Article I. Name
The name of this organization shall be known as Red River Radio Amateurs, Inc, and it shall be perpetual and non-profit in its structure.
Article II. Membership
Membership shall be open to any person having an interest in amateur radio, electronics, or other activities that may be associated with the aforementioned interests. A FCC amateur radio license is not a prerequisite to membership. Honorary membership may be bestowed upon an individual considered worthy or entitled of such honor due to his or her extraordinary contributions to this organizations’ activities and objectives, or the advancement and welfare of amateur radio at large. Honorary membership shall entitle said individual to all the rights and privileges of membership without the obligation of annual dues. Nominations for honorary memberships may be made and seconded as a motion during a meeting of the general membership. A majority vote of those present and voting shall be required to pass.
Article III. Fiscal Year
The fiscal year shall run from January 1 through December 31 of any one calendar year. The annual Meeting for election of officers shall be held during the month of February each year with officer’s terms running from the adjournment of the February election meeting until the adjournment of the following February election meeting.
Article IV. Annual Dues
The annual dues of this organization shall be in amount as determined from time to time, by a vote of the membership. It shall be the policy of this organization that the annual dues assessment shall be the minimum amount necessary to carry on the activities of the organization and in, as much, such dues will not impose excessive hardship on any person desiring to become a member. Should the organization acquire revenue from other sources or establish reserves in excess of which reasonably is needed for activities, the membership may vote to reduce or eliminate dues as may seem appropriate. Dues shall be due and payable on the first day of the anniversary month for each individual member.
Article V. Trustee
A Trustee shall be elected by the general membership to serve as custodian of the organization’s FCC license(s), which authorizes the organization to operate one or more transmitting stations, repeaters, etc. The term of the Trustee shall not have a predetermined length. The Trustee shall serve as a voting member of the Executive Committee.
Article VI. Board of Directors
The Board of Directors of this organization shall consist of between seven and twelve current members. These members shall include the current duly elected officers, Trustee, Ex-officio members consisting of the previous officers serving one year on the board concurrent to leaving office and two members elected at large. Elected members at large shall serve a term of two years, and may be elected to, and serve unlimited consecutive terms. The Board of Directors shall be responsible to form from the wishes of the membership, long term objectives and goals for the organization. To oversee all operations and activities of the corporation. To ensure to the best of their abilities that the operations and activities are legal, within the spirit of the Mission Statement, Articles of Incorporation and Bylaws, do not jeopardize the Corporation, or its members, and , are congruent with a fluid and unvarying course to achieve the objectives and goals of the organization. A minimum of five members of the Board of Directors must be present in order to conduct business. A majority of the members present and voting shall be required to pass motions. However, on any issues involving the expenditure of funds, such approval shall require the unanimous vote of all Committee members present and voting.
Article VII. Officers
The officers of this organization shall consist of a President, charged with being the executive officer of the organization, the President shall chair all meetings of membership, oversee the governing of the organization’s business affairs, enforce due observation of the Articles and Bylaws, decide questions of order, sign all official documents that are adopted, perform all customary duties pertaining to the office of president, and other duties as put forth by the Executive Committee or the general membership. A Vice-President, who shall perform all the duties of the president in the absence of the President, as well as other duties as requested by the President, the Executive Committee and the general membership. A Secretary which shall attend all membership meetings, and committee meetings as requested, keep minutes of such meetings, keep the Articles and Bylaws current and available for review at every meeting, keep all official records of the organization, and generate reports from such records as required. A Treasurer charged with tending to all monies of the organization, making disbursements of said monies to retire liabilities, and making full account of all monies and assets to the Executive Committee and the general membership. Officers must hold a valid amateur radio operator’s license. The Corporation shall indemnify all officers from liabilities and legal recourse, which result from their good faith execution of the duties of the office they hold. Officers shall be elected by a majority vote of the membership present and voting and shall hold office for a term of one year. Officers may be elected to, and serve an unlimited number of consecutive terms. In the event due to resignation, death or other incident prohibiting an officer to continue his or her duties of office, a vacancy is created premature to the normal end of a term, the President or Vice-President may call for a special election to by held during the next meeting of the general membership. Such a special election shall be conducted within the rules and regulation governing regular annual officer elections.
Article VIII. Removal of Directors, Officers and Members
Any member may petition the Executive Committee to begin proceedings to remove a member of the Board of Directors, an Officer, the Trustee, or a member of the general membership, if the individual in question has: 1. Neglected his or her duties, as set forth in these Bylaws and Articles of Incorporation. 2. His or her action shall cause harm to come to this corporation, its reputation, Directors, Officers, or general members. The Executive Committee must then inform the individual subject to removal of said proceedings and offer him or her the opportunity to resign the office or withdraw his or her membership as stated in the requested proceedings. If said individual chooses not to exercise this opportunity the Executive Committee must at the next meeting of the general membership, conduct a full and fair review of the charges, and bring to a vote the question of his or her removal. The removal shall carry a vote of 2⁄3 of the membership present and voting to pass.
