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Article I
Purpose Of The Organization
1.01 This organization shall be known as the
"West Georgia Amateur Radio Society, Inc."
1.02 The objective of the organization shall be
to promote amateur radio activity in the West Georgia
Area, to encourage the scientific study of radio
communications, to improve the radio
communications skills of area amateur radio operators,
to provide effective radio communications in time of
need, to provide a pool of trained radio operators in
time of local or national emergency, and for such other
social and fraternal purposes as permitted by law and
consistent with the purposes of the Corporation save for
pecuniary gain.
In
pursuance of these objectives, the Corporation will have
all of the powers vested the Corporation by Georgia Code
section 22-2202, and specifically but not limited to the
following, to wit:
To
publish and disseminate information to its members, and
to promote and foster the interest of
amateur radio operators who are members of the
association, and to engage in the promotion and
development of civic improvement in community activities
or services as may benefit or assist the
members of the Corporation and the community as a whole,
including local law enforcement, civil defense, fire and
emergency agencies, and to conduct educational and
promotional programs for the purposes consistent with
the interest of the Corporation;
To
collect membership dues consistent with these By-Laws
and to utilize the dues collected and assets acquired
through gifts, grants, or donations for the purpose of
promoting amateur radio activity in the West Georgia
Area;
To
provide for the operation of radio repeater systems for
amateur radio communications in the West Georgia Area;
To
provide for the operation of any amateur radio
communication equipment owned by the Corporation;
and for any other purposes specifically approved by the
Corporation and consistent with the purposes
of
the Corporation. (top of page)
Article II
Membership
2.01 Regular Membership Regular membership in the
Corporation shall be open to all licensed radio amateur
operators who have paid the membership dues and agreed
to abide by the By Laws of the Corporation. The
Corporation shall accept members in a non-discriminatory
manner as defined by state or federal law, rules, or
regulations. This policy of nondiscrimination shall
apply to all defined memberships in these By Laws of the
Corporation.
2.02 Associate Membership - Any person who is not
a licensed amateur radio operator but otherwise meets
the requirements for membership shall be eligible for an
associate membership. An associate member shall have
all the privileges of a regular member to the extent
allowed by law except the right to vote. This provision
shall not bestow upon any associate member any rights to
operations of amateur radio communications equipment
except to the extent allowed by law, including
applicable regulations of the Federal Communications
Commission. Associate members shall pay dues and agree
to abide by the By-Laws of the Corporation prior to
membership.
2.03 Life Membership - By majority vote of the
Corporation, the Corporation may bestow the honorary
membership known as life membership upon any regular
member of the Corporation when his contribution to the
Corporation is deemed such that he is befitting of the
honor. This membership will carry with it all privileges
without any dues.
2.04 Family Membership - A family may join the
Corporation and pay the family rate of membership dues
provided they all agree to abide by the By-Laws of the
Corporation. Members joining under the family rate shall
have all the privileges afforded to any member of the
Corporation in good standing, including voting
privileges. Membership shall be based as per sections
2.01 and 2.02 and shall be valid only for members
residing in the same household.
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Article III
Government
3.01 The general management of the affairs of the
Corporation shall be vested solely in the Board Of
Directors of the Corporation. The Board Of Directors
shall consist of the elected officers of the Corporation
as provided for in these By-Laws and shall, at all
times, be elected officers of the Corporation as voted
upon by the membership.
3.02 The officers of the Corporation shall
consist of the President, 1st Vice President (Programs),
2nd Vice President (Field Day and Training),
Secretary-Treasurer, and Newsletter Editor, each of
which will be voted on by the membership as provided
herein. The office of Secretary-Treasurer shall be one
office.
3.03 The President shall serve as the Chairman of
the Board of Directors and shall preside over all Board
meetings in addition to his duties described hereinafter
as President.
3.04 The officers of the Corporation shall serve
for a term of one year beginning on January 1st of the
year following their election the preceding November as
prescribed under the section on election of officers.
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Article IV
Meetings
4.01 Meetings of the Corporation shall be held as
follows: Regular Evening Business Meetings - the regular
evening business meeting shall be held on the 2ndTuesday
of odd-numbered months at 7:00 pm. at a place designated
by the President. Regular Evening Dinner Meetings - The
regular dinner meeting shall be held on the 2ndTuesday
of even-numbered months at 7:00 pm. at a place
designated by a majority
vote of the members present. Monday Night Net
Meetings - The regular Monday Night Net meetings shall
be held for the purposeof conducting informal business
and for notice purposes, as set out hereinafter, every
Monday nightand at 8:00 pm. by the use of club repeater
W4FWD/R on 146.04/64 MHz or on such other repeater or
frequency as shall be designated by the Board at a
regular meeting of the membership.
4.02 Annual Meeting - The annual meeting of the
membership for the election of officers shall beheld at
the regular November meeting of the membership.
4.03 At regular meetings of the membership, five (5)
members in good standing constitute a quorum.
