[DRAFT] SARC Bylaws NEW

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Salem Amateur Radio Club — By-Laws Adopted November 21, 2014

ARTICLE I. NAME
ARTICLE II. PURPOSE
ARTICLE III. MEMBERSHIP
ARTICLE IV. MEETINGS
ARTICLE V. BOARD OF DIRECTORS
ARTICLE VI. OFFICERS
ARTICLE VII. ELECTIONS
ARTICLE VIII. APPOINTMENTS
ARTICLE IX. TRUSTEES
ARTICLE X. DISBURSEMENT AUTHORIZATION
ARTICLE XI. RULES OF ORDER
ARTICLE XII. AMENDMENTS

Attachments

Standing Rules

BY-LAWS

ARTICLE I. NAME

As stated in the Articles of Incorporation, the name of this organization shall be SALEM AMATEUR RADIO CLUB, hereinafter referred to as the “Club” or “SARC.”

ARTICLE II. PURPOSE

SECTION 1

The SARC is a non-profit corporation chartered in the State of Oregon for the purpose of activities related to Amateur Radio: by fostering education in electronic communication as it applies to amateur radio, by the development of individual efficiency, by promoting interest in amateur radio communication and experimentation, by the furtherance of public welfare, by promoting cooperation among its membership and with other organizations, by adopting and pursuing a program of community service, and by presenting a means of social interaction for radio amateurs.

SECTION 2

In carrying out its purposes, this Corporation shall have all the powers to engage in any lawful activity conferred by law on Oregon non-profit corporations and such additional powers as may be reasonably inferred and as are not inconsistent therewith.

SECTION 3

SARC is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Service, or corresponding section of and future federal tax code.

ARTICLE III. MEMBERSHIP

SECTION 1

No part of the principal or income from the properties of this Corporation shall ever inure to the benefit of any individual, officer, director or member of this Corporation or to any donor of this Corporation. All of the assets which may come into the possession of this Corporation shall be forever dedicated to the purpose of the Corporation, except for ordinary and reasonable administrative expenses. In the event of dissolution of the Corporation, the assets then in the possession of the Corporation shall be devoted to the aims and purpose of the Corporation, is set forth in ARTICLE II, Section 1 hereof, and in such a manner as may be determined by the Executive Board of this Corporation at the time of any such dissolution, in accordance with any applicable IRS laws.

SECTION 2

Membership in the Club shall be open to all persons interested in promoting Amateur Radio for the purposes stated in the Articles of Incorporation.

(a) There shall be no restrictions.
(b) Membership shall be by an application and payment of dues.

SECTION 3

Dues Schedule:
(a) The amount of dues shall be set by the Board of Directors and shall take effect when confirmed by a majority of voting members present at a regular meeting. Prior to said meeting, the Board shall cause a notice of such dues vote to be sent to each member of record at least one week in advance of said meeting.
(b) Dues shall be due and payable with application for membership. Renewal dues are due and payable by the first day of the calendar month following the month of expiration. Example: A member’s application and dues are received on April 7. His or her membership is considered to be in good standing through June 30th, of the following year and renewal dues are due and payable on July 1st.

SECTION 4

A “member in good standing” is one whose dues are paid and who abides by the by-laws of the Club. A member whose dues are in arrears three (3) months or more, will be considered inactive and dropped from the membership roll.

SECTION 5

A “voting member” is any member in good standing who holds a valid amateur radio operator’s license and whose dues have been paid for at least twenty-eight days.

SECTION 7

A “family member” shall be the spouse/partner or minor child of a Full or Associate Member of the same household. Family Members shall pay a prorated amount of the Annual dues, the amount of which is to be determined by the Executive Board. A Non-Licensed FAMILY MEMBER shall not have a vote in the proceedings or hold an Executive Board position of the Club, but may serve on the Standing Committee not directly involved in on-the-air activities. Upon receipt of a license from the Federal Communications Commission, a non-licensed FAMILY MEMBER will become a “voting member”, upon contacting the Membership Secretary.

SECTION 8

An “associate member” shall be an unlicensed individual who has a genuine interest in Amateur Radio and who shall pay the full amount of annual dues. An Associate Member shall not have a vote in the proceedings of the Club, but may serve on the Standing Committee not directly involved in on-the-air activities. Upon receipt of a license from the Federal Communications Commission, an “associate member” will become a “voting member”, upon contacting the Membership Secretary.

SECTION 9

A “youth member” shall be a licensed amateur under the age of eighteen (18) years of age. A Youth Member may not vote or hold office, but may serve on a Standing Committee. A Youth Member shall pay a reduced amount of the annual dues defined in the Standing Rules.

SECTION 10

Alife member” is a member in good standing who is actively involved in club activities for a minimum of five (5) continuous years, They must be nominated and approved by a vote of the Board of Directors. A Life Member has all the privileges of a Full Member or Associate Member, dependent on licensure status. A Life Member shall pay no dues.

