The Committee Room

One subcommittee signs a two-year venue contract nobody authorised. Another finds the perfect venue, waits for committee sign-off, and loses it while they're waiting. Both end badly. Both have the same cause: nobody wrote down who was actually allowed to do what.

In this episode Kate H and Kate M make the case for the delegations register — not as dry governance paperwork but as one of the most practically useful documents a committee can have. They cover decision-making authority by role and function, how tiered financial authorities work in practice, who can enter binding contracts and under what circumstances, why listing what can't be delegated matters just as much as listing what can, and how to start from scratch if your committee has nothing written down.

Full show notes and free download at The Committee Room

What is The Committee Room?

Practical governance for volunteer committees and not-for-profit organisations. Hosted by governance consultants Kate Hartwig and Kate McPhee, each episode tackles one topic — clearly, honestly, and without the jargon. Short enough to finish before your coffee goes cold.

Kate M:

Imagine this. The events subcommittee has been working really hard. They've found a great new venue for the annual dinner. It's bigger. It's better.

Kate M:

It's more central. They sign the contract. It's a two year deal. It's a significant financial commitment, about 40% more than the old venue.

Kate H:

But the Events Subcommittee wasn't authorised to enter a legally binding contract. Later they said that they didn't know that. They said nobody had ever told them. They said the subcommittee has always done it that way. The Committee is now legally obligated to a venue they didn't choose and for a big bucket of money they didn't approve.

Kate H:

Elsewhere in a parallel universe, another subcommittee finds the same venue. They love to book it. They're not sure whether they're allowed to. So they give the information to the committee. The committee discusses it at the next meeting and approves the subcommittee's proposal.

Kate H:

They can see it fits their growing needs perfectly, but they've missed out. The venue has already been booked by someone else.

Kate M:

Both of these stories end badly, and both are caused by the same governance problem. Welcome to The Committee Room.

Kate H:

Welcome back to The Committee Room. I'm Kate Hartwig, Kate one.

Kate M:

And I'm Kate McPhee, Kate two. We help volunteer board and committee members of small not for profit organisations who feel overwhelmed, frustrated or just plain stuck to get their organisations back on track, meet their legal and compliance obligations and work better together.

Kate H:

This is the latest episode in our Great People, Great Committee series. Last episode, we built the structures portfolios, subcommittees, working groups. Today, we make sure everyone operating within those structures knows exactly what they're authorised to do. Yes, it's the delegations register.

Kate M:

Not the most thrilling sounding topic we acknowledge, but it's one of the most important if you want to keep your committee out of trouble. And a quick note before we start, this podcast is for general information on best practice governance for small to medium associations. It is not legal advice. Right. Let's dive in.

Kate M:

As our two scenarios showed, a lack of clear delegation of authority puts the organisation at risk in two different ways. Firstly, either through overreach where an individual or a subcommittee acts beyond their authority without realising it or through analysis paralysis where nobody acts because they're not sure that they're allowed to.

Kate H:

Now both of these are very damaging. Overreach can create real legal and financial problems. Paralysis means opportunities are missed, decisions are delayed and the whole point of having subcommittees and working groups being to move faster and spread the load is completely defeated. The cause of both problems is the same: ambiguity. Their committees had failed to decide and document what people can and can't do. It was not made clear to the subcommittees or to anyone else.

Kate H:

The fix is also identical a delegations register. A clear written record of every authority the committee has granted, to whom, for what, under what circumstances and up to what limit.

Kate M:

A delegations register covers four main areas. Kate, you start.

Kate H:

Okay. First, decision making authority by role and area or function. So the Events Subcommittee Chair can approve event logistics within the already approved budget. The secretary can approve membership applications and renewals. The president can respond to media inquiries.

Kate H:

All of these types of authorities need to be in writing.

Kate M:

So second, and this is the one that trips up many committees, financial authorisations. Who can approve expenditure, up to what amount, and at what threshold do approvals need to come back to the full committee?

Kate H:

So a typical structure might look like this. Staff, if you have them or subcommittee conveners can approve routine expenditure within the previously approved budget. The treasurer can approve variations up to a thousand dollars in certain circumstances. Anything above that comes to the full committee. Now the exact numbers depend on your organisation's size and activities and financial position, but the committee can be confident that there is a workable tiered authority, clear escalation points and that nothing significant can be spent without the committee knowing about it first.

Kate M:

The third area of a good delegations register is the authority to enter contracts or make binding commitments on behalf of the association. Now this is where our events subcommittee went horribly wrong. Signing a contract is a significant act with legal consequences. So the register needs to be explicit about who can do this and under what circumstances.

