CENTRAL MISSISSIPPI AMATEUR RADIO ASSOCIATION, INC.
ARTICLE I: NAME, ORGANIZATION, AND PURPOSE
- The name of the corporation shall be the “Central Mississippi Amateur Radio Association, Inc.,” hereinafter sometimes referred to as the “Association.”
- The Association is organized as a Mississippi not for profit corporation.
- The Association is organized exclusively for educational, charitable, literary, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
- The Association must not engage in any activities that are not in furtherance of the exempt purposes under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
- Upon dissolution of the Association, any remaining assets of the Association shall be used exclusively for 501(c)(3) purposes.
- As part of its educational mission, the Association shall encourage members of the public to become licensed amateur radio operators and provide training and assistance to potential licensees.
- As part of its charitable mission, the Association shall encourage its members and other amateur radio operators to participate in public service and civil defense communications, particularly during events of natural disasters and other emergencies.
- As part of its charitable and public service mission, the Association shall support the functions of the Amateur Radio Emergency Service (ARES) and the Radio Amateur Civil Emergency Service (RACES) as appropriate.
- As part of its educational mission, the Association shall support a volunteer examiner team to administer amateur radio license testing for all classes of licenses as provided by and in accordance with the rules of the Federal Communications Commission and the regulations of the volunteer examiner coordinating body.
ARTICLE II: MEMBERSHIP AND DUES
- Any person who is the holder of a valid, renewable amateur operator license issued by the Federal Communications Commission shall be eligible for full membership in the Association.
- Any person who is eligible for full membership and who has either reached 65 years of age or is totally and permanently disabled shall be eligible for senior membership at one-half of the full membership dues. Likewise, any person who is eligible for full membership and who is 18 years of age or younger shall be eligible for membership at one-half of the full membership dues.
- Any person who is a licensed amateur radio operator and who resides at the same residence as a person holding full or senior membership shall be eligible for family membership by paying half of the full membership dues for each family member.
- Any person who is not licensed but interested in amateur radio activities shall be eligible for associate membership at one-half the full membership dues for the remainder of the current year and then at the full membership dues.
- Any person who has paid his or her dues for the current year and whose membership has not otherwise been cancelled or revoked shall be considered a member in good standing of the Association.
- Full membership dues shall be $20.00 at the time of these by-laws, but may be changed from time to time by proposal made at a membership meeting and approved by a majority of those present at the next membership meeting. Dues shall be due and payable on October 1st of each year.
- The membership of any person whose conduct violates the Federal Communication rules and regulations or whose behavior is disruptive to the Association or not true to the spirit of amateur radio may be revoked upon three quarters vote of the full Board of Directors, exclusive of the President. The person shall be informed of the action and may request that their membership be considered at the next regular membership meeting, at which time the action of the Board must be ratified by a majority of those present at the meeting for the person’s membership to be revoked. Upon revocation of membership, the full dues for the current year shall be refunded to the former member within a reasonable time.
ARTICLE III: OFFICERS AND BOARD OF DIRECTORS
- The elected officers of the Association shall be a President, Vice-President for Programs, Vice-President for Special Events, Secretary and Treasurer, all of who shall be members of the Board of Directors.
- In addition to the officers, there shall be two additional members of the Board of Directors, sometimes hereinafter referred to as “non-officer directors.” One of the non-officer directors shall be elected in even numbered years and the other non-officer director shall be elected in odd numbered years.
- All officers and directors of the Association shall be licensed amateur radio operators and members in good standing.
- All officers shall serve a one-year term and neither the President nor the Vice-President for programs may serve more than two consecutive terms in the same office. However, any officer who is not eligible for re-election as a result of this limitation is nevertheless eligible for nomination and election to a different office or as a director of the Association. After a person has been out of office for at least a year, the person is again eligible for office as if he or she had never held the position.
- The two non-officer directors shall serve two-year terms and may not serve more than two consecutive terms as a director. However, any director who is not eligible for re-election as a result of this limitation is nevertheless eligible for nomination and election as an officer of the Association. After a person holding the position of non-officer director has been out of office for at least two years, he or she is again eligible for election as a non-officer director as if he or she had never held the position.
- A vacancy in the office of the President shall be filled by the Vice-President for Special Events or, if that office is vacant, by the Vice-President for Programs. The unexpired term of any other officer may be filled by majority vote of the Board of directors. The unexpired term of any non-officer director may be filled by majority vote of the Board of Directors.
- Any officer or director may be removed for the same reasons and in accordance with the same procedure as the revocation of membership hereinabove. In addition, any officer or director may be removed for failure to participate and/or carry out the duties of their office, in which case removal shall also follow the same procedure as revocation of membership.
ARTICLE IV: ELECTION OF OFFICERS AND DIRECTORS
- All officer and the non-officer director up for election in a given year shall be nominated at the September meeting of the Association.
- Additional nominations may be made and elections shall be at the October meeting of the Association.
- Election shall be by majority vote of those present at the meeting during which the election is held.
- Voting shall be by secret ballot counted by a committee of three members not running for office. The committee counting the ballots shall be appointed by the President and shall report the results to the membership upon counting the ballots. Provided, however, that election may be by acclimation for any position that is unopposed.
- In order to vote, members must be present at the meeting in which the election is held. There shall be no proxy voting.
- Only members in good standing who are licensed amateur radio operators may vote for officers and directors.
ARTICLE V: DUTIES OF OFFICERS AND DIRECTORS
- President. The President shall be the chief executive officer of the Association and shall preside at the membership meetings and serve as chairperson of the Board of Directors. The President shall not vote on matters before the membership or board of directors except in case of a tie.
