THE CONSTITUTION OF
INVERELL COMMUNITY RADIO INCORPORATED
As amended on 20 November 2022
PART I – PRELIMINARY
•In the constitution:
ordinary committee member means a member of the committee who is not an office-bearer of the Association.
(a) the person holding office under this constitution as secretary of the association, or
(b) if no person holds that office – the public officer of the association.
special general meeting means a general meeting of the association other than an annual general meeting or ordinary general meeting.
the Act means the Associations Incorporation Act 2009
the Regulation means the Associations Incorporation Regulation 2016.
• In this constitution:
• a reference to a function includes a reference to a power, authority and duty, and
• a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.
• The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.
1. Aims and Objectives
1.1 The Association has established an FM community radio station for the purpose of broadcasting programs predominantly of interest to the residents of the greater New England Region in the state of NSW. The content of such programs shall be determined by the Association, together with the general public. Such consultations shall not be binding of the association.
1.2 The Association shall maintain and operate the FM community radio station to the Community Broadcasting Association of Australia best practice and in compliance with all relevant Federal, State and local government legislation and regulations to ensure the broadcasting licence is maintained.
1.3 The association shall be incorporated in accordance with the Associations Incorporation Act 2009, NSW (AS AMENDED)
1.4 The association shall at all times maintain the status of the association as being a non-profit association
1.5 The registered office of the association shall at all times be located in the township of Inverell.
PART II – MEMBERSHIP
2. MEMBERSHIP QUALIFICATIONS
2.1 An applicant for membership shall not need to be nominated; and
2.2 An applicant being a natural person residing at any location and having furnished a signed application form and prescribed dues and membership fees being tendered therewith and as qualified in 2.2.1 below show shall be eligible for membership subject to endorsement by the committee or a full meeting of the association.
2.2.1 Ordinary members shall be persons who have been accepted in accordance with 2.2
2.2.2 Junior members shall be persons who have attained the age of not less than fourteen years and not the age of eighteen years. His or her application form shall be signed by themselves and counter-signed by one of his / her parents or legal guardian who have been accepted in accordance with 2.2
2.2.3 Associate members shall be persons who wish to support the association but who may not wish to become an ordinary/full financial member. Associate members have no voting rights at any meeting of the association.
2.2.4 Associations wishing to show support to this organisation may apply for an Association Membership similar to the Associate Membership, however, will have no voting rights or rights to address a meeting.
2.2.5 Life Members shall be selected by membership and have voting rights.
2.2.6 The Committee shall have the power to refuse or cancel membership to any person who:
(i) Wilfully refuses or neglects to comply with the provisions of this Constitution; or
(ii) Is guilty of any conduct which in the opinion of the committee is unbecoming of a member or prejudicial to the interest of the association provided that;
(iii) At least 7 days before the meeting at which the resolution for the refusal or cancellation of membership is proposed, the person shall have had notice of such meeting in writing clearly stating the reasons for the refusal of or proposed cancellation of membership; and
(iv) They shall at such a meeting and before the passing of such resolution have the opportunity to address the committee, in the company of a support person. This support person cannot have any input during the meeting.
(v) If any applicant is denied membership of the association, the applicant has a right to appeal.
3. CONDITIONS OF MEMBERSHIP
3.1 An applicant’s membership shall commence on and from the date shown on receipt and shall be renewable at the end of each financial year. However, if a member should be approved in the three months prior to 30th June, the membership will be deemed to be valid for the following 12 months ending June 30th.
3.2 A member may resign at any time and should that occur prior to the expiration date of their membership, the association is not liable to refund any part of the membership fee.
3.3 Should a member not pay their annual membership fee within 30 days of it falling due, the member will be deemed to be unfinancial.
3.4 Membership will cease should the member die. Memberships are not transferable.
4. CESSATION OF MEMBERSHIP
4.1 A person ceases to be a member of the association if the person:
- Resigns membership
- Is expelled from the association
- Becomes unfinancial by way of failing to pay all prescribed dues and subscription fees on or before the due date of renewing membership.
5. MEMBERSHIP ENTITLEMENTS ARE NOT TRANSFERABLE
5.1 A right, privilege or obligation which a person has by reason of being a member of the association:
- Is not capable of being transferred or transmitted to another person; and
- Terminates on cessation of the person’s membership.
6. RESIGNATION OF MEMBERSHIP
6.1 A member of the association is not entitled to resign that membership except in accordance with this rule.
6.2 A member of the association who has paid all amounts payable to the association in respect of the member’s membership may resign from membership of the association by first giving to the secretary written notice of at least one month (or such other period as the committee may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.
6.3 If a member of the association ceases to be a member under clause 6.2 and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
7. REGISTER OF MEMBERS
7.1 The public officer of the association must establish and maintain a register of members of the association specifying the name and address of each person who is a member of the association together with the date on which the person became a member.
