Constitution of National Indigenous TV Limited

Table of Contents
1. Definitions 1
2. Interpretation 2
3. Replaceable Rules 2
4. Actions authorised under the Act and compliance with the Act 2
5. Objects 2
6. Members 3
6.1 General Membership 3
6.2 Nomination 3
6.3 Resignation of a Member 4
6.4 Misconduct of a Member 4
6.5 Removal of a Member 5
6.6 Cessation of membership 5
6.7 Liability for amounts following cessation of membership 5
7. General Meetings 5
7.1 Power of directors to convene 5
7.2 Annual General Meeting 6
7.3 Notice of general meetings 6
7.4 Business of general meetings 6
7.5 Quorum 6
7.6 If quorum not present 6
7.7 Chair of meetings 7
7.8 Adjournments 7
7.9 Voting at general meetings 7
7.10 Procedure for polls 7
7.11 Chair's casting vote 8
7.12 Representation and voting of members 8
7.13 Objections to qualification to vote 8
7.14 Number of proxies 8
7.15 Form of proxy 8
7.16 Lodgement of proxies 8
7.17 Validity of proxies 9
7.18 Where proxy is incomplete 9
7.19 Right of secretary and others to attend general meeting 9
8. Board 9
8.1 Directors 9
8.2 Powers 10
8.3 Maximum Term of Appointment 11
8.4 Nomination 11
8.5 Election/Appointment 11
8.6 Retirement 11
8.7 Vacation of office 12
Constitution of National Indigenous TV
Limited
8.8 Casual vacancy 12
8.9 Appointment of attorneys 12
8.10 Negotiable instruments 13
9. Proceedings of the Board 13
9.1 Proceedings 13
9.2 Meetings by technology 13
9.3 Quorum at meetings 14
9.4 Chair of the Board 14
9.5 Proceedings at meetings 14
9.6 Conflicts of Interests 14
9.7 Material Personal Interest 14
9.8 Delegation 15
9.9 Written Resolutions 15
9.10 Committees 16
9.11 Defects in appointments 16
10. Chief Executive Officer 16
10.1 Power to appoint CEO 16
10.2 Remuneration 16
10.3 Delegation of powers to CEO 16
11. Secretaries and other officers 17
11.1 Secretaries 17
11.2 Other officers 17
12. Application of income and property 17
12.1 Profits 17
12.2 Payments in good faith 17
12.3 Directors fees and remuneration 18
13. Limited Liability 18
14. Extent of liability 18
15. Notices generally 18
16. Notices of general meeting 19
17. Winding Up 19
18. Indemnity 20
18.1 Indemnity Coverage 20
18.2 Authority to enter into indemnity or insurance 21
18.3 Continuation of benefit 21
19. Seals and their use 21
20. Inspection of records 21
Constitution of National Indigenous TV
Limited

1. Definitions
The following definitions apply in this constitution unless the context otherwise requires.
Act means the Corporations Act 2001 and the Corporations Regulations.
Board means the Directors for the time being of the company.
Broadcasting Services Act means the Broadcasting Services Act 1992 (Cth).
CEO means the Chief Executive Officer of the company.
Chair means a natural person of Aboriginal or Torres Strait Islander descent who is elected under
Rule 9.4; except that the initial [or ‘inaugural’] Chair will be chosen by the Board from among the
directors appointed under Rule 8.1(b)(ii).
Director means a person appointed or elected to the office of director of the company in accordance
with this constitution
Foundation Members means:
(i) Imparja Television Pty Limited (Imparja); ACN 009 630 120
(ii) The Australian Indigenous Communications Association Incorporated (Australian
Indigenous Communication Association);
(iii) Indigenous Screen Australia Incorporated (Indigenous Screen Australia);
(iv) Indigenous Remote Communications Association (Indigenous Remote
Communications Association);
(v) Federation of Aboriginal and Torres Strait Islander Languages Corporation
(Federation of Aboriginal and Torres Strait Islander Languages); and
(vi) Indigenous Community Television Ltd (ICTV).ACN 122 250 533
Funding Agreement means the Funding Agreement on or about the date of this Constitution
between the company and the Commonwealth of Australia, as represented by the Department of
Communications, Information Technology and the Arts.
Indigenous Screen Industry means the industry of Indigenous organisations and people that
produces visual content (with or without associated sound) for display on an audio visual screen
device now known or developed at any time after the date of adoption of this constitution.
Member means any person (including a Foundation Member) who is admitted to the general
membership of the company and registered as a member of the company. The Foundation Members
will be admitted to membership of the company at the date of adoption of this constitution.
Member Present means, in connection with a meeting, the Member present at the venue or venues
for the meeting in person or by proxy, by attorney or, where the Member is a body corporate, by
representative.
Seal means any common seal or duplicate common seal of the company.

2. Interpretation
Headings are for convenience only and do not affect interpretation. The following rules of
interpretation apply unless the context requires otherwise.
(a) A gender includes all genders.
(b) The singular includes the plural and conversely.
(c) Where a word or phrase is defined, its other grammatical forms have a corresponding
meaning.
(d) A reference to a paragraph or sub-paragraph is to a paragraph or sub-paragraph, as the
case may be, of the Rule or paragraph, respectively, in which the reference appears.
(e) A reference to any legislation or to any provision of any legislation includes any
modification or re-enactment of it, any legislative provision substituted for it, and all
regulations and statutory instruments issued under it.
(f) All expressions in this constitution shall have the same meaning as in the Act unless
otherwise stated or defined.
(g) Except in so far as a contrary intention appears in this constitution, an expression has, in a
provision of this constitution which relates to a particular provision of the Act, the same
meaning as in that provision of the Act
(h) A reference to a person or persons includes an organisation as well as to an individual or
body corporate.

