South Brevard ARC By-Laws
SOUTH BREVARD AMATEUR RADIO CLUB, INC.
ARTICLE I - INTRODUCTION
Definition of By-Laws
These By-Laws constitute the code of rules adapted by the South Brevard Amateur Radio Club, Inc. For regulation and management of its affairs.
Purposes and Powers
The South Brevard Amateur Radio Club, Inc. will have the purposes or powers as may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by law.
ARTICLE II - OFFICERS AND AGENCY
The principal place of business of this Corporation in the State of Florida will be located at P.O. Box 2205, Melbourne, Florida. The Board of Directors may, from time to time, change the address of its registered offices by duly adopted resolution.
Location of Registered Office
The location of the registered Office of this Corporation is P.O. Box 2205, Melbourne, Florida. Such office shall be continuously maintained within the State of Florida for the duration of this Corporation. The Board of Directors may, from time to time, change the address of its registered offices by duly adopted resolution and filing the appropriate statement with the Secretary of the State of Florida.
ARTICLE III - MEMBERSHIP
Applications for membership shall be submitted at regular meetings.
Regular membership is open to licensed amateurs and those actively engaged in a class leading to an amateur radio license. Regular Membership includes all club privileges as well as rights to hold a club office and to vote for club officers.
Associate Membership is open to all other interested persons. Associate Membership includes all club privileges except for the right to hold office and vote for club officers.
The annual dues payable to the Corporation by the members will be in such amounts as may be determined, from time to time, by resolution of the membership, but at no time more than $15.00 for any class of membership.
Future annual dues will be payable in advance at the August meeting of the Corporation.
Annual dues of new members will be pro-rated on a monthly basis from the first day of the month in which the member is entering. Pro-rated dues will be rounded down to the nearest whole dollar.
All other persons in the same immediately family as a regular member may also become or retain their membership at one-half (1/2) the yearly dues (total).
If membership of any member ceases, either voluntarily or involuntarily, no refund of dues will be made.
Cancellation of Membership
Membership in this Corporation may be canceled voluntarily by any member, or involuntarily by the membership for dues cause, or for the member being more than thirty (30) days late in paying annual dues. Any membership may be revoked after a petition for revocation signed by five (5) regular members is presented to any Officer. Such petition must state the cause of such action. Such petition for revocation of membership shall be mailed to all members. Action for revocation shall be considered by the membership at the second regular meeting following presentation of the petition. Revocation must be approved by a vote of two-thirds (2/3) of the membership present and voting.
ARTICLE IV - MEETINGS
The Annual meeting of the membership will be held on the first Tuesday following January 1st of each year. In addition to the regular business to be transacted, Officers and Committees shall make annual reports to the membership and the nomination and election of Officers and Directors shall be completed.
The regular meetings of the membership of the Corporation shall be held regularly on the first Tuesday of each month. Rescheduling of any regular meeting must be accomplished by resolution of the membership at a prior meeting.
Special meetings may be called by a majority of the Board of Directors or by the President of the Corporation or upon the signed request of at least five (5) regular members. Only business specified in the call may be transacted at any special meeting. Notice of such meeting must be written notice containing the call and specific business, mailed at least (10) days prior to such meeting to the address of the members as contained in the Corporate Roster. Notice shall be effective when mailed to the address contained in the Corporate Roster.
Quorum of Members
A quorum for any regular or special meeting shall be at least one-third (1/3) of all regular members authorized to vote.
Conduct at Meetings
The rules contained in ROBERTS RULES OF ORDER shall guide the meetings of the Corporation in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order that the Corporation may adopt.
ARTICLE V - DIRECTORS
Number and Qualifications of Directors
The number of Directors of this Corporation shall be five (5). The Board of Directors shall be comprised of the Officers.
Meeting of the Board of Directors
The Board of Directors shall meet at least yearly and report to the general membership as to the results of the meeting. The Board shall meet at the call of the President or upon the call of at least three (3) members of the Board. The meetings of the Board of Directors must be held within Brevard County, Florida.
Notice of Directors Meetings
Written notice stating place, day, and hour of any meeting of the Board of Directors shall be delivered to each Director not less than ten (10) days before the date of the meeting by first class mail. Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting, except where such Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
Quorum of Directors
A majority of the Board of Directors shall constitute a quorum. The act of the majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors.
Powers and Duties of Directors
The powers and duties of the Board of Directors are as follows:
1. To make recommendations to the Corporate membership regarding Corporate matters.
2. To cause the financial records of the Corporation to be audited, by appointing a committee annually consisting of two (2) regular members.
3. To authorize and file tax returns as prepared by the Treasurer of the Corporation.
4. To adopt an annual budget and to present it to the general membership at the regular meeting held during the month of October each year for membership approval.
