Adopted November 14, 1979

ARTICLE I

REGISTERED AGENT AND OFFICE

1.01. OFFICE. The Austin Amateur Radio Club, Inc., hereinafter referred to as the "Club", shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the Texas nonprofit Corporation Act.

1.02. AGENT. The registered agent shall be a general or limited member of the Club. The registered agent may be changed from time to time by the Board of Directors.

ARTICLE II

MEMBERSHIP AND DUES

2.01. CLASSIFICATIONS. The Club shall have three classes of membership: a general membership: a limited membership: and an honorary membership.

2.02. GENERAL  MEMBERSHIP. The general membership shall be open to any licensed amateur radio operator, upon election by a majority of the general membership present at a regular meeting and the payment of the prescribed dues. The general membership shall have all rights and privileges of membership in the Club.

2.03. LIMITED MEMBERSHIP. The limited membership shall be open to any person interested in amateur radio who does not possess a valid amateur operator's  license, upon election by a majority of the general membership and payment of the prescribed dues. The limited membership shall have all rights and privileges of membership in the Club except the right to vote or to hold elected office.

2.04. HONORARY MEMBERSHIP. An honorary membership shall be bestowed upon any person who has contributed substantially to the Club upon election by a majority of the general membership. The honorary membership shall be for life and shall have all rights and privileges of membership except the right to vote or hold elected office, with he exception that an honorary member shall have all rights and privileges of general membership if he is a licensed amateur radio operator. No dues shall be required of an honorary member.

2.05. CHANGES IN CLASSIFICATION. The limited membership shall be converted to a general membership upon the member's obtaining a valid amateur operator's license. A general membership shall be converted to a limited membership upon the lapsing or expiration of  a general member's amateur operator license. Membership of any character is automatically canceled upon the suspension or revocation of a member's license and shall remain canceled for the duration of such suspension or revocation.

2.06. DUES. The President may present for approval changes in the amount and terms of dues at any regular meeting. Such changes shall be effective upon approval.
 

ARTICLE III

MEETINGS AND MEMBERS

3.01. ANNUAL MEETING. The Club shall hold an annual business meeting to elect officers in December, at such time and place as the Executive Committee shall select. Notice of this meeting shall be posted to all members by regular U.S. mail at least twenty days prior to such meeting. No notice is required if this meeting is held on the same schedule as the general membership meetings meetings.

3.02. GENERAL MEMBERSHIP MEETINGS. The Club shall hold a general membership meeting during each month except December, at such time and place as the Executive Committee shall select. The meeting may be held at a regularly scheduled time and place. If the meeting time or place is changed, notice of the new time and place shall be posted to all members by regular U.S. mail at least twenty days prior to such meeting.

3.03. SPECIAL MEETINGS. The Club may hold such special meetings as the Executive Committee shall designate, or called by one fourth of the general voting membership, upon ten days notice to the membership by regular U.S. mail.

3.04. EXECUTIVE COMMITTEE MEETINGS. The Executive Committee of the Club shall meet at least once per month and may meet in any special meeting called by the Chairman or any three members of the Committee upon three days notice to other members. The notice provision of the by-laws may be waived by the unanimous vote of all Committee members.

3.05. NOTICE. The use of any official regular publication of the Club, posted in the U.S. mail, may suffice as notice where notice is required in any of the preceding by-laws.

3.06. QUORUM. At least ten percent (10%) of the general voting membership shall constitute a quorum to do business at any regular monthly meeting or at the annual business meeting.

3.07. EXECUTIVE COMMITTEE QUORUM. Fifty percent (50%) of the membership of the Executive Committee shall constitute a quorum at any meeting of the Executive Committee.

3.08. VOTING. Except as otherwise stated in these by-laws, all decisions at any meeting of the membership, the Executive Committee or other committees, shall be by a majority vote of a proper quorum. Voting members shall have only one vote each. No voting by proxy shall be permitted. All voting shall be by a show of hands or voice in open meeting.
 

ARTICLE IV

BOARD OF DIRECTORS

4.01. GENERAL POWERS. The affairs of the Club shall be managed by its Board of Directors.

4.02. NUMBER, QUALIFICATIONS AND TENURE. The number of Directors shall be five, who shall be the President, Vice President, Secretary, Treasurer, and Activities Manager of the Club. The President shall serve as the Chairman of the Board of Directors and the Vice President shall serve as Vice Chairman. The tenure of each Director shall run concurrently with that Director's term as officer of the Club, and shall terminate when a successor for that office has been elected and qualified at an annual meeting of the general members of the club.

