TRIBE FM INCORPORATED
Incorporation no A39934
CONSTITUTION
1 NAME
The name of the Association shall be “Tribe FM” (hereinafter referred to as “the Association”).
2 REGISTERED OFFICE
The registered office of the Association shall, unless otherwise determined by the Board, be at PO Box 810, Willunga 5172, in the State of South Australia.
3 DEFINITION OF TERMS
In this Constitution unless the context otherwise requires:-
(a) words importing the singular number only shall include the plural number. Words importing the plural number only shall include the singular number.
(b) “The Association” means Tribe FM.
(c) “The Board” means the Board of Management or committee of the said Association Tribe FM.
(d) “Member” means an individual who has become a member of the Association.
(e) “Groups” means such organisations and associations as are formed and recognised in the community and shall not be any sub-division or part thereof.
(f) “Rules” means such regulations, rules and by-laws as are not contained in this constitution.
4 OBJECTS OF THE ASSOCIATION
The objects of the Association are:-
(a) To assist, arrange and make available public broadcasting facilities in accordance with the code of ethics of the Broadcasting Act for persons, community groups, organisations in the Willunga basin, Aldinga Bay and surrounding districts.
(b) To apply for, obtain and maintain a broadcasting licence for the purpose of conducting a community public radio station in the Willunga basin, Aldinga Bay area.
(c) Through the conduct of this service to encourage and promote music, literature, art information and education for the benefit of the community in the Willunga Basin, Aldinga Bay and the surrounding districts.
(d) To develop community awareness and social understanding by the provision of access to individuals, community organisations, Government departments and statutory bodies who are able to provide such information and education.
(e) To teach, train, educate and provide services for the training of any persons involved in the preparation and broadcasting of programs.
(f) To operate broadcast studios for the purpose of preparing and broadcasting radio programs by person, community groups and organisations in the Willunga basin, Aldinga Bay and the surrounding districts.
(g) To ensure that staff and volunteers of Tribe FM work in a safe and stimulating environment
(h) To ensure that the management of the station is professional and financially responsible
(i) To ensure that we acknowledge Indigenous heritage at all times and find opportunities to involve Indigenous people & communities in our activities
(j) To ensure that we provide accessibility for all while specifically engaging local youth, people on low incomes, older people and people with disabilities
(k) To ensure that the station practices sustainable energy use & environmental guardianship
(l) To provide meaningful educational opportunities
(m) To do all such other acts and things as are or may be incidental or conducive to the attainment or furtherance of any objects, or the exercise of any of the powers of the Association including associating or affiliating with other kindred bodies.
5 POWER TO ACQUIRE PROPERTY
The Association shall have the power:-
(a) To purchase, take on lease or otherwise acquire for the purpose of attaining its objects any real or personal property and in particular any land, buildings, furniture, recording and transmission equipment and any other apparatus at any time deemed necessary by the Association.
(b) To invest determined amounts of moneys of the Association upon such security or otherwise in such manner as may from time to time be determined by the Board.
(c) To take out or acquire money on a loan, overdraft or mortgage for the purpose of making improvements or additions to the Association assets.
(d) None of the real property of the Association shall be sold or disposed of unless a two-thirds majority of members present and entitled to vote at any Annual General Meeting or Extraordinary General Meeting of the Association shall resolve that -
(i) the property in question is surplus to its needs and
(ii) that the arrangements proposed for the sale of such property are proper.
6 OTHER POWERS
The Association shall in addition to the powers from time to time prescribed by the law have power to do such of the following things as are incidental to the attainment of its objects:-
(a) To provide technical or other assistance for broadcasting and to employ any suitable person or persons for such purposes.
(b) To provide and maintain buildings, property and grounds for the benefit of its members.
(c) To receive money by subscription, gift, grant, loan, debenture or bequest for the attainment of its objects.
(d) To undertake printing, advertising or publication of the activities, programs or objects of the Association.
7 SURPLUS DISTRIBUTION
(a) The Association shall not be carried on for the purpose of profit or gain to its members and is prohibited from undertaking any activity which will secure pecuniary profit whether directly or indirectly to its members and from making any distribution whether in money or property or otherwise to its members or relatives of members.
(b) Any surplus money resulting from the Associations operations during a financial year after providing for depreciation in value of the Associations real and personal property or for contingent liability for loss shall be applied to carrying out the Associations objects.
8 COMMON SEAL
The common seal of the Association shall:-
(a) Be kept by the Secretary or such person as shall from time to time be authorised by the Board of Management.
(b) Not be affixed to any instrument or document except by authority of a resolution of the Board of Management and in the presence of the Chairperson and the Secretary or such other persons as the Board may appoint for the purpose.
(c) Be affixed as aforesaid to any document authorised as aforesaid:
Provided that the person or persons in whose presence it is affixed shall personally sign such document.
