Commonwealth: Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006 (Cth)

Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006 Act No. 125 of 2006 as amended This compilation was prepared on 4 March 2010 taking into account amendments up to Act No. 8 of 2010 The text of any of those amendments not in force on that date is appended in the Notes section The operation of amendments that have been incorporated may be affected by application provisions that are set out in the Notes section Prepared by the Office of Legislative Drafting and Publishing, Attorney‑General's Department, Canberra Contents 1 Short title [see Note 1] 2 Commencement 3 Schedule(s) Schedule 1—Amendment of the Native Title Act 1993 Native Title Act 1993 Schedule 2—Repeal and amendment of other Acts Part 1—Repeal Aboriginal Councils and Associations Act 1976 Part 2—Amendment of Acts Aboriginal and Torres Strait Islander Act 2005 Aboriginal Land (Lake Condah and Framlingham Forest) Act 1987 Aboriginal Land Rights (Northern Territory) Act 1976 Age Discrimination Act 2004 Commonwealth Authorities and Companies Act 1997 Commonwealth Volunteers Protection Act 2003 Criminal Code Act 1995 Environment Protection and Biodiversity Conservation Act 1999 Income Tax Assessment Act 1936 Remuneration Tribunal Act 1973 Schedule 3—Transitional provisions Part 1—Preliminary Part 2—Bringing transitional corporations across to new system Division 1—Registration under the new Act Division 2—Classification of transitional corporations Division 3—First constitution Division 4—Other effects of registration Division 5—Members and observers Division 6—Directors Division 7—Meetings Division 8—Related party benefits Division 9—Record keeping Division 10—Reporting for financial year ending on 30 June 2007 Division 11—Reporting for financial year ending on 30 June 2008 Division 12—Reporting exemptions Division 13—Enforcement Division 14—Special administration Division 15—Winding up Part 3—Matters pending under old Act immediately before commencement Division 1—Applications for incorporation Division 2—Application for name change Division 3—Changes to constitution Division 4—Meetings called before commencement Division 5—Compliance and enforcement steps Division 6—Administrations Division 7—Corporations Act administrations Division 8—Windings up Division 9—Deregistration and reinstatement Part 4—Administrative matters, compliance and enforcement Division 1—Compliance and enforcement Division 2—The Registrar Division 3—Other administrative matters Notes An Act to deal with transitional and consequential matters relating to the enactment of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 and to amend the Native Title Act 1993, and for related purposes 1 Short title [see Note 1] This Act may be cited as the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006. 2 Commencement (1) Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms. Commencement information Column 1 Column 2 Column 3 Provision(s) Commencement Date/Details 1. Sections 1 to 3 and anything in this Act not elsewhere covered by this table The day on which this Act receives the Royal Assent. 4 November 2006 2. Schedules 1, 2 and 3 At the same time as the Corporations (Aboriginal and Torres Strait Islander) Act 2006 commences. 1 July 2007 Note: This table relates only to the provisions of this Act as originally passed by both Houses of the Parliament and assented to. It will not be expanded to deal with provisions inserted in this Act after assent. (2) Column 3 of the table contains additional information that is not part of this Act. Information in this column may be added to or edited in any published version of this Act. 3 Schedule(s) Each Act that is specified in a Schedule to this Act is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this Act has effect according to its terms. Schedule 1—Amendment of the Native Title Act 1993 Native Title Act 1993 1 Paragraph 60AA(1)(a) Omit "incorporated under the Aboriginal Councils and Associations Act 1976", substitute "registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006". 2 Subparagraph 193(2)(d)(ii) Omit "concerned; and", substitute "concerned;". 3 Subparagraphs 193(2)(d)(iii) and (iv) Repeal the subparagraphs. 4 At the end of subsection 193(2) Add: (e) in the case of an approved determination of native title by the Federal Court, where the determination is that native title exists—the name and address of any prescribed body corporate that: (i) holds the native title rights and interests concerned on trust; or (ii) is an agent prescribed body corporate in relation to the native title rights and interests concerned; (f) in the case of an approved determination of native title by a recognised State/Territory body, where the determination is that native title exists—the name and address of any body corporate that holds the native title rights and interests concerned on trust or that is determined in relation to the native title under a provision of a law of the State or Territory concerned that corresponds to section 57. 5 Paragraph 201B(1)(a) Omit "incorporated under Part IV of the Aboriginal Councils and Associations Act 1976", substitute "registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006". 6 Section 222 (after table item dealing with affect) Insert: agent prescribed body corporate 253 7 Section 253 Insert: agent prescribed body corporate, in relation to native title rights and interests, means: (a) a prescribed body corporate that is determined under section 57 in relation to the native title; or (b) a prescribed body corporate that, under regulations made for the purposes of subsection 56(4), is to perform the functions referred to in subsection 57(3) in relation to the native title; or (c) a prescribed body corporate that replaces, under regulations made for the purposes of section 60: (i) a prescribed body corporate referred to in paragraph (a) or (b); or (ii) a prescribed body corporate that is an agent prescribed body corporate in relation to the native title because of an earlier application of this paragraph. 8 Section 253 (definition of registered native title body corporate) Repeal the definition, substitute: registered native title body corporate means a prescribed body corporate whose name and address are registered on the National Native Title Register under paragraph 193(2)(e) or (f). Schedule 2—Repeal and amendment of other Acts Part 1—Repeal Aboriginal Councils and Associations Act 1976 1 The whole of the Act Repeal the Act. Part 2—Amendment of Acts Aboriginal and Torres Strait Islander Act 2005 2 Subsection 4(1) (paragraph (a) of the definition of Aboriginal or Torres Strait Islander corporation) Repeal the paragraph, substitute: (a) a corporation registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006; or 3 Subsection 4(1) (definition of recognised Aboriginal or Torres Strait Islander organisation) Repeal the definition. Aboriginal Land (Lake Condah and Framlingham Forest) Act 1987 4 Subsection 3(1) Insert: Aboriginal and Torres Strait Islander corporation means a corporation registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006. 5 Subsection 3(1) (definition of Community Council) Omit "governing committee", substitute "directors". 6 Subsection 3(1) (definition of Governing Committee) Repeal the definition. 7 Subsection 3(1) (definition of Kerrup‑Jmara Elders Aboriginal Corporation) Repeal the definition, substitute: Kerrup‑Jmara Elders Aboriginal Corporation means the Aboriginal and Torres Strait Islander corporation of that name. 8 Subsection 3(1) (definition of Kirrae Whurrong Aboriginal Corporation) Repeal the definition, substitute: Kirrae Whurrong Aboriginal Corporation means the Aboriginal and Torres Strait Islander corporation of that name. 9 Paragraph 13(1)(b) Omit "Aboriginal group which is incorporated under the Aboriginal Councils and Associations Act 1976", substitute "Aboriginal and Torres Strait Islander corporation". 