Constitution & ByLaws
Warren County Radio Club (W2WCR) Constitution and ByLaws
The organization shall be known as the “Warren County Radio Club W2WCR”.
Preamble: We, the undersigned, wishing to secure for ourselves the pleasures and benefits of an association of persons commonly interested in Amateur Radio, constitute ourselves the Warren County Radio Club W2WCR and enact this constitution as our governing law. It shall be our purpose to further the exchange of information and cooperation between members, to promote radio knowledge, fraternalism and individual operating efficiency, and to so conduct club programs and activities as to advance the general interest and welfare of Amateur Radio in the greater Warren County NY area community.
Article I: Membership All persons interested in Amateur Radio communications shall be eligible for membership. Membership shall be by application and election upon such terms as the club shall provide in its By-Laws.
Article II: Officers
Sec. 1. The officers of this club shall be President, Vice-President, Secretary and Treasurer (contingent upon a treasury or open account(s).)
Sec. 2. The officers of this club shall be elected for a term of two years by ballot of the members present, provided there be a quorum, at the annual meeting. Officers may serve in the same office for a maximum of 2 consecutive terms after which they must not hold that office for at least 1 year. They may be elected to a different office. Founding officers shall serve a term ending in October 2009, at which time a new election shall be held.
Sec. 3. Vacancies occurring between elections must be filled by special elections at the first regular meeting following the withdrawal or resignation.
Sec. 4. Officers may be removed by a two-thirds vote of the membership.
Article III: Duties of Officers
Sec. 1. The President shall preside at all meetings, and conduct them according to the rules adopted. He/she shall enforce due observance of this Constitution and By-Laws; decide all questions of order; sign all official documents adopted by the club, be the clubs primary spokesperson, and perform all other duties pertaining to the office of President. The President may not also concurrently be License Trustee nor Warren County Radio Officer.
Sec. 2. The Vice-President shall assume all the duties of the President in his/her absence. In addition, he/she shall organize club activities, plan and recommend contests for operating benefits, serve as secondary spokesperson, and advance club interest and activity as approved by the club.
Sec. 3. The Secretary shall keep a record of the proceedings of all meetings, keep a roll of members, submit membership applications, carry on requested correspondence, read communications at each meeting, oversee website upkeep, and send written meeting notices to each member. At the expiration of his/her term he/she shall turn over all items belonging to the club to his/her successor.
Sec. 4. The Treasurer shall receive and receipt for all monies paid to the club; keep an accurate account of all monies received and expended; pay no bills without proper authorization (by the club or its officers constituting a business committee). At the end of each quarter he/she shall submit an itemized statement of disbursements and receipts. At the end of his/her term he/she shall turn over everything in his/her possession belonging to the club to his/her successor. All funds paid out shall require the signature of the Treasurer and one other officer. The position of treasurer shall only exist when the club has a treasury.
Sec. 5 - Non-officer club positions
a. License Trustee
1. The club call sign is W2WCR.
2. Should the club call sign be placed on a repeater, the trustee is charged with coordinating with the repeater owner on the upkeep and improvement of the repeater(s) with the club call sign.
3. The position shall be elected using the same procedure as club officers. The license trustee shall not have any term limits.
4. The license trustee may appoint additional “Control Persons” to aid in observing the traffic on the repeater via limited control codes to disable and enable the transmit functionality. These individuals:
i. must be club members
ii. should be agreed to by the owner of the repeater equipment and the License Trustee
iii. serve at the will of the repeater owner and License Trustee.
5. The license trustee may not be the club President nor the Warren County RACES or ARES coordinator.
6. The License Trustee shall provide the club secretary with copies of all correspondence in a timely fashion, to be kept with the clubs records.
b. The club shall interface with RACES and ARES through the Warren County Radio Officer (RACES) and ARES counterpart.
1. This individual may not be the club President nor the License Trustee.
ARTICLE IV. DIRECTORS
Sec 1. Number and Election of Initial Directors. There shall be three Directors. The Members shall elect the original Directors, one for a 1-year term, one for a 2-year term, and one for a 3-year term.
