Mt. Diablo Amateur Radio Club
MOUNT DIABLO AMATEUR RADIO CLUB
Amended February 20, 2009
Amended May 15, 2010
Amended August 21, 2010
Amended August 21, 2015
Amended November 18, 2016
This corporation is organized under the Nonprofit Public Benefit Corporation Law of the State of California, California Corporations Code TITLE 1, DIVISION 2, PART 2 and is not organized for the private gain of any person.
ARTICLE I – NAME, OFFICERS AND DIRECTORS
This corporation shall be known as the "Mount Diablo Amateur Radio Club", a California non-stock nonprofit public benefit corporation.
Section 2. OFFICERS
The officers shall consist of a President, Vice President, Secretary and Treasurer. All terms of office shall be one year.
Section 3. DIRECTORS AND EMERGENCY COORDINATOR
In addition there shall be four Directors-At-Large and a fifth Director designated the Emergency Coordinator. Two Directors shall be elected each even-numbered year for a term of two years. The second two Directors shall be elected in odd-numbered years for a term of two years. The term of office of the Emergency Coordinator shall be for one year.
Section 4. QUALIFICATIONS
The Officers, Directors and Emergency Coordinator shall be elected from the membership and shall be Amateur Radio operators licensed by the United States of America.
Section 5. ELECTION
Newly elected officers and directors shall take office on the first day of January.
ARTICLE II - DUTIES AND AUTHORITY
Section 1. PRESIDENT
1. Duties shall be to call and preside over all official meetings.
2. Shall appoint all committee chairpersons.
Section 2. VICE PRESIDENT
1. Duties shall be to assist the President in the discharge of the President's duties and to preside in the President's absence. 2. Shall also be the program chairperson.
Section 3. SECRETARY.
1. Shall record the minutes of all official meetings and maintain a record of each for inspection by Club members.
2. Shall execute all necessary correspondence.
3. Shall maintain all club historical records.
Section 4. TREASURER
1. Shall act as the Principal Financial Officer of the club; be custodian of all club funds; keep complete and accurate records of the receipt and disbursement of such funds.
2. Shall maintain a true and complete account of all club assets and liabilities including capital items and prepare formal written reports as of June 30 and December 31. These reports shall be published in the Club newsletter.
3. Shall report the financial condition of the club at each general membership meeting.
4. Shall be responsible for the preparation of all necessary tax filings with city, county, state and federal jurisdictions for the Board of Directors.
5. Shall prepare for Board of Director's approval, an annual budget of income and expense of the club and its committees and groups. Shall arrange to have the budget published in the Club newsletter no later than the February issue.
Section 5. EMERGENCY COORDINATOR
1. Shall coordinate club activities with RACES/ARES, the county Auxiliary Communications Service (ACS) and other public safety and emergency response officials.
2. Shall maintain all records of information pertaining to those activities.
Section 6. BOARD OF DIRECTORS
1. The Board of Directors shall be voting members of the Board, and are expected to attend all Board meetings.
2. The Board of Directors shall meet and conduct the business of the corporation. Minutes of all General Membership meetings and Board of Director's meetings shall be published by the secretary in the Club newsletter.
3. The Board of Directors shall be empowered to authorize payment of any bills not exceeding $1,000 that are not an approved budget item and shall be empowered to authorize payment of increases in budgeted items that do not increase by more than $1,000.
4. The Board of Directors may appoint a duly qualified regular club member to fill out the unexpired term of any office vacated, including by resignation, death or removal.
5. Officers and Directors may be removed for cause including but not limited to absence, neglect of duty or misuse of office upon recommendation by a majority of the Board of Directors and a two-thirds affirmative vote by the members present at the following General Membership Meeting.
ARTICLE III – MEETINGS
Section 1. MEMBERSHIP MEETINGS
Regular meetings of the membership shall be held on the third Friday of each month, or at other times, when a Special Meeting is called by the President or by written request to the Board of Directors signed by five General Members of the corporation.
