BYLAWS OF SOUTH TEXAS AMATEUR RADIO CLUB, INC.
Article I. Name
Article II. Purposes
Article III. Membership Classifications
Article IV. Admission to Membership and Resignation
Article V. Discipline
Article VI. Officers
Article VII. Board of Directors
Article VIII. Committees, Teams and Other Posts
Article IX. Meetings
Article X. Nomination and Election of Officers and Directors
Article XI. Public Activities
Article XII. Revenue
Article XIII. Finance
Article XIV. Rules of Order
Article XV. Amendments
Article XVI. Ownership of Club Property
Article XVII. Construction
Article XVIII. Corporate Dissolution
Article I. NAME:
The name of this organization shall be the South Texas Amateur Radio Club, Inc., located in Corpus Christi, Nueces County, Texas, and is incorporated under the laws of the State of Texas as a non-profit corporation. It shall be hereinafter referred to by its full name or as the “Club”.
ARTICLE II. PURPOSES:
The Club is organized exclusively for charitable, educational, and scientific purposes as described under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code. All activities of the Club shall conform without exception to this purpose.
The purposes for which this Club is organized are the following:
- To render communications as a public service during impending storms or following severe weather, and to assist in disaster relief operations by providing communications when called upon by any official agency of the City, County, State or Government of the United States of America;
- To promote amateur radio individually or at established community functions, and to further the hobby of amateur radio;
- And to educate members and future members at all levels of licensure and on the scientific back ground, the proper operating procedures, and revisions in rules or regulations associated with amateur radio by means of classes, mentoring, and exchange of technical information and assistance.
ARTICLE III. MEMBERSHIP CLASSIFICATIONS:
Section 1. Full Membership: Any person who holds a valid Amateur Operator/Station License and indicates a desire to become a member to further their interest in the purposes of the Club is eligible for Full Membership.
Section 2. Honorary Membership: May be bestowed to any person by a 2/3 vote of the members present at any regular or special meeting, or by 2/3 vote of the entire Board of Directors. Honorary members shall not have any voting privileges and shall not pay any annual dues. They may serve on committees in an advisory capacity without voting power.
Section 3. Family Memberships: shall fall into two categories:
(a) Multiple licensed ham operators: Other people otherwise eligible for a Full Membership residing in the same household as a Full Member shall also be eligible for a Full Membership by payment of one fourth (1/4th) of the membership dues annually per family member, provided that one member of the household is a Full Member in good standing and paying the full amount.
(b) Unlicensed Family Member: Any person not holding a valid Amateur Radio Operator/Station license, but who is interested in furthering the purposes of the Club shall be eligible for an Unlicensed Family Membership by payment of one fourth (1/4) the membership dues annually of a Full Member. Unlicensed Family Members shall be able vote on matters on the floor of the regular meetings and serve as members of committees. They shall not hold office or serve as a committee chairperson. In the event a family member obtains an Amateur Operator/Station license, then he or she shall automatically be upgraded to a Full Member.
Section 4. Patron or Student Membership: Any person not holding a valid Amateur Radio Operator/ Station license, but who is interested in Amateur Radio shall be eligible for a Patron or Student Membership by payment of one half (1/2) the membership dues annually. Patron or Student Members shall be able vote on matters on the floor of the regular meetings and serve as members of committees. They shall not hold office or serve as a committee chairperson. In the event a patron or student member obtains an Amateur Operator/Station license, then he or she is automatically upgraded to a Full member. He or she shall not have to pay the full dues until the following year.
ARTICLE IV. ADMISSION TO MEMBERSHIP AND RESIGNATION:
Section 1. Members shall be admitted to membership to the Club under the following procedures: An applicant must complete an application either on the web site or on paper with his or her name, call sign (if applicable), address, telephone number, and email address. The applicant must agree to abide by the Bylaws of the Club, sign the application, pay the first year’s dues, and submit the application to any member of the Board of Directors. The prorated portion of the dues shall be quarterly for Full Members including the first Full Member of a family of multiple licensed hams. All other categories shall be prorated to no less than one-half (½) of a year’s dues later in the year.
Section 2. Any member may resign from this Club provided that all of such member’s indebtedness to the Club has been paid. Verbal resignations may be accepted. There shall be no refund of dues. All Club property that the member may possess must be returned to a Board Member within one week.
ARTICLE V. DISCIPLINE:
Section 1. All members will be notified in October by email that their dues come due and are payable in November. Any member who is two (2) month’s in arrears in the payment of dues shall, be dropped from the roll. Members who are in arrears of payment of dues, upon payment of the funds may be reinstated. Any person who has been dropped from the membership shall be required to reapply for membership.
Section 2. Any member who alleges that another member of the club has conducted himself or herself inappropriately, not representing the purpose of the Club in the functions of the Club may bring the issue to the Board of Directors. The Board shall hear all sides of the issue from all parties. If the charges are sustained the member who does not represent the purpose of the club may be expelled from membership by a two-thirds (2/3) vote of the entire Board of Directors.
Section 3. Any person whose membership in this Club has been terminated in any manner shall forfeit all ownership interest in any funds or other property belonging to the Club, and all rights to use of Club name, equipment and services, except those made available to all duly licensed hams.
ARTICLE VI. OFFICERS:
Section 1. The officers of this Club shall be a President, the Immediate Past President, a Vice President, a Treasurer, and a Secretary. If in any year the Immediate Past President ceases to be a member of the Club, the member who served as President of this Club most recently prior to the Immediate Past President who is not currently an officer or member of the Board of Directors shall become the Immediate Past President.
Section 2. Each officer shall be a Full Member in good standing. No offices other than those of Secretary and Treasurer shall be combined in one person and no person shall simultaneously serve as an elected director and an officer.
Section 3. All officers shall enter upon their official duties on March 1 of each calendar year and shall serve a term of one (1) year or until their successors shall be duly elected and qualified.
Section 4. The duties of the officers shall be as follows:
(a) The President shall be the executive officer of this Club, shall preside over all meetings of the Club and of the Board of Directors, shall be an ex-officio member of all standing and special committees, and shall perform such other duties as usually pertain the office of the President. The President shall sign all official documents adopted by the Club and shall enforce due observance of the Bylaws of the Club.
(b) The Vice President, in the absence of the President, shall preside at all Meetings of this Club and of the Board of Directors, and shall perform such other duties as usually pertain to that office as may be assigned by the President or the Board of Directors.
(c) The Treasurer shall keep records of membership fees and dues and shall receive all funds paid to this Club and shall deposit the funds in the official depositories and shall disburse funds on order of the Board of Directors. The Treasurer shall submit all bills to the Board of Directors for approval and shall advise the Board of Directors of all accounts receivable and accounts payable. All accounts and books of the Treasurer shall at all times be open to inspection of the President, the Board of Directors, and any authorized auditors. The Treasurer shall make a report at the annual meeting and a draft of the budget for the following fiscal year to the Board of Directors in the month of January. All checks drawn upon any account of the Club shall require any two of the following officers: President, Vice President, Secretary and Treasurer. The Treasurer during his or her term shall timely file the IRS form(s) for the Club’s 501(c )(3) each year as required by law.
(d) The Secretary shall keep the records of membership, attendance, and minutes of the meetings of this Club and Board of Directors. The Secretary shall submit a report to the annual meeting of the club and at such other times as the President or the Board of Directors may require, and shall submit to the President and to the Board of Directors communications received on behalf of the club. The Secretary shall send out correspondence on behalf of the Club as directed by the Board of Directors. The Secretary shall keep a copy of the Bylaws at all board meetings, regular meetings, and annual meetings of the Club. The Secretary during his or her term will check to see if the Club’s nonprofit form is due to be filed (to maintain the Club’s charter) and file (if due) with the Secretary of the State of Texas (form filing required very 4 years).
(e) The Immediate Past President shall perform such duties as may be assigned to him or her by the board of Directors.
(f) In the event the Secretary or Treasurer needs additional assistance to complete their respective duties, he or she shall solicit the Board of Directors for assistance. The Board of Directors by a two-thirds (2/3) vote may appoint an Assistant Secretary or Assistant Treasurer to assist with the duties. The current Secretary or Treasurer continues to remain responsible for the duties performed by the Assistant. The Assistant Secretary or Assistant Treasurer (if not the Immediate Past President) shall be a non-voting member on the Board.
ARTICLE VII. BOARD OF DIRECTORS:
Section 1. The Board of Directors shall consist of the officers and 7 elected directors.
Section 2. Each Director shall be a Full Member in good standing.
Section 3. All Directors shall enter upon their official duties on March 1 of each calendar year and shall serve for a term of two (2) years or until their successors shall be duly elected and qualified. Of the first duly elected directors of this Club, four (4) Directors are to serve initially for a period of two (2) years and three (3) directors are to serve initially for a period of one (1) year.
Section 4. The Board of Directors shall determine the policies, approve the plan of activities of the club, approve the budget, approve the payment of all bills, take counsel with committees, and have general management of the Club.
Section 5. The Board of Directors shall meet regularly at least once each month and at the call of the President. At the discretion of the Board, any committee chairperson should meet with the Board of Directors in joint session.
Section 6. A quorum of the Board for conducting business shall be a minimum of three (3) Officers and four (4) Directors.
ARTICLE VIII. COMMITTEES, TEAMS, AND OTHER POSTS:
Except as expressly provided herein to the contrary, the Board of Directors may appoint other committees, teams, and/or other posts, in accordance with Robert’s Rules of Order, to perform such duties as may be defined in their creation.
ARTICLE IX. MEETINGS:
Section 1. This Club shall hold a monthly meeting on such day and at such time and place as shall be determined by the Board of Directors. It may hold such other meeting as the Board of Directors or the membership may desire.
Section 2. The Annual Meeting of the Club shall be the regular monthly meeting in February of each year. The membership of the Club shall be given at least two (2) weeks’ notice by email of the date and place of the Annual Meeting.
Section 3. One-fourth (1/4) of the members of the Club shall constitute a quorum at any meeting.
ARTICLE X. NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS:
Section 1. The election of officers and directors shall be held at the annual meeting in February.
Section 2. In each November the Board of Directors shall appoint the Nominating Committee. This committee shall consist of the Treasurer, the Secretary and two (2) other members. The President shall designate the Chairman of this committee who will not be either the Treasurer or the Secretary. The duties of this committee shall be to make nominations, obtain the consent of those nominated, determine which members are in good standing to vote in the election, prepare the ballot for the election of such officers and directors, and report the results to the Board.
Section 3. At the regular meeting of this Club in each January the Nominating Committee shall submit to the membership a list of nominees for officers not exceeding two (2) in number for each office to be filled and a list of nominees for directors not exceeding the number of directors to be elected plus five.
Section 4. At the annual meeting after the Nominating Committee offers the slate of candidates the President shall ask the membership for further nominations from the floor for each office.
Section 5. In the event that there is only one candidate for each office AND there are no further nominations from the floor, then the President may entertain a motion to declare the slate of candidates elected by acclimation.
Section 6. In the event that there are multiple candidates for any office, then voting shall be by paper ballot. Only Full, Family, Patron, and Student members in good standing may vote.
Section 7. At the annual meeting the President shall appoint three (3) Tellers. The duties of the Tellers shall be to distribute, collect, and count the ballots and report the results to the President, who shall announce the same to the Club.
Section 8. A member who is in good standing who informs a Nominating Committee member that he or she is unable to attend the annual meeting may vote absentee by email. A Nominating Committee Member shall give that member by email the list of candidates for each office up to 2 days before the annual meeting. The member shall cast his or her vote, email back his or her ballot, and the Nominating Committee Member shall print the vote to be presented to a Teller at the annual meeting.