9 MEMBERSHIP IN THE ASSOCIATION
Any person who supports the objects of the association and agrees to be bound by its rules and who applies for membership of the association shall be eligible to become a member. The application shall be made on the application form (see Appendix 1), and signed by the applicant. Upon the payment of the first annual subscription, the applicant shall be a member of the association. Upon receipt of that application form and membership fee the Secretary shall enter the applicant’s name in the register of members.
Membership in the Association shall be divided into three sections:-
(a) Individual Members
Individual having an interest in the objects of the Association may apply to the Management of the Station for membership.
(b) Group Members
Community organisations, Government departments, statutory bodies, groups and clubs of special interest may apply to the Management or the Station for Group membership.
(c) Family Members
Any individual or couple with children up to the age of eighteen may apply to the Management of the Station for Family membership.
10 MEMBERSHIP FEES AND RESPONSIBILITIES
(a) The annual membership fees shall be fixed annually at the Annual General Meeting of the Association and shall be payable by each and every member on a year to year basis.
(b) Membership shall be deemed to commence from the date the membership is paid.
(c) Membership fees for a renewal of membership shall be due and payable by all members of the association after the date of expiry of a current membership and within 31 days of that date.
(d) Unless determined otherwise by the Board of Management should any person cease to be a member of the Association for any reason whatsoever he/she shall not be entitled to the return of his/her membership subscription or any portion thereof.
(e) Each group member shall be entitled to be represented at all general meetings of the Association by one delegated representative. The delegated representative shall be entitled to speak and vote at such meetings.
(f) Each group member shall within 31 days of commencement of membership in the Association inform the Secretary in writing of the name and address of its delegated representatives.
(g) The delegated representative shall represent his or her group member until such time as the group member advises the Secretary in writing of any change of delegate and the name and address of newly appointed delegated representative.
(h) The cost of Family membership shall be equivalent to the membership cost of the number of adults in the Family, discounted at a rate to be set by the AGM. Voting rights shall be equivalent to the number of adults in the family.
11 TERMINATION OF MEMBERSHIP
Membership in the Association shall continue until determined in any of the following ways:-
(a) By any individual or group member giving notice in writing of his or her intention to resign from the Association.
(b) By the non-payment of the annual membership fee fixed at the Annual General Meeting within the time prescribed by the Board or within such further time as the Board may from time to time allow.
(c) By any group member going into liquidation or becoming defunct.
(d) By the death of any individual member.
(e) By the expulsion of any individual or group member by the Board on the grounds that such member has failed to fulfill his or her obligations to the Association or that he or she has been guilty of conduct detrimental to the Association. Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the association. Should such a situation arise the following procedure will be followed:
i) Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determined.
ii) The determination of the committee shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 5.4d below), cease to be a member 14 days after the committee has communicated its determination to the member.
iii) It shall be open to a member to appeal to the association in general meeting against the expulsion. The intention to appeal shall be communicated to the secretary or public officer of the association within 14 days after the determination of the committee has been communicated to the member.
iv) In the event of an appeal under 5.4e above, the appellant's membership of the association shall not be terminated unless the determination of the committee to expel the member is upheld by the members of the association in general meeting after the appellant has been heard by the members of the association, and in such event membership will be terminated at the date of the general meeting at which the determination of the committee is upheld.
12 FINANCIAL YEAR
The financial year shall be from the first day of July in any year to the thirtieth day of June of the following year.
13 ANNUAL GENERAL MEETING
(a) The Board shall call an Annual General Meeting in accordance with the Act and these rules.
(b) The first Annual General Meeting shall be held within 12 months after the incorporation of the association, and thereafter within five months after the end of the financial year.
(c) The Annual General Meeting may make recommendations regarding the business and affairs of the Association to the Board.
(d) The agenda of the Annual General Meeting shall be:-
(i) To receive the annual report from its Chairperson or in his or her absence the Vice Chairperson.
(ii) To receive annual reports of all the Association's sub-committees.
(iii) To receive the annual financial statements and balance sheets.
(iv) To elect members to the Board in accordance with the provisions of Clause 15 hereof.
(v) To discuss, consider and decide upon any motion of which prior notice has been given in accordance with this Constitution.
(vi) To appoint a person or persons to any special office which may from time to time be created by the Board.
(vii) To discuss and if thought fit to resolve any further business or matter relating to the operations of the Association, if agreed by a simple majority of the meeting at that time.
(viii) To appoint an auditor for the ensuing year.
(f) Thirty five percent from the current financial membership or 20 members, which
ever is the lesser, will constitute a quorum. For the purposes of this sub-clause each delegated representative shall deemed to be a member.
(g) No item of business shall be transacted at the Annual General Meeting unless a quorum of members is present at the time when the meeting is discussing that item.
