Amended in full on May 4th, 2007
1. ByLaws Amended in 1999
2. Original ByLaws from 1947
Bylaws for the regulation, except as otherwise provided by statute or the Articles of Incorporation,
of the Palo Alto Amateur Radio Association, Inc.
ARTICLE I. MEMBERS
A. The members of this Association shall be divided into two classifications, namely full members and associate members. A full member shall be required to hold a valid Amateur Radio operator's license. All other members shall be associate members. All members have full voting privileges, but only full members may hold an elected office.
B. Any prospective member may join the club at any time by completing a membership application and paying dues for the current year at the rate set by the Board of Directors.
C. Upon payment of the dues, the new member's contact information shall be entered into the
membership database of the Association. All dues shall become payable on January 1 for the ensuing year, and members joining during the course of a year shall make a pro rata payment with a minimum of six months payment for the balance of the year.
D. Any member who fails to pay renewal dues for a new year by March 31 shall, at the discretion of the Board of Directors, be dropped from the active membership records of the Association.
E. The Board may, by majority vote, grant lifetime membership status to any member or past member of the Association who has warranted such recognition by extraordinary service and contributions to the Association over many years. Life Members are not required to pay dues any longer.
F. When necessary, the Board of Directors may establish fair and equitable procedures for considering the suspension or termination of the membership status of any member. Any such procedures must be clearly written and available to any member upon request. Suspension or termination can only be carried out after a finding that the member interfered with Association activities by engaging in conduct that was seriously prejudicial to the reputation, interests, or purposes of the Association.
ARTICLE II. CORPORATE POWERS
The corporate powers of this corporation shall be vested in a Board of Directors, all of whom shall be full members of this Association in good standing.
ARTICLE III. BOARD OF DIRECTORS
A. The Board of Directors shall consist of four Officers, namely the President, Vice President, Secretary, and Treasurer, plus four Directors. During the first year that a newly elected President serves, the immediate past President shall be invited to serve on the Board for one additional year, as a fifth Director, to assist the Board with his/her expertise and to help smooth the transition from one administration to the next.
B. Five members of the Board of Directors shall constitute a quorum for the transaction of any business requiring a vote. All Officers and Directors shall have an equal vote on all such matters, with decisions made by a majority of those present.
C. All Officers and Directors serve without compensation, are expected to attend all Board meetings, and to assist with the club activities all year.
D. Regular meetings of the Board of Directors shall be held at the call of the President or, in his/her absence, the Vice-President, on such notice as is determined by the Board of Directors. Special meetings of the Board of Directors may be called by the President or Vice-President on at least twentyfour hours' notice to each member of the Board, by at least two of the following means: in person, by amateur radio, by postal mail, by E-mail, or by telephone.
ARTICLE IV. POWERS AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors shall:
(a) set the dues rate;
(b) consider all proposals for plans or actions to accomplish the purposes of the Association;
(c) adopt ways and means for the advancement of the Association and designate work to be done between meetings of the Board;
(d) have general charge of all interests of the Association;
(e) create and dissolve committees and other non-Board positions. The Board shall charge them with appropriate purposes and authorities, as needed for conducting Association activities and accomplishing the Association purposes;
(f) ratify, by majority vote, the members that the President is privileged to appoint to the committees and other non-Board positions that the Board has established;
(g) monitor all financial accounts, direct the expenditure of funds of the Association, but not in excess of the amount held by the Treasurer, and ensure the financial viability of the club.
ARTICLE V. DUTIES OF THE DIRECTORS
It shall be the duty of the Directors:
(a) to provide leadership and direction to the Board and the club;
(b) to act according to the best interests of the Association and its purposes.
ARTICLE VI. DUTIES OF PRESIDENT
It shall be the duty of the President:
(a) to preside at all regular meetings of the Association and to preside at all meetings of the Board of Directors;
(b) to appoint replacements for Officers and Directors not able to serve their complete term, as well as to fill otherwise vacant positions on the Board. These appointments do not require the ratification of the Board, but such appointees shall only serve until the next regularly scheduled election;
(c) to appoint members to committees and other non-Board positions established by the Board, subject to the ratification by the Board.
ARTICLE VII. DUTIES OF VICE-PRESIDENT
It shall be the duty of the Vice-President:
(a) to assist the President;
(b) to perform all the duties of the President during his/her absence.
