AARC bylaws

Article I — Membership and Participation

1.1 Membership Eligibility:

Any individual with an interest in Amateur Radio shall be eligible for membership in this corporation and shall become a member upon approval by the Board of Directors and payment of the initial and annual membership fee which shall be set by the Board of Directors from time to time. Each member is bound by the Articles of Incorporation and the By-laws of the Corporation, as duly amended from time to time.

1.2 Membership Classes:

The membership of the corporation shall consist of two classes of members; Regular members and Associate Members. Regular Members shall be those members holding an unexpired amateur radio license. All other members shall be Associate Members. A member may be a Life Member upon payment of the required membership fee. A Life Member shall be either a Regular Member or Associate Member depending on whether he or she holds an unexpired amateur radio license. The Board of Directors shall have the right to award honorary memberships to individuals who have made a significant contribution to amateur radio and who are deserving of special recognition for their contribution. Such individuals shall become either Regular or Associate Members. An Associate Member shall have all the rights of membership except that an Associate Member shall not hold any elected or appointed office.

1.3 Membership Voting Rights

All Regular and Associate Members as approved per Article 1.1 and living in the State of Alaska at the time of the vote shall be entitled to vote on any corporate matter. Regular and Associate Members living outside the State of Alaska shall not be entitled to vote on any corporate matter. Regular and Associate Members residing in Alaska shall be referred to as Voting Members.

1.4 Termination of Membership:

Membership in the corporation may be terminated for any action taken by a member that has been found to be detrimental to the best interest of the corporation. Removal shall require the affirmative vote of two- thirds of the Board of Directors. In the event any such termination is contemplated, the Board of Directors shall notify, in writing, the member of the reasons for the proposed action, and the time and place of the meeting of the Board of Directors at which termination is to be considered, not later than thirty (30) days prior thereto. At that meeting, the accused member shall be entitled to respond to the stated reasons and be heard in his or her own defense. Individuals whose membership has been terminated for cause are never thereafter eligible for membership in the corporation.

1.4.1 Members in arrears

for four months in either membership dues or service charges shall be dropped without notice. They may, however, be reinstated with approval of the Board of Directors and upon liquidation of all indebtedness to the corporation.

1.4.2 Life Members

who are terminated for cause as specified in section 1.4 shall have the remaining portion of their Life Membership Dues returned to the terminated member. The amount of dues money eligible for return shall be pro-rated, and computed by a formula defined in the rules of procedure.

1.5 Resignation of Members:

Members may resign from the corporation by submitting a written letter of resignation to the Board of Directors. Life members who voluntarily resign shall not be eligible for return of any portion of membership dues paid.

1.6 Membership Ledger:

The Corporation shall maintain a membership record containing, at a minimum, the names and addresses of each member of the corporation. The record may also include other contact information as may be deemed appropriate.

Article II — Board of Directors

2.1 Number and Qualifications of Directors:

The business, property, and affairs of the corporation shall be managed by a board comprised of the four (4) elected officers, and nine (9) directors; each of whom shall be a Regular Member of this corporation and shall be at least 18 years old. All officers, as ex officio members of the Board of Directors, shall have all the rights, privileges, and duties of any elected Director.

2.2 Term of Office:

Each director shall serve for a term of three (3) years. Three (3) directors shall be elected every year in order to stagger the terms of office for directors. Each of the officers of the corporation shall serve on the board of directors so long as he or she remains in office. The most recent past-President of the Corporation shall, upon expiration of his or her term or terms of office, be deemed to have been elected to one of the open Director positions then on the ballot. Should the most recent Past President be elected to a new officer position, Article 2.6 shall apply. Each director shall hold office for the term for which he or she is elected and qualified. If a director ceases to be a Regular Member, such director shall be deemed to have resigned.

2.3 Manner of Election of Directors:

The directors shall be elected at the annual meeting of the members by a majority vote of the members entitled to vote, by mail ballot, or by electronic mail ballot as the Directors may from time to time select.

2.4 Power and Duties of Directors:

The business and affairs of the corporation shall be managed by the Board of Directors which shall have and may exercise all of the powers of the corporation, except such as expressly conferred upon or reserved to the membership by law, by the Articles of Incorporation, or by the By-laws. Duties for the Directors shall be detailed in the Rules of Procedure.

2.5 Resignation:

A Director may resign by submitting a written letter of resignation to the Board of Directors.