3. Replaceable Rules
The replaceable rules contained in the Act do not apply to the company.

4. Actions authorised under the Act and compliance with the Act
Where the Act authorises or permits a company to do any matter or thing if so authorised by its
constitution, the company is and will be taken by this Rule to be authorised or permitted to do that
matter or thing, despite any other provisions of this constitution.

5. Objects
The company is established to carry on the business of developing and producing television
content that informs, entertains and educates Indigenous and non-Indigenous people and to
commission quality programming content throughout Australia particularly from Indigenous
producers and Indigenous media organisations.
Accordingly the company shall also have as its objects:
(a) To develop and produce Indigenous television content and provide it to transmission
providers within Australia in compliance with the Broadcasting Services Act or any other
law.
(b) To provide program production services in the areas of health, education, law, social
security and items of public interest, and in doing so attempt to overcome the severe
problems existent within Indigenous communities.
(c) To prevent cultural disintegration within Indigenous society by the commissioning and
provision of programs in Australian languages with emphasis on Indigenous traditional
culture and music.
(d) To promote knowledge, and understanding by the Australian community of Indigenous
culture and tradition.
(e) To engage in and conduct research into areas of audience demand and program
production to and for the benefit of Indigenous people.
(f) To ensure access by Indigenous people to existing and new media in order that they may
benefit from them.
(g) To facilitate the recording and preserving of Indigenous oral history and music by
commissioning of relevant programs.
(h) To assist in alleviating significant economic disadvantage, including poverty in
Indigenous communities, by employing and training Indigenous people in the areas of
broadcasting and program production in existing and new media.
(i) To assist in alleviating significant economic disadvantages including poverty that exist
within Indigenous communities by providing employment opportunities for Indigenous
people in producing programs and in the dissemination of information as regards
employment opportunities and work programs.
(j) To undertake and implement activities which further the economic and social
development of Indigenous people and which are conducive to the advancement of
Indigenous people.

6. Members
6.1 General Membership
(a) The company will have at least 2 Members and no maximum number of Members.
(b) The Members of the company will be those persons admitted to the membership of the
company whose names are entered in the company’s register of members. To qualify for
admission to membership a person must:
(i) be a natural person of Aboriginal or Torres Strait Islander descent or a body
corporate controlled by a natural person of Aboriginal or Torres Strait Islander
descent; and
(ii) in the opinion of the Board, demonstrate direct experience in the Indigenous
Screen Industry.

6.2 Nomination
(a) New members must be nominated by 2 Members.
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(b) Nominations for any person to become a Member must be submitted to the Board in
writing, signed by the nominee and the 2 Members making the nomination and in a form
prescribed by the Board from time to time, if any.
(c) Upon receipt of the nomination for membership, the Board must, no later than at the next
meeting of the Board, decide whether or not to admit the nominee in its absolute
discretion.
(d) When a nomination for membership has been decided, the secretary (or any Director
appointed by the Board for that purpose) must notify the nominee of the decision. The
notification by the secretary may be given in the manner set out in Rule 15 as if the
notification were a notice to a Member.
(e) Upon the Board approving the admission of a person as a Member under this Rule, the
nominee must immediately be registered in the company’s register of Members and will
become a Member upon registration.

6.3 Resignation of a Member
(a) Subject to paragraph (b), a Member may at any time, by giving written notice to the
secretary, resign as a Member of the company. The resignation will be effective from the
date of receipt of the written notice by the secretary, at which time that Member’s name
must be removed from the register of Members.
(b) If:
(i) there is only one Member and the Member gives proper notice of their resignation
in accordance with paragraph (a); or
(ii) on the same day all of the Members give proper notice of their resignation in
accordance with paragraph (a),
the notice will be ineffective and the Member or Members cannot resign until either another
person is appointed as a Member or the company is wound up.

6.4 Misconduct of a Member
(a) If any Member:
(i) is in breach of the provisions of this constitution; or
(ii) is guilty of any act or omission which, in the opinion of the Board is unbecoming
of a Member or prejudicial to the interest of the company,
the Board may expel the Member from the company and remove the Member's name from
the register of Members.
(b) The Board must not expel a Member under paragraph 6.4(a) unless:
(i) at least 14 days' notice has been given to the Member stating the date, time and
place at which the question of expulsion of that Member is to be considered by the
Directors, and the nature of the alleged misconduct; and
(ii) the affected Member is given the opportunity of explaining to the Directors, orally
or in writing, why the Member should not be expelled.

6.5 Removal of a Member
(a) Any 5 Members may seek to have a Member removed by a written submission to the
Board.
(b) The Board will consider the submission and determine whether to approve the removal of
the Member at its absolute discretion.
(c) The Board must not remove a Member under paragraph 6.5(b) unless:
(i) at least 14 days' notice has been given to the Member stating the date, time and
place at which the question of removal of that Member is to be considered by the
Directors, and the nature of the alleged misconduct; and
(ii) the affected Member is given the opportunity of explaining to the Directors, orally
or in writing, why the Member should not be removed.

