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Constitution of the 9-0-4 Amateur Radio Club, Inc. Article 1:
Name The legal name of this club and
corporation is the 9-0-4 Amateur Radio Club, Inc. Under appropriate circumstances
this club and corporation may also be known as the 9-0-4 Amateur Radio
Club, and the 9-0-4 ARC. Article 2:
Purposes This purposes of this club and
corporation include the following: ·
Recognition and
enhancement of the value of the amateur service to the public as a voluntary
noncommercial communication service, particularly with respect to providing
emergency communications. ·
Continuation and extension
of the amateur's proven ability to contribute to the advancement of the radio
art. ·
Encouragement and
improvement of the amateur service through rules which provide for advancing
skills in both the communication and technical phases of the
art. ·
Expansion of the existing
reservoir within the amateur radio service of trained operators, technicians,
and electronics experts. ·
Continuation and extension
of the amateur's unique ability to enhance international
goodwill. ·
Providing amateur radio
operators in Southern Illinois, Southeast Missouri, and Western Kentucky with
opportunities for fellowship, education, training, operating, contesting, and
license examination. ·
Fostering emergency
preparedness among amateur radio operators in Southern Illinois, Southeast
Missouri, and Western Kentucky, including cooperative emergency preparedness
efforts with local, state, and federal emergency service and disaster
agencies. ·
Establishing and
maintaining repeaters, digi-peaters, and other communications and test equipment
for use by the amateur radio community of Southern Illinois, Southeast Missouri,
and Western Kentucky. ·
Performance of actions not
inconsistent with applicable law in furtherance of the foregoing or incidental
thereto. ·
Exercise of any powers
authorized to not for profit corporations by the laws of the State of
Illinois. Article 3:
Service Area The service area of this club
and corporation is Southern Illinois, Southeast Missouri, and Western
Kentucky. Article 4:
Membership There shall be two categories
of membership in this club and corporation, Members and Associate
Members. Any licensed amateur radio
operator shall be eligible to be a Member. Any person interested in amateur radio
shall be eligible to be an Associate Member. Members and Associate Members shall have the same rights
and benefits of membership, except that Associate Members shall not be
eligible to vote, to make or second motions and nominations, to serve as
Elected Officers, or to serve as Directors. No person may become a
Member or Associate Member until accepted by the Members at
any regular or special meeting.
Dues tendered by any person not accepted into membership shall be
returned. A Member or Associate
Member may be expelled from membership upon two-thirds vote of the
Members at any regular or special meeting with at least ten days notice
to the Members and to the person whose expulsion is to be
considered. Such proceedings may be
initiated only by a petition signed by either three members of the Executive
Committee, or in the alternative by one-fifth of the Members.
Article 5:
Dues Dues shall be payable annually
in advance for the period commencing January 1 and ending December 31. The Members at any regular or
special meeting may establish various classes of membership and fix dues for
each class, provided that dues shall be the same for Members and
Associate Members of the same class. No change in dues shall be effective
until the beginning of the next dues period. Any Member or
Associate Member whose dues are delinquent as of March 1 shall be dropped
from membership, provided that such Member or Associate Member may
at any time through December 31 reinstate his or her membership by payment of
dues without the requirement of again being accepted for
membership. After August 1 dues for a new
Member or new Associate Member for the partial year remaining
shall be one-half of the established annual dues. After December 1 dues for a new
Member or new Associate Member for the partial year remaining
shall be waived if the new Member or new Associate Member pays
dues in full for the next year. No Member or
Associate Member shall be entitled to a refund of dues by virtue
of his or her resignation, incompetence, death, or expulsion from
membership. Article 6:
Meetings of Members Members shall meet regularly to conduct the business of this
club and corporation. A schedule of
regular meetings shall be determined from time to time by the Members at
any regular or special meeting. If
no schedule of regular meetings is in effect, one may be promulgated by the
President upon at least ten days notice to the
Members. Special meetings may be called
by the President or two members of the Executive Committee acting
in concert, upon at least five days notice to the Members. Any action may be taken at a special
meeting that could be taken at a regular meeting. A quorum for the conduct of
business at any regular or special meeting shall be five Members,
provided that if two consecutive regular or special meetings have failed due to
the lack of a quorum, the requirement of a quorum may be waived at the next
regular or special meeting upon at least ten days notice to the Members.
An act of the majority of
Members present at any regular or special meeting at which a quorum is
present or has been waived shall be the act of the Members.
