The RULE BOOK of BIRRIAH ABORIGINAL …...Rule Book of Birriah Aboriginal Corporation RNTBC (ICN 8261) registered by a delegate of the Registrar on 16 May 2016. Contents 1 2 Dictionary

1 Rule Book of Birriah Aboriginal Corporation RNTBC (ICN 8261) registered by a delegate of the Registrar on 16 May 2016.

The RULE BOOK of

BIRRIAH ABORIGINAL CORPORATION RNTBC

ICN: 8261


Contents

1 Name ....................................................................................................................................4 2 Dictionary and Interpretation ...............................................................................................4 3 Objectives and functions.......................................................................................................4 4 Powers ..................................................................................................................................5 5 Members...............................................................................................................................6 6 General Meetings..................................................................................................................9 7 Directors..............................................................................................................................14 8 Contact Person....................................................................................................................22 9 Execution of Documents......................................................................................................22 10 Records of Corporation.......................................................................................................22 11 Finances...............................................................................................................................24 12 Application of Funds............................................................................................................24 13 Dispute Resolution..............................................................................................................24 14 Resolution of Disputes about Native Title...........................................................................25 15 Native Title Decisions..........................................................................................................25 16 Statutory Title Decisions......................................................................................................27 17 Alteration of Rules...............................................................................................................29 18 Outsourcing.........................................................................................................................29 19 Notices.................................................................................................................................29 20 Winding up..........................................................................................................................30 21 Trustee Finances.................................................................................................................30 22 Grantee or transferee under Aboriginal Land Act 1991(Qld).............................................31


Schedule 1.......................................................................................................................................32 Schedule 2.......................................................................................................................................36 Schedule 3......................................................................................................................................40 Schedule 4......................................................................................................................................41 Schedule 5......................................................................................................................................42 Schedule 6......................................................................................................................................44


Birriah Aboriginal Corporation RNTBC

Rule Book

1. Name

The name of this Corporation is Birriah Aboriginal Corporation RNTBC

2. Dictionary and Interpretation

See Schedule 1 for the meanings of terms and phrases used in this Rule Book.

3. Objectives and functions

3.1 The objectives of the Corporation are to:

(a) hold the native title rights and interests in the land and waters which are the subject of the Determination for the benefit of the Native Title Holders as a registered native title body corporate as provided for in the Native Title Act or any other valid Commonwealth or State law and to manage the native title rights and interests of and as authorised by the Native Title Holders;

(b) hold land transferred pursuant to the ALA, to be the grantee, including sole grantee, of grants of land made under the ALA, to receive royalty payments from the State under the ALA and to manage the Statutory Title interests of and as authorised by the Statutory Title Holders;

(c) be a prescribed body corporate for the purpose of being the subject of a Determination under section 56 or section 57 of the Native Title Act and carry out the functions of a prescribed body corporate under regulation 6 of the PBC Regulations;

(d) generally carry out all those roles and functions that are ascribed to a registered native title body corporate pursuant to the Native Title Act and any regulations made under the Native Title Act in accordance with the Native Title Act, those regulations and these rules and to act as an agent or trustee for the Native Title Holders under the Native Title Act;

(e) ensure that the interests and well-being of the Native Title Holders and Statutory Title Holders are paramount;

3.2 The functions of the Corporation are to:

(a) hold and deal with money (including payments received as compensation or otherwise related to the native title rights and interests) in trust as directed by the Native Title Holders and Statutory Title Holders where applicable;

(b) invest or otherwise apply money held in trust as directed by the Native Title Holders and Statutory Title Holders where applicable;

(c) consult with and obtain the consent of the Native Title Holders in accordance with these Rules, the Native Title Act and the PBC Regulations for making a Native Title Decision;


(d) perform any other function relating to the native title rights and interests as directed by the Native Title Holders;

(e) fulfil the role and functions of a land trust in accordance with the ALA and the Aboriginal Land Regulation 1991 (Qld);

(f) consult with and obtain the consent of the Statutory Title Holders in accordance with these Rules for making a Statutory Title Decision;

(g) perform any other function relating to the Statutory Title interests as directed by the Statutory Title Holders;

(h) fulfil the role and functions of a trustee in accordance with the Nature Conservation Act 1992 (Qld) and any associated Indigenous Management Agreement;

(i) act as trustee of land granted pursuant to the Land Act 1994 (Qld), including ordinary freehold land;

(j) act as trustee of any community purpose reserves pursuant to the Land Act 1994 (Qld);

(k) own land, including legal and equitable interests in land;

(l) act as trustee of any trust, whether charitable or otherwise, established for the benefit of any of its Members either alone or with others;

(m) comply with its native title legislation obligations;

(n) enter into compensation or other agreements for mining and other activities pursuant to the Mineral Resources Act 1989 (Qld), the NTA and any other legislation; and

(o) exercise all powers necessary or convenient to perform its functions for the benefit of the Native Title Holders and Statutory Title Holders in all matters relevant to these objects.

3.3 Community Development

The Community Development functions of the Corporation are to:

(a) protect, preserve and advance the traditions, laws, language, culture and customs of its Members; and

(b) promote and support the legitimate economic, social and cultural aspirations of its Members.

3.4 Without limiting rule 3.2, the Corporation may on behalf of the Native Title Holders and Statutory Title Holders:

(a) consult with and obtain advice from other persons or bodies;

(b) enter into agreements;

(c) exercise procedural rights; and

(d) accept notices required by any law of the Commonwealth or a State to be given to the Native Title Holders or Statutory Title Holders.


4. Powers

Subject to the provisions of the CATSI Act and these rules, the Corporation has power to do anything lawful to carry out the Objects in rule 3 as may be necessary to carry out the objectives and functions except charge application fees for membership or an annual membership fee.

Note: the Corporation must not make a Native Title Decision except in accordance Rule 15 or a Statutory Title Decision except in accordance with rule 16.

5. Members

5.1 Who is eligible?

5.1.1 A Member must be:

(a) a Birriah Person who is at least 18 years of age; and

(b) a Native Title Holder or Statutory Title Holder, regardless of where he or she lives;

5.2 Member on registration

(a) a person who is a Member when the Corporation is registered, remains a Member as long as the registration complies with the CATSI Act; and

(b) Members names must be entered on the register of Members.

5.3 How to make application to become a Member after registration

5.3.1 To become a Member a person must:

(a) be eligible to apply under rule 5.1.

(b) submit a written application for membership to the Corporation in the form provided in Schedule 4.

5.3.2 A person becomes a Member when the Directors accept the application for membership.

5.4 Deciding membership applications

(a) the Directors will consider and decide the membership applications.

(b) the Directors must not accept an application for membership of the Corporation unless the applicant:

(i) applies according to rule 5.3.1; and

(ii) meets the eligibility for membership requirements.

(c) when considering a membership application, the Directors may ask for written evidence of descent from a claimed Birriah apical ancestor from a qualified source. The Directors may defer a decision about membership until such time as evidence acceptable to the Directors is produced.

(d) the Directors may refuse to accept a membership application even if the applicant has applied in writing and complies with all the eligibility for membership requirements. The Directors must not unreasonably refuse to


accept a membership application where there are no reasonable grounds to do so.

(e) if the Directors decide to refuse an application for membership, they must notify the applicant in writing of the decision and the reasons for the decision.

5.5 Entry on register of Members

(a) if the Directors accept a membership application, the applicant’s name, address and date they become a Member must be entered on the register of Members within 14 days.

(b) If:

(i) the applicant applies for membership after a notice has been given for the holding of a general meeting; and

(ii) the meeting has not been held when the Directors consider the application,

then the Corporation must not enter the person on the register of Members until after the general meeting has been held.

5.6 Membership fees

The Corporation must not impose fees for membership of the Corporation.

5.7 Members’ rights

5.7.1 A Member can:

(a) attend, speak and vote at general meetings;

(b) be made a Director or office bearer;

(c) put forward resolutions at general meetings;

(d) ask the Directors to call a general meeting of the Corporation;

(e) access the Books and records of the Corporation (if the Directors have authorised them to do this, or if the Members have passed a resolution which lets them do this);

(f) ask the Directors to call a general meeting of the Corporation;

(g) ask the Directors to provide access to any other records or Books of the Corporation including the register of Members, the minute book, the Rule Book, reports prepared by or for the Directors and the Corporation in accordance with the CATSI Act;

(h) have any dispute with another Member or with the Directors dealt with under the process in rule 13; and

(i) Members do not have the right to take part in the distribution of the assets of the Corporation if it is wound up.

5.7.2 The Corporation does not have different classes of Members.


5.8 Members’ responsibilities

A Member must:

(a) follow these rules;

(b) let the Corporation know if they change their address within 28 days;

(c) treat other Members with respect and dignity;

(d) comply with any code of conduct adopted by the Corporation;

(e) not Misbehave; and

(f) not bring the Corporation into disrepute.

5.9 Liability of Members

Members do not have to pay Corporation debts if the Corporation is wound up.

5.10 How to stop being a Member

5.10.1 A person stops being a Member if:

(a) they resign in writing;

(b) they pass away (die);

(c) their membership is cancelled;

(d) the Member is a body corporate and it ceases to exist.

