The following CBA Constitution was adopted at the Gibraltar General Conference:
The Companies Act 1985
COMPANY LIMITED BY GUARANTEE
MEMORANDUM OF ASSOCIATION
OF THE COMMONWEALTH BROADCASTING ASSOCIATION
1 The name of the company (the “Association”) is the” Commonwealth Broadcasting Association” .
2 The registered office of the Association will be in England.
3.1 The Association is established for the advancement of education and in particular:
(a) to promote the education and training of individuals in Commonwealth countries around the world in broadcasting skills and ethics;
(b) to promote the educational benefits resulting from broadcasting of high quality by supporting the developing countries of the Commonwealth in the establishment, operation, management and improvement of broadcasting in their countries, through collective study and mutual assistance among members of the Association and others and through the provision of a basic information service on broadcasting matters.
3.2 But only in the furtherance of those objects the Association shall have the following powers:
(i) to maintain and extend the Association’s database about Members;
(ii) to maintain contact and promote co-operation with persons or organisations concerned with the artistic, scientific and technical advancement of broadcasting in the Member countries;
(iii) to represent and promote internationally the collective interests of Commonwealth broadcasting organisations by taking such steps as may from time to time be deemed necessary by the Trustees (as defined in the Articles of Association) but doing so only to an extent justified by the resources available and only if such steps ore based on reason, research or direct experience;
(iv) to organise courses, conferences and seminars as the Trustees consider appropriate;
( v) to rent build construct, endow, furnish, equip, execute, carry out, improve, work, alter, administer, maintain, manage insure or control buildings and premises of all descriptions and to contribute to or assist in any of the aforesaid activities with a view to the promotion or carrying out of the objects of the Association;
(vi) to borrow and raise money upon banking account or otherwise and to secure or discharge any debt or obligation of or binding upon the Association by the issue of or upon bonds, debentures, bills of exchange promissory notes mortgages, charges or such other obligations or securities as the Association may think fit subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law;
(vii) to acquire (whether beneficially or as trustee) by gift, devise, bequest, purchase, lease, hire or otherwise any real or personal property anywhere in the world (including any estate or interest therein and any rights or privileges necessary or desirable for any of the purposes of the Association) and whether or not any of the same shall be subject to any liability and to retain any property so acquired or acquired otherwise in the state in which it maybe at the time of such acquisition or (subject to such consents (if any) as may for the time being be imposed or required by law) to sell mortgage, lease, grant licenses, easements and other rights over, exchange or otherwise deal with, call in, convert into money, or otherwise dispose of or deal with all or any part of the same in such manner as shall further the objects of the Association:
(viii) to compile, print, publish or otherwise disseminate or procure the compilation, printing, publication or other dissemination gratuitously or otherwise of any reports, journals, periodicals, books, newspapers, pamphlets, leaflets or other forms of literature or documents, to broadcast, televise or to make and issue or otherwise show films and video tapes or to procure the broadcasting, televising or the making, issuing and showing of films and video tapes and to maintain an Internet site in furtherance of the objects of the Association;
(ix) to employ hire or otherwise obtain and to pay reasonable and proper remuneration to secretaries, clerks, officers, solicitors, bankers, insurance brokers, stockbrokers, accountants, architects, surveyors, teachers, instructors and any other person or persons (not being Trustees) for the objects of the Association or any of them;
(x) to make all reasonable and necessary provision for the payment of pensions and superannuation to 01 on behalf of employees and their widows and other dependants;
(xi) to draw, make, accept, endorse, discount, negotiate, execute and issue, and to buy, sell and deal with bills of exchange, promissory notes, warrants, debentures and other negotiable or transferable instruments or securities and to operate bank accounts;
(xii) to invest the moneys of the Association not immediately required for its purposes in or upon any investments securities or property in any part of the world as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided;
(xiii) to establish, undertake and execute any charitable trusts which may lawfully be undertaken by the Association and are directly ancillary to its objects;
(xiv) either with or without security, to give financial assistance by way of loans, donations or subscriptions or otherwise to any charitable association, trust, society or corporation for the purpose of furthering the objects of the Association;
