BYLAWS OF THE

PLATINUM COAST AMATEUR RADIO SOCIETY, INC.

A Florida Nonprofit Corporation

March 25, 2003

 

ARTICLE I - Introduction

 

1. Definition of By-Laws - These bylaws constitute the code of rules adopted by the Platinum Coast Amateur Radio Society, Inc. for regulation and management of its affairs.

 

2. Parliamentary Authority - The rules contained in the current edition of Robertís Rules of Order Newly Revised shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the corporation may adopt.††

 

ARTICLE II - Membership

1. Classes of Membership - There shall be four (4) classes of membership in the corporation: †††††††

††††††† A. Regular Members - Any person that holds a valid amateur radio license and supports the stated goals of the corporation may become a regular member. Only regular members shall have the privileges of voting, holding office, and chairing committees.

B. Life Members - Life members are regular members for life and shall have the same privileges and requirements, with the exception of dues payments, thereof. Life membership is in recognition of regular members who have contributed to the corporation in an outstanding manner. Life members shall be nominated by the board of directors and confirmed by the membership. Only one life member may be elected each year

C. Associate Members - Any person that supports the stated goals of the corporation may become an associate member.††

D. Honorary Members - All honorary members shall be nominated by the board of directors and confirmed by the membership. Only one honorary member may be elected each year. There shall be no dues charged to honorary members.

2. Members Dues

A. The annual dues payable to the corporation by the members will be in such amounts as determined by resolution of the board of directors.

B. Dues not paid within thirty (30) days of the annual meeting shall be delinquent and membership shall be automatically canceled.

C. Persons in the same immediate family as a regular member may also become or retain their regular membership at one-half the dues of a regular member.

D. Annual dues of new members will be pro-rated on a monthly basis from the first day of the month in which such member is entering.

E. If membership of any member ceases, either voluntarily or involuntarily, no refund of fees or dues shall be made.

F. A person whoís membership has bee canceled for non-payment of dues may rejoin by paying full dues for the current year.

†††††††††

3. Cancellation of Membership - Membership in this corporation may be canceled voluntarily by the member, involuntarily by the corporation for non-payment of dues, or for cause. Cancellation of membership for cause may be initiated by submission to the secretary of a petition signed by at least five (5) regular members.

 

4. Reinstatement of Membership Canceled for Cause - Any person who's membership has been canceled for cause may petition the board of directors for reinstatement no more than once every two (2) years. Said petition shall be signed by at least five (5) regular members of the corporation. The payment of any delinquent dues and an appropriately adopted resolution of the board of directors shall reinstate the petitioner's membership.

 

ARTICLE III - Officers

 

1. Number of Officers - The officers of the corporation shall be a President, Vice-President, Secretary, Treasurer, Custodian and Hamfest Chairman.

 

2. Qualification of Officers - Each officer must be a regular member of the corporation. No member may serve more than two (2) consecutive terms in the same office with the exception of the Hamfest Chairman.

3. Term of Office and Election of Officers - Officers shall serve for one (1) year, or until a successor is elected, and shall be elected by ballot at the annual meeting.

4. Powers and Duties of Officers -

A. The officers shall perform the duties prescribed by these by-laws and the parliamentary authority adopted by the corporation.

B. President - The president shall be the chief executive officer and chairman of the board of directors of the corporation. The president shall appoint all committees except the audit committee and shall serve as a member ex-officio of same, with the exception of the nominating and audit comities.††

C. Vice-President - The vice-president shall in the event of the death, resignation, or inability of any other officer temporarily assume the duties of that office until a successor is named or the inability is resolved. The vice-president shall also arrange for programs at regular meetings whenever possible.††††

D. Secretary - The secretary shall keep the official record book of the corporation which shall be an accurate and permanent record of all business transacted by the corporation.

E. Treasurer - The treasurer shall receive all funds, deposit and keep them in a financial institution selected by the board of directors. The treasurer shall serve without bond. At least quarterly a detailed statement of receipts, expenditures, funds on deposit, and petty cash shall be submitted to the board of directors.

F. Custodian - The custodian shall be responsible for the storage, maintenance and care of all equipment owned by the corporationThe custodian shall approve all repairs and modifications to corporation owned equipment. The custodian shall keep a record, including the location, of all equipment and assets of the corporation.

G. Hamfest Chairman - The hamfest chairman shall, manage, control, and direct the Melbourne hamfest. The hamfest chairman shall chair the hamfest committee.††††

 

ARTICLE IV - Board of Directors

 

1. Number of Directors - The Board of Directors shall be composed as follows:

A. The officers of the corporation as listed in Article III Section 1 of these bylaws;

B. The past-president;

C. Four (4) Members-at-Large.

 

2. Qualification of Directors - Each director must be a regular member of the corporation. No member may hold more than one (1) position on the board of directors at any time.

 

3. Length of Term and Election of Members-at-Large - Two members-at-large shall be elected by ballot at each annual meeting to serve for two (2) years, or until a successor is elected. In the event a quorum of directors no longer exists a special election shall be held. A member-at-large elected by a special election shall serve until the annual meeting.

 

4. Meetings of the Board of Directors - The board of directors shall meet at least quarterly and report to the general membership as to the result of these meetings. The board shall meet at the call of the president or upon the call of at least three (3) members of the board. The meetings of the board must be held in Brevard County, Florida. Meetings of the board are open to all members of the corporation, non-members may attend by invitation of the President or resolution of the Board.