2.6 Vacancy of Directorship:

In the event of a vacancy occurring on the Board of Directors between elections, the Board shall recommend to the members a nominee to fill the vacant position for the remaining term of the position. At the next regular membership meeting the Voting Members shall consider the nomination. Approval of the Board's recommendation shall be by majority vote of the Voting Members present at the meeting. If the Voting Members do not approve the Board's recommendation, the Board shall submit another nominee for consideration at the next meeting of the members.

2.7 Attendance Requirements:

A Director's position on the Board of Directors shall be declared vacant in any of the following circumstances (within 12 consecutive months):

(a) the Director has three unexcused absences from a meeting of the Board of Directors,

(b) the Director has four absences in a row from meetings of the Board of Directors, or

(c) the Director has six total absences from meetings of the Board of Directors.

Exceptions will be granted only by a vote of three-fourths (3/4) of the Board members present at a duly constituted Board meeting.

2.8 Removal:

A Director may be removed from office, with or without cause, by a vote of three-fourths (3/4) of the Voting Members present at the next meeting of the members occurring immediately after a motion for removal is presented. Upon removal of a Director, a successor shall be elected as provided in Section 2.6 of this Article.

2.9 Directors already in office:

It is expected that at the time of acceptance and ratification of these By-Laws by the Membership, the terms of office for the existing directors at that time shall be determined as follows:

2.9.1 Directors elected

for three-year terms shall serve the remainder of their terms.

2.9.2 Directors elected

for one-year terms shall have their terms of office (one, two, or three years) selected by lot. The selection will be set up so that, after the selection, there will be three (3) directors up for election every year.

Article III — Officers

3.1 Selection and Qualification of Officers:

The elected officers of the corporation shall be a President, Vice President, Secretary and Treasurer. All officers shall hold their office until a successor has been duly appointed, or until removed as provided herein.

3.1.1 The Activities Manager and the Membership Chair

shall be appointed by the Board of Directors and may be renewed in office at the end of each calendar year.

3.2 Term of Office:

The term of office of each officer shall be defined within these By-laws.

3.3 Removal of Officers:

Any officer may be removed for such causes, upon such conditions, and in such manner, by the Board of Directors, whenever the Board believes such removal is in the best interest of the corporation. Voting members of the club shall be notified at the next regular membership meeting.

3.4 Resignation:

Any officer of the corporation may resign by submitting a written letter of resignation to the Board of Directors.

3.5 Vacancy:

In the event of a vacancy occurring in any office of the corporation between elections, the Board shall appoint a new Officer to fill the vacant position for the remaining term of the position. At the next regular membership meeting the Voting Members present shall be notified of an Officer change.

3.6 Term Limits:

All elected officers are limited to serving two consecutive elected terms in the same office. An officer so limited shall again be eligible for election to the same office after an intervening election has occurred. By an affirmative vote of two-thirds of the Directors, this term limit can be waived for any officer for any election.

Article IV — Powers and Duties of Officers

4.1 President:

The President shall be elected by the Members for a term of two (2) years.

4.1.1 Duties of the President

shall be detailed in the Rules of Procedure.

4.2 Vice President:

The Vice President shall be elected by the Members for a term of two (2) years.

4.2.1 Duties of the Vice-President

shall be detailed in the Rules of Procedure.

4.3 Secretary:

The Secretary shall be elected by the Members for a term of two (2) years.

4.3.1 Duties of the Secretary

shall be detailed in the Rules of Procedure.

4.4 Treasurer:

The Treasurer shall be elected by the Members for a term of two (2) years.

4.4.1 Duties of the Treasurer

shall be detailed in the Rules of Procedure.

4.5 Activities Manager:

The Activities Manager shall become a Board of Directors appointed non-voting position. The powers and duties of the Activities Manager shall be detailed in the Rules of Procedure.

Article V — Powers and Duties of the Trustee

5.1 Trustee:

The Board of Directors shall by a majority vote designate one of the Regular Members to act as Trustee of the corporation. The Trustee shall hold office for a term to coincide with the station license. The Trustee is not a voting member of the Board. The powers and duties of the Trustee shall be detailed in the Rules of Procedure.

5.2 Removal of Trustee:

The Trustee may be removed for such causes, upon such conditions, and in such manner by the Board of Directors, whenever the Board believes such removal is in the best interest of the corporation. This action may be overridden by a vote of three-fourths (3/4) of the Voting members present at the next meeting of the members.

