ENCOUNTER FM COMMUNITY BROADCASTERS ASSOCIATION INCORPORATED CONSTITUTION AMENDED 16TH

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ENCOUNTER FM COMMUNITY BROADCASTERS ASSOCIATION INCORPORATED CONSTITUTION AMENDED 16TH
ENCUENTROS EN BICI BIKE ENCOUNTERS TABLA DE CONTENIDOS

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ENCOUNTER FM COMMUNITY BROADCASTERS ASSOCIATION

ENCOUNTER FM COMMUNITY BROADCASTERS

ASSOCIATION INCORPORATED

CONSTITUTION

Amended 16^th September 2013

TABLE OF CONTENTS

ENCOUNTER FM COMMUNITY BROADCASTERS ASSOCIATION

INCORPORATED

CONSTITUTION

1. Name of Association

1. The name of the association shall be “ENCOUNTER FM COMMUNITY BROADCASTERS ASSOCIATION INCORPORATED” Trading as Radio 5EFM

1. The objects of the Association

1. To provide the communities of the Southern Fleurieu Peninsula of South Australia with a community based FM broadcasting station.

2. To renew our Community Broadcast licence in accordance with the licence conditions imposed by the Australian Communications and Media Authority (ACMA) for the purposes of transmitting a community radio service to the communities of the Southern Fleurieu Peninsula.

3. To teach, train, educate, and to provide services for the training of any personnel and the use of any equipment for the benefit of its members.

4. To work in conjunction with, liaise with, or in such other manner with local community groups, organisations and individuals in achieving goals consistent with these objectives.

5. To purchase, take on lease or otherwise acquire for the purposes of the Association any real or personal property and in particular any land, buildings, furniture, broadcast equipment and any other apparatus at any time deemed necessary by the Association.

6. To let any part or parts of any land or buildings if owned by the Association in such manner as the Association’s Board of Management may from time to time deem fit or expedient.

7. To invest the money of the Association upon such security or other-wise and in such manner as may from time to time be determined by the Association.

8. To sell or dispose of any apparatus, equipment, furniture and/or any real property being surplus to the Association’s requirements (the best interests of the Association being served by the continuing enjoyment or quiet possession of the real estate and offices suitable to or for the purpose of and in compliance with the objects of the Association).

9. With the majority agreement of the Association’s Board of Management, to take out or acquire money on loan, overdraft or mortgage for the purpose of improvements to the Association’s assets.

10. The Station Manager to have the delegated authority to hire, employ, enter into agreements with managers, clerks, servants, agents, workman or others and to remunerate them in accordance with the hire agreement or employment awards.

11. The Association shall not in any way be affiliated with any political party or organisation and it shall be non-sectarian but membership to the Association shall be limited only by the Board of Management approval that the member must be recognised by the Association.

12. The Board of Management may adopt from time to time any additional objects and rules relative to and in the interests of the Association.

1. Real Property

1. The Association’s real property shall be deemed surplus to its requirements, only when a two-thirds majority of the members present at the Annual General Meeting or any Extraordinary General Meeting of the Association is satisfied that satisfactory arrangements have been made for the immediate purchase, lease or rent of other suitable premises and authorises the sale of the Association’s property.

1. Enforcement of Rule

1. All members shall be bound by and observe this Constitution and any rules and regulations made under and in accordance with this Constitution.

1. Membership

Membership of the Association shall be by approval of the Board of Management.

1. Membership shall be open to any individual, family group or organisation committed to the objects of the Association, but subject to the recognition of the membership by the Board of the Association and to the payment of the prescribed fee as determined by the Board of Management at the close of each financial year.

2. Application for Membership shall be lodged with the Secretary on the appropriate Application for Membership Form.

3. As soon as practicable after receiving an Application for Membership the Secretary shall refer the application to the Board of Management which shall determine whether to approve or reject the application. An application may only be rejected if;.

1. there are reasonable grounds to believe that the applicant would not abide by the rules and objectives of the Association and/or the Community Broadcasting Code of Practice

2. required by law; or

3. the applicant has been convicted of an indictable offence; or

4. Where the Association’s Board of Management resolves

1. to approve an application for membership, the Secretary shall, as soon as practicable after that resolution, notify the applicant of that approval and request the applicant to pay, within a period of 28 days after receipt by the applicant of the notification, the sum payable under these rules by a member as membership fee.