(xv) generally to obtain, collect and receive money and raise funds and to invite and receive contributions (whether of money or of other assets, including land) from any persons or organisations (whether incorporated or unincorporated) whatsoever, including public bodies and local or government authorities, by way of subscription donation (including deeds of covenant) and otherwise Provided that the Association shall not undertake any permanent trading activities (but this proviso shall not prevent the Association from engaging in any trading activity in carrying out its objects);
(xvi) to establish, promote or encourage the formation of or to affiliate, amalgamate, support, combine or co-operate with any other charitable association, trust, society or corporation, and to liaise, communicate, co-operate or co-ordinate with any public body, local or governmental authority, professional body, company, committee or other organisation in all or in any parts of the world in furtherance of the objects of the Association: but so that the funds of the Association shall be paid or applied only to or for the benefit of any such other association, trust, society or corporation as is established only for purposes recognised as charitable by English law;
(xvii) subject to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law to transfer any property whether real or personal to any such exclusively charitable association, trust, society or corporation as aforesaid whether for the general purposes of such charity or for some specific charitable object or purpose of such charity and to enter into covenants for the making of periodic payments of the nature aforesaid;
(xviii) generally to aid and to receive aid from any such other charitable association, trust, society or corporation as aforesaid in furtherance of the objects or any of the objects of the Association;
(xix) to lend money to and guarantee or provide security (whether by personal covenant or by mortgage or charge upon all or any part of the undertaking, property and assets (present and future) of the Association) for any borrowing by or the performance of the contracts or obligations of any such charitable association, trust, society or corporation and for the purpose aforesaid to give all kinds of indemnities;
(xx) to pay out of the funds of the Association the costs, charges and expenses of and incidental to the formation and registration of the Association; and
(xxi) to do all such lawful things as shall from time to time be necessary for the purpose of promoting the objects of the Association and for procuring contributions by way of donations, subscriptions, devises, bequests and in any other manner from time to time permitted by law. Provided that:
(a) in case the Association shall take or hold any property which may be subject to a trust, the Association shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts;
(b) the Association’s objects shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers;
(c) in case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Association shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be allowed by law, and as regards any such property the Trustees of the Association shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Trustees have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Trustees but they shall as regards any such property be subject jointly and separately to such control or authority as if the Association were not incorporated.
4 The income and property of the Association, however derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association and no portion of this shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the Members of the Association and no Trustee shall be appointed to any office of the Association paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Association.
Provided that nothing herein shall prevent the payment in good faith by the Association:
4.1 of reasonable and proper remuneration to any Member or employee of the Association for any services actually rendered to the Association;
4.2 of interest on money lent by any Member of the Association or any Trustee at a rate per annum not exceeding 2 per cent less than the base rate of the Association’s principal bankers or 3 per cent whichever is the greater:
4.3 of reasonable and proper rent for premises demised or let by any Member of the Association or any Trustee
4.4 of fees, remuneration or other benefit in money or money’s worth to a company of which a Trustee may be a member holding not more than 1/IOOth part of the capital of that company;
4.5 to any Trustee of expenses reasonably and properly incurred on behalf of the Association.
5 The liability of the Members is limited.
6 Every Member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up while it is a Member, or within one year after it ceases to be a Member for payment of the debts and liabilities of the Association contracted before it ceases to be a Member, and of the costs, charges, and expenses of winding-up the same, and for the adjustment of the right of the contributories among themselves, such amount as may be required, not exceeding £1.
7 If upon the winding-up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Association but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its or their Members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the Members of the Association at or before the time of dissolution and if and so far as effect cannot be given to such provision, then to some other charitable object.
WE, the several persons whose names and addresses are subscribed, are desirous of being formed into an Association, in pursuance of this Memorandum of Association.
