Article I. Name
This organization shall be known as “Red River Radio Amateurs, Inc” and 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. Possession of an 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 their 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. Nomination for honorary membership may be presented as a motion during a meeting of the general membership. A majority vote of those present and voting shall be required to pass the nomination motion.
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 terms of office running from the adjournment of that election meeting until the adjournment of the following 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 that such dues will not impose excessive hardship on any current or potential 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 fiscal year.
Article V. Trustees
Trustees shall be elected by the general membership as custodians of the organization’s Federal Communications Commission (FCC) issued amateur radio club licenses in accordance with current FCC regulations. The trustees shall also serve as voting members of the executive committee. The term of the trustees shall not have a predetermined length.
Article VI. Board of Directors
The board of directors of this organization shall consist of between seven and thirteen current members. These members shall include the current duly elected officers, trustees, ex-officio members consisting of the previous officers serving one year on the board subsequent to leaving office and two elected members at large. Elected members at large shall serve a term of two years and may be elected to, and serve, unlimited consecutive terms. Only one member at large shall be elected each year.
The board of directors shall be responsible for forming from the wishes of the membership long term objectives and goals for the organization; overseeing all operations and activities of the corporation; ensuring to the best of their abilities that the operations and activities of this organization 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 achieving the objectives and goals of the organization. A minimum of five members of the board of directors must be present in order to conduct board business. A majority of the members present and voting shall be required to pass motions. However on any issues involving the expenditure of funds approval shall come from the executive committee.
Article VII. Officers
The officers of this organization shall consist of a president, a vice-president, a secretary, and a treasurer:
The president, charged with being the executive officer of the organization, 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
The vice-president 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
The secretary shall attend all membership meetings, and committee meetings as requested, to keep minutes of such meetings; keep the bylaws current and available for review at every meeting; keep all official records of the organization and generate reports from such records as required
The treasurer shall be 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 be club members and hold a valid FCC amateur radio operator 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 at the annual election meeting defined in Article III (Fiscal Year) 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 of resignation, death, or other incident preventing an officer from completing their term of office, the president or vice- president may call for a special election to fill this vacancy during the next meeting of the general membership. Such a special election shall be conducted within the rules and regulations 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, a trustee, or a member of the general membership, if the individual in question has (i) neglected their duties, as set forth in these bylaws and articles of incorporation; or (ii) their 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 them the opportunity to resign their office or withdraw their 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 their removal. The removal must 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 trustees. This committee shall have the authority to conduct interim business on behalf of the organization between regular meetings of the membership. This committee shall also be authorized to make expenditures of amounts up to a cumulative total of $1500.00 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 committee 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. Expenditures made by the executive committee shall be disclosed at the next business meeting.
Article X. Meetings
Executive committee meetings, board of director meetings, and those of the general membership shall be called by 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 a minimum of four times annually. For the purpose of conducting business a minimum of eleven members or fifty percent of the current membership, whichever is less, must be present, in person or via remote conferencing technology, 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. Due to the impartiality required during meetings of the general membership the presiding officer shall refrain from voting except (i) when the vote is by ballot, or (ii) whenever their vote will affect the result.
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. During regular meetings of the general membership, the chairman of each committee, or their designee 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 unappropriated 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 is charged with collection of dues, development of a balanced budget, and production of timely reports concerning income and expenditures. Members shall be appointed by the president 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: responsible for the maintenance of the organization’s equipment; and review and approval of all organizational technical projects prior to construction, use, or installation to help assure such incorporate good engineering and good amateur practice
Publications Committee: responsible for the production and publication of informational, or other, media for the organization, and for the operation, administration, and maintenance of systems and equipment for such publications and other related purposes
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 administration of testing sessions for new and upgrading amateur radio operators. The volunteer examiners shall be accredited by the ARRL Volunteer Examiner Coordinator (VEC), and will operate under the guidance and governing rules of the VEC 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 shall be appointed by the president with the advice and consent of the board of directors
Article XII. Amendments
Any proposed amendments to the Bylaws shall be first submitted, in writing, at a regular meeting of the general membership. They must be read in full at such meeting and then read a second time at the next subsequent meeting. They shall be voted upon after the second reading, 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(c)(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.
