By-Laws of the

Alamogordo Amateur Radio Club

20 June 2004

Mission Statement

The Alamogordo Amateur Radio Club, Inc. (hereafter referred to as the AARC) was established to provide an association for persons sharing a common interest in amateur radio. It is the continuing purpose of the AARC to further the exchange of information and cooperation between members, to promote radio knowledge, fraternalism and individual operating efficiency, and to so conduct club programs and activities as to advance the general interest and welfare of amateur radio in the community. The AARC will support the community with communication capability as needed, to the best of its ability and within the limits defined by the FCC.

Article I - Membership

Section 1, Full Member.

Anyone holding a valid United States or FCC-issued reciprocal amateur radio operator license may become a full member. Full membership also requires payment of current years’ dues per Article VI, Section 2. Full members may vote at club meetings, elections, and may serve as Officer or Directors of the AARC.

Section 2, Associate Member.

Anyone who has genuine interest in amateur radio may become an associate member. Associate membership also requires payment of current years’ associate member dues per Article VI, Section 2.. An associate member has no voting privilege and cannot hold an elected office. An associate member may serve on any standing committee.

Section 3, Honorary Member.

An Honorary Membership may be awarded to any person by a majority vote of the full membership present as a regular meeting. Honorary members do not pay annual dues. Honorary members do not have voting privileges and are unable to hold an elected office.

Article II – Board of Directors

Section 1, Composition.

The Board of Directors shall be seven (7) in number as specified in Article III, Sections 2 through 6.

Section 2, Responsibilities.

The Board of Directors shall manage the property and business of the AARC. Members of the Board of Directors are obliged to conduct themselves in a manner befitting an elected representative of the AARC at all times, and to attend the meetings of the AARC.

Section 3, Resignation from Office.

A member of the Board of Directors may resign their office by submitting a written resignation at any club meeting. Article V Section 3 shall be referenced to fill the vacant office.

Section 4, Removal from Office.

A member of the Board of Directors missing a total of more than three (3) consecutive regular membership meetings or board of director meetings without just cause may be relieved of office by a two-thirds vote of the full membership in meeting attendance. Board members who engage in conduct unbecoming of an elected representative of the AARC may be relieved of office by similar vote. Article V Section 3 shall then be referenced to fill the vacant office.

Section 5, Term Limitations.

A member of the Board of Directors may serve no more than two consecutive terms with the same office.

Section 6, Club Property Management.

The Board of Directors collectively manages and accounts for all AARC property, including equipment and any real estate holdings as the club may own. AARC equipment shall be inventoried upon election of Officers, and accountability turned over to the incoming Board of Directors.

Section 7, Club Property Use.

The Board of Directors shall ensure club property is utilized by or under the supervision of club members. Accountability for loaned items shall be by written hand receipt. Non-members are ineligible to borrow AARC equipment.

Section 8, Financial Responsibility.

The Board of Directors is jointly responsible for the stewardship of the funds of the AARC. No funds in any AARC account shall be used for the pecuniary benefit of any club member at any time. All checks issued by the Treasurer shall be countersigned by another elected Officer. Signature cards on file at the financial institutions used by the AARC shall be updated to reflect the current Board of Directors within the first two months of the year.

Section 9, Discretionary Expenditures.

The Board of Directors may make appropriations for discretionary expenditures not exceeding $100.00 per item, event or function. A full accounting of such discretionary expenditures shall be made to the membership at the following regular club meeting. All other expenditures shall be approved in advance by a majority vote of the members present at a regular membership or special meeting.

Section 10, Emergency Repair Expenditures.

The Board of Directors may authorize emergency expenditures for repeater and club equipment repair not to exceed two-thirds (2/3) of the cost of an equivalent replacement item. A full accounting of such expenditures shall be made at the following regular club meeting

Section 11, Carry Over of Projects.

The newly elected Board is obligated to continue the programs and projects of the previous administration unless amended or canceled by a majority of members at a regular membership meeting.

Article III – Elected Officers of the Board of Directors

Section 1, Order of Office.

The Order of Office shall be President, Vice-President, Secretary, and Treasurer. In the absence of any Officer, the Officer(s) in attendance shall perform the duties of the absent Officer(s).

Section 2, President.

The president presides at all meetings of the AARC. The President appoints acting chairpersons, and ensures that the Certificate of Incorporation and By-Laws are duly observed.

Section 3, Vice-President.

The Vice-President assists the President, and performs other duties as the President may request. The Vice-President serves in place of the President in the event the the President is absent or unable to perform his or her duties.

Section 4, Secretary.

The Secretary records minutes at AARC meetings and supplies the Board of Directors with written copies of such minutes. The Secretary notifies all members residing in Otero County of special meetings. The Secretary conducts and maintains records of all official correspondence of the AARC.

Section 5, Treasurer.

The Treasurer performs all AARC financial transactions, maintains accurate financial records of all AARC transactions, and provides a financial report at each regular membership meeting. Upon election of a new Board of Directors, the outgoing Treasurer reports the financial condition of the AARC at the next regular membership meeting, and turns all fianancial records over to a duly appointed committee for a complete and thorough audit prior to the elected Treasurer taking office. The Treasurer maintains the official AARC membership roster. The Treasurer shall use this roster to advice the presiding Officer if a quorum exists prior to conducting business.

Section 6, Directors-At-Large.