2. to reject an application for membership, the applicant shall have the right of reply and appeal under Clause (13). Where the applicant exercises the right of reply the resolution of the Board of Management is of no effect unless the Board of Management, at a meeting held not earlier than 14 days and not later than 28 days after the service on the applicant of a notice, under Clause (12) confirms the resolution in accordance with this rule.

5. On approval the applicant shall become a member of the Association having lodged the Application Form and paid the required Membership Fee. Upon which the Secretary shall oversee the entry of the Applicant’s details in the Register of Members.

6. Every member shall pay the annual membership fee for the class of membership applied for as determined by the Board of Management and such payment shall be due at the beginning of each financial year or within reasonable time thereafter as set by the Board of Management.

7. Every member being a fully paid member, except Subscription Members, shall be entitled to one (1) vote except in the event of a family membership who will have a maximum of two (2) votes at any Annual General Meeting or Extraordinary Meeting.

8. There shall be four (4) classes of Membership;

1. Single Membership

2. Family Membership

3. Corporate and Associations and Clubs Membership

4. Subscription Membership

9. All Subscription members shall be entitled to attend and speak at all meetings of the Association but shall not be entitled to vote.

1. Cessation of Membership

1. A person ceases to be a member of the Association if the person

1. dies; or

2. resigns membership; or

3. is expelled from the Association; or

4. by non-payment of the annual membership fee as set by the Board of Management within the time as the Board of Management may from time to time allow; or

5. the member has not abided by the Constitution or Rules of the Association; or

6. The member has been convicted of a criminal offence that could be deemed to be derogatory to the objects of the Association.

7. Membership Entitlements Not Transferable

A right, privilege or obligation which a person has by reason of being a member of the Association

1. is not capable of being transferred or transmitted to another person; and

2. terminates on cessation of the person’s membership.

1. Resignation of Membership

A member of the Association is not entitled to resign that membership except in accordance with this rule.

1. A member of the Association who has paid all amounts payable by the member 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 Board of Management 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.

2. If a member of the Association ceases to be a member under Clause 6.1 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 ceases to be a member.

1. Fees and Subscriptions

1. A member of the Association must pay to the Association an annual membership fee as determined by the Board of Management of the Association.

1. Resolution of Internal Disputes

1. Disputes between members (in their capacity as members) of the Association, and disputes between members and the Association are to be handled in accordance with the provisions of this Constitution and in accordance with the Community Broadcasting Code of Practice, and its successors.

1. Disciplining of Members

1. A complaint may be made by any member of the Association that some other member of the Association;

1. has persistently refused or neglected to comply with a provision or provisions of these rules; or

2. has persistently and wilfully acted in a manner prejudicial to the interests of the Association.

3. has deliberately misused or misappropriated assets of the Association to the detriment of the Association.

2. On receiving such a complaint the Board of Management

1. must cause notice of the complaint to be served on the member concerned; and

2. must give the member at least 14 days from the time the notice is served within which to make submissions to the Board of Management in connection with the complaint; and

3. must take into consideration any submissions made by the member in connection with the complaint.

3. The Board of Management 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.

1. Right of Reply for Rejected Applicant or Disciplined Member

1. Where the Board of Management passes a resolution under Clause (5) Membership Application or Clause (11) Disciplining of Members under this Constitution, the Secretary shall as soon as practicable cause a notice in writing to be served on the applicant or member subject to the resolution.

1. setting out the resolution of the Board of Management and the grounds on which it is based;

2. stating that the applicant or member subject of the resolution may address the Board of Management at a meeting to be held not earlier than 14 days and not later than 28 days after the service of the notice.

3. stating the date, place and time of that meeting; and

4. informing the applicant or member subject of the resolution that he may do either or both of the following:

1. attend and speak at the meeting;

2. submit to the Board of Management at or prior to the date of that meeting written representations relating to the resolution.

2. At a meeting of the Board of Management held as referred to in Clause 13.1 the Board of Management shall-

1. give the applicant or member subject of the resolution an opportunity to make oral or written representations

2. give due consideration to any oral and/or written representations submitted to the Board of Management by the applicant or member subject of the resolution at or prior to the meeting; and

3. by resolution determine whether to confirm or to revoke the resolution.

