QUEENSLAND RADIO FOR THE
PRINT HANDICAPPED LIMITED
ARTICLES OF ASSOCIATION
1. In these Articles
"the Act" means "The Queensland Companies Act"
"the Association" means "Queensland Radio for the Print
"the unincorporated Association" means the unincorporated
body known as "Queensland Radio for the Print Handicapped"
whose funds, assets and liabilities the Association is
authorised to take over by Clause 2 (B) of the Memorandum of
"the Committee" means the Board of Directors or Governing
Council of the Association
"the Seal" means the Common Seal of the Association
"State" means the State of Queensland
any expressions contained in these Articles referring to
"writing" shall, unless the contrary intention appears, be
construed as including reference to printing, lithography,
photography or other modes of reproducing words in a visible
form words or expressions contained in these Articles shall
be interpreted in accordance with the provisions of "The
Queensland Companies Act" as in force at the date on which
these Articles become binding on the Association.
2. The Association is established for the purposes set out in
the Memorandum of Association.
3. The number of members with which the Association intends to
be registered is fifteen but the Committee may from time to
time, register an increase of members.
4. The Subscribers to the Memorandum of Association and other
such persons as the Committee may admit to membership in
accordance with these Articles, shall be members of the
5. Every applicant for membership of the Association shall make
application for membership in the manner to be determined
from time to time by the committee.
6. At the next meeting of the Committee following the receipt
of any application for membership, such application for
membership shall be considered by the Committee who shall
thereupon determine the admission or rejection of the
applicant. In no case shall the Committee be required to
give any reason for the rejection of an applicant.
7. When an applicant for membership has been accepted by the
Committee, the Secretary shall forthwith forward to the
applicant notice of acceptance or rejection of his/her
application for membership subject to payment of the
applicant's first membership fee.
8. The annual membership fee payable by members of the
Association shall be such as the Association from time to
time shall describe.
9. All annual membership fees shall become due and payable in
advance on the first day of July in every year.
CESSATION OF MEMBERSHIP
10. If the membership fee of a member shall remain unpaid for a
period of two calendar months after it has become due, then
the member may, after notice of the default shall have been
forwarded to him/her in writing by the Secretary or
Treasurer, be debarred by resolution of the Committee from
all privileges of membership; provided always that, upon
payment of the arrears the Committee may reinstate the
member if it thinks that to be meet.
11. A member may, at any time, by giving notice in writing to
the Secretary, resign his/her membership of the Association
but shall continue to be liable for any arrears of
membership fees prior to the date of his/her resignation and
for all other moneys due by him/her to the Association and
in addition for any sum, not exceeding the sum of thirty
dollars for which he would be liable under Clause 7 of the
Memorandum of Association.
12. If any member shall wilfully refuse or neglect to comply
with the Memorandum or Articles of Association or shall be
guilty of any conduct which, in the opinion of the Committee
is unbecoming of the member or prejudicial to the interests
of the Association, the Committee shall have the power by
resolution to censure, fine, suspend or terminate the
membership of a member provided always that, not less than
fourteen days before the meeting of the Committee at which
such a resolution is to be presented, the member shall have
notice of the meeting, what is alleged against him/her, the
intended resolution and that he shall be at such Committee
meeting and before any vote is taken on the resolution, the
member shall be given the opportunity of making any
explanation or defence he/she may think fit and provided
further that any such member may be notice in writing lodged
not less than three days before the holding of the Committee
meeting at which the resolution is to be considered by the
Committee, elect to have the matter determined by the
Association in general meeting and in that event, an
extraordinary general meeting of the Association shall be
called for the purpose and if, at such extra-ordinary
meeting, the resolution is passed by the majority of persons
present and voting, the member concerned shall be punished
accordingly and in the case of a resolution for the
termination of his/her membership, his/her membership shall
be terminated forthwith.
13. An Annual General Meeting of the Association shall be held
in accordance with the provisions of the Act. All general
meetings other than the Annual General Meeting shall be
called "Extraordinary General Meetings".
14. Any member of the Committee may, whenever he deems fit,
convene an Extraordinary General Meeting and Extraordinary
General Meetings shall be convened on such requisition or
shall be convened upon the requisition of such
requisitionists as prescribed in the Act.