4.03. MEETINGS. The meetings of the Board of Directors shall be at the same time and places as the meetings of the Executive Committee as described in Article 3.04 herein. An action taken or resolution passed at a concurrent meeting as described above shall be considered the act or resolution of the Board of Directors and shall be recorded as such in the minutes of the meeting of the Board of Directors.

4.04. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

4.05. VACANCIES. With the exception of the position of Chairman of the Board, any vacancy occurring on the Board shall be filled by election held by the Board as soon as practicable. The Vice Chairman shall become Chairman should a vacancy occur in the position of Chairman. All elections by the Board shall be for the unexpired term of the position.
 

ARTICLE V

OFFICERS

5.01. OFFICERS, ELECTION AND TERMS. The officers of the Club shall be a President, a Vice President, a Secretary, a Treasurer and an Activities Manager. The officers shall be elected annually by the general membership at the annual meeting of general members of the Club and shall take office at the first meeting following the beginning of the fiscal year.

5.02. PRESIDENT. The President shall be the chief executive office of the Club. The President shall preside at all meetings, shall have the general active management of the business and affairs of the Club, and shall see that all resolutions and orders are carried into effect. The President shall, in general, perform all duties incident to the office of President.

5.03. VICE PRESIDENT. The Vice President shall in the absence or disability of the President, perform all duties and have the authority and power of the President.

5.04. SECRETARY. The secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these by-laws or as required by law: be custodian of the corporate records; keep a register of the post office address of each member; and, in general, perform all duties incident to the office of Secretary.

5.05. TREASURER. The Treasurer shall be the custodian of all moneys and securities of the Club. The Treasurer shall receive and give receipts for money 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 selected by the Board of Directors. The Treasurer shall make entries in, and be the custodian of, accurate financial records of the Club and shall be responsible for all corporate financial reports required to be made by the Club. The Treasurer shall in general, perform all duties incident to the office of Treasurer.

5.06. ACTIVITIES MANAGER. The Activities Manager shall be responsible for the supervision, logistics and operation of all official Club activities and shall be the Chairman of the Activities Committee.

5.07. REMOVAL. Removal from office of any officer shall be by vote of not less than two thirds of the voting membership, voting upon a written petition to remove, signed by any general member and presented to the President at least thirty days prior to the meeting at which such removal is brought before the membership.
 

ARTICLE VI

COMMITTEES

6.01. EXECUTIVE COMMITTEE. The Executive Committee shall be composed of the President, Vice President, Secretary, Treasurer and Activities Manager, and shall operate in accordance with duties and obligations imposed in Article IV herein.

6.02. ACTIVITIES COMMITTEE. The Activities Committee shall be chaired by the Activities Manager, who, upon election and qualification, shall appoint other members of the Committee. The Committee shall perform those duties delegated to the Activities Manager in Article 5.06 herein. The Committee shall provide a report of Committee activities at each general membership meeting.

6.03. TECHNICAL COMMITTEE. The Technical Committee shall be chaired by a chairman appointed by the President, the Committee shall oversee all planning, acquisition, installation and maintenance of Club equipment and property. It shall prepare an annual inventory of all Club equipment and other Club property. The Committee shall provide a report of Committee activities at each general membership meeting.

6.04. SPECIAL COMMITTEE. The President may appoint other special committees for specific purposes.

6.05. REVIEW F DECISIONS. All decisions of standing or special committees shall be subject to the review of the Executive Committee and may be overruled by same.
 

ARTICLE VII

FISCAL AFFAIRS

7.01. FISCAL YEAR. The fiscal year of the Club shall commence of the first day of January, and shall end on the last day of December.

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. Upon such approval, 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 the expenditure of funds.

7.05. DISBURSEMENTS. The Treasurer shall make all disbursements. He shall have prior Club approval for any disbursement in excess of $10.00 which is not authorized by an approved budget, with the exceptions noted in Article 7.06 and 7.07 herein.

7.06. PRESIDENT'S DISCRETIONARY FUND. The President shall have a yearly discretionary fund of $200.00. He may order disbursements against this fund for Club purposes only.

