Kate H: Welcome to The Committee Room. As you can tell by our different intro music, this is another one of our, your questions answered episodes, and we have got some doozies for us today. Lots of curly questions that we can't wait to weigh in on. I'm Kate Hartwig, Kate one.

Kate M: And I'm Kate McPhee, Kate two. We help small time poor volunteer led committees run better meetings, make better decisions, and build stronger structures and systems with less stress and less mess. Now before we get into your questions, Kate, and my questions because I've got some from listeners too, quick note before we start. This podcast is for general information, everyone, on best practice governance for small to medium associations. We're gonna talk about some stuff today that's pretty close to some legally complicated situations.

But just to make it very clear, this podcast is not legal advice.

Kate H: Well said, Kate. So let's get going.

Kate M: So, Kate, our first question is from a listener who says, a committee member has been sharing confidential information with members outside the committee. They want to know what are the committee's options.

Kate H: Okay. I'm assuming they don't have a naughty corner to put this particular committee member into because they have definitely been naughty. Now what you need to do is look at your constitution, look at your code of conduct in your job descriptions, and I think you will find somewhere that it very clearly says that there is a policy of confidentiality on what happens at committee meetings. If we've said it once, we have said it about a million times. What goes on in the committee room stays in the committee room. It's a place for rigorous debate where you can share your views, you can disagree, but once you step out of the Committee Room, you speak with one voice. So by talking to members out of school, you are being divisive, You are really damaging the culture of the organization, and you need to be hauled up.

Kate M: So working against the best interests of the organization. Now I don't know if this organization has a confidentiality policy. It sounds like they possibly don't. But, you know, ideally, you'd have those three things together, wouldn't you? You'd have the constitution, which says everybody has to act in the best interest of the organization.

You'd have the code of conduct that you just mentioned, Kate, and you'd have a confidentiality policy that makes it clear what information cannot be shared outside the organisation or outside the committee. What can they do with this person?

Kate H: Okay. So I think that you probably have a sliding scale of escalation. In the first instance, the president or chairperson, potentially the vice president, secretary as well, should have a confidential chat with this person. Invite them for a well maybe not even invite them for a coffee because that's a little bit too informal. I would actually be calling them into the office and saying we need to have a talk about this.

It's come to our attention that this is happening. We draw your attention to the confidentiality policy if you have it, hopefully you do, or just the general, you know, conduct that is expected of a committee member. Now it could be that that's all you need to do. But you would then keep a very careful eye to see whether the behaviour was repeated. And if it was repeated, then you would trigger the formal disciplinary actions that are specified in your constitution.

Kate M: And possibly in your code of conduct as well. I'm doing my noddy dog thing here. Nod, nod, nod, nod, nod for the listeners who can't see me. I'm agreeing with everything that Kate's saying.

Kate H: Yeah. I think it's one of those things. You just can't have it. It is the one thing that is absolutely guaranteed to be divisive and to really start to damage the reputation and the standing of the committee. It's, you know, if you want to have factions, that's the way to do it.

So I'd say informal, warning, basically, and then you implement those procedures, which could lead to the dismissal of that person as a committee member. Yep.

Kate M: Yep. So take it seriously and act quickly. Now our next question, this listener says that the AGM is coming up, and they only have enough nominees to fill the committee positions. There are no choices at all. So the listener asks, is that a valid AGM?

Kate H: Absolutely. In fact, it happens a lot more often than, than you might think. Unfortunately. Quite often. You will only have enough nominees to fill those vacancies or to fill those positions, in which case you don't have to have any sort of election at all. You simply announce that you had, sufficient nominees to fill the vacancies. They are all declared elected.

Kate M: And sometimes that's a good thing, and sometimes it's not such a good thing, is it? It just it really depends on the the organization, the committee, the times, the mood, the culture. But by law, if you have enough nominees to to fill the committee, then as as you say, Kate, there will be no election. There is no choice. That's the number of people that step forward, and that's it.

Kate H: Yes. Now if you don't have enough nominations to fill those positions, you still will go to the AGM and announce that those positions have been filled. And if you're clever, what you'll do is announce casual vacancies that will be filled by the committee down the track. What you don't want to do if you can possibly avoid it is call for nominations from the floor. And I think this is something that we have said several times also because you just never know what you're gonna get.

