EASTERN MICHIGAN AMATEUR RADIO Club, Inc.
BYLAWS
(hereafter referred to as “Corporation”)
ARTICLE I – MEMBERSHIP
Membership in this Corporation will be composed of 2 categories:
Section 1. Voting Members: All members in this category will hold a current radio amateur operator’s license.
Section 2. Non-Voting Members: Associate Member. This membership is available to those people who express an interest that matches the goals of this Corporation.
ARTICLE II – MEMBERSHIP ACCEPTANCE
Section 1. To become a member in good standing of this Corporation a person must:
A. Complete the Application for Membership form.
B. Show current FCC Amateur Radio License.
C. Submit the proper annual dues.
ARTICLE III – DUES & RENEWAL OF MEMBERSHIP
Section 1. Dues will be levied on an annual basis. Renewal of membership will be submitted on the Membership Form provided. The membership year will be from January 1“ through December 31“ of each year. Dues assessment will be approved by the board of Directors and then approved at the next meeting by a 2/3 majority of the membership.
Section 2. Dues will be prorated (quarterly) for the year a member first joins the Corporation.
Section 3. There will be no membership dues credit for the donation of materials and/or equipment.
ARTICLE IV – RIGHTS OF MEMBERSHIP
Section 1. Members, in good standing, will be entitled to one (1) vote for each member. Members will be entitled to make procedural requests during meetings of the Corporation.
Section 2. All members will be entitled to discuss their concerns and viewpoints on issues.
Section 3. All members will receive publications of the Corporation.
ARTICLE V – TERMINATION OF MEMBERSHIP AND REMOVAL FROM OFFICE
Section 1. Membership in the Corporation will automatically terminate sixty days into the membership year if dues for the current year have not been paid and/or the renewal form has not been submitted.
Section 2. Membership in the Corporation may also be terminated by a member at his or her own request.
Section 3. Conduct which brings discredit upon this Corporation or amateur radio will be grounds for termination of membership in this Corporation provided the completion of the following procedures:
A. Written notice to the member by the Board of Directors stating the reason(s) for the termination and stating a place and time the member will be heard to plead an objection to the Board of Directors.
B. Holding the meeting indicated in the written notice and hearing any objections from the member.
C. Referral of the termination ruling by a two-thirds (2/3) majority vote of the Board of Directors.
D. Approval of the termination by a two-thirds (2/3) majority vote of the voting membership present at the next membership meeting.
Section 4. An officer of the Corporation will be removed from office under any of the following conditions:
A. The person is no longer a member of the Corporation.
B. The person notifies the Board of Directors in writing of his or her resignation from the office.
C. Failure to perform the duties of the office or conduct which brings discredit upon this Corporation or amateur radio will be grounds for removal from office in this Corporation provided the completion of the following procedures:
(1) Written notice to the member by the Board of Directors stating the reason(s) for the removal from office and stating a place and time the member will be heard to plead an objection to the Board of Directors.
(2) Holding the meeting indicated in the written notice and hearing any objections from the member.
(3) Referral of the removal from office ruling by a two-thirds (2/3) majority vote of the remaining members of the Board of Directors.
(4) Approval of the removal from office by a two-thirds (2/3) majority vote of the voting membership present at the next membership meeting.
ARTICLE VI – OFFICERS
Section 1. The officers of this Corporation will be: President, Vice President, Secretary, Treasurer and one Member-at-Large to the Board of Directors (see Article VIII Section 2 to determine the correct number). Each officer must be a voting member of the Corporation in good standing.
Section 2. The officers of this Corporation will be elected for a term of approximately one (1) year that begins at the first meeting of the next calendar year and ends on December 31 of said year; or resignation from office; or removal from office; or termination of membership of that member.
Section 3. In the absence of the Secretary, The President will appoint a Newsletter Editor, The appointee may be any voting member or officer of the Corporation in good standing.
Section 4. These officers will serve until either resignation, or replacement by election.
ARTICLE VII – DUTIES OF OFFICERS
Section 1. PRESIDENT – Pursuant to the representation of the membership of the Corporation the duties of the
President will be:
A. To preside at all membership meetings of this Corporation and conduct the same according to the rules adopted by the Corporation.
B. To enforce due observance of the Articles of Incorporation, By-Laws, rules and motions duly adopted by the membership.