3. Where the Board of Management confirms a resolution under Clause 12.3 the Secretary shall, within 7 days after that confirmation, by notice in writing inform the applicant or member subject of the resolution of the reasons for the confirmation and of the right of appeal under Clause (13)

1. Right of Appeal for Rejected Applicant or Disciplined Member

1. A rejected applicant or member may appeal to the Association at a General Meeting against a resolution of the Board of Management under Clause 12.3, within 7 days after notice of the resolution is served on the rejected applicant or member, by lodging with the secretary a notice to that effect.

2. The notice may, but need not, be accompanied by a statement of the grounds on which the rejected applicant or member intends to rely for the purpose of the appeal.

3. On receipt of a notice from a rejected applicant or member under Clause 13.1, the Secretary must notify the Board of Management which is to convene a general meeting of the Association to be held within 28 days after the date on which the secretary received the notice.

4. At a general meeting of the Association convened under Clause 13.3:

1. no business other than the question of the appeal is to be transacted; and

2. the Board of Management and the rejected applicant or member must be given the opportunity to state their respective cases orally or in writing, or both; and

3. the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

4. if at the general meeting the Association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

5. Where the original resolution of the Board of Management has been confirmed at a general meeting under Clause 13.4.4, the Secretary shall, within 7 days after that confirmation, inform the applicant or member in writing of the decision.

6. The applicant or member may request a mediator to undertake an independent review of the original resolution passed by the Board of Management, as well as all subsequent reviews. The appointment of the mediator must be mutually agreed by both parties prior to the review commencing.

7. The applicant or member shall be informed of the outcome of the independent review in writing as soon as practical following the determination of the arbiter.

8. If the applicant or member is unsatisfied with this determination, the applicant has the right to appeal this decision by forwarding all documentation in relation to this decision to the Australian Communications and Media Authority (ACMA) or their successors, pursuant to the provisions of the Commonwealth Broadcast Services Act, 1992. The determination made by the ACMA shall be treated as final.

1. Financial Year

1. The financial year of the Association shall commence on the 1st day of July of any one calendar year and expire on the 30th day of June of the following year.

1. Annual General Meeting

1. The Annual General Meeting of the Association shall be held between the 1st day of August and the 30th day of September of each and every year.

2. The agenda of the Annual General Meeting shall be:

1. To receive the annual report from the Chairman or in his absence the Vice-Chairman;

2. To receive the annual financial report and balance sheet;

3. To elect members of the Board as may be required;

4. To discuss, consider and decide upon any motion of which prior notice has been given in accordance with this constitution;

1. Extraordinary General Meeting

1. The Secretary or the Board of Management may call an Extraordinary General Meeting of the Association whenever so directed by resolution of the Board or upon receipt of a request in writing from at least ten members who are financial and who are entitled to vote at the meeting of the Association.

2. The Board of Management on passing a resolution to call an Extraordinary General Meeting shall state in such resolution specifically the reason why such Extraordinary General Meeting shall be called.

1. Notices of Annual General/Extraordinary General Meetings

1. The Secretary of the Association shall, at no later than twenty-one days before the date fixed for holding the Annual General Meeting or an Extraordinary General Meeting of the Association, notify in writing all financial members and place an advertisement specifying the place, day and time for holding the meeting(s), and the nature of the business to be transacted at the meeting be placed in the public notice section of the newspapers published in the Southern Fleurieu area.

2. Any notice on motion must be brought forward in writing by the proposer and seconder before the close of the agenda, no later than 7 days prior to the date of the Annual General Meeting.

1. Election of Officers

The Officers of the Association shall be:

1. A Committee of seven members who shall hold office for two years from the time of their election and shall be elected at the Association’s Annual General Meeting as follows:

1. In all odd years the Chairman, Secretary and one ordinary Board Members shall be elected and;

2. In all even years the Vice-Chairman, Treasurer and two ordinary Board Members shall be elected.

3. All financial members shall be eligible for nomination to any office or position specified in sub-clause; 18.1.1 and 18.1.2 of this paragraph.

