Community Broadcasting Association of Australia
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the Community Broadcasting Association of Australia (CBAA) will be held on Friday the 25th October 2019 at the Pullman Melbourne On the Park at 4.30 pm.
Ordinary Business
1. To elect the President:
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
‘That Phillip Randall, who retires by rotation in accordance with Clause 18.6 of the CBAA’s Constitution and being eligible, is elected as the President of the CBAA for a term ending at the conclusion of the 2021 Annual General Meeting.
2. To elect the two (2) Ordinary Board Members.
3. To receive the Report of the President and the Chief Executive Officer on behalf of the Board for the financial year ended 30 June 2019.
4. To receive the audited Financial Report for the financial year ended 30 June 2019 together with the Directors’ Report and the Independent Audit Report thereon.
By order of the Board
Jon Bisset Chief Executive Officer 4 October 2019
T: 02 9310 2999 F: 02 9319 4545 E: [email protected] PO Box 564, Alexandria, NSW 1435 • ABN 92 003 108 030 Level 3, 44-54 Botany Rd, Alexandria, NSW 2015 www.cbaa.org.au
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Explanatory Notes
Minutes of the 2018 Annual General Meeting
1. In accordance with Corporations Law, the Minutes of the 2018 AGM were confirmed as a true and correct record by the Board and signed by the President at the December 2018 CBAA Board Meeting. A copy of the minutes can be downloaded from the CBAA website.
Financial statements and reports
2. The Corporations Act requires that the report of the directors, the auditor’s report and the financial report be laid before members at the AGM.
3. Neither the Corporations Act nor the CBAA’s constitution requires a vote of members at the AGM on the financial statements and reports. However, members will be given reasonable opportunity at the AGM to raise questions with respect to these reports.
4. The CBAA Annual Review and audited financial report are available at the CBAA website. Elections
5. Elections are being held for the President and for two (2) Ordinary Board Members. 6. In accordance with Clause 18.7 of the CBAA Constitution, the ballot(s) will be conducted at the annual general meeting in such usual and proper manner as the Board may direct from time to time. If the nominees are not elected or if there are vacancies to be filled, such vacancies will be filled by the Board.
7. For the election of the President to be held at the 2019 AGM, the number of nominations received is equal to the number of vacancies to be filled and as is required by Clause 18.7 (b) of the CBAA Constitution those nominated shall only be elected if they are elected by the Members by secret ballot.
8. For the election of the two Ordinary Board Members, elections will be held at the 2019 AGM as there are five nominees.
9. In order to ensure a gender balance on the Board the CBAA applies the gender equity voting method in the election of Ordinary Board Members. In the case where nominations are received from individuals of only one gender, then the gender equity voting method does not apply.
10. When using the gender equity voting method, the first woman with the highest number of votes will be declared elected and the first man with the highest number of votes will be declared elected, i.e., the first two ordinary member positions will be awarded to the highest polling male and the highest polling female. Any remaining positions are filled on a first-past-the-post basis. The CBAA Board intends to continue to apply the gender equity voting method in future years.
11. As at the 4th of October the CBAA Board (including Women and Gender non-conforming People’s and Youth representatives) consists of five (5) men and four (4) women.
12. Nominations for positions on the CBAA Board closed 28 days before the 2019 AGM. Biographies of each nominee are included in this notice of meeting and can be viewed on the CBAA website.
13. Attributes and competencies required to be an effective Board member are specified so that Members can assess their suitability for candidature. In order to effectively govern the CBAA and meet their legal responsibilities, Board members should understand and be able to effectively deal with the unique opportunities, issues, risks and challenges facing the CBAA.
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To be an effective Board member of the CBAA, a nominee should possess or be able to quickly develop the following attributes and competencies:
Internal External
An extensive and current knowledge of the An understanding of the role and legal and CBAA and of Community Broadcasting. fiduciary responsibilities of a company director.
A focus on improving benefits for the A strategic approach, including skills in strategic membership and the broader community planning within relevant and current contexts. broadcasting sector.
A willingness to effectively communicate The ability to apply business judgement to with members and non-members of the strategic decision-making CBAA and actively encourage their involvement in the CBAA.
