Contents
- Incorporated Associations
- Guides for Incorporated Associations
- Companies Limited By Guarantee
- Constitutional Template & Information
Incorporated Associations
The majority of community broadcasting stations choose the structure of the Incorporated Association when establishing their organisation.
Incorporation is a voluntary, simple and inexpensive means of establishing a legal entity. It is an alternative to forming, for example, a company limited by a guarantee, or co-operative. It is particularly suitable for small, community-based groups such as community broadcasting organisations.
The legal structure will dictate duties and responsibilities on the Boards and Committees of the organisation and the station’s employees. Some of these duties and responsibilities will come from general law, while others will be set out in the various pieces of legislation which allow for incorporation.
Legislation differs in each state or territory, so it is difficult to outline detailed requirements, but basically an Incorporated Association may need to:
- have a committee, responsible for managing the association
- have a public officer and notify any changes in that position
- have a registered office in its state of incorporation
- act in accordance with its objects and rules
- hold an annual general meeting once every calendar year
- lodge an annual statement every year
- keep proper accounting records and, in some states, prepare, have audited and lodge financial statements
- keep minutes of all committee and general meetings.
- keep registers of members and all committee members
- have a common seal.
Guides for Incorporated Associations
Running an incorporated association is a simple and more affordable means of creating a separate legal entity for small, community-based groups with limited resources.
In recent years there have been changes to incorporated association regulation and financial reporting procedures, and these can differ depending on which state your association operates within.
State-specific and Australia-wide guides for running and managing your incorporated association:
Companies Limited By Guarantee
Under a company structure, charitable or not-for-profit organisations will generally be registered as public companies that are limited by guarantee. Limited by guarantee means the liability of the company’s members is limited to the amount the members undertake to contribute to the property of the company if it is wound up.
Companies are registered under the Corporations Act 2001(Corporations Act), which is Commonwealth legislation administered by ASIC. A company’s registration is recognised Australia wide.
At the very least, a public company must:
- have at least three directors and one secretary
- have at least one member
- have a registered office address and principal place of business located in Australia
- have its registered office open and accessible to the public
- be internally managed by a constitution or replaceable rules
- maintain a register of its members
- keep a record of all directors’ and members; meeting minutes and resolutions
- appoint a registered company auditor within one month of its registration
- keep proper financial records
- prepare, have audited and lodge financial statements and reports after the end of every financial year (this requirement does not apply to some companies that are limited by guarantee
- send to its members a copy of its financial statements and reports, unless the member has a standing arrangement with the company not to receive them
- hold an annual general meeting once every calendar year within five months after the end of its financial year
- receive and review an annual company statement and pay an annual review fee (a charitable or not-for-profit company may be eligible for a reduced annual review fee if it meets the criteria under the definition of ‘special purpose company’ in reg 3(a), (b), (c) or (d) of the Corporations (Review Fees) Regulations 2003, and
- lodge notices whenever changes to its officeholders, office addresses, constitution and its name occur within specified timeframes as determined by the Corporations Act
You can check if a company is a small company limited by guarantee in a particular financial year on the ASIC website.
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Constitutional Template & Information
The constitution should give clear guidelines on your station's structures and processes including how meetings occur, timeframes of notification for AGMs and Special Meetings, number of directors or members sitting on a board, and who is eligible to vote at meetings.
Download:
The CBAA Constitutional Template available provides community broadcasting organisations with guide documentation for the development or revision of their constitution. This template cannot be adopted as a constitution without amendment - it requires careful examination and consideration by the board or management committee.
The content is borrowed from a variety of state-based Model Rules, but also incorporates constitutional content required by the Australian Communications and Media Authority to meet licensing eligibility criteria.
Download: CBAA Constitutional Template
Changing the station’s rules or constitution
The rules or constitution of a not-for-profit are a road map for running the organisation. It is also a legal requirement that an organisation and its members follow the rules of the organisation.
These guides look at the legal requirements around changing your incorporated association's rules or constitution. There are separate guides dependent on which state your station operates within. Most community radio stations are incorporated associations.
See more resources: Not-for-profit Law
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