BY-LAWS of BRAZOS VALLEY AMATEUR
BY-LAWS of BRAZOS VALLEY AMATEUR RADIO CLUB,
INC.
also available in pdf form
(November 2006)
We, the members of
Brazos Valley
Amateur Radio Club, Inc.,
wishing to secure for ourselves the pleasures and benefits, without pecuniary
interest or gain, of association with persons commonly interested in amateur
radio, and to pursue and achieve the lawful purposes of the Club as set out in
our Articles of Incorporation as a non-profit corporation in the State of Texas,
do hereby adopt these By-Laws.
ARTICLE I -- MEMBERSHIP
Article I Section A
Membership in the Club shall be granted as follows:
1. Submission of an application, signed by the applicant,
showing name, address, home and work phone numbers, amateur radio operator call
sign and class of license, if any, and stating an agreement to observe the
By-Laws of the Club and the Rules and Regulations of the Federal Communication
Commission.
2. Payment of the annual dues as specified in ARTICLE VI of
these By-Laws.
Article I Section B
Rights and privileges of membership shall be:
1. To vote on any matter placed before the Club for action, as
follows:
a. One vote for an individual membership.
b. One vote for each member of a family membership.
2. Receipt, at the domicile address, of a single copy of
newsletters, membership lists, meeting notices and any other publications or
items which the Club may, from time to time, mail or deliver to members.
Article I Section C
There shall be four classes of membership as follows:
1. Individual membership.
2. Student membership: A student will be defined as an
individual who is a full time student as defined by the respective accredited
school including public or private school, college, junior college, university
or trade school. Student may verify full time status by a current student ID
showing full time status or other as acceptable to the Treasurer.
3. Family membership, when more than one (1) member of a family
is living at a single address.
4. Individual lifetime memberships
Article I Section D
Termination of membership in the Club shall result from one (1)
of the following:
1. Written resignation by the member.
2. By majority vote of members present at a regular or special
membership meeting. In the event of such termination, the terminated member
shall receive a pro-rata refund of dues paid. For a life member, the refund
shall consist of monies remaining as if he had paid the regular dues annually.
3. Non-payment of annual dues by due date. The member does not
have any rights as a member, director or officer while the dues are lapsed, but
if the member pays the outstanding dues within 45 days of the due date, the
member will be fully reinstated retroactive to the original due date with full
continuity.
ARTICLE II -- OFFICERS
Article II Section A
The officers of the Club shall be: President, Vice President,
Recording Secretary, Corresponding Secretary and Treasurer; each of whom must be
a member of the Club and hold a Technician Class or higher license from the
Federal Communication Commission, except that the President must hold a General
Class or higher License.
Article II Section B
Officers shall be elected for a term of two (2) years at the
regular membership meeting in November preceding the year for which elected, and
shall take office at the regular membership meeting the following January.
Office positions will be staggered with the Vice President, Corresponding
Secretary/Treasurer and At large director elected on even years and President,
Recording Secretary and the other At large director on odd years.
Article II Section C
Nomination for officers shall be accomplished as follows:
1. There shall be a standing nomination committee composed of
three (3) past presidents of the Club in chronological order beginning with the
immediate past president, the chairman of which shall be the immediate past
president. If no past presidents are available, or the immediate past president
is not active, then the President shall appoint such members as are necessary to
fill the committee, together with the committee chairman, not later than the
regular membership meeting in October.
a. The Nominating Committee shall accept suggestions from
members for consideration in selecting a list of at least one (1) candidate for
each office, with the consent of each such proposed candidate, which list shall
be presented to members attending the regular membership meeting in November as
the Committee's recommendations for nomination for each office. 2. Nominations
may be made from the floor at the November meeting, provided the consent of such
nominees has been, or is, obtained at the meeting.
Article II Section D
In the event of a continuing disability and inability of an
Officer or Director to continue in the performance of his/her duties; the same
shall be treated as if a vacancy has occurred and the Board of Directors may
appoint as a substitute, any duly qualified member of the Club, to perform the
duties of the office left unfulfilled for the duration of the same.
Article II Section E
Any officer may be removed from office by a vote of at least
two-thirds (2/3) of the members present at a membership meeting.
ARTICLE III -- DUTIES OF OFFICERS
Article III Section A
Pursuant to the representations of members of the Club, the
duties of the President shall be:
1. To preside as Chairman of the Board of Directors.
2. To preside at all membership meetings of the club and to
conduct such meetings in accordance with the rules adopted.
3. To enforce observation of the Articles of Incorporation, the
By-Laws and motions duly adopted by the membership.
4. To sign all official documents that are adopted by the club
and none other.