I think the other thing to say about elections, there tends to be competition at elections for either very, very well run and popular associations where people want to contribute or for organisations that are experiencing some difficulty or are having some problems with the membership, then you get a whole pile of people wanting to come on board and fix it. Where you have an organisation that is, you know, just it's bumbling along, it's doing quite well, everybody's comfortable, that's when you tend to see less people vying for those committee positions. It's not a bad thing, but I'd watch it if it happens for too long because it can mean that the organisation is atrophying.

Kate M: Yes. Yes, I agree. There's simply there's just not enough movement, not enough action, not enough life in the organisation.

Kate H: That's right. Absolutely. So watch it, you know. It's fine. It doesn't affect your AGM, but if it happens too often and you're just finding that it's the same people over and over and over again with no competition, then you've got to really have a look at how healthy the culture of your organisation is.

Kate M: Yep. Okay. Next question. This is from Hugo. So this listener says, we don't have a delegations register.

Our manager, who's been with the club for six years but doesn't have a formal job description, has been signing contracts with suppliers and a catering company without committee approval. The manager says the chairperson has seen the contracts, and that's enough. So our listener says, so the rest of the committee has not seen any of the contracts despite asking for them. Should we be concerned? Well, I'm gonna jump in there, Kate, and go. Abso-bloody-lutely, you should be concerned.

Kate H: Concerned, I think, is is, is too petty a word for this situation. You should be absolutely terrified of what's going on because this is where you have a manager that is out of control, and this is why you absolutely need to have those delegations policies in place. You need to be very clear on what matters are reserved for the Committee and can only be decided by the Committee.

And frankly, into any sort of significant contract is one of those things that should be reserved for the committee or very carefully delegated maybe to the president and the treasurer. But certainly, if it's any sort of significant contract, it should not be delegated to to the manager without oversight from the committee.

Kate M: Hear. Hear. Totally agree. The other thing in here that's concerning me is the the bit about the manager who's been there for six years who doesn't have a formal job description. Oh, Hugo, you need to get onto that.

You need to get onto that very quickly. That's not okay.

Kate H: I think the thing too, Kate, is that if the manager doesn't have a formal job description, would you imagine that the committee have formal job description?

Kate M: Possibly not. Any organisation that has an employee without a job description and also does not have a delegations register really is taking enormous risk, and they need some help with those massive gaps in their governance.

Kate H: This is a a disaster waiting to happen. So, we would say to Hugo, get onto it straight away.

Kate M: Yep.

Kate H: Absolutely. Call us. Call somebody. Call anybody.

Kate M: Call for help. Press the red button.

Kate H: Call for help. Put up the bat signal. Absolutely.

You need a you need a superhero to come along and sort this all out.

Kate M: Oh, there's a couple of committee questions coming up, Kate. So I think, sort of whole of committee questions. I think we'll deal with those next. Now this listener says, at the last AGM, a person who had only been a member for a few weeks was nominated by someone the committee was in dispute with and was elected.

Kate H: So this committee obviously has a nomination process where a a nominee has to be nominated by another member or another two members or something like that. And they've been nominated by somebody who is in dispute with the committee. Well, that does not bode well.

Kate M: Well, it doesn't. So they then go on to say, this new person was only ever interested in pushing for a particular result for the dispute, which is now settled. So dispute's done and dusted. He hardly ever turns up to meetings, and he contributes nothing. How do we stop this happening again?

So Okay. To that process about choosing who puts their hand up to be elected to the committee.

Kate H: I would be really interested in how this person was elected. Were they elected through a nomination process and voting prior to the AGM? My suspicion would be that somebody got up at that meeting and said, I nominate this person and hands up and suddenly that person that nobody knew is on the committee. If it didn't, if that person was properly nominated and properly elected, well, you can't stop that. You can't stop somebody being nominated.

You can't stop them being elected. That's perfectly fine. However, the listener says that he hardly ever turns up to meetings and he contributes nothing. Now I would be interested to know whether they are marking him as an apology for those meetings or whether they're marking him as absent.

