We, the membership, hereby establish a non-profit association of Amateur Radio enthusiasts in order to share such interest with others, to further the development of our individual proficiency as radio operators, and to serve the community as an emergency communications network in times of natural disaster and public need, and do hereby constitute ourselves as THE PANAMA CANAL AMATEUR RADIO ASSOCIATION (in English) and ASOCIACION DE RADIO AFICIONANDOS DEL CANAL DE PANAMA (in Spanish)(hereafter referred to as the Association) and establish this constitution and by-laws as our guiding policy in all matters concerning the present and future activities of this Association.
Membership within the club shall be of two types: FULL and ASSOCIATE.
FULL MEMBERS shall enjoy all benefits and responsibilities of the Association and shall be granted voting privileges and shall be eligible to be nominated for and to be elected to any of the elected offices listed within these by-laws.
They will have operational privileges on all Association equipment (Special Assessments may be required for certain services) and will have operational privileges on equipment made available to the Association through Reciprocal Agreements with other amateur radio clubs and associations within the Republic of Panama.
National or foreign applicants desiring to become FULL members must meet the following requirements:
ASSOCIATE MEMBERS are those who do not hold a Republic of Panama Amateur Radio Operator's License.
ASSOCIATE members shall have the right to attend and participate in all meetings and social functions of the Association, but shall not be granted voting privileges and shall not be eligible for nomination or election to any offices listed in these by-laws. ASSOCIATE members may, however serve on committees and may accept various assignments made by the elected officers. ASSOCIATE members will also be able to attend any Association-sponsored classes at a special reduced member rate.
Applicants desiring to become Associate members must meet the following requirements:
The membership applications will be reviewed by the Board to assure that the requirements as indicated above have been met.
Notification of the applicants who have met the above listed requirements for either FULL or ASSOCIATE membership will be announced at the earliest possible regular meeting as proposed members, but no vote of acceptance will be taken.
Should any FULL member question the acceptability of any of the proposed applicants, he will have one week to submit such in writing to the Board through the Secretary. The Board will study the reasons presented and will attempt to resolve the matter prior to the next regular meeting. Should it be known that the applicant fails to meet any of the listed requirements, or for other reasons of non-acceptability, the application would be rejected and the applicant notified.
Should any FULL member question the acceptability of any of the proposed applicants, he will have one week to submit such in writing to the Board through the Secretary. The Board will study the reasons presented and will attempt to resolve the matter prior to the next regular meeting. Should it be shown that the applicant fails to meet any of the listed requirements, or for other reasons of non-acceptability, the applicant will be notified of his/her rejection by the President and fees paid will be returned.
If there are no objections all approved applicants will be welcomed as new members at the next meeting.
FULL or ASSOCIATE members may lose thier membership status for three reasons:
Dues for membership shall be payable as of January each year, and become delinquent as of the first meeting in April.
The Panama Canal Amateur Radio Association, by majority vote of the FULL membership present at a regular meeting (a quorum being present), may levy upon the general or selected membership such dues and assessments as shall be deemed necessary for carrying out the business of the Association. Non-payment of such dues and/or assessments shall be cause for dropping the delinquent person from the rolls, within the discretion of the membership.
Article Four: Elected Officers
Elections of the officers of the Association will normally be held during the regular December meeting each year. A one month postponement will be allowed should conditions warrant such a delay. Voting will be by secret ballot unless waived by the membership. The elected officers of the Association shall be:
The offices of the Secretary and Treasurer may be combined as one office of Secretary/Treasurer should the membership so desire at the time nominations are submitted.
The term of all offices will be one year or until filled by the newly elected official. Vacancies occurring between elections will be filled by special ballot at the first regular meeting (a quorum being present) following the announcement of the withdrawal or resignation.
The officers of the Board of Directors including the President shall not serve more than two (2) years in the same position.
Officers may be removed for due cause by a three-quarter vote of membership present at any meeting.
The Board of Directors shall consist of the President, First and Second Vice Presidents, the Secretary, the Treasurer, the Secretary, and the Fiscal, and two board members. A quorum shall consist of at least 3 board members.
