RULE BOOK - NATSIWAnatsiwa.org.au/.../2014/...approved-19th-Jan-2016.pdf · 3 Rule Book for...

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Rule Book for National Aboriginal & Torres Strait Islander Women's Alliance (Indigenous Corporation) ICN 7849 approved by a delegate of the Registrar on 19th January 2016.

National Aboriginal &

Torres Strait Islander Women’s

Alliance (Indigenous Corporation)

ICN 7849

ABN 27 732 591 422

RULE BOOK

This Rule Book complies with the

Corporations (Aboriginal and Torres Strait Islander) Act 2006.

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CONTENTS

1. NAME ............................................................................................................................................. 4

2. DEFINITIONS .............................................................................................................................. 4

3. AIMS AND OBJECTIVES ......................................................................................................... 4

4. STRUCTURE ................................................................................................................................ 4

5. MEMBERSHIP ............................................................................................................................. 5

6. HOW TO BECOME A MEMBER ............................................................................................ 6

7. MEMBERS RIGHTS ................................................................................................................... 6

8. MEMBERS RESPONSIBILITES ............................................................................................. 6

9. LIABILITY OF MEMBERS .......................................................................................................7

10. MEMBER COMPLAINT ..................................................................................................................7

11. HOW TO STOP BEING A MEMBER ............................................................................................7

12. CANCELLING MEMBERSHIP ......................................................................................................7

13. THE REGISTER OF MEMBERS AND FORMER MEMBERS ...............................................8

14. CALLING A GENERAL MEETING ..............................................................................................8

15. ANNUAL GENERAL MEETING (AGM) TIMING ....................................................................9

16. GENERAL MEETING BUSINESS .................................................................................................9

17. QUORUM AT GENERAL MEETINGS .........................................................................................9

18. CHAIRING GENERAL MEETINGS..............................................................................................9

19. MEMBERS’ RESOLUTIONS .......................................................................................................... 9

20. SPECIAL RESOLUTIONS .............................................................................................................. 9

21. VOTING ............................................................................................................................................. 10

22. OFFENSIVE MATERIAL .............................................................................................................. 10

23. VOTING PROCEDURES FOR ANNUAL GENERAL MEETINGS ..................................... 10

24. DEMANDING A POLL .................................................................................................................. 11

25. USING TECHNOLOGY ................................................................................................................. 11

26. STATE/TERRITORY/TORRES STRAIT ISLANDER MEMBERS MEETINGS .............. 11

27. APPOINTMENT AND REMOVAL OF DIRECTORS ............................................................. 12

28. ELIGIBILITY OF DIRECTORS .................................................................................................. 12

29. COMPOSITION OF THE BOARD OF DIRECTORS.............................................................. 12

30. HOW TO BECOME A DIRECTOR ............................................................................................. 12

31. DIRECTORS’ TERMS OF APPOINTMENT ............................................................................. 13

32. HOW TO BECOME AN OFFICE BEARER .............................................................................. 13

33. DIRECTORS’ MEETINGS ............................................................................................................ 13

34. QUORUM FOR DIRECTORS MEETINGS ............................................................................... 13

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CONTENT…..

35. CHAIRPERSON DIRECTORS MEETINGS .............................................................................. 13

36. RESOLUTION AT DIRECTORS MEETINGS .......................................................................... 14

37. ALTERNATE DIRECTORS .......................................................................................................... 14

38. HOW TO FILL VACANCIES ........................................................................................................ 14

39. HOW TO STOP BEING A DIRECTOR ...................................................................................... 14

40. HOW TO REMOVE A DIRECTOR ............................................................................................. 14

41. DIRECTORS’ AND OFFICERS’ DUTIES .................................................................................. 15

42. DELEGATION OF POWERS ........................................................................................................ 15

43. PAYMENT .......................................................................................................................................... 15

44. CONFLICT OF INTEREST (MATERIAL PERSONAL INTEREST) ............................................. 15

45. RELATED PARTY BENEFIT ....................................................................................................... 16

46. USING TECHNOLOGY ................................................................................................................. 16

47. CONTACT PERSON ....................................................................................................................... 16

48. COMPLAINTS COMMITTEE ...................................................................................................... 16

49. RECORDS .......................................................................................................................................... 17

50. AUDITS AND ACCOUNTS (FINANCES) ...................................................................................... 17

51. APPLICATION OF FUNDS ........................................................................................................... 17

52. POWERS AND DUTIES ................................................................................................................. 17

53. DISPUTE RELOUTION ................................................................................................................. 17

54. CHANGING THE RULE BOOK ................................................................................................... 18

55. GIFT FUND ....................................................................................................................................... 18

56. WINDING UP .................................................................................................................................... 19

I NDIVIDUAL MEMBERSHIP APPLICATION FORM…………………..……………………...20

ORGANISATIONAL MEMBERSHIP APPLICATION FORM…………..…………………..…21

CONSENT TO ACT AS A DIRECTOR FORM…………………………..………………………..23

Rule Book for National Aboriginal & Torres Strait Islander Women's Alliance (Indigenous Corporation)

approved by the Delegate of the Registrar (Lorraine Rogge) on 19th January 2016

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1. NAME The name of the corporation is the:

NATIONAL ABORIGINAL & TORRES STRAIT ISLANDER WOMEN’S ALLIANCE

(INDIGENOUS CORPORATION).

