Bylaws of the Temple Amateur Radio Club a Texas non-profit corporation

Adopted June 1, 2000

Amended January 2, 2003

Amended February 5, 2004

Amended March 1, 2012

Introduction & Goals

As persons interested in Amateur Radio, we wish to secure the pleasures and benefits of associating with other persons with a similar interest. For that reason, we have constituted ourselves as a corporation known as the Temple Amateur Radio Club, Inc., hereafter referred to as TARC, recognized by the Internal Revenue Service under Section 501(c)(7) of the IRS Code, and we enact these bylaws as our governing law. This document, and its future amendments, supercedes all previous bylaws for TARC upon ratification.

Our goal is to promote Amateur Radio as a worthwhile hobby, to promote the advancement of technical competence and operator skills in the art of Amateur Radio, and to serve the community by providing public service and emergency communications.

Article I — Offices

Principal Office

1.01 The principal office of Temple Amateur Radio Club, Inc., referred to here as TARC, shall be located in Bell County, Texas. The corporation may have other offices as the Board of Directors shall determine.

Registered Office and Registered Agent

1.02 TARC will have and continuously maintain in the State of Texas a registered office with a registered agent at the same address as required by the Texas Non-profit Corporation Act. The registered office may be, but need not be, identical with the principal office of TARC, and the address of the registered office may be changed from time to time by the Board of Directors.

Article II — Membership and Dues

2.01 All persons interested in Amateur Radio shall be eligible for membership.

2.02 The Club shall offer four (4) basic Plans of membership: A. Full Membership Available to any person holding a valid Amateur Radio license. This membership enjoys all privileges of the Club. Student Membership Available to any full-time student at a rate one-half (½) that of Full Member. Senior Member Available to any person age 65 and older at a rate of three-fourths (¾) that of Full Member. B. Family Membership All members of a full member’s immediate family who also hold a valid amateur radio license, living in the same household that share the same station are considered as one family membership under one payment, half that of a full membership, as long as one member is already a full member having paid either the Senior or Full membership fee. Each member of the family membership will have their call sign listed as a family member of the club. . This membership enjoys all privileges of the Club. Dues will be one-half (½) those of Full Member. C. Associate Membership Available to any person who does not hold an Amateur Radio license, but exhibits an interest in Amateur Radio. This membership enjoys all the privileges of the Club except the rights to vote and to hold office. Dues will be one-half (½) those of Full Member. D. Life Membership

Honorary—Presented to persons so designated by the Board of Directors or by a two-thirds (2/3) vote of the membership present at a Regular meeting. This membership enjoys all the privileges of the Club except the right to vote and to hold office.
Paid-Up Life—Available to any person who makes advance payment of ten (10) years dues at the current rate then in effect. This membership enjoys all the privileges of the Club according to the club’s membership categories, provided that the applicable dues for Paid-up Life Membership for the sponsoring Full Member and the Family member(s) must be paid at the same time.
Meritorious—Awarded to any person in recognition of outstanding service to the Club or to Amateur Radio in general. This membership may be awarded by the Board of Directors or by a two-thirds (2/3) vote of the membership present at a Regular meeting. This membership enjoys all the privileges of Full membership in TARC as described in Article 2.02(A). These Meritorious Life members pay no dues; however, they are subject to any special assessments, as are all members.

Conditions of Membership

2.03 A prospective member shall complete an application for membership and shall present same, with current dues, to the Membership Chairman or the Treasurer for acceptance.

Loss of Membership

2.04 A member shall lose his membership upon failure to renew said membership within sixty (60) days following January 1.

2.05 A member may lose his membership for any of the following reasons:

If, while acting as an official representative of TARC, he performs in such a manner as to bring discredit to the Club.
If he converts TARC property or facilities to personal use or otherwise demonstrates disloyalty to the Club.
If he loses his Amateur Radio license as an action of the courts or the Federal Communications Commission.

Upon written motion of five (5) members, the Membership Chairman will investigate any charges made against a member, as specified in A, B, or C above, which could cause him to lose his membership. The findings and recommendations of the Chairman will be made known to the Board of Directors. If the findings warrant, the Board of Directors will cause them to be presented to the membership at the next Regular meeting and a vote will be taken at that time. A two-thirds (2/3) majority of the voting members present will be required to eject a member.

Dues

2.06 TARC dues will be determined from time to time as deemed necessary by the Board of Directors. These dues set by the Board may be repealed by a majority decision by voting members at the next regular club meeting, provided a quorum is present.

2.07 Dues shall be payable on the first day of January each year.

2.08 Individual paid-up lifetime membership dues shall be determined to be a multiple of the annual dues as approved by the Board of Directors and by the membership. The value of the multiplier shall be ten (10), unless otherwise set by the Board of Directors; however, the multiplier shall not be set at a value less than ten (10).

2.09 New Member’s dues shall be prorated as follows: From January 1 to July 1, the annual dues shall be paid in full. After July 1, annual dues for the remainder of the year will be fifty percent (50%) of the dues for a full year. Dues payable by a renewing member shall not be prorated.

Delinquent Members

2.10 Non-payment of annual dues by the renewal date shall result in termination of membership. Members who are delinquent in dues may not vote or hold office. Those who are delinquent more than 30 days will have their membership revoked. Membership will be reinstated upon payment of the current full-year dues.

2.11 There shall be no membership dues credit for any donation to the Club of materials, equipment, or services.

2.12 A member may withdraw from membership at any time, but if he does so, any dues or assessments paid in advance will be forfeited.

2.13 Special assessments must be voted by the Board of Directors and ratified by a two-thirds (2/3) majority of the voting membership present at any Regular meeting.

Fiscal Year

2.14 The fiscal year is one calendar year and begins on January 1. The new officers shall assume full duties at this time.

Article III — Meetings of Members

Annual Meeting

3.01 An annual meeting will be held at the regular meeting in November of each year to elect Officers and Directors. If the election is not held on the day designated for the annual meeting, the Board of Directors shall cause the election to be held at the next regular meeting of the members or in a specially called meeting.

Regular Meetings

3.02 Regular meetings shall be held at least once a month at a predetermined time and place. Verbal notification of changes in either location or time of meetings will suffice if announced at a previous regular meeting, announced on scheduled Club nets on the air, or printed in the club newsletter.

Special Meetings

3.03 Special meetings of the membership may be called by the President, the Board of Directors, or a minimum of ten (10) voting members. Such meetings will be held in the local area for the convenience of the membership. Notice shall be given to each voting member not less that 48 hours before the meeting, stating the place, day, time, and purpose of any special meeting. If this notice is mailed, it shall be deemed to have been

delivered if deposited in the United States mail four days before the meeting, and addressed to the member’s current address of record with the Club.

Quorum

3.04 A quorum shall consist of a minimum of fifteen percent (15%) of the voting members.

General Powers

4.01 The affairs of TARC are managed by the Board of Directors. Directors must be Full voting members.

4.02 It shall be the responsibility of the President with the concurrence of the Board of Directors to appoint, oversee, or remove non-elected positions.

Nature and Tenure of Board Members

4.03 There will be eight directors, unless the positions of Secretary and Treasurer are combined, then seven. The Board will consist of the immediate Past President, the President, the Vice-President, the Secretary, the Treasurer, and three Directors-at-Large elected to serve staggered three year terms.

4.04 If a vacancy should occur prior to June 30, a special election will be called by the Board of Directors to fill the remaining term. If the vacancy occurs after June 30, the Board of Directors shall fill the vacancy with a member of the Board’s choice.

Annual Meetings of the Board

4.05 A regular annual meeting of the Board of Directors shall be held in conjunction with the annual meeting of the members, or at another time within thirty (30) days of the annual meeting of the membership. The Board of Directors may set the time and place for additional regular meetings of the Board without other notice than specified by these bylaws.

Special Meetings of the Board

4.06 Special meetings of the Board of Directors may be called by the President or any three Directors.

Emergency Action by the Board

4.07 Emergency action may be taken by the Board of Directors without a meeting if verbal or written consent is obtained from a quorum of Directors, after a reasonable attempt has been made to contact all board members. If the consent is verbal, subsequent written consent will be provided upon challenge by any member.

Board Minutes

4.08 Minutes of all deliberations of the Board of Directors will be kept and made available for examination by members within a reasonable time upon request.

Board Quorum

4.09 A majority constitutes a quorum for the transaction of business by the Board at any regular or special called meeting of the Board of Directors.

Validity of Action

4.10 The act of a majority of the Directors present at any meeting with a quorum shall be the act of the Board of Directors, unless otherwise stated by these bylaws.

Limitations of Power of the Board of Directors

4.11 A majority vote at any regular meeting can nullify or overturn actions of the Board of Directors provided that a quorum is present. The Directors are always responsible to the general membership.

Article V — Qualification, Nomination, Election, Vacancy and Removal of Officials

5.01 Qualification for Office

The President and Vice-President shall have been the holder of a valid Amateur Radio License for at least two (2) years, and a Full Member of the Club for at least one (1) year immediately preceding nomination for office.
A member of the Board of Directors shall have been the holder of a valid Amateur Radio License for at least two (2) years, and a Full Member of the Club for at least one (1) year immediately preceding nomination for office.
All elected officers and directors shall be licensed Amateur Radio Operators and shall be Full or Family members of TARC.

Nominations

5.02 Nominations Committee

The President shall appoint three members to the Committee, only one of which is a member of the board, for the purpose of investigating, and determining qualifications, and, thereby selecting a nominee for each elective office who, in their opinion, will best serve as officials of TARC during the coming year. The committee will select at least one nominee for each elective office.

