CONSTITUTION AND BYLAWS OF THE NIXA AMATEUR RADIO CLUB, INC. A Missouri Nonprofit Corporation
The legal name of this Corporation is the Nixa
Amateur Radio Club, Inc. Under appropriate circumstances,
this Corporation may also be known as the N.A.R.C., Inc.
This Constitution and Bylaws, in conjunction
with the Articles of Incorporation, are to serve as the governing
documents of the Corporation. The purposes for which the Corporation
is formed are:
Establishing and maintaining an emergency backup communications repeater system for use by the Police and Fire Departments of the City of Nixa, Missouri, in the case of primary system failure. Fostering emergency preparedness among amateur radio operators in Southwest Missouri by establishing and maintaining an amateur radio repeater for use in the Skywarn spotting network for the National Weather Service as well as cooperative emergency preparedness efforts with local, state and federal emergency service and disaster Providing and assisting in providing emergency communications services for the benefit of the public. Providing amateur radio operators in Southwest Missouri with opportunities for fellowship, education, training, operating, and contesting in order to maintain a high level of preparedness, teamwork, and technological expertise to further benefit the public in the event of emergencies. Encouraging and improving the amateur service through rules which provide for advancing skills in both the communications and technical phases of the art. Expanding the existing reservoir within the amateur radio service of trained operators, technicians and electronics experts by providing education and training opportunities. Educating and informing the public about the benefits associated with the amateur radio service. Solely for the above purposes, the Corporation is empowered to exercise all rights and powers, including the power to buy, sell, and hold title real and personal property, conferred by the laws of the State of Missouri upon non-profit corporations; The Corporation is organized exclusively for charitable, educational, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on: (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended; and No substantial part of the activities of the Corporation shall consist of lobbying or 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 of any candidate for public office.
The Corporation is not formed for pecuniary or financial gain,
and no part of the assets, income, or profit of the Corporation
is distributable to, or inures to the benefit of its directors or
officers, or other private individual having directly or indirectly,
any personal or private interest in the activities of the Corporation;
except that the Corporation may pay reasonable compensation for
services rendered and may make payments and distributions in furtherance
of the non-profit purposes stated herein and in the Articles of
Incorporation.
The service area of the Corporation shall be
Southwest Missouri, but this shall not prohibit the Corporation
from participating in any activities outside this service area.
There shall be three categories of membership
in this Corporation: Full Members, Associate Members,
and Family Memberships.
Any licensed amateur radio operator shall be
eligible to be a Full Member. Any person interested in
amateur radio shall be eligible to be an Associate Member.
Any Full Member has the option to sign up his or her
family for a Family Membership.
Full Members, Associate Members,
and Family Memberships shall have the same rights and
benefits of membership, except that Associate Members
and Family Members not being a Full Member shall
not be eligible to vote, to make or second motions and nominations,
or to serve as Elected Officers.
No person may become a Full Member,
Associate Member, or Family Membership until
accepted by the Full Members at any regular or special
meeting. Dues tendered by any person not accepted into membership
shall be returned.
A Full Member, Associate Member,
or Family Membership may be expelled from membership
upon two-thirds vote of the Full Members at any regular
or special meeting with at least fourteen days notice
to the Full Members and to the person whose expulsion
is to be considered. Such proceedings may be initiated only by
a petition signed by either three members of the Executive
Committee, or in the alternative by one-fifth of the Full
Members.
Dues shall be payable annually in advance for
the period commencing January 1 and ending December 31. The amount
of dues shall be established annually by the Executive Committee.
No change in dues shall be effective until the beginning of the
next dues period.
Any Full Member, Associate Member,
or Family Membership whose dues are delinquent as of
May 1 shall be dropped from membership, provided that such Full
Member, Associate Member, or Family Membership
may at any time through December 31 reinstate his or her membership
by payment of dues without the requirement of again being accepted
for membership.
After July 1, dues for a new Full Member,
new Associate Member, or new Family Membership
for the partial year remaining shall be one-half of the established
annual dues.
After December 1, dues for a new Full Member,
new Associate Member, or new Family Membership
for the partial year remaining shall be waived if the new Full
Member, Associate Member, or Family Membership
pays dues in full for the next year.
No Full Member, Associate Member,
or Family Membership shall be entitled to a refund of
dues by virtue of his or her resignation, incompetence, death,
or expulsion from membership.