2. DEFINITIONS

The governing Act is the Corporations (Aboriginal and Torres Strait Islander) Act

2006 (Commonwealth) and all definitions in this Act apply to these rules.

3. AIMS AND OBJECTIVES

The corporation aims to work to advocate and empower the voices of Aboriginal and Torres Strait

Islander women in Australia. The main objectives of the Corporation are to:

a) Provide national leadership and recognition of the status and of the rights of Aboriginal

and Torres Strait Islander women;

b) Protect and advance the wellbeing and rights of Aboriginal and Torres Strait Islander women;

c) Secure economic, political, social, educational, cultural and environmental futures for

Aboriginal and Torres Strait Islander women by working with governments, service providers,

communities and other stakeholders;

d) Build strong relationships with government, industry and among Aboriginal and

Torres Strait Islander women, based on mutual respect and equality;

e) Identify issues, research solutions and educate government service providers and

Aboriginal and Torres Strait Islander women to achieve the above purposes; and

f) Be an international voice by advocating on behalf of Aboriginal and Torres Strait Islander women.

4. STRUCTURE

The National Aboriginal & Torres Strait Islander Women’s Alliance is an alliance

of State/Territory Affiliates.

The national body is based on all memberships of NATSIWA, which is governed by their respective state

and territory structures – known as Affiliates. There is one Affiliate for each of the six states, as well as

the Australian Capital Territory, Northern Territory and the Torres Strait Island region. An Affiliate will

comprise all Members located in a State, Territory or geographic region, provided their number exceeds

20. Affiliates will be designated by their State or Territory name e.g. South Australia Aboriginal and

Torres Strait Islander Women’s Alliance.

a) National Aboriginal &Torres Strait Islander Women’s Alliance

The national body is based on all memberships of NATSIWA, which is governed by their respective

state and territory structures – known as Affiliates.

Other members of the National body include organisational memberships. The National Body is responsible for NATSIWA’s Constitution and national platform. It is the

organisational arm’s highest forum for debating national policies. Views of national body are not

binding on the affiliates, but do carry considerable weight as the stated position of the organisation on a

range of policy issues.

b) Affiliates

Affiliates are made of up individual and/or organisational memberships from each of its respective state

or territory.

Each of the Affiliates are autonomous and has their own constitutions or governance arrangement (terms

of reference).



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The constitution or terms of reference of each Affiliate lays out the structure of the affiliate for that State

or Territory and lays down the rules of membership, election of office-bearers, and pre-selection of

candidates for NATSIWA Board. Affiliates decide who will represent their jurisdiction on a national

level on the NATSIWA Board.

If there is no affiliate in a state or territory, the individual membership will vote on its representative.

The national body (NATSIWA) and its Affiliates each have clearly defined and separate roles.

5. MEMBERSHIP

Who is Eligible?

5. 1. Individual Membership

An individual may apply for membership if the person is:

a) An Aboriginal and / or Torres Strait Islander woman; and

b) 18 years and over.

c) All individual members of NATSIWA shall be considered a member of the NATSIWA’s

Affiliate in their state or territory

5. 2. Organisational Membership

An organisation that represents the interests of Aboriginal and Torres Strait Islander women at a national,

regional, state or territory level may apply for membership if it meets at least three of the following criteria:

a) be incorporated as an organisation, company or association

b) at least 51% of the organisation’s members are Aboriginal and or Torres Strait Islanders

c) at least 51% of the organisation’s members are female

d) at least 51% of the organisation’s Board/Committee/Council members are Aboriginal

and/or Torres Strait Islander

e) that the principal purpose and activity of the organisation is related specifically to

Aboriginal and/or Torres Strait Islanders.

An organisational member must nominate an Aboriginal and Torres Strait Islander woman as their

representative. An organisations representative will be granted one vote on behalf of the organisation. If

that woman is also an individual member then she will have two votes, one in her individual capacity,

and one on behalf of the organisational member.

5. 3. State and Territory Affiliate

An organisation is eligible to become an affiliate member if the organisation: a) is an Aboriginal and Torres Strait Islander Community Controlled Body;

b) is committed and adheres to the vision and principles of the National Aboriginal & Torres

Strait Islander Women’s Alliance Constitution;

c) has in its constitution, objects similar to, or consistent with the following: i. Provide leadership and recognition of the status and of the rights of Aboriginal

and Torres Strait Islander women;

ii. Protect and advance the wellbeing and rights of Aboriginal and Torres Strait

Islander women;

iii. Secure economic, political, social, educational, cultural and environmental futures for

Aboriginal and Torres Strait Islander women by working with governments, service

providers, communities and other stakeholders;

iv. Build strong relationships with government, industry and among Aboriginal and

Torres Strait Islander women, based on mutual respect and equality;

v. Identify issues, research solutions and educate government service providers

and Aboriginal and Torres Strait Islander women to achieve the above

purposes; and

vi. Advocate on behalf of Aboriginal and Torres Strait Islander women.



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6. HOW TO BECOME A MEMBER Applications for membership of NATSIWA must be in a form approved by the Board, be signed by the

applicant and include:

6.1. Individual a) a copy of the applicants Confirmation of Aboriginality

b) a written commitment that at all times

While a member of NATSIWA the applicant will abide by:

i. this Constitution; and

ii. the Members' Charter.