10 Subsection 13(2) Omit "Aboriginal group", substitute "Aboriginal and Torres Strait Islander corporation". 11 Subsection 15(5) Omit "Governing Committee shall", substitute "directors of the Corporation must". 12 Subsection 16(2) Omit "Governing Committee", substitute "directors of the Corporation". 13 Subsection 16(3) Omit "Governing Committee shall", substitute "directors of the Corporation must". 14 Paragraph 18(1)(a) Omit "Aboriginal Councils and Associations Act 1976", substitute "Corporations (Aboriginal and Torres Strait Islander) Act 2006". 15 Subsection 18(5) Omit "Aboriginal Councils and Associations Act 1976", substitute "Corporations (Aboriginal and Torres Strait Islander) Act 2006". 16 Section 19 Omit "Aboriginal group under this Act", substitute "Aboriginal and Torres Strait Islander corporation under this Act". 17 Subparagraphs 19(b)(i) and (ii) Repeal the subparagraphs, substitute: (i) to another Aboriginal and Torres Strait Islander corporation that is approved by the Minister and whose members are the descendants of the Kerrup‑Jmara Clan; or (ii) if there is no Aboriginal and Torres Strait Islander corporation as described in subparagraph (i)—to any appropriate Aboriginal and Torres Strait Islander corporation. 18 Section 20 Omit "another Aboriginal group", substitute "another Aboriginal and Torres Strait Islander corporation (the transferee corporation)". 19 Paragraph 20(a) Omit "the group" (wherever occurring), substitute "the transferee corporation". 20 Subparagraph 20(a)(ii) Repeal the subparagraph, substitute: (ii) references to the Committee of Elders were references to such Committee of Elders as is declared by the Governor‑General by Proclamation for the purposes of this section; and (iii) references to the directors of the Corporation were references to the directors of the transferee corporation; and 21 Paragraph 20(b) Omit "the group to which the land is transferred or granted", substitute "the transferee corporation". 22 Paragraph 20(b) Omit "or group" (wherever occurring), substitute "or Aboriginal and Torres Strait Islander corporation". 23 Paragraph 21(1)(b) Omit "Aboriginal group which is incorporated under the Aboriginal Councils and Associations Act 1976", substitute "Aboriginal and Torres Strait Islander corporation". 24 Subsection 21(2) Omit "Aboriginal group", substitute "Aboriginal and Torres Strait Islander corporation". 25 Subsection 25(3) Omit "Aboriginal Councils and Associations Act 1976", substitute "Corporations (Aboriginal and Torres Strait Islander) Act 2006". 26 Paragraph 27(1)(a) Omit "Aboriginal Councils and Associations Act 1976", substitute "Corporations (Aboriginal and Torres Strait Islander) Act 2006". 27 Subsection 27(5) Omit "Aboriginal Councils and Associations Act 1976", substitute "Corporations (Aboriginal and Torres Strait Islander) Act 2006". 28 Section 28 Omit "Aboriginal group under this Act", substitute "Aboriginal and Torres Strait Islander corporation under this Act". 29 Subparagraphs 28(b)(i) and (ii) Repeal the subparagraphs, substitute: (i) to another Aboriginal and Torres Strait Islander corporation that is approved by the Minister and whose members are the descendants of the Kirrae Whurrong (Pertobe) Clan; or (ii) if there is no Aboriginal and Torres Strait Islander corporation as described in subparagraph (i)—to any appropriate Aboriginal and Torres Strait Islander corporation. 30 Section 29 Omit "another Aboriginal group", substitute "another Aboriginal and Torres Strait Islander corporation (the transferee corporation)". 31 Paragraph 29(a) Omit "the group" (wherever occurring), substitute "the transferee corporation". 32 Subparagraph 29(a)(ii) Repeal the subparagraph, substitute: (ii) references to the Committee of Elders were references to such Committee of Elders as is declared by the Governor‑General by Proclamation for the purposes of this section; and (iii) references to the directors of the Corporation were references to the directors of the transferee corporation; and 33 Paragraph 29(b) Omit "the group to which the land is transferred or granted", substitute "the transferee corporation". 34 Paragraph 29(b) Omit "or group" (wherever occurring), substitute "or Aboriginal and Torres Strait Islander corporation". Aboriginal Land Rights (Northern Territory) Act 1976 35 Subsection 3(1) Insert: Aboriginal and Torres Strait Islander corporation means a corporation registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006. 36 Subsection 3(1) (definition of Aboriginal Council) Repeal the definition. 37 Subsection 3(1) (definition of Incorporated Aboriginal Association) (first occurring) Repeal the definition. 38 Subsection 3(1) (definition of Incorporated Aboriginal Association) (second occurring) Repeal the definition. 39 Subsection 7(3) Repeal the subsection, substitute: (3) For the purposes of subsection (2), the Minister may request a nomination of a person from the Land Council for the area in which the Land Trust is to hold land. 40 Subsection 19(2) Omit ", an Aboriginal Council or an Incorporated Aboriginal Association", substitute "or an Aboriginal and Torres Strait Islander corporation". 41 Subparagraph 19(2)(a)(ii) Omit "the Council or Association", substitute "the corporation". 42 Paragraph 19(2)(b) Omit ", the Council or Association", substitute "or the corporation". 43 Paragraphs 21A(1)(b) and (c) Repeal the paragraphs, substitute: (b) an Aboriginal and Torres Strait Islander corporation, the majority of whose members live in the qualifying area; 44 Paragraphs 25(1)(c) and (d) Repeal the paragraphs, substitute: ; and (c) Aboriginal and Torres Strait Islander corporations and any other incorporated Aboriginal groups. 45 Subsection 27(1A) Omit "Incorporated Aboriginal Association that has received an amount of money from the Council under this Act, provide administrative or other assistance to the Association", substitute "Aboriginal and Torres Strait Islander corporation that has received an amount of money from the Council under this Act, provide administrative or other assistance to the corporation". 46 Subsection 28(3) Omit "a body corporate incorporated under the Aboriginal Councils and Associations Act 1976,", substitute "an Aboriginal and Torres Strait Islander corporation". Note: The heading to subsection 28(3) is altered by omitting "a body corporate" and substituting "Aboriginal and Torres Strait Islander corporation". 47 Subsection 28A(1) Omit "A body corporate incorporated under the Aboriginal Councils and Associations Act 1976", substitute "An Aboriginal and Torres Strait Islander corporation". Note: The heading to section 28A is altered by omitting "body corporate" and substituting "Aboriginal and Torres Strait Islander corporation". 48 Subsection 28A(1) Omit "the body" (wherever occurring), substitute "the corporation". 49 Subsection 28A(1) (note) Omit "body", substitute "corporation". 50 Subsection 28A(2) Omit "the body" (wherever occurring), substitute "the corporation". 51 Subsection 28A(4) Omit "body", substitute "corporation". 52 Subsection 28A(4) (note) Omit "body", substitute "corporation". 53 Subsection 28A(5) (note) Omit "body", substitute "corporation". 54 Subsection 28A(6) Omit "body", substitute "corporation". 55 Subsection 28B(1) Omit "a body corporate", substitute "an Aboriginal and Torres Strait Islander corporation". Note: The heading to section 28B is altered by omitting "body corporate" and substituting "Aboriginal and Torres Strait Islander corporation". 56 Subsection 28B(2) Omit "body" (wherever occurring), substitute "corporation". Note: The heading to subsection 28B(2) is altered by omitting "body" and substituting "corporation". 