities concerning the rights of company directors to inspect and copy documents for the purposes of the performance of their directors’ duties.  It was observed that such rights existed at common law and were not dependent upon the existence of statutory rights.  It was also noted that similar principles were applied by analogy in favour of persons charged by or under a statute with the management of corporations, statutory bodies, trade unions and government authorities.  The Court held that members of the management committee of incorporated associations would have the same rights as those other persons and those rights might be enforced under the AIA.  The right to inspect and copy documents was said to arise from the terms of the provisions of the AIA which contemplated incorporated associations which engaged in substantial financial transactions and that such associations would have management committees, the members of which would need to have access to the association’s documents for the purposes of carrying out their functions.  It was also said to arise from the fact that the characteristics of incorporated associations were substantial similar to the characteristics of companies.  In the result it was determined that members of a management committee of incorporated associations owe fiduciary duties to carry out their functions in the best interests of the association and access to documents was necessary to perform that duty.  In the result the Court ordered that the two committee members should have access to the documents in question.