6.6 Cessation of membership
A Member’s membership of the company shall automatically cease:
(a) in the case of a Member who is a natural person, if:
(i) the Member dies;
(ii) the Member becomes of an unsound mind or a person whose estate is liable to be
dealt with in any way under the laws relating to mental health; or
(iii) if the Member is an authorised representative of a member of a Foundation
Member that is an unincorporated association or organisation the association or
organisation ceases to exist.
(b) in the case of a Member which is a body corporate, on the date that:
(i) a liquidator is appointed in connection with the winding up of the Member; or
(ii) an order is made by a court for the winding up or deregistration of the Member.

6.7 Liability for amounts following cessation of membership
A Member who resigns from the company, or whose membership otherwise ceases or terminates in
accordance with this constitution, shall remain liable for:
(a) any sum not exceeding $1.00 for which that Member is liable to pay under Rule 14; and
(b) all other monies due by that Member to the Company.

7. General Meetings
7.1 Power of directors to convene
(a) Any 5 Directors may convene a general meeting whenever those Directors think fit.
(b) Any 5 Directors convening a general meeting may cancel by notice in writing to all
Members any meeting convened by them, except that a meeting convened on the
requisition of a Member or Members must not be cancelled without the consent of the
relevant Member or Members.
(c) The Directors may postpone a general meeting or change the place at which it is to be
held by notice not later than 5 working days prior to the time of the meeting to all persons
to whom the notice of meeting (the first notice) was given. The postponing notice must
specify the place, date and time of the meeting. The meeting is taken to be duly convened
under the first notice.

7.2 Annual General Meeting
An annual general meeting must be held by the company in accordance with the Act.

7.3 Notice of general meetings
(a) Each notice convening a general meeting must contain the information required by law.
(b) Notice of a general meeting must be given at least 21 days before the date of the meeting
unless the Members consent otherwise in accordance with the Act.
(c) A notice of general meeting must specify the technology to be utilised in holding the
meeting and, if so, specify the form of such technology and the venues at which Members
may participate.
(d) The non-receipt of a notice convening a general meeting by, or the accidental omission to
give notice to, any person entitled to receive notice does not invalidate the proceedings at
or any resolution passed at the meeting.

7.4 Business of general meetings
Unless all Members are present as Members Present and agree otherwise, the only business to be
transacted at a general meeting will be that as set out in the notice of meeting.

7.5 Quorum
(a) Business must not be transacted at any general meeting unless a quorum of Members is
present at the venue or venues of the meeting at the time when the meeting proceeds to
business.
(b) Except as otherwise provided in this constitution and except for the first general meeting
at which six Members Present constitute a quorum, 10 Members Present constitute a
quorum.

7.6 If quorum not present
If a quorum is not present within 20 minutes after the time appointed for the meeting:
(a) where the meeting is convened on the requisition of Members, the proposed meeting is
automatically dissolved (subject to Rule 7.8(a)); and
(b) in any other case:
(i) the meeting stands adjourned to a day and at a time and place as the Directors
decide or, if no such decision is made, to the same day in the next week at the
same time and place; and
(ii) if, at the adjourned meeting, a quorum is not present within 20 minutes after the
time appointed for the meeting, the meeting is automatically dissolved.

7.7 Chair of meetings
(a) Subject to paragraph (b), the Chair will preside as chair at every general meeting.
(b) Where a general meeting is held and:
(i) there is no Chair; or
(ii) the Chair is not present within 15 minutes after the time appointed for the meeting
or does not wish to act as chair of the meeting,
the Directors present may choose one of their number or, in the absence of all Directors or
if none of the Directors present wish to act, the Members Present may elect one of their
number to be chair of the meeting.

7.8 Adjournments
(a) The chair may, and if so directed by the meeting must, adjourn the meeting from time to
time and from place to place.
(b) The only business which may be transacted at any adjourned meeting is the business left
unfinished at the meeting from which the adjournment took place.
(c) When a meeting is adjourned for 30 days or more, notice of the adjourned meeting must
be given as in the case of an original meeting.
(d) Except as provided by paragraph (c), it is not necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.

7.9 Voting at general meetings
(a) Any resolution to be considered at a meeting must be decided on a show of hands unless a
poll is demanded.
(b) If a meeting is conducted at more than one venue then a person at each venue must be
appointed by the chair to act as returning officer and to report the results of the voting
conducted at the respective venue.
(c) A declaration by the chair that a resolution has, on a show of hands, been carried or lost
and an entry to that effect in the minutes of the meeting are conclusive evidence of the
fact without the need to show the number or proportion of the votes recorded in favour of
or against the resolution.
(d) Despite the Act, a poll for a resolution may be demanded by at least 1 Member Present
and entitled to vote on the resolution or by the chair.

7.10 Procedure for polls
(a) A poll, when demanded, must be taken in the manner and at the time the chair directs.
(b) The result of the poll is a resolution of the meeting at which the poll was demanded.
(c) Subject to paragraph (d), if a poll has been demanded at a meeting, the meeting may
continue with the transaction of business other than the resolution on which the poll was
demanded.
(d) A poll demanded on the election of a chair or on a resolution for adjournment must be
taken without delay.

