How to adopt condensed rules under the CATSI Act (new corporations)
To help new corporations adopt condensed rules under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act), the Registrar has prepared The rule book—condensed.
This information sheet includes suggested wording for a resolution so that a corporation registering under the CATSI Act can adopt a rule book which complies with the Act (meeting the pre-incorporation requirement).
What to do before adopting new rules
When applying for registration, your group will need to: 
1.	complete the application for registration form—a copy is available from our website www.oric.gov.au
2.	draft proposed rules for the proposed corporation
3.	approve those rules (and meet the pre-incorporation requirement).
The Registrar can write to the corporation asking for more information.
What is the pre-incorporation requirement?
This is when at least 75 per cent of people who have agreed in writing to become a member of the proposed corporation, have done the following:
•	They have authorised the applicant (the person filling out the application for registration) to apply for registration.
•	They have approved the proposed rule book. 
•	They have agreed to adopt the replaceable rules in the CATSI Act that have not been changed or replaced in the corporation’s proposed rule book.
•	They have nominated who will become directors.
•	They have nominated who will become contact people or secretaries.
You can complete the form at Attachment A to show that your group has done this or the group can pass a resolution at a pre-incorporation meeting (refer to Attachment B for draft minutes you can use).
What to do after adopting the rules
The corporation must send to the Registrar:
•	a copy of the completed resolution (either Attachment A or Attachment B) 
•	a copy of the proposed rule book (you can send an electronic file by email or on CD or disk)
•	the completed application for registration form.
Decision by the Registrar
The Registrar then decides whether or not to approve the proposed rule book as set out in the special resolution (and rule book).  
REMEMBER—Your new rules do not take effect until the Registrar has approved and registered them. Until then, you should use your current constitution.

What is the rule book under the CATSI Act?
The rule book includes all the relevant parts of the law that affect how a corporation is run:
•	the constitution of the corporation
•	‘replaceable rules’ that have not been changed
•	set rules under the law that the corporation cannot change.
What is the constitution under the CATSI Act?
The constitution includes all the parts of the Act that the corporation can change so that it suits your own circumstances and needs. 
•	corporation rules, such as name and objectives
•	‘replaceable rules’ that have been changed
•	laws that can be changed, such as whether members are liable for the corporation’s debts
•	extra rules that the corporation has added itself
•	rules recommended by ORATSIC that are a good governance idea.

Attachment A—
Evidence of pre-incorporation requirement

Proposed corporation name: _____________________________________________
__________________________________________________________(corporation)
Name of authorised applicant: ____________________________________________

The members listed on the application for registration agree:
1.	that the applicant is authorised to apply for incorporation
2.	that the proposed rule book sent to all the members listed on the application for registration of the proposed corporation be adopted as the rule book of the corporation 
3.	that the attached list of replaceable rules from the CATSI Act will apply to the corporation except if they are modified or replaced in the proposed rule book 
5.	that the people specified in the application for registration become directors
6.	that the person/people specified become contact persons or secretaries on registration.

I agree/disagree to the resolution as stated above:
Date	Proposed member’s name	agree / 	signature
		disagree
_______	_____________________	_______	__________________________
_______	_____________________	_______	__________________________
_______	_____________________	_______	__________________________
_______	_____________________	_______	__________________________
_______	_____________________	_______	__________________________
_______	_____________________	_______	__________________________
_______	_____________________	_______	__________________________
_______	_____________________	_______	__________________________
_______	_____________________	_______	__________________________

Attachment A—
List of replaceable rules

List of replaceable rules in the Corporations (Aboriginal and Torres Strait Islander) Act 2006.
Subject of provision	Provision		
Chapter 4—Members and observers	
Application to corporation	section 144‑5	subsection (2) can be replaced	
Determination of applications for membership	section 144‑10	subsection (7) can be replaced	
Resignation	section 150‑10	subsection (2) can be replaced	
Member not eligible for membership etc.	section 150‑20	this section can be replaced	
Observers	section 158‑5	subsection (2) can be replaced	
Corporation or directors may allow member to inspect books	section 175‑15	this section can be replaced	
Chapter 5—Meetings	this chapter can be exempted	
Director may call meetings	section 201‑1	this section can be replaced	
Notice of general meeting to members, officers and observers	section 201‑25	subsections (2), (5) and (6) can be replaced	
Quorum	section 201‑70	subsections (1), (2), (5) and (6) can be replaced	
Chairing general meetings	section 201‑75	this section can be replaced	
Adjourned meetings	section 201‑85	subsection (2) can be replaced	
Who may appoint a proxy	section 201‑90	this section can be replaced	
How many votes a member has	section 201‑115	this section can be replaced	
Objections to right to vote	section 201‑120	this section can be replaced	
How voting is carried out	section 201‑125	this section can be replaced	
When and how polls must be taken	section 201‑140	this section can be replaced	
Calling directors’ meetings	section 212‑5	this section can be replaced	
Chairing directors’ meetings	section 212‑15	this section can be replaced	
Passing of directors’ resolutions	section 212‑25	this section can be replaced	
Circulating resolutions of corporation with more than 1 director	section 215‑1	this section can be replaced	
Chapter 6—Officers		
Corporation may appoint a director	section 246‑15	this section can be replaced	
Directors may appoint other directors to make up a quorum	section 246‑20	this section can be replaced	
Term of appointment	section 246‑25	subsections (1) and (3) can be replaced	
Alternate directors	section 246‑30	this section can be replaced	
Director may resign	section 249‑5	subsection (2) can be replaced	
Terms and conditions of office for secretaries	section 257‑45	this section can be replaced	
Terms and conditions of contact person’s appointment	section 257‑50	this section can be replaced	
Powers of directors	section 274‑1	this section can be replaced	
Negotiable instruments	section 274‑5	this section can be replaced	

