Long Island DX Association

Long Island DX Association, INC.

CONSTITUTION

(Adopted January 15, 1982)

Index

Preamble Page

ARTICLE I NAME AND PURPOSES OF THE ASSOCIATION 1

ARTICLE II MEMBERSHIP 2

ARTICLE III GOVERNMENT 3

ARTICLE IV MEETINGS 4

ARTICLE V FINANCIAL OBLIGATIONS 4

ARTICLE VI AMENDMENTS 4

PREAMBLE:

We, the undersigned, wishing to secure for ourselves the pleasures and benefits of the association of persons commonly interested in amateur DX (Long Distance) radio communication, do hereby constitute ourselves the LONG ISLAND DX ASSOCIATION, INC., and do enact this Constitution as our governing law. It shall be our purpose to facilitate the exchange of information and general cooperation between members, to promote DX knowledge, fraternalism, and individual operating efficiency, and to so conduct club programs and activities as to advance the general interest and welfare of amateur DX communications.

ARTICLE I

NAME AND PURPOSES OF THE ASSOCIATION

Section 1 - This Association shall be known as the LONG ISLAND DX ASSOCIATION, INC.

(LIDXA).

Section 2 - The purposes of the Association shall be:

To promote friendship and cooperation among Amateur Radio (Wireless) operators primarily interested in the art and science of Long Distance (DX) Amateur Radio Communication.

b) To operate exclusively for charitable, educational, scientific and civil defense purposes entitling the Association to exemption under the provisions of Section 501

(c)(3) of the Internal Revenue Code of 1954, as amended, and more specifically to promote interest in Long Distance Amateur Radio Communications and the advancement of the electronic art, making use of the reservoir of knowledge and experience represented within the membership of LIDXA for the benefit of all Radio Amateurs and the furtherance of the Public welfare through Amateur Radio Communications; to provide financial support for worthy expeditions established to further Amateur DX Communications.

c) In the furtherance of its corporate purposes, the Association shall have all general powers enumerated in Section 202 of the Not-for-Profit Corporation Law, together with the power to solicit grants and contributions for corporate purposes.

d) Nothing herein shall authorize this Association, directly or indirectly to engage in or include among its purposes, any of the activities mentioned in Not-for-Profit Corporation Law, Section 404 (b) - (p) of Executive Law, Section 757.

e) No part of the income of the Association shall inure to the benefit of any member, director or officer of the Association or any private individual (except that reasonable compensation may be paid for services rendered to or for the Association affecting one or more of its purposes), and no member, director or officer of the Association or any private individual shall be entitled to share in the distribution of the Association assets on dissolution of the Association.

f) No part of the activities of the Association shall include participating in or intervening in (including the publication or distribution of statements for) any political campaign on behalf of any candidate for public office or engaging in any substantial way, directly or indirectly, in carrying on propaganda or otherwise attempting to influence legislation.

g) In the event of dissolution, all of the remaining assets and property of the Association shall, after necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, subject to an order of a Justice of the Supreme Court of the State of New York.

h) The Association shall distribute its income for each taxable year at such time and in such manner as not to subject it to tax under Section 4942 of the Internal Revenue Code of 1954, as amended, and the Association shall not (a) engage in any act of self-dealing as defined in Section 4941 (d) of the Code; (b) retain any excess business holdings as defined in Section 4943 (c) of the Code; (c) make any investments in such manner as to subject the Association to tax under Section 4944 of the Code; or (d) make any taxable expenditures as defined in Section 4945 (d) of the Code.

ARTICLE II

MEMBERSHIP

Section 1 - The membership of the Association shall consist of those persons who have signed the Certificate of Incorporation, together with all persons who are hereafter received into or elected to membership as hereinafter provided.

ARTICLE III

GOVERNMENT

Section 1 - The general management of the affairs of the Association shall be vested in the Board of Directors, who shall be elected as provided in the By-Laws.

Section 2 - The Officers of the Association shall consist of a President, Vice President, Secretary and Treasurer. The Officers shall constitute the Executive Committee.

Section 3 - The Board of Directors shall consist of the Executive Committee and three Directors of the Association.

Section 4 -The Board of Directors shall meet at least once each year and at the call of the President. At least one-half of the Board members shall be present to constitute a quorum.

Section 5 - Directors may be removed from office on motion and by a two-thirds vote of the membership present at a regular or special meeting - provided there is a quorum.

