This page contains the bylaws for the Big Spring Amateur Radio Club (W5AW)

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April 09, 2012 BYLAWS OF THE Big Spring Amateur Radio Club A TEXAS NON-PROFIT CORPORORATION INTRODUCTION AND GOALS As persons interested in Amateur Radio, we wish to secure the pleasures and benefits of associating with other persons with a similar interest. For that reason, we have constituted ourselves as a corporation known as the Big Spring Amateur Radio Club, Inc., hereafter referred to as BSARC, and we enact these bylaws as our governing law. This document, and its future amendments, supercede all previous bylaws for BSARC upon ratification. Our goal is to promote Amateur Radio as a worthwhile and worldwide hobby, to promote the advancement of technical competence and operator skills in the art of Amateur Radio, and to serve the community by providing public service and emergency communications.
Article I
Principal Office 1.01 The principal office of Big Spring Amateur Radio Club, Inc., referred to here as BSARC, shall be located in Howard County, Texas. The corporation may have other offices as the Board of Directors shall determine. Registered Office and Registered Agent 1.02 BSARC will have and continuously maintain in the State of Texas a registered office with a registered agent at the same address as required by the Texas Non-profit Corporation Act. The registered office may be, but need not be, identical with the principal office of BSARC, and the address of the registered office may be changed from time to time by the Board of Directors.
Article II
2.01 All persons interested in Amateur Radio shall be eligible for membership. 2.02 The Club shall offer five (5) basic Plans of membership Full Membership Available to any person holding a valid Amateur Radio license. This membership enjoys all privileges of the Club. B. Student Membership Available to any full-time student at a rate one-half (˝) that of Full Member. Must hold an Amateur Radio license. C. Family Membership Available to all persons, in a Full Member's immediate household, who also hold a valid amateur radio license. This membership enjoys all privileges of the Club. Dues will be one-half (˝) those of Full Member. D. Associate Membership Available to any person who does not hold an Amateur Radio license, but exhibits an interest in Amateur Radio. This membership enjoys all the privileges of the Club except the rights to vote and to hold office. Dues will not be charged. E. Honorary and or Senior Life Member Presented to persons so designated by the Board of Directors and a quorum vote of the membership present at a Regular meeting. This membership enjoys all the privileges of the Club . Conditions of Membership 2.03 A prospective member shall complete an application for membership and shall present same, with current dues, to the Membership Chairman or the Treasurer for acceptance. Loss of Membership 2.04 A member shall lose his membership upon failure to renew said membership within sixty (60) days following January 1. 2.05 A member may lose his membership for any of the following reasons: If he performs or has performed in such a manner as to bring discredit to the Club. B. If he converts BSARC property or facilities to personal use without the written permission of the Board of Directors or otherwise demonstrates disloyalty to the Club. C. If he loses his Amateur Radio license as an action of the courts or the Federal Communications Commission. D. Upon written petition and signed by five (5) members, the Membership Chairman will investigate any charges made against a member, as specified in A, B, or C above, which could cause him to lose his membership. The findings and recommendations of the Chairman will be made known to the Board of Directors. If the findings warrant, the Board of Directors will cause them to be presented to the membership at the next Regular meeting and a vote will be taken at that time. A two-thirds (2/3) majority of the voting members present will be required to eject a member Dues 2.06 BSARC dues will be determined from time to time as deemed necessary by the Board of Directors. These dues set by the Board may be repealed by a majority decision by voting members at a regular club meeting, provided a quorum is present. 2.07 Dues shall be payable on the first day of January each year. 2.08 New Member's dues shall be prorated as follows: From January 1 to July 1, the annual dues shall be paid in full. After July 1, annual dues for the remainder of the year will be fifty percent (50%) of the dues for a full year. Dues payable by a renewing member shall not be prorated. Delinquent Members 2.09 Non-payment of annual dues by the renewal date shall result in termination of membership. Members who are delinquent in dues may not vote or hold office. Those who are delinquent more than 60 days will have their membership revoked. Membership will be reinstated upon payment of the current full-year dues. 2.10 There shall be no membership dues credit for any donation to the Club of materials, equipment, or services. 2.11 A member may withdraw from membership at any time, but if he does so, any dues or assessments paid in advance will be forfeited. 2.12 Special assessments must be voted by the Board of Directors and ratified by a 51% majority of the voting membership present at any Regular meeting. 2.13 The fiscal year is one calendar year and begins on January 1. The new officers shall assume full duties at this time.