4. Nominations for the office of the Committee shall be in writing and in compliance with any directions issued by the Board of Management.

1. The Board of Management

1. The Board of Management shall consist of 7 elected members as follows: 1 Chairman, 1 Vice Chairman, 1 Secretary, 1 Treasurer and 3 Ordinary members;

2. The business and affairs of the Association shall be under the management and control of the Board of Management.

3. The Board shall have power to make or to repeal all such rules and regulations as it may deem necessary expedient or convenient for the control or conduct and management of the Association, its members, or other persons or bodies and to provide penalties for breach of any of the rules and regulations.

4. The Board shall have the power to appoint a Station Manager and the Station Manager shall attend all meetings of the Association, including Board meetings, with full voting rights.

5. The Station Manager shall be responsible for the day to day running of the Association but is answerable to the Board.

6. The Board shall have the power to appoint any sub-committees, which it thinks fit or necessary for the better conduct of the affairs of the Association.

7. The Board shall meet whenever necessary for the conduct of the affairs of the Association but such meeting shall not be less than ten meetings every calendar year.

8. Subject to and in accordance with this Constitution the Board of Management shall determine the time and place for holding the Annual General Meeting and any Extraordinary General Meeting of the Association, twenty-one days notice shall be given to all financial members and a notice of such meeting to be placed in the local newspapers in the public notices section.

9. The Board shall have powers:

1. To enquire whether by complaint or of its own volition into any alleged or suspected breach or non-observance of the rules and regulations.

2. Take any necessary disciplinary action on any member, or person guilty of any such breach or non-observance of the Constitutions or of the rules and regulations made there under;

3. To determine all matters referred to it by the General Meetings of the Association or by the Secretary;

4. To arbitrate on any dispute or difference arising between Members;

5. To represent the Association in affairs external to the Association and to deal with such affairs as it deems fit.

10. The executive of the board shall appoint the Auditor for the current financial year at the first ordinary meeting following the Annual General Meeting;

11. The Board shall appoint the Public Officer.

1. Voting

1. AGM. All financial members will be given a written profile of each candidate with a voting form. In the event of a shortfall of nominations for the position(s) that are vacant on the day of the meeting, nominations may be taken from the floor, prior to the commencement of the meeting. A completed voting form shall be passed in by the member in person at the AGM. A postal vote or absentee vote is available on request and must be received by the secretary prior to the commencement of the meeting.

2. EGM. All financial members will be informed in writing on the purpose of the meeting. A motion can only be passed by the members present

3. The meeting may, by show of hands require any other vote to be conducted by secret ballot.

4. There shall be no proxy voting at any meetings of the Association;

5. Persons with special interests or knowledge relevant to the Association may be invited to attend any meeting and to speak at the discretion of the Chairman but such persons may not vote;

1. Vacancies

1. Vacancies in any office or position on the Board may be filled by a person elected by an Extraordinary General Meeting and any officer so elected shall retire at the time that the position is normally retiring under this Constitution. The Board may appoint a nominated financial member of the Association to fill a vacancy caused by the resignation or death of a member of the Board and such office shall be declared vacant at the next Annual General Meeting;

2. The office of any member of the Board may be declared vacant by resolution of the Board by the following events:

1. If a member of the Board is unable to for fill their Board duties

2. If a member of the Board is convicted of any criminal offence;

3. by resignation in writing given by the member to the Board;

4. By being absent from three consecutive meetings of the Board without having submitted an apology for his/her absence he/she may upon due deliberation of the Board be considered to have resigned from his/her office;

3. Upon the passing of the motion of no confidence by the majority of the Board in the member holding the office.

1. The Chairman

1. The Chairman or in his/her absence the Vice-Chairman shall chair all meetings of the Association.

2. In the absence of the Chairman and the Vice-Chairman any one of the Board members may be elected by the meeting to chair that one particular meeting of the Association. The Chairman of that meeting shall have one ordinary vote as well as a casting vote if the votes at any one time are equally divided.

3. The Chairman or any three members of the Board may request a special meeting of the Board and such meeting shall be called as soon as practicable but no later than three days after receiving such request by the Secretary.

