14 December 1991 By-Laws of the Southern Oregon Amateur Packet Radio Association Article I - Construction 1.1 Whenever in the By-Laws of this organization, the term "Association" shall be used, it shall refer to the "Southern Oregon Amateur Packet Radio Association", an Unincorporated Organization. Whenever the term "Board" is used, it shall refer to the Board of Directors of the Southern Oregon Amateur Packet Radio Association. Article II - Purpose 2.1 The purpose of the Association shall be to purchase, build, install, maintain, control and improve Amateur Radio equipment to provide effective communications to members who reside in the Southern Oregon and Northern California area and to non-members who reside in other areas. 2.2 The Amateur Radio equipment under the control of the Association shall be operated and maintained in strict compliance with Part 97 of the Federal Communications Commission Rules and Regulations for the Amateur Radio Service. Article III - Membership 3.1 Regular Members: The regular membership of the Association shall consist of licensed Radio Amateurs who pay full annual dues to the Association as specified by the membership. They shall be entitled to vote on Association business and policies. Each licensed family member shall have one vote. 3.2 Termination and Expulsion of Membership: Any member shall be subject to expulsion or suspension of membership for "Willful" violation of Federal Communication Commission Rules and Regulations or "Willful" disregard of rules set forth in the Association By-Laws, standing rules or other guidelines. Expulsion from membership will require a majority vote of a quorum of the membership. Suspension will require a 2/3 vote of the Board and shall be temporary pending action by the membership. Article IV - Meetings of Members 4.1 Regular Meetings: Regular meetings will be held monthly, as stated in the Association "Standing Rules". 4.2 Special Meetings: Special meetings of the membership may be called by the President, Board of Directors, or by petition of fifteen percent (%15) of the regular membership in good standing. 4.3 Quorum: Members holding one tenth (1/10) of the current paid membership at any meeting, represented in person or by proxy, shall constitute a quorum. The vote of the quorum present shall be necessary for the adoption of any matter voted upon by the members. 4.4 Proxies: Proxies shall be executed in writing and shall be good for one meeting for issues to be specified in said proxy. Proxies shall be surrendered to the Secretary and reviewed by the Secretary and another Board member to be selected by the President. In lieu of the Secretary, the President or the Vice President shall act in their stead. In lieu of the President, the Vice President shall act. 4.5 Ballot by Mail: At the discretion of the Board, ballots may be sent to all Board Members and Regular Members by packet mail to vote on issues or issue sent forth in said ballot. A period of not less than ten (10) days shall be allowed for said ballots to be returned for counting. Ballots sent by packet mail shall be considered delivered to members when forwarded to the members home bulletin board and addressed to the member as it appears on the Association's records. Article V - Board of Directors 5.1 The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer and a Director/Member selected by the President and approved by the membership. The Director/Member selected shall represent at least three (3) members from the Lan/ PBBS area. Geographical location may also be acceptable in lieu of a Lan/PBBS. Example: Northern California and the Southern Oregon Coast. There shall be four (4) Directors on the Board as a minimum but not more than six (6). The First Past President of the Association shall automatically be a member of the Board of Directors. 5.2 No person shall have a valid vote or be permitted to run for or hold an office who is delinquent in their dues. Should an officer or a director become delinquent in their dues while in office, they shall no longer be an officer or director until such time as all delinquent dues are paid. 5.3 Meetings of the Board: The Board of Directors may meet without formal notice prior to the regular meeting. The President, or in the President's absence, the Vice President shall chair the meeting. 5.4 Quorum: For the purpose of transacting the business of the Board, 50% of the Board will constitute a quorum. At any meeting of the Board at which a quorum is present, any business may be transacted and the Board may exercise all of its powers. Article VI - Officers 6.1 There shall be four (4) Officers: President, Vice President, Secretary and Treasurer. Of these, the President and Vice President shall be Chairman and Vice Chairman of the Board. 6.2 Duties of Officers: The duties of the Officers shall be as defined in "Robert's Rules of Order", the Modern Edition, no earlier than August 1989 edition. Article VII - Indemnification of Board of Directors and Officers 7.1 Each member of the Board of Directors, or Officer now or hereafter serving the Association and his or her respective heirs, executors, and personal representitives, shall be indemnified by the Association against any expense actually and necessarily incurred by him or her in defense of any action, suit, or proceeding in which he/she is made party by reason of being or having been such Board Member or Officer. Such indemnification shall not be exclusive of any other rights to which such person may be entitled under any By-law, agreement, vote of Board Members or members or otherwise. Article VIII - Elections 8.1 Election of Officers shall be held annually in the month of December. New Officers shall take office in the Month of January, following the December election. Election will be held by written, secret ballot. This requirement may be waived by a majority vote of those present. 8.2 The Board shall have the power to appoint Board Members or officers to serve unexpired terms of office by majority vote of the Board. 8.3 Board Members or Officers may be removed from office by a majority vote of the regular members, on a written paper ballot, sent to all regluar members for such purpose. A quorum for the purposes of recalling Board Members shall be a majority of the members where two thirds (2/3) of the members vote. 8.4 In order to remove an Officer or Board Member, a petition shall be submitted to the Board of Directors stating the reason and events that are cause to have the individual removed from office. Upon the Board's convenience, it will be put to the membership for decision. Article IX - Administrative and Financial Provisions 9.1 Dues: Annual dues shall be fixed from time to time by a vote of the majority of a quorum of the regular members. Annual dues are for the conductiing of regular business of the Association and for the maintenance, replacement and purchase of new equipment for future expansion to serve the needs of the Association members and Emergency Communications. 9,2 Dues run annually from January 1 to December 31. Dues are delinquent on February 1 of the dues year. 9.3 The financial records and other records of the Association will be kept by the Secretary and Treasurer and will be open for inspection by any member. 9.4 The books will be audited annually by three (3) regular members appointed by the Board for that purpose. These three members shall be considered trustees. 9.5 No monies belonging to the Association shall be appropriated by any Member or other person for personal purposes, not be loaned, borrowed, or otherwise be used for any purpose not related to the functions and operations of the Association. 9.6 Amendment of the By-laws: These By-laws may be altered, amended or repealed by the affirmative vote of a majority of the Members in good standing, allowing at least seven (7) days notice for the first year and thereafter thirty (30) days notice. Article X - Committees 10.1 The President shall appoint all committee chairmen and committee members. The President shall also serve on all committees. Article XI - Purchases 11.1 The Board of Directors shall have the authority to authorize purchases as required by the Association as prescribed in Article IX, Paragraph 9.1. Any other purchases shall be approved by a quorum of the Membership at a regularly scheduled meeting. Approved by the membership at the 14 December 1991 meeting in Medford, Oregon. President: Steve Grajeda WB6YQP Vice President: Rose Purkhiser K7JIY Secretary: Calvin Burt KA0DFN Treasurer: Kenneth Kugler WA7TEG ===================================================================