Santa Clara Valley Repeater Society
By-Laws June 1987 Incorporated 1965
Table of Contents
Article I Name of the Society
Article I. Name of the Society
The name of the Corporation shall be the SANTA CLARA VALLEY REPEATER SOCIETY , hereinafter referred to as the "Society", and said name shall be the exclusive name of the Corporation for the transaction of all business and corporate matters, unless appropriate amendments to the Articles of Incorporation are made.
Article II. Purpose
Section 1. Primary Purpose.
The specific and primary purposes for which this Corporation is formed are to promote the achieving of scientific advancement in the field of radio communications, primarily in the field of amateur radio: to provide public service and emergency communications facilities as a community service in times of disaster or necessity: and to educate the public through the collection and dissemination of ideas through our association and the instruction and training of the public and other amateur radio operators in the areas of radio communication, public service, and emergency preparedness.
Section2. Additional Purposes.
In addition to the primary purpose stated above, this Corporation is formed for the purposes of promoting, maintaining and furthering in Santa Clara County and surrounding areas, an active interest in amateur radio above 50 Megahertz to own, manage and operate a UHF and VHF repeater station or stations as the Society might from time to time establish for the use of all qualified amateur radio operators: and to carry on such other business as permitted by the Articles of Incorporation.
This Corporation shall obey all federal laws, rules and regulations, including, but not limited to, the current Rules and Regulation. of the Federal Communications Commission, and all communications facilities, equipment, and procedures shall be in full compliance therewith.
The members of the Society may suspend or revoke the membership of any of the Society's members at any General Meeting of the Society, after investigation and report by the Board of Directors, with the opportunity during the investigation and General Meeting for defense by the member being considered for suspension or revocation. Such revocation or suspension shall be in accordance with policies established by the Board of Directors.
Number, Tenure & Qualifications
There shall be nine (9) Directors of the Corporation, consisting of the President, Vice-President, Secretary, Treasurer and five (5) persons elected from the membership. Each Director shall be a member of the Society and must be at least eighteen (18) years of age. Those members who hold the office of President, Vice-President, Secretary or Treasurer shall be Directors as stated above only during their respective terms of office as officers of the Corporation. The remaining Directors shall serve for a term of two (2) years, with the terms for the remaining Directors to be staggered such that three such Directors shall commence on the date of the annual meeting on odd-numbered year-, and the remaining Directors terms shall commence the date of the annual meeting on even-numbered years.
The annual meeting of the Board of Directors shall be held the Thursday following the annual formal corporate meeting of the Society at the home of the President. This meeting may be held at different times and places as determined by the President or the Board of Directors by resolution, providing proper notice or consent is given to or received from each member of the Board of Directors. Special meetings of the Board of Directors may be called by the President, Vice-President or by two Directors upon notice in writing to each Director, mailed at least seven (7) days before said meeting, or with the consent of each Director.
Meeting Quorum and Agenda.
Five Directors shall constitute a quorum at a meeting of the Board of Directors for the transaction of business, except that fewer than five Directors shall constitute a quorum for a motion for adjournment, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be binding on the Society. The President shall prepare the agenda for the meeting. Any matter submitted in writing to the President at least one (l) day prior to the meeting by not less than (5) members or the Grievance Committee shall be placed on the agenda for that meeting. Any matter which is recommended to the Board of Directors for consideration by the general membership at a regular meeting shall be placed on the agenda of the next board meeting by the President, and be heard and acted upon before the meeting is adjourned.
Any vacancy occurring on the Board of Directors shall be filled from the membership by the Board of Directors within thirty (30) days of the vacancy. A member so appointed shall hold office until the next general election.
A Director elected to serve a two year term on the Board of Directors may serve only two (2) consecutive terms, for a total of four (4) years; however, such a Director may run for election at the annual meeting following the annual meeting at which his second term expired, and may again serve two consecutive term, if so elected.
