CONSTITUTION and BYLAWS of The
XENIA WEATHER AMATEUR RADIO NET (XWARN)
October 1, 1997
(Revised November 11, 2002)
ARTICLE I - NAME
The name of this organization shall be the Xenia Weather Amateur Radio Net (XWARN).
ARTICLE II - PURPOSE
Section 1. To provide to the City of Xenia and Greene County a network of trained radio amateurs to assist in emergency communications.
Section 2. To further the exchange of information and cooperation between members, to promote increased technical knowledge, good operating practices, fraternalism among members and other area amateurs and clubs, to encourage participation in community service activities prompted by this and other area clubs, and to so conduct club programs and activities as to advance the general interest and welfare of amateur radio in the community.
ARTICLE III - MEMBERS
Section 1. Membership shall be open to all interested persons, and shall not be denied to anyone based upon race, creed, sex, or religion.
Section 2. Membership, except as otherwise provided in these bylaws, shall require the payment of annual dues, pro-rated semi-annually and renewable at the Annual meeting,. Membership is established when the member has received a copy of these bylaws and agrees to be bound by them.
Section 3. The amount of fee for dues shall be established at the annual meeting by the officers and approved by a majority vote of the members present.
Section 4. The fee of membership shall grant rights of membership to an individual, and to each and every licensed member of the same family living in the same dwelling. Licensed dependent family members who are living away at school may also be included as household members.
Section 5. Any member who has been a "household" member who makes a permanent change of residence away from the original household shall be considered an independent member and shall be required to pay the regular fee to remain a member of XWARN.
Section 6. Lifetime Member status shall be granted to selected individuals, conferring full membership with voting privileges without payment of fees or license requirements. Lifetime membership is established for the founders of XWARN, and any such additional individuals as may be recommended by the officers and approved by the members by a two-thirds majority written vote.
Section 7. Honorary Member status shall be granted to selected individuals, conferring membership without payment of fees, for the purpose of communicating with and participating in club activities. Honorary members may not hold office and may not vote in any election. Honorary members shall not be counted in any determination of quorum. Honorary membership is established for any such persons as may be recommended by the officers and approved by the members by a simple majority voice vote.
Section 8. Membership may end for one or more of the following reasons:
(A). The death, resignation, or voluntary departure of the Member.
(B). The failure of a Member to renew his/her membership dues within a grace period of 60 days following the annual meeting.
(C). The determination by the Executive Council that the Member has failed to conduct himself/herself in a manner consistent with these bylaws, good amateur radio practices, or honorable general decorum. Such a determination shall be submitted to the membership for vote as provided in Article VIII.
ARTICLE IV - OFFICERS
Section 1. The officers of this organization shall be a President, Vice-president, Secretary, and Treasurer.
Section 2. The officers shall perform the usual duties pertaining to their respective office.
Section 3. To qualify for nomination and to hold any office, a potential candidate must have been a member of XWARN for at least one full year, must be a current member, and must hold a current amateur license of Technician class or higher.
Section 4. A nominating committee shall prepare a slate of candidates for offices. Nominations from the floor may be made at the meeting preceding the Annual meeting. Following said meeting, nominations will be closed. The complete slate shall be distributed to the membership in such time and manner as to ensure all members may consider and cast their votes. This shall include, but may not be limited to, publication in the Newsletter.
Section 5. Officers shall be elected by a plurality of all votes cast at the Annual Meeting.
Section 6. Officers shall serve for a term of one year, commencing upon adjournment of the election meeting, and continuing until election of their successors.
ARTICLE V - COMMITTEES
Section 1. The following standing committees shall be established:
(a) Technical (b) Membership (c) Property (d) Newsletter
Section 2. Ad-hoc committees may be established to conduct any special business as may be required.
Section 3. Committee chairmen shall be appointed by the President. Additional committee members as may be required shall be appointed by the respective chairman, with the concurrence of the President.
Section 4. Except where otherwise provided in these bylaws, the term of each chairman and committee member shall coincide with the term of the appointing member.
ARTICLE VI - REPEATER TRUSTEE
Section 1. Following each election of officers, the president shall appoint or re-appoint a repeater trustee.
