To govern effectively, a nation, community or organisation needs rules and policies.

Today, many Indigenous organisations are developing their own governance rules in order to meet the many challenges they face—and that not only reflect Indigenous cultural principles and values, but are practically effective too.

This topic gives you an introduction to governance rules and policies—what they are and why they are important; where cultural values and laws fit; the particular rules for running meetings; and how policies are made and enforced within organisations.

In this part of the Toolkit you’ll find practical information, ideas and tools to help you get started on reviewing and building governance policies and rules for your organisation or nation.

You will find more detailed information and advice concerning codes of conduct and conflict of interest in Topic 5

“… groups need rules—both formal and informal—that regulate the behaviour and authority of individuals and groups … These rules cannot simply stay inside people’s heads.

They must be plainly set out and hard to change, so that strong individuals cannot undermine them for their own personal or political interests.”

(Mick Dodson and Diane Smith, ‘Governance for sustainable development: Strategic issues and principles for Indigenous Australian communities’, CAEPR Discussion Paper, 250/2003)

Definition: Rules are the authoritative statements or guides for conduct and action that tell us what to do or not do in a specific situation. They tell us, for example, how people should behave towards each other, work together, communicate and make decisions, and what to do when things go wrong.

Governance rules set out the framework and ‘ground rules’ for:

• who has the authority to make decisions, and about what
• how decisions should be made
• who can talk on behalf of others
• how people are to be accountable
• what obligations there are between leaders and their members.

The rules of governance can be either formal or informal.

Formal governance rules include such things as:

• business codes, charters, or constitutions
• dispute resolution processes
• formally adopted governing procedures and manuals
• performance appraisal criteria
• policies and regulations
• strategic plans
• written codes and laws.

Informal governance rules include such things as:

• the shared cultural understandings within a group about how authority should be organised and used
• people’s shared values, beliefs and customs
• behavioural standards and taboos
• gender norms
• moral stories, kinship rules and ceremonial rules.

6.1.1 Why are governance rules important?

No social group can simply rely on the goodwill of its leaders or citizens to do the right thing.

To achieve their collective goals, people need rules that are credible, understood and enforced.

“When we talk about governance we’re talking about people deciding how to work together to do the things they need to get done. How do we make decisions? Who has the authority to act for us?

How do we resolve disputes among us? How do we get community business done?

Good governance means having good rules for those sorts of things, rules that are effective and that have the support of the people.”

(Stephen Cornell, ‘Starting and sustaining strong Indigenous governance’, Presentation at the Building Effective Indigenous Governance Conference, Jabiru, Northern Territory, November 5, 2003)

Some leaders continue to direct and manage complex organisations without knowing the rules of those organisations.

At the other extreme, an obsessive focus on by-the-book procedurally correct rules for running meetings and making decisions can intimidate, confuse and frustrate the members of a governing body.

There are many reasons for this. The rules often come from non-Indigenous laws which don’t reflect Indigenous ideas and values about how rules should be made and enforced, and who has authority to do that.

Some governing-body members find it hard to understand and make rules for their organisations because of low levels of English literacy and lack of relevant governance training.

The technical and financial requirements placed on governing bodies, and the related rules, can be very difficult to understand.

It may also be hard to keep up with rapidly changing government rules and regulations.

When rules are weak or not followed, an organisation can become ineffective or even corrupt. Social groups may become unstable, violent or overwhelmed by apathy, and young people may be disenchanted with their leaders.

If leaders and governing bodies do not know the rules that both limit and support their authority and behaviour, communities and organisations are vulnerable to political opportunism, internal conflicts and financial instability.

“Self-determination should not mean ‘selfish’ determination. Such behaviour causes conflict and can destroy a community or regional governing body’s capacity for generating sustained development.”

(Mick Dodson and Diane Smith, Governance for sustainable development:
Strategic issues and principles for Indigenous Australian Communities
CAEPR Discussion Paper, 250/2003)

When rules are strong and everyone follows them, organisations are seen as more reliable, legitimate and effective.

Importantly, when governance rules are strong, nations and communities are better able to practically exercise their self-determination.

6.1.2 Effective governance means enforcing rules

Once formally adopted, the rules of an organisation are binding on governing members, managers and staff. But there’s no point having binding rules or policies if they are not actually enforced.

It is the governing body and top manager’s job to ensure the organisation’s rules are widely understood internally and beyond, and that they are fairly enforced.

At meetings of the governing body, it is specifically the chair’s role—not that of the top manager—to enforce their meeting and code of conduct rules.

