SARA By-laws ---
ARTICLE I: Name
The name of
this Corporation shall be the Stamford Amateur Radio Association, Incorporated.
ARTICLE II: Purpose
The purposes for which this
corporation is formed are:
1. The primary purposes are to operate a
non-profit corporation for educational and scientific purposes as follows:
a. To educate and increase the proficiency of its members in the science of
radio communication.
b. To provide for dissemination of information among
its members concerning scientific advancement and progress in the field of radio
communication.
c. To organize and train units of licensed radio amateurs
capable of maintaining radio communication as a public service during periods of
emergency.
d. To encourage and sponsor experimental activities in, radio
communication and electronics, to the end that skills and experience gained in
amateur radio will further the application of electronics to the benefit of the
public at large.
e. To promote the elevation of standards of practice and
ethics in the conduct of amateur radio communication.
To assist in
carrying out these primary purposes, this Corporation maintains, and intends to
continue to maintain, an active affiliation with the American Radio Relay
League, Inc., of Newington, Connecticut, the national non-profit organization of
amateurs.
2. The general purposes and powers are to have and exercise all
rights and powers conferred on non-profit corporations under the laws of the
State of Connecticut, including the power to contract, rent, buy or sell
personal or real property, provided, however, that this corporation shall not,
except to an insubstantial degree, engage in any activities or exercise any
powers that are not in furtherance of the primary purposes of this corporation.
3. No substantial part of the activities of this corporation shall consist
of carrying on propaganda, or otherwise attempting to influence legislation, and
the corporation shall not participate or intervene in any political campaign
(including the publishing or distribution of statements) on behalf of any
candidate for public office. The above notwithstanding, the corporation may take
active political positions in matters that are directly and primarily related to
the furtherance of amateur radio.
ARTICLE III:
Non-Profit Purposes
This Corporation is organized pursuant to Chapter 33
of Title 33 of the Connecticut General Statutes as a non-stock, non-profit
corporation. This Corporation does not contemplate pecuniary gain or profit to
the members thereof, and it is organized for nonprofit purposes.
ARTICLE IV: Fiscal Year
The fiscal year of the Corporation shall
commence on the first day of January and end on the 31st day of December.
ARTICLE V: Membership and Dues
Any individual
interested in the activities and purpose of the Corporation may become a member
of the Corporation upon application and payment of dues as required.
The
Board of Directors at the September meeting of the Board next preceding such
year in which the dues shall become effective shall establish annual dues.
Notice of any change in dues shall be made to the members of the Corporation at
the October general meeting preceding the year in which such dues shall become
effective. If approved by a majority of the membership at the November general
meeting such dues shall become effective at the beginning of the next fiscal
year.
If a majority of those voting on the matter at the November general
meeting vetoes such dues as presented by the Board, the Board may present a new
schedule of dues for vote at the December general meeting. If a majority at the
December general meeting vetoes the proposed dues schedule the dues for the next
fiscal year shall remain unchanged until such time as a majority vote of the
membership at a general meeting shall approve a new dues schedule.
Dues
are payable on the first day of the calendar year and nonpayment by the end of
the March general meeting shall be deemed to indicate the member wishes to be
removed from membership in the Corporation.
Each member shall be
entitled to cast one vote for each item to be voted on by the membership at any
meeting.
ARTICLE VI:
Under Article VI: Notices and
Voting paragraph 2b.
In lieu of voting in person at an annual, general, or
special meeting, a member may vote via the internet in the period of one
calendar week prior to the scheduled meeting through 6pm Eastern day of the
scheduled meeting, as specified in section 3 of this article.
1.
Notices.
a. Except for votes at Special Meetings: the
Corporation shall make notice to its members of items to be voted on at the
general meeting preceding the scheduled vote. In addition, the Corporation shall
post a notice of the item on its web site at least two calendar weeks before the
vote and shall make a good-faith effort to notify the membership by email at
least two calendar weeks before the vote by sending notification to each
member's email address then registered with the Corporation.
b. For votes
at Special Meetings: the Corporation shall post notice of the Special Meeting on
its web site at least two calendar weeks before the meeting date and shall make
a good-faith effort to notify the membership by email at least two calendar
weeks before the vote by sending notification to each member's email address
then registered with the Corporation. Such notice shall state the date, time,
place and purpose of the meeting.
2. Voting. Voting
shall take place in person and by internet as follows:
a. All members
shall have the right to vote in person at the annual, general, or special
meeting designated for a vote.
b. In lieu of voting in person at an
annual, general, or special meeting, a member may vote via the internet in the
period of one calendar week prior to the scheduled meeting through 6pm Eastern
of the Sunday following the scheduled meeting, as specified in section 3 of this
article.
3. Internet Voting: To
facilitate the ability of members to vote on items, the Corporation shall
provide for internet-based voting in addition to voting in person at meetings.
