Replaceable rules
Some rules in the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act) are ‘replaceable’. This is similar to the Corporations Act 2001.
A replaceable rule is one that a corporation can either adopt as it is or replace it with another rule on the same topic that better suits its needs and circumstances.
If a corporation replaces a replaceable rule, the corporation’s version must be written in its rule book. If a corporation adopts a replaceable rule as it is, the corporation doesn’t have to write it in their rule book but they still need to follow it. We recommend writing all adopted replaceable rules in your rule book so that you don’t forget that they still apply to you.
There are certain parts of the CATSI Act that the Registrar can grant exemptions for. An exemption means that a corporation does not have to comply with that part of the Act.
Rules that can be replaced
At section 57-5 of the CATSI Act is a list of internal governance rules for corporations. The list also shows if the rule is replaceable. We’ve listed only the replaceable rules in the table below.
| Subject | CATSI Act section | What part can be replaced | RNTBC requirements |
|---|---|---|---|
| Members and observers | |||
| Application to corporation [for membership] | 144-5 | subsection (2) | |
| Determination of application for membership | 144-10 | subsection (7) | RNTBC directors are limited in when they can refuse an application |
| Resignation [of membership] | 150-10 | subsection (2) | |
| Member not eligible for membership | 150-20 | whole section | This section does not apply to RNTBCs. See section 150-22 instead. Section 150-22 is not a replaceable rule. |
| Observers | 158-5 | subsection (2) | |
| Corporation or directors may allow members to inspect books | 175-15 | whole section | |
| Meetings | |||
| Director may call meetings | 201-1 | whole section | |
| Notice of general meeting to members, officers and observers | 201-25 | subsections (2), (5) and (6) | |
| Quorum | 201-70 | subsections (1), (2), (5) and (6) | |
| Chairing general meetings | 201-75 | whole section | |
| Adjourned meetings | 201-85 | subsection (2) | |
| Who may appoint a proxy | 201-90 | whole section | |
| How many votes a member has | 201-115 | whole section | |
| Objections to right to vote | 201-120 | whole section | |
| How voting is carried out | 201-125 | whole section | |
| When and how polls must be taken | 201-140 | whole section | |
| Calling directors' meetings | 212-5 | whole section | |
| Chairing directors' meetings | 212-15 | whole section | |
| Passing of directors' resolutions | 212-25 | whole section | |
| Circulating resolutions of corporation with more than one director | 215-1 | whole section | |
| Officers | |||
| Corporation may appoint a director | 246-15 | whole section | |
| Directors may appoint other directors to make up a quorum | 246-20 | whole section | |
| Term of appointment | 246-25 | subsections (1) and (3) | |
| Alternate directors | 246-30 | whole section | |
| Director may resign | 249-5 | subsection (2) | |
| Terms and conditions of office for secretaries | 257-45 | whole section | |
| Terms and conditions of contact person's appointment | 257-50 | whole section | |
| Powers of directors | 274-1 | whole section | |
| Negotiable instruments | 274-5 | whole section |
If your corporation is an RNTBC
The rule about deciding member applications must say that if the applicant is eligible for membership and applies in the proper way, directors must accept the application for membership. There must be no rules that say otherwise (section 144–10 (3A)).