No action of the Members
shall be invalidated because the meeting at which it was taken was not chaired
by the President or Vice-President. Except when provided otherwise
by law, this constitution, or the Members, all meetings of the
Members shall be governed by Roberts Rules of Order, however in the
absence of objection the chairman of the meeting may allow it to proceed
informally. Article 7:
Election of Officers The Elected Officers of
this organization shall be as follows:
President; Vice-President; Treasurer; and
Secretary.
Any Member shall be
eligible to election as President, Vice-President,
Treasurer or Secretary. The term of each Elected
Officer shall be for one year commencing July 1 and ending June 30, or
until his or her successor shall have been elected and qualify. Elections shall be held at a
regular or special meeting of the Members in April of each year, or as
soon thereafter as may be expedient. Article 8:
Duties of Elected Officers The President shall be
the Chief Executive Officer of this club and corporation; shall chair all
meetings of the Executive Committee and the Members at
which he or she is present; may form and dissolve committees, and appoint and
remove the chairmen and members thereof; may create and abolish additional
offices, and appoint to such offices Members, Associate
Members, and others, each of whom shall serve at the pleasure of the
President; and generally conduct the business of this club and
corporation subject to law, this constitution, the resolutions of the
Directors, the advice of the Executive Committee, and the will of
the Members. The Vice-President
shall, in the absence of the President, perform the duties of the
President; provided that the Vice-President shall not have the
power to dissolve committees, to remove chairmen or members from committees, to
abolish offices created by the President, to remove officers who serve at
the pleasure of the President, to appoint Directors, to fill
vacancies, or to call special meetings of the Directors, the
Executive Committee, or the Members. The Treasurer shall be
the Chief Financial Officer of this club and corporation; shall receive all
monies due this club and corporation, and pay out the same when authorized to do
so by the Directors, the Executive Committee, or the
Members; shall keep the financial books and records of this club and
corporation; shall report to the Directors, the Executive
Committee, the President, and the Members when requested; and
shall file such tax and other financial returns as may be
necessary. The Secretary shall keep
minutes of the meetings of the Members, and if requested to do so of the
meetings of the Directors and the Executive Committee; shall be
the keeper of all records of the club and corporation, except those specifically
entrusted to the Treasurer or another by this constitution, the
Directors, the Executive Committee, the President, or the
Members; and shall file such reports as are necessary with the American
Radio Relay League and the Secretary of State of the State of
Illinois. Article 9:
Directors There shall be five
Directors of this club and corporation. The terms of office of each
Director shall be five years commencing January 1 and ending December 31,
and shall be established so that one term expires on December 31 of each
year. Annually in October, or as soon
thereafter as may be expedient, the President shall appoint one
Member to serve a five year term commencing January 1 of the following
year. Any Elected Officer may
concurrently serve as a Director.
The President may appoint himself or herself as a
Director. Article 10:
Meetings of Directors Directors shall meet regularly to conduct such business of this
club and corporation as is entrusted to them. A schedule of regular meetings shall be
determined from time to time by the Directors at any regular or special
meeting. If no schedule of regular
meetings is in effect, one may be promulgated by the President upon at
least ten days notice to the Directors. Special meetings may be called
by the President or two members of the Executive Committee
acting in concert, upon at least five days notice to the Directors. Any action may be taken at a special
meeting that could be taken at a regular meeting. A quorum for the conduct of
business at any regular or special meeting shall be a majority of the
Directors then holding office.
The chairman of the meeting shall be selected by the senior
Director present. An act of the majority of
Directors present at any regular or special meeting at which a quorum is
present shall be the act of the Directors. Except when provided otherwise
by law, this constitution, or the Directors, all meetings of the
Directors shall be governed by Roberts Rules of Order, however in the
absence of objection the chairman of the meeting may allow it to proceed
informally. Article 11:
Powers of Directors The Directors shall have
such powers as shall be vested in them by law, this constitution, and the
Members. The Directors shall have
full access to all books, records, accounts, and property of the club and
corporation; shall have the power to authorize an audit or inventory of the same
at any time; shall have the power to protect and defend the property and
existence of the club and corporation, including filing any required returns and
reports not otherwise filed by the proper officer, defending any suits brought
against the club and corporation, and prosecuting any suits on behalf of the
club and corporation that they deem expedient. The club and corporation may
not sell, transfer or otherwise dispose of any tangible personal property having
a fair market value in excess of Two Hundred Fifty Dollars except by action of
the Directors. This
requirement may not be defeated by reducing an item to components and disposing
of the components in separate transactions. The club and corporation may
not sell, transfer or otherwise dispose of any real property, regardless of
value, except by action of the Directors. Except as to matters
specifically reserved to the discretion of the Members by this
constitution, whenever the actions of the Directors and the
Members are inconsistent the actions of the Directors shall
prevail. Article 12:
Executive Committee The Elected Officers and
the Directors of this club and corporation collectively constitute the
Executive Committee.
Each member of the
Executive Committee shall have only one vote, including a member
of the Executive Committee who serves as both an Elected
Officer and a Director. The Executive Committee
may meet in regular session without further notice than this provision
immediately following any regular or special meeting of the Members.
A schedule of additional
regular meetings may be determined from time to time by the members of the
Executive Committee at any regular or special
meeting. Special meetings of the
Executive Committee may be called by the President or two members of the Executive
Committee acting in concert, without notice or upon whatever notice such
convening authority deems appropriate.
If notice of the call of a meeting of the Executive Committee is
given, a bona fide attempt shall be made to give notice to all members of
the Executive Committee, however no action of the Executive
Committee shall be invalidated because of a lack of such notice. Any action may be taken at a
special meeting that could be taken at a regular meeting. A quorum for the conduct of
business at any regular or special meeting shall be a majority of the
Executive Committee then holding office. An act of the majority of the
members of the Executive Committee present at any regular or
special meeting at which a quorum is present shall be the act of the
Executive Committee. No action of the
Executive Committee shall be invalidated because the meeting at
which it was taken was not chaired by the President or
Vice-President. Except when provided otherwise
by law, this constitution, or the Executive Committee, all
meetings of the Executive Committee shall be governed by Roberts
Rules of Order, however in the absence of objection the chairman of the meeting
may allow it to proceed informally. Article 13:
Special Actions by Executive Committee Whenever it is impractical to
present any matter to the Members because: ·
The emergency nature of
the matter requires action before the next regular meeting of the Members
and before a special meeting of the Members could reasonably be called;
or ·
The pressing nature of the
matter requires action before the next regular meeting of the Members,
but the matter is of a minor nature rendering it inappropriate to call a special
meeting of the Members; or ·
The matter was to have
been presented to the Members at a regular or special meeting, and that
meeting failed due to the lack of a quorum; then the Executive
Committee may take any action with respect to such matter as the
Members could have taken if it had been presented to them, subject to the
following limitations: no
Member or Associate Member may be expelled; no election may be
held; no Elected Officer or Director may be removed from
office; and this constitution may not be amended. Any action taken by the
Executive Committee pursuant to this provision shall be reported
to the Members at their next regular or special
meeting. Article 14:
Vacancies in Office Whenever an Elected
Officer or a Director ceases to be a Member, resigns, becomes
legally incompetent, dies, or is removed from office, such office shall be
deemed vacant. In the event of a vacancy in
any Elected Office other than President, the unexpired
portion of such term shall be filled by appointment of the President,
provided that no person shall be appointed to any Elected Office
who would not be eligible for election to that office. In the event of a vacancy in
the office of the President, the unexpired portion of such term shall be
filled by succession in the following order: Vice-President; Treasurer;
Secretary; and Directors in the order of seniority. No person shall be prevented from
succeeding to the office of President by reason of not being eligible for
election to that office. In the event of a vacancy in
the office of Director, the unexpired portion of such term shall be
filled by appointment of the President, provided that no person shall be
appointed to fill a vacancy in the office of Director who would not be
eligible for appointment to a full term as
Director. An Elected Officer or a
Director may be removed from office upon two-thirds vote of the
Members at any regular or special meeting with at least ten days notice
to the Members and to the Elected Officer or Director whose
removal is to be considered. Such
proceedings may be initiated only by a petition signed by either three members
of the Executive Committee, or in the alternative by one-fifth of the
Members. Article 15:
ARRL Affiliation It is the policy of this club
and corporation to be an American Radio Relay League Affiliated
Club. The Elected Officers and
Directors of this club and corporation shall use their best efforts to
obtain and maintain this club and corporation as an American Radio Relay League
Affiliated Club. It is the policy of this club
and corporation that membership shall not be denied to any person solely for the
purpose of allowing the club and corporation to become or remain an American
Radio Relay League Affiliated Club. Article 16:
Alternative Dispute Resolution In the event an internal
dispute arises that cannot be resolved within this club and corporation, the
dispute will be submitted to an appropriate alternative dispute resolution