7.11 Chair's casting vote
In the case of an equality of votes on a show of hands or on a poll, the chair of the meeting has a
casting vote in addition to any vote to which the chair may be entitled as a Member, proxy, attorney
or body corporate representative.

7.12 Representation and voting of members
Subject to this constitution:
(a) at meetings of Members each Member entitled to attend and vote may attend and vote in
person or by proxy, or attorney and where the Member is a body corporate, by
representative;
(b) on a show of hands to decide a resolution, each person attending and entitled to vote has 1
vote; and
(c) on a poll, each Member Present has 1 vote.

7.13 Objections to qualification to vote
(a) An objection to the qualification of a person to vote may be raised only at the meeting or
adjourned meeting at which the vote objected to is tendered.
(b) Any objection must be referred to the chair of the meeting, whose decision is final.
(c) A vote allowed after an objection is valid for all purposes.

7.14 Number of proxies
(a) A Member may appoint 1 proxy.
(b) A proxy must be a Member.

7.15 Form of proxy
(a) An instrument appointing a proxy must be in writing under the hand of the appointor or of
the appointor's attorney duly authorised in writing.
(b) A proxy may vote as the proxy thinks fit on any motion or resolution in respect of which
no manner of voting is indicated.
(c) An instrument appointing a proxy may be in any form that the Directors may accept or
stipulate.

7.16 Lodgement of proxies
An instrument appointing a proxy shall not be treated as valid unless the instrument, and the power
of attorney or other authority (if any) under which the instrument is signed or a notarially certified
copy of that power or authority, is or are deposited at the registered office, not less than 24 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 24 hours before the time appointed for the taking of the poll, or a shorter period as is specified in the notice convening the
meeting or as the Directors permit.

7.17 Validity of proxies
(a) A vote exercised in accordance with the terms of an instrument of proxy, a power of
attorney or other relevant instrument of appointment is valid despite:
(i) the previous death or unsoundness of mind of the principal; or
(ii) the revocation of the instrument (or of the authority under which the instrument
was executed) or the power,
if no notice in writing of the death, unsoundness of mind or revocation has been received
by the company at its registered office not less than 24 hours (or any shorter period as the
Directors may permit) before the commencement of the meeting, or adjourned meeting at
which the instrument is used or the power is exercised.
(b) A proxy is not revoked by the principal attending and taking part in the meeting, unless
the principal actually votes at the meeting on the resolution for which the proxy is
proposed to be used.

7.18 Where proxy is incomplete
(a) No instrument appointing a proxy is treated as invalid merely because it does not contain:
(i) the address of the appointor or of a proxy;
(ii) the proxy's name or the name of the office held by the proxy; or
(iii) in relation to any or all resolutions, an indication of the manner in which the proxy
is to vote.
(b) Where the instrument does not specify the name of a proxy, the instrument is taken to be
given in favour of the chair of the meeting.

7.19 Right of secretary and others to attend general meeting
(a) A secretary of the company who is not a Member is entitled to be present and, at the
request of the chair, to speak at any general meeting.
(b) Any other person (whether a Member or not) requested by the Directors to attend any
general meeting is entitled to be present and, at the request of the chair, to speak at that
general meeting.

8. Board
8.1 Directors
(a) This Rule 8.1 explains the composition and expertise of the Board. The Board will
comprise not less than five and not more than 12 Directors, three quarters of whom
should desirably be of Aboriginal or Torres Strait Islander descent. The Directors must
collectively possess an understanding of Australia's Indigenous society and Indigenous Screen Industry, and must collectively possess an appropriate balance of expertise,
including:
(i) experience in connection with the provision of television content
development and distribution services or in communications or
management;
(ii) expertise in the maintenance and revitalisation of Australian languages;
(iii) expertise in financial, regulatory or technical matters; and
(iv) having cultural or other interests relevant to the oversight of a public
organisation engaged in the provision of television content development
and aggregation.
(b) At the date of the adoption of this constitution there will be an initial Board comprising:
(i) six Directors appointed by the Foundation Members under Rule 8.4;
(ii) up to an additional four Directors who may be appointed by the Board at any time
after the adoption of this constitution but prior to the first annual general meeting
of the company;
(iii) up to an additional two Directors appointed under Rule 8.1(d); and
(iv) the Chair, who will be deemed to be one of the appointments made under
paragraph (ii) of this Rule 8.1(b).
(c) With effect from the date of the first annual general meeting of the company, the power of
appointment of the Directors described in Rule 8.1(b)(i) and in Rule 8.1(b)(ii) shall vest
solely in the Members. For avoidance of doubt, this power of appointment extends to the
appointment of a maximum of 10 Directors, and this power of appointment is exercised
subject to the scheduled retirement of the initial Board which is dealt with in Rule 8.6(a).
(d) The Board (by simple majority) may from time to time appoint up to two additional
Directors who are recognised experts in any field of expertise referred to in Rule 8.1(a).
Any such appointed Director shall not hold office for more than three years, but is eligible
for reappointment, subject to Rule 8.3.

8.2 Powers
(a) Subject to the Act and this constitution, the business of the company is managed by the
Board, which may exercise all powers of the company which are not, by the Act or this
constitution, required to be exercised by the company at general meeting.
(b) Without limiting the generality of paragraph (a), the Directors may exercise all the
powers of the company:
(i) to borrow money, to charge any property or business of the company; or
(ii) to issue debentures or give any other security for a debt, liability or obligation of
the company or of any other person
subject to the terms of the Funding Agreement.

8.3 Maximum Term of Appointment
The maximum term any Director may serve shall be 9 years continuous (or such longer period as the
Members approve at a general meeting).

8.4 Nomination
(a) At the date of adoption of this constitution, a Director, who must be a member, is
appointed by each of the Foundation Members as follows:
(i) Mr Owen Cole appointed by Imparja;
(ii) Ms Priscilla Collins appointed by Australian Indigenous Communications
Association;
(iii) Ms Rachel Perkins appointed by Indigenous Screen Australia;
(iv) Ms Patsy Mudgedell appointed by Indigenous Remote Communications
Association;
(v) Mr Garth Agius appointed by Federation of Aboriginal and Torres Strait Islander
Languages; and
(vi) Mr Francis Jupurrula Kelly appointed by ICTV.
(b) Any 2 Members may nominate the Member appointees appointed under Rule 8.1(c).
(c) The Board shall nominate the Board appointees under Rule 8.1(d).
(d) A nomination must be signed by the nominee and, in the case of the Members, by the two
appointing Members, and must be received by the Board at least 14 days prior to the
annual general meeting.

8.5 Election/Appointment
(a) Subject to paragraph (b), a person nominated under Rule 8.4 shall have the right to act as
a Director and shall be deemed to be appointed on the later of the date of receipt by the
company of the nomination and the date of the resignation of the Director, if any, who the
nominee is to replace.
(b) If there are more nominations made under Rule 8.4(b) than places on the Board to be
filled then an election will be held at the annual general meeting and those nominees
receiving the highest number of votes shall be elected. If there are less nominations than
places on the Board to be filled at any annual general meeting then the nominated
Directors shall be automatically appointed from the conclusion of the annual general
meeting.
(c) Any Director who is elected or appointed holds office for a term of three years, but is
eligible for re-election or reappointment, subject to Rule 8.3.

8.6 Retirement
(a) The Directors shall retire their office as follows:
(i) at the first annual general meeting of the Members, all directors appointed under
rule 8.1(b)(ii) except the Chair shall retire but shall be eligible for election or
appointment by the Members.
(ii) at the second annual general meeting of the Members, one half of the Directors
initially appointed under Rule 8.1(b)(i) shall retire but shall be eligible for election
or appointment (and the identity of those who will retire will be decided by lot);
(iii) at the third annual general meeting of the Members, the remaining Directors who
were initially appointed under Rule 8.1(b)(i)and the Chair shall retire but shall be
eligible for election or appointment;
(iv) the Directors elected or appointed to replace any member of the initial Board of
the company (or any subsequent Director who is elected or appointed at any time)
shall retire at every third annual general meeting after their election or
appointment;
(v) the Directors appointed by the Board under Rule 8.1(d) shall retire at the third
annual general meeting after their appointment.
(b) Subject to Rules 8.3 and 8.4, a Director retiring under Rule 8.6(a) shall be eligible for
reappointment and shall hold office as a Director until the end of the meeting at which the
Director retires.

8.7 Vacation of office
The office of Director shall become vacant if the Director:
(a) is removed from office by the Members in accordance with the Act;
(b) is prohibited from being a Director of the company by reason of any order made under the
Act;
(c) resigns his or her office by notice in writing given to the company;
(d) becomes bankrupt or makes any arrangement or composition with her or his creditors
generally or becomes of unsound mind or a person whose estate is liable to be dealt with
under the law relating to mental health;
(e) dies; or
(f) fails to attend two consecutive Board meetings without reasonable excuse as determined
by the Board at its discretion.

8.8 Casual vacancy
If a vacancy on the Board arises as a result of removal, resignation or any other reason, the
Directors may appoint any person as a Director to fill that casual vacancy. Any Director appointed
under this rule may hold office only until the next annual general meeting of the company.

8.9 Appointment of attorneys
(a) The Board may, by power of attorney, appoint any person to be the attorney of the
company for the purposes, with the powers, authorities and discretions vested in or
exercisable by the Board for any period and subject to any conditions as they think fit.
(b) Any appointment under paragraph (a) may be made on terms for the protection and
convenience of persons dealing with the attorney as the Board thinks fit and may alsoauthorise the attorney to delegate all or any of the powers, authorities and discretions
vested in the attorney.

8.10 Negotiable instruments
All negotiable instruments of the company must be executed by the persons and in the manner the
Board decides from time to time.

9. Proceedings of the Board
9.1 Proceedings
(a) Subject to paragraph (b), the Board may meet together for the dispatch of business and
adjourn and otherwise regulate its meetings as it think fit.
(b) The Board must meet at least 4 times a year.
(c) Any two Directors may request at any time and, on the request of any two Directors, a
secretary must convene a meeting of the Board.
(d) Reasonable notice must be given to every Director of the place, date and time of every
meeting of the Board. Where any Director is for the time being outside of Australia,
notice need only be given to that Director if contact details have been given.

9.2 Meetings by technology
(a) For the purposes of the Act, each Director, on becoming a Director (or on the adoption of
this constitution), consents to the use of the following technology for calling or holding of
a meeting of the Board:
(i) video;
(ii) telephone;
(iii) electronic mail;
(iv) any other technology which permits each Director to communicate with every
other Director; or
(v) any combination of the technologies described in the above paragraphs.
A Director may withdraw the consent given under this Rule in accordance with the Act.
(b) Where the Directors are not all in attendance at one place and are holding a meeting using
technology and each Director can communicate with the other Directors:
(i) the participating Directors are, for the purpose of every provision of this
constitution concerning meetings of the Board, taken to be assembled together at a
meeting and to be present at that meeting; and
(ii) all proceedings of those Directors conducted in that manner are as valid and
effective as if conducted at a meeting at which all of them were present.

9.3 Quorum at meetings
At a meeting of the Board, the number of Directors whose presence is necessary to constitute a
quorum is 5 Directors entitled to vote. No business may be conducted unless a quorum is present at
the time the business is being considered.

9.4 Chair of the Board
(a) If the initial Chair is not reappointed or re-elected after the third annual general meeting
of the company, the Directors shall elect one of their number as their Chair and may
decide the period for which the Chair is to hold office as Chair.
(b) The Board will determine the terms and conditions of the appointment of the Chair,
including remuneration and minimum time commitment to the role.
(c) Where a meeting of the Board is held and:
(i) the Chair has not been elected as provided by paragraph (a); or
(ii) the Chair is not present at the time appointed for the holding of the meeting or
does not wish to chair the meeting,
the Directors present may elect one of their number to be a chair of the meeting.

9.5 Proceedings at meetings
(a) Subject to this constitution, questions arising at a meeting of the Board are decided by a
majority of votes of Directors present and voting and for all purposes any such decision is
taken to be a decision of the Board.
(b) In the case of an equality of votes, the chair of the meeting does not have a casting vote in
addition to the chair's vote as Director.

9.6 Conflicts of Interests
(a) A Director is not disqualified by the Director's office from contracting with the company
in any capacity by reason of holding the office of Director.
(b) In relation to a contract or arrangement in which a Director is in any way interested:
(i) the fact that the Director signed the document on behalf of the company
evidencing the contract or arrangement will not in any way affect its validity; and
(ii) the Director will not be liable to account to the company for any profit derived in
respect of the contract or arrangement merely because of the Director's office or
the fiduciary relationship it entails.
(c) A contract or arrangement made by the company or any related body corporate with a
Director may not be avoided merely because the Director is a party to the contract or
arrangement or otherwise interested in it.

9.7 Material Personal Interest
(a) Subject to paragraph (b), a Director who has a material personal interest in a matter that
relates to the affairs of the company must give the other Directors notice of his or her
interest in accordance with the Act.
(b) A Director with a material personal interest in a matter that relates to the affairs of the
company is not required to give notice in the following circumstances:
(i) if all of the following conditions are met:
(A) the Director has already given notice of the nature and extent of the
interest and its relation to the affairs of the company;
(B) if a person who was not a Director at the time the notice was given is
appointed as a Director, the notice is given to that person; and
(C) the nature or extent of the interest has not materially increased above that
disclosed in the notice;
(ii) if the Director has given a standing notice of the nature and extent of the interest in
accordance with the Act and that standing notice is still effective in relation to the
interest; or
(iii) as otherwise permitted under the Act.
(c) A Director who has a material personal interest in a matter that is being considered at a
Board meeting must not be present while the matter is being considered at the meeting or
vote on the matter, except as permitted in accordance with the Act.
(d) Nothing in this Rule affects the duty of a Director:
(i) who holds any office or possesses any property whereby, directly or indirectly,
duties or interests might be created in conflict with the Directors’ duties or
interests as a Director, to declare at a meeting of Directors, the fact and the nature,
character and extent of the conflict; or
(ii) to comply with the Act or any other law.

9.8 Delegation
The Directors may delegate any of their powers in accordance with the Act.

9.9 Written Resolutions
(a) If a document:
(i) is sent to all those entitled to receive notice of a meeting at which a resolution
could be put;
(ii) contains a statement that the signatories to it are in favour of that resolution;
(iii) the terms of the resolution are set out or identified in the document; and
(iv) has been signed by a majority of the Board entitled to vote on that resolution,
a resolution in those terms is passed on the day on which and at the time at which the
document was signed by a majority of the Board and the document has effect as a minute
of the resolution.
(b) For the purposes of paragraph (a):
(i) 2 or more separate documents containing statements in identical terms each of
which is signed by one or more Directors shall together be taken to constitute one document containing a statement in those terms signed by those Directors at the
time at which the last of those documents to be signed was signed by a Director;
and
(ii) a fax which is received by the company or an agent of the company and is sent for
or on behalf of a Director shall be taken to be signed by that Director not later than
the time of receipt of the fax by the company or its agent in legible form.

9.10 Committees
(a) Rules 9.1, 9.2 and 9.4 apply to any committee as if each reference in those Rules to the
Board was a reference to the members of the committee and each reference to a meeting
of the Board was to a meeting of the committee.
(b) Any committee formed by the Board need not consist of Directors only.
(c) The number of members whose presence at a meeting of a committee is necessary to
constitute a quorum is the number determined by the Board and, if not so determined, is
2. Unless the Board determines otherwise, the quorum need be present only at the time
when the meeting proceeds to business.
(d) The minutes of all the proceedings and decisions of every committee shall be made,
entered and signed in the same manner in all respects as minutes of proceedings of the
Board are required by the Act to be made, entered and signed.

9.11 Defects in appointments
(a) All acts done by any meeting of the Directors or person acting as a Director are as valid
as if each person was duly appointed and qualified to be a Director or a member of a
committee.
(b) Paragraph (a) applies even if it is afterwards discovered that there was some defect in the
appointment of a person to be a Director or to act as a Director or that a person so
appointed was disqualified.

10. Chief Executive Officer
10.1 Power to appoint CEO
The Board may employ one or more CEO for the period and on the terms as they think fit. Subject
to the terms of any agreement entered into in a particular case, the Board may at any time terminate
the employment of a CEO. A CEO shall not be a Director.

10.2 Remuneration
A CEO may, subject to the Act and the terms of any agreement between the CEO and the company,
receive remuneration as the Board decide.

10.3 Delegation of powers to CEO
(a) The Board may, on the terms and conditions and with any restrictions as they think fit,
confer on a CEO any of the powers exercisable by them.
(b) Any powers so conferred may be concurrent with the powers of the Board.
(c) The Board may at any time withdraw or vary any of the powers conferred on a CEO.

11. Secretaries and other officers
11.1 Secretaries
(a) A secretary of the company holds office on the terms and conditions, as to remuneration
and otherwise, as the Board decides.
(b) The Board may at any time terminate the appointment of a secretary.

11.2 Other officers
(a) The Board may from time to time:
(i) create any other position or positions in the company with the powers and
responsibilities as the Board may from time to time confer; and
(ii) appoint any person, whether or not a Director, to any position or positions created
under sub-paragraph (i).
(b) The Board at any time may terminate the appointment of a person holding a position
created under paragraph (a) and may abolish the position.

12. Application of income and property
12.1 Profits
Subject to Rules 12.2 and 12.3, the profits (if any) or other income and property of the company
must be applied solely towards the promotion of the objects of the company set out in Rule 5 and no
portion of it may be paid or transferred, directly or indirectly, to any Member of the company
whether by way of dividend, bonus or otherwise.

12.2 Payments in good faith
Nothing in Rule 12.1 prevents any payment in good faith by the company of:
(a) reasonable and proper remuneration to any Member for any services actually rendered or
goods supplied in the ordinary and usual course of business to the company;
(b) the payment or reimbursement of out-of-pocket expenses incurred by a Member of the
company on behalf of the company where the amount payable does not exceed an amount
previously approved by the Directors of the company;
(c) reasonable and proper rent for premises let or demised by any Member of the company to
the company;
(d) moneys to any Member, being a solicitor, accountant or other person engaged in any
profession, for all usual professional or other charges for work done by that person or that
person's firm or employer, where the provision of the service has the prior approval of the
Directors and where the amount payable is approved by the Directors and is not more
than an amount which commercially would be reasonable payment for the service; or
(e) interest at a rate not exceeding the Prescribed Rate on money borrowed from Members of
the company.

12.3 Directors fees and remuneration
(a) The company must pay the Directors for their services as Directors.
(b) As remuneration for services, each Director is to be paid out of the funds of the company
a sum per annum (accruing from day to day) or per meeting attended determined by the
company in general meeting. The Directors may determine to suspend, reduce or
postpone payment of any remuneration if it thinks fit.
(c) Directors may authorise on behalf of the company payments in good faith for:
(i) the payment or reimbursement of out-of-pocket expenses reasonably incurred by a
Director in the performance of any duty as Director where such payment or
reimbursement has been approved by the Directors;
(ii) moneys to any Director, being a solicitor, accountant or other person engaged in
any profession, for all usual professional or other charges for work done by that
person or that person's firm or employer where the provision of the service has the
prior approval of the Directors and where the amount payable is approved by the
Directors and is not more than amount which commercially would be reasonable
payment for the service;
(iii) an insurance premium in respect of a contract insuring a Director for a liability
incurred as an officer of the company where the Directors have approved the
payment of the premium; or
(iv) any payment to a Director in respect of the indemnity given under Rule 18.

13. Limited Liability
The liability of the Members is limited.

14. Extent of liability
Each Member undertakes to contribute to the property of the company if the company is wound up
while he, she or it is a Member or within 1 year after he, she or it ceases to be a Member, for
payment of the company's debts and liabilities contracted before he, she or it 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, but not exceeding $1.00.

15. Notices generally
(a) Any Member who has not left at or sent to the registered office, a place of address or an
electronic mail address (for registration in the register) at or to which all notices and
documents of the company may be served or sent is not entitled to receive any notice.
(b) A notice may be given by the company to any Member by:
(i) serving it on the Member personally;
(ii) sending it by post to the Member or leaving it at the Member's address as shown in
the register or the address supplied by the Member to the company for the giving
of notices;
(iii) serving it in any manner contemplated in this Rule (b) on a Member's attorney as
specified by the Member in a notice given under Rule (c);
(iv) fax to the fax number supplied by the Member to the company for the giving of
notices; or
(v) transmitting it electronically to the electronic mail address given by the Member to
the company for giving notices.
(c) A Member may, by written notice to the secretary left at or sent to the registered office,
require that all notices to be given by the company or the Directors be served on the
Member's attorney at an address specified in the notice.
(d) Notice to a Member whose address for notices is outside Australia must be sent by
airmail, fax or electronic mail.
(e) Where a notice is sent by post, service of the notice is taken to be effected by properly
addressing, prepaying and posting a letter containing the notice and to have been effected:
(i) in the case of a notice of a meeting, on the day after the date of its posting; and
(ii) in any other case, at the time at which the letter would be delivered in the ordinary
course of post.
(f) Where a notice is sent by fax or electronic transmission, service of the notice is taken to
be effected by properly addressing and sending or transmitting the notice and to have
been effected on the day it is sent.