ARTICLE VI Meetings of the Members
Members shall meet regularly to conduct
the business of this club. A schedule of regular meetings shall
be determined from time to time by the Members at any
regular or special meeting. If no schedule of regular meetings
is in effect, one may be promulgated by the President
upon at least fourteen days notice to the Members.
Special meetings may be called by the President
or two members of the Executive Committee acting in concert,
upon at least seven days notice to the Members.
Any action may be taken at a special meeting that could be taken
at a regular meeting.
A quorum for the conduct of business at any
regular or special meeting shall be five Full Members,
provided that if two consecutive regular or special meetings have
failed due to the lack of a quorum, the requirement of a quorum
may be waived at the next regular or special meeting upon at least
fourteen days notice to the Members.
An act of the majority of Full Members
present at any regular or special meeting at which a quorum is
present or has been waived shall be the act of the Full Members.
Any action may be taken without a meeting if
the Corporation delivers a written ballot to every Full Member
entitled to vote on a matter, in accordance with §355.266,
RSMo.
No action of the Full Members shall
be invalidated because the meeting at which it was taken was not
chaired by the President or Vice-President.
Except when provided otherwise by law, this
constitution, or the Full Members, all meetings of the
Members shall be governed by Roberts Rules of Order,
however in the absence of objection the chairman of the meeting
may allow it to proceed informally.
ARTICLE VII Directors and Officers
Elected Officers. The Elected Officers of the Corporation shall consist of a President; Vice-President; Treasurer; and Secretary. The Elected Officers of the Corporation shall also constitute the Board of Directors of the Corporation. Any Full Member shall be eligible to election as President, Vice-President, Treasurer or Secretary. Election of Officers. Elections of officers whose terms have expired shall be held at a regular or special meeting of the Members in November of each year, or as soon thereafter as may be expedient. Terms. Elected Officers shall serve terms consisting of four years. Any Elected Officer may serve unlimited successive terms if so elected by the Full Members. Currently, the term of the President shall expire December 31, 2009, the term of the Vice-President shall expire December 31, 2012, the term of the Treasurer shall expire December 31, 2011, and the term of the Secretary shall expire December 31, 2010. Vacancy. In the event an Elected Officer ceases to be a Full Member, resigns, becomes legally incompetent, dies, or is removed from office, such office shall be deemed vacant. In the event of a vacancy in any Elected Office other than President, the unexpired portion of such term shall be filled by appointment of the President, provided that no person shall be appointed to any Elected Office who would not be eligible for election to that office. In the event of a vacancy in the office of the President, the unexpired portion of such term shall be filled by succession in the following order: Vice-President; Treasurer; and Secretary Removal. An Elected Officer may be removed from office upon two-thirds vote of the Full Members at any regular or special meeting with at least fourteen days notice to the Members and to the Elected Officer whose removal is to be considered. Such proceedings may be initiated only by a petition signed by either three members of the Executive Committee, or in the alternative by onefifth of the Full Members.
ARTICLE VIII Duties of Elected Officers
President. The President shall be the Chief Executive Officer of this Corporation; shall chair all meetings of the Executive Committee and the Members at which he or she is present; may form and dissolve committees, and appoint and remove the chairmen and members thereof; may create and abolish additional offices, and appoint to such offices Full Members, Associate Members, and others, each of whom shall serve at the pleasure of the President; and generally conduct the business of this club subject to law, the Articles of Incoporation, this Constitution and Bylaws, the advice of the Executive Committee, and the will of the Members. Vice-President. The Vice-President shall, in the absence of the President, perform the duties of the President; provided that the Vice-President shall not have the power to dissolve committees, to remove chairmen or members from committees, to abolish offices created by the President, to remove officers who serve at the pleasure of the President, to fill vacancies, or to call special meetings of the Executive Committee or the Members. Treasurer. The Treasurer shall be the Chief Financial Officer of this club; shall receive all monies due this club, and pay out the same when authorized to do so by the Executive Committee or the Full Members; shall keep the financial books and records of this club; shall report to the Executive Committee, the President, and the Members when requested; and shall file such tax and other financial returns as may be necessary. Secretary. The Secretary shall keep minutes of the meetings of the Members, and if requested to do so of the meetings of the Executive Committee; shall be the keeper of all records of the club, except those specifically entrusted to the Treasurer or another by this Constitution and Bylaws, the Executive Committee, the President, or the Members; and shall file such reports as are necessary with the American Radio Relay League and the Secretary of State of the State of Missouri. The Secretary shall also keep the Constitution and Bylaws of the Corporation and have the same with him or her at each meeting of the Executive Committee or Members. The Secretary shall note all amendments, changes, and additions to the Constitution and Bylaws and shall permit the same to be consulted by Members upon request.