Importantly, rules need to be plainly set out so that they cannot be misinterpreted or used for the wrong reasons.

Enforcing rules is not an easy thing to do; it takes skill, confidence and authority.

This is an area where governance training can really help to build confidence, especially if it focuses on working with the members of the governing body to explore ways of putting rules into practice, in the real-life and cultural contexts within which they operate.

Culture informs a group’s rules for determining what constitutes the ‘right way’ of exercising authority and making decisions, and what constitutes the ‘wrong way’.

Problems and conflicts arise when very different governance rules, having contradictory values and types of accountability are imposed on people.

Aboriginal and Torres Strait Islander people today live under two very different sets of governance rules—their own, and those of non-Indigenous Australia.

A common challenge facing Aboriginal and Torres Strait Islander peoples is how to manage and align the often competing demands placed on them by these different sets of rules.

Many organisations are responding by exploring ways to renew their governance rules from the inside. Uppermost in their minds are issues of internal legitimacy and accountability.

6.2.1 Building cultural legitimacy into your rules

Redesigning governance arrangements is a sovereign decision.

From this viewpoint, the practice of developing and enforcing capable rules, on a daily basis, is actually what ‘self-determination in action’ is about.

Many Aboriginal and Torres Strait Islander people voice the common and deep concern that their cultures must have a place in their governance arrangements, and that this has to be respected and workable in today’s world.

Culture is not seen as a problem, but rather as a source of strength and innovation.

“Innovation and creativity are not new to our Indigenous cultures; all our cultures have traditions
where people experimented, did things differently, made innovative changes.

We can take that model and use it to continue to adapt into the future.”

(Manu Barcham, Comments at Common Roots, Common Futures: Different Paths to Self-determination, International Conversation, University of Arizona, Tucson, USA, February 2012)

In general, governance rules that have cultural legitimacy are ones that:

• assert and protect values that are important to you
• reflect your ideas about how power and authority should be shared in your organisation
• have the support of your people because they have helped develop them.

There are several critical areas where Aboriginal and Torres Strait Islander organisations can strengthen their governance through creating culturally legitimate rules.

Developing new or more effective governance rules does not mean ignoring the past. Nor does it require reinventing a cultural fantasy. It means building on the internal strengths and traditions of Aboriginal and Torres Strait Islander governance.

It may also involve people rethinking their ideas of how to govern, and creating rules and procedures that meet their contemporary needs.

“The challenge is to develop new governance models which are based on the best of the Aboriginal domain and tools from the non-Aboriginal domain. This would involve marrying Aboriginal law and tradition with non-Aboriginal ways.”

(Galawarruy Yunupingu, ‘Land rights, the Northern Territory and “development” into the 21st century’, Charles Darwin Symposium series, 18 July 2003, Darwin)

This process of developing cultural legitimacy can be challenging and shouldn’t be rushed. It takes time, courage, experimentation and some hard-headed realism to work out what suits different communities and groups.

The trick is to design rules that can pass both tests: that are at once both practical and legitimate.

As such, it is not surprising that many Aboriginal and Torres Strait Islander organisations stress the cultural importance of broad community consultation when developing new governance rules and processes.

For all these reasons, your new governance rules should not be set in legal concrete too quickly—they need time to be road-tested with your members and should have sufficient flexibility to be refined over time.

6.2.2 Incorporation rules and cultural rules

The Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) sets out how incorporated Aboriginal and Torres Strait Islander organisations should create their rules. It includes western democratic standards of governance and accountability, but also allows people some leeway to craft rules more relevant to their own culture. For example:

• Non-indigenous directors. Organisations can choose whether to allow non-Indigenous people—experts, spouses and step-children, for example—to be members or directors. Indigenous people must always be in the majority so even if an organisation chooses to allow non-Indigenous members, it will always be controlled by Indigenous people. It is not compulsory to allow non-Indigenous people to be members or directors, but this gives organisations another option.
• Eligibility of members. All incorporated organisations must have a rule book that sets out its aims, its name, and a process for resolving disputes and any other matters. Eligibility criteria, such as requiring a member to live in a particular region, is an example of a matter that an organisation can include in its rule book.
• Who appoints the chair? An organisation can decide that instead of directors appointing the chair of a general meeting, the members can decide.
• Holding meetings remotely. Meetings can be held by video or teleconference—this is important for very remote organisations or for those whose directors cannot easily read and write English. Meetings can also be held in the local Indigenous language so long as some parts can be translated later if required.

Remember, a governing body has the inherent right to collectively develop its own rules, and to design culturally informed procedures for putting them into practice.

