Arkansas Valley Radio Club Constitution and By-Laws
Effective August 1, 2024
Preamble
We, the undersigned strive to secure the pleasures and benefits of an association of persons commonly interested in radio communications and call ourselves the Arkansas Valley Radio Club, and referred to herein as “Club”. We enact this constitution as our governing law. It shall be our purpose to further the exchange of information and cooperation between members, encourage new operators, collaborate to further develop operating skills and equipment, and to conduct Club programs and activities that advance the general interest, awareness and welfare of all radio communications including amateur “ham” radio, gmrs radio and any other form of radio communication.
Article I: Membership
Section 1: All individuals interested in radio communications in any of its forms, modes and purposes are eligible for membership.
Section 2: Membership shall not be denied because of race, creed, color, gender, sexual orientation, political affiliation, marital status or any other reason considered to be prejudicial. An Amateur Radio License is not required for Club membership but is required by regulation to hold the offices of Club President, Vice-President, Secretary and Treasurer and three members at large.
Section 3: Applicants for new membership or renewal shall agree to abide by the Club’s Constitution, By-Laws and other application terms, and submit any applicable dues.
Section 4: Membership and renewal applications may be denied by majority vote of the Board of Directors within 30 days of receipt of dues where such course is believed to be in the best interest of the Club, its Members and/or its mission. In the event of such rejection, 100% of the payment accompanying the application shall be offered as a refund.
Article II: Officers, Board and Duties of Office
Section 1: The Board of Directors for the Arkansas Valley Radio Club shall be comprised of Officers including President, Vice President, Secretary, Treasurer plus three additional Members at Large. Each of the officers and members of the board must reside in the Arkansas Valley community.
Section 2: Officers and the Members at Large, shall be elected for a Term of two years by ballot of the Members Attending a meeting, provided there is a Quorum Attending. Elections shall be held during September/October of odd-numbered years. Terms shall begin on January 1st of even-numbered years and shall end on December 31st of odd-numbered years. Officers and board members appointed as mid-Term replacements shall serve out the remainder of the Term of the originally elected Officer. All paid Members and student Members of the age of 18 that have an amateur radio license and in good standing are eligible to be Officers. Non-Members and those less than 18 years of age are not eligible to be Officers. All Club votes require a quorum of the Board but voting may also be open to all paid club members when the Board believes it is in the best interest of the Club
Section 3: The Board is comprised of all Officers and the three members at large serving during their term.
Section 4: The President works with the Board to set clearly-defined goals and objectives
and acts as the Club’s ambassador to other groups and organizations. He/She delegates tasks to Board members, committees and Members to achieve those goals and objectives. President may serve two full consecutive elected terms and may not stand for election again as President until after another member is elected to serve, skipping at least one election.
Section 5: The Vice President clearly understands the role of the President and steps into the role of acting President when the President is temporarily unavailable. The President and the Vice President are a team working closely together to achieve the goals of the Club. Vice-President may serve consecutive terms if elected.
Section 6: The Secretary keeps records of membership, Members Eligible to Vote, attendance, elections, votes and proceedings of all Club meetings and events. Secretary may serve consecutive terms if elected. The Secretary maintains a list of club property in a property book and will keep a list of property checked out. The Secretary nor any member will be held financially responsible for any club property stolen through no fault of their own.
Section 7: The Treasurer keeps an accurate account of all money received and paid out and pays Club-related bills. The Treasurer organizes, keeps records of and provides receipts for membership dues collected from Members and reports those Members in arrears on dues to the Secretary. At least quarterly, the Treasurer submits a report to the membership of transactions. The Treasurer may serve consecutive terms if elected.
Section 8: The Members at Large fulfill such duties as may be agreed amongst the members of the Board of Directors. The Members at Large may serve consecutive terms if elected or appointed.
Section 9: Any Officer may resign from office at any time for any reason. Resigned Officers shall remain Members unless also resigning membership.
Section 10: At departure from office for any reason, the departing Officer shall return all Club property, document archives, account privileges, passwords and documents to the Club in care of the successor Officer or another remaining or successor Board member.