57 Subsection 28B(3) Omit "body" (wherever occurring), substitute "corporation". Note: The heading to subsection 28B(3) is altered by omitting "body" and substituting "corporation". 58 Subsection 28B(3) (note) Omit "body" (wherever occurring), substitute "corporation". 59 Subsection 28B(4) Omit "body" (wherever occurring), substitute "corporation". Note: The heading to subsection 28B(4) is altered by omitting "body" and substituting "corporation". 60 Subsection 28B(4) (note) Omit "body" (wherever occurring), substitute "corporation". 61 Paragraph 28B(5)(a) Omit "body", substitute "corporation". 62 Subsection 28B(5) (note) Omit "body", substitute "corporation". 63 Subsection 28B(6) (note) Omit "body", substitute "corporation". 64 Subsection 28B(7) Omit "body", substitute "corporation". 65 Paragraph 28C(1)(a) Omit "a body corporate", substitute "an Aboriginal and Torres Strait Islander corporation". 66 Paragraph 28C(1)(b) Omit "a body corporate", substitute "an Aboriginal and Torres Strait Islander corporation". 67 Subsection 28C(1) Omit "the body" (wherever occurring), substitute "the corporation". 68 Subsection 28C(3) Omit "body" (wherever occurring), substitute "corporation". 69 Paragraph 28C(6)(a) Omit "body", substitute "corporation". 70 Paragraph 28C(6)(b) Omit "body" (wherever occurring), substitute "corporation". 71 Subsection 28C(7) Omit "body" (wherever occurring), substitute "corporation". 72 Subsection 28D(1) Omit "a body corporate", substitute "an Aboriginal and Torres Strait Islander corporation". Note: The heading to section 28D is altered by omitting "body corporate" and substituting "Aboriginal and Torres Strait Islander corporation". 73 Paragraph 28E(1)(a) Omit "a body corporate", substitute "an Aboriginal and Torres Strait Islander corporation". Note: The heading to section 28E is altered by omitting "body corporate" and substituting "Aboriginal and Torres Strait Islander corporation". 74 Subsection 28E(1) Omit "the body", substitute "the corporation". 75 Subsection 28E(2) Omit "a body corporate", substitute "an Aboriginal and Torres Strait Islander corporation". 76 Subsection 28E(2) Omit "body" (wherever occurring), substitute "corporation". 77 Subsection 28E(2) Omit "body's", substitute "corporation's". 78 Section 28F Omit "a body corporate", substitute "an Aboriginal and Torres Strait Islander corporation". Note: The heading to section 28F is altered by omitting "Body corporate" and substituting "Aboriginal and Torres Strait Islander corporation". 79 Section 28F Omit "the body", substitute "the corporation". 80 Subsection 35(2) Repeal the subsection, substitute: (2) Subject to this section, money paid to a Land Council under subsection 64(3) must be paid, within 6 months of its receipt by the Land Council, to any Aboriginal and Torres Strait Islander corporations whose members live in, or are the traditional Aboriginal owners of, the area affected by those mining operations, in such proportions as the Land Council determines. 81 Subsection 35(3) Repeal the subsection, substitute: (3) Subject to this section, within 6 months after money is paid to a Land Council under an agreement made under section 42, 43, 44, 46, 48A, 48B or 48D, it must: (a) be applied by the Land Council in accordance with the agreement; or (b) if the agreement makes no provision in relation to the application of the money—be paid to any Aboriginal and Torres Strait Islander corporations whose members are affected by the agreement, in such proportions as the Land Council determines. 82 Subsection 35(4B) Omit "Incorporated Aboriginal Association", substitute "Aboriginal and Torres Strait Islander corporation". 83 Subsection 35(9) Omit "an Aboriginal Council, an Incorporated Aboriginal Association", substitute "an Aboriginal and Torres Strait Islander corporation". 84 Subsection 35(12) Omit "Incorporated Aboriginal Association" (wherever occurring), substitute "Aboriginal and Torres Strait Islander corporation". 85 Subsection 37(6) Omit "a body corporate", substitute "an Aboriginal and Torres Strait Islander corporation". 86 Subsection 37(6) Omit "the body", substitute "the corporation". 87 Subsection 71(2) Omit "an Aboriginal Council or other", substitute "an". Age Discrimination Act 2004 88 Schedule 1 (table item 2) Repeal the item. 89 Schedule 1 (after table item 18) Insert: 18A Corporations (Aboriginal and Torres Strait Islander) Act 2006 Commonwealth Authorities and Companies Act 1997 90 Paragraph 7(2)(b) Repeal the paragraph, substitute: (b) corporations registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006; Commonwealth Volunteers Protection Act 2003 91 Subsection 4(1) (paragraph (a) of the definition of Commonwealth authority) Repeal the paragraph, substitute: (a) a corporation registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006; or Criminal Code Act 1995 92 Dictionary in the Criminal Code (subparagraph (a)(i) of the definition of Commonwealth authority) Repeal the subparagraph. 93 Dictionary in the Criminal Code (after paragraph (a) of the definition of Commonwealth authority) Insert: (aa) a corporation registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006; or 94 Dictionary in the Criminal Code (subparagraph (n)(i) of the definition of Commonwealth public official) Repeal the subparagraph, substitute: (i) the Corporations (Aboriginal and Torres Strait Islander) Act 2006; or 95 Dictionary in the Criminal Code (subparagraph (r)(i) of the definition of Commonwealth public official) Repeal the subparagraph, substitute: (i) the Corporations (Aboriginal and Torres Strait Islander) Act 2006; or 96 Dictionary in the Criminal Code (paragraph (t) of the definition of Commonwealth public official) Omit "Aboriginal Corporations", substitute "Aboriginal and Torres Strait Islander Corporations". Environment Protection and Biodiversity Conservation Act 1999 97 Section 528 (subparagraph (i)(ii) of the definition of Commonwealth agency) Repeal the subparagraph, substitute: (ii) a corporation registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006; Income Tax Assessment Act 1936 98 Subsection 128U(1) (paragraphs (b) and (c) of the definition of distributing body) Repeal the paragraphs, substitute: (b) a corporation registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006; or Remuneration Tribunal Act 1973 99 Subsection 3(1) (definition of Aboriginal Corporation of the National Aboriginal Conference) Repeal the definition, substitute: Aboriginal Corporation of the National Aboriginal Conference means the corporation of that name registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006. Schedule 3—Transitional provisions Part 1—Preliminary 1 Definitions (1) In this Schedule: ACA Registrar means the Registrar within the meaning of the old Act. CATSI Registrar means the Registrar within the meaning of the new Act. commencement means the commencement of the Corporations (Aboriginal and Torres Strait Islander) Act 2006. maximum transitional period for a transitional corporation has the meaning given by item 2. modifications includes additions, omissions and substitutions. new Act means the Corporations (Aboriginal and Torres Strait Islander) Act 2006 and includes the regulations made under that Act. old Act means the Aboriginal Councils and Associations Act 1976 and includes the regulations made under that Act. this Schedule includes the regulations made under this Schedule. transitional corporation means an Aboriginal association that was incorporated under Part IV of the old Act immediately before commencement. transitional modifications has the meaning given by subitem (2). transitional period for a transitional corporation means the period: (a) beginning at commencement; and (b) ending at the earlier of the following times: (i) the first time the CATSI Registrar registers a change to the corporation's constitution lodged with the CATSI Registrar under section 69‑20 of the new Act (other than a change covered by item 80 of this Schedule); (ii) the end of the maximum transitional period for the corporation. (2) If this Schedule provides for the transitional modifications to be made to a provision that applies to a transitional corporation or a corporation incorporated under Part IV of the old Act, those modifications are: (a) references in the provision to the corporation's directors are taken to be references to the corporation's Governing Committee; and (b) references in the provision to a director of the corporation are taken to be references to a member of the corporation's Governing Committee; and (c) references in the provision to the corporation's constitution are taken to be references to the corporation's Rules; and (d) references in the provision to the CATSI Registrar are taken to be references to the ACA Registrar; and (e) references in the provision to an officer of the corporation are taken to include references to: (i) an administrator of the corporation appointed under section 71 of the old Act; and (ii) a person appointed as an administrator of the corporation under Part 5.3A of the Corporations Act (as applied by section 62 of the old Act); and (f) references in the provision to a failure to comply with the new Act are taken to include references to a failure to comply with the old Act; and (g) references in the provision to a contravention of the new Act are taken to include references to a contravention of the old Act. (3) Terms that are defined for the purposes of the new Act have, when used in this Schedule, the same meaning as they have in the new Act. (4) Terms that are defined for the purposes of the old Act have, when used in this Schedule, the same meaning as they had in the old Act. 2 Maximum transitional period for transitional corporation (1) Subject to subitem (2), the maximum transitional period for a transitional corporation is 2 years after commencement. (2) The CATSI Registrar may, in writing, determine a maximum transitional period, of between 24 and 30 months, for: (a) a specified transitional corporation; or (b) a specified class of transitional corporation. (3) The determination may be expressed to be subject to conditions. (4) The CATSI Registrar may, in writing, revoke, vary or suspend the determination. (5) Notice of the making, revocation, variation or suspension of a determination in relation to a specified class of transitional corporation must be published in the Gazette. (6) A determination under subitem (2) in relation to a specified class of transitional corporation is a legislative instrument. (7) A determination under subitem (2) in relation to a specified transitional corporation is not a legislative instrument. Part 2—Bringing transitional corporations across to new system Division 1—Registration under the new Act 3 Registration under the new Act (1) A transitional corporation is taken to be registered as an Aboriginal and Torres Strait Islander corporation under the new Act at commencement. (2) The CATSI Registrar must adjust the Register of Aboriginal and Torres Strait Islander Corporations accordingly. (3) To avoid doubt, section 32‑1 of the new Act does not apply in relation to the registration that is taken to occur because of the operation of subitem (1). 4 Effect of registration on the corporation's capacity etc. (1) The registration that is taken to occur because of the operation of subitem 3(1) does not have the effect of creating a new legal entity. Rather, it has the effect of continuing the existence of the transitional corporation. Note: For the legal capacity and powers of a transitional corporation, see section 96‑1 of the new Act. (2) Subitem (1) has effect despite section 42‑1 of the new Act. (3) The registration that is taken to occur because of the operation of subitem 3(1) also does not: (a) affect the corporation's existing property, rights or obligations; or (b) render defective any legal proceedings by or against the corporation. (4) Any legal proceedings that could have been continued or begun by or against the transitional corporation immediately before commencement may be continued or begun by or against it on and after commencement. 5 Effect of registration on property yet to be vested in the corporation on its incorporation (1) This item applies if a person was required under subsection 50(2) of the old Act to take some action in relation to a transitional corporation and that action was outstanding immediately before commencement. (2) Subsection 42‑30(3) of the new Act applies to the person, on and after commencement, in relation to that outstanding action. This item does not limit section 8 of the Acts Interpretation Act 1901. 6 Circumstances existing before commencement (1) For the purposes of applying a provision of the new Act or this Schedule to a transitional corporation after commencement, a reference in that provision to circumstances of a particular kind in relation to the corporation includes a reference to circumstances of that kind existing before commencement. Example 1: A person who stopped being a member of the Governing Committee of a transitional corporation before commencement will be able to inspect the corporation's books under subsection 274‑15(2) of the new Act. Example 2: Oppressive conduct before commencement can be considered under paragraph 487‑5(1)(e) of the new Act for determining whether a transitional corporation should be under special administration. Example 3: The CATSI Registrar can give a notice under subsection 439‑20(1) of the new Act in relation to an irregularity in a transitional corporation's affairs before commencement, or in relation to a transitional corporation's failure to comply with a provision of the old Act or the corporation's Rules. (2) The provision referred to in subitem (1) applies to the transitional corporation with such modifications as are necessary, including the transitional modifications. (3) Nothing in this item has the effect of giving a provision of the new Act or this Schedule any effect or operation before commencement. Example: The offence provisions of the new Act (for example, the provisions that create offences for breaches of directors' duties) will not apply in relation to conduct that was engaged in before commencement. Division 2—Classification of transitional corporations 7 All initially classified as medium corporations (1) Despite sections 37‑1 and 37‑10 of the new Act, a transitional corporation is taken, on registration, to be registered as a medium corporation. (2) The CATSI Registrar must adjust the Register of Aboriginal and Torres Strait Islander Corporations accordingly. 8 Initial contact persons (1) Despite section 42‑10 of the new Act, the contact person of a transitional corporation on registration is taken to be the person (if any) who was, immediately before commencement, the corporation's public officer. (2) Sections 257‑15 and 257‑20, and subsection 304‑5(1), of the new Act do not apply in relation to a person who is the corporation's contact person because of subitem (1). (3) Paragraph 257‑30(a) of the new Act applies to a person who is the corporation's contact person because of subitem (1) as if the person had been appointed with his or her consent as contact person of the transitional corporation. 