What if We Cannot Find a Secretary for Our Organisation?
What if we cannot find a Secretary for our organisation?
In the world of grassroots community volunteer organisations, finding individuals willing to take on key roles can be a challenge. Recently I received a question from a small club that faced a common predicament when they couldn't find a secretary at their annual general meeting (AGM). In a world where volunteering is on the decline (that's right, the challenge you feel is real - we have not returned to pre-covid levels of volunteering) and it's getting tougher to fill committee roles, this scenario raises questions about the legal requirements and options available to organisations in similar situations. How might we adapt to this new world and what creative ideas can we implement?
Understanding the Challenge
The club, which is an Incorporated Association, had already assigned various tasks traditionally handled by a secretary to different members, even though some of the members picking up those tasks weren't even on the committee. There was a clear willingness from group members to take on tasks and help out but folks were more reluctant to pop their names against formal roles. Despite this proactive approach, finding someone to officially hold the secretary position proved difficult. This challenge is not unique but is increasingly common in many volunteer organisations as administration and red tape increase while the volunteer pool decreases. I've also seen this scenario occur commonly in groups where tenure limits are not in place as a practice. People stay in roles for 5 - 10 - 15 and yes sometimes 20 years, which means the role becomes them and people are significantly less likely to want to step into those very well-worn shoes.
Legal role of the secretary
In an incorporated association, the role of the secretary can vary in accordance with the organisation's own rules. It will often include tasks such as taking meeting minutes, managing membership, handling correspondence, maintaining records and checking a quorum is met for meetings. According to Consumer Affairs Victoria, the legal role of a secretary in an incorporated association includes the following critical tasks:
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Lodging an annual statement with CAV within a month of the Annual general meeting (AGM)
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Applying to change any of the association details such as name, address, roles or rules
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Notifying of any special resolution to wind up the association or distribute its assets
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Dealing with requests to restrict access to information in the association's register of members
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Adding or removing delegates
Importantly, the secretary must agree to be the secretary, be at least 18 years old and live in Australia. The AIR Act regulates who can be the official ‘secretary’ of an incorporated association. In addition, an organisation’s own rules and policies may have particular requirements.
There is no requirement in the AIR Act for the secretary to be on the committee. However, the rules of many organisations state that the secretary is a member of the committee and this is the case for organisations operating under the model rules.
Legal Requirements for Turnover
If a secretary leaves their role your association must fill the vacancy within 14 days, using the process in its rules. If a new secretary is not appointed within 14 days, the association's committee must appoint a person to fill the role temporarily. Organisations that do not notify CAV within 14 days of a change of secretary risk being fined.
Some organisations also need to notify the Australian Taxation Office (ATO) of a change of secretary if the secretary also holds the role of public officer for the purposes of ATO purposes.
Moving forward with solutions
One thing is for sure, the problem is not going anywhere, so what alternate solutions might groups look to?
Distribute Responsibilities: Like the scenario in question, groups might split the duties among members and have someone listed as the secretary for legal purposes only. A role with responsibility but no ongoing workload might appeal to someone more.
Dual Role: The rules may allow the secretary to hold any other office within the association. Therefore a committee member could hold two roles, such as the President or Treasurer also being listed as the Secretary, despite not performing traditional duties or holding ongoing workload.
Paid Staff member: If a secretary is not elected at the AGM, the rules often allow the committee to appoint one. If your organisation is fortunate enough to have a paid staff member you might consider appointing the paid staff member to the role and distributing out any tasks that might create a conflict of interest.
Outsourcing: In some large organisations the rules may allow for certain work of the secretary to be carried out by a specialist firm for a fee. However, even if the secretary delegates their functions to another person or firm, the secretary remains legally responsible for those duties being properly carried out.
Targeted recruitment: You might set your sites on a highly targeted recruitment campaign to find someone to fulfil the role. Consider using the 5A approach for efficient volunteer recruitment.
Audit the workload: Do an audit of the workload of the secretary. In many organisations, the secretary winds up being the place where all the administration responsibilities lie. Over time this workload can grow significantly and can grow to a very heavy workload indeed. Sometimes this might even be in direct opposition to the motivating factors your volunteers have for joining your group. For example, your secretary might have joined the group to get their hands dirty and plant trees, they love the natural environment and are passionate about protecting it but now find themselves swimming in a sea of paperwork with little time to actually get out on the ground and do the work they love. Auditing the workload will give your organisation a chance to reassess the requirements you are currently asking of the role.
Letting go of incorporation: In a world of increasing bureaucracy, some community groups are deciding to let go of their incorporation in a return to simplified process'. The unincorporated association structure is generally suitable for small, simple groups or organisations with minimal assets who do work that has minimal risk. Unlike an incorporated structure, an unincorporated association is not a separate legal entity from its members. It is simply the group itself, of people who have agreed to come together to pursue a common purpose. This does come with increasing risk as the members may each have individual legal liability for the association’s debts and defaults, something which can lead to legal risk for those members.
Conclusion
The experience of this club underscores the resilience and adaptability required of our modern volunteer organisations. Challenges, such as finding individuals for key roles, might be catalysts for change that is needed. By embracing change, leaning into challenges and exploring creative solutions, volunteer organisations can overcome our obstacles and potentially create more simplified and rewarding volunteer experiences for people in the process.
In order to continue to make a meaningful impact in our communities, demonstrating the power of collective action and tackling our common problems we must remain adaptable and willing to rethink the way things have always been done.
Have you encountered similar challenges in your volunteer organization? How did you navigate them? Share your experiences in the comments below.
The contents do not constitute legal advice, are not intended to be a substitute for legal advice and should not be relied upon as such. You should seek legal advice or other professional advice in relation to any particular matters you or your organisation may have.
We recommend Not for profit law. https://www.nfplaw.org.au
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