Section 2. The trustee must be a member of XWARN and must hold an amateur operator's license of Technician class or higher.
Section 3. The trustee shall be responsible for administrative matters relating to the repeater(s), including but not limited to ensuring coordination with the Ohio Area Repeater Council.
Section 4. The trustee shall select at least two assistants. Assistants must be members of XWARN, and must be technically qualified as determined and approved by the executive council.
Section 5. The trustee and his assistants shall comprise a technical committee who shall together maintain technical oversight of repeater operations.
ARTICLE VII - EXECUTIVE COUNCIL
Section 1. The Executive Council shall consist of the elected officers and the chairmen of committees.
Section 2. The duties and function of this council shall be to attend to any routine matters which may require attention between regular meetings, and any other matters as specified in these bylaws..
Section 3. The Executive Council may meet as needed to plan or attend to said routine matters. Any non-routine business requiring membership approval shall be presented at the next regular meeting.
Section 4. The members of this council may enlist any additional members which they may see fit to appoint. The term of such appointment shall coincide with the term of the appointing member.
ARTICLE VIII - REMOVALS
Section 1. Any officer, committee chairman, committee member, or appointee, may be removed from that office or position at any time by a two-thirds majority vote of a quorum as defined in section 4 of this article.
Section 2. Membership of any member may be terminated by recommendation of the executive committee as provided in Article III-8,c and upon approval by a two-thirds majority vote of a quorum as defined in section 4 of this article.
Section 3. Any proposed action for removal shall require written notification to the member, followed by notification to the full registered membership after a timely delay to allow the member to respond. All notifications shall include the reasons for the action. Appeals may be submitted to the Secretary in writing, and any such writings shall be included in the notification to the membership.
Section 4. Action for removal shall be voted at a meeting following notification, shall require a quorum consisting of fifty percent of the members eligible to vote, shall be by written ballot, and shall require a two-thirds majority of all votes returned.
Section 5. Anyone removed from membership by this process may claim to be reimbursed an amount not to exceed his/her membership fee paid for the current year.
ARTICLE IX - MEETINGS
Section 1. Regular meetings shall be held on the second Monday of each month, at 7:30 P.M., at such location as the members may agree upon.
Section 2. The regular meeting in November shall be known as the ANNUAL MEETING and shall be for the purpose of electing officers, receiving annual reports, and conducting any other business that may arise.
Section 3. Except as specified elsewhere in these bylaws, meetings shall have the following quorum requirements:
(a) Any meeting in which vote by written ballot is to be taken shall require a quorum of no less than one fifth of the total of members eligible to vote.
(b) Any meeting in which issues are voted by other than written ballot shall require a quorum of no less than one tenth of the total of members eligible to vote.
(c) Planning, discussion and debate may be conducted in the absence of a quorum, but no vote may be taken.
(d) Every regular meeting shall require the presence of at least one officer. Any meeting at which there are no officers present shall be considered canceled without further action.
ARTICLE X - NEWSLETTER
Section 1. XWARN shall publish a monthly newsletter.
Section 2. The newsletter shall be the official organ of XWARN.
Section 3. A copy of the newsletter shall be delivered to each Member Household.
ARTICLE XI - VOTING
Section 1. No person shall vote in any election or on any issue if not a member or does not hold a current amateur license, unless otherwise provided in these bylaws.
Section 2. Voting may be taken by voice, by standing count (show of hands), or by written ballot, as specified in these bylaws or as provided by the general rules of the Parliamentary Authority.
Section 3. All issues voted by written ballot shall include all ballots returned by members present and those received as Absentee Ballots. Such issues shall require timely prior notification to the full membership.
Section 4. The term "Voting Members" and similar expressions shall be defined as all members present at a meeting which meets the conditions set forth in Article IX, sections 3 (a) or (b), plus any members voting by absentee ballot.
ARTICLE XII - PROPERTY
Section 1. XWARN shall own such equipment as may be necessary to maintain and operate one or more amateur radio repeater systems.
Section 2. XWARN may own any such additional equipment as may be necessary or useful in the pursuit of amateur radio activities by its members.
