List-Unsubscribe: Date: Sat, 9 Jun 2001 23:50:27 -0400 Reply-To: W1EE@yahoogroups.com Subject: [W1EE] SARA Bylaws Content-Type: text/plain; charset=US-ASCII Content-Transfer-Encoding: 7bit At the meeting this month some people asked about the bylaws. If you were there you know that I am a huge fan of them, and back at the beginning of the year I had scanned them in so we could use them for another nonprofit that I am involved in starting. Here is a copy of them if anybody is interested. I don't remember if I corrected them or not, any mistakes here are a result of the OCR program, the Bylaws will not be this bad. Mike Anna and Michael Cordelli anna@cordelli.com mike@cordelli.com www.cordelli.com STAMFORD AMATEUR RADIO ASSOCIATION BYLAWS ARTICLE I Name The name of this Corporation shall be the Stamford Amateur Radio Association, Incorporated. ARTICLE II Purpose The purposes for which this Corporation is formed are: (1) The primary purposes are to operate a non-profit corporation for educational and scientific purposes as follows: (a) To educate and increase the proficiency of its members in the science of radio communication. (b) To provide for dissemination of information among its members concerning scientific advancement and progress in the field of radio communication. (c) To organize and train units of licensed radio amateurs capable of maintaining radio communication as a public service during periods of emergency. (d) To encourage and sponsor experimental activities in radio communication and electronics to the end that skills and experience gained in amateur radio will further the application of electronics to the benefit of the public at large. (e) To promote the elevation of standards of practice and ethics in the conduct of amateur radio communication. To assist in carrying out these primary purposes this Corporation maintains, and intends to continue to maintain, an active affiliation with the American Radio Relay League, Inc., of Newington, Connecticut, the national non-profit organization of amateurs. (2) The general purposes and powers are to have and exercise all rights and powers conferred on non-profit corporations under the laws of the State of Connecticut, including the power to contract, rent, buy or sell personal or real property, provided, however, that this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this Corporation. (3) No substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. ARTICLE III Non-Profit Purposes This Corporation is organized pursuant to Chapter 33 of Title 33 of the Connecticut General Statutes as a non-stock, non-profit Corporation. This Corporation does not contemplate pecuniary gain or profit to the members thereof, and it is organized for non-profit purposes. ARTICLE IV Fiscal Year The fiscal year of the Corporation shall commence on the first day of January and end on the 31st day of December. ARTICLE V Membership and Dues 1. Any individual interested in the activities and purpose of the Corporation may become a member of the Corporation upon application and payment of dues as required. 2. Annual dues shall be established by the Board of Directors at the September meeting of the Board next preceding such year in which the dues shall become effective. Notice of any change in dues shall be made to the members of the Corporation at the October general meeting preceding the year in which such dues shall become effective. If approved by a majority of the membership in attendance at the November general meeting such dues shall become effective at the beginning of the next fiscal year. 3. If such dues as presented by the Board are vetoed by a majority at the November general meeting, the Board may present a new schedule of dues at the December general meeting. If the proposed dues schedule is vetoed by a majority at the December general meeting the dues for the next fiscal year shall remain unchanged until such time as a majority vote of the membership at a general meeting shall approve a new dues schedule. 4. Dues are payable on the first day of the calendar year and nonpayment by the end of the March general meeting shall be deemed to indicate the member wishes to be removed from membership in the Corporation. 5. Each member shall be entitled to cast one vote at any annual or special meeting requiring the . vote of the membership. ARTICLE VI Meetings 1.The annual meeting of the Corporation shall be held in January, each year at such place and time and as the Board of Directors shall determine. The annual meeting shall be for the purpose of electing appropriate Officers, hearing committee and other reports and for the transaction of such other business as may be Indicated in the notice or may be brought before it. The nominations for a slate of Officers as presented by the Nominating Committee shall be included in the notice of the annual meeting. At each annual meeting, the membership shall, by majority vote of the members present, approve a dollar limit which the Board may not exceed in any transaction during the fiscal year. Any transaction which exceeds this limit must be approved by majority vote of the members present at any general or special meeting before the expenditure is made. 2. Special meetings of the Corporation may be called by the Board of Directors or by the President. Notwithstanding the foregoing, special meetings must be called by the President if ten percent of the membership in good standing shall by written petition request him to do so and in said petition state the purpose for which the meeting is to be called. 