CONSTITUTION AND BY-LAWS
INDIAN RIVER AMATEUR RADIO CLUB
We hereby establish this constitution and bylaws as our governing document in accordance with the provisions of and in conformity with our Corporate Charter. It shall be our purpose to provide timely and effective communications for the community at large when required in emergency situations and in support of Civil Defense, law enforcement, and special events; teach and train Amateurs; facilitate the exchange of information and encourage cooperation amongst members; establish, maintain and operate radio repeater stations in central Brevard County, Florida; promote communications-electronics projects and knowledge; provide for the granting of scholarships; encourage fraternization and improve operating proficiency; and so conduct club programs and activities as to advance the general interest in and welfare of amateur radio in the population-at-large.
Article I - General
1. The name of the organization shall be the "Indian River Amateur Radio Club, Incorporated." This is a not-for-profit group organized and incorporated under the laws of the State of Florida. The club shall have the power to incorporate ancillary organizations consistent with its mission and aims.
2. For the not-for-profit purposes set forth in these bylaws, the club shall have the power to rent, lease, purchase, hold, pledge, sell, transfer, encumber, or dispose of any kind or type of property. The club shall also have the power to do and perform all lawful acts necessary and proper in the judgment of the membership to promote the attainment of club goals. All actions taken by the club must be in strict compliance with United States laws and the laws of the State of Florida as they apply to not-for-profit organizations.
3. Under no circumstance will sex, physical condition, race, religion, color, national origin, or political affiliation or beliefs be factors in influencing the acceptance or treatment of persons associated with or wishing to be associated with this club.
Article II - Definitions
As used herein, unless context clearly indicates otherwise:
1. "Club', means "Indian River Amateur Radio Club, Incorporated".
2. "Board" means "Indian River Amateur Radio Club Board of Directors".
3. "Members", "Officers", "Committees", "Chairman", and subjects treated generally refer to and mean those of and concerning this club.
4. "Meeting" means any regularly scheduled or otherwise legally called gathering of club members at which a quorum is present.
Article III - Mission and Aims
1. The club aims to contribute communications assistance during any emergency situation which may develop; provide communications for various public service activities, including, but not limited to, civil defense, law enforcement, fire departments, the military, philanthropic organizations, and other legitimate community, county, state, and national groups.
2. The club aims to develop and encourage individual proficiency; assist, through provision of teaching and training personnel, those interested in becoming Amateurs and those Amateurs wishing to upgrade their status; encourage non-Amateurs to adopt the hobby through provision of information, guidance, and assistance; and provide a focal point for the dispensing of knowledge to provide a better understanding of Amateur Radio and its goals by the public-at-large.
3. A major mission of the club is to establish, operate, and maintain Amateur Radio systems in central Brevard County, Florida. These systems shall be capable of interconnecting mobile, portable, and fixed communication stations throughout the central Brevard County area. The club will encourage and assist all interested members to have a multi-channel mobile and/or hand portable Amateur Radio communications capability. This capability will include, as a minimum, the equipment and expertise necessary to operate via the club sponsored repeaters and on such calling frequencies as may be designated.
Article IV - Membership
Section 1: All persons having an interest in amateur radio, whether or not they hold a valid FCC license, shall be admitted to membership upon being sponsored by a member in good standing; submitting a properly prepared application; paying of dues in advance; paying the initiation fee, as required; and securing approval of the application as provided for in Section 3a, below.
Section 2: Classes of membership and prerequisites therefore.
a. General members must hold a valid Amateur Radio operator's license.
b. Associate members must either demonstrate an interest in Amateur Radio or, if a valid FCC Amateur license is held and the individual’s permanent residence is outside Brevard County, Florida, he/she may become an Associate member solely to qualify for receipt of the club's newsletter.
c. Honorary members must be prominent in the communications professions and must have performed unusual and outstanding services so as to reflect favorably on Amateur Radio in, general and/or this club in particular. Honorary members do not pay initiation fees, dues, or assessments.
d. Life members must be a club member and have performed unusual and outstanding services for the club over a period of at least ten years duration. Life members do not pay dues but may be required to pay assessments.
Section 3: Method of acquiring membership by class:
a. General and Associate: Application will be in writing and delivered to the Membership Manager along with initiation fees and dues payable. Funds received by the Membership Manager will be transferred to the Treasurer after acceptance of the application. The Membership Manager will accept membership applications subject to final approval of this action by the Board. The Membership Manager will then forward accepted applications to the Board for final decision as to eligibility. Should the Board declare an applicant ineligible, the Membership Manager will so notify the applicant concerned and coordinate with the Treasurer for immediate return of any dues and initiation fees received from said applicant. Applicants for General membership must furnish a valid Amateur Radio license or copy thereof, if requested to do so. Persons not accepted may not reapply for membership for at least one year subsequent to notification of non-acceptance.
b. Honorary and Life: Persons considered outstanding enough to be granted such membership must be nominated in writing by a General or Life member in good standing. The written nomination must contain detailed reasons for the recommended action and must be signed by the initiator and at least eleven (11) General or Life members. The written recommendation must be approved by the Board at least 24 hours prior to the meeting at which the nomination is put to a vote. Board approval must be unanimous and the members must approve the action by a 3/4 vote at any meeting. Should the nominee be present when the membership vote is taken, a secret ballot will be used.
Section 4: Privileges: General and Life members shall have full club privileges. Associate Members and Honorary Members are limited to participating in club functions and receipt of the club newsletters. They may not vote, hold office, or utilize club repeater equipment.
Section 5: Dismissal. Any member may be dropped from the rolls for cause by a 3/4 vote at any meeting provided the member against whom action is contemplated is notified in writing in sufficient time for him/her to attend the meeting. This procedure does not apply to exclusion of members for nonpayment of dues (Article X, Section 5).
Article V - Officers
Section 1: Club Officers. The club officers shall be President, Vice President, Secretary, and Treasurer. Club officers shall be elected every other November from among members nominated at the first meeting in October of the same year by a nominating committee appointed by the President or nominated from the floor prior to the actual election. Election shall be for a term of two years by ballot of the members present at the regular meeting. Except as noted in Sections 2 and 3, below, the officers' term of office will commence at the first meeting in January of the calendar year following the election. In event no candidate for a specific office receives a majority of the votes cast, the two candidates having the highest number of votes will compete in a runoff election.
Section 2: Clubs Officer Replacement. In event any officer except the President shall be unable to fulfill the duties, of his office; he is required to so notify the Board of this fact. Said office shall then be declared vacant. A successor for the vacated office shall be elected at the next regular meeting of the club by a majority of the members present. All nominations will be from the floor and new officers will assume office immediately.
Section 3: Club President Replacement. If the duly elected President of the club shall be unable to fulfill the duties of his office and so notifies the Board, the Vice President will immediately assume the duties of the office of President for the balance of the term. In addition, a replacement for the Vice President will be elected at the next regular meeting of the club by a majority of the members present. Nominations will be from the floor and the newly elected Vice President will assume office immediately.
Section 4: Temporary Absence. In the temporary absence of both the President and the Vice President, club officers will succeed to the presidency in the order that they are listed in Section 1, above,
Section 5: Removal for Cause. Officers may be removed from office for cause by a 3/4 vote at any meeting provided the officer concerned has been informed in writing of removal action in sufficient time for him/her to attend the meeting.
Article VI - Duties of Officers
Section 1: The President. This officer shall provide general supervision of all affairs of the club. He shall preside at club meetings and chair the Board. He shall be ex-officio member of all committees, except the Nominating Committee. With assistance from the Board, he will prepare the annual budget and submit it to the membership for approval (Article X, Section 3). He will sign all officially approved documents and letters; appoint standing and special committees as necessary to conduct club business; decide all questions of order; and perform all other customary duties associated with the office of President.
Section 2: The Vice President. This officer will assume all the duties of the President in the absence of the latter and perform such other duties as prescribed by the President.
Section 3: The Secretary. This officer is responsible for keeping a record of proceedings of all meetings, including Board meetings; handling all correspondence, except that pertaining to membership, as authorized by the club; preparing and reading minutes of prior meetings at each meeting unless said minutes are published in the club newsletter; and administratively maintaining the club's Constitution and Bylaws. Finally, the Secretary will perform other administrative duties as assigned by the President. Upon expiration of his/her term, he/she will turn over to the successor everything in his/her possession which belongs to the club.