The Committee will be appointed not later than the August TARC meeting each year, and will place their nominees on the ballot when nominations are made. The committee’s list of nominees will be published in the club’s October newsletter in the form of a ballot.

Floor Nominations

5.03 The President will accept nominations from the floor for each elective office.

5.04 Upon nomination from the floor or upon presentation of the nomination by the Nominating Committee, all nominees for the offices of President and member of the Board of Directors, shall, during the Regular meeting at which nominations take place, publicly accept or decline the nomination, if present. Motions to close nominations shall not be accepted until all parties wishing to make nominations have been heard.

Balloting Procedure

5.05 Upon completion of the nominations by the Nominations Committee, ballots will be prepared, listing the nominees for each office and with a blank space for write-in candidates. The ballots will be mailed to all members eligible to vote as part of the October newsletter.

5.06 A member eligible to cast a vote in the Election of Officers is one who has been a member of the club for at least 90-days prior to the election, and is in good standing with the club. Each voting member may vote for a maximum of one individual for each office.

5.07 Election of TARC Officials will be held at the regular November club meeting. The Secretary and/or the Membership Chairman shall determine voting eligibility. Voting will be by written ballot, which may be submitted by mail, or the member may bring his ballot to the November meeting. Extra ballots shall be available at the November TARC meeting for voting members needing them. Unless signed by a member’s name and/or callsign, a mailed in ballot will be discarded since voting eligibility cannot be established.

5.08 During the regular November meeting, the Nominations Committee will count the ballots received by mail and from the voting members at the meeting, except for the ballot of the outgoing President. The Nominations Committee shall advise the President of the results of the vote count. The ballot of the outgoing President will be retained unopened except in the case of a tie, in which case his ballot will be opened and counted.

5.09 The nominee receiving a majority of votes for each office shall be declared elected. A runoff vote will be taken if needed. Elected officials will be installed at the beginning of the regular January club meeting.

Vacancies

5.10 Vacancies in an elective office will be filled at the first regular meeting after the vacancy occurs. When filling vacancies on the Board of Directors or for club officers, nominations shall be accepted from the floor for the vacated office. Motions to close nominations shall not be accepted until all parties wishing to make nominations have been heard.

5.11 The nominee receiving a majority of votes by secret ballot shall be declared elected to fill the remaining term of the vacated office. A runoff vote will be taken if needed. The elected person shall assume the duties of the vacated office immediately.

Removal from Office

5.12 Any Officer may be removed from office when five (5) members make a motion to the Board of Directors. If the findings warrant, the Board of Directors will cause said findings to be presented to the membership at the next Regular meeting. A vote will be taken at that time by secret ballot. A three-fourths (3/4) majority of the voting members present will be required to remove an Officer from office provided that a quorum is established and due process is followed.

5.13 If any member of the Board of Directors shall miss four (4) regular board meetings in a calendar year or three (3) regular board meetings in succession, such position shall automatically be declared vacant and shall be filled at the next regular Club meeting as set forth in paragraph 5.10 above.

Officers

5.14 Officers of TARC must be fully qualified voting members and shall be the President, Vice President,

Secretary, and Treasurer. Officers may hold only one office at a time except that the offices of Treasurer and Secretary may be combined.

Term of Office

5.15 The officers of TARC shall be elected for a one year term by written ballot at the annual meeting. The new officers will assume office on January 1.

Election of Officers

5.16 The Officers and Directors will be elected by the members at the annual meeting of the membership in accordance with the provisions of these bylaws, Articles 5.01 through 5.09. Each officer and director will hold office until their successor has been elected and has assumed office.

Vacancies

5.17 Vacancy in any club elective office shall be filled as prescribed in Article 5.10 of these bylaws. A vacancy in the office of President will be filled by the Vice President as prescribed in Article 5.20.

President

5.18 The President serves as the chief executive officer and presides at all meetings of the members and of the Board of Directors. In the absence of the President, proceedings of these TARC meetings shall be directed by the senior elected member present. Any decision of the presiding officer may be overruled by a majority

of the voting members present. The President may sign, with the Secretary, Treasurer or other designated officers, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in a case where the Board of Directors has delegated such responsibility to some other agent of TARC. The President appoints members to committees and recurring positions. These appointments should be in place by the January meeting.

Vice President

5.19 If the President is absent or unable to act, the Vice-President will perform the duties of President, and when so acting, will have the powers of and be subject to the restrictions of President. The Vice-president will perform other duties as assigned by the President or the Board of Directors. If the office of President becomes vacant, the Vice-President will assume that office and its duties.

