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:
- The primary purposes are to operate a
non-profit corporation for educational and scientific purposes as follows:
- To educate and increase the proficiency of its
members in the science of radio communication.
- To provide for dissemination of information
among its members concerning scientific advancement and progress in the
field of radio communication.
- To organize and train units of licensed radio
amateurs capable of maintaining radio communication as a public service
during periods of emergency.
- 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.
- 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.
- 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.
- 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
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: Notices and Voting
- 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.
- 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.
- Voting. Voting shall take place in person and
by internet as follows:
- All members shall have the right to vote in
person at the annual, general, or special meeting designated for a vote.
- 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 meeting, as specified in section 3
of this article.
- 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:
- 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.
- The above notwithstanding, the Corporation will
make reasonable provisions for accepting email address changes in
writing during the calendar year.
- 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.
- 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.
- Once a member has voted (either by person or by
email), that vote cannot be changed by subsequent email or in-person
- 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
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- Each officer shall take office immediately upon
election and shall serve a term of one year.
- 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
- 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 or the
Corporation unless otherwise provided and shall perform all the customary
duties pertaining to the office of the President.
- 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.
- 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.
- 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.
- 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
- The management of the activities and control of the
affairs, funds, and property of the Corporation shall be vested in a Board
- The Board of Directors shall be comprised of the
five Officers of the Corporation plus Directors at Large.
- Directors At Large.
- The Board of Directors may by majority vote
create positions of Director At Large.
- 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.
- 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
- Each Director At Large shall serve until the
next Annual Meeting.
- Any vacancy occurring among the Directors At
Large may be filled by majority vote of all the Directors then in
- 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
- 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.
- 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
- 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
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.
- Education Committee - The Education Committee shall
conduct courses in the elements required by the Federal Communications
Commission necessary to obtain an amateur radio license.
- Interference Committee - The Interference Committee
shall assist members in the resolution of radio frequency interference
complaints involving the amateur radio service.
- 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
- 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.
- 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.
- 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.
- 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.