(h) The Chairperson of the Board shall preside as Chairperson of the Annual General Meeting.
(i) The Chairperson shall have a deliberative as well as a casting vote. If a quorum is not present at the Annual General Meeting another meeting shall be held within 14 days upon the giving of 7 clear days notice.
(j) If a quorum is not present at the second meeting a third meeting shall be held within 14 days upon the giving of 7 clear days notice and those present at this meeting shall constitute a quorum.
(k) A member shall be entitled to appoint in writing a natural person who is also a member of the association to be their proxy, and attend and vote at any general or extraordinary meeting of the association.
14 POWERS AND DUTIES OF THE BOARD OF MANAGEMENT
(a) The affairs of the association shall be managed and controlled by a Board which in addition to any powers and authorities conferred by these rules may exercise all such powers and do all such things as are within the objects of the association, and are not by the Act or by these rules required to be done by the association in general meeting.
(b) The Board has the management and control of the funds and other property of the association.
(c) The Board shall have the authority to interpret the meaning of these rules and any other matter relating to the affairs of the association on which these rules are silent.
15 APPOINTMENT OF THE BOARD OF MANAGEMENT
(a) There shall be an elected Board of up to eight as provided for hereunder, all of whom shall be adult members of the Association
(b) If a delegated representative shall be appointed to the Board he or she shall be entitled to speak and vote as if a full member at all meetings and proceedings.
(c) The Station Manager shall be a delegated non-voting ninth member of the Board.
(d) With the exception of the Station Manager, the Board shall be elected for a two-year period with half of the Board members to retire each year. Where more than half of the members are elected in one year, the first five members elected shall hold office for two years and the remainder shall hold office for one year.
(e) Retiring members of the Board shall be eligible for re-election.
(f) Nominations for appointments to the Board shall be made in writing to the Secretary up to one day prior to the Annual General Meeting.
16 VACANCIES ON THE BOARD OF MANAGEMENT
(a) Casual vacancies occurring on the Board shall be filled by the Board after a period of one month. Persons so appointed shall hold office until the following Annual General Meeting.
(b) The appointment of any person to the Board shall be terminated on the happening of any of the following:-
(i) is certified mentally defective;
(ii) tenders a letter of resignation to the Board;
(iii) death;
(iv) is absent from three consecutive meetings of the Board without special leave having been granted by the Board.
(v) upon the passing of a motion of no confidence in the person holding such office by the membership at any general meeting.
17 PROCEEDINGS OF THE BOARD OF MANAGEMENT
(a) The Board shall meet whenever necessary for the conduct of the business and affairs of the Association. Provided however that a meeting of the Board shall be held at least once in each month.
(b) Subject to the constitution the Board shall have power to adjourn and otherwise regulate its meetings as it deems fit.
(c) The quorum for any meeting of the Board shall be five. If a quorum is not present for a Board meeting within half an hour of the appointed time of the meeting it shall be adjourned for not more than fourteen days to a date to be fixed by the Secretary. Not less than three days notice of time and place of the adjourned meeting shall be given to all members of the Board.
(d) The Chairperson shall have a deliberative as well as a casting vote.
(e)
(i) The Board shall have power to delegate any of its powers to a sub-committee or special officers to deal with any particular matter or matters, and upon such terms as the Board may think fit. The Chairperson & Secretary shall be ex-officio members of all sub-committees.
(ii) Sub-committees shall:-
(1) Elect their own chairperson from one of their members, and shall keep minutes and records of their proceedings and deliver them to the Board if called upon.
(2) Exist until such time as the Board determines.
(iii) Members of all such committees must be financial members of the Association.
(f) Subject to the provisions of Clause 13 hereof the Board shall determine the time and place of each Annual General Meeting and any Extraordinary General Meeting of the Association.
(g) At least 21 days before the Annual General Meeting or any Extraordinary General Meeting of the Association public notice of such meeting shall be given by the Secretary and the Agenda shall be stated on the notice of such meeting.
(h) All acts or decisions done or made by any meeting of the Board or any member thereof shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of such member or all or any members of the Board, be as valid and effective as if they had all been properly appointed unless it is proved that the appointment was made in fraud or bad faith.
(i) The Board shall represent the Association in affairs external to the Association and shall deal with such affairs as it deems fit.
(j) The Board shall develop and advance the interests of the Association generally as it deems fit or as directed by the Annual General Meeting of the Association and generally ensure that the business and affairs of the Association are conducted in accordance with this Constitution and the desired policy of the Annual General Meeting of the Association.
18 OFFICERS
The election of office bearers shall take place at the Annual General Meeting of the Association. Each office bearer shall subject to termination of office by resignation or otherwise hold office until his or her successor is appointed at the expiration of his or her term of office.
