By-Laws of the Santa Clara Amateur Radio Association Adopted April 14th, 2008 Preamble: We, the Amateurs of Santa Clara County, wishing to secure for ourselves the pleasures and benefits of an association of persons commonly interested in Amateur Radio, constitute ourselves the Santa Clara County Amateur Radio Association (SCCARA or the Association) and enact these By-Laws as our governing law. It shall be our purpose to further the exchange of information and cooperation between members, to promote radio knowledge, fraternalism and individual operating efficiency, and to so conduct club programs and activities as to advance the general interest and welfare of Amateur Radio in the community. 1.0 Membership: 1.1. All persons interested in Amateur Radio communications shall be eligible for membership. Membership shall be by application under terms determined by the Board of Directors (BOD). 2.0 Officers: 2.1. The elected officers of this club shall be President, Vice-President, Secretary and Treasurer. 2.1.1. The elected Officers of this club shall be elected from members in good standing for a term of one year by majority ballot of the members present at the annual meeting. 2.1.2. Vacancies, except for the office of President or Junior Past President (most recent past president), occurring between elections may be filled by appointment by the President and concurrence of the majority of the BOD. 2.1.3. Vacancy of the office of President may be filled by majority vote of the BOD. 2.1.4. Elective Officers may be removed by a three-fourths vote of the membership. 2.2. The office of Station Trustee shall be appointed from members in good standing by the president with the majority approval of the BOD. 2.2.1 The Station Trustee must hold the highest level amateur radio license, i.e. Amateur Extra Class. 2.2.2 The Station Trustee shall seek the council of the BOD but will have final authority over compliance with laws and regulations governing station operation. 2.2.3 .The term of the Station Trustee shall be indefinite. 2.2.4. The Station Trustee may be removed by a three-fourths vote of the BOD. 2.3. Upon succession, the immediate past President shall be promoted to the office of Junior Past President. 2.3.1 .The term of the Junior Past President shall be one year, non-renewable. 2.3.2. The Junior Past President may be removed by a three-fourths vote of the BOD. 2.3.3. In instances where the current President is elected to a new term, the office of Junior Past President shall remain vacant. 2.4. Duties of Officers: All Officers are voting members of the Board of Directors. 2.4.1. The President shall preside at general and BOD meetings, and conduct them according to the rules adopted. He/she shall enforce due observance of these By- Laws; decide all questions of order; sign all official documents adopted by the club or its BOD, appoint committee chairpersons, appoint vacant officers or Directors, and perform all other duties pertaining to the office of President. At the end of their term he/she shall turn over everything in his/her possession belonging to the club to his/her successor and negotiate such banking documents as may be required to transfer signatory authority. 2.4.2 The Vice-President shall assume all the duties of the President in his/her absence. In addition, he/she shall organize club activities, plan and recommend contests for operating benefits, and advance club interest and activities as approved by the club. He/she shall maintain close liaison with the ARRL District Emergency Coordinator to further club participation in the Amateur Radio Emergency Service. 2.4.3. The Secretary shall keep a record of the proceedings of all meetings (except Special Event Meetings: see 5.3), keep a roll of members, accept membership applications, carry on all correspondence, read communications at each meeting, and mail correspondence to the membership as directed by the BOD. The Secretary shall assist members in commerce with affiliated organizations (see 7.2.). The Secretary shall maintain the current copy of these By-Laws of the club and have the same with him/her at every meeting. He/she shall note all amendments, changes and additions to the By-Laws and shall permit them to be consulted by members upon request. At the end of their term he/she shall turn over everything in his/her possession belonging to the club to his/her successor and negotiate such banking documents as may be required to transfer signatory authority. 2.4.4. The Treasurer shall receive and receipt for all monies paid to the club; keep an accurate account of all monies received and expended; pay bills authorized by the BOD. At the end of each quarter he/she shall submit an itemized statement of disbursements and receipts. At the end of their term he/she shall turn over everything in his/her possession belonging to the club to his/her successor and negotiate such banking documents as may be required to transfer signatory authority. 2.4.5. The Station Trustee is the custodian of the call sign (license) of the Club Station (currently W6UW and W6UU) and is the liaison between the Association and the Federal Communications Commission. He/she shall investigate and report to the BOD all cases of violation of legal and proper amateur practice involving the Club Station. He/she is in charge of the equipment and operation of the Club Station. 2.4.6. The Junior Past President shall advise the Officers and Directors in matters of business, protocol, and precedence and other functions as may be assigned or appointed by the President. 3.0 Directors: 3.1. The five Directors shall be elected in the same manner as the Officers. The term of a Director is two years. The Director positions should be filled in such a way that approximately half of the Director positions will be concluded in alternate years. 3.2. Duties of a Director: All Directors are voting members of the Board of Directors. 3.2.1. Each Director shall be a member of the Board of Directors (BOD). 3.2.2. Each Director shall seek the wisdom and council of the general membership. 3.2.3. Each Director shall perform other duties as may be assigned by the President. 3.3. Director vacancies occurring between elections may be filled by appointment of the President. 3.4. Directors may be removed by a three-fourths vote of the membership. 4.0 Board of Directors (BOD): 4.1. The Board of Directors shall consist of the officers, elected, promoted, and appointed, and five Directors. 4.2. Duties of BOD: 4.2.1. The BOD shall manage the affairs of the Association subject to the Articles of Incorporation and By-Laws. The BOD shall have authority over the affairs of the Association during and between its meetings. 