6.2 Organisation

a) a copy of the current constitution or constituent document of the applicant, for applications as

an Organisation/Affiliate Member; and

b) a written commitment that at all times while a member of the NATSIWA the applicant will abide by:

i. this Constitution; and

ii. the Members' Charter.

Each Organisational member may, by written notice to the Secretary:

c) appoint one Delegate to act as its representative at the national body level in all matters connected with

NATSIWA, as permitted by the CATSI Act and subject to clause Item 23A; and

d) remove and replace its representative

7. MEMBERS RIGHTS

A. A member can:

a) Attend, speak and have 1 (one) vote at general meetings;

b) Be made a director (see Item 30);

c) Put forward resolutions at general meetings;

d) Ask the directors to call a general meeting;

e) *Look at the books and records of the corporation - the register of members, the minutes of

general meetings and the audited financial statements; and

f) *Look at other books and records of the corporation that are not subject to privacy or

confidentiality laws if the directors or the members have passed a resolution allowing them to

do this.

B. No Member may use the name of NATSIWA in support of any political campaign or in support of any

candidate for public office, other than with written consent of the Board.

8. MEMBERS RESPONSIBILITES

A member must:

a) Follow the corporation’s rules;

b) Let the corporation know if they change their address;

c) Treat other members with courtesy and respect;

d) Abide by the Code of Conduct and Code of Ethics

e) Not interfere with the operations of the corporation or the conduct of corporation meetings.

*Note: Such requests need to be made in writing to the Board, who will then ensure that the request is actioned

within 14 days from the next Board meeting. The requested documents highlighted in rules 7A. (e) &

(f) will then be made available to view at the registered place of business.



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9. LIABIBILTY OF MEMBERS

Members do not have to pay corporation debts if the corporation is wound up.

10. MEMBER COMPLAINT

a) A Member may make a complaint to the Board where the Member believes that

another Member:

b) has persistently refused or neglected to comply with this rule book; or

c) has acted in a manner that would be grounds for expulsion pursuant to Item 12B

10.1 The Board must:

a) cause a notice of the complaint to be served on the member that is the subject of the

complaint; and

b) refer the complaint to the NATSIWA complaints committee.

10.2 The Complaints Committee must:

a) give the member at least 21 days from the time the notice is served within which to

make submissions to the complaints committee in response to the complaint; and

b) take into consideration any submissions made by the member.

10.3 After considering the complaint and any submissions in connection with the

complaint the complaints committee may:

a) expel a member involved in the complaint pursuant to clause Item 12B at a General Meeting

b) dismiss the complaint; or

c) issue a formal warning to either member involved in the complaint.

11. HOW TO STOP BEING A MEMBER

A person stops being a member if:

a) They resign in writing;

b) They are deceased; or

c) Their membership is cancelled.

The person’s name and date they stopped being a member is put on the register of former members.

12. CANCELLING MEMBERSHIP

If a member:

a) Cannot be contacted for two years; or

b) Misbehaves and/or any breaches in accordance with the NATSIWA Code of Conduct and/or Code

of Ethics (i.e. the member has behaved in a manner that significantly interfered with the operation

of the corporation or the conduct of the corporation meetings).

Their membership can only be cancelled by special resolution at a general meeting. The directors must

then send that person a copy of the special resolution at their last known address, as soon as possible after

it has been passed.

If a person is not eligible for membership for some other reason, the directors can cancel their

membership by passing a resolution at a directors meeting. Before the meeting, directors must give the

member 14 days to object in writing. If the member objects, with a valid reason, the directors cannot

cancel the membership. The member can only then be removed at a general meeting by resolution.



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13. THE REGISTER OF MEMBERS AND FORMER MEMBERS

The register of members and former members can be maintained in one document. It must be kept at the

corporation’s documented address or registered office and it must be made available for viewing at the

annual general meeting (AGM).

The register must contain:

a) Members’ and former members’ names and addresses;

b) The date when the names were put on the list;

c) Whether or not the member is an Aboriginal person; and

d) For former members, the date when they stopped being a member.

If an application for membership is received after a notice for an AGM, or a general meeting has been issued

by the corporation, the person’s name cannot be entered on the register of members until the AGM or

general meeting is held (even if the application has been approved in accordance with Rule).

14. CALLING A GENERAL MEETINGS

1. Notice for General Meetings

At least 21 days’ notice must be given for all general meetings.

The notice must be given to members, directors, officers, the contact person and the auditor (if the

corporation has an auditor).

The notice must set out:

a) The place, date and time for the meeting;

b) The business of the meeting; and

c) If a special resolution or a member’s resolution is being proposed, what the resolution is. The

notice can be given to all members in one or more of the following ways:

d) Personally (or in a manner that which accords with Aboriginal or Torres Strait Islander

custom);

e) Sent by post to the members address;

f) Sent by fax, email, or SMS; or

g) By placing an advertisement in the local newspaper.

h) A notice of general meeting:

i) Sent by post is taken to be given three days after it is posted; and

j) Sent by fax, or other electronic means, is taken to be given on the business day after it is sent.