ARTICLE IX Executive Committee
Composition. The Elected Officers of this Corporation shall also constitute the Executive Committee or Board of Directors. Regular Meetings. The Executive Committee may meet in regular session immediately following any regular or special meeting of the Members, without special notice to the members of the Executive Committee. A schedule of additional regular meetings may be determined from time to time by the members of the Executive Committee at any regular or special meeting. Special Meetings. Special meetings of the Executive Committee may be called by the President or two members of the Executive Committee acting in concert, without notice or upon whatever notice such convening authority deems appropriate. If notice of the call of a meeting of the Executive Committee is given, a bona fide attempt shall be made to give notice to all members of the Executive Committee, however no action of the Executive Committee shall be invalidated because of a lack of such notice. Any action may be taken at a special meeting that could be taken at a regular meeting. Quorum; Voting. A quorum for the conduct of business at any regular or special meeting shall be a majority of the Executive Committee then holding office. Each member of the Executive Committee shall have one vote on each matter that comes before the Executive Committee. An act of the majority of the members of the Executive Committee present at any regular or special meeting at which a quorum is present shall be the act of the Executive Committee. No action of the Executive Committee
shall be invalidated because the meeting at which it was taken was
not chaired by the President or Vice-President.
Except when provided otherwise by law, the Articles of Incorporation,
this Constitution and Bylaws, or the Executive Committee,
all meetings of the Executive Committee shall be governed
by Roberts Rules of Order, however in the absence of objection the
chairman of the meeting may allow it to proceed informally.
ARTICLE X Special Powers of the Executive Committee
Whenever it is impractical to present any matter
to the Members because:
The emergency nature of the matter requires action before the next regular meeting of the Members and before a special meeting of the Members could reasonably be called; or The pressing nature of the matter requires action before the next regular meeting of the Members, but the matter is of a minor nature rendering it inappropriate to call a special meeting of the Members; or The matter was to have been presented to the Members at a regular or special meeting, and that meeting failed due to the lack of a quorum.
Then the Executive Committee may take
any action with respect to such matter as the Members could
have taken if it had been presented to them, subject to the following
limitations:
No Full Member, Associate Member, or Family Membership may be expelled; No elections may be held; No Elected Officer may be removed from office; Neither the Articles of Incorporation nor this Constitution and Bylaws may be amended. Any action taken by the Executive Committee pursuant to this Article shall be reported to the Members at their next regular or special meeting.
ARTICLE XI Contracts, Checks & Funds
Contracts.The Executive Committee may authorize any officer(s) or agent(s) of the Corporation, in addition to the Elected Officers authorized by this Constitution and Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer(s) or agent(s) of the Corporation and in such manner as set forth in a resolution of the Executive Committee. In the absence of such a resolution, any such instruments shall be signed by at least two Elected Officers of the Corporation. Deposits. All funds of the Corporation shall be deposited periodically to the credit of the Corporation in such banks or other depositories as the Executive Committee may direct. Audit or Accounting. An audit or accounting may be required by the Executive Committee or the Full Members, to determine that the assets and income of the Corporation are being managed and administered properly.
ARTICLE XII A.R.R.L. Affiliation
It is the policy of this Corporation to be recognized
as an American Radio Relay League Affiliated Club.
The Elected Officers of this Corporation
shall use their best efforts to obtain and maintain this Corporation
as an American Radio Relay League Affiliated Club.
It is the policy of this Corporation that membership
shall not be denied to any person solely for the purpose of allowing
the Corporation to become or remain an American Radio Relay League
Affiliated Club.
ARTICLE XIII Alternative Dispute Resolution
In the event an internal dispute arises that
cannot be resolved within this Corporation, the dispute will be
submitted to an appropriate alternative dispute resolution mechanism
of the American Radio Relay League, if one is available. The appropriateness
and availability of an alternative dispute resolution mechanism
shall be determined solely by the American Radio Relay League.
