RESTATED AND
AMENDED
BY-LAWS
OF
EAST CENTRAL
MINNESOTA AMATEUR RADIO CLUB
ARTICLE I.
OFFICES
Section l.l
Registered Office. There is no Registered Office as such,The records
are kept by the board of directors.
ARTICLE II.
MEMBERS:
MEETINGS,
PROPERTY RIGHTS
Section 2.1.
Members and Meetings. The Bylaws of this club provide that the membership
in this club shall be open to all persons having an interest in the club's
objectives, and who declare a desire for membership and express a willingness to
abide by the Bylaws and other rules promulgated by the club. A member is
defined as a person who has paid their dues.
No other
qualifications for membership are required. A member will have a grace period of
three months to pay his/her dues at the beginning of each year (January 1 to
April 1) before he/she is no longer considered a member. Furthermore, dues
received any time during the calendar year will be just from the time of payment
to December 31st of that calendar year.
Section 2.2
Property Rights. No member shall have any right, title or interest in or
to any property of this club.
Section 2.3
Annual Meeting There shall be an annual meeting of the ECMARC for the
election of directors and officers and the transaction of such other business as
may be deemed necessary shall be held on a day appointed by the President during
the month of November at such place as is designated by the president.
Directors shall
hold office for a period of two (2) years, or until a successor is named, or
until the next annual meeting.
Notices of the
annual meeting shall be given by ten(10) days notice.
Section 2.4
Special Meetings. A special meeting of the members may be called at any
time by the President, Vice-President or by a majority of the Board of
Directors.
Section 2.5
Quorum. The presence, in person, of twenty-five (25%) percent of the
voting members shall constitute a quorum for the transaction of business.
Section 2.6
Voting Privileges. Only current members as defined in section 2.1 shall
be able to vote. Any motion made to approve expenditures, change any of the
by-laws, or make any decision affecting the whole membership will not be voted
upon until the following regular meeting (to allow non-present members to be
informed of the motion and register their vote, by their presence or absentee
ballot). The only exception to this is for emergency repairs to club property.
ARTICLE III.
BOARD OF
DIRECTORS
Section 3.1.
General Powers. The property, affairs and business of this club shall be
managed by the Board of Directors.
Section 3.2.
Number, qualification and Term of Office. The number of directors shall
be not less than 3. Members of the Board shall consist of four elected
officers, the immediate past president and two persons from the general
membership. The number may be increased or may be diminished to not less than
3, by the affirmative vote of a majority of the total number of directors. Each
director shall be a natural person of full age and shall hold office until the
annual meeting of the directors next following his or her election and until his
or her successor shall have been elected and shall qualify, or until his or her
death, resignation, or removal as hereinafter provided.
Section 3.3
Organization At each meeting of the Board of Directors, the President
of this club or, in his or her absence, a chairman chosen by a majority of the
directors present, shall preside. The Secretary of this corporation or, in his
or her absence, any person whom the chairman shall appoint, shall act as
secretary of the meeting.
Section 3.4.
Resignation. Any director of this corporation may resign at any time by
giving notice to the President or to the Secretary of this club. The
resignation of any director shall take effect at the time, if any, specified
therein or, if no time is specified therein, upon receipt thereof by the officer
of this club to whom such written notice is given; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary.
Section 3.5.
Vacancies. Any vacancy in the Board of Directors caused by death,
resignation, removal, an increase in the number of directors, or any other
cause, shall be filled by a vote of the remaining directors (though less than a
quorum), and each director so chosen shall hold office until the next annual
election and until his or her successor shall he duly elected and qualified,
unless sooner displaced.
Section 3.6.
Place of Meetings. The Board of Directors may hold its meetings at such
place or places, within or without the State of Minnesota, as it may from time
to time determine.
Section 3.7.
Meetings. There shall be meetings of the Board of Directors to be held
at the discretion of the President, or at the direction of the Board of
Directors. There shall be an annual meeting which will be held each year for
the purpose of electing the directors and officers of this club and for the
transaction of such other business as shall come before the meeting. Notice of
such meeting shall be given as provided in Section 3.8 hereof for special
meetings of the Board of Directors, unless excused in accordance with Section
3.9 hereof.
Section 3.8
Special Meetings. Notice Special meetings of the Board of Directors
shall be held whenever called by the President or by a majority of the other
directors. Notice of each such special meeting shall be mailed to each director,
addressed to him or her at his or her residence or usual place of business, at
least five (5) days before the day on which the meeting is to be held. Each
such notice shall state the time and place of the meeting, but need not state
the purposes thereof except as otherwise herein expressly provided.
Section 3.9.
Notices Excused. Notice of any meeting of the Board of Directors need not
be given to any director who shall be present at such meeting; and any meeting
of the Board of Directors shall be a legal meeting without any notice thereof
having been given if all of the directors of this corporation then in office
shall be present thereat or waive such notice before, at, or after such
meeting.
Section 3.10.
