| ARTICLE 1: Offices
SECTION 1: Principal Office
The principle office of the Corporation is located in Orange County,
State of New York.
SECTION 2: Change of Address
The designation of the county or state of the Corporations principle
office may be changed
by amendment of these Bylaws. The Board of Directors may change the
principal office
from one location to another within the named county by noting the
changed address and
effective date below, and such change of address shall not be deemed,
nor require, an
amendment of these Bylaws:
______________________________ Dated: __________, 19_____
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SECTION 3: Other Offices
The Corporation may also have offices at such other places, within or
without its state of
incorporation, where it is qualified to do business, as its business and
activities may require,
and as the Board of Directors may, from time to time, designate.
ARTICLE 2: Non-profit Purposes
SECTION 1: IRC Section 501(c)(3) Purposes
This Corporation is organized exclusively for one or more of the
purposes as specified in
Section 501(c)(3) of the Internal Revenue Code, including, for such
purposes, the making
of distributions to organizations that qualify as exempt organizations
under Section
501(c)(3) of the Internal Revenue Code.
SECTION 2: Specific Objectives and Purposes
The specific objectives and purposes of this Corporation shall be: An
all-volunteer member-
ship club focused primarily on educational and public service aspects of
the Amateur Radio
Service. Through lectures, formal Amateur Radio classes, and American
Radio Relay
League-coordinated FCC exam sessions, ham radio is taught to both hams
wishing to ad-
vance to higher levels of FCC license class and non-hams wishing to
obtain an entry-level
licenses. In strict accord ance with Amateur Radio Service regulations,
public service com-
munications may be provided to the community and to non-profit agencies,
e.g., Civil
Defense drills, actual disasters, parades, marathons, etc.
ARTICLE 3: Directors
SECTION 1: Number
The Corporation shall have an odd number of Directors and be limited to
a total of nine, and
collectively they shall be known as the Board of Directors.
SECTION 2: Qualifications
Directors shall be at the age of majority in this state, and must be
Active Members or Life Members.
SECTION 3: Powers
Subject to the provisions of the laws of this state and any limitations
in the Articles of
Incorporation and these Bylaws relating to action required or permitted
to be taken or
approved by the Members, if any, of this Corporation, the activities and
affairs of this
Corporation shall be conducted and all corporate powers shall be
exercised by or under the
direction of the Board of Directors.
SECTION 4: Duties
It shall be the duty of the Directors to:
(a) Perform any and all duties imposed on them collectively or
individually
by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise
provided in these Bylaws, prescribe the duties and fix the compensation,
if any, of all Officers, agents and employees of the Corporation;
(c) Supervise all Officers, agents and employees of the Corporation to
assure
that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the Corporation, and
notices
of meetings mailed or telegraphed to them at such addresses shall be
valid
notices thereof.
SECTION 5: Term of Office
Each Director shall hold office from election, normally in March, for a
period of three (3)
consecutive years until he/she is re-elected, resigns or is otherwise
unable or ineligible to serve.
SECTION 6: Compensation
Directors shall serve without regular compensation. However, they shall
be allowed reasonable
advancement or reimbursement of expenses incurred in the performance of
their duties.
SECTION 7: Place of Meetings
Meetings shall be held at the principal office of the Corporation or at
such other place as may
be designated by the Board of Directors.
SECTION 8: Regular Meetings
A regular meeting of the Board of Directors shall be held at least once
a year at the location
and date as specified by the Board and announced at a regular Membership
Meeting at least
one month in advance of the Board meeting.
SECTION 9: Special Meetings
Special meetings of the Board of Directors may be called by the
Chairperson of the Board,
by any two Directors or by any persons specifically authorized under the
laws of this state to
call special meetings of the Board. Such meetings shall be held at the
principal office of the
Corporation or at the place designated by the person or persons calling
the special meeting.
SECTION 10: Notice of Meetings
Unless otherwise provided by the Articles of Incorporation, these
Bylaws, or provisions of
law, the following provisions shall govern the giving of notice for
meetings of the Board of
Directors:
(a) Regular Meetings. Notice shall be given before the end of the
calendar year as
to the tentative dates and locations of these two meetings.
(b) Special Meetings. The Secretary of the Corporation shall notify each
Director,
at least one week prior to a special Board Meeting, of the time,
location
and proposed agenda for that Meeting. Such notice may be in oral or
written
form, and may be given personally, by first-class mail, or by electronic
means.
In the case of electronic notification, Directors shall acknowledge
personal
receipt by appropriate means within twenty-four (24) hours of the
original
communication.
(c) Waiver of Notice. Whenever any notice of a meeting is required to be
given
to any Director of this Corporation under provisions of the Articles of
Incorporation, these Bylaws, or the law of this state, a written waiver
of notice
signed by the Director, whether before or after the time of the Meeting,
shall be equivalent to the giving of such Notice.
SECTION 11: Quorum for Meetings
A quorum shall consist of twenty-five (25) per-cent of the members of
the Board of
Directors.
Except as otherwise provided under the Articles of Incorporation, these
Bylaws, or provisions
of law, no business shall be considered by the Board at any meeting at
which the required
quorum is not present.
SECTION 12: Majority Action as Board Action
Every act or decision done or made by a majority of the Directors
present at a meeting duly
held at which a quorum is present is the act of the Board of Directors,
unless the Articles
of Incorporation, these Bylaws, or provisions of law require a greater
percentage or different
voting rules for approval of a matter by the Board.
SECTION 13: Conduct of Meetings
The Board as a quorum shall conduct all meetings of the Board of
Directors.
The Secretary of the Corporation shall act as Secretary of all Board
Meetings. In his or her
absence, the Board shall appoint another person to act as Secretary of
the Meeting.
Meetings shall be governed by Roberts Rules, insofar as such rules are
not inconsistent with
or in conflict with the Articles of Incorporation, these Bylaws, or with
provisions of law.
SECTION 14: Vacancies
Vacancies on the Board of Directors shall exist (1) on the death,
resignation or removal of
any Director, and (2) whenever the number of authorized Directors is
increased.
Any Director may resign effective upon giving written notice to the
Board of Directors, unless
the notice specifies a later time for the effectiveness of such
resignation. No Director may
resign if the Corporation would then be left without a duly-elected
Director or Directors in
charge of its affairs, except upon written notice to the Office of the
Attorney General or other
appropriate agency of this state.
Directors may be removed from office, with or without cause, as
permitted by and in
accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these
Bylaws or provisions of
law, vacancies on the Board may be filled by approval of the Board of
Directors. If the number
of Directors then in office is less than a quorum, a vacancy on the
Board may be filled by
approval of the majority of Directors then in office or by a sole
remaining Director. A
person elected to fill a vacancy on the Board shall hold office until
the next Election of the
Board of Directors or until his or her death, resignation or removal
from office.
SECTION 15: Nonliability of Directors
The Directors shall not be personally liable for the debts, liabilities,
or other obligations of
the Corporation.
SECTION 16: Indemnification by Corporation of Directors and Officers
The Directors and Officers of the Corporation shall be indemnified by
the Corporation to
the fullest extent permissible under the laws of New York State.
SECTION 17: Insurance for Corporate Agents
Except as may be otherwise provided under provisions of law, the Board
of Directors may
adopt a resolution authorizing the purchase and maintenance of insurance
on behalf of any
agent of the Corporation (including a Director, Officer, employee or
other agent of the
Corporation) against liabilities asserted against or incurred by the
agent in such capacity or
arising out of the agents status as such, whether or not the Corporation
would have the
power to indemnify the agent against such liability under the Articles
of Incorporation,
these Bylaws or provisions of law.
ARTICLE 4: Officers
SECTION 1: Designation of Officers
The Officers of the Corporation shall be a President, a Vice-President,
a Secretary, and a
Treasurer. The Corporation may also have a Chairperson of the Board, one
or more
Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and any
other such officers
with such titles as may be determined from time to time by the Board of
Directors.
SECTION 2: Qualifications
Any Active Member or Life Member may serve as Officer of this
Corporation.
SECTION 3: Election and Term of Office
Nomination of Officers will take place at the regular February Meeting.
Voting and Election shall take place at the regular March Meeting.
Officers shall be elected
by the voting Membership.
Each Officer shall normally hold office from that Election through the
following Election
unless he (or she) resigns or is otherwise unable or disqualified to
serve.
SECTION 4: Removal and Resignation
Any Officer may be removed, with or without cause, by the Board of
Directors and voting
Membership, if any, at any time. Any Officer may resign at any time by
giving written
notice to the Board of Directors or to the President or Secretary of the
Corporation. Any
such resignation shall take effect at the date of receipt of such notice
or at any later date
specified therein, and, unless otherwise specified therein, the
acceptance of such resignation
shall not be necessary to make it effective. The above provisions of
this Section shall be
superseded by any conflicting terms of a contract which has been
approved or ratified by the
Board of Directors and voting Membership, if any, relating to the
employment of any Officer
of the Corporation.
SECTION 5: Vacancies
Any vacancy caused by the death, resignation, removal, disqualification,
or otherwise, of
any Officer shall be filled by the Board of Directors. In the event of a
vacancy in any office
other than that of President, such vacancy may be filled temporarily by
appointment by
the President until such time as the Board shall fill the vacancy.
Vacancies occurring in offices
of officers appointed at the discretion of the Board may or may not be
filled as the Board
desires.
SECTION 6: Duties of President
The President shall be the chief executive officer of the Corporation
and shall, subject to
the control of the Board of Directors, supervise and control the affairs
of the Corporation
and the activities of the Officers. He or she shall perform all duties
incident to his or her office
and such other duties as may be required by law, by the Articles of
Incorporation, or by these
Bylaws, or which may be prescribed from time to time by the Board of
Directors. Unless
another person is specifically appointed as Chairperson of the Board of
Directors, the
President shall preside at all meetings of the Board of Directors and,
if this Corporation has
members, at all meetings of the Members. Except as otherwise expressly
provided by law,
by the Articles of Incorporation, or by these Bylaws, he or she shall,
in the name of the
Corporation, execute such deeds, mortgages, bonds, contracts, checks, or
other instruments
which may from time to time be authorized by the Board of Directors.
SECTION 7: Duties of Vice-President
In the absence of the President, or in the event of his or her inability
or refusal to act, the
Vice-President shall perform all the duties of the President, and when
so acting shall have
all the powers of, and be subject to all the restrictions on, the
President. The Vice-President
shall have other powers and perform such other duties as may be
prescribed by law, by the
Articles of Incorporation, or by these Bylaws, or as may be prescribed
by the Board of
Directors.
SECTION 8: Duties of Secretary
The Secretary shall:
Certify and keep at the principal office of the Corporation, the
original, or a
copy, of these Bylaws, as amended or otherwise altered to date;
Keep at the principal office of the Corporation, or at such other place
as the
Board may determine, a book of the Minutes of all Meetings of the
Directors,
and, if applicable, meetings of Committees of Directors and of Members,
recording therein the time and place of holding, whether regular or
special, how
called, how notice thereof was given, the names of those present or
represented
at the meeting, and the proceedings thereof;
See that all notices are duly given in accordance with the provisions of
these
Bylaws or as required by law;
Be custodian of the records and of the Seal of the Corporation, and
affix the
Seal, as authorized by law or the provisions of these Bylaws, to duly
executed
documents of the Corporation;
Keep at the principal office of the Corporation a Membership Book
containing
the following for each Member: name, address, status and, if terminated,
the date
of and reason for termination of Membership;
Exhibit at all reasonable times to any Director of the Corporation, or
to his or
her agent or attorney, on request therefor, the Bylaws, the Membership
Book,
and the Minutes of the proceedings of the Directors of the Corporation;
In general, perform all duties incident to the office of Secretary and
such other
duties as may be required by law, by the Articles of Incorporation, or
by these
Bylaws, or which may be assigned to him or her from time to time by the
Board
of Directors.
SECTION 9: Duties of Treasurer
The treasurer shall:
Have charge and custody of, and be responsible for, all funds and
securities of the
Corporation, and deposit all such funds in the name of the Corporation
in such
banks, trust companies, or other depositories as shall be selected by
the Board of
Directors. The Treasurer shall maintain a cash fund of no more than $100
for
authorized purchases and reimbursements;
Receive, and give receipt for, monies due and payable to the Corporation
from
any source whatsoever;
Disburse, or cause to be disbursed, the funds of the Corporation as may
be directed
by the Board of Directors and voting Membership, if any, taking proper
vouchers for
such disbursements;
Keep and maintain adequate and correct accounts of the Corporations
properties
and business transactions, including accounts of its assets,
liabilities, receipts,
disbursements, gains and losses;
Exhibit at all reasonable times the books of account and financial
records to any
Director of the Corporation, or to his or her agent or attorney, on
request therefor;
Render to the President and Directors, whenever requested, an account of
any or all
of his or her transactions as Treasurer and of the financial condition
of the
Corporation;
Prepare, or cause to be prepared, and certify, or cause to be certified,
the financial
statements to be included in any required reports;
In general, perform all duties incident to the office of Treasurer and
such other
duties as may be required by law, by the Articles of Incorporation, or
by these
Bylaws, or which may be assigned to him or her from time to time by the
Board
of Directors.
SECTION 10: Compensation
Officers shall serve without regular compensation. However, they shall
be allowed
reasonable advancement or reimbursement of expenses incurred in the
performance
of their duties.
ARTICLE 5: Committees
SECTION 1: Executive Committee
The Board of Directors may, by a majority vote of its members, designate
an Executive
Committee consisting of at least two Board members and may delegate to
such Committee
the powers and authority of the Board in the management of the business
and affairs of the
Corporation, to the extent permitted, and except as may otherwise be
provided, by provisions
of law.
By a majority vote of its Members, the Board may at any time revoke or
modify any or all
of the Executive Committee authority so delegated, increase or decrease
(but not below two)
the number of members of the Executive Committee, and fill vacancies on
the Executive
Committee from the members of the Board. The Executive Committee shall
keep regular
minutes of its proceedings, cause them to be filed with the Corporate
records, and report the
same to the Board from time to time as the Board may require.
SECTION 2: Other Committees
The Corporation shall have such other Committees as may from time to
time be designated
by resolution of the Board of Directors. These Committees may consist of
persons who are
not also members of the Board and shall act in an advisory capacity to
the Board.
SECTION 3: Meetings and Action of Committees
Meetings and action of Committees shall be governed by, noticed, held
and taken in
accordance with the provisions of these Bylaws concerning meetings of
the Board of
Directors, with such changes in the context of such Bylaw provisions as
are necessary to
substitute the Committee and its members for the Board of Directors and
its Members,
except that the time for regular and special meetings of Committees may
be fixed by
resolution of the Board of Directors or by the Committee. The Board of
Directors may
also adopt rules and regulations pertaining to the conduct of meetings
of Committees to
the extent that such rules and regulations are not inconsistent with the
provisions of
these Bylaws.
A Committee Chair shall advise the Membership, on a regular basis, of
his/her projects
status; and shall immediately notify the President (or a Board Member)
in the case of
difficulties beyond his/her control.
