BY-LAWS OF THE PORTLAND AMATEUR WIRELESS ASSOCIATION
ARTICLE I - NAME
The Name of this organization is PORTLAND AMATEUR WIRELESS ASSOCIATION. a State of Maine Non-Profit Corporation. hereinafter known as the “Association”.
ARTICLE 2 - PURPOSE
The Purpose of the Association is to promote interest and participation in all aspects of the
hobby of Amateur Radio.
ARTICLE 3 - OFFICERS AND DIRECTORS
a. The Officers of the Association shall be a President, a Vice-President. a Secretary, a
Treasurer, a Chief Operator, and two Members at Large. The Officers will constitute the
Board of Directors.
(1) The President shall preside at all meetings and shall be the Officer primarily responsible
for the Association's welfare. The President shall appoint committees and individuals to
execute specific tasks that may from time to time be in the interest of the Association. Said
committees and individuals to serve at the pleasure of the President.
(2) The Vice-President shall act as President in the President's absence, and shall otherwise
assist the President in attaining the Association objectives.
(3) The Secretary shall record the minutes of all general and special meetings, and shall
promptly attend to all correspondence of the Association.
(4) The Treasurer shall faithfully record all financial transactions of the Association, collect
and disburse funds on behalf of the Association, and provide timely financial reports at general
and special meetings and at other times as may be required. The Treasurer shall also be
responsible for the filing of governmental forms and reports as may be required.
(5) The Chief Operator shall be in charge of the Association's radio equipment. The Chief
Operator shall also be in charge of the Association's official participation in operating
activities and operating-events.
(6) The Members at Large shall perform such tasks as mutually agreed upon by the Board.
b. Officers shall be elected for a term of two years beginning the 1st of January after elections.
c. Any senior member with full membership privileges of the Association and in good standing may be elected to office.
d. In the case of the resignation of an officer or the death of an officer, the officer shall be
replaced by a vote of the membership at the next General Meeting or a Special Meeting called by the president.
e. An officer may be removed from office in the following manner:
(1) An officer must be removed from office for cause
(2) An announcement of the proposed removal of an officer, including the reason for the proposed removal must be made at a General or Special Meeting 30 days prior to a vote of the membership for the removal of the officer.
(3) The officer will be removed at a General or Special Meeting by two-thirds vote of the members present, provided that proposed removal of the officer and the reason for their removal shall be distributed to the members-of-record at least 20 days in advance of the General or Special Meeting at which the proposed removal will be voted upon.
ARTICLE 4 - BOARD OF DIRECTORS MEETINGS
a. The Board of Directors shall meet on call of the President.
b. The President shall determine the agenda of Board of Directors meetings.
c. Four Directors shall constitute a quorum.
d. The Board of Directors may decide matters that it deems appropriate EXCEPT
(1) expenditures exceeding $100 in the aggregate.
(2) matters already decided by the membership within the past 12 months, or pending before the membership.
(3) the assessment of Dues or special assessments, which shall be reserved to the membership, on recommendation of the finance committee.
(4) changes in the Articles of Incorporation or BY-LAWS, which shall be reserved to the membership.
(5) other matters reserved to the membership by the By-laws.
e. Decisions of the Board of Directors shall be decided by majority vote of the Directors present.
ARTICLE 5 - MEMBERSHIP
a, Applications for membership shall be accompanied by a prorated payment of the duly assessed Annual Dues.
b, Any reference to "member" or "members" in these BYLAWS applies to members-in-good-standing.
c, There shall be five classes of membership:
1. Senior member, has full membership privileges, responsible for paying full annual dues, has one vote.
2. Junior member, 18 years and under, responsible for paying annual dues of one-half that of senior membership, has one vote.
3. A Family member is an additional family member who is a licensed amateur within an immediate household in which a senior member resides. Family member is responsible for paying dues of one-half that of a senior member, has senior membership in PAWA, with one vote and senior membership privileges.
4, Associate member, has no voting privileges and is responsible for paying annual dues of one-half that of a senior membership.
