Chapter 8: Record keeping and decision making

Maintaining detailed, complete and accessible records is a practice that'll 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

There are many records that must be kept by organisations, including financial, member and officer records.

These records are covered in detail in the e-learning modules on annual returns, notifications of change and officer and related party disclosures.

You can read the Fair Work (Registered Organisations) Act 2009 (the RO Act) 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 the fact sheet on records to be kept by registered organisations.

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's important to allow controlled access to records to ensure:

• version control and record integrity – therefore no unauthorised changes are made
• 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.

Record keeping is a critical function and good governance processes can be built around it, as can electronic and training systems. 

Your organisation should routinely consider:

• maintaining an electronic records management system
• policies and procedures that account for confidentiality and privacy principles
• creating templates that set a clear structure and expectation of the level of detail required, such as for procurement proposals
• keeping records written with clear, plain language and avoid industry jargon or complex language
• 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 officers who need to report accordingly.

Transparency protects organisations

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

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

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 be relied upon to remind your organisation of these risks.

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

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 the decision was 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 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.

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 the 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. 

It's encouraged that you have a minute template. This will make recording this information habitual and easy to find later.

If your decision can be made outside of a meeting, make sure the records of the decision demonstrate that process is correctly followed. Pay attention to who's 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.

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's 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.

Officers must make fully informed decisions in the best interest of their members. 

They must ensure that they're 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 include:

• a list of 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 are 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.

It's encouraged that you have a minute template which considers:

• acceptance of the previous minutes
• conflicts of interest
• what resolutions were made
• what resolutions weren't made
• any debate or changes to resolution
• dissent
• people who removed themselves from the meeting
• important questions.

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.

Minute book

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

Refer to section 141(b) of the RO Act.

Minutes can be stored electronically.