Article VI — Procedure for the Election of Directors

The Voting Members shall elect the directors and elected officers of the corporation by majority vote by submitting ballots designating their choice of directors and officers prior to October 31st of each year. The procedure for election of directors and officers shall be set by the Board of Directors at the Board's regular meeting in August. By majority vote, the Board of Directors can set any voting procedure that allows all voting members to vote, that allows all members at a monthly meeting to present candidates for nomination, and that allows for a reasonable time for Voting Members to make their decision and to have their vote recorded. Should the Board not choose otherwise, the procedure for election of directors and officers shall be as follows:

6.1 Nominations:

The Elections Committee shall consist of the Vice- President, the Secretary, and one member selected by mutual agreement between these two people. The Elections Committee shall nominate individuals for the open director positions at the regular meeting of the members in September. Members of the corporation may also nominate individuals to run for election as directors at the September meeting. Such nominations must be seconded by two members in good standing and have the nominee's consent; either written or orally.

6.1.1 Members may only

be nominated for one open director's position or for one open officers' position.

6.2 Eligibility:

A member may not hold two elected offices concurrently.

6.3 Distribution of Ballots:

The Secretary shall prepare and distribute one ballot to elect directors for each Voting Member whose address of record is within the State of Alaska on or before October 1st. Voting members shall not be permitted to vote by proxy.

6.4 Return of Ballots:

Completed paper ballots must be returned by U.S. mail within 30 calendar days of the date of their mailing. The completed ballots are then presented to the Election Committee to be opened and tabulated.

6.5 Tabulation:

The Secretary shall present the sealed ballots to the Election Committee to open and tabulate.

6.6 Results:

The Election Committee shall determine the results of the election and announce the new officers and directors at the November regular meeting of the members. In the event of a tie, resolution shall be decided by a coin toss or other means as shall be deemed appropriate.

Article VII — Meetings

7.1 Meeting of the Members:

7.1.1 Annual Meeting:

The annual meeting of the members for the election of Directors and the transaction of such other business as may properly come before it shall be held each year at the regular meeting in November, if feasible. If the regular Meeting is not feasible for an annual meeting, the annual meeting for the election of Directors shall be held at the regular December meeting, or at the next available regular or special meeting.

7.1.2 Special Meetings:

A special meeting of the members may be called at any time by the President of the corporation, a majority of the Board of Directors, or upon the written request of a quorum of the members. Notice of such meetings shall be given as provided in the Rules of Procedure.

7.1.3 Proxies:

No member shall be permitted to vote by proxy.

7.1.4 Voting:

Each member of the corporation residing in the State of Alaska and in good standing shall be entitled to vote at every meeting of the members. Each Voting Member shall be entitled to one vote. With the exception of elections, all voting shall be done in person at each meeting.

7.1.5 Approval:

No action, motion or resolution involving expenditure of funds, changes of existing policy, or affiliations with other organizations may take place unless approved by the Board of Directors.

7.2 Meeting of the Board of Directors:

7.2.1 Annual Meeting:

The annual meeting of the Board of Directors shall be held at the regular November Board meeting.

7.2.2 Regular Meetings of the Board:

Regular meetings of the Board of Directors shall be held at least once per month at such time and place as the President shall from time to time determine. Notice of the time, place, and purpose of any such meeting shall be given to each Director as provided in the Rules of Procedure. Action taken at such meeting shall not be invalidated for want of notice, if such notice shall be waived as hereinafter provided.

7.2.3 Special Meeting:

Special meetings of the Board of Directors may be called by the President or by any three (3) or more Directors. Notice of the special meeting shall be given as provided in the Rules of Procedure.

7.2.4 Action of Directors by Communications Equipment:

The members of the Board of Directors or a committee designated by it may conduct business by communicating with each other by means of telecommunications equipment.

Article VIII — Quorum

8.1 Quorum of Members:

A quorum of the general membership for the purpose of conducting business at a meeting of all the members shall be a number equal to 10 percent (10%) of the Voting Members as of December 31st of the previous year and shall include at least the presiding officer, a recording secretary and two (2) additional directors. Proxies shall not be accepted for any vote of the corporation. The vote of a majority of the votes entitled to be cast by the members present at a meeting, at which a quorum is present, shall be necessary for the adoption of the matter voted upon. If a quorum shall not be present or represented at any meeting of the members, the members present and entitled to vote at the meeting shall have the power to adjourn the meeting to a future date at which a quorum shall be present. At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

8.2 Quorum of Directors:

A quorum necessary for the transaction of business of the corporation at a meeting of the Board of Directors shall consist of seven (7) Directors, two (2) of whom must be officers of the corporation. At any meeting of the Board of Directors at which a quorum is present, any business may be transacted and the Board may exercise all of its powers. No action may be taken at any board meeting except upon the affirmative vote of the greater of three (3) directors or a majority of the voting members present.

