Kate H: Oh boy, oh boy, oh boy. I am so excited about this episode because this episode is all about you, dear listener, and responding to the questions that you've sent to us.

Kate M: It is very exciting, Kate, and I've got the first question here. Liz writes that their club secretary takes the minutes, but he's also the one who gets into the most arguments at meetings. The minutes never quite reflect what actually happened. She asks, what can we do?

Kate H: Well, I think the thing is that technology has overtaken us. We used to rely on the secretary to take minutes, all of the time, and they really needed to make sure that they were listening to what everyone said. But nowadays there are some really, really affordable devices or apps that you can subscribe to that will allow you to record the minutes and that will provide you with a summary.

Kate M: They're amazing. I've been using them in some of my client meetings. Absolutely extraordinary. Really helpful.

They're really accurate too. Yeah.

Kate H: Well, for the first time, instead of having to worry about listening and taking notes at the same time, you can actually just participate in the meeting and then write up the minutes afterwards. Now what you do have to understand is that you need to use your judgment. You can't just rely on an AI summary to give you a set of minutes. You need to, you know, actively go in and edit those minutes so that they adequately reflect what was said at the meeting or a summary of the meeting. And we're going be talking about that in our Smarter Meetings series, about how to take good minutes.

So it does mean there's no work left, but it does mean that a lot of that grunt work has been taken out.

Kate M: So it makes it easier for the secretary taking the minutes, but this question Kate was particularly about the minutes not reflecting what was said. So I guess this committee would need to be concerned that in editing those notes provided by AI, the secretary isn't still manipulating the minutes in a way that means that they still don't reflect what was actually discussed or decided in the meeting. So I think part of the answer there is that the other committee members need to be bold and say that they want some amendments to the minutes because they're not reflecting what was actually discussed or decided at the meeting.

Kate H: Yeah, absolutely. I think that that's a different issue and one which is really important because if you can't rely on your secretary's judgment in summarising the meeting so it does give a true and accurate record of what was discussed, then I think you've either got to, as you say, be bold and question it or realise that you need a different person to be secretary.

Kate M: Exactly, exactly.

Kate H: Because it's an art, you know, being able to accurately summarise a meeting so that you are not transcribing it and saying every word, but so that you get a sense of what was said. I mean, these are the historical records of your organisation.

You want somebody in ten years' time, if they had to look back at that particular meeting, to be able to get a sense of what was going on and understand what was going on. It's sort of like a little time capsule.

Kate M: So for our listener Liz who sent that question in, watch this space because there's an episode coming up. I can't remember what episode it is, but it's coming up soon and that will be all about minutes and that will be very helpful for you.

Kate H: I've got a question here which is a really interesting one and one we sort of touched on in one of our previous episodes. Says one of our committee members never reads the agenda or papers before the meeting. They ask the same questions every time. Can we actually require people to prepare?

Kate M: Kate, go. And I think I know what you're going to say.

Kate H: Well, I mean, the thing is that yes, you put it in your job description. It is a requirement of the committee that everybody who sits around that table does preparation, because that's what makes the committee meetings go properly. Now what happens if somebody absolutely refuses to do it and just constantly comes without any preparation? I think that's where the chair has to step in. I agree.

The chair has to sit down with that person, get them aside, have a cup of coffee, say, look, you're letting the team down, and basically say you've got two choices. You know, one is to step up or the other is to step away.

Kate M: Well said. Great answer. What about this one, while we're talking about the chairperson? So another listener has asked us a question. The listener says, we passed a motion three months ago, and the chairperson hasn't acted on it. He says he disagrees with the decision. Can he do that?

Kate H: Oh, well, that's nasty one because it's the chair which makes it really difficult. But no, he can't. The thing is, it is the committee acting with one voice that makes the decisions. It's not any individual. And just because this person is chairperson doesn't mean that they can override the decision of the committee.

If the motion has been moved and passed, then that is the decision of the committee and it has to be acted upon.