The President shall be the chief executive officer of the Society and shall have the general supervision and direction of the business and affairs of the Society, subject only to the restrictions herein contained and the resolutions of the Board of Directors. The President shall:
a. Preside at all meetings of the membership, Board of Directors and the operating procedures committee. Co-chair, with the Trustee, the operating procedures committee.
b. Employ and discharge, subject to approval of the Board of Directors, such agents and employees as the business of the Society shall from time to time require, and prescribe the duties, terms of employment and compensation of any such employees.
c. Sign, with the Secretary or other officer of the Society authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, leases, bank instructions, or other instruments which the Board of Directors have authorized to be executed.
d. Exercise such other powers and perform such other special duties as may be prescribed from time to time by the Board of Directors.
e. Be an ex-officio member of al1 committees of the Society.
f. Prepare all agenda for the general membership and Board of Directors meetings.
In the absence of the President, or in the event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and shall also perform such other duties as may be prescribed for him from time to time by the Board of Directors when not performing the duties of President. If the office of President shall become vacant, the Vice-President shall automatically become the President and shall have all the duties, responsibilities and privileges of that office.
The Secretary shall perform the following duties. Failure to reasonably do so shall result in immediate removal upon a vote of two-thirds of the Board of Directors or by the membership as provided in Section 6 of this Article:
a. Maintain copies of the Articles of Incorporation, Bylaws, Operating Procedures, and Board of Directors resolutions and policies, along with a copy of the station license(s), minutes of meetings of the membership and Board of Directors, and the membership book of the Society, and such other documents and records.
b. Record all minutes of all meetings of the Society, except the meetings of the various committees, and shall transcribe said minutes to typewritten form and place same in the minute book not more than twenty (20) days after the meeting being recorded.
c. Shall allow inspection of the copies of the documents listed under sub-section a. hereinabove by any member of the Society upon reasonable prior notice.
d. Keep the corporate seal of the Society and affix the seal to all papers and documents requiring a seal.
e. Shall give all notices as required in these Bylaws.
f. Perform all correspondence assigned by the officers or Directors and perform such other duties incidental to the office or which are prescribed by law or which are directed by resolution of the Board of Directors.
g. Make a list of the members present at each meeting to establish presence of a quorum, and perform such other duties as assigned elsewhere in these By-laws.
The Treasurer shall, if required by the Board of Directors, give a bond for the faithful discharge of the following duties in such sum and with such surety or sureties as the Board of Directors shall determine, and shall perform the following duties:
a. Have charge and custody of, and be responsible for all funds and securities of the Society, receive and give receipts for monies due and payable to the Society from any source whatsoever, and deposit all such monies as provided hereinafter in these Bylaws.
b. Keep and maintain, open to inspection by any member at all reasonable times, adequate and correct accounts of monies, property and business transactions of the Society, including all matters required by law, in proper form and manner.
c. Disburse the funds of the Society as he may be ordered by the President or Board of Directors.
d. Render to the President, Secretary or the Board of Directors, whenever they may require it, an account of all transactions as Treasurer, and a financial statement in a form satisfactory to them showing the financial condition of the Society.
e. Prepare a statement of the financial transactions of the preceding year and present same to the Financial Review committee at least thirty (30) days in advance of the annual meeting.
f. Perform such other duties as may be prescribed by these Bylaws, the Board of Directors, President, Secretary, or as required by law.
Recall of Officers.
Upon presentation of a petition from twenty (20) percent or more members to the Board of Directors requesting recall of a certain officer or Director of the Society, the Board of Directors shall order the Secretary to mail a ballot to each member stating the question of whether such officer or Director should be recalled from office. Such ballots shall be counted in the same manner as provided hereinafter for the election of officers and Directors. If two-thirds (2/3) of the ballots cast are in favor of recall, the officer or Director being balloted upon shall immediately and automatically cease to serve in such capacity.
Term of Office.