Article IX — Accounting for Corporation Assets

9.1 Accounting:

The Treasurer shall deposit all funds received by the corporation into accounts authorized by the Board of Directors. Withdrawals and disbursements from these accounts shall be in a manner consistent with good accounting practices.

9.1.1 Cash Withdrawals:

At no time shall any "cash back" coincide with any transaction. In general, there is no petty cash authorized for use by the Treasurer or any other officers or directors of the organization; however, the Board of Directors can authorize up to One-Hundred Dollars ($100.00) for temporary use as cash in support of a specific event.

9.2 Examination of Accounts:

Corporation accounts shall be examined annually as of December 31st by a professional CPA firm in accordance with the Directors' guidelines. The President, with the approval of the Board of Directors, is authorized to contract for such external, independent examinations as may be necessary from time to time.

9.2.1 Internal Examination of Accounts:

The President and one other Board of Director member shall conduct an internal Examination of the corporation's accounts prior to the next President being appointed by the Board of Directors.

9.3 Budget:

The President shall submit a budget to the general membership for approval prior to the end of December 31st of each year. The corporation's budget year shall begin January 1st and end on December 31st of each year.

9.4 Limitations:

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its individual members, Board of Directors, Officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Sections 1 and 2 hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf or any candidate for public office.

9.5 Notwithstanding, any other provision

of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501 (C ) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). In the event of the dissolution of the corporation, any of such assets not so disposed of shall be disposed of by the Superior Court for the State of Alaska, Third Judicial District, exclusively for such purpose or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.

Article X — Amendments and Rules of Procedure

10.1 Roberts Rules of Order:

All rules contained in Roberts Rules of Order, Revised, shall govern in all cases to which they are applicable and where they do not conflict with the By-laws and Rules of Procedure.

10.2 Amendments:

These By-laws may be amended by a two-thirds (2/3) vote of the Voting Members present at a general membership meeting as specified in Article X. The final vote of any amendment may not be taken during the same meeting at which the amendment is proposed.

10.3 Rules of Procedure:

The Rules of Procedure may be changed by a simple majority of Voting Members present at a general membership meeting. The final vote on any change may not be taken during the same meeting at which the change in proposed.

Article XI — Veto Authority

11.1 Motions:

Any motion passed at a duly constituted meeting of the Board of Directors may be vetoed by a majority vote of the Voting Members of the corporation at a duly constituted meeting of the Members.

Article XII — Effective Date

12.1 By-laws:

These By-laws shall become effective immediately upon approval by a two-thirds (2/3) vote of the Voting Members present at a duly constituted general membership meeting.

12.2 Rules of Procedure:

The Rules of Procedure shall become effective immediately upon approval by a majority vote of the Voting Members present at a duly constituted general membership meeting.

Article XIII — Liabilities of Officers and Directors; Indemnification

13.1 Contracts, accounts, indebtedness:

All contracts, accounts, and indebtedness of this corporation shall be made and incurred in the name of and in behalf of the corporation, and the Officers and Directors shall not be personally responsible for payment of any such contracts, accounts or indebtedness. The Officers and Directors shall not be individually liable for anything or any matters in connections with the business of said corporation, except such liability as is now imposed by statute, including the misapplication or misuse of money or property of the corporation caused by the neglect of such Officer or Director or Officers or Directors to exercise reasonable care and prudence in the administration of the affairs of the corporation or through willful violation of the laws governing same.

13.2 Right to Intervene:

The Corporation shall have a right to intervene in and defend all such actions, suites, or proceedings brought against any present or former director or officer of the corporation.

13.3 Indemnified against liabilities, costs and expenses:

Each person who is or has been a director or officer of the corporation shall be indemnified by the corporation against liabilities, costs, and expenses of every kind actually and reasonably incurred by him or her in connection with any action, suit, or proceeding to which he or she may be a party or with which he or she may be threatened by reason of his or her being or having been a director or officer of the corporation, except in relation to matters as to which he or she may be judged in such actions, suits, or proceedings to be liable or guilty of negligence or misconduct in the performance of his or her duties as such director or officer. The foregoing right of indemnification shall be in addition to any rights to which any other director or officer may be entitled as a matter of law. The Corporation shall purchase insurance to cover the Corporation and the Officers and Directors from such loss or cost.