Section 3. Any act, process, or purchase which has a major effect on the use, purpose, or direction of XWARN property shall proceed only upon approval of the membership as defined and prescribed in the Policies and Procedures of these bylaws.
Section 4. An inventory shall be maintained of all XWARN property.
Section 5. Access to inventory information shall be available to all members.
ARTICLE XIII - DISSOLUTION
Upon the dissolution of XWARN, the officers shall provide for the payment of all debts and liabilities, then dispose of all properties and assets of XWARN in a manner which causes their dispersal or distribution to an organization or organizations operated exclusively for charitable, educational, humanitarian or scientific purposes.
ARTICLE XIV - AMENDMENTS and CHANGES
Section 1. Any member may propose a change to these by-laws. Such proposal shall be submitted in writing to the Secretary.
Section 2. Proposals shall be published, distributed or presented in a manner that allows time for full consideration by all members before being submitted for vote. Such time shall be no less than ten days.
Section 3. Voting on proposals for changes or amendments shall be by written ballot.
Section 4. Adoption of changes or amendments shall require approval by a two-thirds majority of all votes submitted.
Section 5. Changes or amendments shall take effect immediately upon adoption unless otherwise provided in the proposal.
ARTICLE XV - PARLIAMENTARY AUTHORITY.
The rules contained in the most recent edition of Robert's Rules of Order shall govern in all cases where they are not inconsistent with these bylaws, and only in matters of procedure in the event that order and agreement cannot be had by generally informal and otherwise more civilized means.
POLICIES and PROCEDURES
NEWSLETTER
(a) XWARN shall publish a monthly newsletter which shall be the official organ of XWARN and will be the primary means of distributing announcements and notifications to the members.
(b) A copy of the newsletter shall be delivered by mail to each Member. A single copy shall be delivered to households with more than one member.
(c) Single copies of the newsletter may be sent to non-members at the discretion of the Editor. Regular or repeated distribution of the newsletter to non-members shall require approval by the Executive Council.
(d) The newsletter shall be printed and posted in a manner that will ensure delivery to the Member no earlier than ten days before, and no later than two days before a scheduled meeting.
(e) Delivery by electronic means may be substituted for delivery by mail for selected members, but only with the agreement and approval of the Member.
VOTING:
(a) Issues which are voted by written ballot require prior notification to the full membership. To allow members ample time to consider issues, notification must be delivered in advance of elections by a period commensurate with the complexity of the issue.
(b) For normal scheduled elections, this period may be within the month prior to the election. For major or complex issues, such as constitutional revisions, substantial repeater re-design or policy changes affecting future developments, this period may be two or more months, at the discretion of the Executive Council.
(c) In those cases where the normal newsletter schedule can not meet this requirement (such as for absentee ballots), the secretary shall provide for special notification as needed. The Secretary shall establish agreement with each absentee member to ensure timely notification and ballot return.
SUBSTITUTE FOR VOTING BY WRITTEN BALLOT:
There may arise circumstances where the delay caused by written ballot may be deleterious to the purpose of the club, or where a more expedient method may be required. A substitute method may be necessary in emergencies, such as sudden failure of expensive repeater components, major issues relating to scheduled upcoming events, or when common sense indicates strict adherence to the written ballot requirement serves no useful purpose.
In such cases where an immediate vote is clearly in the best interests of the club, the President may invoke a substitute for written ballot, governed and restricted by the following procedure:
(a) The attendance shall meet all quorum requirements for a normal written ballot as defined in Article IX, Sec 3,a.
(b) Having previously established that a matter is ready for vote, the President shall announce his intention to substitute for written ballot, then shall ask if there is any objection.
(c) Any member may object to this action, by voice, by rising, or by show of hands. Objection by three or more members shall be sufficient to kill the action and force vote by written ballot.
(d) Votes taken by substitute method shall require two-thirds majority for passage.
ABSENTEE BALLOTS:
Absentee balloting shall be governed by the following procedures:
(a) The member must petition for absentee ballot in time to have it presented at any monthly meeting in the month before an election meeting.