Article Five: Duties of the Officers
The President shall preside over all meetings of the Association following the guidelines of the by-laws and pertinent rules of order. He or she shall sign all documents requiring the signature of the chief officer of the Association and shall otherwise perform all customary duties pertaining to the office of the President.
The First Vice President shall assume all duties of the President in his or her absence and shall assist the President in the duties of his or her office. It will be the duty of the First Vice President to assure that the meeting dates are announced, monthly programs are planned and that a proper meeting place is made available to the Association.
The Second Vice President shall assume the duties of the President in the absence of the President and the First Vice President. He or she will assist in setting up special programs or events for the Association and will assist the above two officers in their duties.
The Secretary shall keep records of the proceedings of all regular and special meetings, shall keep a current listing of all members to include their calls, phone numbers, and addresses and will verify at the beginning of each meeting that a quorum is present. The Secretary will have copies of this Constitution and bylaws at all meetings for referral. He or she shall be responsible for notification to the membership of all meetings and will prepare correspondence for signature of the President of the Board of Directors. He or she shall carry out all other customary duties of the office of Secretary. In his absence the First Board Director will assume the functions of Secretary. At the expiration of his or her terms all Association records, minutes, and other correspondence shall be turned over to the new Secretary.
The Treasurer will be responsible for establishing and maintaining an appropriate bank account for Association finances. The treasurer shall receive all monies due the Association, make disbursements for the Association's bills and deposit funds received to the Association's bank account. He or she shall keep accurate records of all monies deposited and withdrawn from the Association banking account. A Treasurer's report will be presented orally at each monthly meeting and a written statement of receipts and disbursements will be presented to the Association Secretary quarterly for inclusion in the permanent record. The Treasurer will be responsible for any documents necessary to maintain the Association's financial requirements. In his absence the Second Board Director will assume the duties of the Treasurer. All bank accounts will require two signatures for any disbursements.
The FISCAL's duties are:
The Board of Directors, under the direction of the President, shall provide guidance for the Association during the period between regularly scheduled meetings. Additionally, as mentioned above they will serve as assistants to the Secretary and Treasurer. It will be the duty of the Board to develop policy and to handle any emergency items requiring an immediate decision or ruling regarding operation of the Association. All fiscal decisions requiring approval of the membership will be deferred until the next regularly scheduled meeting, if at all possible.
Article Six: Meetings
At all regular and special meetings, 12 FULL members, including at least two officers, shall constitute a quorum for the transaction of all official business of the Association. At Board of Director's meetings, three officers shall constitute a quorum. The minutes of all Board meetings will be read at the next regular meeting of the Association.
Meetings will be held on a regular basis on the first Thursday of each month, whenever possible, at a place and time decided upon by the membership, or the Board in lieu of a meeting of the general membership. The President upon written request submitted by any five FULL members may call special meetings. All special meetings will have a specific agenda and only that business will be transacted. Notification will be made by phone or through the mails should time permit.
All meetings will be conducted in English or Spanish, and English will be the language used in all minutes, records and documents of the Association. Should translations of certain documents be required, copies in both languages will be kept in the permanent records of the Association.
Article Seven: Ammendments
This constitution and by-laws may be amended by a two-thirds vote of the Full members present at a regular scheduled meeting, a quorum being present. Such proposed amendments shall be submitted in writing to the membership at a regular scheduled meeting, and shall not be voted upon until the next regular scheduled meeting. The Secretary at the earliest opportunity will enter all changes of the constitution and by-laws on all official copies of this document under his or her care.
Article Eight: Rule of Order
Robert's Rules of Order shall govern all proceedings not specifically covered by the constitution and by-laws of the Panama Canal Amateur Radio Association. The universal parliamentary system will be used for all discussions. All procedures not contemplated by these bylaws will be subject to interpretation and decisions of the general membership. These bylaws will become effective upon ratification by the general membership of the Association.
Article Nine: Patrimony
The patrimony of the Association will be:
Should, at some date, 3/4 of the entire voting membership of the Panama Canal Amateur Radio Association decide to disband the Association, such dissolution will be subject to requirements of prior articles. All of the assets of the Association may either be donated to any other non-profit club or association, or may be dispersed and divided among the remaining FULL members in accordance with a decision of three-quarters of the membership with a full quorum during a special meeting