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Constitution

CONSTITUTION OF 3NRG INCORPORATED

COMMUNITY RADIO  99.3 FM

Broadcasting as: SUNBURY RADIO 99.3 

  1. NAME: 

The name of the incorporated association is “3NRG INCORPORATED”  [in this document to be referred to as “the Association”], and it’s activities shall be governed by the Rules set out in this document.

  1. DEFINITIONS 
  1. In the Rules which follow, unless the contrary intention appears:  “Committee” means the Committee Of  Management of the Association.
    • “Financial Year” means the year ending on 30th June. 
    • “General Meeting” means a general meeting of the Members convened in accordance with Rule 10. 
    • “Member” means a natural person who, and/or organization which is a Financial Member of the Association. Also referred to as Member or Financial Member in these rules. 
    • “Ordinary Member of the Committee” means a Member of the Committee who is not an Officer of the Association under Rule 12[3]. “The Act” means the Associations Incorporation Act 1981. 
    • “The Regulations” means the regulations under The Act.   
  1. In these Rules, a reference to the Secretary of an Association is a reference: 
  1. where a person holds office under these Rules as Secretary of the Association-to that person; and 
  2. in any other case, to the Public Officer of the Association   
  1. Words or expressions contained in these Rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and the Act as in force from time to time. 

RULE 3.   MEMBERSHIP: 

  1. A person and/or organization who has applied and been approved for membership as provided in these rules is eligible to be a member of the Association on payment of the entrance fee and annual subscription payable under these rules. 

Rule 3.   Membership [continued]: 

  1. For an organisation to become a member, it must nominate it’s representative who will then only represent the said organisation and can only muster one vote at any meeting. Advice of a change of any organisation’s representative must be made to the Secretary in writing no later than seven (7) days prior to any meeting including the Annual general Meeting.  
  1. A person and/or organisation not a Member of the Association at the time of the incorporation (or who was a member at that time but has ceased to be a member) shall not be admitted to the membership: 
  1. unless an application has been lodged as provided in sub-clause (4); and 
  2. the admission as a member or organisation is approved by the committee. 
  1. An application of a person and/or organisation for membership of the Association: 
  1. shall be in writing in the form set out in Appendix 1 [as updated from time to time], and 
  2. shall be lodged with the Secretary of the Association. 
  1. As soon as practicable after receiving an application for membership the Secretary shall refer the application to the Committee. 
  1. Upon an application being referred to the Committee, the Committee shall determine whether to approve or reject an 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; or 
  1. it is required by law; or 
  1. the applicant has been convicted of an indictable offence; or 
  1. there are reasonable grounds to believe the applicant would not abide by the Community Broadcasting Code of Practice; or 
  1. there are reasonable grounds to believe that the applicant would pose a security risk to the members or premises of the Association. 
  1. Where the Committee resolves: 
  1. to approve a membership, the Secretary shall, as soon as practicable after the resolution, notify the applicant of that approval and request the applicant to pay within the period of 28 days after receipt by the applicant of the notification of the sum payable under these rules by a member of entrance fee and annual subscription. 
  1. to reject an application for membership, the applicant shall have the rights of reply and appeal under Rule 7A. 
  1. The Secretary shall: 
  1. on payment by the applicant of the amounts referred to in sub-clause (7a) within the period referred to in that clause, or 
  1. upon the resolution of the Committee to reject an application being overturned on reply or appeal and payment of the required entrance fee and annual subscription by the applicant,  enter the applicant’s name in the register of members and, upon the name being entered, the applicant becomes a member of the Association. 
  1. A right, privilege, or obligation of a person by reason of membership of the Association  
  1. is not capable of being transferred or transmitted to another person; and  
  1. terminates upon cessation of membership whether by death or resignation or otherwise. 

RULE 4.   ENTRANCE FEE AND ANNUAL SUBSCRIPTION: 

  1. The entrance fee will be set for:  (a) a natural person and;  (b) an organisation.  
  1. The annual subscription is payable for the period 1st day of July to 30th day of June each year for: 

  (a) a natural person and; (b) an organisation. 

  1. All such fees will be reviewed annually at the Annual General Meeting. 
  1. Membership fees paid entitle a Member to vote at the following Annual General Meeting. 
  1. Failure to pay the annual subscription by the due date would render the natural person/organisation unfinancial and thus unable to vote at any meeting of the Committee or the Annual General Meeting of the Association.   
  1. If a member becomes unfinancial for a period exceeding 90 days, then the membership would be deemed to be terminated and the Member’s name removed from the Register of Members. 
  1. Any annual subscription paid after the 90 days mentioned in sub-clause (5) will also require the payment of a new entrance fee. 

RULE 5.   REGISTER OF MEMBERS: 

The Secretary shall keep and maintain a Register of Members in which shall be entered the full name, address and date of entry on the name of each natural or organisation Member and his/her/it’s representative, and the Register shall be available for inspection by Members at the address of the Public Officer. 

RULE 6.   RESIGNATION OF A MEMBER: 

  1. A financial Member of the Association who has paid all monies due by him/her/it to the Association may resign from the Association by first giving one month’s notice in writing to the Secretary of his/her/it’s intention to resign and upon expiration of that period of notice, the Financial Member shall cease to be a Member of the Association.  
  1. Upon the expiration of a notice given under sub-clause (1), the Secretary shall make in the Register of Members an entry recording the date on which the Financial member by whom the notice was given, ceased to be a Member of the Association. 

RULE 7.   EXPULSION, SUSPENSION AND/OR FINING OF A MEMBER 

Subject to these rules, the Committee may by resolution: 

  1. expel a member from the Association; 
  1. suspend a member from membership of the Association for a specified period; or                         
  1. fine a member in accordance with the regulations if the member; 
  1. has refused or neglected to comply with these rules; 

    OR 

  1. has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association. 

RULE 7A.   RIGHT OF REPLY AND APPEAL FOR REJECTED APPLICANT AND DISCIPLINED MEMBERS: 

  1. A resolution of the Committee under Rule 7 or Rule 3 (7) (b) 
  1. does not take effect unless the Committee, at a meeting held not earlier than 14 days and not later than 28 days after serving on the rejected applicant or member of a notice under sub-clause 2,  confirms the resolution in accordance with this clause; and 
  1. where the rejected applicant or member exercises a right of appeal to the Association under this clause, does not take effect unless the Association confirms the resolution.   
  1. If the Committee passes a resolution under Rule 7 or Rule 3 (7) (b) the Secretary shall, as soon as practicable, cause to be served on the rejected applicant or member a notice in writing;  
  1. setting out the resolution of the Committee and the grounds on which it is based. 
  1. stating that the rejected applicant or member may address the Committee at a meeting to be held not earlier than 14 days and not later than 28 days after the service of notice. 
  1. stating the date, place and time of that meeting. 
  1. informing the rejected applicant or member that he or she may; 
  1. attend that meeting; 
  1. (ii)give to the committee before the date of that meeting a written statement seeking the revocation of the resolution; and 
  1. (iii)not later than 24 hours before the date of the meeting lodge with the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution. 
  1. At a meeting of the Committee held in accordance with sub-clause (1) the Committee: 
  1. shall give to the rejected applicant or member an opportunity to be  heard; 
  1. shall give due consideration to any written statement submitted by the      rejected applicant or member; and 
  1. shall by resolution determine whether to confirm or to revoke the  resolution. 
  1. If the Secretary receives a notice under sub-clause (2) he or she shall notify the committee and the committee shall convene a general meeting of the association to be held within twenty one days after the date on which the Secretary received the notice. 
  1. At a general meeting of the Association convened under sub-clause (4); 
  1. no business other than the question of the appeal shall be transacted; 
  1. the Committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution; 
  1. the rejected applicant or member shall be given an opportunity to be heard; and 
  1. the members present shall vote by secret ballot on the question whether  the resolution should be confirmed or revoked. 
  1. If at the general meeting; 
  1. two thirds of the members vote in person or by proxy in favour of the confirmation of the resolution, the resolution is confirmed; and 
  1. in any other case the resolution is revoked. 

RULE  7B.   DISPUTES AND MEDIATION: 

[1]      The grievance procedure set out in this rule applies to disputes under these Rules between – 

  1. a member and another member; or 
  1. a member and the Association     
  1. The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties. 
  1. If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator. 
  1. The mediator must be –  
  1. a person chosen by agreement between the parties; or 
  1. in the absence of agreement –     
  1. in the case of a dispute between a member and another member, a person appointed by the committee of the Association; or 
  1. in the case of a dispute between a member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria [Department of Justice]. 
  1. A member of the Association can be a mediator. 
  1. The mediator cannot be a member who is a party to the dispute. 
  1. The parties to the dispute must, in good faith, attempt to settle the dispute by mediation. 
  1. The mediator, in conducting the mediation, must –  
  1. give the parties to the mediation process every opportunity to be heard; and             
  1. allow due consideration by all parties of any written statement submitted by any party; and 
  1. ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.     
  1. The mediator must not determine the dispute. 
  1. If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law. 

RULE 8.   ANNUAL GENERAL MEETING: 

  1. The Association shall in each calendar year convene an Annual General Meeting of its Members. 
  1. The Annual General Meeting shall be held within two (2) months of the end of the financial Year. 
  1. The Annual General Meeting shall be specified as such in the notice convening it. 
  1. The ordinary business of the Annual General Meeting shall be: 
  1. to confirm the Minutes of the last preceding Annual General Meeting; 
  1. to receive from the Committee reports upon the transactions of the 

Association during the last preceding Financial Year; 

  1. to elect officers of the Association and the ordinary Members of the 

Committee; and 

  1. to receive and consider the statement submitted by the Association in accordance with Section 30 (3) of the Act. 
  1. The Annual General Meeting may transact special business of which notice is given in accordance with these Rules. 
  1. The Annual General Meeting shall be in addition to any other General Meetings which  may be held in the same year. 

RULE 9.   GENERAL MEETINGS AND SPECIAL GENERAL  

                  MEETINGS: 

  1. There shall be at least five General Meetings, other than the Annual General Meeting held each year; 
  1. unless otherwise determined, these shall be held in February, April, June, 

October and December; and 

  1. the function of the General Meeting shall be to provide information of issues or activities that affect the Association; receive reports from the Committee; and, discuss other business. 
  1. The Committee may, whenever it thinks fit, convene a Special General Meeting of the Association and, where, but for this sub-clause, more than 15 months would  

      lapse between Annual General Meetings, shall convene a Special General Meeting before the expiration of that period. 

  1. The Committee shall, on the requisition in writing of Members representing not less than 5% of the total number of Members, convene a Special General Meeting of the Association.  
  1. The requisition for a Special General Meeting shall state the objects of the meeting and shall be signed by the Members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one or more of the Members making the requisition. 
  1. If the Committee does not cause a Special General Meeting to be held one month after the date on which the requisition is sent to the address of the Secretary, the Members making the requisition, or any of them, may convene a Special General Meeting to be held not later than 2 months after that date. 
  1. A Special General Meeting convened by Members in pursuance of these Rules shall be convened in the same manner as nearly possible as that in which those meetings are convened by the Committee and all reasonable expenses incurred in convening the Meeting shall be refunded by the Association to the person/s incurring the expenses. 

RULE 10.   NOTICE OF SPECIAL GENERAL MEETINGS 

  1. The Secretary of the Association shall, at least 14 days before the date fixed to hold a Special General Meeting of the Association, cause to be sent to each Member of the Association at his/her/it‟s address appearing in the Register of Members, a notice by pre-paid post [or, if practical, to registered email addresses of members] stating the place, date and time of the meeting and the nature of the business to be transacted at the Meeting. 
  1. No business other than that set out in the notice convening the Special General Meeting shall be transacted at the Meeting. 
  1. A Member desiring to bring any business before a meeting may give notice of that business in writing to the Secretary, who shall include that business in that notice calling the next Special General Meeting after the receipt of the notice.  

RULE 11.   PROCEEDINGS AT MEETINGS: 

