Current NARA By-Laws -- 15 June 2019

[Admin]

The attached NARA By-laws were produced by a committee lead by LaVergne, N8HLP, and included, Mike, WD8JLP, and Earl, W8BR, with input from the membership.  These By-Laws were approved by greater than two-thirds affirmative vote of the active members present at the meeting on 15 June 2019.

See attached files for formatted copy in MS Word and PDF.  The text of the By-laws follows:

By-laws of the Newark Amateur Radio Association
Box 601, Newark, Ohio 43058-0601
As Amended June 15, 2019

1. Name
The name of this organization shall be the Newark Amateur Radio Association (NARA), a not-for-profit 501(c)(3) corporation incorporated November 13, 1978, located in Newark, Licking County, Ohio, whose employer federal tax identification number is 31-0952843, and whose statutory agent registered with the Ohio Secretary of State is Alfred A. Nickerson.

2. Basis and Purpose
The Newark Amateur Radio Association is organized exclusively for charitable, religious, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon the dissolution of the Newark Amateur Radio Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

The mission of this Association is to foster and promote the hobby of Amateur Radio, to provide repeater systems for the Amateur Radio community, to provide public service and emergency communications when needed, to provide education for licensing, and to provide a forum for members to meet and exchange information, share experiences, and socialize with one another.

3. Association Members
The membership of the Association shall be divided into four classifications:

Active Members shall be entitled to all rights and privileges of the Association and shall share in its activities and responsibilities. Active members shall be entitled to hold office and vote at all membership meetings.

Associate Members are members who do not hold a valid amateur radio operator's license but nevertheless have an interest in amateur radio and wish to participate in the activities of the Association. Associate members shall not be eligible to hold any office nor to vote at membership meetings. They shall, however, be eligible to participate in all Association programs and projects to the extent that their participation does not violate any FCC or other laws or regulations. An associate member shall automatically become an active member upon presentation of a valid amateur radio license to the Secretary.

A Life Member is a licensed amateur operator who has provided or is providing exemplary service in support of NARA.  It is an unusual designation which gives the person membership in NARA and waives membership fees.  A person can be nominated by any Active Member and presented to the Board of Trustees for consideration.  The nomination would include a brief summary of the contributions made or being made by the nominee.  Pending approval by the Trustees, the nomination can be put to the membership for approval.  The removal of a Life Member could be accomplished in a similar manner.

An Honorary Member is a person or persons who has been bestowed, by the association, the privilege of being associated with the Newark Amateur Radio Association, i.e., city, county or state officials.

Any active member may sponsor a prospective new member or prospective new members may apply directly to the membership committee. An application for membership shall be made on a form supplied by the membership committee. Said application shall be accepted upon payment of dues. An application is required with each new or renewal membership.

4. Meetings of Members
Regular meetings are to be held monthly.  The President or Acting President of the Association may call special meetings by giving written notice, i.e. website, email or text, to the membership at least five days prior to scheduled meeting.

5. Quorum
Ten percent of the then active members of the Association shall be required to constitute a quorum for the transaction of business at all membership meetings.

6. Proxies
A member may, through a written proxy, authorize another to vote for him/her at all members' meetings, but the person so authorized must be a member, and such proxy must be filed with the Secretary before the person authorized thereby can vote thereunder.

7. Elections
All elections of trustees and officers shall take place at a membership meeting where a quorum of active members is present. If the election is to be held at a meeting other than the regular December membership meeting, notice shall be given to the membership in the website, an email, or a text at least 30 days prior to the meeting.  Voting shall be by secret ballot except when only one candidate is presented. In this case the candidate shall be declared elected without ballot.  Candidates may be presented by the Nominating Committee and by nomination from the floor. Prior consent must be obtained from the nominee, stating he/she will perform the duties of the office.  Election shall be by majority vote. In the event no candidate receives a majority of the vote, the candidate with the least votes shall be eliminated and another vote taken. In the event of a tie vote, the winner shall be determined by the flip of a coin. (If two candidates, by the call of heads or tails; if three or more by odd one wins.)

