South Wake Amateur Radio Club Constitution & By-Laws

PREAMBLE:

The South Wake Amateur Radio Club (hereafter referred to as "South Wake ARC") is a non-profit corporation organized under the laws of the State of North Carolina and will maintain affiliation with the Amateur Radio Relay League Incorporated (ARRL). It shall be our primary purpose to further the Amateur Radio Service through programs, activities, and education, in order to promote the radio knowledge, fraternalism and individual operating efficiency of our members. Further, it shall be our purpose to support the welfare of our community through public service including radio communications for emergency situations and public events, and through providing information, training, and assistance to individuals or organizations with an interest in the Amateur Radio Service.

ARTICLE ONE – Membership:

1: Any person with an interest in amateur radio shall be eligible for membership without regard to race, creed, religion, sex or national origin subject to the following conditions:
2: Membership is subject to submission of a completed application and payment of the dues established by the membership. Membership applications with appropriate dues will be submitted to the Membership Director.
3: Full Membership is only available to persons holding an Amateur Radio License issued by the Federal Communications Commission (FCC). To maintain ARRL affiliation, a minimum of 51% of South Wake ARC Full Members must also be members of ARRL.
4: Associate Membership is open to unlicensed persons with an interest in the Amateur Radio Service. Associate Members are not eligible to vote on South Wake ARC business or to hold office in South Wake ARC.
5: Family Membership is available to immediate family members of any South Wake ARC member living in the same household, with payment of the Family Membership fee as established by the membership. When the primary member is a Full Member then the Family Member will be assigned Full or Associate membership as determined above. When the primary member is an Associate Member the Family Member will also be an Associate Member.
6: Honorary Membership may be bestowed for extraordinary service to Amateur Radio, upon recommendation by the Board of Directors and a majority vote of members present at a Membership Meeting. Honorary members pay no dues and have all the privileges of Full Membership. Nominations for Honorary Membership should be sent with supporting documentation to the Board of Directors for investigation.

ARTICLE TWO – Officers:

1: The officers of South Wake ARC shall consist of:

• President
• Vice-President
• Secretary
• Treasurer
• Membership Director

2: Only Full Members having attained the age of 18 years or more shall be eligible to hold an elected office.
3: All offices will be elected for a term of 1 year.
4: The offices of President and Vice President will be limited to a maximum of 5 consecutive terms in the same office. There will be no other limit as to the number of times a member may be re-elected to the same office.

ARTICLE THREE – Duties of officers:

1: The President shall be the chief executive officer of South Wake ARC, preside at all meetings according to the rules adopted, call meetings of the Board of Directors, represent South Wake ARC on public occasions, enforce the by-laws, and perform all customary duties pertaining to the office. The president shall appoint committees, as he deems necessary.
2: The Vice-President shall assume the duties of the President in the president's absence. In addition, he/she shall be responsible for coordination of programs for regular club meetings and other club activities.
3: The Secretary shall keep a permanent record of the proceedings at all meetings of South Wake ARC and all sessions of the Board of Directors. The Secretary shall keep a roll of the members present, conduct and report on all South Wake ARC correspondence, and transmit a monthly report to the ARRL Section Communications Manager. The Secretary will maintain on hand, a list of all current Standing Rules adopted at South Wake ARC meetings. In the event of the absence of the President and Vice President it shall be his/her duty to open and preside over the meeting and shall appoint a member to record the minutes of the meetings.
4: The Treasurer shall have charge of the funds of South Wake ARC. The Treasurer shall make written monthly and annual reports of South Wake ARC financial activities and shall maintain an inventory listing of all equipment owned by South Wake ARC. He/she shall be bonded at the expense of the organization when total assets of South Wake ARC are in excess of five thousand dollars ($5,000.00). In the event of the absence of the President, Vice President and Secretary it shall be his/her duty to open and preside over the meeting and shall appoint a member to record the minutes of the meetings.
The Treasurer shall be immune from suit by South Wake ARC or individual members thereof, for loss of South Wake ARC funds in the Treasurer's custody where such loss is not the proximate result of the Treasurer's willful and wrongful act, or the Treasurer's culpable negligence.
5: The Membership Director will accept and verify completeness of all membership applications and collect the appropriate dues per the dues schedule as determined by the membership. The Membership Director will also receive and record all annual dues. All dues will be accurately recorded and turned over to the Treasurer.
The Membership Director shall maintain an accurate roster of the current membership to be available at all meetings to determine issues of membership including voting rights and the right to hold office. The roster will be made available to all members.

