Corporations (Aboriginal and Torres Strait Islander) Act 2006

CHAPTER 6 - OFFICERS  

PART 6-4 - DUTIES AND POWERS OF DIRECTORS AND OTHER OFFICERS AND EMPLOYEES  

Division 268 - Duties in relation to disclosure of, and voting on matters involving, material personal interests  

SECTION 268-1   MATERIAL PERSONAL INTEREST - DIRECTOR ' S DUTY TO DISCLOSE  
Director ' s duty to notify other directors of material personal interest when conflict arises

268-1(1)    
A director of an Aboriginal and Torres Strait Islander corporation 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 subsection (3) or section 268-5 says otherwise.

Penalty: 10 penalty units or imprisonment for 3 months, or both.

268-1(2)    
For an offence against subsection (1) , strict liability applies to the circumstance, that the director of an Aboriginal and Torres Strait Islander corporation has a material personal interest in a matter that relates to the affairs of the corporation.

Note:

For strict liability , see section 6.1 of the Criminal Code .

268-1(3)    
The director does not need to give notice of an interest under subsection (1) if:

(a)    the interest:

(i) arises because the director is a member of the corporation and is held in common with the other members of the corporation; or

(ii) arises in relation to the director ' s remuneration as a director of the corporation; or

(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

(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

(v) arises merely because the director has a right of subrogation in relation to a guarantee or indemnity referred to in subparagraph (iv) ; or

(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

(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

(b)    all the following conditions are satisfied:

(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 subsection (1) ;

(ii) if a person who was not a director of the corporation at the time when the notice under subsection (1) was given is appointed as a director of the corporation - the notice is given to that person;

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

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

Note:

Subparagraph (b)(ii) - the notice may be given to the person referred to in this subparagraph by someone other than the director to whose interests it relates (for example, by the secretary).

268-1(4)    
The notice required by subsection (1) must:

(a)    give details of:

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

(ii) the relation of the interest to the affairs of the corporation; and

(b)    be given at a directors ' meeting as soon as practicable after the director becomes aware of the director ' s interest in the matter.

The details must be recorded in the minutes of the meeting.

Effect of contravention by director

268-1(5)    
A contravention of this section by a director does not affect the validity of any act, transaction, agreement, instrument, resolution or other thing.

Section does not apply to single director corporation

268-1(6)    
This section does not apply to an Aboriginal and Torres Strait Islander corporation that has only 1 director.