7.07. DISSOLUTION. In the event of dissolution of the Club, any remaining assets shall be donated to 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.
 

ARTICLE VIII

PARLIAMENTARY PROCEDURE

8.01. ROBERT'S RULES OF ORDER. Robert's Rules of Order shall serve as the parliamentary authority of the Club for all rules and procedures not covered by the by-laws.
 

ARTICLE IX

AMENDMENTS TO BY-LAWS

9.01 PROCEDURE. These by-laws may be amended by a vote of the general membership at any regular meeting, upon giving notice of such amendments at the regular meeting immediately prior thereto.

From: "Stuart Rohre" 
To: 
Sent: Saturday, April 26, 2003 2:08 PM
Subject: draft by laws amended Apr 26 2003


For some time, it has been difficult to recruit enough club officers for
positions as outlined in the 1979 AARC bylaws as amended to present.

Defacto Activities have been handled by a committee of the Administrative
Officers, Pres., Vice Pres., Sec. and Treas. and the club station trustee,
and past Pres. and volunteers acting as committees most years.

(As we move toward 501c3 incorporation, it seems appropriate to bring the
club constitution list of officers into line with typical corporation
officers, ie elected President, Vice President, Sec., and Treas.  The Club
station trustee has also been the registered agent, since we have to
maintain a mailing adr. with FCC and State.  However, he is not named
Trustee in present by laws.  Here we add him to Executive Committee to fix
the oversight.)

Also, activities are more easily handled by committees for each event.
These amendments are presented to address those concerns.

The function of electing and appointing the Scholarship Board has not been
timely accomplished for some years, and the annual Scholarship selection
has slipped well into April.  It is desirable to have the scholarships
recipients selected in March, to allow secondary school commencements to
timely have the list of recipients for recognition in May assemblies and
commencement.  These concerns will be addressed by establishing datelines
for Scholarship Application, board member election/appointment, and
meetings to vote on applicants in line with earlier club officer elections
we have planned as outlined below.

There is also a desire to align AARC election of officers with that of
ARO, so that the business year of the organizations may coincide.


Based upon the 1979 Bylaws of The Austin Amateur Radio Club Inc. A Non
Profit Corp.

Adopted Nov. 14, 1979 and amended since:
proposed changes in quotes and/or capitals:

"Art. 1.02.  AGENT.  The registered Agent shall be a general member of the
Club and the FCC club stations Trustee licensed for full amateur
priviledges."  (remainder the same, trustee serves at pleasure of the
officers who make up the Board.)(The club station trustee has always been
the Registered Agent, so that government notices always go to a "good"
address.)(Individual addressee required by FCC, and meets state Corporate
registered agent requirements).

ARTICLE III

MEETINGS AND MEMBERS

3.01.  ANNUAL MEETING.  "The Club shall hold an annual Business Meeting to
elect officers in NOVEMBER, ---(rest same)"Notice of this meeting shall be
posted to all members by the regular club bulletin the previous month"
(removes U.S. mail only, thus allowing electronic notifications as well,
and rather than set days, sets the month before).  (In future, club
bulletin might be all electronic). Moves officer election to Nov. aligning
with ARO yearly elections of Directors, and appointment of ARO officers.
Thus, officer elections does not intrude upon annual Banquet of AARC.

3.02.  "IF the meeting time or place is changed, notice of the change
shall be placed in the club regular bulletin the previous month and other
appropriate venues."  (allows use of repeaters and web pages as well as
news bulletin)

3.03.  SPECIAL MEETINGS "-----(same)---upon notice in the previous monthly
bulletin and by electronic means."

3.05.  NOTICE "---,posted in the U.S. mail and or by electronic
publication, may suffice---" (enables web and repeater notices of special
meetings.)

ARTICLE IV

BOARD OF DIRECTORS

4.01.  GENERAL POWERS. "----managed by its Board of Directors who shall
constitute the Executive Committee along with the Trustee, and Past
Presidents."  (defines executive committee as used elsewhere)  (The
station trustee always has sat on officer meetings along with past
President.) (Also encourages past presidents to remain actively involved
in club direction).

4.02.  "-----(same)----number of Directors shall be FOUR, who shall be the
President, Vice President, Secretary, and Treasurer."  (deletes Activities
Manager, to be replaced by various activity committees and chairs, thus
involving more members in activity planning).  (Brings club corporate
officers in line with Texas Corp. law, and 501c3 needs for four officers
acting as corporation Directors).

