As Amended June 2010
ARTICLE I -CORPORATION OFFICE
The principal office of the corporation shall be located at P.O. Box 552,-City of Broken Arrow, Zip Code 74013; County of Tulsa; State of Oklahoma. The corporation may have such other offices, either within or without the State of Oklahoma, as the board of directors may determine from time to time.
ARTICLE II – MEMBERS
Section 1. Members
Membership of the corporation shall be open to all persons interested in Amateur Radio, both licensed and non-licensed.
Section 2. Eligibility for Membership
Any person interested in becoming a member of the corporation shall submit, in a manner and form approved by the board of directors, an application. Applications shall be submitted to the treasurer, and shall be accompanied by any required initiation fees, and the prescribed dues. Upon meetings these requirements, the applicant shall become a member of the corporation.
Section 3. Membership Classifications
There shall be three classes of Membership available, including:
Family Membership : Available to up to 4 additional members of the same household, with one full paid membership.
Basic Membership : Non-Voting membership for those members not currently holding a valid Amateur Radio Operators License, but having an interest in the hobby.
Family Members who also hold a valid Amateur Radio Operators License are also considered Full members and may Vote as One.
Basic Membership is automatically upgraded to Full Membership once the basic member is granted a valid Amateur Radio Operators License.
Section 4. Voting rights
Voting Rights shall be reserved for Members holding a valid Amateur Radio Operators License. Non-Licensed members shall have no rights to vote on any issue before the board or general membership.
Each licensed member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.
No proxy voting shall be allowed.
Absentee Voting by mail, e-mail or any other method shall be prohibited.
No more than one vote per member, regardless of number of or type of positions held within the Corporation.
Section 5. Termination of membership
The board of directors, by affirmative vote of 2/3 of all the members of the board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in payment of dues for the period fixed hereinafter.
Membership in this corporation is non-transferable or assignable.
ARTICLE III – MEETINGS OF MEMBERS
Section 1. Monthly meeting
A monthly meeting of the members shall be held at a date, time, and place as designated by the members of the Board for the purposes of conducting and transacting such business or other matters as may come before the meeting.
Section 2. Annual meeting
An annual meeting of the members shall be held on the first meeting of the year beginning with the year 1993, at the time prescribed in a notice, for the purpose of electing directors, officers, and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the state of Oklahoma, such meeting shall be held on the next succeeding Monday of said month. If the election of directors is not held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.
Section 3. Special meetings
Special meetings of the members may be called by the president, the board of directors, or not less than 1/10th (10%) of the total members having voting rights at such time and place as is designated by the board of directors, or as the case may be. If all of the members shall meet at any time and place, either within or without the state of Oklahoma, and consent to the holding of a meeting, such meetings shall be valid without call or notice, and at such meeting, any corporate action may be taken.
Written or printed notice stating the place, day, and hour of any meeting or members shall be delivered personally, by mail or E-mail to each member entitled to vote at such meeting, not less than seven, nor more than ten, days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting.
In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the U.S. mail addressed to the member at his address as it appears on the records of the corporation, with proper postage thereon prepaid. If notice is given by E-mail, such notice shall be deemed to be delivered when the E-mail is delivered to the Internet provider of the member at his E-mail address as it appears on the records of the corporation.
Section 5. Informal action by members
Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the actions so taken is signed by all the members entitled to vote with respect to the subject matter thereof.
Section 6. Quorum
Members holding 2/3 of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the member present may adjourn the meeting from time to time without further notice.
Section 7. Proxies
Proxies shall not be allowed.
Section 8. Absentee Voting by mail
Absentee Voting by mail, e-mail or any other method shall be prohibited.
ARTICLE IV – BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the corporation shall be managed by its board of directors. Directors shall be members of the corporation.
Section 2. Number, tenure, and qualifications
The number of directors shall be at least three (3), but not more than seven (7). Directors shall be elected at the annual meeting of members, and the term of office of each director shall be until the next annual meeting of members and qualification of his successor.
Section 3. Regular meetings
A regular meeting of the board of directors shall be held without any other notice than this bylaw immediately after, and at the same place as, the annual meeting of members. The board of directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at such time and place as is announced in the call of the meeting.
Section 4. Special meetings.
Special meetings of the board of directors may be called by or at the request of the president or any two directors, and shall be held at such time and place as the directors may determine.
Section 5. Notice
Notice of any special meeting of the board of directors shall be given at least Two(2) days previously thereto by written notice delivered personally, sent by mail or E-mail to each director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by E-mail, such notice shall be deemed to be delivered, when the E-mail is delivered to the members Internet provider as it appears on the records of the corporation. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting the transaction of any business because the meeting is not lawfully called of convened. The business to be transacted at the meeting need not be specified in the notice or waiver or notice of such meeting, unless specifically required by law or these bylaws.
Section 6. Quorum
A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 7. Board decisions
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.
Section 8. Vacancies
Any vacancy occurring in the board of directors, and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the board of directors. A director appointed to fill a vacancy shall serve for the un-expired term of his predecessor in office. Each such appointment by the board shall be subject to the approval or disapproval of the members at the next regular monthly meeting of the members.
Section 9. Compensation
Directors as such shall not receive any stated compensation for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
Any two or more offices may be held by the same person, except the offices of president and secretary. No officer or director holding more than one office, shall have more than one vote, on any matter before the board, regardless of the number of offices held. For the purpose of determining a quorum, No officer holding more than one office, shall be counted as more than one officer, regardless of the number of offices held.
Section 11. Removal
Any Director may be removed by a majority vote of the membership present at any general meeting, or upon due notice that a special meeting has been called for the purpose of discussing the dismissal of any officer or board member, whenever in its judgment the best interests of the corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the director so removed.
