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Chapter 8: Record-keeping and decision making

Why is record keeping important?

Record keeping is essential to good governance. Maintaining detailed, complete, and accessible records is a key practice that will help your organisation:

  • comply with its legal obligations
  • manage risk, including financial risk
  • protect the organisation and its officers against false allegations or scrutiny
  • increase transparency and accountability
  • make efficient decisions
  • meet the expectations of members. 

Types of records organisations are required to keep include:

There are many records that must be kept by organisations, including financial, member and officer records. These records are covered in detail in our e-learning modules on annual returns, notifications of change and officer and related party disclosures. There are also fact sheets on our website that address records.
 

 
     
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Useful Tip: The RO Act contains a list of records that must be kept

The above is only a small portion of key records that must be kept, please see the RO Act and the records to be kept fact sheet for more information.

Further information regarding the types of records organisations are required to keep and the provisions of the RO Act regarding providing access to records can be found in our fact sheet on records to be kept by registered organisations

 

Providing access to records

The RO Act requires organisations provide access to their records in some circumstances. This is a minimum level of access. For transparency reasons, your organisation can make records more widely available in a controlled manner.
It is important to allow controlled access to records to ensure:

  • version control and record integrity - you do not want unauthorised changes being made to records
  • records are updated as necessary or if found to be incorrect
  • transparency and accountability, helping members and officers to understand who has made what decisions
  • privacy requirements are being met
  • future decisions build on existing foundations.

Records can be kept for many reasons and in many ways. Your organisation may consider an electronic record keeping system, retention and destruction, indexing or posterity.

 

 

Strategies to improve record keeping 

Since record keeping is such a critical function, good governance processes can be built around it, as can electronic and training systems. As an organisation you should routinely consider: 

  • maintaining an electronic records management system
  • policies and procedures that account for confidentiality and privacy principles
  • creating templates for things like procurement proposals that set a clear structure and an expectation of the level of detail required
  • ensuring that all records are written with clear, plain language and avoid industry jargon or complex language so that they can be clearly understood
  • conducting regular internal audits of record keeping practices
  • adopting consistent record keeping practices across branches
  • providing records management training to new officers and staff
  • making the organisation’s policies and procedures easily accessible to all officers and staff
  • making the register of material personal interests, related parties or conflicts easily accessible to all officers who may need to report their material personal interests or make disclosures.

 

 

     
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Useful Tip: Good records protect the organisation

Transparent records can protect the organisation and its officers from internal and external allegations of misconduct. 

The ROC has been able to quickly evaluate concerns when supplied with strong internal records and avoid costly and time consuming investigations or litigation.

 

Why historical records matter to current situations

It’s important to recognise that a record, once generated, needs to be kept front-of-mind. Things like conflict of interest and related party registers are critical records that must be maintained and monitored for how they impact current decision making processes.

This means your records must be easily searchable and able to be relied upon to remind your organisation of these risks.

Historical records can also be used to explain current liabilities, assets or governance structures. 
 

Types of decisions

One of the most important records an organisation can keep are records relating to decisions. This includes:

  • what decision was made
  • who made it
  • who is responsible for undertaking any actions
  • how was the decision made. 

Good governance has taught us that how a decision is made, and who by, are equally important as what decision was made.

The RO Act makes it clear that every officer who makes a decision is responsible for that decision. To avoid the risk of allegations or scrutiny, it’s vitally important to keep a record of every decision made, including who made it, how it was made, any alternative options that were considered and the reasons for the decision.
 

 

Meetings, decisions and special majorities: how decisions are made

Many key decisions organisations make are required to be made at meetings. While your organisation’s rule book may allow you to make some decisions outside of a meeting, make sure you are always aware which ones must be made at a meeting.

If you have a decision that must be made at a meeting, the meeting must be a valid meeting. For information about the requirements of meetings please see our fact sheets on conducting meetings and duties of officers

Your records around that decision should include enough information to determine whether the meeting was valid.  You could have a minute template that captures notice, quorum and other mandatory requirements. This will make recording this information habitual and easy to find later.

If your decision can be made outside of a meeting following a process laid down by your rules, make sure the records of the decision demonstrate that process was correctly followed. Pay attention to who is able to start the process, what method must be used and any timeframes.

Some decisions are required to have special majorities, for instance changes to the rule book. In this case, your record of the decision should record whether the special majority was achieved.

 

 

Resolutions: what decisions are made

Decisions are made by the passing of a resolution. All resolutions must be clearly worded so that everyone understands what the decision relates to. Resolutions are records of decisions that were made, so it is important that they can be clearly understood by someone in the future looking through historical records. 

It is vital that resolutions are recorded in the minutes with the exact wording used in the meeting. This is because they are evidence of important decisions made by the organisation. 

If changes are made to the wording before the committee approves it this must be clearly recorded, and you may wish to record why the change was made.
 

 

Authority and exclusions: who makes decisions

Not only must officers make fully informed decisions in the best interest of their members, they must ensure that they are acting within their own authority. Rulebooks contain duties for each officer, and empower them to make certain decisions. An officer can only legitimately make a decision within the scope of their own power.

Additionally, once an officer has a conflict they may not be able to make a decision.

Records around your decisions should:

  • list who was present to make a decision
  • who was absent or had excluded themselves
  • whether there were restrictions under the rules to making the decision 

Organisations can take steps to train their officers in their individual responsibilities and powers under the rules. This can be done as part of induction training or as refresher training following a re-election. Additionally, as powers remain with the office, internal briefing documents or policy documents can specify this information without a change of office making it redundant.

If your organisation uses forms, you can include information on who can complete those forms, or electronic restrictions if digital, and who can approve them. 

Minutes of meetings

Minutes of meetings are very important records that must be clear, complete and accurate. Minutes may protect your organisation against false allegations or in circumstances where decisions are later brought into question.

 
     
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You must keep a minute book (s 141(b))

An organisation’s rules must require it to keep minute books which record the proceedings and resolutions of committee of management meetings.

(Minutes may also be stored electronically).

 

To ensure clear, consistent and timely meeting minutes, an organisation can:

  • encourage feedback on minutes and any corrections
  • capture key concepts of discussion, rather than word for word dictation
  • have a second person confirm they match any hand taken notes – discrepancies between the first and final minutes can cause issues when questions are raised about meeting business
  • designate someone to take the minutes and be responsible for getting them circulated
  • require minutes are circulated soon after the meeting while memories are fresh
  • have a minute template which, in addition to meeting validity, considers
    • acceptance of the previous minutes
    • conflicts of interest
    • what resolutions were made
    • what resolutions were NOT made
    • any debate or changes to resolution
    • dissent
    • people who removed themselves from the meeting
    • important questions.

 
     
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Useful Tip: Joske’s Law & Procedure at Meetings

Joske’s Law & Procedure at Meetings is a useful resource for detailed information about meeting procedures and requirements 

 

Further resources

Conducting meetings fact sheet
ROCpod episode 13 holding meetings
 

Go back to:
Good Governance Guide introduction

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Next chapter 9: 
Disclosing information for ORP statements