The mechanism established for internet voting may be by email or by secured
polling such as that provided by Yahoo Groups, and will be subject to the
following:
a. Any internet-based voting shall be based on the registered
email address of each member. The registered email address will be the address
provided in writing on the member's annual membership form. Only the member's
registered email address shall be suitable for internet-based voting and only
one such address shall be recognized per member.
b. The above
notwithstanding, the Corporation will make reasonable provisions for accepting
email address changes in writing during the calendar year.
c. The
Corporation shall maintain a list of the registered e-mail addresses of the
members, as provided by the members. It shall be each member's responsibility to
provide his/her email address in writing and the Corporation shall bear no
responsibility if a member has not provided such an email address or has not
provided it in a reasonable manner with reasonable lead time prior to a vote.
d. The Corporation's Secretary will maintain a record of those members who
have voted at a meeting in order to ensure that there is no duplication of
voting with internet votes.
e. Once a member has voted (either by person
or by email), that vote cannot be changed by subsequent email or in-person vote.
5. Any wording in this document concerning voting "...at..." a meeting or
"... members present..." at a meeting shall be deemed to include internet-based
voting as per the above.
ARTICLE VII: Meetings
1.
The annual meeting of the Corporation shall be held in January, each year at
such place and time and as the Board of Directors shall determine. The annual
meeting shall be for the purpose of electing appropriate Officers, hearing
committee and other reports and for the transaction of such other business as
may be indicated in the notice or may be brought before it. The nominations for
a slate of Officers as presented by the Nominating Committee shall be included
in the notice of the annual meeting. At each annual meeting, the membership
shall by majority vote approve a dollar limit that the Board may not exceed in
any transaction during the fiscal year. Any transaction which exceeds this limit
must be approved by majority vote of the members at any general or special
meeting before the expenditure is made.
2. The President or Board of
Directors can call for special meetings. Notwithstanding the foregoing, special
meetings must be called by the President if ten percent of the membership in
good standing shall by written petition request the President to do so and in
said petition state the purpose for which the meeting is to be called.
3.
General meetings of the Corporation will be held on the first Thursday of each
month, or at such other times and such places as the President shall designate.
The general meetings are held to pursue the purposes of the Corporation in
accordance with these By-Laws.
4. At each meeting of the members of the
Corporation one-fifth of the membership in good standing shall constitute a
quorum -- including those voting via the internet as specified in Article VI.
Except as provided by these By-Laws a majority of the votes obtained at any
meeting at which a quorum shall be obtained shall constitute an act of the
members of the Corporation. If a quorum shall not be obtained at any annual or
special meeting of the Corporation, the presiding officer may adjourn such
meeting to a day and hour to be fixed by the presiding officer and notice of
such new date shall be given to all members in accordance with the requirements
of the By-Laws for notice of meetings.
ARTICLE VIII:
Officers
1. The Officers of the Corporation shall be a President, a
Vice-President, a Secretary, a Treasurer, and a Trustee. All Officers must hold
valid amateur radio licenses. The Treasurer must be at least 18 years of age.
2. The Officers of the Corporation shall be elected by a majority vote of
the members in good standing at the annual meeting of members. Each Officer
shall be elected to fill a specific position. The Nominating Committee at the
December general meeting will present candidates for each office. Any member in
good standing may also present nominations for specific offices at the December
meeting. Nominations will be closed with the end of the business portion of the
December general meeting.
3. Each officer shall take office immediately
upon election and shall serve a term of one year.
4. Any vacancy
occurring among the Officers may be filled by majority vote of all the Directors
then in office.
ARTICLE IX: Duties of the Officers
1. The President shall be the chief executive officer of the Corporation and
the Chairman of the Board of Directors. The President shall have general
supervision over carrying on the activities of the Corporation as directed by
the Board of Directors. The President shall preside at all meetings of the Board
of Directors and at all meetings of the members. The President shall conduct the
same according to the By-Laws and rules adopted. The President shall sign
official documents on behalf of the Corporation unless otherwise provided and
shall perform all the customary duties pertaining to the office of the
President.
2. The Vice-President shall, in the absence of the President,
perform the duties and exercise the powers of the President. The Vice-President
shall serve as coordinator of such committees and activities as the Board of
Directors designates.
3. The Secretary shall keep a record of all
meetings, maintain a roster of members, submit applications for membership,
carry on correspondence, send all required notices, maintain all necessary
records and perform all other legal duties of Secretary. The Secretary shall
also serve as Historian of the Corporation. At the expiration of his/her term,
he/she shall turn over all records to his/her successor.
4. The Treasurer
shall have charge of the funds of the Corporation and shall keep the moneys of
the Corporation on deposit in the name of and to the credit of the Corporation
in a bank or trust company approved by the Board of Directors. The Treasurer
shall disburse the funds as directed by the Board of Directors and shall report
the financial condition of the Corporation at the annual meeting of members and
of the Board of Directors and from time to time during the year as requested by
the President. At the expiration of his term he/she shall turn over all records
and funds to his/her successor.
5. The Trustee shall be responsible for
the legal operation of the Corporation owned amateur radio station licensed in
the Trustee's name by the Federal Communications Commission. In all matters
pertaining to the legal operation of the station, the Trustee's decisions shall
be final.