Kate M: So whether it's a chairperson or any other committee member, if it's a decision of the committee, then it has to be acted on.

Kate H: Yeah, absolutely. Absolutely. So now the problem is what do you do as a committee if you have a chairperson who isn't cooperating? Basically a very similar thing to our last question.

You need to get them aside and I think the appropriate people to do that are the people on the executive. So your treasurer, your secretary, your vice president, I think probably at least two of the above because you're talking to the chair. And I think you need to say, look, you know, we all know that you didn't like that decision, but just because you didn't like it doesn't mean that we can't move forward with it. So again, read them the Ride Act and if they can't fulfil their duties as a chair, then they have to go. That's why the deputy chair is there.

Kate M: Exactly. Exactly. Just a quick note on that. So not every organisation has an executive, but you're right. It's that key group of people, call it the office bearers, whatever you want, but the people who are in those very serious roles on the committee, they're the ones that need to do that, that tap on the shoulder and say, yep. We need to have a chat.

Kate H: Yeah. Absolutely. Because as you say, the chairperson does not have the power to override the committee's decision. They might disagree with it, but just like everyone else any other time, speak with one voice and get on with implementing the decision.

Kate M: And if you don't really like it, then you need to get off the committee. Absolutely. And of course the thing is that if you have somebody who is really and just simply won't listen to you, then you act on it yourself.

Kate H: You know, you don't have to wait for the chair that you have the authority. So, you know, if you have a staff person, you can instruct that staff person to act on it. If it is just the rest of the office bearers, you have the authority to act, and you do so, because that's what the committee has decided.

Kate M: So another question, Kate, is about quorums. So a listener says, our constitution states we need a quorum of seven for our committee meetings, but we can barely get five people there. Are our decisions legal?

Kate H: No.

Kate M: Correct. No. There is only one answer for that one. That's a super short one. No. There are not.

You cannot make legally binding decisions if you do not meet the quorum. So whether it's a quorum stated in your constitution or the quorum also stated in your meeting procedure, you have to meet that quorum before you can make legally binding decisions. So as a matter of urgency, you need to address that. You've got two choices. Either you can fill out the committee so that you have enough people to meet your quorum responsibilities, or you need to

Kate H: go back to your constitution and change the quorum. And if you're doing that, you might also be looking at your numbers on the committee because if you've got a quorum of seven, that would suggest to me that you've got a committee of at least 13. Yes, which is too big. Because the quorum is generally 50% plus one. Now 13 people is too many people to have on your committee and that means your So quorum is too have a look at that.

You need to take those decisions to the members and look at the quorum you have there as well to make sure that they that they, that you can make those legal decisions. But, no, anything that you decide at a meeting without a quorum, not valid.

Kate M: So, speaking of going to the members, there is a question from Joe who asks, what happens if a candidate refuses to supply a candidate statement? So this is obviously in the lead up to the annual general meeting. So the the committee or the returning officer, the secretary, has in the nomination pack, I assume, and that's we've covered that in previous episodes. Everybody has been asked to provide a candidate statement if they are nominating for a position on the committee. So if someone refuses, what, Kate, can be done about that?

Kate H: Well, if they haven't met the requirements that are stated either in the constitution or referred to in the constitution, it could be as easy as saying there will be a process as decided by the committee from time to time, which is one of my favourite lines in the constitution, or in the committee charter or in the bylaws, then yes, you can refuse that nomination. You can say that they haven't complied with the requirements. Now, slightly trickier if you don't have those requirements officially in your constitution or your bylaws.

Kate M: For me it's super easy. For me you tell the members that the person did not supply a candidate statement. So in the pack, on the website, wherever it is that you're providing the candidate statements from all of the nominees, you say none supplied.

Kate H: Yeah, absolutely. That is the way to go about it. That's right.

Kate M: So let the members make their own judgment about why somebody isn't prepared to tell the members what they bring to the committee table or what they want to achieve in their time on the committee. It's very black and white for me. Needless to say, I wouldn't be voting for them.

