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Constitution of Eastern Maar Aboriginal Corporation RNTBC: January 28, 2016 (Australia [au])

Constitution of Eastern Maar Aboriginal Corporation RNTBC: January 28, 2016 (Australia [au])

© Commonwealth of Australia
Comment:

Explanatory Note:

Date of Lodgment: January 28, 2016

Date of Incorporation: July 11, 2011

Type of Determination: Consent Determination

Date of Determination: July 27, 2011

Case Law: Lovett on behalf of the Gunditjmara People v State of Victoria (No 5) [2011] FCA 932

ICN: 7585

 

Name

1.1  The name of the Corporation is Eastern Maar Aboriginal Corporation RNTBC.1

Objects

2.1  The principal objects for which the Corporation is established are:

  1. (a)  to promote the relief of poverty, sickness, destitution, serious economic disadvantage, distress, dispossession, suffering and misfortune of the Eastern Maar Traditional Owner Group;

  2. (b)  to carry out the functions of a Prescribed Body Corporate under the NTA; and

  3. (c)  to become a registered native title body corporate within the meaning of the NTA (see section 59(2) of the NTA and the Prescribed Body Corporate Regulations);

  4. (d)  to protect and promote the laws, culture and traditional rights and interests of the Eastern Maar Traditional Owner Group.

2.2  Without limiting the generality of the objects referred to in Rule 2.1, the Corporation can advance those objects by doing any or all of the following:

  1. (a)  promoting and protecting Aboriginal Cultural Heritage and acting as an agent or representative for the Eastern Maar Traditional Owner Group in respect of matters relating to Aboriginal Cultural Heritage;

  2. (b)  consulting with and considering the views of the Eastern Maar Traditional Owner Group in accordance with the NTA and any associated regulations;

  3. (c)  acting as an agent or representative for the Eastern Maar Traditional Owner Group in respect of matters relating to their Native Title Rights and Interests;

  4. (d)  managing the Native Title Rights and Interests of the Eastern Maar Traditional Owner Group and Aboriginal Cultural Heritage, as provided for in these Rules or under relevant legislation;

  5. (e)  holding property and money (including payments received as compensation or otherwise related to the Native Title Rights and Interests) in trust for the Eastern Maar Traditional Owner Group;

  6. (f)  investing or otherwise applying money held in trust as directed by the Eastern Maar Traditional Owner Group;

  7. (g)  promoting the protection of the environment on Eastern Maar Country;

  8. (h)  providing land management, environmental protection, and cultural protection services to the public;

  9. (i)  taking steps to achieve and to promote economic development and self-determination for the Eastern Maar Traditional Owner Group;

  10. (j)  acting as an agent or representative for the Eastern Maar Traditional Owner Group in relation to any other matter;

  11. (k)  consulting with and considering the views of a representative body in accordance with regulation 8(3) of the Prescribed Body Corporate Regulations;

  12. (l)  performing any other function conferred upon the Corporation by a law of the Commonwealth or the State of Victoria;

  13. (m)  doing anything incidental to and necessary or convenient for the carrying out of any of the objects.

Powers of the Corporation

3.1  Subject to these Rules, the Corporation has power to do all such lawful things as may seem necessary or desirable to the Board of Directors to carry out the objects of the Corporation.

3.2  Without limiting the generality of Rule 3.1, the Corporation shall have such other powers which may be conferred upon it by a law of the Commonwealth or the State of Victoria.

Membership

Membership Criteria

4.1  A person is eligible for membership if that person is an Aboriginal person who is:

  1. (a)  an Eastern Maar Person, defined as a member of the Eastern Maar Traditional Owner Group described in Schedule 1; and

  2. (b)  at least 18 years of age.

Becoming a Member

4.2  A person becomes a member of the Corporation when:

  1. (a)  the person is eligible for membership under Rule 4.1;

  2. (b)  the person applies to become a member using the Membership Application form at Schedule 2 on which they have:

    1. i.  identified the ancestors from which they descend;

    2. ii.  identified the Family Group to which they belong.

  3. (c)  the application has been accepted by resolution of the Board of Directors;

  4. (d)  the person has their name entered on the Register of Members.

Deciding Membership Applications

4.3  The Board of Directors will consider and decide Membership Applications.

4.4  The Board of Directors must not accept an application unless:

  1. (a)  the Application meets the Membership Criteria in Rule 4.1;

    and the Application is made in accordance with Rule 4.2(b);

  2. (b)  the Board of Directors is satisfied that it is appropriate that the applicant should be recorded on the Register of Members as being a member of the Family Group (or any Clan Group) identified in the application.

4.5  The Board of Directors must record the person on the Register of Members as being a member of a particular Family Group if the person is a part of the Core Family for that Family Group.

4.6  Subject to Rule 4.7, the Board of Director shall not record the person on the Register of Members as being a member of a particular Family Group if the person is part of a different Family Group.

4.7  If a person is a part of more than one Family Group then the Board of Directors must record the person on the Register of Members as being a member of the Family Group identified on the application.

4.8  In considering whether to accept a person as a member of the Corporation, and in recording the details of their membership on the Register of Members, the Board of Directors may:

  1. (a)  seek such anthropological, historical and/or genealogical advice as it considers appropriate;

  2. (b)  request that the applicant supply further information, including genealogical information, to satisfy the Board of Directors that the applicant for membership is entitled to be a member and is entitled to be recorded on the Register of Members as being a member of the Family Group (or any Clan Group) identified in the application; and

  3. (c)  have regard to such other records, including the membership rolls of other Corporations, as it considers appropriate.

4.9  Notwithstanding anything in this Rule, the Board Directors may refuse a membership application even if the applicant has applied in writing and complies with the Membership Criteria.

4.10  In the event that the Board of Directors refuse a membership application, they must notify the Applicant in writing of the decision to refuse membership and the reasons for it.

Entry on the Register of Members

4.11  Subject to Rule 4.12, if the Board of Directors accepts a membership application, the applicant’s name must be entered on the Register of Member within 14 days.

4.12  If:

  1. (a)  the applicant applies for membership after a notice has been given for the holding of a General Meeting, and

  2. (b)  the meeting has not been held when the Board of 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.

Membership Fees

4.13  The Corporation must not impose;

  1. (a)  application fees for membership; or

  2. (b)  fees for membership.

Membership Entitlements

4.14  Subject to these Rules, all members are:

  1. (a)  entitled to attend, speak, move resolutions, and vote at General Meetings;

  2. (b)  eligible for appointment as Directors.

Members’ Obligations

4.15  Each member has the following responsibilities:

  1. (a)  to comply with the Act and these Rules;

  2. (b)  to comply with any code of conduct adopted by the Corporation;

  3. (c)  to treat other members and the Directors with respect and dignity; and

  4. (d)  to not behave in a way that significantly interferes with the operation of the Corporation or any Corporation Meetings.

Amending Details of Membership

4.16  Any member of the Corporation can apply to the Corporation to amend the details of their membership to the Corporation as recorded in the Register of Members, including amendments to change the recording of the Family Group or Clan Group to which they belong unless that member is a Director of the Corporation in which case application to change Family Groups must be made at a General Meeting.

4.17  In considering whether to make any requested amendments to a person’s details as recorded on the Register of Members, the Board of Directors may follow the process applicable for determinations of membership applications set out in Rules 4.3-4.10.

Cessation of Membership

4.18  A person ceases to be a member of the Corporation when their name is removed from the Register of Members as a current member of the Corporation.

4.19  A Corporation must remove a member’s name from the Register of Members if:

  1. (a)  the member dies;

  2. (b)  the member resigns from membership of the Corporation by giving a written resignation notice to the Contact Person; or

  3. (c)  a Special Resolution is passed at a General Meeting to cancel the member’s membership to the Corporation in accordance with Rule 4.20, 4.23 and 4.29.

Such removal of the member’s name from the Register of Members must occur within 14 days after the date on which:

  1. (d)  the Corporation receives notice that the member is deceased;

  2. (e)  the Contact Person receives the written resignation notice from the member; or

  3. (f)  the Special Resolution is passed.