The commitment and ability to devote time The ability to represent the CBAA to external to Board matters and be involved in the bodies work of committees
The propensity to work constructively as A genuine interest in working towards part of a team governing the CBAA. Community broadcasting being recognised as a key pillar of Australian Broadcasting and a valued contributor to Australian society.
14. To provide Members with enough information to decide about their vote, candidates are given the following opportunities to introduce themselves and express their opinions on matters relevant to the governance of the CBAA:
a. submitting a 150-word Candidate Statement including details of their history of activities and reasons for nominating, making reference to the internal and external attributes and competencies of Directors. This Information Statement is published in this notice of meeting;
b. an opportunity to briefly (two minutes only) address members as part of the introduction of candidates’ section at the 2019 CBAA AGM. Candidates are asked to state their relevant experience and skills and attributes.
Questions from members
15. In accordance with the Corporations Act and the CBAA Constitution, the Chairman of the meeting will allow a reasonable opportunity at the meeting for members to ask questions or make comment about the management of the CBAA.
16. Members may submit written questions to the CBAA if they are unable to attend the meeting, do not wish to appoint a proxy to attend on their behalf, or wish to submit the question beforehand.
Members' rights speak at general meetings (Clause 14.7 of the Constitution)
17. At general meetings of the CBAA only representatives of Members are entitled to speak.
Voting rights (Clause 15 of the Constitution)
18. At a general meeting of the CBAA: a. Permanent Community Broadcasting Members are entitled to exercise two (2) votes each; b. Temporary Community Broadcaster Members are entitled to exercise one (1) vote each; c. Aspirant Community Broadcaster Members are not entitled to vote; d. in the case of an equality of votes, the chair of the meeting will be entitled to exercise a casting vote.
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Instructions for Appointment of Members Representatives
1. All Members of the CBAA are entitled to attend the Annual General Meeting, however the right to vote at the AGM rests with Permanent Community Broadcasting Members and Temporary Community Broadcasting Members.
2. Permanent Community Broadcasting Members may appoint up to two representatives and will receive two (2) votes. Where they only appoint one representative that person may exercise the two votes on behalf of the member.
3. Temporary Community Broadcasting Members (i.e. those Members holding a TCBL) may appoint one representative and will receive one (1) vote.
4. Aspirant Community Broadcasting Members are entitled to appoint one representative; however, they are not entitled to vote.
5. Each member wishing to nominate representatives to vote at the AGM on behalf of the station needs to complete the ‘Appointment of Representatives of Member Station’ form.
- Complete your stations details on the form. - Ensure that the form is signed by the President, Secretary or General/Station Manager of the voting member station.
- Anyone holding one of the above stated positions can appoint themselves as representative. - The form then needs to be submitted at least one (1) hour before the commencement of the AGM.
6. To be valid, all Membership fees due and payable must have been paid to the CBAA by the deadline for appointing a representative.
Instructions for appointment of Proxies
1. If your station representative(s) do not plan to attend the AGM, the Station is able to appoint a person to attend and vote on your stations behalf as your proxy.
2. To appoint a proxy, you need to complete and return the ‘Proxy Form’. - Complete your stations details on the form. - Ensure that the form is signed by the President, Secretary or General/Station Manager of the voting member station.
- Insert the name of the person you wish to appoint as your proxy. A station can appoint the Chair of the meeting or any other person as proxy. The proxy does not need to be a representative of a voting member.
- The form must be signed by the appointer. - The form then needs to be submitted at least one (1) hour before the commencement of the AGM.
3. An appointment of a proxy is encouraged to specify the way the appointed proxy is to vote on a specific matter.
4. To be valid, all Membership fees due and payable must have been paid to the CBAA by the deadline for appointing a proxy.
Further Information
If you need any further information about how to complete these forms or generally about attendance at the AGM, please contact the CBAA on 02 9310 2999 or [email protected].
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Candidates for Election to the CBAA Board
President
Phillip Randall Blaxlands Ridge, NSW Phillip Randall is the CEO of Hope 103.2, one of the first community radio licensees in Sydney. With more than 40 years’ experience in media, Phillip started in community radio as a volunteer and has worked full time in the sector since 1988. He has demonstrated skills in leadership, content creation, financial management and governance.