5. To decide all questions of order.
6. To appoint a Parliamentarian whose duties shall be:
a. To cause all pertinent changes, consisting of amendments,
additions and deletions, to be noted on the Articles of Incorporation and the
By-Laws.
b. To assist the President on all questions of order.
7. To appoint standing and/or ad hoc committees as required to
accomplish the purpose of the Articles of Incorporation, and the directives and
goals of the membership, including, but not limited to, a Program Committee and
its chairman, the Program Director.
Article III Section B
The duties of the Vice President shall be:
1. To assist the President in overseeing the activities of the
Club.
2. To assume all duties of the President, if absent.
Article III Section C
The duties of the Recording Secretary shall be:
1. To keep minutes of all membership meetings.
Article III Section D
The duties of the Corresponding Secretary shall be:
1. To prepare and mail all correspondence with third parties
involving the Club, if requested by the President, and to maintain a reading
file of such correspondence, irrespective of by whom written.
2. To keep a roll of members.
3. To read appropriate communications at Club meetings.
4. To notify all members in advance of each membership meeting
as required in ARTICLE V, Section F of these By-Laws, including the agenda for
each such meeting.
5. To properly prepare and timely file all reports and/or
returns required by taxing authorities.
Article III Section E
The duties of the Treasurer shall be:
1. To receive all monies due the Club.
2. To disburse monies of the Club under authorization as
specified in ARTICLE VII, Section F of these By-Laws.
3. To keep an accurate accounting for all monies of the Club
that are received and disbursed.
4. To prepare for each regularly scheduled Board of Directors
meeting an itemized statement of monies received and disbursed since the last
regular board of directors meeting.
5. To properly prepare and timely file all reports and/or
returns required by taxing authorities.
Article III Section F
The offices of Recording Secretary, Corresponding Secretary and
Treasurer may be held by one (1), two (2) or three (3) persons one (1) person
per office).
Article III Section G
The Treasurer may be placed under an adequate surety bond at the
Club's cost at the option of the Board of Directors.
Article III Section H
All officers and committee appointments shall give to their
successor all items in their possession belonging to the Club.
ARTICLE IV -- BOARD OF DIRECTORS
Article IV Section A
The Board of Directors shall consist of the five (5) Officers of
the club, and two (2) at large members, elected at the regular membership
meeting in November and the Past President/Past President At-Large as described
in Article IV, Section A, Paragraph 2. A member holding 2 or more such offices
in accordance with Article III, Section F shall have only one vote on the Board
of Directors.
1. At the membership meetings in November, one (1) director
shall be elected for a two-year term to replace the outgoing at large member.
2. In addition, the immediate past president of the Club shall
be a member of the Board of Directors during the first calendar year following
his term as President of the Club. The Past President will be considered as an
at large member with all rights herein. The position becomes vacant and is then
treated as a recurring elected at-large board member with a 1 year term until
the incumbent president is no longer in office.
Article IV Section B
Vacancies of at-large members of the Board of Directors shall be
filled by appointees of the Board for the un-expired terms.
Article IV Section C
Removal of an at-large member of the Board of Directors shall be
by an affirmative vote of three-fourths (3/4) of the Board.
Article IV Section D
The Board of Directors shall oversee operation of the Club and
shall establish general policies and guidelines for the Club. All
responsibilities not otherwise specifically delegated to officers of the Club by
these By-Laws shall be the responsibility of the Board of Directors.
Article IV Section E
The President of the Club shall serve as Chairman of the Board
of Directors, and in the case of tie votes on matters before the Board, shall
break the tie by casting the deciding vote. The Chairman may appoint standing or
ad hoc committees of the Board.
Article IV Section F
The duties of the Secretary of the Board of Directors shall be:
1. To record and maintain minutes of all meetings of the Board.
2. To conduct all correspondence of the Board concerning
Board-level matters.
ARTICLE V -- MEETINGS
Article V Section A
No action binding the Club shall be taken at any membership
meeting unless a quorum of members is present.
1. A quorum shall be deemed to be fifteen (15) members or
twenty-five (25) percent of the Club's total membership, whichever is greater.
2. A Club member may assign his right to vote at any membership
meeting to another member. Such proxy shall be in writing, signed by the member
granting it, and shall designate the specific membership meeting at which
applicable, and shall state whether the proxy is specific or general.
Article V Section B
There shall be one (1) regular membership meeting each calendar
month. It will take place on the second Thursday of the month at 7:30 PM at the
Sugar Land Community center.
Article V Section C
Special membership meetings shall be called only by officers of
the Club or by the Board of Directors.
Article V Section D
A special membership meeting must be called by the officers upon
receipt of a written request for such, signed by at least ten (10) percent of
the Club members, stating the purpose of the requested special membership
meeting.