Sec 2. Subsequent Directors. The outgoing President, if not elected to another office, shall automatically be considered for the position of Director for a minimum term of 3 years, replacing the Director with the longest term of service on the Board of Directors. In the event that the President is reelected or elected to another office, the Board of Directors shall remain status quo. Directors are elected at the annual meeting by the same rules governing Officers. Directors may serve a maximum of 2 consecutive (3 year) terms. They may serve as Director again after a minimum of 1 year unless a special circumstance, such as, but not limited to, a resignation were to occur.
Sec 3. Chairman of the Board of Directors. The Director with the longest term of service on the Board of Directors shall be the Chairman of the Board of Directors.
Sec 4. Duties and Powers. Subject to the limitations set forth in the Articles of Incorporation and these 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 Board of Directors. The Board shall have the following duties and powers:
a) To develop and determine policies which govern the Organization.
b) To develop and monitor the Organization’s programs, financial policies, and budgets.
c) To assure the Organization’s financial stability
Sec 5. Vacancies. A vacancy or vacancies shall exist in the case of death, resignation, or removal of any Director, or in the case of an unfilled position on the Board. Any vacancy may be filled by election by the full voting members of the club. The Director shall be elected to the remainder of the vacant term. A Director elected to fill a vacancy may be elected at a time other than the annual meeting if the need or opportunity exists.
Sec 6. Resignation. Any Director may resign by giving written notice to the Board or to any Officer. The resignation shall take effect upon its receipt, and the acceptance of a resignation shall not be necessary to make it effective, unless otherwise specified in the notice.
Sec 7. 501(c)(3) Status. If received the Board of Directors shall ensure that the Organization does not engage in any activity that will jeopardize the Organization’s federal tax exemption.
Sec 8. Honorary and Advisory Directors. The Board may choose Honorary or Advisory Directors if the Board feels it is beneficial to accomplish the purposes of the organization. Honorary and Advisory Directors may participate in Board Meetings, but do not have voting privileges. The Trustee of the Organization’s Repeater License and the Warren County Radio Officer shall automatically serve as Advisory Directors.
ARTICLE V. BOARD OF DIRECTORS MEETINGS
Sec 1. Location of Meetings. Meetings of the Board shall be held at any place designated by the Board within or outside of the State of New York. Meetings may be opened to the observation of the general membership at the will of the Board.
Sec 2. Annual Meeting. By notice or call of the Board at least ten days prior to the date specified for the Annual Meeting and during the fourth quarter of the calendar year, the Organization shall hold an Annual Meeting of the Members for the purpose of electing Officers and Directors, and the transaction of other business.
Sec 3. Regular Meetings. Regular meetings of the Board shall be held on such dates and at such times as may be fixed by the Board. Reasonable notice shall be given to all Board Members.
Sec 4. Special Meetings. Any Officer of the Organization may call special meetings of the Board at any time for any purpose. Notice of the time, place, and purpose(s) of every special meeting of the Board shall be given to each Director in person, by mail, by fax, by email, or by phone at least 48 hours before the meeting.
Sec 5. Quorum. Except as provided elsewhere in these regulations, a majority of the Directors serving at any given time constitutes a quorum. Business may be transacted with a majority vote of present Directors when a quorum is present. Regardless of whether a quorum is present, a majority of the Directors who are present may adjourn the meeting.
Sec 6. Participation in Meetings by Conference Telephone. Members of the Board may participate in a meeting through the use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting are in simultaneous communication with one another.
Sec 7. Participation in Meetings by E-mail or Other Electronic Media. Members of the Board may participate in a meeting through the use of e-mail or similar electronic communications, provided that no resolution proposed and discussed in such a manner shall be considered approved unless an e-mail is sent from each Director to the Secretary confirming that Director’s vote and opinion on the matter, and being simultaneously transmitted (cc:’d) to every other Director’s e-mail address of record.