Section 4: The Treasurer. This officer shall receive, receipt for, secure, disburse, and account for all funds received by the club; he/she shall prepare and read at each meeting a brief financial report; he/she shall keep an accurate record of all funds expended; retain receipts for goods or service received in exchange for the funds expended; maintain the club's bank accounts; and coordinate with the Membership Manager to insure that members are notified when dues are payable. He/she shall pay no bills without proper authorization. He/she will provide a quarterly financial statement to the newsletter editor for edification of the membership. He/she will perform other fiscally related duties as assigned by the President and, at the expiration of his/her term, turn over to the successor everything in his/her possession which belongs to the club.
Article VII - Conduct of Club Business
Section 1: Club Meetings. Meetings shall be held to conduct necessary club business. A regular meeting will ordinarily be held once a month at a place, date, and time to be established by the membership. The business portion of each meeting shall be limited to one hour unless extended by majority vote of members present. Special meetings may be called from time to time by the President to be held at a place, date, and time designated by him. Special meetings shall not exceed one hour duration unless the limit is removed by majority vote of those present.
Section 2: Approval of Motions. Except as otherwise stipulated herein and provided a quorum is present, a simple majority vote of the members present shall be sufficient to officially approve motions entertained or other decisions considered at club meetings. A quorum is established when at least fifty members or twenty per cent of the membership eligible to vote are present.
Section 3: Right to Vote. Under no circumstance will those eligible to vote be denied that right if they are present to do so. For this reason, a secret ballot is mandatory when individuals present are directly affected by the outcome of the vote. Concerned individuals will not be instructed to "leave the room" as this, in effect, denies them their voting rights. Whenever feasible and proper, votes shall be by way of voice.
Section 4: Rules of Order. Insofar as rules contained therein are consistent with the content of this Constitution and Bylaws, Robert's Rules of Order, as revised, shall govern proceedings.
Article VIII - Board of Directors
Section 1: Composition and Functions. The Board, which is chaired by the President and is otherwise comprised of the remaining elected officers the immediate past President, and a Director At Large elected at the November meeting, is established to provide policy guidance, handle details of management, review and take appropriate action on applications for membership, and otherwise assist in the administration and operation of the club. If the immediate past President is a current club officer or is not otherwise available to participate as a Board member, one of the other immediate past officers will be appointed to the Board by the current President.
Section 2: Authority.
Except for approval/disapproval of membership applications and as noted in Article X, Section 3a, all actions and decisions by the Board are advisory in nature and subject to approval by vote of the membership.
Section 3: Reporting.
The Board shall present reports of its activities and decisions to the membership at regularly scheduled meetings.
Section 4: Meetings.
When possible, the Board shall meet once a month at a place, date, and time designated by the President.
Article IX - Committees and Appointed Officials
Section 1: Six standing committees, three appointed officials, as many special committees, and as many additional appointed officials as may be necessary shall be selected by the President. The President may, at his/her discretion, make personnel changes in any committee as he/she deems necessary; however, the President will coordinate closely with the chairman of the affected Committee prior to making personnel changes. The President may abolish special committees at any time he deems it appropriate. Appointed officials will serve until relieved by the President.
Section 2: Committees and Membership thereon. Members of standing committees shall be appointed no later than the second regular meeting in each calendar year. Selected members shall serve until relieved by the President. Each standing committee shall have a chairman and at least one other member. The six standing committees shall be the Technical, Education, Activities, Public Relations, Telephone, and Radio Frequency Interference (RFI).
a. Technical Committee. This committee shall be responsible for all repeater installation, operation, repair, and maintenance. This group will provide input to the annual budget process to help define and evaluate proposed expenditure of repeater funds.
b. Education Committee. As requested, this committee shall plan, formulate, and execute programs for the training of non-Amateurs with a view toward preparing them for successful completion of Amateur Novice or Technician examinations and the training of licensed Amateurs to prepare them to upgrade their class of license.
c. Program Committee. This Committee shall be responsible for providing a program at each regular meeting.
d. Public Relations Committee. This committee shall be responsible for publicizing the regular club meetings and activities in media other than the club's newsletter.
e. Telephone Committee. This Committee is charged with providing reminders via telephone to members regarding forthcoming meetings and any emergency or other unusual situation which involves a need to alert the membership or a portion thereof.
f. RFI Committee. This committee shall be available to investigate and report upon any complaints of RFI suspected as emanating from or affecting Amateur Radio equipment.