Kate H: Well, no. And I mean, if somebody can't be bothered to put together a candidate statement, why the hell do they want to be on the I mean, it's a lot more work to do that than to put 500 words together. So I think, you know, these are the types of standards that you have to quite realistically expect from your committee members and your potential committee members. You know, they can't just take it as, oh, well, I feel like coming and getting the stale sandwiches once a month.

Kate M: Oh, stale sandwiches. Yuck. I'm not coming to your committee meetings.

Kate H: Well, I can organize some iced Vovos.

Kate M: Oh, iced Vovos rock. Have you ever made them? Because for listeners who don't know, Kate and I both love cooking. We absolutely love cooking. Iced vovos, have seen recipes for, but I have not made.

Have you?

Kate H: No. I have not. I'm afraid ice vovos are they're very pretty, but they're not my favorite. Yeah. Right.

Tell me how to make a tim tam and I'm with you.

Kate M: Tim Tam's straws. Very Australian.

Now another question about committee members. This one is about sharing confidential information. So Oh. The listener says a committee member has been sharing confidential information with members outside of the committee. What are our options?

Kate H: Again, you need to be having that conversation. It's the chair's role to take that committee member aside and say that it is not acceptable. Now hopefully you have a confidentiality policy.

That should be part of the nomination pack and the induction pack that you give to every committee member and it will have their obligations. Now you might wish to give this person a warning, maybe they didn't read it properly, maybe they weren't aware, but if that behaviour continues, that person you then have grounds to dismiss that person from the committee.

Kate M: Yeah, absolutely. And you know, they may also be breaching the code of conduct. If you have a meeting procedure, there could be sections of that they're breaching as well. So that is clearly a breach of your internal rules and needs to be addressed. Now another question, Kate.

This one's a little bit different. So this listener says they've been running a fundraising raffle for twenty years. So someone has just told us we need a license or we're breaking the law. They asked, do we? Do we need a license?

And they're located in South Australia, our home state, so we're both very familiar with laws here. So what sort of answer would you like to give them? A three letter answer or a two letter answer? The question is are we breaking the law?

Kate H: Well Kate actually it's a five letter word, it's maybe. And that's because every state has different limits on the value of the raffle before you need to have a permit. So in South Australia the total value of the raffle, that means all of the prizes, can be up to $5,000 So if that's what you have, if it's just like a really simple little raffle at a quiz night or something like that, no you don't need to get a permit. But you do need to comply with all of the other requirements which includes not allowing committee members or people directly involved to actually buy tickets. Be careful about the age of the people selling tickets because they do have to be adults or under adult supervision.

Other states have much better limits. I think Queensland is up to $50,000 you can have in a raffle without needing to get a permit. But here it's only $5,000 But if you want to have a look at that and wherever you are in the country there's a good site called the Fundraising Directory, go to there, and that has the rules state by state of what you need to do to hold a raffle. So, hope that answers the question.

Kate M: Now another question. Someone has nominated for the committee but half the oh, yes. We need to help them with this one quickly. But half the current members don't want them elected because of a personal conflict from a few years ago. Can the committee reject the nomination?

Kate H: No.

Kate M: I agree.

Kate H: If it has been properly made, no you can't. And what it comes down to, is what we were talking about so often in previous episodes about diversity, diversity of opinion. Now if somebody doesn't want somebody elected because of a personal conflict, maybe it was a disagreement or maybe it was a difference in perspective, that is not a good reason not to allow them to nominate for the committee.

Kate M: Well, not even not a good reason. It's not a valid reason.

Kate H: No, indeed. So, no, you can't reject nomination for that reason. You know, sunlight is the best disinfectant, as they say. Yes. And it'll probably do the committee good.

Kate M: Yes. So and if it doesn't, well, it's democracy in action. And thankfully, the term of office isn't likely to be more than one year or perhaps two years. So at the next election, if that isn't working well, well, the members will know what to do.