Article V Section E
The regular membership meeting in November shall be the one at
which the election of officers and at-large directors is to be accomplished.
Article V Section F
The Corresponding Secretary shall notify members of the Club of
any special meetings by written notice to be mailed at least seven (7) calendar
days prior to the date of the meeting. Any proposed by-laws amendments are to
also be mailed at least seven (7) calendar days prior to the date of the meeting
in which the vote will take place. These notices may be satisfied by inclusion
in the Club newsletter, if feasible and timely.
Article
V Section G
Provisions applicable to meetings of the Board of Directors
shall be:
1. The board of directors shall meet monthly on the first
Thursday of the month at 7:30 PM at a location voted upon at a previous board of
directors meeting unless changed by a majority of the board members. Special
meetings may be called by either a majority of the board members or the Chairman
with 7 days notice either in writing or by verbal contact with each Board
member.
2. A quorum of Board members shall be required for any
definitive action on matters involving the Club. Such quorum shall be defined as
a majority of eligible Board members, at least one (1) of whom must be an at
large director. In determining the majority, a multiple board position holder
shall count as one Board member.
ARTICLE VI -- DUES
Article VI Section A
Membership dues for each calendar year are as follows:
1. Individual membership shall be twenty dollars ($20.00).
2. Family membership shall be twenty dollars ($20.00), plus two
dollars ($2.00) for each additional family member.
3. Individual lifetime membership dues shall be determined to be
a multiple of the annual dues as specified in ARTICLE VI, Section A, Paragraph 1
of these By-Laws. The value of the multiplier shall be ten (10), unless
otherwise set by the Board of Directors; which will be review on an annual basis
at the January Board of Directors meeting.
4. Student membership shall be one-half (1/2) the Individual
membership
Article VI Section B
Dues payable by a renewing member or a new member joining the
club shall not be prorated.
Article VI Section C
Annual membership dues are to be paid in advance on a one-year
basis, and are renewable one calendar year from the date of such payment. Dues
payment shall renew membership for one calendar year from the date dues payment
is received, or one year from the expiration date of the previous year's dues,
whichever is later. Non-payment of annual dues by the renewal date shall result
in termination of membership in accordance with Article 1, Section D, Paragraph
3.
Article VI Section D
There shall be no membership dues credit for any donation to the
Club of materials and/or equipment.
ARTICLE VII -- FINANCIAL
Article VII Section A
All monies of the Club shall be maintained in an authorized bank
account in the name of the Club.
Article VII Section B
All checks issued by the Club shall be signed by the President,
Vice President or the Treasurer.
Article VII Section C
The Club's accounting year shall be the calendar year.
Article VII Section D
The Club's accounting records shall be maintained on the cash
basis of accounting.
Article VII Section E
The Club's accounting records shall be audited by an audit
committee appointed by the Chairman of the Board of Directors and approved by
the Board. An audit shall be made at the end of a Treasurer's period of service
and at the end of a calendar year. The audit committee shall submit a written
report to the Board of Directors and the Club membership. The report to Club
members may be considered to have been made to Club members by being read at the
first regular membership meeting following the issuance of the report.
Article VII Section F
The expenditure of Club funds shall be left to the unilateral
discretion of the authorized signatories up to $100 per check, but not to total
more than $300 per month. Higher amounts must be authorized by a majority vote
of the Board of Directors or the members present, either in person or by proxy,
at a board of directors meeting or a majority vote at a club regular membership
meeting.
ARTICLE VIII -- GENERAL PROVISIONS
Article VIII Section A
Proceedings shall be conducted in accordance with Robert's Rule
of Order (latest edition).
Article VIII Section B
In accordance with the non-profit corporation laws of the State
of Texas, the Board of Directors shall have the responsibility for all equipment
and fixed assets owned by the Club. The records of the Board shall contain an
inventory of said equipment and fixed assets which shall be included in any
audit of the Club's accounting records. The Board of Directors shall determine
the disposal of any such equipment or fixed assets.
Article VIII Section C
The Registered Agent for the Corporation (Club) shall remain as
such until replaced by appointment by the Board of Directors. Normally, such
replacement will occur to fill a vacancy caused by resignation, by termination
of membership in the Club, or by removal of an incumbent by majority vote of the
Board of Directors.
ARTICLE IX -- AMENDMENTS
Article IX Section A
The By-Laws may be amended by a two-thirds (2/3) affirmative
vote at a general membership meeting wherein proper notice has been given.
Article IX Section B
Proposals for amendments to the By-Laws shall be submitted in
writing to the President of the Club at least thirty (30) days prior to a
membership meeting. The Corresponding Secretary shall include any proposed
amendments in a meeting notice mailed to members in accordance with the
provision in ARTICLE V, Section F of these By-Laws.