4.2.2. The BOD may adopt rules governing its own procedures and meetings. 4.2.3. At the first meeting of any calendar year the BOD shall levy such dues or assessments as shall be deemed necessary for the business of the Association. 4.2.4. In the event of the mid term vacancy of the office of President, the BOD shall elect a new President by simple majority of the quorum. 4.3. Sixty percent of members of the BOD shall constitute a quorum. 5.0 Meetings: 5.1. General Meetings shall be held on regular basis as determined by the BOD. 5.1.1 Attendance shall be open to all members and the general public. 5.1.2. In the event that meeting agenda addresses formal business, such as elections, notice of intention to conduct formal business shall be declared. 5.1.3. The time, location, and declarations, if needed, shall be published no less than five (5) days before the meeting date. 5.1.4. The Officers and elapsing members of the BOD shall be nominated at the October General Meeting and elected at the November General Meeting. Members may cast their vote in absentia provided their signed proxy is in the possession of the Secretary by the November General Meeting. 5.2. Special Membership Meetings may be called by the President upon the written request of any five club members or resolution of the BOD. Notices shall be sent to members concerning special meetings and the business to be transacted declared. Only such business as declared shall be transacted. Such notices shall be sent so that they arrive not less than forty-eight (48) hours before the meeting. 5.3. Special Event Meetings may be declared by the President or majority vote of the BOD at any time. Such meetings are intended for the promotion and practice of Amateur Radio and not for the conduct of formal business. Formal business may not be transacted at such meetings. 5.4. Board of Directors (BOD) Meetings shall be held on regular basis as determined by the BOD. 5.4.1. Attendance shall be open to all members and guests invited by the President. 5.4.2. The time, location, and declarations, if needed, shall be published not less than five (5) days before the meeting date. 5.4.3. Issues shall be decided by a quorum of the membership of the BOD. 5.5. Special Board of Directors (BOD) Meetings may be called by the President or any three (3) members of the BOD at any time or place. 5.5.1. Notice of the business to be transacted shall be declared. Only such business as declared shall be transacted. The time, location, and declarations, shall be communicated by the President, Secretary, or their designate to the BOD as soon as reasonably possible. 5.5.1.1. Notice may be made in person, postal, e-mail, telephonic, or other electronic media. Where the first notice is unsuccessful, second and third attempts shall be made using other methods described above. 5.5.2. Attendance may be in person or by symbolic virtual attendance communicated by Amateur Radio or any real time or near real time electronic media. 5.5.2.1. The President, Secretary, or their designate shall be responsible for communicating issues and motions on the floor to virtual attendees. 5.5.3. Unless otherwise stated in these By-Laws, issues decided at Special Board of Directors Meetings shall be decided by the simple majority of all BOD members. 5.5.3. 1. BOD members not in attendance shall be deemed to have cast votes in opposition to all ballots except motions to table or adjourn. 5.5.3. 2. Motions to table or adjourn require only a simple majority of BOD in attendance 6.0 Dues: 6.1. Annual dues are payable by January 1st and considered delinquent by February 28th. 6.2. New members are prorated according to the following formulas: 6.2.1. For January: 100% annual rate. 6.2.2. For February through October: [(eleven minus the month number) x 10%]. {i.e. June = [(11-6) x 10%] = 50% annual rate} 6.2.3. November and December: 100% of succeeding year's annual rate (i.e. free when making advance payment for next year.) 6.3. Delinquent members are not eligible to cast ballots or access other member benefits. 7.0 Community Outreach 7.1. The President may appoint Public Relations and Technical Committees to provide assistance to the community in frequency observance, clean signals, uniform practice, absence of spurious radiation, and general furtherance of Amateur Radio. 7.2. Affiliations: 7.7.1. In furtherance of the objectives stated in the Preamble, it is the intention of SCCARA to be an affiliated club of the American Radio Relay League (ARRL). 7.7.2. SCCARA will encourage ARRL membership and participation by its members, to remain an affiliated club in good standing. However, ARRL membership will not be required as a condition of membership. 7.7.3. The Secretary shall assist all SCCARA members in obtaining the services made available by the ARRL. 7.7.4. SCCARA may also choose to affiliate with other organizations (such as the Red Cross) in furtherance of community service and the interests of the club. Such affiliations may be established or terminated by a majority vote of the BOD. 8.0 Amendments: 8.1. These By-Laws may be amended by a two-thirds vote of the members and proxies present at a General Meeting. Proposals for amendments shall be submitted in writing at a General Meeting and shall be voted on at the next following General Meeting, provided all members have been noticed by mail of the intent to amend the By-Laws at said meeting. Robert's Rules shall govern proceedings. 9.0 Resignation: 9.1. Any Officer or Director may resign their office by submitting a letter of resignation to the Secretary. 9.2. Implied Resignation: 9.2.1. Any Officer or Director that is delinquent in dues by April 2nd is deemed to have resigned their office. 9.2.2. Any Officer or Director that has more than two (2) consecutive unexcused BOD meeting absences or that has more than three (3) consecutive unexcused General meeting absences, with the concurrence of the majority of the BOD, is deemed to have resigned their office. 9.2.2.1 An absence is deemed excused if advanced notice of the absence is filed with the President, or Secretary, or any two Directors. 10.0 PARLIAMENTARY AUTHORITY: 10.1. The Rules of Order governing the Association in all cases except where contrary to these By-Laws, the Articles of Incorporation, or any Special Rules of Order adopted by the Association shall be those contained in the latest edition or printing of Robert's Rules of Order. Submitted to the BOD February 18, 2008. Ratified by the general membership Monday, April 14, 2008. SCCARA By-Laws 2008 draft revision 4/14/2008 E:\SCCARA\ByLaws\New_SCCARA_Bylaws rev 2-20-08.doc Last printed 2/18/2008 3:04:00 PM Fred Townsend Page 1 of 8