Now I have another question, and this one, I've certainly seen this situation a number of times, whether it's this particular position or a diff a different one. But this is from someone who says, we're a small sporting club and our treasurer has just resigned with no notice. They're not even coming to the next meeting. We have no idea what's in the accounts or where anything is. What do we do first?

Kate H: Oh, after you've cried?

Bex and a lie down? Yeah.

Kate M: Bex and a lie down. A tea then get people around the table. It's a nasty situation, and unfortunately it does happen more than you might think of.

Kate H: Exactly. And of course one of the problems is that you haven't done your work beforehand to make sure that this situation doesn't arise.

Kate M: I'm looking like the little noddy dog that people used to have in the back of their cars, you know, noddy, noddy, noddy.

Kate H: Yeah. Yeah. I mean, look, if you are doing your bookkeeping in house, which it looks like this person is, because if you were having your bookkeeping done elsewhere, then you'd be able to access those records straight through the accountant or the bookkeeper who's doing them. But if they're being done in house and there is a gatekeeper, so just one person who has access to all of that information, then you are running an enormous risk of this exact thing happening.

Kate M: So I think there's a couple of things there as well. So they're small, so chances are that stuff is all being done in house. The treasurer has resigned with no notice, so something's happened, either, there's been some kind of personal

Kate H: Clash.

Kate M: Issue or something like that. Well, might be that or it might just be something in the treasurer's life, but they've resigned without notice.

Clearly there's not much in the way of advanced planning, no succession planning because that's a critical position. You don't want that position left empty for long. But when the club says we've got no idea what's in the account, so that sounds like there's not been regular reports coming to the committee so that needs to be addressed. And they say they don't know where anything is. So their question is what do we do first?

So I think the thing that they need to do first is have the chairperson and probably the secretary together immediately contact the treasurer and say, we need to organize a handover of the records as a matter of priority. And so the club needs to get the records back in the club's hands, and then they need to have someone with some skill look at that, make sure that things are alright. But then they've got to deal with bank accounts and all of those things. The thing is you can't leave it. You have to get onto this really, really, really quickly.

You can't have a gap in that really critical role in the organisation. So start by organising the handover.

Kate H: Yeah. Organize the handover. It also reads like they don't have, two signatories on their bank accounts.

Kate M: Quite possibly.

Kate H: Quite possibly. Because if only the treasurer, knows where the accounts are, then they're probably the only person who's operating it. And sort of good governance 101 is that you always have multiple signatories on your accounts. If for some reason the treasurer has gone completely off the grid and you can't find them at all, the thing to do is to contact the bank because then you'd be able to present your credentials and at least get access to the accounts and the accounting records as far as they go in terms of your bank. At least you could do a bank reconciliation.

Kate M: And so it's get the records back in the hands of the club first, urgently, like that's a today, tomorrow job. Yesterday. And then after that, the next job is to decide who's going to be in charge of those things in the very short term. And then the third job is to recruit for a new treasurer whilst also getting some assistance to get that infrastructure in place in the committee to manage those roles better.

Kate H: Absolutely. So that you have a proper process for your financials. Because remember, you're dealing here with other people's money. This is the member's money.

So you can't be sort of laissez faire about it, and she'll be right, and, oh, you know, Bert's a good bloke. He does it nicely. You know, you have to have proper processes in place.

Kate M: Now, Kate, the next question is one that was asked in one of the panel sessions at the Clubs SA Women in Clubs event that we both attended a few weeks back. Fantastic event. First one in South Australia. Really, really good opportunity for women to get together. Lots of governance questions came up.

But this one had, you know, I think a 150 people in the room all going, yes. This is you know, like clapping and cheering going, yes. Best question ever. So this woman asked off the panel, how do you move a club forward without offending the past?

Kate H: And that is a really tricky one, because you need to be acknowledging the effort and the, you know, input of all of the people who have made the club what it is today. But also recognising that to move forward sometimes you need to be going in a different direction, that you need to be getting in new people, getting in new perspectives, all of that type of thing. We did mention at some stage, Kate, that there's nothing so past as a past president. But the question here is how do you do it without offending the past?