Section 2. MEETINGS OF THE BOARD OF DIRECTORS
Regular meetings of the Board of Directors shall be held on the first Monday of each month, or at other times, when a Special Meeting is called by the president or a quorum of the Board of Directors.
Section 3. MEETINGS CONDUCTED UNDER ROBERT’S RULES OF ORDER.
All meetings of the corporation, including meetings of the membership, Board of Directors and committees shall be conducted in accordance with the current edition of Robert’s Rules of Order Newly Revised 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.
Section 4. QUORUM
A quorum at all membership meetings shall comprise ten percent of the General Membership present. A quorum at all meetings of the Board of Directors shall comprise fifty percent of the officers and directors in office.
Section 5. ELECTRONIC MEETINGS
1. For the purposes of this Section, “Electronic Meeting” shall be defined as a meeting in which one or more participants are not physically present in one room or area; rather they communicate with the other participants via electronic means, such as the internet or telephone. Such meetings must provide, at a minimum, for simultaneous two-way voice communication among all participants.
2. Electronic Meetings shall not require the use of special equipment or software available only to certain persons or requiring financial expenditure by the attendees to use.
3. Notices of Electronic Meetings must include an adequate description of how to participate; such as a telephone number for teleconferences, web address for web conferences, password or meeting ID for all methods, etc.
4. Persons unable to be physically present at a Regular or Special Meeting of the Membership, Board of Directors or any committee may, at the discretion of the meeting’s chair, attend via electronic means as described in Item 1 above. Such persons shall be considered to be in attendance for the purposes of a quorum and for voting.
5. Should business arise for the Board of Directors or any committee that requires action prior to the next Regular meeting of that body, the chair may call and conduct a Special Meeting as an Electronic Meeting. Such Special Electronic Meetings shall allow, but not require, a central location for participants to attend in person. All attendees shall be considered to be in attendance for the purposes of a quorum and for voting.
6. Electronic Meetings may be conducted at the discretion of the meeting’s chair. Nothing in this Section shall be construed as to require that any meeting of the Membership, Board of Directors or any committee be provided with the facilities for an Electronic Meeting, or that any attendee has the right to attend any meeting by electronic means.
ARTICLE IV – FINANCE
Section 1. ANNUAL DUES
1. Any changes in the annual dues shall be voted upon by the Board of Directors and approved by a simple majority of the membership at a regular membership meeting. A proposal to revise the dues shall be published in a mailing to the members, one month before the membership vote.
Section 2. NO ASSESSMENTS
1. Club expenses may be defrayed by dues, donations, auctions or benefits, but not by assessment.
Section 3. AUTHORIZED SIGNATURES
1. All authorized checks shall be signed by the Treasurer, or any other officers designated by the Board of Directors.
Section 4. NON-BUDGETED EXPENSES
1. Motions to expend non-budgeted club funds shall normally be presented to the Board of Directors prior to presentation to the membership at a Regular or Special Meeting.
Section 5. EXPENSES PROPOSED AT MEMBERSHIP MEETINGS
1. Motions made at a regular membership meeting to expend funds not included in the budget shall not be acted upon at that meeting. Authorization to spend the proposed money shall be referred to the Board of Directors and no expenditure shall be made without their affirmative vote.
ARTICLE V – MEMBERSHIP
Section 1. GENERAL MEMBERSHIP
1. Any person is eligible for General Membership regardless of race, creed, sex, or national origin and the like. Each General Member is entitled to vote at all Regular and Special Meetings.
Section 2. ADDITIONAL FAMILY MEMBERSHIP
1. Additional family members of General Members in good standing may qualify as General Members without payment of dues or for discounted membership dues as determined by the Board of Directors.
2. Additional family members must reside at the same address and one copy of the Club newsletter will be mailed to that family address unless otherwise requested.
Section 3. STUDENT MEMBERSHIP
1. The Board of Directors may establish Student Memberships, designating from time to time the amount and payment of dues. The qualifications for Student Membership and voting privileges, rights and obligations shall determined by the Board of Directors.
Section 4. HONORARY MEMBERSHIP
1. The Board of Directors may award a non-voting Honorary Membership to persons of merit. An Honorary Member shall not be obliged to pay dues.
