Central Kentucky Amateur Radio Society

BY-LAWS

of

CENTRAL KENTUCKY AMATEUR RADIO SOCIETY, INC.

PREAMBLE

Having a desire to establish, for the benefit of ourselves and of our community, an organization of persons dedicated to amateur radio and mutual fellowship between persons so dedicated, we do hereby constitute ourselves the Central Kentucky Amateur Radio Society (and referred to herein as the Society) and enact these By-Laws as our primary governing document. Any rule, regulation or other requirement published or promulgated by this organization shall be null and void to the extent that it shall conflict with these By-Laws of the Society.  If any part or section of this document is in violation of any law or FCC regulation, that part or section shall be null and void but all other parts and sections shall continue in force.

ARTICLE I - OFFICES

SECTION 1. REGISTERED OFFICE. - The registered office shall be established and maintained at 144 Allen Douglas,  Richmond, KY 40475, in Madison County in the Commonwealth of Kentucky.

 SECTION 2. OTHER OFFICES. - The society may have other offices, either within or without the Commonwealth of Kentucky, at such place or places as the Board of Directors may from time to time appoint or the business of the society may require.

ARTICLE II - MEETING OF MEMBERS

 SECTION 1. ANNUAL MEETINGS. - Annual meetings for the election of officers, directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the Commonwealth of Kentucky, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of members shall be held at the normal meeting location of the society in Kentucky on the third Thursday of December at 7:00 PM.

 If the date of the annual meeting shall fall on a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the members entitled to vote shall elect officers.

SECTION 2.  OTHER MEETINGS. - Meetings of members for any purpose other than the election of officers / directors may be held at such time and place, within or without the Commonwealth of Kentucky, as shall be stated in the notice of the meeting.

SECTION 3. RULES OF ORDER. - Unless otherwise specified by the By-Laws of the Society, the rules of parliamentary procedures as given by Robert’s Rules of Order, Revised, shall govern all Society meetings and other proceedings,

SECTION 4. VOTING. - Each member entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person with a date of one year from its date.  Upon the demand of any member, the vote for directors and upon any question before the meeting shall be by ballot.  All elections for officers shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the Commonwealth of Kentucky.

SECTION 5. MEMBERSHIP LIST. - The officer who has charge of the membership list of the society shall, prior to the Annual Meeting, prepare a complete alphabetically addressed list of the members entitled to vote at the ensuing election, with the number of shares held by each.  Said list shall be open to the examination of any member, for any purpose germane to the meeting. The list shall be available for inspection at the meeting.

SECTION 6.  QUORUM. - Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, those members present entitled to vote, in person, shall constitute a quorum.

SECTION 7.  SPECIAL MEETINGS. - Special meetings of the members, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Treasurer / Secretary at the request in writing of a majority of the directors or members entitled to vote.  Such request shall state the purpose of the proposed meeting.

SECTION 8.   NOTICE OF MEETINGS. - Verbal notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given at the monthly meetings and announced on the local amateur radio nets, not less then three nor more than fifty days before the date of the meeting.

SECTION 9.   BUSINESS TRANSACTED. - No business other than that stated in the notice shall be transacted at any meeting without the two-thirds consent of all the members entitled to vote thereat.

SECTION 10.   ACTION WITHOUT MEETING. - Except as otherwise provided by the Certificate of Incorporation, whenever the vote of members at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of members may be dispensed with, if all the members who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. 

Although this is the case, perhaps it is best that, if an Executive Session is used to enact something that normally requires a vote, the issue be considered valid only until the next meeting at which a vote under the bylaws guidelines is required to make it permanent.

ARTICLE III - DIRECTORS / OFFICERS

SECTION 1.    NUMBER AND TERM. - Each officer elected by the membership will also serve as a director of the corporation.  The number of directors may not be less than three.

SECTION 2.  OFFICERS. - The officers of the society shall consist of a President, a Vice President, and a Treasurer/Secretary, and shall be elected by the Membership and shall hold office until their successors are elected and qualified.  The officers shall be elected at each annual meeting.  No two offices may be held by the same person.

SECTION 3.   OTHER OFFICERS AND AGENTS.- The Board of Directors may appoint such committees as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 4.  PRESIDENT. - The President shall be the chief executive officer of the society and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall preside at all meetings of the members if present thereat, He or she shall execute bonds, mortgages, and other contracts in behalf of the society, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Treasurer/Secretary. The President will serve as Chairman of the Board of Directors.

SECTION 5.  VICE-PRESIDENT. - The Vice President shall secure the meeting place, initiate notification of meetings on the local amateur radio nets, and have such powers and shall perform such duties as shall be assigned to him of her by the Directors. He or she will assume the duties of the President in his or her absence or inability to serve.

SECTION 6. TREASURER / SECRETARY. - The Treasurer / Secretary shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the society.  He shall deposit all moneys and other valuables in the name and to the credit of the society in such depositories as may be designated by the Board of Directors.

He or she shall disburse the funds of the society as may be ordered by the Board of Directors.  He or she shall render to the Board of Directors or upon request of the membership an account of all his or her transactions as Treasurer and of the financial condition of the society.

He or she shall record all the proceedings of the meetings of the society and of directors in a book to be kept for that purpose.

 He or she shall maintain a current and accurate list of the present members of the Society and make the list available to any member that requests said list.  Members may, at the discretion of the Treasurer/Secretary incur a charge for copies of the list, if copies are requested more than once during any calendar year.

SECTION 7.   RESIGNATIONS. - Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 8.  VACANCIES. - If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 9.   REMOVAL. - Any director or directors may be removed either for or without cause at any time by the affirmative vote of the members entitled to vote, at a special meeting of the membership called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the members entitled to vote.

SECTION 10. INCREASE OF NUMBER. - The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the members, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 11.  COMPENSATION. - Directors shall not receive any stated salary for their services as directors or as members of committees.

SECTION 12.  ACTION WITHOUT MEETING. - Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior of such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV - MEMBERSHIP

SECTION 1. MEMBERSHIP - Membership is open to all individuals without limit in number, respect to age, sex, religion or ethnic background.  However for those under age 18, parental consent is required.  Full Membership is granted upon acceptance of an application and payment of the established membership fee.

SECTION 2. HONORARY MEMBERSHIP may be conferred by a two thirds majority of those entitled to vote.  Honorary Membership has all privileges as Full Membership except the privilege of voting.

SECTION 3. CHANGES IN MEMBERSHIP LEVELS AND FEES.  -  The officers may from time to time recommend a change in membership structure or membership fees. Approval of changes in membership structure and/or voting privileges require a simple majority to be adopted.

SECTION 4.  REMOVAL. - Any member may be removed either for or without cause at any time by the affirmative vote of the entitled to vote, at a special meeting of the members.

ARTICLE V - AMENDMENTS

These By-Laws may be altered and repealed and By-Laws may be made at any annual meeting of the members or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the members entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the members, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.  Copies of any proposed amendments must be made available to the membership no less than 30 days nor more than 60 days prior to the vote. 

Proposed amendments, if defeated, may not be reintroduced for a period of one year from the date of its prior defeat.

(Accepted 8/21/2003 by membership)