5.10.2 Upon ceasing to be a Member, the Members name is removed from the register of Members as a current Member and is put on the register of former Members.

5.11 Cancelling membership

5.11.1 The membership of a person can be cancelled if the person:

(a) can’t be contacted for two years;

(b) Misbehaves; or

(c) is not an Aboriginal and Torres Strait Islander person.

5.11.2 The membership of a person can only be cancelled on the grounds in rule 5.11.1 by Special Resolution at a general meeting. The Directors must then send that person a copy of the Special Resolution at their last known address, as soon as possible after it has been passed.

5.11.3 If a person is not eligible for membership for some other reason, the Directors can cancel their membership by passing a resolution at a Directors meeting. Before the meeting, Directors need to give the Member 14 days to object in writing. If the Member objects, the Directors can’t cancel the membership. The Member can only then be removed at a general meeting by resolution.

5.11.4 Within 14 days of a Members membership being cancelled, the Corporation must remove the Members name from the register of current Members of the Corporation.


5.12 The register of Members

5.12.1 The Corporation must set up and maintain a register of Members which must contain:

(a) the Members’ and former Members’ names and addresses;

(b) the date when the names were put on the list;

(c) the names and addresses of former Members, whether they were known by any other name and the date when they stopped being a Member; and

(d) if the Member is a body corporate, the name and address of the Member and the date upon which the Member was entered on the register.

5.12.2 The register must be kept at the Corporation’s document access address.

5.12.3 A Member or other person who is authorised by the CATSI Act has a right to inspect the registers without charge. If the registers are kept on a computer, the Corporation must allow the Member to inspect a hard copy of the information on the register (unless the person or the Corporation agree that the person can access the information by computer).

5.12.4 A person who is not a Member may inspect the registers only upon payment of any fee required by the Corporation.

5.12.5 The Corporation must give a copy of the registers (or any part of the registers) within 7 days (or such longer period as the Registrar may allow) to the person who makes such request only upon payment of any fee (up to the prescribed amount) required by the Corporation.

5.12.6 The Corporation must make the register available to the Members for inspection at the annual general meeting (AGM) without charge and in doing so the Corporation must ask each Member attending the AGM to check and update their entry.

6 General Meetings

6.1 AGM timing

6.1.1 An AGM must be held before the end of November each year.

6.1.2 The Corporation may apply to the Registrar to extend the period within which the Corporation must hold an AGM, provided that the application is made before the end of the period in rule 6.1.1. If the Registrar grants an extension of time, the Corporation must hold its AGM within the period specified by the Registrar.

6.2 AGM business

AGMs are for:

(a) confirming the minutes of the previous general meeting;

(b) presenting reports: general, financial and Directors reports as required under Chapter 7 of the CATSI Act;

(c) electing a chairperson, vice- chairperson and Directors;

(d) choosing an auditor (if required) and agreeing on the fee;

(e) checking the register of Members; and


(f) asking questions about how the Corporation is managed and asking questions of the Corporations auditor (if any).

6.3 General meetings

The Corporation must hold a general meeting of Members within 3 months after the Corporation is registered in accordance with section 201-145 of the CATSI Act.

6.3.1 A majority of Directors can resolve to call a general meeting of the Corporation.

6.3.2 Members can ask Directors to call a general meeting.

(a) the Directors must call and arrange to hold a general meeting on the request of at least the percentage of Members prescribed by the PBC Regulations and applicable to the Corporation, or, if none is prescribed, 10% of the Members.

(b) a request under rule 6.3.2(a) must:

(i) be in writing, stating any resolution to be proposed at the meeting. Separate copies of the request may be signed by Members if the wording of the request is identical in each copy;

(ii) be signed by the Members making the request; and

(iii) be given to the Corporation.

(c) If the Directors receive a legitimate request from Members for a general meeting they must call the general meeting within 21 days of receiving the request.

6.3.3 Directors may apply to Registrar to deny a request to call a general meeting

(a) within 21 days after the request for a general meeting is made, the Directors may apply in writing to the Registrar for permission to deny a Members request to call a general meeting in circumstances where the Directors resolve that the request under rule 6.3.2(a) is frivolous and unreasonable and would not be in the interests of the Members as a whole.

(b) as soon as possible after the Directors have made application to the Registrar under rule 6.3.3 (a) the Directors must give the Members (who made the request to call a general meeting) notice that an application has been made.

(c) if the Registrar refuses the request, the Directors must call the general meeting within 21 days after being notified of the Registrar’s decision.

6.3.4 Members Resolutions

(a) The Corporation must give any resolution proposed by a Member under rule 6.3.2(b)(i) to all people entitled to it (see rule 6.5.2).

(b) The Corporation must consider the resolution at the next general meeting which is called in accordance with rule 6.3.2 and 6.3.3.

(c) The Members who proposed the resolution in the request given in accordance with rule 6.3.2(b) (ii) may request the Corporation to give all its Members a statement about the resolution that is proposed to be moved at the general meeting or any other matter that may be considered at the general meeting.


(d) Provided the statement in rule 6.3.4(c) is not defamatory, the Corporation must distribute a copy of the statement to all its Members at the same time, or as soon as possible afterwards, in the same way as it gives notice of the relevant general meeting.

6.3.5 The following people may attend any general meeting:

( a ) Any Native Title Holder who is a Member may attend, speak and vote at a general meeting;

(b) The Auditor (if any) may attend and speak in accordance with rule 6.10;

(c) An observer being a person who is under 18, but who is otherwise eligible for membership or a Members spouse where the spouse is not eligible to become a Member of the Corporation. An observer has no right to speak or vote at a general meeting; and

(d) Non-Members (including employees) may attend a general meeting in the following circumstances:

(i) if invited by a majority of the Directors and agreed to by a majority of the Members at the general meeting;

(ii) to provide advice, information, meeting support, information on a project requiring a Native Title Decision or a Statutory Title Decision, guidance on governance issues, accounting, financial or legal or any other information and advice on matters which the majority of Members present at the meeting believe is pertinent to the business of the general meeting or the Corporation as a whole;

(iii) a majority of the Members present will decide whether the Non-Member is entitled to be heard. In the event of disagreement between the majority of Members present at the meeting and the Directors about whether a Non-Member is allowed to be present and/or be heard, the decision of the majority of the Members will prevail;

(iv) a majority of the Members present can require the Non-Member to leave the meeting at any time; and

(iv) a Non-Member has no right to vote at a general meeting of the Corporation.

6.4 General meeting business

General meetings are for:

(a) confirming the minutes of the previous general meeting; and

(b) all matters set out in the notice of the meeting.

6.5 Notice for general meetings

6.5.1 At least 21 days’ notice must be given.

6.5.2 Notice must be given to Members, Directors, Officers, the Contact Person and the auditor, if the Corporation has one.


6.5.3 The notice must set out:

(a) the place, date and time for the meeting;

(b) the business of the meeting;

(c) if a Special Resolution is being proposed, and what it is; and

(d) whether a Member can appoint a proxy.

6.5.4 Notices can be given to Members personally, or sent by post to the address of the

Member in the Register, or be sent by fax as nominated by the Member or sent by email as nominated by the Member.

6.5.5 A notice of meeting:

(a) sent by post is taken to be given 3 days after it is posted; and

(b) sent by fax, or other electronic means, is taken to be given on the business day after it is sent.

6.5.6 A general meeting will not be invalid because a notice of the general meeting has not been sent to a particular Member or a particular Member has not received the notice.

6.6 Quorum at general meetings

6.6.1 The number of Members required for a quorum at a general meeting is 24 persons, who must comprise of at least 3 Members from the descendants of 8 of the people named as a Birriah apical ancestor in the definition of Birriah Person in this Rule Book.

6.6.2 The quorum must be present during the whole meeting.

6.6.3 In order to determine whether a quorum is present, Members attending as proxies or body corporate representatives will be counted as follows:

(a) if a Member has appointed more than one proxy or representative, only one of them will be counted;

(b) if a Member is attending both as a Member and as a proxy or body corporate representative, that Member will only be counted once.

6.6.4 If there’s no quorum after one hour, the meeting is adjourned until the next week at the same time. If there’s still no quorum, the meeting is cancelled.

6.7 Chairing general meetings

(a) The Directors may elect a Member to chair a general meeting.

(b) If the Directors did not elect a Member to be the chairperson or the Member is not present or does not wish to take the chair, the Members present shall elect another chairperson for the meeting.

(c) The chairperson must adjourn a general meeting if the majority of Members present agree or direct that the chair do so.

6.8 Using technology

General meetings can be held at more than one place using any technology that gives Members a way of taking part.


6.9 Auditor right to attend and be heard at a general meeting

(a) If a Corporation has an auditor, the auditor is entitled to attend and be heard at a general meeting of the Corporation on any part of the business of the meeting that concerns the auditor in their professional capacity.

(b) The auditor is entitled to be heard even if the auditor retires at the meeting or that meeting passes a resolution to remove the auditor from office.

(c) The auditor may authorise a representative to attend and speak at any general meeting.