5. Special member, who, because of unusual circumstances, such as illness, cannot participate in club activities, but would like to receive the club newsletter, has no voting privileges. Special
membership shall be determined by a vote of the Board of Directors,
ARTICLE 6 - DUES
Annual Dues shall be assessed each year for the following year by majority vote of the members present at the annual December general meeting, with said assessed annual dues payable on January 1st of the following year.
ARTICLE 7 - GENERAL AND SPECIAL MEETINGS OF THE MEMBERSHIP
a. General Meeting time and dates of the Association shall be determined by a majority vote of the membership, except that General Meetings shall not be held during the months of July and August.
b. Special Meetings may be called by the President upon 5 days advance-notice to the members-of-record, said advance-notice to be satisfied if mailed by first-class mail at least 6 days prior to he date of the Special Meeting. The specific agenda of Special Meetings shall be stated in the advance-notice, and no other matters may be considered or voted upon that are not stated in the advance-notice agenda.
c. Ten members, including four Officers, shall constitute a quorum for the transaction of business at any General or Special Meeting.
ARTICLE 8 -VOTING PROCEDURES: GENERAL AND SPECIAL MEETINGS
a. Only members-in-good-standing shall have the power to vote on any matter. Any member, prior to a vote on any matter, may request that the Secretary identify those members present eligible to vote.
b. Members may, if absent, assign a limited or unlimited power of-attorney voting-proxy to another member, said proxy to be in writing and clearly specifying the matters for which the proxy may be voted. Proxies must be duly filed with the Secretary prior to any votes for which the proxies are valid.
c. Any postponed motion shall not be discussed or voted upon at the same meeting at which the postponement occurred.
ARTICLE 9 - MEETINGS PROCEDURES
a. The procedures for conducting all Association meetings shall be governed by the latest edition of Roberts' Rules of Order. The Secretary shall have a current copy of Roberts' Rules of Order available.
ARTICLE 10 - DISTRIBUTION OF BY-LAWS TO THE MEMBERSHIP
a. An updated version of these By-Laws shall be distributed to all members-of-record at or before the December General Meeting each year.
ARTICLE 11 - APPOINTMENT OF CORPORATION AGENT
a. The membership at a General Meeting shall appoint a Corporation Agent, said agent to serve in such a capacity at the pleasure of the Association or until the Corporation Agent's resignation is duly received by the Secretary.
ARTICLE 12 - AMENDMENTS TO THE BY-LAWS
a. These By-Laws may be amended at a General Meeting by two-thirds vote of the members present, provided that proposed Amendments shall be distributed to the members-of-record at least 20 days in advance of the General Meeting at which the proposed Amendments will be voted upon.
ARTICLE 13 - FINANCE COMMITTEE
The President shall appoint a Finance Committee which consists of three members, one being the Association Treasurer. The Finance Committee shall:
a. have the responsibility of establishing an annual budget of projected income and expenses to be submitted to the membership at the first general meeting of the year.
b. review any proposed expenditures exceeding $100 in the aggregate, and shall report at the next scheduled business meeting, whether the expenditure(s) are within the financial scope of the budget.
c. complete an audit of the Association’s books for the year by the two members of the Finance Committee in cooperation with the Association Treasurer in the month of December and a report shall be released to the Members of Record at the January meeting of the Association.
ARTICLE 14 – ASSOCIATION DISSOLUTION
a. In the event that the Board of Directors recommends that the Association should be dissolved, the motion for dissolution must receive a two-thirds vote of the members present at a General Meeting or a Special Meeting called by the President provided that the Board of Directors recommendation has been distributed to the members-of-record at least 20 days in advance of the General or Special Meeting at which the motion for dissolution will be voted upon.
b. Disposition of Assets
(1) The Board of Directors shall handle the disbursement of all assets of the association.
(2) All physical assets will be sold.
(3) After all remaining debts are settled, all remaining financial assets will be donated to a non-profit organization.
Revised January 3, 2013