ARTICLE 1: PURPOSE
The Robeson County Amateur Radio Society, Inc. is a 501(c) 3 non-profit organization incorporated under the laws of the State of North Carolina. It is the purpose of this corporation, as a charitable corporation, to develop, implement, and maintain communication systems and equipment to be used by amateur radio operators during times of emergency or disaster in such a manner a would best contribute to public safety and service of the community; and, to contribute to the safety and welfare of the public during times of communication overload or breakdown by enabling the governmental and public services agencies of Robeson County, North Carolina, to avail themselves of the benefit of these systems of communication as implemented by amateur radio operators licensed by the Federal Communication Commission and trained in emergency operations.
ARTICLE II: OFFICERS
1. The officers of this corporation shall be as follows: President, Vice-President, Secretary, Treasurer, and such other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.
2. Each officer shall be elected by a majority vote of the Board of Directors, and each officer shall hold office for two years unless the death, resignation, retirement, removal or disqualification of said officer shall require his successor to be elected and qualified.
3. Any officer so elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby.
4. Any officer may resign at any time by giving written notice to the Board of Directors, or to the President of Secretary of the corporation. Any such resignation shall take effect upon its acceptance by the Board of Directors or by the President of Secretary of the corporation.
5. A vacancy in any office because of death, resignation, removal or disqualification, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed by these By-laws for regular appointments or elections to such offices.
ARTICLE III: DUTIES OF OFFICERS
1. The President shall preside at all meetings of the general membership of the corporation. He is charged with the responsibility of conducting the meetings in accordance with the provisions of these By-Laws. He is to decide questions of order and polity in the meetings. He is to require due observance of the Articles of Incorporation and the By-Laws of this organization. He is to perform all the duties that normally pertain to this office in conformity with the Articles of Incorporation and the By-Laws. He shall give a report at the annual general meeting.
2. The Vice-President shall assume all the duties of the President when the President is absent or unable to act. He shall take the chair when requested to do so by the President.
3. The Secretary shall keep accurate records of all meetings and actions of the general membership and of the Board of Directors in a book dedicated to that purpose. He shall present the minutes of each previous meeting to the respective body for its approval, and these minutes shall then be signed and attested by him. He shall be responsible for all correspondence of the corporation and keep a proper file thereof, bringing pertinent correspondence to the attention of the Board of Directors at each meeting. He shall maintain the corporate seal. He shall generally perform all the duties that regularly derive from this office. He shall report at the annual general meeting.
4. The Treasurer shall maintain the financial records of the corporation in a neat and proper fashion, and these records shall be open to inspection by any member of the corporation at any reasonable time. The monies of the corporation shall be kept by him in a local bank of good and sound reputation. The Treasurer shall pay all just and legal debts owed by the corporation as he is directed by the Board of Directors and collect all debts owed to the corporation. He shall retain and file all cancelled checks, statements and receipts. The Treasurer shall give a financial report to the Board of Directors at the beginning of each quarter of the year; and after his books have been delivered to the Board of Directors for a thorough audit he shall render a full financial statement to the general membership at each annual meeting. The Treasurer shall be responsible for answering any and all inquiries from Federal or State taxing authorities.
ARTICLE IV: DIRECTORS
1. The business and affairs of the corporation shall be managed by its Board of Directors.
2. The number of directors constituting the Board of Directors shall be no more than seven. The number of directors may be changed by an amendment to these By-Laws, but the number of directors on the Board should never be fewer than five. [See amendment dated 2-20-97at the end of this document.] The Charter Directors will serve a term of five years, after which time a system of staggered terms will be put into place. Each director may be reelected at the end of his term. Each director must be a resident of Robeson County.
3. Except as provide in number 5 of this Article IV, the directors shall be elected by the general membership at the annual meeting. Those persons who receive the highest number of votes shall be deemed to have been elected.
4. Any director may be removed at any time with or without cause by a vote of the majority of the members entitled to vote at an election of the directors. If any directors are so removed, new directors may be elected at the same meeting.
5. Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of the majority of the remaining directors even though less than a quorum, or by the sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of any increase in the authorized number of directors shall be filled only by an election at an annual meeting or a special meeting of members called for that purpose.
6. The chairman of the Board of Directors, and other Board officers, shall be elected by the directors from their number at any meeting of the Board. The chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.
7. An annual meeting of the Board of Directors shall be held at least one week prior to the annual general meeting each year at a time and place to be determined by the Board of Directors.
8. If a special meeting of the Board of Directors is needed, the Chairman may call it on his own initiative. If requested by two or more directors to call a meeting, the Chairman shall proceed immediately to do so in accordance with the terms of Article IV, 9 below.
9. Regularly scheduled meetings of the Board of Directors may be held without prior notice. The person or persons calling a special meeting of the Board of Directors shall, at least one week before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called.
10. Any director may waive notice of any meetings as may be allowed by law. The attendance by the director at a meeting shall constitute a waiver of notice of such meeting unless prohibited by law.
11. Four of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. [Amended 2-20-97]
12. Except as otherwise provided in these By-Laws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Action taken by the majority of the directors without a meeting is nevertheless board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the board, whether done before or after the action is taken. Vote by written proxy given into the hands of the secretary before the meeting is allowed. At any meeting the Board may also vote to meet again on its own adjournment.
13. The Board of Directors shall be charged with the responsibility of appointing and overseeing the individual trustees of the various repeaters owned or controlled by the corporation, but all in conformity with an agreement executed between Danny Hampton and James B. MacLeod.
ARTICLE V: MEMBERSHIP
1. Inasmuch as the corporation must rely on technically trained personnel to function, particularly in situations requiring emergency communications, those in the general community who are eligible to be members in the corporation are those licensed amateur radio operators who are members in good standing of the Robeson County Amateur Radio Emergency Service which is a public service arm of the American Radio Relay League, and members in good standing of ARRL. ARRL dues will be paid through RCARS.
2. The annual fee for membership is twenty dollars due on the date of the annual meeting of members in January of each year. Those joining anytime from January to June will pay the entire twenty dollars; those joining anytime from July to December will pay ten dollars. Failure to pay dues on time means immediate loss of membership unless prior arrangements are made. A family membership for people living in the same household will be thirty-five dollars a year. Both ARRL and RCARS dues will be due at the same time.
3. The annual meeting of the membership shall be held in the month of January of each year primarily for the purpose of electing directors of the corporation and for the transaction of such other business as may properly be brought before the meeting. The day fixed for the annual meeting of the membership shall be determined by the Board.
4. Meetings of the general membership of the corporation shall be monthly unless the Board deems it necessary to change them. They will be held at a time and place to be set by the Board of Directors, such time and place to be in conformity with the wishes of the majority of the membership.
5. The membership of the corporation may be called to meet on other occasions by the Chairman of the Board. Written notice sent by the secretary five days prior to the meeting is required for any such meetings. Only those matters stated in such a call for this meeting can be considered.
6. Whenever requested by one-fourth of the membership or by ten members, whichever number is smaller, the President shall call a meeting of the membership not less than five days and not more than ten days after such request has been made and after notice has been sent to all the members of the corporation.
7. One-fourth of the membership of the corporation or ten members, whichever number is smaller, shall constitute a quorum for the general membership to convene a meeting at which business may be transacted in the name of the corporation. A simple majority is required for action to be taken on behalf of the corporation by the membership in a duly constituted meeting. At any meeting the general membership may also vote to meet again on its own adjournment.
8. Inasmuch as the purpose of the Robeson County Amateur Radio Society, Inc. is to be a publicly supported, non-profit organization, the general membership will pledge to support by word and deed the solicitation of funds and goods as is necessary for the support of its activities as delineated in the purpose stated at the beginning of this document. Such support will be agreed to by the payment of annual dues.
ARTICLE VI: AMMENDMENTS
These By-Laws may be amended by a two-thirds vote of the general membership at any regular or called meeting as long as the purpose is stated in the notice duly given for the meeting, all in conformity with the general provisions for law regarding the amendment to the By-Laws for non-profit corporations.
AMENDMENTS TO THE BY-LAWS OF
ROBESON COUNTY AMATEUR RADIO SOCIETY, INC.
Amendment 1. Article IV.2. The phrase “but the number of directors on the Board should never be fewer than five…” is deleted so that the article shall read as follows:
“The number of directors constituting the Board of Directors shall be no more than seven. The number of directors may be changed by an amendment to these By-Laws. The Charter Directors will serve a term of five years, after which time a system of staggered terms will be put into place. Each director may be reelected at the end of his term. Each director must be a resident of Robeson County.
Amendment 2. Article IV.11. The phrase “Four of…” is changed to “A simple majority of…” so that the article reads as follows:
“A simple majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.”