8. Board of Trustees
Officers
Past President
Emergency Coordinator
Club Station License Trustee
Three elected Trustees

The corporate powers and affairs of the Association shall be exercised and controlled by a Board of Trustees. The election of Trustees other than the officers shall take place at the December meeting of the members, or at a special meeting called for that purpose, and shall be by ballot. The trustees shall be selected from the current membership of the Association by a majority vote of active members present. One Trustee is to be elected each year for a term of three years, staggering the terms to provide some continuity for the Association. Trustees shall take office on January 1 following their election and shall serve for three years, or until their successors are elected and qualified. In the event an elected Trustee is unable to complete the term of office, a replacement shall be elected by the remaining members of the Board. 

9.  The Emergency Coordinator is an ARRL appointee and a member of the Association.

10. Club Station License Trustee
The Club Station License Trustee shall be appointed by the Board of Trustees and be a member of the Association.  The Club Station License Trustee shall be an Extra class licensee and shall govern all use of the Club Station License, N8ARA.  There shall be no specified term for the Club Station License Trustee.  The application for the Club Station License shall be signed by the President of the Association and the appointed Club Station License Trustee.  The Club Station License, N8ARA shall be renewed at intervals specified by the FCC.  The Club Station License Trustee shall ensure the license is renewed, as necessary.

11. Officers
President
Vice President
Secretary
Treasurer

Officers shall be members of the Association. Election of officers shall be conducted at the regular membership meeting in December of each year. New officers shall take office January 1 of the following year and shall serve for a term of one year. Any vacancy in office shall be filled by a special election held at the next regular membership meeting following announcement of the vacancy. Election of officers shall be by a majority vote of the active members present.
The officers of the Association shall have charge of the management of the business and affairs of the Association in the interim between meetings of the Board of Trustees. Such officers shall have the power generally to discharge the duties of the Board of Trustees, but not to incur debts, excepting for current expenses, unless specifically authorized. They shall at all times act under the direction and control of the Board of Trustees and shall make report to the Board of Trustees of their acts.

12. Duties of the Board of Trustees
The corporate powers and affairs of the Association shall be exercised and controlled by a Board of Trustees.
By direction of the Board of Trustees, a member whose conduct is in serious violation of the mission of this organization shall be sent a letter by the Secretary reprimanding the member of such violation with a request not to repeat it. Persistent offenses shall, by recommendation of the Board of Trustees and approval of the membership by a 2/3 vote of the members present at a regular meeting, result in expulsion from the membership, and loss of all membership privileges including loss of repeater privileges.

13. Duties of the President
The President shall preside at all meetings of this Association and conduct the same in accordance with Roberts's Rules of Order. He/she shall decide all questions of order, sign all official documents, and perform all customary duties pertaining to the office of President. He/she shall appoint all committees and have general supervision of the work of the Association.  The Vice President shall assume the duties and functions of the President in his/her absence, and shall also be responsible for the oversight of the Equipment Management Committee.

14.  Duties of the Vice President
The Vice President shall assume the duties and functions of the President in his/her absence, and shall also be responsible for the oversight of the Equipment Management Committee.

15. Duties of the Secretary
The Secretary shall have custody of the Association's charter and by-laws and all other Association records and documents. He/she shall keep an accurate record of the meetings and activities of the membership, the Board of Trustees, and Executive Committee. He/she shall have charge of all correspondence. Upon completion of his/her term in office, the Secretary shall deliver the Association's records to his/her successor or the President of the Association.

16. Duties of the Treasurer
The Treasurer shall receive and safely keep all money belonging to the Association, and disburse the same, under the direction of the Board of Trustees. He/she shall keep an accurate account of the finances of the Association, and hold the same open for inspection and examination of the Trustees and any committee of members appointed for such inspection, and shall present abstracts of the same at regular meetings when requested. Disbursements made by the Association, after approval by the Membership, shall be signed by an Officer of the Association.  Upon the expiration of his/her term, the Treasurer shall deliver all money and other property of the Association in his/her hands to the successor or to the President. Annually at the January membership meeting, the Treasurer, after consultation with the Board of Trustees, shall submit to the membership an annual operating budget setting forth the anticipated receipts and expenditures for the year.  Upon approval by the membership this budget shall then constitute approval for expenditures set forth therein. In the event expenditures are to exceed the budgeted amounts, membership approval shall be required. This approval may take the form of an amended budget or approval of a specific expenditure.

17. Committees
Membership & Attendance
Education
Social & Reception
Repeater Management
Nominating
Public Relations
Finance
Program
Emergency Coordination
Field Day
Web Site
Equipment Management

Committees are made up of association members or member assigned to a specific task.  They are appointed by the President during a regular meeting of the membership.