3. General meetings of the Corporation will be held on the first Thursday of each month, or at such other times and such places as the President shall designate. The general meetings are held to pursue the purposes of the Corporation in accordance with these bylaws. 4. At each meeting of the members of the Corporation one4ifth of the membership in good standing shall constitute a quorum. Except as provided by these bylaws a majority of the votes cast at any meeting at which a quorum shall be present shall constitute an act of the members of the Corporation. If a quorum shall not be present at any annual or special meeting of the Corporation, the presiding Officer may adjourn such meeting to a day and hour to be fixed by him and notice of such new date shall be given to all members in accordance with the requirements of the bylaws for notice of meetings. 5. Notice of all special meetings shall be mailed to each member at the last known address as indicated on the Corporation's records at least five days prior to each meeting and shall state the date, time, place and purpose of the meeting. ARTICLE VII Officers 1.The Officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer and a Trustee. All Officers must hold valid amateur radio licenses. The Treasurer must be at least 18 years of age. 2. The Officers of the Corporation shall be elected by a majority vote of the members in good standing present at the annual meeting of members. Each Officer shall be elected to fill a specific position. Candidates for each office will be presented by the Nominating Committee at the December general meeting; nominations for specific offices may also be presented at the December Meeting by any member in good standing present. Nominations will be closed with the end of the business portion of the December general meeting. 3. Each Officer shall take office immediately upon election and shall serve a term of two years. ARTICLE VIII Duties of the Officers 1.The President shall be the Chief Executive Officer of the Corporation and the ChaIrman of the Board of Directors. He shall have general supervision over carrying on the activities of the Corporation as directed by the Board of Directors. The President shall preside at all meetings of the Board of Directors and at all meetings of the members. He shall conduct the same according to the bylaws and rules adopted. He shall sign official documents on behalf or the Corporation unless otherwise provided and shall perform all the customary duties pertaining to the office of the President. 2. The Vice-President shall, in the absence of the President, perform the duties and exercise the powers of the President. The Vice-President shall serve as coordinator of such committees and activities as are designated by the Board of Directors. 3. The Secretary shall keep a record of all meetings, maintain a roster of members, submit applications for membership, carry on correspondence, send all required notices, maintain all necessary records and perform all other legal duties of Secretary. The Secretary shall also serve as Historian of the Corporation. At the expiration of his term he shall turn over all records to his successor. 4. The Treasurer shall have charge of the funds of the Corporation and shall keep the moneys of the Corporation on deposit in the name of and to the credit of the Corporation in a bank or trust company approved by the Board of Directors. He shall disburse the funds as directed by the Board of Directors and shall report the financial condition of the Corporation at the annual meeting of members and of the Board of Directors and from time to time during the year as requested by the President. At the expiration of his term he shall turn over all records and funds to his successor. 5. The Trustee shall be responsible for the legal operation of the Corporation owned amateur radio station licensed in the Trustee's name by the Federal Communications Commission. In all matters pertaining to the legal operation of the station, the Trustee's decisions shall be final. ARTICLE IX Board of Directors 1.The management of the activities and control of the affairs, funds, and property of the Corporation shall be vested in a Board of Directors. 2. The Board of Directors shall be comprised of the five Officers of the Corporation. 3. Any vacancy occurring among the Officers may be temporarily filled by majority vote of all the Directors then in office; the person so elected shall serve until the next Annual Meeting. At this Annual Meeting the position shall be filled by majority vote of the members in accordance with all the provisions of Article VII, Section 2 of these bylaws. The person so elected shall serve until the next scheduled election of Officers. 