Bylaws

BYLAWS OF THE AMATEUR RADIO ASSOCIATION

OF SOUTHWEST FLORIDA, INC.

  

Adopted 28 February 2006

Revised 23 January 2007

Revised 25 August 2009

Revised 26 March 2013

 

PREAMBLE

 

The AMATEUR RADIO ASSOCIATION OF SOUTHWEST FLORIDA, INC. (HEREINAFTER CALLED THE ARASWF) is a not-for-profit corporation organized under the laws of the State of Florida (Chapter 617), to further Amateur Radio in the public interest through cooperation, operating efficiency, information exchange, programs, and activities including, but not limited to, the following objectives:

 

  • To promote cooperation with other organizations and agencies, and to promote the advancement of public service and safety through amateur radio communications;

 

  • To promote participation of its members in emergency communications so that the safety of the public may better be served;

 

  • To assist its members and all other radio amateurs with an ongoing education program to improve their technical proficiency as amateur radio operators;

 

  • To operate a public service net and to promote participation in the net by radio amateurs thus training them in communications techniques;

 

  • To own, operate and maintain communication repeaters to extend the range of mobile and/or other types of communications by club members;

 

  • To promote, from time to time, contests in which operating skills may be improved, issue certificates of merit, promote social programs, and sponsor activities for and on behalf of its membership;

 

  • To publish monthly a publication to be known as the “ARASWF Newsletter”, which shall be made available to its members and others qualified to receive it.  This newsletter shall be considered the official publication of the ARASWF, and members may elect to receive it by electronic mail, pursuant to such rules as may be adopted by the Executive Board.

  

ARTICLE 1 – MEMBERSHIP

 

Section 1:  There shall be four classes of membership, namely active, family, honorary and life.

 

Section 2:  Active membership is open to anyone holding a valid amateur radio license and who has made application and paid any and all fees and dues in accordance with these bylaws.  Active members in good standing shall be granted all the rights, privileges and obligations of membership, including the right to vote and hold office.

 

Section 3:  Family membership shall be open to anyone holding a valid amateur radio license, which by reason of being related to an active member in good standing and who is an immediate member of the active member’s household residing at the same address, has made application according to the bylaws.  A family member shall be granted all the rights, privileges and obligations of membership, including the right to vote and hold office, but shall not be required to pay dues.

 

Section 4:  Honorary membership may be granted on an individual basis to persons in the community who have a bona fide interest in ARASWF activities.  Such membership shall be proposed by the Executive Board and confirmed by a majority vote of the members present and eligible to vote at a duly held membership business meeting.  Persons proposed for honorary membership need not be licensed radio amateurs, need not be members, nor shall they be required to pay dues or fees as may be prescribed in these bylaws.  Honorary members shall be extended the rights and privileges of active membership, but shall not be eligible to vote or hold office.

 

Section 5:  Life membership may be granted to an individual active member who has provided outstanding service and dedication to the ARASWF.  An individual may be proposed for life membership by any active or family member of the ARASWF who is eligible to vote, who presents the proposal to the Executive Board for consideration.  The award of life membership must be approved by a majority vote of the directors present at a duly held Executive Board meeting, and a subsequent majority vote of the members present and eligible to vote at a duly held membership business meeting.  A life member shall be granted all the rights, privileges and obligations of membership, including the right to vote and hold office, but shall be shall not be required to pay dues.

 

Section 6:  ARASWF membership is a privilege and is subject to continuing compliance with FCC rules [47 C.F.R. §97] and IARU Ethical and Operating Guidelines. Members must comply with these conditions to remain in good standing with ARASWF.  Expulsion from membership may be affected in cases of qualification falsification, repeated violations of ARASWF repeater or access code privileges, intentional use of illegal amateur radio procedures, or repeated violations of amateur radio rules of operation. A member may also be expelled in cases of a member’s misconduct that without reasonable justification reflects negatively upon the ARASWF or any other member(s), and/or the member has been unreasonably disruptive, unreasonably argumentative, rude and/or insulting at more than one ARASWF meeting and/or more than one other ARASWF activity. The expulsion process is specified in Article 10, Section 3.

 

ARTICLE 2 – DUES

 

Section 1:  Annual membership dues are $25.00 US (twenty-five dollars) per year for ARASWF active members, payable on or before the regular membership business meeting in January of each year.

 

Section 2:  If any dues are not received by April 1 in any year, the member shall be removed from the membership rolls, and ARASWF membership shall cease immediately.  The Secretary shall, provide a dues notice to each member, and provide an opportunity to remediate any delinquency before April 1st.  The office of any Executive Board member whose membership dues have lapsed beyond April 1st shall be considered vacated.

 

Section 3:  The annual membership dues of any member in financial hardship or extenuating circumstances may be waived in whole or in part by the Executive Board.  This waiver shall expire at the end of the membership year, and may be granted in the same fashion for additional years on a year by year basis.

 

Section 4:  The fiscal year for the ARASWF is the calendar year.  Any new member who joins the ARASWF after July 1st of each year will be required to pay only one-half the annual dues in effect for the respective fiscal year.  “New member” is defined as someone who was not previously a member of the ARASWF.

 

Section 5:  Past, non-current members may be reinstated to active membership by paying the current full year’s dues.  No member who has been expelled shall be entitled to reinstatement in this manner.

 

Section 6:  Any change in annual membership dues must be approved by a majority vote of officers and directors present at a duly held Executive Board meeting and a subsequent majority vote of the members present and eligible to vote at a duly held membership business meeting.

 

ARTICLE 3 – EXECUTIVE BOARD

 

Section 1:  The affairs of the ARASWF shall be administered by a Executive Board.  The Executive Board shall consist of:

 

  • President
  • Vice President
  • Secretary
  • Treasurer
  • Immediate Past President
  • Up to four Directors

 

The positions of Secretary and Treasurer may be combined into a single office.

 

Section 2:  All members of the Executive Board must be natural persons who are 18 years of age or older, and who are active or family members in good standing, and who shall have been members of the ARASWF for at least one year preceding election or appointment to the Executive Board.  Members of the Executive Board need not be residents of the State of Florida.  There shall be no minimum age limit established.

 

Section 3:  The number of members of the Executive Board may be increased or decreased by a majority vote of members present and eligible to vote at a duly held ARASWF membership business meeting.

 

Section 4:  Members of the Executive Board shall have a term of office from January 1 to December 31 of the respective calendar year.

 

Section 5:  If the complement of four officers and four directors is not voted into office at the November meeting, and there exists a vacancy or vacancies on the Executive Board during the normal term of office, the Executive Board may fill the vacancy or vacancies by a majority vote of the members of the Executive Board present at a regular or special Executive Board meeting.

 

Section 6:  An officer or director may resign at any time by delivering written notice to the Executive Board or to the President.  A resignation is effective when notice is delivered unless the notice specifies a later date.  If a resignation is made effective at a later date, the Executive Board may fill the pending vacancy before the effective date if the Executive Board provides that the successor does not take office until the effective date.

 

Section 7:  Each member of the Executive Board shall be entitled to one vote at Executive Board meetings.

 

Section 8:  If deemed necessary by the President or any other two officers or directors acting in the absence of the President, a Executive Board meeting may be conducted by radio on any amateur radio frequency or other mode of electronic communication or via the U.S.mail.

 

Section 9:  The Executive Board shall be responsible for:

 

  • Assuring liability and equipment insurance coverage (if available)
  • Maintaining ARRL affiliation
  • Acting as officers of the ARASWF
  • Designating an appropriately licensed member as Club Licensee
  • Providing, planning and policy recommendations to the membership for approval and/or implementation

 

ARTICLE 4 – ELECTION OF OFFICERS AND DIRECTORS

 

Section 1:  Each year at the regular monthly membership business meeting for October, the President will name a nominating committee, who shall place in nomination qualified candidates for President, Vice President, Secretary, Treasurer, and up to four Directors.

 

Section 2:  Nominations from the floor shall be taken from the membership at the monthly membership business meeting for November.

 

Section 3:  Immediately following nominations from the floor, the President will declare nominations closed, and a majority vote of eligible members present and eligible to vote shall determine the election of officers from the slate of nominations.

 

Section 4:  The installation of new officers will take place at the December membership meeting.

 

ARTICLE 5 – DUTIES OF OFFICERS AND DIRECTORS

 

Section 1:  It shall be the duty of the President to call and preside at Executive Board meetings, to preside at regular and special meetings of the ARASWF, and provide ARASWF guidance and leadership including, but not limited to, the establishment of committees for special interests as deemed advisable.  These activities may include, but shall not be limited to:

 

  • ARASWF Newsletter
  • Emergency Preparedness
  • Technical Programs
  • Education
  • Public Relations
  • Interference
  • Field Day
  • QCWA
  • Ad Hoc Committees
  • DXpeditions

 

The President shall also perform such other duties as ordinarily pertain to the office of President.

 

Section 2:  It shall be the duty of the Vice President to preside at all meetings in the absence of the President, to assist the President in the performance of his duties, to be the program chairperson at the regular monthly membership business meetings, and to perform such other duties as ordinarily pertain to the office of Vice President..

 

Section 3:  It shall be the duty of the Secretary to keep all ARASWF records, to initiate notices of all ARASWF meetings, to report to the membership of the ARASWF all decisions and actions of the Executive Board as recorded in the minutes of such meetings, to record the minutes of regular and special membership meetings, to handle all correspondence pertaining to ARASWF matters, to retain copies of correspondence, and to perform such other duties as ordinarily pertain to the office of Secretary.  Upon retirement from office, the Secretary shall transfer to the successor, or the President, all minutes, ARASWF records, supplies, and other ARASWF property in his/her possession.

 

Section 4:  It shall be the duty of the Treasurer to maintain accounts of record and report monthly to the Executive Board any income, expenditures, and bank balances and to perform such other duties as ordinarily pertain to the office of Treasurer.  Upon retirement from office, the Treasurer shall transfer to the successor or the President all funds, account books, all financial records and other ARASWF property in his/her possession.

 

Section 5:  It shall be the duty of the Directors, in conjunction with the officers, to determine the club policies and to pass upon all issues concerning the welfare of the ARASW, to implement motions passed by the general membership, and to perform such other duties as ordinarily pertain to the office of director, including, but not limited to, serving as committee chairpersons when requested to do so by the President.  Also, it shall be the duty of the Directors, in conjunction with the officers, to protect the assets of the ARASWF, to maintain inventories of all equipment, to make available to all qualified members short-term use of ARASWF test equipment, to examine and accept equipment donated to the ARASWF, and to assure that the installation and operation of ARASWF equipment is in compliance with the rules and regulations of the FCC.

 

Section 6:  It shall be the duty of the Immediate Past President to provide continuity and guidance to the Executive Board as a member of such board, and to preside at regular monthly membership meetings of the ARASWF in the absence of both the President and Vice President.

 

ARTICLE 6 – FINANCES

 

Section 1:  The Treasurer shall deposit all funds of the ARASWF in a manner to be approved by the Executive Board.

 

Section 2:  Only the Treasurer, President, Vice President, and Secretary shall be authorized to sign checks in payment of debts of the ARASWF.

 

Section 3:  Any expenditure that is greater than $500.00 in total, or greater than $500 in aggregate payments over a one-year period, must first be approved by a majority of the Executive Board and subsequently approved by a majority of members present and eligible to vote at a duly held membership business meeting of the ARASWF.

 

Section 4:  Any expenditure that is $250.00 or greater but less than $500.00 must have the approval of a majority of members of the Executive Board.

 

Section 5:  Any expenditure that is $500.00 or greater must first be approved by a majority of the Executive Board and subsequently approved by a majority of members present and eligible to vote at a duly held membership business meeting of the ARASWF. 

 

ARTICLE 7 – MEETINGS

 

Section 1:  The regularly monthly membership business meeting of the ARASWF shall be held on the fourth Tuesday of each month unless otherwise scheduled by the Executive Board for a legitimate reason.

 

Section 2:  The annual meeting of the ARASWF shall be held in the month of December of each year at a location, date and time designated by the Executive Board.  The December meeting will be a social gathering for the purpose of installing new officers and will include brief annual reports from the officers and awards for outstanding member service to the ARASWF.  The December meeting will be held no later that the end of the second week of December pending the arrangements of the committee appointed by the President to plan the meeting.

 

Section 3:  Notice of all regular, special and board meetings may be made by oral or written notice to the membership.  Such notice may be communicated in person, by telephone, telegraph, e-mail, radio, teletype, mail, or any form of electronic communication or transmission.  Posting notice of such meetings in the ARASWF Newsletter that is distributed to the membership by e-mail shall satisfy the notification requirements of this section.

 

Section 4:  The regular monthly business meetings of the ARASWF shall be primarily technical or informative and cover ARASWF business requiring membership attention and/or approval, except that the annual meeting held in December shall be primarily social.

 

Section 5:  A quorum of nine (9) members, two (2) of whom must be members of the Executive Board, shall be required to hold and conduct a regular membership business meeting.  A quorum, once established, shall not be broken by withdrawal of members from the meeting.

 

Section 6:  The President shall have the authority to cancel or postpone a regularly scheduled meeting in case of emergency, holiday, or unavailability of meeting place.

 

Section 7:  Special meetings of the ARASWF may be called by the Executive Board to discuss and transact specific and/or imperative business where a decision from the membership is required.

 

Section 8:  ARASWF Executive Board’ meetings will be called by the President as necessary, announced in the ARASWF Newsletter or on the ARASWF repeater.  All Executive Board meetings are open to all voting members.

 

Section 9:  A quorum at meetings of the Executive Board shall consist of a majority of the membership of the Executive Board.

 

ARTICLE 8 – ORDER OF BUSINESS

 

Section 1:  The following shall be the regular order of business at all regular or special meetings of the ARASWF:

 

A.  Meeting called to order.

B.  Introduction of members, guests, visitors, and new members.

C.  Reading and approval of the minutes of the preceding meeting.

D.  Officers’ reports.

E.  Committee reports.

F.  Old business.

G.  New business.

H.  General welfare.

I.   Special feature.

J.  Adjournment

 

Section 2:  Unless specifically provided for elsewhere in the bylaws “Robert’s Rules of Order” shall govern all parliamentary procedures for the ARASWF at regular, special, committee and board meetings.

 

ARTICLE 9 – AMENDMENT OR REPEAL OF BYLAWS

 

Section 1:  Any proposal to amend or repeal these bylaws must be submitted to the Executive Board.  If the proposed amendment has the approval of a majority of the Executive Board, the Board will instruct the Secretary to notify the membership of the proposed amendment at least ten days prior to the meeting at which the vote is to take place.  Such notice may be communicated in person, by telephone, telegraph, e-mail, radio, teletype, mail, or any form of electronic communication or transmission.  Posting notice of such proposed amendment in the ARASWF Newsletter that is distributed to the membership by e-mail shall satisfy the notification requirements of this section.

 

Section 2:  These bylaws may be amended or repealed by a majority of members present and eligible to vote at a duly held membership business meeting.

 

Section 3:  No amendment or repeal of these bylaws can be made which is not in harmony with the laws of the State of Florida governing the formation and chartering of a not-for-profit corporation.

 

ARTICLE 10 – MISCELLANEOUS

 

Section 1:  In the event of the dissolution or liquidation of the ARASWF, all property or assets owned by the ARASWF shall be liquidated by the Executive Board and all funds donated to a charity to be determined by a majority vote of the members present and eligible to vote at a duly held membership business meeting.

 

Section 2:  Confidential ARASWF repeater programming codes shall be made available only to Executive Board members and those persons authorized by the Executive Board to perform work on the ARASWF repeater(s).

 

Section 3:  The process and procedures for affecting expulsion of a member are specified below in Sections 3.1 through 3.7.  

 

Section 3.1:  A member under consideration for expulsion is referred to as “THE member” and “members” includes all ARASWF members including officers and directors.  Except as noted below in 3.5 regarding delivery from the Secretary to THE member, delivery by e-mail shall be sufficient. “Secretary” refers to the ARASWF Secretary.  “the Meeting” refers to each respective membership business meeting at which a member expulsion hearing is on the agenda.  “… that process … ” refers to the applicable, actual member exclusion process.

 

Section 3.2:  These Bylaws neither prohibit nor require that any member be personally warned regarding his or her possibility of expulsion from membership.

 

Section 3.3:  The membership expulsion process shall be initiated by a written complaint by a member and shall be based upon asserted proof of:  (1) THE member’s falsified qualification(s), (2) two or more violations by THE member of the same or different ARASWF repeater operating protocol(s), (3) two or more violations by THE member of the same or different IARU Ethical and Operating Guidelines, (3) THE member’s misconduct that without reasonable justification reflects negatively upon the ARASWF and/or any other member(s), and/or (4) THE member has been unreasonably disruptive or unreasonable argumentative, rude and/or insulting at more than one ARASWF meeting and/or more than one other ARASWF activity. The expulsion process shall cease immediately if and when THE member resigns.  THE member may resign by written notice of his or her resignation delivered to the Secretary anytime before the ARASWF members vote on a motion to exclude THE member at a member exclusion hearing.

 

Section 3.4:  To the greatest extent allowed by applicable law, that expulsion process, including unnecessary disclosure of information derived from that process, shall always (including after conclusion of that process) be kept as private and as confidential as possible, and that process shall cease immediately if and when THE member resigns prior to being expelled. If THE member resigns prior to being expelled, and commencing at the effective date of THE member’s resignation, unnecessary dissemination by members of then generally undisclosed information regarding that process is prohibited, which confidential information may include the existence of that process and/or the name of THE member.  In any event, the existence of that process shall not be unnecessarily disclosed by any member prior to placement of notice of the expulsion hearing on the ARASWF agenda for the Meeting, and no member shall unnecessarily disclose THE member’s name until after THE member’s expulsion hearing commences.  No member (except THE member) shall make any inquiry to any other member or have any other communications with any other member with regard to any unnecessary disclosure of information regarding that process. These restrictions shall not apply to the ARASWF Executive Board members to the extent necessitated by the respective Executive Board member’s participation in that process.

 

Section 3.5:  The asserted infractions, violations, and/or misconduct by THE member shall be brought by the complaining member (privately and confidentially) in writing to the Secretary, who shall promptly deliver that complaint to the other Executive Board members.  Upon the Executive Board’s private and confidential deliberation of that complaint, a Executive Board majority affirmative vote may move the process forward as an agenda item at the Meeting, in which event the Secretary shall promptly get written notice to THE member, either by hand delivery by sealed envelope to THE member, or by first class mail, return receipt requested, addressed to THE member’s address on record with the ARASWF.  Such notice shall be delivered to THE member at least fourteen (14) days prior to the date of the Meeting.  An envelope shall be addressed to THE member and be noted on the front as being “PRIVATE AND CONFIDENTIAL.”  The written notice shall: (1) include a copy of the ARASWF Bylaws; (2) list all of the violations asserted in the complaint; (3) specify the date, place and starting time of the Meeting; and (4) give notice that THE member may respond (including defenses) in writing to the Secretary, and that THE member’s response must be received by the Secretary at least seven (7) days prior to the scheduled date of the Meeting.  As soon as possible after receipt of THE member’s response, if any, the Secretary shall deliver THE member’s response to the other Executive Board Members.

 

Section 3.6:  To the extent reasonably possible, and at least five (5) days prior to the Meeting, the Secretary shall inform the ARASWF general membership only that a “member exclusion meeting” is scheduled to be conducted at and during the Meeting.  Such notice can be by the Secretary’s e-mail and/or by any delivery of the Meeting’s agenda that lists the agenda item, such as only: “Member Expulsion Hearing.”  Neither the name of THE member nor any of the allegations shall be included in any such notice.

 

Section 3.7:   Discussion at the member expulsion hearing shall be limited to matters directly relevant to that expulsion, such as the complaint’s allegations and THE member’s defenses, etc.  Only members present at the member expulsion hearing can vote on a motion to expel.  A majority vote in favor of expulsion shall result in expulsion of THE member, and if expelled THE member shall forfeit ARASWF dues previously paid.  At the Executive Board’s discretion, votes on the motion to expel can be by secret written ballot.  The chair of the member expulsion hearing can be the ARASWF President or any other Executive Board member as decided by vote of the Executive Board members present at that hearing.