Article III
MEETINGS OF MEMBERS Annual Meeting 3.01
An annual meeting will be held at the regular meeting in November of each year to elect Officers. If the election is not held on the day designated for the annual meeting, the Board of Directors shall cause the election to be held at the next regular meeting of the members or in a specially called meeting. Regular Meetings 3.02 Regular meetings shall be held at least once a month at a predetermined time and place. Verbal notification of changes in either location or time of meetings will suffice if announced at a previous regular meeting, announced on scheduled Club nets on the air, or printed in the club newsletter. Special Meetings 3.03 Special meetings of the membership may be called by the President, the Board of Directors, or a minimum of ten (10) voting members. Such meetings will be held in the local area for the convenience of the membership. Notice shall be given to each voting member not less that 48 hours before the meeting, stating the place, day, time, and purpose of any special meeting. If this notice is mailed, it shall be deemed to have been delivered if deposited in the United States mail four days before the meeting, and addressed to the member’s current address of record with the Club. Quorum 3.04 A quorum shall consist of a minimum of 51% of the voting members present at the regular meeting including duly written proxy votes witnessed by at least two (2) other voting members. 3.05 Club President / Board of Directors President not allowed to vote except as tie breaker.
Article IV
BOARD OF DIRECTORS General Powers 4.01
The affairs of BSARC are managed by the Board of Directors. Directors must be Full voting members. 4.02 It shall be the responsibility of the President with the concurrence of the Board of Directors to appoint, oversee, or remove non-elected positions. Nature and Tenure of Board Members 4.03 The Board will consist of the current and immediate past Officers, , the President, the Vice-President, the Secretary, the Treasurer ,and one member elected at large to serve a two year term. 4.04 If a vacancy should occur prior to June 30, a special election will be called by the Board of Directors to fill the remaining term. If the vacancy occurs after June 30, the Board of Directors shall fill the vacancy with a member of the Board’s choice. Annual Meetings of the Board 4.05 A regular annual meeting of the Board of Directors shall be held in conjunction with the annual meeting of the members, or at another time within thirty (30) days of the annual meeting of the membership. The Board of Directors may set the time and place for additional regular meetings of the Board without other notice than specified by these bylaws. Special Meetings of the Board 4.06 Special meetings of the Board of Directors may be called by the President or any three Directors. Emergency Action by the Board 4.07 Emergency action may be taken by the Board of Directors without a meeting if verbal or written consent is obtained from a quorum of Directors, after a reasonable attempt has been made to contact all board members. If the consent is verbal, subsequent written consent will be provided upon challenge by any member. Board Minutes 4.08 Minutes of all deliberations of the Board of Directors will be kept and made available for examination by members within 30 days of written request request. Board Quorum 4.09 A majority constitutes a quorum for the transaction of business by the Board at any regular or special called meeting of the Board of Directors. Validity of Action 4.10 The act of a majority of the Directors present at any meeting with a quorum shall be the act of the Board of Directors, unless otherwise stated by these bylaws. Limitations of Power of the Board of Directors 4.11 A majority vote at any regular meeting can nullify or overturn actions of the Board of Directors provided that a quorum is present. The Directors are always responsible to the general membership.