4. The Board of Directors may, by a majority vote of the Entire Board, remove from office any Officer because of unexcused absence from three or more consecutive meetings, whether they be general, special or annual meetings, or neglect of his official duties. 5. The Board of Directors shall designate a time and place for holding of regular meetings of the Board; these meetings shall be open to all members of the Corporation and shall held in a generally accessible location. Additionally, the Board of Directors shall meet on call by the President upon five days notice designating the date, time, and place of the meeting. The President shall be required to call a meeting upon the request of three or more Directors and if the President fails to call a meeting within five days after such a request the same may be called by three or more Directors upon five days notice subscribed by such Directors. Failure to provide five days notice prior to any meeting of the Board of Directors shall not impair the validity of any action taken, provided a written waiver is signed by all the Directors. 6. The Chairman of the Nominating Committee shall have the right to attend all meetings of the Board of Directors as an observer only and shall be notified of such meetings as required under the preceding paragraph 5. 7. The Board of Directors shall prepare an annual operating budget which shall be presented to the membership for approval at the annual meeting before the election of the new Officers. ARTICLE X Election of Board of Directors The Board of Directors shall consist of the Officers of the Corporation, who are elected as provided for in Article VII of these bylaws. ARTICLE XI Committees 1.The President shall, at the first meeting of the Board of Directors, with the approval of the Board, choose the chairman of the following committees whose responsibilities shall be as indicated: (1) Education Committee - The Education Committee shall conduct courses in the elements required by the Federal Communications Commission necessary to obtain an amateur radio license. (2) Interference Committee - The Interference Committee shall assist members in the resolution of radio frequency interference complaints involving the amateur radio service. (3) Nominating Committee - The Nominating Committee shall present at the December general meeting of the members a slate of Officers to be considered for election pursuant to the provision of these bylaws. (4) Program Committee - The Program Committee shall, through the presentation of lecturers at general meetings, provide for the education and expansion of the proficiency of the members in the science of radio communication as well as provide for the dissemination of information among the members concerning scientific advancement and progress in the field of radio communication. (5) Public Service Committee - The Public Service Committee shall organize and train units of licensed radio amateurs capable of maintaining radio communication as a public service during periods of emergency or at such times as will benefit the public interest. (6) Publications Committee - The Publications Committee shall prepare a monthly newsletter and distribute it among the members. (7) Technical Committee - The Technical Committee shall be responsible for the maintenance and repair of all radio communication equipment owned by the Corporation . 2. The President shall, with the approval of the Board, designate such additional committees as shall become necessary from time to time and nominate, with the approval of the Board, the chairman of such committees. Any vacancy in the chairmanship of a committee shall be filled by the President with the approval of the Board. ARTICLE XII Dedication of Assets 1.The property of this Corporation is irrevocably dedicated to educational and scientific purposes, and no part of its net income or assets shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private individual. 2. Upon the dissolution or winding up of this Corporation its assets remaining after the payment of or provision for the payment of, all debts and liabilities shall be distributed to The American Radio Relay League, Inc., if it is then in existence and exempt under Section 501(c) (3) of the Internal Revenue Code; but if it is not then in existence or exempt, to another organization which is organized and operated exclusively for educational and scientific purposes and which has established its tax exempt status under Section 501(c) (3) of the Internal Revenue Code. ARTICLE XIII Amendments to Bylaws These bylaws may be amended by a two-thirds majority vote of all members present in good standing at any annual or special meeting of the members, providing, however, that the substance of the proposed amendment shall be set forth in a notice of such meeting. ARTICLEXIV Rules of Order Robert's Rules of Order shall be parliamentary authority at all meetings of members and the Board of Directors. Adopted: March 6, 1986 Amended: January 7, 1988 7 To unsubscribe from this group, send an email to: W1EE-unsubscribe@yahoogroups.com Your use of Yahoo! Groups is subject to http://docs.yahoo.com/info/terms/