Article IX. Executive Committee
The Executive Committee shall consist of the four duly elected officers, and the Trustee. This committee shall have the authority to conduct interim business on behalf of the organization between such regular meetings of the membership. This committee shall also be authorized to make expenditures of amounts up to a cumulative total of $500.00 in any one fiscal year without prior approval of the membership. A minimum of three members of the Executive Committee must be present in order to conduct business. A majority of the committee members voting shall be required to pass motions. Issues involving the expenditure of funds shall require the unanimous vote of all committee members present and voting.
Article X. Meetings
Executive Committee meetings, Board of Director meetings, and those of the general membership shall be on the call of the President or Vice-President. The President, or Vice-President in the President’s absence, shall chair these meetings. In the event that both the President and Vice-President are absent, and there remain three members of the Executive Committee present, the Secretary shall poll the membership for election of a chairperson pro-tem. As a rule, the general membership will meet once a month unless weather, vacation, illness, etc. would dictate that one of more monthly meetings are waived. For the purpose of conducting business, a minimum of eleven members or fifty percent of the current membership, whichever is less, must be present at any meeting of the general membership. A majority vote (51%) of those present and voting shall be required to pass any motion or resolution.
Article XI. Standing Committees
The following committees are founded and charged with the purpose of organizing, overseeing and conducting specific ongoing or repetitive organizational activities and shall be perpetual standing committees of this organization. Committee members shall be appointed for one-year terms unless otherwise herein noted. Appointments will begin with the installation of the new officers each year. Each committee shall unless otherwise herein noted elect from its members a chairperson. The committee shall meet as the chairperson directs, or one time per month. Monthly, during the meeting of the general membership, the chairman of the committee will report on the committee’s activities to the general membership, either in person or in a written summary to be read by the Secretary. No committee shall have the authority to disperse funds. Each committee must petition the membership for either an operations budget or a specific project expenditure unless otherwise herein noted.
Membership Committee. To consist of three to five members, this committee will research ways to attract new members, retain current members, plan programs, assist in promoting the organization, and other responsibilities which may be added as the members direct.
Finance Committee. To consist of four members and the Treasurer, this committee shall be chaired by the Treasurer, and charged with collection of dues, development of a balanced budget, and timely reports concerning income and expenditures. Members shall be appointed for a term of two years. In the first cycle, two members shall be appointed for one-year terms and two for two-year terms.
Technical Committee. Charged with the maintenance of the organization’s equipment. All technical projects must be reviewed and approved by this committee prior to construction, use, or installation to help assure such is within proper technical guidelines.
Packet Radio BBS Committee. This committee is to maintain the W0ILO packet bulletin board system and promote the use of packet communication in our area for emergency and routine traffic.
Publications Committee. This committee is to produce and oversee the production of publications such as, but not limited to the Red River Radio Flyer, membership cards, membership handbooks, awards, brochures, and Internet web pages.
Hamfest Committee. Responsible for the planning, organizing and execution of the Red River Radio Amateurs sponsored hamfest.
Volunteer Examiner (VE) Testing Committee. Responsible for the planning and execution of testing sessions for new and upgrading amateur radio operators. The Volunteer examiners are accredited by the American Radio Relay League, and operate under the guidance and governing rules of the League and the FCC.
Emergency Services Committee. Responsible for working with city and county emergency managers, local law enforcement, National Weather Service, and other disaster relief organizations to assist with disaster relief communications and the handling of emergency traffic for public welfare. This committee’s chairperson is appointed by the President and subject to the approval of the Board of Directors. Said Chairperson shall be known as the organization’s Emergency Coordinator.
Article XII. Amendments
Any proposed amendments to the Bylaws shall be first submitted, in writing, at a regular meeting of the general membership. It must be read in full at such meeting and then read a second time at the next subsequent meeting. After the second reading, it shall be voted upon with a two-thirds majority vote of the membership present and voting required to pass.
Article XIII. Dissolution
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the organization, dispose of all the assets of the organization exclusively for the purposes of the corporation, in such a manner, or to such organizations or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501©3 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law.) In fulfillment of such, the Board of Directors shall liquidate any and all remaining assets of the corporation to the highest bidder and the proceeds there from to be distributed to the Fargo, North Dakota chapter of the Salvation Army for its use in providing emergency services to the residents of Cass and Clay counties. Any assets not so disposed of shall be disposed of by the District Court of the County in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.