9 Initial document addresses (1) For the purposes of section 42‑20 of the new Act, the document access address of a transitional corporation on registration is taken to be the official address, immediately before commencement, of the person who was, immediately before commencement, the corporation's public officer. (2) This item has effect despite section 42‑20 of the new Act. 10 CATSI Registrar may re‑classify as large or small corporation (1) After commencement, the CATSI Registrar may alter a transitional corporation's registration so that the corporation is registered as a large corporation if: (a) the CATSI Registrar is satisfied that the corporation is likely to be a large corporation in respect of its first financial year; and (b) the CATSI Registrar has not already acted under this item in relation to the corporation. Note: Subsection 37‑10(3) of the new Act sets out the criteria for determining whether the corporation is a large corporation for a particular financial year. (2) After commencement, the CATSI Registrar may alter a transitional corporation's registration so that the corporation is registered as a small corporation if: (a) the CATSI Registrar is satisfied that the corporation is likely to be a small corporation in respect of its first financial year; and (b) the CATSI Registrar has not already acted under this item in relation to the corporation. Note: Subsection 37‑10(1) of the new Act sets out the criteria for determining whether the corporation is a small corporation for a particular financial year. (3) An alteration to a transitional corporation's registration made under subitem (1) or (2) is not a legislative instrument. (4) The CATSI Registrar must notify a transitional corporation in writing of an alteration made under subitem (1) or (2). (5) To avoid doubt, section 4 of the Acts Interpretation Act 1901 applies in relation to this item. 11 First corporation secretary (1) Despite section 42‑10 of the new Act, if: (a) a transitional corporation is registered as a large corporation because of an alteration under item 10; and (b) a person has not previously been appointed under this item; and (c) a person: (i) is a director of the transitional corporation; or (ii) has consented to hold office as the corporation's corporation secretary; the CATSI Registrar may, in writing, declare the person to be the corporation's first corporation secretary. (2) The person becomes the corporation's corporation secretary from: (a) the day specified in the declaration, being a day after the declaration is made; or (b) otherwise—the day the declaration is made. (3) Section 257‑5 of the new Act does not apply in relation to a transitional corporation if: (a) the corporation is registered as a large corporation because of an alteration under item 10; and (b) a person has not become the corporation's corporation secretary because of subitem (1). (4) Sections 257‑15 and 257‑20, and subsection 304‑5(1), of the new Act do not apply in relation to a person who is the corporation secretary because of subitem (1). (5) Paragraph 257‑35(a) of the new Act applies to a person who is the corporation's secretary because of subitems (1) and (2) as if the person had been appointed with his or her consent to be the secretary of the transitional corporation. (6) A declaration under subitem (1) is not a legislative instrument. (7) To avoid doubt, section 4 of the Acts Interpretation Act 1901 applies in relation to this item. 12 First address of registered office (1) For the purposes of section 42‑15 of the new Act, if: (a) a transitional corporation is registered as a large corporation because of an alteration under item 10; and (b) no address has previously been declared under this item; and (c) the corporation has a place of business at an address in Australia; the CATSI Registrar may, in writing, declare that address to be the first address of the corporation's registered office. (2) The address becomes the address of the corporation's registered office from: (a) the day specified in the declaration, being a day after the declaration is made; or (b) otherwise—the day the declaration is made. (3) Division 112 of the new Act does not apply in relation to a transitional corporation if: (a) the corporation is registered as a large corporation because of an alteration under item 10; and (b) an address has not become the address of the corporation's registered office under subitem (1). (4) A declaration under subitem (1) is not a legislative instrument. (5) This item has effect despite section 42‑15 of the new Act. (6) To avoid doubt, section 4 of the Acts Interpretation Act 1901 applies in relation to this item. 13 Publishing declarations of first secretary and first address (1) The CATSI Registrar must publish a declaration under subitem 11(1) or 12(1) on the internet. (2) A single instrument can include multiple declarations under subitems 11(1) and 12(1). Division 3—First constitution 14 Rules registered as constitution (1) A transitional corporation's Rules in force immediately before commencement, are taken to be registered, at commencement, under the new Act as the corporation's constitution. (2) The CATSI Registrar must adjust the Register of Aboriginal and Torres Strait Islander Corporations accordingly. 15 Effect of registering the Rules as constitution (1) Subitem 14(1) does not have the effect of bringing the transitional corporation's constitution into existence as a contract. Rather, it has the effect of continuing the existence of the contract previously constituted by the corporation's Rules as in force immediately before commencement under subsection 47(2) of the old Act. (2) To avoid doubt, things done before commencement under or in relation to a provision of the transitional corporation's Rules are taken to have been done under or in relation to the corresponding provision of the corporation's constitution. Example: A person who is the Chair of the Governing Committee of a transitional corporation immediately before commencement will continue to be the Chair at commencement. 16 Circumstances existing after commencement For the purposes of applying the transitional corporation's constitution to circumstances arising on or after commencement, such modifications as are necessary are to be made to the provisions of the constitution. These modifications include the substitutions set out in the following table: Substitutions to be made Item For a reference to ... substitute a reference to ... 1 ACA Registrar CATSI Registrar 2 Governing Committee directors 3 member of the Governing Committee director 4 public officer (a) if the corporation is registered as a small or medium corporation—contact person; or (b) if the corporation is registered as a large corporation—corporation secretary 17 Internal governance rules requirements (1) Subsection 66‑1(3) and paragraph 66‑1(5)(c) of the new Act apply in relation to a transitional corporation as if the reference in that subsection and in that paragraph to the new Act were a reference to the new Act as that Act applies in relation to the corporation. Example: During a transitional corporation's transitional period, the corporation's constitution need not cover the matters in subsection 158‑5(3) of the new Act (see item 34). (2) Subsection 66‑1(4) and section 66‑5 of the new Act do not apply in relation to a transitional corporation unless and until the corporation repeals its constitution after commencement. (3) Subsection 66‑1(3A) of the new Act does not apply in relation to a transitional corporation during its transitional period. (4) During a transitional corporation's transitional period: (a) the corporation's constitution must provide for a procedure for the settling of disputes between the corporation and its members; and (b) the requirement in paragraph (a) is taken for the purposes of the new Act to be an internal governance rules requirement for the corporation. 