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Corporations (Aboriginal and Torres Strait Islander) Bill 2006

Part 10-2 Regulation of Aboriginal and Torres Strait Islander corporations

Division 439 Regulation of Aboriginal and Torres Strait Islander corporations

439-1   What this Part is about

This Part deals with the Registrar’s regulatory powers (section 658-10 also deals with the Registrar’s powers generally).

The Registrar may convene meetings of interested persons to deal with matters affecting one or more Aboriginal and Torres Strait Islander corporations (see section 439-5).

The Registrar may also call a general meeting of an Aboriginal and Torres Strait Islander corporation or an AGM (see sections 439-10 and 439-15).

The Registrar may also issue notices to an Aboriginal and Torres Strait Islander corporation requiring the corporation to comply with the Act or to do a thing specified in the notice.

439-5   Registrar may convene meetings of interested persons

             (1)  If the Registrar is of the opinion that there is a matter that affects an Aboriginal and Torres Strait Islander corporation, the Registrar may convene a meeting for the purpose of discussing the matter.

             (2)  The Registrar may inform the Minister of the following matters in respect of the meeting:

                     (a)  the reason for the meeting;

                     (b)  the persons who were given notice of the convening of the meeting;

                     (c)  the names of the notified persons who did not attend the meeting;

                     (d)  any other matter arising from the meeting.

             (3)  The notice of the convening of the meeting is not a legislative instrument.

             (4)  Some or all of the information provided to the Minister under subsection (2) may be included in the Agency’s report on the Agency’s activities during a financial year.

             (5)  In subsection (4):

Agency means the Agency (within the meaning of the Public Service Act 1999 ) of which the Office of the Registrar of Aboriginal and Torres Strait Islander Corporations is a part.

439-10   Registrar may call a general meeting (other than an AGM)

             (1)  The Registrar may call and arrange to hold a general meeting (other than an AGM) of an Aboriginal and Torres Strait Islander corporation if:

                     (a)  the corporation has called the meeting for a particular day but it has not been held for 14 days after that day; or

                     (b)  the Registrar has been requested to do so in writing by at least the required number of members of the corporation under subsection (9); or

                     (c)  the corporation has not held a general meeting within 3 months after the corporation is registered; or

                     (d)  the Registrar is satisfied that, in the circumstances of the corporation, there is a need to do so.

Meeting may be held for any purpose

             (2)  The Registrar may call and arrange to hold the meeting for any purpose relevant to the corporation that the Registrar thinks appropriate and, in the case of a meeting called under paragraph (1)(a), the Registrar may include in the notice of the meeting a matter that was not in the original notice of meeting.

             (3)  The notice of the convening of the meeting is not a legislative instrument.

Rules for meeting

             (4)  A meeting called by the Registrar under this section is to be chaired by:

                     (a)  the Registrar; or

                     (b)  another individual authorised by the Registrar.

             (5)  The rules in Chapter 5 (meetings) (except section 201-75) apply to a meeting called under this section unless the Registrar determines in writing that some or all of those rules do not apply. The determination must:

                     (a)  specify the rules that do not apply; and

                     (b)  specify such other rules (if any) as the Registrar thinks appropriate to apply to the meeting.

             (6)  A determination under subsection (5) is not a legislative instrument.

Meeting may be called even if no resolutions to be put to it

             (7)  The Registrar may call and hold a meeting under this section even if the notice of meeting indicates that no resolutions are to be put at the meeting.

Observers

             (8)  The Registrar may authorise a person to attend a meeting called under this section as an observer. A person so authorised is entitled to attend the meeting.

             (9)  The required number of members for an Aboriginal and Torres Strait Islander corporation is the greater of:

                     (a)  5 members of the corporation; or

                     (b)  10% of the members of the corporation.

           (10)  The regulations may prescribe a different number of members for the purposes of applying paragraph (9)(a) to:

                     (a)  a particular Aboriginal and Torres Strait Islander corporation; or

                     (b)  a particular class of Aboriginal and Torres Strait Islander corporation.

Without limiting this, the regulations may specify the number as a percentage of the number of members of the corporation.

           (11)  The regulations may prescribe a different percentage for the purposes of applying paragraph (9)(b) to:

                     (a)  a particular Aboriginal and Torres Strait Islander corporation; or

                     (b)  a particular class of Aboriginal and Torres Strait Islander corporation.

439-15   Registrar may call an AGM

Registrar may call an AGM

             (1)  The Registrar may call and arrange to hold an AGM of an Aboriginal and Torres Strait Islander corporation if the corporation has not held the meeting as required by section 201-150 or 201-155.

Rules for meeting

             (2)  A meeting called by the Registrar under this section is to be chaired by:

                     (a)  the Registrar; or

                     (b)  another individual authorised by the Registrar.

             (3)  The rules in Chapter 5 (meetings) (except section 201-75) apply to an AGM called under this section unless the Registrar determines in writing that some or all of those rules do not apply. The determination must:

                     (a)  specify the rules that do not apply; and

                     (b)  specify such other rules (if any) as the Registrar thinks appropriate to apply to the meeting.

             (4)  A determination under subsection (3) is not a legislative instrument.

Observers

             (5)  The Registrar may authorise a person to attend a meeting called under this section as an observer. A person so authorised is entitled to attend the meeting.

439-20   Registrar may require compliance with Act etc.

Suspicion of non-compliance with the Act or financial irregularity

             (1)  If the Registrar suspects on reasonable grounds that:

                     (a)  an Aboriginal and Torres Strait Islander corporation has failed to comply with a provision of this Act or the corporation’s constitution; or

                     (b)  there has been an irregularity in the affairs of an Aboriginal and Torres Strait Islander corporation;

the Registrar may, by notice in writing to the corporation or to each director, require the directors to take the action specified in the notice, within the period specified in the notice, for the purpose of complying with the Act or the constitution or remedying the irregularity, as the case may be.

             (2)  A notice under subsection (1) is not a legislative instrument.

Suspicion that there may be grounds to appoint a special administrator

             (3)  If the Registrar suspects on reasonable grounds that:

                     (a)  circumstances exist in relation to an Aboriginal and Torres Strait Islander corporation; and

                     (b)  those circumstances constitute, or may constitute, grounds for determining that an Aboriginal and Torres Strait Islander corporation is to be under special administration;

the Registrar may, by notice in writing, require the directors of the corporation to take the action specified in the notice, within the period specified in the notice, for the purpose of causing those circumstances to cease to exist.

             (4)  A notice under subsection (3) is not a legislative instrument.

Suspicion that circumstances may occur or develop that would constitute grounds to appoint a special administrator

             (5)  If the Registrar suspects on reasonable grounds that:

                     (a)  circumstances are likely to occur or develop in relation to an Aboriginal and Torres Strait Islander corporation; and

                     (b)  if those circumstances were to occur or develop, they would constitute, or may constitute, grounds for determining that an Aboriginal and Torres Strait Islander corporation is to be under special administration;

the Registrar may, by notice in writing, require the directors of the corporation to take the action specified in the notice, within the period specified in the notice, for the purpose of preventing those circumstances from occurring or developing.

             (6)  A notice under subsection (5) is not a legislative instrument.

Issue of notice does not preclude Registrar taking other action under this Act

             (7)  If a notice has been issued by the Registrar under this section then, regardless of whether the period specified in the notice has expired or not, the Registrar may take any other action under this Act in relation to the corporation that the Registrar thinks appropriate.