Constitution

1. Establishment
2. Definitions
3. Objects
4. Membership
5. Casual Vacancies
6. Duration of membership
7. The Independent Chairman
8. The Vice-Chairman
9. The Powers of the Council
10. Alternate members
11. Procedures of the Council
12. Meetings
13. General Meetings, including the Annual General Meeting
14. Committees
15. Funding
16. Finance
17. Audit
18. Travelling and Subsistence Expenses
19. Common Seal
20. Inspection of Books
21. Indemnity
22. Staff
23. Validation of Proceedings
24. Dissolution
25. Alteration of Constitution
26. Notices
Schedule of Members

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1. Establishment

The Australian Press Council is a voluntary association of organisations and persons established on 22 July 1976, for the purposes connected with Press publication set out in Section 3 to be achieved by the methods and in accordance with the principles set out in this Constitution.

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2. Definitions

In these Articles of Constitution, unless the context otherwise indicates or requires:

"the Council" means the Australian Press Council;
"the Council" means the Australian Press Council;
"the Chairman" means the Chairman of the Council and includes the Vice-Chairman when acting as the Chairman;
"constituent bodies" means association of publishers, and corporate or individual publishers, which or who are empowered to nominate persons as members under the terms of this Constitution and are named accordingly in the Schedule;
"member" means a member of the Council, and includes the Chairman or an alternate member when substituting for a non-alternate member;
"public member" means a member appointed pursuant to Section 4 (5);
"journalist member" means a member appointed pursuant to Section 4 (6);
"Executive Secretary" includes acting Executive Secretary;
"State" means a State or Territory of the Commonwealth of Australia.

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3. Objects

(1) The objects of the Australian Press Council are to promote freedom of speech through responsible and independent print media, and adherence to high journalistic and editorial standards, by:

1. Considering and dealing with complaints and concerns about material in newspapers, magazines and journals, published either in print or on the Internet;
2. Encouraging and supporting initiatives by the print media to address the causes for readers' complaints and concerns;
3. Keeping under review, and where appropriate, challenging political, legislative, commercial or other developments which may adversely affect the dissemination of information of public interest, and may consequently threaten the public's right to know;
4. Making representations to governments, public inquiries and other forums as appropriate on matters concerning freedom of speech and access to information;
5. Undertaking research and consultation on developments in public policy affecting freedom of speech, and promoting public awareness of such issues.
6. promoting an understanding of the Objects, Principles and workings of the Council especially among editors, journalists and journalism schools, through forums and consultations; and encouraging feedback for Council's consideration.

(2) The Council is a non-profit organisation. Its incomings and assets shall be applied solely to carrying out the purposes mentioned in this Constitution and at no time shall there be any distribution, whether in money, property or otherwise from its income or assets to its members as such or to any relative, trustee or representative of or for a member, provided that this sub-clause shall not prevent the payment to a member of reasonable salary and expenses, or expenses only, as are approved by Council in respect of specific services rendered to the Council. In the event of dissolution of the Council from any cause, its net assets after payment of its just debts shall be distributed to such charitable or educational purposes as Council specifies, or in default of such specification as is authorised by the Attorney-General of the State of New South Wales.

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4. Membership

(1) The Council consists of the following members:

• an independent Chairman;
• persons appointed by Council on the nomination of constituent bodies;
• persons appointed by Council on the nomination of the Chairman to represent the general public; and
• persons appointed by the Council on the nomination of the Chairman to represent journalists.

(2) The Chairman shall be appointed by the Council from persons who have not had previous connections involving ownership of, or employment by, the media.

(3) The Council shall from time to time, by a resolution consistent with Section 25, admit constituent bodies and determine the number of persons a constituent body may nominate for membership. Nominations of members by a constituent body shall be in writing to the Executive Secretary.

(4) Persons nominated as members by constituent bodies shall at any time include at least four persons who, in the opinion of the Council, have had adequate experience in the media.

(5) The Council shall appoint, on the nomination of the Chairman, after public advertisement of vacancies, a panel of public members comprising persons unconnected with the Press. In appointing members the Council shall ensure that, as far as possible, the panel provides a fair representation of the several States of Australia.

(6) The Council shall appoint a panel of journalist members (including eminent former editors) on the nomination of the Chairman from among persons who have appropriate qualifications and experience to represent the viewpoint of journalists in matters being considered by the Council. The composition of the panel of journalist members shall be determined by the Council from time to time.

(7) The number of public members and journalist members on the respective panels shall be such as is determined from time to time by the Council having regard to the requirements of sub-section (8) below.

(8) The Council shall determine by resolution the number of public members and journalist members who may attend, and vote at, each meeting. In determining those numbers, the Council shall have regard to the principle that the number of public members and journalist members attending shall as far as possible equal the number of members nominated by the constituent bodies.

