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RESTATED ARTICLES OF INCORPORATION
OF
MOUNT DIABLO
AMATEUR RADIO CLUB
A Non-Stock, Nonprofit Mutual Benefit Corporation
Adopted by the Members February 20, 2009
Approved April 27, 2009 California Secretary of State
Recognized as a Public Charity under Internal Revenue Code Section 501(c) (3)
Effective February 27, 2009
Registered in California as a Charitable Trust Effective February 15, 2011
Article I: NAME
The name of this corporation shall be MOUNT DIABLO AMATEUR RADIO CLUB.
Article II: PURPOSES
This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes.
Specifically, this corporation has been organized as an educational and scientific organization as defined by U.S. Internal Revenue Code §501(c)(3). These educational and scientific purposes are defined by the International Telecommunication Union and have been adopted by the United States Federal Communication Commission as follows:
“A radio communications service for the purpose of self-training, intercommunication and technical investigations carried out by amateurs, duly authorized persons interested in radio technique solely without personal gain and without pecuniary interest.”
The specific purposes for which the corporation is formed are the following:
Educational Purposes
To operate Amateur Radio stations primarily for educational purposes[.]
To provide extracurricular activities for young people and adolescents in electronic and radio technology and to introduce them to science and technology to lead them to their future careers in adult life.
To provide educational programs in the field of electronic and radio communication technology for adults and students.
To provide programs, forums and conventions on radio communication and technical and scientific developments in electronic communication.
Scientific Purposes
To conduct and learn from technical investigations and experimentation in electronics and radio communication.
To promote the development of radio and electronic communication, including digital, television and other advanced forms of communication.
To install and operate radio repeater stations for voice, television, and digital radio including interconnections with the Internet.
Public Welfare
To install, maintain and improve radio repeater systems and installations with open public access for all licensed Amateur Radio operators.
To organize and facilitate Amateur Radio networks to provide electronic and radio communications in furtherance of public service communications, to supplement and support police, fire and other public safety and governmental services for disaster, recovery, emergency response and public events.
Purposes Limited by Internal Revenue Code §501(c)(3)
The purposes of this corporation shall be defined and limited to those permitted under Internal Revenue Code §501(c)(3).
No Private Gain nor Benefit
No part of the assets or income of this corporation shall inure to the benefit of or be distributable to the members, the officers, directors, or to other private persons.
Article III: POWERS
To carry out the foregoing purposes, this corporation shall have power to convey, exchange, lease, mortgage, encumber, transfer upon trust or otherwise dispose all property, real or personal; to receive and convey real and personal property; to receive and distribute gifts of property of all kinds and to do whatever act or thing may be necessary or incidental to this Article, to accomplish the fulfillment of these objects or purposes, and generally to do and perform any and all business or tasks necessary and proper and as authorized by the laws of the State of California applicable to corporations, and to do anything and everything in the carrying out of the foregoing purposes that a natural person might or could do.
Article IV: NON-STOCK CORPORATION
This corporation is to have no capital stock and the members thereof will not receive pecuniary gain or profit.
Article V: OFFICERS AND DIRECTORS
The officers shall consist of a President, Vice President, Secretary and Treasurer who shall be Directors ex officio.
In addition, there shall be four Directors-At-Large and a fifth Director designated Emergency Coordinator.
The Officers, Directors and Emergency Coordinator shall be elected from the membership for such terms as are prescribed in the By-Laws of this corporation and shall be Amateur Radio operators licensed by the United States of America.
Authority is hereby granted to the members of this corporation to change from time to time the authorized number of directors by duly adopted amendment to the By-Laws.
Article VI: MEMBERSHIP
Any person is eligible for membership regardless of race, creed, sex, or national origin or the like.
The classes of membership shall include the General Membership and such additional classes of membership as may be established in the By-Laws.
The property, voting privileges and all the rights and privileges of each class of membership and the liability of each and all classes to dues, the method of collecting dues and the grounds and procedures for revocation and reinstatement of members shall be set forth in the By-Laws of this corporation.
Article VII: QUORUM
A quorum at all membership meetings shall comprise ten percent of the General Membership.
A quorum at all meetings of the Board of Directors shall comprise fifty percent of the Officers and Directors in office.
Article VIII: DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon the dissolution of this corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated for such purposes.
Article IX: CONFLICTS OF INTEREST POLICY
A Conflict of Interest Policy shall be adopted in the By-Laws of this corporation requiring that all actions, deliberations, decisions and actions of the Board of Directors, the individual officers, directors, committee chairmen and members are made in the sole interests of the Association and for educational and scientific purposes as defined and limited by U.S. Internal Revenue Code §501(c)(3).
Article X: AMENDMENTS
Amendments to these Article of Incorporation may be initiated by the Board of Directors or by written request to the Board of Directors signed by five members of the club.
Proposed amendments shall be presented to the Board of Directors, published in a mailing to the members, and approved by two-thirds of the members present at the next regular membership meeting following such publication.
Article XI: PERPETUAL EXISTENCE
This corporation shall have perpetual existence.