Changing rules
It’s important that corporations review their rules regularly to make sure they still work for them. When you use your rule book you may notice rules that you don’t follow because they cause confusion or disagreement, need to be stronger, are too restrictive or don’t follow your traditional way of making decisions.
You should consider changing these rules.
Tip: Check how old your rule book is by the date it was registered on the Register of Aboriginal and Torres Strait Islander Corporations.
Step one: Draft changes or a new rule book
The directors or a working group review the current rule book and draft the changes.
You may want to consider a complete overhaul (a totally new rule book) or you might just make a couple of updates.
ORIC assistance
If you ask, ORIC will also look at your changes and proposed meeting notice and let you know if we have any concerns with meeting the requirements of the CATSI Act. Request assistance through info@oric.gov.au.
We also have a rules re-design workshop that can help.
Step 2: Call a general meeting
It’s the members who must agree to change the rule book by passing a special resolution.
When the directors are satisfied with the proposed changes, they should call a general meeting for the members to consider the proposed changes and vote on it.
The notice of the meeting should include:
- a copy of the proposed special resolution to change the corporation's rule book (the exact words of the special resolution)
- a copy of the proposed rule book changes.
The notice and a copy of the proposed rule book changes should be sent to all members of the corporation according to the requirements of your current rule book.
You can use our template notice of a general meeting with a sample special resolution for changes to the rule book
Step 3: Hold a vote at the general meeting
Members vote on whether they agree or disagree to the special resolution to adopt the proposed changes.
To pass a special resolution requires at least 75 per cent of the votes cast by members entitled to vote on the resolution to agree to it.
Evidence of your members’ decision (meeting minutes)
Keep accurate minutes of the meeting, and make sure the chairperson signs them after the meeting. The wording of special resolutions in meeting minutes need to be the same, word-for-word, as the meeting notice.
You can use our template of minutes from a meeting to change the rule book
Step 4: Ask the Registrar to register the proposed rule book
The proposed rule book doesn’t take effect until the Registrar has approved and registered it. Until then, you should follow your current rule book.
Within 28 days of the special resolution being passed, fill in a 'Request to change corporation rule book' form. You will need to attach:
- A copy of the notice for the meeting that includes the special resolution.
- A copy of the minutes of the meeting that show the special resolution and the decision of members. Some corporations provide an extract or summary in a new document. This is not sufficient.
- A copy of the proposed rule book – either the minor change/s or whole new rule book.
The Registrar will check the proposed rule book is workable and consistent with the CATSI Act. If it is, they will register it on the Register of Aboriginal and Torres Strait Islander Corporations and make it a public document. ORIC will send you a copy too.
If you can't lodge online, you can use a pdf form
