Amateur Radio Association of Southwest Florida

BYLAWS
of the
AMATEUR RADIO ASSOCIATION
OF
SOUTHWEST FLORIDA, INC.

Adopted 28 February 2006
Revised 23 January 2007
Revised 25 August 2009

PREAMBLE

The AMATEUR RADIO ASSOCIATION OF SOUTHWEST FLORIDA (hereinafter called the ARASWF) is a not-for-profit corporation organized under the laws of the State of Florida, 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 sills 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, who 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 these 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, not 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 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. A life 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 6:
Expulsion from membership may be effected 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. Expulsion is effected by a recommendation approved by a majority vote of officers and directors present at a duly held Executive Board meeting, written notification to the member offering said member and/or legal counsel or other representative the opportunity to oppose the recommendation of expulsion, and a majority vote of the members present and eligible to vote at a duly held membership business meeting.

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.

Section 3:
The annual membership dues of any member in financial hardship or extenuating circumstances may be waived in whole or 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 of the annual dues in effect for the respective fiscal year. "New member" is defined as someone who was not previously a member of 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 ASSOCIATION shall be administered by an EXECUTIVE BOARD consisting of up to nine active or family members of the ARASWF, all of whom shall be elected by the membership except as hereinafter provided. 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 as 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 maximum age limit established.

Section 3:
Members of the Executive Board shall have a term of office from January 1 to December 31 of the respective calendar year. No decrease of the number of directors shall shorten the term of any incumbent director.

Section 4:
If the full 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 5:
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 6:
Each member of the Executive Board shall be entitled to one vote at Executive Board meetings.

Section 7:
If deemed necessary by the President or any other two officers acting in the absence of the President, an 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 8:
The Executive Board shall be responsible for:

• Maintaining ARRL affiliation
• Designating an appropriately licensed member as Club Licensee
• Planning and providing policy recommendations to the membership for approval and/or implementation
• Protecting the assets of the ARASWF
• Maintaining inventories of all ARASWF equipment;
• Assuring liability and equipment insurance coverage (if available)
• Assuring that the installation and operation of ARASWF equipment is in compliance with the rules and regulations of the FCC
• Making available to all qualified members short-term use of ARASWF test equipment
• Examining  and accepting equipment donated to ARASWF

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 members present and eligible to vote shall determine the election of officers and directors from the slate of nominations.

Section 4:
The installation of new officers and directors 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 the 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 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 ARASWF policies and to pass upon all issues concerning the welfare of the ARASWF, 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.

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 less than $250.00 for a club purpose or activity must have the approval of any three members of the Executive Board.

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 regular 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 membership 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 directors and awards for outstanding member service to the ARASWF. The December meeting will be held no later than 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 membership 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 these bylaws "Robert's Rules of Order" shall govern all parliamentary procedures for the ARASWF at regular, special, committee and Executive 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 nay 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 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).

END