6.10 Voting

6.10.1 Entitlement to vote

At a general meeting, each Member has one vote, both on a show of hands and a Poll.

6.10.2 Objections to Right to Vote

A challenge to a right to vote at a general meeting may only be made at the meeting and must be determined by the chair whose decision is final.

6.10.3 How voting takes place

(a) A resolution put to a vote at a general meeting must be decided by a simple majority on a show of hands unless the Members at the meeting decide by resolution that a vote is to be by Poll or a Poll is demanded in accordance with these rules.

(b) Before a vote is taken, the chairperson must inform the meeting whether any proxy votes have been received, whether they are valid (if not, the reasons why) and how the proxy votes are to be cast.

(c) On a show of hands, a declaration by the chair is conclusive evidence of the result, provided the declaration accurately reflects the show of hands and the votes and proxies received. Neither the chairperson nor the minutes need to state the number or proportion of the votes recorded for and against.

6.10.4 When is a Poll conducted

(a) At a general meeting, a Poll may be conducted on any resolution at the discretion of the Chairperson if there is any doubt about the result of a vote on a show of hands; and

(b) Before a vote is taken or the results of voting on a show of hands are declared by the chairperson or immediately after the voting results are declared, a Poll may be demanded by:

(i) at least 5 members entitled to vote on the resolution; or

(ii) Members with at least 5% of the votes that may be cast on the resolution on a Poll; or

(iii) the chair

A proxy may join in a demand for a Poll.


(c) To remove any doubt, a motion cannot be proposed, and Members cannot vote, on any decision which State or Federal legislation, or the terms of a particular trust of which the Corporation is trustee, requires to be made in a manner other than a vote by Members of the Corporation.

6.10.5 Resolutions can be passed without a Members’ meeting if all Members sign a statement saying that they are in favour of it.

6.11 Proxies

6.11.1 A Member can appoint a proxy to attend a meeting and vote for that Member (only in the manner as directed by the Member) if the Member is unable to attend a meeting. The person appointed as a Member’s proxy must be a Native Title Holder and a Member of the Corporation or a body corporate which is a Member of the Corporation.

6.11.2 Proxies have the same rights as the Member who appointed them. A Proxy can speak at meetings, and join in demanding a Poll. A proxy can vote, but only to the extent and in the manner (if any) as directed by the person appointing them.

6.11.3 A proxy appointment must contain the Member’s name and address, the Corporation’s name, the proxy’s name, the meeting where the proxy is going, may specify the way the proxy is to vote on a particular resolution or some or all matters on the

agenda and it must be signed by the Member as prescribed by the PBC Regulations and be in the form in Schedule 3.

6.11.4 An appointment of a proxy does not have to be witnessed; however where an appointment is signed under a Member’s power of attorney, the authority or a certified copy of the authority or power of attorney must be provided to the Corporation with the proxy appointment.

6.11.5 A proxy’s authority to speak and vote for a Member at a meeting is suspended if the Member is present at the meeting.

6.11.6 The Corporation must receive the proxy’s appointment at least 48 hours before the meeting.

6.11.7 A person must not be a proxy for more than three Members.

6.12 Conduct or general meetings

6.12.1 A general meeting must be conducted in accordance with the law and accepted meeting practice.

6.12.2 The chairperson of a general meeting (including an AGM) must give Members a reasonable opportunity to speak for and against a particular resolution that is proposed for consideration at the general meeting and ask questions about or make comments on the management of the Corporation.

6.12.3 The chairperson of an AGM must give Members a reasonable opportunity to ask the auditor or the auditors representative (if any) questions relevant to:

(a) the conduct of the audit;

(b) the preparation and content of the auditor’s report;


(c) the accounting policies adopted by the Corporation in the preparation of the financial statements; and

(d) the independence of the auditor in relation to the conduct of the audit;

(e) the nature and reasons for any qualifications imposed on the audit report by the auditor;

(f) the solvency of the Corporation; and

(g) the auditors view of the performance of the Corporation including his views on the corporate governance of the Corporation.

6.13 Adjourned Meetings

6.13.1 Only unfinished business from the previous general meeting (or AGM) is to be discussed at another general meeting which has been resumed after an adjournment.

6.13.2 If a general meeting is adjourned for 30 days or more, at least 21 days’ notice of the date, time and place when the general meeting will be resumed must be given to Members, Directors, auditors (if any) in accordance with rule 6.5.

7 Directors

7.1 Number of Directors

The Corporation must have at least 7 Directors and not have more than 14 Directors.

7.2 Composition of Directors

7.2.1 The Directors must comprise of:

(a) up to 11 Member Directors who have been nominated by descendants of each Birriah apical ancestor named in the definition of Birriah Person and ratified at a general meeting of the Corporation; and

(b) up to 3 Non-Member Directors to assume the roles of non-executive Directors or independent Directors as the case may be.

7.2.2 If at any time the composition of the Directors does not comply with rule 7.2.1(a), a vacancy must be filled by the Directors appointing a Member of the Corporation who is a descendant of the same Birriah apical ancestor as the Member whose position is to be filled until the next general meeting. During any time when the composition of the Directors does not comply with rule 7.2.1(a), the Directors will still be properly constituted and all decisions of the Directors that would otherwise be valid will remain valid.

7.3 Eligibility of Directors

7.3.1 Subject to Rule 7.3.2, a Member Director must be:

(a) at least 18 years old;

(b) a Native Title Holder or Statutory Title Holder, regardless of where he or she lives; and

(c) a Member of the Corporation.


7.3.2 A person who is disqualified from managing an Aboriginal or Torres Strait Islander Corporation under Part 6-5 of the CATSI Act may only be appointed as a Director of the Corporation if the appointment is made:

(a) with permission granted by the Registrar; or

(b) with leave granted by the Court.

7.4 Majority of Director requirements

7.4.1 A majority of Directors of the Corporation must ordinarily reside in Australia and be Members of the Corporation;

7.4.2 A majority of Directors must not be employees of the Corporation; and

7.4.3 If appointed, a chief executive officer may be a Director but cannot chair the Directors’ meetings and counts as an employee for the purposes of rule 7.4.2.

7.5 How to become a Director

7.5.1 Before a person is able to be appointed as a Director, that person must give the Corporation a signed consent to act as a Director in the form in Schedule 5.

7.5.2 The Corporation must keep the consent.

7.5.3 A person will become a Director, secretary or Contact Person of the Corporation, if on registration of the Corporation, that person is specified in the application for registration and they have given their consent.

7.6 Who appoints Directors

7.6.1 Member Directors are appointed by a resolution of Members at a general meeting or AGM. Member Directors are nominated in the following manner:

(a) The descendants of each Birriah apical ancestor (“descent group”) who are Members must provide to the general meeting at which the appointment of Directors is being considered, at least 2 nominations from within that descent group for persons to be appointed as Directors.

(b) The persons so nominated must meet the eligibility requirements for a Director in rules 7.3.1 and 7.3.2.

(c) One person so nominated shall be the preferred nominee of that descent group. The other person shall be an alternate nominee.

(d) In the event the Members do not ratify the preferred nominee as a Director or the preferred nominee is unwilling or unable to be appointed as Director, the Members will consider the alternate nominee.

7.6.2 Non-Member Directors are appointed by the Directors.

7.7 Directors’ terms of appointment

7.7.1 Member Directors are appointed by Members for a term of 2 years. In the event that Members resolve to appoint Member Directors for a term of up to 4 years, an application for exemption must be made to the Registrar. In the event the Registrar does not grant the exemption, the Member Director is appointed for 2 years.

7.7.2 Member Directors are eligible for reappointment.


7.7.3 If a Member Director has been identified in the application for registration of the Corporation as a Director is appointed for only one year, the Director’s appointment ends at the first AGM that occurs more than one year after the date of the Corporation’s registration.

7.7.4 Non-Member Directors are appointed by Directors for a term of two years. They are eligible to be reappointed.

7.8 Alternate Director

With the consent of the majority of the other Directors, a Director may with good reason appoint (appointing Director) an alternate to exercise some or all of the Director’s powers for a specific period. If an alternate Director is sought to be appointed:

(a) the alternate Director must be Member who is a descendant from the same Birriah apical ancestor as the Director who appoints them;

(b) the Corporation must give the alternate Director notice of Directors meetings;

(c) the appointing Director may terminate the alternate Directors appointment at any time; and

(d) an appointment of an alternate Director or the termination of an alternate Director must be in writing and a copy must be provided to the Corporation.

7.9 How to become a Non-Member Director

7.9.1 The Directors may appoint Non-Member Directors. Non-Member Directors may be selected for their independence or skills in financial management, corporate governance, accounting, law or another field relating to the Corporation’s activities.

7.9.2 Non-Member Directors must give the Corporation their consent in writing to be a Director before being appointed. Non-Member Directors are appointed for the term specified in writing by the Directors in their appointment. The term of appointment cannot exceed two years, but they are eligible for reappointment.

7.10 How to fill vacancies

7.10.1 Directors can fill casual Director positions, but any casual Director position must be filled by a person who is nominated by and is Member who is a descendant from the same Birriah apical ancestor as the Director whose position is temporarily vacant.