C. To decide all questions of order.
D. To sign all official documents that are adopted by the membership.
E. To appoint permanent or temporary committees, as required, to accomplish the directives and goals of the membership.
Section 2. VICE PRESIDENT – The duties of the Vice President will be:
A. To assume the duties of the President in the absence of the President.
B. To chair a standing committee or committees responsible for:
(1) Public Relations and publicity for the Corporation and amateur radio in general.
(2) Amateur Radio Public Service activities.
(3) Program Committee (referring to programs at regular or special meetings).
Section 3. SECRETARY – The duties of the Secretary will be:
A. To keep minutes of all membership and Board of Director meetings.
B. Maintain records of all membership and the Board of Directors meetings.
C. To keep roll of current members in good standing.
D. Provide Newsletter by gathering materials of the Corporation’s activities and information of interest to the membership and publish a newsletter, the official journal of the Corporation, known as SPARKS on a monthly basis. The Secretary will be responsible for the publication of other documents and information sheets as authorized by the Board of Directors and the membership. To give all records belonging to the Corporation to their successor upon expiration of their term of office.
E. Keep an inventory of Corporation property and equipment, including storage locations of said equipment.
Section 4. TREASURER – The duties of the Treasurer will be:
A. To receive all monies received by the Corporation, and deposit same in the Corporation account.
B. To keep an accurate account of all monies received and disbursed.
C. Provide a list to Secretary of current membership.
D. To issue all checks to be issued by the Corporation only upon proper authorization.
E. To prepare itemized statements of receipts and disbursements and will make such statements available for inspection by voting members in good standing.
F. To properly prepare and timely file all Federal, State, or local tax forms as may be required of the Corporation by the taxing authorities.
G. To give all records belonging to the Corporation to their successor upon expiration of their term of office.
Section 5. MEMBERS-AT-LARGE – The members-at-large will represent the general membership of the Corporation at the Board of Directors Meetings.
ARTICLE VII – BOARD OF DIRECTORS
Section 1. The Board of Directors will consist of the four (4) elected officers and the Members-at-Large of the Corporation. Also see Article VIII Section 3.
Section 2. The number of Members-at-Large to the Board of Directors elected will be one (1); the second Member-at-Large will be the immediate past President of the Corporation. If the immediate past president is holding an elected office an additional Member-at-Large will be elected.
Section 3. The Board of Directors will oversee operations of the Corporation and will establish general policies and guidelines for the Corporation. All responsibilities not otherwise specifically delegated to other officers by these By-Laws will be the responsibility of the Board of Directors.
Section 4. The Chairperson of the Board of Directors will be the presiding president of the Corporation. If the President is not present the Chairperson will be the ranking elected officer as order listed in Article VI Section I.
Section 5. The chairperson of the Board of Directors will not vote except in the case of a tie, on matters before the Board of Directors, in which time the chairperson will decide the tie by casting the deciding vote.
Section 6. The Board of Directors will meet at least four (4) times a year. Meetings may be called at any time provided all members of the Board of Directors are notified at least 24 hours prior to the meeting.
Section 7. The Board of Directors may approve payment of financial obligations expend monies of emergency nature without prior vote of the membership. All actions and transactions of the Board of Directors must be reported to the membership at the next membership meeting.
Section 8. The Board of Directors will have the authority to adopt certain financial and accounting policies so long as such policies do not conflict with these By-Laws, legal requirements of the State of Michigan and the Internal Revenue Service applicable to non-profit, tax exempt corporations, and goals and objectives of the Corporation as stated therein.
Section 9. The duties of the Member-At-Large are:
A. The Member-At-Large will perform such duties assigned by the President, the Board of Directors, or the general membership.
ARTICLE IX – ELECTIONS
Section 1. A nominating Chairperson will be appointed by the President of the Corporation at the October membership meeting each year and will receive nominations for office from voting members in good standing from the general membership.
Section 2. The Chairperson will present a proposed slate of officers and one (1) Member-at-Large. This slate will be published in the next issue of the EMARC SPARKS. Nominations from the floor and the Election will be held at the November membership meeting each year. Nominations presented or from the floor must have the prior consent of the nominee.
Section 3. Vacancies on the Board of Directors.
A. The vacancy in an elected office will be filled by a special election to be held at the next membership meeting following the creation of the vacancy.