4.04 Special meetings of members may be called by
the President at any time on his own initiative or by
the President or Secretary upon written request of five
(5) members to such officers, notice of such a meeting
to be mailed to each member, or in lieu thereof to be
given to the members in person byradio communications at
the Monday Night Net meeting or by telephone for those
who do not check into the Monday Night Net, provided
that said notice shall be personal and at least five (5)
days prior tothe date of the meeting; and at such
special meeting there shall only be considered such
business as is specified in the notice of the meeting.
4.05 Provided that a quorum is present, all business
shall be conducted by a majority vote of the members
present at the meeting unless otherwise specified in
these By-Laws.
4.06 A majority vote, in the context of these
By-Laws and in accordance with Robert's Rules of Order,
shall be at least, but not limited to,
a majority of the
attending members. Members, who do not send in a proxy
and do not attend the official meeting, shall
automatically register an agreement to the matter being
voted on at that meeting.
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Article V
Election Of Officers
5.01 Election of Officers shall be held at the
regular meeting held in November of each year. Officers
selected shall serve a term of one year beginning on
January 1 of the year following the election. The
offices of President, 1st and 2nd Vice Presidents,
Secretary-Treasurer, and the Newsletter Editor shall be
elected each year.
5.02 The President shall preside at all meetings of
the Corporation and shall also preside as the Chairman
of the Board of Directors.
5.03 The 1st Vice President (Programs) shall perform
all the duties of the President in the President's
absence, shall serve on the Board of Directors, and
shall be in charge of programs. The 2nd Vice President
(Field Day and Training) shall perform all the duties of
the President and 1st Vice President in their absences,
shall serve on the Board of Directors, and shall be in
charge of field day and training.
5.04 The Secretary-Treasurer shall keep the minutes
of all meetings of the Corporation and of the Board of
Directors, of which he is a member, and shall, if
requested, read such minutes at the close of each
meeting for approval and shall mail out all notices for
meetings of the Corporation or Board of Directors. He
shall also have charge of all receipts and monies of the
Corporation, deposit same in the name of the Corporation
in a reputable financial institution and shall disburse
said funds as ordered or authorized by the Board of
Directors or the membership where applicable. He shall
keep accurate accounts and collect all application fees,
dues, and charges due from members, keep regular
accounts of his receipts and disbursements, submit said
record when required and give an itemized statement of
same at regular meetings of the Corporation. He shall
sign checks and withdrawal slips on the behalf of the
Corporation upon any and all of its bank accounts, and
he shall attest to all documents signed by the
Corporation. He shall perform all other duties as may be
required of him by the Directors, By-Laws, or
membership.
5.05 The Newsletter Editor shall publish a
bi-monthly newsletter. The newsletter shall be
distributed by the best means of delivery to include,
but not limited to, postal mailing, electronic mailing,
or website publication. The newsletter publication shall
coincide with the regular evening dinner meetings of the
Corporation.
5.06 Elected Officers of the Corporation shall not
be from the same household. If one member of a family
should be elected into an office of the Corporation, all
other family members shall be automatically
disqualified. Only a majority vote shall override this
rule.
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Article VI
Vacancies In Office
6.01 If a vacancy occurs among the officers, such
vacancy shall be filled at the next regular membership
meeting, provided that notice of said election shall be
given to the membership at least five days prior to
election.
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Article VII
Duties And Powers Of The Board Of Directors
7.01 The Board of Directors shall have general
charge and management of the affairs and funds of the
Corporation. They shall have full power, and it shall be
their duty to carry out the purposes of the Corporation
according to its charter and By-Laws.
7.02 The Board of Directors shall have the power to
appoint such committees as they may deem necessary; to
vote the expenditure of money as they may deem necessary
or advisable of the regular operation of the existing
functions or approved functions of the Corporation
provided that it does not exceed the assets of the
Corporation. This provision is intended to allow the
Board to run the day-to-day operation of the
Corporation, including expenditure of money without the
prior vote of the membership.
7.03 Nothing in this section is intended to give the
Board the power to make decisions or expenditures of a
major concern to the group outside of the day-to-day
operation of the Corporation without a prior vote by the
membership. All such major decisions shall be made by
the group as a whole.
7.04 The Board may engage and employ such persons at
such compensation as it may deem necessary to carry out
and effectuate the objects and purposes of the
Corporation, within the limits of Section 7.03.
7.05 The Board of Directors, having general charge
and management of the affairs and funds of the
Corporation, shall constitute the official
spokesperson(s) of the Corporation. In lieu of a duly
appointed representative, the President shall be the
primary spokesperson of the Corporation. In the absence
of the President, the 1st Vice President shall prevail
as official spokesperson of the Corporation. In the
absence of the President and the 1st Vice President, the
2nd Vice President shall prevail as the official
spokesperson of the Corporation.
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Article VIII
Compensation Of Directors And Officers
8.01 Neither the officers, directors, or members
serving on committees shall receive any salary or
compensation for services rendered to the Corporation.
