What is a corporation rule book?
The rule book governs how a corporation should be 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.
It 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 laws under the CATSI Act that the corporation cannot change.
What is the constitution under the CATSI Act?
The constitution includes all the rules in the CATSI Act that corporations change to suit their own circumstances and needs. For example:
- rules specific to your corporation, such as its name and objectives
- ‘replaceable rules’ that you can change
- laws that have options, such as whether members are liable for the corporation’s debts
- extra rules that the corporation has added itself
- rules recommended by ORIC that are a good governance idea.
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 their rule book to deal with these changes.
Resources and further information
See the fact sheet What's in the corporation's rule book?
ORIC has developed some rule book tools that corporations can use to make their own rule book that complies with the CATSI Act and suits their needs. These include:
- The rule book—condensed
- The rule book—info kit
- A guide to writing good governance rules for Prescribed Bodies Corporate and Registered Native Title Bodies Corporate