Kate M: I'd definitely be marking him as absent if I was taking the minutes. Absent.

Kate H: Exactly. Because almost every constitution will have a provision that says that if you are absent from more than three meetings without an excuse, then you can be removed from the committee. So again, as so often is the case, Kate, we should be going back to the constitution and having a look at what provisions are there about a committee member who just isn't doing their job.

Kate M: Hear. Hear. Right. Next question. This one's a quickie.

The answer might not be, but this one's a quickie. If a vote of no confidence in a committee is carried, do the committee members have to resign?

Kate H: Now it might surprise people to know that, no, they do not. In fact, it surprised me not that long ago when this, question came up in one of our episodes. But, no, they do not have to resign. They may choose to do so, but they don't have to. What the vote of no confidence really does is put them on notice.

Yes. That they need to act to address the concerns of the membership or they're not gonna be elected again. I think that's where it comes to. And it's a very uncomfortable situation for that committee to be in. Uncomfortable, but not irredeemable.

If the committee doesn't sulk and go into the corner and and say it's not fair or something like that. If the if that committee actually takes it on board, seeks out some real information about why members are unhappy, and actually does something to address it, communicates that to the members and says, we hear you, we understand what it is that you want, and this is what we're doing to fix it, then you never know. They might actually survive to fight another day.

Kate M: The other point about this is that it is only if an organization's constitution gives members the power in the constitution to remove committee members at a general meeting that they can actually be removed. So most constitutions do not carry that power. I certainly wouldn't recommend that that they do. I think that's a way it's a very dangerous precedent to set. So if, as you say, the vote of no confidence in a committee is carried, then that puts the committee members on notice.

But they do not have to resign unless a constitution gives the members the power to remove them.

Kate H: And that, of course, opens up an enormous can of worms because if the committee are removed, who are you committee? That means that you basically have to put in a new, ticket of candidates on the night that nobody knows.

Kate M: And what could possibly go wrong there?

Kate H: What could possibly go wrong there? And would it be possible that the members who are bringing the motion of no confidence actually have a ticket of people ready to step on board?

Kate M: Yeah. What's I that look that was a fairly strong possibility.

Kate H: So bottom line, if there's a vote of no confidence, no. The committee members don't have to resign, but they do have to absolutely take on notice that there are some things that they need to be paying more attention to. Yes.

Kate M: In this one, Kate, the paid manager of this association wants the committee members to sign a confidentiality agreement. Now, apparently, the paid manager has called this a nondisclosure agreement, and our listener wants to know, can they refuse?

Kate H: A nondisclosure agreement about what?

Kate M: Well, precisely.

Kate H: This is very interesting. So the paid manager wants the committee member to sign a confidentiality agreement. Well, I mean, as we said in a previous answer, what goes on at a committee meeting is covered by confidentiality in any case. So one has to assume from this that this NDA that the manager wants the committees to sign has to be broader than simply what happens at a committee meeting. I don't like it, Kate.

Don't like it. Think it smells to high heaven and I would be absolutely refusing to sign it and I would be absolutely trotting off to the local solicitor and saying what do you reckon about this? We don't often say go off to the solicitors but sometimes it is the right thing to do and on something like this I would be getting an expert to have a look at what he's proposing, and I would be very concerned.

Kate M: I would be too. And and certainly if it's something that hasn't even been brought to the committee first of all for discussion and for the committee to agree on the need for it and the terms for it, then absolutely I wouldn't wouldn't wanna see it. Again, going back to what we said earlier, I would I would urge every organization to have a confidentiality policy that should provide enough protection for the organization and the committee, to make it clear about what information can't be disclosed. But a confidentiality agreement and a agreement that is just going way too far because it sounds like it's trying to stop the committee from being able to have the full and frank discussions that it needs to have. That's what it's there for.

Kate H: Yes. On the nose. On the nose, we we we don't want to, we don't wanna do that at all.

Kate M: Okey doke. Now, oh, this is one that that you wanted to raise, Kate, that came out of a workshop a couple of weeks ago. This was the one about, if somebody wants to make an amendment constitution that's been taken to the AGM. Do you wanna just give us the the the backstory on that?