Article V
Qualification for Office The President and Vice-President shall have been the holder of a valid Amateur Radio License for at least two (2) years, and a Full Member of the Club for at least one (1) year immediately preceding nomination for office. A member of the Board of Directors shall have been the holder of a valid Amateur Radio License for at least two (2) years, and a Full Member of the Club for at least one (1) year immediately preceding nomination for office. All elected officers and directors shall be licensed Amateur Radio Operators and shall be Full members of BSARC. All perspective office holders must have attended at least 1/2 of the regularly scheduled meetings in the previous year Elected officials will be limited to (2) two consecutive terms for each office. Nominations 5.02 Nominations Committee The President shall appoint three members to the Committee, only one of which is a member of the board, for the purpose of investigating, and determining qualifications, and, thereby selecting a nominee for each elective office who, in their opinion, will best serve as officials of BSARC during the coming year. The committee will select at least one nominee for each elective office. The Committee will be appointed not later than the August BSARC meeting each year, and will place their nominees on the ballot when nominations are made. The committee’s list of nominees will be published at the club’s September meeting in the form of a ballot. Floor Nominations 5.03 The President will accept nominations from the floor for each elective office. 5.04 Upon nomination from the floor or upon presentation of the nomination by the Nominating Committee, all nominees for the offices of President and members of the Board of Directors, shall, during the Regular meeting at which nominations take place, publicly accept or decline the nomination. Motions to close nominations shall not be accepted until all parties wishing to make nominations have been heard. Balloting Procedure 5.05 Upon completion of the nominations by the Nominations Committee, ballots will be prepared, listing the nominees for each office and with a blank space for write-in candidates. 5.06 A member eligible to cast a vote in the Election of Officers is one who has been a member of the club for at least 90-days prior to the election, and is in good standing with the club. Each voting member may vote for a maximum of one individual for each office. 5.07 Election of BSARC Officials will be held at the regular November club meeting. The Secretary and/or the Membership Chairman shall determine voting eligibility. Voting will be by written ballot, which may be submitted by E-mail, or the member may bring his ballot to the November meeting. Extra ballots shall be available at the November BSARC meeting for voting members needing them. Unless signed by a member’s name and call sign, an E-mailed in ballot will be discarded since voting eligibility cannot be established. 5.08 The nominee receiving a majority of votes for each office shall be declared elected. A runoff vote will be taken if needed. Elected officials will be installed at the beginning of the regular January club meeting. Vacancies 5.09 Vacancies in an elective office will be filled at the first regular meeting after the vacancy occurs. When filling vacancies on the Board of Directors or for club officers, nominations shall be accepted from the floor for the vacated office. Motions to close nominations shall not be accepted until all parties wishing to make nominations have been heard. 5.10 The nominee receiving a majority of votes by secret ballot shall be declared elected to fill the remaining term of the vacated office. A runoff vote will be taken if needed. The elected person shall assume the duties of the vacated office immediately. Removal from Office 5.11 Any Officer may be recommended for removal from office when five (5) members submit a petition to the Board of Directors. If the findings warrant, the Board of Directors will cause said findings to be presented to the membership at the next Regular meeting. A vote will be taken at that time by secret ballot. A three-fourths (3/4) majority of the voting members present will be required to remove an Officer from office provided that a quorum is established and due process is followed. 5.12 If any member of the Board of Directors shall miss four (4) regular board meetings in a calendar year or three (3) regular board meetings in succession, such position shall automatically be declared vacant and shall be filled at the next regular Club meeting as set forth in paragraph 5.10 above. Officers 5.14 Officers of BSARC must be fully qualified votingmembers and shall be the President, Vice President, Secretary, and Treasurer. Officers may hold only one office at a time except that the offices of Treasurer and Secretary may be combined. Term of Office 5.15 The officers of BSARC shall be elected for a one year term by written ballot at the annual meeting. The new officers will assume office on January 1. Election of Officers 5.16 The Officers and Directors will be elected by the members at the annual meeting of the membership in accordance with the provisions of these bylaws, Articles 5.01 through 5.09. Each officer and director will hold office until their successor has been elected and has assumed office. Vacancies 5.17 Vacancy in any club elective office shall be filled as prescribed in Article 5.10 of these bylaws. A vacancy in the office of President will be filled by the Vice President as prescribed in Article 5.20. President 5.18 The President serves as the chief executive officer and presides at all meetings of the members and of the Board of Directors. In the absence of the President, proceedings of these BSARC meetings shall be directed by the senior elected member present. Any decision of the presiding officer may be overruled by a majority of the voting members present. The President may sign, with the Secretary, Treasurer or other designated officers, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in a case where the Board of Directors has delegated such responsibility to some other agent of BSARC. The President appoints members to committees and recurring positions. . Vice President 5.19 If the President is absent or unable to act, the Vice-President will perform the duties of President, and when so acting, will have the powers of and be subject to the restrictions of President. The Vice-president will perform other duties as assigned by the President or the Board of Directors. If the office of President becomes vacant, the Vice-President will assume that office and its duties. Secretary 5.20 The Secretary will keep the minutes of the meeting of the members and Board of Directors in one or more books provided for that purpose, give all notices according to the provisions of these bylaws or as required by law, be custodian of the corporate records, see that a register is kept of the addresses of each member, and maintain a current inventory of club possessions. The Secretary will prepare a summary of the highlights of the previous regular meeting and Board of Directors meeting(s) for distribution at the next regular meeting. Treasurer 5.21 The Treasurer will be responsible for all funds and securities of the club; receive and give receipts for money due and payable to the club from any source, and deposit all such money in BSARC accounts. The Treasurer will prepare a summary of the fiscal highlights of the previous regular meeting and Board of Directors meeting(s) for distribution at the next regular meeting. The treasurer’s report shall not be given to non-members or made available through electronic distribution unless specifically directed to do so by the Board of Directors.