Kate H:

And fourth, and often the most overlooked, what explicitly cannot be delegated. These are things that only the full Committee can decide no matter what, and you're going to find some of them in your Constitution. Changes to strategic direction, significant unbudgeted expenditure, entering new partnerships or agreements that have financial or reputational implications. Anything that could expose the organisation to significant risk should only be decided by the governors, the people that carry the legal responsibility on behalf of the organisation. As we said last episode, it's all about delegation, not abdication.

Kate M:

So listing which decisions are reserved for the Committee is just as important as listing what's delegated to others. That removes any ambiguity about where the boundaries are. Everyone knows what needs to come upstairs to the committee room.

Kate H:

And here's why this matters so much to the people with delegated authority, not just the committee. Clarity builds confidence. A subcommittee chair who knows exactly what they can approve can move quickly and decisively. One who isn't sure has to keep interrupting the committee for permission, which defeats the purpose of having a subcommittee at all.

Kate M:

So you want all of your decision making ducks in a row and quacking in unison.

Kate H:

Now the delegation's register, like most governance items, isn't set and forget. It's not a document you create once and file away. It needs to be kept current, so it needs to be reviewed regularly, at least once every year, and also whenever something significant changes, new roles, new structures, organisational growth, changes in the law. So let's consider some examples that could change the picture of your delegations register.

Kate M:

So let's say you hire your first staff member. You need to change the delegations register. The marketing events subcommittee is split into two parts. You probably need to change the delegation's register.

Kate M:

You establish a governance subcommittee or the organisation grows and the financial thresholds that made sense two years ago no longer reflect what's actually flowing through the accounts. Any of these changes could make the register inaccurate and unworkable, and an inaccurate register is almost as bad as having no delegations register at all. So build the review of your delegations register into your governance calendar, a standing agenda item at least once a year. Ask yourself, does the register still reflect how we need to operate? And if you don't have a delegations register, start now, start simple.

Kate M:

Scan your constitution, the terms of reference for your subcommittees, your job descriptions, and your policies, and have a discussion at the committee table about who already approves what. The three most consequential delegations are membership approvals, financial authorizations, and binding commitments. So get those three written down first and then work outward from there. Having a clear, simple register is infinitely better than having nothing. And it doesn't have to be perfect on day one.

Kate M:

We always tell people, Kate, incremental improvement is always preferable to postponed perfection.

Kate H:

Oh, absolutely. Never be left with a blank page. So let's quickly recap. Without clear delegations you get overreach or paralysis and both always end badly. Every organisation needs a delegations register which documents who can make what decisions, who can approve what expenditure and up to what limits, who can enter binding commitments and what only the full committee can decide.

Kate H:

Keep it up to date, review it every year and start simple if you don't have one.

Kate M:

Clarity builds confidence and confidence gets shit done.

Kate H:

Our listener challenge this week is to ask if your committee has a delegations register. If yes, when was it last reviewed? If no, then this week write down the three most important delegations in your organisation who can approve membership, who can approve expenditure and up to how much and who can enter into binding contracts. Three lines, that is your starting point.

Kate M:

And to make your committee life easier, because that's what our job is, isn't it Kate? There's a delegations register template from Kate's Committee Companion, which is a compilation of checklists and frameworks and templates. You can download it from the show notes or the committeeroom.com.au, and you can build it out from there. If your committee doesn't have the time or the skills to do it in house and you need some practical support to get it done, then of course you can contact either of us through the links at thecommittereom.com.au.

Kate H:

So far in our Great People, Great Committees series we've looked at what governance means, how to get the right people in the room doing the right work, how to help new committee members hit the ground running, how to better distribute the workload and how to make clear boundaries at every level.

Kate M:

We'd love to hear your questions on these topics. So tell us what keeps you awake at night. Ask us about the things you're not sure about, the situations you're navigating and the topics you'd like us to tackle on the show. Use the contact form at the committee room dot com dot a u. Your question might shape a future episode. No question is too basic. If you're wondering, someone else is too.

Kate H:

And we are really excited that next week we'll be bringing you the first of our Your Questions Answered special episodes. We've already received some doozies, so we are looking forward to that. So if you've been finding our little podcast useful, please leave a review on our Facebook page or wherever you get your podcasts. Our Facebook page is helpfully called The Committee Room. Imagine that.

Kate H:

Reviews help us to share the committee love further. As Kate mentioned, the show notes and free downloads are at thecommitteeroom.com.au.

Kate M:

So as Kate said, next week, we've got the first of our your questions answered show. And then following that, we'll be wrapping up our great people, great committees series with an extra special finale, so don't miss out. Until then, I'm Kate McPhee.

Kate H:

And I'm Kate Hartwig.

Kate M:

And this has been The Committee Room. Don't forget.

Kate H:

You don't need good luck if you've got good governance.