ARTICLE X: Board of Directors
1. The
management of the activities and control of the affairs, funds, and property of
the Corporation shall be vested in a Board of Directors.
2. The Board of
Directors shall be comprised of the five Officers of the Corporation plus
Directors at Large.
3. Directors At Large.
a. The Board of
Directors may by majority vote create positions of Director At Large.
b.
Each existing Director at Large position shall be nominated and elected in the
same manner and at the same time as are the Officers of the Corporation.
c. The Nominating Committee at the December general meeting will present
candidates for each Director At Large position then in existence. Any member in
good standing may also present nominations for specific Director At large
positions at the December meeting.
d. Each Director At Large shall serve
until the next Annual Meeting.
e. Any vacancy occurring among the
Directors At Large may be filled by majority vote of all the Directors then in
office.
4. The Board of Directors may by a majority vote of the Entire
Board remove from office any Officer or Director At Large because of unexcused
absence from three or more consecutive meetings, whether they be general,
special or annual meetings, or neglect of that person's official duties.
5. The Board of Directors shall by standing rule designate a time and place for
holding of regular meetings of the Board. These meetings shall be open to all
members of the Corporation and shall be held in a generally accessible location.
The Board of Directors shall meet on call by the President upon five days’
notice designating the date, time, and place of the meeting. The President shall
be required to call a meeting upon the request of three or more Directors and if
the President fails to call a meeting within five days after such a request the
same may be called by three or more Directors upon five days’ notice subscribed
by such Directors. Failure to provide five days’ notice prior to any meeting of
the Board of Directors shall not impair the validity of any action taken,
provided a written waiver is signed by all the Directors.
6. The Chairman
of the Nominating Committee shall have the right to attend all meetings of the
Board of Directors as an observer only and shall be notified of such meetings as
required under the preceding paragraph 5.
7. The Board of Directors shall
prepare an annual operating budget, which shall be presented to the membership
for approval. The annual operating budget shall be presented at the Annual
Meeting, and shall be presented before the election of the Officers and
Directors At Large.
ARTICLE XI: Committees
The
President shall, at the first meeting of the Board of Directors, with the
approval of the Board, choose the chairman of the following committees whose
responsibilities shall be as indicated. Committees with no relevant function
need not be filled.
1. Education Committee - The Education Committee
shall conduct courses in the elements required by the Federal Communications
Commission necessary to obtain an amateur radio license.
2. Interference
Committee - The Interference Committee shall assist members in the resolution of
radio frequency interference complaints involving the amateur radio service.
3. Nominating Committee - The Nominating Committee shall present at the
annual December general meeting of the members a slate of officers to be
considered for election pursuant to the provision of these By-Laws.
4.
Program Committee - The Program Committee shall, through the presentation of
lecturers at general meetings, provide for the education and expansion of the
proficiency of the members in the science of radio communication as well as
provide for the dissemination of information among the members concerning
scientific advancement and progress in the field of radio communication.
5. Public Service Committee - The Public Service Committee shall organize and
train units of licensed radio amateurs capable of maintaining radio
communication as a public service during periods of emergency or at such times
as will benefit the public interest.
6. Communications Committee - The
Communications Committee shall provide communications of interest to the
members, to nonmember amateur radio operators, and to the general public. The
chair of the Communications Committee shall appoint a webmaster to operate the
Corporation's official web site. Nothing in this document shall be considered to
exclude the Chair of the Communications Committee from also serving as the
webmaster, and nothing in this document shall be considered to require or
prohibit the publication of a monthly newsletter.
7. Technical Committee
- The Technical Committee shall be responsible for the maintenance and repair of
all radio communication equipment owned by the corporation.
The President
shall with the approval of the Board, designate such additional committees as
shall become necessary from time to time and nominate, with the approval of the
Board, the chairman of each such committee. The President with the approval of
the Board shall appoint a replacement to fill a vacancy in the chair of a
committee.
ARTICLE XII: Dedication of Assets
The
property of this corporation is irrevocably dedicated to educational and
scientific purposes, and no part of its net income or assets shall ever inure to
the benefit of any Director, Officer or member thereof or to the benefit of any
private individual. Upon the dissolution or winding up of this Corporation its
assets remaining after the payment of or provision for the payment of, all debts
and liabilities shall be distributed to The American Radio Relay League, Inc. if
it is then in existence and exempt under Section 501(c)(3) of the Internal
Revenue Code; but if it is not then in existence or exempt, to another
organization which is organized and operated exclusively for educational and
scientific purposes and which has established its tax exempt status under
Section 501(c)(3) of the Internal Revenue Code.
ARTICLE XIII:
Amendments to By-laws
These By-Laws may be amended by a two-thirds
majority vote of all members present in good standing at any annual or special
meeting of the members, providing, however, that the substance of the proposed
amendment shall be set forth in a notice of such meeting.
ARTICLE
XIV: Rules of Order
Robert's Rules of Order shall be
parliamentary authority at all meetings of members and the Board of Directors.
UPDATED - 1/13/2021
J/S WB1GRB