SECTION 11

Any membership may be canceled for good cause by unanimous action of the Board.

SECTION 12

All members shall return any and all equipment owned, operated, or in the name of SARC upon request of the board.

SECTION 13

No member may alter, deface, abuse, rename, claim ownership of, or remove SARC labeling without approval from the Board, authorization from committee membership, or through an authorized transaction.

ARTICLE IV. MEETINGS

SECTION 1

Meetings. Regular meetings shall normally be held each calendar month at such place as the Board shall determine. Special meetings may be called at the discretion of the Board.

SECTION 2

Meeting Dates. The regular meeting of the Club shall be held on the fourth Tuesday of each month.

SECTION 3

Quorum. At any meeting, as defined in Section 1 above, ten percent (10%) of the voting members shall constitute a quorum.

SECTION 4

The General Membership shall meet once a month (allowing for holidays), on the 4th Tuesday at a generally agreed upon place. The time and location of all meetings of the General Membership shall be announced at least ten days in advance whenever possible if location or date is changed.

ARTICLE V. BOARD OF DIRECTORS

SECTION 1

As provided in the Articles of Incorporation, all business and affairs of the Club shall be under the direction and control of the Board of Directors, herein referred to as the “Board.” Duties of the individual directors shall include responsibility for serving as committee chairpersons and performing such other administrative and/or technical functions as may be agreed between them and the President.

SECTION 2

All members of the Board shall be members of the Club in good standing and shall hold a valid Amateur Radio operator’s license issued by the Federal Communications Commission.

SECTION 3

The Board shall consist of eleven (11) members, of whom four(4) shall be the Officers specified in Article V and seven (7) Directors-at-large. One of the Directors-at-large shall be, with their concurrence, the immediate past president of the Club, unless he or she shall be a current Officer.

SECTION 4

Term of Office. Each Officer and Director-at-large shall hold office for a period of one year, and until resigned, re-elected or replaced by a successor.

SECTION 5

Quorum. Seven (7) members of the Board shall constitute a quorum.

SECTION 6

Vacancies. A vacancy on the Board shall be filled by appointment by the Board of a qualified individual for the unexpired term involved. In the event of a vacancy, a quorum shall be considered 6, except president who will serve as the tie breaker.

SECTION 7

Action Taken Between Board Meetings. In case an action is required to be taken by the Board between meetings, such action shall be by consent of all of the Board Members, individually or collectively, in writing, to such action. Such written consent or consents shall be filed in the minute book of the Board.

SECTION 8

Standing Rules Adopted by Board. The Board may prescribe by adoption of standing rules, not in conflict with the law or these By-laws, any procedures necessary for carrying out the Board’s responsibilities.

ARTICLE VI. OFFICERS

President
The President shall preside at all meetings of the Club, shall be chairman of the Board, and shall be an xofficio member of all of the committees, except the nominating committee(s).

Vice- President
The Vice-President, in absence of the President, shall perform the duties pertaining to the office of the President and shall serve as Chairman of the Program/Activities Committee.

Secretary
The Secretary shall keep a record of the proceedings of all meetings, carry on all necessary Club correspondence and mail written notices to members announcing special meetings of the Club. and By-laws, which shall be available for inspection by members, upon request, at reasonable times. They shall compile, update yearly and publish a list of standing rules which shall have been adopted by the Board.

Chief Financial Officer (CFO)/Treasurer
The Chief Financial Officer shall be specifically responsible for all monies of the Club. He or she shall pay all bills approved by the President, or Secretary in the President’s absence, and in accordance with the Board’s policy for reimbursement of expenses reasonably incurred in the course of Club business, maintain a roster of members, the safekeeping of the official copies of the Articles of Incorporation, collect all monies, handle banking, and keep adequate financial records of all such transactions and of other types of records which reflect the net worth and financial position of the Club. The Chief Financial Officer shall be responsible for the correct and timely performance of any accounting services secured by the Club pursuant to Board action. The Chief Financial Officer shall prepare budgets for the Board’s approval, and keep the Board currently informed concerning expenditures in relation to budgeted items.

If an Officer or Director is indicted for a felony or serious misdemeanor offense in Federal, State, or Local proceedings and such offense occurred in the ostensible transaction of SARC business, such Officer or Director shall be suspended immediately from office. Upon conviction, they shall be removed from office and a special election shall take place to fill the vacancy

ARTICLE VII. ELECTIONS

SECTION 1

Officers and Directors shall be elected by a majority of votes duly cast by the voting members at the annual meeting of the Club, held in May of each year or, if a quorum is not present, then at the next regular or special meeting called for the purpose, notice of any such meeting having been sent to each voting member in advance of the meeting.