2. General Meetings

a) Directors (that is, two or more directors) can call a general meeting.

b) The members can ask directors to call a general meeting as outlined below.

c) The directors must call the general meeting within 21 days

d) Number of members Number of members in corporation needed to ask for a general

meeting 2 to 10 members = 1 member

11 to 20 members = 3 members

21 to 50 members = 5 members 51 members or more = 10% of members



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15. ANNUAL GENERAL MEETING (AGM) TIMING

The corporation must hold an AGM before the end of November each year.

16. GENERAL MEETING BUSINESS

The following business must be completed at each AGM:

a) Confirmation of the minutes of the previous general meeting;

b) Presentation of directors’ reports, general reports and financial reports;

c) To receive notice of the election/appointment of Directors;

d) Choosing an auditor (if required) and agreeing on their fee; and

e) Checking the register of members and register of former members.

17. QUORUM AT GENERAL MEETINGS

The quorum for a general meeting shall comprise at least two members from each State or

Territory/Torres Strait.

The quorum must be present during the whole meeting. If there is no quorum after one hour, the meeting

is adjourned. The Chairperson will decide the next available date but no later than 14 days. If there’s still

no quorum, the meeting is cancelled

18. CHAIRING GENERAL MEETINGS

The Chairperson of the corporation will Chair the general meetings.

If the Chairperson is not available, the Deputy Chairperson shall take the Chair, if the Deputy Chairperson

is not available, the Board must appoint another member to Chair the meeting.

19. MEMBERS’ RESOLUTIONS

The members can propose a notice of a resolution and then give it to the corporation.

Number of members Number of members

in corporation needed to propose a resolution

2 to 10 members = 1 member



51 members or more = 10% of members

The notice must set out the resolution in writing and must be signed by the members proposing it. The

corporation must give notice of the resolution to all people entitled to it (see rule 14).

The corporation must consider the resolution at the next meeting, which is being held at least 28 days after

the notice, has been sent out.

20. SPECIAL RESOLUTIONS

Special Resolution must be passed by a General Meeting of NATSIWA to effect the following changes:

a) a change of the NATSIWA’s name;

b) a change of the NATSIWA’s rules;

c) a change of the NATSIWA’s objects;

d) an amalgamation with another incorporated body;

e) to voluntarily wind up NATSIWA;

f) apply for registration as a company or a co-operative.

g) to expel a member,



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h) to pass a resolution to stand down the board

i) a special resolution shall be passed by 75% majority of voting members present who make up the

Special meeting quorum.

All other resolutions are ordinary resolutions

21. VOTING

Subject to Rule 5.2, each member has one vote, with each organisational representative also afforded one

vote. The chair of the meeting has one vote plus a casting vote which may be used when the vote is tied.

A challenge to a right to vote at a general meeting may only be made at the meeting, and must be determined

by the Chairperson, whose decision is final.

A resolution can be decided by majority on a show of hands, unless a poll is demanded.

(A poll is a formal vote, not by show of hands - for example, by writing on a voting paper or placing marbles

in labeled jars.)

The Chairperson declares the results of the vote, on a show of hands, or when a poll is demanded.

22. OFFENSIVE MATERIAL

A person may be refused admission to, or required to leave and not return to, a meeting if the person:

a) refuses to permit examination of any article in the person's possession; or

b) is in possession of any: i. electronic or recording device;

ii. placard or banner; or other article, which the Chairperson considers to be

dangerous, offensive or liable to cause disruption.

23. VOTING PROCEDURES FOR ANNUAL GENERAL MEETINGS

23.1 Voting a) Where a NATSIWA State or Territory Affiliate is in existence then that Affiliate will nominate a

director from their respective Board to be that State or Territory’s representative on the NATSIWA

Board.

b) This nomination will be endorsed at the AGM.

23.2 The following applies for State/Territories that do not have Affiliates: a) According to NATSIWA all elections to fill vacancies for directors (except for casual vacancies) must

take place by ballot.

Nominations b) Members are contacted by letter (sent by post or electronically) in August of each year calling for

nominations for suitable candidates to be elected as directors of NATISWA’s board and giving them

notice of the Annual General Meeting (AGM).

c) Nominations for candidates are to be received by a date nominated by the Board each year. d) Notices of meetings, together with ballot papers will be sent out by post or electronically, to be

received by members within 21 days prior to the Annual General Meetings

Voting Process; e) Voting will take place by electronic or postal ballot. f) Votes for the election of directors, whether postal or electronic must be received at least 7 days before

the AGM.

g) The candidate who receives the highest number of votes will be elected.

Voting Rights;

h) Voting rights are the same as if by poll, namely: i) Each individual and organisation member has one vote.



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24. DEMANDING A POLL

Any member entitled to vote on the resolution or the Chairperson can demand a poll. A poll

can be held before or after a show of hands vote.

A poll on the election of a Chairperson or on the question of an adjournment must be taken

immediately. A poll demanded on other matters must be taken when and in the manner the

Chairperson directs.

25. USING TECHNOLOGY

General meetings can be held at more than one place using any technology that gives members a way of

taking part.

26. STATE/TERRITORY/TORRES STRAIT ISLANDER MEMBERS MEETINGS

The Corporation may hold State/Territory/Torres Strait members meetings for the purpose of electing the 9

directors, one from each State/Territory/Torres Strait, and engaging in consultation with the members of the

corporation within that State/Territory/Torres Strait.

The states include Queensland, New South Wales, Victoria, Tasmania, South Australia and Western

Australia. The territories include the Northern Territory and the Australian Capital Territory. The

Torres Strait region is that as defined by the Torres Strait Regional Authority.