Section 5. LIFE MEMBERSHIP
1. The Board of Directors may award Life Memberships. A Life Member shall not be obliged to pay dues. A Life Member shall have the same voting privileges, rights and obligations as a General Member.
Section 6. REVOCATION
1. Membership may be revoked or other lesser disciplinary action taken against a member after a review and a recommendation by the Board of Directors and a majority vote of the membership for any of the following:
1. A member whose membership has been revoked may apply for reinstatement of membership not sooner than one year from the date of the revocation.
Section 8. DELINQUENCY
1. Dues delinquent after January 31 automatically stand the member suspended. Reinstatement may be made upon payment of dues. A member in good standing shall be one whose membership has not been suspended nor revoked.
Section 9. MEMBER MISCONDUCT
Member misconduct shall include, but shall not be limited to:
b) Intentional conduct creating legal liability for the corporation.
c) Violent, threatening, and/or disorderly conduct.
d) Bringing disrepute to the corporation including but not limited to threats, harassment and insults to members and to the public at large.
e) Violation of criminal laws.
f) Attempts to disrupt orderly procedure or failure to abide by rulings from the presiding officer or chairman at Membership, Board and committee meetings, including refusal to comply when called out of order.
ARTICLE VI - NOMINATING COMMITTEE
Section 1. COMMITTEE MEMBERS
The nominating committee shall consist of three members appointed no later than the August General Membership meeting by the President.
Section 2. DUTIES
It shall be the duty of the Nominating Committee
a) to procure candidates for each office,
b) to qualify nominated members as to membership and willingness to accept the nomination,
c) to receive and tabulate ballots.
Section 3. NOMINATIONS
Nominations in all forms to shall be presented at the September meeting. Any member in good standing with a United States Amateur Radio license may be proposed for nomination from the floor at the September meeting. The nominees' names shall be published in the October and November Club newsletters.
Section 4. BALLOTING
Ballots shall be mailed in the month of November. Voting may be by mail, with receipt required at the Club's post office box prior to the November meeting, or in person at the November meeting. A teller's committee shall be appointed by the President and the results of the election shall be announced at the November meeting.
ARTICLE VII - CONFLICTS OF INTEREST POLICY
Section 1. CONFLICTS WITH INTEREST OF THIS CORPORATION PROHIBITED.
All actions, deliberations, decisions and actions by the Board of Directors, the individual officers, directors, committee chairmen and members of this corporation shall be made in the sole interests of this corporation and for the corporation’s educational and scientific purposes as defined and limited by U.S. Internal Revenue Code §501(c)(3).
Section 2. PERSONAL FINANCIAL BENEFIT PROHIBITED
Individual officers, directors, committee chairmen and members are prohibited from taking any action to achieve a personal financial benefit or for a third person or other entity, including another nonprofit or for profit organization.
Section 3. DUTY TO RECUSE
Any officer, director, committee chairman or member shall promptly disclose the existence of any potential conflict of interest and shall recuse himself or herself from being present for discussion or voting on any matter in which they have a material financial interest, or they are an officer or director of another entity that may reasonably be affected by the outcome of the vote.
ARTICLE VIII - BY-LAWS AMENDMENTS
Section 1. PROCEDURE
An amendment to the By-Laws may be initiated by the Board of Directors or by written request to the Board of Directors signed by five members of the club. In order to be effective, the proposed amendment shall be presented to the Board of Directors, published by mail to the members or published in the Club newsletter by mail and/or electronic means, and approved by two-thirds of the members present at the next regular membership meeting following such publication.
ARTICLE IX - PUBLICATION
Section 1. OFFICIAL PUBLICATION
1. There shall be an official publication maintained by the corporation in the form of a newsletter to be published monthly and called the "Carrier". The editor and staff shall be appointed by the Board.
2. The financing of the Club newsletter shall be from the corporation's treasury.
Section 2. PUBLICATION BY ELECTRONIC MEANS
1. All publications, notices and mailings to the members may be made by electronic means.
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