  1. All business that is transacted at a Special General Meeting and all business that is transacted at the Annual General Meeting with the exception of that specially referred to in these Rules as being ordinary business of the Annual General Meeting shall be deemed to be Special Business. 
  1. No item of business shall be transacted at the Special General Meeting unless a Quorum of Members entitled under these rules to vote is present during the time when the Meeting is considering that item. 
  1. Five (5) Members personally present (being members entitled under these Rules to vote at either a General or  Special General Meeting) constitute a Quorum for the transaction of the business of a General Meeting. 
  1. If within half an hour after the appointed time for the commencement of a Special General Meeting, a Quorum is not present, the Meeting if convened upon the requisition of Members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time of the adjournment or by written notice to Members given before the day to which the Meeting is adjourned) at the same place. If at the adjourned Meeting the Quorum is not present within half an hour after the time appointed for the commencement of the meeting, the Members present (being not less than 3) shall be a Quorum. 
  1. The President, or in his/her absence, the Vice-President, shall preside as Chairperson at each General or Special General Meeting of the Association. 
  1. If the President and the Vice-President are absent from any such Meeting, the Members present shall elect one of their number to preside as Chairperson of the Meeting. 
  1. The Chairperson of a Special General Meeting at which a Quorum is present may, with consent of the Meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned Meeting other than the business left unfinished at the Meeting at which the adjournment took place. 
  1. Where a meeting is adjourned for 14 days or more, a like notice of the adjourned meeting shall be given as in the case of the Special General Meeting.  
  1. Except as provided in sub-clauses (7) and (8), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.  
  1. A question arising at a General or Special General Meeting of the Association shall be determined by a show of hands and unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairperson that a resolution has, on the show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the minutes of the Meeting is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against that resolution. 
  1. Upon a question arising at a General or Special General Meeting of the Association, a Member or the Representative if an Organisation, has one vote only.  
  1. All votes shall be given personally or by proxy. 
  1. In the cases of an equality of voting on a question, the Chairperson of the Meeting is entitled to exercise a second or casting vote. 
  1. If at a Meeting a poll on any question is demanded by not less than three (3) Members, it shall be taken at that Meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the Meeting on that question. 
  1. A poll that is demanded on the election of a Chairperson or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairperson may direct. 
  1. A member is not entitled to vote at any General or Special General Meeting unless all moneys due and payable by him/her/it to the Association have been  paid, including the amount of the annual subscription payable in respect of the Current Financial Year. 
  1. Each Member shall be entitled to appoint another Member as his/her/it‟s proxy by notice to the Secretary no later than 24 hours before the time of the Meeting in respect of which the proxy is appointed. Specification of the vote and the resolution details on the proxy form must be completed by the Member appointing the proxy. 
  1. The notice appointing the proxy shall be in the form set out in Appendix 2. 

RULE 12.   COMMITTEE OF MANAGEMENT: 

  1. The affairs of the Association shall be managed by a Committee of Management constituted as provided in Rule 12 sub-clauses (3) to (6). 
  1. The Committee:
    1. shall control and manage the business and affairs of the Association; 
  1. may, subject to these Rules, the Regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by General or Special General  Meetings of the Members of the Association; and   
  1. subject to these Rules, the Regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association. 
  1. The Officers of The Association shall be: 
  1. a President; 
  2. a Vice President  (c) a Treasurer; and  (d) a Secretary. 
  1. The provisions of Rule 13 so far as they are applicable and with necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-clause (3) above. 
  1. Each officer of the Association shall hold office until the conclusion of the next Annual General Meeting following the date of his/her election and is eligible for re-election.  
  1. In the event of a casual vacancy in any office referred to in sub-clause (3), the Committee may appoint one of its Members to the vacant office and the member so appointed may continue in office up to  the conclusion of the  next Annual General Meeting following the date of his/her appointment. 
  1. Subject to Section 223 of the Act, the Committee shall consist of: 
  1. the officers of the Association, under sub-clause [3]; and 
  1. six (6) ordinary members each of whom shall be elected at the Annual General Meeting of the Association in each year. 
  1. Each Ordinary Member of the committee shall, subject to these Rules, hold office until the conclusion of the next Annual General Meeting  after the date of his/her election, and be eligible for re-election. 
  1. In the event of a vacancy occurring in the office of an Ordinary Member of the Committee, the Committee may appoint a Member of the Association to fill the vacancy and the Member so appointed shall hold office, subject to these Rules, until the conclusion of the next Annual General Meeting  following the date of his/her appointment. 
  1. The Committee may where it sees fit co-opt or appoint person/s to the Committee for execution of tasks/functions as defined by the Committee. Such person/s would not have any voting rights at Committee Meetings.  Any such appointee must be a current Member of the Association. 

RULE 13.   ELECTION OF OFFICERS AND VACANCY: 

  1. Nominations of candidates for election as Officers of the Association or as Ordinary Members of the Committee: 
  1. shall be made in writing , signed by two Members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and  
  1. shall be delivered to the Secretary of the Association not less than 7 days before the date fixed for the holding of the Annual General Meeting. 
  1. If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the Annual General Meeting. 
  1. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected. 
  1. If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held. 
  1. The ballot for the election of Officers and Ordinary Members of the Committee shall be conducted at the Annual General Meeting in such usual and proper manner as the Committee may direct. 
  1. A nomination of a candidate for election under this clause is not valid if that candidate has been nominated for another office for election at the same election. 
  1. For the purpose of these Rules, the office of an Officer of the Association or of an Ordinary Member of the Committee becomes vacant if the Officer or Member: 
  1. ceases to be a Member of the Association 
  1. becomes insolvent under the administration within the meaning of the Companies (Victoria) Code; or 
  1. resigns his/her office by notice in writing given to the Secretary. 

