The Constitution of the Southeastern Massachusetts Amateur Radio Association, Inc.

Revision 0 – 12/06/2001

PREAMBLE

The purpose of this Association shall be to bring together at frequent intervals those who are interested in amateur radio with the purpose of promoting the cause of amateur radio. This being our purpose, we do hereby form ourselves into the Southeastern Massachusetts Amateur Radio Association. We agree to be open minded and liberal in judgment toward all business conducted during our meetings. We further agree that we shall have no affiliation with any political organization.

ARTICLE I — NAME

The name of this organization shall be the “Southeastern Massachusetts Amateur Radio Association, Incorporated.”

ARTICLE II — ORGANIZATION

A. This Association shall function on a “not for profit” basis.
B. This Association shall be incorporated in accordance with the provisions of Chapter 180 of the General Laws of the Commonwealth of Massachusetts.
C. This Association shall be affiliated with the American Radio Relay League.

ARTICLE III — OBJECTIVES

The objectives of this Association shall be as follows:

A. To unite in one local organization all persons who are actively interested in the art of amateur radio.
B. To provide and encourage the dissemination and exchange of information and techniques pertaining to amateur radio.
C. To encourage all legal forms of amateur radio activity.
D. To promote better public understanding of the aim of amateur radio.
E. To stand ready to assist and cooperate with the public and officials of the American Radio Relay League in time of emergency.

ARTICLE IV — MEMBERSHIP

Section 1 — Types of Membership

There shall be three (3) classes of membership:

A. Life Member
A life member shall be any person interested in amateur radio elected to membership. A life member shall have all the rights and privileges of the Association as outlined in Article IV, Section 3A.

B. Honorary Member
An honorary membership may be granted to any person who in the opinion of the Association membership, has rendered outstanding service to the cause of amateur radio or to this Association. An honorary membership shall be perpetual. Granting or termination of such a membership requires a vote of two-thirds (2/3) of the Association’s members. Written notice to the said honorary member notifying them of the grant or termination of honorary membership shall be made by mail. Honorary members have the rights and privileges outlined in Constitution Article IV, Section 3B.

C. Charter Member
Members whose names also appear on the Charter of Incorporation dated June 26, 1958 shall be deemed Charter Members.

Section 2 — Member in good standing

A member in good standing shall be one who observes and upholds the Constitution and Bylaws of this Association.

Section 3 — Privileges of Membership

A. Life and Charter members in good standing shall have the following Constitutional rights except as provided otherwise in the Constitution and or Bylaws:

1. Vote.
2. Attend and participate in Association meetings and functions.
3. Operate Association equipment if properly licensed.
4. Nominate Association officers.
5. Place motions on the floor for consideration.
6. Run for office and chair or sit on committees.

Such members, by vote, will have the final say in the operation of this Association provided such vote is not in conflict with this Constitution and/or Association Bylaws.

B. Honorary members may only attend and participate in Association meetings and functions and operate Association equipment if properly licensed. Honorary members shall have no vote and cannot place motions, nominate officers or be elected to serve as an officer.

ARTICLE V — ELECTED POSITIONS, TERMS OF OFFICE

Section 1 — Officers

The officers of this Association shall be a President, a Vice-president, a Secretary, a Treasurer, and three (3) Directors. Said seven officers shall form the Board of Directors. All officers shall be Full or Life members in good standing, who are at least twenty-one (21) years of age, and hold a valid amateur radio license. The term of office of all officers shall be one calendar year. Officers may serve unlimited consecutive terms if re-elected by the membership.

Section 2 — Trustees

The Board of Trustees shall consist of five Full or Life members in good standing who are at least twenty-one (21) years of age, who have been members in good standing for at least five consecutive years immediately preceding the year of their election. Trustees must hold a valid amateur radio license. The trustees shall serve a five-year term, one trustee being elected from the membership each year to replace a retiring trustee. The trustee in the last year of their term shall be Chairman of the Board of Trustees. The trustee in the fourth year of their term shall be Secretary of the board and shall also become Treasurer in the event the Association is placed in trust. Trustees may serve unlimited consecutive terms if reelected by the membership.