The Companies Act 1985
COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION OF
THE COMMONWEALTH BROADCASTING ASSOCIATION
1 In these Articles:
(i) the “Act” means the Companies Act 1985;
(ii) the “Acts” means the Act and every other Act for the time being in force concerning companies and affecting the Association;
(iii) an “Affiliate” is an organisation admitted to affiliate membership of the Association;
(iv) the “Association” means the above named company;
(v) the “Auditors” means the auditors for the time being of the Association;
(vi) the “Commonwealth” means the Commonwealth of Nations, an association of the United Kingdom with various independent States (previously subject to British law) and dependencies;
(vii) a “General Conference” is a conference of the Association convened and conducted in accordance with Articles 42 to 52;
(viii) “Heads of Delegation” are the individuals appointed as such pursuant to Article 43;
(ix) a “Member” is an organisation admitted to full membership of the Association under Article 3;
(x) the “Office” means the registered office of the Association;
(xi) the “President” means the individual appointed to perform the duties of President of the Association under Article 76;
(xii) the “Secretariat” means the permanent offices of the Association at 17 Fleet Street, London EC4Y 1 AA or elsewhere and those appointed to work there;
(xiii) the “Secretary” means any person appointed to perform the duties of the secretary of the Association by virtue of being appointed Secretary General or otherwise;
(xiv) the “Secretary-General” means any individual appointed to be the chief executive of the Association under Article 53;
(xv) “these Articles” means these Articles of Association and the regulations of the Association from time to time in force;
(xvi) the “Trustees” means the directors of the Association as referred to in the Act;
(xvii) a “Trustee” means one of the Trustees;
(xviii) the “United Kingdom” means Great Britain and Northern Ireland;
(xix) “Vice-President” means either of the two individuals appointed to perform the duties of Vice-President under Article 76 and references to “Vice-Presidents” are references to both such individuals:
(xx) expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form;
(xxi) words importing the singular number only shall include the plural number and vice versa;
(xxii) words importing persons shall include corporations; Subject as aforesaid, any words or expressions defined in the Acts shall (if not inconsistent with the subject or context) bear the same meanings in these Articles.
2 The Association is established for the purposes expressed in the Memorandum of Association.
Members and Membership: Affiliates
3 The subscribers to the Memorandum of Association, the persons who are members of the Commonwealth Broadcasting Association immediately prior to its incorporation as the Association and such other persons as the Trustees shall admit to full membership shall be the Members. The rights of a Member shall not be transferable and shall cease on dissolution of the organisation concerned.
4 No person shall be admitted as a Member or as on Affiliate unless its application for full or affiliate membership has been approved by the Trustees who may without showing cause refuse to admit any person as a Member or Affiliate. The Trustees shall consult with the Heads of Delegation at their meeting at the General Conference as to the criteria for admission to full or affiliate membership.
5 Every Member admitted after the incorporation of the Association shall make a written application to become a Member, signed on its behalf by on authorised signatory, or, through an authorised signatory, sign the Register of Members on becoming a Member.
6 There shall be two categories of membership of the Association, as follows:
(a) full membership for Members;
(b) affiliate membership for Affiliates.
7 Members shall be chosen from broadcasting organisations in Commonwealth countries with a commitment to public service broadcasting.
8 Any organisation may apply for full membership which:
(i) is based in any Commonwealth country:
(ii) is committed to public service broadcasting;
(iii) broadcasts primarily to an audience in its own country;
(iv) originates a substantial proportion of the programmes it broadcasts:
(v) broadcasts a varied and balanced range of quality programmes for all sections of the population; and
(vi) is committed to proper and appropriate training for its staff.
9 Affiliate membership shall be open to broadcast-linked organisations (non- exclusive examples being organisations providing training, regulatory organisations and rights organisations). Affiliates are not Members and shall not have the right to vote at general meetings of the Association but shall have the right to attend general meetings and such other rights, duties and liabilities as the Trustees may from time to time provide.
10 The Secretary shall keep an accurate register of the Members.
11 Each Member and Affiliate shall pay an annual subscription to the Association at such rate or rates as may from time to time be recommended by the Trustees and approved by ordinary resolution of the Association. Subscriptions shall be payable in full on application for membership in respect of the year then current and thereafter on the first of January in each year provided however that the Association shall return to unsuccessful applicants for membership any subscription paid on application. Any Member or Affiliate failing to pay its subscription or to meet any other financial obligations for two successive fiscal years shall automatically cease to be a Member or Affiliate (as the case may be) but may be reinstated of the discretion of the Trustees after payment of all monies due from it to the Association.
