Corporations Act - Company Limited by Guarantee
- - In this Constitution, unless there is something in the subject or context inconsistent therewith:
- "Act" means the Corporations Act 2001 and any statutory modification or enactment thereof;
- "Associate Member" means a person or Corporation admitted to membership of the Company as an Associate Member under clause 4(b);
- "Board" includes a meeting of the Directors duly called and constituted at which a quorum shall be present or as the case may be the Directors assembled or represented at such meeting;
- "Company" means the above Company whatever its name may be from time to time;
- "Corporation" means any company, incorporated association or other body corporate, whether formed or registered within or outside the State;
- "Directors" means the directors for the time being of the Company and, in the case of a sole director, that director;
- "Founding Member" means one of the three founding members of the Company, namely Songsalive! Incorporated, Australian Songwriters Association Inc and Songwriting Society Of Australia;
- "Full Member" means a person or Corporation admitted to membership of the Company as a Full Member under clause 4(a);
- "Member" means a person or Corporation admitted to membership of the Company in accordance with this constitution, including Full Members and Associate Members;
- "Office" means the registered office for the time being of the Company;
- "Register" means the Register of Members kept pursuant to Section 169 of the Act;
- "Seal" means the Common Seal of the Company (if any);
- "Secretary" means any person appointed to perform the duties of a Secretary of the Company and includes an Honorary Secretary;
- "State" means the state or territory of Australia in which the Company is registered under the Act;
- "Statutes" means and includes every code and ordinance from time to time in force concerning incorporated companies;
- "In writing" or "written" includes printing, lithography, typing, writing or other modes of representing or reproducing words in a visible form;
Words importing the singular number include the plural number and vice versa and words importing the masculine gender include the feminine gender and neuter gender and words importing persons include corporations.
Words or expressions contained in this Constitution shall be interpreted in accordance with the Act as in force as the date this Constitution became binding on the Company.
The replaceable rules in the Act do not apply to the Company.
- - The Objects for which this Company has been established are:
- To represent the interests of songwriters and songwriting associations;
- To inform and educate Members and the public on matters relating to songwriting, and the entertainment industry generally;
- To create networking opportunities for songwriters;
- To create opportunities and pathways for the advancement of the interests of songwriters and songwriting associations;
- To provide to Members collective representation in matters affecting their obligations, rights or interests and to make representations to government or any other persons, bodies or organisations interested in or concerned with the entertainment industry;
- To publish to Members and the public information with respect to matters relating to the objects of the company;
- To assist benevolent, charitable, national or other institutions or objects of a public character which relate in any way to the objects of the Company.
- The Company shall not employ its funds in the provision of loans to Members or other forms of financial assistance where such employment is in contravention of the Act.
- - The persons specified in the Register and such other persons as the Board shall admit to membership in accordance with this Constitution shall be Members of the Company.
Members of the Company will be divided into the following classes:
- Full Members: Full Members will be entitled to vote at meetings of the Company.
- Associate Members: Associate Members will not be entitled to vote at meetings of the Company.
The Founding Members are Full Members.
- Every applicant for membership of the Company shall apply in writing, signed by the applicant and the application shall be in such form as the Board from time to time prescribes. An application must indicate whether the applicant wishes to be admitted as a Full Member or Associate Member.
- At the next meeting of the Board after the receipt of any application for membership, such application shall be considered by the Board, which shall thereupon determine the admission or rejection of the applicant. In no case shall the Board be required to give any reason for the rejection of an applicant.
The Board may require the payment of fees or levies by Members in the amounts and at the times the Board resolves. The Board may make fees payable for one or more Members or different classes of Members for different amounts and at different times, or payable by instalments. The Board may revoke or postpone fees or extend the time for payment of fees.
The Company must give Members at least 10 business days' notice of fees payable by Members. A notice of fees must be in writing and specify the amount of the fee and the manner of payment of the fee.
- - A Member may at any time by giving notice in writing to the Secretary resign his, her or its membership of the Company but shall continue to be liable for any moneys due and unpaid by the Member to the Company and, in addition, for any sum not exceeding $1.00 for which he or she or it is liable as a Member of the Company under Clause 57 of this Constitution.