The term of office of the President, Vice-President, Secretary and Treasurer shall be one year, or until successors are elected, commencing with their election at the annual meeting. No officer shall serve more than four consecutive terms in any one office.
Article VII. Trustee of License(s)
Term of Appointment.
He shall serve as the Trustee of the License(s) under the Federal Communications Commission rules and regulations from the date of appointment by the Board of Directors until the expiration of the Society's amateur radio station license(s), unless he is earlier removed by the Board of Directors or tenders his resignation.
He shall be responsible for compliance with all Federal Communications Commission rules and regulations and act, with the President, as co-chairperson of the operating procedures committee.
At the general meeting six (6) months prior to the expiration of the Society's amateur radio license, the membership shall be notified and the position of Trustee reviewed. The Board of Directors shall consider all members who are interested in the position of Trustee. The newly appointed Trustee shall file the necessary license applications at least ninety (90) days prior to the expiration of the license(s).
Article VIII. Committees
All committees necessary to the administration of the Society shall be appointed by the President and shall serve at his convenience. At the President's discretion, there shall be the following committees:
Construction & Maintenance.
This committee shall supervise the design and construction of all equipment for use by the Society, assist in procurement of needed supplies, maintain, or cause to be maintained in proper working order all of the electronic and associated facilities of the Society.
This committee shall establish the radio operating procedures and methods to facilitate the use of the Society's radio equipment by more amateurs without causing interference with each other or to other services and shall make available, in written form, a pamphlet entitled "Operating Rules and Procedures" to all amateur radio operators requesting it.
This committee shall process all applications for membership in the Society and shall establish and carry out procedures for encouraging renewal of memberships and new memberships in the Society.
This committee shall be appointed not less than four (4) months prior to the annual meeting. This committee shall survey and study the possible candidates to fill vacancies to be created by the expiration of terms at the next annual meeting, and shall, not less than sixty (60) nor more than seventy-four (74) days prior to the next annual meeting, recommend to the President at least two (2) candidates for each vacancy to be filled at said annual meeting. Each candidate selected shall have indicated their willingness to serve. Any member who desires to be named in said recommendation shall be so named if they submit their name to the committee at least seventy-five (75) days before the annual meeting.
This committee shall consist of members who are familiar with accounting principles, and shall be appointed each year not less than ninety (90) days before the annual meeting. This committee shall examine the Treasurer's annual financial statement of all receipts and expenditures and present said statement to the membership at the annual meeting after verifying and certifying its authenticity.
Study and review the Bylaws of the Society and make recommendations to the Board of Directors concerning proposed additions, deletions or amendments.
Examine all complaints concerning misconduct of officers, Directors, members or other persons utilizing the Society's facilities, as well as investigate any matters concerning the Society which they feel need investigation. All investigations and sources of information shall be confidential, but the results and recommendations of the committee shall be reported to the Board of Directors, and, where appropriate, to the membership.
Interpret the California Corporations Code, California Revenue & Taxation Code, the Society's Articles of Incorporation, Bylaws, Operating Procedures, and all legal documents to be executed by the Society, and advise the Society of same where applicable, to insure that the actions of the Society are legal and proper. This task should be performed by members of the Society who are familiar with the corporate law of the State of California.
This committee shall prepare and maintain the inventory of the Society's property and make recommendations to the Board of Directors regarding how property of the Society shall be maintained and utilized.
This committee shall consult with the Construction and Maintenance Committee, the Board of Directors, and the Membership to prepare and maintain a list, including priorities, of equipment and supplies needed or desired by the Society. This Committee shall actively seek donations to the Society of equipment and supplies, or funds for their acquisition, and funds for general operation.
This committee shall recommend to the Board of Directors a schedule for publishing newsletters, seek advertisers, and actively prepare, publish, and distribute on a timely basis newsletters containing information of general interest to the membership. Newsletters shall also be distributed to non-members, as authorized by the Board of Directors, to accomplish the purposes of the Society.