(9) The Schedule, as amended from time to time, shall set out the current constituent bodies of the Council, the number of members each may nominate, and the number of public members and journalist members who may attend, and vote at, each meeting of the Council.

(10) The Executive Secretary shall establish and maintain a register of members that specifies the name and address of each person who is a member of the Council and the date on which the person became a member. The register of members shall be kept at the Press Council's Registered Office and be open for inspection, free of charge, by any member or the representative of any constituent body during the Council's business hours. Any member may obtain a copy of any part of the register.

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5. Casual Vacancies

(1) A member shall cease to be a member of the Council upon

• resignation by notice in writing to the Executive Secretary;
• absence from three consecutive meetings of the Council without leave of absence of the Council;
• becoming bankrupt or making any arrangement or composition with creditors generally;
• becoming of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
• in the case of Chairman, public members or journalist members, ceasing to have the qualifications on which their appointment was based.

(2) A vacancy arising by reason of the death of a member or one of the events described in sub-section (1) is referred to in this Constitution as a casual vacancy.

(3) As soon as practicable after a casual vacancy has occurred the Council shall appoint to the vacancy a person satisfying the requirements of such a nomination in Section 4 of this Constitution.

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6. Duration of membership

(1) All members, other than the Chairman, shall normally be appointed for a term of three years.

(2) A public member or journalist member may be re-appointed twice.

(3) The constituent body or Chairman, which or who nominated a retiring member, shall, before the cessation of membership, nominate a person for membership in accordance with Section 4, and the Council shall appoint such person a member as from a date no earlier than the date on which the retiring member ceases membership.

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7. The Independent Chairman

The Chairman is appointed by Council for such period, and on such terms, as may be agreed upon between the Chairman and the Council.

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8. The Vice-Chairman

(l) The Council shall elect annually, or more frequently as it decides, from its public members a Vice Chairman who shall hold office until ceasing to be a member or earlier replacement by fresh Council election.

(2) When the office of Chairman is vacant or the Chairman is unable to act by reason of absence or illness, the Vice Chairman shall perform the functions of the Chairman on such terms as may be agreed from time to time.

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9. The Powers of the Council

The Council is empowered to do such things and to take such action for the furtherance and attainment of the objects of the Council as the Council may decide.

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10. Alternate members

(1) A member nominated by a constituent body may appoint one or more persons as alternate member or members, and may terminate such appointment at discretion. The appointment and termination of appointment of such alternate members shall be notified in writing to the Executive Secretary.

(2) Members of the panels of journalist members and public members not rostered to attend a meeting shall be regarded as alternates to those on the same panel and may be nominated by the Chairman to attend in the absence of a member.

(3) When a member is absent from a meeting of the Council or a meeting of a committee of the Council, an alternate member appointed in respect of the absent member may attend and vote at the meeting and exercise all the powers and functions of such member in relation to such meeting.

(4) An alternate member shall be entitled to notices of meetings of the Council and to the papers relevant to the business of Council made available to members.

(5) An alternate member present at a meeting in place of a member shall be counted for the purpose of a quorum.

(6) An alternate member ceases to be an alternate member by resigning in writing to the Executive Secretary, and an appointment shall cease if the alternate member is disqualified under Section 5 (1).

(7) In the case of an alternate appointed in accordance with sub-section (1) ceasing to be a member, the member nominated by the constituent body may nominate a suitable appointee to replace that alternate for the remainder of the previous appointee's term.

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11. Procedures of the Council

(1) The Council may meet for the discharge of business, adjourn and otherwise regulate its meetings as it thinks fit.

(2) Subject to the provisions of this Constitution questions arising at any meeting of the Council shall be decided by a majority of votes.

(3) In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.

(4) The quorum at a Council meeting shall be seven (7) members.

(5) Where a motion of no-confidence in the Chairman is put before the Council, the chairmanship will temporarily pass to the Vice Chairman.

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12. Meetings

(1) There shall be an Annual General Meeting and such other meetings of the Council and its committees as the Council decides, provided that there is a minimum of six meetings in each year.

(2) Meetings shall be held at such times as the Council may decide or the Chairman directs. A General Meeting of the Council shall be convened by the Executive Secretary on the requisition in writing by not less than ten (10) members.

(3) The Chairman when present, and the Vice-Chairman in the Chairman's absence, shall preside at all meetings of the Council; in the absence of both, the Council shall elect a Chairman from among those present.

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13. General Meetings, including the Annual General Meeting

(1) In addition to any General Meeting convened in accordance with Section 12 (2), the Council shall convene an Annual General Meeting (AGM) once each calendar year, to be held within six months of the end of each financial year.

