Changing rules

All corporations must have a rule book that sets out the corporation's name, its aims, a process for resolving disputes and any other matters the corporation wishes. For example, a rule about who can become a member. The rule book must comply with the CATSI Act.

Having a rule book is a requirement for registering a new corporation. It is also important that corporations review their rules regularly to make sure they still work for them. If there are rules that don't suit your corporation you can change them as long as they meet the CATSI Act requirements.

A rule book is an important document which must be followed by all the members and directors of a corporation.

Steps to take to change a rule book

1. Draft your changes or a whole new rule book

  1. Call a directors' meeting as set out in your current rule book to look through it.
  2. Make the necessary changes to suit your corporation's needs. If the changes are complex, the directors can contact ORIC to discuss them.

2. Call a general meeting

When the directors are satisfied with the changes, they should call a general meeting for the members to approve the draft rule book. They could include this as an agenda item for their annual general meeting (AGM). The notice of the meeting should include:

  • the date, place and time of the meeting
  • a copy of the proposed resolution to change the corporation's rule book
  • a copy of the rule book changes.

The notice and a copy of the proposed rule book changes should be sent to all members of the corporation. If you have lots of members you can make copies available at your corporation’s document access address or registered office address but everyone must be able to see a copy.

3. What to do at the general meeting

  1. Make sure a quorum is present at all times.
  2. Members will need to pass a special resolution that must be passed by at least 75 per cent of the members present and entitled to vote.
  3. Keep accurate minutes of the meeting.
  4. Make sure the chairperson signs the minutes.

4. What to send to the Registrar

This is what you need to send to ORIC after the general meeting has been held.

  1. A copy of the notice for the meeting.
  2. A copy of the minutes of the meeting which include the resolution.
  3. A Request to change corporation rule book form.
  4. A copy of the proposed rule book change (you can send this as an electronic file).