7.10.2 Directors can appoint a person as a temporary Director who is nominated Members who are descendants from the same Birriah apical ancestor as the Director who is absent in order to make up a quorum. Their appointment must be confirmed by resolution at the next general meeting.

7.10.3 If a Director stops being a Director under Rule 7.11 or is removed under Rule 7.12, the majority of the remaining Directors may appoint a person to fill the vacancy. The person so appointed must be nominated by Members who are descendants from the same Birriah apical ancestor as the former Director. The Director shall be appointed until the next AGM.


7.11 How to stop being a Director

A Director stops being a Director, if the Director:

(a) dies;

(b) resigns, whether or not such resignation is in writing;

(c) is convicted of a criminal offence involving dishonesty or fraud;

(d) is removed as a Director by the Members or the other Directors;

(e) is disqualified from managing an Aboriginal or Torres Strait Islander Corporation under Part 6-5 of the CATSI Act;

(f) ceases to be a Member; or

(g) term has expired.

7.12 How to remove a Director

7.12.1 By the Members:

(a) A Director may be removed by the Members if he or she Misbehaves or otherwise loses the confidence of the Members.

(b) A notice for a resolution to remove a Director must be given to the Corporation at least 21 days before the meeting.

(c) The Corporation must give the Director concerned a copy of the notice as soon as possible.

(d) The Director can give the Corporation a written statement and speak at the meeting. Provided the statement is not defamatory, the statement must be given to everyone entitled to notice of the meeting (see rule 6.5).

(e) If a Director is removed by the Members, the Director may only be replaced by a person who is nominated by Members who are descendants from the same Birriah apical ancestor as the former Director.

(f) If a Director is removed by the Members at a general meeting, the term of appointment of the replacement Director shall be until the next AGM.

7.12.2 By the other Directors:

(a) Directors can only remove a Director, if the Director fails to attend three or more consecutive Directors meetings without a reasonable excuse.

(b) Directors must give the Director a notice in writing and they must give the Director 14 days to object in writing.

(c) If the Director objects, they cannot remove the Director. The Director can only then be removed at a general meeting by resolution.

(d) If a Director is removed, the Corporation must give them a copy of the resolution as soon as possible after the resolution has been passed.

(e) if a Director is removed in accordance with this rule, the vacancy shall be filled in accordance with rule 7.10.3.


7.13 Functions, powers of Directors

7.13.1 General duties:

(a) of care and diligence;

(b) of good faith;

(c) to disclose a conflict of interest (material personal interest);

(d) not to improperly use position or information; and

(e) not to trade while insolvent.

7.13.2 The Directors will be liable, to the extent provided by law, for debts and other obligations incurred by the Corporation while acting or purporting to act as trustee.

7.13.3 The Directors will be liable to the extent as provided by law and the CATSI Act for breach of their duties as Directors.

7.13.4 Power of Director

(a) The business of the Corporation is to be managed by or under the direction of the Directors.

( b ) The Directors may exercise all the powers of the Corporation except in circumstances where the CATSI Act or this Rule Book requires the Corporation to exercise that power in a general meeting.

(c) the Directors may accept, and act in accordance with any standing authority granted to them by the beneficiaries of any trust of which the Corporation is trustee.

(d) the Directors must comply with the Directors Duties at Schedule 2 to these rules. The Directors may review and amend the Directors Duties or develop a code of conduct from time to time, in order to ensure the consistent ongoing promotion of good governance of the Corporation.

7.14 Conflict of interest (material personal interest)

[Note that s268-5 of the CATSI Act means that this Rule does not apply to a particular interest as one of the Native Title Holders]

7.14.1 A Director who has a material personal interest in a Corporation matter must give the other Directors notice of the interest unless rule 7.14.4 provides otherwise.

7.14.2 This notice must be in writing and give details of what the interest is and how it relates to the Corporation. It must be given at a Directors’ meeting as soon as possible, and it must be recorded in the minutes of the meeting.

7.14.3 A Director who has a material personal interest to which this rule applies must not:

(a) be present at the Directors’ meeting while the matter in question is being considered; or

(b) vote on the matter in question, unless allowed to do so under the CATSI Act.


7.14.4 A Director does not need to give notice of an interest under rule 7.14.1 if:

(a) the interest:

(i) arises because the Director is a Member or the interest is held in common with other Members; or

(ii) arises in relation to the Directors remuneration as a Director; or

(iii) relates to a contract that is subject to approval by Members and will not impose any obligations on the Corporation if it is not approved by the Members; or

(iv) arises because the Director is a guarantor or has given an indemnity or security for all or part of a loan to the Corporation; or

(v) arises because the Director has a right of subrogation in relation to a guarantee or indemnity referred to in rule 7.14.4(a) (iv); or

(vi) relates to a Directors liability insurance contract which the Director has incurred as an Officer of the Corporation (provided the Corporation or a related body corporate is not the insurer); or

(v) is in a contract or a proposed contract with or for the benefit or on behalf of a related body corporate and arises merely because a Director is a Director of the related body corporate; or

(b) all of the following conditions are satisfied:

(i) the Director has already given notice of the nature and extent of the interest and his relation to the affairs of the Corporation under rule 7.14.1; and

(ii) the nature or extent of the interest has not materially increased above that disclosed in the notice; and

(iii) if at the time of the giving of a notice under rule 7.14.1 the person was not a Director, but was subsequently appointed a Director and has given a notice under rule 7.14.1 his appointment; or

(c) the Director has given a standing notice of the nature and extent of the interest and that notice is still effective.

7.15 Payment

7.15.1 Subject to rule 7.15.3, Directors are not paid, unless they are employees of the Corporation, or unless they have a contract to provide goods or services (having

regard to the market costs of obtaining similar goods and services) so long as the Director has exercised any duty to disclose a conflict of interest.

7.15.2 The Corporation may pay the Directors’ travel and other expenses for attending meetings or to do with other Corporation business.

7.15.3 Notwithstanding rule 7.15.1, if the Corporation charges and is paid a fee for services provided by the Corporation under Part 4 of the PBC Regulations and the fees so paid include amounts for the remuneration of Directors for time expended by them and


any travel and other expenses reasonably and actually incurred by them in causing the Corporation to perform its functions for the benefit of persons other than Native Title Holders or Statutory Title Holders, the amount only of such fees, travel and other expenses paid under Part 4 of the PBC Regulations can be paid to the Directors.

7.16 Delegation

7.16.1 Directors can delegate, by passing a resolution, any of their powers to:

(a) an employee of the Corporation;

(b) a Director;

(c) a committee of Directors; or

(d) any other person.

7.16.2 A delegate must exercise the powers so delegated in accordance with any directions of the Director. The exercise of a power by a delegate is as effective as if the Directors had exercised it.

7.17 Related party benefit

7.17.1 If the Corporation wants to give a financial benefit to a Director or related party (such as a spouse of a Director or an entity the Corporation controls) it must:

(a) obtain the prior approval of the Members by following the procedure in Part 6.6 Division 290 of the CATSI Act; or

(b) the giving of the benefit must fall within the exceptions to the requirement for Member approval is set out in Division 287 of the CATSI Act.

7.18 Conflicts of Interest

The Corporation must not act in a way that advances its own interests rather than those of any trust of which the Corporation is a trustee or Member.

7.19 Directors’ meetings

7.19.1 Directors must meet as often as necessary for the timely performance of the function of the Corporation and the meeting of its objectives, but in any event at least every 6 months.

7.19.2 The Directors will usually decide at a meeting when and where the next meeting will be.

7.19.3 A Director can call a meeting by giving reasonable notice to all the other Directors.

7.19.4 The date, time and place for a Directors meeting must not unreasonably prevent a Director attending.

7.19.5 Reasonable notice of each Directors meeting must be given to each Director. The notice must state:

(a) the date, time and place of the meeting;

(b) the general nature of the business to be conducted at the meeting; and

(c) any proposed resolutions.


7.19.6 A resolution passed at a Directors meeting will not be invalid only because of an unintentional omission or mistake in giving notice under rule 7.19.5 or in giving notice of any changes to the time, date or place of the a Directors meeting.

7.20 Quorum for Directors’ meetings

7.20.1 The number of Members required for a quorum at a Directors meeting is a majority of the Directors.

7.20.2 The quorum must be present during the whole meeting.

7.20.3 If there’s no quorum after one hour, the meeting is adjourned until the next week at the same time. If there’s still no quorum, the meeting is cancelled.

7.21 Chairing Directors’ meetings

7.21.1 The Directors shall elect a chairperson for all Directors meetings at which he is present, but if he is not present or does not wish to take the chair, the Directors present shall elect another chair for the meeting.

7.21.2 The Directors may determine the period for which the Director is to be the chair.

7.22 Using technology

Directors’ meetings can be held at more than one place using any technology, as long as they all consent to it. The consent may be a standing one. A Director may only with withdraw his or her consent within a reasonable period before the meeting.

7.23 Resolutions at Directors’ meetings

7.23.1 A resolution of Directors must be passed by a simple majority of the votes of the Directors present.

7.23.2 Resolutions can be passed without a Directors’ meeting if all Directors sign a statement saying that they are in favour of it. Separate copies of the statement may be signed by the Directors if the wording of the resolution and the statement is identical in each copy.

