Secretariat

In the archives of the association, the most important documents are stored in a systematic and diligent manner to ensure their accessibility for future generations. Not only minutes and annual reports but also photos, newspaper clippings and personal reports can document the history of the association and the work done by volunteers. Business records must be kept for a period of ten years. In some cases, municipalities are willing to keep archives for associations. The archives of an association are especially important at anniversaries.

Question

Our association works with volunteers across Switzerland. They settle travel expenses for the association. For the processing of reimbursements, it is easiest if they send the tickets to the association via e-mail. Do original copies of the relevant receipts (travel costs, etc.) have to be collected? Or is it allowed to scan an original receipt, for example a paper train ticket, and archive it electronically as a PDF.

Answer

Business documents have to be stored for a period of ten years. This also applies to receipts. Generally speaking, an electronic receipt is permitted. It simply has to be stored in a way that allows it to be read for ten years. As we don't really know whether and how we will be able to read an electronic receipt in ten years, the receipts are archived in paper form. Original receipts can thus be scanned and sent to the association but have to be archived by the association as paper receipts for a period of ten years.

An association’s chronicle documents the history of the association. It can be compiled from archived documents and, if available, with statements from contemporary witnesses. Particularly high-quality editions are published in book form. Nowadays, one can find a concise association’s chronicle on the websites of many associations. Association anniversaries provide a suitable occasion to create or commission a chronicle.

The association must document its activities, i.e. keep records in the form of written documents such as minutes, annual reports, accounting records and other documents and retain these documents for at least ten years.

Question

We are in the process of establishing a new association that wants to launch a new sport in the municipality. Can we write in the articles association that in the event of the association's dissolution, the liquidation proceeds will be handed to the municipality for management. (If a new association with the same objectives is founded.) Should it be stated in the dissolution article that the association records should be handed over to the municipality for archiving?

Answer

Generally speaking, the articles of association should not contain any provisions that also pertain to third parties if they have not provided their express consent to such a regulation. Specifically, this means that associations must enquire with the municipality as to whether it agrees to manage the money and archive the association records.

Checklists are useful tools for repetitive processes and activities such as the planning and organisation of the annual meeting, the annual report or other meetings. Once created, they can be used and adapted repeatedly.

Committee decisions can be taken at a meeting or in the form of a circular resolution, in which all committee members express approval or rejection with their signature. Nowadays, where e-mail is more common than letters, the signature is replaced by an affirmative or negative sentence or by ticking the corresponding box. If a committee member requests an oral discussion, this must be granted. Circular resolutions are only valid if permitted by the articles of association.

Collaboration means doing things together: completing, achieving, accomplishing something. Every collaboration is defined by three "factors": the individuals ("I"), the group ("we") and the topic being worked on. In a good collaboration all three factors are considered, with none being given short shrift.

Committee meetings are held to take decisions concerning the management of the association. They should take place regularly and as often as necessary. They are convened and conducted by the chairperson. As a rule, there should be a list of agenda items and it should be clear which topics will be discussed and which decisions are to be made. A record shall be prepared of the resolutions that have been passed. Persons that are not committee members may participate in committee meetings, too, e.g. the executive manager or the secretary. They have no voting rights and are not allowed to participate in any decisions, however, they may participate in the discussion in an advisory capacity.

Consensus means agreement on a proposal or solution, with no tacit or overt disagreement. Thus, there are no losers. However, it is easier to reach consensus on uncontroversial topics. Complex, controversial topics require long discussions and therefore often take up a lot of time.

With a consent decision, a proposal is deemed to be accepted if there are no major or justified objections: Not "Yes, I agree!" but rather "I have no major, justified objection against it." Rather than the highest level of active consent, there is a minimum of concern. In other words, decisions are deemed "good enough" so they can be carried out quickly.

As a rule, the executive committee decides with a simple majority of the committee members present. For very important decisions, the committee members can apply the principle of consensus (unanimity). The committee regulations or the articles of association can stipulate what to do in the case of a tie or in case not all committee members are present. As a rule, the chairperson has the casting vote in the case of a tie.

This term refers to the distribution of responsibilities between the general meeting and the committee as well as between the committee and the administrative office or commercial business. It is important to describe tasks and responsibilities as well as decision-making powers for the different functions within the committee, too. Such a description should specify activities and define the authorisation to spend funds up to a certain amount as well as the obligation to inform the committee (reporting). The definition of powers and responsibilities can be part of the regulations. The responsibility for the activities of individual functions always lies with the entire committee as well.

