Healthy corporation checklist

The healthy corporation checklist allows you to check your corporation’s compliance with the rule book and the law.

The checklist contains a list of questions to ask about your corporation. It also has links to important template documents and forms your corporation can use. Each question has a tickbox to record your corporation’s compliance, helping you to identify the areas that need attention.

Template documents are available in Word or Excel.

How to use the checklist

To see the whole checklist, select the expand all option.

To go through the most relevant subject areas of the checklist, expand only the headings that are relevant to you—for example, Financial management and administration, and then corporation’s rule book.

After you have gone through the checklist, you have the option of printing only the questions that have not been ticked. Select print only those not ticked for this option.

If you do not want to use the webpage, a PDF of the checklist is available [52 pages, 499 Kb].

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Print only those not ticked

The checklist

Compliance with legislation and the corporation’s rule book

Membership matters

Membership records

Do you have a register of members?

Note: You can keep a register of members either separate from or combined with your register of former members.

Register of members and former members—in separate sheets in one workbook (so that you can easily upload a list of current members to online.oric.gov.au) or combined in a single sheet

Does your register of members record the:
- name and address of each member?
- date that each member was entered?

Does your register of members record if members are not Aboriginal or Torres Strait Islander?

Note: check your rule book—only some corporations allow members not to be Aboriginal or Torres Strait Islander

Do you keep a register of former members?

Does this register go back seven years?

Does this register include:
- names?
- addresses?
- dates of exit (that is, the date members left the corporation)?

Note: You can keep a register of members together with your register of former members. The template below can be used for a separate register of members and register of former members, or together as a register of members and former members

New members

Do you keep applications from new members for your records?

When accepting an application for membership do you check that eligibility requirements have been met?

Do you make sure that the directors approve new members at directors’ meetings and this is recorded in the minutes?

Application for membership form [1 page, Word, 54Kb]

Have you notified both successful and non-successful applicants of the outcomes of their membership applications?

Remember you must not admit any new members in the period between a notice of a general meeting going out and the meeting being held. This is a statutory requirement under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act)

Have you complied with this?

Fees
- 7. If you have charged a membership fee, are you allowed to do this under your rule book?
- 8. If you have charged a membership fee, was the amount decided at a general meeting or in your rule book?

Cancellation of membership

If you have not been able to contact a person for at least two years you can cancel that person’s membership by passing a special resolution at a general meeting. Have you done this?

10.

If a person is not of Aboriginal or Torres Strait Islander descent, you can cancel that person’s membership by passing a special resolution at a general meeting. Have you done this?

Note: check your rule book–this applies to corporations that only allow members who are Aboriginal and Torres Strait Islander

11.

If members misbehave, interfere with the day-to-day operations of the corporation or at meetings, you can cancel their membership by passing a special resolution at a general meeting. Have you done this?

12.

Have people who have had their memberships cancelled been provided with a copy of the general meeting resolution?

13.

In cases of ineligibility for membership, or failure to pay membership fees, check your rule book for the procedure that applies to your corporation. Have you followed the correct procedure?

Matters relating to meetings

Annual general meetings (AGMs)

Calling the AGM

14.

Your AGM should be held within five months of the end of your corporation’s financial year. Have you fulfilled this requirement?

In exceptional circumstances, the Registrar can give special permission to extend this period by granting an exemption. Have you applied to the Registrar for one of these?

15.

Did you, and the other directors, in accordance with your rule book, call an AGM and decide on the time, date and place of the meeting?

16.

Did members receive a notice of the AGM at least 21 days before it was held?

Note: check your rule book—this applies only to some corporations

Alternatively, was the AGM held at shorter notice because at least 95 per cent of the members agreed to this?

17.

Did the AGM notice clearly state the time, date and place of the meeting?

Did the AGM notice also declare the nature of the meeting’s business?

Notice of annual general meeting [1 page, Word, 52Kb]

18.

Was a special resolution proposed at the AGM meeting?

