Just as the rules of a sport outline how a sport is played, a set of documents outline the rules for governing an organisation. These documents should provide a clear set of rules about when things happen and how things are done. Additionally, a good set of governance documents explicitly outline the duties, responsibilities and powers of members, directors and management. These rules are in place regardless of who is in charge and ensure continuity in the organisation.

The two most important documents are an organisation’s constitution and the legislation under which an organisation is incorporated. Every constitution should outline an organisation’s objects and powers, members and membership conditions, board structure, director appointments, meeting procedures, management of company documents, auditors, accounts, indemnity and insurance of directors, and the process of winding up. The incorporating act may also impose requirements concerning the duties of directors, powers of members, meetings and meeting procedures, and other critical information which binds the organisation and should therefore be considered. Organisations may also have a set of regulations, which are usually created under a power located in the constitution. These provide more detail or specifics on areas outside the fundamental governance matters found in a constitution.

Generally, a combination of the constitution and the incorporating act will divide duties, responsibilities and powers between members and the board. However, the board may wish to delegate some of its powers to management or committees. These delegations should be explicitly outlined in writing in a delegated authority document for management and a terms of reference for each committee.

Unclear, incomplete or poor documentation can lead to serious problems. As an extreme example, some sports have ended up in costly legal battles over who is actually a director of the organisation because of different interpretations of the constitution. Furthermore, confusing or poorly written documents can lead to conflict because of perceived overlaps in the duties, responsibilities and powers.

Ultimately, these documents are both the rules of an organisation and a reference point for members, directors and management. People should be able to read these documents and understand what responsibilities they have and when they are expected to fulfil them. Also, these documents provide the foundation for both raising and resolving disputes and so must be written as clearly as possible.