Director

Information for corporations

The Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act) specifies terms for corporations’ directors.

The CATSI Act says that a director should not be appointed for more than 2 years (subsection 246-25(2)). This is for a term of appointment, with directors able to be reappointed by members for more than one term.

Corporations can apply for an exemption from this requirement so that directors can have longer director terms. 

Minimum number of directors

The rule in the CATSI Act is that if a corporation has:

• 1 member, the corporation must have at least 1 director
• 2 members, the corporation must have at least 2 directors
• more than 2 members, the corporation must have at least 3 directors.

A corporation can set a higher minimum in their rule book, for example if they want at least 5 directors.

CATSI Act corporations are member-controlled. Members appoint directors to make decisions about the governance of the corporation. This includes setting the strategic direction of the corporation, appointing and overseeing the performance of senior executive of the corporation, such as the chief executive officer, and monitoring the finances and operations of the corporation. Directors need to act in the best interests of the corporation.

Our relationships – with our family, friends, community and organisations – create obligations or responsibilities to others. We call these ‘interests’. 

You may have an interest in something:

• for yourself
• on behalf of a relative or friend
• on behalf of an organisation that you’re involved in.

Your interest may influence or could be seen to influence your thinking or behaviour about that thing.

A conflict of interest is a situation where:

An audit report is an independent evaluation of a corporation's financial report.

Corporations that need an audit report

Your corporation must lodge an audit report each year if it’s a:

• small corporation with a Consolidated Gross Operating Income (CGOI) of more than $100,000
• medium corporation
• large corporation.

Small corporations with a CGOI of $100,000 or less don’t have to do an audit report.

Members and directors can pass resolutions without a meeting. These are called ‘circulating resolutions’. The proposed resolution is written down and sent to all the people who can vote on it.  

Passing a resolution outside a general or directors' meeting

To pass a circulating resolution, every director or member who can vote on the matter must sign the document saying they agree to the resolution. This gives a unanimous agreement.  

The resolution is passed when the last person signs it.