Notice of Annual General Meeting
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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 11th November 2016 at the Pullman Hotel, Albert Park, Melbourne, commencing at 4.00pm. Ordinary Business 1. To receive the Report of the President and the Chief Executive Officer on behalf of the Board for the financial year ended 30 June 2016. 2. To receive the audited Financial Report for the financial year ended 30 June 2016 together with the Directors’ Report and the Independent Audit Report thereon. 3. To conduct the election to the CBAA Board for the Vice President (Radio) and four (4) Ordinary Directors. Special Business To consider and, if thought fit, to pass the following resolution as special resolution: 4. “That the Constitution of the CBAA is amended, as set out in the Explanatory Notes to this Notice of Annual General Meeting, with effect from the end of the Annual General Meeting.” A special resolution must be passed by at least 75% of the votes cast by members entitled to vote on the resolution. By order of the Board Jon Bisset Chief Executive Officer & Company Secretary 19 October 2016 Explanatory Notes Minutes of the 2015 Annual General Meeting 1. In accordance with Corporations Law, the Minutes of the 2015 AGM were confirmed as a true and correct record by the Board and signed by the President within the required one month of the 2015 AGM at the December 2015 CBAA Board Meeting. A copy of the minutes can be downloaded from the CBAA website: https://www.cbaa.org.au/2016-annual-general-meeting 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 is available at the CBAA website: https://www.cbaa.org.au/2016-annual-general-meeting Elections 5. Elections are being held for the Vice President (Radio) and for four (4) Ordinary Directors. 6. The Vice- President (radio) position will be awarded on a straight first past the post basis. 7. In order to ensure a gender balance on the Board the CBAA applies the Gender Equity voting method in the election of Ordinary Directors. 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, ie: 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. 8. Nominations for positions on the CBAA Board closed 28 days before the 2016 AGM. Biographies of each nominee are included in this notice of meeting and can be viewed on the CBAA website: https://www.cbaa.org.au/2016-annual-general-meeting 9. 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. 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 membership and the broader community strategic planning within relevant and current broadcasting sector. contexts. 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. Internal External The commitment and ability to devote The ability to represent the CBAA to external time to Board matters and be involved in bodies the 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. 10. To provide Members with enough information to make a decision 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 with the CBAA and reasons for nominating, making particular reference to the internal and external attributes and competencies of Directors. This Information Statement is published in this notice of meeting and on the CBAA website; b. an opportunity to briefly (two minutes only) address members as part of the introduction of candidates section at the 2015 CBAA AGM. Candidates are asked to state their relevant experience and their aims and objectives for their term. Special Business 11. Members are being asked to consider the adoption of some changes to the CBAA Constitution at this year’s AGM. The CBAA Board reviews the Constitution on a regular basis and proposes changes to improve the constitution, remove any duplication and in accordance with good governance. 12. To assist members to understand the differences between the proposed amendments to the constitution and the existing constitution, the table below sets out a summary of the key changes and provides an explanation. Clause 21 and 22 – Duplication of Boards Power to Delegate Clause 21 of the current constitution provides that the Directors may delegate any of their powers, including to a committee. The Board’s power to delegate is duplicated in clause 22, which provides that the Board may approve the formation of, and dissolve at its discretion, standing committees. Under the proposed constitutional changes Clause 22 is deleted. Clause 27 - Public Fund Despite approval of Deductible Gift Recipient (DGR) status by the Department responsible for the administration of the Register of Cultural Organisations in 2015, they have requested some amendments to the CBAA Constitution to more closely mirror their model clauses. 13. A full copy of the Constitution (marked up to show the changes as they will appear if the resolution to modify the Constitution is passed) is available on the CBAA website: https://www.cbaa.org.au/2016-annual-general-meeting Questions from members 14. 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 as a whole to ask questions or make comment about the management of the CBAA. 15. 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. Further Information 16. If you need any further information please contact the CBAA on 02 9310 2999 or [email protected]. Candidates for Election to the CBAA Board Vice President (Radio) I am currently studying Economics, Finance and Chinese language at the University of Wollongong. Having been a member and on-air announcer at Macarthur Community Radio for approximately three years I have been able to better understand relationships community radio stations have with their local regions. My experience in directorship positions have, similarly, taught me the pertinence of these relationships, and they can be utilised altruistically for the benefit of whole groups. It is my aspiration to join the CBAA as a director to better enable community radio the opportunity to sustain existence as an enduring and Remington Ball alternative form of radio to commercial stations. St Helens Park, NSW I wish to also assist member stations in moving towards technological Nominators: advancement, in the forms of digital radio and online broadcasting. I 2MCR believe my youth will also bring a fresh perspective to the directorship 2GLF and ideas on appealing to the growing audience of younger Community Radio listeners. As the current Vice President, I’ve been on the board since 2011. I’ve chaired various committees, including the Codes Review Committee, and sit on the Community Broadcasting Roundtable and Digital Radio Consultative Committees. My focus is on growing a diversity of voices in the Australian media through a strong and thriving community broadcasting sector. Local stories, good governance, Australian music, training, sustainability, journalism and broadcast law/ethics are my other areas of interests. My passion for community radio started at sub-metro 2NBC as a teenager, Melanie Withnall before volunteering at 2SER, and 2FBI. I then worked at the ABC, and in Sydney, NSW commercial radio and became Managing Director of 2SER 107.3 in 2011. I Nominators: was a radio lecturer at AFTRS, where I worked with Indigenous media and 2SER regional community radio as well. 2FBi I’ve studied Communications, Russian and Law, and am supported by my husband, and two young children. Ordinary Directors I am currently studying Economics, Finance and Chinese language at the University of Wollongong. Having been a member and on-air announcer at Macarthur Community Radio for approximately three years I have been able to better understand relationships community radio stations have with their local regions. My experience in directorship positions have, similarly, taught me the pertinence of these relationships, and they can be utilised altruistically for the benefit of whole groups.