- Vice-President for Special Events. The Vice-President for Special Events shall coordinate the association’s participation in public service events, field day, and other events as requested by the President. The Vice-President for Special Events shall preside over the Board of Directors meetings in the absence of the President and shall preside over the membership meetings in the absence of the President and Vice-President for Programs.
- Vice-President for Programs. The Vice-President for Programs shall arrange the monthly programs for the association and shall be responsible for advertising and promoting the programs. The Vice-President for Programs shall preside over the membership meetings in the absence of the President and shall preside over the Board of Directors meetings in the absence of the President and Vice-President for Special Events.
- Secretary. The Secretary shall keep minutes of the membership meetings and Board of Directors meetings and provide a copy of the minutes to the webmaster for publication on the website of the Association. The Secretary shall also be the custodian of all other official documents and records of the Association and shall maintain the official membership list of the Association. Upon resignation, removal, or completion of his or her term of office, the Secretary shall deliver the minute book, membership list, and all documents and records of the Association to the newly elected Secretary or, if none has yet been elected, to the President of the Association.
- Treasurer. The Treasurer shall be responsible for collecting membership dues and all other funds of the Association and depositing the funds in the Association account or accounts. The Treasurer shall be responsible for disbursing all funds of the Association and shall maintain detailed records as to the collection and disbursement of funds. The treasurer shall provide a detailed financial report to the membership at the June and January meetings each year and shall verbally provide a balance at all other membership meetings. Upon conclusion of his term of office, the Treasurer shall deliver all financial records of the Association to the newly elected Treasurer or, if none has yet been elected,
to the President of the Association.
- Non-officer Directors. The non-officer directors shall assist the officers as requested in the performance of the Association’s business.
- All officers and directors shall regularly attend membership and Board of Directors meetings and are expected to be active participants in the activities of the Association.
- The Board of Directors shall have the authority and duty to conduct the business of the Association, save and except any matters which require a vote of the membership under these by-laws.
ARTICLE VI: APPOINTMENTS AND COMMITTEES
- The President may appoint such committees and additional positions as deemed necessary. Provided, however, that such appointed positions shall not be voting members of the Board of Directors. All positions and committees appointed pursuant to this Article shall be approved a majority vote of the Board of Directors, shall serve at the pleasure of the President, and may be removed by a majority vote of the Board of Directors.
- As long as the Association has repeaters on the air, the President, shall appoint a repeater trustee for the Association’s repeaters. A committee may be appointed to assist the repeater trustee in performing his or her duties. The repeater trustee and committee shall be working positions responsible for the maintenance and work on the repeaters. All policy decisions regarding the repeaters shall be made by the Board of Directors. Provided, however, that a change in repeater trustee may be made only upon resignation or removal by a majority vote of the Board of Directors.
- The President shall appoint a webmaster for the association’s website and YouTube channel.
- The President shall appoint a social media officer who shall be responsible for the association’s Facebook, Twitter, Yahoo Groups, and similar media.
- The President shall appoint a committee of two to five people to serve as the Associations award committee and make recommendations to the Board for awards given by the Association. All awards must be approved by a majority vote of the Board of Directors.
ARTICLE VII: MEETINGS
- Monthly meetings of the membership shall be held on the second Tuesday of each month at a time and place designated by the Board of Directors.
- Each monthly meeting shall begin with the pledge of allegiance to the flag of the United States of America and an invocation. The remaining order of business shall be at the discretion of the President or officer presiding at the meeting.
- In the event of a contentious meeting, the President may invoke Roberts Rules of Order to be followed in handling the business before the Association.
- Monthly meetings of the Board of Directors shall be held on the last Tuesday of the month at a time and place designated by the Board of Directors.
- The annual meeting of the Association shall be the regular October membership meeting.
- Board of Directors meetings shall be open to all members and may only be held in executive session to address matters of a confidential legal matter or matters which necessarily involve private information of a member.
- Upon approval of a majority of the board of Directors, the November and/or December Board of Directors meetings may be cancelled and any necessary business may be handled by email.
- A quorum of at least four officers and/or non-officer directors shall be necessary for conducting any Board of Directors meeting.
ARTICLE VIII: EXPENDITURES AND CONTRACTS
- The Board of Directors may authorize a single expenditure or any combination of expenditures which do not exceed $250.00 in any single month. Any expenditures above this amount must be approved by majority vote of the membership. All contracts obligating the Association must be approved by the Board of Directors and signed by the President and Secretary of the Association.
ARTICLE IX: BRANDING AND SOCIAL MEDIA
- The official emblem of the Association shall be the emblem currently used at the time of adoption of these by-laws but may be changed from time to time upon majority vote of the members present at a regular monthly meeting.
- All website, YouTube, Facebook, Twitter, Yahoo Groups, Google accounts, and other social media accounts shall be property of the Association. All passwords for these accounts shall be provided by the coordinator for that particular social media, group, or website to the Secretary so that at least two members of the Association will have the passwords to the accounts.
ARTICLE X: AMENDMENT
- These by-laws may be amended from time to time in the following manner. Any proposed amendment shall be submitted in writing and discussed at a regular monthly meeting of the Association. The proposal shall thereafter be posted on the Association’s website and/or Yahoo Group as the Board of Directors deems appropriate. A vote shall be held at the next monthly membership meeting of the Association and any proposed amendment shall be adopted upon vote of two-thirds of the members in good standing present at the meeting and voting in favor of the amendment.