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Corporations (Aboriginal and Torres Strait Islander) Bill 2006

Part 5-4 Minutes of meetings

Division 220 Minutes of meetings

220-1   What this Part is about

An Aboriginal and Torres Strait Islander corporation is required to keep minutes of its general meetings and its directors’ meetings and the passing of any resolutions without a meeting.

Minutes may be kept in writing or by means of an audio or video recording.

None of the rules in this Part may be modified or replaced by the corporation’s constitution.

220-5   Minutes

             (1)  An Aboriginal and Torres Strait Islander corporation must keep minute books in which it records within 1 month:

                     (a)  proceedings and resolutions of general meetings; and

                     (b)  proceedings and resolutions of directors’ meetings (including meetings of a committee of directors); and

                     (c)  resolutions passed by members without a meeting; and

                     (d)  resolutions passed by directors without a meeting; and

                     (e)  if the corporation has only 1 director—the making of declarations by the director.

Penalty:  10 penalty units.

Note:          For resolutions and declarations without meetings, see Divisions 204 and 215.

             (2)  The minutes of the whole, or a part, of the meeting may be kept:

                     (a)  in writing; or

                     (b)  by means of an audio, or audio-visual, recording.

             (3)  If the minutes of the whole, or a part, of the meeting are kept by means of an audio, or audio-visual, recording of the meeting, the corporation must ensure that, on the recording:

                     (a)  each person attending the meeting states his or her name; and

                     (b)  if a person attending the meeting holds a proxy—the person states the name of the person for whom the person is acting as proxy.

Penalty:  10 penalty units.

             (4)  If the minutes of the whole, or a part, of the meeting (the first meeting ) are kept in writing, the corporation must ensure that either:

                     (a)  the chair of the meeting; or

                     (b)  the chair of the next meeting;

signs those minutes within a reasonable time after the first meeting.

Penalty:  10 penalty units.

             (5)  If the minutes of the whole, or a part, of the meeting (the first meeting ) are kept by means of an audio, or audio-visual, recording, the corporation must ensure that either:

                     (a)  the chair of the meeting; or

                     (b)  the chair of the next meeting;

signs a declaration under subsection (6) within a reasonable time after the first meeting.

Penalty:  10 penalty units.

             (6)  The declaration under this subsection must:

                     (a)  identify the audio, or audio-visual, recording; and

                     (b)  if the recording is not a recording of the whole of the meeting—identify the part of the meeting that is recorded; and

                     (c)  declare that the recording constitutes the minutes of the meeting or that part of the meeting.

             (7)  The corporation must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

Penalty:  10 penalty units.

             (8)  The director of an Aboriginal and Torres Strait Islander corporation with only 1 director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.

Penalty:  10 penalty units.

             (9)  An Aboriginal and Torres Strait Islander corporation must keep its minute books at:

                     (a)  its registered office if it is registered as a large corporation; or

                     (b)  its document access address if it is registered as a small or medium corporation.

Penalty:  10 penalty units.

           (10)  An offence against subsection (1), (3), (4), (5), (7), (8) or (9) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

           (11)  A minute that is recorded and signed in accordance with this section is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

220-10   Members’ access to minutes

             (1)  An Aboriginal and Torres Strait Islander corporation that is registered as a large corporation must make available for inspection by members, at its registered office, the minute books for the meetings of its members and for resolutions of members passed without meetings. The books must be made available for inspection each business day from at least 10 am to 12 noon and from at least 2 pm to 4 pm.

Note:          Failing to comply with this subsection is an offence under section 376-1.

             (2)  An Aboriginal and Torres Strait Islander corporation that is registered as a small or medium corporation must make available for inspection by members, at its document access address, the minute books for the meetings of its members and for resolutions of members passed without meetings. The books must be made available within 7 days of a member’s written request for inspection.

Note:          Failing to comply with this subsection is an offence under section 376-1.

             (3)  A corporation must make minutes available under subsections (1) and (2) free of charge.

Penalty:  5 penalty units.

             (4)  A member of an Aboriginal and Torres Strait Islander corporation may ask the corporation in writing for a copy of:

                     (a)  any minutes of a meeting of the corporation’s members or an extract of the minutes; or

                     (b)  any minutes of a resolution passed by members without a meeting.

Note:          The member may ask the corporation for an English translation under subsection 376-5(3) if the minutes are not in the English language.

             (5)  If the corporation does not require the member to pay for the copy, the corporation must send it:

                     (a)  within 14 days after the member asks for it; or

                     (b)  within any longer period that the Registrar approves.

Penalty:  5 penalty units.

             (6)  If the corporation requires payment for the copy, the corporation must send it:

                     (a)  within 14 days after the corporation receives the payment; or

                     (b)  within any longer period that the Registrar approves.

The amount of any payment the corporation requires cannot exceed the prescribed amount.

Penalty:  5 penalty units.

             (7)  An offence against subsection (3), (4) or (5) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .