RULES OF CAIRNS COMMUNITY BROADCASTERS INCORPORATED PART 1 NAME 1.1 The name of the incorporated association shall be CAIRNS COMMUNITY BROADCASTERS INCORPORATED (in these Rules called the Association ). PART 2 OBJECTS 2.1 The objects for which the Association is established are: (1) To operate a Frequency Modulation community broadcasting station; (2) To encourage members of the community in the Cairns region to become members of the ssociation and to participate in the operations of the Association in accordance with its Rules; (3) To encourage and foster the appreciation of broadcast music, comedy, drama and literature and the participation of the community in such programming; (4) To prepare general education material, current affairs programmes relating to community and regional interests, environmental education, family education and ethnic programmes, and such programmes as the management committee shall determine; (5) To encourage and foster cultural life in Cairns by promoting concerts, lecturing, educational and other activities relating to music and fine arts; (6) To prepare programmes for broadcasting or television and to enter into agreements for the preparation or provision of such programmes or for their sale; (7) To publish and distribute or cause to be published and distributed material relating to broadcasting and music including tapes and records to provide technical and other assistance (including financial assistance) or broadcasting, whether it be public, commercial or otherwise. PART 3 POWERS 3.1 The powers of the Association are: (1) To amalgamate with any one or more incorporated associations, subscribe to, become a member of and cooperate with any other association, club or organisation, whether incorporated or not, whose objects are altogether or in part similar provided their rules also prohibit the distribution of income and property among members to an extent at least as great as that imposed on the Association under or by virtue of rule 29(10); Page 1
(2) To buy, sell and deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Association or persons frequenting the Association s premises from time to time; (3) To purchase, take on, lease or in exchange, hire and otherwise acquire any land, buildings, easements or property, real and personal, and any rights or privileges in furtherance of the objects of the Association;. (4) To enter into any arrangements with any government or authority that is conducive to the attainment of the objects and the exercise of the powers of the Association; (5) To obtain from any such government or authority any rights, privileges and concessions which the Association think desirable; and to carry out, exercise and comply with any arrangements, rights, privileges and concessions; (6) To remunerate any person or body corporate for services rendered, or to be rendered, whether by way of brokerage or otherwise; (7) To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purpose of the Association; (8) To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which are calculated directly or indirectly to advance the Association s interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control of such works; (9) To invest and deal with the money of the Association not immediately required in such manner as may from time to time be thought fit; (10) To take, or otherwise acquire, and hold shares, debentures or other securities of any company or body corporate; (11) To lend and advance money or give credit to any person or body corporate; to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations ; (12) To borrow or raise money either alone or jointly with any other person or legal entity in such manner as may be thought fit and to secure any monies and further advances borrowed alone or with others by notes secured or unsecured, debentures or debenture stock perpetual or otherwise, or by mortgage, charge, lien or other security upon the whole or any part of the incorporated association s property or assets present or future and to purchase, redeem or payoff any such securities; (13) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments; (14) To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association; Page 2
(15) To take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Association s property of whatsoever kind sold by the Association, or any money due to the Association from purchasers and others; (16) To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Association; (17) To take any lawful steps to obtain contributions to the Association in the shape of donations, annual subscriptions or otherwise; (18) To print and publish any newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects; (19) To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the incorporated associations with which the Association is authorised to amalgamate; (20) To transfer all or any part of the property, assets, liabilities and engagements of the Association to any one or more of the incorporated associations with which the Association is authorised to amalgamate; (21) To make donations for charitable or community purposes; (22) To do all such other things as are incidental or conducive to achieving the objects of the Association. PART 4 CLASSES OF MEMBERS 4.1 The membership of the Association shall consist of ordinary members only, being members of the community who support the objects of the Association and who may wish to participate in the operations of the Association and the selection and provision of programs under the Association s radio station licence. 4.2 The number of members shall be unlimited. PART 5 MEMBERSHIP 5.1 Each application for membership shall be made in writing, signed by the applicant and shall be in such form as the Management Committee from time to time prescribes. 5.2 The Management Committee shall ensure that applications for membership are made available to prspective members at the Association s office and cause the application form to be published on the Association s website. PART 6 MEMBERSHIP FEES 6.1 The membership fees shall: Page 3
(1) be determined by the Management Committee from time to time at any Management Committee meeting (2) be payable at such time and in such manner as the Management Committee determines. PART 7 ADMISSION AND REJECTION OF MEMBERS 7.1 After receiving any application and accompanying fee for membership the Management Committee at its next meeting must consider the application and either accept it or reject it. 7.2 An application will be accepted if it receives a majority of votes from members of the Management Committee who are present at the Management Committee meeting. 7.3 The Management Committee must give notice in writing to the applicant of acceptance or rejection of his or her application. 7.4 If an application is rejected, the Management Committee must advise the unsuccessful applicant of the number of votes for and against his or her application for membership and those members of the Management Committee who voted against acceptance must disclose the reason or reasons why they voted as they did. 7.5 For the avoidance of doubt, the Management Committee must encourage members of the community in the Cairns region to become members of the Association and to participate in the operations of the Association, but nothing in these Rules shall oblige the Management Committee to accept an application for membership from a person whom they consider, on reasonable grounds, is likely to disrupt the orderly management of the Association s operations or who is likely to conduct himself or herself in a manner which is injurious or prejudicial to the Association. PART 8 TERMINATION OF MEMBERSHIP 8.1 A member may resign from the Association at any time by giving notice in writing to the secretary. The resignation will be effective from the time it is received unless a later date is specified in the notice in which case it will take effect on that later date. 8.2 If a member: (a) is convicted of an offence of dishonesty or an indictable offence; or (b) is declared bankrupt or fails to disclose that he or she is or has been bankrupt; or (c) fails to comply with the Association s Rules; or (d) conducts himself or herself in a disruptive manner or in a manner considered to be injurious or prejudicial to the character or interests of the Association the Management Committee may terminate his or her membership. Page 4
8.3 A member whose yearly subscription remains outstanding as at 1st September of the year that subscription is due may have his or her membership terminated. 8.4 A members who has not paid his or her annual subscriptions by 1st July of the year that the subscription is due shall not be permitted to present programmes on air unless aceptable arrangements for payment are made with the Management Committee. PART 9 APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP 9.1 A person whose application for membership has been rejected or terminated may within one month of receiving notice of the rejection or termination lodge with the Association written notice of his or her intention to appeal. 9.2 Upon receipt of notice of an intention to appeal the Management Committee must, within three months of the date of its receipt of the notice, convene a Management Committee meeting to determine the appeal. 9.3 The appellant shall be afforded a full and fair opportunity to present the appellant s case and the appellant shall be entitled to be represented by a lawyer or any other person of his or her choice. The appeal will be decided by a majority of votes of the Management Committee. 9.4 The secretary refund any fee paid by a person where an application for membership has been rejected, an appeal is unsuccessful, or an appeal from a decision is not made within the time prescribed by these Rules. PART 10 REGISTER OF MEMBERS 10.1 The Management Committee shall cause a Register to be kept with the names and addresses of all persons admitted to membership of the Association and the dates of their admission. 10.2 Particulars of resignations, terminations of membership shall be entered into the Register, together with any further particulars as the Management Committee shall require from time to time. 10.3 The Register may be inspected in accordance with section 18 of the Associations Incorporations Act 1981. PART 11 MEMBERSHIP OF MANAGEMENT COMMITTEE 11.1 The Management Committee, all of whom must be financial members of the Association, shall consist of a Chairman, Vice Chairman, Secretary and Treasurer, and such number of ordinary committee members as the members of the Association at any general meeting may from time to time elect or appoint, but no more than five. Page 5
11.2 At the annual general meeting of the Association the election of replacements for the retiring office bearers and ordinary committee memebers shall take place. 11.3 Office bearers and ordinary committee members who retire from office shall be eligible for re election. 11.4 As soon may after the Management Committee first meets, and after each first meeting of the Management Committee following a dissolution thereof, of the Management Committee, the members shall be divided into two classes, as nearly equal in number as practical; and the places of the members of the first class shall become vacant at the expiration of one year, and the members of the second class, at the expiration of two years, from the beginning of their term of service; and afterwards the places of the members shall become vacant at the expiration of two years from the beginning of their terms of service. 11.5 The election of officer bearers and other members of the Management Committee will take place in the following manner: (1) Any two financial members of the Association may nominate any financial member to serve as an officer or other member of the Management Committee. (2) The nomination, must be in writing, signed by the member, proposer and seconder and shall be lodged with the secretary at least fourteen days before the annual general meeting. (3) A list of the candidate s names in alphabetical order, with the proposer s name and seconder s name, will be posted in a conspicuous place in the Association s office for at least seven days immediately preceding the annual general meeting and the list shall be posted on the Association s web site. (4) Balloting lists will be prepared containing the names of candidates in alphabetical order, and each financial member present at the annual general meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies. (5) If at the commencement of the meeting, there are an insufficient number of candidates nominated; nominations may be taken from the floor of the meeting. (6) Any member of the Management Committee may resign from membership of the Management Committee at any time by giving notice in writing to the secretary; and the resignation shall take effect at the time the notice is received by the secretary unless a later date is specified in the notice when it will take effect on that later date. 11.6 A member will be deemed by the Management Committee to have resigned from office if the member is absent from meetings of the Management Committee on four consecutive occasions without offering a reasonable excuse for the non attendance. 11.7 A member of the Management Committee may be removed from office at a Management Committee meeting. 11.8 If it is proposed to remove a member of the Management Committee from office, that member must be given the opportunity to be heard. Page 6
11.9 A decision to remove a member of the Management Committee must be decided by a majority vote of the committee members present at the Management Committee meeting. PART 12 VACANCIES ON MANAGEMENT COMMITTEE 12.1 The Management Committee will have power at any time to appoint any financial member of the Association to fill any casual vacancy on the Management Committee until the next annual general meeting. 12.2 Notwithstanding any casual vacancy, the remaining members of the Management Committee members may continue to act, provided there is a quorum as defined in Rule 14.3. If there is no quorum, the remaining members may act for the purpose of increasing the number of members of the Management Committee to form a quorum. PART 13 FUNCTIONS AND POWERS OF THE MANAGEMENT COMMITTEE 13.1 Except as otherwise provided for in these Rules and subject to the resolutions of the members of the ssociation carried at any general meeting, the Management Committee shall: (1) have the general control and management of the administration of the affairs, property and funds of the Association; and (2) have authority to engage contractors and employees of the Association, and nothing in these Rules shall be interpreted as limiting the authority of the Management Committee to employ any member of the Association in any capacity, or engage any member as a contractor, consultant, or manager, notwithstanding the member being an office bearer or ordinary committee member; and (3) have authority to interpret the meaning of these Rules and any matter relating to the Association on which these Rules are silent. 13.2 The Management Committee may exercise all the powers of the Association: (1) to borrow or raise or secure the payment of money in such manner as the members of the Management Committee may think fit and secure the same or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Association in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the Association s property, both present and future, and to purchase, redeem or pay off any such securities; (2) to borrow money from members at a rate of interest not exceeding interest at the rate for the time being equivalent to 2% above the cash rate determined and published by the Reserve Bank of Australia from time to time, and to mortgage or charge its property or any other securities, whether outright or as security for any debt, liability or obligation of the Association, and to provide and pay off any such securities; and (3) to invest in such manner as the Management Committee may from time to time determine. Page 7
PART 14 MEETINGS OF MANAGEMENT COMMITTEE 14.1 The Management Committee shall meet at least once every calendar month 14.2 The Secretary must convene a special meeting of the Management Committee upon receipt of a written request signed by not less than one third of the Management Committee that must state the nature of the business to be discussed. 14.3 At every meeting of the Management Committee a simple majority of members equal to the number of members elected and/or appointed to the Management Committee as at the close of the last general meeting of the members, shall constitute a quorum. (1) The Management Committee may meet together and regulate proceedings as it thinks fit provided that questions arising at any meeting of the Management Committee shall be decided by a majority of votes and, in the case of equality of votes, the question shall be deemed to be decided in the negative. (2) A member of the Management Committee shall not vote in respect of any contract or proposed contract with the Association in which he or she has a direct or indirect interest. (3) Not less than fourteen days notice must be given by the Secretary to the members of the Management Committee of any special meeting of the Management Committee, and such notice shall clearly state the nature of the business to be discussed. (4) The Chairman will chair meetings of the Management Committee; but if there is no Chairpman, or if the Chairpman is not present within ten minutes after the time appointed for holding the meeting, the Vice Chairman may take the Chair; but if the Vice Chairman is not present, the members may choose one of their numbers to chair the meeting. (5) A meeting convened upon the request of the Management Committee will lapse if no quorum is present within half an hour from the time appointed for the meeting to commencement. 14.4 In any other case the meeting will be adjourned to the same day, in the next week at the same time and place unless the Management Committee notifies otherwise; and the meeting will lapse if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting. Page 8
PART 15 DELEGATION OF POWERS 15.1 The Management Committee may delegate any of its powers to a subcommittee consisting of such financial members of the Association as the Management Committee thinks fit. 15.2 Sub committees must conform with any conditions imposed on them by the Management Committee. (1) A sub committee may elect one of its members to chair its meetings; but if a chairman is not elected or is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to chair the meeting. (2) A sub committee may meet and adjourn any meeting as it thinks fit. (3) Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be deemed to be decided in the negative. (4) All acts done by any meeting of the Management Committee or of any sub committee or by any person acting as a member of the Management Committee, whether valid or not, may be ratified by the Management Committee at their next meeting. 15.3 A resolution in writing signed by all members of the Management Committee shall be as valid and effectual as if it had been passed at a meeting of the Management Committee; and any such resolution may consist of several documents in like form, each signed by one or more members of the Management Committee. PART 16 ANNUAL GENERAL MEETING AND GENERAL MEETINGS 16.1 The annual general meeting shall be held within three months of the close of the Financial Year. 16.2 The business to be transacted at every annual general meeting shall be: (1) the receiving of the Management Committee s report and the statement of income and expenditure, assets and liabilities and mortgages, charges and securities affecting the property of the association for the preceding financial year; (2) the receiving of the auditor s report upon the books and accounts for the preceding financial year; (3) the election of members of the Management Committee; and (4) for the appointment of an auditor. Special Meetings 16.3 The Secretary shall convene a special general meeting: (1) when directed to do so by the Management Committee; or Page 9
(2) on the receipt of a requisition in writing signed by not less then one third of the members on the Management Committee or not less than one third of the number of ordinary members of the Association. (3) A requisition must clearly state the reasons why a special general meeting is being convened and the nature of the business to be transacted thereat. 16.4 At any general meeting the number of members required to constitute a quorum shall be double the number of members presently on the Management Committee plus one. 16.5 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. 16.6 If within half an hour from the time appointed for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisition of members of the Management Committee or the Association, shall lapse; and in any other case it will stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Management Committee may determine; and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum. 16.7 The Chairman may, with the consent of members of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. General Meetings 16.8 The Secretary shall convene all general meetings of the Association by giving not less than 14 days notice of any such meeting to the members of the Association. 16.9 The manner by which such notice shall be given shall be determined by the Management Committee, however, the notice must be published on the Association s web site. 16.10 Notice of a general meeting shall clearly state the nature of the business to de discussed. 16.11 At every general meeting : (1) the Chairman shall preside, or if there is no Chairman, or if he or she is not present within ten minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice Chairman shall be the Chairman or if the Vice Chairman is not present or is unwilling to act then the members present shall elect one of their number to chair the meeting. (2) the Chairman shall maintain order and conduct the meeting in a proper and orderly manner; (3) every question, matter or resolution shall be decided by a majority of votes of the financial members present; Page 10
