Rule book

What is a corporation rule book?

The rule book governs how your corporation should run—for example, how to elect directors and hold valid meetings. Having a rule book that is carefully followed and works well for a corporation is essential to maintaining good governance.

The rule book is your key corporate document, but there's a bit more to it than that. There is an order to the rules governing all Aboriginal and Torres Strait Islander corporations. All corporation rule books derive from the CATSI Act but they can also, in particular ways, overrule the CATSI Act.

The CATSI Act is the central, standard, default set of rules for a corporation. The corporation rule book includes everything specific to your corporation, and all the rules you have strengthened, replaced or raised to a higher standard than the law. Whenever you are in doubt about how things are supposed to work, reach for your rule book. It's only if something is not covered there that you'll need to consult the CATSI Act. 

Where do the rules come from?

There could be 5 different kinds of rules in your corporation rule book—rules that:

  • must be set by the corporation—e.g. the name, objectives, what makes people eligible for membership
  • can be replaced, amended or adopted as is—they deal with a particular aspect of governance but how so is up to the corporation, e.g. ‘Members can appoint another member as their proxy to attend meetings and vote for them’
  • can be changed—they deal with a particular aspect of governance and come with minimum standards, e.g. there's a default rule ‘Members must be at least 15 years old’ and a corporation may raise but not lower the minimum age
  • are recommended by ORIC for good governance—e.g. that every year, half the directorships expire, to balance continuity and freshness
  • are the corporation's own.

Note that if there is ever a conflict between a corporation's rule book and the CATSI Act, the legislation is paramount.

Using the rule book

Rules can sometimes be difficult to understand. In most circumstances very few people in a corporation will know all of the rules all of the time. It's important that a copy of the rule book is kept at the corporation's document access address/registered office. It is also a good idea to give each member of the corporation a copy of the rule book.

Most corporations set their rules when they first register. Over time things change, a corporations should update its rule book to deal with these changes.

Resources and further information

Fact sheet—What's in the corporation's rule book?

ORIC Oracle issues—Does your rule book need a spring clean? (August 2015) and CATSI rules—make them your own (August 2007)

Below are some rule book tools that corporations can use to make their own rule book that complies with the CATSI Act and suits their needs.

How to adopt condensed rules under the CATSI Act

Once a corporation has drafted a new rule book, the members will need to consider whether to adopt it.

The steps to adopt a new rule book are covered in the steps to register.

IMPORTANT—changes to the rule book do not become effective until after the Registrar has approved and registered them. Until then, your existing rule book continues to apply.

The rule book—condensed

Revised February 2021

This rule book satisfies the requirements for most corporations registering under the CATSI Act.

This rule book satisfies the requirements for a constitution under the CATSI Act and includes some good governance ideas. It keeps some of the ‘replaceable rules’ under the CATSI Act, and replaces others. It doesn’t include all of the set law under the CATSI Act.

Published: February 2021

The rule book—info kit

4th edition September 2008
Reprinted with minor corrections June 2011

The rule book info kit is comprehensive and takes advantage of the full range of options under the CATSI Act. It includes extra information and notes to help corporations pick and tailor rules.

It is a longer document which includes set laws from the CATSI Act which cannot be changed (rules that apply to all corporations) as well as:

rule that must be completed rules that must be completed (special to that corporation)
rule that can be replaced rules that can be replaced
law that can be changed laws that can be changed
rule that are recommeded rules that are good governance ideas recommended by ORIC

The rule book info kit is for corporations who would like to tailor their rules but do not have assistance from lawyers. It suits most medium and large corporations who are familiar with legislation, need tailoring for unique circumstances, and would like to understand which parts of the CATSI Act influence how a rule book is written.

Published: September 2008

A guide to writing good governance rules for PBCs and RNTBCs

Produced May 2008
Reprinted in a revised format April 2011 (no changes to text)

This guide complements the Rule book info kit and is for prescribed bodies corporate (PBCs) and Registered Native title bodies corporate (RNTBCs) who have extra responsibilities under the Native Title Act 1993. It describes some of the important issues that need to be considered when writing rules for these types of corporations. It also suggests some specific rules.

It is designed for PBCs, RNTBCs and groups intending to hold or manage native title.

Published: May 2008

The rule book—short (pictorial)

Produced February 2009

This book contains pictures to help explain some of the concepts within the book.

Published: February 2009