(b) The member may submit request for absentee ballot in writing, by electronic communication, or by voice, to any member who can present it before the members present at the meeting. The request must include the reason the member is requesting the absentee ballot.
(c) Each petition for absentee ballot shall be presented before the members attending the meeting and each shall be individually decided by voice vote. A simple majority vote of members present shall be required for approval. Approval shall remain valid for the entire current year.
(d) The secretary shall keep a record of all members who have applied for absentee ballot, the reason given, and the result of the vote to approve that application.
(e) The secretary shall mail or otherwise deliver ballots to those approved to vote absentee, with instructions to clearly mark the outside of the return envelope with the identity of the member, and to return the completed and sealed ballots to the secretary to arrive no later that two days before an election.
(f) The secretary shall keep a record of names of members to whom ballots have been delivered, and those who have returned their ballots. This information shall be made available to any member on request.
(g) Returned ballots shall remain sealed until the election meeting, at which time they shall be unsealed and counted in secret with the rest of the votes.
(h) Absentee voting shall be limited to no more than one tenth (10%) of the total registered membership. Exclusion of excess absentee applications shall be determined by the order in which they are received by the secretary.
PROPERTY
1. In support of its prime purpose (Article II, Section 1) XWARN shall own and operate one or more amateur radio repeater systems.
(a) Insofar as technically possible, such repeaters shall provide continuous coverage of all of Greene County, using such measures as may be necessary to ensure uninterrupted service in the event of emergency and loss of commercial power.
(b) Use of XWARN repeaters shall be open to all Amateur operators. Repeater operation shall conform to FCC rules and guidelines, with emphasis on the following:
i. Repeaters are intended to support mobile and hand-held operation. Fixed stations should limit repeater use to initial contact or very brief QSO, but should otherwise use simplex channels whenever possible.
ii. Except for official operations sanctioned by the club (such as Net's and formal coverage of public service activities), all repeater QSO's should be limited to a few minutes, and individual transmissions made as brief as possible to allow for free and open use by anyone who may need to make urgent contacts or phone patches.
iii. Power levels should be limited to the minimum amount necessary for reliable communication. Transmit power in excess of receiver range is in violation of regulations.
iv. Cross-band linking or linking to other repeater systems should be limited to special circumstances where such linking can assist in the support of a declared emergency situation. Linking for a pre-announced event may be made upon approval by vote of a majority of members present at a meeting preceding the event. Otherwise, linking should be restricted to testing and brief practice periods, and should not be used for any regularly scheduled activity.
v. Control of linked facilities must be maintained by an amateur operator with license class sufficient to qualify for the highest requirement of any facility within the complex of linked systems. For example, a Tech operator may talk through a 2-meter repeater that is linked to a 40-meter system, but the link must be established, continuously monitored, and finally disconnected by an operator of General Class or higher.
(c) Repeater operation shall be the responsibility of the technical committee, except that any major change of the repeater system(s) shall be made only upon approval of a two-thirds majority of the members as determined by written vote. "Major" changes shall include but not be limited to changes in range, direction, coverage, linkage to other systems, auxiliary features (e.g. phone patch or messaging systems), operating nature or philosophy.
2. FUNDS: The Executive council, with the advice and consent of the membership, shall create, maintain, and support plans and procedures, which at all times ensure a level of allocated funds to enable the proper running and maintenance of the club and its equipment. All unallocated funds shall be available to all members. Within these guidelines, any member may make expenditures in support of club equipment or activities. Unless stated otherwise, all quantities and limits shall apply to the aggregate of authorizations and expenditures for any one-month period.
(a) Subject to the provisions of section (C), members may expend funds at their own discretion and initiative and without prior review, according to the following schedule: 1. Any member may spend up to $20 per month. 2. Any individual who has been a member of XWARN for one year or more may spend up to $75 with concurrence of any member of any committee. 3. Any committee member may spend up to $150 per month. 4. Any member may expend up to $250 per incident with concurrence of any member of the Executive Council. 5. Any member may spend up to $500 per incident with concurrence of any two members of the Executive Council. 6. The aggregate of all discretionary expenditures under this section shall be limited to less then $1500. This limit may be waived by members voting as in part (b) Para 2.
