TO ALL VBARC Members:  As you know we are in the process of applying for 501 C 3 status.  In order to conform with the IRS specifications we need to redesign the wording of our by-laws.

Please take time to review these new By-laws prior to the July VBARC Meeting. At that meeting, these will be voted for adoption either

YES or NO...

IF you do not like a section of some wording then vote NO....to the entire document…

IF ADOPTED, we can proceed with the paperwork needed to make this happen..

Thank You

DRAFT IRS 501(c)(3) Bylaws

By-Laws for The Vero Beach Amateur Radio Club (W4OT)

Article I.  NAME AND OFFICES

Section 1. Name.  The name of the Organization shall be The Vero Beach Amateur Radio Club, Inc. (the “Organization”)

Section 2. Principle Office.  The principle office of the Organization shall be in Florida at a location to be determined from time to time by Executive Board.

Article II.  PURPOSES

The organization shall be a 501(c)3 not-for-profit corporation organized exclusively for the following charitable purposes:

    1. To educate and increase the proficiency of its members in the science of radio communications.
    2. To provide for the dissemination of information among its members concerning scientific advancement and progress in the field of radio communications.
    3. To organize and train units of licensed radio amateurs capable of maintaining radio communication as a public service particularly during periods of emergency or disaster.
    4. To conduct periodic classes in radio science for persons seeking an amateur radio license or for those seeking to upgrade their current license.
    5. To encourage and sponsor activities in radio communication to the end that skills and experience gained in amateur radio will further the application of these sciences to benefit the public at large.
    6. To promote the elevation of standards of practice and ethics in the conduct of amateur radio communications.

Article III – MEETINGS AND QUORUM

Section 1. Meetings.  Regular meetings of the Organization shall be on the second Thursday of each month at a designated time and location listed on the W4OT website.

Section 2. Special Meetings. Special Meetings may be called by the President with written notification provided by the Secretary to the Membership at least 10 days prior to the meeting. 

Section 3. Quorum. A quorum to conduct the Organizations business at the monthly meeting shall be a minimum of 11 current voting members plus 3 voting Executive Committee members. The President or Vice Present must be present to preside at this meeting. In the absence of a quorum the President or Vice President will determine agenda items to be addressed, i.e., generally those that don’t require a vote.

Article IV – MEMBERSHIP AND ANNUAL DUES

Section 1. Membership.  The membership of the Organization shall consist of those amateurs and non-amateurs who have a genuine interest in radio or electronics as a hobby and have applied in writing to the Secretary. The Membership Year shall be defined as running from January 1 to December 31.

Section 2. Types of Membership.  The following types of membership shall include: Members with license, Members without license (non-voting), and Family.

Section 3. Honorary Membership. Honorary Members shall be those individuals who are recognized for their valued assistance in promoting amateur radio and Organization events.  They shall not have voting rights on actions of the Organization.

Section 4.  Dues. Annual dues are currently $20 per year for individual members. Family Membership is $30 per year and each family member who is licensed shall have a vote.  Dues are to be paid in January.  If dues are not paid by March 1st the Member will be dropped from the Organization’s Roster.

Section 5. Dues Increases. An increase in dues must be approved by of at least two-thirds of the voting membership following upon recommendation by the Executive Committee.

Article V – OFFICERS AND DIRECTORS

Section 1.  Officers. The Officers of the Organization shall be President, Vice President, Secretary, Treasurer and Trustee, and each shall hold a valid amateur radio license.  These Officers shall constitute the Executive Committee of the Organization.

a. President.  The presiding officer of the Organization shall be the President who is the Chairman of all regular and special meetings.  The President shall be the Organizations spokesperson and represent the VBARC in contacts with other organizations.  Although the President is a non-voting member of the Executive Committee, in the event of a tie, the President shall cast the deciding vote. The President is authorized to spend $200 without Executive Committee approval.

b. Vice-President.  The Vice-President shall assist the President as well as preside as Chairman of all Organizational Meetings in the event the President is unable to attend. If the President is unable to fulfill his or her term of office, the Vice-President will serve the President’s remaining time.

c. Secretary.  The Secretary shall keep a record of minutes of all Organizational meetings and is the prime correspondent for the Group. The Secretary will record the minutes and they will be published on the Organizations Website. The Secretary may request that an appointed member assist him or her in the performance of these duties.

d. Treasurer.  The Treasurer shall receive all funds for the Organization, keep an accurate record of receipts and expenditures, and will expend Organizational funds with approval by the Executive Committee. The Treasurer will present a report of receipts and expenditures at the Organizations monthly meeting.  All checks shall be signed by the Treasurer or other officers designated by the President. The Treasurer shall maintain a roster of members with updates provided to the Secretary and the Public Information Officer (PIO).  

e. Trustee. The Trustee shall serve as a Director and assume full responsibility, both technically and legally, for the proper operation of the Organizations radio station. The license for said radio station shall be assigned to the Organization in his or her name.  The term of the office shall run concurrently with the license. The Trustee shall hold a valid Extra Class license.

 

 

Article VI.  EXECUTIVE COMMITTEE

Section 1. Duties and Powers.  Subject to the limitations set forth in the Articles of Incorporation and those Regulations, the activities and affairs of the Organization shall be conducted, and all corporate powers shall be exercised by or under the direction of the Executive Committee. The Committee consists of the Officers and Repeater Trustee, and shall have the following duties and powers:

    1. To develop and determine policies which govern the Organization.
    2. To develop and monitor the Organizations programs, financial policies, and budgets.
    3. To assure the Organizations financial stability and support it in its fundraising efforts.
    4. To ensure that all the Organizations physical assets are insured, licensed, inventoried, and secured to prevent theft and/or vandalism.