Sec 8. Voting by Proxy. Except as otherwise provided by law or by the Articles of Incorporation, the voting upon all matters required or permitted to be voted upon by the Directors may be conducted by proxy, with the same effect as voting upon such matters at a meeting of the Directors duly called and held and at which a quorum is present, provided that the proxy is given in writing. Such action, and the written proxy will be filed with the minutes of the proceedings of the Board. Article VI: Meetings The By-Laws shall provide for regular and special meetings. At meetings, a minimum of one-third of the membership shall constitute a quorum for the transaction of business.
Article VII: Finances
Section 1. Fiscal Year. The fiscal year shall be January 1st to December 31st.
Section 2. Dues. The club, by majority vote of those present at any regular meeting, may levy upon the general membership such dues or assessments as shall be deemed necessary for the business of the organization. Non-payment of such dues or assessments shall be cause for members to revert to Associate status.
Section 3. Expenditures. Reasonable expenses may be incurred at the discretion of Officers and Committee Chairmen, subject to the limitations set by the Board of Directors.
Article VIII: Membership Assistance
Where possible, the club through designated interference, Public Relations, and Operating Committees will provide technical advice to members concerning equipment design and operation to assist in frequency observance, clean signals, uniform practice, and absence of spurious radiations from club member-stations. The club shall also maintain a program to foster and guide public relations.
Article IX: Amendments
This constitution or By-Laws may be amended by a two-thirds vote of the total membership. Proposals for amendments shall be submitted in writing at a regular meeting and shall be voted on at the next following regular meeting, provided all members have received written notice of the intent to amend the constitution and/or By-Laws at said meeting. Robert's Rules may govern proceedings. If Robert's Rules of order are used, all motions must be seconded.
Article X: Dissolution of The Club
Section 1. Termination of Operations In the event that the Board of Director votes that the Club should be dissolved the motion for dissolution must receive more than two thirds vote of the full membership to pass.
Section 2. Disposition of Assets The Board of Directors shall handle the disbursement of all assets of the club. No member or group of members shall receive benefit from the assets. All equipment will be sold and net proceeds donated to a non-profit organization. All remaining cash will be donated to a non-profit organization.
By-Laws:
1. Secretary. It shall be the duty of the Secretary to keep the constitution and By-Laws of the club and have the same with him/her at every meeting. He/she shall note all amendments, changes and additions on the constitution and shall permit it to be consulted by members upon request.
2. Membership shall include Full Members and Associate Members. Applications for membership shall be submitted at regular meetings.
a. Full membership is open to licensed amateurs. Full membership includes all club privileges as well as rights to hold a club office and to vote. Members must have been present at six meetings prior to being considered Full members, and have their dues paid in full if applicable. Full members must be present at a minimum of half the monthly club meetings or an equivalent of meetings and club-sponsored activities (such as, but not limited to Iron Man, MS Bike, Boy Scout JOTA, Hudson River Whitewater Derby, Adirondack Distance Festival and Field Day) to include a minimum of 3 club meetings, and continue to have dues paid in full if applicable to remain in good standing.
b. Associate membership is open to those actively engaged in activities leading to an Amateur Radio license, licensed amateurs who do not meet the requirements of a member in good standing, and all other interested persons. Associate membership includes all club privileges except for the right to hold office and vote.
3. Meetings. Regular meetings shall be held on the last Monday of each calendar month. Special meetings may be called by the President upon the written request of any five club member. Written notices shall be sent to members concerning special meetings and the business to be transacted. Only such business as designated shall be transacted. Such notices shall be sent so that they arrive not less than 24 hours before the meeting.
4. Dues. A regular monthly or annual assessment may be instituted in the future in accordance with the provisions of Article VII of the constitution for the purpose of providing funds for expenses.
5. Interference committee. This committee shall consist of five members (appointed by the club President). When feasible the committee shall direct investigation, invite proper inquires, establish technical facts and testimony and report its results to the club.
This revision was adopted at the meeting of the Warren County Radio Club W2WCR on:________________________