A member residing in the Torres Strait is only eligible to stand as director and attend and vote in meetings

for the Torres Strait only and not Queensland.

The business of a State/Territory/Torres Strait members meeting may be primarily to elect directors of the

State/Territory/Torres Strait but may also include confirmation of the minutes of the previous

State/Territory/Torres Strait meetings, and any other business provided that due notice of 14 days in

writing has been given.

State/Territory/Torres Strait meetings held for the purpose of electing directors must be completed not less

than three weeks prior to the corporation’s AGM, if the election or appointment of directors is required.

Members shall be given twenty one (21) days’ notice of a State/Territory/Torres Strait meeting.

The directors of the corporation may appoint an individual to Chair a State/Territory/Torres Strait meeting

but if a Chairperson has not been elected then the members present at the State/ Territory/ Torres Strait

meeting must elect an individual present to Chairperson the meeting.

The Chairperson must adjourn a State/Territory/Torres Strait meeting if the majority of members present

agree or direct that the Chairperson do so.

No member is eligible to vote at a State/Territory/Torres Strait members meeting or to be elected as director

unless the corporation register of members lists the member as residing in that State/Territory/Torres Strait.

The quorum for a State/Territory/Torres Strait meeting shall be three (3) members of that

State/Territory or Torres Strait.

The quorum must be present at all times during the meeting.

State/Territory/Torres Strait members meetings can be held at more than one place using any technology that

gives members a way of taking part.



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27. APPOINTMENT AND REMOVAL OF DIRECTORS

Number of Directors The minimum number of directors is three.

The maximum number of directors is nine.

28. ELIGILIBITY OF DIRECTORS

A director must:

a) Be a member of the corporation; and

b) Be resident in a State/Territory of Australia; and

c) Consent in writing before being appointed as a director of the corporation. A

person is not eligible to be appointed as a member director if they:

d) Have been disqualified from managing corporations; or e) Are an employee of the corporation; and

29. COMPOSITION OF THE BOARD OF DIRECTORS

The board of directors will be made up as follows:

a) Not more than one member from each State/Territory/Torres Strait; and

b) No more than one (1) person from each immediate family is eligible to be a director at any one

time

Immediate family means any person related in any of the following ways: grandfather, grandmother, father,

mother, husband, wife, defacto, son, daughter, sister, brother or step children.

30. HOW TO BECOME A DIRECTOR

The corporation may appoint a member director by resolution passed at a State/ Territory/Torres Strait

members meeting or initiate a postal ballot to enable members to elect their State/Territory/Torres

Strait director, by resolution passed at a directors meeting.

If the election of a member director for a State/Territory/Torres Strait is conducted by postal ballot,

the following rules shall apply:

a) The directors of the Corporation shall determine the process for setting an election

timetable, including the specification of a date for the closing of the vote.

b) Only those persons recorded as members on the membership database, at the time of

the prescribed closing of the election roll, shall be entitled to vote in an election in the

State/Territory/Torres Strait in which they have been listed as a member.

c) Nominations for directors must be in writing in such a manner as prescribed by the directors

of the Corporation from time to time and meet the qualifications as set out in the Rules.

d) The directors shall appoint, or delegate to the chief executive officer of the corporation the

power to appoint, a returning officer to conduct postal ballot elections. The person appointed as

the returning officer shall not be a member of the corporation.

e) The returning officer may declare a State/Territory/Torres Strait election invalid if a

candidate or his/her nominee interferes with a member’s ballot paper or uses coercion

or improper inducement to obtain a vote.

f) A member may only vote once for the vacant director position in

their State/Territory/Torres Strait.

g) The nominee receiving the most number of votes shall be determined as the

successful nominee and declared elected for a term consistent with the relevant



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provisions of the Corporation Rule book.

h) Voting shall occur at such times as determined by the directors but must take place (at the

latest) no less than twenty days prior to the expiry of the term for which the director is

elected, and (at the earliest) no more than two months prior to the expiry of the term for

which the director is elected.

The directors must give the corporation their consent in writing to act as a director before being appointed.

31. DIRECTORS’ TERMS OF APPOINTMENT

The directors are appointed at the AGM on rotation for a term of two and three year terms,

so that half the directors’ appointments expire each year. They are eligible to be re-elected.

To implement the rotation system, at the AGM for the year ended 30 June 2014:

a) Half of the directors of the corporation will be appointed for a term of two years; and

b) The other half of the directors will be appointed for a term of three years.

At subsequent AGM’s of the corporation, the appointment of any directors at the AGM will be for three years.

32. HOW TO BECOME AN OFFICE BEARER

There shall be a chairperson, vice chairperson and treasurer who shall be the office bearers.

The office bearers will hold office for one year and be elected from the directors by resolution at the

first directors’ meeting after each AGM.

The directors may remove an office bearer from their position by resolution at a directors’ meeting. If

a director is removed as an office bearer this does not mean they are also removed as a director.

33. DIRECTORS’ MEETINGS The directors must meet at least four times a year.

The directors will usually decide at a meeting when and where the next meeting will

be. A director can call a meeting by giving reasonable notice to all the other directors.

Directors meetings can take place via telephone hook-up

34. QUORUM FOR DIRECTORS MEETINGS

The quorum for a directors’ meeting shall be a majority of directors. The quorum must be present at

all times during the meeting.