To delegate a task means to entrust that task to another person or group. For instance, the committee may delegate tasks to working groups, to individual members of the association or to an administrative office. Together with the tasks, the corresponding powers (competencies) and the responsibility for them shall be delegated, even if the overall or ultimate responsibility remains with the committee.

In the context of associations, digital cooperation refers to the cooperation within the executive committee as well as to interactions with members or between them. Digital media facilitate the exchange of media content and offer the possibility to digitally create media content individually or together with other users. Digital collaboration includes joint data storage and processing (e.g. Dropbox, Google docs, etc.), communication channels such as WhatsApp, Slack, social media platforms and planning tools such as Trello and Doodle. With a survey tool such as Findmind or Surveymonkey, member’s needs and ideas can be surveyed at any time; the interactive Mentimeter presentation software is suitable for live surveys at the general meeting.

Where several individuals join together to pursue a common goal, it is useful to clarify responsibilities and competencies. This object can be accomplished by means of a functional description, the rules of distribution of responsibilities or by functional specifications. These documents specify the name of each function, to which body or area it belongs, what the duties, competences and responsibilities of the person entrusted with this function are and to whom he/she has to report on their work, i.e. who is the supervisor. A function diagram lists all functions available in the organisation.

The tasks, competencies and duties of a committee function or of employees are set up in the functional specifications.

The get it done session is a meeting format in which people meet in order to complete tasks together. Prior to the get it done session, the tasks are gathered and the time frame is defined. The potential tasks for a get it done session with management include preparing a budget, sending a mailing, cleaning up an archive, planning a social media campaign, etc. A get it done session can take place online or in person and lasts two hours or longer.

Kanban is a simple (Japanese) planning method that makes it easier to complete work and collaborate. Kanban makes the individual steps and tasks clear and helps to avoid misunderstandings and ensures that no tasks are "forgotten". With kanban, teams work with a shared analogue or digital board on which each task is recorded with a Post-it note, which is then moved either to the left (to do) or right (done) as the work proceeds.

Question

Who is king/queen of the association?

Answer

There is neither a king nor a queen in the association. The committee as an overall body assumes responsibility for the association's business. It has the right and the obligation to take care of the association's affairs and to represent it externally. That's what the law says.

Unless the articles of association provide more specific requirements, the committee can organise itself and the distribution of its tasks as it sees fit. It can, for example, introduce a departmental system. However, it is always true that the committee is a collegial body that assumes joint liability for the association. It must be ensured that all committee members can have their say. The chairperson cannot issue commands alone.

The organisation chart shows who works in which position/function for the association. It graphically displays the ranks of the different positions, to which area they belong and the relationship among the organisational units.

The committee is responsible for the management of the association. To accomplish the association’s tasks, a suitable structure and organisation of the management is necessary. In many cases, if the workload of the committee is unmanageable and if their financial situation allows it, associations set up a secretariat or an administrative office. Large associations create sub-units with different degrees of competence. There are associations with sections at the local and/or cantonal level and an umbrella organisation at the federal level.

The pending items list helps the executive committee to manage its matters on a day-to-day basis. It contains a list of what to do, who should do it, when to do it, and who to report to after completion of the task (what, who, by when, report to whom).

Question

Our committee has taken the decision to symbolically record the work it performs so as to be able to legitimise its position well during negotiations for subsidies. Is it only the time spent in attendance at the office that should be recorded? Or should the, in some cases, very long amounts of time required to reach the office also be taken into account as no other work can be performed during the journey?

Answer

It is great that you record your hours and can thus substantiate the work you perform! This forms the basis for the recognition of performed work, irrespective of whether compensation is provided for it or not. At the same time, the recording of hours worked is also helpful for things like job descriptions for interested volunteers.

Whether travel time should be included in these working hours is actually contentious, with both approaches being legitimate. Ideally, both should be reported separately, with different rates being applied to working hours and travel time (e.g. half the [fictive] remuneration for work is paid for travel time).

The executive committee may issue regulations for its executive management or for the administrative office and amend these if necessary. The regulations must not contradict the articles of association.