Cancellation of Membership

Cancellation for Misbehaviour

4.20  The Corporation may cancel a person’s membership by a Special Resolution in a General Meeting if the member has behaved in a manner that significantly interfered with the operation of the Corporation or Corporation Meetings, including by:

  1. (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;

  2. (b)  providing third parties with confidential Corporation documents or disclosing confidential information relating to the Corporation without approval of the Board of Directors;

  3. (c)  holding himself or herself out as the representative of the Corporation to third parties without express authorisation of the Corporation;

  4. (d)  consistently disrupting day-to-day administration or operations of the Corporation;

  5. (e)  engaging in conduct which is not authorised by the Corporation and which wastes the Corporation’s resources;

  6. (f)  engaging in conduct which brings the Corporation into disrepute; or

  7. (g)  engaging in conduct which undermines the objects of the Corporation.

4.21  Written notice of a proposed resolution to cancel a person’s membership must be forwarded to the member not less than 14 days before the date of the General Meeting at which the resolution is to be moved.

4.22  The person whose membership is proposed to be cancelled at a General Meeting, must be given an opportunity to be heard at the meeting.

Cancellation because Member Cannot Be Contacted

4.23  A person’s membership to the Corporation may be cancelled by Special Resolution in a General Meeting if the Corporation has:

  1. (a)  not been able to contact that member at their address entered on the Register of Members for a continuous period of two years before the meeting; and

  2. (b)  made two or more reasonable attempts to contact the member during that 2 year period but has been unable to.

Cancellation for failing to meet Eligibility Criteria

4.24  A person’s membership to the Corporation may be cancelled if a Special Resolution is passed at a General Meeting of the Corporation on the basis that the member is not an Eastern Maar Person.

4.25  Written notice of a proposed resolution to cancel a person’s membership must be forwarded to the member not less than 21 days before the date of the General Meeting at which the resolution is to be moved.

4.26  The person whose membership is proposed to be cancelled at a General Meeting, must be given an opportunity to be heard at the meeting.

Notification of Cancellation

4.27  If the Corporation cancels a member’s membership, the Directors must send the member a copy of the Special Resolution at the last known address of the member by mail, as soon as practicable after the resolution has been passed.

Liability of members

4.28  The members are not liable to contribute to:

  1. (a)  the property of the Corporation on winding up; or

  2. (b)  the debtor liabilities of the Corporation.

4.29 

Register of Members and Former Members

5.1  The Corporation must set up and maintain a Register of Members and Former Members.

5.2  The Register must be in the form set out in Schedule 3 to these Rules and must record:

  1. (a)  the name (given and family name) and address of every member of the Corporation;

  2. (b)  the date on which each member joined the Corporation;

  3. (c)  the Family Group that each member belongs to;

  4. (d)  the Clan Group to which the person identifies with (if any);

  5. (e)  where applicable, the date on which a member ceased to be a member of the Corporation.

5.3  Subject to the Act, all action taken bona fide in reliance upon the Register is valid, even if it is subsequently shown that the Register was defective or inaccurate at the time the action was taken.

Right to Inspect Register of Members and Former Members

6.1  Subject to the Act,

  1. (a)  any person shall be entitled to inspect the Register; and

  2. (b)  any Member shall be entitled to inspect the Register without fee.

6.2  The Corporation shall make the Register available for inspection by members at the AGM.

6.3  At the AGM, the Corporation will ask each member attending to check and update their contact details as specified in the entry.

General Meetings

Time and Place of General Meetings

7.1  A General Meeting must be called for a proper purpose.

7.2  Subject to these Rules, the time and place of every General Meeting is determined by the Board of Directors.

7.3  A notice of a general meeting must:

  1. (a)  set out the place, date and time for the meeting; and

  2. (b)  state the general nature of the meeting’s business.

7.4  A General Meeting must be held at a reasonable time and place.

7.5  The Corporation is to hold its first General Meeting within 6 months after the Corporation is registered.

Annual General Meetings

7.6  Annual General Meetings must be held within 5 months after the end of each financial year.

7.7  The Corporation may apply to the Registrar to extend the period within which the Corporation must hold an AGM, provided the application is made before the end of that period in which the meeting would be required to have been held under Rule 7.6.

7.8  The business of an AGM may include any of the following, even if not referred to in the notice of meeting:

  1. (a)  confirmation of the minutes of the previous general meeting, except at the first AGM;

  2. (b)  the consideration of the reports under that Chapter 7 of the Act are required to be present to the AGM;

  3. (c)  the appointment of the Directors (Family Representatives);

  4. (d)  the appointment and remuneration of the auditor (if any);

  5. (e)  checking the details on the Register of Members; and

  6. (f)  asking questions about management of the corporation and asking questions of the corporation’s auditor (if any).

7.9  The order of business at the AGM is to:

  1. (a)  confirm the minutes of the last General Meeting, whether the AGM or a General Meeting;

  2. (b)  receive from the Directors information about the activities and business of the Corporation during the preceding financial year ending 30 June;

  3. (c)  appoint the Directors (Family Representatives); and

  4. (d)  conduct such other business as the meeting determines.

7.10  The Chair of an AGM must give members a reasonable opportunity:

  1. (a)  To ask questions about or make comments on the management of the Corporation;

  2. (b)  If the Corporation’s auditor, or the auditor’s representative, is present at the AGM, to ask the auditor or the auditor’s representative questions relevant to:

    1. (i)  the conduct of the audit;

    2. (ii)  the preparation and content of the auditor’s report;

    3. (iii)  the accounting policies adopted by the Corporation in the preparation of the financial statements; and

    4. (iv)  the independence of the auditor in relation to the conduct of the audit.

General Meetings

General

7.11  The Board of Directors may call General Meetings in addition to the AGM.

7.12  The order of business at a General Meeting is to:

  1. (a)  confirm the minutes of the last General Meeting, whether the AGM or a General Meeting;

  2. (b)  deal with all matters for which the meeting was called; and

  3. (c)  conduct such other business as the meeting determines.

Members’ Entitlement to Call General Meetings

7.13  The Board of Directors must call and arrange to hold a General Meeting on the request of, the greater of:

  1. (a)  The number of members prescribed by the Regulations and applicable to the corporation, or, if none is prescribed, 5 members, or

  2. (b)  The percentage of members prescribed by the Regulations and applicable to the Corporation, or if none prescribed, 10% of the members.

7.14  A request for a General Meeting made under Rule 7.13 must:

  1. (a)  be in writing;

  2. (b)  state any resolution to be proposed at the meeting;

  3. (c)  be signed by the members making the request;

  4. (d)  nominate a member to be the contact member on behalf of the members making the request; and

  5. (e)  be given to the Corporation.

7.15  Separate copies of a document setting out a request under Rule 7.13 may be used for signing by members if the wording of the request is identical in each copy.

Directors May Apply to Deny a Member’s Request to Call a General Meeting

7.16  If the Board of Directors resolves:

  1. (a)  that a request under Rule 7.13 is frivolous or unreasonable, or

  2. (b)  that complying with the request would be contrary to the interests of the members as a whole,

a director, on behalf of the Board of Directors, may apply to the Registrar for permission to deny the request.

7.17  An application must:

  1. (a)  be in writing;

  2. (b)  set out the ground on which the application is made; and

  3. (c)  be made within 21 days after the request was made.

7.18  The Board of Directors must, as soon as practicable after making the application, give the nominated member notice that an application under Rule 7.16 has been made[.]

Entitlement of Members to Pass Resolutions at a Meeting

7.19  Members are entitled to move any resolutions at a General Meeting. However, the Resolution is not required to be considered, and the Chairperson may refuse to allow a vote on the Resolution, unless:

  1. (a)  Notice of a resolution that the member proposes to move is given to the Corporation by at least whichever is greater of 5 members of the Corporation or 10% of the members of the Corporation.

  2. (b)  Notice of the Resolution is in writing and:

    1. (i)  sets out the wording of the proposed resolution; and

    2. (ii)  is signed by the members proposing to move the resolution.

7.20  For the purposes of Rule 7.19(b) a document setting out the notice may be used for signing by members if the wording of the notice is identical in each copy.

7.21  Where a Notice of a Member’s Resolution that has been given to the Corporation in accordance with Rules 7.19(a) and 7.19(b):

  1. (a)  The Resolution must be considered at the next general meeting that occurs more than 28 days after the Notice is given;

  2. (b)  The Corporation must give all of its members notice of that Resolution at the same time, or as soon as possible afterwards, and in the same way, as it gives notice of a General Meeting, but the Corporation does not have to give notice of a resolution if it is defamatory.