(b) Expenditures greater then $500 shall require membership vote or other prior approval as follows: 1. A majority of those voting may authorize expenditures of less than $1500. 2. Expenditures of $1500 or more shall require approval by written ballot of two-thirds (2/3rds) of those voting, except as provided in paragraph (3). 3. Expenditures of $1500 or more, directly and exclusively relating to fund-raising activity (e.g. purchase of T-shirt materials), may be approved by a majority of those voting. 4. Expenditures up to one-half (1/2) of the current club treasury may be made in case of emergency, but shall require unanimous agreement of the entire Executive Council as defined in Article VII of this Constitution. For the purpose of this section, emergency shall be defined as any unexpected condition rendering the repeater system non-functional (e.g. fire, storm, or other condition causing destruction of major components.) This provision shall not be used for upgrade or change of system design. 5. Routine, repeating expenditures for established club functions (such as operation of the newsletter, or replacing expendable materials) shall not require pre-approval. Increases in such expenditures greater than 50% that are expected to be sustained shall be reported at regular meetings for review.
(c) Payment or reimbursement shall be denied for any expenditure, which fails to directly support the designs, plans, equipments, activities or purpose of the club, or is otherwise in conflict with these provisions, or with any part of this constitution. Denial may be initiated by the Treasurer, or by any two members of the Executive Council, or by a formal motion by any member, if upheld by a majority of members voting.
(d) Any member who has been denied support or compensation for expenditure may appeal. Denial may be overturned by three members of the Executive Council, or by a majority of members voting.
(e) Any member who has had sustained denial of reimbursement on three or more occasions during the current fiscal year shall be automatically denied any further discretionary spending. The privilege of discretionary spending may be restored by a majority of members voting. Members failing to act in accordance with the substance or spirit of this section shall be subject to Article III, Section 8-c, and Article VIII.
(f) All expenditures shall be reported at the next general meeting, and published in the Newsletter.
(g) The person or persons initiating any expenditure, regardless of size, shall obtain prior confirmation from the club treasurer, or from club records if published within the previous 30 days, that the amounts requested are actually available, unallocated, and on deposit in the club treasury.
(h) Any monetary transactions outside the scope of these provisions shall require approval by written ballot of two-thirds (2/3rds) of those voting.
3. An inventory shall be maintained of all XWARN property.
(a) The inventory should provide a means of evaluating the current state of readiness for emergencies or other civic or recreational activities, locating equipment when needed, and allow tracking of procurement and disposition of such equipments as may relate to these requirements and activities.
(b) All properties should be marked for identification and include a simple numbering system for coordination with the inventory.
(c) The inventory system should be designed and operated in a manner making the contained information accessible to anyone who may require it. For purposes of planning, any such access should be available no later than one meeting following the request for information.
AMENDMENTS and CHANGES
The following procedures shall be used for processing proposals for change to the bylaws:
1. Proposed changes shall be read at a regular meeting and offered for consideration by the members present. The members present at the reading shall determine by voice vote if the proposal is simple and may go forward, or is complex and requires study by committee, as follows:
(a) Simple or non-controversial proposals shall be submitted to the Newsletter editor for publication.
(b) Proposals of a complex, inconsistent, or controversial nature shall be submitted to an ad-hoc Constitution Committee for study and recommendation. Said committee shall be appointed by the president and shall consist of no less than three nor more than five members, shall be chosen from the regular membership, and shall exclude officers.
(c) The Constitution committee shall attempt to reconcile complexities and conflicts, and make adjustments in language or produce writings they may consider to be required to put forth appropriate proposals in a form not inconsistent with these by-laws or the Parliamentary Authority.
(d) The results of the committee study shall be submitted for consideration by the full membership. The committee may request that the product of their study be discussed further at a subsequent meeting before being submitted for vote.
2. The full text of all proposed changes shall be distributed to all members. Such distribution shall serve as notice to all members, allowing for vote at the next scheduled meeting. No vote may be taken on any proposed change until the meeting following publication.
