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NCARC Bylaws and Articles of Incorporation
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Bylaws
of the ARTICLE I--MEETINGS Section 1--Regular meetings North Coast Amateur Radio Club, herein known as NCARC, shall have twelve (12) regular meetings per year, one per month, at a place and time that is chosen by the trustees. Section 2--Special meetings Special meetings of the members may be held at any time upon call of the president or a majority of the trustees. Section 3--Notice of meetings Notice of all regular meetings shall be included in the NCARC newsletter. Notice of any special meetings will be made during NCARC's nets. Section 4--Quorum One-third (1/3) of the trustees and one-tenth (1/10) of the general membership shall constitute a quorum for the transaction of business at any regular or special meeting of NCARC. Trustees may be counted to meet both the general membership and trustee requirements.
ARTICLE II--TRUSTEES Section 1--Number of trustees The number of trustees shall be thirteen (13), and they shall consist of the following: 1. The officers of NCARC: (a) President (b) Vice president (c) Secretary (d) Treasurer 2. Nine (9) other trustees Section 2--Eligibility All trustees must hold valid amateur radio licenses (of any class) issued by the Federal Communications Commission. Section 3--Election of trustees All trustees are elected by the NCARC general membership. Nominations for expired trustee positions shall be at the regular meeting held in November. All individuals nominated must be present during the November regular meeting to accept the nomination, or must have a letter on file with the NCARC secretary stating their intention to accept such a nomination. The election ballot shall be mailed to all NCARC members following the November regular meeting. The completed ballots must be returned prior to the start of the December regular meeting. The ballots shall be counted at the December regular meeting Section 4--Term Trustees' terms shall begin on January 1 following their election at the previous December regular meeting. Any trustee may be removed from his/her position at any time by a two-thirds (2/3) vote of the general membership. Section 5--Powers of trustees The trustees shall have the control and management of the business, funds and property of NCARC; subject only to the action of the members in meeting assembled. It may promulgate and enforce rules governing the use of the property and privileges of NCARC by its members and appoint standing or special committees of NCARC. No contract, which exceeds $100.00, may be entered into and no disbursement in excess of $100.00 may be made without a majority vote of a quorum of the general members present at a regular or special meeting. The only exception shall be by a majority vote of the trustees in the case of emergency repair needs of NCARC radio communication systems. Section 6--Regular meetings The trustees shall hold four regular meetings per year, during the months of January, April, July and October. The president shall choose the specific date, time and place of these meetings. Section 7--Special meetings Special meetings of the trustees may be held at any time upon call of the president. Section 8--Quorum A majority of the whole authorized number of trustees shall be necessary to constitute a quorum for a meeting of the trustees. However, a majority of the trustees in office shall constitute a quorum for filling a vacancy in the authorized number of trustees or in the officers of NCARC. Section 9--Vacancies Trustees failing to attend three (3) consecutive trustees' meetings without just cause shall automatically be removed and their position declared vacant. Just cause may include, but is not limited to, illness, job, or relocation. In the event of a declared vacant trustee position, the trustees may appoint a member from the NCARC general membership to fulfill the vacancy until the next regular election. Section 10--Bonds No trustee shall be required to have any bond or surety for the faithful performance of their duties with the exception of the treasurer. Section 11--Compensation No NCARC trustee shall be entitled to or shall receive any compensation for attendance at any meetings or any other services rendered to NCARC.
ARTICLE III--OFFICERS Section 1--Composition The officers of NCARC consist of a president, vice president, secretary and treasurer. All officers are also trustees. Section 2--Election of officers The election of officers is handled in the same manner as the election of trustees per Article II, Section 3 of these bylaws. Section 3--Term Officers' terms shall begin on January 1 following their election at the previous December regular meeting, and shall be for a term of one (1) year. The president cannot succeed himself/herself more than once. Any officer may be removed from his/her position at any time by a two-thirds (2/3) vote of the general membership. Officers shall, at the expiration of their term, removal from office, or vacancy of office, turn over all club properties and records in their possession to their successor. Section 4--Duties The officers shall perform the following duties: (a) President. The president shall preside at all meetings of members and trustees, and perform generally all duties usually incident to such office, and such other and further duties as may from time to time be required by the members or trustees. (b) Vice president. The vice president shall perform all the duties of the president in case of the latter's absence or disability. In case both the president and vice president are absent or unable to perform their duties, the members or trustees, as the case may be, may appoint a president pro tempore. (c) Secretary. The secretary shall keep an accurate record of all transactions of the members and trustees. The secretary shall give all notices required by law and all notices provided by the bylaws of NCARC. The secretary shall keep a proper secretary's book, and shall properly record therein all minutes of members' and trustees' meetings, and such other matters as shall be proper and necessary. (d) Treasurer. The treasurer shall receive and safely keep all moneys, rights and chooses in action belonging to NCARC, and the same shall be disbursed under the direction of and to the satisfaction of the trustees. Proper vouchers shall be taken for all such disbursements. It shall be the treasurer's duty to keep an accurate account of the finances of NCARC on the books of NCARC prepared and furnished for that purpose, and all books shall be open for inspection and examination by the trustees or any committee of the members appointed for that purpose. The treasurer shall render an account of the standing of NCARC at the regular meetings of the members and at such other times as the trustees may require. The treasurer shall perform all such other and further duties as may be required by the president or trustees.