12 Any Member may withdraw from the Association by giving one year’s notice in writing to the Secretary of its intention so to do but any person ceasing by any means to be a Member shall remain liable for and shall pay to the Association all monies due from it to the Association at the time of its ceasing to be a Member or for which it may become liable under the provisions of the Memorandum of Association.
13 The Trustees may without showing cause by a resolution passed by a majority consisting of not less than two-thirds of the Trustees present at a meeting of the Trustees of which the Member or Affiliate in question has been given reasonable notice and a reasonable opportunity of being heard through an authorised representative in its own defence convened solely or inter alia for the purpose of considering such resolution refuse to continue any person as a Member or Affiliate and if such resolution shall be so passed then (subject as in Article 12 provided) such person shall cease to be a Member and its name shall be removed from the Register of Member.
14 The Association shall in each year hold an annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Association and that of the next. Provided that so long as the Association holds its first annual general meeting within eighteen months after its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such time and place as the Trustees shall appoint.
15 The annual general meeting shall in alternate years be held during the General Conference.
16 All general meetings other than annual general meetings shall be called extraordinary general meetings,
17 The Trustees may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on requisition in accordance with the Acts. If at any time there are not within the United Kingdom sufficient Trustees capable of acting to form a quorum, any Trustee or any two Members may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Trustees.
Notice of General Meetings
18 An annual general meeting, and a meeting called for the passing of a special resolution shall be called by twenty-one days’ notice in writing at the least, and a meeting of the Association other than an annual general meeting or a meeting for the passing of a special resolution shall be called by fourteen days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business, and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Association in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Association. Provided that a meeting of the Association shall, notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:
18.1 in the case of a meeting called as the annual general meeting, by all the Members entitled to attend and vote at the meeting;
18.2 in the case of any other meeting, by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all the Members.
19 The occidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
Proceedings at General Meetings
20 All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of the consideration of the accounts, balance sheets, and the report of the Trustees and Auditors, the election of Trustees in the place of those retiring and the appointment of, and the fixing of the remuneration of, the Auditors.
21 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: save as herein otherwise provided six Members or one-tenth of the Members if greater present in person or by proxy shall be a quorum.
22 If within half-an-hour from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the some time and place, or to such other day and at such other time and place as the Trustees 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.
23 The President or in his or her absence one of the Vice-Presidents shall preside as chairman at every general meeting of the Association, or if there is no such President or Vice-President or if he or she shall not be present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act, the Trustees present shall elect one of their number to be chairman of the meeting.
24 If at any meeting no Trustee is willing to act as chairman or if no Trustee is present within fifteen minutes after the time appointed for the holding of the meeting, the Members present shall choose one of their number to be
chairman of the meeting.
25 The chairman may with the consent 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 When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
26 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
26.1 by the chairman; or
26 2 by at least three Members present in person or by proxy; or
26.3 by any Member or Members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting.
27 Unless a poll be so demanded, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.
28 Except as provided in Article 30, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
29 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
30 A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
31 Subject to the provisions of the Act a resolution in writing signed by the duly authorised representatives of all the Members for the time being entitled to receive notice of and to attend and vote at general meetings shall be as valid and effective as if the same hod beeh passed at a general meeting of the Association duly convened and held Any matter or thing which may under these Articles be dealt with by ordinary resolution and is nor ennnnnquired by law to be dealt with in general meeting may, if the Trustees so resolve, be determined by a postal ballot to be conducted in such manner as the Trustees may think fit and any resolution declared by the Trustees to hove been carried by a majority of the Members voting on such ballot shall have effect in all respects as it it were an ordinary resolution duly passed at a meeting of the Association duly convened and held.
Votes Of Members
32 At any general meeting the Members shall each have one vote which may be given either in person or by proxy. Affiliates shall have no voting rights.
33 No Member shall be entitled to vote at any general meeting unless all moneys presently payable by it to the Association have been paid.