35. CHAIRPERSON DIRECTORS MEETINGS

The Chairperson of the corporation will chair the directors’ meetings.

If the Chairperson is not available, the Deputy Chairperson shall take the Chair, if the Deputy

Chairperson is not available, the directors must appoint another member director to Chair the meeting.

Note: A Notification of a change to corporation officers’ details form to register the changes can be obtained from

the ORIC website or the changes can be made via online lodgment – www.oric.gov.au

http://www.oric.gov.au/



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36. RESOLUTIONS AT DIRECTORS MEETINGS

A resolution of directors must be passed by a majority of the votes.

The Chairperson has a vote, plus a casting vote.

Resolutions can be passed without a directors’ meeting if all directors sign a statement saying that they are

in favour of it.

37. ALTERNATE DIRECTORS

With the other Directors' approval, a Director (Appointing Director) may appoint an alternate (being a

member from that Director’s State/Territory) to exercise some or all of the Director's powers for a

specified period.

If the Appointing Director asks the Corporation to give the alternate Director notice of Directors' meetings,

the Corporation must do so.

The Appointing Director may terminate the alternate's appointment at any time. An appointment of

an alternate or its termination must be in writing. A copy must be given to the Corporation.

38. HOW TO FILL VACANCIES

The directors can fill director vacancies subject to the requirements of Rules 6.2 and 30.

The directors can appoint someone as a director to make up a quorum when the number

of appointed members directors is less than three.

The appointment of any director under this rule must be confirmed by resolution at the next

general meeting or they stop being a director.

39. HOW TO STOP BEING A DIRECTOR

A person stops being a director if the:

a) Person is deceased;

b) Person resigns in writing as a director; or

c) The term of the person’s appointment as a director expires; or

d) Person is removed as a director by the members or the other directors (in accordance with Rule

12 (a & b); or

e) Person is disqualified from managing a corporation.

The corporation must notify the Registrar of the director’s details within 28 days after they stop being

a director.

40. HOW TO REMOVE A DIRECTOR

The members may remove a director at any time by passing a resolution at a special general

meeting provided that:

a) A notice for a resolution to remove a director is given to the corporation at least 21 days before

the next special general meeting (or AGM), the notice must set out in detail all of the reasons why

the resolution is being proposed;

b) The corporation has given the director concerned a copy of the notice as soon as possible; and

c) The director can give the corporation a written statement and speak at the meeting. The

statement must be given to everyone entitled to receive notice of the meeting (see Rule 7).



15

40.1 The directors may remove a director (including non-member directors) if:

a) The director fails to attend three or more consecutive directors’ meetings without

a reasonable excuse; and

b) The directors must give the director a notice in writing and they must give the director 14

days to object in writing.

If the director objects, and the reasons are valid or substantiated, they cannot remove the director.

The director can only then be removed at a general meeting by resolution.

41. DIRECTORS’ AND OFFICERS’ DUTIES

The duties are:

a) A duty of care and diligence;

b) A duty of good faith;

c) A duty to disclose a conflict of interest (material personal interest);

d) A duty not to improperly use position or information; and

e) A duty to ensure that the corporation does not trade while insolvent.

The business of the corporation is to be managed under the direction of the directors. The directors may

exercise all the powers of the corporation except any that the CATSI Act or this Rule Book requires the

corporation to exercise in general meeting.

42. DELEGATION OF POWERS

The directors can pass a resolution to delegate any of their powers to:

a) Another director;

b) A committee of directors; and

c) An employee of the corporation.

The delegate must follow the directions of the directors when using the delegated powers.

43. PAYMENT Payment to directors

The directors are not paid, unless they have a contract to provide goods or services (so long as the director

has exercised any duty to disclose a conflict of interest and has followed the processes detailed in Rules 41.

The corporation must pay and / or reimburse the directors’ travel and other expenses to attend

corporation meetings or to attend to other corporation business.

44. CONFLICT OF INTEREST (MATERIAL PERSONAL INTEREST)

A director who has a material personal interest in a corporation matter must tell the other directors.

The director must give details of what the interest is and how it relates to the corporation. These details

must be given at a directors’ meeting as soon as possible, and must be recorded in the minutes of the

meeting.

A director who has a material personal interest must not:

a) Be present at the directors’ meeting while the matter in question is being considered; or

b) Vote on the matter in question. Unless allowed to do so under the ACT.



16

45. RELATED PARTY BENEFIT

If a corporation wants to give a financial benefit to a director or related party (such as a spouse of

a director) it must get the approval of the members at a general meeting.

The procedure in part 6.6 of the Act must be followed. This part of the Act covers the

requirements to gain member approval prior to giving a related party benefit.

46. USING TECHNOLOGY

Directors’ meetings can be held at more than one place using any technology, as long as they all agree to it.

47. CONTACT PERSON

The contact person must be at least 18 years old.

The directors appoint a contact person.

The directors decide the contact person’s pay and terms and conditions of employment, if any.

The contact person must pass on any correspondence received to the chairperson or appropriate

directors within 14 days.

The contact person must give the corporation their consent in writing to become a contact person.

The corporation must send the Registrar a contact person or secretary’s personal details within 28 days

after they are appointed. The corporation can use the Registrar’s Notification of a change to corporation

officers’ details form.

