Document ID: chunk:federal_register_of_legislation:C2024C00492:section:6:p66
Version: federal_register_of_legislation:C2024C00492
Segment Type: section
Provision Reference: s 6 (pt 66/175)
Character Range: 337983–340981

257‑40  Effectiveness of acts by secretaries
 (1) An act done by a secretary is effective even if his or her appointment, or the continuance of his or her appointment, is invalid because the Aboriginal and Torres Strait Islander corporation or secretary did not comply with the corporation's constitution or any provision of this Act.
 (2) Subsection (1) does not deal with the question whether an effective act by a secretary:
 (a) binds the corporation in its dealings with other people; or
 (b) makes the corporation liable to another person.
Note: The kinds of acts that this section validates are those that are only legally effective if the person doing them is a secretary (for example, signing and sending out a notice of a meeting of directors if the corporation's constitution authorises the secretary to do so or signing a document to be lodged with the Registrar). Division 104 contains rules about the assumptions people are entitled to make when dealing with an Aboriginal and Torres Strait Islander corporation and its officers.

257‑45  Terms and conditions of office for secretaries (replaceable rule—see section 60‑1)
  A secretary holds office on the terms and conditions (including as to remuneration) that the directors determine.

257‑50  Terms and conditions of contact person's appointment (replaceable rule—see section 60‑1)
  A contact person's appointment is subject to the terms and conditions (including as to remuneration) that the directors determine.

Part 6‑4—Duties and powers of directors and other officers and employees

Division 262—Introduction

262‑1  What this Part is about

      This Part sets out some of the most significant duties of directors, secretaries, other officers and employees of Aboriginal and Torres Strait Islander corporations.
      Other duties are imposed by:

                (a) other provisions of this Act; and
                (b) the provisions of the Corporations Act that are applied to Aboriginal and Torres Strait Islander corporations; and
                (c) other laws (including the general law).

      A particularly important duty that is imposed on the directors of an Aboriginal and Torres Strait Islander corporation is the obligation imposed by section 588G of the Corporations Act (as applied by section 531‑1 of this Act) not to incur debts, make distributions to members or enter into uncommercial transactions when the corporation is insolvent.
      Division 274 deals with the powers of directors.
Note: Section 683‑1 defines both director and officer. Officer includes, as well as directors and secretaries, some other people who manage the corporation or its property (such as receivers and liquidators).

Division 265—General duties

265‑1  Care and diligence—civil obligation only

Care and diligence—directors and other officers
 (1) A director or other officer of an Aboriginal and Torres Strait Islander corporation must exercise his or her powers and discharge his or her duties with the degree of