Nominators: A CBAA board member since 2008, Phillip has served as a general board • Curtin FM member, Vice President and is currently President. In that role he has • Salt 1065 represented the sector in lobbying to Canberra and at the Sector Roundtable. As a seasoned CBAA board member Phillip is across current issues affecting the sector at a time of rapid change for traditional media.
Ordinary Directors
Peter Rohweder Lutwyche, QLD Peter hopes to be re-elected this year so he can remain focused on the effective governance of the development of radio station infrastructure for the sector. Peter also engages directly with many stations throughout Australia and pursues strategic aims that support technical development in the sector.
Peter is the Chairperson of Broadcasting Park. Peter has held this role Nominators: voluntarily for more than 20 years. Broadcasting Park is the company that manages the transmission site and facilities for five community stations in • 4ZZZ Brisbane. • 4MBS Peter started in the sector as a volunteer at 4ZZZ. He was first employed at 4ZZZ in 1998 and was the station manager from 1999 to 2002. Peter was the station manager at Radio 4EB from 2002 to 2018. He has also been a board director for QMusic, 4ZZZ and the Brisbane Digital Radio Company.
Scott Black Coorparoo, QLD Having served community broadcasting for over 19 years, Scott has a passion to help the sector grow and push its capabilities. He has served on CBAA committees, CBF GACs, Secretary & Chair of RPH Australia, and as director of Volunteering Queensland.
Scott also has experience in production, programming, and management of community radio and television. His hope is to bring this experience and his Nominators: endless supply of new and exciting ideas to the CBAA board for the betterment of the sector. • 4MBS • 4ZZZ
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Narelle McGeoch Cremorne, NSW Narelle McGeoch is an experienced business manager with a broad range of skills in systems analysis, systems development and implementation, business development, corporate procurement, gap identification and business strategy. She has direct, relevant experience in the application of strategic business planning and development, project management, business strategy and business and people management. Narelle has a proven record of
accomplishment in identifying, planning and leading comprehensive business Nominators: development strategies in support of business goals and objectives.
• Radio Northern Narelle has many years of experience in the NFP sector in both a professional Beaches capacity, as Executive Officer, and in a volunteer capacity as Chairman (3.5 • Hope 103.2 years), Director (6 years), Sponsorship and Advertising Manager (7 years) and co-presenter of a business and technology program at Radio Northern Beaches (3 years).
Narelle has a degree in Business Information Systems, a diploma of Hospitality Business Management and was the recipient of AICD and McKinsey and Company scholarships.
Emma Hart Coburg, VIC Emma is the outgoing Women and Gender Non-Conforming People’s Representative on the CBAA Board. She began her involvement in the community broadcasting sector as a breakfast current affairs producer at Melbourne’s 3CR Community Radio in 2014. Emma has been a Director on the 3CR Committee of Management since 2017, and from 2017-2019 worked as Interviews Coordinator at PBS106.7FM, where she is still an occasional broadcaster when the opportunity arises. Nominators: In her work on the CBAA Board, Emma has combined her hands-on • 3CR broadcaster’s perspective with the strategic insight developed through her • 3PBS work in sector governance. Emma grew up in Northern Tasmania, and this along with her experience as a member of the LGBTQIA+ community informs her commitment to working for a sector which is resilient, independent, that champions our many diverse voices, and which balances sustainability with the adaptability required by our changing media landscape.
Grace Pashley Brisbane, QLD Grace Pashley is the Station Manager of 4ZZZ in Brisbane. She began her broadcasting career with a stint in college radio at the University of Texas in Austin, Texas, and upon returning to Brisbane in 2015, worked in the newsrooms of the National Indigenous Radio Service and 4ZZZ. In 2016, Grace began hosting her own Australian music program on 4ZZZ and worked as their Digital Content Coordinator before taking up her current role as Station Nominators: Manager in 2017.
• 6RTR Grace has represented the community radio sector, alongside the CBAA, at the • 7EDG Inquiry into the Australian Music Industry, worked with Amrap and other stations to elevate the visibility of community radio at national music conference BIGSOUND, and collaborated with Brisbane stations to host a networking evening with local council and state government. Grace is keen to continue her advocacy for the sector as a director on the CBAA Board.