If so, did the AGM notice state an intention to propose a special resolution?

Did the AGM notice also state the proposed special resolution?

Notice of annual general meeting [1 page, Word, 52Kb]

19.

Sometimes corporation rule books allow members to appoint proxies. Were details about appointing proxies included in the AGM notice?

Notice of annual general meeting [1 page, Word, 52Kb]

20.

Because of the flexibility offered by technology, an AGM can be held in two or more places at the same time. If this occurred at your AGM, did the AGM notice specify the type of technology that would be used?

Notice of annual general meeting [1 page, Word, 52Kb]

21.

Was an AGM notice given to everyone entitled to receive one?

Note: these include directors, members, secretary or contact person, observers (if any), and the corporation’s auditor

Holding the annual general meeting (AGM)

22. Did you have a quorum at the AGM at all times?

23.

Did you keep proper minutes of the AGM?

Were the AGM minutes signed by the chair?

Minutes of annual general meeting [1 page, Word, 52Kb]

24. Did you make an attendance list at the AGM?

25.

Were the people who attended the AGM listed as members before you gave out the notice of the AGM?

26.

A number of documents should be tabled at an AGM. At your last AGM did you table a:
- general report?
- financial report (if required)?
- directors' report (if required)?
- auditors' report (if required)?

27. Did you elect directors at the AGM?

28.

Did you decide to appoint an auditor (if any) at the AGM?

Did you decide on a fee for the auditor (if any) at the AGM?

29. Was voting at the AGM done in accordance with your corporation’s rule book?

30.

If proxies were received for the AGM, was the process of voting by proxy in accordance with your rule book?

General meetings

Calling general meetings

31.

Have there been times when members have requested a general meeting?

If so, did you call the meeting within 21 days?

32.

Did you make sure members received notice about general meetings at least 21 days before they were held?

Notice of general meeting [1 page, Word, 52Kb]

33.

Did each meeting notice clearly state the time, date and place for the general meeting?

Did each meeting notice describe the purpose of the general meeting?

Notice of general meeting [1 page, Word, 52Kb]

34.

Was a special resolution proposed at a general meeting?

If so, was the intention to propose a special resolution mentioned in the meeting notice?

Did the meeting notice state the proposed special resolution?

Notice of general meeting [1 page, Word, 52Kb]

35.

Sometimes members propose resolutions at general meetings. Did you give a notice of the proposed resolutions to all members of the corporation in the same way as you give a notice of a general meeting?

36.

Are members entitled to appoint proxies under the terms of your rule book?

Were details about appointing proxies given in the meeting notice?

Appointment of proxy form [1 page, Word, 53Kb]

37.

Because of the flexibility offered by technology, general meetings can be held in two or more places at the same time. If your general meetings are held in more than one place, did your meeting notices specify the type of technology that would be used?

38.

Were general meeting notices given to everyone entitled to receive them?

Note: the list includes members, directors, secretary or contact officer, and observers (if any)

Holding general meetings

39. Did you make attendance lists at general meetings?

40.

Were the people who attended the general meetings listed as members before the meeting notices were sent out?

41. Did you always have a quorum for the duration of a general meeting?
42. Did you conduct relevant business at each general meeting?
43. Did you conduct any business required by your corporation’s rule book?
44. Was voting at the general meetings carried out in accordance with your rule book?

45.

Were there proxies for the general meetings?

If so, was the process of voting by proxy carried out in accordance with your corporation’s rule book?

46. Did you comply with requests made by members for general meetings?

47.

Members have a right to request a statement about a proposed resolution, if enough members agree. Did your corporation supply a statement to members?

Note: check your rule book—the number of members that must agree varies according to the number of members in your corporation

48.

Did you keep proper minutes of the general meetings?

And if so, were the minutes signed by the chair?

Minutes of general meeting [1 page, Word, 50Kb]

49.

Have you received a notice of a member’s resolution?

Note: check your rule book that the required number of members requested the resolution

If so, was the resolution considered at the next general meeting?

