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BY-LAWS OF
THE VALLEY AMATEUR RADIO
ASSOCIATION, INC.
Staunton, Virginia
Approved at the
February 6, 2018 Membership Meeting, For Formal Implementation
at the March 6, 2018 VARA Meeting
Article One –
Purpose
The Valley Amateur Radio Association (referred to
as “the Club”) is established as a dues-based educational
organization, for the furtherance of the amateur radio art.
The goals of the club are derived from the FCC Rules (CFR
Title 47, Chapter 1, Subchapter D, Part 97, Subpart A, Section
97.1).
The goals are:
a. Recognition and enhancement of
the value of the Amateur Radio Service to the public as
a
voluntary noncommercial communications service,
particularly with respect to providing
emergency
communications;
b. Continuation and extension of the
amateur’s proven ability to contribute to the advancement of
the
radio art;
c. Advancement of skills in both the
communication and technical phases of the art;
d. Expansion
of the existing reservoir of trained radio operators,
technicians, and electronics experts.
e. Provision of
public service by providing radio communications to the
community when other
means of communication are not
available.
Article Two – Membership
Section 1:
Eligibility
There shall be one class of membership in the
Corporation. Membership shall be open to all licensed amateurs
who demonstrate an interest in furthering their knowledge,
capability and expertise in amateur radio
communication.
Section 2: Election to Membership
Each
applicant for membership shall complete an application
approved by the Board of Directors which shall state that the
applicant agrees to abide by the By-Laws of the Corporation.
The application shall include information needed by the
corporation, such as name, address, phone and/or email contact
information, the written endorsement of two (2) members in
good standing, and/or other information determined by the
Board. Accompanying the application, the prospective member
shall submit dues for the current year as specified by the
Board of Directors.
Applications are to be filed with the
Secretary. Each application is to be read at the Regular
Membership meeting at which it is received, or if not received
at a meeting, at the next Regular Membership meeting following
its receipt. At the Regular Membership meeting following the
first reading, the application will be voted upon, and
affirmative votes of three-fourths (3/4 of the membership in
good standing present and voting shall be required to elect
the applicant to membership. Applicants for membership who
have been rejected by vote may reapply starting six (6) months
after such rejection.
Approved at the February 6,
2018 Membership Meeting, for implementation at the March 6,
2018 Membership Meeting 1
Section 3: Voting
Each
individual member in good standing shall have one vote on each
item of business which shall come before the membership for
vote, in any meeting at which the member is present. Proxy
voting and absentee voting will not be permitted at any
meeting or election. No member may vote whose dues are not
paid for the current year.
Section 4: Dues
Annual dues
shall be set by the Board of Directors. During the month of
December, the Treasurer shall send to each member a reminder
of the dues for the ensuing year. An announcement in the
monthly newsletter and/or an email notification will be
sufficient for this purpose.
Section 5: Termination of
Membership
Resignation: Any member in good standing may
resign from the Corporation upon written notice to the
Secretary.
Lapsing: A membership will be considered as
lapsed and automatically terminated if such member’s dues
remain unpaid 30 days after the first day of the calendar
year. However, the Board of Directors may grant an additional
30 days of grace to delinquent members at its discretion. In
no case may a person be entitled to vote at any meeting whose
dues are unpaid as of the date of the meeting. Members paying
after the lapse of the grace period shall apply for new
membership using the application process outlined in Section 2
above.
Article Three – Directors and Officers
Section 1:
Board of Directors
The Board of Directors (hereinafter
referred to as “The Board”) shall be comprised of the
President, Vice- President, Secretary, Treasurer, and two
Board Members at Large, all of whom shall be members in good
standing for their term of service on the Board. The initial
Board shall be made up of those individuals named as Board
Members in the Articles of Incorporation. Beginning with the
first Annual Meeting after incorporation (e.g., October 2018),
the Officers and one Board Member at Large shall be elected at
each Annual Meeting, and shall serve until their successors
are duly elected.
Section 2: Officers
The officers of
the Corporation consisting of the President, Vice-President,
Secretary, and Treasurer, shall serve in their respective
capacities with regard to both membership and its general and
annual meetings, and The Board and its meetings.
The
President shall preside at all meetings of the membership and
of the Board, and shall perform other such duties as are
incident to the office or are properly required of the office
by The Board.
The Vice-President shall exercise the
authority of the President in his/her absence and perform such
other duties as may be assigned by the President or
Board.