ARTICLE FOUR - Board of Directors:

1: The Board of Directors will consist of the elected officers in Article Two (1) and at least 2 elected Directors At Large not holding any other elected office in the club.
2: The Board of Directors shall construct an annual Club Budget and present it to the Club membership for approval at the first business meeting after taking office for the new term. If the proposed budget is not approved by the Club membership, the Board of Directors shall present a revised proposed budget at the following business meeting for Club membership approval.
3: The duties of the Board of Directors shall be to propose all expenditures of the Club except normal operating expenses that the Treasurer is authorized to pay.
4: Any action taken by the Board of Directors shall be subject to the approval of the voting members present at a regular or special called Membership Meeting.

ARTICLE FIVE – Elections:

1: The elected positions shall consist of President, Vice President, Secretary, Treasurer, Membership Director, and at least 2 Board Members At Large.
2: A Nominating committee shall be appointed at the April meeting and will report the slate of nominees for the above elected positions at the May and June membership meetings. Nominations from the floor will also be accepted at each meeting provided the nominee agrees to the nomination.
3: Election will be conducted prior to the close of the June meeting by secret ballot in the sequence listed in section 1 above with each election being preceded by the opportunity for additional nominations from the floor.
4: The term of office shall be 1 year commencing with installation at the beginning of the July meeting.
5: Election requires a 51% majority of the voting members present. In the event that no candidate receives a 51% majority of votes the candidate receiving the lowest vote will be dropped from the slate and another vote will be conducted.
6: Should an elected office other than President be vacated for any reason the office will be filled by nomination at the next regular meeting and election at the following meeting. If the office of President becomes vacant the Vice-President shall ascend to the office of President automatically without need for nomination, vote or approval by the membership.
7: Any officer or board member may be removed for cause by a 2/3 majority vote of the Full Members present at a regular or special Membership Meeting whenever, in the judgment of the members, the best interests of South Wake ARC will be served thereby. Any officer or board member so removed has the right to appeal and reverse such removal by a 2/3 majority vote of Full Members present at the next regular meeting at which a quorum exists.

ARTICLE SIX – Meetings:

1: Membership meetings shall be held on a regular monthly basis at a time and place determined by the membership.
2: Special Membership meetings may be called by the President upon the written request of any five-club members. The request will include nature of business to be considered at the special meeting. The Secretary will send notification of the special meeting to all members currently on the roster. The notice will specifically state that this will be a Special Meeting and will include the date, time location, and the agenda of business to be considered. Such notices shall be sent so that they arrive not less than 48 hours before the scheduled meeting time. Only such business as designated on the agenda shall be considered to be in order at the meeting.
3: Board of Directors meetings shall be held on a regular monthly basis at a time and place determined by the board of directors and announced to the membership. Members may attend as a guest at any board meeting but should make prior arrangements if they have business to present to the board.
4: The quorum required for conducting business any regular or special meeting shall be at least 30% of the Full Members of the club.
5: The quorum required for conducting business at a Board of Directors meeting shall be at least 51% of the members of the Board of Directors.
6: Roberts Rules of Order shall govern all proceedings, except where in conflict with the provisions of these by-laws. Nothing in this section shall foreclose the use of informal procedure during the meetings, however upon request of any Full Member in good standing, the provisions of the prescribed parliamentary procedure may be invoked.

ARTICLE SEVEN – Removal of Members:

Any member may be removed for just cause upon an affirmative vote for removal by 2/3 of the FULL members voting at a regular meeting. The Secretary shall notify all FULL members of the club of the action to be considered at least 48 hours prior to the meeting at which the vote is to be taken.

ARTICLE EIGHT – Amendments:

1: Proposals for amendments shall be submitted in writing at two consecutive regular meetings with the proposal to be discussed and voted on at the second meeting.
2: At least 2 weeks prior to the second meeting, all members must be notified of the intent to amend the constitution and By-Laws.
3: If any changes are made to the proposal to amend it must be re-submitted as a new proposal and notification must again be sent to all members.
4: If the requirements above have been met, this Constitution & By-Laws may be amended by a two-thirds vote of the membership present at the second meeting.

ARTICLE NINE – Dissolution:

In the event of dissolution the residual assets of the South Wake Amateur Radio Club will be turned over to the Amateur Radio Relay League Inc. (ARRL, 225 Main Street, Newington, CT 06111), or other organization(s) having been granted IRS section 501 (c) (3) status.

This Constitution was adopted by the South Wake Amateur Radio Club at the formation and organizational meeting held on the 4th day of August in the year 2008