ARROW Communication Association, Inc. Corporate BYLAWS
As amended Nov. 2002
ARTICLE I. Name and Location
SECTION 1. Name
The name of this Corporation shall be ARROW Communication Association, Inc.
SECTION 2. Location
Mailing address is P.O. Box 1572, Ann Arbor, Michigan 48106.
SECTION 3. Other Offices
Other offices for the transaction of business shall be located at such places
within the State of Michigan as the Board of Directors may from time to time
determine.
ARTICLE II. Membership
SECTION 1. Active Membership
Any Amateur Radio operator licensed by the Federal Communications Commission
as such and approved by a majority of the Board of Directors shall be eligible
to become an Active Member of this Corporation, with full voting and other
privileges.
SECTION 2. Family Membership
Spouses or immediate relatives of active members residing in the household
of active members identified in Section 1 above, who are licensed Amateur
Radio operators and approved by a majority of the Board of Directors, shall
be eligible to become family members of this Corporation.
- Family Membership shall carry all of the rights and privileges of Active
Membership, including the right to vote and hold office.
- Family Membership shall run concurrently with the Active Membership.
SECTION 3. Associate Membership
Any unlicensed individual with a genuine interest in Amateur Radio and approved
by a majority of the Board of Directors shall be eligible to become an Associate
Member of the Corporation. Associate Members shall have all of the rights
and privileges of an Active Member, except that they shall not be entitled
to vote or hold office.
SECTION 4. Honorary Membership
The Board of Directors may annually by majority vote, confer honorary membership
on any person it deems appropriate. Honorary Members shall have all of the
rights and privileges of an Active Member, except that they shall not be entitled
to vote or hold office.
SECTION 5. Voting Rights
Each Active Member and each Family Member shall be entitled to one vote on
each matter submitted to a vote of the Membership.
SECTION 6. Suspension and Expulsion
For cause, any Membership may be suspended or terminated. Sufficient cause
for suspension or termination shall be a violation of these Bylaws or any
lawful rule or practice adopted by the Corporation. Suspension or expulsion
shall be by a two-thirds vote of the Board of Directors provided an opportunity
to appear and present defenses is given.
ARTICLE III. Meetings of Members
SECTION 1. Annual Meeting
There shall be an annual meeting of the Corporation during the month of December
of each year, for the election of officers, receiving reports, and the transaction
of other business. Notice of these meetings, issued by the Secretary, shall
be mailed or emailed to the last recorded address of each member at least
fifteen days before the time appointed for the meeting.
SECTION 2. Quorum
One-tenth of the Active and Family members of the Corporation when present
at any meeting shall constitute a quorum; and in case there is less than this
number, the presiding officer may adjourn the meeting from time to time until
a quorum is present.
SECTION 3. Order of Business
The order of business at meetings shall be as follows:
- Call to Order
- Roll Call
- Reading of minutes of previous meeting
- Communications and bills
- Reports of officers
- Reports of committee heads and committee members
- Unfinished business
- New Business
- Election of Officers
- Other business
- Adjournment
The President may deviate from the foregoing Order of Business if, in his
judgment, he feels it necessary to do so.
SECTION 4. Special Meetings
The President shall, within thirty days after receipt of a petition signed
by ten percent or more of the total Active and Family members of the Corporation,
but by at least ten Active and Family members, call a meeting of the Corporation
and direct the Secretary to give written notice of the time, place and purpose
of such meeting to every Active and Family member of the Corporation, not
less than three days or more than fifteen days from the time set for it.
The President at his own discretion or at the direction of the Board of Directors
may call a meeting of the Corporation at any time, provided that the notice
requirements of the preceding paragraph are met.
SECTION 5. Proxies
At any meeting of the membership where notification is given that a specific
problem or issue will be discussed, a member entitled to vote may vote by
proxy, executed in writing or by email by the member on such specific item.
SECTION 6. Parliamentary Authority
Robert's Rules of Order, Revised, shall be the parliamentary authority used
by all bodies of the Corporation, except when in conflict with these Bylaws.
ARTICLE IV. Officers
SECTION 1. Elective Officers
The elective officers of the Corporation shall be the President, Secretary,
Treasurer, Technical Coordinator, Activities Coordinator and Public Service
Officer.
SECTION 2. Eligibility
Any Active Member or Family Member in good standing shall be eligible for
nomination and election as one of the officers of the Corporation.
SECTION 3. Terms
All officers shall take office immediately upon their election, and shall
serve for a term of one year, and until successors are duly elected. Officers
are eligible for reelection. Vacancies in any office may be filled for the
balance of the term thereof by the Board of Directors as set forth in ARTICLE
VI, SECTION 4.
SECTION 4. President
The President shall be the chief officer of the Corporation, and shall preside
at the meetings of the Corporation and of the Board of Directors. He shall
be a member, ex-officio, of all committees. He shall communicate to the Corporation
such matters and make such suggestions as may in his opinion promote the welfare
and Increase the usefulness of the Corporation, and shall perform such other
duties as are necessarily incident to the office.