Members’ Statements To Be Distributed

7.22  Members may request the Corporation to give to all its members a statement provided by the members making the request about:

  1. (a)  a resolution that is proposed to be moved at a General Meeting; or

  2. (b)  any other matter that may be properly considered at a General Meeting.

7.23  A request made pursuant to Rule 7.22 must be:

  1. (a)  made by at least 5 members of the Corporation or 10% of the members of the corporation (whichever is the greater number);

  2. (b)  in writing and signed by the members making the request; and

  3. (c)  given to the Corporation.

7.24  For the purposes of Rule 7.23 separate copies of a document setting out the statement may be used for signing by members if the wording of the statement is identical in each copy.

7.25  After receiving the request, the Corporation must distribute to all its members a copy of the statement at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of the general meeting, however the Corporation need not comply with the request if the statement is defamatory.

Quorum at a General Meeting

7.26  No business can be transacted at any General Meeting unless a quorum is present.

7.27  The quorum must be present at all times during the meeting.

7.28  A quorum is achieved when:

  1. (a)  15 or more members of the Corporation are present; and

  2. (b)  at least 6 of the Family Groups are represented;

  3. (c)  at least 3 Directors or a member who has been given a delegation by the Director of a Family Group in accordance with rule 7.29 are present.

7.29  A Director who is unable to attend a General Meeting may appoint another member of that Director’s Family Group to attend the General Meeting on his/her behalf in order to achieve a quorum and to vote in accordance with the rule regarding the appointment of a proxy at Rule 8(with the exception of Rule 8.3—standing proxy).

7.30  In the event that a General Meeting called under these Rules fails to meet the quorum requirement set out in Rule 7.28(a) within 1 hour of the scheduled time of the day upon which the meeting is called, then the meeting can be held within 1 hour of the scheduled time if:

  1. (a)  10 or more members are present; and

  2. (b)  the quorum requirement set out in Rule 7.28(b) and 7.28(c) is met.

7.31  If the General Meeting does not meet the requirements of Rules 7.30(a) and 7.30(b) then the meeting set out in the notice of meeting is adjourned to the same time of the same day in the next week, and to the same place, unless the Board of Directors specify otherwise. If the resumed meeting does not meet the requirements of Rules 7.30(a) and 7.30(b) within 1 hour after the time for the meeting, the meeting is dissolved.

7.32  In determining whether a quorum is present, individuals attending as proxies will be counted only once.

Chairing General Meeting

7.33  The Directors may elect an individual to chair General Meetings.

7.34  The members at a General Meeting must elect a member present to chair the meeting (or part of it) if:

  1. (a)  The Directors have not already elected a chair; or

  2. (b)  A previously elected chair is not available, or does not want to chair the meeting.

Use of Technology for General Meeting

7.35  The Corporation may hold a General Meeting at 2 or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

Auditor’s Right to Be Heard at General Meetings

7.36  An auditor of the Corporation (if any) is entitled to be heard at the General Meeting on any part of the business of the meeting that concerns the auditor in the capacity as auditor.

7.37  The auditor is entitled to be heard even if:

  1. (a)  the auditor retires at the meeting; or

  2. (b)  the meeting passes a resolution to remove the auditor from office.

7.38  The auditor may authorise a person in writing as the auditor’s representative for the purpose of attending and speaking at any General Meeting.

Appointing a Proxy

8.1  Any member is entitled to appoint another member as proxy for the purpose of voting at General Meetings by notice given to the Contact Person prior to the commencement of the relevant General Meeting provided that the other member is listed on the Register of Members as being from the same Family Group and provided that:

  1. (a)  no member can hold more than 3 proxies;

  2. (b)  the notice appointing the proxy is in the form set out in Schedule 4 to these Rules; and

  3. (c)  a copy of the notice is handed to the Contact Person prior to the meeting being declared open.

8.2  An appointment of a proxy is valid if it is signed, or otherwise authenticated in a manner prescribed by the regulations, by the member of the Corporation making the appointment and contains the following information:

  1. (a)  the member’s name and address;

  2. (b)  the Corporation’s name;

  3. (c)  the proxy’s name or the name of the office held by the proxy;

  4. (d)  the meetings at which the appointment may be used.

8.3  An appointment may be a standing one.

8.4  Subject to these Rules a proxy appointed to attend and vote for a member has:

  1. (a)  the same rights as the member to speak at the meeting,

  2. (b)  to vote (but only to the extent allowed by the appointment); and

  3. (c)  to join in a demand for a poll,

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

Voting at General Meetings

9.1  Subject to these Rules:

  1. (a)  Voting at General Meetings will be conducted by determining whether a majority of the Family Groups present agree to pass a resolution.

  2. (b)  Each Family Group is entitled to one vote at a General Meeting,

  3. (c)  Each Family Groups vote on a resolution is to be determined by a Family Vote.

  4. (d)  Following Family Votes by each Family Group present at a General Meeting each Family Group is to cast its vote on the proposed resolution as follows:

    1. (i)  Family Groups with a Director (Family Representative) present at the General Meeting are to have their vote cast by their Director (Family Representative); or

    2. (ii)  in the event of a Family Group which does not have a Director (Family Representative) the vote is to be cast by any member of that Family Group who is nominated by the members of that Family Group present at the General Meeting.

  5. (e)  the Directors (being Family Representatives) must only cast votes on behalf of the Family Group to which represent.

  6. (f)  A member or Director voting in accordance with Rule 9.1(d)(i) or 9.1(d)(ii) must only vote consistently with the result of the Family Vote of the Family Group.

9.2  Unless the meeting decides otherwise, voting is by a show of hands, and in the case of equal votes, the resolution will be taken as not being passed.

9.3  The Secretary or such person as the meeting appoints must keep proper minutes of the proceedings of all General Meetings.

Matters on Which a Poll Can Be Demanded

9.4  At a General Meeting, poll may be demanded on any resolution in accordance with Rule 9.5. A demand for a poll can however, be withdrawn.

9.5  At a General Meeting:

  1. (a)  a poll may be demanded by:

    1. (i)  At least 5 members entitled to vote on the resolution;

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

    3. (iii)  the Chair.

  2. (b)  a poll may be demanded:

    1. (i)  before a vote is taken;

    2. (ii)  before the voting results on a show of hands are declared, or

    3. (iii)  immediately after the voting results on a show of hands.

  3. (c)  A poll on the election of a chair or on the question of an adjournment must be taken immediately.

  4. (d)  A poll demanded on matters other than those referred to in Rule 9.5(c) must be taken when and in the manner the Chair directs.

Adjourned Meetings

9.6  A resolution passed at a General Meeting resumed after an adjournment is passed on the day it was passed.

10  Notice for General Meetings

10.1  Notice of a General Meeting must be given as follows:

  1. (a)  At least 21 clear days’ notice must be given for a General Meeting;

  2. (b)  Subject to Rule 10.1(c) the Corporation:

    1. (i)  may call an AGM on shorter notice, if all the members agree beforehand; or

    2. (ii)  may call a General Meeting on shorter notice, if at least 95% of the members agree beforehand.

  3. (c)  At least 21 days’ notice must be given of a General Meeting at which a resolution will be moved to:

    1. (i)  remove a Director;

    2. (ii)  appoint a Director in place of a Director removed; or

    3. (iii)  cancel a person’s membership; or

    4. (iv)  remove an auditor.

10.2  Written notice of a General Meeting must be given by the Corporation to the following persons:

  1. (a)  each member;

  2. (b)  the Corporation secretary (if any); and

  3. (c)  the Contact Person (if any).

10.3  The Corporation may give the notice of meeting to a member:

  1. (a)  personally; or

  2. (b)  by sending it by post to the address for the member in the Register of Members or the alternative address (if any) nominated by the member; or

  3. (c)  by sending it to the fax number or electronic address (if any) nominated by the member; or

  4. (d)  by sending it to the member by other electronic means (if any) nominated by the member.

10.4  Where a notice of meeting:

  1. (a)  is sent by post it is taken to be received 3 days after it is posted;

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

Notice to Auditor

10.5  The Corporation must give its auditor (if any):

  1. (a)  Notice of a General Meeting in the same way that a member is entitled to receive notice; and

  2. (b)  Any other communications relating to the General Meeting that a member is entitled to receive.