6.2.3 Charity governance standards and cultural rules

Charity has a special legal meaning which can include a wide range of not-for-profits, including Aboriginal and Torres Strait Islander organisations. There are a number of benefits of registering an organisation as a charity with the Australian Charities and Not-for-profits Commission (ACNC), including access to Commonwealth government tax concessions.

The Australian Charities and Not-for-profits Act 2012 (Cth) sets out the obligations registered charities need to meet, including governance standards. The governance standards are general western principles of good governance, but are general principles that set minimum requirements for governance, rather than precise rules. This allows for flexibility and organisations can develop good governance practices more relevant to their own culture, size and types of activities.

The ACNC will not ask every registered charity to demonstrate they are meeting the governance standards, only those that the ACNC believes may be in serious breach of the governance standards.

Organisations that follow the rules under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) will most likely meet the governance standards. Organisations that use the tools and resources in this toolkit will most likely develop good governance practices beyond the minimum standards required by the ACNC.

Do meetings rule you or do you rule meetings?

It is common to hear community members and leaders of Aboriginal and Torres Strait Islander organisations complaining about meeting ‘burnout’. Even in small communities, the daily round of multiple meetings convened by agencies, consultants, government departments, non-government organisations, politicians and representative organisations can be staggering.

To get the most out of meetings that are important to you, it pays to make sure you take charge and know how to run meetings the way you want. This is where rules can help you.

6.3.1 A well-run meeting needs

An organisation’s meetings are a fundamental part of the governance process. But there are some common problems, such as:

• no-one knows the ground rules
• a few people dominate the discussion
• the CEO runs the meeting
• some people never turn up
• there are no information papers
• no one records decisions
• the discussion goes off track all the time.

So people get frustrated, bored and the meeting doesn’t accomplish much.
Good meetings don’t just happen. A well-run meeting needs:

• a shared purpose
• an agenda
• agreed rules
• a quorum
• meeting minutes
• an effective chair or facilitator
• some healthy food and a sense of humour.

There are many different kinds of meetings and ways of running them. The focus in this section is specifically on the meetings of an organisation’s governing body.

We have provided a simple set of related templates that you can customise and use to run your governing body meetings.

The templates and tips are:

• a standard agenda format
• a procedure setting out some ground rules for decision making
• a template for doing a progress report on follow-up from meetings.

6.3.2 Meeting rules and lingo

Every governing body needs rules for running its meetings—often called the ‘rules of order’. They are usually set out in an organisation’s legal rules of incorporation.

But legal rules usually don’t tell you how to actually put the behaviour into practice. So it’s important for every governing body to develop its own customised rules for how its members meet and work together.

Every individual on the governing body should understand the meeting rules and know how to follow them. This should be included in regular governance and induction training.

There is a lot of technical lingo used about meeting rules and procedures. Here are some tips to make sense of it.

You can customise your meeting rules to cover:

• the language and format in which information is presented by managers, staff and visitors
• the behaviour and participation of the members of the governing body
• the role and behaviour of the chairperson
• values and standards for how you want to make decisions
• how visitors should behave when they attend your meetings.

The chairperson 

The chairperson’s role is an important one. They are ‘in charge’ of running the meeting and ensuring that:

• all members of the governing body actively participate and behave according to the meeting rules
• every eligible person can express their views, ask questions and vote or make decisions
• discussions are inclusive, open and informed by accurate information
• decisions are fair, relevant and of a high standard
• differences of opinion don’t turn into conflict
• meetings follow the agenda and are productive.

When an experienced, confident chair runs a meeting things seem to run smoothly and the chairperson is hardly noticed. When a meeting is poorly chaired, everyone notices and everyone suffers.

Your agenda 

Your agenda is like your roadmap—it shows you where you are headed in the meeting, and so helps you to stay on track. It is usually sent out ahead of the meeting and you can add items to it. Sometimes there are information papers about different items on the agenda.

It’s important to make sure there is always time allotted on the agenda (this is called a ‘standing item’) for individual members of the governing body to give feedback about relevant issues raised by their community or nation.

A quorum 

For the meeting of an incorporated governing body or an annual general meeting to be official, there must be enough members present to make it legal. This is referred to as a quorum. The number of people needed differs from one organisation to the next and is usually set out in an organisation’s constitution and rules.

The quorum must be present during the whole meeting. If a quorum is lost during the meeting, then decisions cannot be made. People can continue to discuss issues and share information, but they cannot make official decisions.

So it is important that members attend meetings or give notice if they can’t attend.

It is also a good idea to have a hard copy of the organisation’s constitution and meeting rules available at each meeting.