Approved at the February 6,
2018 Membership Meeting, for implementation at the March 6,
2018 Membership Meeting 2
The
Secretary shall be responsible for recording the minutes of
the membership and Board meetings. The Secretary shall
maintain other such records as may be required by the
President or The Board.
The Secretary shall also have
charge of the corporation’s correspondence, notify members of
meetings, notify new members of their election to membership,
and shall keep a roll of current members with their addresses
and contact information. The Secretary shall be responsible
for submitting the required forms and filings to the IRS and
State Corporation Commission. Additionally, the Secretary
shall carry out such other duties incident to the office as
the President may request, or The Board assign.
The
Treasurer shall collect and receive all monies due or
belonging to the Corporation. The Treasurer shall deposit
these monies in a bank designated by The Board in the name of
the Corporation. The books shall at all times be open to
inspection by The Board, and the Treasurer shall report to The
Board at every meeting the condition of the Corporation’s
finances and every item of receipt or payment not previously
reported. At the Annual Membership Meeting the Treasurer shall
render an account of all monies received and expended during
the previous fiscal year. There shall be an annual audit of
books as directed by The Board.
Section 3: Board
Members-At-Large
Two (2) additional Board Members-At-Large
shall each serve a staggered two (2) year term. At each annual
meeting, if the President is not re-elected or elected to
another officer position, the outgoing President shall assume
the position of the outgoing Board Member at Large, and shall
serve a two-year term in this position. If the president is
re-elected in the Annual Meeting, or is elected to another
officer position, then the outgoing Board Member shall be
replaced via election by the membership, and shall serve a
two-year term. If the outgoing president is elected to another
office, (s)he shall not have the right to automatically assume
a Board Member at Large position upon expiration of the other
office, (but may be elected as a Board Member at Large if
nominated and duly elected by the membership to replace the
outgoing Board Member).
Section 4: Elections
Elections
shall be held at the Annual Meeting of the Corporation. The
candidate receiving the greatest number of votes for each
office shall be declared elected.
Section 5: Vacancies in
Offices
Any vacancies occurring on The Board or among the
officers during the year shall be filled for the unexpired
term of office by a majority vote of The Board at its first
regular meeting following the creation of the vacancy, or at a
special Board meeting called for that purpose; except that a
vacancy in the office of President shall be filled
automatically by the Vice-President, and the resulting vacancy
in the office of Vice President shall be filled by The
Board.
Article Four – Meetings
Section 1: Board
Meetings
Regular Board Meetings: Regular meetings of the
Board of Directors may be held as needed on the first (1st)
Tuesday of each month, unless the date falls on a holiday. In
cases where a Board Meeting deviates from the first Tuesday,
written notice of a replacement meeting shall be provided to
all Board Members and the general membership by the Secretary
at least five (5) days prior to the date of the meeting. Email
and/or announcement in the monthly newsletter will serve this
purpose.
Approved at the February 6,
2018 Membership Meeting, for implementation at the March 6,
2018 Membership Meeting 3
Special
Board Meetings: Special meetings of The Board may be called by
the President, and shall be called by the Secretary upon the
receipt of a written request signed by at least two (2)
members of The Board. Written notice of such meeting shall be
provided to all Board Members by the Secretary at least five
(5) days prior to the date of the meeting, or electronic
notice shall be sent at least three (3) days prior to the date
of the meeting. Any such notice shall state the purpose of the
special meeting and no other business shall be transacted
thereat.
Quorum for Board Meetings: A quorum for a meeting
of The Board shall be a majority of the Board.
Section 2:
Membership Meetings
Annual and Regular Membership Meetings:
The Annual Membership Meeting shall be held on the first (1st)
Tuesday of October in each year. Regular Membership Meetings
shall be held as determined by the Board. Written notice of
both regular and annual membership meetings shall be provided
by the Secretary to all members at least three (3) days prior
to the date of the meeting. Announcement in the newsletter
and/or email may serve this purpose.
Special Membership
Meetings: Special membership meetings may be called by the
President, or by a majority vote of the members of the Board.
Special meetings shall also be called by the Secretary upon
receipt of a petition signed by 75% of the members of the
Corporation who are in good standing. Written notice of such a
meeting shall be mailed and/or emailed by the Secretary to all
members at least five (5) days prior to the date of the
meeting, and the notice shall state the purpose of the special
meeting, and no other business shall be
transacted.
Quorums: The quorum for the Annual Membership
Meeting and Special Meetings shall be the lesser of:
(a)
50% of the membership in good standing, or
(b) 20 members
in good standing.