Section 9. A majority of all votes cast by eligible members shall be necessary to determine the choice of any officer to be elected. In the event any ballot does not show a majority for any nominee for any particular office, the President shall call for a second vote. Prior to the second ballot, the nominee having the lowest vote on the first ballot shall be dropped and in each succeeding ballot the same procedure shall be followed until one (1) nominee receives a majority of all votes cast.
Section 10. If the name of more than the number of directors to be elected is placed in nomination, the person receiving the greatest number of votes up to the number of directors to be elected shall be declared elected.
Section 11. In the case of a vacancy in the office of the President, the Vice President shall succeed to the office. In the case of a vacancy in the office of Vice President, Secretary, Treasurer, or Director, the vacancy shall be filled by an election by the Club at a regular meeting, upon at least one (1) month’s notice of nomination or nominations by the Board of Directors.
Section 12. In the event of disability or inability of any Officer or Director to serve for a term for which he or she was elected, the vacancy shall be filled by an election by the Club at a regular meeting, upon at least one (1) month’s notice of the nomination or nominations by the Board of Directors.
Section 13. Nothing contained in this article shall be construed as limiting the right of the membership to make further nomination from the floor at the annual meeting or at regular meeting to fill a vacancy.
ARTICLE XI. PUBLIC ACTIVITIES:
Section 1. The Club shall take no action on any question, proposed legislation, or recommendation until that question or proposed legislation or recommendation has been submitted to the Board of Directors.
Section 2. This Club shall not be used in any way for political purposes, nor shall it as a Club, active participate in the political candidacy of any person.
ARTICLE XII. REVENUE:
Section 1. The Full, Family, Patron, and Student member dues shall be as determined by the Board of Directors. Dues shall be due and payable on or before the first (1st) day of November of each year.
Section 2. Revenue from sources other than those defined in this article may be raised as determined by the Board of Directors.
ARTICLE XIII. FINANCE:
Section 1. The Board of Directors shall approve the plan of activities and the budget of estimated income and expenditures for the year no later than by their regular meeting in April.
Section 2. This Club’s books of account shall be reconciled at least once a year, and the Board of Directors shall appoint a team to review the books. The review shall be finalized by March 31.
Section 3. The Board of Directors shall determine the official depository or depositories.
Section 4. All funds shall be used for operation expenses, for charity, or for scholarships to educational institutions on behalf of deserving students who are involved in amateur radio. At no time shall any member benefit monetarily from the funds of the Club.
ARTICLE XIV: RULES OF ORDER:
Robert’s Rules of Order shall be the parliamentary authority for all procedures pertaining to any meeting of the Club or the Board of Directors not specifically covered by these Bylaws.
ARTICLE XV. AMENDMENTS:
Any amendments of these Bylaws if in conformity with the Articles of Incorporation and Bylaws may be adopted by two-thirds (2/3) vote of the Full Members present at any meeting of this Club, provided that the members eligible to vote receive (2) weeks written notice of the proposed amendment prior to the meeting. There shall be no voting by proxy.
ARTICLE XVI. OWNERSHIP OF CLUB PROPERTY:
Section 1. Ownership and title to all Club property, funds, and assets shall be vested in the South Texas Amateur Radio Club, Inc., as a non-profit corporation.
Section 2. The Club shall not be responsible for loss or damage to personal property of members, visitors, or guests.
ARTICLE XVII. CONSTRUCTION:
The construction or meaning of any provision in these Bylaws shall be determined by a majority vote of the Board of Directors.
ARTICLE XVIII. CORPORATION DISSOLUTION
Upon dissolution of the Club, the Board of Directors, after paying or making provision for payment of all liabilities of the Club, shall distribute all remaining assets of the Club to another organization organized and operated exclusively for charitable, educational and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code.
Approved by the Membership on 8/22/2013
Amended by the Membership on 9/25/2014