48. COMPLAINTS COMMITTEE The Directors will cause the establishment of a complaints committee to advise NATSIWA, and the Members

in relation to complaints in connection with NATSIWA.

48.1 The Complaints Committee will:

a) act as a mediator when a dispute arises between Members;

b) investigate complaints that cannot be resolved at the Board level;

c) advise on action to be taken in relation to a complaint;

d) an alleged breach of ethical standards; and

e) assist the NATSIWA and the Members in adhering to the highest ethical standards.

48.2 The Complaints Committee will consist of three eminent persons that:

a) are of Aboriginal or Torres Strait Islander decent;

b) identify themselves as an Aboriginal or Torres Strait Islander;

c) are accepted by the community as an Aboriginal or Torres Strait Islander;

d) are independent of:

i. the Board;

ii. the Members;

iii. any bodies or organisations that provide funding to

NATSIWA; and

iv. the CEO.

48.3 The committee will be appointed by the Complaints Committee nominations committee comprising:

a) Chairperson;

b) Deputy Chairperson; and

Note: ‘small’ and ‘medium’ sized corporations have a contact person, ‘large’ corporations have a secretary.



17

c) The CEO.

49. RECORDS

The corporation must keep the:

a) Minutes of meetings (in writing or as an audio or video recording);

b) Rule Book (Constitution);

c) Register of members and former members;

d) Names and addresses of directors, officers and the contact person; and

e) Financial records that correctly record and explain the corporation’s transactions and financial position and that would enable true and fair financial reports to be prepared and

audited.

All records must be kept at the corporation’s documented access address.

50. AUDITS AND ACCOUNTS

FINANCES

The corporation must follow these procedures:

a) All money of the corporation must be deposited into the corporation’s bank account;

b) All payments made out of the corporation’s money must be supported by

adequate documents which explain the nature and purpose of the payment;

c) All accounts must be approved for payment at a directors’ meeting or in accordance with

valid delegations approved by the directors; and

d) All cheques, withdrawal forms, electronic transfer (EFT) transactions, and other banking

documents must be signed by at least two directors or in accordance with valid

delegations approved by the directors.

51. APPLICATION OF FUNDS

The directors can use the money and property of the corporation to carry out its business. They

cannot give the money and property to members of the corporation.

Note: This rule does not stop the corporation from making reasonable payment to a:

a) Member in their capacity as an employee; and a

b) Member under a contract for goods or services provided.

52. POWERS AND DUTIES

POWERS

Subject to the CATSI Act and this Rule Book, the corporation has the power to do anything lawful to

carry out the objectives.

53. DISPUTE RESOLUTION

If a dispute arises,

a) The parties must first try to resolve it themselves;

b) If the dispute is not resolved within 21 business days, any party may give a dispute notice to

the other parties; c) The dispute notice must be in writing and must say what the dispute is about. It must be

given to the corporation;

d) The directors or any of the dispute parties may ask the Registrar for assistance, only after the dispute



18

resolution process outlined here is followed first. If the complainant is not satisfied they can go to

the Registrar for assistance.

e) The directors must help the parties resolve the dispute within 20 business days after

the corporation receives the notice; and

f) If the directors cannot resolve the dispute, it must be put to the members to resolve at

a special general meeting.

54. CHANGING THE RULE BOOK

This Rule Book can be changed, by passing a special resolution at a special general meeting. The

proposed changes must be set out in the notice of the special general meeting.

Within 28 days after the resolution is passed, the corporation must send the Registrar a completed

Request to Change Corporation Rule Book Form together with:

a) A copy of the changes; and

b) A copy of the minutes of the special general meeting.

The changes do not take effect, until the new Rule Book is registered by the Registrar.

55. GIFT FUND

55.1 The NATSIWA will maintain a separate Gift Fund as required by the Commonwealth Taxation Act.

a) The Gift Fund will be maintained and operated in accordance with the

Commonwealth Taxation Act applicable to such funds at the time.

b) Money, gifts, donations and property received into the Gift Fund may be used only for the

principal objects and purposes of NATSIWA.

c) If NATSIWA’s Gift Fund is wound up, or if the organisations endorsement as a deductible gift

recipient is revoked, the surplus assets of the Gift Fund remaining after the payment of liabilities

attributable to it shall be transferred to a fund, authority or institution to which income tax deductible

gifts can be made.

55.2 Receipts a) Receipts issued for gifts to the gift fund shall state: b) The full name of the corporation‘s gift fund;

c) The Australian Business Number of the corporation; and

d) The fact that the receipt is for a gift.

55.3 Closure of Gift Fund

The gift fund will be closed at the first occurrence of:

a) The winding up of the gift fund

b) The revocation of the corporation as a deductible gift recipient under Subdivision 30 BA of the

Income Tax Assessment Act 1976

Any surplus assets of the gift fund shall be transferred to another fund, authority or institution, which has

similar objects to the corporation and which is a body that may receive tax deductible gifts under Subdivision

30-B of the Income Tax Assessment Act 1997 as amended from time to time under legislative provision

enacted in substitution for those provisions.

Note: A request to change corporation rule book form to register the changes can be obtained from the ORIC

website or the changes can be made via online lodgment – www.oric.gov.au

http://www.oric.gov.au/



19

56. WINDING UP

The winding up of the corporation shall be in accordance with the CATSI Act.

