Document ID: chunk:federal_register_of_legislation:C2024C00492:section:89:p1
Version: federal_register_of_legislation:C2024C00492
Segment Type: section
Provision Reference: s 89 (pt 1/12)
Character Range: 143411–146429

89    Member approval needed for related party benefit                                                             Part 6‑6

Division 60—What are the replaceable rules and when do they apply to a corporation?

60‑1  Replaceable rules

Which are the replaceable rules?
 (1) A section or subsection whose heading contains the words "replaceable rule—see section 60‑1" is a replaceable rule.

To which corporations do the replaceable rules apply?
 (2) The replaceable rules apply to:
 (a) an Aboriginal and Torres Strait Islander corporation (not being a corporation to which paragraph (b) applies) that is registered on or after the day this section commences (the commencing day); and
 (b) an Aboriginal and Torres Strait Islander corporation:
 (i) that was registered under the Aboriginal Councils and Associations Act 1976 as an Aboriginal corporation immediately before the commencing day; and
 (ii) that repeals its constitution after the commencing day;
except to the extent to which the rules are modified or replaced by the corporation's constitution as provided for in section 60‑5.

60‑5  Corporation's constitution can modify or replace replaceable rules
  A provision of a section or subsection of a replaceable rule that applies to an Aboriginal and Torres Strait Islander corporation can be modified or replaced by the corporation's constitution.
Note: In modifying or replacing a replaceable rule, an Aboriginal and Torres Strait Islander corporation must ensure that the matter covered by the original replaceable rule is provided for in the corporation's constitution. If it is not, then the constitution may not be covering the matters provided for in the replaceable rules (see section 66‑1).

60‑10  Effect of constitution and replaceable rules
 (1) An Aboriginal and Torres Strait Islander corporation's constitution, and any replaceable rules that apply to the corporation, have effect as a contract:
 (a) between the corporation and each member; and
 (b) between the corporation and each director and corporation secretary; and
 (c) between a member and each other member.
 (2) Under the contract, each person agrees to observe and perform the requirements of the constitution and rules so far as they apply to that person.

60‑15  Failure to comply with replaceable rules
  A failure to comply with the replaceable rules as they apply to an Aboriginal and Torres Strait Islander corporation is not of itself a contravention of this Act (so the provisions about criminal liability, civil liability and injunctions do not apply).

60‑20  Modification by regulations
 (1) The regulations may modify the replaceable rules in relation to:
 (a) a specified Aboriginal and Torres Strait Islander corporation; or
 (b) a specified class of Aboriginal and Torres Strait Islander corporation.
 (2) Without limiting subsection (1), the regulations may:
 (a) modify or repeal the replaceable rules; and
 (b) set out new replaceable rules.

Division 63—What are the internal governance rules of a corporation?