SECTION 5. Secretary
It shall be the duty of the Secretary to give notice of and attend all meetings
of the Corporation and all committees and to make provisions for the keeping
of records of the proceedings; to conduct correspondence and to execute all
orders, votes and resolutions not otherwise committed; to keep a list of the
members of the Corporation and, in general, to perform all the 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.
SECTION 6. Treasurer
The Treasurer shall have charge and custody of and be responsible for all
funds and securities of the Corporation; receive and give receipts for money
due and payable to the Corporation from any source whatsoever and deposit
all such money in the name of the Corporation in such banks, trust companies,
or other depositories as shall be selected by the Board of Directors and,
in general, to 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 the Board of Directors.
SECTION 7. Technical Coordinator
The Technical Coordinator shall be in charge of the procurement, repair, maintenance
and operation of the radio and electronic equipment of the Corporation, maintaining
security, recommending to the Board of Directors from time to time such changes
in the equipment and operating procedures of the station or stations of the
Corporation as in his Judgment may be desirable and, in general, all duties
incident to the office of Technical Coordinator and such other duties as from
time to time may be assigned to him by the President or the Board of Directors.
SECTION 8. Activities Coordinator
The Activities Coordinator shall be responsible for the conduct of Amateur
Radio-oriented Corporate activities, including: Field Day and other contest
operations, conduct of Amateur License classes, the conduct of any club nets
and any other activities undertaken by the membership of the Corporation or
by the Board of Directors and, in general, all duties incident to the office
of Activities Coordinator and such other duties as from time to time may be
assigned to him by the President or the Board of Directors.
SECTION 9. Public Service Officer
The Public Service Officer shall be responsible for servicing all requests
made to the Corporation for the provision of radio communication for non-profit
activities, including liaison with such organizations and the coordination
of such publicity and public relations pertaining to the role of the Corporation
in public service communication and for all other aspects of the Corporate
activities which may, in the Judgment of the President, Board of Directors
and/or membership, merit public notice and, in general, all duties incident
to the office of Public Service Officer and such other duties as from time
to time may be assigned to him by the President or the Board of Directors.
ARTICLE V. Trustees
SECTION 1. Duties
The Board of Directors shall appoint a trustee for each repeater or radio
station maintained by the Corporation. One person may be the Trustee for more
than one repeater or station. Such Trustees shall carry on, on behalf of the
Corporation, all correspondence with the Federal Communications Commission,
shall have all powers and duties concerned with the radio station prescribed
by law or regulation of the Federal Communications Commission and shall have
the power to order the shutting down of the repeater, radio transmitting station
or stations of the Corporation at any time if he has, in his sole discretion,
sufficient reason to believe that Federal Law or a regulation of the Federal
Communications Commission has or will be violated by operation of such repeater,
station, or stations .
SECTION 2. Nomination and Appointment
The Trustee(s) shall be nominated by a majority vote of the Board of Directors.
ARTICLE VI. Directors
SECTION 1. Composition
The Board of Directors shall consist of the elected officers of the Corporation
and a single delegate Trustee, selected by the members of a standing committee
consisting of all appointed Trustees. Any member shall be eligible for reelection
or reappointment. The members of the Board of Directors shall, upon election,
immediately enter upon the performance of their duties and shall continue
in office until their successors shall be duly elected.
SECTION 2. Powers and Duties
The Board of Directors shall be the governing body of this Corporation and
shall have all powers necessary to conduct the Corporation's business and
manage its property in keeping with the Articles of this Corporation and these
Bylaws.
SECTION 3. Meetings
The Board of Directors shall hold meetings at least annually at a time and
place designated by the President. Special meetings will e held upon call
of the President or upon written demand of a majority of the Board of Directors.
SECTION 4. Vacancies
Vacancies in the Board of Directors other than that of the station Trustee(s),
shall be filled by a majority vote of the remaining members of the Board,
and each person so elected shall be a Director until his successor is elected
by the members at the next annual meeting of the members, or at any special
meeting thereof duly called for that purpose and held prior thereto. Vacancies
in the Board of Director's seats of Station Trustee(s) shall be filled in
accordance with ARTICLE V, SECTIONS 1 and 2.
SECTION 5. Quorum
A majority of the Board of Directors shall be necessary to constitute a quorum
for the transaction of business, and the acts of a majority of the Directors
present at a meeting at which the quorum is present shall be the acts of such
board.
SECTION 6. Powers of Suspension
The Board of Directors shall have the power to suspend for a definite period
any member for violation of any rule or Bylaw of the Corporation or for conduct
detrimental to the Corporation if a two-thirds majority of the entire Board
of Directors concurs, provided that such member is notified of the charges
against him and given opportunity to be heard prior to the Board of Director's
action.