18 Changing constitution during transitional period If a transitional corporation's constitution: (a) allows the corporation to change its constitution by a resolution passed at a meeting of the corporation; and (b) does not require the resolution to be a special resolution; then: (c) the corporation may, during its transitional period, pass such a resolution to change its constitution; and (d) Subdivision 69‑B of the new Act applies in relation to the resolution as if it were a special resolution. Division 4—Other effects of registration 19 Transitional corporation's name at commencement (1) A transitional corporation's name, immediately before commencement, is taken to be included, at commencement, in the details of the corporation's registration under the new Act as the corporation's name. (2) If, at commencement, a transitional corporation has "Torres Strait Islanders Corporation" as part of its name, the corporation is taken to comply with subsection 85‑1(3) of the new Act while that set of words remains as part of its name. 20 CATSI Registrar may change the name (1) The CATSI Registrar may change a transitional corporation's name by altering the details of the corporation's registration so that the name complies with subsections 85‑1(3) to (6) of the new Act. (2) A change of name under subitem (1) takes effect when the CATSI Registrar alters the details of the corporation's registration. (3) To avoid doubt, sections 88‑20 and 88‑25 of the new Act apply in relation to a change of name under subitem (1). 21 Corporation changing its name during transitional period If a transitional corporation's constitution: (a) allows the corporation to adopt a new name by a resolution passed at a meeting of the corporation; and (b) does not require the resolution to be a special resolution; then: (c) the corporation may, during its transitional period, pass such a resolution to adopt a new name; and (d) Division 88 of the new Act applies in relation to the resolution as if it were a special resolution. 22 Transitional corporation's ICN The CATSI Registrar must, as soon as practicable, publish on the internet the ICN for each transitional corporation. 23 Power to exempt from requirement to set out ICN on documents (1) The CATSI Registrar may, in writing, determine that section 85‑15 of the new Act does not apply to a specified transitional corporation, or a specified class of transitional corporation, until the end of the corporation's transitional period or the corporations' transitional periods. (2) The determination may be expressed to be subject to conditions. (3) The CATSI Registrar may, in writing, revoke, vary or suspend the determination. (4) Notice of the making, revocation, variation or suspension of a determination in relation to a specified class of transitional corporation must be published in the Gazette. (5) A determination under subitem (1) in relation to a specified class of transitional corporation is a legislative instrument. (6) A determination under subitem (1) in relation to a specified transitional corporation is not a legislative instrument. 24 Exemption from requirement to set out ICN on pre‑CATSI documents Section 85‑15 of the new Act does not apply in relation to a transitional corporation's public documents, and negotiable instruments, signed, issued or published before commencement. 25 First certificate of registration A transitional corporation's certificate of incorporation issued under section 45 of the old Act, and in force immediately before commencement, is taken to be the transitional corporation's certificate of registration at commencement. 26 CATSI Registrar may issue certificate of registration (1) The CATSI Registrar may issue to the transitional corporation a new certificate of registration that states the following: (a) the corporation's name and ICN; (b) that the corporation is registered under the new Act; (c) the date of the registration. (2) A certificate issued under this item is not a legislative instrument. 27 Common seal Despite subsection 42‑25(1) of the new Act, a transitional corporation's common seal need not include the corporation's ICN until the corporation's name is changed for the first time after commencement. Division 5—Members and observers 28 Members at commencement (1) A person who, immediately before commencement, was a member of a transitional corporation is taken to be, at commencement, a member of the transitional corporation for the purposes of the new Act. Note: The person will have the same class of membership of the transitional corporation that the person had immediately before commencement (see item 14). (2) Subitem (1) has effect despite subsection 42‑10(1), and sections 138‑1 and 144‑1, of the new Act. 29 Liability of members after commencement Section 147‑10 of the new Act applies in relation to a transitional corporation as if the application for incorporation of the transitional corporation under Part IV of the old Act were an application for registration of the corporation under the new Act. Note: Section 48 of the old Act continues to have effect after commencement in relation to a liability, of a member or former member, incurred before commencement (see section 8 of the Acts Interpretation Act 1901). 30 Fees for membership Section 144‑15 of the new Act does not apply in relation to a transitional corporation during its transitional period. 31 First register of members (1) Subitem (2) applies in relation to the register (the ACA members register), in its form immediately before commencement, kept by the public officer of a transitional corporation under section 58 of the old Act so far as it related to the members of the corporation. (2) The ACA members register is taken to be, at commencement, the transitional corporation's register of members for the purposes of section 180‑1 of the new Act. (3) The transitional corporation is taken to have set up that register of members at commencement. (4) At commencement, the date for a member of a transitional corporation for the purposes of paragraph 180‑5(1)(c) of the new Act is the date recorded under paragraph 58(1)(b) of the old Act for the member, immediately before commencement, on the ACA members register. (5) During a transitional corporation's transitional period, subsection 180‑5(2) of the new Act does not apply in relation to entries for persons who are members of the corporation at commencement. 32 First register of former members (1) Subitem (2) applies in relation to the register (the ACA former members register), in its form immediately before commencement, kept by the public officer of a transitional corporation under section 58 of the old Act so far as it related to the former members of the corporation. (2) The ACA former members register is taken to be, at commencement, the transitional corporation's register of former members for the purposes of section 180‑10 of the new Act. (3) The transitional corporation is taken to have set up that register of former members at commencement. 33 Giving CATSI Registrar a list of members (1) A transitional corporation commits an offence if the corporation does not: (a) as soon as practicable; and (b) in any case—before 31 December 2007; give the CATSI Registrar a list of the names and addresses of all the persons who are members of the corporation as at the date when the list is given to the CATSI Registrar. Penalty: $200. (2) An offence against subitem (1) is an offence of strict liability. Note: For strict liability, see section 6.1 of the Criminal Code. (3) Subitem (1) does not apply if the corporation has a reasonable excuse. Note: A defendant bears an evidential burden in relation to the matters in subitem (3) (see subsection 13.3(3) of the Criminal Code). 34 Application of new Act's observer provisions Subsection 158‑5(3) of the new Act does not apply in relation to a transitional corporation during its transitional period. Division 6—Directors 35 First directors—appointment (1) A person who, immediately before commencement, was a member of a transitional corporation's Governing Committee is taken to be appointed, at commencement, to the position of a director of the corporation. (2) This item has effect despite subsection 42‑10(1A) of the new Act. (3) Subsection 246‑5(5) of the new Act does not prevent a person, who holds office under an appointment covered by subsection (1), from chairing directors' meetings of the transitional corporation. (4) Subsection 246‑1(3), section 246‑10 and subsection 304‑5(1) of the new Act do not apply in relation to an appointment covered by subitem (1). 