Within organisations, responsibilities are designated to different bodies or people. Responsibilities are either explicitly defined by a competent authority or the mandate results from the job description, the definition of powers and responsibilities, departmental processes, committee regulations or any other organisational basis. The clear definition of responsibilities is an important task of the management. A lack of clearly defined responsibilities leads to poor results and, in many cases, causes conflicts. A mandate is a contract type under the Code of Obligations (CO).

The retrospective is a meeting format in which a brief review of a (sub)project is carried out following its completion. It focuses on a discussion of how the (sub)project went and what needs to be changed for the next one. A retrospective can be conducted online or in person. It lasts at least one hour.

It is very helpful to have a clear definition of who is responsible for what, in other words, if there are clear rules of competences. This applies not only to the distribution of tasks between the different functions within the committee, but also between the committee and the administrative office, the secretariat or the operation. Clear competency rules help to prevent conflicts.

In the rules of procedure, the committee sets up rules that define its tasks and competences as well as the responsibilities of the entire committee, its different functions and its individual members. Depending on what is stipulated in the articles of association, the rules of procedure may also be issued by the general meeting.

The executive committee may adopt rules of procedure or business regulations for the organisation of its activities. These regulate and facilitate cooperation. Rules of procedure or regulations can be drawn up for all committees or executive bodies of an association.

The term social media refers to digital media and technologies that enable users to share media content and to create media content individually or together with other users. The most popular social media platform at the moment is Facebook. Social media also include services like Google+, Twitter, Dropbox, Flickr, Instagram, Doodle, WhatsApp.

Committee members often work a lot and they do not receive any remuneration. It is therefore important to promote not only member relations, but also relations with the committee. Good discipline in meetings and the appreciation of the honorary committee work can be helpful and motivating.

The term “internal communication” refers to the communication between the committee, members, working groups and commissions. Its purpose is the optimisation of organisational processes (efficiency), the dissemination of information (transparency), the exchange of opinions (dialogue). Good internal communication increases the motivation of the participants and promotes integration within the association.

The association maintains a list of members or a member file which contains the most important information about individual members (member data).

It is important to stay in contact with the association’s members regularly. Invitations to special events, an attractive fringe programme accompanying the general meeting and regular information about the association’s activities keep members interested in the association.

The membership administration includes the administrative part of membership relations such as address management, maintaining the list of members, mailing of printed matters, managing entries and departures, collection and booking of membership fees, issuing membership cards and maintaining the archive. Depending on the size of the association, you can find suitable software for membership administration.

An association’s administrative and organizational tasks can be simplified by using a corresponding software. There are countless software products ranging from accounting programs with simple payroll administration or address management systems to specific software for associations. Each association should look for a solution adapted to its own needs. As every association has different needs and as the software market is very dynamic and offers a large variety of products, vitamin B cannot give any recommendations, test comparisons or field reports. However, we keep a list with links of providers, which can be requested by email.

The protocol documents the course of a meeting. What is written down in the minutes must be factual. The minutes of the previous session will therefore be approved at the next meeting. This will ensure that they are accurate.

If a protocol item is inaccurate, its amendment can be requested. As a rule, the minutes of the last session are approved at the beginning of the next meeting. The correction of the protocol is indicated if a resolution or discussion has not been recorded correctly or if an important point has not been recorded in the minutes. A correction must be adopted by majority vote.

Committee meetings are held to take decisions concerning the management of the association. They should take place regularly and as often as necessary. They are convened and conducted by the chairperson. As a rule, there should be a list of agenda items and it should be clear which topics will be discussed and which decisions are to be made. A record shall be prepared of the resolutions that have been passed. Persons that are not committee members may participate in committee meetings, too, e.g. the executive manager or the secretary. They have no voting rights and are not allowed to participate in any decisions, however, they may participate in the discussion in an advisory capacity.

Question

It is not specified in our articles of association as to when the minutes of the general meeting have to be sent out. Is it sufficient to enclose these with the next invitation to the general meeting or should they be sent out as soon as possible after the meeting in question?

Answer

There are no legal regulations on the distribution of minutes. If the articles of association do not specify anything in this regard and there are no long-standing, appropriate customs in place, the committee can distribute the minutes as it sees fit.