mechanism of the American Radio Relay League, if one is
available. The appropriateness and
availability of an alternative dispute resolution mechanism shall be determined
solely by the American Radio Relay League. For the purpose of this
article, an "internal dispute" means any disagreement between two or more
Elected Officers, Directors, Members, or Associate
Members, concerning the operation or governance of this club and
corporation, or the interpretation of this constitution or any enactment of the
Directors, the Executive Committee, or the
Members. This definition
shall be interpreted liberally as it is the intent of this article to maximize
the resolution of disputes within the framework of any available American Radio
Relay League alternative dispute resolution mechanism and to minimize the
resolution of disputes through traditional litigation. The results of the alternative
dispute resolution mechanism, if available, shall be final and binding on all
Elected Officers, Directors, Members, or Associate
Members, unless the rules of the alternative dispute resolution mechanism
provide otherwise. Every Elected Officer,
Director, Member, and Associate Member by accepting and
retaining such status agrees to be bound by the provisions of this
article. Article 17:
Notice Whenever notice is required by
this constitution, it shall be in writing and served upon the party entitled
thereto by personal delivery or by placing the notice in an envelope addressed
to such party at his or her last known address and depositing the sealed
envelope in a United States Post Office mail box with first class postage fully
prepaid. When notice is served by
mail, actual receipt of notice by the party entitled thereto is not necessary
for the notice to be effective. Inclusion of any notice in the
official newsletter that is mailed to the party entitled to such notice shall be
sufficient. Proof of service of any
required notice may be made by either of the following
methods: ·
The person serving the
notice may file a signed certificate of service with any member of the
Executive Committee; or ·
If the person serving the notice is a
member of the Executive Committee, by the oral statement of such person
made at any regular or special meeting of the Members and so noted in the
minutes. When computing the number of
days between the service of a notice and a meeting, the day of personal delivery
or mailing of the notice shall not be counted, but every subsequent day,
including the day of the meeting, shall be counted. Article 18:
Constitutional Amendments This constitution may be
amended only by the following procedure: ·
At the request of either
three members of the Executive Committee or one-fifth of the
Members, a proposed constitutional amendment may be presented at any
regular or special meeting of the Members, and shall then be held over
for consideration at a regular or special meeting of the Members held at
least fifteen days after the meeting at which it was first
presented. ·
At least ten days prior to
the meeting at which it is to be considered, notice of the proposed
constitutional amendment shall be given to the
Members. ·
The proposed
constitutional amendment may be considered only at the meeting of Members
specified in the notice, and only if a quorum is present at said
meeting. ·
The proposed
constitutional amendment shall be adopted only if first passed by a vote of
two-thirds of the Members present at said meeting, and then ratified
within thirty days by the Executive Committee. After adoption, an amendment to
this constitution becomes effective immediately, unless the amendment provides
otherwise. Article 19:
Transition and Adoption The terms of the three existing
Directors of this club and corporation shall expire seven days after the
adoption of this constitution. Upon the adoption of this
constitution the then current Elected Officers shall be become
Directors to serve for terms expiring as follows: Secretary--for a term to
expire December 31, 1999 Treasurer--for a term to
expire December 31, 2000 Vice-President--for a term to
expire December 31, 2001 President--for a term to
expire December 31, 2002 In addition thereto, the
President shall promptly appoint an additional Director whose term
shall expire December 31, 2003. This constitution shall be
effective only when adopted as an amendment to the current constitution in
accordance with the provisions for its amendment, and when also adopted by the
existing board of directors of this club and corporation. As this Article will have fully
served its purpose after the implementation of its terms, it shall be deemed
repealed without further action of the Directors or Members thirty
days after this constitution is adopted. Adopted by the Membership
pursuant to the procedural requirements of the previous constitution: July 15, 1999. ______________________________ Donald R. McGinness,
K9EXH, President ______________________________ James A. Flummer,
N9LEC, Secretary Adopted by the Board of
Directors: July 15,
1999. ______________________________ George A. Britt,
N9HRW, Director ______________________________ Gregory V. Krempasky,
KB9BNB, Director ______________________________ James A. Flummer,
N9LEC, Director |