Section 11: Upon mid-term vacancy of any officer position for any reason, a replacement officer may be appointed by a majority vote of the board. Alternately and at the sole discretion of the board, the board may conduct a mid-term nomination and election cycle to select a replacement officer exactly as in a regular election cycle. Whether appointed or elected, such replacement Officer shall serve the remainder of the originally elected or appointed officer’s term.
Section 12: Officers may share or exchange duties on either a permanent or temporary basis by mutual agreement unless objected to by a majority of the seated Board.
Section 13: If an Officer is absent from both physical and virtual/electronic attendance at all announced Board meetings for four or more consecutive months then the Board may, at its option, declare that seat to be abandoned and vacant by a majority vote of the sitting Board members and a replacement appointed for the remainder of the term by majority vote of the sitting board members per the terms of Section 11 of this Article.
Article III: Resignations, Membership Revocations, Removal of Officers
Section 1: Officers, board members and general members may be removed from office and/or membership can be revoked for cause including misappropriation of Club funds or conduct detrimental to the Club and/or Members or detrimental to the Amateur Radio Service in general. Written petition of four or more paid Members or members over the age of 18, or written petition by any two Board members must be presented to the President or Vice-President in order to initiate action. In the case of a petition to remove an Officer the petition must be clear as to whether revocation of Club membership is also petitioned and if this is the case, both matters must be reviewed and voted upon individually.
Section 2: Within 10 days of receipt and upon confirmation that the petition is supported by the required number of Members, the President or Vice President in receipt of the petition will notify all members of the Board including the individual subject to the petition, providing all evidence and materials carried with the petition.
Section 3: The Board will determine a time period for investigation and defense of the petition which shall not be fewer than 7 days nor more than 60 days, and will approve this time period by majority vote of the Board. At the conclusion of this period the Board will vote to recommend either for or against the petition for removal and/or membership revocation. If the individual under petition resigns office and/or resigns membership as proposed by the petitioners, the matter may be closed by majority vote of the remaining Board members.
Section 4: The original petition, the results of the investigation, the defense of the individual under petition and the Board’s recommendation for disposition of the petition shall be presented to the membership at the next regular Club meeting or within 30 days, whichever is less, for a final vote on removal and/or revocation, subject to the advance notice requirement in the following section.
Section 5: The individual under petition and the membership in general will be notified at least 24 hours in advance of the schedule of such vote by the President (or by another Officer in Term if the President is the subject of the petition). Such notifications may be made by email, telephone or in person but shall be recorded by the Secretary or another Officer.
Section 6: At the meeting where a membership vote on removal and/or revocation is to be conducted, a Quorum of Members must be in attendance. The Officer under petition for removal must have an opportunity to speak or provide a written defense. If absentee ballots are to be accepted then the Officer under petition must have been given a chance to provide a defense in writing to absent Members in advance of such absentee voting. Members shall be permitted to vote YES, NO or ABSTAIN on the removal, and the vote shall be recorded by the Secretary. Removal of an Officer and/or revocation of a membership requires that 67% or more of Members in Attendance will have voted YES. In the event that a petition for removal of an Officer is accompanied by a petition to also revoke that Officer’s membership, two votes shall be taken, one on each matter.
Section 7: An Officer of the Club pending removal remains “in Term” until the membership vote is completed.
Section 8: Once the vote is taken and confirmed by the Secretary, the decision on removal and or revocation is final and immediate. The office held by any removed Officer is immediately vacant and remains so until a successor Officer is appointed or elected.
Section 9: Any member may resign membership at any time for any reason.
Section 10: At termination of membership for any reason, each departing member shall return all Club property, document archives, account privileges, passwords and documents to the Club in care of a Club Officer, for which a detailed receipt shall be provided by the Officer.
Section 11: In the event that a membership is revoked, and provided that all Club property has been returned, basic individual or family membership dues that are paid up to date for the current year shall be offered as a refund. Dues paid in excess of the basic individual or family membership dues, such as those for voluntary membership levels, shall be considered a donation to the Club and are not refundable except as noted in Article I of these By-Laws. All other monies or property contributed by leaving member shall be considered a donation and will not be refunded. Membership dues for prior years shall not be refunded.