Section 3: Special Committees.
These committees shall be appointed when deemed necessary by the President. Each special committee, such as Field Day, Contests, and Community Service, shall have a chairman and at least one other committee member.
Section 4: Appointed Officials.
a. Emergency Coordinator. This Official will plan, coordinate, and report to the membership about RACES and ARES involvement by members of the club. He will establish and maintain liaison with local civil officials and other individuals and organizations involved in emergency planning and implementation. He will perform other emergency communications duties as directed by the President. Should the situation warrant such action, the President may appoint any club officer or official as the Emergency Coordinator.
b. The Membership Manager. This official will originate and routinely maintain the club's database, which will contain pertinent data about members, former members, and other individuals contacted for recruiting purposes. He/she will work closely with the Secretary to insure mutual exchange of relevant information; actively recruit Amateur Radio persons and those interested in Amateur Radio for membership in the club; furnish membership data to the newsletter editor for publication on a monthly basis; record payment of dues in a manner which will permit completely current dues status of each club member to be registered in the data base. This official will either prepare mail labels needed by the newsletter editor or provide the editor with a copy of the currently updated database for that purpose. He/she will coordinate with the Treasurer on dues payments and transfer of funds received from dues and initiation fees received. He/she will maintain the club's mail address and arrange for delivery of incoming mail to the Secretary or Treasurer, as appropriate. He/she will perform other related duties, as directed by the President. If the situation warrants, the President may appoint any club member, including the Secretary, or any other club officer or official as the Membership Manager.
c. Editor. This officer is responsible for preparation and distribution of the club newsletter. He/she may organize and manage a group of member volunteers to assist in accomplishing tasks involved in the newsletter operation. The President may designate any club member or any club officer or official as the club's Editor,
Article X - Finances
Section 1: Refund Policy. Except as provided for in Article IV, Section 3a, initiation fees, dues, and assessments, once paid, are not refundable.
Section 2: Fiscal Year. The fiscal year of the club shall commence on 1 January.
Section 3: Budget Process. The President, with assistance of the Board, shall prepare a budget which will cover the club's forthcoming fiscal year. This document will be presented to the membership for approval by a 2/3 majority vote at the October meeting. Such disbursements of club funds as are specifically included in the approved budget may be accomplished as required without further referral to the Board or the membership. When expenditures are not included in an approved budget the following procedure applies:
a. Emergency disbursements of up to $200.00 may be made for Club equipment maintenance or repairs on request of the Chairman of the Technical Committee and approval by the President. Repeater emergency expenditures in excess of $200.00, but not more than $600.00, require approval by 2/3 of the Board members.
b. All other non-budgeted spending must be approved by a majority vote at any membership meeting.
Section 4: Fees and Dues.
a: If, after the budget is approved at the October meeting, the President envisions financial difficulties or excessive club funds, he will announce that a vote on a new dues structure will be taken at the November meeting. When such an announcement is made.-the editor will publish a notice to this effect in the October edition of the club's newsletter. This announcement will include information as to what extent the proposal would change the dues, if approved by members present at the November meeting. A 2/3 majority vote is required for any such change. Any approved change will become effective the next fiscal year, which begins January 1st.
b. Should circumstances dictate that the final vote on any change in the dues structure be delayed beyond the November meeting, the content of Section 4a will not obviate a change of dues decision by the membership made by a 2/3 majority vote at a later time. Here again, notification of all club members must be accomplished via the newsletter prior to the vote. Dues structure changes made in any month other than November shall become effective the first day of January of the year following approval by the membership.
Section 5: Payment of Dues. All dues become payable as of 1 January each year. To remain a member in good standing, dues must be paid within a 90 day grace period each year. When extenuating circumstances exist, the Board may extend this grace period to a maximum of 150 days. Nonpayment of dues or assessments shall constitute prima facie grounds for expulsion of members concerned. In this instance, Article IV, Section 5 does not apply. All rights and privileges may be restored to delinquent members if all arrears dues are paid or if such members rejoin the Club, as provided for in these bylaws. If extenuating circumstances are present and recognized, the Board may waive the requirement for initiation fees when former members rejoin.