ARTICLE VI — DISSOLUTION

The Association was approved as tax exempt on June 22, 1977 pursuant to Internal Revenue Service section 501(C)(7). The Association has no shareholders. No part of its net earnings can inure to the benefit of any individual member. In the event the Association is dissolved, the remaining assets shall be donated to the American Radio Relay League Foundation, Inc., an Internal Revenue Service code section 501(C)(3) nonprofit organization.

ARTICLE VII — ANNUAL MEETING

The January business meeting shall be the Annual Meeting. Installation of officers will take place at the beginning of this meeting. The outgoing Treasurer shall give his final report for the previous year. Other outgoing officers may give a final report to the Association at this meeting.

ARTICLE VIII — AMENDMENTS

Amendments to the Constitution or the Bylaws may be submitted in writing at any business meeting. Such requests for amendment must be signed by five or more full members in good standing. The proposed amendments shall be read aloud under the heading of new business. Members shall be notified of the proposed amendment by one or more of the following means:

1. Publication of the proposed amendment in the next issue of the club newsletter immediately following the business meeting where the proposed amendment was read provided the newsletter is mailed at least one week prior to the next business meeting.

2. By US mail within two weeks of the meeting where the amendment was proposed.

3. By E-mail or other electronic means at least one week prior to the next business meeting.

Voting on the proposed amendment shall take place at the next business meeting. A two-thirds majority vote is required for acceptance of an amendment.


The Bylaws of the Southeastern Massachusetts Amateur Radio Association, Inc.

Revision 0 – 12/06/2001

ARTICLE I — MEMBERSHIP

Section 1 — Life member

A. Applicants for life membership shall have a genuine interest in amateur radio, and must agree to uphold and be guided by the Association’s Constitution and Bylaws. Completed applications shall be brought up under “Applications for Membership” (Ratifications) during the next business meeting following submission of the application.

B. When voting on new member applicant(s), any member in good standing may request the removal from the meeting hall of any such applicant(s) present. Such applicant(s) shall be removed only for the portion of the meeting where new applicant(s) are considered and voted upon. Such requests for removal may be made openly on the meeting floor or privately (orally or by note) to the club officer presiding at the meeting.

C. The membership shall vote to accept or reject the application by a show of hands unless any voting member calls for a secret ballot. An approving vote of at least 90% of the voting members present shall be necessary to accept the applicant into membership.

Section 2 — Honorary Member

Any member who believes an honorary membership should be bestowed upon an individual should write a letter addressed to the Association stating the specific reasons such a membership should be bestowed. The letter must be signed by at least five life members in good standing. The letter shall be read and voted upon at the business meeting immediately following its receipt by the Association. Voting on the honorary membership shall be by secret ballot only. A 2/3 vote in favor is required to approve granting of an honorary membership.

Section 3 — Charter Member

Any life member listed on the Charter of Incorporation dated June 26, 1958, shall be deemed a charter member and have the full privileges of life membership.

ARTICLE II — Initiation Fee, Dues

Section 1 — Life Members

All applicants for life membership shall pay an initiation fee as set each year by vote of the membership at the annual business meeting. Applicants not accepted into the Association shall have the initiation fee returned.

Section 2 — Honorary Members

Honorary members shall pay no initiation fee.

Section 3 — Dues

There shall be no dues required for any class of membership in the Association. However, voluntary contributions shall be accepted by the Treasurer from members desiring to donate such funds.

ARTICLE III — OFFICERS DUTIES AND RESPONSIBILITIES

Section 1 — President

It shall be the duty of the President to enforce any and all rules and regulations relating to the administration of the Association. The President shall preside at the monthly business meeting, the meetings of the Board of Directors and any other official Association meetings. The President shall call Special Meetings, either of the entire membership or of the Board of Directors, when necessary or called for. If a question of interpretation of the Constitution or the Bylaws arises at a meeting which would hinder the progress of the meeting, the President will make a determination of the intent of the Constitution or the Bylaws. Any member may call for a vote on the determination. A 2/3 vote in opposition is required to reverse the President’s determination. It shall be the duty of the President to appoint chairmen of all committees.