The benefit of a prompt distribution is that the members - and especially also the absent members - are informed of the relevant resolutions in a timely manner. If the minutes have to be approved by the general meeting, they are referred to as "draft minutes". The timely distribution of the draft minutes following approval by the committee allows for members to be called on to raise any objections they may have. Where necessary, the committee can then present an amended version to be voted on at the next meeting. Under Article 75 of the Swiss Civil Code (ZGB), a member can challenge resolutions that breach the law or the association's articles of association before a competent court within one month of receiving the minutes. This is another reason why early distribution makes sense.  Otherwise, a complaint could still be filed after a year.

If the invitation is sent out via e-mail, the minutes can be attached as an additional document. If the association has an internal area on its website, the document can be stored here and the members informed accordingly.

Conclusion:

• The minutes serve to provide information to members, a fact that speaks in favour of their prompt distribution.
• To ensure that the members can approve the minutes at the general meeting, they need to be familiar with their wording, which represents an argument for distributing the minutes (again) together with the invitation.
• To save paper, it is advisable to make use of electronic options. When doing so, however, consideration has to be given to members who are not electronically networked.
• As a rule, the minutes are signed by both the minute-taker and the chairperson.
• The committee can also govern the distribution of minutes by presenting a corresponding motion to the general meeting. This means that member wishes can be accommodated. This does not require a corresponding provision in the articles of association. Instead, a meeting resolution recorded in the minutes suffices.

Question

I have recently been elected to the committee of an association, have assumed the role of secretary and take the minutes during meetings. The chairperson is now requesting that parallel minutes also always be taken, meaning that two people take minutes to make sure everything is recorded. I find the work that this entails to be excessive and believe it shows a lack of trust. Furthermore, we approve the minutes at the start of meetings so that it is possible for any corrections or additions to be made. Do I have to accept this instruction?

Answer

I completely understand how you feel here. I would like to make the following comments in this regard:

• When it comes to taking minutes, the amount of effort involved should be limited. You need to take into account what purpose the minutes fulfil. In most cases, the objective is to record resolutions in a manner that makes them comprehensible. In the vast majority of cases, verbatim minutes are not required. Given the lack of resources within committees and where the agenda contains "innocuous" items, taking parallel minutes doesn't make sense.
• The chairperson is not allowed to rule on everything on their own authority. If anything, I would ask for a discussion and, where necessary, a vote on the taking of minutes within the committee.
• The ability to delegate is an important prerequisite for performing the role of chairperson. This enables the chairperson not only to reduce their workload, but also to gain motivated committee members.

If a document of legally significant content is altered or misrepresented, this may be criminal forgery or false certification. Changing the minutes without the consent of the parties involved may constitute falsification of a document.

At the beginning of the meeting or assembly, the keeper of the minutes is appointed unless it is always the same person. The protocol serves as evidence of what matters have been discussed and what decisions have been taken. Keeping the minutes is a demanding task. Delicate protocol items are to be confirmed by the participants before the definitive protocol is drawn up. It is good practice to summarise what shall be written down in the minutes before the meeting ends.

The minutes document the events of a meeting concisely and in written form. They record which members were present or absent and describe the discussed agenda items. They help participants remember the discussions and resolutions of a meeting at a later time and serve as a planning and control instrument. They answer the following questions: Which decisions were taken? What was the number of votes for and against each motion? Who is responsible for doing what by when? The minutes should be sent to all members (present and absent) immediately after the relevant meeting. They must also be clear even to those who did not attend the meeting. The minutes must be accurate because they form the basis for the contestation of decisions. The minutes are called a record of resolutions if only the decisions of the committee or the general meeting are recorded in writing. However, those who voted against the resolution are entitled to have their position recorded, too. In addition, there are also more comprehensive protocols that describe the course of the debate or list the exact wording (verbatim records or full protocol).

The record of resolutions states the results of a meeting in writing: Resolutions (for important matters indicating the majority and minority votes), responsibilities, due dates and reporting lines. In contrast to the record of resolutions, the full protocol contains the exact wording of all votes (e.g. court minutes or parliamentary minutes). A common variety is the intermediate form, the summary protocol, which lists only the main points of discussion and the resolutions.

Both the general meeting and the committee can pass resolutions by deciding on a subject matter. A record shall be prepared of the resolutions that have been passed.

The secretariat handles the administrative tasks of the association such as keeping the minutes of a meeting and maintaining member lists. It is managed by a committee member or by delegation through the administrative office. The corresponding committee function is also called secretariat.

The committee member who keeps the minutes is called secretary. The department that keeps the minutes can also be called administration or secretarial office and may be responsible for other tasks such as archive management or membership administration.