7.23.3 A resolution under rule 7.23.1 is passed when the last Director signs.

8. Contact Person

8.1 The Directors may appoint a Contact Person.

8.2 The Contact Person must be at least 18 years old.

8.3 The Directors decide the Contact Person’s pay and terms and conditions of employment, if any.

8.4 The Contact Person must pass on any correspondence received to at least one of the Directors within 14 days after receiving it.

8.5 The Contact Person must give the Corporation his or her consent in writing prior to become a Contact Person. The Corporation must keep a copy of each consent received under this rule 8.5.

8.6 A person who is disqualified from managing an Aboriginal or Torres Strait Island Corporation under Part 6-5 of the CATSI Act may only be appointed as a Contact Person if the appointment is made with:


(a) the Registrar’s permission under section 279-30(7) of the CATSI Act; or

(b) the leave of the Court under section 279-35 of the CATSI Act.

8.7 A person becomes a Contact Person of the Corporation on registration if the person is specified in the application with his or her consent as a proposed Contact Person of the Corporation.

9. Execution of Documents

9.1 The Corporation does not need a common seal to sign documents (including a deed).

9.2 The Corporation may execute a document (including a deed) without using a common seal if the document or deed is signed by:

(a) 2 Directors; or

(b) a Director and a secretary.

9.3 The Corporations power to make, vary, ratify or discharge a contract or a document or deed may be exercised by an individual acting with the Corporations express or implied authority and on behalf of the Corporation. The power may be exercised without using a common seal.

10. Records of Corporation

10.1 The Corporation must keep the following records:

(a) minutes of meetings and resolutions passed at general meetings and Directors meetings, whether or not a meeting was held (in writing or as an audio or video recording);

(b) Rule Book (constitution);

(c) register of Members and former Members;

(d) names and addresses of Directors, Officers and the Contact Person;

(e) financial records.

10.2 Minutes and resolutions made at Meetings

(a) where the minutes, are kept in writing, the Corporation must ensure that the chairperson of the meeting signs those minutes within a reasonable time after the meeting.

(b) where the minutes are kept by means of an audio or audio-visual recording, the Corporation must ensure that the chairperson of the meeting signs a declaration which must:

(i) identify the audio or audio-visual recording; and

(ii) if the recording is for the whole of the meeting, declare that the recording constitutes the minutes for the whole of the meeting; or

(iii) if the recording is for part only of the meeting, identify the part that is recorded and declare that the recording constitutes the minutes that part of the meeting.


(c) If a resolution is passed without a meeting, the Corporation must ensure that the minutes are signed by a Director within a reasonable time after the resolution is passed.

10.6 Financial records

(a) the Corporation must keep financial records that accurately record all of its transactions, financial position and performance as would enable a true and accurate set of financial reports to be prepared and audited at the end of each financial year in accordance with accepted accounting standards.

(b) the financial records must be retained for 7 years after the transaction covered by the reports are completed.

(c) if the financial records are kept in electronic form, they must be able to be converted into hard copy and made available within a reasonable time to a person who is entitled to inspect the records.

10.7 Access to records

(a) the records of the Corporation must be kept at the Corporation’s document access address.

(b) a Director has a right of access to all of the records of the Corporation.

(c) the Corporation must allow a past Director (for a period of 7 years after the person has ceased to be a Director) to inspect and make copies of the records of the Corporation (including its financial records) for the purposes of a legal proceeding to which that person is a party or which that person proposes to bring in good faith or which that person has reason to believe will be bought against him or her.

(d) the Corporation must make available to Members for inspection, at its document access, the minute Books of the meeting 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 and must make minutes and resolutions made without a meeting available free of charge. The Corporation must within 14 days of a Member’s written request provide a copy of any minutes of its Members or resolution passed without meetings upon payment (if any) of the greater of the prescribed amount and 50 cents per page.

(e) within 7 days receipt of a written request for inspection from a Member, the Corporation must make its Rule Book available for inspection by Members and Officers at its document access address. A copy of the Corporation’s rulebook must be provided to a Member free of charge within 7 days of receipt of written request.

11 Finances

11.1 All money of the Corporation must be deposited into the Corporation’s bank account.

11.2 The Corporation must give receipts for all money it receives.

11.3 All cheques, withdrawal forms and other banking documents must be signed by at least two Directors.


11.4 All accounts must be approved for payment at a Directors’ meeting.

11.5 The Corporation must comply with the annual reporting requirements as set out in the CATSI Act.

12. Application of funds

12.1 The Corporation can use the money and property of the Corporation to carry out its business.

12.2 Subject to Rule 12.3, the Corporation cannot give money or property of the Corporation to Members of the Corporation.

12.3 The Corporation must invest or otherwise apply money held in trust or direct payment of any monies received under any agreement entered into by the Corporation in such manner as directed by Native Title Holders or Statutory Title Holders for whom it is held on trust.

Note: This rule does not stop the Corporation from making reasonable payment:

(a) to a Member in their capacity as an employee; or

(b) to a Member under a contract for goods or services provided.

(c) to a Director under rule 7.15.3.

13 Dispute resolution

13.1 If a dispute arises amongst the Members or Members and Directors or Directors about the affairs of the Corporation or how the CATSI Act or the Corporation’s Rule Book applies, the parties must first try to resolve it themselves on an informal basis.

13.2 If a dispute is unable to be resolved as between the parties in accordance with rule 13.1, any party to the dispute may give a dispute notice as set out in Schedule 6 to the other party. A copy of the dispute notice must be given to the Corporation.

13.3 Upon receipt of a dispute notice, the Directors must make a reasonable effort to assist the parties to resolve the dispute within 10 business days after the Corporation receives the dispute notice.

13.4 If the dispute or any part of the dispute relates to an issue arising out of the meaning of any provisions of the CATSI Act or the Corporations Rule Book the Directors or any other party to the dispute may seek an opinion from the Registrar about the correct meaning of the relevant provision. The Registrar’s opinion will not be binding on the parties to the dispute.

13.5 If the Directors cannot resolve the dispute within 15 business days after receiving the dispute notice, any party to the dispute may notify the Directors of his wish to refer the matter to mediation. The identity of the mediator shall be agreed upon by the parties to the dispute within 10 business days of the referral to mediation. In the event that agreement about a mediator cannot be reached a mediator shall be appointed by the Registrar or failing that the President of the Queensland Law Society.

13.6 If the parties cannot resolve the dispute through mediation within 21 business days after the appointment of a mediator, the Directors must hold a general meeting of the Corporation and put the matter to the Members to resolve. The general meeting must be held within 3 months after the Corporation received the dispute notice.


13.7 This rule 13 shall not apply to any dispute about native title under rule 14.

14. Resolution of disputes about native title

14.1 The Directors shall use their best endeavours to ensure that any dispute in respect of native title in the area for which it is the RNTBC of whatsoever nature are resolved as fairly and expediently as practicable.

14.2 In the event that the Directors receive notice of any such dispute, regardless as to whether notice of that dispute comes to the attention of the Directors by any person involved in the dispute or otherwise, the Directors must take prompt steps to resolve such dispute.

14.3 The Directors may summon the parties to the dispute to a mediation session convened by the Directors and the Directors appointed for the mediation must use their best endeavours to resolve the dispute.

14.4 In the event that the dispute is resolved at or following mediation, the Directors shall ensure that the resolution is recorded in writing and signed by the persons authorised to speak for the area in question on behalf of the parties involved in the dispute.

14.5 In the event that the dispute is not resolved following mediation attempts, the Directors must seek the assistance of elders of the area affected by the matter in dispute in the resolution of the dispute in a way that is culturally appropriate.

14.6 The Directors must use reasonable endeavours to ensure that any agreement, resolution or decision reached with the assistance of elders is enforced by whatever lawful means may be available to the Corporation.

14.7. If the dispute cannot be resolved through mediation or with the assistance of elders of the area affected, the Directors must hold a general meeting of the Corporation and put the matter to the Members to resolve. Provided that it is lawful, the decision of the Members will be final.

14.8 The Directors may suspend the membership of any Member who fails to comply with any agreement, resolution or decision reached pursuant to this rule.

15. Native Title Decisions

15.1 The Corporation is responsible for dealing with any proposals which affect native title in any area in relation to which it has responsibility.

15.2 The duty of the Corporation in relation to the making of a Native Title Decision is to at all times act in the best interests of the Native Title Holders and use its best endeavours to identify the Native Title Holders, ensure that the Native Title Holders understand the nature and purpose of the proposed Native Title Decision, facilitate the making of a free and fully informed Native Title Decision or decisions by those Native Title Holders and to act always in accordance with the wishes of those Native Title Holders.

15.3 The Corporation must use its best endeavours to obtain funding from a proponent (the person making the proposal) under Part 4 of the PBC Regulations to cover the costs of meeting its obligations under this Rule.


