Changing your rule book

Step 1: Draft changes to your rule book

The board or a working group review the current rule book and draft proposed changes.  

You may want to consider a complete overhaul (a totally new rule book) or you might make minor changes to individual rules.

Step 2: Call a general meeting for members

When the board is satisfied with the proposed changes, they must ask members to consider and vote on them. This is done through a general meeting – either the next annual general meeting or if it’s too far away, the board can call a general meeting.

The board calls the meeting by giving notice of the meeting to all members at least 21 days before the meeting date. Check your current rule book for how your corporation is required to give notice for a general meeting.

The notice must tell members that business of the meeting will include making a decision to change the rule book. The notice must include:

• that a special resolution will be proposed at the meeting
• the exact words of the proposed special resolution to change the corporation’s rule book
• a copy of the proposed rule book changes either written in the notice or attached. 

Step 3: Hold a vote for members

At the general meeting, read out the special resolution to adopt the proposed rule changes; give members time to talk about it; then the chair asks members with voting rights to vote on it. 

To pass a special resolution requires at least 75% of the votes cast by members to agree to it.

Take meeting minutes

Minutes are evidence of the members’ decision. 

Keep accurate minutes of the meeting – wording of special resolutions in meeting minutes needs to be the same, word-for-word, as the meeting notice; include the outcome of the members’ vote. Make sure the chairperson signs the minutes after the meeting. Members do not need to approve the minutes of the meeting.

Directors make a statement

Directors must sign a statement saying the special resolution was passed in accordance with the corporation’s current rule book. 

Step 4: Ask ORIC to register your changed rules

You have 28 days from when members pass the special resolution to ask ORIC to register your proposed rule book changes. 

Lodge a ‘Request to change corporation rule book’ form at http://online.oric.gov.au.

Upload or attach your evidence showing you followed the process to change your rules:  

• A copy of the notice for the meeting that includes the special resolution, proposed rule book changes, and any attachments to the notice.
• A copy of the minutes of the meeting that show the special resolution was passed.
• A copy of the proposed rule book changes or the whole new rule book.
• A directors’ statement confirming the process used to pass the special resolution.

Step 5: ORIC decision

The Registrar or their delegate will check:

• your proposed rules are workable and consistent with the CATSI Act
• you followed the process to change the rule book.

They will make a decision on whether to approve and register the new rule book. 

If approved, ORIC will:

• publish your new rule book on the Register of Aboriginal and Torres Strait Islander Corporations
• send you a copy of the approved rule book. 

Remember: Your new rule book takes effect only when the Registrar has approved and registered it. Until then, you should follow your current rule book.