ARTICLE IV--MEMBERSHIP Section 1--Classification There shall be two classes of members, individual and family. Both classes of members shall be eligible to hold office and entitled to vote at meetings of NCARC. Section 2--Individual members Individual members may include any person who is interested in the advancement of NCARC's purposes as stated in the Articles of Incorporation. Section 3--Family members Family members may include any person who is interested in the advancement of NCARC's purposes as stated in the Articles of Incorporation, is a relative of an individual member, and resides at the same address as the individual member. Section 4--Membership dues The membership dues of NCARC shall be determined by action of the members in meeting assembled. Section 5--Voting A majority vote of a quorum shall rule in all actions taken at meetings, except for Article V--Amendment of Bylaws, and Article II, Section 4 and Article III, Section 3, relating to removal of an officer or trustee.
ARTICLE V--AMENDMENT OF BYLAWS Bylaws may be adopted, amended or repealed by the members by a two-thirds (2/3) vote of the members in attendance at a general meeting. Written notification of a proposed amendment to the bylaws must be mailed to all members no later than fourteen (14) days prior to the meeting at which the proposed amendment is to be acted upon. The officers of NCARC shall ensure that copies of the proposed amendment are available for inspection.
ARTICLE VI--PARLIAMENTARY AUTHORITY "Robert's Rule of Order, Revised" shall govern any situation at meetings not specifically covered by these bylaws.
ARTICLE VII--INDEMNITY (a) Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed cause of action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than a suit by or in the right of NCARC) by reason of the fact that the person is or was a trustee, officer, member, or agent of NCARC, or is or was serving at the request of NCARC as a trustee, officer, member, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be Indemnified by NCARC for expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such cause of action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of NCARC, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any Action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of NCARC, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful. (b) Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed cause of action or suit by or in the right of NCARC to procure a judgment in its favor by reason of the fact that the person is or was a trustee, officer, member, or agent of NCARC, or is or was serving at the request of NCARC as a trustee, officer, member or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified by NCARC against expenses (including reasonable attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of NCARC. However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of the person's duty to NCARC unless, and only to the extent that, the court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. (c) Any indemnification under sections (a) and (b) (unless otherwise ordered by a court of competent jurisdiction) shall be made by NCARC only as authorized in the specific case upon a determination that indemnification of the trustee, officer, member, or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections (a) and (b). Such determination shall be made (1) by the trustees by a majority vote of a quorum consisting of trustees who were not parties to such action, suit, or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested members so directs, by independent legal counsel in a written opinion. Notwithstanding the provisions of sections (a) and (b) of this Article, to the extent that a trustee, officer, member, or agent of NCARC has been successful on the merits, or otherwise, in defense of any action, suit or proceeding referred to in such sections, or in the defense of any claim, issue, or matter therein, the person shall, in any event, be indemnified against expenses (including reasonable attorneys' fees) actually and reasonably incurred by the person in connection therewith. (d) Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by NCARC before the final disposition of such action, suit, or proceeding. Such expenses may be authorized by the trustees in a specific case only upon receipt by NCARC of an undertaking by or on behalf of the trustee, officer, member, or agent to repay any such amount unless it shall ultimately be determined that the person is entitled to be indemnified in such amount by NCARC. (e) The indemnification provided by this Article Seven shall not be deemed, exclusive of any other rights to which those seeking indemnification may be entitled by any law of the State of Ohio, bylaw, agreement, vote of members or disinterested trustees, or otherwise, both as to action taken in the person's official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a trustee, officer, member, or agent and such rights shall inure to the benefit of such Person’s heirs, executors, and administrators. |
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Articles
of Incorporation of the
The
undersigned, a majority of whom are citizens of the United States,
desiring to form a
FIRST.
The name of the corporation shall be:
SECOND.
The place in Ohio where the principal office of the corporation
THIRD.
Said corporation is organized exclusively for charitable,
FOURTH.
The names and addresses of the persons who are the current
Glenn
J. Christman
Robert
W. Mills
David
T. Curry
Rollin
H. Randolph
Richard
A. Dell
Pauline
J. Wells
Dirk
Gastaldo
Richard
G. Wells
Peter
Harmon
Stephen
W. Wolf
Thomas
A. Kopcak
Edward
J. Zorn
Shirley
A. Lantz
FIFTH.
No part of the net earnings of the corporation shall inure to the
SIXTH.
Upon the dissolution of the corporation, assets shall be
IN
WITNESS WHEREOF, We have hereunto subscribed our names, this seventh _________________________________ Glenn J. Christman _________________________________ Robert W. Mills _________________________________ Richard G. Wells _________________________________ Stephen W. Wolf
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Updated 10/17/2008
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