15.4 The Corporation must not make a Native Title Decision, unless the Corporation has first obtained a document (prepared and signed in accordance with regulation 9 of the PBC Regulations) which certifies that:

(a) the area affected by the proposal has been identified and includes a description and map of that area;

(b) the Native Title Holders of that area have been identified and identifies those persons or each group of such persons;

(c) sufficient information was made available to the Native Title Holders in order to enable them to fully understand the nature, extent and impact of the proposed Native Title Decision (including any financial or other consequences of the Native Title Decision) the nature and extent of that information, how that information was distributed and bought to the attention of the Native Title Holders, how the Corporation engaged with the Native Title Holders and the manner in which the proposed Native Title Decision was explained to the Native Title Holders;

(d) information setting out the involvement of the Native Title Holders in consideration and decision making about the proposed Native Title Decision;

(e) whether the decision making process that has been followed in relation to the making of the Native Title Decision has been a traditional decision making process or one agreed to and adopted by the Native Title Holders and a description of the decision-making process that followed;

15.5 The certificate under rule 15.4 must certify that the Native Title Holders have been consulted and have either:

( a ) consented to the Native Title Decision in the manner required by this Rule 15 and Regulation 8 of the PBC Regulations and has otherwise complied with the requirements of this Rule 15; or

(b) decided the Corporation can make decisions of that kind.

15.6 The certificate under rule 15.4 must be signed by 5 Members of the Corporation who are Native Title Holders and must contain a statement by each person who signs the document that he or she believes that the conditions referred to in rule 15 for the making of a Native Title Decision have been met. The certificate under rule 15.4 must include the identity, qualifications and signature of the person who prepared the certificate.

15.7 An agreement that gives effect to a Native Title Decision of the Corporation (other than an indigenous land use agreement of a kind described in section 24EB or 24EBA of the Native Title Act) has no effect if the Corporation has not complied with this Rule 15.

15.8 Subject to rule 15.4, where a proposal is agreed to in accordance with this Rule, the Corporation must ensure that the terms of agreement are set out in a written agreement which is generally approved by the Native Title Holders. Such agreement is to be prepared and executed by the Corporation and properly signed or executed by the proponent.


15.9 The Corporation shall ensure that a complete record is kept of all proposals, particulars and agreements affecting native title including related incoming and outgoing correspondence. The Directors shall determine from time to time what form the record keeping should take.

15.10 In dealing with all proposals which affect native title, the Corporation shall consider what assistance, if any, the native title representative body for the area, whose members may be Native Title Holders, may be able to render in progressing the matter.

16. Statutory Title Decisions

16.1 The Corporation is responsible for dealing with any proposals which affect Statutory Title in any area in relation to which it has responsibility.

16.2 The duty of the Corporation in relation to the making of a Statutory Title Decision is to at all times act in the best interests of the Statutory Title Holders and use its best endeavours to identify the Statutory Title Holders, ensure that the Statutory Title Holders understand the nature and purpose of the proposed Statutory Title Decision, facilitate the making of a free and fully informed Statutory Title Decision or decisions by those Statutory Title Holders and to act always in accordance with the wishes of those Statutory Title Holders.

16.3 The Corporation must not make a Statutory Title Decision, unless it:

(a) has used its best endeavours to ascertain the identity of the Statutory Title Holders; and

(b) is satisfied that:

(i) the Statutory Title Holders understand the nature and purpose and effect of the proposed Statutory Title Decision and are given an opportunity to express their views on and are generally in agreement with the proposed Statutory Title Decision (refer section 40(1)ALA); and

(ii) if the Statutory Title Decision involves the transfer of trust land, that the Statutory Title Decision is approved by Special Resolution at a general meeting of the Corporation where the Special Resolution includes agreement to the transfer of the land proposed to be transferred and of all assets and liabilities proposed to be transferred (refer section 40ZE (1) (a) ALA).

16.4 The Corporation must not be taken to be satisfied that the Statutory Title Holders understand the nature and purpose of the proposed Statutory Title Decision unless the Corporation has obtained a document signed in accordance with rule 16.7, that certifies that the Statutory Title Holders have been consulted about and understand the nature and purpose of the proposed Statutory Title Decision and are generally in agreement with the making of that decision


16.5 A document is a certificate in accordance with rule 16.4, if it certifies that:

(a) a description of the proposal that is the subject of the proposed Statutory Title Decision;

(b) the area affected by the proposal has been identified and includes a description and map of that area;

(c) sufficient information to enable the impacts on the Statutory Title of the proposed Statutory Title Decision to be identified;

(d) details of the extent, if any, of any claims, actions or debts to which any Statutory Title Holder may be liable as a result of the proposed Statutory Title Decision;

(e) the identity of the Statutory Title Holders and those involved in the consultation and the giving of any separate consent and direction in relation to the proposed Statutory Title Decision;

(d) information setting out the involvement of the Statutory Title Holders in consideration and decision making about the proposed Statutory Title Decision;

(g) whether the decision making process that has been followed in relation to the making of the Statutory Title Decision has been a traditional decision making process or one agreed to and adopted by the Statutory Title Holders and a description of the decision-making process that followed; and

(h) if the Statutory Title Decision involves a transfer of trust land, a copy of the resolution of a general meeting of the Corporation in accordance with Rule 16.4(b) (ii).

16.6 The certificate under rule 16.5 must certify that the Statutory Title Holders have been consulted and have either:

( a ) consented to the Statutory Title Decision in the manner required by this Rule 16; or

(b) decided the Corporation can make decisions of that kind.

16.7 The certificate under rule 16.5 must be signed by 5 members of the Corporation who are Statutory Title Holders and:

(a) must contain a statement by each person who signs the document that he or she believes that the conditions referred to in rule 16 for the making of a Statutory Title Decision have been met. The certificate under rule 16.5 must include the identity, qualifications and signature of the person who prepared the certificate; and

(b) if the Statutory Title Decision involves the transfer of trust land, the certificate must be signed by 5 members who were present at the general meeting referred to in rule 16.3(b) (ii).

16.8 Where a Statutory Decision is made in accordance with this Rule, the Corporation must ensure that the terms of agreement are set out in a written


agreement which is generally approved by the Statutory Title Holders. Such agreement is to be prepared and executed by the Corporation and properly signed or executed by the proponent.

16.9 The Corporation shall ensure that a complete record is kept of all proposals, particulars and agreements affecting Statutory Title including related incoming and outgoing correspondence. The Directors shall determine from time to time what form the record keeping should take.

16.10 In dealing with all proposals which affect Statutory Title, the Corporation shall consider what assistance, if any, the native title representative body for the area, whose members may be Statutory Title Holders, may be able to render in progressing the matter.

17 Alteration of rules

17.1 The rules of the Corporation may be altered by a Special Resolution passed at a general meeting. The proposed alterations must be specified in the notice of the general meeting.

17.2 The Corporation, in accordance with section 69-20 of the CATSI Act, must lodge a copy of the changes within 28 days after the resolution is passed.

17.3 The alternation shall not take effect unless and until registered by the Registrar.

18 Outsourcing

18.1 Where under rule 15 and 16, the Corporation is required to meet certain requirements in relation to the performance of any of its functions and exercise of its powers or to obtain a document in relation to those matters under rule 15.6 and 16.7; the Corporation may request the assistance of or engage:

(a) the Representative Body; or

(b) an appropriately qualified consultant or solicitor acceptable to the Native Title Holders or Statutory Title Holders as the case may be to meet those requirements and prepare such a document.

18.2 Anything done by a Representative Body or a consultant or solicitor under rule 18.1 shall be done in accordance with these Rules as if the Corporation was doing them, and the Corporation, where it is satisfied that they have been so done, may act on a report by the Representative Body or the consultant or solicitor as to the doing of those things as if the Corporation had done those things itself, and in particular, subject to obtaining a document as referred to in rule 15.8 (which document may also be prepared by the Representative Body or consultant or solicitor under rule 18.1), may be satisfied on the basis of such a report as to the matters referred to in rules 15 or 16.


19 Notices

19.1 Unless the CATSI Act or these rules otherwise require, notices must be given in writing.

19.2 A notice may be given to a Member:

(a) personally;

(b) left at the Members address as recorded in the register of Members;

(c) sent by prepaid ordinary mail to the Members address as recorded in the register of Members;

(d) sent by fax to the Members current fax number for notices (if the Member has nominated one); or

(e) sent by email to the Members current email address (if the Member has nominated one).

19.3 Unless the CATSI Act or these rules require otherwise, if a notice or communication:

(a) is given by post, it is taken to have been given 5 business days after posting;

(b) is given by fax, it is taken to have been given on the business day after it is sent;

(c) is taken as having been given at 9 am on the next day which is not a Saturday, Sunday or bank or public holiday in that place.

20 Winding up

20.1 The winding up of the Corporation shall be in accordance with the CATSI Act and this rule.

20.2 A resolution to wind up the Corporation may only be passed by a Special Resolution at a general meeting and notice of the proposed resolution must have been given to Members at least twenty one (21) days prior to the general meeting

20.3 The resolution of dissolution shall specify an organisation or fund established for the benefit of Torres Strait Islanders and Aboriginals generally in Australia (with preference given to such an organisation, if any, as provide services to the Birriah People) to which the property and funds of the Corporation shall be transferred, save and except that any property held on trust, including native title land, shall be dealt with in accordance with the instructions of the beneficiaries of those trusts. Such specified organisation or fund shall be one which meets the requirements of the relevant Income Tax Assessment Act.

20.4 The distribution of surplus assets must not be made to any Member or to any person to be held on trust for any Member.

21 Trustee finances

21.1 Official receipts are to be issued for all monies received by the Corporation in its capacity as trustee of any trust.

21.2 If the Corporation is trustee of more than one trust it must keep trust monies separate from the assets of the Corporation, keep separate accounts and financial records in


relation to each trust and maintain separate bank accounts for each trust at a bank or banks to be determined by the Directors of the Corporation.

21.3 In the absence of conditions imposed by legislation or direction from Members requiring the application of funds in a specific manner, the Directors of the trust may invest the funds as they see fit:

(a) for the beneficiaries of the trust; and

(b) as permitted by the trust instrument all relevant legislation, and in the best interests of the beneficiaries of the trust.

22 Grantee or transferee under Aboriginal Land Act 1991 (Qld)

if the Corporation is a grantee or transferee under the ALA these rules apply to the Corporation when it is acting in its capacity as grantee or transferee, as the case may be.


Schedule 1 Dictionary and Interpretation

Dictionary act in reference to an act affecting native title, has the meaning given by s 226 of the Native Title Act; affect native title has the meaning given in s 227 of the Native Title Act; ALA means the Aboriginal Land Act 1991 (Qld). Birriah People means the group of people comprising all Birriah Persons.

Birriah Person means a person who is a biological or adopted descendant of one or more of the

following Birriah apical ancestors:

• Jinnie Tiers;

• Kuburu, the father of Billy Lightning Banbari;

• John Smallwood;

• Rosie Schilling;

• Peggy Barker;

• Sambo Callaghan;

• Tommy Morgan;

• the mother of Lizzie Limburner;

• Nellie Skeen or William (Billy) Skeen Snr;

• Caroline Roger; or

• Maggie or her husband Harry Shepherd (Snr)

Books include a register, any record of information, financial reports or records, or documents of

the Corporation however complied, recorded or stored.

CATSI Act means the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) as amended from time to time and any regulations made under it. Contact Person means a person elected or appointed according to rule 8. Corporation means the Birriah Aboriginal Corporation RNTBC. Determination means a determination of native title for the purposes of section 225 of the Native Title Act made by the Federal Court of Australia in respect of native title determination application QUD 6244 of 1998. Director means a person elected or appointed according to rule 6 to manage the affairs of the Corporation in accordance with the Act and these rules.


general meeting refers to both general meetings and annual general meetings of the Members of the Corporation called and held according to rule 6. Member means a person whose name appears on the register of Members.

Misbehaves means behaviour that includes, but is not limited to:

(a) Acting in a threatening or abusive manner to Corporation staff or other Members,

including by reason of language used or actions taken towards Corporation staff or other

Members;

(b) Providing third parties with confidential Corporation documents or disclosing confidential

information relating to the Corporation without approval of the Directors;

(c) Holding himself or herself out as the representative of the Corporation to third parties

without express authorisation of the Directors;

(d) Consistently disrupting day-to-day administration or operations of the Corporation;

(e) Engaging in conduct which is not authorised by the Corporation and which wastes the

Corporation’s resources;

(f) Engaging in conduct which brings the Corporation into disrepute; or

(g) Engaging in conduct which undermines the objects of the Corporation

native title has the same meaning as is ascribed to that term by the Native Title Act. Native Title Act means the Native Title Act 1993 (Cth) as amended from time to time. Native Title Decision has the same meaning as in regulation 3(1) of the PBC Regulations and means a decision: (a) to surrender native title rights and interests in relation to land or waters; or

(b) to do, or agree to do, any other act that would affect the native title rights or interests of the Native Title Holders or of any of them.

Native Title Holders means those Birriah People who as a result of a Determination are the common law holders of native title. native title legislation obligations means the following obligations imposed by the Native Title Act and the PBC Regulations on a registered native title body corporate: (a) an obligation to consult with the Native Title Holders;

(b) an obligation to act in accordance with the directions of the Native Title Holders;

(c) an obligation to act only with the consent of the Native Title Holders; and


(d) an obligation to take any other action in relation to the Native Title Holders.

native title representative body or NTRB means that body determined as such in relation to an area which includes the native title land pursuant to section 202 or section 203AD of the Native Title Act. native title rights and interests have the same meaning as in section 223 of the Native Title Act. Officer means a Director, Corporation secretary, administrator, special administrator, receiver, receiver and manager, liquidator or trustee of the Corporation or a person who makes decisions that affect a substantial part of the business of the Corporation; or could significantly affect the Corporation’s financial standing. Poll means a method of voting at a meeting of the Corporation by marking a paper headed “for”

or “against” a motion or resolution, as the case may be (as opposed to voting by a show of

hands), and can include a secret ballot.

Proxy means a person who has been appointed to attend, speak and vote at a general meeting behalf of a Member, according to rule 5.12.1. PBC Regulations means the Native Title (Prescribed Bodies Corporate) Regulations 1999 (Cth).

prescribed body corporate or PBC has the same meaning as that contained in regulations 3 and 4 of the PBC Regulations. registered native title body corporate or RNTBC has the same meaning as that contained in section 253 of the Native Title Act. Registrar means the Registrar of Aboriginal and Torres Strait Islander Corporations appointed in accordance with the CATSI Act. Rule Book means this document consisting of set laws and replaceable rules under the CATSI Act that apply to the Corporation. Special Resolution means a resolution passed by at least 75% of the votes cast by Members

present and entitled to vote at a general meeting.

Statutory Title means interests in land and waters, whether equitable or legal, created pursuant

to a grant or transfer made to the Corporation under the ALA or the acquisition of an interest

under other legislation where that interest is vested in the Corporation.

Statutory Title Decision means any decision made or proposed to be made by the Corporation

which may give rise to the creation of an interest in the Statutory Title by a third party or any

claim, debt or liability created or entered into by the Corporation on behalf of the Statutory Title

Holders.


Statutory Title Holder means a Birriah Person for whose benefit Statutory Title is held by the

Corporation and includes those Birriah People particularly concerned with the land or waters the

subject of Statutory Title created under the ALA as defined by section 4 of the ALA.

Interpretation In these rules, unless otherwise stated: (a) where the word ‘he’ appears in the rules, it can also mean ‘she’;

(b) words in the singular number include the plural and vice versa; and

(c) any inconsistency between these rules and the CATSI Act shall be resolved in favour of the CATSI Act.

(d) a reference to legislation is to be read as a reference to that legislation, any subordinate legislation under it, and that legislation and subordinate legislation as amended, re-enacted or replaced for the time being;

(e) headings and notes are used for convenience only and are not intended to affect the interpretation of these rules;

(f) a word or expression defined in the CATSI Act and used, but not defined, in these rules has the same meaning given to it in the CATSI Act when used in these rules


Schedule 2

Directors Duties

The Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act) sets out the duties required of Directors and other Officers. These duties are consistent with the duties under common law and in the Corporations Act 2001.

The common law (that’s the law developed by judges) imposes special duties on Directors and other Officers of a Corporation, such as a duty of loyalty and a duty of care. The CATSI Act also imposes duties on Directors and other Officers. Some of these duties overlap.

Directors and other Officers owe these duties to the whole Corporation—this means to all its Members—and also to stakeholders (such as funding bodies and creditors).

Directors and other Officers

The Directors make up the governing body of the Corporation. They are usually appointed by the Members—the Corporation’s Rule Book will say how (always check the Rule Book).

Once appointed the Directors have full authority over the Corporation and are ultimately responsible for its management. This is why the Directors’ duties exist. They are legal duties that keep the Directors loyal and accountable to the Corporation—in other words, answerable to the Corporation’s Members—and also to stakeholders.

The CATSI Act also extends the scope of some Directors’ duties to the Corporation’s other Officers and employees.

Other Officers of a Corporation are CEOs/general managers, secretaries (in large Corporations), chief financial officers (CFOs), special administrators and liquidators—in short, the other people who are involved in making decisions that affect the business of the Corporation.

The CEO/general manager is usually the most senior employee and is appointed by the board of Directors to look after—or ‘manage’—the practical day-to-day business of the Corporation, including its property and financial administration.

The duties apply individually―that is to say, each Director, Officer or employee to whom they apply is personally responsible (and therefore accountable) for meeting them.

Note: Not every Corporation has a CEO—some prefer the title of ‘general manager’ or ‘executive manager’. In every case however, whoever fills this role follows instructions given to them by the board of Directors.

The 5 legal duties

Duty of care and diligence

(CATSI Act: section 265-1)

Directors and other Officers must exercise their powers and carry out their duties with reasonable care and diligence.

This means they take their responsibilities seriously.


Directors who act carefully and diligently are interested in what’s happening at their Corporation and are well prepared to make decisions. For example, they are across their Corporation’s affairs and:

follow their Corporation’s Rule Book

never miss a Directors’ meeting and always arrive on time

read all the pre-meeting background papers

know their Corporation’s financial position

are not afraid to ask a lot of questions—especially if some of the matters presented to them are complicated or unclear.