     

    Section 2. 501(c)3 Status.  The Executive Committee shall ensure that the Organization does not engage in any activity that will jeopardize the Organizations federal tax exemption. The Organization shall not carry on any activities not permitted by a Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986and now enacted or hereafter amended.

     

    The Organization shall not lend any of its financial assets to any Officer, Executive Committee Member, or Member of the Organization or guarantee to any person the payment of a loan by an Officer or Executive Board Member of the Executive Committee.

Article VII- NOMINATIONS, ELECTIONS, TERMS OF OFFICE AND INSTALLATION OF OFFICERS

Section 1.  Nominating Committee.  Prior to the election, a Nominating Committee will be appointed by the President to request who in the membership would like to be considered for an office.  According to Roberts Rules of Order, the Nominating Committee shall then select a candidate for each office and present the slate at a meeting held one month prior to the election. At that meeting nominations may also be made from the floor.

Section 2. Elections.  Elections will be held at the regular Organizational meeting in the month of December following a second call for additional nominations of officers from the floor during that Meeting. 

Section 3.  Voting privileges. Voting privileges shall be limited to those Members holding a valid amateur radio operator’s license and whose dues are current.  Voting shall be by voice vote if a slate is presented.  If more than one person is running for an office, a ballot vote shall be taken. Members who are under 18 years of age will not be eligible to hold an office.

Section 4.  Terms of Office.  An elected officer’s normal term shall be 1 (one) year.  There shall be no limit on the number of terms an officer may serve.

Section 5. Installation of officers. Installation of officers shall take place at the regular meeting in January which shall be considered the first month of the Organizations fiscal year.  The President may call for a special meeting for the installation of officers during the month of January.

Section 6. Vacancy. In the event of a vacancy in any office, except President, the membership shall elect a successor to serve for the remainder of the term at the next regular meeting, or at a special meeting if necessary.

Article IX - PROCEDURES

Unless otherwise provided by the By-Laws, Robert’s Rules of Order shall govern all parliamentary procedures of the Organization at regular or committee meetings.

Article X - COMMITTEES

Section 1.  Committees. Committees may consist of members and Board members with the President as an ex-officio member of all committees.  All committees shall be appointed and discharged by the President. 

Section 2. Standing Committees.  The following committees are held within the Organization:  Program, Activities, SKYWARN, Volunteer Examiner (VE), PIO (Public Information Officer), Event Coordinator, ARES/Emergency Communications, Field Day & Contesting, Elmering/New Ham Assistance and Estate & Bereavement.

Section 3.  Additional Committees. The President may appoint additional committees as needed.

Article XI – RESIGNATIONS     

Section 1.  Any member may resign from the club by submitting written resignation to the Secretary, such resignation to become effective after the approval of the Club’s Officers.

Article XII – DISCIPLINARY ACTION 

Section 1. Disciplinary Action.  Any member whose conduct is judged inappropriate and reported to the Board, and after notice and hearing, may be subject to disciplinary action.

Section 2. Disciplinary Committee.  The president will notify the member who has had the report filed against them and will appoint a disciplinary committee to review the report of inappropriate conduct.  The disciplinary committee will make recommendations during the hearing before the membership.

Section 3. Hearing. Any of the following disciplinary actions shall be taken after a hearing and upon recommendations of an appointed Disciplinary Committee.

    1. The member may be warned upon a majority vote of the members at a regular or special meeting.
    2. The member may be suspended from active membership for a period designated in the Disciplinary Committee’s recommendations with the concurrence of two-thirds of the members who are present and voting at a regular or special meeting.
    3. The member may be removed as a member of the Organization with the concurrence of two-thirds of the members who are present and voting at a regular or special meeting.

Article XIII.  OTHER PROVISIONS

Section 1.  Contracts.  The Executive Committee, except as otherwise provided in these Regulations, may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to a specific instance; and unless so authorized by the Executive Committee, no Officer, Agent, or Member shall have any authority or power to bind the Organization by any contract or agreement, or to pledge its credit or commitment, or to render it liable pecuniary for any purpose or to any amount.  Violation of this section will result in termination of membership in the Organization.

Section 2. Non-Discrimination. The Organization shall not discriminate based on gender, race, color, religion, national origin, sexual orientation, or marital status.

 

Article XIV – LIMITATIONS ON CORPORATE AUTHORITY

Section 1. Private Inurement.  No part of the net earnings of the Organization shall inure to any member of the organization not qualifying as exempt under Section 501(c)3 of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Officer or Director of the Organization, nor to any other private persons, excepting solely such reasonable compensation that the Organization shall pay for services actually rendered to the Organization, or allowed by the Organization as a reasonable allowance for authorized expenditures incurred on behalf of the Organization.

Section 2. Political Activity and Lobbying.  No substantial part of the activities of the Organization shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and of the Organization shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Section 3. Non-exempt Activities.  The Organization shall not carry on any activities not permitted by a corporation exempt from federal income tax under section 501(c)3 of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

Section 4.  Loans and Guarantees.  The Organization shall not lend any of its assets to any Officer, Director or Member of this Organization, or guarantee to any person the payment of a loan by an Officer, Director or Member of this Organization.

Article XV – AMENDMENTS

These Regulations may be amended, or new Regulations may be adopted at a Meeting at which a quorum exists, by two thirds vote of the Members. Written notice of the Meeting, its purpose, and the proposed changes shall be given by the Secretary at least ten (10) days in advance of the Meeting

Article XVI – DISSOLUTION

In the event of the termination of the existence of the Organization for any cause whatsoever, all assts and property over and above whatever may be required by the payment of just debts and obligations shall be vested in another organization organized and operated for a similar exempt purpose under section 501(c)(3) of the Internal Revenue Code, as amended.

glw 06/14/18