Record keeping and related items
Recordkeeping
An association must make sure the following records are kept:
- an up to date version of the rules;
- a list of the names and address of people who are office holders under the rules of the
association, including committee members, any trustees, and those authorised to use the
common seal; - accounting records which correctly record and explain the financial transactions and position
of the association, in such a manner that enable true and fair accounts to be prepared and for these accounts to be conveniently audited; and - an up to date register of all members, including their residential or postal addresses.
In relation to the last dot point, some members of an association may have concerns about their
name and address being made available to other members. It is therefore a good idea to let people know about this requirement when they apply to become a member of an association (see, for example, the suggested Membership Application Form included with the model rules). If there are particular concerns about privacy, for example for junior members of a sporting association, and such “members” are prepared to forgo their rights under the Act, you may wish to create a separate category for them, for example “players” rather than members. That way their addresses would not be available to other members through the association. If you have concerns generally about members’ privacy you can contact the Federal Office of the Privacy Commissioner.
Except for those association records which members have a right to access under the Act (see
Members’ rights and responsibilities), members’ access to association records is generally dealt with under an association’s rules. As a result access should be based on what the majority of members have approved, although specific arrangements may need to be made for confidential materials such as any staff or client files.
It is important to remember that an incorporated association should not be run as if its committee
is a “secret society”. If the availability of information to ordinary members, such as access to
committee minutes or financial accounts, is restricted without good reason, this tends to create
mistrust and tension.
Minutes
Although not a specific requirement under the Act, it is very useful to keep minutes of all association meetings, whether general, committee or sub-committee meetings. These minutes can provide protection for individuals who act on the decisions of the association by providing evidence that they acted on the association’s directions. In particular this could assist individual volunteers gain protection under the Volunteers (Protection from Liability) Act 2002, which transfers liability for a volunteer’s actions to the association in certain circumstances.
A good process for making sure that the minutes are accurate is to:
- Make sure that someone is nominated to take the minutes. Generally this will be the
association’s Secretary and that responsibility will be allocated in the association’s rules; - Keep a record of proceedings during the meeting. It is important that the minutes record any resolutions or decisions made at a meeting. It is up to the association whether it also wants minutes kept of any discussion.
- Make sure that attendances and any apologies are noted. This is usually done at the beginning of a meeting, although if people leave early or arrive late it is a good idea to also
keep a note of this in the minutes. - Present previous minutes for approval. Often draft minutes for the previous meeting will be
circulated in advance of the next meeting, giving people time to consider whether the minutes accurately reflect their recollection of the meeting. The minutes should be presented for approval at the next meeting of a similar kind; for example, minutes of a special general meeting should not be approved by the committee but at the next general meeting. Annual general meeting minutes are usually tabled at the next annual general meeting for approval. Members should be given the opportunity to propose corrections to the minutes or to seek to have additional details of what occurred recorded, and these can be allowed or disallowed on the vote of people who attended the previous meeting. Minutes should be approved on the basis that these are a correct record of the meeting. - Identifying the approved minutes. After any approved changes to the minutes have been noted, it is a good idea to have an office-bearer for the association sign that the minutes are
the approved minutes of the meeting. If the rules of the association don’t allocate this
responsibility, generally it is the Chairperson at the meeting where the minutes are approved who would sign and date the minutes. The Chairperson also should initial any amendments
and state that the minutes have been approved as a correct record of the meeting. - Keeping the approved minutes. It is useful to keep the approved minutes in one place so that these can be easily accessed. This may be dealt with in the association’s rules, and associations sometimes have a “minutes book” or file. It might be useful for your records if
originals or copies of any correspondence or other documents tabled at the meeting also are kept as attachments to the official minutes.
Common Seal
Associations are required to have a common seal and these are available from rubber stamp
manufacturers and most footwear repair places. This is a stamp which shows the association’s
name, and logo if it has one, and is equivalent to a formal “signature” by the association used on
formal documents such as funding contracts and land title transfers.
It is important to keep the common seal in a secure place and it is generally a good idea to limit the use of the common seal in the association’s rules by requiring that the stamp only be used if the committee formally resolves to “affix” it to a document, and by nominating only specific officeholders who are allowed to use it. For associations incorporated after July 1988, Schedule 1 of the Act requires that the rules specifically provide for the custody and use of the common seal.
Certificate of Incorporation
This is the certificate which is issued when the association is first incorporated or if an association changes its name. It is important that the certificate is kept in a safe place because it is evidence of the association’s corporate status and can be required, for example, when applying for funding grants.
If you can’t locate the certificate, an association can apply to have a duplicate issued by this department by writing to us on letterhead paper or with the common seal affixed to the letter, and with the applicable fee. (Refer to the Schedule of Fees)
Recordkeeping and the Department
Unlike other states, there is no requirement under the Western Australian Act that associations
submit annual returns to this department. It is important however, that associations maintain
adequate records of their operations, particularly financial records, as in certain circumstances the department can direct that association records be provided to the department or that the association undergo a financial audit. Failure to comply with the department’s directions may be a criminal offence.