Article XIV — VE Program

14.1 Volunteer Examiner:

AARC, Inc. has been authorized by the Federal Communications Commission to provide a Volunteer Examiner (VE) program for the State of Alaska.

14.1.1 The VE program is administered

by a Regular Member who is appointed by the Board of Directors.

14.1.2 The VE program administrator

shall be responsible for appointing VE Session managers as needed throughout the State of Alaska.

14.1.3 The VE program administrator

shall ensure that all required testing materials are available as needed.

14.1.4 The VE program administrator

shall ensure that all FCC- mandated rules and procedures are observed as they apply to exam sessions, as further defined by 47 CFR § 97, subpart F, (Qualifying Examination Systems).

14.2 Travel:

Should the VE program administrator intend to travel to VE conferences, he or she should submit to the Board of Directors, a written travel request to attend the event.

Article XV — Dissolution

15.1 Dissolution:

Upon dissolution, any remaining net proceeds from gaming activity under AS 05.15 will be distributed to one or more existing permittees, other than a multiple-beneficiary permittee, in accordance with 15 AAC 160.020(a)(5).

15.2 Dissolution:

Upon dissolution, any assets of the Corporation remaining after the actions specified in Section 15.1, above, will be distributed as specified in the Articles of Incorporation.

Certificate Of Secretary

I, the undersigned do hereby certify that I am the Secretary of the ANCHORAGE AMATEUR RADIO CLUB, INC., an Alaska non-profit corporation and that the foregoing by-laws constitute the By-laws of said corporation as duly adopted at a meeting of the Board of Directors held on the 20th day of January, 2015

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said corporation.

Detailed Table of Contents

AARC bylaws

1.1 Membership Eligibility:
1.2 Membership Classes:
1.3 Membership Voting Rights
1.4 Termination of Membership:
1.4.1 Members in arrears
1.4.2 Life Members
1.5 Resignation of Members:
1.6 Membership Ledger:

2.1 Number and Qualifications of Directors:
2.2 Term of Office:
2.3 Manner of Election of Directors:
2.4 Power and Duties of Directors:
2.5 Resignation:
2.6 Vacancy of Directorship:
2.7 Attendance Requirements:
2.8 Removal:
2.9 Directors already in office:
2.9.1 Directors elected
2.9.2 Directors elected

3.1 Selection and Qualification of Officers:
  3.1.1 The Activities Manager and the Membership Chair
3.2 Term of Office:
3.3 Removal of Officers:
3.4 Resignation:
3.5 Vacancy:
3.6 Term Limits:

4.1 President:
4.1.1 Duties of the President
4.2 Vice President:
4.2.1 Duties of the Vice-President
4.3 Secretary:
4.3.1 Duties of the Secretary
4.4 Treasurer:
4.4.1 Duties of the Treasurer
4.5 Activities Manager:

5.1 Trustee:
5.2 Removal of Trustee:

6.1 Nominations:
6.1.1 Members may only
6.2 Eligibility:
6.3 Distribution of Ballots:
6.4 Return of Ballots:
6.5 Tabulation:
6.6 Results:

7.1 Meeting of the Members:
7.1.1 Annual Meeting:
7.1.2 Special Meetings:
7.1.3 Proxies:
7.1.4 Voting:
7.1.5 Approval:
7.2 Meeting of the Board of Directors:
7.2.1 Annual Meeting:
7.2.2 Regular Meetings of the Board:
7.2.3 Special Meeting:
7.2.4 Action of Directors by Communications Equipment:

8.1 Quorum of Members:
8.2 Quorum of Directors:

9.1 Accounting:
9.1.1 Cash Withdrawals:
9.2 Examination of Accounts:
9.2.1 Internal Examination of Accounts:
9.3 Budget:
9.4 Limitations:
9.5 Notwithstanding, any other provision

10.1 Roberts Rules of Order:
10.2 Amendments:
10.3 Rules of Procedure:

11.1 Motions:

12.1 By-laws:
12.2 Rules of Procedure:

13.1 Contracts, accounts, indebtedness:
13.2 Right to Intervene:
13.3 Indemnified against liabilities, costs and expenses:

14.1 Volunteer Examiner:
14.1.1 The VE program is administered
14.1.2 The VE program administrator
14.1.3 The VE program administrator
14.1.4 The VE program administrator
14.2 Travel:

15.1 Dissolution:
15.2 Dissolution:

Certificate Of Secretary

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Web Notes

This isn't the official legal version of the bylaws. Not on paper, not signed, not stamped with the official corporate seal.

This is the version that can be read by someone with bi-focals on a smart phone.

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