Section 2 — Vice-president

The Vice-president shall assume all duties of the President in the event the President is unable to fulfill those duties. At each business meeting the Vice-president shall read all correspondence received since the last meeting. The Vice-president shall serve as the Association’s social corresponding secretary and shall be responsible for sending sympathy cards to member’s families.

Section 3 — Secretary

The Secretary will keep a written record of all proceedings at all business meetings of the Association as well as all Board of Director meetings. The Secretary shall perform the duty of Association business corresponding secretary and perform all other duties pertaining to the office of Secretary.

Section 4 — Treasurer

The Treasurer shall collect all moneys payable to the Association and shall be responsible for record keeping of the Association bank accounts. The Treasurer shall keep proper record of all moneys received and paid out by the Association. The Treasurer shall submit the Association books for auditing by the Board of Directors as provided for in the Bylaws, Article IV, Section 1. The Treasurer shall be the Association’s official agent on all external financial and tax matters.

ARTICLE IV — BOARD OF DIRECTORS

Section 1 — Functions and Responsibilities

The seven members of the Board of Directors shall have the responsibility of formulating plans for the betterment of the Association. The board shall be charged with the enforcement of the Constitution and the By-laws, and as such shall sit as a Board of Inquiry on matters involving violations of the Constitution or By-laws, and of any matters involving Association business where it is impractical to bring such matters before the membership.

The board shall also have the responsibility of auditing the books of the Association a minimum of twice a year, during the months of January and July. Other audits shall be at the board’s discretion.

Section 2 — Meetings

The Board of Directors shall meet during the months of January, April, July and October, the date to be determined by the President. Other meetings of the Board of Directors shall be called as directed by the President.

Section 3 — Other Duties

The Board of Directors shall recommend to the membership a suggested sale price of any Association item with an apparent value over $100 that is to be put up for sale. The members, by vote, shall either approve the board’s recommendation or set a revised sale price. Additionally, the membership may vote to otherwise dispose of the item by auction, raffle, or gift.

ARTICLE V — BOARD OF TRUSTEES

Section 1 — Functions and Responsibilities

The primary function of the Board of Trustees shall be the perpetuation of the Association. In the event the Association membership declines to less than ten members, the Board of Trustees shall assume responsibility for the Association and its assets and maintain them in trust until the Association membership is again capable of electing officers and functioning normally. The placing of the Association in trust automatically extends the terms of the five trustees indefinitely until the Association is again functioning normally. Normal functioning of the Association shall resume when the membership consists of ten or more members. Whenever the Association is put in trust, the Trustees shall actively attempt to increase the club’s membership and return the Association to normal functioning. In the event the Association must be dissolved, the Trustees shall act in accordance with the Constitution, Article V.

Section 2 — Majority Vote

In any action required of the Board of Trustees, at least seventy-five percent of the board must vote in favor for the action to be approved.

Section 3 — Vacancies

A. In the event a trustee dies or terminates his membership while the Association is being held in trust, a special meeting of all members must be held as soon as possible for the purpose of filling the vacancy (if possible) with the chairman of the Board of Trustees officiating.
B. In the event a trustee dies or terminates their membership while the Association is functioning normally, the vacancy shall be filled according to procedures as outlined in the Bylaws, Article VI, Section 6.

ARTICLE VI — NOMINATION, ELECTION, AND TERMINATION OF OFFICERS

Section 1 — Nominating committee

The President shall appoint a minimum of three life members in good standing to form a nominating committee. This committee will be appointed in January of each year. No volunteer will be barred from the committee. The term of the committee shall be one calendar year. The committee will prepare a slate of officers for the following year to be presented at the November business meeting. The committee will present additional nominations during the year if required to fill vacant offices.

Section 2 — Nominations

A. Life members in good standing and meeting the requirements of the Constitution, Article V, shall be eligible to be nominated to hold an officer and/or trustee position.
B. Life members in good standing may hold both an officer position and a trustee position concurrently provided they meet the eligibility requirements for each position.
C. Nominations shall be reopened on the night of the election.
D. Write-in candidates shall be permitted provided the candidate meets all requirements for the office sought.