Kate M: The other observation I would make from my experience is that clubs that are in a regular review and planning cycle find this much easier to do. It's when you don't plan regularly. So if your club doesn't have a strategic plan, your association doesn't have a strategic plan, then the first one is always the hardest, particularly if you do need to make some significant changes. But if you are regularly planning as we'll be covering in future episodes, then it's much easier to both respect the past because you're always carrying it with you. You're not there's not this kind of stop start planning that makes it so much more complex and sensitive and walking on eggshells.

So that's the reason that you and I both in our work are always encouraging associations to regularly planning. You can continue to move forward with small steps but always moving forward. If you need to make a little sideways step then that's okay. It's much easier to do than in a position where you've got no plans in place and you want or need to make significant changes.

Kate H: Yeah, the other thing that links into that as well is when we were talking about term limits for your committees and making sure that there is succession planning and making sure that there is diversity on those committees. These situations can become tricky when you've had maybe a president who's been there for twenty years, twenty five years, where you've had really no movement on the committee for a long time and as a result the club or the association can seem to be either standing still or even going backwards because it needs that new blood, it needs the fresh perspectives, it needs all of that renewal. So bake your renewal into your systems. Bake it into your term limits so that nobody can stay on the committee for too long. Bake it into your office bearer term limits so that nobody can be president for decades and decades.

I think, you know, the planning aspect of it and the structural aspect of it mean that you're not faced with that really difficult transition that can sometimes leave some people behind with a really bad taste in their mouths.

Kate M: So I think you've been peeking at the questions, Kate, because a question from Simon, says, we've had the same president for eleven years. He says, she's not doing a bad job, but nothing ever changes. How do we move her on without causing a war? So, Simon, press the little rewind button on your podcast listener device thingy, and listen again to what Kate said because I absolutely 100% agree about baking all of those things in and making planning a priority for your association every single year.

Kate H: Yeah. I also think there's something to be said too, Kate, and this is not just a plug for us, but there's something to be said...

Kate M: I don't know about that, Kate. I think we can give ourselves a plug. It's our podcast.

Kate H: Oh, okay. Suppose we can. Yeah. But there is something to be said when you're faced with this type of situation to have a governance review done, have a governance health check done. Because somebody from the outside comes in and says, oh gee, you don't have term limits. You don't have a renewal process. You don't have a succession process. You don't have a plan. This is what we recommend. That can promote change, that can prompt change because then the committee has something to hang their hat on.

The rest of the committee can say, oh well we've got these people in, you know, and we've got their expert advice and we would be foolish not to follow it. So having that other perspective, that review or health check or whatever you want to call it, be a really valuable tool if you are stuck in the situation that Simon finds himself.

Kate M: Thank you, Kate. That is an excellent answer, and I am giving you loud applause. Now listeners, dear listeners, if The Committee Room has helped you in any way, please leave us a review on our Facebook page or wherever you get your podcasts because your reviews help us to share the committee love further. The show notes from this episode and the free downloads from our earlier episodes are at thecommitteeroom.com.au, which is where you can also leave questions for future episodes. And you'll get the links to Kate's committee companion, to my book, Just a Tick, and you'll get the links to, our website where if you do want one of those governance health checks that Kate has just so beautifully spoken about, that link also is at thecommitteeroom.com.au.

Kate H: Now next week Kate we have something really, really exciting because it is the final or finale in our Great People, Great Committees, series. And we are going to be stepping back in time Are we? To the French Revolution to celebrate Bastille Day with lessons to be learned about succession planning and performance reviews. And you never know, heads might roll.

Kate M: Until then, I'm Kate McPhee.

Kate H: And I'm Kate Hartwig.

Kate M: And this has been The Committee Room. Don't forget,

Kate H: you don't need good luck if you've got good governance.