Rule books

The Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act) requires every corporation to have internal governance rules. We call this a ‘rule book’ for short.

The rule book is a critical tool in supporting transparent governance practices in corporations. It provides clear guidance to the corporation and its members on the rules the corporation must follow. 

It’s the key governing document that sets things like: what a corporation is set up to do; whether its not-for-profit or for-profit; who is eligible to be involved; who has authority for what and how they’re accountable for it; the processes for making decisions.

Rules for internal governance

A rule book includes rules that:

• are set in the law and cannot be changed
• can be replaced
• can be changed
• are specific to the corporation – its constitution. 

The constitution contains everything that is customised or tailored to the corporation, that is:

• the corporation’s rules required by the CATSI Act (its name, objectives, membership eligibility and internal dispute resolution)
• any of the provisions that were replaced 
• any of the provisions that were changed 
• any other special rules the corporation added (other rules are only allowed if they are workable and consistent with the Act) 

There are extra rule book requirements to consider if your corporation is a registered native title body corporate (RNTBC).

Read more on the types of rules

It’s important to know 2 things:

1. If a rule is set by the CATSI Act, it still applies, even if it’s not written into the rule book.
2. If a rule in the rule book goes against what’s in the CATSI Act, the CATSI Act overrides it. 

Deciding the rules

As the CATSI Act is designed with self-determination and member control in mind, it’s up to the members of each corporation to decide what internal governance rules are appropriate for them. This includes the extent to which the governance structure and decision-making practices should reflect the members’ traditional cultural governance.

The Registrar’s role is to decide whether or not to register a rule book. The Registrar can only register a rule book after checking it is internally consistent, workable and adequate for the context in which the corporation operates, and meets the requirements of the CATSI Act. If the corporation is an RNTBC, the Registrar must also consider whether it is consistent with the Native Title legislation.

Legal force of the rule book

The rule book is a contract between:

• the corporation and each member
• the corporation and each director (and its secretary if it's large)
• members. 

As the rule book has legal force as a contract, it must be written in English to support legal certainty. 

Access to rule books

Members have the right to see their corporation’s rule book free of charge. 

• If the corporation’s size is large, it must make its rule book available at its registered office on business days from 10 am to 12 noon, and from 2 pm to 4 pm. 
• If the corporation’s size is medium or small, it must make its rule book available at its document access address within 7 days of a written request.
• If a member asks for a copy, the corporation must give it to them within 7 days. 

The corporation is required to lodge its rule book with the Registrar, resulting in it being a public document on the Register of Aboriginal and Torres Strait Islander Corporations. This supports transparency in internal governance by allowing members, common law holders, funding bodies and other stakeholders access to the rule book.

It’s a good idea to give each member of your corporation a copy of the rule book or provide them a link where they can download it from your corporation’s website or oric.gov.au. It’s also a good idea to bring a copy to every corporation meeting.

What not to put in a rule book

There are some things that shouldn’t go in your rule book. Anything you might want to change year-to-year or with a lower threshold for approval is better kept in separate governing documents such as policies or procedures.

Some things that you probably don’t want to put in your rule book include:

• what happens in the day-to-day business of the corporation
• how the corporation manages its employees
• your strategic plan
• your business plan.