Section 12: An Officer removed from office remains a member unless membership is resigned or is also revoked by vote. Votes to remove an Officer and revoke membership may be held on the same day. In the event that a vote to revoke membership is affirmed but a vote to remove the Officer is not, the Officer is considered to be removed from office as it is required that Officers of the Club be Members of the Club.
Article IV: Elections and Voting
Section 1: Those Eligible to Vote in elections and membership votes include paid members who are over the age of 18 and are in good standing with the Club and who have registered a valid email address and phone number with the Club Secretary for purposes of receiving notifications of meetings, votes and absentee ballots.
Section 2: For purposes of establishing a Quorum, a count of those Attending for an election or vote shall include all of those Members Eligible to Vote who are physically present plus additional Members Eligible to Vote that are Attending by conference call or video call plus those Eligible to Vote who have submitted an absentee ballot in writing or by email to the Secretary in advance of the scheduled vote. Members submitting absentee ballots to the Club Secretary in advance shall be considered to be Attending.
Section 3: A Quorum shall exist where of at least 51% of the total number of the total Members on the roster who are Eligible to Vote are Attending as defined herein. A Quorum Attending is required for any vote of the membership to take place. The Secretary shall take count and record the count of those Eligible to Vote who comprise the Quorum for any vote. Certain votes, as defined herein, may require a participation in excess of a Quorum.
Section 4: For major votes such as elections, removals from office, ejections, sponsorships or Club dissolution the Secretary shall advise the membership at least 7 days in advance of the meeting and vote and the Secretary shall accept absentee ballots from those unable to physically attend a meeting or vote. Absentee ballots must be delivered by email or physical mail to the Secretary at least 24 hours before the scheduled vote, or as per another reasonable deadline before the scheduled vote that shall be defined by the Secretary. In the case of elections of Club Officers, the period for nominations shall not be less than two weeks.
Section 5: Other Club business such as minutes approval, presented for a membership vote by the Board may be approved by a simple majority vote of Eligible voters Attending or casting absentee ballots without requirement for advance notice of the vote.
Section 6: Approval by a majority of those Attending is required to remove an Officer, revoke a membership or to amend this Constitution and By-Laws.
Section 7: Approval by 67% of all Members on the roster who are Eligible to Vote is required to vote to Dissolve the Club and select one or more charitable institutions to receive Club assets upon dissolution. Thus, participation in the vote by more than the usual Quorum is required for such a vote.
Section 8: In every vote, Members shall be permitted to vote YES, NO or ABSTAIN. The total of votes cast shall include ABSTAIN votes. The percent approving shall include only YES votes.
Section 9: Candidates for elected Club Officer/Board positions are offered for election after nomination by any one member Eligible to Vote and seconded by another member Eligible to Vote. Nominations are organized by the Secretary.
Section 10: In the event of a Club Officer election cycle where a sole candidate for a position is unopposed at the closing of nominations, then no quorum is required and no vote shall be taken and the sole candidate shall be deemed elected.
Article V: Club Call Sign(s)
Section 1: The Club maintains a Club call sign as provided by FCC rules Part 97. The Club President assigns trusteeship of the Club call sign to a member in good standing, who meets FCC requirements and has not had his/her Amateur Radio license revoked or sanctioned at any time. Use of the Club call sign must be approved in advance by the trustee and is subject to FCC rules Part 97.
Article VI: Membership Dues
Section 1: The Board of directors shall, from time to time, propose to the membership a schedule of annual dues and a Club membership vote shall be taken to approve the revised dues according to the terms of Article IV of this document.
Section 2: Where the schedule of dues offers optional membership levels above the level required for basic Club membership for an individual or family, Members may request to focus their contribution in excess of the basic individual or family dues amount to specific purposes such as Field Day, Youth Education, Hospitality, Radio in the Park, Club Equipment etc. for the current year. Where the actual and appropriate need over the course of the year, as assessed by the Board, does not consume the allocated funds then the remainder shall become part of the general fund for the following year. The Club is not rigidly bound by these requests.