Section 6: Assessments. In event the financial situation should demand action of this nature and providing the membership approves by a 2/3 majority vote, members may be assessed specific amounts of money to enable the club to meet approved goals. Prior to taking such a vote, all members must be notified in writing as to the purpose and the amount of the assessment. This notification will ordinarily be accomplished via the club newsletter.
Section 7: Initiation Fees. Procedures, including restrictions, outlined in this Article for changes to the dues structure also apply to any changes to the initiation fee.
Section 8: – Equipment Fund. Financial policy shall provide for the establishment of an equipment fund to procure new and replacement club equipment. Funds deposited to this account shall be restricted to the purchase and repair of club equipment. All the requirements of "Article X – Finances, Section 3: Budget Process" above shall apply. Deposits to this fund may be provided by assessments, budget, sales, or contributions as deemed acceptable by the Board of Directors.Funds may be borrowed from the Equipment Fund to meet normal club expenses but they shall be returned as soon as possible. Any outstanding balance at the end of the fiscal year shall be included in the next fiscal year’s general budget as a priority debt to be paid.
Article XI - Powers, Functions, and Policy
Section 1: Club Operating Rules. Members who fail to comply with these rules, club policies, or FCC regulations may be subject to removal from the club's rolls in accordance with the provisions of Article IV, Section 5.
Section 2: Radio Frequency Interference. The Club will, when requested to do so, cooperate with any individual or agency to handle cases of radio interference allegedly emanating from or affecting any Amateur Radio station operating within the central Brevard County area.
Section 3: Technical Assistance. Through designated members or committees, the club will provide technical advice to members, interested non-members, and other organizations concerning equipment design and operation. This technical assistance will be provided with a view toward improving emergency type communications in the community; providing for complete frequency compliance and generation of clean signals; implementation of uniform practices; and minimizing spurious radiation.
Section 4: Repeater Policy. The club shall establish its repeaters as open equipment available to all properly licensed Amateurs; however, if autopatch facilities are included they will be available only to General and Life members in good standing. Exceptions to this rule are autopatch operations during an actual emergency situation. Those amateurs temporarily in the club's service area (less than 60 days) shall be allowed use of the autopatch only if access and knockdown is accomplished by a club member. Those in the area for more than 60 days must join the club to use the patches. The use of the autopatch to avoid payment of toll charges is forbidden.
Section 5: Authorized Operators. Although club repeaters are open equipment, their continued use by local Amateurs who are not General or Life members of the club will be discouraged, not only by Control Operators, but by General and Life members as well. Such persons will be urged to become General members of the club so as to contribute their fair share to the financial upkeep of the club's facilities.
Section 6: Club Nets. The club will take reasonable steps to keep the membership informed and to provide individual members with the opportunity to voice their opinions and otherwise discuss their problems with other members. When practicable, a club net will be convened once each week for discussion of Amateur related matters to include purchase, sale, or swap of individually owned Amateur related equipment held by or desired by individual members. Existence of the net described herein will not obviate the requirement for the monthly newsletter as provided for in Article XII. Nets, other than the one described above, may not be conducted on club repeaters unless specifically authorized by majority vote at any meeting.
Article XII – Newsletter
When the club's financial situation permits (as determined by vote of the membership), a monthly newsletter will be published by the club and sent via mail or e-mailed to all members; however, not more than one copy will be mailed to any given household or business address. Members are encouraged to use e-mail whenever possible to reduce newsletter publishing and mailing cost. A copy of the newsletter will be posted on the club web page for a period not less than one year. See Article VI, Section 4, regarding a requirement to include a quarterly financial summary in the newsletter.
Article Xiii – Station Trustee
Section 1: Requirements. The Station Trustee is a member in good standing who volunteers to register with the FCC as the individual responsible for proper operation of licensed radio facilities. A club member who volunteers for such an appointment and who is accepted by a majority vote of the Board will be designated as Trustee. A Trustee may hold office as long as the FCC license upon which he or she is registered remains valid.
Section 2: Responsibilities. The Trustee is empowered to appoint and/or dismiss control operators in coordination with and with concurrence of the President. The Trustee is also empowered to determine the number of control operators who are to be appointed to assist in insuring proper operation of repeaters.