ARTICLE 6: Execution of Instruments, Deposits and Funds
SECTION 1: Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws,
may by resolution
authorize any Officer or agent of the Corporation to enter into any
contract or execute
and deliver any instrument in the name of and on behalf of the
Corporation, and such
authority may be general or confined to specific instances. Unless so
authorized, no Officer,
agent, Member or employee shall have any power or authority to bind the
Corporation by
any contract or engagement or to pledge its credit or to render it
liable monetarily for any
purpose or in any amount.
SECTION 2: Checks and Notes
Except as otherwise specifically determined by resolution of the Board
of Directors, or as
otherwise required by law, checks, drafts, promissory notes, orders for
the payment of
money, and other evidence of indebtedness of the Corporation shall be
signed by the
Treasurer.
SECTION 3: Deposits
All funds of the Corporation shall be deposited from time to time to the
credit of the
Corporation in such banks, trust companies, or other depositories as the
Board of Directors
may select.
SECTION 4: Gifts
The Board of Directors may accept, on behalf of the Corporation, any
contribution, gift,
bequest, or devise not otherwise prohibited by FCC regulations, for the
non-profit purposes of
this Corporation.
ARTICLE 7: Corporate Records, Reports and Seal
SECTION 1: Maintenance of Corporate Records
The Corporation shall keep at its principal office:
(a) Minutes of all meetings of Directors, Committees of the Board and,
if
this Corporation has members, of all meetings of Members, indicating
the time and place of holding such Meetings, whether regular or special,
how called, the notice given, names of those present, and proceedings
thereof;
(b) Adequate and correct books and records of account, including
accounts
of its properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains and losses;
(c) A record of its Members, if any, indicating their names and
addresses,
and, if applicable, the class of membership held by each Member and
the termination date of any membership;
(d) A copy of the Corporations Articles of Incorporation and Bylaws as
amended to date, which shall be open to inspection by the Members,
if any, of the Corporation at all reasonable times during scheduled Club
meetings after making prior arrangements with the Secretary at least
two weeks in advance.
SECTION 2: Corporate Seal
The Board of Directors may adopt, use, and at will alter, a Corporate
Seal. Such Seal
shall be kept at the principal office of the Corporation. Failure to
affix the Seal to
Corporate instruments, however, shall not affect the validity of any
such instrument.
SECTION 3: Directors Inspection Rights
Every Director shall have the absolute right at any reasonable time to
inspect and copy
all books, records and documents of any kind and to inspect the physical
properties of the
Corporation and shall have such other rights to inspect the books,
records and properties
of this Corporation as may be required under the Articles of
Incorporation, other provisions
of these Bylaws, and provisions of law.
SECTION 4: Members Inspection Rights
If this Corporation has any members, then each and every Member shall
have the following
inspection rights, for a purpose reasonably related to such persons
interest as a Member:
(a) To inspect and copy the record of all Members names, addresses and
voting rights, at reasonable times upon written demand on the Secretary
of the Corporation, which Demand shall state the purpose for which the
inspection rights are requested;
(b) To obtain from the Secretary of the Corporation, upon written demand
on,
and payment of a reasonable charge to, the Secretary of the Corporation,
a list of the names, addresses and voting rights of those members
entitled
to vote for the election of Directors as of the most recent record date
for
which the list has been compiled or as of the date specified by the
Member
subsequent to the date of demand. The demand shall state the purpose for
which the list is requested. The membership list shall be made within a
reasonable time after the demand is received by the Secretary of the
Corporation or after the date specified therein as of which the list is
to
be compiled;
(c) To inspect at any reasonable time the books, records or minutes of
proceedings of the Members or of the Board or Committees of the Board,
upon written demand on the Secretary of the Corporation by the Member,
for a purpose reasonably related to such persons interests as a Member.
Members shall have such other rights to inspect the books, records and
properties of
this Corporation as may be required under the Articles of Incorporation,
other provisions
of these Bylaws, and provisions of law.
SECTION 5: Right to Copy and Make Extracts
Any inspection under the provisions of this Article may be made in
person or by agent or
attorney, and the right to inspection shall include the right to copy
and make extracts.
SECTION 6: Periodic Report
The Board shall cause any annual or periodic report required under law
to be prepared and
delivered to an office of this state or to the Members, if any, of this
Corporation, to be so
prepared and delivered within the time limits set by law.
ARTICLE 8: IRC 501(c)(3) Tax-Exemption Provisions
SECTION 1: Limitations on Activities
No substantial part of the activities of this Corporation shall be the
carrying on of
propaganda, or otherwise attempting to influence legislation [except as
otherwise provided
by Section 501(h) of the Internal Revenue Code], and this Corporation
shall not participate in,
or intervene in (including the publishing or distribution of statements)
any political campaign
on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this Corporation
shall not carry on
any activities not permitted to be carried on (a) by a corporation
exempt from Federal
income tax under Section 501(c)(3) of the Internal Revenue Code, or (b)
by a corporation,
contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue
Code.
SECTION 2: Prohibition Against Private Inurement
No part of the net earnings of this Corporation shall inure to the
benefit of, or be
distributable to, its Members, Directors or Trustees, Officers, or other
private persons,
except that the Corporation shall be authorized and empowered to pay
reasonable
compensation for extraordinary services rendered and to make payments
and distributions
in furtherance of the purposes of this Corporation.
SECTION 3: Distribution of Assets
Upon the dissolution of this Corporation, its assets remaining after
payment, or provision
for payment, of all debts and liabilities of this Corporation shall be
distributed for one or
more exempt purposes within the meaning of Section 501(c)(3) of the
Internal Revenue
Code or shall be distributed to the Federal Government, or to a state or
local government,
for a public purpose. Such distribution shall be made in accordance with
all applicable
provisions of the laws of this state.
SECTION 4: Private Foundation Requirements and Restrictions
In any taxable year in which this Corporation is a private foundation as
described in Section
509(a) of the Internal Revenue Code, the Corporation:
(1) shall distribute its income for said period at such time and
manner as not to subject it to tax under Section 4942 of the Internal
Revenue Code;
(2) shall not engage in any act of self-dealing as defined in Section
4941(d) of the Internal Revenue Code;
(3) shall not retain any excess business holdings as defined in
Section 4943(c) of the Internal Revenue Code;
(4) shall not make any investments in such manner as to subject the
Corporation to tax under Section 4944 of the Internal Revenue Code; and
(5) shall not make any taxable expenditures as defined in Section
4945(d) of the Internal Revenue Code.
ARTICLE 9: Amendment of Bylaws
SECTION 1: Amendment
Subject to the power of the Members, if any, of this Corporation to
adopt, amend or repeal the
Bylaws of this Corporation and except as may otherwise be specified
under provisions of
law, these Bylaws, or any of them, may be altered, amended, or repealed
and new Bylaws
adopted subject to approval of the Board of Directors with a 3/4
majority of the full Board.
Orange County Amateur Radio Club Inc. Bylaws
ARTICLE 10: Construction and Terms
If there is any conflict between the provisions of these Bylaws and the
Articles of Incorporation
of this Corporation, the provisions of the Articles of Incorporation
shall govern.
Should any of the provisions or portions of these Bylaws be held
unenforceable or invalid
for any reason, the remaining provisions and portions of these Bylaws
shall be unaffected
by such holding.
All references in these Bylaws to the Articles of Incorporation shall be
to the Articles of
Incorporation, Articles of Organization, Certificate of Incorporation,
Organizational
Charter, Corporate Charter, or other founding document of this
Corporation filed with
an office of this state and used to establish the legal existence of
this Corporation.
All references in these Bylaws to a Section or sections of the Internal
Revenue Code
shall be to such sections of the Internal Revenue Code of 1986, as
amended from time
to time, or to corresponding provisions of any future Federal tax code.
All references in these Bylaws to Board shall indicate the
duly-constituted Corporate
governing body as defined heretofore.
All references in these Bylaws to Director or Directors shall indicate
the legally
qualified members of the governing Board of Directors.
All references in these Bylaws to Member or Members shall indicate
individuals
who freely and voluntarily participate in Corporate activities
including, but not limited
to, Club meetings and events.
Membership Provisions of theOrange County Amateur Radio Club Inc.
ARTICLE 11: Members
SECTION 1: Qualifications
The only qualification for Membership in this Corporation is an interest
in Amateur Radio.
SECTION 2: Classifications
In addition to the Board of Directors, Officers and Trustees, the
Corporation shall offer
four distinct Membership classes. No Member shall hold multiple classes
except as expressly
provided in or authorized by the Articles of Incorporation, Bylaws or
provisions of law.
(a) Regular Member. Current holder of any valid Amateur license.
This class of membership is entitled to all Corporate privileges,
including voting, and is eligible to seek and hold office. Dues are
required.
(b) Associate Member. Unlicensed individual supporter.
This class of membership may participate to the extent of FCC
regulations (as amended), but may not vote nor hold office. Dues
are encouraged.
(c) Honorary Member. An individual, group of individuals, association,
corporation or other entity interested in the development of Amateur
Radio may be chosen by a two-thirds majority of voting Members at a
scheduled meeting. Honorees are encouraged to attend meetings, but
have no vote and are exempt from dues.
(d) Life Member. Any Regular Member who has provided exceptional
service to Amateur Radio and the Club for a minimum of three years
may be elected to Life Membership by a two-thirds majority vote of
the Board of Directors and voting Members at a scheduled meeting.
Provided that: An announcement of the candidacy appears in the Club
newsletter at least one month in advance of the election meeting.
Life Members are entitled to all Corporate privileges, and are exempt
from dues.
SECTION 3: Admission
Applicants shall submit a completed Orange County Amateur Radio Club
Inc. Membership
Application Form to the Secretary along with the required fee.
Membership shall be
granted after review and approval of the Board of Directors.
SECTION 4: Fees and Dues
(a) Application fee for membership in the Corporation shall be $0.00
(b) Annual Corporate membership dues shall be $12.00 (effective: January
2003)
SECTION 5: Number of Members
There is no limit on the size of Corporate membership. Existing Members
are encouraged
to recruit prospective Members.
SECTION 6: Membership Book
The Corporation shall maintain a Membership Book containing the
following information:
name, address, callsign (if any), membership status, and Packet/INTERNET
addresses (if
applicable). Membership termination dates shall also be recorded. This
Book shall be kept
at the Corporations principal office.
SECTION 7: Nonliability
A member of this Corporation is not, as such, personally liable for the
debts, liabilities, or
obligations of the Corporation.
SECTION 8: Nontransferability
No Member may transfer a membership or any right arising therefrom. All
rights of
membership cease upon the Members death or termination of Membership.
SECTION 9: Termination of Membership
An individuals membership in the Corporation may be terminated by:
(a) Revocation or non-renewal of FCC Amateur License; or
(b) While participating in any activity in an inebriated or
irresponsible manner
that jeopardizes the safety or reputation of the Orange County Amateur
Radio Club Inc., its membership, property or tax-exempt status; or
(c) Failure to follow procedure set forth by the Board of Directors; or
(d) Failure to abide by the Corporate Bylaws, as amended; or
(e) Acceptance of illegal gratuities while serving as a Volunteer
Examiner; or
(f) Voluntary resignation, in writing, delivered to the President or
Secretary
personally or by mail. Termination is effective upon personal delivery
or
date of deposit in the mail; or
(g) Failing to renew membership by payment of dues in a timely manner
(within thirty days after receiving, from the Secretary, a written
notice of
deliquency); or
(h) After providing the Member with a reasonable written notice and an
opportunity to respond orally or in writing, upon a determination by the
Board of Directors that the Member has engaged in conduct materially
and seriously prejudicial to the interests or purposes of the
Corporation.