Contents of Notice of General Meeting

10.6  A notice of a General Meeting must:

  1. (a)  Set out the place, date and time of the meeting (and if the meeting is to be held in 2 or more places, the technology that will be used to do this);

  2. (b)  State the general nature of the meeting’s business;

  3. (c)  If a special resolution is to be proposed at the meeting, set out an intention to propose it and state what it is;

  4. (d)  If a member is entitled to appoint a proxy and contain a statement setting out:

    1. (i)  That the member has a right to appoint a proxy; and

    2. (ii)  That the proxy needs to be a member of the Corporation.

Failure to Give Notice

10.7  A General Meeting, or any proceeding at a General Meeting, will not be invalid for either or both of the following reasons:

  1. (a)  Because the notice of the General Meeting has accidentally not been sent; or

  2. (b)  A person has not received the notice.

11  Native Title Meetings

11.1  The Corporation may call Native Title Meetings in accordance with this rule to obtain instructions in relation to matters affecting native title rights and interests.

11.2  Subject to Rule 11.3, a Native Title Meeting shall be called in such way that the Board considers appropriate.

11.3  The Corporation shall invite all Native Title Holders to attend Native Title Meetings and all Native Title Holders shall be entitled to attend.

11.4  Notification to Native Title Holders may be made by public notification, including by way of publication in a newspaper circulating in Warrnambool. A notice advertised in a newspaper is deemed to be a notice duly given on the date on which the advertisement appears.

12  Native Title Decisions

Note: See also regulations 8 and 9 of the Prescribed Body Corporate Regulations

Consultation and Consent (PBC Regulations (b)(c)(d))

12.1  Consultation and consent of the native title holders as required under Regulation 8(b)(c) and (d) of the Native Title (Prescribed Bodies Corporate) Regulations 1999 (Cth) shall be appropriately obtained by the Directors of the Corporation for the following kinds of decision:

  1. a)  a decision to enter an Indigenous Land Use Agreement under Subdivision B, C or D of Division 3 of Part 2 of the Native Title Act 1993;

  2. b)  a decision to enter an agreement under Subdivision P of Division 3 of Part 2 of the Native Title Act 1993;

  3. c)  a decision to consent to one or more consultation processes in the Constitution of the Corporation;

  4. d)  any kind of Native Title Decision as defined under Regulation 3 of the Native Title (Prescribed Bodies Corporate) Regulations 1999 (Cth) which is a kind that has not been authorised by the native title holders to be made by the Directors of Corporation.

12.2  In obtaining consent for the decisions listed Rule 12.1:

  1. a)  the Directors (as representatives of Family Groups) shall each consult with their Family Group about proposed decision, and with any other native title holder they have identified as having a particular interest in the area affected by the proposed decision;

  2. b)  the Directors will notify (by mail or by public notification) native title holders of the proposed decision and the notice will include:

    1. i.  A map of the area affected by the proposed decision;

    2. ii.  A summary of the proposed decision and any related agreement;

    3. iii.  Advice that:

      • there are four weeks from the date of the notice in which to provide a Director or the Corporation’s legal representative with any comments, questions or concerns in relation to the proposed decision;

      • where no comments are received or only comments of support are received, then the Corporation will have met its consultation and consent requirements and can proceed with the proposed decision;

      • where there are concerns expressed in relation to the proposed decision, the Directors directly or through their legal representative, will consult with the relevant native title holder and, where necessary, other members of that native title holder’s Family Group or any other person.

12.3  Once the Directors have consulted, or made reasonable efforts to consult, in accordance with Rule 12.2, the Directors:

  1. a)  shall pass a resolution as to whether or not to proceed with the proposed decision, and

  2. b)  shall pass a resolution as to whether the consultation and consent requirements for the kinds of decision listed at Rule 12.1 have been met.

12.4  Evidence of consultation and consent for the kinds of decision listed at Rule 12.1 will be in the form required under Regulation 9 of the Native Title (Prescribed Bodies Corporate) Regulations 1999 (Cth), and shall be signed by no less than 6 Directors or, if they deem appropriate, any other native title holder they have identified as having a particular interest in the area affected by the native title decision.

Standing Authorisation (PBC Regulation 8(a))

12.5  The native title holders have been consulted and have consented to the Directors making decisions of the following kind:

  1. a)  A decision about whether to comment and whether to oppose, agree to or seek conditions (including reaching agreement where that agreement is not an Indigenous Land Use Agreement) in relation to the doing of a proposed future act under the following sections of that Native Title Act: 24KA , 24MD, 24NA, 24GB, 24GD, 24GE, 24HA, 24ID, 24JAA, 24JB.

  2. b)  In the context of an Arbitral Body Determination under Subdivision P of the Native Title Act 1993 (Cth), a decision to expressly support that a Future act can be done.

12.6  The processes for consultation and consent outlined in this Rule 12 shall apply to all native title decisions in relation to land and waters which fall within any Eastern Maar Traditional Owner Groups Native Title Determination area and in relation to any other area of Eastern Maar Country.

13  Directors of the Corporation

Number of Directors

13.1  Subject to these Rules, the Corporation must have at least 6 and no more than 12 Directors.

Eligibility of Directors

13.2  A director must be:

  1. (a)  At least 18 years old;

  2. (b)  a member of the Corporation.

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

  1. (a)  With permission granted by the Registrar; or

  2. (b)  With leave granted by the Court.

Majority of Director Requirements

13.4  A majority of the Directors must ordinarily reside in Australia.

13.5  A majority of Directors must not be employees of the Corporation.

13.6  The Chief Executive Officer or General Manager (if any) may be a Director but

  1. (a)  cannot chair the Director’s meetings; and

  2. (b)  counts as an employee for the purposes of Rule 13.5

13.7  All acts performed bona fide by the Directors are valid even if it is subsequently revealed that there was some defect in that person’s appointment or that he or she was disqualified from being a Director.

Nomination and Appointment of Directors

13.8  Subject to these Rules, the Directors are elected at each AGM of the Corporation and are eligible for re-election.

13.9  An invitation to Members to nominate Directors must be attached to the AGM notice.

13.10  Each Family Group may appoint one Director whose role is also to function as the Family Representative for that Family Group.

13.11  A Member may only nominate another member as a Director if the nominator is recorded in the Register of Members as being a member of the Family Group for which they are putting forward a nomination.

13.12  All nominations must:

  1. (a)  be in writing;

  2. (b)  have the name of the nominee clearly printed;

  3. (c)  have the Family Group to which the nominee belongs clearly identified; and

  4. (d)  be signed by both the nominee and the nominator.

13.13  A Family Group should appoint as a Director a member who is recorded on the Register of Members as belonging to that Family Group.

13.14  A Family Group may only appoint a Director who has been previously removed as a Director in accordance with Rule 14, if that appointment is supported by a resolution of a majority of Family Groups at a General Meeting.

13.15  Where no more than 1 valid nomination for a Director for a particular Family Group is received, the nomination must be read out at the AGM and the nominee shall be deemed to be appointed as the Director.

13.16  Where more than 1 valid nomination for Director for a particular Family Group is received, the Chair, or other person nominated by the members, must prepare a ballot in respect of those nominees and an election by secret ballot must occur at the meeting to determine the Director.

13.17  Only members who are recorded on the Register of Members as being a member of the Family Group may vote on the election of the Director.

13.18  If no nominations are received for a particular Family Group, then the position of Director for that Family Group must, until the election of the Directors at the following AGM, be kept open as a vacancy which may be filled in accordance with Rule 15.

13.19  Any member is entitled to appoint another member as proxy in accordance with the provision set out in Rule 8 for the purpose of voting on the election of Directors, provided that where the votes are for the election of Directors, a proxy vote is only valid if the member who appointed the proxy is a member of the Family Group the subject of the decision.

Consent to Act as Director

13.20  Before a member may be appointed as a Director, that person must give the Corporation a signed consent to act as a Director of the Corporation.

13.21  The Corporation must keep on file the consent referred to in Rule 13.20.

Term of Office

13.22  Except as otherwise provided in these Rules, Directors are appointed for two years. They must retire at the end of the second annual general meeting after they take office. A Director is eligible for reappointment. The Directors elected at the 2015 AGM shall hold office until the 2017 AGM.

How to cease being a Director

13.23  A member ceases to be a Director if:

  1. (a)  the person dies;

  2. (b)  the person ceases to be a member of the Corporation;

  3. (c)  the term of the person’s appointment expires;

  4. (d)  the person resigns as a Director by giving notice of resignation in writing to the Corporation;

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

  6. (f)  the person is removed as Director by the members as provided for in Rule 14.1; or

  7. (g)  the person is removed as Director by the other Directors as provided for in Rule 14.8.

Alternate Director

13.24  A Director (“the appointing director”) may appoint an alternate director to exercise all of the appointing director’s powers and responsibilities for a specified period, including for a single directors’ meeting, subject to the following:

  1. (a)  An alternate director must be a member of the Corporation and must be a member of the same Family Group as the Appointing Director;

  2. (b)  The Appointing Director may terminate the alternate director’s appointment at any time;

  3. (c)  The appointment must be in writing and:

    1. (i)  can be by electronic means such an email to one or more of the other Directors; and

    2. (ii)  must include the period of the appointment.

14  Removal of Directors

Removal of Directors by Members

14.1  The Corporation may, by resolution at a General Meeting, remove a Director from office despite anything in:

  1. (a)  the Corporation’s Constitution; or

  2. (b)  an agreement between the Corporation and the Director; or

  3. (c)  an agreement between any or all members of the Corporation and the Director.

14.2  The Director may be removed for any reason including:

  1. (a)  A failure to uphold their duties as a Director (Rule 16);

  2. (b)  Abusive or threatening behavior to other Directors, Members or staff of the Corporation at meetings of the Corporation.

14.3  Notice of intention to move the resolution must be given to the Corporation at least 21 days before the General Meeting is to be held. However, if the Corporation calls a General Meeting after the notice of intention is given under this subsection, the meeting may pass the resolution even though the meeting is held less than 21 days after the notice of intention is given.

14.4  The Corporation must give the Director a copy of the notice referred to in Rule 14.2 as soon as practicable after it is received.

14.5  A Director the subject of a Notice pursuant to Rule 14.2 is entitled to put his or her case to members by:

  1. (a)  Giving the Corporation a written statement for circulation to members; and/or

  2. (b)  Speaking to the motion at the meeting.

14.6  Any written statement provided in accordance with Rule 14.5(a) is to be circulated by the Corporation to members by:

  1. (a)  sending a copy to everyone to whom notice of the meeting is sent if there is time, or if it is practical to do so; or

  2. (b)  if there is not time to comply with paragraph (a), having the statement distributed to members attending the meeting and read out at the meeting before the resolution is voted on.

14.7  The written statement does not have to be circulated to members if it is defamatory.

Removal of Directors by Other Directors

14.8  The Board of Directors of the Corporation may only remove a Director from office if the Director fails without reasonable excuse to attend 3 or more consecutive Directors’ Meetings. The Board of Directors may remove the Director by resolution.

14.9  Rule 14.8 operates despite anything in:

  1. (a)  the Corporation’s Constitution; or

  2. (b)  an agreement between the Corporation and the Director; or

  3. (c)  an agreement between any or all members of the Corporation and the Director.

14.10  Before removing the Director, the Directors must give the Director concerned and the Family Group to which that Director belongs notice in writing:

  1. (a)  stating that the Board of Directors intend to remove the Director concerned from office because he or she has failed without reasonable excuse to attend 3 or more consecutive Directors’ meetings; and

  2. (b)  stating that the Director concerned has 14 days to object to the removal; and

  3. (c)  stating that the objection must be:

    1. (i)  in writing; and

    2. (ii)  given to the Corporation within the period of 14 days from the day the notice is given.

14.11  If the Director does not object to their removal in accordance with Rule 14.10(c) the Board of Directors must remove the Director from the office. A copy of the Resolution removing the Director must be given to the Director as soon as practicable after the applicable resolution has been passed.

14.12  If Director does object in accordance with Rule 14.10(c) the Board of Directors cannot remove the Director from office, but the Corporation may remove the Director from office in accordance with Rules 14.1 - 14.7.

15  Replacement Directors

15.1  A Replacement Director may be appointed where:

  1. (a)  There is a casual vacancy in accordance with Rule 13.18; or

  2. (b)  Where the person ceases to be a Director under Rule 13.23 or

  3. (c)  Where a Director has been removed in accordance with Rule 14.

15.2  The Board of Directors may appoint a Replacement Director by resolution upon receipt of a nomination from the Family Group for which the Replacement Director is being appointed. The nomination must:

  1. i.  be in writing;

  2. ii.  have the name of the nominee clearly printed;

  3. iii.  have the Family Group to which the nominee belongs clearly identified; and

  4. iv.  be signed by both the nominee and the nominator;

15.3  A Family Group should nominate as a Director a member who is recorded on the Register of Members as belonging to that Family Group.

15.4  In the event that there is more than one nomination, the Board of Directors will consult with the Family Group about which nominee to appoint.

15.5  Appointment under this Rule 15 is at the discretion of the Board of Directors.

15.6  The term of the Replacement Director ceases at the end of the next Annual General Meeting.

16  Duties of Directors and other Officers

General Duties

16.1  A Director or other officer of the Corporation must comply with the duties imposed on them by the Act and the general law and has a duty to act in that position with honesty, diligence and reasonable care.

16.2  A Director or other officer of the Corporation:

  1. (a)  must not improperly use his or her position to gain an advantage for himself or herself or someone else or cause detriment to the Corporation.

  2. (b)  who obtains information because he or she is, or has been, a Director or other officer or employee of the Corporation must not improperly use the information to gain an advantage for himself or herself or someone else or to cause detriment to the Corporation.

  3. (c)  must exercise his or her powers and discharge his or her duties in good faith in the best interests of the Corporation and for a proper purpose.

16.3  A Director or other officer of the Corporation who makes a Business Judgment is taken to meet the requirements of Rule 16.1, and the Director’s or Officer’s equivalent duties at common law and in equity, in respect of the Business Judgment if he or she:

  1. (a)  makes the Business Judgment in good faith for a proper purpose; and

  2. (b)  does not have a material personal interest in the subject matter of the Business Judgment; and

  3. (c)  informs himself or herself about the subject matter of the Business Judgment to the extent he or she reasonably believes to be appropriate; and

  4. (d)  rationally believes that the Business Judgment is in the best interests of the Corporation.

16.4  The Director’s or officer’s belief that the Business Judgment is in the best interests of the Corporation is a rational one unless the belief is one that no reasonable person in the Director’s or officer’s position would hold.

Duties of Disclosure

16.5  A Director who has a material personal interest in a matter that relates to the affairs of the Corporation must give the other Directors notice of the interest unless Rule 16.6 provides otherwise.

16.6  A Director does not need to give notice of an interest under Rule 16.5 if:

  1. (a)  The interest:

    1. (i)  arises because the Director is a member of the Corporation and is held in common with the other members of the Corporation; or

    2. (ii)  arises in relation to the Director’s remuneration as a Director of the Corporation; or

    3. (iii)  relates to a contract the Corporation is proposing to enter into that is subject to approval by the members and will not impose any obligation on the Corporation if it is not approved by the members; or

    4. (iv)  arises merely because the Director is a guarantor or has given an indemnity or security for all or part of a loan (or proposed loan) to the corporation; or

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

    6. (vi)  relates to a contract that insures, or would insure, the Director against liabilities the Director incurs as an officer of the Corporation (but only if the contract does not make the Corporation, or a related body corporate, the insurer); or

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

  2. (b)  all the following conditions are satisfied:

    1. (i)  the Director has already given notice of the nature and extent of the interest and its relation to the affairs of the Corporation under Rule 16.5;

    2. (ii)  if a person who was not a Director of the Corporation at the time when the notice under Rule 16.5 was given is appointed as a Director of the Corporation the notice is given to that person;

    3. (iii)  the nature or extent of the interest has not materially increased above that disclosed in the notice; or

  3. (c)  the Director has given a standing notice of the nature and extent of the interest under s.268-10 of the Act and the notice is still effective in relation to the interest.

16.7  The notice required by Rule 16.5 must:

  1. (a)  give details of:

    1. (i)  the nature and extent of the interest; and

    2. (ii)  the relation of the interest to the affairs of the Corporation; and

  2. (b)  be given at a Directors’ meeting as soon as practicable after the Director becomes aware of the Director’s interest in the matter.

16.8  The details of the Notice required by Rule 16.5 must be recorded in the Minutes of the meeting at which it was given.

16.9  A contravention of Rule 16.516.8 by a Director does not affect the validity of any act, transaction, agreement, instrument, resolution or other thing.

Remuneration of Directors

16.10  The Directors are not to be paid remuneration, unless the Corporation passes a resolution passed at a General Meeting expressly authorising the payment of remuneration and approving the amount of that remuneration.

16.11  Rule 16.10 does not prevent:

  1. (a)  A Director who is an employee of the Corporation from receiving remuneration as an employee of the Corporation, or

  2. (b)  Reasonable payments (having regards to the market costs of obtaining similar goods or services) to the Director for a contract for goods or services, provided Rules 16.516.8 have been complied with.

16.12  The Corporation may pay the Director’s travelling and other expenses that the Directors incur:

  1. (a)  in attending Directors’ meetings or any meetings of committees of Directors;

  2. (b)  in attending any general meetings of the Corporation;

  3. (c)  in connection with the Corporation’s business.

17  Liability of Directors as Trustee

17.1  A person who is a Director of the Corporation when it incurs a liability while acting, or purporting to act, as trustee, is liable to discharge the whole or a part of the liability if the Corporation:

  1. (a)  has not discharged, and cannot discharge, the liability or that part of it; and

  2. (b)  is not entitled to be fully indemnified against the liability out of trust assets solely because of one or more of the following:

    1. (i)  a breach of trust by the Corporation;

    2. (ii)  the Corporation’s acting outside the scope of its powers as trustee; or

    3. (iii)  a term of the trust denying, or limiting, the Corporation’s right to be indemnified against the liability.

17.2  The person is liable both individually and jointly with the Corporation and anyone else who is liable.

17.3  The person will not be liable under this Rule merely because there are insufficient trust assets out of which the Corporation can be indemnified.

17.4  The person is not liable under Rule 17.1 if the person would be entitled to have been fully indemnified by one of the other Directors against the liability had all the Directors of the Corporation been trustees when the liability was incurred.

17.5  The person is not liable under Rule 17.1 merely because of doing (or refraining from doing) a particular act if the Director does (or refrains from doing) the act in good faith and with the belief that doing (or refraining from doing) the act is necessary to ensure that the Corporation complies with a Native Title Legislation Obligation.

18  Functions and Powers of Directors

Functions and Powers

18.1  The business of the Corporation is to be managed by or under the direction of the Board of Directors.

18.2  The Board of Directors may exercise all the powers of the Corporation except any powers that these Rules or the Act requires the Corporation to exercise in General Meeting.

18.3  Each member of the Board of Directors is also to act as a Family Representative for the Family Group which they are recorded as belonging to on the Register of the Corporation.

18.4  In exercising its powers and functions, the Board of Directors may consult any person or body whom or which the Board of Directors considers to have expertise in the matter under consideration.

18.5  The Board of Directors must not make a Native Title Decision unless they have consulted with and obtained the consent of the Eastern Maar Traditional Owner Group in accordance with Rule 11 and Rule 12.

Delegation

18.6  The Board of Directors of the Corporation may by resolution delegate any of their powers to:

  1. (a)  a committee of Directors; or

  2. (b)  a Director; or

  3. (c)  an employee of the Corporation; or

  4. (d)  any other person.

18.7  The delegate must exercise the powers delegated in accordance with any directions of the Directors.

18.8  The exercise of the power by the delegate is as effective as if the Board of Directors had exercised it.

Member Approval Needed for Related Party Benefit

18.9  For the Corporation, or an Entity that the Corporation controls, to give a financial benefit to a related party of the Corporation:

  1. (a)  The Corporation or Entity must:

    1. (i)  obtain the approval of the members in the way set out in Division 290 of the Act, and

    2. (ii)  give the benefit within 15 months after the approval, or

  2. (b)  The giving of the benefit must fall within an exception to the requirement for member approval set out in Division 287 of the Act.

18.10  If:

  1. (a)  the giving of the benefit is required by a contract;

  2. (b)  the making of the contract was approved in accordance with Rule 18.9(a)(i); and

  3. (c)  the contract was made:

    1. (i)  within 15 months after that approval, or

    2. (ii)  before that approval, if the contract was conditional on the approval being obtained,

    member approval for the giving of the benefit is taken to have been given and the benefit need not be given within 15 months.

19  Meeting of Directors

Frequency of Meetings

19.1  The Directors should meet to attend to its business as often as it considers necessary, but must meet at least twice a year.

Calling and Giving Notice of Meetings

19.2  The Contact Person or other Officer (as nominated by the Board of Directors) must give reasonable notice of each Director’s Meeting to each of the Directors. The Notice of the Directors’ Meetings must state:

  1. (a)  The date, time and place of the meeting, and

  2. (b)  The general nature of the business to be conducted at the meeting.

19.3  A resolution passed at a Directors’ Meeting will not be invalid only because of an unintentional omission or mistake in giving notice of the Directors’ meeting under Rule 19.2 or in giving notice of any changes to the item, date or place of the Directors’ Meeting.

Quorum at Director’s Meetings

19.4  The quorum for a Directors’ Meeting is at least 6 Directors, and the quorum must be present at all time during the meeting.

19.5  The Directors must elect a Director to Chair their meetings.

Use of Technology

19.6  A Directors’ Meeting may be called or held using any technology consented to by all the Directors. The consent may be a standing one. A Director may only withdraw his or her consent within a reasonable period before the meeting.

Resolutions at Directors’ Meetings

19.7  A resolution of the Board of Directors must be passed by a majority of the votes cast by the Directors entitled to vote on the resolution.

19.8  The Chair has a casting vote if necessary in addition to any vote they have as a Director.

19.9  The Board of Directors may pass a resolution without a Directors’ Meeting being held if all the Directors entitled to vote on the resolution sign a statement that they are in favour of the resolution set out in the document.

19.10  Separate copies of a document under Rule 19.9 may be used for signing by Directors if the wording of the resolution and statement is identical in each copy.

19.11  A resolution under Rule 19.9 is passed when the last Director signs.

20  Secretary or Contact Person

Who May Be a Secretary or Contact Person

20.1  Only an individual who is at least 18 years of age may be appointed as a Secretary or Contact Person of the Corporation.

20.2  A person who is disqualified from managing an Aboriginal and Torres Strait Islander corporation under Part 6-5 of the Act may only be appointed as a Secretary or Contact Person if the appointment is made with:

  1. (a)  the Registrar’s permission under section 279—30(7) of the Act, or

  2. (b)  the leave of the court under section 279—35 of the Act.

Consent to Act as Secretary or Contact Person

20.3  The Corporation must receive a signed consent from a person to act as Secretary or Contact Person of the Corporation, before that person is appointed as Secretary or Contact Person of the Corporation.

20.4  The Corporation must keep each consent received under Rule 20.3.

How a Secretary or Contact Person is Appointed

20.5  The Board of Directors may appoint a Secretary or Contact Person.

20.6  A Secretary holds office on the terms and conditions (including remuneration) that the Board of Directors determines.

20.7  A Contact Person’s appointment is subject to the terms and conditions (including remuneration) that the Board of Directors determines.

Duties of Secretary and Contact Person

20.8  While entered on the Register of Aboriginal and Torres Strait Islander Corporations as the Contact Person, a person:

  1. (a)  appointed with his or her consent as the Contact Person, or

  2. (b)  determined to be the Contact Person,

must pass on to the Chair each communication received by that person for the Corporation within 14 days after receiving it.

20.9  While entered on the Register of Aboriginal and Torres Strait Islander Corporations as the Secretary, a person appointed with his or her consent to be the secretary must pass on to the Chair each communication received by that person for the Corporation within 14 days after receiving it.

20.10  An act done by the Secretary is effective even if their appointment is invalid because the Corporation or Secretary did not comply with the Corporation’s Constitution or the Act.

