M3: Learner Manual

3. Aboriginal and Torres Strait Islander Corporations

Aboriginal and Torres Strait Islander groups can incorporate under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act). As a corporation, they must create and abide by a constitution (the rule book).

An Aboriginal and Torres Strait Islander corporation must have a written constitution, which at a minimum:

·       Sets out the corporation’s name and objectives.

·       Sets out a dispute resolution mechanism for disputes internal to the corporation.

The constitution may also:

·       Modify or replace some or all of the ‘replaceable rules’, and/or

·       Add other rules, provided they are workable and consistent with the Act

·       Change the way some of the set laws work for the corporation.

The corporation’s constitution is effectively a contract:

·       Between the corporation and each member.

·       Between the corporation and each director and corporation secretary.

·       Between a member and each other member.

Replaceable rules

The CATSI Act adopts a framework of rules that can be replaced similar to the Corporations Act 2001. These rules can be adopted as is or replaced with a rule that better suits the corporation’s own needs and circumstances. The replaced rule cannot simply state that the replaceable rule does not apply—it must cover the subject matter of that rule.

They allow corporations to adopt good governance procedures or tailor their rule book to their particular circumstances.

Set laws

The set laws apply to all corporations and cannot be changed like a replaceable rule because they are part of the CATSI Act. They cover things that are essential for ensuring good governance, such as members being able to ask directors to call a general meeting.

Optional rules

Corporations can create extra rules that suit their circumstances, as long as they comply with the CATSI Act.

Changing an Aboriginal and Torres Strait Islander Corporations Constitution

For the corporation to change its constitution, the following steps must be complied with:

·       The corporation must pass a special resolution effecting the change.

·       If, under the corporation’s constitution, there are further steps that must also be complied with to make a change, those steps must be complied with

o   The corporation must lodge certain documents under rule 20.2.

o   The registrar must make certain decisions in respect of the change and, if appropriate, must register the change[1]