36 First directors—period of appointment (1) This item applies if a person is taken to be appointed as a director of a transitional corporation under subitem 35(1). (2) The person's period of appointment as director under that subitem is taken to end at the time the person's term as a member of the corporation's Governing Committee would have ended if the old Act had not been repealed. (3) This item has effect despite subsection 246‑25(2) of the new Act. 37 Maximum number of directors Section 243‑5 of the new Act does not apply in relation to a transitional corporation during its transitional period. 38 Majority of director requirements—Aboriginal and Torres Strait Islander persons (1) This item applies if, at commencement: (a) one or more of a transitional corporation's directors are not individuals who are Aboriginal and Torres Strait Islander persons (the non‑Indigenous appointees); and (b) the non‑Indigenous appointees are a majority of the corporation's directors. (2) Until the non‑Indigenous appointees no longer constitute a majority of the corporation's directors: (a) subsection 246‑5(1) of the new Act does not apply in relation to the corporation; and (b) only individuals who are Aboriginal and Torres Strait Islander persons can become directors of the corporation. (3) For the purposes of this item, a person ceases to be a non‑Indigenous appointee if the person ceases to be a director of the transitional corporation (whether or not the person is immediately reappointed). 39 Majority of director requirements—employees (1) This item applies if, at commencement: (a) one or more of a transitional corporation's directors are employees of the corporation (the employee appointees); and (b) the employee appointees are a majority of the corporation's directors. (2) Until the employee appointees no longer constitute a majority of the corporation's directors: (a) subsection 246‑5(4) of the new Act does not apply in relation to the corporation; and (b) only persons who are not employees of the corporation can become directors of the corporation. (3) For the purposes of this item, a person ceases to be an employee appointee if the person: (a) ceases to be a director of the transitional corporation (whether or not the person is immediately reappointed); or (b) ceases to be an employee of the transitional corporation. 40 Remuneration Subsections 252‑1(1) and (2) of the new Act do not apply in relation to a person's appointment as a director of a transitional corporation if: (a) the person's appointment is covered by subitem 35(1); and (b) the period of the appointment is yet to end; and (c) under arrangements in place immediately before commencement, the person was entitled to be paid remuneration for being a member of the corporation's Governing Committee. 41 Disclosures before commencement (1) A disclosure of an interest under subsection 49D(1) of the old Act to the members of a transitional corporation's Governing Committee is taken for the purposes of the new Act to be a notice of the interest given under subsection 268‑1(1) of the new Act to the corporation's directors. (2) An approval in accordance with subsection 49D(2) of the old Act by a transitional corporation's Governing Committee is taken to be a resolution passed by the corporation's directors in accordance with subsection 268‑20(4) of the new Act. (3) This item does not limit item 6. 42 Court power to disqualify for insolvency and non‑payment of debts (1) Section 279‑20 of the new Act applies as if: (a) the references in paragraph (1)(b), and subsection (4), of that section to an Aboriginal and Torres Strait Islander corporation included references to a corporation incorporated under Part IV of the old Act; and (b) the reference in paragraph (2)(a) of that section to wound up under section 526‑1 of that Act because the Court is satisfied that the corporation is insolvent included a reference to wound up under section 63 of the old Act because the Court is satisfied that the corporation is unable to pay its debts; and (c) the reference in paragraph (2)(h) of that section to subsection 533(1) of the Corporations Act included a reference to that subsection of the Corporations Act as applied by section 67 of the old Act. (2) Subitem (3) applies for the purposes of the extended application of section 279‑20 of the new Act because of subitem (1). (3) In working out who is an officer of a corporation incorporated under Part IV of the old Act, apply the definition of officer in section 683‑1 of the new Act as if: (a) references in that definition to an Aboriginal and Torres Strait Islander corporation were references to a corporation incorporated under Part IV of the old Act; and (b) the transitional modifications were made to that definition. Note: For transitional modifications, see subitem 1(2). 43 Court power to disqualify for repeated contraventions (1) Section 279‑25 of the new Act applies as if: (a) the references in subparagraphs (1)(a)(i) and (ii) of that section to the new Act included references to the old Act; and (b) the reference in paragraph (3)(a) of that section to an Aboriginal and Torres Strait Islander corporation included a reference to a corporation incorporated under Part IV of the old Act. (2) Subitem (3) applies for the purposes of the extended application of section 279‑25 of the new Act because of subitem (1). (3) In working out who is an officer of a corporation incorporated under Part IV of the old Act, apply the definition of officer in section 683‑1 of the new Act as if: (a) references in that definition to an Aboriginal and Torres Strait Islander corporation were references to a corporation incorporated under Part IV of the old Act; and (b) the transitional modifications were made to that definition. Note: For transitional modifications, see subitem 1(2). 44 CATSI Registrar's power to disqualify (1) Section 279‑30 of the new Act applies as if: (a) the references in subparagraph (1)(a)(ii), and subsection (4), of that section to an Aboriginal and Torres Strait Islander corporation included a reference to a corporation incorporated under Part IV of the old Act; and (b) the reference in subparagraph (1)(a)(iii) of that section to subsection 533(1) of the Corporations Act included a reference to that subsection of the Corporations Act as applied by section 67 of the old Act. (2) Subitem (3) applies for the purposes of the extended application of section 279‑30 of the new Act because of subitem (1). (3) In working out who is an officer of a corporation incorporated under Part IV of the old Act, apply the definition of officer in section 683‑1 of the new Act as if: (a) references in that definition to an Aboriginal and Torres Strait Islander corporation were references to a corporation incorporated under Part IV of the old Act; and (b) the transitional modifications were made to that definition. Note: For transitional modifications, see subitem 1(2). 