Attachment B—
Evidence of pre-incorporation requirement:
at a pre-incorporation meeting (draft minutes)

Proposed corporation name: _____________________________________________
__________________________________________________________(corporation)
Name of authorised applicant: ____________________________________________
Date:	_____/_____/_____
Location:	_______________________
Time:	_______________________
Present:	see attached attendance list
Apologies:	see attached list of apologies
Chairperson:	_______________________ was appointed chairperson of the meeting.
Resolution: 	The following resolution was passed by the members listed on the application for registration of the corporation under the Corporations (Aboriginal and Torres Strait Islander) Act 2006:
	THE PROPOSED MEMBERS RESOLVED:
1.	that the applicant is authorised to apply for registration
2.	that the proposed rule book attached to the notice of the meeting be adopted as the rule book of the corporation 
3.	that the attached list of replaceable rules from the CATSI Act will apply to the corporation except if they are modified or replaced in the proposed rule book
5.	that the persons specified become directors on registration
6.	that the persons specified become contact persons or secretaries on registration
Closure: 	There being no further business the meeting was declared closed at __________.

Confirmed

_______________________
(Signature of chairperson)

_______________________
(Name of chairperson)

Attachment B—
List of replaceable rules

List of replaceable rules in the Corporations (Aboriginal and Torres Strait Islander) Act 2006.
Subject of provision	Provision		
Chapter 4—Members and observers	
Application to corporation	section 144‑5	subsection (2) can be replaced	
Determination of applications for membership	section 144‑10	subsection (7) can be replaced	
Resignation	section 150‑10	subsection (2) can be replaced	
Member not eligible for membership etc.	section 150‑20	this section can be replaced	
Observers	section 158‑5	subsection (2) can be replaced	
Corporation or directors may allow member to inspect books	section 175‑15	this section can be replaced	
Chapter 5—Meetings	this chapter can be exempted	
Director may call meetings	section 201‑1	this section can be replaced	
Notice of general meeting to members, officers and observers	section 201‑25	subsections (2), (5) and (6) can be replaced	
Quorum	section 201‑70	subsections (1), (2), (5) and (6) can be replaced	
Chairing general meetings	section 201‑75	this section can be replaced	
Adjourned meetings	section 201‑85	subsection (2) can be replaced	
Who may appoint a proxy	section 201‑90	this section can be replaced	
How many votes a member has	section 201‑115	this section can be replaced	
Objections to right to vote	section 201‑120	this section can be replaced	
How voting is carried out	section 201‑125	this section can be replaced	
When and how polls must be taken	section 201‑140	this section can be replaced	
Calling directors’ meetings	section 212‑5	this section can be replaced	
Chairing directors’ meetings	section 212‑15	this section can be replaced	
Passing of directors’ resolutions	section 212‑25	this section can be replaced	
Circulating resolutions of corporation with more than 1 director	section 215‑1	this section can be replaced	
Chapter 6—Officers		
Corporation may appoint a director	section 246‑15	this section can be replaced	
Directors may appoint other directors to make up a quorum	section 246‑20	this section can be replaced	
Term of appointment	section 246‑25	subsections (1) and (3) can be replaced	
Alternate directors	section 246‑30	this section can be replaced	
Director may resign	section 249‑5	subsection (2) can be replaced	
Terms and conditions of office for secretaries	section 257‑45	this section can be replaced	
Terms and conditions of contact person’s appointment	section 257‑50	this section can be replaced	
Powers of directors	section 274‑1	this section can be replaced	
Negotiable instruments	section 274‑5	this section can be replaced