Section 3 — Notification of elections

The slate of nominations for all officer positions shall be posted on the club bulletin board at least three weeks prior to the date of the meeting when elections shall take place. In the case of special elections, the nominations shall be posted on the day of nominations. In addition, all members eligible to vote shall be notified of said nominations and elections by one or more of the following methods:

1. Publication in the Association newsletter
2. U. S. Mail
3. Electronic communications (e-mail, packet, etc.)

Section 4 — Voting Procedure

A. Balloting may proceed only if a quorum is achieved.
B. Election shall be by secret ballot.
C. The President shall appoint three tellers to receive the ballots. The tellers shall collect and count the ballots in the presence of the membership and give the results to the President who shall declare the nominee receiving the majority of the votes cast for each office as being elected to that respective office.
D. Tabulation of the votes shall be posted on the Association bulletin board for at least one month following the vote, and shall be published in the first edition of the club newsletter following said vote.
E. A majority vote of the tellers shall either ascertain the voter’s intent on questionable ballot(s) or declare such ballot(s) invalid. Said vote shall be final and not subject to challenge.

Section 5 — Absentee ballots

A. A life member in good standing may obtain an absentee ballot by written request to the club’s Secretary at least two weeks prior to the day of the elections. The Secretary shall mail requested ballots within 3 days of the receipt of such request.
B. Completed absentee ballots must be received by the Secretary no later than fifteen (15) minutes prior to the meeting when the election is to be held.
C. An absentee ballot shall be considered a legal vote.
D. Any member receiving an absentee ballot shall be checked off the voting list. Once an absentee ballot is issued, the member requesting said ballot can only vote by properly submitting said absentee ballot as provided in this section. No exceptions shall be made to this rule.
E. Absentee ballots will be counted on the first ballot and also on following ballots if more than one ballot is required to elect a nominee to an office.

Section 6 — Vacancies

A. PRESIDENT
In the event the office of President becomes vacant, the Vice-president shall assume the office of President, and a special election held to fill the Vice-president vacancy so created. Should both the office of President and Vice-president become vacant at the same time, the Chairman of the Board of Trustees shall assume the duties of the president until a special election can fill both vacant positions.
B. OTHER OFFICERS
A special election shall be held to fill vacancies of any other office.
C. PROCEDURE
Notice to the membership of any special election to fill a vacant office shall be made within one month of the date of the vacancy. Nominations shall be conducted at the first business meeting following the notice to the membership of said vacancy. Balloting shall be conducted at the following business meeting. Members shall be notified in accordance with the Bylaws, Article VI, Section 3. Nominations may be reopened the night of the balloting.

Section 7 — Termination of officers and chairman

Any officer, board member, trustee or committee chairman unable to discharge their assigned duties must voluntarily resign their position. In the event the individual does not resign their position, the membership, by secret ballot and two-thirds majority vote shall terminate said individual from such office or chairmanship. A special election as provided for in the Bylaws, Article VI, Section 6, shall be held to fill any vacancy so created. The President must appoint a replacement for a terminated committee chairman as soon as possible. Any motion to terminate an official must be in writing, stating the reason for removal, and must be signed by five or more life members in good standing. Action on such a motion shall take place at the business meeting where the motion is presented.

ARTICLE VII — BANK ACCOUNTS, EXPENDITURES AND APPROPRIATIONS

Section 1 — Expenditures and Appropriations

Expenditures and appropriations shall be made only as authorized by membership vote at business meetings. In the event an emergency arises where an expenditure must be made between meetings, the Board of Directors must approve the expenditure. The expenditure shall then be presented for ratification at the next business meeting.

Section 2 — Incoming moneys and payments

Incoming moneys shall be deposited in Association accounts within ten days of receipt. Payment of Association expenditures or appropriations shall be made only by Association check.

Section 3 — Banking

A. BANK ACCOUNTS AND ACCOUNT ACCESS

At least two separate accounts, a checking account and a savings account, shall be maintained at a local banking institution. The President, Vice-president, Secretary and Treasurer shall have their signatures on file at said bank for access to Association accounts. The Treasurer shall perform the normal Association banking duties. The other officers being authorized to act only when the Treasurer is unable to perform his duties. At such time, the Vice-President shall assume the duties of the Treasurer, or in his absence the President shall assume the duties of the Treasurer.