Note: the resolution must be considered at a general meeting if the general meeting is held more than 28 days after the notice was given

Directors' meetings

Calling directors' meetings

50. Has your corporation held directors’ meetings as often as required under your rule book?

51.

Did you give notice of directors’ meetings to each director in accordance with your rule book?

Notice of directors' meeting [1 page, Word, 48Kb]

Holding directors' meetings

52. Did you have a quorum for the duration of all your directors’ meetings?

53.

Did you keep proper minutes of directors’ meetings?

Were the minutes signed within a reasonable time after the meeting by the chair of the meeting?

Alternatively, were the minutes signed within a reasonable time by the chair of the next meeting?

Minutes of directors' meeting [1 page, Word, 50Kb]

54. Were the directors who attended the directors’ meeting all current directors?

55.

At each directors’ meeting did each director receive a:
- current periodic financial report (if any)?
- CEO report (if any)?
- program report (if any)?
- report on the business plan (if any)?

56.

Did you decide who would be chair at the directors’ meeting in accordance with your rule book?

57. Did voting take place at the directors’ meetings in accordance with your rule book?
58. Were resolutions moved and carried or passed in accordance with your rule book?

59.

Sometimes resolutions can be made by directors without holding a meeting. If this happened, did all the directors entitled to vote give approval— in other words, were in favour of the resolution?

Note: check your rule book because procedures may vary

Matters relating to directors, alternate directors and officers

Appointment of directors

60.

Did you consent in writing to becoming a director before you were appointed?

Did the other directors in your corporation consent in writing to becoming directors before they were appointed?

Consent to become a director form [1 page, Word, 50Kb]

61.

Were current directors appointed according to your corporation’s rule book, that is:
- by a resolution passed at a general meeting? or
- by the other directors and subsequently confirmed at the next AGM?

62.

Have directors been appointed for a term of more than two years?

Note: this is not allowed under the CATSI Act, unless the Registrar has granted an exemption

63. Do you have the correct number of directors for your corporation according to your rule book?

64.

If the directors and/or their details have changed, have you notified the Registrar?

Change officers' details form [8 pages, PDF, 45Kb]

Appointment of alternate directors if applicable

65.

Did you appoint your alternate director in writing?

Did you provide a copy of the appointment to your corporation?

Note: not all corporations are allowed to appoint alternate directors under their rule book

66. When you appointed alternate directors did you comply with your corporation’s rule book?

67.

Did you notify the Registrar of the appointment of alternate directors?

Change officers' details form [8 pages, PDF, 45Kb]

Eligibility requirements for the appointment of directors

68.

Under your corporation’s rule book do all directors have to be:
- at least 18 years of age?
- a member of your corporation?
- an Aboriginal or Torres Strait Islander person?

If so, do all your corporation’s directors meet these eligibility requirements?

69.

Under your corporation’s rule book a majority of directors must be:
- Aboriginal or Torres Strait Islander
- members of your corporation
- not employees of your corporation

Did the appointment of directors meet these requirements?

70.

Are all the directors eligible to manage a corporation?

Consent to become a director form [1 page, Word, 50Kb]

71.

Does your corporation’s rule book impose other obligations concerning the eligibility and appointment of directors? (For example, a maximum of two people from a particular family)

If so, were these obligations met?

Roles and responsibilities of directors and officers of the corporation

72. Do you and the other directors fully understand your role and responsibilities?

73.

Does your corporation help to prepare new directors by providing, for example, training around roles and responsibilities or a reference manual?

74.

Do directors and officers of your corporation:
- act with care and diligence?
- act in good faith in the best interests of the corporation?
- act for a proper purpose?
- make sure they don’t use their position for their own advantage or to the detriment of the corporation?
- make sure they don’t improperly use information they obtain as officers for their own advantage or to the detriment of the corporation?

75. Do directors regularly monitor their own performance and that of each other?

76.