Any person expelled from the Corporation shall receive a refund of dues
already paid for the current dues period.
All rights of a Member in the Corporation shall cease on termination of
Membership as
herein provided.
ARTICLE 12: Meetings of Members
SECTION 1: Place of Meetings
Meetings of Members shall be held at the principal office of the
Corporation, or at such
other place or places as may be designated from time to time by
resolution of the Board
of Directors and voting Membership, if any.
SECTION 2: Regular Meetings
Regularly-scheduled meetings of the Members shall be normally be held on
the last Friday of
every month except July and August.
A Meeting of Members in February is for the purpose of nominating
Directors, Officers and
transacting other business as may come before the meeting. Those
nominees shall then stand
for election at the March Meeting per provisions of Article 12, Section
7 (as amended.)
SECTION 3: Special Meetings of Members
Special Meetings of the Members shall be called by the Board of
Directors, the Chairperson of
the Board, or the President of the Corporation or, if different, by the
person(s) specifically
authorized under the laws of this state to call special meetings of the
Members.
SECTION 4: Notice of Special Meetings
Unless otherwise provided by the Articles of Incorporation, these
Bylaws, or provisions of
law, notice stating the place, day and hour of the Special Meeting and
the purpose or purposes
for which this meeting is called, shall be delivered not less than ten
(10) nor more than fifty
(50) days before the date of this meeting, either personally or by mail,
by or at the direction of
the President, the Secretary, or the person(s) calling the Meeting, to
each Member entitled to
vote at such Meeting.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States
Mail addressed to the Member at his or her address as it appears on the
Corporations records,
with postage prepaid. Personal notification includes notification by
telephone or facsimile
machine, provided however, in the case of facsimile notification, the
Member to be contacted
shall acknowledge personal receipt of the facsimile notice by a return
message or telephone
call within twenty-four hours of the first facsimile transmission.
The notice of any Meeting of Members at which Directors are to be
elected shall also state
the names of all nominees or candidates for election to the Board at the
time notice is given.
Whenever any notice of a meeting is required to be given to any Member
of this Corporation
under provisions of the Articles of Incorporation, these Bylaws, or the
law of this state, a
waiver of notice - in writing - signed by the Member, whether before or
after the time of the
Meeting, shall be equivalent to the giving of such notice.
SECTION 5: Quorum for Meetings
A quorum shall consist of 25% of the voting Members, if any, and 25% of
the Board of
Directors of the Corporation.
Except as otherwise provided under the Articles of Incorporation, these
Bylaws, or provisions
of law, no business shall be considered by the Members at any meeting at
which the required
quorum is not present, and the only motion which the Chair shall
entertain at such Meeting
is a motion to adjourn.
SECTION 6: Majority Action as Membership Action
Every act or decision done or made by a majority of voting Members
present in person, or
by written proxy, at a duly-held Meeting at which a quorum is present is
the act of the
Members, unless the Articles of Incorporation, these Bylaws, or
provisions of law require
a greater number.
SECTION 7: Voting Rights
Each voting Member is entitled to one vote on each matter submitted to a
vote by the
Members. Voting at duly-held Meetings for all routine matters shall be
by voice vote.
Election of Directors and Officers, however, shall be by paper ballot by
those Members
attending that Meeting, and by absentee ballot by those unable to attend
that Meeting.
SECTION 8: Conduct of Meetings
The Corporation President shall preside over Meetings of Members. In his
or her absence,
succession shall be: the Vice-President, Treasurer, Secretary, or a
Chairperson chosen by
a majority of voting Members present. The Corporate Secretary shall act
as Secretary of all
Meetings of Members; in his or her absence, the presiding Officer shall
appoint a substitute.
Meetings shall be governed by Roberts Rules, as may be revised from time
to time, insofar as
such rules are not inconsistent with or in conflict with the Articles of
Incorporation, these
Bylaws, or with provisions of law.
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