Keeping minutes, records and registers

An incorporated association's records are its corporate memory. They provide evidence of its actions and decisions. They also support the daily functions and operations of an incorporated association.

Records that must be kept

An incorporated association must keep the following records:

• a register of committee members
• a record of any disclosure of interest by a committee member
• a record of the incorporated association's financial transactions and position
• minutes of the proceedings of committee and general meetings
• a register of members.

An incorporated association should also keep the following records:

• a record of its authorised signatories
• a record of its current public officer and official address.

Register of committee members

The register of committee members must be kept in physical or electronic form. If the register is kept in physical form:

• this must be in NSW at the main premises of the incorporated association, or
• if the incorporated association has no premises, at the official address for the incorporated association.

The register must contain the following:

• the committee member’s name
• the date on which the committee member takes office and vacates office
• the name of any committee members who hold the positions (if any) of president, vice-president, secretary or treasurer
• the date on which those committee members were appointed or elected to those positions and the date those appointments ceased.

The register must be updated within one month after any change in the committee's membership occurs.

A sample register of committee members is available for an incorporated association's use.

Record of disclosure of interests

The committee must maintain a record of any disclosure by a committee member of a direct or indirect interest, being or to be considered at a committee meeting, that appears to raise a conflict with the committee member properly performing their duties. The committee must deal with any disclosure according to section 31 of the Associations Incorporation Act 2009 (the Act).

The disclosures recorded must be:

• kept with the register of committee members, and
• available for inspection by any member of the incorporated association upon payment of a fee determined by the committee. The fee must not exceed $6 (being the maximum fee allowed by the Associations Incorporation Regulation 2022 (the Regulation)).

Go to management committee obligations for more information.

Financial records

Incorporated associations must keep records that correctly explain their financial:

• transactions, and
• position.

Where an incorporated association acts as the trustee for any trust, it must keep records that correctly record and explain the financial:

• transactions of the trust, and
• position of the trust.

As a minimum, all incorporated associations need to keep:

• receipt books
• records of payments - with supporting documents and approvals
• invoices
• bank statements
• bank deposit books (if used)
• cheque books.

It may also be appropriate for incorporated associations to maintain an asset register. This is important for maintaining control of major assets when there are changes in the committee.

Where financial records are kept in a language other than English, an English language copy must be kept with the document.

The committee must ensure proper internal controls for all payments made on the incorporated association's behalf. For good governance, the committee should oversee and approve payments regularly. This should be undertaken at each committee meeting at a minimum.

See financial reporting requirements for the incorporated association's reporting rules.

Recording minutes

The incorporated association must keep minutes of all committee meetings and general meetings.

The minutes should provide a clear, concise and accurate summary of the meeting's proceedings. They should include the attendees, submitted documents, and any resolutions. 

See meetings for more information on matters that should be included in the minutes.

If any part of the minutes is in a language other than English, a copy in English must also be kept with the minutes.

Records and minutes must be kept in written or electronic form. If the records and minutes are kept in electronic form, they must be able to be converted into a hard copy. If a person is entitled to inspect the records, a hard copy must be made available within a reasonable time.

Register of members

It is important that an incorporated association is able to identify who its members are at any given time. The incorporated association will decide how to maintain this register. We recommend that it includes:

• the member's name
• their contact details
• the date they joined
• if applicable, the date they ceased to be a member.

Authorised signatories

An incorporated association must keep accurate records of its authorised signatories. These records should be kept with the register of committee members.

The incorporated association's public officer is an authorised signatory of the incorporated association.

The particulars recorded should include:

• name of the authorised signatory
• position, for example public officer, of committee member
• date of appointment and the date appointment ceased
• reason appointment ceased, for example, ceasing to be a committee member, resignation, removal from a public officer by a general meeting
• reference in minutes to track the relevant appointment or revocation.

For more information see management committee obligations on the role of authorised signatories.

Maintaining records

The committee must ensure that the incorporated association keeps and maintains the necessary records. The incorporated association's constitution may, in some cases, specify certain record management duties.

Committee members must deliver all incorporated association documents to the public officer within 14 days of vacating office.

The public officer is responsible for:

• collecting all incorporated associations documents from the former committee and providing them to the new committee
• returning all incorporated association documents in a person’s possession to a committee member within 14 days upon vacating office.

Inspecting records 

A copy of the register of committee members must on request be given to a person within a reasonable period, free of charge.

The record of disclosure of interests must be:

• kept with the register of committee members, and
• available for inspection by any member of the incorporated association upon payment of a fee determined by the committee which must not exceed $6.

Inspection of other documents is governed by the incorporated association's constitution. 

Period for retaining records

Financial records are to be kept for at least 5 years after they were made.

Several other factors may affect how long an incorporated association must keep its records. For example:

• the requirements of any other legislation that may apply to the incorporated association. For example, incorporated associations with employees must keep time and wages records for 7 years
• incorporated associations with employees must comply with laws on record retention. This includes work, health and safety, and superannuation legislation
• documents that might relate to potential litigation should not be destroyed
• documents that might record any liability for capital gains tax should not be destroyed.

In addition, some documents should be retained indefinitely. For example:

• minutes of meetings are the official record of the business done at a meeting must be kept indefinitely
• documents that prove ownership of assets, like title deeds, should be kept forever. Evidence related to intellectual property must also be retained indefinitely.

If the incorporated association is unsure how long to keep a record, it should get its own legal advice.