If your rule book allows payments to be made to directors, were these payments made in accordance with your rule book?

77.

If you have been involved in a material personal interest (in other words, a conflict of interest), have you properly notified other directors?

Furthermore, has this material personal interest been recorded in the minutes of the relevant directors’ meeting?

78.

Have new directors been given a standing notice about any material personal interest to do with your corporation?

79.

Did every director with a material personal interest properly handle the matter - that is, did the director declare the material personal interest, was not present at the relevant directors’ meeting and did not vote on the matter?

Note: directors with a material personal interest may only attend a meeting and/or vote if approved either by the Registrar or a directors’ resolution

80.

Does your corporation’s rule book impose obligations on:
- disclosure and handling of material personal interests?
- financial interests?

Were these obligations met?

Handling of related party benefits

81.

Have related party benefits of over $5000 been paid during the past financial year?

Was approval for the party benefits of over $5000 required by corporation members?

If so:
- was the procedure for obtaining members’ approval followed?
- did the explanatory statement to members contain the required information?
Note: the explanatory statement should set out the following:
  -- names of related parties who would financially benefit
  -- nature of the financial benefits
  -- directors’ recommendations on the proposed resolution and their reasons for it
  -- whether any directors have an interest in the resolution and what their interest is
  -- other information that is reasonably required by members to make a decision, and information that is known to the corporation and directors.
- did the notice of meeting contain the required information and attachments?
Remember that:
  -- the notice of meeting and accompanying explanatory statement and document(s) must be the same, in all material respects, as the proposed notice of meeting and explanatory statement and document(s) lodged with the Registrar
  -- the notice must be accompanied by the Registrar’s comments (if any)
  -- the notice must not be accompanied by any other document.
- was other material put to members at or before the meeting the same as the material lodged with the Registrar?
- was the resolution passed by members the same as the proposed resolution?
- did the related party of the corporation to whom the resolution would permit a financial benefit not vote? Was the notice of resolution lodged with the Registrar?

Note: the $5000 amount is only an ORIC guide

Resignation and removal of directors and alternate directors

82.

Has a director or alternate director resigned?

If so, did he or she resign by giving notice in writing to the corporation?

Have you also lodged with the Registrar information about changes to directors?

83.

Removing a director
If a corporation wishes to remove a director, different sections of the CATSI Act applies depending on the circumstances—for example:
- if a director was removed by members in a general meeting, was the director properly removed (see CATSI Act, section 249-10)?
- if a director was removed by the other directors, was the director properly removed (see CATSI Act, section 249-15)?
- if a director was removed, did the corporation lodge notice of the fact with the Registrar within 28 days?

Change officers' details form [8 pages, PDF, 45Kb]

List of current, former and alternate directors

84.

Does your corporation keep a list of current directors?

If so, this list should contain particular information. Does your list include:
- directors’ names?
- addresses?
- dates of birth?
- dates when each person became a director?
- whether persons are, or were, at relevant times, members of your corporation?
- whether persons hold an office bearer position (such as, chair or treasurer)?
- whether persons are Aboriginal or Torres Strait Islander?

85.

Does your corporation keep a list of people who have ceased to be directors?

If so, does this list of ceased directors include:
- names?
- addresses?
- dates of birth?
- termination dates?

86.

Does your corporation keep a record of alternate directors (if any)?

If so, does this record include:
- names?
- addresses?
- dates of birth?
- the date that each person became an alternate director?
- the date, if applicable, that each person ceased to be an alternate director?
- the appointment and termination document?

Matters relating to contact persons and secretaries

87.

For small or medium corporations
1. Has the Registrar been notified of the current document access address?

Change contact details form [3 pages, PDF, 32Kb]

2. Does the current contact person meet the following eligibility requirements?
Is he or she:
- at least 18 years of age?
- not disqualified from managing an Aboriginal or Torres Strait Islander corporation (unless permission has been granted by the Registrar or leave is granted by a court)

3. Did the corporation obtain signed and written consent from the person who is the contact person before he or she was appointed?