34 The instrument appointing a proxy shall be in writing under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Member.
35 The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
36 An instrument appointing a proxy shall be in the following form or a form as similar as circumstances admit:
“The Commonwealth Broadcasting Association
being a Member/Members of the above-named Association hereby appoints/appoint of or failing him or her, of, as its/their proxy to vote for it/them on its/their behalf at the (annual or extraordinary, as the case may be) general meeting of the Association to be held on the day of , and at any adjournment thereof.
Signed this day of .”
37 Where it is desired to afford Members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:
“The Commonwealth Broadcasting Association
of being a
Member/Members of the above-named Association hereby appoints/appoint of, or failing him or her, of, as its/their proxy to vote for it/them on its/their behalf at the (annual or extraordinary, as the case may be) general meeting of the Association to be held on
the day of , and at any adjournment thereof.
Signed this day of
This form is to be used* in favour of/against the resolution. Unless otherwise instructed, the proxy will vote as he or she thinks fit.
•Strike out whichever is not desired.”
38 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
39 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death, insanity or dissolution of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity, dissolution or revocation as aforesaid shall have been received by the Association at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.
Corporations Acting By Representatives At Meetings
40 Any corporation which is a Member may by resolution of its Trustees or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Association, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he or she represents as the corporation could exercise if it were an individual Member.
41 A General Conference of the Association shall be held every two years.
42 The composition of the delegations of each Member or Affiliate to a General Conference shall be at the discretion of that Member or Affiliate. As far as possible, however, Members and Affiliates shall be represented by senior management, programme and engineering staff. Each Member and Affiliate with a delegation attending the General Conference shall select one individual from its delegation attending a General Conference to be its Head of Delegation.
43 Observer status at General Conferences shall be extended to representatives of the Commonwealth Secretary-General and to others as determined by the Secretary-General.
44 At each General Conference the host organisation(s) for the next following General Conference shall be decided by the Trustees in consultation with the Heads of Delegation.
Procedure at General Conferences
45 At General Conferences the President shall assume the chairmanship of the Conference and shall be supported by the two Vice-Presidents.
46 Special committees may be established. Reports of these committees may be discussed at the closing plenary sessions of the General Conference.
47 At each General Conference there shall be one or more meetings of Heads of Delegation presided over by the President, at which the Trustees shall consult the Heads of Delegation on certain matters affecting the Association, including applications for membership and the level of subscription.
48 The Trustees may attend the Heads of Delegation meeting(s) at each General Conference and may speak at such meeting(s).
49 A meeting of the Heads of Delegation shall be quorate if one half of the total number of Members and Affiliates with delegations attending the General Conference at which the meeting is held are represented by their Heads of Delegation at such meeting.
50 Questions arising at any meeting of the Heads of Delegation shall by decided by a majority of votes of the Heads of Delegation there present.
51 Subject to Articles 47 to 51, the procedure at General Conferences and meetings of Heads of Delegation shall be conducted as the Members and the Trustees see fit.
52 The Trustees may appoint a Secretary-General to be the chief executive of the Association for such period and on such terms as they think fit (including terms as to dismissal under Article 56) and may pay the Secretary General such reasonable remuneration as they think fit and make such reasonable provision for and grant such pension to the Secretary General after his or her retirement as the Trustees shall also think fit. The Trustees shall seek the approval of any such appointment by Heads of Delegation as soon as practicable but failure to seek or obtain such approval shall not invalidate the appointment.
53 The Trustees shall have power to provide for the powers, rights and duties of the Secretary-General which may include:
53.1 supervising the Secretariat;
53.2 giving effect to decisions taken by the Trustees;
53.3 supervising the publication and circulation of Commonwealth Broadcaster and any other publications of the Association and maintaining an informative service to Members;
53.4 providing consultative liaison and other assistance to Members in keeping with the aims and objects of the Association;
53.5 organising and arranging the conduct of the General Conference;
53.6 servicing meetings of the Trustees;
53.7 supervising the preparation of an annual budget and financial report; and
53.8 encouraging regional co-operation among the Members.
