BY-LAWS OF
THE ROYAL GORGE AMATEUR
RADIO CLUB
A Non-Profit Corporation
The Corporation (hereafter referred to as the “Club”) is organized for the purposes set forth in the Articles of Incorporation, Article III, which are:
To promote amateur radio operating efficiency and Knowledge,
to encourage fraternalism, the exchange Of information and cooperation among
persons Interested in amateur radio, to advance the interest of The general
community in amateur radio and to pursue Such other related educational and
charitable purposes As are permitted in Section 501 © (3) of the Internal Revenue
Code of 1954, as amended.
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE III
Dues
Section 1. Annual Dues. The dues structure shall be:
(a) The annual dues shall be determined by a vote of the Club membership.
(b) Each person from whom dues are received shall be deemed a general member.
Section 2. Payment of dues. Dues shall be payable in advance of the first Day of January of each fiscal year. New members joining the Club for the first time would pay full dues for the current year if they join anytime during the months of January through September. However, if they join in the last quarter, they would pay a full annual dues payment, but they would be Paid up through the end of the following year.
Section 3. Default and Termination of Membership. When any member Shall be in default in the payment of dues for a period of 3 Months from the beginning of the fiscal year, his or her Membership may be terminated by the Board of Directors.
ARTICLE IV
Membership
The membership of the Club shall consist of one class of general members, as provided in the Articles of Incorporation, Article VI.
ARTICLE V
Meetings
Section 1. Annual Meetings. There shall be an annual membership meeting On the first Wednesday of December in each year for election of officers and members to the Board of Directors and for receiving annual reports of officers, the Board of Directors, and Committees, and the transaction of other general business of the Club as may be brought before the membership. If the day designated falls upon a legal holiday, the meeting shall be held on the next succeeding secular day not a holiday.
Section 2. Regular Meetings. Regular meetings of the general membership shall be held the first Wednesday of each month at 7:30 P.M. at the East Canon Town Hall, 321 Cottonwood, or such place as the President shall announce at the next previous regular meeting, or over the club net the Wednesday preceding the date of the regular meeting. If the day designated falls upon a legal holiday, the meeting shall be held on the next succeeding secular day not a holiday.
Section 3. Special Meetings. Special meetings of the general membership May be called by the President or the Board of Directors. The President shall be required to call a special meeting if requested To do so in writing by five members of the Club. Notice of Any special meeting is to be given by any practical means at least 6 days before the appointed date of the meeting. Notices shall set forth the place, date and time of the meeting.
Section 4. Waiver. Notwithstanding the provisions of the foregoing Sections of this Article, a meeting of the members of the Club May be held at any time and at any place for the purpose of Transacting business of the Club if notice is waived in writing By every member in good standing.
Section 5. Quorum. The presence in person or by proxy of eight of the Members of the Club entitled to vote shall be necessary to Constitute a quorum for the transaction of the business of the Club at any meeting.
Section 6. Voting. Every member of the Club shall be entitled to vote at any meeting thereof. Members shall also be entitled, in the Alternative, to vote by proxy. The proxy shall be in writing And revocable at the discretion on the member executing it.
Section 7. Conduct of Meetings. All meetings of the Club shall be conducted under the ROBERTS RULES OF ORDER.
ARTICLE VI
Board of Directors
Section 1. Duties and Makeup. All of the activities, business affairs and Functions of the Corporation shall be managed and conducted By the Board of Directors which shall consist of the President, Vice-President, Secretary-Treasurer, immediate past President And two other members of the club. (If the immediate past President is unable to serve on the Board for any reason, a Third non-officer member of the Club shall so serve.)
Section 2. Election of the Directors and Term. The two (or three, if Necessary) non-officer directors shall be elected by the Membership at the annual meeting and shall serve a term Of office of one year or until their respective successors are Duly elected. In the event of a resignation of any officer or Director or in the event of any other cause of vacancy, the Remaining directors shall fill such vacancy by a majority vote.
