HIGHLAND LAKES AMATEUR RADIO CLUB
Name and Purpose
The name of the Corporation is the Highland Lakes Amateur Radio Club. The Corporation is a not-for-profit organization. The purpose of the Corporation is to promote the educational, scientific and fraternal aspects of amateur radio and to serve the public interest.
Registered Agent and Office
The name of the registered agent of the Corporation is Michael D. Warner and the address of the registered office is P. O. Box 856, Kingsland, Texas 78639
Membership and Meetings
The Corporation shall have members, who shall be natural persons. The classes of membership may be changed from time to time by majority vote of the members present at any meeting . The initial classes of membership are:
A. Regular membership : Regular membership shall be available to individual licensed amateur radio operators. Regular members shall have full voting privileges of membership in the Corporation.
B. Family membership : Family membership is available to two or more members of the same immediate family, at least one of whom shall be a licensed amateur radio operator. Family membership shall be entitled to full privileges of regular membership and shall be entitled to the number of votes as there are licensed amateur radio operators in the family.
C. Associate Membership : Associate membership shall be available to those persons who are not licensed amateur radio operators who have demonstrated, in the opinion of the membership, substantial interest in or assistance to amateur radio.
All applicants must be approved for membership by a vote of the majority of the members present at any regular meeting. All memberships are for a term of one year, or such other terms as the Corporation may establish, and shall be subject to the payment of annual dues as set by the Corporation. The dues may be changed by a majority of members present at any regular meeting. No vote to change in the amount of annual dues shall be had until after there has been one prior meeting where such change has been discussed.
The Corporation shall hold regularly monthly meetings, except for the months in which there is a conflict with holidays or other special amateur radio events. All business matters except the amendment to the Corporation's Articles of Incorporation and of these bylaws may be conducted by a majority of those voting members present at a regular meeting.
Any officer of the Corporation, or any three voting members who are not officers may call a special meeting of the members when circumstances require. Advanced notice of such special meeting shall be sent to the membership by mail or by internet email to the address maintained by the Corporation.
Voting members may give a written proxy to another voting member to vote on any matter, or on all matters at a regular or special meeting, which proxies must be filed with the secretary of the Corporation prior to the start of any such meeting.
The authorized number of Officers of this Corporation shall be four (4). They shall be the President, the Vice President the Secretary and the Treasurer. Officers must be voting members of the Corporation The number of Directors may be increased or decreased from time to time by amendment to these Bylaws.
The Officers of the Corporation shall be elected annually for a term of two years, by vote of the majority of those voting members present at such meeting. The term of office shall be from January 1 of the first calendar year until December 31 of the second calendar year.
Any vacancy in any office shall be filled by majority vote of the remaining officers. The Officer so selected shall serve until the end of the term of the vacant office to which he was elected.
A. President :. The President is the Chief Executive Officer of the Corporation. The President shall preside at all meeting of the Corporation and shall be responsible for the conduct of the business affairs of the Corporation. The President shall make all appointments to committees.
B. Vice President : The Vice President shall assist the President and shall preside at meetings and conduct the business affairs of the Corporation when the President in unavailable. The Vice President shall be the program and activities director for the Corporation.
C. Secretary : The Secretary of the Corporation shall be responsible for keeping the books, records and minutes of the Corporation. The Secretary shall be responsible for all correspondence to and from the Corporation. The Secretary may appoint one or more assistant secretaries for specific purposes, with the approval of the majority of the officers, to assist in the duties of Secretary.
D. Treasurer : The Treasurer shall be responsible for keeping the financial records and accounts of the Corporation and shall receive funds for and pay funds on behalf of the Corporation. The Treasurer or the President, or both, shall be a signatory on all financial accounts of the Corporation. The Treasurer shall segregate any special accounts from the general accounts of the Corporation.
The Officers of the Corporation shall comprise an executive committee for the purposes of conducting the daily business affairs of the Corporation. They shall report to the general membership at a regular meeting all actions taken by them as an executive committee since the last regular meeting. The executive committee is not authorized to amend the Article of Incorporation or these bylaws.
The Station Trustee: If the Corporation maintains an amateur radio license and the trustee of said license is not an officer, then such trustee shall be a non-voting member of the executive committee of the Corporation.
Any individual Officer may be removed from office with or without cause by vote of the majority of voting members present at any regular or special meeting of the shareholders, provided that reasonable notice of such action is given to the membership by mail or by internet email to each members address at least ten days before the meeting in which such vote to remove is to be taken.
No officer shall receive compensation from the Corporation for serving as an officer. All officers, and regular members, may receive reimbursement for reasonable expenses incurred on behalf of the Corporation as are approved buy the executive committee or by majority vote of the members present at any regular meeting.
Property of the Corporation
The officers of the Corporation shall be the trustees of the Corporations property and shall keep the same until the membership shall vote to dispose of such property according to the laws affecting not-for-profit corporations. The officers are empowered to execute such documents as are necessary to effectuate such disposition according to law and as the member shall direct. The officers are authorized to receive property on behalf of the Corporation and to execute such documents as are necessary to effectuate the receipt of such property, but may not incur any indebtedness on behalf of the Corporation unless authorized by vote of the majority of the membership present at any regular meeting.
Execution of Instruments
The Board of Directors may, in its discretion, authorize an officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the Corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding on the Corporation. The officers may not incur any indebtedness on behalf of the Corporation unless authorized by the majority of the voting members present at a regular meeting.
Non-transferability of Membership
No membership in the Corporation shall be transferrable in any manner to any person, nor shall any membership be pledged, hypothecated or used as collateral or security for any obligation..
Records and Reports
All books and records provided for by law shall be open to inspection of the members from time to time and to the extent expressly provided by law, and not otherwise. The members may examine such books and records at all reasonable times.
Amendment of Bylaws
The power to alter, amend, or repeal these bylaws, or to alter or amend the Articles of Incorporation is vested in the Executive Committee and subject to approval of of the majority of the voting members present at any regular meeting but only after thirty days notice to the each member by mail or internet email to the addresses for each member respectively..
Adopted by the members of the Corporation on , 2002..
ATTEST BY SECRETARY: