Governance toolkit

Clubs and groups must be incorporated to apply for council, state​ or federal funding, such as grants.

All incorporated associations in Victoria are registered with Consumer Affairs Victoria (CAV). Incorporated associations are clubs or community groups that operate as not-for-profits.

Incorporated associations can:

• enter contracts and agreements (for example, leases).
• open bank accounts.
• invest and borrow money.
• take-out public liability insurance
• engage contractors.
• apply for grants.
• protect members and office bearers from personal liability for club debts.

Incorporated associations should:

• have at least five members.
• be not-for-profit.
• comply with the requirements of CAV including accounting, auditing​ and annual reporting requirements.
• pay an annual fee to Consumer Affairs Victoria.
• have a process for resolving internal disputes.

Incorporated associations either have their own rules of incorporation or use the model rules provided by Consumer Affairs Victoria.

There are annual obligations that incorporated clubs and groups must meet including:

• accounting requirements
• annual general meetings
• reporting to Consumer Affairs Victoria.

The following pages will outline all the requirements for incorporated associations and provide you with useful tools to make good governance simple and easy.

Rules of an incorporated association

Every Victorian incorporated association has rules. Most clubs use the model rules; however, clubs can develop their own rules.

You can view the model rules and the requirements for developing your club’s rules on the Consumer Affairs Victoria website.

The rules:

• are a written document.
• guide how your club should operate.
• are a contract between the club and its members.
• set out your club’s purposes.
• list the rights and responsibilities of members and office holders.

Club members have the right to ask for a copy of the rules at any time.

For further information on the Rules of Incorporation go to Appendix 1.

Club statutory obligations

As an incorporated association, your club must comply with accounting, auditing, and annual reporting requirements.

The statutory obligations:

• using the registered name (and ABN if relevant) in documents.
• conducting Annual General Meetings.
• lodging Annual Statements.
• maintaining financial records.
• notifying the CAV registrar of changes to association details.
• returning documents to the club when a committee member retires.
• keeping a register of members.

The committee is responsible for the management of an incorporated association.

The “model rules” state that committees must meet a minimum of four times a year. The committee is responsible for the management of the club.

Overview of the committee

The function of the committee includes:

• making sure an AGM is held.
• providing financial statements to members at the AGM.
• keeping club finances up to date.
• appointing a new secretary within 14 days if the position becomes vacant.
• returning all club documents within 28 days if no longer a committee member.

Individual committee roles

President

The president is the official representative of the organisation. They are responsible for leading the club and the committee, including making sure that the committee members perform their roles responsibly. The president of a club is responsible for chairing all meetings, including the AGM. The president doesn’t make decisions for the club or committee. Decisions are made by the whole committee.

Vice-President

The vice-president takes the President’s place when the President is unavailable.

Secretary

The secretary has many responsibilities including:

• maintaining a register of members
• keeping official documents
• recording minutes of meetings
• preparing and sharing meeting agendas
• working with the president to make sure meetings run smoothly.

Although a secretary can share some of these duties with other committee members, they remain responsible for these tasks.

The secretary is the club’s main point of contact with Consumer Affairs Victoria
(CAV) and informs CAV of:
• any changes to the club’s rules or statement of purpose.
• any changes to club’s name and/or address.
• if a club decides to stop operating.
The secretary also lodges the annual statement with CAV every year following the
AGM.

Treasurer

The treasurer is responsible for the finances of the club under the guidance of the committee.
The treasurer makes sure that:

• financial records are kept.
• financial statements are ready before the AGM.
• sharing the financial statements with members at the AGM.

Other committee members

Other committee members may be appointed to club roles by the committee. Committee members can be responsible for duties like:

• catering
• applying for grants
• communication with members by newsletters or a website
• organising entertainment and activities​
• helping the secretary or treasurer with their duties.

Public liability insurance is necessary for any kind of grant funding from Council, the Victorian Government​ or the Australian Federal Government. It also provides clubs with protection for personal injury or personal damage.

Annual general meetings are attended by all the members of an incorporated association and must be held every year.

The rules for running an AGM are set by law. A club must hold its AGM by the end of November (5 months after the end of the financial year). During the meeting, financial statements for that year must be presented to members and voting for committee positions must take place.

A well-planned AGM will make sure that your meeting runs smoothly.

The law requires a minimum of two weeks’ notice to all members informing them of the date, time, and location of an AGM.

Clubs should consider:

• the best way to make sure that all members receive notice of the meeting including by mail, email, phone, announcements at regular club activities​ or a combination of all.
• giving enough notice to make sure that members who are on holidays or unwell can either attend or arrange to vote by proxy.
• providing transport or an online option like Zoom for less mobile members.

The agenda is usually prepared by the secretary and sent out with the notice of the upcoming AGM.

The agenda contains:

1. welcome and apologies
2. confirmation of minutes from previous AGM
3. annual or president’s report
4. presentation of financial statements by treasurer
5. constitution amendments (if any)
6. elections
7. life memberships (if any)
8. annual membership fees

There’s usually no general business item on the agenda, but it can be included to encourage discussion.

Follow the meeting agenda provided to members.

1. Welcome and apologies.
2. Minutes of last year’s AGM. A motion is put to approve and second the acceptance of last year’s minutes.
3. Annual or president’s report. The president’s report usually outlines the achievements for the year and plans for the activities for the coming year.
4. Presentation of financial statements by treasurer.
   The treasurer must give club members a chance to see and discuss the financial statements and the certification of the financial statements by the committee.
   A motion is put to approve and second the acceptance of the financial reports.
5. Constitution amendments and special resolutions (if any).
6. Elections must be held.
7. Life Memberships (if any).
8. Confirmation of annual membership fees and date for payment.

Voting at the AGM

Every year at the AGM, elections must be held for the president, vice-president, secretary​ and treasurer positions. All positions are declared vacant at every AGM and are voted for during the meeting.

Voting can happen in two ways and clubs need to plan for both ways:

• ask club members to approve and second the continuance of the current committee. This option is only available when committee members are happy to continue for another year and no other member/s seek to nominate for positions.
• allow interested members to speak and nominate themselves or someone else for a committee position. The decision is then made by majority vote by secret ballot.

You’ll need a container for votes to be put into and someone (not on the committee) to count the votes.

Minutes are a record of what happened at the AGM. The committee must take minutes of the AGM that include:

• the date, place, and time of the meeting
• the names of the committee members/members attending
• the names of anyone who have sent apologies for not attending
• any proxy forms received from members who were unable to attend.
• the method used for voting
• confirmation of the previous AGM’s minutes
• names of the people who move and second motions
• voting results for committee roles.

The minutes must also include a copy of the:

• financial statements presented at the meeting.
• certification from two committee members that the financial statements give a ‘true and fair’ view of the association’s financial position.

One of the main duties of a committee and the club treasurer is to ensure good financial governance. Good governance will make sure that club members feel confident that club funds are being managed responsibly.

Rules for the management of funds (income and expenditure)

• clubs must open an account with a bank or building society to pay all expenses and to deposit income
• the committee approves expenditure on behalf of the club
• all cheques, drafts, bills of exchange, promissory notes must be signed by two committee members
• all club income must be deposited into the club’s bank account within five working days
• with the approval of the committee, the treasurer may maintain a petty cash float provided that all money paid from or paid into the float is recorded.

Rules for keeping financial records

The club must keep financial records that record and explain transactions and are used to prepare financial statements at the end of financial year.

Clubs must retain their financial records for seven years.

Financial records include:

• invoices
• receipts
• cheques
• bank statements
• documents that explain how financial statements were prepared.

Note: receipts fade very quickly. Your club should keep photocopies, scans​ or photos of receipts for grant acquittal.

There are five steps required by Consumer Affairs Victoria about a club’s financial reporting.

Prepare financial statements based on the club’s financial records from the past financial year.

Clubs may choose to prepare their own financial statements or organise an accountant to do this for them. Financial statements must contain:

• income and expenditure (Income Statement) for your association’s financial year
• assets and liabilities (Balance Sheet) at the end of its financial year
• cash flow statement.

Before the AGM, two committee members must certify that the statements provide a ‘true and fair’ view of the club’s finances.

1. The treasurer presents the financial statements to the committee before the AGM.
2. If happy with the statements, the committee passes a resolution confirming that they give a ‘true and fair’ view of the club’s finances. The financial statements and the Schedule 1 Regulation form are signed by two committee members and presented to club members at the annual general meeting.
3. Record in the minutes of the meeting.

The committee must present the financial statements (with the certificate signed by two committee members) to club members at the AGM for approval.

The AGM minutes must include a copy of the financial statements.

Straight after the AGM annual general meeting, a committee member must certify that they attended the annual general meeting and that the financial statements were presented to members.

Note: this document must be kept on record.

Annual statements must be submitted online with Consumer Affairs Victoria within one month of the AGM. The secretary is responsible for lodging annual statements through online system myCAV.