(4) every financial member present shall be entitled to one vote and in the case of an equality of votes the Chairman shall have a second or casting vote; (5) voting shall be by show of hands or secret ballot; and the Chairman shall appoint two financial members to conduct the ballot in such manner as the Chairman shall determine and the result of the ballot as declared by the Chairman shall be deemed to be the resolution of the meeting; (6) the Secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every Management Committee meeting and general meeting to be entered in a book to be open for inspection at all reasonable times by any financial member who previously applies to the Management Committee for inspection. (7) the minutes of every general meeting and every Management Committee meeting must be signed by the Chairman verifying their accuracy. 16.12 A financial member may vote in person or by absentee voting, whereby the method of absentee voting shall be preferential. 16.13 The preferential voting system shall be determined by the Management Committee. 16.14 All financial members have one vote. Absentee votes must be received by the commencement of the annual general meeting. 16.15 Absentee votes shall be opened and counted at the same time as votes cast by members present at the annual general meeting. PART 17 BY LAWS 17.1 The Management Committee may from time to time make, amend or repeal by laws, not inconsistent with the Rules; and any by law may be repealed by the members in general meeting. PART 18 ALTERATION TO RULES 18.1 Subject to the provisions of the Association Incorporation Act 1981, these Rules may be amended, rescinded, replaced or added to from time to time by a special resolution carried at any general meeting. Subject to the provisions of the Association Incorporation Act 1981, these Rules may be amended, rescinded, replaced or added to from time to time by a special resolution carried at any general meeting. Page 11
PART 19 COMMON SEAL 19.1 The Management Committee shall provide for a Common Seal and for its safe custody. 19.2 The Common Seal must only be used by the authority of the Management Committee and every instrument to which the seal is affixed must be signed by a member of the Management Committee or by some other person appointed by the Management Committee. PART 20 FUNDS AND ACCOUNTS 20.1 The funds of the Association shall be banked in the name of the Association in such bank as the Management Committee may from time to time direct. (1) Proper books and accounts shall be kept and maintained either in written or printed form in the English language showing correctly the financial affairs of the Association. (2) All money must be banked as soon as practicable after received. (3) All amounts of $100.00 and over shall be paid by cheque signed by any two of the Chairman, Secretary, Treasurer or other member of the Association authorised in writing by the Management Committee from time to time. (4) Cheques must be crossed not negotiable except those in payment of wages, allowances or petty cash recoupment which may be open. (5) The Management Committee will determine the amount of petty cash which shall be kept on the imprest system. (6) All expenditure will be approved or ratified at a Management Committee meeting. (7) As soon as practicable after the end of each financial year the treasurer shall cause to be prepared a statement containing particulars of (a) the income and expenditure for the financial year just ended; and (b) the assets and liabilities and all mortgages, charges and securities affecting the property of the Association at the close of that year. (8) All such statements must be examined by the auditor who shall present his report on the audit to the secretary prior to the next annual general meeting following the financial year in which the audit was made. (9) The income and property of the Association will be applied solely in promotion of its objects and in the exercise of its powers and no portion thereof will be distributed by way of profit to or amongst the Association s members: Notwithstanding, nothing shall prevent payment in good faith of: Page 12
(a) interest to any member of any money advanced by the member to the Association or otherwise owing by the Association to the member; (b) remuneration to employees or servants of the Association in return for any services actually rendered to the Association; (c) remuneration to any member of the Association for any services actually rendered to the Association which, by agreement with the Management Committee, do not come within the terms of volunteer work. Nothing herein shall be construed so as to prevent the payment or repayment to any member of authorised out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Association, or reasonable and proper rent for premises demised or let to the Association. PART 21 DOCUMENTS 21.1 The Management Committee shall provide for the safe custody of books, documents, instruments of title and securities of the Association. PART 22 FINANCIAL YEAR 22.1 The financial year of the Association shall close on 30th day of June each year. PART 23 DISSOLUTION OF THE ASSOCIATION 23.1 If the Association is to be resolved, the dissolution will be in accordance with the provisions of the Associations Incorporation Act 1981. 23.2 If there remains, after satisfaction of all debts and liabilities, any property or money then it shall be given or transferred to a charity or charities specified at the time by agreement of the Management Committee an/or receivers. PART 24 CODE OF PRACTICE 24.1 The Management Committee or appointed representatives are responsible for upholding the Association s Code of Practice as defined by the Management Committee, acting upon guidelines defined by community radio requirements and licensing obligations of the Australian Communications and Media Authority. (1) The Management Committee shall be responsible for upholding and enforcing programming decisions and standards of presentation in accordance with the station s Code of Practice. (2) Decisions regarding programming and presentations of broadcasts made by the Management Committee must be made in the best interests of the Association. Page 13