Section 3. Meetings of the Board. The Board of Directors shall meet on the Same date as the annual meeting of the Club and such other Times as the President shall deem necessary. If the President Wishes to call a special meeting of the Board of Directors, he Shall do so by issuing notice not less than five days prior to the date of the proposed meeting.
Section 4. Waiver. Notwithstanding the provisions of the foregoing Sections of this Article, a meeting of the members of the Board of Directors may be held at any time and at any place For the purpose of transacting business of the Club if notice is Waived in writing by every member of the Board of Directors, Or if every member of the Board of Directors subscribes to the Minutes of any meeting.
Section 5. Quorum. A quorum of the Board of Directors shall consist of not Less than four members of the Board. If a quorum is not present at any meeting of the Board, those present may adjourn the meeting to a later day.
Section 6. Removal of Directors. Any member of the Board of Directors May be removed by the membership at any time by a vote of Two thirds of the members present at a special meeting called For that purpose.
Section 7. Re-election of Board Members. Nothing in these by-laws shall Prevent or restrict a member of the Board of Directors from Being re-elected to a consecutive term.
ARTICLE VII
Officers
Section 1. Number. The officers of the Club shall consist of a President, A Vice-President, and a Secretary-Treasurer.
Section 2. Method
of Election. The officers of the
Club shall be elected by ballot of the membership conducted at the annual
meeting.
If, however, there is only one nominee for any office, it shall be In order to
move that the Secretary cast the elective ballot of the Club for the nominee.
Section 3. Term of Office. Officers shall assume their official duties immediately following the annual meeting of their election and shall serve for a term of one year or until their respective Successors are duly elected.
Section 4. Duties of Officers. The duties and powers of the officers of the Club shall be as follows:
a) President. The President shall preside at meetings of the Corporation and the Board of Directors and shall be an Ex-officio member of any committee appointed by the Board of Directors. The President shall also, as he deems Proper, communicate to the membership of the Club and the Board of Directors on matters pertaining to the business of the Club.
b) Vice-President. In the case of the absence of the President A vacancy in the office of the President, the Vice-President Shall perform the duties of the President.
c) Secretary-Treasurer. It shall be the duty of the Secretary- Treasurer to give notice of and attend all meetings of the Club, keep a record of all business conducted at meetings, conduct all correspondence, carry into execution all orders, votes and resolutions of the Club, keep a list of members of the Club, collect fees, dues and subscriptions notify the officers and members of the Club of their election, give notice of meetings, prepare an annual report of the activities of the Club, deposit the funds of the Club in a bank or banks as approved by the Board of Directors, and keep complete records of all funds received and expended by the Club.
(1) With the approval of members or the Board of Directors, all expenditures up to $100.00 will be paid by the Secretary-Treasurer.
Section 5. Re-election of Officers. Nothing in theses by-laws shall be Interpreted as restricting an officer from being re-elected To consecutive terms in office.
ARTICLE VIII
Committees
Section 1. Power of Appointment. The President or the Board of Directors May appoint such committees to assist them in the conduct of The Club as they deem necessary.
Section 2. Term of Committees. Any committee so appointed by the President or the Board of Directors shall continue in existence until terminated by the President or by majority vote of The Board of Directors.
SECTION 3. Audit Committee. An audit committee will be appointed By the President or Board of Directors to audit the financial records of the club prior to the annual meeting And report to the membership at the annual meeting.
SECTION 4. SIGNING OF THE CHECKS. The Board of Directors Shall designate persons to sign checks with each check requiring two (2) signatures.
ARTICLE IX
Dissolution of the Club
In the event of dissolution of the club, all assets will be donated to local designated non-profit organizations as chosen by the registered agent.
ARTICLE X
Amendments
These by-laws may be amended only by a majority vote of the members present at an annual meeting, a regular meeting, or a special meeting of the Club. Any proposed amendment is required to have been printed and distributed to the membership at least five days in advance of the meeting during which the proposed amendment will be considered.
ADOPTED: February 4, 2004