To minimize an actual or perceived conflict of interest,
all officers, directors, or members serving on
committees shall reveal their connection to any group
which does business with the Corporation for the
purposes of openness and transparency. When an actual or
potential conflict of interest happens, the involved
officers, directors, and / or members serving on
committees shall not participate in discussions or vote
on matters affecting such transactions, nor shall they
be substantially involved in the decision making process
affecting such transactions.
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Article IX
Dues
9.01 The annual dues for membership in the
Corporation shall be $15 (individual) and $20 (family)
per year, payable on January 1 of each year. Amendment
of the dues amount shall be by a majority vote of the
membership present provided that said amendment proposal
is treated as any other amendment to these By-Laws as
far as notice and other provisions governing By-Law
amendment except for vote requirements.
9.02 Any member whose dues remain unpaid by the
second business evening meeting of the year shall be
stricken from the rolls of the Corporation as a member
provided that reinstatement may be made by payment of
back dues of the current calendar year.
9.03 Dues of new members joining the Corporation
after July 1 of each year shall be one-half the yearly
dues.
9.04 New member shall be defined as an individual
who has never been a member of the Corporation.
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Article X
Notices
10.01 All notices to members shall be mailed or hand
delivered to their addresses as given on the books of
the Corporation or called by telephone or by radio on
the Monday Night Net, and such mailing or hand delivery
or personal notice by telephone or radio shall
constitute presumptive evidence of service thereof.
10.02 Attendance at any meeting by a member shall be
deemed a waiver of notice requirements as to that
member.
10.03 Electronic mail shall constitute a valid
method of delivering notices to the members of the
Corporation. Notices delivered by Electronic mail shall
be in lieu of a postal mailing of notices and shall
constitute presumptive evidence of service thereof.
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Article XI
Amendments
11.01 Amendments to these By-Laws may be made by
a majority vote of
the members present, but not less than five (5), at a
meeting properly called for such purpose.
11.02 No amendment may be made to the By-Laws and no
vote may be had on such until after the second reading
of the proposed amendment. At the first reading, the
total amendment shall be presented to the membership at
a regular membership meeting or a special meeting called
for such purpose. The second reading shall be at the
next regularly scheduled membership meeting at which
time a vote may be had.
11.03 The two reading rule may be waived provided
that the amendment is presented in either a written form
or an electronic form to each voting member at least
five days prior to the meeting at which the vote is to
be taken. Presenting the amendment in electronic form
shall require that all voting members be notified at
least 10 days prior to the meeting at which the vote is
to be taken.
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Article XII
Execution Of Documents
12.01 The President or 1st or 2nd Vice President and
the Secretary shall execute all contracts of the
Corporation. These documents shall be executed in the
Corporation's name by the President or 1st or2nd Vice
President and attested to by the Secretary. A corporate
seal is not necessary for proper attestation of the
document.
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Article XIII
Voting By Proxy
13.01 It is the policy of the Corporation to allow
voting by proxy in the affairs of the Corporation and
such shall be allowed under the following guidelines.
13.02 No vote on amendments to the By-Laws may be
taken by proxy unless the proxy is in writing, signed
and dated and given or mailed to a member of the
Corporation for presentation and inspection at the
meeting. Said proxy must clearly express the intent of
the voter on the face of the writing.
13.03 Deleted
13.04 Attendance at the meeting by a voter will
automatically revoke and cancel any proxy given.
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Article XIV
Miscellaneous
14.01 Amateur of the Year - At the regular November
meeting, a member of the Corporation who has contributed
the most to the Corporation or Amateur Radio in general
shall be selected by secret ballot as the amateur of the
year. This person must be a licensed Amateur Radio
Operator and cannot be an officer of the Corporation.
This person shall be named and honored at the December
meeting.
14.02 By acceptance of these By-Laws, the membership
of the West Georgia Amateur Radio Society agrees to
accept a corporate structure under the name of the West
Georgia Amateur Radio Society, Inc., a Georgia
non-profit corporation and shall hereinafter be known as
such. The membership further accepts the Articles Of
Incorporation of "West Georgia Amateur Radio Society,
Inc." as their articles of incorporation and these
By-Laws as the By-Laws of the Corporation.
14.03 The membership further specifically authorizes
the Directors as defined herein to execute any remaining
documents necessary to fully effectuate the corporate
structure.
14.04 Meetings shall be conducted according to
Roberts Rules Of Order.
14.05 There shall be a Trustee of the repeater
system for each repeater system owned or used by the
Corporation. He shall be appointed by the Board of
Directors to serve at their discretion. In absence of
the Treasurer, the President or 1st or 2nd Vice
President may appoint him to fill those duties on a
temporary basis.
14.06 The West Georgia Amateur Radio Society,
Inc. holds the right to insurance for all equipment
owned by the Corporation and either being kept by a
member or by the Corporation. No member is to be
responsible for equipment unless they were acting in an
unlawful way. Then it is to be turned into the Carroll
Co. P.D. for investigation.
End of By-Laws
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