Section 6 - Vacancies occurring between elections must be filled by special ballot at the first regular meeting at which the withdrawal or resignation is announced.

Section 7 - The Vice President shall be a member ex-officio of all committees.

ARTICLE IV

MEETINGS

Section 1 - The Association shall hold an Annual Meeting at a time and place to be designated by the Board of Directors.

Section 2 -The purpose of the Annual Meeting shall be a report of the Board to the general membership, and installation of Officers and Directors elected during the year and such other business as may be deemed necessary.

Section 3 - The By-Laws shall provide for regular and special membership meetings. At meetings, one-third of the membership (Full Member) shall constitute a quorum for the transaction of business. No business may be transacted without a quorum being present.

ARTICLE V

FINANCIAL OBLIGATIONS

Section 1 - No financial obligation shall be incurred on behalf of the Association except by prior approval by affirmative vote of two-thirds of the Board of Directors as covered in the By-Laws.

ARTICLE VI

AMENDMENTS

Section 1 - This Constitution or the By-Laws may be amended by a two-thirds majority vote of the members at a meeting, provided all members have been notified by mail of the intent to amend the Constitution and/or By-Laws at a specified meeting, and that a quorum be present Proposals for amendments shall be submitted in writing at a regular meeting and may not be voted upon until the next regular meeting.

Section 2 - The President, with the approval of the Board of Directors, shall appoint two or more tellers to count the ballots for the amendment. The Tellers shall certify in writing to the President the results of the ballot count.

LONG ISLAND DX ASSOCIATION, INC.

BY - LAWS

Adopted January 15, 1982

(Amended May 16, 1986, November 14, 1991, February 19, 1993, December 17, 1993 and XX XX, 19XX)

INDEX TO BY - LAWS

PAGE

ARTICLE I MEMBERSHIP 1

ARTICLE II DUES 3

ARTICLE III BOARD OF DIRECTORS 3

ARTICLE IV DUTIES OF OFFICERS 4

ARTICLE V NOMINATIONS AND ELECTIONS 5

ARTICLE VI FINANCIAL OBLIGATIONS 5

ARTICLE VII ACTIVITIES 6


ARTICLE I

MEMBERSHIP

Section 1 - There shall be the following classes of Membership:

a) Full Membership

b) Honorary Membership

c) Members at Large

Section 2 - The classes of membership are defined as follow:

a) Full members shall be those members holding full rights and privileges of membership.

b) Honorary membership may be granted by action of the membership in recognition of outstanding service rendered to the DX worldwide community

Members at Large Classification may be granted by action of the membership to those who have rendered outstanding services to the Long Island DX association.

Section 3 - Any licensed Amateur, with the following minimum qualifications, shall be eligible for consideration for Full Member status:

Possesses a valid General, Advanced, or Extra Class FCC amateur radio license, and is an ARRL member.

b) Expresses a genuine interest in DX.

c) Agrees to enhance the reputation and international esteem of the LIDXA by operating his or her amateur station in accordance with good operating practices and within FCC statutes.

d) Has the capability to reliably communicate from his or her home station via LIDXA VHF Repeater.

e) Is willing and able to serve on one or more LIDXA working committees and to participate actively in the fulfillment of the purposes and objectives of the LIDXA as delineated in this Constitution and By-Laws.

f) Is willing and able to engage in mutual assistance in DX matters on a regular basis via LIDXA VHF Repeater.

Section 4 - FULL MEMBERSHIP-in-good-standing shall be retained only by those full members meeting the requirements of Section 3. In cases of extended illness, or a Full Member announces an anticipated absence, the membership committee of the LIDXA may grant the Full Member a leave of absence without prejudice. The membership committee will review the membership requirements status of the membership on a regular basis, and keep the Executive Committee informed of any changes in membership status.

Section 5 - HONORARY MEMBERSHIP may be accorded to a person who has made a significant contribution to the "DX Community" by a majority vote of members at a regular meeting.

Section 6 - VOTING AND PARLIAMENTARY PRIVILEGES are reserved for Full Members in good standing only.