5. To authorize expenditures of money up to $200 a month (funds permitting) on behalf of the Corporation without prior approval of the membership.
6. To perform such other powers and duties as are specified in the By-Laws or as required in order to direct the activities of the Corporation.
ARTICLE VI - OFFICERS
Selection of Officers
Officers shall be elected from among the regular members by ballot at the annual meeting and shall serve for a term of one (1) year or until a successor has been duly elected and installed. In the event a vacancy occurs in the office during its term, an election shall be held among the regular members by ballot to elect a person to serve until the next regular election.
Removal of Officers
Any Officer may be removed from office after a petition for removal signed by five (5) regular members is presented to any Officer. Such petition must state the cause of such action. Such a petition for removal of an Officer shall be mailed to all members. Action for removal shall be considered by the membership at the second regular meeting following presentation of the petition. Removal must be approved by a vote of two-thirds (2/3) of the membership present and voting.
The President shall be the Chief Executive Officer of the Corporation and shall exercise general supervision, in accordance with the directions provided by the Board of Directors and the membership, over the activities and operations of the Corporation. The President shall preside at all meetings including meetings of the Board of Directors. He shall appoint all committees and serve as a member ex-officio of same.
The Vice-President shall assume the duties of the President during the President=s absence and shall perform such other duties as directed by the Board of Directors.
The Secretary shall keep the minutes of all regular or special meetings of the Corporation and the Board of Directors. These minutes shall be retained in the official record book of the Corporation and shall be an official accurate and permanent record of all business transacted at these meetings. As directed, the Secretary shall prepare official correspondence on behalf of the Corporation. The Secretary shall be the official keeper of all Corporate records, files, and seal of the Corporation and shall deliver them to the Secretary=s successor. The Secretary shall keep the official roster of the Corporation.
The Treasurer shall receive all funds and membership applications. All funds received shall be deposited and kept in a financial institution selected and approved by the Board of Directors, the Treasurer shall be responsible for notifying the Secretary of Roster changes, for the filing of all tax returns for federal, state, and local taxes. The Treasurer shall keep an accurate record of all monies received and expended and shall regular report to the membership on the financial status of the Corporation. At the expiration of the Treasurer=s term, and after auditing, the Treasurer shall deliver all records and monies belonging to the Corporation to the Treasurer=s successor.
Public Service Officer
The Public Service Officer shall be responsible for the coordination of such activities as directed by the membership.
ARTICLE VII - COMMITTEES
All committees, with the exception of the Auditing and Activities Committees, shall be appointed by the President. All Committees shall be appointed from time to time as deemed necessary to carry on the work of the Corporation.
An Auditing Committee, consisting of two (2) persons selected from the regular membership, shall be selected no later than the July regular meeting of each year by the membership. It shall be the duty of this Committee to audit the Treasurer=s accounts and financial records of the Corporation at the end of the fiscal year and report to the Board and membership at the Annual Meeting.
The Activities Committee shall be headed by the Public Service Officer.
ARTICLE VIII - OPERATIONS
The fiscal year of this Corporation shall begin September 1 and end on the last day of August.
Inspection of Books and Records
All books and records of this Corporation may be inspected by any member, or the member=s agent or attorney, for any proper purpose at any reasonable time upon five (5) days written demand under oath stating such purpose. This demand shall be delivered to the Secretary and the Treasurer of the Corporation.
This Corporation will not have or issue shares of stock. No dividends will be paid, and no part of the income of this Corporation will be distributed to its members, Directors, or Officers.
The Corporation shall, at all times, be governed by the following limitations:
1. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to its members, Directors, 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 the Articles of Incorporation. 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) in a political campaign on behalf of any candidate for public office. Notwithstanding and other provisions of the Articles of Incorporation, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise and powers that are not in furtherance of the purposes of this Corporation.
2. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization(s) which are organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization under the Internal Revenue Code of 1954 as amended and superseded, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized exclusively for such purposes.
ARTICLE IX - AMENDMENTS
These By-Laws can be amended at any regular meeting of the Corporation by a two-thirds (2/3) vote of the regular members present and voting, provided that the amendment has been submitted in writing to the President at least four (4) days prior to such meeting. The proposed amendment shall be signed by not less than three (3) regular members of the Corporation prior to submission to the President. The Board of Directors shall insure the correctness of the amendment format and shall schedule the reading by the Secretary of the proposed amendments on the agenda of the next regular meeting of the membership. The Secretary will amend these By-Laws as needed to reflect passage of any amendment.
Approved by not less than three (3) regular members of the Corporation, prior to submission to the President.
Approved by two-thirds (2/3) vote of regular members present and voting.