Section 3: Authority. The Trustee is further empowered to disable club equipment when it is deemed necessary to stop improper or illegal operation. Conversely, they are empowered to reactivate equipment as they see fit. These powers will ordinarily be delegated to control operators.
Section 4: Incident Reporting. The Trustee will report all serious difficulties encountered to the President who, in turn, will consult with the Board and take other action as deemed appropriate and/or necessary to resolve the problem.
Article XIV - Control Operators
Section 1: Requirements. Control Operators are General or Life members in good standing who have been appointed to office by the procedure indicated in Section 2, Article XIII.
Section 2: Duties and Responsibilities. Control Operators will perform the following tasks:
a. Monitor equipment to which they are assigned as often and for as long as practicable.
b. Take any reasonable action deemed appropriate and necessary to prevent violation of FCC and club rules and regulations by persons using club repeater equipment.
c. Provide courteous and friendly assistance to all authorized users of club repeaters. This assistance should be especially directed toward transients or new members who demonstrate a need for orientation or guidance in use of the repeaters.
Article XV - Dissolution
Upon dissolution of this club, all of its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to organization(s) which shall be non-profit or not-for-profit as provided by the Internal Revenue Service under either section 501 (c)(3) or 501 (c)(7) of the code.
Article XVI - Amendments
Section 1: Proposed amendments to this Constitution and Bylaws must be reduced to written form by the initiator, signed by at least 10 members eligible to vote, and submitted to the President prior to or at any regular meeting for presentation to the members.
Section 2: Proposed changes to this document must be presented to the membership at two successive meetings. Presentation may be in either of two forms, as follows:
a. The proposed change, if brief, may be read to the membership, or:
b. A lengthy amendment, or major revision, may be documented and a copy of this documentation made available to those who attend the two successive meetings.
Section 3: Subsequent to introduction of the proposed change, each club member in good standing will be notified that an amendment or revision has been proposed and will be acted upon at a .forthcoming meeting. When feasible the suggested change will be printed in full as part of or an enclosure to the newsletter. When possible, this notification will be furnished prior to the initial action to secure a change. In any case, it must be provided before the actual vote is taken at the second or later presentation.
Section 4: At the second and possibly later presentations, when all questions which may have arisen have been discussed and resultant modifications of the change(s) accomplished by vote of the members present, a vote to adopt the proposed change(s) will be taken. The amendment or revision will be adopted if 2/3 of the votes cast are in favor of such action.
Article XVII - Ratification
The foregoing Constitution and Bylaws of the Indian River Amateur Radio Club, Incorporated has been duly presented to the membership of said organization and ratified by at least a 2/3 majority of its member present and voting at a regular meeting of said club. By virtue of this ratification, all Indian River Amateur Radio Club Constitutions, Bylaws, and changes thereto published prior to the date of this document are hereby rescinded. The foregoing Constitution and Bylaws is accepted by the membership of the Indian River Amateur Radio Club, Inc.
The foregoing Preamble and Articles I through XVII represent the full and complete Constitution and Bylaws of the Indian River Amateur radio Club, Incorporated, which became effective upon being -ratified.
This revision has been submitted in accordance with the existing Constitution and Bylaws and was duly ratified on 3 April 1997.
INDIAN RIVER AMATEUR RADIO CLUB, INC. P. O. Box 579
Cocoa, Florida 32923.0579
AMENDMENT NUMBER 1
CONSTITUTION AND BY-LAWS OF THE INDIAN RIVER AMATEUR RADIO CLUB, INC.
Article IV - Membership, Section 2:a. shall be amended to read: General Members must hold a valid Amateur Radio operator's license. When more than one club member lives in the same household, all after the General Member are qualified to become Family Members with all the rights and privileges o-f the General Member.
..... End of Amendment Number 1, IRARC Constitution and By-Laws.....
Having been authorized by vote of at least 2/3 of the members present at a regular meeting on November 6, 1997, Amendment Number 1, as quoted verbatim, above, is effective as of that date. Prior to and including the vote on November 6, 1997, this change was processed in accordance with the provisions of Article XVI of thee By-Laws.
The undersigned hereby verify the truth and accuracy of this document: