Wednesday, October 29, 2014

On Incorporated Societies

I've been having a think on the whole "Incorporated Society" thing of late.

What is it?

Well... for a non-profit organisation, without jumping through the hoops of becoming a charitable trust, you can register as an incorporated society. The barrier of entry is REALLY low. This is why it's used for community groups (Tangleball is an incorporated society, as are most sports clubs).

One of the conditions to becoming an incorporated society is that you have to file rules. These rules are public record. You can find them here. Do a search for the society you're interested in and it will bring up any submitted documents.

This is where the low barrier of entry starts to become a problem.

While there are guidelines about the absolute minimum requirements you need to include in your rules, they're not really checked and they really are the absolute minimum. Instead, it's all rubber stamped and scanned and put online. Essentially it's a "It's your rope. Tie it in a noose or use it to mark a boundary as you wish" situation. You probably won't know it's a noose until it's time to pull them out and make sure all due diligence has been followed. And by then, it's too late...

So, for example, your rules could reference 'rules' which don't really exist. They may not offer any remedies to breaches of rules, in some cases, may not even define misconduct or gross misconduct.

BUT these rules are a legal document. They're going to suffer a bit of "legalese".

"When things go bad™", not abiding by these rules can make "things go badder™". Anyone who feels put out by not following these rules can cause no end of legal issues essentially resulting in an incorporated society liquidating.

It can be hoped that the members, those most likely to be effected by these rules, share a common goal with the incorporated society and thusly, if there are issues, will choose to leave rather than disrupt the incorporated society further.

This, patently, isn't always the case. These rules, as a result, need to be rock solid.

They need to:
  • Find a balance between an individual's rights, and the rights of the society as a whole.
  • Be careful of any phrasing that gives management committees full rights to discipline or change rules as they see fit.
  • Be able to stand up to cases "When things go bad™". Never assume it's an if. Assume it's a when.
    • Define different levels of "When things go bad™" i.e. Misdemeanour could be a 3 strikes process.
    • Gross misconduct, which I would define as anything breaching the laws of the land, should be an entirely different process.
  • Be widely known. There is nothing worse than a set of rules that no one knows about and so those rules aren't at all, in anyway whatsoever, followed as "When things go bad™", you want to be able to say "We followed our own procedures". Going off script is not advisable.
  • Have a way for the rules to be altered. This HAS to be defined in your rules. Usually it requires a super majority to have voted in favour of a rule change.
  • Be updated. Update, at the very least, after every AGM to define the people in the various roles (chairperson or president, treasurer, secretary etc.). It shouldn't be a document that's festering away in a dark corner of the Internet. It should be one which everyone knows gets some attention. On this same note, if it's being updated often, it should hopefully make people aware of when applications for changes should be made.
  • The role of secretary is a burdensome one. Make sure the secretary has the authority to farm out some of their tasks, but ultimately takes responsibility.
  • Use references to working documents. Don't rely purely on your submitted rules. There's a cost to updating them. Instead, if it's rules around, for example, behaviour, these can referenced from the registered rules. This is important as it means you have more flexibility in defining them, BUT they also have legal standing. So, if a person were to breach rules stated in the code of conduct, defined as a misdemeanour, the remedies taken against them, as per the registered rules, can be applied without fear of stepping outside of the legal protections the registered rules offer.
  • Given that a registry of members must be kept, also make your rules around becoming a member are really clear and adhered to. This may be the processing of an application or a process whereby members of the society are given the opportunity to discuss the inclusion of a member into the society.
  • No body wants to think about it, but ... what happens if the society liquidates?
Are you a member of an incorporated society? I urge anyone and everyone to go and have a look at that societies registered documentation and have a bit of a read. Is it fair? Does it respect the rights of individuals AND the society as a whole? Does it cover fringe cases where legalities are likely to be an issue?

No comments:

Post a Comment