Article IX. Election of Officers and Directors
The nominating committee shall submit to the President the names of candidates for each vacancy scheduled to occur at the next annual meeting, as provided for in Article VIII, Section 5.
The Secretary shall prepare the ballot, and for each office to be filled, shall show the names of the candidates for that office arranged alphabetically, leaving spaces for write-in names on the ballot. The Secretary shall only list names pursuant to Article VIII, Section 5, An absentee ballot may be obtained from the Secretary by a member who will be unable to attend the meeting because of extenuating circumstances, but said ballot must be obtained from and returned to the Secretary prior to the election. No proxy voting is permitted. All nominees will be introduced at the annual meeting and given an opportunity to state their qualifications. Voting will be by secret ballot, and the Secretary shall certify the eligibility of the voters. The President shall appoint three (3) members of the Society who are not candidates, who shall immediately tally the vote following the close of the polls and who shall report the results of the election, including the number of votes cast for each candidate, to the membership before the close of the annual meeting.
In the event that the tally shall result in a tie between two or more candidat es, a second ballot, consistin g of only the names of those candidat es who tied, shall immediat ely be cast, and the candidat e with the most votes shall be deemed elected.
Voting - General
On all matters requiring ratification by the membership, legal notice shall be mailed to each member within the time limit required by law. Such legal notice shall include an absentee ballot, and may be enclosed in the Society's newsletter or under separate cover. Absentee ballots must be in the possession of the Secretary at the time of voting.
Meeting of Members
Section 1. General Meetings.
General meetings of the Society shall be held the third Friday evening of each month, time and place as selected by the President. These meetings shall be held within the County of Santa Clara, State of California.
The annual formal corporate meeting of the Society shall be the same meeting as the general membership meeting in June of each year, and shall be held, unless otherwise determined and noticed by the Board of Directors, on the third Friday evening of June of each year, at 7:30 P.M., at the Red Cross Building, located at 333 McKendrie, San Jose, California, and this statement shall be deemed notice thereof. During the course of this meeting, the officers and Directors shall be elected and commence their term of office.
Special Meetings. Section 4.
Special meetings of the membership for any purpose or purposes may be called at any time by the President or by any two (2) members of the Board of Directors, or by written petition to the President signed by not less than fifteen percent (15%) of the members of the Society. Such meetings will be held at such time and place as designated by the person(s) calling the meeting.
No meeting of the membership of the Society shall transact business unless a quorum of members is present or represented by absentee vote on file with the Secretary. A quorum is 10% of the membership.
Article XII. Finances
Dues shall be set by the Board of Directors and ratified by the membership. Such dues shall be due and payable in advance, on or before the first day of March each year. The Board of Directors shall have the power to establish individual exceptions or special rates when in their opinion such would be in the best interests of the Society.
All funds of the Society shall be deposited from time to time to the credit of the Society in such bank, banks, trust companies or other depositories as the Board of Directors may select, and funds of the Society shall be disbursed by the Treasurer as permitted by these Bylaws by checks signed by the Treasurer, President or Vice-President.
Article XIII. Insurance
Article XIV. Amendment of Bylaws
Article XV. Dissolution
Upon dissolution of the Society, the Board of Directors shall, after making provision for the payment of all liabilities of the Society, dispose of all assets of the Society in a manner consistent with the Articles of Incorporation and applicable state and federal laws and regulations.
Article XVI. Compensation
Article XVII. Offices
The principal office of the Corporation for the transaction of business shall be located in the County of Santa Clara, State of California, and shall coincide with the residential address of the Trustee of the Society, unless otherwise designated hereafter by the Board of Directors.
Article XVIII. Rules of Order
All meetings of the membership and the Board of Directors shall be governed by "Robert's Rules of Order", as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Articles of Incorporation of the Society, its Operating Procedures, or with law.
last revision 6/94
Last Update 2-23-00 ggm