Bylaws of the
Lowell Amateur Radio Club, Inc.
September 12, 2000
Forward: The difference between
Articles of Incorporation and Bylaws deserves a short discussion. Bylaws are
inherently designed to “govern membership and regulate activities”.
By conventional definitions, they are procedurally based, as opposed to policy
based. Policy based provisions of a corporate charter are stipulated in the
Articles of Incorporation, not in the bylaws. Michigan and the Federal governments
require “Articles of Incorporation” for incorporation and tax
exempt status filings. Yet, to operate procedurally in some measure of scope,
we require bylaws, which in turn would not need to be used as “clutter”
in the Articles sent to the two governmental agencies.
Section 1. Amendments to the
Bylaws. These bylaws may be amended in the same manner as the Articles of
Section 2. Governmental and
Member Filings. The Treasurer shall be responsible for any governmental filings
of forms. This includes the annual tax return (Form 990 or 990EZ) and donor
statements as required by 5012c3 provisions. The Treasurer will need help
to do this. He/she will appoint other members to assist, those who come forward
with the offers for assistance.
Section 3. All Officers’
Positions. All officers will identify backup members for purposes of “filling
in” when any particular officer is absent at meetings for procedural
and reporting purposes. This means that, for example, if the Treasurer is
absent, he/she shall designate an alternate for the writing of checks and
the procedure for doing so. As well, reporting at regular meetings may necessarily
be done by the alternate.
Section 4. Additional Officers’
Duties. The Treasurer shall maintain all monies in non-risky investments,
including bank demand deposit and savings accounts and CDs and equivalents.
Articles of Incorporation for
Lowell Amateur Radio Club, Inc.
June 12, 2000, revised September 10, 2000
Article I. Name
The name of the corporation is: Lowell Amateur Radio Club, Inc.
Article II. Purpose of Organization Article III. Organization Basis
The purpose or purposes for which the corporation is organized
are: To provide amateur radio repeater services and related education and place
into service these for use by licensed amateur radio operators. Such operations
will include public services for the American Red Cross, law enforcement agencies
and National Weather Service. See Article VI, o below for further qualification.
- 1. The corporation is organized upon a nonstock basis.
- 2. Not Applicable.
- 3. a. Value of real property: None
- b. Description and value
of its personal property assets are: Radio transceivers and
controller and related antennas, towers and associated equipment ($50,000.00).
- c. The corporation is to
be financed under the following general plan: Donations,
member dues, grants, fund raiser events, training fees and item sales.
- d. The corporation is organized
on a membership basis.
Article IV. Registration
- The address of the registered office is:
- Not Applicable
- The name of the resident agent at the registered office is:
Article V. Incorporators
The names and addresses of the incorporators are as follows:
Kenneth D. Paulson, 915 Masonic St., Belding, MI 48809
Matt S. Kidder, 407 Rice St., Ionia, MI 48846
Jack C. Amelar, 1554 Lincoln Lake Ave. N., Lowell, MI 49331-9711
Jim E. Jaworowicz, 1365 Alden Nash Ave. N., Lowell, MI 49331-9763
Article VI. Activities and Events
Activities and events shall be governed through bylaws to not
preclude IRS Sec. 501c(3) status, tax exempt qualification.
Page 2, Articles of Incorporation, Lowell Amateur Radio Club,
Article VI, continued
( a.-n. below are predecessor organizationís Constitution [Lowell
Amateur Radio Club, March 12, 1994 as amended September 13, 1998]):
- a. Membership: All persons interested in amateur radio
communication shall be eligible for membership.
- b. Full Membership: Any person who possesses any currently
valid class of amateur radio operatorís license
shall be eligible for full membership. This requirement shall be waived in
the case of new members elected during the last quarter of the calendar year.
- c. Associate Membership: Any person of any age who
does not possess a currently valid amateur
radio license may apply for Associate Membership in the club providing he/she
has met with the attendance requirements
outlined in b. above.
- d. Officers: The officers/Board of Directors of the
Lowell Amateur Radio Club, Inc. shall be:
President, Vice-President, Secretary, Treasurer, Technical Advisor, Public
Service Coordinator.e. Election Terms: The officers
of the Lowell Amateur Radio Club, Inc. shall be elected for a one
(1) year term by ballot of the members present at the annual meeting.
At least a quorum of members
shall be present. Term begins first of month following the meeting.
- f. Succession of Officers: In the event that an office
other than the office of President shall become
vacant, the Board of Directors shall select a member to fill the vacancy for
the remainder of the existing term.
In the event the office of President shall become vacant and the vice-president
is unable to serve or the office of
vice-president is also vacant, the order of succession to the office
of President shall be first to the Treasurer, then to
the Secretary, then to the Technical Advisor, then to the
Public Service Coordinator. If all offices are
vacant, a special election must be held to fill them under the
guidelines set forth by Michigan Law, Act 162 of 1982 as amended.
- g. Removal from Office: An officer may be removed from
office by a two-thirds vote of the
membership present at a recall election. Such election must be called
upon presentation at any regular
meeting of a petition containing the signatures of at least ten (10) full
members. The election shall
be held at the next regular meeting.
Page 3, Articles of Incorporation, Lowell Amateur Radio Club,
Article VI.h., continued
- h. Duties of Officers: The President shall preside at all
meetings of this club, and conduct them according to the rules adopted.
He/she shall enforce due observance of these articles; decide all questions
of order; sign all official documents adopted by the club, and perform all
other duties pertaining to the office of President.