Section 7 - APPLICATTON PROCEDURE

a) Applicants who believe they have adequately demonstrated the qualifications defined in Article I, Section 3, Article III, Section 3, and Article VII, Section 2 may apply for Full Membership.

b) Elections for Full Membership will be held by closed ballot at the February, June and October meetings.

c) All ballots shall have provision for "YES" and "NO" votes. To be counted, a "NO" vote must include an explanation. 'Me Membership Committee shall count the ballot and announce the results at the meeting. A majority of the Full Membership present voting "YES" shall be required to elect an applicant to Full Membership.

d) In the event the applicant fails to receive the required majority vote, the applicant shall be advised by the Membership Committee as to the reason or reasons, and be invited to make the appropriate correction and reapply for Full. Membership.

ARTICLE II

DUES

Section 1 - A regular yearly assessment of dues for Full Members is hereby established for the purpose of providing funds for current expenses and other expenses as they are authorized. Dues are payable on the First (1st) of October of each calendar year. Full annual dues for new members shall be payable upon member's election except when a member joins the Association after the First (1st) of April of the calendar year; then the dues payable at that time shall be (1/2) one-half of the present annual rate. The amount of dues shall be established by vote of Full Members at the Annual Meeting of the Association as defined in Article IV of the Constitution. When there is more than one Member in the immediate household of a Member, the additional Member(s) shall be assigned dues at the rate of $10.00 each, instead of the regular assessment.

Section 2 - All members who have not submitted their dues by the First (lst) of January shall be considered to be in arrears. The Treasurer will notify each member in arrears and, if after 30 days from receipt of such notification, the dues still remain unpaid, the member shall be dropped from the rolls of the Association.

Section 3 - There shall be no dues for Honorary Members.

ARTICLE III

BOARD OF DIRECTORS

Section 1 - The Board of Directors shall have control over the property and affairs of the Association and shall fix its policies. It shall have the power to hold meetings, appoint committees, suspend, censure and take all necessary and proper steps to carry out the principles of the Association and promote its best interests.

Section 2 - Meetings of the Board of Directors and the regular meetings of the Association may be held as authorized by the Board of Directors.

Section 3 - There shall be regular and social membership meetings each year at such places as are determined by the Board. Special meetings may be called by the President upon the written request of any five members of the club. Notices shall be sent to all Full Members informing them of the special meetings and of the business to be transacted. Such notices shall be sent in the ordinary postal delivery so that they shall arrive at least twenty-four (24) hours before the time therein set for the meeting. Unless disabled, or a Sabbath observer, a Full Member is expected to attend the LIDXA meetings. Meetings may not be scheduled to coincide with "major religious holidays" *.

Section 4 - An annual meeting of the Board of Directors shall be held in May. Special meetings of the Board of Directors may, at the call of the President, be convened and action taken by mail or telephonic communications. Such meetings may not be scheduled to coincide with "major religious holidays" *.

* Defined as Good Friday, Christmas Eve, Rosh Hashanah, Yom Kippur, and Passover.

Section 5 - No Officer or Director shall receive remuneration for his services in any capacity. This is not to preclude reimbursement for documented expenses approved by the Executive Committee.

Section 6 - Each Officer and Director of the Association shall serve for a term of two (2) years or until his successor is duly elected.

Section 7 - A vacancy on the Board of Directors shall be deemed to occur upon the death or resignation of a member or upon his refusal to act.

Section 8 - Robert's Rules of Order shall govern meetings of the Board of Directors and of the Association in all cases which are applicable.

ARTICLE IV

DUTIES OF OFFICERS

Section 1 - The President shall preside at all meetings of the Association and of the Board of Directors. He shall, carry out the mandates and directives of the Board of Directors. He shall appoint such committees as he or the Board of Directors shall consider expedient or necessary. He shall enforce due observation of this Constitution and By-Laws; decide all questions of order; sign all official documents that are adopted by the club, and none other; and perform all customary duties pertaining to the office of the President The President may appoint a Corresponding Secretary to assist the Secretary in carrying out his duties as described in Section 3 herein.

Section 2 - In the absence of the President, the Vice President shall perform his duties. In the absence of both the President and the Vice President, such Officers as may be present shall select a member of the Board to assume the duties of the President.

Section 3 - It shall be the duty of the Secretary to keep the Constitution and By-Laws of the Long Island DX Association and to have same with him at every meeting - whether regular or special. He shall cause all amendments, changes and additions to be noted thereon and shall permit the same to be consulted by members upon request. The Secretary shall keep a record of the proceedings of all meetings; keep a roll of members, submit applications for membership; carry on all correspondence; read communications at each meeting of the club, except when excused by action under By-Laws. He shall be responsible for maintaining the corporate status of the Association and filing all corporate reports and certificates which may be required.