For the purpose of this article, an "internal
dispute" means any disagreement between two or more Elected
Officers, Full Members, or Associate Members,
concerning the operation or governance of this Corporation, or
the interpretation of the Articles of Incorporation, the Constitution
and Bylaws, or any enactment of the Executive Committee
or the Members. This definition shall be interpreted
liberally as it is the intent of this article to maximize the
resolution of disputes within the framework of any available American
Radio Relay League alternative dispute resolution mechanism and
to minimize the resolution of disputes through traditional litigation.
The results of the alternative dispute resolution
mechanism, if available, shall be final and binding on all Elected
Officers, Full Members, Associate Members,
and Family Memberships, unless the rules of the alternative
dispute resolution mechanism provide otherwise.
Every Elected Officer, Full Member,
Associate Member and Family Membership by accepting
and retaining such status agrees to be bound by the provisions
of this Article.
Whenever notice is required by this Constitution
and Bylaws, it shall be in writing and served upon the party entitled
thereto by personal delivery, e-mail, or by placing the notice
in an envelope addressed to such party at his or her last known
address and depositing the sealed envelope in a United States
Post Office mail box with first class postage fully prepaid. When
notice is served by mail or e-mail, actual receipt of notice by
the party entitled thereto is not necessary for the notice to
be effective. Inclusion of any notice in the official newsletter
that is mailed or e-mailed to the party entitled to such notice
shall be sufficient.
Proof of service of any required notice may be
made by either of the following methods:
The person serving the notice may file a signed certificate of service with any member of the Executive Committee; or If the person serving the notice is a member of the Executive Committee, by the oral statement of such person made at any regular or special meeting of the Members and so noted in the minutes.
When computing the number of days between the
service of a notice and a meeting, the day of personal delivery
or mailing of the notice shall not be counted, but every subsequent
day, including the day of the meeting, shall be counted.
ARTICLE XV Indemnification
Each of the Corporation’s officers, directors,
employees or agents, whether or not then in office, and their
respective executors, administrators, and heirs, and each of the
foregoing who is or was serving at the request of the Corporation
as a director or officer of another corporation (including the
heirs, executors, administrators or estate of such person) shall
be indemnified by the Corporation as of right to the fullest extent
permitted or authorized by law, as not in effect and as hereafter
amended, against any liability, judgment, fine, amount paid in
settlement, cost and expense (including attorneys’ fees)
asserted or threatened against and incurred by such person in
his or her capacity, or arising out of his or her status, as a
director, officer, employee or agent of the Corporation, or, if
serving at the request of the Corporation as a director or officer
of another corporation, unless the conduct giving rise to said
liability is adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct. The indemnification provided
by this Article shall not be exclusive of any other right to which
those indemnified may be entitled under any agreement, vote of
disinterested directors or otherwise, and shall not limit in any
way any right which the Corporation may have to make different
or further indemnifications with respect to the same or different
persons or classes of persons.
ARTICLE XVI
Dissolution & Disposition of Corporate Assets
The assets of this Corporation are irrevocably
dedicated to charitable, scientific, and educational purposes.
Liquidation, dissolution or abandonment of this Corporation will
not inure the assets of the Corporation to the benefit of any
private person, except as to one or more non-profit funds, foundations,
corporations or other organizations which at the time of distribution
shall have established tax-exempt status under Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended, or successor
provisions thereto, said beneficiary or beneficiaries to be selected
by the Executive Committee.
This Constitution and Bylaws may be amended
only by the following procedure:
At the request of either three members of the Executive Committee or one-fifth of the Members, a proposed amendment may be presented at any regular or special meeting of the Members, and shall then be held over for consideration at a regular or special meeting of the Members held at least fifteen days after the meeting at which it was first presented. At least fourteen days prior to the meeting at which it is to be considered, notice of the proposed amendment shall be given to the Members. The proposed amendment may be considered only at the meeting of Members specified in the notice, and only if a quorum is present at said meeting. The proposed amendment shall be adopted only if first passed by a vote of twothirds of the Full Members present at said meeting, and then ratified within thirty days by the Executive Committee. After adoption, an amendment to this Constitution and Bylaws becomes effective immediately, unless the amendment provides otherwise. Adopted by the Members pursuant to
the procedural requirements of the previous Constitution and Bylaws
on the ______ day of ____________________,
200___.
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