Radio Eastern Sydney Co-operative Limited Notice of 2022 Annual General Meeting

To: all members of the Radio Eastern Sydney Co-operative Limited (the Co- operative)

From: Gemma Purves, Secretary, Eastside Radio Re: 2022 Annual General Meeting

The Board hereby gives notice that the Co-operative’s 2022 Annual General Meeting (AGM) will be held on Wednesday, 30th March 2022 at 6.00pm.

All proxies must be lodged in person at the station or electronically to tony@eastsidefm.org by no later than 6pm on Monday the 28th of March 2022.

The business of the AGM shall be as follows:

1. (i)  confirmation of the minutes of the 2021 AGM,
2. (ii)  consideration of reports, including financial reports for the year ending

31 December 2021,
(iv) questions about or comment on the management of the Co-operative and opportunity to ask the auditor or their representative, if present, questions relevant to the conduct of the audit and the preparation and content of the auditor’s report and the accounting policies adopted by the Co-operative in relation to the financial statements,

5. (v)  matters on notice (see below), and
6. (vi)  election of directors –

(A) appointment of Returning Officer,

(B) declaration of results.

IMPORTANT: AFTER receiving nominations and other information for which notice is given below, a FURTHER notice will be issued to Co-operative members, including:

• Draft minutes of the 2021 AGM,
• Annual Report of Directors
• Audited Financial Accounts (as previously circulated)
• Details of special resolutions
• Information about candidates for election, and
• Motions on notice.

  1. Matters on notice

  If you have any motions (proposed decisions) for debate at the AGM, they need to be provided ahead of the meeting, in writing, by Wednesday, 23rd of March 2022. You can email your motions to either of:
  – the Managing Director’s email address: tony@eastsidefm.org, or

  – the Chair’s email address: chairman@eastsidefm.org

2. Election of directors

The Co-operative has a Board of Directors, comprised of:

• five persons, each elected for a term of office of two years, and
• two additional nominated positions, appointed for a fixed term until the end of the 2023 AGM.

  Two directors are retiring at the 2022 AGM and present themselves for re- election; being Gemma Purves and Derryn Webster.

  The continuing elected Board members are Sonia de Freitas, Sharmaine Spencer and Chris Zinn. Jonathan Benjamin and John Feitelson will continue in their Board-nominated positions until the end of the AGM 2023.

  The Board gives notice that nominations are open for positions of director of the Co-operative:

1. (i)  nominations close at 6pm on Friday, 25th March 2022;
2. (ii)  the Co-operatives rules require that nominations must be lodged with the

Station. We will accept nominations:

1. (a)  handed to the Managing Director personally (during office hours); or
2. (b)  posted to the station’s street or postal address; or
3. (c)  scanned and emailed to either of:

• the Managing Director’s email address: tony@eastsidefm.org, or
• the Chair’s email address: chairman@eastsidefm.org

(iii) to be qualified for nomination as a director, you must be:

1. (a)  a natural person (that is, not an organisation), at least 18 years old; and
2. (b)  either an employee of the Co-operative, or an “active member” of the Co-

operative; in order to establish active membership of the Co-operative, a member must pay an annual subscription and:

● be trained as an on-air presenter and present at least five hours of programming per calendar year, or

● be registered as an off-air volunteer and undertake at least 20 hours work at the direction of station management per calendar year, or

● serve in a voluntary capacity as a director, or on a subcommittee, for not less than four months in any calendar year

(iv) the duties and responsibilities of a director are to manage the business of the Co-operative

5. (v)  the position of director is not remunerated
6. (vi)  a nomination must:

1. (a)  be signed by two or more members; and
2. (b)  provide details of the qualifications and experience of the person

nominated; and

(c) be accompanied by a notice in writing signed by the nominee consenting to their nomination

The procedure for election is as follows:

– The Board, or an officer nominated by the Board, shall give details of each person who has been nominated to members with the notice of the annual general meeting (by Monday 28th March 2022).

– Details to be provided must include the nominee’s:

1. (a)  name,
2. (b)  qualifications and experience, and
3. (c)  length of any previous service as a director of the Co-operative or with any

other co-operative.

– Where the number of nominees exceeds the number of vacancies, the election of directors shall be conducted at the meeting by poll as follows:

(a) A Returning Officer is elected at the meeting. The directors, secretary, or anyone who has an interest in the election, are not eligible to be the Returning Officer,

2. (b)  All nominees are to be listed on the ballot form in alphabetical order,
3. (c)  The Returning Officer is responsible for determining the validity of and

counting of the votes,

4. (d)  If there is an equality of votes, the outcome shall be determined by lot,
5. (e)  The Returning Officer is to declare the election results.

– If any vacancies remain at the end of the meeting, those vacancies shall be casual vacancies and shall be filled later in accordance with the Rules.

The Board looks forward to seeing you all at the AGM.

Gemma Purves
Secretary
Radio Eastern Sydney Co-operative Limited 16 February 2022