54 the Secretary-General (save as provided below) shall be entitled to receive notice of and to attend and speak at general meetings and at meetings of heads of delegation and of the trustees, but he or she shall not by virtue only of having been admitted to the office of Secretary-General be a Member or a Trustee and he or she shall have no right to vote at general meetings or meetings of the Trustees. The Secretary-General shall not be entitled to attend any general meetings, meetings of Heads of Delegation or meetings of the Trustees at which the terms of his or her appointment are discussed.
The Trustees may dismiss the Secretary-General from office in accordance with the terms of his or her appointment, if such dismissal is approved by two-thirds of the Trustees.
55 Until otherwise determined by a general meeting there shall be at least ten Trustees including the ex-officio Trustees and the President and the two Vice-Presidents.
56 The first Trustees shall be the persons appointed as members of the Standing Committee of the Commonwealth Broadcasting Association at the last General Conference of that body prior to its incorporation as the Association.
57 The following shall be Trustees ex officio:
57.1 a senior executive of the national public service broadcasting organisation in the country where the Secretariat is located [nominated by the chief executive of such organisation, who may nominate him or herself];
57.2 a senior executive of the organisation which was the last host to the General Conference [nominated by the chief executive of such organisation, who may nominate him or herself];
57.3 a senior executive of the organisation where the General Conference is next to be held [nominated by the chief executive of such organisation, who may nominate him or herself].
58 No person other than a director or employee of an organisation which is a Member may be appointed or continue as a Trustee.
59 As far as possible Trustees should be representative of the main regions from which the Association draws its members.
60 The Trustees may exercise all the powers of the Association to borrow money, and to mortgage or charge its undertakings and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Association or of any third party.
Powers and duties of the Trustees
61 The business of the Association shall be managed by the Trustees, who may exercise all such powers of the Association as are not, by the Acts or by these Articles, required to be exercised by the Association in general meeting, subject nevertheless to the provisions of the Acts or these Articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Association in general meeting; but no regulation made by the Association in general meeting shall invalidate any prior act of the Trustees which would have been valid if that regulation had not been made.
62 The Trustees shall have power from time to time to adopt and make, alter or revoke, bye-laws for the regulation of the Association and otherwise for the furtherance of the purposes for which the Association is established, provided that such bye-laws are not repugnant to the Memorandum or Articles of Association. All such bye-laws for the time being in force shall be binding upon all Members until the same shall cease to have effect as hereinbefore provided or shall be varied or set aside by on ordinary resolution of the Association. No Member shall be absolved from such bye-laws by reason of its not having received a copy of the same, or of any alterations or additions thereto, or having otherwise no notice of them. It is expressly declared that without prejudice to the powers of the Trustees to make bye-laws on other matters the following shall be deemed to be matters which may be governed by bye-laws within the meaning of this Article, that is to say:
62.1 as to the persons eligible for membership of the Association;
62.2 as to the conditions on which persons shall be admitted to membership of the Association;
62.3 as to the rights and privileges to be accorded to, and the qualifications, restrictions and conditions to be imposed on, Members and Affiliates;
62.4 as to committees and sub-committees of Members and other persons, in connection with the various branches of the activities of the Association and as to the appointment, removal, qualification, disqualification, duties, functions, powers and privileges of Members of such committees and sub-committees.
63 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Association, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such two or more persons including the Secretary-General, or in his or her absence a deputy, and a Trustee or any other person or persons authorised for that purpose by the Trustees.
64 The Trustees shall cause minutes to be made in books provided for the purpose:
64.1 of the names of the Trustees present at each meeting of the Trustees and of any committee or sub-committee of the Trustees; and
64.2 of all resolutions and proceedings at all meetings of the Association and of the Trustees, and of committees and sub-committees of the Trustees.
Disqualification Of Trustees
65 A Trustee shall automatically cease to be a Trustee if the he or she:
65.1 holds any other office of profit under the Association; or
65.2 becomes bankrupt or makes any arrangement or composition with his or her creditors generally: or
65.3 becomes prohibited from being a Trustee by reason of any order made under the Acts or is disqualified from acting as a trustee by virtue of Section 72 of the Charities Act ] 993 (or any statutory re-enactment or modification of that provision); or
65.4 becomes of unsound mind: or
65.5 ceases to be a Member; or
65.6 resigns his or her office by notice in writing to the Association: or
65.7 ceases to be a Trustee by virtue of any provision of the Acts.