ARTICLE V -OFFICERS
Section 1 . Officers
The officers of the corporation shall be a president, one or more vice presidents, the number thereof to be determined by the board of directors, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this article. The board of directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem prescribed, from time to time, by the board of directors.
Section 2. Holding more than one office
Any two or more offices may be held by the same person, except the offices of president and secretary. No officer or director holding more than one office, shall have more than one vote, on any matter before the board, regardless of the number of offices held. For the purpose of determining a quorum, No officer holding more
Section 3. The President – Term limits
The office of the president may not be held by any member for more than two consecutive 1-year terms. After two terms, the President must wait a minimum of one term before running for the office of President again. The President, after two consecutive terms, will be eligible to hold any other office in the club, as duly elected by popular vote of the membership.
Section 4. Election and term of office
The officers of the corporation shall be elected at the annual meeting of the members. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the board of directors. New offices and officers shall be considered temporary until they are ratified at the next general meeting of members. Each officer shall hold office until his successor has been duly elected and qualifies.
Section 5. Removal
Any officer may be removed by a majority of the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed, PROVIDED; each such removal by the board of directors shall be subject to the approval or disapproval of the members at the next regular monthly meeting of the members.
Any Officer may be removed from office by the majority vote of the members present at any general meeting, or upon due notice that a special meeting has been called for the purpose of discussing the dismissal of any officer or board member.
Section 6. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the board of directors for the un-expired portion of the term, provided that each such appointment by the board shall be subject to the
Section 7. Powers and duties
The officers shall have such powers and shall perform such duties as may from time to time be specified in resolution or other directives of the board of directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of offices of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this corporation.
Section 8. Compensation
Officers as such shall not receive any stated Compensation for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
ARTICLE VI – COMMITTEES
Section 1. Committees of directors
The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation
thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed on it or him by law.
Section 2. Membership committee
At the first annual meeting of the members, or such special meeting of the members as may be called for the purpose, the members shall elect from their At annual meetings of the members thereafter, the members shall be elected to the committee for one-year terms to fill the terms as they expire. Any vacancy occurring in the committee by death, resignation, withdrawal from membership, or otherwise shall be filled by majority vote of all the remaining members of the committee. Any person so elected shall serve for the remainder of the term of his predecessor.
The committee, when formed, shall organize itself, shall elect from its members a chairman and a secretary, and shall perform the functions and discharge the duties concerning the consideration, approval, and election of new members, as are given to the committee elsewhere in theses bylaws, or by resolution of the board of directors, or by resolution of the members.
Section 3. Other committees
Other committees not having and exercising the authority of the board of directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the president of the corporation shall appoint the members thereof Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.
ARTICLE VII – CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts
The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of
Section 2. Checks, drafts, or orders
All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the corporation.
Section 3 . Deposits
All funds of the corporation 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.
Section 4. Gifts
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or device for any purpose of the corporation.
ARTICLE VIII – CERTIFICATES OF MEMBERSHIP
Section 1. Certificates of membership
The board of directors shall provide for the issuance of certificates evidencing membership in the corporation, which certificates shall be in such form as may be determined by the board. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate is lost, mutilated, or destroyed, a new certificate may be issued therefore on such terms and conditions as the board of directors may determine.
When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate or membership shall be issued in his name and delivered to him by the secretary.
ARTICLE IX – BOOKS AND RECORDS
The corporation shall keep correct and complete books and record of account and shall also keep minutes of the proceedings of its members, board of directors, and the membership committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. Any books and records of the corporation may be inspected by any member or his agent for any proper purpose at reasonable time.
The officers and board members shall maintain a record of monthly or annual routines and policies that require action in a timely manner. The purpose of such is to maintain the flow of schedules from one administration to the next, and to act as a guideline for administrative actives requiring action to be taken by the next administration. Such Items as Insurance renewal dates, club ARRL Affiliation notices, state corporation commission registration updates and other time sensitive
information and schedules shall be kept here.
ARTICLE X – FISCAL YEAR
The fiscal year of the corporation shall be the calendar year beginning on the 1st day of January of the following year or as the case may be.
Section 1. Annual dues
The board of directors shall determine from time to time the amount of initiation fee, if any and annual dues payable to the corporation by members of each class, and shall give appropriate notice to the members.
Section 2. Payment of dues
Annual dues are due on the date of the regular meeting in January, payable no later than on the date of the regular meeting in April. Any new member shall pay dues on a quarterly prorated basis according to the annual rate. Currently the dues are $20.00 per year. A family membership plan is also available for $10.00 per year, and is good for up to 4 additional family members living in the same household, with one full paid membership.
Prorated Annual Renewal Rates – Member / Family
January 1 through March 31 $20/$10
April 1 through June 30 $15/$7.50
July 1 through September 30 $10/$5.00
October 1 through December 31 $5 / $2.50
Section 3. Default and termination of membership
When any member of any class is in default in the payment of dues for a period of three (3) months from the beginning of the period for which such dues became payable, his membership shall thereupon be terminated as provided herein above.
ARTICLE XI – SEAL
Section 1. The board of directors shall provide a corporate seal, which shall designate the name of the corporation and the word Oklahoma.
Whenever any notice is required to be given under the provisions of 18 O.S. 1971 Sec 851 et seq. Or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated there in, shall be deemed equivalent to the giving of such notice.
ARTICLE XII – AMENDMENT OF BYLAWS
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a 2/3 vote of the membership present at a regular meeting or a special meeting, upon notice duly given seven (7) days in advance of said meeting, stating that amendment is to be considered, and as provided by the requirements of 18 O.S. 1971 Sec 851 et seq.
ADOPTED: June 7 2010