Your minutes 

Your minutes are the written record of the discussions, decisions, recommendations and actions proposed at your meeting.

An incorporated governing body must keep minutes of all its meetings—it’s the law. These days it is also a good idea for any informal community organisation to keep a written record of its collective decisions.

Meeting minutes don’t need to be long and wordy. The best minutes are:

• an accurate record of the meeting, summarising the main points of discussions
• a record of all decisions passed and abstentions
• about the agenda issues, and not about individual personalities
• objective, and not contain offensive comments or inappropriate discussion
• consistent in format so people become familiar with them
• readable and clearly laid out (use visual tools so that members can understand them)
• properly filed and available during subsequent meetings
• sensitive to cultural restrictions and protocols (such as not mentioning deceased people by name).

A motion 

A motion is a proposal or idea for potential action or decision. ‘Moving’ a motion simply means someone puts the proposal forward to be voted on. Usually this is written down. Then people vote on it.

‘Voting’ can in fact be done in many different ways—for example, by a show of hands, verbal comment, secret ballot, consensus or a counted vote.

There are many complicated technical processes for passing motions and making decisions. Increasingly, organisations are using consensus approaches to making decisions and recording the result.

Whichever approach you chose, the important thing is that you set it down in your rules, so everyone knows how you go about making decisions and incoming new members can learn what to do.

An organisation’s decisions should be based on its established policies.

Policies are the collective voice of the governing body. This means the decisions made by the governing body are policy decisions—they set the direction for the organisation to follow.

6.4.1 What are policies?

Definition: Policies are the big-picture guidelines that set out, in clear language, what an organisation wants to achieve (such as its long-term vision and goals) and the performance standards and outcomes expected.

They provide the overarching framework under which procedures are then designed to get those big-picture things done.

In any organisation, some policies specifically focus on governance; others address operational, administrative and HR matters.

But whatever the type, in all cases, the final policies must be formally approved by the governing body.

Only decisions made by the governing body as a whole are binding.

Put simply, the governing body develops policy and management implements it.

6.4.2 The benefits of governance policies

Policies are the ‘bread and butter’ standards that help to ensure consistency and accountability.

They:

• serve as a tool of governing control
• act as frameworks for future direction and strategy implementation
• set boundaries, constraints and limits on action
• reward and sanction behaviour
• indicate what staff can expect
• reduce the chance of inconsistent, unfair or erratic decision making
• enable reliable delegation of powers to management and staff.

If the governing body is not developing and enforcing policies, it is not doing its job for the organisation.

A well-developed governance framework (documented in a written policy manual) benefits the nation and community, as well as the organisation.

6.4.3 Your governance policies

The governing body has responsibility for developing a set of governance and leadership policies. These set out how it will conduct its business and oversee the proper operation of the organisation.

6.4.4 Making and reviewing policies

Policy-making is a skill that can be learned.

Organisations should include practical sessions in inductions and governance training for board members on how to make policies, and how to then work with their top manager to ensure the organisation follows those policies.

Policies need to be workable and fair, and easily understood.

While the governing body has responsibility for making and adopting policies, the policies won’t be supported if:

• community and staff members do not understand them
• they have not been consulted or had the chance to contribute to them
• the policies do not reflect broadly held values.

Every community and organisation has its own ways of developing policies and focuses on issues that matter most to them. But there are some common steps you can follow.

It is important to write down your policies and other rules and make sure copies are always accessible. It may also be useful to translate your rules into language and visual formats.

Communities and organisations often change. That means governance policies and other rules sometimes need to be assessed, evaluated and changed to make sure they continue to be relevant.

Governing bodies should discuss the policy implications of their decisions at their meetings, and periodically review their written policies.

This allows policies to stay current and adapt to changes within the wider community and organisation.

A major policy review process should include wide consultation (especially with members and other people affected by it), giving everyone the chance to provide feedback.

6.4.5 Create a governance policy manual

When a footy player breaks a rule, there are referees and coaches to pull them up; they might even have to go before the tribunal and be punished. They can’t plead ignorance—all the rules and policies for how they play and train are written down in the game’s rule book and in their club’s policies.

It should be the same for your governance policies and rules.

They need to be written down and pulled together in one place—a governance policy manual—where everyone can get hold of them, read them and check them.

Your manual doesn’t need to be complicated or full of technical jargon.

It should be written in plain language so that people on the governing body—and in the nation, community, and organisation—can understand it.

A simple list of contents for a governance reference manual is provided below. It will give you some ideas of the kinds of policy areas to include in your governance policy manual.