17.1 Membership and Attendance Committee
This committee shall contact non-member amateurs in the area to provide information regarding our Association, and shall arrange for proper introduction of all new members. This committee shall be responsible for maintaining and promoting Association membership and attendance.

17.2 Education Committee
This committee shall consist of at least one Volunteer Examiner and shall be responsible for providing educational programs for the members of the Association as well as Entry-level and upgrade classes. Such programs may be programs for regular membership meetings or may be special meetings called for educational purposes.

17.3 Social and Reception Committee
This committee shall be responsible for all social functions of the Association and such other duties as may be assigned to it. It shall act as the reception committee at all meetings.

17.4 Repeater Management Committee
This committee shall supervise the operation and maintenance of the club's repeater system or systems. The committee shall be responsible for presenting suggestions and recommendations concerning the repeater to the Association membership at regular meetings.

17.5 Nominating Committee
This committee shall consist of the most recent past president available (or if none available, a member appointed by the President), who shall serve as chairman, and at least two other active members. The committee shall be responsible for preparing a slate of candidates for the Board of Trustees and officers of the Association, for presentation at the election activities at the December meeting.

17.6 Public Relations Committee
This committee shall arrange for all publicity and public relation activities of the Association.

17.7 Finance Committee
This committee shall consist of at least one Trustee and shall be responsible for assisting the Treasurer in preparing the budget described in Article 16; for supervising all fundraising projects conducted by the Association; and for conducting an annual audit of the Treasurer's records as soon after December 31 each year, as practicable. Audits at other times may be conducted upon request of the Board of Trustees. The results of audits shall be reported to the next regular membership meeting following completion of the audit.

17.8 Program Committee
This committee shall arrange for programs for all regular meetings and special activities.

17.9 Emergency Coordination Committee
This committee shall consist of the Emergency Coordinator and all Assistant Emergency Coordinators. It is responsible for maintaining and improving the ability to respond to any emergency situation, which may require the Association's assistance. It will maintain liaison with the American Red Cross, the Emergency Management Agency, local law enforcement and fire protection agencies, and others as may become necessary.

17.10 Field Day Committee
This committee shall be responsible for planning, organizing, directing all field day activities carried on by the club members. In the event that Field Day is put on by more than one club, the chair of this committee shall represent NARA at joint committee meetings.

17.11 Web Site Committee
This committee shall be responsible for planning, organizing, developing, and implementing internet-based resources for the Association. 

17.12 Equipment Management Committee
The committee will report to the Vice President on a semi-annual basis and shall be responsible for equipment inventory and location.

18. Dues
Dues for all members of the Association shall be payable annually on or before January 31. Past members who have been out of the club more than one year will be considered new members.  Honorary members shall be exempt from all dues and fees.  Dues will be set before the beginning of each calendar year by recommendation of the Board of Trustees subject to approval of the majority of the membership and shall be paid on a calendar year basis only. Dues paid by September 30 of the calendar year shall be for the present year with any dues received October 1 or later will be for the upcoming year unless the member specifies otherwise.

19. The Radio Amateur is:
Considerate...never knowingly operates in such a way to lesson the pleasure of others.
Loyal...offers loyalty, encouragement and support to other amateurs, local clubs, and the American Radio Relay League, through which Amateur Radio in the United States is represented nationally and internationally.
Progressive...with knowledge abreast of science, a well built, safe, and efficient station and operation above reproach.
Friendly...slow and patient operating when requested; friendly advice and counsel to the beginner; kindly assistance, cooperation and consideration for the interest of others. These are the hallmarks of the amateur spirit.
Balanced...radio is an avocation, never interfering with duties owed to family, school or community.
Patriotic...station and skill always ready for service to country and community.
In addition, on-the-air practices including, but not limited to, derogatory comments regarding others, causing deliberate interference to communications, using profanity or obscenity, conducting illegal communications, and other violations of the FCC rules, are prohibited.

20. Amendments
Proposed amendments shall be submitted to a membership meeting preceding the one where the vote will be taken and shall be published in the website, an email, or a text at least once prior to the time the vote is taken. A two-thirds affirmative vote of the active members present at the meeting shall be required for approval. All amendments shall be submitted in writing to the Secretary.