4. Was the contact person appointed by the directors?

5. Was the Registrar notified within 28 days of the contact person’s personal details or about changes to them?

Change officers' details form [8 pages, PDF, 45Kb]

88.

For large corporations
1. Is the name of your corporation and ICN displayed prominently at your corporation’s registered office?
- Is the name of your corporation and ICN also displayed at any other place open to the public and where your corporation carries on business?

2. If your registered office has changed location, did you lodge with the Registrar a notice of change of address of your registered office?

Change contact details form [3 pages, PDF, 32Kb]

3. Does the current secretary (or secretaries) meet the eligibility requirements?
Is he or she:
- at least 18 years of age?
- not disqualified from managing an Aboriginal or Torres Strait Islander corporation (unless permission has been granted by the Registrar or leave is granted by a court)?

4. Did the corporation obtain signed and written consent from each person to act as secretary before each person was appointed?

5. Was each secretary appointed by the directors?

6. Was the Registrar notified within 28 days of the personal details of each secretary or about any changes to each secretary’s personal details?

Change officers' details form [8 pages, PDF, 45Kb]

Financial management and administration

Record keeping

89.

Is the registered name of your corporation and ICN shown on all public documents and negotiable instruments?

Note: the ICN is not required to be displayed on machine-produced receipts, such as cash registers

90.

Does your corporation have a common seal?

If so:
- does the common seal bear the full name of the corporation and ICN?
- do you keep the common seal securely?
- do you keep a record of when you use the common seal?
- does a director’s decision support each use of the common seal?

91.

Do you keep required records safely and at the current document access address or registered office (whichever is applicable, depending on the size of your corporation)?

Note: the required documents include:
- a copy of your corporation’s rule book
- written records relating to:
-- names and addresses of your corporation’s current officers (including your directors) and secretary or contact person
-- your corporation’s registered office or corporation’s document access address
- a register of your members and former members
- written financial records
- minutes of meetings

Minutes of general meeting [1 page, Word, 50Kb]

Minutes of annual general meeting [1 page, Word, 52Kb]

Minutes of directors' meeting [1 page, Word, 50Kb]

92.

Do your corporation’s written financial records:
- correctly describe and reflect transactions, financial position and performance
- enable the preparation and auditing of true and fair financial reports

93. Are your corporation’s bank accounts reconciled to the general ledger cash book?

94.

Do your financial records relate to transactions made in the last seven years?

Note: records for all transactions carried out in the last seven years must be retained

95.

Are your payroll records maintained?

Note: they should include:
- tax declaration forms
- superannuation details

96. Does your corporation have an assets register which includes listings of all properties owned, occupied or managed?

Financial management

97. Do the accounting practices of the corporation comply with the Australian Accounting Standards?

98.

Are your procedures and controls over payment of expenses, advances and wages adequate?

Are appropriate records maintained?

Note: the following procedures must be followed:
- official receipts obtained, including EFT issued, for all monies received by your corporation, in accordance with the corporation’s rule book
- all monies banked, in the first instance, to accounts in the name of your corporation, in accordance with your corporation’s rule book
- cheques and withdrawals, including EFT transactions, must be signed or authorised in accordance with the corporation’s rule book
- if an EFT payment system is used (such as internet banking):
  -- ensure there are access controls to the internet banking system
  -- limits are set on the amount that can be withdrawn each day
  -- make sure adequate procedures are in place to review balances and recorded transactions
  -- ensure documentation requirements and filing procedures for EFT transactions comply with your corporation’s rule book

99.

When making payments are you following adequate procedures?

Note: you should ensure:
- payments are supported by appropriate documentation
- payments have been made for the purpose of furthering the objectives of your corporation
- accounts have been approved for payment by the directors or under the delegation of directors (if delegation of powers is involved, directors should have signed a minute approving the delegation)

100.

Is your corporation meeting taxation obligations?

