Creating Structures
3. Foundations of Governance
How decisions, authority, and accountability fit together
Good governance protects your members, your Committee, and your reputation.
It ensures that every action is lawful, traceable, and made under the right authority.
When authority is unclear, confusion follows. Meetings can be disputed, and trust or resources can be lost.
The Constitution prevents this by creating a clear chain of authority from the members to the Committee and by setting rules for how decisions must be made, recorded, and justified.
Governance gives members confidence that their Association acts properly and that its decisions are legitimate and enforceable.
It also builds credibility in the wider community, showing that your Association is capable, transparent, and accountable.
1 How Authority Flows
Authority begins with the members.
Under Section 6 (Membership), members collectively form the Association and approve its Constitution at the inaugural meeting.
From there, authority flows to the Committee through Section 7 (The Committee).
The Committee manages the Association’s affairs between General Meetings.
It does not own the Association; it serves under the members’ direction and within the Constitution’s limits.
At the top of this structure are the members in General Meeting.
They hold the power to:
- amend the Constitution (Section 13 – Amendment),
- elect or remove Committee members (Section 7.2 – Election and Tenure), and
- decide major directions (Section 8 – General Meetings).
This flow of authority members to Committee to delegated groups creates both democracy and capability.
2 What Makes a Decision Valid
For any decision to be valid, three elements must be met:
1. Authority
It must be made by the person or body with the constitutional power to make it. Refer to Section 7 (The Committee) and By-Law 9 (Sub-Committees) for delegation rules.
2. Process
Correct procedure must be followed.
This includes notice, quorum, voting, and meeting conduct as set out in Section 8 (General Meetings) and By-Law 2 (Meetings).
3. Record
Every decision must be accurately recorded in the minutes and stored securely as required by Section 11 (Record-Keeping) and By-Law 5 (Records and Registers).
When all three are present authority, process, and record the decision is valid and enforceable.
If any element is missing, the decision may be challenged.
To maintain consistency, use Appendix G (Template Minutes) to record motions and results.
3 Accountability and Delegation
Accountability ensures that authority is used properly.
Every Committee member must be able to explain and justify their actions by referring to:
- the Constitution,
- a Committee resolution, or
- a direction from the members.
The duties of Committee members are set out in Section 15 (Governance and Compliance) and Appendix H (Office-Bearer Role Summaries).
These require office-bearers to act honestly, carefully, and in the Association’s best interests.
Delegation allows the Committee to share work without losing oversight.
Under By-Law 9 (Sub-Committees), the Committee may delegate specific tasks provided that:
- the delegation is approved and recorded in the minutes,
- at least one Committee member sits on each sub-committee, and
- all sub-committees report back regularly.
These reports become part of the official governance record, ensuring transparency and control.
4 Ethical Conduct and Decision Standards
Governance is as much about behaviour as it is about structure.
Ethical conduct maintains trust and credibility.
Under Section 10 (Discipline and Disputes) and By-Law 6 (Code of Conduct), Committee members must:
- treat others with respect,
- declare and manage conflicts of interest,
- avoid misuse of funds, information, or position, and
- act in the best interests of the Association and its Purpose.
These rules protect both individuals and the organisation.
They ensure decisions are made fairly, without bias, and always in support of the Association’s aims.
Trainer’s Reflection
Every successful association relies on predictable, transparent governance. When members understand how authority works and how decisions are made, trust grows and participation improves.
The aim is not to centralise power but to build a structure where every person knows their role, the limits of their authority, and the process for raising or resolving issues.
Governance is not only a matter of compliance, it is a culture of accountability. Each record, meeting, and resolution adds to the association’s credibility and its capacity to act confidently in the community.
Summary
Governance connects members, authority, and accountability.
It ensures decisions are:
- made by the right people,
- through the right process, and
- recorded correctly.
Authority begins with the members and flows to the Committee and sub-committees.
When decisions follow the Constitution, are properly recorded, and are carried out ethically, your Association remains lawful, transparent, and respected.
[NEXT: MEMBERSHIP AND RECORDS]
Next Steps
Continue to Module 4 – Membership and Records to learn how membership systems build legitimacy and how accurate records protect fairness and transparency.
When applying these principles, use the Heritage Australians Constitution Toolkit to:
- Check meeting and decision procedures against Section 8 (General Meetings) and By-Law 2 (Meetings).
- Verify that all minutes and reports follow Section 11 (Record-Keeping) and By-Law 5 (Records and Registers).
- Refer to Appendix G (Template Minutes) for accurate record-keeping.