66 A Trustee shall not vote in respect of any contract in which he or she is interested or any matter arising there out, and if he or she does so vote his or her vote shall not be counted. A Trustee shall not participate in any debate in respect of any contract in which the Trustee is interested. A Trustee having a conflict of interest in respect of any matter shall give notice to the other Trustees declaring the conflict and the nature of his or her interest immediately upon becoming aware of the same and (unless such notice is given at a meeting of the Trustees) shall take reasonable steps to secure that the notice is brought up and read at the next meeting of the Trustees after it is given.
Appointment and Retirement of Trustees
67 At the annual general meeting of the Association held at the next General Conference following the incorporation of the Association and at the annual general meeting held at every alternate General Conference thereafter all the Trustees except those who hold office ex officio shall retire from office.
68 Trustees who are obliged to retire under Article 69 may be reappointed.
69 The Association at any meeting at which the Trustees retire under Article 69 may by ordinary resolution fill the offices vacated by appointing any persons thereto, and in default, such retiring Trustees shall, if offering themselves for re- appointment, be deemed to have been re-appointed, unless a resolution for the re-appointment of such Trustee shall have been put to the meeting and lost.
70 Trustees may recommend a person to be eligible for appointment to the office of Trustee at any general meeting. Notice (oral or written) must be given not less than thirty minutes before the start of the meeting. As soon as is practicable after the meeting the notice must be put in writing and signed by that person to be proposed as proof of his or her willingness to be appointed.
71 The Trustees shall have power, at any time and from time to time, to appoint any person to be a Trustee either to fill a casual vacancy, but so that the total number of Trustees shall not at any time exceed the number fixed in accordance with these Articles.
72 Any Trustee appointed under Article 73 to fill a casual vacancy shall hold office only until the annual general meeting held at the next following General Conference and shall be eligible for re- appointment at such meeting.
73 The Association may in accordance with and subject to the provisions of the Acts by ordinary resolution of which special notice has been given remove any Trustee before the expiration of his or her period of office (notwithstanding anything in these Articles or in any agreement between the Association and such Trustee) and appoint another person in place of a Trustee so removed from office.
74 At the annual general meeting of the Association held at the next General Conference following the incorporation of the Association and at the annual general meeting held at every subsequent General Conference, following the election of Trustees in accordance with Article 7L the Association shall elect from among the Trustees a President and two Vice-Presidents and these officers shall hold their respective offices until their successors are elected at the next following General Conference.
75 The President shall be a senior executive of an organisation which is a Member and his or her duties and responsibilities as President shall be:
75.1 to represent the Association internationally where appropriate;
75.2 to act as chairman of the General Conference;
75.3 to act as chairman of meetings of Heads of Delegation;
75.4 to convene and chair meetings of the Trustees;
76 The duties and responsibilities of the Vice-presidents shall be to assist the President.
Procedure at Trustees’ Meetings
77 The Trustees may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the chairman shall have a second or casting vote. A Trustee may, and the Secretary onnnnnnh the requisition of a Trustee shall, at any time summon a meeting of the Trustees.
78 In the absence of the President, one of the Vice-presidents shall be the chairman and in the absence of both the President and both the Vice-presidents, the Trustees shall appoint one of themselves as chairman of that meeting.
79 A meeting of the Trustees shall be quorate if five Trustees are present in person or by way of conference telephone call or by way of proxy.
80 The Trustees may delegate any of their powers to committees or sub-committees consisting of such Trustees as the Trustees think fit: any committee or sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Trustees. Any such regulations may provide for or authorise the co-option to any such committee or sub-committee of Members not being Trustees or of others not being Members or Trustees and for such co-opted members to have voting rights as members of such committee or sub-committee but so that the number of co-opted members shall not exceed one-half of the total number of members of such committee or sub- committee provided that no resolution of such committee or sub-committee shall be effective unless a majority of the members of such committee or sub-committee present at the meeting are Trustees or unless the resolution is confirmed by the Trustees. All acts and proceedings of each such sub-committee should be reported back to the Trustees as soon as possible.