Quorum and Manner of Acting. Except as otherwise provided by statute or
by these By-Laws, a majority of the total number of directors shall be required
to constitute a quorum for the transaction of business at any meeting, and the
act of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 3.11.
Removal of Directors. Any director may be removed, either with or without
cause, at any time, by a vote of a majority of the total number of
directors, at a special meeting of the Board of Directors called for the
purpose, and the vacancy in the Board or Directors caused by and such removal
shall be filled in the manner specified in Section 3.5 hereof.
Section
3.12. Proxies. Proxies shall not be permitted.
ARTICLE IV.
OFFICERS
Section 4.1.
Number. The officers of this club shall be a President, Vice President,
a Treasurer and, if the Board of Directors shall so elect, one (1) or more Vice
Presidents and such other officers as may be appointed by the Board of
Directors.
Section 4.2.
Election. Term of Office. and Qualifications All officers shall be
elected every two years by the Board of Directors, and, except in the case of
officers appointed in accordance with the provisions of Section 4.10 hereof,
each shall hold office until the next annual election of officers and until his
or her successor shall have been duly elected and qualified, or until his or her
death, or until he or she shall resign, or until he or she shall have been
removed in the manner hereinafter provided.
Section 4.3.
Resignations. Any officer may resign at any time by giving notice of his
or her resignation to the Board of Directors, to the President or to the
Secretary of this corporation. Any such resignation shall take effect at the
time, if any, specified therein or, if no time is specified therein, upon
receipt thereof by the Board of Directors, President or Secretary of this
corporation; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 4.4.
Removal. Any officer may be removed, either with or without cause, by a
vote of a majority of the members, at any annual or special meeting called for
the purpose, and such purpose shall be stated in the notice or waiver of notice
of such meeting.
Section 4.5
Vacancies. A vacancy in any office because of death, resignation,
removal, or any other cause shall be filled for the unexpired portion of the
term in the manner prescribed in these By-Laws for election or appointment to
such office.
Section 4.6.
President. The President shall be the chief executive officer of this
club and shall have general active management of the business of this club
shall, when present, preside at all meetings of the Board of Directors; shall
see that all orders and resolutions of the Board of Directors are carried into
effect; may execute and deliver in the name of the club (except in cases in
which such execution and delivery shall be expressly delegated by the directors
or by these By-Laws to some other officer or agent of this club or shall be
required by law to be otherwise executed and delivered) any deeds1
mortgages, bonds, contracts, or other instruments pertaining to the business of
this club, including, without limitation, any instruments necessary or
appropriate to enable this club to donate income of principal of the club to or
for the account of such corporations, associations, trusts, foundations, and
institutions as are referred to or described in the Articles of Incorporation of
this club and as this club was organized to support; shall perform such other
duties as may from time to time be prescribed by the Board of Directors; and, in
general, shall perform all duties usually incident to the office of the
President.
Section 4.7.
Vice President /secretary. Each Vice President, if any shall be elected
by the membership, shall have such powers and shall perform such duties as may
be prescribed by the Board of Directors or by the President. In the event of
absence or disability of the President, Vice Presidents shall succeed to his or
her powers and duties in the order designated by the Board of Directors.
The Secretary
shall be Secretary of and when present, shall record proceedings of all meetings
of the Board of Directors; shall keep a register of the names and addresses of
all members of this corporation; shall at all times keep on file a complete
copy of the by-laws and all amendments and restatements thereof and a
complete copy of these By-Laws and all amendments and restatements hereof;
shall, when directed to do so, give proper notice of meetings of the Board of
Directors; shall perform such other duties as may from time to time be
prescribed by the Board of Directors or by the President; and in general, shall
perform all duties usually incident to the office of the Secretary.
Section 4.9
Treasurer. The Treasurer shall keep accurate accounts of all moneys of
this club received or disbursed; shall deposit all moneys, drafts, and checks in
the name of, and to the credit of, this club in such banks and depositaries as a
majority of the Board of Directors shall from time to time designate; shall have
power to endorse for deposit all notes, checks and drafts received by this club;
shall disburse the funds of this club as ordered by the Board of Directors,
making proper vouchers therefor; shall render to the President and the
directors, whenever required, an account of all his or her transactions as
Treasurer and of the financial condition of this club; shall perform such other
duties as may from time to time be prescribed by the Board of Directors or by
the President; and, in general, shall perform all duties usually incident to the
office of the Treasurer. He shall also supervise and be responsible for the
maintenance of a current membership list. And any amount over $100 spent needs
treasure and one other officer to approve.
Section 4.10.
Other Officers. Agents, and Employees. This club may have such other
officers, agents, and employees as may be deemed necessary by the Board of
Directors. Such other officers, agents, and employees shall be appointed in
such manner,
have
such duties, and hold their offices for such terms as may be determined by
resolution of the Board of Directors.
Section 4.11
Bond. The Board of Directors of this club shall from time to time
determine which, if any, officers of this club shall be bonded and the amount of
each bond.
Section
4.12 Radio License. The Trustee shall be the custodian of the club
radio license.
ARTICLE V.