15. Subject to the provisions of the Act relating to Special
Resolutions and agreements for shorter notice, fourteen days
notice in writing (exclusive of the day upon which it was
served and exclusive of the day of the meeting) shall be
given to such persons who are entitled to receive such
notices from the Association. Such notice of Extraordinary
General Meeting shall specify the day, the hour of the
meeting and in the case of Special Business, the general
nature of that business.
16. For the purposes of Article 16, all business transacted at
an extraordinary meeting shall be Special Business and all
business, other than the presentation of Accounts, Balance
Sheets, Report of the Auditor and Report of the Committee,
the election of Officers and the appointment of Auditors
(if necessary), shall be Special Business.
PROCEEDINGS AT GENERAL MEETINGS
17. 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 provided, ten
persons shall become a quorum. For the purposes of this
Article, "member" includes a person attending as a member's
proxy or a person representing a corporation of which he is
a member or employee.
18. If within half an hour of the time appointed for the meeting
a quorum is not present, the meeting, if convened upon the
requisition of members, shall be dissolved. In any other
case, it shall stand adjourned to such date time and place
that the Committee shall determine and, if at the adjourned
meeting, a quorum is not present within a half hour of the
time appointed for the meeting, the members present (being
not less than three) shall be a quorum.
19. The President shall preside as a Chairman at every general
meeting of the Association, or if there is no President, or
if he/she is not present within fifteen minutes of the time
appointed for the holding of the meeting, or is unwilling to
act, then the Vice-President shall be Chairman and if the
Vice-President is not present or is unwilling to act, then
the members present shall elect one of their number to be
Chairman of the meeting.
20. The Chairman may, with the consent of the meeting at which a
quorum is present (and 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 in the same manner as for
the original meeting. Save as aforesaid, it shall not be
necessary to give any notice of adjournment or the business
to be transacted at an adjourned meeting.
21. At any general meeting, any resolution put to the vote of
the meeting, shall be decided by a show of hands unless a
poll is (before or on the declaration of the show of hands)
demanded (a) by the Chairman or (b) by at least three
persons present who are members. Unless a poll is demanded
a declaration by the Chairman that a resolution has been
carried on a show of hands by a majority, or unanimously or
by a particular majority or lost and an entry to that effect
is made in the book containing the minutes of the Meetings
of the Association, shall be conclusive evidence of the fact
(without proof of the number or proportion of the votes
recorded in favour or against the resolution). Any demand
for a poll may be withdrawn.
22. 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 Chairman directs and the result of the
poll shall be the resolution of the meeting at which the
poll was demanded. A poll demanded on the question of the
election of a Chairman or an adjournment shall be taken
23. In the case of an equality of votes, whether on a show of
hands or on a poll, the Chairman of the meeting shall be
entitled to a second or casting vote.
24. A member may vote in person or by proxy or by attorney and
on a show of hands, every person present who is a member or
a representative of a member shall have one vote and on a
poll every person present who is a member or the
representative of a member shall have one vote.
25. A member who is of unsound mind or whose Estate is liable to
be dealt with in any manner under the law relating to the
mental health of a person, may vote on a show of hands or on
a poll, by his/her Committee or by any such other person who
properly has the management of his/her Estate and such
Committee or person may vote by proxy or attorney.
26. No member shall be entitled to vote at any general meeting
if his/her annual subscription shall be more than one month
in arrears at the date of the meeting.
27. The instrument appointing a proxy shall be in writing under
the hand of the appointer or of his/her attorney duly
authorised in writing. No more than 2 proxies shall be
authorised per member. If the appointer is a corporation
either under seal or under the hand of a duly authorised
Officer of that corporation. The instrument appointing a
proxy shall be deemed to confer authority to demand or join
in demanding a poll. A member shall be entitled to instruct
his/her proxy to vote in favour or against any resolution
and unless otherwise instructed the proxy may vote as he/she
28. The instrument appointing a proxy may be in the following
form or in the common or usual form:-
QUEENSLAND RADIO FOR THE PRINT HANDICAPPED LIMITED
I ...............of...............being a member of
Queensland Radio for the Print Handicapped Limited hereby
appoint ...................of....................(or failing
him/her ............of.............) as proxy to vote on my
behalf at the Annual (or Extraordinary as the case may be)
General Meeting of the Association to be held on
the ........... day of ....... 19.. or any adjournment
My proxy is hereby authorised to vote in favour/against the
Signed this .......... day of ................ 19 ......