 

5. Notice of Directors Meetings - Written notice stating the place, day and hour of any meeting of the board of directors shall be sent to each director not less than ten (10) days before the date of such meeting.

 

6. Quorum of Directors - Fifty percent (50%) of the directors, but never less than four (4) directors, shall constitute a quorum.

 

7. Powers and Duties of Directors - The powers and duties of the board of directors are as follows:A. To have complete supervision and control over the policies, operation and affairs of the corporation;

B. To make recommendations to the corporate membership;

C. To fill vacancies in the board of directors;

D. To cause the financial records of the corporation to be audited, by appointing the auditing committee;

E. To authorize and file tax returns on behalf of the Corporation;

F. To adopt an annual budget and to present it to the general membership at the regular meeting held during the month of March of each year;

G. To authorize any single expenditure of money up to $1000.00 without prior approval of the membership; and

H. To have such other powers and duties as are specified in the Articles of Incorporation, these By-Laws, or as required in order to direct the activities of the Corporation.

 

ARTICLE V - Meetings ††

 

1. Regular Meetings - The regular meetings of the corporation shall be held on the second Monday of each month.

 

2. Annual Meeting - The regular meeting held in January shall be the annual meeting of the corporation.

 

3. Special Meetings - Special meetings may be called by the signed request of five (5) regular members. Only business specified in the call may be transacted at a special meeting. Written notice containing the place, time, and specific business to be transacted shall be sent to all regular members at least ten (10) days prior to the date of the special meeting. Notice shall be effective when sent to an address contained in the corporate roster.††

 

4. Quorum of Members - 15% of all regular members shall constitute a quorum.

 

ARTICLE VI - Major Business

 

1. Notice shall be given at least ten (10) days prior to consideration of any item defined as major business. In addition to the methods of notice authorized by the parliamentary authority publication in the corporationís electronic newsletter shall constitute notice.

 

2. The board of directors shall evaluate all items of major business for feasability, financial impact, and good of the corporation.

 

3. All items of major business require a two-thirds vote for adoption.

 

††††††††††† 4. Major business is defined as:

A. Cancellation of membership for cause;

B. Removal of an officer or director;

C. Expenditures greater than $500.00;

D. Confirmation of life or honorary membership;

E. Amendments to these bylaws; and

††††††††††††††††††††††† F. Amendments to the Articles of Incorporation.

††††††††††††††††††††††† ††††††††††††††††††††††

ARTICLE VII - Committees

 

1. Appointment - All committees, with the exception of the auditing committee, shall be appointed by the president.

 

††††††††††† 2. Standing Committees - The standing Committees shall be:

A. Auditing Committee - An auditing committee, consisting of two (2) members-at-large of the board of directors and one (1) regular member of the corporation not serving on the board of directors, shall be appointed no later than the end of November by the board of directors. It shall be the duty of this committee to audit the accounts and financial records of the corporation at the end of the calendar year and report at the annual meeting.††

B. Technical Committee - It shall be the duty of this committee to establish standards for the operation and maintenance of corporation-owned equipment.

C. Sunshine Committee This committee shall maintain contact with members and their families who are sick or saddened by death, and express the concern of the membership.†† D. Hamfest Committee - The Hamfest Committee is responsible for assisting the hamfest chairman in the execution of a successful hamfest. The hamfest chairman shall chair the committee. The committee shall submit a final report, including finances and recommendations, to the membership at the October meeting.††

E. Emergency Committee - An emergency committee shall ensure that the corporation can provide a pool of skilled radio operators in the event of an emergency by developing appropriate plans, conducting drills, public service events, and related activities.††

F. Education Committee - The education committee shall be responsible for conducting amateur radio classes for the interested public and license upgrade classes for members of the corporation.

G. Nominating Committee - A nominating committee, of three (3) members, shall be appointed during November each year. It shall be the duty of this committee to carefully screen the membership of the corporation for qualified candidates for the offices to be filled.

 

3. Special Committees - Special committees may be appointed as necessary to carry out the work of the corporation.

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 ARTICLE VIII - Operations ††

 

1. Fiscal Year - The fiscal year of this corporation shall begin on March 1st and end on the last day of February.††

 

2. Non-Profit Operations and Compensating - This corporation will not have or issue shares and stocks. No dividends will be paid, and no part of the income of this corporation will be distributed to its members, directors, or officers. However, the corporation may pay compensation in a reasonable amount to members, officers or directors for services rendered.††

 

3. Loans - This corporation shall not borrow money unless such loans are first approved by two thirds of the regular members of the corporation.††

 

4. General - The corporation shall at all times be governed by the following limitations:

A. 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) a political campaign on behalf of any candidate for public office.

B. Notwithstanding any other provisions of the Articles of Incorporation, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

 

ARTICLE IX - Amendments††††††

 

1. Procedure - These bylaws may be amended through the following procedure:

A. A petition containing the proposed amendment or revision signed by five (5) regular members is submitted to the secretary.

B. The petition is read to the membership and the complete text of the amendment or revision is made available at the next regular meeting.

C. Following the reading of the petition consideration of the amendment shall be postponed to and made a special order of a subsequent meeting.

 

2. Vote Required for Adoption - A vote of two-thirds of the members present shall be required for adoption of amendments to these bylaws.