21  Election of Office Bearers

21.1  The Directors will elect a Chairperson, Deputy Chairperson, and Treasurer from among the Directors at the first Directors’ meeting after each Annual General Meeting. Office bearers will be eligible for re-election.

21.2  Any vacancy may be filled by the Directors.

21.3  To avoid any confusion or doubt, office bearer positions are for a period of one year only and are to be determined by the Directors on an annual basis.

22  Minutes of Meetings

22.1  The Corporation must keep minute books in which it records within 1 month:

  1. (a)  proceedings and resolutions of General Meetings; and

  2. (b)  proceedings and resolutions of Directors’ Meetings (including meetings of a committee of Directors); and

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

  4. (d)  resolutions passed by Directors without a meeting.

22.2  The Minutes of the meeting shall be kept in writing.

22.3  The Corporation must ensure that either the chair of the meeting or the chair of the next meeting signs those minutes within a reasonable time after the first meeting.

22.4  The Corporation must ensure that minutes of a resolution passed without a meeting are signed by the Chair within a reasonable time after the resolution is passed.

22.5  The Corporation shall keep the minute books at its Document Access Address.

22.6  The Minute Book will be available for inspection by members, free of charge, at its Document Access Address within 7 days of a member’s written request for inspection.

23  Execution of Documents and the Common Seal

Common Seal

23.1  The Corporation must have a common seal which must be kept in the custody of a person nominated by the Board of Directors.

23.2  The Common Seal must:

  1. (a)  set out on it the Corporation’s name and ICN; and

  2. (b)  be kept by a person nominated by the Board of Directors.

23.3  The Corporation must have a duplicate common seal. The duplicate must be a copy of the common seal with the words ‘duplicate seal’ added.

23.4  The common seal must not be used or placed on any document unless authorised by Resolution of the Board of Directors.

Execution of Documents

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

23.6  The Corporation may execute a document without using a common seal if the document is signed by:

  1. (a)  3 Directors of the Corporation; or

  2. (b)  if the Corporation has a Secretary, 2 Directors and the Secretary of the Corporation.

23.7  The Corporation may execute a document with the Common Seal if the seal is fixed to the document and the fixing of the seal is witnessed by:

  1. (a)  2 Directors of the Corporation; or

  2. (b)  if the Corporation has a Secretary, a Director and a Corporation Secretary of the Corporation.

23.8  The Corporation may execute a document as a deed if the document is expressed to be executed as a deed and is executed in accordance with Rules 23.6 or 23.7.

24  Finance and Record Keeping

Application of Assets and Income

24.1  The assets and income of the Corporation will be applied solely in furtherance of its above- mentioned objects and no portion will be distributed directly or indirectly to the members of the Corporation except as bona fide compensation for services rendered or expenses incurred on behalf of the Corporation.

24.2  In the event of the Corporation being dissolved, the amount that remains after such dissolution and the satisfaction of all debts and liabilities will be transferred to another organisation with similar purposes which is not carried on for the profit or gains of its individual members.

24.3  Nothing in Rule 24.1 prevents the payment in good faith of reasonable and proper remuneration to any member, officer, servant, agent or employee of the Corporation for services actually rendered to the Corporation.

Constitution and Records

24.4  The Corporation must keep:

  1. (a)  an up-to-date copy of this Constitution; and

  2. (b)  written records relating to:

    1. (i)  the names and addresses of the Corporation’s current officers and secretary or contact person (as the case may be); and

    2. (ii)  the Corporation’s registered office (if any); and

    3. (iii)  the Corporation’s Document Access Address (if any).

Financial Records

24.5  The Corporation must keep, at its Document Access Address, written financial records that:

  1. (a)  correctly record and explain its transactions and financial position and performance; and

  2. (b)  would enable true and fair financial reports to be prepared and audited.

24.6  The obligation to keep financial records of transactions extends to transactions undertaken as trustee (if any).

24.7  The period for which records will be retained for the purposes of Rule 24.5 is 7 years after the transactions covered by the records are completed.

24.8  If the records are kept in electronic form, the records shall be kept so that they are convertible into hard copy.

24.9  If the records are kept in electronic form a hard copy shall be made available to a person who is entitled to inspect the documents in a reasonable time.

24.10  A Director of the Corporation has a right of access to the records of the Corporation.

24.11  Nothing under these Rules affects the entitlement of a person to access the records of the Corporation in accordance with the Act. Where the Act requires that records be made available the Corporation will make them available in accordance with the Act.

Members Request for Copy of Minutes

24.12  A member of the Corporation may ask the Corporation in writing for a copy of:

  1. (a)  any minutes of a meeting of the Corporation’s members or an extract of the minutes; or

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

24.13  If the Corporation does not require the member to pay for the copy, the Corporation must send it:

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

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

24.14  If the Corporation requires payment for the copy, the Corporation must send it:

  1. (a)  within 14 days after the Corporation receives the payment; or

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

24.15  The amount of any payment the Corporation requires shall not exceed 50 cents per page.

Inspection of Books By Members

24.16  The Board of Directors, or the Corporation by resolution passed at a General Meeting, may authorise a member to inspect the books of the Corporation.

Access to Governance Material

24.17  If a member asks for a copy of the Corporation’s Constitution, the Corporation shall provide it to the person free of charge and within 7 days.

Auditor

24.18  The Corporation shall comply with any requirements set out in the Act relating to the examination or auditing of its financial records.

Annual Reporting

24.19  The Corporation shall comply with the annual reporting requirements set out in the Act.

25  Dispute Resolution

25.1  If any dispute between the Corporation and any of its members arises that cannot be amicably settled by the Board of Directors, the matter must be referred to a General Meeting of the Corporation for decision.

25.2  If a dispute cannot be resolved by the Corporation, the Registrar may be asked to assist in resolving the dispute, or some other independent person or body may be asked to mediate or arbitrate by any of the parties to the dispute.

26  Banking

26.1  The Board of Directors of the Corporation will establish a financial and accounting policy that will set out banking and other financial procedures not specified in the Constitution.

27  Accounts

27.1  The Directors shall do all things necessary to ensure all payments out of the monies of the Corporation are correctly made and properly authorised and that adequate control is maintained over the assets of, or in the custody of, the Corporation.

27.2  The Directors must do all things necessary to ensure that adequate controls are in place regarding the incurring of liabilities by the Corporation.

27.3  Accounts must be passed for payment by the Board of Directors or under the authority of a delegation approved by the Board of Directors for this purpose.

28  Amendment to the Constitution

Amendment of Constitution at General Meeting

28.1  For the Corporation to change its Constitution, the following steps must be complied with:

  1. (a)  the Corporation must pass a Special Resolution effecting the change;

  2. (b)  if, under the Corporation’s Constitution, there are further steps that must also be complied with to make a change, those steps must be complied with;

  3. (c)  the Corporation must lodge certain documents under rule 28.2;

  4. (d)  the Registrar must make certain decisions in respect of the change and, if appropriate, must register the change.

Corporation to lodge copy of changes

28.2  If there is no extra requirement, within 28 days after the Special Resolution is passed, the Corporation must lodge with the Registrar:

  1. (a)  a copy of the Special Resolution

  2. (b)  a copy of those parts of the minutes of the meeting that relate to the passing of the Special Resolution

  3. (c)  a Directors’ statement signed by 2 Directors to the effect that the Special Resolution was passed in accordance with the Act and the Corporation’s Constitution; and

  4. (d)  a copy of the Constitutional change.

28.3  If a change is not to have effect until an extra requirement has been complied with, the Corporation must lodge:

  1. (a)  the documents referred to in rule 28.2(a);

  2. (b)  proof that the extra requirement has been met;

  3. (c)  within 28 days after it has been met.

28.4  If the Registrar directs the Corporation to lodge a consolidated copy of the Corporation’s Constitution as it would be if the Registrar registered the change, it must do so.

Date of effect of change

28.5  A Constitutional change under this Rule 28 takes effect on the day the change is registered.

29  Winding Up

29.1  Any winding up of the Corporation must be in accordance with the Act.

29.2  The Corporation may be wound up voluntarily by a Special Resolution passed by the members of the Corporation present and voting at a General Meeting specially convened for the purpose.

29.3  The Contact Person must, within 3 weeks after the passing of a resolution for voluntary winding up, lodge with the Registrar a notice in the prescribed form of the passing of the resolution and a copy of the resolution.

