BY-LAWS OF THE
ATHENS AMATEUR RADIO CLUB, INC.
ARTICLE I NAME AND OFFICES
1.1 Name. The name of the corporation is the Athens Amateur Radio Club,
Inc., and may be referred to hereafter as the “Corporation” or the “Club.”
1.2 Principal Office. The principal office of the Corporation in the State of
Texas shall be located in or near the City of Athens, County of Henderson.
The Corporation may have such other offices, either within or without the
State of Texas, as the board of directors may determine or as the
Corporation may require from time to time.
1.3 Registered Office and Agent. The Corporation shall have and continuously
maintain in the State of Texas a registered office, and a registered agent
whose office is identical with such registered office, as required by the
Texas Non-Profit Corporation Act. The registered office may be, but need
not be, identical with the principal office of the Corporation in the State of
Texas, and the address of the registered office may be changed from time
to time by the board of directors.
ARTICLE II GENERAL PROVISIONS
2.1 Roberts Rules of Order. Roberts Rules of Order shall serve as the
parliamentary authority of the Club for all rules of procedure not specified
in the Articles of Incorporation or in these By-Laws.
2.2 Fiscal Year. The fiscal year of the Corporation shall begin on the first (1)
day of May of each year and end on the thirtieth (30) day of April of the
2.3 Waiver of Notice. Whenever any notice is required to be given to any
member or director of the Corporation under provisions of the Texas Non-Profit
Corporation Act or under the provisions of these By-Laws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice.
ARTICLE III MEMBERSHIP
3.1 Classes of Members. The Corporation shall have four (4) classes of
membership as follows:
(1) Full Member. Full membership shall be granted to a person who holds
an amateur radio license recognized by the Federal Communications
(2) Family Member. Any member of the immediate family of a full
member may be a family member.
(3) Associate Member. Any person, or group of persons, interested in
amateur radio may be an associate member.
(4) Honorary Member. A person, or group of persons, who has performed
exemplary service to the Corporation or to amateur radio may be an
3.2 Membership Privileges. The rights and privileges of the various classes of
membership shall be as follows:
(1) Full Member. A full member shall be entitled to all privileges available
to any member of the Corporation including use of all equipment and
services consistent with the class of amateur license held by the full
member. Only full members shall have voting rights or hold elective
(2) Family Member. A family member shall have the privileges of a full
member except that (a) a family member shall not have any right to vote,
and (b) no elective office may be held by a family member.
(3) Associate Member. A associate member shall have the privileges of a
full member except that (a) an associate member shall not have any right to
vote, and (b) no elective office may be held by an associate member.
(4) Honorary Member. An honorary member shall have the privileges of a
full member except that (a) an honorary member shall not have any right to
vote, and (b) no elective office may be held by an honorary member.
3.3 Election of Members. Any person or group of persons may apply for
membership in the Corporation by submitting to the board of directors a
completed application form. Applications shall be voted on at the next
regular meeting of the Board and an applicant shall become a member upon
a simple majority affinnative vote of the directors present and voting.
3.4 Expulsion of Members. The board of directors, by the affirmative vote of
the majority present and voting, may:
(1) Suspend or expel a member for cause after an appropriate hearing, and
(2) Terminate the membership of any member who (a) shall become
ineligible for membership, or (b) shall be in default in the payment of dues
for the period fixed in Section 4.4 of these By-Laws.
3.5 Withdrawal of Membership. Any member may withdraw his membership in
the Corporation by filing written resignation with the secretary, but such
resignation shall not relieve the member so withdrawing of the obligation to
pay any dues, assessments, or other charges therefore accrued and unpaid.
3.6 Reinstatement of Membership. Upon written request signed by a former
member and filed with the secretary, the board of directors may, by the
affirmative vote of not less than three·fifths (3/5) of the members thereof,
reinstate such former member to membership on such terms as the board of
3.7 Transfer of Membership. Membership in this Corporation shall not be
transferable or assignable.
3.8 Removal of Directors and Officers. Any member may bring charges against
an officer or director by filing them in writing with the secretary, together
with a petition signed by fifty per centum (50%) of the full members,
requesting the removal of the officer or director in question. The removal
shall be voted upon at the next regular meeting or special meeting of the
members, and any vacancy created by such removal may be filled by the
members at such meeting. The director or officer against whom such
charges have been brought shall be informed in writing of the charges not
less than (10) days previous to such meeting and shall have an opportunity
at the meeting to be heard in person or by counsel and to present evidence;
and the person or persons bringing the charges against him shall have the
ARTICLE IV DUES
4.1 Amount of Initiation Fee and Dues. The initiation fee and dues for the
various classes of membership shall be set by the board.
4.2 Payment of Dues. Dues shall be payable on the first (1) day of May for the
fiscal year beginning thereon.
4.3 Special Assessments. Special assessments for expenditures not foreseen at
the beginning of a fiscal year may be required. Such special assessments
shall be approved by an affirmative vote of not less than three-fifths (3/5)
of the board of directors.
4.4 Default and Termination of Membership. Membership may be terminated
by the board of directors when any member of any class shall be in default
in the payment of dues for a period of three (3) months from the beginning
of the fiscal year or period of time for which such dues become payable.
ARTICLE V MEETINGS OF MEMBERS
5.1 Annual Meeting. An annual meeting of the membership for the purpose of
electing members of the board of directors, and such other business as may
come before the meeting shall be held in April. Notice of the time and
place shall be given by mail to each member entitled to vote no more than
sixty (60) days and no less than thirty (30) days before the date of the
5.2 Special Meetings. Special meetings of the members may be called by the
president, board of directors, or by members having not less than one-fifth
(1/5) of the votes entitled to be cast at such special meeting. Notice of the
time, place, and purpose of such special meeting shall be given by mail to
each member entitled to vote.
5.3 Quorum. One-fifth (1/5) of the membership entitled to vote at any
meeting of the members shall constitute a quorum. Proxies may be counted
in determining a quorum.
5.4 Voting. All decisions at any meeting of the membership shall be by
majority of those voting, a quorum being present. Each member shall have
one and only one vote. Voting for directors shall be by secret ballot.
5.5 Proxies. Voting by proxy will not be permitted unless the proxy is in writing
and filed with the secretary before the meeting is called to order. A proxy
may be revoked by the maker at any time, shall not be effective if the
maker is present at the meeting, and shall expire at the end of eleven (11)
months from its date unless renewed in writing by the maker.
ARTICLE VI BOARD OF DIRECTORS
6.1 Number and General Powers. The business and affairs of the Corporation
shall be managed by a board of five (5) directors which shall exercise all of
the powers of the Corporation, except such as are by law or of these By-Laws
conferred upon or reserved to the members.
6.2 Eligibility. Only full members in good standing shall be eligible for
membership on the board of directors.
6.3 Interim Board. The current officers and directors of the Corporation shall
serve until their successors are elected and qualified under Section 6.4 and
Section 6.5 hereof.
6.4 Nomination. Beginning with the election in April 1996, directors will be
elected at the annual meeting in April. Candidates will be selected from
the eligible members by a nominating committee consisting of not less than
three (3) members appointed in February by the president, or in his absence
or failure to act, by the vice-president. The nominating committee shall
report its nominations to the board in March preceding the election.
Additional candidates may be nominated from the floor by any member
present at the annual meeting.
6.5 Secret Ballot. The president shall cause the official ballot to be prepared
for use at the annual meeting of members, where the election shall be held
by secret ballot. The ballot shall have printed thereon the names of
candidates as determined under the provisions of these By-Laws, with space
for additional candidates that have been nominated from the floor.
6.6 Count of Ballots. The president shall appoint two (2) or more voting
members to tally the votes of all ballots cast in the election and to report
the result of such tally to him.
6.7 Terms of Office. The terms of office of the directors constituting the board
of directors shall be for three (3) years and any director may serve two (2)
consecutive terms. After one year, a person would be eligible to be elected
as a director again. Elections will be held for two (2) directors one year,
two (2) directors in the second year, and one (1) director in the third year.
Sewing an unexpired term of another director would not count against a
person’s eligibility to serve as a director. A director would take office
immediately following his election to the board and not later than May 1st.
6.8 Vacancies. Vacancies on the board of directors shall be filled by the board
of directors, and shall serve until the end of that fiscal year. lf the term
has more than one (1) year to run, the voting membership at the next
annual meeting in April may elect a director to fill the vacancy for the last
full year of the term.
6.9 Quorum. Three (3) directors shall constitute a quorum for the transaction
of business, provided however, if the number of directors should be reduced
to less than three (3) by reasons of vacancies, the remaining directors shall
constitute a quorum for the purposes of filling vacancies.
6.10 Regular Meetings. Regular meetings of the board of directors shall be held
quarterly. Each director shall be notified of the time and place of such
meeting either in writing, or verbally in person, by telephone or by radio.
6.11 Special Meetings. Special meetings of the board of directors may be called
by the president or any two members of the board. Notice of the time,
place, and subject matter of such meeting shall be given to each director
either in writing, or verbally in person, by telephone, or by radio. The
board of directors may, with the unanimous written consent of all members
of the board, take action without meeting in person.
6.12 Proxies. Voting by proxy will not be permitted unless the proxy is in writing
and filed with the secretary before the meeting is called to order. Proxies
may not be counted in determining a quorum. A proxy may be revoked by
the maker at any time, shall not be effective if the maker is present at the
meeting, and shall expire at the end of six (6) months from its date unless
renewed in writing by the maker.
6.13 Restrictions. The board of directors shall not:
(1) Dispose of any Club assets without the prior approval of the
(2) Expend more than $500.00 for any item without prior approval of the
(3) Borrow money or otherwise pledge the credit of the Corporation
without prior approval of the membership;
(4) Expend money of the Club except to carry out the purposes of the Club.
6.14 Compensation. Directors as such shall not receive any stated compensation
for their services, but by a resolution of the board of directors,
reimbursement may be made to a director or to any other member of the
Corporation for expenses incurred by that person in rendering some special
service for the benefit of the Corporation.
ARTICLE VII OFFICERS
7.1 Principal Officers. The principal officers of the Corporation shall be
members of the board of directors and be elected by the board of directors
from their number. They are President, Vice-President, Secretary, and
Treasurer. These officers shall be elected by the directors annually, either
at the first meeting of the board immediately after May 1, or the
directors-elect may meet after the annual meeting of the membership in
April for the purpose of organizing and electing officers for the ensuing
year. The term of office for each officer shall be for one (1) year ending
April 30. Vacancies in office will be filled by the board of directors for the
7.2 President. The president shall be the principal executive officer of the
Corporation and, subject to the control of the board of directors, shall in
general supervise and control all of the business and affairs of the
Corporation. He shall preside at all meetings of the Club membership and
all meetings of the board of directors. He may sign all authorized contracts
and other obligations and undertakings in the name of and in behalf of the
Corporation and shall perform such other duties as may from time to time
be assigned to him by the board of directors.
7.3 Vice-President. At the request of the president, or in his absence or
disability, the vice-president shall perform any and all duties of the
president. The vice-president shall have and perform such other powers
and duties as may be assigned to him from time to time by the board of
7.4 Secretary. The secretary shall:
(1) Keep custody of the Articles of Incorporation, By-Laws, and all
amendments and changes thereto and have them available at all meetings;
(2) Keep the minutes and records of all meetings of the members and of
the board of directors;
(3) Give, or see that all notices are duly given in accordance with these
By-Laws or as required by law;
(4) Keep a current list of Club members;
(5) Perform such other duties as may be assigned to him by the board of
7.5 Treasurer. The treasurer shall:
(1) Have control of the funds of the Corporation, subject to such
regulations as may be prescribed by the Club membership or the board of
(2) Endorse on behalf of the Club for collection, checks, notes, or other
obligations and shall promptly deposit the same and any other receipts
received in cash in such banks and other depositories as shall be designated
by the board of directors;
(3) Draw checks on the Corporate bank account with the countersignature
of any other member of the board of directors only for the payment of
obligations of the Corporation;
(4) Enter regularly on the books of the Corporation, to be kept for that
purpose, full and accurate account of all monies and property received and
all monies and obligations paid or incurred for the account of the Club and
shall exhibit such books for inspection to the board of directors at all
(5) Provide a report of the current financial condition of the Club at each
meeting of the board of directors;
(6) At the end of his term of office, relinquish to his successor everything in
his control or possession belonging to the Club;
(7) Perform such other duties as may be assigned him by the board of
ARTICLE VIII COMMITTEES AND TRUSTEES
8.1 Committees. The president, with the concurrence of the board of
directors, may appoint such standing or special committees as may be
needed from time to time. Actions by any committee shall be subject to
review by the board of directors.
8.2 Trustees. The president, with concurrence of the board of directors, shall
designate a trustee for each Club radio repeater, who shall make all
necessary filings with the Federal Communications Commission (FCC) and be
responsible for compliance with the Commission’s rules and regulations in
the operation of the repeater of which he is trustee.
ARTICLE IX CONTRACTS, LOANS, CHECKS, DEPOSITS, AND GIFTS
9.1 Contracts. The board of directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation. Such authority
may be general or confined to specific instances.
9.2 Loans. No loan shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the board of directors. Such authority may be general or
confined to specific instances.
9.3 Checks and Drafts. All checks, drafts, or other orders for the payment of
money, notes, or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
9.4 Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositories as the board of directors may select.
9.5 Gifts Received. The board of directors may accept on behalf of the
Corporation any contribution, gift, bequest, or device for the general
purposes or for any special purpose of the Corporation.
9.6 Gifts Presented. No gift or donation of corporate funds shall be made
without majority vote of the entire voting membership. No proxies shall be
considered for this purpose.
ARTICLE X BOOKS AND RECORDS
10.1 Requirements. The Corporation shall keep correct and complete books and
records of account and shall keep minutes of the proceedings of its
members, board of directors, and committees having any authority of the
board of directors and shall keep at its registered office or principal office a
record of the names and addresses of its members entitled to vote.
10.2 Inspection and Audit. All books and records of the Corporation may be
inspected by any member, or his agent or attorney, for any purpose at any
reasonable time. The board of directors shall annually appoint two (2)
persons whose duty it shall be to audit the books maintained by the
secretary and the financial records maintained by the treasurer, and to
report the results of such audit at the annual meeting of the members.
ARTICLE XI CERTIFICATE OF MEMBERSHIP
11.1 Provision for Certificate. Membership in the Corporation shall be
evidenced by a certificate of membership which shall be in such form as
shall be determined by the board of directors. Such certificate shall be
signed by the president and secretary of the Corporation and the corporate
seal shall be affixed thereto. All certificates evidencing membership of any
class shall be consecutively numbered and a record of the issuance thereof,
setting forth the member’s name and address, class of membership, and the
date of issuance, shall be maintained in the books of the Corporation.
11.2 Issue of Certificate. A membership certificate shall be issued only after
any required initiation fee and dues have been paid for in cash and such
payment has been deposited with the treasurer.
11.3 Lost Certificate. If any certificate shall become lost, mutilated, or
destroyed, a new certificate may be issued therefore upon such terms and
indemnity to the Corporation as the board of directors may prescribe.
ARTICLE XII CORPORATE SEAL
The board of directors shall provide a corporate seal which shall be circular
in form and shall have inscribed thereon the name of the Corporation and
the state of incorporation and the words ‘CORPORATE SEAL.’
ARTICLE XIII AMENDMENTS
These By-Laws may be altered, amended, or repealed and new By-Laws may
be adopted, by the affirmative vote of not less than two·thirds (2/3) of the
qualified voting members voting at a regular or special meeting of
members, a quorum being present. Any such proposal must be filed in
writing with the secretary, and notice of the nature and substance of such
proposal shall be given at the regular meeting next preceding the regular
meeting at which such proposal will be presented for vote of the members.
April 29, 2006