16. Notices of general meeting
Notice of every general meeting must be given:
(i) in the manner authorised by Rule 15;
(ii) to every Member and to each Director; and
(iii) to the auditor to the company (if any).
No other person is entitled to receive notice of general meetings.

17. Winding Up
If, on the winding up or dissolution of the company by any means and for any reason, there remains
any property, after the satisfaction of all the company's debts and liabilities, the property must not be
paid to or distributed among the Members of the company, but must be given or transferred to:
(a) one or more institutions (whether a Member or Members of the company) selected by the
Members of the company at or before the dissolution of the company:
(i) having objects similar to the objects of the company; and
(ii) whose constitution prohibits the distribution of its or their income and property to
an extent at least as great as that imposed on the company under Rule 12; or
(b) if there are no institutions meeting the requirements of paragraph (a), to one or more other
institutions, associations or bodies (whether or not a Member or Members of the
company) selected by the Members of the company at or before the dissolution of the
company, the objects of which are the promotion of charity and gifts to which are
allowable deductions under the Income Tax Assessment Act 1997; or
(c) if the Members do not make a selection pursuant to paragraphs (a) or (b) for any reason,
to one or more institutions, associations or bodies meeting the requirements of either
paragraphs (a) or (b) selected by the Directors of the company.

18. Indemnity
18.1 Indemnity Coverage
To the extent permitted by law and without limiting the powers of the company, the company must
indemnify each person who is, or has been, a Director, CEO or secretary of the company against any
liability which relate to the person serving or having served as a Director, secretary or employee in
relation to the company:
(a) other than:
(i) a liability owed to the company or a related body corporate;
(ii) a liability for a pecuniary penalty order under section 1317G or a compensation
order under section 1317H; or
(iii) a liability that is owed to someone (other than the company or a related body
corporate) and did not arise out of conduct in good faith;
(this paragraph (a) does not apply to a liability for legal costs).
(b) other than for legal costs incurred in defending an action for liability if the costs are
incurred:
(i) in defending or resisting civil proceedings in which the person is found to have a
liability for which they could not be indemnified under paragraph (a); or
(ii) in defending or resisting criminal proceedings in which the person is found guilty;
or
(iii) in defending or resisting proceedings brought by ASIC or a liquidator for a court
order if the grounds for making the order are found by the Court to be established;
or
(iv) in connection with proceedings for relief to the person under the Act in which the
Court denies the relief.
Paragraph (b)(iii) does not apply to costs incurred in responding to actions brought by
ASIC or a liquidator as part of an investigation before commencing proceedings for the
court order.

18.2 Authority to enter into indemnity or insurance
To the extent permitted by law and without limiting the powers of the company, the Directors may
authorise the company to, and the company may enter into any:
(a) documentary indemnity in favour of; or
(b) insurance policy for the benefit of,
a person who is, or has been, a Director, secretary, auditor, employee or other officer of the
company or of a subsidiary of the company, which indemnity or insurance policy may be in such
terms as the Directors approve and, in particular, may apply to acts or omissions prior to or after the
time of entering into the indemnity or the policy.

18.3 Continuation of benefit
The benefit of each indemnity given in Rule 18.1 continues, even after its terms or the terms of this
Rule are modified or deleted, in respect of a liability arising out of acts or omissions occurring prior
to the modifications or deletion
19. Seals and their use
(a) The company may have a common seal. If the company has a common seal it may also
have a duplicate common seal.
(b) A Seal may be used only by the authority of the Directors, or of a committee of the
Directors authorised by the Directors to authorise the use of the Seal. Every document to
which the Seal is affixed must be signed by:
(i) 2 Directors; or
(ii) a Director and a secretary (or another person appointed by the Board to
countersign that document or a class of documents in which that document is
included).
(c) This Rule does not limit the ways in which the company may execute a document.
20. Inspection of records
(a) The Directors may authorise a Member to inspect books of the company to the extent, at
the time and places and under the conditions, the Board consider appropriate.
(b) A Member (other than a Director) does not have the right to inspect any document of the
company except as provided by law or as authorised by the Board.

CONSENT TO TERMS OF THIS CONSTITUTION
Each person named below as a Member consents to becoming a Member of the company and agrees to the
terms of this constitution.
Name of Member Signature of Person Representing the Member
Imparja Television Pty Limited:
Signature of Representative
Name of Representative
The Australian Indigenous Communication
Association Incorporated:
Signature of Representative
Name of Representative
Indigenous Screen Australia Incorporated:
Signature of Representative
Name of Representative
Indigenous Remote Communications
Association:
Signature of Representative
Name of Representative
Indigenous Screen Australia Incorporated:
Signature of Representative
Name of Representative
Federation of Aboriginal and Torres Strait
Islander Languages Corporation:
Signature of Representative
Name of Representative
Indigenous Community Television Limited:
Signature of Representative
Name of Representative
Witness to the above signatures
DATED this day of 2006

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