7.2 The register of members must be kept at the principal place of administration of the association.
8. THE RIGHTS OF MEMBERS
8.1 Ordinary members shall not be restricted in the matter’s hereafter mentioned, excepting as is further prescribed: –
8.1.1 To nominate other ordinary members to hold office or fill a position on the committee, excepting that an ordinary member shall not nominate a junior member to fill the junior member’s position on the committee as prescribed in 15.1.3 to 15.1.5; and
8.1.2 To elect any nominee to hold office or to fill a position on the committee; and
8.1.3 To accept nomination to hold office or to fill a position on the committee; and
8.1.4 To move or second motions at any given meeting of the association; and
8.1.5 To move an amendment to any motion before any given meeting of the association, excepting that such amendment shall not negate the motion to which it is addressed; and
8.1.6 To speak to any matter before any given meeting of the association for a period of not more than three minutes; and
8.1.7 Not with-standing sub-rule 8.1.6 above, the mover of a motion shall have the right to speak to the motion for a period of not more than five minutes and further thereto shall have the “right of reply”; and
8.1.8 To vote on any matter before any given meeting of the association.
8.1.9 To accept nomination to fill the junior member’s position on the committee; and
8.1.10 Shall have the right to exercise all the rights of an ordinary member as prescribed in rule 8.1.1 to 8.1.8 inclusively, excepting that a junior member shall not hold office.
8.1.11 Associate members have the right to receive any correspondence as would be normally sent to members, speak to any matters or raise matters in accordance with 8.1.6 but not the right to vote, hold office, or move motions.
8.1.12 A nominee for an office or a position on the committee shall not be an undischarged bankrupt; and
8.1.13 A nominee for an office or a position on the committee shall not be a person convicted of a felony in any given jurisdiction of the Commonwealth of Australia and its Territories, of which the sentence therefore has not been expiated for a period of more than three years.
8.1.14 A nominee for an office or a position on the committee may be required to consent to a “Working with Children” check if at any time they may have contact with junior members.
9. FEES AND SUBSCRIPTIONS
9.1 A member of the association must pay to the association a fee which is to be determined annually.
9.2 If a new member joins after July 1 in any calendar year, or when re-joining in subsequent calendar years, the full annual fee should be paid except where 3.1 applies.
10. MEMBERS’ LIABILITIES
10.1 The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association of the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by rule 9.1 to 9.2 inclusive.
10.2 Junior members shall not be liable for any part of a debt incurred by the association.
11. RESOLUTION OF INTERNAL DISPUTES
11.1 The members in dispute may choose an arbiter mutually agreeable to all parties, to seek a resolution of same.
11.2 In the event that the dispute is unresolved by implementing the provisions of 11.1, (if not a personal issue requiring privacy), the matter should be referred to the committee, initially then to a full meeting if a resolution has still not been reached.
11.3 Disputes between members (in their capacity as members) of the association, and disputes between members and the association, upon failure of provisions 11.1 and 11.2 above, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.
12. DISCIPLINING OF MEMBERS
12.1 A complaint may be made by any member of the association that some other member of the association has persistently refused or neglected to comply with a provision of these rules or the Policies and Procedures or has persistently and wilfully acted in a manner prejudicial to the interests of the association.
12.2 On receiving such a complaint, the committee shall deal with it as is prescribed in the sub- rules 12.2.1 to 12.2.3 inclusively, excepting for complaints against junior members as is prescribed in sub – rule 12.2.4.
12.2.1 Must cause notice of the complaint to be served on the member concerned and
12.2.2 Must give the member at least 14 days from the time the notice is served within, which to make submissions to the committee in connection with the complaint; and
12.2.3 Must take into consideration any submissions made by the member in connection with the complaint.
12.2.4. (i) The committee shall on receipt of a complaint against a junior member cause notice of the complaint to be served on the junior member and concurrently therewith a copy of the notice must be served on one of the junior member’s parents or legal guardian; and
12.2.4. (ii) After complying with the prescriptions of 12.2.4.i, the committee may implement the prescription of rules 12.2.2 to 12.5.2 inclusive, and must implement the provisions of 12.2.4.iii
12.2.4. (iii) A junior member shall always be represented by a parent or legal guardian at any given disciplinary hearing of which he or she is the subject.
12.3 The committee may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved, or that the conduct of the individual could bring the association into disrepute.
12.4 If the committee expels or suspends a member, the secretary must within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member’s right of appeal under clause 13.
12.5 The expulsion or suspension does not take effect:
- Until the expiration of the period within which the member is entitled to appeal against the resolution concerned or
- If within that period the member exercises the right of appeal, unless and until the association confirms the resolution under rule 12.4, whichever is the later.
13. RIGHT OF APPEAL OF A DISCIPLINED MEMBER
13.1 A member may appeal to the association in a general meeting against a resolution of the committee under rule 12, within 14 days after notice of the resolution is served on the member by lodging with the secretary a notice to that effect.