B. All vacancies will be filled within thirty (30) days following the creation of the vacancy.
ARTICLE X – TRUSTEE
Section 1. The President will appoint the Trustee of the Corporation’s Amateur Radio Corporation Station Licenses, with conformation by the membership. The Trustee will be a full member in good standing and should be the holder of an Amateur Extra Class License. The Trustce will continue to serve until either resignation or replacement.
Section 2. The duties of the trustee will be:
A. To maintain the amateur radio station license for Amateur Radio Station K8EPV licensed to the
Corporation.
ARTICLE XI – MEMBERSHIP MEETINGS
Section 1. No Corporation business may be conducted at any meeting unless a quorum is present. A quorum will be seven (7) or more voting members in good standing one (1) of which will be one of the four (4) elected officers of the Corporation.
Section 2. Provisions applicable to membership meetings will be:
A. The Corporation will hold one (1) membership meeting per month. Said meeting will be held on the first Tuesday of each month unless otherwise published.
B. The November membership meeting of each year is designated as the Annual Election Meeting.
C. The notification of the Annual Election Meeting will be published in the Corporation newsletter prior to the November meeting each year.
ARTICLE XII – BOARD OF DIRECTORS MEETINGS
Section 1. Board of Directors meetings will be held at the discretion of the board members but in no case will
there be less than four (4) board meetings per year.
Section 2. No Corporation business may be conducted at any meeting of the Board of Directors unless a quorum is present, A quorum of the Board of Directors will be three (3) or more members of the Board of Directors of which one (1) will be one of the four (4) elected officer of the Corporation.
ARTICLE XIII – FINANCIAL
Section 1. All monies will be maintained in authorized bank account(s) and/or investment instruments in the name of the Eastern Michigan Amateur Radio Club, Inc All such accounts and/or instruments must be F.D.LC insured.
Section 2. All checks issued by this Corporation must be authorized and signed by either the President, Secretary or Treasurer.
Section 3. Under no circumstances may this Corporation undertake any act which would violate Section 301(c)(3) of the Internal Revenue Code of 1954 now in effect or hereafter amended.
Section 4. Under no circumstances may this Corporation authorize the expenditure of monies exceeding fifty dollars ($50) without first referring it to the Board of Directors for their study. The Board of Directors will consider the referred action at its next meeting and make its recommendation at the next membership meeting.
Section 5. On or before March 1st of each year the Treasurer of this Corporation will prepare a written financial report covering the period of January 1st through December 31st of the preceding year and will make this financial report available for inspection at the first membership meeting of the new year.
Section 6. The treasurer of the Corporation will render a report of the accounts at each meeting of the Board of Directors and at all membership meetings.
Section 7. The sum of one hundred dollars ($100) minimum will be held in reserve to fund future activities of this Corporation. Any financial gain realized from the Corporations activities will be placed into the general fund to be disbursed as directed by the membership.
Section 8. Donations will be disbursed as indicated by the donor. Where no indications are given the monies will be placed into the general fund to be disbursed as directed by the membership.
ARTICLE XIV – GENERAL PROVISIONS
Section 1. In conformity with the non-profit corporation laws of the State of Michigan, the Board of Directors will have the responsibility for all equipment and fixed assets owned by the Corporation. The Board of Directors must authorize any disposition of equipment owned by the Corporation that has been declared as surplus equipment. The Corporation inventory of equipment and other fixed assets will be reviewed annually by the Board of Directors for the purpose of designating which equipment and other assets are considered surplus and available for disposal. The Board of Directors will first offer all such surplus equipment for sale to members in good standing in the Corporation. Any surplus equipment not sold to the members may be disposed of in a manner determined by the Board of Directors.
Section 2. All membership meetings of the Corporation and meetings of the Board of Directors will be conducted in accord with ROBERT’S RULES OF ORDER NEWLY REVISED unless otherwise defined by these By-Laws or mandate of the membership in motion(s) passed at a membership meeting.
ARTICLE XV – AMENDMENTS OF THE BY-LAWS
Section 1. Proposals for amendment of the By-Laws will be submitted in writing to the Board of Directors of the Corporation prior to a membership meeting. The proposed amendments will be announced at the membership meeting and will be voted on at the following membership meeting. All members must be notified in writing. This can be accomplished by any method that is feasible. This will be accomplished at least five (5) days prior to said membership meeting.
Section 2. The By-Laws may be amended by enactment by a 2/3 majority of the members present at a membership meeting.
Date: 01 March 2018