Kate H: Yes. Well, we were doing a a little seminar on constitutions, and the question came up that if we take a new constitution to a special general meeting or an annual general meeting as required and the members at that meeting say we want to make a change to the new constitution that's being presented, can they do that given that it didn't appear on the notice of motion? It's a tricky one but I think basically the answer is no, you can't. The reason that there is a notice of motion is so that every member knows what is going to be discussed at the meeting and has the opportunity to comment or attend the meeting to have their say. If they are not given that opportunity, then I believe that that is actually breaching the rules for how you have to go about it.

If the meeting aren't prepared to pass the constitution as put in the notice of motion, then the motion fails. So more work needs to be done, and then it needs to be represented to the members.

Kate M: Yep. And that's that would exactly be my view too. If it was a if you were just making a correction to a typo, so, you know, if you put the minimum number of members shall be six and the maximum shall be 10, for the the number of members on the committee, but, you know, there was a typo and instead of 10, it read a 100, then, yes, that's you would you would make that that correction. That's fine. It's a bit like when there's a a correction for the minutes.

You know? You should contact the secretary beforehand and go, hey. I just note there's an error just drawing it to your attention so that that can be corrected. Whereas if you want to make a change, you know, as a change that's going to substantially alter the intent of a clause or a number of clauses, that's an entirely different thing. So I agree.

No. That couldn't be that couldn't be put at the meeting because the rest of the membership hasn't had an opportunity to, to know about it, to have a view about it, and then to vote on that. But, Kate, here's a here's a sub a sub question. What if you were just making changes to a number of clauses? You weren't doing a full replacement of your constitution.

If somebody wanted to amend just one of the clauses that was being proposed for change, could you do what what would the situation there be?

Kate H: Well, think the situation there would be slightly different. I think that you could take rather than taking that, raft of clauses in one motion, you would look at them individually and it may be that you had say six changes to the constitution, five of them passed the meeting, one is in dispute. If that doesn't pass, then it doesn't pass. You can't just change it to something else and put it in. But what you could do is say, well these five changes were all passed, this one was not carried and therefore if we want to amend that we will have to re present it to another meeting. But I think also the way to minimise chance of this happening, to try and avoid all of this, is to make sure that you have advised the members that there's a constitutional amendment or a constitutional replacement coming up.

You have put on your website or sent out to your members a copy of the proposed new constitution well before you send out your notice of meeting. So that you maybe send it out if you notice a meeting in say twenty one days, maybe you put it up on the website two months before and say we've got a period of three or four weeks that we are opening it for member submissions. But any of your comments can be lodged and will be taken into consideration before a final version is included in the notice of meeting. That way you give everybody an opportunity and if there is something as seemed to be the case with this one, that there was a number of members that we're just not comfortable with this particular clause, that could be amended prior to it going into the notice of motion and hopefully avoid all of this situation happening. So again, it's preparation, isn't it?

Kate M: Yes. Was just about to say, so the lesson here is don't leave anything until the last minute.

Kate H: No. No. That is definitely the case. Okay. We have another question here from Susie.

Now she writes that she has been asked to join a committee of an advocacy group at the next AGM, and she wants to know how to decide whether to say yes or no. And I think this is actually a far curlier question than it might seem at first glance. And I also happen to know that you have a whole checklist on this in your book, Just a Tick. Kate,

Kate M: I well, not actually in the book. It's not in the book. So, for people who have bought a copy of my book, here's shameless plug, Just a Tick, a best practice guide for committees and boards of management, there's a link in there to a series of downloads that I've made, and I made one called should I join this committee? And in that, we talk through, a range of things. So first of all, we say, you know, consider your motives.

What's in this for you? So the little checklist goes through things like you want to help the organization solve a problem or reach a goal or you wanna stay active or, you know, you want social connection. There's a range of things there. So think about what's in it for you, what are your motives, and the benefits. Right?