13.2 The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
PART III – THE COMMITTEE
14. POWERS OF THE COMMITTEE
14. The committee is to be called the committee of management of the association and, subject to the Act, the Regulation, these rules and the Policy and Procedures and to any resolution passed by the association in general meeting:
14.1 Is to control and manage the affairs of the association; and
14.2 May exercise all such functions as may be exercised by the association, other than those functions that are required by these rules to be exercised by a general meeting of members of the association; and
14.3 Has the power to make appointments as it sees fit in line with its powers as described in this section.
15. CONSTITUTION AND MEMBERSHIP
15.1 Subject in the case of the first members of the committee to section 21 of the ACT, the committee is to consist of;
15.1.1 The office bearers of the association; and
15.1.2 Three full financial members, each of whom is to be elected at the annual meeting of the association under rule 16; and
15.1.3 Not more than one junior member provided a junior member is elected thereto.
15.1.4 The junior member of the committee shall exercise the same rights and privileges of an ordinary member of the committee, excepting the junior member of the committee shall not hold office on the committee.
15.1.5 Failure to fill the junior member’s position on the committee shall not invalidate the committee.
15.2 The office bearers of the association are to be;
- The President
- The Vice President
- The Secretary /Public Officer
15.3 All committee positions are declared vacant prior to commencement of the elections.
15.4 In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the commencement of the annual general meeting following the appointment.
16. ELECTION OF MEMBERS
16.1 Nominations of candidates for election as office – bearers of the association or as Ordinary members of the committee:
16.1.1 Must be made in writing, signed by 2 ordinary members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination); and
16.1.2 Must be delivered to the secretary of the association at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
16.2 If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
16.3 If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.
16.4 If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
16.5 If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
16.6 The ballot for the election of office- bearers and ordinary members of the committee is to be conducted at the annual general meeting.
17.1 The secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with The Department of Fair Trading and the CBAA of his or her address.
17.2 It is the duty of the secretary to keep minutes of:
17.2.1 All appointments of office – bearers and members of the committee
17.2.2 The names of all members of the committee present at a committee meeting or a general meeting; and
17.2.3 All proceedings at committee meetings and general meetings.
17.2.4 Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson at the subsequent meeting.
It is the duty of the treasurer of the association to ensure;
18.1 That all money due to the association is collected and received and that all payments authorized by the association are made; and
18.2 That the correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.
19. CASUAL VACANCIES
For the purpose of these rules, a casual vacancy in the office of a member of the committee occurs if the member:
19.1 Dies; or
19.2 Ceases to be a member of the association; or
19.3 Becomes an insolvent under administration within the meaning of the Corporations Law, or
19.4 Resigns office by notice in writing given to the secretary; or
19.5 Is removed from office under rule 20; or
19.6 Becomes a mentally incapacitated person; or
19.7 Is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.
20. REMOVAL OF MEMBER
20.1 The association in a general meeting may by resolution remove any member of the committee from the office of committee member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
20.2 If a member of the committee to whom a proposed resolution referred to in clause 20.1 relates makes representations in writing to the secretary or president ( not exceeding a reasonable length) and request that the representations be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association, or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
21. MEETINGS AND QUORUM
21.1 The committee must meet at least three times in each period of 12 months at such place and time as the committee may determine.
21.2 In the event of a member of the committee, not being the president, wishing to call a meeting of the committee, such notice must be in writing and signed by the convenor and 2 other members of the committee and presented to the secretary. The secretary will then notify all committee members of the date, venue and time.
21.3 Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed on by the members of the committee), prior to the starting time of the meeting. For the avoidance of any doubt, written notice may be given by email, SMS or any other form of electronic communication.
21.4 Notice of the meeting given under clause 21.3 must specify the general nature of the business to be transacted at the meeting, and no business other than that business is to be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.
21.5 Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
21.6 No business is to be transacted by the committee unless a quorum is present.
21.7 If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
- At a meeting of the committee:
- The president or, in the president’s absence, the vice president is to preside; or
21.8.1 If the president and the vice president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.
22. DELEGATION BY COMMITTEE TO SUB – COMMITTEE
22.1 The committee may delegate to one or more sub-committees.
22.2 A sub-committee must keep an accurate record of its deliberations and at the conclusion of its delegated authority, provide this record including any additional documents to the committee secretary
22.3 A sub-committee may meet and adjourn as it thinks proper.
22.4 A sub-committee is to report, including any recommendations, to the committee which in turn is not bound to act on all or any of the report and recommendations.
23. VOTING AND DECISIONS
23.1 Questions arising at a meeting of the committee or of a sub – committee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub- committee present at the meeting.
23.2 Each member present at a meeting of the committee or of any sub – committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote, but in the event of an equality of votes on any question, the person presiding may exercise a second casting vote.