SECTION 7. Open Meetings
All meetings of the Board of Directors shall be open to any member in good
standing of the Corporation, but such member shall not have the right to speak
except with the approval of the Board.
SECTION 8. Temporary Inability to Serve
If the President shall be temporarily unable to perform his duties, either
at a meeting of the Corporation or of the Board of Directors or in other Corporate
activities the next officer in succession shall, at the President's request
act in his stead with the full powers of the office, until such time as the
President is able to resume his duties, or a new President is appointed or
elected as provided in ARTICLE VI, SECTION 4. The order of succession of officers
shall be as follows: President, Secretary, Treasurer, Technical Coordinator,
Activities Coordinator, and then Public Service Officer. Any station Trustee
may designate, on a temporary basis, a proxy to represent his interest during
Board of Directors meetings. Such proxy shall be a member in good standing
of the Corporation. The presence of any person or persons designated as such
a proxy shall be counted in the reckoning for determining a quorum as defined
in ARTICLE VI, SECTION 5.
ARTICLE VII. Committees and Coordinators
SECTION 1. Establishment
Special committees, Emergency Coordinators, and Net Coordinators may be appointed
by the Board of Directors or the President of the Corporation as such committees
and coordinators are needed. Their duties shall be designated by the authority
creating them, and their membership shall not be limited.
ARTICLE VIII. Initiation Fees, Dues, Donations, and Assessments
SECTION 1. Initiation Fees
Members will not be assessed any initiation fee.
SECTION 2. Annual and Multi-Year Dues
Annual Dues shall be assessed at a rate determined by the Board, for Active,
Associate and Family Members. The Board of Directors may from time to time
provide for advance payment of dues for any period not to exceed five years,
and may provide for an appropriate discount for such advance payment of dues.
Dues of a Family Member shall be pro-rated commensurate with the membership
term of the Active Member. The membership calendar runs from January 1 to
December 31. Dues for the next year are due January 1 of that year. Memberships
starting at various times will be pro-rated as follows:
- Jan 1 - May 31 - full year is dues.
- June 1 - August 31 - 2/3 year is dues.
- Sept 1 - November 30 - 1/3 year is dues
- Dec 1 - 31 - Membership starts in January - full year is dues.
SECTION 3. Changes
The Board of Directors may determine from time to time the amount of the annual
dues payable to the Corporation for each class of membership if a two-thirds
majority of the total membership of said Board concurs. In no case shall the
dues for a Family Membership exceed one-quarter of the dues for an Active
Membership.
SECTION 4. Default and Termination of Membership
When any individual of any membership class in the Corporation shall be in
default in payment of dues for a period of three months, membership may be
terminated or suspended by a majority vote of the Board of Directors.
SECTION 5. Borrowing Power
The Corporation may from time to time, as authorized by a two-thirds majority
of the total membership in the Board of Directors, borrow money and issue
its promissory notes or bonds for the repayment thereof with interest, and
may, in like manner, mortgage its property as security for its debt or other
lawful engagements.
ARTICLE IX. Amendments
SECTION 1. Initiation
Amendments to these Bylaws may initiated as followed by:
- A two-thirds majority vote of the entire Board of Directors, or
- Written petition submitted to the Board of Directors of ten per cent,
but at least ten, of the Active or Family Members of the Corporation whose
dues are paid to date.
SECTION 2. Procedure
Proposals for amendments properly instituted in accordance with the previous
SECTION shall be processed by the Board of Directors by:
- Calling a meeting of the Corporation for the purpose of voting on the
amendment in accordance
with ARTICLE III, provided that the proposed amendment shall accompany
each notice, or
- Preparing a mail or email ballot and sending it to every Active and
Family Member of the Corporation at their last known address as shown
upon the records of the Corporation.
SECTION 3. Passage
An Amendment shall be deemed passed whenever a majority of those voting indicate
approval.
ARTICLE X. Liabilities
SECTION 1. Liability of Members
Nothing herein shall constitute the members of the Corporation as partners
for any purpose. No member, officer, trustee, director, coordinator, agent
or employee shall be liable for the acts or failure to act on the part of
any other employee of the Corporation, nor shall any member, officer trustee,
director, coordinator, agent, or employee be liable for his acts or failure
to act under these Bylaws, excepting only acts or failures to act arising
out of his own willful misfeasance.
ARTICLE XI. Dissolution
SECTION 1. Method
Dissolution of this Corporation may be proposed by the method set forth in
ARTICLE IX for the amendment of these Bylaws, except that dissolution must
be approved by a two-thirds majority of the total Active and Family membership
for it to be binding upon the Board of Directors.
SECTION 2. Duty of Board of Directors
Upon proper approval of the dissolution of the membership, the Board of Directors
shall proceed to dissolve the Corporation in accordance with the laws of the
State of Michigan and the final paragraph of ARTICLE IX of this Corporation's
Articles of Incorporation.
Submitted by kb6nu on Sun, 09/28/2003 - 13:09.