ARTICLE V

OFFICERS

5.01.  "----(same) officers shall be----and Treasurer." (deletes
Activities Manager) "---annual meeting----, and shall take office at the
FIRST Meeting of the new Year."  (since election is moved to Nov., old and
new officers can interact and form new budget in Dec., and the new
officers can start with the new year).

5.06.  ACTIVITIES "MANAGEMENT".  "The club elected officers will manage
club activities through events committee chairperson and committees>"
(replacing activities manager reference and duties)

ARTICLE VI

COMMITTEES

6.01.  EXECUTIVE COMMITTEE. "---shall be----,Treasurer, and Club Station
Trustee and Past Presidents"  (codifies long standing practice of bylaws).

6.02.  ACTIVITIES COMMITTEE"S".  "The Activities Committees for each event
will be led by an appointed chairperson and member volunteers under
direction of club Executive Committee."  "The Committees shall provide
reports as appropriate at each general membership meeting."  (deletes
Activities Manager, and single committee, adds appointed chair of each
event commitee and volunteer members under direction of club officers who
can set size of committee and duties.)

6.05.  REVIEW "OF" DECISIONS.  (corrects typo)

7.04.  CLUB BUDGET. "----, at the FIRST meeting of the fiscal year, a
proposed annual Budget, ---"(since the new officers will have Dec. to work
up Budget, it can be brought to Jan. meeting, a more timely presentation).

7.06.  "OFFICERS discretionary funds."  "The President shall ----only."
"The Budget may annually set other modest discretionary funds less than
the President's fund, for the offices of Secretary and Treasurer and other
offices as voted in the annual budget."  (codifies long standing
discretionay administrative funds for sec. supplies, Treasurer envelopes
and stamps, etc.less than $200.)  (This allows small emergency club
expenses to be covered by officers without coming back to amend the annual
budget for minor items.)

7.07.  DISSOLUTION.  "In the event----donated to any recognized amateur
radio organization, approved by---- and within 501c3 guidelines."  
(brings AARC in line with ARO Dissolution clause, enables club assets to
pass to another amateur radio group, invokes 501c3 compatibility).

7.08.  ADMINISTRATION OF BEQUESTS.  A Bequest in Memory of Jesse Copland,
W5TQ, was given to the club for any public purpose serving Amateur Radio,
and it and any subsequent bequests for worthy amateur radio projects, will
be administered by a six member Board.  There will be 3 members appointed
by the Club President in consultation with the Executive Committee, and 3
members elected by General Membership.  Members will serve staggered terms
of 3 years, 2 years, and 1 year, and will draw for term in first year of
service.  Annually thereafter, one elected and one appointed member will
fill expired terms.  The Club President will serve on the Board ex
officio. The Copeland Fund having been invested by agreement with Austin
Community Foundation, (ACF); will be administered for Scholarships at the
direction of the club as follows.  Scholarship availability will be
determined annually by the board upon the proceeds of investments, with
the principle retained for future growth.  Scholarship application process
will be announced no later than the December bulletin of the club, and
circulated to Greater Austin Metro area schools by Austin Community
Foundation (ACF) and the club. Applicants will request an application form
from ACF, and return it to ACF, with required school information and copy
of any class of Amateur Radio License.  Only licensed Amateur Radio
Operators are eligible for scholarships.  By end of February, ACF will
send completed applications to Copeland Fund Board representative.  The
Board will agree to meet and consider applications by the end of March and
determine number of grants and amount of funds available, and allocation.  
The Board will set other criteria for fund grants as needed to determine
the most worthy recipients. Funds will be disbursed directly by ACF in the
case of scholarships, directly to the institution attended.  Funds may be
used for tuition and fees and disabled expenses at post secondary
institutions, or for approved further education courses at the discretion
of the Board.  Grantees must reapply yearly and meet Board guidelines.

(restates the administration of bequests by an independent board of
elected and appointed club members, sets deadline for grant applications
availability, returning applications, and selection of grantees well
before the usual May commencements.  Serves to give time in April, for
club to publicize the grants and recipients bringing good PR to the club.
Establishes an outline for other bequests administration.)


73, and Thanks,
Stuart
K5KVH