Section 3: Annual membership term is from September 1st through August 31st of each year.
Section 4: Formal call for dues will begin August 1st and to remain in good standing dues must be received by the Treasurer by December 31st. Where membership dues are not paid by December 31st, that membership expires.
Article VII: Club Property, Brand and Reputation
Section 1: No person(s), member(s), Officer(s), other club(s), association(s), organization(s) or business(es), etc. shall use the Arkansas Valley Radio Club name, Club logo, motto, equipment or other resources for the purpose of obtaining personal or business benefit in the form of monies, status, reputation, etc. without the express permission of the club board.
Section 2: The Arkansas Valley Radio Club may Sponsor a person(s), member(s), Officer(s), other club(s), event(s), association(s), organization(s) and business(es), etc. to promote the advancement of amateur radio that may result in forms of monies, status or reputation etc., which will be used to pursue the Arkansas Valley Radio Club goals.
Section 3: Sponsorships shall conform to rules and guide lines of the ARRL (American Radio Relay League) and with FCC (Federal Communications Commission) regulations.
Section 4: Sponsorship proposals must be endorsed by unanimous vote of the Board Members.
Section 5: Sponsorships may be terminated immediately by a unanimous vote by the Board to protect the interests of the Club.
Section 6: Internet domains, web/email accounts, trademarks, copyrights and other digital accounts obtained on behalf of and in the name of the Club shall be considered Club property rather than the property of those who organized these accounts and activities on behalf of the Club and any expenditures in organizing these accounts and activities that were not preapproved for reimbursement by the Board shall be considered donations to the Club.
Section 7: Officers and Members may not commit Club monies or resources to any purpose without prior approval by the Board. Expenditures made in advance of such approval may be deemed donations and may not be reimbursed without Board approval.
Section 8: The Board may direct the disposal of unneeded Club property by any reasonable means with the proceeds of any sales directed to the Club treasury. Any sale to Club Members must provide for competitive bidding with announcement to the membership. Items found to be unsalable may be discarded.
Article VIII: Amendments to this Constitution and By-Laws
Section 1: A change (amendment) to this Constitution and By-Laws may be proposed to the Secretary in writing by any Club member. The proposal will be recorded by the Secretary who will notify all other Board members.
Section 2: If endorsed by a majority vote of the Board, the Secretary will organize and conduct a membership vote per Article IV on the proposed amendment.
Section 3: If the amendment is approved by the membership, it takes immediate effect and the Secretary will update document records and notify the ARRL of the amended Constitution and By-Laws. If rejected, the matter is closed.
Article IX: Dissolution of the Club
Section 1: If a majority of the Board votes to recommend that the Club be dissolved and also proposes and approves by majority vote a slate of non-profit organizations to which to donate net assets of the Club, then the Secretary will be so notified.
Section 2: Upon such notification the Secretary will organize a vote per Article IV to obtain the required membership participation and approval to dissolve the Club and to approve the Board’s recommendation of one or more charitable institutions to which to donate the net assets of the Club (the remaining assets after payments of any outstanding debts).
Section 3: If the dissolution is approved by the membership then the Board of Directors shall notify Members, the ARRL, affected institutions and accounts. The Board will manage the payment of outstanding debts and commitments and will administer the disbursement of all the assets of the Club to the non-profit organizations approved by the membership. Members may oversee this process as witnesses.
Section 4: No member of the Club shall receive any benefit from the net assets of the Club.
Section 5: Assets may be disposed of by direct donation, as in the donation of radio equipment to a nonprofit Amateur Radio-related organization and/or by sale or auction with the proceeds donated to those non-profit organizations approved by the membership.
Section 6: The Treasurer will record details, the final dispositions of assets and accounts and distribute a final report to Members.
Arkansas Valley Radio Club – Constitution and By-Laws – Effective August 1, 2024