B. CHECKING ACCOUNT

The checking account shall be used to pay the Association bills, appropriations and expenditures. Only one signature shall be required on a check.

C. SAVINGS ACCOUNTS

All moneys in excess of normal operating expenses shall be deposited in one or more savings accounts. Any withdrawal from these accounts shall require two signatures. Such withdrawals shall only be in the form of a transfer to the Association’s checking account so proper records of disbursement may be maintained.

ARTICLE VIII — COMMITTEES

The standing committees of the Association shall be the following:

1. Technical committee
2. Buildings and grounds committee
3. Scholarship committee

The committee chairmen shall select the members of their committee from the membership at large with no member volunteering for service on a committee being refused the right to sit on that committee. Committee meetings shall be called at the discretion of the committee chairman. The President shall appoint Special committees and committee chairmen as needed.

ARTICLE IX — MEETINGS

Section 1 — Business meetings

Regular business meetings of the Association shall be held on the first Thursday of the month at 7:00 PM. Special business meetings may also be called by the President.

Section 2 — Voting

A quorum shall be achieved if ten or more members in good standing are present at the business meeting. Providing a quorum is achieved, a simple majority (50% + 1) in favor of those voting shall be sufficient to pass a motion unless otherwise provided for in the Constitution or Bylaws. For secret ballots, the number voting in favor, the number voting against, and the number of abstentions shall be made a part of the meeting minutes by the Secretary.

Section 3 — Order of business

1. Call to order
2. Salute to the flag
3. Roll call of members present
4. Welcome guests
5. Secretary’s report
6. Treasurer’s report
7. Standing Committee Reports
8. Special Committee Reports
9. Communications
10. Ratification of new members
11. President’s comments
12. Old business
13. New business
14. For the good of the Association
15. Nominations / Elections
16. Adjournment

ARTICLE X — LEAVE OF ABSENCE

A member in good standing may apply by written letter to the Association’s Secretary for a leave of absence for military service or any similar reason. Military leaves of absence shall be granted automatically with no vote by the membership required. All other requests for a leave of absence must be individually considered at a regularly scheduled business meeting under “new business” with final approval by majority vote of the membership at said meeting.

ARTICLE XI — MEMBERSHIP TERMINATION

Section 1 — Resignations

A member may formally resign their membership by written notice to the club’s Secretary. No refund of dues shall be made to the resigning member.

Section 2 — Expulsion of members

It shall be the duty of all Association members who know of intentional defacing or destruction of Association property, or of incidents detrimental to the Association, to report any such events to the Board of Directors in writing. The Board of Directors must hold, as soon as possible after receipt of the complaint, a meeting with the accused and the complainant(s) in attendance. The Board of Directors must investigate fully and impartially the complaint and make their findings and recommendations known at the next business meeting under new business. At that meeting the membership shall determine whether the accused member shall have their membership terminated and whether the Association shall pursue further action against the accused.

ARTICLE XII — ASSOCIATION PROPERTY

Section 1 — Use

A. A life member in good standing shall have access to the Association clubhouse, access to the Association’s transmitters, the use of which shall be limited by the class of license held by that member and by FCC regulations.

B. All operation of Association transmitters shall be under the Association license and using the Association call letters as assigned by the FCC, currently W1AEC. The club station shall be licensed at the highest amateur radio level authorized by the FCC.

Section 2 — Disposal of Property

A. The Board of Directors shall recommend to the membership at a regularly scheduled meeting the disposition of any and all club property they deem excess to the association’s needs.

B. The membership, by vote, shall determine the final method of disposal at said business meeting.

ARTICLE XIII — ASSOCIATION ACTIVITIES AND EVENTS

A. Before the Association may participation in any event (internal or external), such participation must be sanctioned by the membership, formally voted upon at a business meeting, and entered into the business meeting minutes.
B. Use of our Corporate identity as a sponsor of any event or for any other reason must be approved by the membership and entered into the business meeting minutes.

ARTICLE XIV — PARLIAMENTARY PROCEDURE

Robert’s Rules of Order shall be the determining authority on all questions of parliamentary procedure.

ARTICLE XV — AMENDMENTS

These Bylaws may be amended only as provided for in the Association’s Constitution, Article VIII.