(2) In addition to any other business that may be transacted, the business of an AGM shall include:

1. confirmation of the Minutes of the last preceding AGM and of any General Meeting held since that meeting;
    
2. reception from the Management Committee of a report on Council activities during the last preceding financial year;
    
3. election of a Vice Chairman and appointment of members to committees;
    
4. reception and consideration of the statement of assets, liabilities, income and expenditure that is required to be submitted to members under section s26(6) of the Associations Incorporation Act.

(3) Notice of General Meetings

1. At least 14 days prior to any General Meeting, the Executive Secretary shall give to each member of the Council notice of the date, place and time of the meeting and of the nature of business to be conducted at that meeting.
    
2. If it is intended to propose a special resolution at a General Meeting of the Council, the Executive Secretary must, at least 21 days prior to the meeting, provide each member of the Council with a notice advising of the intention to propose a special resolution and details of the resolution to be proposed.

(4) Procedure for General Meetings

1. All members and alternate members are entitled to attend any General Meeting.
    
2. No resolution may be voted upon at a General Meeting unless a quorum of members is present.
    
3. Ten (10) members constitute a quorum for a General Meeting.
    
4. If a quorum for a General Meeting is not present within one hour of the scheduled commencement time, the meeting shall stand adjourned until the next subsequent scheduled date for a meeting of the Council.
    
5. If, at the adjourned meeting, a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least five (5)) shall constitute a quorum.
    
6. If members seek to appoint as proxy members who are not their alternates, the members are required to give notice to the Executive Secretary at least 24 hours prior to the commencement of the General Meeting.

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14. Committees

(1) The Council may appoint committees, including committees additional to those set out in this Section, to carry out or advise on any of the objects of the Council, with membership and functions it determines.

(2) The Chairman and Vice-Chairman shall be ex-officio members of all committees.

(3) In addition to the functions of the committees designated in this Section (sub-sections (4)-(8)), a committee shall have such executive authority as may be delegated to it from time to time by resolution of the Council.

(4) Complaints Committee

The Council shall appoint from its members a Complaints Committee. The functions of the Complaints Committee are to investigate and report to the Council concerning complaints and other issues related to the ethical responsibilities of the print media.

The membership of the Complaints Committee shall be determined from time to time by resolution of the Council, subject to public members and an ex-officio member together constituting a majority of the membership at each meeting, and there being among other members at least one journalist member and one member nominated by a constituent body.

(5) Policy Development Committee

The Council shall appoint from its members a Policy Development Committee. The functions of the committee are to investigate and advise to the Council on policy development and any actions in pursuit of freedom of speech, and of the press, arising from political, legislative, commercial or other developments, particularly within Australia, but also internationally.

The membership of the Policy Committee shall be determined from time to time by resolution of the Council, provided that membership shall include at least three members nominated by constituent bodies, two public members and one journalist member.

(6) Funding Committee

At least once in each calendar year prior to the commencement of the new financial year the Chairman shall convene a meeting of the Funding Committee. Each constituent body enumerated in the Schedule shall be entitled to nominate one member to this committee. Six members shall constitute a quorum for a Funding Committee meeting. If a quorum is not present within one hour of commencement of committee meeting, the meeting is to be adjourned to a date determined by the Chairman, after consultation with members nominated by the constituent bodies.

At each meeting, the Funding Committee shall determine the amount of finance to be contributed by each constituent body in accordance with Section 15; approve the Council income budget for the following financial year; and discuss any proposed changes to the Council's principles or procedures.

At least 14 days prior to the Funding Committee meeting the Executive Secretary shall advise the constituent bodies of the date, place and time of the meeting, the proposed draft budget and any other business to be conducted at that meeting.

(7) Promotions Committee

The Council shall appoint from among its members a Promotions Committee. The functions of the Promotions Committee are to investigate, and report to the Council on, desirable promotional initiatives, to initiate action approved by the Council and report progress regularly.

The membership of the Committee is to be determined by the Council from time to time, subject to the membership at any time having a majority of public members.

(8) Management Committee

The Council shall have a Management Committee responsible for managing the business of the Council between meetings of the Council.

Membership of the Management Committee shall comprise the Chairman, the Vice Chairman, the Executive Secretary and one member nominated by a constituent body.

The Council may by resolution delegate administrative and policy development responsibilities to the Management Committee. The Executive Secretary shall report management and associated activities regularly to meetings of the Council.

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15. Funding

Funding will be provided by the constituent bodies according to the following formula:

• five per cent of the Council's funding shall be provided by regional daily newspaper publishers on a pro rata basis according to circulation;
   
• magazine publishers, associations and agencies shall each pay a percentage of the Council's annual funding, to be determined by agreement at a meeting of the Funding Committee;
   
• the remainder of the Council's funding shall be provided by the metropolitan daily newspaper publishers on a pro rata basis according to circulation.

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16. Finance

All cheques issued in the name of the Council shall be signed by any two of the persons specially authorised by the Council, provided that the Chairman, the Vice Chairman and the Executive Secretary shall be among the signatories.

