Members' rights
Corporations registered under the CATSI Act are Indigenous member owned and controlled. Members of a corporation have certain rights and have a shared obligation to ensure the corporation is governed well. Knowing what these are puts members in a better position to play an active part in the corporation and its good governance.
Click on any of the headings below to see how members can exercise each right.
Members have the right to ask directors to call a general meeting.
They might have a concern about the governance of the corporation. Or they want to propose a change to the rule book.
There are rules about how many members must sign the request and what directors must do when they receive a request.
Members can share an idea that may benefit the corporation at a general meeting. This is called ‘proposing a resolution’.
To do this, the member must give notice in writing to the corporation beforehand. A certain number of members are needed to give notice of the resolution and must sign the notice.
Where a resolution is to be put to a meeting all members must be given notice of the resolution. This must be done in the same way the corporation issues notices of general meetings.
Members can ask directors to send a statement to all members that is about:
- a proposed member resolution to be heard at a general meeting (see above)
- any other business that may be considered at the general meeting.
A certain number of members must make this request. The request must be in writing and signed by those members.
The corporation must distribute the statement as soon as possible after receiving the request from the members. The statement is to be distributed to all members at the same time and in the same manner as the corporation gives notice of the general meeting. For example, if the corporation gave notice of a general meeting via email to all members, it must also send the statement via email to all members.
Meetings give members the opportunity to take part in discussions and make decisions about the corporation. Meetings provide members with a platform to voice opinions and contribute to decision-making.
Members vote at meetings to:
- make key decisions
- steer the corporation's direction.
Members have the right to demand a poll on all matters, unless the corporation’s rule book says that a poll cannot be demanded for certain resolutions.
Under the CATSI Act, rule books can say that polls cannot be demanded for any resolution that is about the election of the chair of a meeting or the adjournment of a meeting. These are the only types of resolutions that a rule book can prevent members from demanding a poll about - a corporation’s rule book cannot add any other resolutions to this list.
A poll is a formal vote that is counted. You might have the vote by marking a voting paper or placing marbles in a jar. It is not a ‘show of hands’ – a ‘show of hands’ is to be ordinarily used unless a poll is demanded.
Unless a corporation’s rule book provides for fewer members or a lower percentage of members, a poll for a resolution can be demanded by:
- at least 5 members who can vote on the resolution, or
- the number of members who make up at least 5% of the votes that may be cast on the resolution.
The chair of a meeting may also demand a poll. Check your rule book as it may allow fewer members to demand a poll.
Members can put forward a resolution for a general meeting to remove one or more directors.
There are rules around how members remove directors. For example, members must give a notice of intention to the corporation at least 21 days before the next general meeting.
Directors who face being removed have the right to defend their case to members.
The corporation cannot provide a financial benefit to a related party without first asking for the members’ approval (unless an exception applies).
Financial benefits include money or items, like a car or a loan.
A related party is a person or group with a close relationship to a corporation. They could be a director or a family member.
This vote is usually through a resolution at a general meeting. Members have the right to vote for or against the proposed resolution.
Members can:
- ask questions about the management of their corporation at an annual general meeting (AGM)
- inspect certain documents, such as the register of members and the internal governance framework rules.
If members need to access the corporation’s rule book, they can also do this by searching the corporation’s name on the public Register of Aboriginal and Torres Strait Islander Corporations.
Internal governance rules
The corporation must give a member the internal governance framework rules within 7 days after the member makes the request, at no charge.
Internal governance framework rules include:
- the corporation’s rule book
- any replaceable rules that apply to the corporation
- any other material about the corporation’s governance, such as internal policies and procedures.
Members of a large corporation can inspect the internal governance framework rules at the registered office during office hours.
Small and medium corporations must make sure members can access internal governance framework rules within 7 days of the request.
Minute books for members’ meetings
Members have the right to inspect the minutes of members' meetings.
The arrangements depend on the corporation’s size and are the same as for internal governance rules.
Members can ask for:
- a copy of any minutes of the corporation’s meetings of members
- any minutes of a resolution passed by members without a meeting.
The request must be in writing.
Sometimes corporations can charge a fee for this if it’s in their rule book.
Financial report, directors’ report, and auditor's report
Members are can ask for a copy of:
- the financial report
- the auditor’s report
- the directors’ report.
Small corporations may not be required to produce audited financial statements.
Members can either make the request:
- during the financial year of the report they’re asking for
- within 12 months of the end of the relevant financial year.
Members can also view the corporation's reports by searching the corporation’s name on the public Register of Aboriginal and Torres Strait Islander Corporations. Details of what reports a corporation is required to lodge is available on our website.
Ask the auditor questions
If the corporation has an auditor (or their representative) attending an AGM, the chairperson must ensure members have a reasonable opportunity to question them about:
- how the audit was done
- the content of the auditor’s report
- accounting policies used by the corporation in the preparation of the financial statements
- the independence of the auditor in relation to the conduct of the audit.
Ask the directors questions or make comments
Members can ask questions about or comment on the management of the corporation at the AGM.
The chairperson must make sure members have a chance to ask questions and make comments.
Information on remuneration and/or expenses to directors
Members can ask for information about a director’s remuneration or expenses paid by the corporation or an entity controlled by the corporation.
The request must be in writing and signed by the required number of members. For corporations with:
- 2–10 members: one member is required.
- 11–20 members: 3 members are required.
- more than 20 members: either 5 members or 10% of the membership is required, whichever is the greater number.
The CATSI Act says that corporations can have different classes of members that have different rights. This must be set out in a corporation’s rule book.
If the corporation’s rule book doesn’t set out the process for changing the members’ rights, the CATSI Act says that the members need to decide any changes by voting on special resolutions at a general meeting.
Members can make an application to a court on the grounds to:
- look into behaviour that denies members’ rights, unfairly benefits particular members or groups of members or is discriminatory (this could include behaviour or decisions that treat a member unfairly, deny a member their rights, or shut them out without a good reason)
- inspect the books of the corporation
- wind up the corporation.
Members in a class of members can also apply to a court if they disagree with changes to their rights, including the cancellation of rights. A certain number of members from the class is required to take this action.
The rule book sets out how the corporation runs, like how to:
- elect directors
- hold valid meetings.
Most corporations set their rules when they first register. It is good practice to review the corporation's rule book regularly. Over time, things change. Members can ask to update the rule book to deal with these changes.
A member can bring a court proceeding or intervene in one on behalf of a corporation.
Download our fact sheet on members' rights:
