Austin Repeater Organization, Inc. Bylaws (rev.11/91)
Authority
These bylaws have been adopted and amended pursuant to authority evidenced by a majority vote of the Austin Repeater Organization (hereinafter referred to as the Club).
Section I - Name, Purpose, and Affiliation
1.01 Name. This Club shall be known as the Austin Repeater Organization.
1.02 Purpose. The purpose of this Club shall be to establish by means of Amateur Radio, per FCC regulations, Part 97, a noncommercial communications system for use in advancing skills in both the communications and technical phases of VHF/UHF-FM radio for the purpose of providing public service communications for the benefit of the citizens of the Central Texas area and for assistance to any recognized educational, charitable, or nonprofit organization that may require radio communications skills or training in the furtherance of their activities. This communications system will be established by the formation of a benevolent, eleemosynary, nonprofit club of members to hold in common club amateur radio stations (hereafter referred to as the repeaters).
Section II - Membership and Dues
2.01 Membership. Membership in the Club will be of three basic classes: Honorary Life Membership, Regular Membership, and Limited Membership.
2.02 Honorary Life Membership. Honorary Life Membership may be granted to any person whose services to the Club and to amateur radio have been deemed outstanding over a period of years. Honorary Life Membership shall be granted following a recommendation of the Membership Committee, the Executive Committee, and a majority vote of a quorum of the Club cast in secret ballot. He shall have all privileges of a regular member.
2.03 Regular Membership. Regular membership shall be granted to any person who 1) holds a current amateur radio operators license of any class, 2) has indicated a willingness to support the purposes of the Club, 3) has paid the required dues, and 4) has been accepted by the Membership Committee or the general membership.
2.04 Limited Membership. Prior to amendment of the is section in October 1988, any amateur meeting all other membership requirements, but not desiring voting membership in the Club could be granted a limited Membership upon payment of annual dues. No initiation fee was required of these members. Limited Members may not hold office or serve as committee chairmen. Beginning with fiscal year 1989 this level of membership will not be offered to new members.
2.05 Inactive Membership. Members who fall more than a year behind in their payment of annual dues will be considered inactive and dropped from the active member rolls. Payment of annual dues for the current fiscal year will restore the member to active status. Members on inactive status shall lose all privileges of membership.
2.06 Termination of membership. Any member may be removed from the rolls of membership for conduct deemed detrimental to the Club or to amateur radio, following recommendation of the Membership Committee (excepting that person in question) and a majority vote of a quorum of the Club cast in SECRET BALLOT at a general membership meeting. No such procedure shall be taken until the member in question is duly notified.
2.07 Dues. Dues of $10.00 per year shall be paid by each member of the club, except Honorary Life Members. Dues shall be payable in advance each November 1st. Persons becoming members on or after August 1st shall pay $5.00 dues for the remainder of the year. Members who are of the same family and who reside at the same address as another member may elect to pay reduced dues of $3.00 per member, providing at least one family member is a regular dues paying member of the club. Only regular dues paying members will receive the club bulletin.
2.08 Delinquent Payment of Dues. Any member whose dues become 90 days in arrears shall be dropped from the membership roster. A person dropped from the membership roster may be reinstated following full payment of dues owed and acceptance by the Membership Committee. Special considerations may be granted only by the Executive Committee or the general membership following recommendation of the Membership committee.
Section III - Meetings of Members
3.01 General Membership Meetings. Meetings of the general membership shall be held monthly.
3.02 Annual Meeting. An annual meeting of the members shall be held the last meeting of each fiscal year for the purpose of electing Directors and for the transaction of other such business as may come before the meeting.
3.03 Special Meetings. Special meetings of the Club membership must be called by the principal officer if requested by a majority of the full Executive Committee.
3.04 Executive Committee Meetings. The Executive Committee shall meet upon request of a principal officer of the Club. All general members may attend an Executive Committee meeting, but only the committee members may vote.
3.05 Quorum. At any special or general membership meeting, 10% of the voting membership shall be considered a quorum.
3.06 Executive Committee Quorum. At any Executive Committee meeting, a majority of the Executive Committee shall be considered a quorum.
3.07 Voting. Except as otherwise stated in these Bylaws, all decisions at any meeting of the membership, the Executive Committee, or other committees, shall be by a majority vote of a legal quorum. Each member shall have one and only one vote. No voting by proxy shall be allowed.
Section IV - Board of Directors
4.01 General Powers. The affairs of the Club shall be managed by its Board of Directors. Directors need not be members of the club.
4.02 Number and Tenure. The number of directors shall be five. Four of these directors shall hold two-year terms of office, two of which expire each year. Two directors shall be elected by the Club membership at the annual meeting of the membership, and shall hold office until their successors have been elected. The fifth director shall be the senior (in terms of date of appointment) trustee of the Club stations, who shall be an ex officio member of the Board of Directors. Nothing herein shall prevent directors from succeeding themselves.
4.03 Regular Meetings. A regular annual meeting of the Board of Directors shall be held at the end of each fiscal year following the annual meeting of the general membership and prior to the first monthly meeting of the general membership for the new fiscal year. The primary purpose of this meeting shall be the election of club officers for the new fiscal year.
4.04 Special Meetings. Special meetings of the Board of Directors may be called by the President or any two directors.
4.05 Notice. Notice of any meeting of the board of directors shall be given in writing at least two days in advance.
4.06 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board. The act of a majority of the quorum shall be the act of the Board of Directors unless a greater number is required by law or by these bylaws.
4.07 Vacancies. For any vacancy occurring in the Board of Directors, a director to fill the vacancy shall be elected for the unexpired term of his predecessor by majority vote of the remaining Directors.
4.08 Compensation. Directors shall receive no compensation for their services.
Section V - Officers.
5.01 Principal Officers. The principal officers of the Club shall be a President, Vice President, Secretary, Treasurer and Editor. Each of the principal officers shall be elected annually by the Board of Directors and shall take office at the first meeting following the beginning of the fiscal year. Any two or more offices may be held by the same person except the offices of President and Treasurer. Nothing herein shall prevent officers from succeeding themselves.
5.02 President. The President shall be the principal executive officer of the Club and shall in general supervise and control all of the business and affairs of the Club. He shall preside at all meetings of the members, the Executive Committee and the Board of Directors. He must sign all contracts or obligations authorized by the Board of Directors to be executed in the name of the Club. He shall be an ex officio member of all club committees. he shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to him by the Executive Committee or the Board of Directors.
5.03 Vice-President. At the request of the President, or in the event of his absence or disability, the Vice-President shall perform any and all duties of the President. The Vice President shall also serve as Chairman of the Activities Committee for the Club and as such shall be responsible for planning and reporting all activities of the club not covered by other standing or special committees.
5.04 Secretary. The Secretary shall attend and keep the minutes of all meetings of the Club's general membership, the Executive Committee and the Board of Directors. He shall keep reports on all meetings of the committees of the Club and shall issue notices to the Club membership of all membership meetings, including the proposed agenda. He shall serve as Chairman of the Bylaws Committee responsible for making copies of the bylaws available to the general membership upon request or within 90 days of any bylaws changes. He shall perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him by the President or the Board of Directors.
5.05 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Club, subject to such regulations as may be prescribed by the Board of Directors. He shall receive and give receipts for moneys due and payable to the Club from any source whatsoever, and deposit all such moneys in the name of the Club in such banks or other depositories as shall be designated by the Board of Directors. The Treasurer shall enter regularly on the books of the the Club to be kept by him for that purpose, full and accurate accounts of all money and property received, and all moneys and exhibit such books for inspection by the Executive Committee or the Board of Directors at all reasonable times. He shall make written notice to any club member 30 days in arrears of dues, and shall also provide a report on the current financial condition of the Club at each general membership meeting. He shall also keep a current register of the post office address of each member, and shall be custodian of the Club records. He shall serve as Chairman of the Membership Committee and as such shall verify the status of the prospective members' operators licenses by whatever means necessary prior to recommendation for acceptance by the Membership Committee. He shall in general perform all duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the President or Board of Directors.
5.06 Editor. The Editor shall be responsible for the preparation and distribution of the Club bulletin each month prior to the general membership meetings. He shall be responsible for coordinating with the Chairman of the Membership Committee for printing of the membership roster semi-annually and with the Chairman of the Bylaws Committee for printing of the bylaws as needed. He shall in general perform the duties incident to the office of Editor and such other duties as from time to time may be assigned to him by the President or Board of Directors.
5.07 Trustees of the Club Stations. The Trustees shall have control of the Club amateur radio stations in accordance with FCC Regulations and shall perform all duties incidental to the office of Trustee. Trustees shall serve indefinite terms and shall be replaced by the principal officer of the Club following the recommendation of a majority of the Executive Committee. The Senior Trustee (in terms of date of appointment) shall be an ex officio member of the Board of Directors.
5.08 Compensation. Officers and Trustees shall receive no compensation for their services.
5.09 Vacancies. In the event of the death or resignation of any principal elected officer, an officer to fill the vacancy shall be elected for the unexpired term of his predecessor by the Board of Directors.
5.10 Removal from Office. Any officer may be removed from office for conduct deemed detrimental to the Club or to amateur radio following a hearing before a joint meeting of the Executive Committee and the Board of Directors, and a unanimous vote of a legal quorum of this body. A legal quorum for this action shall be a majority of the Executive Committee members plus a majority of the Board of Directors.
Section VI - Committees
6.01 Executive Committee. The Executive Committee shall be composed of the principal officers of the Club and all current chairmen of standing committees. They shall be responsible for the mode of Repeater use and shall perform all other duties given them by the Club or the Board of Directors.
6.02 Standing Committees. There shall be four standing committees: Bylaws, Membership, Activities and Technical. The President shall appoint the Chairmen of the Technical Committee. The chairmen of each standing committee shall in turn appoint the other committee members. Each committee chairman shall provide a report of committee activities at each general membership meeting.
6.03 Bylaws Committee. The Bylaws Committee shall be responsible for maintaining the bylaws in a current condition and shall make the current bylaws available to the Club membership upon request or within 90 days following any changes to the bylaws. The committee shall also study each proposed amendment and revision to the bylaws for possible conflict and proper codification, and shall maintain a record of all standing rules.
6.04 Membership Committee. The Membership Committee shall provide recommendation on each application for membership to the Club. It shall be responsible for all activities to promote and increase the membership in the Club.
6.05 Activities Committee. The Activities Committee shall be responsible for the planning, coordination, and execution of all social and public service activities that the Club engages in. It shall be responsible for maintaining a list of club members who could be called upon at short notice to provide communications services.
6.06 Technical Committee. The Technical Committee shall oversee all planning, acquisition, installation and maintenance of Club equipment. It shall be responsible for the maintenance of a stock of spare parts and for the annual inventory of all Club equipment and parts.
6.07 Special Committees. The President may appoint other special committees for specific purposes. These special committees shall have no inherent powers other than those granted by the President.
6.08 Removal of Committee Chairmen from Office. The President may remove any committee chairman from office for neglect of duty or conduct deemed detrimental to the Club.
6.09 Review of Decisions. All decisions of standing or special committees are subject to the review of the Executive Committee and may be overruled by the same.
Section VII - Fiscal Affairs
7.01 Fiscal Year. The fiscal year of the Club shall commence on the first day of November and shall end on the last day of October.
7.02 Audits. The Executive Committee shall audit the books of the Club during the last month of each fiscal year and shall make a Financial Report to the membership at the first meeting of the next fiscal year.
7.03 Club Funds. All funds and properties received by or coming into the custody of the Club belong to and are trust funds and property of the Club to be expended only for the purposes authorized and only in accordance with the regulations prescribed by the Club.
7.04 Club Budget. The President shall submit for approval of the membership, at the second meeting of the fiscal year, a proposed annual budget of Club operations including 1) maintaining the Repeaters and associated utilities, and 2) purchase or construction of equipment; when approved, the treasurer shall disburse Club funds against this budget as required. If new projects are undertaken by the Club during the year, the budget will be appropriately modified and approved by the membership prior to expenditure of funds unless otherwise provided for in these bylaws.
7.05 Disbursements. The Treasurer shall make all disbursements. He shall have prior Club approval for any disbursement in excess of $25.00 which is not authorized by an approved budget, with the exceptions noted in 7.06 and 7.07.
7.06 President's Discretionary Fund. The President shall have a yearly discretionary fund of $200. He may order disbursements against the fund for Club purposes only.
7.07 Executive Committee Disbursement Authority. The Executive Committee may order disbursements for emergency needs which arise prior to the next scheduled membership meeting. The limit of this authority is $75.00 per disbursement item.
7.08 Dissolution. In the event of dissolution of the Club any remaining assets shall be donated to the Austin/Travis County Office of Civil Defense and/or any recognized non-profit charitable organization approved by the Executive Committee. Under no circumstances shall any net income or remaining assets of the Club inure to the benefit of any member or individual.
Section VIII - Club Stations
8.01 Repeaters. The repeaters shall be maintained as the Club stations. All equipment installed as a normal function of the repeaters is the property of the Club.
8.02 Use of the Club Stations. The repeaters are intended for the use of Club members and nonresident amateur radio operators who are visiting Austin for short periods of time. Because of the high cost of maintaining repeaters, amateur radio operators who are residents of the normal working areas of the repeaters will be encouraged to pay Club dues prior to utilizing the repeaters.
8.03 Availability of Members' Licenses. Upon the request of the Club President, any member shall furnish his current Operator's License for inspection by the Chairman of the Membership Committee within one month of the time of the request.
8.04 Emergency and Public Service Use. The priority use of the Club Stations will be emergency and approved public service work. When so used, the Club members not participating will allow special courtesy to those involved. In case of serious emergency, normal repeater use may be restricted.
8.05 Extra Use of Stations. Upon approval of the Technical Committee and the Club membership, a member or a group of members may be granted special privileges for a specific period of time. Anyone applying for special privileges shall be prepared to assume additional financial responsibility for repeater maintenance. Any equipment used for these privileges is the property of the member or group of members involved until the expiration of the above time period. At that time, 30 days will be allowed for removal of equipment or ownership of the equipment shall revert to the Club.
8.06 Use of the Repeaters by resident Non-members. Resident non-members who will continue to use the repeaters with no regard to paying their fair share of the costs of operation and maintenance ( by payment of annual dues) will be informed of the method finance of such operation and maintenance by the Membership Committee and will be urged to join the Club.
Section IX - Standing Rules
9.01 Standing Rules. The Club may, by majority vote of a legal quorum and without prior notice, adopt standing rules to cover points of procedures or other rules not of sufficient importance to be included in the bylaws. These standing rules may not conflict with the bylaws. A standing rule may be amended or abolished at any meeting at which there is a quorum by a majority vote of the membership present.
Section X - Amendments to Bylaws
10.01 Notice of amendment. Notice of a proposed amendment to the bylaws will be published in the Club prior to the monthly meeting of the general membership.
10.02 Preparation for Consideration. The President shall instruct the Bylaws Commit to prepare any proposed amendments or changes for consideration as stated in the notice, and to insure that no conflict in the bylaws will exist because of the proposed amendment. The Bylaws Committed shall present the proposed amendment and the recommendation of the Committee to the Club membership for the consideration at the next general membership meeting. Text of the proposed changes or amendments shall be made available at the monthly meeting of the Club membership.