The three Directors-At-Large provide additional input, viewpoint, and experience from the membership to the Board of Directors. The immediate Past President becomes a Director-At-Large on 1 January of each year, unless elected to a second term as President.

Article IV – Quorum

A quorum shall consist of a minimum of 1/3 of the full members in good standing. A quorum is required to transact any business or election.

Article V – Elections

Section 1, Qualification for Elected Office.

Only full members in a good standing shall be permitted to serve as Officers or Directors. A member in good standing must have attended a minimum of 50% (½) of the regular meetings during the current calendar year.

Section 2, Nomination and Balloting.

The Board of Directors shall be elected annually by secret ballot to include absentee ballot at the November meeting. The President shall appoint a nomination committee in September to solicit nominees for the up coming election. The nominees shall be presented to the general membership at the October meeting and nominations shall be accepted from the general membership. The nominees shall be voted on at the November general membership meeting. The member receiving the majority of the whole number of ballots cast shall be declared duly elected. If there are more than two nominees and no one nominee receives a majority vote, the nominee receiving the least number of votes shall be eliminated and another vote shall be taken with respect to the remaining nominees. If a tie occurs on any vote, a new balloting will be held.

Section 3, Vacancies.

When an office becomes vacant the President shall appoint a full member to the office until elections are held. If the office of President becomes vacant, then the Vice President shall assume the duties until elections are held. In both instances, nominations and elections are held at the next general membership meeting following the vacancy. The elected Officer shall immediately assume the office.

Section 4, Installation of Board of Directors.

Newly elected officers will be installed at the December general membership meeting and will assume full responsibility as of 1 January.

Article VI – Dues

Section 1, Deposit of Dues and Donations.

All dues shall be deposited into the general fund. Donations will be accepted and utilized per donor’s instructions, if any.

Section 2, Amount of Dues.

The amount of annual dues (full and associate memberships) are set by approval of the membership at the regular club meetings, as recommended by the Board of Directors and duly recorded in the Minutes.

Section 3, Fiscal Year for Dues.

Dues are paid on a calendar year, January through December. First time members joining during the year shall pay prorated dues per the rates in Section 2.

Section 4, Exemption from Dues.

First time newly licensed amateur operators are entitled to full membership privileges for their first 12 months at no cost.

Article VII – Meeting

Section 1, Regular Membership Meetings.

Regular business or general membership meetings shall be referred to as regular membership meetings. Regular membership meetings shall be held monthly. The time and place of the regular membership meeting may be changed by a simple majority vote of the members present at the regular membership meeting.

Section 2, Board of Directors Meetings.

The Board of Directors shall meet monthly. The time and place of this meeting shall be determined by the Board of Directors. The membership shall receive timely notification of the time and place of all the Board of Directors meetings, and shall be invited to participate in such meetings.

Section 3, Special Meetings.

The Board of Directors has the authority to call special meetings when it is deemed in the best interest of the AARC. The President or the Vice President or the Secretary or the Treasurer in this order shall preside over the special meeting. The President shall call a special meeting at the request of five or more members in good standing. The time and place shall be as convenient as possible for the membership. Prior to any special meeting, the Secretary shall notify club members per Article III, Section 4.

Article VIII – Order of Business

The order of business shall be at the discretion of the Board of Directors present at the meeting, but should generally occur as follows:

1. Introduction of members and visitors

2. Reading of the minutes

3. Treasurer’s report

4. Report of standing committees

5. Unfinished business

6. New business

7. Adjournment

Article IX – Rules of Order

Robert’s Rules of order will be the authority upon all questions and points of order not covered by the Certificate of Incorporation or By-Laws of the AARC.

Article X – Amendment of By-Laws

These By-Laws may be amended at any regular membership meeting by a 2/3 vote of the members present. Notice to amend the By-Laws must have been given at the previous regular membership meeting. Copies of the existing By-Laws along with proposed changes shall be made available to the membership.

Article XI – Dissolution

Section 1, Requirements for Dissolution.

The sections of this article are applicable only in the unlikely event of club dissolution. The AARC may be dissolved only by a ¾-majority vote of the full members of the club. A notice to the members to dissolve the AARC must have been given at a minimum of three consecutive regular membership meetings.

Section 2, Sale of Club Property.

In the event of dissolution, the physical property of the AARC shall be accounted for and offered for sale to full club members for a fair market price. Negotiations for such sales are to be made in good faith between the Board of Directors and the buyer. All funds resulting from such sale(s) are to be deposited in the general fund.

Section 3, Disposition of Unsold Property.

Remaining unsold physical property shall be donated to a local charity or public service organization to be determined by a majority vote of the members present at the dissolution meeting.

Section 4, Disposition of Club Funds.

When it has been determined that the AARC is to be dissolved, after all expenses are satisfied, the remaining funds shall be donated to the American Radio Relay League (ARRL).

Statement of Adoption

These By-Laws were adopted by a duly recorded vote of the membership at the regular business meeting f the AARC on 20 June 2004, and were submitted to Mr. Ed Ricco, Esq. for legal review. After incorporating changes suggested by My Ricco, these By-Laws were sent for filing to the State Corporation Commission, along with the amended Certificate of Incorporation, on 2 August 2004.

NOTE: Per the Commission, By-Laws are no longer kept on file at the State Corporation Commission. Also per the Commission, if the club subsequently changes these By-Laws per Article X, the changes become effective upon the vote of the club membership.

Michael J Mello, N5MJ

2004 AARC President