Document ID: chunk:federal_register_of_legislation:C2024C00492:section:6:p52
Version: federal_register_of_legislation:C2024C00492
Segment Type: section
Provision Reference: s 6 (pt 52/175)
Character Range: 302044–304872

the meeting or the part of the meeting.

212‑20  Quorum at directors' meetings
  The quorum for a directors' meeting is a majority of the directors and the quorum must be present at all times during the meeting.
Note: For resolutions of 1 director Aboriginal and Torres Strait Islander corporations without meetings, see section 215‑5.

212‑25  Passing of directors' resolutions (replaceable rule—see section 60‑1)
 (1) A resolution of the directors must be passed by a majority of the votes cast by directors entitled to vote on the resolution.
 (2) The chair has a casting vote if necessary in addition to any vote he or she has as a director.

Division 215—Resolutions and declarations without meetings

215‑1  Circulating resolutions of corporation with more than 1 director (replaceable rule—see section 60‑1)

Resolutions
 (1) If an Aboriginal and Torres Strait Islander corporation has more than 1 director, the directors of the corporation may pass a resolution without a directors' meeting being held if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document.

Copies
 (2) Separate copies of a document may be used for signing by directors if the wording of the resolution and statement is identical in each copy.

When the resolution is passed
 (3) The resolution is passed when the last director signs.
Note: Passage of a resolution under this section must be recorded in the corporation's minute books (see section 220‑5).

215‑5  Resolutions and declarations of 1 director corporation

Resolutions
 (1) The director of an Aboriginal and Torres Strait Islander corporation that has only 1 director may pass a resolution by recording it and signing the record.

Declarations
 (2) The director of an Aboriginal and Torres Strait Islander corporation that has only 1 director may make a declaration by recording it and signing the record. Recording and signing the declaration satisfies any requirement in this Act that the declaration be made at a directors' meeting.
Note: Passage of a resolution or the making of a declaration under this section must be recorded in the corporation's minute books (see section 220‑5).

Part 5‑4—Minutes of meetings

Division 220—Minutes of meetings

220‑1  What this Part is about

      An Aboriginal and Torres Strait Islander corporation is required to keep minutes of its general meetings and its directors' meetings and the passing of any resolutions without a meeting.
      Minutes may be kept in writing or by means of an audio or video recording.
      None of the rules in this Part may be modified or replaced by the corporation's constitution.

220‑5  Minutes
 (1) An Aboriginal and Torres Strait Islander corporation must keep minute books in which it records within