45 Convictions before commencement (1) If: (a) a person was convicted of an offence before commencement; and (b) immediately before commencement, the person was disqualified from being elected, or holding office, as a member of the Governing Committee of an Aboriginal association incorporated under Part IV of the old Act under subsection 49B(1) of the old Act in relation to the conviction; the person is taken to be disqualified under subsection 279‑5(1) of the new Act from managing Aboriginal and Torres Strait Islander corporations because of the conviction. Note: This subitem will not extend to a conviction to which subsection 49B(1) of the old Act did not apply because of a declaration in force under subsection 49B(3) or (5) of that Act immediately before commencement. (2) Despite subsection 279‑5(2) of the new Act, the person's period of disqualification for the purposes of the new Act is taken to be the period: (a) starting at commencement; and (b) ending when the person would have ceased being disqualified under subsection 49B(1) of the old Act in relation to the conviction, if the old Act had not been repealed. Division 7—Meetings 46 First AGM (1) Chapter 5 of the new Act does not apply in relation to an AGM of a transitional corporation held before 31 December 2007. (2) The corporation's directors must call, and conduct, an AGM in accordance with the corporation's constitution before 31 December 2007. (3) However, subitems (1) and (2) have no effect in relation to the transitional corporation if: (a) the corporation's directors resolve; and (b) the notice of the AGM states; that Chapter 5 of the new Act is to apply in relation to the AGM. 47 First general meeting Section 201‑145 of the new Act does not apply in relation to a transitional corporation. 48 Provisions not applying during transitional period (1) The following provisions of the new Act do not apply in relation to a transitional corporation during its transitional period: (a) sections 201‑5, 201‑10, 201‑15 and 201‑20; (b) subsections 201‑25(1), (3) and (4); (c) sections 201‑35, 201‑40, 201‑45, 201‑50 and 212‑20. (2) This item has effect subject to item 85. Division 8—Related party benefits 49 Related party benefits (1) Part 6‑6 of the new Act does not apply in relation to a transitional corporation in relation to a financial benefit if: (a) the corporation, or an entity that the corporation controls, is required to give a financial benefit under a contract; and (b) the contract was made before commencement; and (c) the provisions of the contract dealing with the requirement, or with related matters, have not been modified after commencement. (2) In subitem (1): contract includes deed. Division 9—Record keeping 50 Minutes of meetings (1) Despite item 6, subsections 220‑5(1) to (8) of the new Act do not apply in relation to proceedings, resolutions or declarations that happened before commencement. (2) Without limiting item 6, Division 220 of the new Act applies in relation to a transitional corporation as if a reference in that Division to the minute books, or minutes, of: (a) meetings of the corporation's members; or (b) resolutions of the corporation's members passed without meetings; included a reference to the minute books, or minutes, of such meetings or resolutions: (c) kept by the corporation in accordance with its constitution or the old Act; and (d) accessible by the corporation immediately before commencement. 51 Record keeping requirements (1) Despite item 6, subsection 322‑10(1) does not apply to records about: (a) a transaction of a transitional corporation; or (b) a matter relating to a transitional corporation's financial position and performance; if the transaction or matter happened before commencement. Note: Obligations and liabilities that arose under subsection 59(1) and paragraph 59(5)(b) of the old Act, and exemptions under section 59A of the old Act, are not affected by the repeal of that Act (see section 8 of the Acts Interpretation Act 1901). (2) Without limiting item 6, the financial records that a transitional corporation is required to keep under Division 322 of the new Act are taken to include the accounts, records and reports: (a) kept by the corporation in accordance with subsection 59(1) or paragraph 59(5)(b) of the old Act; and (b) accessible by the corporation immediately before commencement. 52 Books (1) The application of Part 7‑8 of the new Act extends to a book of a transitional corporation, to the extent that the book's content was: (a) kept immediately before commencement; and (b) kept by the corporation in accordance with its constitution or the old Act; as if the book was kept by the transitional corporation under a requirement of the new Act. Note: Part 7‑8 of the new Act operates only in relation to things done in relation to the document after commencement. (2) Subitem (1) does not limit item 6, this Division, or Part 7‑8 of the new Act. Division 10—Reporting for financial year ending on 30 June 2007 53 Corporation's report A transitional corporation must prepare a report for the period (the item 53 period) corresponding to that part of the financial year ending on 30 June 2007 during which the transitional corporation was incorporated under Part IV of the old Act. Note: A transitional corporation may be exempt from the requirements of this Division (see Division 12 of this Part). 54 Content of the corporation's report The report must include the following matters: (a) a statement, in a form approved by the CATSI Registrar, whether the Governing Committee and the transitional corporation have complied with the obligations imposed by: (i) the corporation's Rules; and (ii) the old Act; during the item 53 period; (b) a balance sheet setting out the assets and liabilities of the corporation as at 30 June 2007; (c) an income and expenditure statement giving a true and fair view of the income and expenditure of the corporation for the item 53 period; (d) a copy of the last list given by the Governing Committee under subsection 58(3) or (4) of the old Act. 55 When the corporation's report must be prepared The report must be prepared: (a) if the transitional corporation became incorporated under Part IV of the old Act after March 2007—as soon as practicable after 30 June 2008; or (b) otherwise—as soon as practicable after 30 June 2007. Note: A paragraph (a) transitional corporation's report under this Division must be separate from its report under Division 11 of this Part. 56 Examiner's report As soon as practicable after the transitional corporation has prepared its report under item 53, the corporation must cause a person authorised by the CATSI Registrar for the purposes of this item: (a) to examine whether, during the item 53 period: (i) the corporation's Governing Committee; and (ii) the corporation; complied with the obligations imposed by the old Act and the corporation's Rules; and (b) to examine whether the balance sheet, and income and expenditure statement, for the item 53 period are: (i) based on proper accounts and records; and (ii) are in agreement with those accounts and records; and (c) to give the corporation a report of the results of those examinations, drawing attention to any irregularity that it has disclosed. 57 Lodging the reports and making them available (1) The transitional corporation must lodge: (a) its report prepared under item 53; and (b) the examiner's report given under paragraph (c) of item 56; with the CATSI Registrar as soon as practicable and before the end of the calendar year in which they were prepared. (2) The transitional corporation must make a copy of the reports mentioned in subitem (1): (a) available at the next AGM after they have been prepared; and (b) available for inspection at all reasonable times by its members. 58 Offence—transitional corporations (1) A transitional corporation commits an offence if it fails to comply with this Division. Penalty: $200. (2) An offence against subitem (1) is an offence of strict liability. Note: For strict liability, see section 6.1 of the Criminal Code. (3) Subitem (1) does not apply if the transitional corporation has a reasonable excuse. Note: A defendant bears an evidential burden in relation to the matters in subitem (3) (see subsection 13.3(3) of the Criminal Code). 59 Offence—directors (1) A director of a transitional corporation contravenes this subitem if the director fails to take all reasonable steps to comply with, or to secure compliance with, this Division. (2) A person com