FINANCIAL MATTERS
Section 5.1
Books and Records. The Board of Directors of this club shall cause to be
kept:
a. records of
all proceedings of the Board of Directors; and
b. such other
records and books of account as shall be necessary and appropriate to the
conduct of the club business.
Section 5.2
Documents Kept at Registered Office. The Board of Directors shall cause
to be kept at the registered office of this club originals or copies of:
a. records of
all proceedings of the Board of Directors; and
b. all
financial statements of this club; and
c. By-Laws of
this club and all amendments and restatements thereof.
Section 5.3.
Accounting System and Audit. The Board of Directors shall cause to be
established and maintained, in accordance with generally accepted accounting
principals applied on a consistent basis, an appropriate accounting system for
this club. The Board of Directors shall cause the records and books of account
of this club to be audited, as determined by the Board of Directors as they deem
appropriate and may retain such person or firm for such purposes as it may deem
appropriate.
Section 5.4.
Compensation. The Board of Directors of this club may at any time and
from time to time, by resolution adopted by two-thirds (2/3) of the total number
of directors, provide for the payment of compensation to, and for the payment or
reimbursement of expenses incurred by, any director, officer, agent, or employee
of this corporation for personal services rendered to this club by, or for any
expenses necessarily paid or incurred by, any such director, officer, agent, or
employee, but only if and to the extent that the performance of such service or
the incurrence of such expenses is directly in furtherance of the charitable
purposes of this club and the compensation or the amount of expenses paid or
reimbursed, as the case may be, is reasonable and not excessive.
Section 5.5.
Fiscal Year. The fiscal year of the club shall be determined by the
Board of Directors.
Section 5.6.
Checks. Drafts. and Other Matters. All checks, drafts, or other orders
for the payment of money and all notes, bonds, or other evidences of
indebtedness issued in the name of this club shall be signed by the President
and Treasurer in such manner as may from time to time be determined by
resolution of the Board of Directors. Both if bill is over $100.
ARTICLE VI.
WAIVER OF NOTICE
Whenever notice
of any meeting is required to be given by these By-laws or any of the club laws
of the State of Minnesota, such notice may be waived in writing, signed by the
person or persons entitled to such notice, whether before, at, or after the time
stated therein or before, at, or after the meeting.?
ARTICLE VII.
AUTHORIZATION
WITHOUT A MEETING
Any action that
may be taken at a meeting of the Board of Directors may be taken without a
meeting when authorized in writing signed by all of the directors.
ARTICLE VIII.
AMENDMENTS
These By-laws
shall be amended only in the following manner:
1 The
proposed amendments shall be voted on at the next scheduled meeting of the
members;
2 A
two-thirds vote of all members shall be required for approval of any amendment,
whether voting in person at a meeting to consider such amendment.
ARTICLE IX.
DEDICATION OF
ASSETS
The property of
this Club is irrevocably dedicated to educational and scientific purposes, and
no part of its net income shall ever inure to the benefit of any director,
officer or member thereof, or to the benefit of any private individual.
Upon the
dissolution of the club, its assets remaining after the payment of, or provision
for the payment of all debts and liabilities, shall be distributed to the
American Radio Relay League, Inc. if it is then in existence and exempt under
Section 501(c)(3)of the Internal Revenue Code; but if it is not then in
existence or exempt, to another organization which is organized and operated
exclusively for educational and scientific purposes and which has established
its tax exempt status under Section 501(c) (3) of the Internal Revenue Code.
ARTICLE X.
MISCELLANEOUS
The Club shall
establish a bank account. The Treasurer shall keep a record of all income and
expenses. All expenditures shall be paid by check. No expenditure can be made
in excess of $100.00 in any one transaction without the approval of the Board of
Directors. All club activities must be approved by the Board of Directors. The
club shall have the privilege of owning property, both real and personal, and
shall have the right to buy and sell in the club's name.
These By-Laws were adopted as and for the By-Laws of E.C.M.A.R.C , a Minnesota CLUB,
on this 7th day of
November, 2002 .
To whom it may concern:
The
half a million or so people in the US, who call themselves amateur
radiooperators, or hams, are part of a global fraternity. Radio amateurs serve
the public as a voluntary, noncommercial, communication service. This is
especially true during natural disasters, or other emergencies. In addition,
hams continue to make important contributions to the local community, without
consideration of any type of payment.
The
organization known as the ECMARC fulfills the needs and goodwill Of the general
public in the field of communications in time of natural disasters, such as in
tornados, floods, earthquakes, and at the time of any other emergency that may
occur. and works closely with the areas emergency service director, and civil
defense director.
This club will assist the Red Cross, in their disaster plan with providing then
ecessary communications.
This club is highly involved in the Skywarn Network Program. With the help of
all the clubs members, we are able to help the National Weather Service in the
EAST CENTRAL MINNESOTA and surrounding communities in early detection of severe
weather in order to help get the warnings out to the public in plenty of time.
In
general the ECMARC is a highly motivated club that serves the needs, and
goodwill of the community, and general public.