1. The Vice-Chairman

1. The Vice-Chairman shall deputise for the Chairman in his/her absence.

1. The Secretary

The Secretary:

1. Shall take and keep in an orderly manner minutes of all Board meetings and those of the Annual and any Extraordinary General Meetings of the Association;

2. Shall attend to correspondence of the Association at the direction of the Board whose decision he/she shall carry out at all times;

1. The Treasurer:

The Treasurer:

1. Shall keep all accounts of the Association;

2. Shall present a financial report at any meetings of the Board;

3. To make the Association’s accounts available for inspection as and when directed by the Board;

4. to issue receipts and bank all monies received by him/her on behalf of the Association into the Association’s bank account as soon as practically viable;

5. To make payments of the Association’s debts this shall only be made by cheque or Electronic Funds Transfer (EFT) after the amount for payment has been passed by the Board;

6. That all cheques must be signed by the Treasurer and counter-signed by the Chairman or any two of the 4 signatories. In the absence of either the Treasurer or the Chairman any of the Board members may be authorised to sign the cheque provided he/she has been accepted as the alternative signatory to cheques;

7. That at the end of the financial year as the Board so directs, to hand over the books and records to the auditor for auditing;

8. To present the audited accounts to the Annual General Meeting of the Association;

1. Sub-Committees

1. The Board may at its discretion appoint from among its financial members such sub-committees as it deems fit to assist the Chairman, Treasurer or Secretary and/or it may appoint such other officials as keeper of records or liaison officer who may be of assistance to the Association.

1. Emergency

1. No member of the Board or of the Association may under any circumstances whatsoever commit or bind the Association in any manner without the previous approval of the Board.

1. Quorums

1. A quorum at any meeting of the Board of the Association shall be five financial members.

2. A quorum at any Annual General Meeting or Extraordinary General Meeting of the Association shall be 20 members or two-thirds of the financial members of the Association. In the event of their being less than the total number of twenty financial members in the Association, then the quorum shall be all of the financial members of the Association.

3. In the event of there being less than 20% of the financial members present in any properly constituted Annual or Extraordinary General Meeting, the meeting shall stand adjourned to the same day, time and place the following week and any number of members there present shall constitute a quorum.

4. Notice of the adjournment shall be sent to all financial members.

29. Amendments to the Constitution

1. This Constitution may be repealed or amended by resolution passed by a two third (2/3) majority of financial members present at any Extraordinary General Meeting of the Association called for the purpose of considering the proposed amendments as set out in the notice convening the meeting in accordance with clause 8 of this Constitution.

1. Liability – Property – and Dissolution

1. Persons who by authority accept or incur any pecuniary liability on behalf of the Association shall be held indemnified against any personal loss in respect of such liability.

2. The income, property and funds of the Association shall be used solely towards the promotion of the objects in accordance with clause 2 of this Constitution, and shall not be paid or transferred to any member, their representative or relatives of representatives provided that nothing herein shall prevent any payment in good faith to any person in return for services actually rendered or to any person in furtherance of the objects of the Association and without undue preference.

3. No member by virtue of membership of the Association shall have or be entitled to any estate or interest of any kind in the funds, property or assets of the Association. In the event of the Association being wound up pursuant to a resolution so to do, the whole of its funds, property or assets shall be transferred to such other Association having similar aims or objects as the Association or such charitable institution as the resolution for winding up shall appoint at the time of making the resolution to wind up the Association.

4. The Association shall not be dissolved except by approval of a two third (2/3rd) majority of financial members present and voting at an Extraordinary General Meeting called for that purpose of which not less than one calendar month’s written notice, including notice of the proposed dissolution, has been distributed to all financial members and Associate Members.

1. Non Profit

1. The income and property of the Association shall be applied solely towards the promotion of the objects of the Association and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members or relatives of members of the Association provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or servant of the Association or to any member of the Association or reasonable and proper rental for premises let by any member to the Association.

GREETINGS FROM THE ENCOUNTER OF THE CLARETIAN MISSIONARIES OF
HEALING & THE THERAPEUTIC ENCOUNTER DAVID REILLY OPENING REFLECTION
 W ORLDWIDE MARRIAGE ENCOUNTER DALLAS FORT WORTH

Tags: amended 16th, or amended, amended, constitution, association, community, encounter, incorporated, broadcasters

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