Note: this includes lodgement of business activity statements (BAS), payment of GST/PAYG, employer superannuation contributions and any other relevant payments

101. Is your corporation keeping up to date with paying council and water rates (if any)?

Corporation’s rule book

102.

Have you lodged all rule book changes with the Registrar for approval?

Note: rule book changes don’t take effect until registered by the Registrar

Change rule book form [2 pages, PDF, 30Kb]

103. Is a copy of the rule book kept at your corporation’s registered office or document access address?
104. Are directors and members using the rule book to conduct your corporation’s activities?

105.

Have any sub-committees been formed?

If so:
- have the sub-committees been set up in accordance with the rule book of your corporation?
- are the sub-committees conducting business in accordance with the rule book?

106. Does your corporation perform all its activities in accordance with the objects contained in your rule book?

Strategic planning
- 107. Have you developed a strategic plan or business plan to guide your corporation’s business in the next few years?
- 108. Are your strategic/business plans implemented, monitored and reviewed regularly?
- 109. Are plans, policies and decision-making processes transparent?
- 110. Do the goals of your corporation fit with the purpose of your corporation?
- 111. Are you developing budgets against your strategic/business plans, projects and activities?

Risk management

Risk management strategy
- 112. Have you conducted a risk analysis?
- 113. Have you developed a risk management plan?
Occupational health and safety
- 114. Do you have an occupational health and safety policy?

Insurance cover

115.

Does your corporation have adequate insurance?

Does your corporation’s insurance cover:
- assets - including buildings, houses and machinery?
- workers’ compensation?
- public liability?
- vicarious liability (for health centres/clinics)?

116.

Are your insurance covers adequate?

Have you been keeping up to date with paying your premiums?

Addressing financial risks

117.

If the auditor’s reports for the last two financial years were ‘qualified’, has your corporation taken action to rectify the situation?

118. Is your corporation solvent (that is, are you able to pay all your debts when they are due)?
119. Do you have a debt management policy in place?

Maintenance

120.

Does your corporation maintain on a fair and regular basis all buildings and houses it owns, occupies or manages?

Directors’ involvement in the corporation’s finances

121.

Do you and/or the other directors know about your money position?

Note: you should be checking financial statements regularly at directors’ meetings

122.

Are you and/or the other directors making use of the corporation’s auditor and/or bookkeeper/accountant on a regular basis?

Note: you should check once every three months that staff are managing the finances properly

People management

123. Do you have a recruitment and induction policy for staff?
124. Do you have a staff entitlements and conditions policy?
125. Is there an employment contract in place for the:

- CEO?
- manager?
- staff?
126. Have you developed duty statements for staffing positions that clearly identify and describe roles and responsibilities?

127.

Did the directors approve the CEO’s employment contract at a directors’ meeting?

Was this recorded in the minutes?

Minutes of directors' meeting [1 page, Word, 50Kb]

128. Do directors have a performance agreement in place with the CEO?
129. Do directors regularly monitor the CEO’s performance?
130. Do directors monitor all the corporation employees’ contracts?
131. Do the CEO and other relevant delegates monitor the performance of the staff?
132. Is the CEO/manager’s remuneration in line with the amount approved by the directors?
133. Do you have a succession plan in place for the CEO?
134. Do you have a policy document outlining the functions/decisions that have been delegated to management by the directors?
135. Are your employment payments in line with your corporation’s policy?

Do you pay employees award wages?

Reporting

136.

Have you submitted your corporation’s annual reports to the Registrar for the last financial year?

All template documents

application for membership
appointment of proxy
consent to become a director
minutes of annual general meeting
minutes of directors’ meeting
minutes of general meeting
notice of annual general meeting
notice of directors’ meeting
notice of general meeting
register of members and former members on separate sheets (so that you can easily upload a members list to online.oric.gov.au) or combined in a single sheet

Note: You can keep a register of members together with your register of former members. The template above can be used for a separate register of members and register of former members, or together as a register of members and former members

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