What are the benefits that you get from being on a committee? Because there are plenty of benefits. Even though we talk, in our podcast about, you know, quite a lot of challenges, there are plenty of benefits, you know, from sharpening your skills through to increasing confidence and developing new skills. So think about the motives for you. Think about the benefits for you.

And then importantly, the checklist talks about doing your due diligence and understanding what it is that you are actually potentially signing up for. Then, you know, think about the organization's health. Is it in good nick or not? Think about its culture. And again, there are some prompts there that can help you do that.

And then try and understand what this might mean for you, how personally exposed you might be. So some organizations carry quite a lot of risk. Others don't. An advocacy organisation, I think you said for Susie, that's probably not a lot of risk, but some organisations carry a lot more risk. So you need to know what that might mean for you.

And then once you've thought through all of those questions, then you can confirm whether or not it's a good fit. And the answer by then is usually pretty obvious.

Kate H: It's all about fit. It's all about whether this is an organisation that you share principles with, whether it's one that's going to provide you with some benefits in some way that you can contribute effectively to it, and that you're not signing up for something that you really don't know about. And I think also check on what is the information that you're able to glean from that association and what is the information that they have actively provided to you. I mean has somebody said, hey, we'd love you to join, here's a package of information that shows you all about the club. Or is it, you know, we'd love you to join. Come along to the AGM and I'll nominate you.

Kate M: That's right. And and in that case, the answer for me would be, thank you for that offer, but I need a lot more information before I can take this any further. And look. You might do your homework and decide that you are quite interested in this, but not at this time.

Or you are very interested, but there are some things that you need either more information about or that you need done differently before you're able to say yes. So the main point is certainly don't ever say yes straight away. Don't if you've got any interest at all on the organization, don't say no straight away. But, you know, take yourself through a bit of a structured process to do your homework, to do your due diligence, and then make up your mind.

Kate H: I think that's very good advice Kate. Everyone should do that. Speaking of shameless plugs Kate, I note that a number of the questions today were about annual general meetings and also about constitutions And I think we should let our listeners know that you and I, through our joint venture Fresh Allsorts, have just developed a new tool called the Constitution Composer and this is something that we are now gonna be offering to all sorts of associations who want a custom made harmonious well written constitution with less stress and less mess. So do go to Fresh Allsorts dot com dot a a u and, have a look at what we've to offer.

Kate M: It's pretty darn good, Kate. I'm I'm very pleased with how this new tool has has come together, and we're getting excellent feedback from the organizations that we've beta tested it on. And I'm Our guinea pig associations. That's right. Thank you.

Thank you to our guinea pig associations. You know who you are. And I think this is gonna be such a help to so many organizations because we know that reviewing and developing a new constitution can take forever, and nobody wants that. And nobody wants any concerns about how much it's gonna cost or how much brain space it's gonna take up or how much meeting time it's gonna take up.

Kate H: This gives a really, really good, easy, clear process. And, yep, I'm I'm pretty darn excited. Five simple steps, starting with a questionnaire and going through to assistance with actually getting it approved by CVS or whatever the agency is in your state. So look out for more information on that, which would be great. But I think that's all we have time for today.

I've enjoyed this episode again. Can't I always enjoy our It's listeners fantastic. Next week, speaking of constitutions, we are going to start our documents done right series with the founding document for your association, your constitution. So that's going to be, I think, a must listen for everybody who doesn't yet have read your constitution tattooed on their forehead.

Kate M: Unlike me. My forehead's getting quite crowded with all the things that are tattooed on it, but, you know, it works.

Kate H: So until next week, I'm Kate Hartwig.

Kate M: And I'm Kate McPhee.

What do we say next? Oh, I think I say, and this has been The Committee Room. Remember

Kate H: You don't need good luck if you've got good governance. Should we just try that again? Actually, maybe if you start with I'm Kate McPhee, then I go, I'm Kate Hartwig, and then we'll know what what to say. Because we've only said it about how many times.

Kate M: I know. I know. Know. Know. But that's hilarious.

So what are we doing? I'm gonna start with until then I'm Kate McPhee. Okay. Bye. Yeah.

So until then, I'm Kate McPhee.

Kate H: And I'm Kate Hartwig.

Kate M: And this has been The Committee Room. Remember

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