THE COMPANIES ACT 1985 & 1989

COMPANY LIMITED BY GUARANTEE AND NOT

HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

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COMMUNITY MEDIA ASSOCIATION

1. The name of the Company (hereinafter called "the Association") is Community Media Association.

2. The registered office of the Association shall be situate in England and Wales.

3. The objects for which the Association is established are:-

To advance the education of the public in all aspects of community media and to promote the educational benefits resulting from the establishment of community media services which are owned and controlled by their community and constituted otherwise than with a view to profit.

And the Association shall have the following powers exercisable in furtherance of its said objects but not further or otherwise, namely:

(a) to collect and disseminate information on matters affecting community media and to exchange such information with other bodies having similar objects both in the UK and overseas.

(b) to present, promote, organise, provide, manage and produce, films, broadcasts, concerts, musical pieces, entertainments, exhibitions, tutorials, seminars, courses and workshops, whether on any premises of the Association or elsewhere.

(c) to procure to be written, printed, published and issued gratuitously or otherwise such papers, books, pamphlets or other documents as shall further the above objects.

(d) to open and maintain a bank account or bank accounts in the name of the Association.

(e) to employ staff and/or agents, and to make provision for the proper remuneration of any such persons including power to all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows widowers and other dependants.

(f) subject to such consents as may be required by law to purchase, take on lease or in exchange, hire of otherwise acquire any real or personal property and any rights or privileges which the Association may think necessary for the promotion of its objects, and to construct, maintain and alter any buildings or erections necessary for the work of the Association.

(g) subject to such consents as may be required by law to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association as may be thought necessary for the promotion of its objects.

(h) to undertake and execute any charitable trusts which may lawfully be undertaken by the Association and may be necessary for its objects.

(i) subject to such consents as may be required by law to borrow or raise money for the purposes of the Association on such terms and on such security as may be thought fit PROVIDED ALWAYS that the Association shall undertake no permanent trading activities in raising funds to achieve its charitable objects.

(j) to invest the monies on the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.

(k) to establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with the purposes of the Association or calculated to further its objects.

(l) to establish, operate and maintain or to cooperate with others in establishing, operating and maintaining at such places as may be deemed appropriate by the Association any dining and refreshment rooms, stalls and facilities for the supply thereat of food, drink and refreshments in furtherance of the objects PROVIDED THAT such food, drink or refreshments shall only be available to persons participating in the activities of the Association.

(m) to do all such other lawful things as shall further any or all of the above objects.

PROVIDED THAT:

(1) In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such a manner as allowed by law, having regard to such trusts.

(2) The objects of the Association shall not extend to the regulation of relations between employers and workers or organisations of employers and organisations of workers.

(3) In case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Association shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Council of Management or Governing Body of the Association shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Council of Management or Governing Body have been if no incorporation had been affected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division of the Charity Commissioners over such Council of Management of Governing Body, but they shall as regards to any such property be subject jointly and separately to such control or authority as if the Association were not incorporated.

(4) The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Association and no member of the Council of Management or Governing Body shall be appointed to any office of the Association paid by salary or fees or receive any remuneration or other benefit in money or money�s worth from the Association.

PROVIDED THAT nothing herein shall prevent the payment, in good faith by the Association:

(A) of reasonable and proper remuneration to any member, officer or servant of the Association for any services rendered to the Association (not being a member of its Council of Management), provided nevertheless that a member of the Council of Management shall be entitled to be reimbursed for any reasonable and proper out-of-pocket expenses incurred in carrying out any business of the Association;

(B) of interest on money lent by any member of the Company or of its Council of Management or Governing Body at a rate per annum not exceeding 2% less than the base lending rate of a clearing bank to be selected by the Council of Management or Governing Body; or 3%, whichever is the greater;

(C) of reasonable and proper rent for premises demised or let by any member of the Association or of its Council of Management or Governing Body.

(D) of fees remuneration or other benefit in money or money�s worth to a company of which a member of its Council of Management or Governing Body may be a member holding not more than one hundredth part of the capital of such company;

5. No additions, alterations, or amendments shall be made to or in the provisions of the Memorandum of Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by the Charity Commissioners for England and Wales.

6. The liability of the members is limited.

7. Every member of the Association undertakes to contribute to the assets of the Association, in the event of the same being wound up while he or she is a member, or within one year after he or she ceases to become a member, for payment of the debts and liabilities of the Association contracted before he or she ceases to become 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 not exceeding one pound.

8. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other charitable institution or institutions having charitable objects similar to the objects of the Association, and shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some other charitable object subject to the prior approval of the Charity Commissioners for England and Wales.

COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

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COMMUNITY MEDIA ASSOCIATION

GENERAL

1. In these Articles the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context;

WORDS

The Act...................................................................The Companies Act 1985.

The Association......................................................The above-named Company.

The Council............................................................The Council of Management for the time being of the Association.

The Office..............................................................The registered office of the Association.

The Seal................................................................The common seal of the Association.

The United Kingdom..............................................Great Britain and Northern Ireland.

Month.....................................................................Calendar month.

In writing.................................................................Written, printed or lithographed or partly one and partly another, and other modes of representing or reproducing words in a visible form.

And words importing the singular number shall include the plural number, and vice versa.

Words importing the masculine gender only shall include the feminine gender; and

Words importing persons shall include corporations.

Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these presents become binding on the Association shall, if not inconsistent with the subject or context, bear the same meanings in these presents.

2. For the purposes of registration the number of members of the Company is declared not to exceed 1,000 but the Council may from time to time register an increase of members.

3. The first members of the Association shall be the Subscribers to the Memorandum and Articles of Association.

4. The Council may admit to membership any person, corporate body or unincorporated association PROVIDED THAT only persons and organisations who subscribe to the Objects and the Community Media Charter of the Association and who are admissible to one or more of the membership categories in Article 9 shall qualify for membership.

5. The provisions of section 352 of the Act shall be observed by the Association, and every member of the Association shall either sign a written consent to become a member or sign the register of members on becoming a member.

6. The entry for every member shall include a note of the category of membership of that member as prescribed in Article 9.

7. A member which is a corporate body or unincorporated association shall by resolution of its governing body appoint a deputy, who shall, during the continuance of the appointment be entitled to exercise in any General Meeting of the Association all such rights and powers as the corporate body or unincorporated association would exercise if it were an individual person.

8. Every application for membership shall be considered by the Council at its first meeting or as soon afterwards as is practicable. Any acceptance of an application shall be conditional on payment by the applicant of the full amount of the annual membership subscription. No applicant shall be entered in the Register of Members unless and until such subscription has been received by the Company, unless the Council decides to waive the subscription in any particular case.

9. Every member upon admission shall be allocated one of the following categories of membership at the absolute discretion of the Council:

a) "Federation Members" shall be any corporate body or unincorporated association whose members operate broadcasting services for the benefit of the community.

b) "Organisation Members" shall be any corporate body or unincorporated association which provides a broadcasting service for the benefit of the community.

c) "Associate Members" shall be any organisation not falling within the definitions in paragraphs 9(a) or 9(b) above.

d) "Individual Members" shall be any individual.

10. The Council may at any time amend a member's category of membership in the event of a change in circumstances, and shall notify the member in question of their decision within fourteen days of so doing.

11. A member shall cease to be a member if:

a) in the opinion of the Council, the member ceases to fulfill the qualifications for membership specified in Article 4; or

b) the member is expelled by the Council for conduct prejudicial to the Association, provided that the member concerned shall have a right of appeal to a General Meeting; or

c) the member fails to pay the annual subscription within three months of the due date; or

d) the member resigns by notice in writing; or

e) the member dies, if an individual person; or

f) the member is wound up or goes into liquidation, if a corporate body or unincorporated association.

GENERAL MEETINGS

12. The Association shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Association and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting, and that so long as the Association holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation or in the following year.

13. All Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.

14. The Council may whenever they think fit convene an Extraordinary General Meeting of the Association, or any ten members or five percent of the membership, whichever is the greater, may convene an Extraordinary General Meeting as provided by section 368 of the Act.

15. An Annual General Meeting and an Extraordinary General Meeting called to consider the making of the decisions described in Article 29A below shall be called by at least 21 days clear notice. Any other General Meeting shall be called by at least 14 days clear notice.

16. Notice of every General Meeting shall be given in writing to every member of the Company and to the Auditors and shall specify the exact time and place of the meeting. In the case of an Extraordinary General Meeting the nature of the business to be raised thereat shall be specified. The accidental omission to give notice of a meeting or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

17. The business of an Annual General Meeting shall include:

a) the receipt of the report of the Council and the Auditors

b) the consideration of the audited accounts

c) the election of the Council

d) the appointment and the fixing of the remuneration of the Auditors

All other business transacted at an Annual General Meeting and all business transacted at an Extraordinary General Meeting shall be deemed special.

18. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided twenty of the members shall be a quorum.

19. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Council may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.

20. The Chair (if any) of the Council shall preside as Chair at every General Meeting, but if there be no such Chair, or if at any meeting he or she shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the members present shall choose some member of the Council, or if no such member be present, or if all members of the Council present decline to take the chair, they shall choose some member of the Association who shall be present to preside.

21. The Chair may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.

22. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the Chair or by at least three members having the right to vote at the meeting or a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting, and unless a poll be so demanded a declaration by the Chair of the meeting that a resolution has been carried, or carried unanimously or carried by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn.

23. Subject to the provisions of Article 24, if a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the Chair of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

24. No poll shall be demanded on the election of a Chair of a meeting, or on any question of adjournment.

25. In the case of an equality of votes, whether on a show of hands or on a poll, the Chair of the meeting shall be entitled to a second or casting vote.

26. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

VOTES OF MEMBERS

27. At any General Meeting members shall be entitled to vote as follows:

a) Federation members shall have five votes

b) Organisation members shall have five members

c) Associate members shall have one vote

d) Individual members shall have one vote

28. No member other than a member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Association in respect of his or her membership, shall be entitled to vote on any question at any General Meeting.

29. Decisions at General Meetings shall be made by passing resolutions:

a) Decisions involving an alteration to the Memorandum and Articles of Association and other decisions so required by statue shall be made by Special Resolution. A Special Resolution is here identified as one passed by a majority of not less than three-fourths of the members of the Company present and voting at an Extraordinary General Meeting.

b) All other decisions shall be made by ordinary resolution requiring a simple majority.

30. Votes of individual Members may be given personally or by proxy save that no person may carry more than one proxy vote. A member which is a corporate body or unincorporated association may vote only by means of its nominated deputy, duly appointed in accordance with Article 7.

THE COUNCIL

31. Unless otherwise determined by the Association in General Meeting, the number of Council members, not including persons co-opted in accordance with Article 34 shall not be more than fifteen nor less than nine.

32. The first members of the Council shall be the subscribers to the Memorandum of Association.

33. The Council may at any time appoint any member of the Association as a member of the Council to fill a casual vacancy. Any member so appointed shall retire at the Annual General Meeting following their appointment and shall then be eligible for re-election thereafter.

34. Members of Council are elected for a two year term after which they shall be eligible to stand for re-election except that no person may be a member of Council for more than three consecutive two year terms. In the case where a seat on Council becomes vacant within one year of election, a bye-election will be held at the next Annual General Meeting and the person so elected shall be elected for a one year term after which they shall be eligible to stand for re-election.

35. Fifty per cent of the first members of Council to be elected under the provisions of Article 34 above shall be elected for a one year term after which they shall be eligible to stand for re-election, such members to be chosen by lot.

36. The Council may at any time co-opt any member to the Council, provided that not more than four such co-options shall be made between one Annual General Meeting and the next. All persons so co-opted shall retire at the Annual General Meeting following their co-option and shall be eligible to be re-appointed thereafter.

37. No person who is not a member of the Association or the deputy of a corporate body or an unincorporated association who is a member shall in any circumstances be eligible to hold office as a member of the Council.

38. Unless and otherwise determined by the Company by Special Resolution, either generally or in any particular case, Section 293 of the Act shall not apply, and therefore no person having attained the age of seventy shall be prohibited from holding the office of Council member.

POWERS OF THE MANAGEMENT COMMITTEE

39. The business of the Association shall be managed by the Council who may pay all such expenses of the formation of the Association as they think fit and may exercise all such powers of the Association as may be exercised and done by the Association and as are not by statute or by these Articles required to be exercised or done by the Association in General Meeting.

40. The Council may act regardless of any vacancy in their body, but if and so long as their number is less than the minimum prescribed in these Articles, the Council may act for the purposes of increasing their number or of summoning a General Meeting of the Association, but for no other purpose.

DISQUALIFICATION OF MEMBERS OF THE COUNCIL

41. The office of a council member shall be immediately vacated if the member:

a) resigns in writing to the Association; or

b) ceases to be a member of the Association in accordance with Article 11 or is the deputy of a corporate body or unincorporated association which ceases to be a member; or

c) becomes bankrupt or of unsound mind; or

d) fails, without reasonable excuse, to attend three consecutive meetings of the Council; or

e) is removed from office by resolution of the Association in General Meeting in accordance with section 303 of the Act; or

f) ceases to hold office by reason of an order made under the Company Directors Disqualification Act 1986.

PROCEEDINGS OF THE COUNCIL

42. The Council may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit provided that the quorum for the transaction of the business of the Council shall be one third or three of the members whichever is the greatest. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chair shall have a second or casting vote.

43. A member of the Council may, and on the request of a member of the Council the Secretary shall, at any time, summon a meeting of the Council by fourteen days clear notice served upon the several members of the Council. A member of the Council who is absent from the United Kingdom shall not be entitled to notice of a meeting.

44. The Council shall elect a Chair who shall be entitled to preside at all General Meetings and meetings of the Council at which he or she shall be present, and shall determine for what period he or she is to hold office, but if no such Chair be elected, or if at any meeting the Chair be not present within fifteen minutes after the time appointed for holding the meeting and willing to preside, the members of the Council present shall choose one of their number to be Chair of the meeting.

45. The Council shall elect and may remove an Honorary Secretary and an Honorary Treasurer, and may elect other officers.

46. The Council may delegate any of their powers to committees consisting of such member or members of the Council or others as they think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Council.

47. All acts bona fide done by any meeting of the Council or by any committee of the Council, or by any person acting as a member of the Council, shall, even if it is afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Council.

48. The Council shall cause proper minutes to be made of all appointments of officers made by the Council and of the proceedings of all meetings of the Association and of the Council and of committees of the Council, and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the Chair of such meeting, or by the Chair of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

49. A resolution in writing signed by all members for the time being of the Council or of any committee of the Council who are entitled to receive notice of a meeting of the Council or of such committee shall be as valid and effectual as if it had been passed at a duly convened and constituted meeting of the Council or such committee (as the case may be).

COMPANY SECRETARY

50. The Company Secretary shall be appointed by the Council for such time, at such remuneration and upon such conditions as they may think fit, and the secretary so appointed may be removed by them PROVIDED ALWAYS that no member of the Council shall occupy the salaried position of Company Secretary. The provisions of section 283 of the Act shall apply and be observed.

SEAL

51. The Seal of the Association shall only be used by the authority of the Council and every instrument to which the Seal shall be applied shall be signed by a Council member. Every such application of the Seal shall be minuted.

ACCOUNTS

52. The Council shall cause proper books of account to be kept with respect to:

a) all sums of money received and expended by the Association and the matters in respect of which such receipts and expenditure take place;

b) all sales and purchases of goods by the Association; and

c) the assets and liabilities of the Association.

Proper books shall be deemed to be kept if they give a true and fair record of the state of the Association�s affairs and explain its transactions.

53. The books of account shall be kept at the registered office of the Company or, subject to section 222 of the Act, at such other place or places as the Council thinks fit, and shall at all reasonable times be open to the inspection of all members and officers and by other persons authorised by the Association in General Meeting.

54. The Council shall from time to time, in accordance with sections 227 and 241 of the Act, cause to be prepared and to be laid before the Association in General Meeting such profit and loss accounts, balance sheets, and any reports referred to in those sections.

55. A copy of every balance sheet, including every document required by law to be annexed thereto, which is laid before the Association in General Meeting, together with a copy of the Auditor�s report and the report of the Council shall, not less than twenty-one days before the date of the meeting, subject nevertheless to the provisions of section 240(4) of the Act, be sent to all persons entitled to receive notice of General Meetings. The Auditor's report shall be open to inspection and shall be read before the meeting.

AUDIT

56. Once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors.

57. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act, the members of the Council being treated as the Directors mentioned in the relevant sections.

NOTICES

58. A notice may be served by the Association upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his or her registered address as appearing in the register of members.

59. Any member described in the register of members by an address not within the United Kingdom, who shall from time to time give the Association an address within the United Kingdom at which notices may be served upon him or her shall be entitled to have notices served upon him or her at such address, but, save as aforesaid and as provided by the Act, only those members who are described in the register of members by an address within the United Kingdom shall be entitled to receive notices from the Association.

60. Notice of all meetings shall be given exclusive of the day on which it is effected. Where notice is sent by post the notice shall be deemed to have been served seventy two hours after the notice has been posted, provided that it was properly addressed and pre-paid.

DISSOLUTION

61. Clause 8 of the Memorandum of Association relating to the winding up and dissolution of the Association shall have effect as if the provisions thereof were repeated in these Articles.

INDEMNITY

62. Subject to the provisions of the Act but without prejudice to any indemnity to which a member of the Council may otherwise be entitled, every member of the Council, Company Secretary, Auditor or other officer of the Association shall be indemnified out of the assets of the Association against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association.