RULE 14.   PROCEEDINGS OF COMMITTEE: 

  1. The Committee shall aim at meeting monthly with a minimum of six (6) meetings each Financial Year. These meetings shall be at such times as the Committee shall determine. 
  1. Special Meetings of the Committee may be convened by the President or by any four (4) of the Members of the Committee. 
  1. Notice shall be given to Members of the Committee of any Special Meeting  specifying the general nature of the business to be transacted and no other business shall be transacted at such a Meeting.  
  1. Any four (4) Members of the Committee constitute a Quorum for the transaction of the business of Meetings of the Committee. 
  1. No business shall be transacted unless a Quorum is present and if within half an hour of the time appointed for the meeting a Quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a Special Meeting in which case it lapses. 

[6) At  Meetings of the Committee: 

  1. the President or in his/her absence, the Vice-President shall preside; or 
  1. if the President and the Vice-President are absent, such one of the remaining Members of the Committee as may be chosen by the Members present shall preside. 
  1. Questions arising at a Meeting of the Committee or of any sub-committee appointed by the Committee shall be determined on a show of hands or, if demanded by a Member, by a poll taken in such a manner as the person presiding at the meeting may determine. 
  1. Each elected Member present at a meeting of the Committee or of any subcommittee appointed by the committee (including the person presiding at the Meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.  
  1. Written notice of each Committee Meeting shall be served on each Member of the Committee by delivering it to him/her/it at a reasonable time before the Meeting or by sending it by pre-paid post addressed [or, if available, to registered email addresses] to him/her/it at his/her/it‟s usual or last known place of abode at least two (2) business days before the date of the Meeting. 
  1. Subject to sub-clause (4) the Committee may act notwithstanding any vacancy on the Committee. 

RULE 15. SECRETARY: 

The Secretary of the Association shall keep minutes of the resolutions and proceedings of each General Meeting and each Committee Meeting with a record of the names of persons present at all such Meetings. 

RULE 16.   TREASURER: 

  1. The Treasurer of the Association must – 
  1. collect and receive all moneys due to the Association and make all payments authorised by the Association; and  
  1. keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association. 
  1. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by the Treasurer and one other member of the Committee. 

 [3]       The funds of the Association shall be derived from annual subscriptions, donations, sponsorships, and such other sources as the committee determines as they become available. 

(4) The accounts and books referred to in sub-clause (1) shall be available for inspection by Members. 

RULE 17.   REMOVAL OF MEMBER OF COMMITTEE: 

(1) The Association in General Meeting may by resolution remove any Member of the Committee before the expiration of his/her term of Office and appoint another Member in his/her stead to hold office until the expiration of the term of the first mentioned Member. 

RULE 18.   SEAL: 

  1. The Common Seal of the Association shall be kept in the custody of the Secretary. 
  1. The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the Common Seal shall be attested by the signatures either of two (2) Members of the Committee or one Member of the Committee and the Public Officer of the Association. 

RULE 19.   ALTERATION OF RULES.  

These rules of the Association shall not be altered except in the accordance with the Act. 

RULE 20.   NOTICES: 

  1. A notice may be served by or on behalf of the Association upon any Member either personally or by sending it by post to the Member at his/her/it‟s address shown in the Register of Members. 
  1. Where a document is properly addressed pre-paid and posted to a Member as a letter, this document shall, unless contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post. 

RULE 21.   WINDING UP: 

If upon the winding up of the Association there remains, after satisfaction of all it’s debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst the Members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects to the Association, and which shall prohibit the distribution of it‟s or their income and property among it‟s or their members to an extent at least as great as is imposed on the Association under the Act and these rules, such institution or institutions to be determined by the Members of the Association.  

 RULE 22.   CUSTODY OF RECORDS: 

Except as otherwise provided in these Rules, the Secretary shall keep in his/her custody or under his/her control all books, documents and securities of the Association. 

Adopted 2001

Revised 2010