(a) The Chairperson
The Chairperson shall be a duly elected member of the Board of Management and shall be the Chairperson of all meetings of the Board and also of the Annual General Meeting or any Extraordinary General Meeting of the Association. The Chairperson shall sign Minutes of such meetings as being a true and correct record and shall be signatory to the Associations banking account.
(b) The Vice Chairperson shall be a duly elected member of the Board of Management and shall execute the duties of the Chairperson in his or her absence.
(c) The Secretary
The Station Manager, as delegated member of the Board, shall be eligible for election as Secretary.
The Secretary shall attend to the correspondence at the direction of the Board and shall execute the ordinary administrative decisions of the Board. The Secretary shall take and keep in an orderly manner the Minutes of all meetings of the Board and all General Meetings of the Association.
(d) The Treasurer
The Treasurer shall keep the Associations accounts and present a financial statement at every meeting of the Board and Annual General Meeting of the Association. The Treasurer shall make the books and records available for inspection to any member in the presence of any Board member. The Treasurer shall pay the Associations debts by cheque only after the accounts for such debts have been passed for payment by the Board. At the end of each financial year the Treasurer shall have the Associations books and records audited by the appointed auditor. The Treasurer may be appointed by the Board as an additional (non-voting) member.
(e) The Public Officer
The Board shall appoint a public officer as required by the Act. (Notice of appointment and any change in the identity or address of the public officer, is to be lodged within one month after the change (Form 10) with the Office of Consumer and Business Affairs, Corporate Affairs and Compliance Branch, Ground Floor, Chesser House, 91-97 Grenfell St, Adelaide 5000; GPO Box 1407, Adelaide 5001.
19 NOTICE OF BOARD MINUTES
Each member of the Board shall be given at least three clear days notice of each intended Board Meeting provided that when the meetings are held on a regular basis such notice of meeting may be varied.
20 BANKING
(a) The Board shall open a banking account or accounts in the name of the Association into which all monies received shall be paid.
(b) All cheques drawn on such accounts and all draft bills of exchange, promissory notes and other negotiable papers for and on behalf of the Association shall be signed by two persons authorised by the Board to do so.
21 CUSTODY OF BOOKS AND DOCUMENTS
All books and accounts, securities, documents and papers of the Association shall be kept at the registered office of the Association in such manner and with such provision for their security as the Board shall direct.
22 EXTRAORDINARY GENERAL MEETING
(a) The Secretary shall call an Extraordinary General Meeting of the Association whenever so directed by the Board or upon receipt of a request in writing from at least twenty individual or group members of the Association and such a request shall contain the reason for such meeting.
(b) The Board of Management on passing a resolution to call such Extraordinary General Meeting shall state in such resolution specifically the reason for such meeting and shall give notice of any motion desired to be put at such Extraordinary General Meeting.
(c) An Extraordinary General Meeting called pursuant to a request from members as aforesaid shall be held within 21 days of the date on which the Secretary receives such written request and the only business conducted at such Extraordinary General Meeting shall be that given as the reason for the calling of the Extraordinary General Meeting.
(d) Thirty five percent from the current financial membership or 20 members, which ever is the lesser, will constitute a quorum. For the purpose of this sub-clause each delegated representative shall be deemed to be a member.
23 NOTHING herein contained shall prevent the payment in good faith
(a) of remuneration to any officer or servant of the Association nor
(b) to any member of reasonable and proper rent for premises let by such member nor
(c) to any member of an honorarium.
24 AMENDMENTS
Subject to those matters herein specifically provided for this Constitution may be amended by resolution passed by a majority of two thirds of members present and voting at any General or Special General Meeting of the Association, provided that details of the proposed amendments are available in writing from the registered office of the Association at least twenty one days prior to the meeting.
25 RULES OF THE ASSOCIATION
Rules of the Association other than those referred to in this Constitution may be amended, repealed or added to by a simple majority of the Board and may be recommended by any General Meeting of the Association.
26 WINDING UP THE ASSOCIATION
The association can resolve to wind up by a special resolution. Special resolution of
an incorporated association means -
(a) where the rules of the association provide for the membership of the association - a resolution passed at a duly convened meeting of the members of the association if -
(i) at least 21 days written notice specifying the intention to propose the resolution as a special resolution has been given to all members of the association; and
(ii) it is passed at a meeting referred to in this paragraph by a majority of not less than three quarters of such members of the association as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at that meeting.
(b) No individual or group member by virtue of membership in the Association shall have or be entitled to any funds, property or assets of the Association.
(c) 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 associations or organisations having similar objectives as this Association as the Association in General Meeting shall determine.
27 RESOLUTION OF INTERNAL DISPUTES
Disputes between members (in their capacity as members) of the association, and disputes between members and the association, are to be handled according to the constitution and Code 6 of the Community Broadcasting Code of Practice.
Constitution
