Our constitution

Structure - Meridian FM Radio

Meridian FM Radio (the Company) is a private company limited by guarantee, with no share capital and is registered under section 30 of the Companies Act, registration number 065259065. The Company is not for profit. The Company holds the Ofcom licence to broadcast on the FM waveband for East Grinstead, West Sussex and the surrounding area.

All members of Meridian FM Radio over the age of 18 shall be members of the Company with a maximum liability of £1 if the Company becomes insolvent.. All members of the Board shall be Directors of the Company, one of whom will be the Managing Director, one of whom will be the Company Secretary, and one of whom will be the Finance Director.

The financial year for the Company shall be to 28 February inclusive.

The Meridian FM Radio is a community radio company and shall consist of members (the member or members). The aim of the Company is to be a team of individuals who provide a local community radio station on behalf of the Company for East Grinstead and the surrounding area, led by an elected Board. The Board will be responsible for the proper governance of Meridian FM. All funds are managed by the Board on behalf of the members. 

Membership of Meridian FM

Application for membership is to be made in writing on the application for membership form and submitted to the Company for approval. There shall be Five grades of membership:

  • Young persons for people under 18.
  • Adult for people between 18 and 60 inclusive.
  • Concessions for adult members on benefits (apart from Child Benefit) or above the age of 60.
  • Administration only volunteers.
  • Honorary Adult Life Member which is awarded by the Board at their discretion.

The level of charges will be set by the Board each year for the following year.

Membership will run from 1 November each year to 31 October the following year. For the period 1 May to 31 October a new member will pay 50% of the annual membership fee.

Each new Member shall pay a membership fee with their application. No application will be considered without payment being made. If an application is rejected then the fee will be refunded.

A current Member who has not made full payment of the annual membership fee by 1 November each year will be deemed to have terminated their membership and will have to re-apply for membership as if they were a new member.  

The Board

The Board shall consist of a maximum of 15 Directors. The individuals making up the Board must at all times be paid up Members over the age of 18, and not be undischarged bankrupts.

The Board are responsible for the overall running of the community radio station and the Company.

The Board shall meet as often as necessary to deal with the management of the community radio station and the Company with a minimum of four times each year. Each management meeting will be minuted. Board Meetings shall be called in writing with no less than seven days notice.

The Board does not hold funds in its own right. All funding is managed by the Company.

No member of the Board can be a paid to be a member of the Board, however the Board can give an honorarium to the Secretary and Finance Director if felt appropriate to a maximum value of £500 per annum.

 Election of the Board

Each year at the Annual General Meeting, three members of the Board will retire on rotation and be eligible for re-election.

All candidates for election or re-election shall be paid up Members over the age of 18, and proposed and seconded by two other paid up Members in writing, no less than 14 days before the Annual General Meeting.

Any candidate proposed should agree in writing that they are prepared to serve as part of the Board if so elected. They must also meet the qualifying criteria to be a Company Director.

Should there be more candidates correctly proposed and seconded or standing for re-election than positions available on the Board, a vote will be taken by those qualified Members in attendance. In the case of a tie in any vote, the Chairman of the meeting shall hold a casting vote. 

Responsibilities of the Board

The Board shall appoint such sub-committees as they may consider necessary and may delegate such of their powers as they deem necessary to such committees. 

Each sub-committee will be chaired by an appointed Chairman and supply a copy of any meeting minutes to the Board Secretary within 14 days of any sub-committee meeting.

The Board shall appoint such Committees as they may consider necessary and may delegate such of their powers as they deem necessary to such Committee Chairmen.

Each member of the Board shall have the right to attend and vote at all Board meetings and have one vote thereat, but no Board member shall be allowed to vote on any matters directly appertaining to such Board member. Votes can only be made at the meeting. In the case of a tie in voting, the chairman of the meeting will have a casting vote.

The Board shall have powers to apply, act upon and enforce and rules and procedures of Meridian FM and shall have jurisdiction over all such matters affecting the Station, including any not covered in the Rules.

All decisions of the Board shall be binding. Decisions of the Board shall be communicated in writing to those concerned within 14 days. The Board may seek legal advice on any issues it feels warrant such action.

Five members of the Board shall constitute a quorum for the transaction of business of the Board. The Board will elect members of the team as Managing Director, Company Secretary and Finance Director, and will in addition allocate tasks to Board members tasks as deemed necessary. Any Full Member standing for election to the Board will agree to undertake such tasks as may be allocated.

The Board, as it may deem necessary, shall have power to fill in an acting capacity, any vacancies that may occur amongst their number by co-opting an Adult Member of the Group. Any such co-opted Adult Member of the Group will be deemed to resign their position at the annual general meeting, in addition to the three members of the Board retiring on rotation. Co-opted members cannot vote at Board meetings until they become Directors and are registered with Companies House.

Annual General Meeting (AGM)

The Annual General Meeting (AGM) shall be Deemed to also be the AGM of the company and held no later than five months after the end of the financial year. At this meeting the following business shall be transacted provided that at least 25 members or 30% of the Members of the Group are present and entitled to vote (whichever is the less):  

  1. To receive and confirm the Minutes of the preceding Annual General Meeting.
  2. To consider any matter arising there from.
  3. To receive and adopt the Annual Report and Accounts from the Company.
  4. To elect Members and Officers to the Board.
  5. On other business of which due notice shall have been given and accepted as relevant to an Annual General Meeting. 

A copy of the Annual Report and Accounts shall be made available in writing to all paid up Members at least 21 days prior to the meeting.

Each fully paid up Member of the Group shall be entitled to one vote only at the AGM. Any member who is not paid-up is not entitled to a vote.

Not less than 21 days notice shall be given of the AGM. Any other business item should be forwarded in writing to the Company Secretary not less than seven days before the date of the meeting. Such items should only be those relevant to the business of the AGM.

All voting shall be conducted by a show of voting hands unless a ballot is demanded by at least 50% of the Members qualified to vote at the meeting or the Chairman of the meeting so decides.

Members not attending the meeting are not entitled to a vote. No individual shall be entitled to vote on behalf of another paid up Member of the Group unless they fulfil the criteria of the Companies Acts regarding mental health. 

Exceptional General Meeting (EGM)

Upon receiving a requisition signed by two-thirds of paid-up Full Members, the Company Secretary shall call an EGM. The Company secretary shall be required to call an EGM within 30 days of receiving a valid requisition. At least seven days notice shall be given of any such meeting, together with an agenda of the business to be transacted at such meeting.

The Board or the directors of the Company may call an EGM at any time with at least seven day notice being given of any such meeting, together with an agenda of the business to be transacted at such meeting.

Voting at an EGM will follow the voting form used at the Annual General Meeting.

Members Meeting

There will be at least one Member meeting each year.

Meetings of the Members will be held at the discretion of the Board. Meeting dates will be set by the Board with no less than 21 days notice in writing.

Such meetings will not constitute either an Annual General Meeting or an Exceptional General Meeting.

Member Meetings may include reports from the Board and/or the Company, training sessions, or act as a social event and will be a venue for Members of the Group to discuss the community radio service.

Finance

The Board shall determine which bank or other financial institution to lodge funds of the Company.

The Board will appoint one member as Finance Director who will be responsible for the accounts of the organisation and present up to date accounts to each Board meeting and the AGM. It is the responsibility of the Finance Director to ensure all financial controls are in place and ensures that Financial regulations are met at all times.

Cheques shall be signed by two members of the Board nominated by the Board in accordance with the Financial Regulations approved by the Board.

The Accounts of the Company shall be verified by an independent qualified individual or company as deemed appropriate by the Board. The Directors of the company shall be authorised to appoint any such qualified individual or company.

Rules, Policies and Procedures

Rules, Policies, and Procedures will be the responsibility of the Board. Members are bound by such rules, policies, and procedures and any decisions of the Board.

The Board may change or adopt a rule, policy, or procedure by majority vote at any Board meeting. Any such rule, policy, or procedure, or rule, policy or procedure changes should be communicated by the Board in writing to the Members as appropriate.

The Board has no authority to amend the constitution without either an AGM or EGM when changes must be agreed by the majority present.

A copy of the rules and procedures current at the time and other documents or items referred to in the rules and procedures will be provided at the studio premises.

Dissolution

The Meridian FM Radio Group will be dissolved under any one or more of the following circumstances:

  1. In the case of withdrawal of a licence held by the Company to operate an FM service by the regulator Ofcom, or their successors.
  2. In the case of a licence held by the Company to operate an FM service not being renewed by the regulator Ofcom, or their successor.
  3. In the case of insolvency or winding-up of the Company.
  4. In the case of a vote by 75% of paid-up Members at any correctly constituted AGM or EGM.

After the settlement of all debtors and creditors, any assets or cash remaining in the company will be offered to a properly constituted and licensed community radio service based in the United Kingdom. 

Notes to the Constitution

This constitution was adopted at the first formal meeting of the Meridian FM Radio Ltd on October 2011.

The constitution will be published as a public document on the Company website.

The words “in writing” will be deemed to include email or other electronic communication.

Download a copy of this document here.

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Key Commitments 2013