The Office of the Registrar of Indigenous Corporations (ORIC) has released updated information (found here) to assist directors and executives of Aboriginal and Torres Strait Islander corporations.
In its “Response to the coronavirus (COVID-19) pandemic”, ORIC notes that the CATSI Act was designed “to provide the Registrar with flexibility in administering it so that corporations can maintain the best possible governance.”
ORIC has recognised that corporations’ operations will be disrupted by the outbreak and spread of COVID-19 and made the following statements similar to announcements by ASIC and ACNC):
- Annual reporting: corporations with a financial year ending 31 December 2019 are not required to lodge reports until 31 August (this includes those affected by bushfires who had previously been granted an extension);
- Meetings: a six-month extension has been granted to newly formed corporations and existing companies required to hold an AGM by 31 May. Those corporations that need to extend due to the crisis are able to apply to ORIC for an exemption.
- Technology to hold AGMs and directors’ meetings: ORIC has developed special rules to allow corporations maximum flexibility to hold meetings using any suitable technology, including social media platforms, online platforms, mobile platforms or other applications.
There are a small number of corporations with a financial year that ended on 31 December 2019 and normally they would be required to report to the Registrar by 30 June 2020.
However, ORIC have now extended this reporting deadline until 31 August 2020. And for those that had received an extension, due to impact of bushfires, have also had a further extension until 31 August 2020.
ORIC recognises the challenges with holding meetings at this time , noting that it will be particularly challenging for organisations who are newly formed or have a reporting year ending 31 December and are required to have inaugural general meetings or AGMs over the coming months.
To alleviate some of these issues, ORIC has granted a six-month extension for newly formed organisations to hold their first meeting
ORIC has also asked that any corporations who believe they will have difficulty in holding their AGM by 31 May to contact ORIC regarding a postponement of the meeting.
Technology and meeting rules
Some corporations already have rules and practices in place to hold meetings using technology while others will not have such practices established.
ORIC has issued a range of guidance around the use of technology to hold meetings as well as a set of special rules to enable AGMs and directors’ meetings to occur and resolutions to be made during this pandemic
Requesting the Registrar change your corporation’s rule book
Corporations that would like to adopt the special rules for COVID-19 need to request the Registrar use his powers to amend the rule book to apply the special rules.
The request needs to:
- include evidence that the majority of the directors agree to adopting the special rules for COVID-19. This may be in the form of a signed statement from a director.
- say what measures the corporation will implement to ensure transparency during this period. This could include distribution of directors’ reports and AFS and processes for members to ask questions of directors where both the question and response can be accessed by other members.
See here for example wording of a statement from directors to adopt the special rules that ORIC has prepared.