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17. Audit

A statement of assets and liabilities and of receipts and expenditure shall be prepared annually by the Council and shall be audited by a qualified Auditor appointed by the Council. A copy of the audited statement shall be provided to each of the constituent bodies.

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18. Travelling and Subsistence Expenses

A member attending a meeting of the Council or any of its committees and the Executive Secretary and staff of the Council shall be entitled to receive from the funds of the Council reasonable travelling and subsistence expenses as determined by the Council from time to time.

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19. Common Seal

(1) The common seal of the Press Council must be kept in the custody of the Executive Secretary.

(2) The common seal must not be affixed to any instrument except by the authority of the Management Committee and the affixing of the common seal must be attested by the signatures of two members of the committee.

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20. Inspection of Books

(1) The Executive Secretary shall have custody and control of all records, books and other documents relating to the Council.

(2) The records, books and other documents of the association must be open to inspection, free of charge, by any member of the Council at its Registered Office during business hours.

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21. Indemnity

A member of the Council appointed by the Council shall be indemnified out of the funds of the Council against a loss or liability suffered or incurred by the member in the course of, and by reason of, discharging such duties as a member.

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22. Staff

The Council shall appoint from time to time an Executive Secretary on such terms and conditions as are agreed to by the Council and the appointee. The Executive Secretary shall be Chief Executive Officer of the Council and oversee the operations of the Council on a day-to-day basis. All secretarial and administrative work of the Council shall be carried out by the Executive Secretary and a staff engaged by the Executive Secretary for that purpose. The terms and conditions for the employment of the staff shall be determined by agreement between each staff member and the Executive Secretary, in consultation with the Chairman.

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23. Validation of Proceedings

(1) All acts done at any meeting of the members of the Council or of a committee of the Council, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Council or that they or any of them were disqualified, shall be as valid as if every such member had been duly appointed and was qualified to be a member of the Council.

(2) The Council may act notwithstanding a vacancy in its membership.

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24. Dissolution

(1) The Council may at any time, by a resolution consistent with Section 25, terminate its existence if it appears to the members that the Council's voluntary nature and independence are threatened or that other circumstances have arisen which render the continued functioning of the Council inappropriate.

(2) The Council may, when carrying out a resolution to dissolve, make resolutions for the disposal and distribution of property held by or on behalf of the Council consistent with section 3 (2), and, notwithstanding the passing of a resolution to dissolve, meetings of the Council may be held for the purpose of supervising such disposal and distribution.

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25. Alteration of Constitution

Alterations of this Constitution, including the Objects of the Council, shall be made by resolution of Council. Adoption of the resolution shall require the approval of a two-thirds majority of the members present and voting at a meeting, which two-thirds majority shall be not less than a simple majority of the membership of the Council. No alteration shall be effective unless at least 28 days' notice of a proposed alteration shall have been given to Council members and to the constituent bodies.

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26. Notices

Notices of meetings shall be sent to members of the Council at the addresses given by them to the Executive Secretary. Not less than seven (7) days' notice shall be given in writing of any meeting unless members agree to accept shorter notice. Notice may be given by post. Notice given by post shall be deemed to have been received 48 hours after posting. Accidental omission to notify persons entitled to receive notice of meeting or non-receipt by any of them of such notice shall not invalidate the proceedings of the meeting to which the notice relates.

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Schedule of Members (May 2007)

Chairman
Professor Ken McKinnon

Constituent Bodies

• ACP Magazines - one member
• Advertiser Newspapers - no member
• Australian Associated Press - one member
• Australian Rural Publishers' Association - no member
• Community Newspapers of Australia - one member
• Country Press Australia - one member
• Davies Brothers - no member
• Fairfax Media - Herald Publications - one member
• Fairfax Media - The Age - one member
• Herald & Weekly Times - one member
• Media, Entertainment and Arts Alliance - one member
• News Ltd (incl. Queensland Newspapers) - one member
• former members of Regional Dailies of Australia* - one member
• Pacific Publications - no member
• West Australian Newspapers - one member

Journalist members
The panel of journalist members shall comprise up to four journalist members and up to two editor members. Two journalist members and one editor member shall be rostered to attend each meeting on rotation.

Public members
The panel of Public members shall comprise up to ten members, including the Vice Chairman. The Vice Chairman and six other public members shall be rostered to attend each meeting on rotation.

*The former members comprise the following organisations:

• APN News and Media
• Rural Press Ltd
• Border Mail, Albury
• Bendigo Advertiser & Independent
• The Advocate, Burnie
• Cairns Post
• Carpenteria Newspapers
• Geelong Advertiser
• Gold Coast Bulletin
• Kalgoorlie Miner
• The Examiner, Launceston
• Sunraysia Daily
• Townsville Bulletin
• Riverina Media Group
• The Warrnambool Standard

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