Article VI
RECURRING POSITIONS Program Chairman 6.01
The Program Chairman will be in charge of all programs presented at regular club meetings. Primary emphasis should be given to programs that advance the understanding of Amateur Radio. Repeater Trustee 6.02 The Repeater Trustee will maintain the W5AW club license, and serve as control operator for the BSARC repeaters and special event stations operating under this license. For this purpose the Trustee should hold an Amateur Extra Class license. Bulletin Editor 6.03 The Bulletin Editor will gather relevant information and publish the BSARC newsletter at an ongoing interval set by the Board of Directors. Technical Director 6.04 The Technical Director is responsible for the ongoing maintenance and operation of the BSARC repeaters. Public Information Officer 6.05 The Public Information Officer will provide meeting and special event announcements, and seek suitable media coverage of BSARC events through the local press, radio, and television. Also, the PIO will provide reports of newsworthy local Amateur Radio activities to national Ham magazines. Emergency Coordinator 6.06 The Emergency Coordinator will develop and train BSARC volunteers to serve in times of emergency, and will serve as the official liaison between BSARC and other organizations which provide emergency services. ARRL Liaison 6.07 The ARRL Liaison will facilitate communications between BSARC and the ARRL. Also, will recruit ARRL members and give regular reports on important ARRL news events through the BSARC newsletter or regular club meetings. Membership Chairman 6.08 The Membership Chairman will conduct BSARC’s membership recruitment and retention efforts. He will maintain an up-to-date roster and mailing list of club members. He may form a committee as needed to assist him and would be chairman of any such committee. Education Chairman 6.10 The Education Chairman will develop and present materials, seminars, newsletter articles, meeting programs, or other presentations he deems appropriate for enhancing the technical and operating skills of the membership. He may form a committee as needed to assist him and would be chairman of any such committee.
Article VII
The President, Board of Directors or members may authorize the appointment of a committee for a designated purpose. When the purpose is satisfied the committee will be discharged by the body that constituted it. Term of Appointment 7.02 Each member of a committee shall continue in service until the end of the fiscal year unless discharged earlier. Quorum of a Committee 7.03 Unless otherwise provided in the resolution designating the committee, a majority of the whole committee shall constitute a quorum .
Article VIII
The membership may authorize in writing any person to enter into any contract or to execute other instruments on behalf of BSARC. Such authority may be specific or general. BSARC will not assume responsibility for non-approved indebtedness incurred by any member. Checks and Drafts 8.02 The President has singular authority to authorize expenditures and make payments of $250 or less on his own authority. Amounts beyond this level must be approved by the general club membership. 8.03 All checks, drafts, or orders for the payment of money, notes, or other forms of indebtedness issued in the name of the club will be signed by the Treasurer and individually reported to the members at its next meeting. Deposits 8.04 All funds of BSARC shall be deposited in the name of the club in banks, trust companies, or other depositories as the Board of Directors may select. Books and Records 8.05 BSARC shall keep complete and accurate books and records of accounts and minutes of its proceedings. Also, BSARC shall keep at the registered or principal office a record giving the names and addresses of its members. All books and records of BSARC will be made available for inspection by any member upon reasonable request at the next regularly scheduled meeting. Annual Audit 8.06 The records of the Treasurer shall be audited at the end of the fiscal year by two persons appointed by the Board of Directors. The auditors may be non-members, but shall not be Directors. The auditors will report by the March meeting.
Article IX
PROVISION OF NOTICE Access to Bylaws 9.01
The Secretary shall provide a copy of these bylaws to members or perspective members upon completion of application or if requested sooner. Amendments to Bylaws 9.02 These bylaws may be amended at any regular meeting, provided that the intent to amend and the proposed amendments were stated to the membership in written form at least one month prior. Rules and Regulations 9.03 In all matters regarding rules, regulations, and Amateur Radio operating practices, the latest governing version of Part 97 of the Rules and Regulations of the Federal Communications Commission shall be considered the final authority when applied to the conduct of BSARC members or to these bylaws. signed by the members present this date:______________________________________

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