- The Board shall have the power to expel a Member and to remove that Member's name from the Register, if that Member fails to comply with this Constitution or in the Board's opinion that Member has engaged or proposes to engage in conduct detrimental to the Company, or if in its opinion the continued membership of the Member is detrimental or prejudicial to the Company or detrimental or prejudicial to its Objects.
In all cases no resolution for expulsion may be taken unless the Member concerned is first given a reasonable period of notice to show cause why the member should not be expelled. The Member may address the Board, in person or by a representative.
- Disputes between Members (in their capacity as Members) are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983 (NSW). At least seven days before a mediation session is to commence, the parties are to exchange statements of the issues that in dispute between them and supply copies to the mediator.
- - An annual general meeting of the Company shall be held in accordance with the provisions of the Act. All general meetings other than the annual general meetings, shall be called extraordinary general meetings.
- Any Director of the Company may whenever he or she thinks fit convene an extraordinary general meeting, and extraordinary general meetings shall be convened on such requisition or in default may be convened by such requisitionists as provided by the Act.
- Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, 14 days notice at least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place the day and the hour of the meeting and in case of special business the general nature of that business shall be given to such persons as entitled to receive such notices from the Company.
- All business shall be special that is transacted at any annual general meeting or extraordinary general meeting, with the exception of the consideration of the accounts, balance-sheets and the report of the Board and Auditors, and the appointment and fixing of the remuneration of the Auditors.
- - No business shall be transacted at any general meeting unless a quorum of Founding Members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, three Founding Members present by their duly appointed representatives or proxies shall be a quorum.
- If within thirty minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Full Members, shall be dissolved, in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Board may determine.
- The Chairperson shall preside as Chair at every general meeting of the Company, or if there is no Chairperson, or if he or she is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-Chairperson shall be the Chair or if the Vice-Chairperson is not present or is unwilling to act then the Full Members present shall elect one of their number to be Chair of the meeting.
- The Chair 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 for the business to be transacted at an adjourned meeting.
- 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:
- by the Chair; or
- by at least two Full Members present in person or by proxy.
Unless a poll is so demanded a declaration by the Chair 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 the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.
- If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chair directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a Chair or on a question of adjournment shall be taken forthwith.
- In the case of an equality of votes, whether on a show of hands or on a poll, the Chair of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote.
- A Full Member may vote in person or by proxy or by attorney and on a show of hands every person present who is a Full Member or a representative of a Full Member shall have one vote and on a poll every Full Member present in person or by proxy or by attorney or other duly authorised representative shall have one vote.
- A Full Member who is of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental health may vote, whether on a show of hands or on a poll, by his committee or by his trustee or by such other person as properly has the management of his estate, and any such committee, trustee or other person may vote by proxy or attorney.
- - The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. The signature of the appointor or his attorney shall be witnessed by a person other than the proxy. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A Full Member shall be entitled to instruct his proxy to vote in favour of or against any proposed resolutions. Unless otherwise instructed the proxy may vote as he thinks fit.
- The instrument appointing a proxy may be in the following form or in a common or usual form:
being a Full Member of ASONG Limited,
hereby appoint_______________________ of ____________________________
or failing him/her,________________________ of____________________________
as my proxy to vote for me on my behalf
at the (annual or general as the case may be) meeting of the Company
to be held on the _______________day of _________ and at any adjournment thereof.
My proxy is hereby authorised to vote *in favour of/ against* the following resolutions:
Signed this ____________________ day of ______________20________
- 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 registered office of the Company or at such other place within the State as is specified for that purpose in the notice convening the meeting, more than twenty four 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.
- A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed, if no intimation in writing of such death, unsoundness of mind or revocation as aforesaid has been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.
- - The Board of the Company shall consist of a minimum three Directors. Each Full Member will be entitled to appoint one Director to the Board. Each Full Member will be entitled to replace its nominated Director with another person nominated by it, at any time.
- The office bearers of the Company shall be Directors elected by the Board and shall consist of a Chairperson and two Vice-Chairpersons. One of the Vice Chairpersons will also hold office as Honorary Treasurer and the other Vice Chairperson will hold office as the Secretary. The Chairperson's position will rotate annually and on each 1 July the Chairperson must step down and be replaced by another Director (to be elected by the Board).
- The position of any Director shall become vacant if that person:
- ceases to be a member of the Board by virtue of the Act;
- resigns his or her office by notice in writing to the Company;
- for more than six months is absent without permission of the Board from meetings of the Board held during that period;
- ceases to be a member of any Member which is a Corporation;
- becomes bankrupt or makes arrangements for composition with his or her creditors generally;
- is directly or indirectly interested in any contract or proposed contract with the Company except where disclosure has been made by him or her of such interests as required by the Act;
- becomes prohibited from being a director of a Company by reason of any order made under the Act;
- becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health.
If a Director ceases to be a Director under this clause, the Full Member which appointed him or her will be entitled to appoint another person in his or her place.
- - The business of the Company shall be managed by the Board who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Act or by these regulations, required to be exercised by the Company in general meeting, subject nevertheless, to any of these regulations, to the provisions of the Act, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in general meeting; provided that any rule, regulation or by-law of the Company made by the Board may be disallowed by the Company in general meeting and provided further that no resolution of or regulation made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that resolution or regulation had not been passed or made.
- The Board may exercise all the powers of the Company to borrow money and to mortgage or charge its property, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt liability, or obligation of the Company.
- All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company, shall be signed drawn accepted, endorsed or otherwise executed, as the case may be, by any two Directors of the Board or in such other manner as the Board from time to time determines.
- The Board shall cause minutes to be made;
- of all appointments of Directors, officers and employees;
- of names of Directors present at all meetings of the Company and of the Board; and
- of all proceedings at all meetings of the Company and of the Board.
Such minutes shall be signed by the Chair of the meeting at which the proceedings were held or by the Chair of the next succeeding meeting.
- - The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit, but will meet at least three times per year. A Director may at any time, and the Secretary shall on the requisition of a Director, summon a meeting of the Board.
- Subject to this Constitution, questions arising at any meeting of the Board must be decided by unanimous vote of the Board and no resolution will be passed except by unanimous decision.
- A Director shall not vote in respect of any contract or proposed contract with the Company in which he or she is interested, or any matter arising thereto, and if he or she does so vote his or her vote shall not be counted.
- Subject to the Act, the quorum necessary for the transaction of the business of the Board shall be three Directors (each appointed by a Founding Member) or such greater number as may be fixed by the Board.
- The continuing Directors may act notwithstanding any vacancy in the Board, but if and so long as their number is reduced below the number fixed by or pursuant to this Constitution as the necessary quorum of the Board, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number for summoning a General Meeting of the Company but for no other purpose.
- The Chairperson shall preside as Chair at every meeting of the Board, or if there is no Chairperson or if at any meeting he or she is not present within ten minutes after the time appointed for holding the meeting, the Vice-Chairperson shall be Chair. If the Vice-Chairperson is not present at the meeting then the Directors may choose one of their number to be Chair of the meeting.
- The Board may delegate any of its powers and or functions (not being duties imposed on the Board as Directors of the Company by the Act or the general law) to committees consisting of such Directors as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board.
- A committee may elect a Chair of its meetings; if no such Chair is elected, or if at any meeting the Chair is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chair of the meeting.
- A committee may meet and adjourn as it thinks proper. Questions arising at any meeting must be determined by unanimous decision of the committee members present.
- All acts done by any meeting of the Board or of a committee or by any person acting as a Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid or that the Directors or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
- A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Director.
- - The Secretary shall in accordance with the Act be appointed by the Board for such term, at such remuneration and upon such condition as it thinks fit; and any Secretary so appointed may be removed by it. Nothing herein shall prevent the Board from appointing any Member as Honorary Secretary and any Member so appointed shall forthwith become an office-bearer of the Company and, if not already a Director, ex officio a Director.
- - The Board shall provide for the safe custody of the Seal, which shall only be used by the authority of the Board or of a committee of Directors authorised by the Board in that behalf, and every instrument to which the Seal is affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second member of the Board or by some other person appointed by the Board for the purpose.
- - The Board shall cause proper accounting and records to be kept and shall distribute copies of every profit and loss account and balance sheet (including every document required by law to be attached thereto) accompanied by a copy of the Auditor's report thereon as required by the Act provided, however, that the Board shall cause to be made out and laid before each Annual General Meeting a balance sheet and profit and loss account made up to date as required by the Act.