Section 4 - The Treasurer shall be responsible for the funds of the Association and shall be accountable to the Board of Directors. He shall prepare a proposed operating budget for submission to the Board of Directors prior to each Annual Meeting of the Board. The Treasurer shall receive and receipt for all moneys paid to the club; he shall keep an accurate record of all moneys received and expended; he shall report at each regular meeting as to the financial condition of the club. He shall pay no bills without proper authorization. At the annual meeting, he shall submit to each Full Member a written account of the preceding year's transactions in the form of a financial statement. At the expiration of his term, he shall turn over everything in his possession belonging to the club to his successor.

ARTICLE V

NOMINATIONS AND ELECTIONS

Section 1 - FREQUENCY: The regular election of Officers and Directors shall be held in even numbered years.

Section 2 - NOMINATIONS: Nominations shall be open at the March meeting and continue through the April meeting. Nominees shall be Full Members for a period of at least one year prior to election.

Section 2.1 - SLATE: In the event that there shall be one or less nominations, the President shall name a Nominating Committee to attempt to fill the slate.

Section 3 - BALLOTING: Ballots shall be mailed by the Secretary to all Full Members prior to the May meeting. Ballots may be returned by mail or in person at the May meeting. Ballots will be opened and the results thereof tallied at the May meeting.

Section 4 - ELECTION: A simple majority "YES" votes of the ballots cast shall be required for election.

ARTICLE VI

FINANCIAL OBLIGATIONS

Section 1 - All obligations incurred by the Association shall be solely corporate obligations and no personal liability whatsoever shall attach to, or be incurred by, any member, Officer or Director of the Association by reason of any such corporate obligations.

Section 2 - Expenditures beyond those approved in the Annual Budget shall not be made without prior approval of two-thirds of the members of the Board of Directors.

Section 3 - LIDXA policy on repayment for incurred expenses shall be as follows: NO MEMBER SHALL OBLIGATE THE LIDXA IN ANY MANNER WHATSOEVER WITHOUT PRIOR AUTHORIZATION.

a) Types of Reimbursable Expenses:

1) Expenses resulting from specific requests or actions of the Association or its Executive Committee.

b) Procedure for obtaining reimbursement:

1) A voucher containing a brief description of the incurred expense shall be presented to the Treasurer who shall promptly pay said voucher provided it falls within the above categories.

Section 4 - The Officers are authorized to spend up to $50.00 each without the consent of the membership.

Section 5 - Bank Account: The Treasurer is authorized to maintain a checking account in a bank requiring his signature only for withdrawals except that the President and Vice President shall be authorized in case the Treasurer is disabled or unable to otherwise discharge his duties.

ARTICLE VII

ACTIVITIES

Section 1 - COMMITTEES: The President may appoint special committees and chairman of same; ex., Membership. All committees shall be appointed and discharged by the President. All committees are to be considered as discharged upon the election of a new President, unless reappointed by the newly elected President.

Section 2 - 2 METER NET: All Full Members are expected to regularly participate on the 2 meter net, to assist fellow members in their DX activity, and also to demonstrate activity by making auto calls to members listed on the Auto Call List (hereinafter abbreviated to ACL).

Section 3 - CIVIL DEFENSE: The LIDXA repeater W2WMG shall be available to the Suffolk County Office of Emergency Preparedness in time of need for drills and emergencies as well as serving LIDXA purposes. Such drills or emergencies will have priority over all other traffic.

Section 4 - QSL CARD CERTIRCATION: Members certified by the ARRL will be available to do field checking of QSL cards for DXCC awards at the conclusion of club meetings. The Executive Committee of the club will certify QSL cards for certificates and awards, providing the LIDXA not be held responsible for loss of cards. This service can be terminated without notice.

Section 5 - AUTO CALL LIST: The ACL Committee shall prepare and distribute an updated ACL at least twice each calendar year.

Section 6 - MEMBERSHIP ASSISTANCE: The club shall enact appropriate rules to minimize interference in operation between stations of its members. The club shall also maintain a program to foster and guide public relations in those channels favorable to amateur DX work. Members shall uphold the aims of the Association.