Resolution to Distribute Surplus Assets:

Subject to Rule 56c, where:

a) The corporation is wound up; and

b) After all debts and liabilities have been taken care of, and costs of winding up have been paid,

surplus assets of the corporation exist,

c) The members may pass a special resolution relating to the distribution of the surplus assets of

the corporation.

The Distribution of Surplus Assets

d) If on the winding up or dissolution of the Corporation there remains after the satisfaction of all

its debts and liabilities any property or surplus assets, this shall not be paid or distributed

amongst the members of the Corporation but shall be given or transferred to an organisation:

i. Which has objects similar to those of the Corporation;

ii. Whose constitution prohibits the distribution of its property among its members;

iii. Which has been chosen by the members of the Corporation at or before the time

of dissolution or in default thereof, as directed by such Court as may have or

acquire jurisdiction in the matter, and

iv. Which satisfies the relevant sub-section of Section 23 of the Income Tax

Assessment Act?

20

INDIVIDUAL

MEMBERSHIP

APPLICATION FORM


(INDIGENOUS CORPORATION)

I,

(First name of applicant) (Last name of applicant)

of

(Address of applicant)

(Applicants D.O.B) (Applicants phone) (Applicants email)

Hereby apply for membership of the



I declare that I am eligible for membership under Rule 5.1 and am willing to be bound by the rules

of the corporation.

Signed: Date:

Aboriginality/Torres Strait Islander verified by:

Print Name: Signature:

Office use only

Application tabled at directors’ meeting held Date:

Directors confirmed applicant is eligible for membership Yes / No:

Entered on register of members Date:

Chairperson’s Signature

www.natsiwa.org.au

1 PO Box 291 Margate TAS 7054 T +61 0414305 555 E [email protected] www.natsiwa.org.au ABN 27 732 591 422

http://www.natsiwa.org.au/

mailto:[email protected]


21

ORGANISATIONAL

MEMBERSHIP

APPLICATION FORM



(Name of Organisation)

of

(Address of Organisation)

(Applicants ABN) (Applicants phone) (Applicants email)

I hereby apply for membership of the



On behalf of the organisation I declare that the organisation is eligible for membership under Rule

5.2 (see below) and that the organisation is willing to be bound by the rules of the corporation.

The organisation nominates the following person to be their representative in relation to NATSIWA

business.

Name:

Phone:

Email:

Website:

Date:

BOARD MEMBER/MANAGER’S SIGNATURE

www.natsiwa.org.au

1 PO Box 291 Margate TAS 7054 T +61 0414 305 555 E [email protected] www.natsiwa.org.au ABN 27 732 591 422




22

OTHER INFORMATION

ELIGIBILITY REQUIREMENTS

The NATSIWA Board will determine the eligibility and category consistent with Rule 5.2

An organisation that represents the interests of Aboriginal and Torres Strait Islander women at a

national, regional, state or territory level may apply for membership if

it meets at least three of the following criteria:

(a) be incorporated as an organisation, company or association

(b) at least 51% of the organisation’s members are Aboriginal and or

Torres Strait Islanders

(c) at least 51% of the organisation’s members are female

(d) at least 51% of the organisation’s Board/Committee/Council members

are Aboriginal and/or Torres Strait Islander

(e) that the principal purpose and activity of the organisation is related

specifically to Aboriginal and/or Torres Strait Islanders.

Tick YES NO

APPROVAL

This application will be considered by the National Executive of NATSIWA at the next available

meeting. The decision to approve this application is at the complete discretion of the NATSIWA

Board.

LODGEMENT DETAILS

Via Mail NATSIWA

C/- Po Box 291

Margate TAS 7054

Via Email [email protected]

CONTACT

If you have any further queries please ring us on the phone number below or visit our website at:

Website www.natsiwa.org.au Phone: 0414 305 555

Office use only

Application tabled at directors’ meeting held Date:

Directors confirmed applicant is eligible for membership Yes / No:

Entered on register of members Date:

CHAIRPERSON’S SIGNATURE

www.natsiwa.org.au 2

PO Box 291 Margate TAS 7054 T +61 0414 305 555 E [email protected] www.natsiwa.org.au ABN 27 732 591 422






23

CONSENT TO ACT AS A DIRECTOR FORM



CONSENT TO BECOME A DIRECTOR

I (full name of person)

Of (address of person)

Date of birth: Place of birth:

Phone: Email:

Give consent to become a director of the



(Date of Meeting)

I also acknowledge that a person is automatically disqualified from managing corporations if

they:

a. Have been convicted of an offence under the Corporations (Aboriginal and Torres Strait

Islander) Act 2006 that is punishable by imprisonment for more than 12 months;

b. Have been convicted of an offence involving dishonesty that is punishable by

imprisonment for at least three months;

c. Have been convicted of an offence against the law of a foreign country that is punishable

by imprisonment for more than 12 months;

d. Are an undischarged bankrupt;

e. Have signed a personal insolvency agreement and have not kept the agreement; and

f. Have been disqualified under the Corporations Act 2001 from managing corporations.

The period of automatic disqualification is set out in sections 279-5 and 279-10 of the Act.

Signature of person:

Date:

1

Note: This form should be completed and given to the corporation before the person is appointed as a director -

Refer to Section 246-10(1) of the CATSI Act.

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