ARTICLE VIII. DUTIES OF SECRETARY
It shall be the duty of the Secretary:
(a) to receive all communications that may be addressed to the club or that may be submitted by the other members of the club and to keep a full record of the proceedings of each meeting. The Secretary shall read all communications upon request of the President;
(b) to make reports of the Board meetings to the general membership;
(c) to keep the Articles of Incorporation and Bylaws of the Association and have the same with him/her at every meeting. He/she shall note all amendments, changes and additions to these documents and shall permit them to be consulted by members upon request;
(d) to take charge of the annual election process, including ensuring that the pre-election deadlines are met, that only members vote, that all votes are properly tabulated and results properly announced to the membership. The Secretary shall also keep track of all committee and special position appointments and ensure that they are accurately reported in the Association newsletter;
(e) to ensure that the membership roster is well-maintained at all times, and notify the Board whenever there is a possibility the Association will be disqualified from ARRL affiliation, or any other affiliations currently held;
(f) to promptly deliver up all books, papers, or other property of the Association to his/her successor in office.
ARTICLE IX. DUTIES OF TREASURER
It shall be the duty of the Treasurer:
(a) to receive and bank all monies paid to the club including the responsibility for oversight of the collection of membership dues;
(b) to keep an accurate account of all monies received and expended;
(c) to pay all Association bills, but only with proper authorization, according to the procedures adopted by the Board of Directors;
(d) to submit financial statements to the Board of Directors, at its regular meeting after the end of each quarter, that accurately reflect the income and expenditures of the Association;
(e) to promptly deliver everything in his/her possession belonging to the Association to his/her successor in office.
ARTICLE X. ELECTION OF OFFICERS AND TERMS OF OFFICE
A. The President, Vice-President, Secretary, and Treasurer shall be elected for a period of one year, to serve the next calendar year. In addition, two Directors shall be elected for two-year terms and two more Directors shall be elected for one-year terms. The Directors' terms shall be staggered, so that at each election one of the two-year terms will be expiring and one of the two-year terms will have one more year remaining. This staggering of terms means that at every election there will be three Director positions open for election: one for a two-year term and two for one-year terms.
B. In the event that a two-year term Director is unable to complete the first year of his/her term, that first year will be completed by an appointee, as specified in Article 6, and the next election shall choose a Director to serve the second year of that two-year term. This will ensure that the proper staggering of Director positions is maintained, as specified above.
C. During the one year that an immediate past President serves as the fifth Director, this position is held at the pleasure of the immediate past President, and is not part of the election process.
D. In September of each year the President shall appoint three members to serve as a nominating committee. The committee shall interview and select a slate of nominees for Officer and vacating Director positions.
E. The slate of nominees shall be introduced at the October general meeting. Additional nominations shall be accepted from the floor at the October and November general meetings. No person may be nominated without the nominee's willing acceptance. At both of these meetings, any nominee that wishes shall be given an opportunity to solicit votes by communicating their qualifications and reasons for their running. Nominations shall be closed at the end of the November meeting.
F. The final slate of nominees shall be published in the December newsletter and the election shall be held at the December regular meeting by secret ballot. No quorum is defined or required for this election. Members must be present at the meeting to vote. Voting by proxy is not permitted. Each position on the ballot is filled by the nominee receiving the greatest number of votes for that position. Ties are resolved by a flip of the coin witnessed by the tied candidates, immediately after the ballots have been counted. The Secretary shall report the election results as the last order of business at the December meeting. The election process is then complete and the nominating committee is disbanded.
G. Any elected Officer or Director may be removed by a three-fourths vote of the general membership, said vote to be initiated by a majority vote of the Board.
ARTICLE XI. OFFICIAL STATION TRUSTEES
The Trustees of the club station licenses shall be full members in good standing. The Trustees shall be selected by the Board of Directors and serve at the discretion of the Board. The Trustees shall have valid Extra Class licenses and shall be responsible for the timely renewal and maintenance of the station licenses, as well as the lawful operation of the stations.
ARTICLE XII. BYLAW AMENDMENT
The Bylaws of the corporation may be amended by the following sequential process:
(a) the amendment must be proposed at a Board meeting and endorsed by a majority vote of the Board;
(b) the Board-approved amendment shall be submitted in writing at a general meeting of the Association and published in the next monthly newsletter or otherwise mailed to each member at least fifteen days prior to the next general meeting;
(c) at the next general meeting a vote shall be taken by secret ballot. Members must be present to vote. Voting by proxy is not permitted. A three-fourths vote of the members in attendance is required for passage.
ARTICLE XIII. NON-LIABILITY
The members, Officers, and Directors of the Association shall not be personally liable for the debts, liabilities, or other obligations of the Association or its corporation.
ARTICLE XIV. ORDER
In any question coming before a meeting for which no provision has been made in the Article. In any question coming before a meeting for which no provision has been made in the Articles of Incorporation and Bylaws, the meeting shall be governed by "Robert's Rules of Order."