Good Governance
What the law actually asks of a club board: the duties you carry as an officer, and the returns your club must lodge each year.
About this session
Presented by PDG Neville Parsons, who comes to it as a club treasurer and public officer as well as a Past District Governor. It is aimed at every Rotarian, and squarely at club boards.
The starting point is that a Rotary club in NSW is an incorporated association, and the principles that apply to its officers are fundamentally the same as those that apply to company directors under Corporations Law. That is not a technicality. It sets the standard of care you are held to when you accept a board position.
The session runs in two halves. The first is the duties and the compliance calendar, and this is the part that was presented on the night. The second is planning and alignment with Rotary International's Action Plan. Time ran out before that half was reached, so it was not delivered, but the slides are included in the deck below and are worth working through at a board meeting.
Every incorporated club with an active ABN must lodge the ATO not-for-profit self-review return by 31 October each year. Missing it can leave the club liable for tax on its income. It is lodged by the club's public officer or a nominated delegate, and the ATO's record of who that is comes from the ABN registration, not from what NSW Fair Trading holds. Those two are often different people. Check yours before you lodge.
What the session covers
Know your governing legislation
- The Associations Incorporation Act 2009 and Associations Incorporation Regulations 2016, administered by NSW Fair Trading
- Your constitution and bylaws, built on the RI Standard Club Constitution, republished after each Council on Legislation. The current version is the 2025 constitution
- Rotary International policies and procedures, and District 9660 policies and procedures
Club compliance
- Annual reporting: audited or reviewed accounts, member approval at the AGM, then the Form A-12 annual summary of financial affairs to NSW Fair Trading through Service NSW
- Holding an AGM that actually complies with your own constitution, including its requirements for accounts
- The ATO not-for-profit self-review return, due 31 October
- A current authority to fundraise, which is required unless gross annual fundraising is $15,000 or less. Authorities usually run five years, carry a CFN, and there is no application fee. Form CA3 is the annual return
The duties you carry as an officer
- Exercise reasonable care, skill and diligence, act in good faith, and retain your discretion in decisions rather than deferring it
- Avoid conflicts of interest, and do not misuse your position or the entity's information
- Seek out all the information you need before a decision, rather than relying on someone else's summary of it
- Satisfy yourself the club can pay its debts as they fall due, which is the solvency test
- Keep proper financial records and get a profit and loss and a balance sheet regularly. Monthly is the recommendation
- Disclose any personal interest that might conflict with your duty, to the other officers and to the public officer, at the earliest possible time. Keep a register of interests and review it
- Get outside professional advice when you need more than you have, and take an active part in board and committee meetings
Judgement, and tips for success
- Follow your instincts, and test a decision against Sherron Watkins' three M test: mentor, media, mother. Rotary's own version is The Four Way Test
- Resource your committees properly, and have a documented plan that members have endorsed and are engaged with
- Keep agendas and minutes for board and committee meetings
- Delegate, but stay informed
- Keep members informed, including on what their subscription actually pays for
Planning for success (in the deck, not delivered on the night)
- How Rotary's vision statement and Action Plan were developed, and the four priorities that drive the plan
- Rotary's core values, and the Object of Rotary from Article 4 of the RI Constitution
- Critical planning rules: if everything is a priority then nothing is; communicate and repeat; get the right people in place; reallocate resources behind the priorities; seek feedback
- What good governance looks like in strategy: an agreed vision and three to five year plan, documented and communicated, with an aligned annual plan, KPIs and budget
The NSW register of organisations with an authority to fundraise has been temporarily removed from the Verify NSW website. Until it returns, check the status of an authority by emailing charity.inquiries@customerservice.nsw.gov.au.
Slides and handouts
It is the Rotary Club of Wauchope's own 2026-27 document, shared as a worked example rather than as a district fee schedule. Your club's numbers will differ. What is worth copying is the structure: it shows members exactly where their $280 goes, splits out the RI per capita dues and the exchange rate they were struck at, names the district and magazine components, and then states plainly what the club still has to raise for administration and how. The RI exchange rate spreadsheet beside it is what those conversions are built on, and rates move enough month to month to matter when you set a subscription.