SECTION 2

Right to Vote. Each voting member (as defined in Article II) shall be eligible to vote and to cast one ballot in person or by written proxy.

SECTION 3

Voting Procedure. Voting shall be by printed ballot unless otherwise determined by the President or presiding officer at the meeting. Printed ballots shall be distributed to voting members after validation of their membership by the membership chairperson.

SECTION 4

A nominating committee appointed by the President with concurrence of the Board, shall meet prior to the election to consider and submit the names of qualified candidates for nomination as officers and directors, at the April Club meeting next preceding the election and to all voting members in advance of the election. Additional nominations may be made from the floor prior to the election.

SECTION 5

A newly elected Officer or Director shall take office on July first of the term for which elected, unless appointed to fill a vacancy, in which case he or she shall take office immediately upon his or her appointment.

SECTION 6

Removal or Resignation. Any Officer or Director may be removed from office by an affirmative vote of two-thirds of the voting members present at a regular meeting. Any Officer or Director may resign by written notice to the Board of the Club. Such resignation is effective upon receipt by the Club at its usual address or email. Acceptance of such notice is not necessary to make it effective.

ARTICLE VIII. APPOINTMENTS

Except as to Officers who are members of an Executive Committee, the President may, with the concurrence of the Board, appoint committee chairpersons, committee members, and such other appointive officers as may be deemed advisable, with such responsibilities and terms as may be determined. Such appointments may, but need not be, limited to members of the Board unless otherwise specified by these By-laws.

ARTICLE IX. TRUSTEES

Section 1: The Board shall appoint such a Trustee or Trustees as shall be necessary to conduct negotiations with the Federal Communications Commission (F.C.C.) on any and all matters pertaining to the issuance and maintenance of Amateur Radio Station licenses issued to the Club. The Trustee(s) shall be responsible for the Club’s compliance with the rules and regulations prescribed by the Federal Communications Commission relative to the operation of the Club’s radio station(s) and equipment, and shall have sole authority over the use of said equipment where F.C.C. regulations pertain. They shall act as the Club’s liaison with the A.R.R.L. and coordinating councils concerning Amateur Radio frequency spectrum allocation and use. All actions of the Trustee(s) shall be under the direction and control of the Board.

Section 2: A Trustee shall hold office until the expiration date of the Club station license for which they are responsible, or until they are no longer willing or able to serve, or until a successor is appointed by the Board.

ARTICLE X. DISBURSEMENT AUTHORIZATION

Checks drawn on any checking account of the Club and any withdrawal orders on any savings account of the Club shall bear the signature of the Chief Financial Officer and of the President or Vice-President. Incidental items of under $300 may be completed with one signature and approval from the President or Vice-President. In the absence of the Chief Financial Officer, the signatures of the President and the Vice-President shall be required. All expenditures shall be accounted for by check with the exception of petty cash, which shall be accounted for by voucher for all expenditures.

ARTICLE XI. RULES OF ORDER

Roberts Rules of Order shall be used as a guide for governing proceedings of the Club in all cases to which they apply and in which they are not inconsistent with these By-laws.

ARTICLE XII. AMENDMENTS

SECTION 1

Any member in good standing may propose amendments to these By-laws. . Notice of the proposed amendment shall be submitted in writing at a previous regular meeting and/or sent to each voting member in advance of the meeting at which it is to be voted upon. Approval of such amendments shall be by a two-thirds majority of the votes duly cast by voting members.

SECTION 2

Changes regarding grammar, punctuation, typographic errors or formatting that do not affect the content of these Bylaws may be approved by a majority vote of the Executive Board


History(SBARC): The amended By-laws were adopted by Action of the Board of Directors on 6/10/98 and 9/9/98 and ratified by two-thirds majority of voting members at the regular meeting of October 16, 1998. They were amended by a two-thirds majority of voting members at the regular meeting of September 15, 2000. The amended By-laws were previously adopted by a vote of the General membership at the regular Club meeting on 20 October 1995 and 17 November 1995. Approved changes to the document were previously

HISTORY

History: The original SARC Bylaws were adopted in 1952. Modified in 2001, 2011, 2015, and 2019. The updated format is more organized and readable in 2022 and has been modified substantially to retain the history of the clubs original rules. Thank you to SBARC for their development of the Bylaws and Standing Rules.


approved on 19 May 1989 and 15 October 1982. The original by- laws were amended on 15 April 1977.

History(SBARC): The amended By-laws were adopted by Action of the Board of Directors on 6/10/98 and 9/9/98and ratified by two-thirds majority of voting members at the regular meeting of October 16, 1998. They were amended by a two-thirds majority of voting members at the regular meeting of September 15, 2000. The amended By-laws were previously adopted by a vote of the General membership at the regular Club meeting on 20 October 1995 and 17 November 1995. Approved changes to the document were previously.