- The Vice-President shall assume all the duties of the
President in his/her absence. In addition, he/she shall be responsible
for meeting agendas, organize club activities, plan and recommend contests
for operating benefits, and advance club interest and activity as approved
by the club.
- The Secretary shall keep a record of the proceedings
of all meetings, keep a roll of members, submit membership applications, carry
on all correspondence, read communications at each meeting, and mail written
meeting notices to each member. At the expiration of his/her term, he/she
shall turn over all items belonging to the club to his/her successor.
- The Treasurer shall receive and receipt for all monies
paid to the club; keep an accurate account of all monies received and expended;
pay no bills without proper authorization (by the club or its officers constituting
a business committee). At the expiration of his/her term, he/she shall
turn over all items belonging to the club to his/her successor.
- The Technical Advisor shall make decisions on technical
matters, equipment maintenance, advise members with technical problems.
- The Public Service Coordinator shall maintain close
liaison with local and regional emergency (agencies and personnel).
- i. Meetings: The annual meeting shall be held on the
weekend following Labor Day of September each year. The
club shall provide for regular and special meetings. A
quorum shall consist of a majority of officers present at any regular or special
Page 4, Articles of Incorporation, Lowell Amateur Radio Club,
Article VI, continued
- j. Dues: The majority of members shall set a definite
sum as DUES and a definite collection procedure.
- As a member of the Lowell Amateur Radio Club your dues
are due and payable at the first club meeting of the New Year.
- For new members, the following chart shows the dues
reguired at time of membership.
- k. Amendments to these Articles: These Articles can
be amended by a two-thirds majority of the members. Proposals for amendments
shall be written and submitted at a regular meeting, and may not be voted
upon until the following regular meeting. All members shall receive
a written notice of amendments to these Articles at least 10 days prior to
the meeting. Provisions shall be made for absentee ballots. Voting
by proxy will not be permitted.
- l. Vote: All full members are allowed
the privilege of voting. Associate members shall be allowed voice, but
no voting privilege.
- m. The club, through designated Interference, Public
Relations, and Operating Committees will provide technical advice to members
concerning equipment design and operation to assist in frequency observance,
clean signals, uniform practice, and absence of spurious radiations from club
member stations. The club shall also maintain a program to foster and
guide public relations.
- n. Liability: The Lowell Amateur Radio Club, Inc. (LARC)
does hereby indemnify any person who is named as a party or is threatened
to be made a party to any action, except as action by or in the right of the
LARC, by reason of the fact that the person is an officer, appointee, or agent
of the LARC provided that the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the LARC or its members, and with respect to any criminal action or proceeding,
that the person had no reasonable cause to believe that the conduct was unlawful.
- Any officer of the LARC, by virtue of the fact such
person is a volunteer, shall not be personally liable to the LARC or its members
for monetary damages for a breach of the personís fiduciary duty. However,
this provision shall not eliminate or limit the liability of such person for
any of the following:
- A breach of the officerís duty of loyalty to the LARC or its
- Acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law.
- A violation of section 551(1) of Act No. 162 of the Public
Acts of 1982, being section 450.255(1) of the Michigan Compiled Laws.
- A transaction from which the officer derived an improper
- An act or omission occurring before the date of final adoption
of these Articles.
- An act or omission that is grossly negligent.
Page 5, Articles of Incorporation, Lowell Amateur Radio Club,
Article VI, continued
(The following inclusions comply with IRS Sec 501c(3) requirements)
- o. The Lowell Amateur Radio Club, Inc. further, is
organized exclusively for scientific, educational and public-service, communications-related
purposes, including, for such purposes, the making of distributions to organizations
that qualify as exempt organizations under section 501c(3) of the Internal
Revenue Code, or the corresponding section of any future federal tax code.
- p. No part of the net earnings of the corporation shall
inure to the benefit of, or be distributable to its members, trustees, officers,
or other private persons, except that the corporation shall be authorized
and empowered to pay reasonable compensation for services rendered and to
make payments and distributions in furtherance of the purposes set forth in
Article VI, o, hereof. No substantial part of the activities of the
corporation shall be the carrying on of propaganda, or otherwise attempting
to influence legislation, and the corporation shall not participate in, or
intervene in (including the publishing or distribution of statements) any
political campaign on behalf of or in opposition to any candidate for public
office. Notwithstanding any other provision of these articles, the corporation
shall not carry on any other activities not permitted to be carried on (a)
by a corporation exempt from federal income tax under section 501c(3) of the
Internal Revenue Code, or the corresponding section of any future federal
tax code, or (b) by a corporation, contributions to which are deductible under
section 170c(2) of the Internal Revenue Code, or the corresponding section
of any future federal tax code.
- q. Upon the dissolution of the corporation, assets
shall be distributed for one or more exempt purposes within the meaning of
section 501c(3) of the Internal Revenue Code, or the corresponding section
of any future federal tax code, or shall be distributed to the federal government,
or to a state or local government, for a public purpose. Any such assets
not so disposed of shall be disposed of by a Court of Competent Jurisdiction
of the county in which the principal office of the corporation is then located,
exclusively for such purposes or to such organization or organizations, as
said Court shall determine, which are organized and operated exclusively for
In witness whereof, we have hereunto subscribed our names this
10th day of September, 2000.
Kenneth D. Paulson ____________________________________
Matt S. Kidder _________________________________________
Jack C. Amelar _________________________________________
Jim E. Jaworowicz ______________________________________