Salem Amateur Radio Club — By-Laws Adopted November 22nd, 2022.
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
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
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 any future federal tax code.
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 Board of Directors of this Corporation at the time of any such dissolution, in accordance with any applicable IRS laws.
ARTICLE III. MEMBERSHIP
SECTION 1
Membership in the Club shall be open to all persons interested in promoting Amateur Radio for the purposes stated in these Bylaws.
(a) There shall be no restrictions based on race, color, religion, sex, sexual orientation, gender identity, national origin, or disability.
(b) Membership shall be by an application and payment of dues.
SECTION 2
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 July on an annual basis.
SECTION 3
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 4
A “Voting Member” is any member in good standing, other than a Youth Member, who holds a valid amateur radio operator’s license and whose dues have been paid for at least twenty-eight days.
SECTION 5
A “Family Member” shall be the spouse/partner or minor child of a Voting Member 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 Board of Directors. A Non-Licensed Family Member shall not have a vote in the proceedings or hold a position on the Board of Directors, but may serve on committees not directly involved in on-the-air activities. Upon receipt of a license from the Federal Communications Commission, a non-licensed Family Member will automatically become a Voting Member.
SECTION 6
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 committees not directly involved in on-the-air activities. Upon receipt of a license from the Federal Communications Commission, an Associate Member in good standing will automatically become a Voting Member.
SECTION 7
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 committees. A Youth Member shall pay a reduced amount of the annual dues.
SECTION 8
A “Life Member” is a member in good standing who is actively involved in club activities for a minimum of five (5) continuous years, 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 9
Any membership may be canceled for good cause by unanimous action of the Board.
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. 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.
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.
ARTICLE V. BOARD OF DIRECTORS
SECTION 1
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 VI 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. The immediate past president shall serve a term of one year.
SECTION 4
Term of Office. Six of the Directors-at-large shall hold office for a period of two years, and until resigned, re-elected or replaced by a successor. Three of these directors are to be elected in even-numbered years and three in odd-numbered years. A seventh Director-at-large shall be elected to serve a one-year term should that position not be filled by the immediate past president.
SECTION 5
Vacancies. A vacancy on the Board shall be filled by appointment by the Board of a qualified individual for the unexpired term involved or until the next regular election, whichever occurs first.
SECTION 6
Quorum. Seven (7) members of the Board shall constitute a quorum.
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
SECTION 1
President. The President shall preside at all meetings of the Club, shall be chairman of the Board, and shall be an ex-officio member of all of the committees, except the nominating committee(s).
SECTION 2
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.
SECTION 3
Secretary. The Secretary shall keep a record of the proceedings of all meetings, carry on all necessary Club correspondence and assure that notices to members are communicated in a timely manner. The Secretary shall compile, update yearly and publish a list of standing rules adopted by the Board. The Secretary shall ensure that these Bylaws and standing rules are published on the Club website and made available to any Member on request.
SECTION 4
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.
SECTION 5
Term of Office. Officers shall office for a period of one year, and until resigned, re-elected or replaced by a successor.
SECTION 6
Vacancies. A vacancy in an Office shall be filled by appointment by the Board of Directors of a qualified individual for the unexpired term involved.
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. Tie votes will be decided by lot.
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 eligibility to vote.
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. In the event that 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.
ARTICLE VIII. COMMITTEES
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 Bylaws.
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 Bylaws.
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 Board.
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 Club’s original rules. Thank you to SBARC for their development of the Bylaws and Standing Rules.