81 The meetings and proceedings of any such committee or sub-committee as is referred to in the preceding Article shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Trustees so far as the same are applicable and are not superseded by any regulations made by the Trustees.
82 All acts bona fide done by any meeting of the Trustees or of a committee or sub-committee of the Trustees, or by any person acting as a Trustee or as a Member of a committee or sub-committee, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Trustees or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Trustee or member of a committee or sub-committee.
83 A resolution in writing, signed by all the Trustees for the time being entitled to receive notice of a meeting of the Trustees, shall be as valid and effectual as if it had been passed at a meeting of the Trustees duly convened and held. The resolution can be passed using several copies of a document, if each document is signed by one or more Trustees. These copies can be fax copies.
84 Any or all of the Trustees, or members of a committee or sub-committee, can take part in a meeting of the Trustees or of a committee by way of a conference telephone, or similar equipment, designed to allow everybody to take part in the meeting or by a series of telephone calls from the chairman of the meeting. A Trustee or committee member taking part in this way will be counted as being present at the meeting. Meetings will be treated as taking place where most of the participants are. If there is no such group or where a meeting is taking place by a series of calls from the chairman it will be treated as taking place where the chairman is calling.
85 The Secretary-General shall also act as Secretary and have all of the powers and duties of a Secretary.
86 A provision of the Acts or these Articles requiring or authorising a thing to be done by or to a Trustee and the Secretary shall not be satisfied by its being done by or to the same person acting both as Trustee and as, or in place of, the Secretary.
No Common Seal
87 The Association shall not have a common seal.
88 The Trustees shall cause proper accounting records to be kept in accordance with the Acts and with the Charities Act 1993.
89 The accounting records shall be kept at the Office or subject to the provisions of the Acts al such other place or places as the Trustees shall think fit, and shall always be open to the inspection of the Members and the Trustees.
90 A proper income and expenditure account shall be made up in respect of each financial year of the Association in accordance with the Acts together with a proper balance sheet made up as at the date to which the said account is made up. The said account and the said balance sheet shall be accompanied by proper reports of the Trustees and of the Auditors and by any other documents required by law to be annexed or attached thereto (“the Accounts”).
91 The Accounts shall from time to time be laid before the Association in general meeting in accordance with the Acts and shall not less than twenty-one clear days before the date of the meeting be sent to the Auditors and to all other persons entitled to receive notices of general meetings in the manner in which notices are hereinafter directed to be served.
92 A notice may be given by the Association to any Member either personally to its authorised representative or by sending it by post to its registered address. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected at the expiration of forty-eight hours after the letter containing the same is posted. Notice may also be given by facsimile or electronic mail and, if it is so given, shall be deemed to have been effected on the receipt by the sender of the facsimile or electronic message of confirmation (whether in electronic or printed form) that the same has been received by the recipient’s facsimile machine or electronic mail system, as the case may be.
93 Notice of every general meeting shall be given in any manner hereinbefore authorised to every Member and to the Auditors for the time being.
94 If a Member has no registered address for the giving of notice to it, it shall not be entitled to receive any notice from the Association.
95 Subject to the provisions of the Acts and of the Memorandum of Association every Trustee or other officer(including any Auditor) of the Association shall be entitled to be indemnified out of the assets of the Association against all costs, charges, losses, expenses and liabilities (including any such liability as is mentioned in Section310 (3) of the Act) which he or she may sustain or incur in or about the execution of the duties of his or her office or otherwise in relation thereto, and no Trustee or other officer (including any Auditor) shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Association in the execution of the duties of his or her office or in relation thereto if:(a) he or she acted honestly and in good faith with a view to the best interests of the Association:(b) in the case of any criminal or administrative action that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.
Winding Up and Dissolution
Clause 7 of the Memorandum of Association relating to the winding up and dissolution of the Association shall have effect as if its provisions were repeated in these Articles.