29. The instrument appointing a proxy and the power of attorney
if any, under which it is signed or a notararily certified
copy of that power or authority shall be deposited at the
Registered Office of the Association or at such other place
within the State as specified for that purpose in the Notice
convening the meeting, not less than forty-eight hours
before the holding of 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
30. A vote taken 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
the 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 Association at its
Registered Office before the commencement of the meeting or
adjourned meeting at which the instrument is used.
THE COMMITTEE (INCLUDING OFFICE BEARERS)
31. The office bearers of the Association shall be a President,
Vice-President, Treasurer and Secretary, all of whom shall
be members of the Association.
32. (A) All members of the Committee shall be appointed for a 2
year term, except in the first instance where half of
the Committee shall be appointed for a 1 year term, and
the other half for a term of 2 years. All retiring
members will be eligible for re-election.
(B) Thereafter the Committee shall consist of office
bearers and four or more other members of the
Association who shall be elected as herein provided
together with those persons who shall be members of the
Committee by virtue of Paragraph (C) of this Clause.
(C) Subject to the approval of a majority of members
present and voting at an Annual General Meeting and
subject to such terms and conditions as may be imposed
by such meeting any charitable organisation or body
corporate shall qualify as an organisation entitled to
nominate a member of the Committee who shall be a
member as of right and shall not be liable to election
during membership of the Committee provided always that
the right to nominate a member of the Committee may be
withdrawn by the vote of the majority of members
present and voting at any Annual General Meeting or
extraordinary meeting of the Association.
Notwithstanding anything contained in this Clause, no
person who shall be a member of the Committee by virtue
of this Paragraph, shall be an office bearer of the
Association. Notwithstanding anything contained in
this clause, the number of persons who may be members
of the Committee by virtue of this Paragraph shall not
exceed one-third the number of elected members of the
33. At every Annual General Meeting elections will be held. The
office bearers and other members of the Committee to be
elected, shall be elected by the vote of the majority of
members present and voting and such office bearers and
members of the Committee shall hold office until the next
Annual General Meeting of the Association, relative to the 1
year or 2 year term, whereupon they shall retire but shall
be eligible for re-election. Nothing in this Clause shall
compel any person who is a member of the Committee as of
right to retire from that position.
34. The election of office bearers and other members of the
Committee shall take place in the following manner:-
(A) Any two members of the Association shall be at liberty
to nominate any other member to serve as an office
bearer or member of the Committee.
(B) The nomination which shall be in writing and signed by
the proposer and seconder and shall be lodged with the
Secretary at least fourteen days before the Annual
General Meeting at which the election is to take place.
(C) A list of candidates' names in alphabetical order with
the names of the respective proposers and seconders
shall be posted in a conspicuous place in the
Registered Office of the Association for at least seven
days before the Annual General Meeting.
(D) Balloting lists shall be prepared, if necessary,
containing only the names of the candidates listed in
alphabetical order and each member present at the
Annual General Meeting shall be entitled to vote for
any number of such candidates not exceeding the number
(E) In the event of any vacancy occurring in the membership
of the Committee, or there being insufficient
nominations, the Committee, in its discretion, may
appoint a member to fill that vacancy until the next
Annual General Meeting.
35. The Association may, from time to time, by ordinary
resolution passed at an Annual General Meeting, increase or
reduce the number of office bearers or members of the
36. The Committee shall have power at any time, and from time to
time, to appoint any member of the Committee either to fill
a casual vacancy or as an addition to the existing Office
Bearers or other members of the Committee but so that the
total number of Office Bearers and other members of the
Committee shall not at any time exceed the number fixed in
accordance with these Articles. Any Office Bearer or
Committee member so appointed shall only hold office until
the next Annual General Meeting.
37. The Association may by ordinary resolution of which special
notice has been given remove any office bearer or member of
the Committee before the expiration of his/her period of
office and may be ordinary resolution appoint another person
in his/her stead. The person so appointed shall hold office
only until the next following Annual General Meeting.
38. The office of a member of the Committee shall become vacant
if the member (a) becomes bankrupt or makes any arrangement
with or composition with his/her creditors generally (b)
becomes prohibited from being the Director of any Company by
reason of any Order made under the Act (c) ceases to be a
member of the Committee by operation of Section 121 of the
Act (d) becomes of unsound mind or a person whose person or
Estate is liable to be dealt with in any manner under the
law relating to mental health (e) resigns his/her office by
notice in writing to the Association (f) for more than three
months is absent from Committee meetings without the
permission of the Committee (g) ceases to be a member of the
Association or (h) is directly or indirectly interested in
any contract with the Association provided always that
nothing contained herein shall affect the operation of
Clause 3 of the Memorandum of Association.
POWERS AND DUTIES OF THE COMMITTEE
39. The business of the Association shall be managed by the
Committee who may pay all expenses incurred in promoting and
registering the Association and may exercise all such powers
of the Association as are not by the Act or these Articles
required to be exercised by the Association in general
meeting subject nevertheless to any of these Articles, to
the provisions of the Act and to the provisions of the
Regulations not being inconsistent with the aforesaid
Articles or provisions, as may be prescribed by the
Association in general meeting provided that any rule,
regulation or by-law made by the Association may be
disallowed by the Association in general meeting and
provided further that no resolution or regulation made by
the Association in general meeting shall not invalidate any
prior act of the Committee which would have been valid if
such resolution or regulation had not been passed or made.
40. The Committee may exercise all the powers of the Association
to borrow money, mortgage or charge its property or part
thereof, and to issue debentures or other securities whether
outright or as security for any debt liability or obligation
of the Association.
41. For the purposes of Clause 3 of the Memorandum of
Association, the rate of interest payable in respect of
money lent by members of the Association to the Association,
shall not exceed the lowest rate for the time being paid by
Banks in the State in respect of term deposits.
42. 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, endorsed,
accepted or otherwise executed by any two of the President,
Treasurer and Secretary or in any such manner as the
Committee may from time to time determine.
43. The Committee shall cause Minutes to be made
(A) of all appointments of officers and servants
(B) of names of members of the Committee present at all
meetings of the Committee and of the Association
(C) of all proceedings of meetings of the Committee and of
Such Minutes shall be signed by the Chairman of the meeting
at which the proceedings were held or by the Chairman of the
next succeeding meeting.
44. The Committee may meet together for the dispatch of
business, adjourn and otherwise regulate its meetings as it
thinks fit. A member of the Committee may at any time, and
the Secretary shall on the requisition of a member of the
Committee, summon a meeting of the Committee.
45. Subject to these Articles, questions arising at any meeting
of the Committee shall be decided by a majority of votes and
a determination by a majority of votes of the members of the
Committee shall, for all purposes, be deemed a determination
of the Committee. In the event of an equality of votes, the
Chairman of the meeting shall have a second or casting vote.
46. Subject to the provisions of Article 40(h), a member of the
Committee shall not vote in respect of any contract or
proposed contract with the Association in which he/she is
interested or any matter arising thereout and if he/she does
so vote, his/her vote shall not be counted.
47. The quorum necessary for the transaction of business of the
Committee shall be a majority of the total Committee as
provided for in Articles 31 and 32 or such greater number as
may be fixed by the Committee.
48. The continuing members of the Committee may act
notwithstanding any vacancy in the Committee but if, and so
long as their number is reduced below the number fixed by or
pursuant to these Articles as the necessary quorum of the
Committee, the continuing member or members may, for the
purpose of increasing the number of members of the Committee
to that number or of summoning a general meeting of the
Association but for no other purpose.
49. The President shall preside as Chairman at every meeting of
the Committee or if there is no President or if at any
meeting he/she is not present within ten minutes of the time
appointed for the holding of the meeting, the Vice-President
shall be Chairman or if the Vice-President is not present at
the meeting, the members may choose one of their number to
be Chairman of the meeting.
50. The Committee may delegate any of its powers and or
functions (not being duties imposed on the Committee as
Directors of the Company by the Act or by the general law)
to one or more sub-Committees consisting of such members of
the Association as the Committee thinks fit. Any sub-
Committee so formed shall conform to any regulation that may
be imposed by the Committee and subject hereto, shall have
the power to co-opt any member or members of the Association
and all members of such sub-Committees shall have one vote
with respect to voting on sub-Committee business.
51. The Committee may appoint one or more Advisory Boards
consisting of such members of the Association and other
persons as the Committee may think fit. Such Advisory
Boards shall act in an advisory capacity only. Such
Advisory Boards shall conform to any regulation which may be
imposted upon them by the Committee and subject thereto
shall have the power to co-opt any member or members of the
Association or other persons and all members of such
Advisory boards shall have one vote with respecting to
voting on the business of the Board.
52. A sub-Committee may meet and adjourn as it thinks proper.
Questions arising at any meeting shall be determined by a
majority of votes of the members present and in the event of
an equality of votes, the Chairman shall have a second or
53. All acts done by any meeting of the Committee or of a sub-
Committee or by any person acting as a member of the
Committee shall, notwithstanding that it was afterwards
discovered that there was some defect in the appointment of
such member or person acting as aforesaid or that the
members of the Committee or any of them were disqualified,
be as valid as if every such member had been appointed
properly and was qualified to be a member of the Committee.
54. A resolution in writing and signed by all members of the
Committee in Australia for the time being entitled to
receive notice of a meeting of the Committee shall be as
valid and effectual as if it had been passed at a meeting of
the Committee duly convened and held. Any such resolution
may consist of several documents in like form, each signed
by one or more members of the Committee.
55. The Committee shall provide for the safe custody of the Seal
which shall only be used by the authority of the Committee
or of a sub-Committee of the members of the Committee
authorised by the Committee in that behalf and every
instrument to which the Seal is affixed shall be signed by a
member of the Committee and shall be counter-signed by the
Secretary or by a second member of the Committee or by some
other person appointed by the Committee for that purpose.
56. The Committee shall cause proper accounting and other
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. The Committee shall cause to be made and laid out
before each Annual General Meeting the Balance Sheet and
Profit and Loss Account made up to date not more than six
months before the date of the meeting.
57. The Committee shall from time to time determine in
accordance with Clause 7 of the Memorandum of Association at
what times and places and under what conditions or
regulations the accounting or other records of the
Association shall be open to the inspection of members.
58. A properly qualified Auditor or Auditors shall be appointed
and his/her or their duties regulated in accordance with the
59. Any Notice required by law or by or under these Articles to
be given to any member shall be given by sending it by pre-
paid post to him/her at his/her registered address of (if
he/she has no registered address within the State) to the
address, if any, within the State supplied by him/her to the
Association for the giving of Notices to him/her. Where a
Notice is sent by post it shall be effected by properly
addressing, pre-paying and posting a letter containing the
Notice and shall be deemed to have been effected in the case
of Notice of a meeting two days after the date of its
posting and in any other case, at such time at which the
letter would be delivered in the ordinary course of post.
60. (1) Notice of every general meeting shall be given in any
manner herein authorised to (a) every member except
those members who (having no registered address within
the State) have not supplied an address to the
Association for the purpose of giving Notice to them
and (b) the Auditor or Auditors for the time being of
(2) No other persons shall be entitled to receive Notices
of a general meeting.
61. The organisation shall be dissolved
(A) if the membership is less than three persons; or
(B) If a resolution to that effect is carried by a vote of
a three-fourths majority of the financial members
present at a general meeting convened to consider the
The property and other assets of the organisation remaining
after the payment of all expenses and other liabilities
shall be handed over to some other organisation or
organisations (having similar objects or in part similar
objects) gifts to which are allowable deductions under the
provisions of Section 78 (1) (a) of the Income Tax
Assessment Act as the majority of members present at such
general meeting, by resolution, may decide.
62. Provisions of Clause 6 of the Memorandum of Association
relating to the winding-up or dissolution of the Association
shall have effect and be observed as if the same were
repeated in these Articles.
63. Every member of the Committee, Secretary, Auditor or other
officer for the time being of the Association shall be
indemnified out of the assets of the Association against any
liability arising out of the execution of the duties of
his/her office which is incurred by him/her in defending any
proceeding whether civil or criminal in which Judgment is
given in his/her favour or in which he/she is acquitted or
in connection with any application under the Act in which
relief is granted to him/herby the Court in respect of any
negligence, default, breach of duty or breach of Trust.
DATED this day of 19