Secretary

5.20 The Secretary will keep the minutes of the meeting of the members and Board of Directors in one or more books provided for that purpose, give all notices according to the provisions of these bylaws or as required by law, be custodian of the corporate records, see that a register is kept of the addresses of each member, and maintain a current inventory of club possessions. The Secretary will prepare a summary of the highlights of

the previous regular meeting and Board of Directors meeting(s) for distribution at the next regular meeting.

Treasurer

5.21 The Treasurer will be responsible for all funds and securities of the club; receive and give receipts for money due and payable to the club from any source, and deposit all such money in TARC accounts. The Treasurer will prepare a summary of the fiscal highlights of the previous regular meeting and Board of Directors meeting(s) for distribution at the next regular meeting. The treasurer’s report shall not be given to

non-members or made available through electronic distribution unless specifically directed to do so by the Board of Directors.

Article VI — Recurring Positions

Program Chairman

6.01 The Program Chairman will be in charge of all programs presented at regular club meetings. Primary emphasis should be given to programs that advance the understanding of Amateur Radio.

Repeater Trustee

6.02 The Repeater Trustee will maintain the W5LM club license, and serve as control operator for the TARC repeaters and special event stations operating under this license. For this purpose the Trustee should hold an Amateur Extra Class license.

Bulletin Editor

6.03 The Bulletin Editor will gather relevant information and publish the TARC newsletter at an ongoing interval set by the Board of Directors.

Technical Director

6.04 The Technical Director is responsible for the ongoing maintenance and operation of the TARC repeaters.

Public Information Officer

6.05 The Public Information Officer will provide meeting and special event announcements, and seek suitable media coverage of TARC events through the local press, radio, and television. Also, the PIO will provide reports of newsworthy local Amateur Radio activities to national Ham magazines.

Emergency Coordinator

6.06 The Emergency Coordinator will develop and train TARC volunteers to serve in times of emergency, and will serve as the official liaison between TARC and other organizations which provide emergency services.

ARRL Liaison

6.07 The ARRL Liaison will facilitate communications between TARC and the ARRL. Also, will recruit ARRL members and give regular reports on important ARRL news events through the TARC newsletter or regular club meetings.

Membership Chairman

6.08 The Membership Chairman will conduct TARC’s membership recruitment and retention efforts. He will maintain an up-to-date roster and mailing list of club members. He may form a committee as needed to assist him and would be chairman of any such committee.

Education Chairman

6.10 The Education Chairman will develop and present materials, seminars, newsletter articles, meeting programs, or other presentations he deems appropriate for enhancing the technical and operating skills of the membership. He may form a committee as needed to assist him and would be chairman of any such committee.

Article VII — Committees

7.01 The President, Board of Directors or members may authorize the appointment of a committee for a designated purpose. When the purpose is satisfied the committee will be discharged by the body that constituted it.

Term of Appointment

7.02 Each member of a committee shall continue in service until the end of the fiscal year unless discharged earlier.

Quorum of a Committee

7.03 Unless otherwise provided in the resolution designating the committee, a majority of the whole committee shall constitute a quorum.

Article VIII — Contracts, Checks, Deposits and Funds

Contracts

8.01 The Board of Directors may authorize any person to enter into any contract or to execute other instruments on behalf of TARC. Such authority may be specific or general. TARC will not assume responsibility for non-approved indebtedness incurred by any member.

Checks and Drafts

8.02 The President has singular authority to authorize expenditures and make payments of $250 or less on his own authority. Amounts beyond this level must be approved by the Board of Directors.

8.03 All checks, drafts, or orders for the payment of money, notes, or other forms of indebtedness issued in the name of the club may be signed by any officer or agent of TARC if designated by the Board of Directors. Otherwise, these instruments will be signed by the Treasurer and individually reported to the Board of Directors at its next meeting.

Deposits

8.04 All funds of TARC shall be deposited in the name of the club in banks, trust companies, or other depositories as the Board of Directors may select.

Books and Records

8.05 TARC shall keep complete and accurate books and records of accounts and minutes of its proceedings. Also, TARC shall keep at the registered or principal office a record giving the names and addresses of its members. All books and records of TARC will be made available for inspection by any member upon reasonable request.

Annual Audit

8.06 The records of the Treasurer shall be audited at the end of the fiscal year by two persons appointed by the Board of Directors. The auditors may be non-members, but shall not be Directors. The auditors will report by the March meeting.

Article IX — Provision of Notice

Access to Bylaws

9.01 The Secretary shall provide a copy of these bylaws to members within a reasonable time upon request.

Amendments to Bylaws

9.02 These bylaws may be amended at any regular meeting, provided that the intent to amend and the proposed amendments were stated to the membership in written form at least one month prior.

Rules and Regulations

9.03 In all matters regarding rules, regulations, and Amateur Radio operating practices, the latest governing version of Part 97 of the Rules and Regulations of the Federal Communications Commission shall be considered the final authority when applied to the conduct of TARC members or to these bylaws.