- The Board shall from time to time determine in accordance with Clause 59 of this Constitution at what times and places and under what conditions or regulations the accounting and other records of the Company shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or paper of the Company except as conferred by statute or by Clause 59 of this Constitution or authorised by the Board or by the Company in general meeting.
- - A properly qualified Auditor or Auditors shall be appointed and may be removed as provided for by the Act. Its or their remuneration shall be fixed and duties regulated in accordance with the Act and Clause 59 of this Constitution.
- - A notice may be given by the Company to any Member either personally or by sending it by post to the Member's registered address, or the address, supplied by the Member to the Company for the giving of notices, or by sending it by facsimile transmission or email to a facsimile number or email address, nominated by the Member for the purpose of serving notices on the Member. Where a notice is sent by post, service of the notice shall be deemed to be effected in the case of a notice of a meeting on the day after the date of its posting, and in any other case at the time at which the letter would be delivered in the ordinary course of post.
Notice of every general meeting shall be given in any manner hereinbefore authorised to:
No other person shall be entitled to receive notices of general meetings.
- every Full Member except those Full Members who (having no registered address within Australia) have not supplied to the Company an address for the giving of notices to them; and
- the Auditor or Auditors for the time being of the Company.
- - To the extent permitted by law, the Company may (by agreement or deed) indemnify each Relevant Officer against any Liability of that person and Legal Costs of that person.
- To the extent permitted by law the Company may pay, or agree to pay, a premium for a contract insuring a Relevant Officer against a Liability of that person and Legal Costs of that Person.
- In Clauses 52 and 53:
- the term "Relevant Officer" means a person who is, or has been, an officer of the Company (including a director or secretary);
- the term "Liability" means any liability incurred by a person as an officer of the Company;
- the term "Legal Costs" means legal costs incurred by a person in defending an action for a Liability of that person.
- The income and property of the Company however derived, shall be applied solely towards the promotion of the objects of the Company as set forth in this Constitution; and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to the Members of the Company.
Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Company, or to any Member of the Company, in return for any services actually rendered to the Company, nor prevent the payment of interest at a rate not exceeding interest at the rate for the time being charged by bankers in Sydney for overdrawn accounts on money lent or reasonable and proper rent for premises demised or let by any Member to the Company. In respect of any payment to any company of which a Director of the Company may be a member and in which such Director shall not hold more than one hundredth part of the capital, such Director shall not be bound to account for any share of profits he may receive in respect of such payment.
Ordinary Members and Members who are Directors of the Company may be employees and are subject to the same rights and obligations as employees, and their obligations as employees will take precedence over their rights as Members. A Member who is a Director of the Company is not entitled to a salary, wage or fee or other remuneration solely because he or she is a Director.
- The liability of the Members is limited.
- - Every Member of the Company undertakes to contribute to the property of the Company in the event of the same being wound up while he or she is a Member, or within one (1) year after he or she ceases to be a Member, for payment of the debts and liabilities of the Company contracted before he or she ceases to be a Member, and of the costs, charges, and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding $1.00.
- If upon the winding up or dissolution of the Company there remains after satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the Members of the Company but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Company 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 Company under or by virtue of Clause 55 hereof such institution or institutions to be determined by the Members of the Company at or before the time of dissolution and if and so far as effect cannot be given to the aforesaid provision then to some charitable objects.
- True accounts shall be kept of the sums of money received and expended by the Company and the matter in respect of which such receipt and expenditure takes place and of the property, credits and liabilities of the Company and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Company for the time being in force shall be open to the inspection of the Members. Once at least in every year the accounts of the Company shall be examined by one or more properly qualified Auditor or Auditors who shall report to the Members in accordance with the provisions of the Corporations Act.
ASONG : P.O. BOX 1018 Broadway N.S.W. 2007
PH: (02) 9935 7888 FAX: (02) 9935 7999
Office Address: APRA/AMCOS BUILDING
Level 1, 16 Mountain Street Ultimo N.S.W. 2007
All content © 2010 ASONG Ltd. ACN: 134 582 013