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Mohave Amateur Radio Club
Non-Profit ByLaws
Revised and Amended September 2016

ARTICLE I. NAME OF ORGANIZATION

The name of the corporation is Mohave Amateur Radio Club

ARTICLE II. CORPORATE PURPOSE

Section 1. Nonprofit Purpose

This corporation is organized exclusively for charitable, religious, 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 Code, or the corresponding section of any future federal tax code.

Section 2. Specific Purpose

Mohave Amateur Radio Club provides a window to the world of amateur radio and it's many diverse opportunities.

The specific objectives and purpose of this organization shall be:

  1.  to provide a chance to be represented in a world wide community of amateur radio operators through, but not limited to; operating events, ham fest, special projects, and contests;
  2. to provide the community with a pool of experienced and trained amateur radio operators that are able to provide reliable emergency communications in critical situations;
  3.  to offer support and instructional procedures to help promote Good amateur radio operating practices;
  4. to accommodate individuals wishing to obtain an amateur radio license or to upgrade their existing license class by providing instructional classes and radio test sessions.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership

Membership is open to anyone regardless of residence, whether licensed amateur radio operators or unlicensed individuals who are interested in amateur radio communications. Individuals wishing to join shall be eligible for membership without regard for race, creed, sex, or disability. Membership shall be by application. All applications for membership may be submitted at regular meetings, mailed to the club address shown on the application, or given to a club officer for submission. All applications received will first be published in the next club newsletter with the exception of an applicants address, phone number, and e-mail address. This procedure allows club members not present at the meeting to have knowledge about possible new members and give them an opportunity to voice their opinion, if any, about said applicant. After newsletter publication all applications will be presented to the club members in attendance at the next regular meeting to be voted on by a show of raised hands. A simple majority of those voting will determine acceptance or rejection.

  1. Full membership is open to all who hold a valid amateur radio license and includes all club privileges as well as rights to hold club office and to vote for club officers or any other club matter brought before the membership.
  2.  Associate membership is open to anyone interested in amateur radio who is not currently licensed in the Amateur Radio Service. Associate members are not eligible to hold office or permitted to vote for club officers.
  3. All members, shall indicate on their membership application which chapter ( Kingman or Bullhead City) they wish to join. Members may only select one chapter and may only vote on matters presented to them at meetings of their elected chapter and not Both. A member may elect, at any time to Change chapters by completing a chapter election form and giving it to any designated club officer. At no time may a member vote twice on any issue, matter or officer election, by attending the other chapter meeting and voting on the same specific issue, matter or officer election.

Section 2. Annual Dues

The amount required for annual dues shall be $25.00 each year, unless changed by a majority vote of the attending members at the August meeting. Continued membership is contingent upon being up-to-date on membership dues. Any member whose dues are three months in arrears, will be dropped for non payment of dues.

Section 3. Rights of Members

  1. Reinstatement as a member may be accomplished by resubmitting a membership application, and submitting it to the club subject to the same approval process as a new member. Dues collected covers that period of membership which begins on the the date an applicant is voted in and runs thru the month of August. A reinstatement fee of $10.00 along with, prorated annual dues will be collected with the resubmission of new application.                                           
  2. Members may pay only one membership year at a time with the exception of an applicant Who is voted in in September in which case he/she shall pay one twelfth of the current yearly dues for each month from the time of acceptance into the club thru next August. All dues paid are non-refundable. Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections.

 

Section 4. Resignation and Termination

Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership.

Section 5. Non-voting Membership

The board shall have the authority to establish and define non-voting categories of membership. Section 1 B.

Section 6. Honorary Membership

  1. Honorary Life Membership shall be granted to any club member who has performed outstanding service for the betterment of the Mohave Amateur Radio Club. The Board of Directors via vote will determine if a member shall be granted this membership class. Such person or persons need not pay annual dues and yet may vote for officers ,if he/she has paid dues while in this member category that person can run for office on the Board of Directors.

ARTICLE IV. MEETINGS OF MEMBERS

Section 1. Regular Meetings

Regular meetings of the members shall be held monthly, at a time and place designated by the Board of Directors.

  1.  Meetings of the Kingman Chapter shall be held on the first Tuesday of each month at 1900 hours at the Kingman Regional Medical Center 3269 Stockton Hill Road Kingman Arizona or such a time and place as determined by the Board of Directors. Meeting of the Bullhead City chapter shall be held on the third Tuesday of each month at 1800 hours at the Mohave County Library, located at 1170 Hancock Rd. Bullhead City Az. If ether location changes, this article shall be updated within 60 days, and the membership notified as soon as possible before the next scheduled meeting.

Section 2. Annual Meetings

An annual meeting of the members shall take place in the month of January, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.

Section 3. Special Meetings

Special meetings may be called by the chair, the Advisory Committee, or a simple majority of the board of directors. A petition signed by five percent (5%) of voting members may also call a special meeting.

Section 4 Notice of Meetings

Printed notice of each special meeting shall be given to each voting member, by email, not less than two weeks prior to the meeting.

Section 5. Quorum

A quorum for a meeting of the members shall consist of at least twenty percent (5)% of the active general membership.

Section 6. Voting

All issues to be voted on shall be decided by a simple majority of those active members present at the meeting in which the vote takes place.

ARTICLE V. BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.

Section 2. Number, Tenure, Requirements, and Qualifications

The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than Five(5) nor more than fifteen (15) including the following officers: the President, the first Vice-President, the second Vice-President, the Secretary, the Treasurer, and the Sergeant at Arms/Parliamentarian.

  1.  The Board of Directors shall meet at a time and place so directed by the Presiding officer, normally the President or in his absence the First or Second Vice President. The Board of Directors shall consist of the officers of The Mohave Amateur Radio Club.
  2. The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors and Advisory Council must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors, or Advisory Council, shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
  3. Each member of the Board of Directors shall be a member of the Corporation whose membership dues are paid in full and shall hold office for up to a one-year term as submitted by the nominations committee.
  4. Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.

Section 3. Regular and Annual Meetings

An annual meeting of the Board of Directors shall be held at a time and day in the month of January of each calendar year and at a location designated by the Executive Committee of the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.

Section 5. Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

Section 6. Quorum

The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

Section 7. Forfeiture

Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.

Section 8. Vacancies

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors. If the President should become incapacitated or unable to fulfill his duties, he/she will be replaced by the First Vice President.

  1.  When a vacant position occurs, the open position will be advertised as follows;
  2. Announced at the next regular scheduled monthly meeting.

  3. Announced at the next regular club net.

Within 10 days after the completion of (1+2) above, the President shall chose theclub officer replacement who shall serve until the next election.

Section 9. Compensation

Members of the Board of Directors shall not receive any compensation for their services as Directors.

Section 10. Informal Action by Directors

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.

Section 11. Confidentiality

Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.

Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

Section 12. Advisory Council

An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually, but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council. A member of the Board of Directors, can also be on the Advisory Council.

The Advisory Council shall consist of, but not limited to;

  1.  The Technical Advisor; shall be responsible for installing and maintaining all club owned radio equipment and performing other technical duties as directed by theboard.
  2. The Public Relations Representative; shall be responsible for performing specified duties as requested by the board which help promote the image and growth of the club.
  3. The Newsletter Editor; shall create and publish a monthly newsletter as well as perform related duties as assigned and directed by the board.
  4. Web Page Editor; shall maintain the club website as well as perform related duties as assigned and directed by the board.
  5. The Trustee/Sponsor(s); shall be responsible for all licensing and operational matters with regard to all of the communications equipment owned by The Mohave Amateur Radio Club. This individual shall hold an Extra Class License to insure full operating privileges.
  6. Educational Representative; shall provide further education for all non- licensed persons who wish to obtain an Amateur Radio License, as well as those persons who wish to advance their license status.
  7. Statutory Agent; shall be the club representative for all legal matters and documents relating to club business.

Section 13. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to The Parliamentarian and the club by-laws.

Section 14. Removal.

Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office. Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.

ARTICLE VI. OFFICERS

The officers of this Board shall be the President, First Vice-President, Second Vice President, Secretary, Treasurer and Sergeant at Arms/Parliamentarian. All officers must have the status of active members of the Board.

Section 1. President

The President shall preside at all meetings of the membership. The President shall have the following duties: He/She;

  1.  shall preside at all meetings of the General Membership
  2. shall have general and active management of the business of this club and Advisory Board.
  3. shall see that all orders and resolutions created by the Advisory Board are brought to the Board of Directors.
  4. shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
  5. shall submit a report of the operations of the program for the fiscal year to the Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
  6.  shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.

Section 2. First Vice-President

The First Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-Presidents duties are: He/She

  1. shall have the duty of; organizing club activities, plan and recommend contests for operating benefits, advance club interest and activity, perform other duties as requested by the President.

Section 2 A. Second Vice President

The Second Vice President shall be vested with the same powers of the First Vice President and will preside over our Bullhead City Chapter. He/She

  1.  shall conduct monthly meetings, collect dues, inform chapter members of matters discussed at the Kingman Meeting, pass on Information furnished to him by other Officers not in attendance, and perform any other appropriate duties.
  2.  Within Ten days after a Bullhead City Chapter meeting, the Second Vice President will provide meeting to the club President. All monies collected will be relayed to the Treasurer, with appropriate record keeping.
  3.  In the event of his/her unavailability to conduct a meeting, any club officer can assume that responsibility.

Section 3. Secretary

The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as

a clerk thereof. The Secretary’s duties shall consist of: He/She

  1.  shall record all votes and minutes of all proceedings in a book to be kept for that purpose and furnish a copy, written or electronic to the club President, prior to the start of the next club meeting.
  2. shall keep a list of all club members based upon information furnished by the President, First and Second Vice Presidents and Treasurer
  3. Assisted by a staff member, shall assist the President in correspondence and other written activities as requested.
  4. shall pass on the meeting minutes to the Newsletter Editor to be posted on the website and in the club Newsletter. Club meeting minutes shall be made available to members for review, prior to the next club meeting.

Section 4. Treasurer

The Treasures duties shall be: He/She

  1. shall handle all financial records of the club and maintain an accurate accounting of all income and expenses.
  2. shall present a summary of all income and expenses at each club meeting.
  3. shall read all new and reinstatement member applications at each club meeting and will be responsible for collecting dues from members as necessary, pay any bills as directed by the President, issue receipts for money collected.
  4.  It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted
    accounting principles.
  5. shall perform such other duties as may be prescribed by the President under whose supervision he/she shall be.
  6. shall operate as the sole cashier for monitory transactions unless other individuals have been designated this specific duty by either the Treasurer or The President.

Section 5. Sergeant at Arms / Parliamentarian

The Sergeant at Arms/Parliamentarian duties shall be ;He/She

  1. shall keep the club Constitution and Bi-laws and have these documents available at every club meeting. He/She shall note any amendments, changes and additions and permit it to be consulted by members upon request.
  2. shall insure good order during all meetings and perform other duties as directed by the President.
  3. will greet members and visitors and in event of his absence this task can be delegated to any officer of the club.

Section 6. Election of Officers

Nominations shall be received from the floor during the October monthly general membership meeting. The election shall be held at the November monthly general membership meeting. All ballots will be counted by the club Elections Committee appointed by the President at the election night general membership meeting. Those officers elected shall serve a term of one (1) year, commencing on the first meeting in January.

Officers of the Executive Board shall be eligible to succeed themselves in their respective offices.

Section 7. Removal of Officer

The Advisory Board with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.

Section 8. Vacancies

The President shall be responsible for nominating persons to fill vacancies which occur.

The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.

Section 9. Officer Eligibility

Any club member that wishes to run for an elected officer position, must be in good standing (dues paid) for the current twelve month period prior to nominations. Additional, such a member must have physically attended at least eight of the last twelve membership meetings held prior to the month nominations for elected positions are accepted.

ARTICLE VII. COMMITTEES

Section 1. Committee Formation

The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board chair appoints all committee chairs.

Section 2. Executive Committee

The six officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

Section 3. Finance Committee

The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board and the general membership. The fiscal year shall be the calendar year. Annual reports are to be submitted to the board showing income, expenditures and pending income. The financial records of the organization are public record and shall be made available to the membership, board members, and the public.

Section 4. Public Relations and Operating Committee

The Public Relations and Operating Committee will provide technical assistance and advice to members concerning equipment design and operation, and uniform practice of all club stations. The club shall also maintain a program to foster and guide public relations in the community.

The Public Relations and Operating Committee shall consist of members from the local amateur radio community and will be appointed by the club Trustee/Sponsor and approved by the President. In the event of complaints against members, this committee will assist the member to correct the problem.


ARTICLE VIII.- Violations and Code of Conduct


Section 1: Violations

Members are responsible for knowing and abiding by the appropriate FCC rules and regulations as well as generally accepted amateur radio etiquette, including the ARRL voluntary band plans. Repeated violations of these rules and regulations will result in suspension of operating privileges of club equipment. The Board of Directors will determine if violations have occurred and posses the sole authority via a majority vote ,by secret ballot, to suspend a members operating privileges as well as determine the duration.

Section 2: Code of Conduct

  1. The code of conduct is designed to put members on notice as to the types of behavior that are not acceptable and will be grounds for removal from club membership. The following are prohibited behavior;
    1.  Willful misrepresentation of material facts and statements by a club officer involving the officers duties and responsibilities.
    2. Any theft or embezzlement of club property or another club members property.
    3. Frequent use of foul or improper language at any club event, activity, meeting ,or on the radio.
    4. Any willful and unlawful destruction of club owned, or a club members property.
    5. Any act of fraud against the club or a club member.
    6. Any behavior that disrupts a club event, meeting, or club activity.
    7. Willful participation in any activity that brings discredit upon the organization.
    8. The commission of any crime during any club event, meeting, or activity.

Section 3. Code of Conduct and Dispute Procedures

The Board of Directors will appoint a committee of three members in good standing to investigate the alleged violations, improper conduct or dispute. The committee members will report to the board with a statement as to whether the allegations appear to be valid. If the allegations appear to be valid the Committee members will make a presentation before the general membership at a scheduled meeting. The accused club member will be given an opportunity to make a presentation at this meeting. Afterward all members present will cast a secret ballot to remove or retain the accused member from the club. A simple majority of those voting will determine the outcome. Removal is effective immediately if applicable.

IIn the case of a dispute between two or more members, a hearing may or may not be held in private, at the discretion of the party's involved as well as the mediator and the decision is only an advisory one. The goal in this case is to aid in a resolution.

ARTICLE lX. BOOKS AND RECORDS

The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors and membership.

ARTICLE X. AMENDMENTS

Section 1. Bylaws

The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Proposals for amendments shall be submitted in writing at a regular scheduled meeting, and published in the newsletter prior to a vote, setting forth the proposed amendment or summary of the changes to be effected.


ADOPTION OF BYLAWS

We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the 14 preceding pages, as the Bylaws of this corporation. ADOPTED AND APPROVED by the Board of Directors on this ____ day of _________,
20__.


________________________________________
FirstName LastName, President - Nonprofit, Inc.

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ATTEST: FirstName LastName, Secretary - Nonprofit, Inc.