The quorum for the Regular Membership
Meetings shall consist of those members in good standing
present. Proxy and absentee voting are not permitted at either
the Annual Meeting or Regular Membership Meetings.
Section
3: Place, Date, and Hour of Meetings
All meetings of the
Corporation, whether of the membership or of The Board,
whether regular or special, shall be held in or within
reasonable distance of Augusta County, Virginia, at such
place, date, and hour as may be designated by the person or
person authorized herein to call such a meeting.
Article
Five – Committees
Section 1: Committees
A Nominating
Committee, composed of at least two members in good standing,
shall be appointed by The Board each September to develop a
slate of at least one candidate for each officer position. The
Committee shall present this slate to the Annual Meeting of
the Corporation.
An Audit committee, composed of at least
two members in good standing, shall be appointed by The Board
each January to review the financial records maintained by the
Treasurer. The Audit Committee shall present a report to The
Board at or before the end of April.
Approved
at the February 6, 2018 Membership Meeting, for implementation
at the March 6, 2018 Membership Meeting 4
The
Board may appoint other Committees as deemed necessary.
Committees shall always be subject to the final authority of
The Board.
Section 2: Replacement
Any Committee
appointment may be terminated by a majority vote of The Board
upon ten (10) days’ written notice to the appointee(s); and
The Board may appoint successors to those appointees whose
services have been terminated.
Article Six – General
Provisions
Section 1: Calendar
The fiscal year of the
Corporation shall begin on the first (1st) day of January, and
end on the thirty-first (31st) day of December in each
calendar year.
Section 2: Amendments to Articles of
Incorporation or By-Laws Initiated by the Board
Amendments
to the Articles of Incorporation and/or By-Laws may be
proposed by a resolution of the Board of Directors. The
resolution shall be submitted to the membership at a regular
or special meeting. The written notice of the meeting shall
contain the date, time, and place, and must state that the
purpose of the meeting will include consideration of the
proposed amendment. The notice shall contain or be accompanied
by a copy of the proposed amendment. The notice shall be
provided to each member not less than twenty-five (25) days
nor more than sixty (60) days before the meeting.
Section
3: Amendments to By-Laws Initiated by Members
Amendments to
the By-Laws may also be proposed by a petition submitted to
the Board of Directors, signed by at least 20 members in good
standing. The Board may, at its discretion, pass a resolution
recommending for or against the amendment before presenting
the proposed amendment to the membership.
The proposed
amendment shall be submitted to the membership at a regular
membership meeting. The written notice of the meeting shall
contain the date, time, and place, and must state that the
purpose of the meeting will include consideration of the
proposed amendment. The notice shall contain or be accompanied
by a copy of the proposed amendment. The notice shall be
provided to each member not less than twenty-five (25) days
nor more than sixty (60) days before the meeting at which the
vote will be taken.
Section 3: Quorum for Votes on
Amendments to By-Laws and/or Articles of Incorporation
The
quorum required for a vote on any amendment to the Article of
Incorporation or By-Laws shall be “50% plus one” of the
organization’s paid membership in good standing. If a quorum
cannot be assembled for three consecutive Regular Membership
meetings, the amendment shall be voted upon at the next Annual
Membership Meeting, in which case the quorum for the Annual
Meeting (designated in Article Four Section 2 above) shall
prevail.
The amendment shall be adopted upon receiving
affirmative votes of more than two-thirds (2/3rds) of all
votes entitled to be cast at the meeting where the vote is
taken.
Approved at the February 6,
2018 Membership Meeting, for implementation at the March 6,
2018 Membership Meeting 5
Section
4: Failed Amendments
If a proposed amendment to the
Articles of Incorporation or By-Laws fails to pass at a
meeting where a quorum is present, the proposed amendment
shall be considered “Failed”, and shall not be re-introduced
until at least 180 days has elapsed after the negative vote
was made, at which time it may be reintroduced as a new
proposal for an amendment.
Article Seven –
Dissolution
The Corporation may be dissolved at any time by
recommendation of the Board of Directors, approved in writing
by more than two-thirds (2/3rds) of the members in good
standing. In the event of the dissolution of the Corporation,
whether voluntary or involuntary or by operation of law, none
of the assets of the Corporation shall be distributed to any
member, but after payment of all lawful debts of the
Corporation, its property and assets shall be given to a
charitable organization or organizations of the kind described
in Section 501(c)(3) of the Internal Revenue Code as amended,
such organization or organizations to be selected by the Board
of Directors.
Approved at the February 6, 2018
Membership Meeting, for implementation at the March 6, 2018
Membership Meeting
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