For other Officers of the Corporation, acting with care and diligence, could mean, for example, preparing accurate and timely reports for the Directors so that they are well informed and in a confident position to make decisions in the best interests of the Corporation.

Breach of this duty may result in a civil penalty but not criminal liability.

Duty of good faith


Directors and other Officers must exercise their powers and carry out their duties in good faith in the best interests of the Corporation.

This means they must be honest and loyal in their dealings with each other and with the Corporation.

For example, Directors and other Officers who act in good faith never make a decision for their own personal advantage. Their one and only concern is to act in the best interests of the Corporation as a whole.

A breach of this duty may lead to a civil penalty or criminal liability, if the breach is reckless or intentionally dishonest.

Duty to NOT improperly use position or information

(CATSI Act: sections 265-10 and 265-15)

Directors, other Officers and employees must not misuse their position, or use information obtained as a result of their position, to gain a benefit for themselves, someone else or to cause harm to the Corporation.

For example, they must never pass on personal details about Members to other people nor give out information that might allow someone competing for a Corporation contract an unfair advantage.

A breach of this duty may lead to a civil penalty or criminal liability, if the breach is reckless or intentionally dishonest.

Duty to disclose material personal interests


Directors must tell each other their personal interests in matters relating to the affairs of the Corporation.


This is so Directors can avoid making decisions about the Corporation which could personally benefit them or their family. ‘Material personal interest’ is better known as a ‘conflict of interest’.

If not handled correctly, conflicts of interest may prevent Directors from acting only in the best interests of the Corporation.

It is very important to remember that at all times the Corporation’s interests come first.

To manage a conflict of interest, a Director must declare ‘the conflict’ to the other Directors. This disclosure can take the form of a ‘standing notice’ or a notice to a specific Directors’ meeting (where the issue causing the conflict of interest may be up for discussion).

Disclosing a conflict of interest does not automatically mean a Director can’t be part of a Directors’ meeting. It may just mean that for a certain part of the meeting (while the matter is discussed) that Director steps out. This allows the other Directors to talk freely and to make their decision in a neutral environment. Alternatively, the Director may be invited to stay if they have ‘the fully informed consent of the other Directors to be present and vote’—see section 268-20(4) in the CATSI Act.

A breach of this duty may result in a criminal penalty.

There is nothing wrong with having a conflict of interest so long as you, as a Director, disclose all of the information about the conflict of interest to the other Directors and abide by their decision how it is managed.

Duty to NOT trade while insolvent


Directors must not allow their Corporation to trade when it does not have enough money to pay its bills when they are due.

To be ‘insolvent’ is to be unable to pay your debts when they fall due. If any one of the Directors authorises a transaction, or makes a decision, which causes their Corporation to become insolvent, they will have breached their duty to not trade while insolvent.

Directors should always know their Corporation’s financial position. Only then can they be sure that their Corporation is not trading while insolvent.

A breach of this duty may result in a civil penalty and, if dishonest, a criminal penalty.

Consequences of breach

When a duty is breached the consequences will depend on the nature of the duty and the seriousness of the breach. For example:

Action by the Corporation—the Corporation can take its own action to remove or dismiss the person involved in the breach. The Corporation can also take its own civil action to restrain the person involved in the breach and recover compensation for any loss.


Civil penalty proceedings by the Registrar—if a person breaches a civil penalty provision —for example, if a Director fails to exercise reasonable care and diligence in carrying out their duties—the Registrar may apply to a court for a ‘declaration of contravention’. The court’s declaration provides conclusive evidence of the breach. If the contravention is serious a court may then order that person to pay a penalty of up to $200,000 for each contravention to the Commonwealth. A court may also order payment of compensation to the Corporation for the damage it has suffered as a result of the contravention and/or disqualify that person from managing a Corporation.

Disqualification—in addition to disqualification by a court for a breach of a civil penalty provision, in some circumstances a person is automatically disqualified from managing a Corporation, including if they:

have been convicted of certain serious criminal offences (including fraud)

are bankrupt. The Registrar maintains a register of disqualified Officers at www.oric.gov.au.

Criminal prosecution—a breach of certain duties may attract criminal prosecution and heavy penalties. If a person is found guilty by a court of breaching a duty to the criminal standard and where a criminal penalty applies, the person may be fined and/or sentenced to imprisonment.

Modifications for native title obligations

Corporations that are formed to hold or manage native title are prescribed bodies corporate (PBCs). After their claim is registered they become known as registered native title bodies corporate (RNTBCs).

The CATSI Act makes sure that Directors, Officers and employees of these Corporations are not put in a position where their duties under native title legislation conflict with their duties under the CATSI Act. For example, if you (as a Director of an RNTBC) act in good faith and believe that what you are doing is necessary to comply with native title legislation you will not be in breach of duties that apply under the CATSI Act or their equivalent in common law.


Schedule 3

Proxy Form – Rule 6.11.3

APPOINTMENT OF PROXY

I, ....................................................................................................................................

(Full name of Member)

of ...................................................................................................................................

(address of Member)

being a descendant of

.....................................................................................................................................

and being a Member of the Birriah Aboriginal Corporation RNTBC (‘the Corporation’) hereby

appoint:

.......................................................................................................................................(full name

of proxy)

of ...................................................................................................................................

.......................................................................................................................................

(address of proxy)

as my proxy to vote for me on my behalf at the general meeting of the Corporation (annual

general meeting or other general meeting, as the case may be) to be held on the ............day of

.....................................20........ and at any adjournment of that meeting.

......................................................................................................................................

.......................................................................................................................................

.......................................................................................................................................

(Optional - if Member wishes to specify the way the proxy is to vote on a particular resolution,

include additional information here)

Signed: _____________________________________________________________

(Signature of Member appointing proxy)

Date: ________________________

NOTE: A person must not exercise proxies for more than 3 Members.



Schedule 4

Application to become a Member

Rule 5.3.1

Application

I, ................................................................................................................................................

(First name) (Last name)

of ..............................................................................................................................................

...................................................................................................................................................

(Address)

and being biological or adopted descendants of:

...................................................................................................................................................

(Name of Birriah apical ancestor)

hereby apply to become a member of the Birriah Aboriginal Corporation RNTBC (‘the

Corporation’)

Confirmation as Birriah Person:

Confirmation to be made by at least one other adult Member belonging to the same group of

descendants from the same Birriah apical ancestor:

I confirm that the Applicant is accepted by the descendants of

.............................................................................................................................................

(Insert Name Birriah apical ancestor)

as a Birriah Person.

Signed: ...................................................................................................................................

I (Applicant) declare that I am eligible for membership in accordance with rule 5.2.2 of the

Corporation Rule Book.

Signed by Applicant: .................................................................................................................

Date: .................................................................


Schedule 5

CONSENT TO ACT AS DIRECTOR

Corporations (Aboriginal and Torres Strait Islander) Act 2006

Birriah Aboriginal Corporation RNTBC

To: The Directors of Birriah Aboriginal Corporation RNTBC

1. In accordance with section 246-10 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006, I, [Insert Name of Director] hereby consent to act as a Director of the Corporation.

2. I am eligible to be appointed as a Director under section 246-1 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 and rule 7.3 of the Rule Book.

3. For the purposes of section 304-5(4) of the Corporations (Aboriginal and Torres Strait Islander) Act 2006, I give notice of the following personal details:

Full Name:

Address:

Position held:

Former names:

Date of birth:

Place of birth:

4. In accordance with section 268-1 and 268-10(1) of the Corporations (Aboriginal and Torres Strait Islander) Act 2006, I declare that I am an Officer or Member of the undermentioned bodies corporate and/or firms, and should be regarded as interested in any contract which may be made with any such body corporate or firm:

Name:

Name and extent of interest:

5. In accordance with section 268-1 and 268-10(1) of the Corporations (Aboriginal and Torres Strait Islander) Act 2006, I declare that I am directly or indirectly interested in the following contracts or proposed contracts with the company:

Name:

Name and extent of interest:

Note: if a standing notice in accordance with section 268-10(1) of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 is given in paragraph 4 above, paragraph 5 need not be completed if the contract or proposed contract is with a body corporate or firm mentioned in paragraph 4.

6. I hold the following offices or possess the undermentioned property whereby duties or interests might be created directly or indirectly in conflict with my duties or interests as a Director of the company:

Office or property:


Nature, character and extent of conflict:

7. I am not entitled to have an alternative address substituted for my usual residential address in accordance with section 304-15(2) of the Corporations (Aboriginal and Torres Strait Islander) Act 2006.

DATED this of 2016

SIGNED: .................................................

[Insert name of Director]


Schedule 6

DISPUTE NOTICE (Rule 13.2)

To the Birriah Aboriginal Corporation RNTBC (‘the Corporation’)

I, ...............................................................................................................................................

(First or given name) (Surname)

of: .............................................................................................................................................

...................................................................................................................................................

(address)

being a descendant of: .............................................................................................................

hereby give notice of dispute to the Corporation

The dispute is about:

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

Signed: ..............................................................................

Date: ..................................................................................