If any surplus remains following the winding up of the Corporation, the surplus will not be paid to, or distributed amongst members, but will be given or transferred to another Aboriginal Corporation, institution or corporation in Victoria which:

  1. a)  has objects which are similar to the objects of the Corporation as set out in Rule 2; and

  2. b)  has a constitution which requires its income and property to be applied in promoting its objects; and

  3. c)  has a constitution which prohibits it from paying or distributing its income and property amongst its members to an extent substantially the same as that imposed on the Corporation by Rules 23.223.3; and

  4. d)  has been established for the benefit of the Eastern Maar Traditional Owner Group.

30  Entitlement to Seek Exemptions from Registrar

30.1  Where the Act entitles the Corporation to seek an exemption from the Registrar from compliance with the Act nothing in these Rules prevents such an application being made.

30.2  Where an exemption from complying with the Act is received from the Registrar in relation to any matter, then the Corporation is exempt from complying with any requirement in these Rules, that the matter be done.

31  Interpretation

31.1  Expressions used in these Rules have the same meanings as those given in the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) as amended, and unless otherwise stated:

  1. (a)  where the word “he” appears in the Rules, it can also mean “she”;

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

  3. (c)  where a word or expression has a defined meaning, its other grammatical forms have a corresponding meaning;

  4. (d)  a reference to “includes” means includes without limitation;

  5. (e)  any inconsistency between these Rules and the Act shall be resolved in favour of the Act; and

  6. (f)  any inconsistency between these Rules and the Native Title Act 1993 (Cth) shall be resolved in favour of the Native Title Act 1993.

31.2  In these Rules:

  • “Aboriginal Cultural Heritage” means the Aboriginal Cultural Heritage of the Eastern Maar Traditional Owner Group adopting the meaning of the term ‘Aboriginal Cultural Heritage’ set out in section 8 of the Aboriginal Cultural Heritage Act 2006 (Vic) or any Act replacing that Act from time to time.

  • “Aboriginal person” means a person who is a member of the Aboriginal race of Australia.

  • “Act” means the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) as amended from time to time.

  • “AGM” means the Annual General Meeting.

  • “Board of Directors” means the members elected or appointed according to Rule 13 to manage the affairs of the Corporation in accordance with the Act and these rules.

  • “Board of Directors’ Minute Book” means the books and records in which the minutes of all Directors’ Meetings (made under Rule 22.1(b)) and copies of any written resolutions passed without a Directors’ Meeting (under Rule 19.9) are kept.

  • “Business Judgment” means any decision to take or not take action in respect of a matter relevant to the business operations of the Corporation.

  • “Clan Group” is one of the groups listed in the Membership Application form at Schedule 2.

  • “Constitution” means these Rules, including any amending rules.

  • “Contact Person” means a person appointed as the Contact Person according to Rule 20.

  • “Corporation” means the Eastern Maar Aboriginal Corporation.

  • “Corporation Meetings” means General Meetings or Directors’ Meetings

  • “Director” means a director of the Corporation appointed in accordance with this Constitution.

  • “Directors’ Meeting” means a meeting of the Board of Directors in accordance with Rule 19.

  • “Document Access Address” means the address that the Corporation has notified the Registrar of Aboriginal Corporations, in accordance with Part 3—7 of the Act, is its document access address.

  • “Eastern Maar Country” means the country to which Eastern Maar Traditional Owner Group are connected under traditional laws and customs.

  • “Eastern Maar Traditional Owner Group” means the people described at Schedule 1.

  • “Eastern Maar Person” means a member of the Eastern Maar Traditional Owner Group.

  • “Entity” means an entity is any of the following:

    1. (a)  a body corporate;

    2. (b)  a partnership;

    3. (c)  an unincorporated body;

    4. (d)  an individual;

    5. (e)  for a trust that has only 1 trustee—the trustee;

    6. (f)  for a trust that has more than 1 trustee—the trustees together. Otherwise, “Entity” has the meaning given by section 694.40 of the Act.

  • “Family Group” means one of the Eastern Maar families set out in the Membership Application form at Schedule 2.

  • “Family Group Representative” is a Director appointed to represent a particular Family Group in accordance with these Rules.

  • “Family Vote” means a vote by members of a single Family Group present at a General Meeting by way of a show of hands of members of that Family Group present at the meeting to determine how that Family Group will vote on an issue at a General Meeting.

  • “Financial Records” includes:

    1. (a)  invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and

    2. (b)  documents of prime entry; and

    3. (c)  working papers and other documents needed to explain the methods by which a financial report is made up; and

    4. (d)  adjustments to be made in preparing a financial report.

  • “Financial Report” means a financial report prepared under Chapter 7 of the Act.

  • “General Meeting” refers to both special general meetings and AGMs of the members of the Corporation called and held according to Rule 7.

  • “General Meeting Minute Book” means the books and records in which the minutes of all General Meetings (made under Rule 7) are kept.

  • “Indigenous Corporation Number” or “ICN” means that number given by the Registrar to the Corporation on registration.

  • “Membership Criteria” means the membership criteria set out in Rule 4.1.

  • “Native Title Decision” means a decision made by the Corporation:

    1. (a)  to surrender Native Title Rights and Interests in relation to land or waters; or

    2. (b)  to do, or agree to do, any other act that would affect Native Title Rights and Interests.

  • “Native Title Determination” has the same meaning as in the Native Title (Prescribed Bodies Corporate) Regulations 1999.

  • “Native Title Holders” means the Eastern Maar Traditional Owner Group.

  • “Native Title Legislation Obligation” means the following obligations imposed by the NTA on a registered native title body corporate:

    1. (a)  an obligation to consult with Native Title Holders;

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

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

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

  • “Native Title Meeting” is a meeting called in accordance with Rule 11.

  • “Native Title Rights and Interests” means the native title rights and interests of the Eastern Maar Traditional Owner Group, ‘Native Title Rights and Interests’ have the same meaning as that set out in section 223 of the NTA.

  • “NTA” means the Native Title Act 1993 (Cth).

  • “Officer” is 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 voting at a general meeting which involves the members voting by signing a paper headed “for” or “against” a motion or resolution, as the case may be (as opposed to voting by a show of hands). A poll can include a secret ballot.

  • “Prescribed Body Corporate” means a body referred to in sections 56 to 59A of the NTA.

  • “Prescribed Body Corporate Regulations” means the Native Title (Prescribed Bodies Corporate) Regulations 1999 (Cth).

  • “Register of Members and Former Members” is a Register established in accordance with Rule 5.

  • “Registrar” means the person appointed by the Minister under the Act to be the Registrar of Aboriginal Corporations.

  • “Replaceable Rule” has the same meaning as in the Act.

  • “Representative Body” means a body recognised under section 203AD of the NTA.

  • “Secretary” means a person appointed as Secretary according to Rule 20.

  • “Special Resolution” means a resolution that has been passed by at least 10 of the 12 Family Groups for which there are members of the Corporation.

31.3  All the Replaceable Rules set out in the Act are replaced by these Rules and do not apply to the Corporation.

Schedule 1  Definition of Eastern Maar Traditional Owner Group

“The Eastern Maar Traditional Owner Group” is a name adopted by the people who identify as Maar, Eastern Gunditjmara, Tjap Wurrung, Peek Whurrong, Kirrae Whurrung, Kuurn Kopan Noot and/or Yarro waetch (Tooram Tribe) amongst other names, who are Aboriginal people and who are:

  • •  descendants, including by adoption, of the ancestors identified below;

  • •  members of families who have an association with the former Framlingham Aboriginal Mission Station; and

  • •  recognised by other members of the Eastern Maar Traditional Owner Group as members of the group.

The identified ancestors are: King of Port Fairy and Eliza, Old Jack (father of John Dawson), Charlie and Alice (parents of Albert Austin), Samuel Robinson and Mary Caramut, Lizzie (mother of Frank Clarke), Robert and Lucy (parents of Alice Dixon), Barney Minimalk and Nellie Whitburboin, Louisa (mother of William Rawlings) and Jim Crow (son of Beeac).

Schedule 2  Membership Application Form

Schedule 3  Form of Register of Members

Schedule 4  Form of Appointment of Proxy