Bylaws – Northern Berkshire Amature Radio Club

BYLAWS OFTHE NORTHERN BERKSHIRE AMATEUR RADIO CLUB INC.
Amended by vote January 22, 2012

ARTICLE I – General
§ I -1: PURPOSES The purposes for which this corporation is formed are set forth in the Articles of Organization.
§ I – 2: POWERS This corporation shall have, and may exercise in furtherance of its corporate purposes, the powers more particularly set forth in General Laws, Chapter 180, Section 6, including the power to convey land to which it has legal title.

ARTICLE II – Members
§ II -1: QUALIFICATION OF MEMBERS No person shall be eligible for membership or shall remain a member unless they hold a valid and current amateur radio license for any class issued by the Federal Communications Commission, or a valid Certificate of Successful Completion of Examination (CSCE) qualifying for such a license.
§ II -2: CLASSES OF MEMBERSHIP The corporation shall have three (3) classes of members pursuant to General Laws, Chapter 180, Section 3, whose designation, the manner of their qualifications and rights, including voting rights, of the members of each class are as follows:
1) Individual Membership An individual member shall have full voting rights on all business that may properly come before any meeting of the corporation, and shall be eligible for election to any club elective office.
2) Family Membership Any two or more persons living in one household who otherwise qualify for membership shall receive a family membership after written application. Any eligible member of a family membership group shall have the same rights and privileges as an individual member.
3) Student Membership A student member shall be any person enrolled as a full time student in any school. A student member shall have the same rights and privileges as an individual member.
§ II – 3: PERIOD OF MEMBERSHIP Membership shall last for a period of 12 months beginning from the first day of January each year. Members joining the club after January first shall pay a fee pro-rated for the period between joining and January first of the following year.
§ II – 4: MEMBER IN GOOD STANDINGA member in good standing shall be a member whose dues have been paid for the current fiscal year.
§ II – 5: PLACE OF MEETINGS Meetings of members shall be held within the Commonwealth of Massachusetts, at the principal offices of the corporation unless a different place is fixed by the Directors and stated in the notice of the meeting.
§ II – 6: ANNUAL MEETINGS The annual meeting of the members shall be held on the last Sunday of November in each year at seven o’clock in the evening unless a different hour and/or date is fixed by the Directors and stated in the notice of the meeting. The purpose for which the annual meeting and/or any other membership meeting is or are to be held, in addition to those prescribed by law, by the Articles of Organization or by these Bylaws, may be specified by the Directors. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof. Any action taken at such a meeting shall have the same effect as if taken at the annual meeting. Proceedings shall be governed by Parliamentary Procedure.
§ II – 7: REGULAR MEETINGS In addition to the annual meeting, there shall be no fewer than six (6) regular membership meetings. Meetings of the members may be called by the Directors and shall be called by the Secretary, or in the case of death, absence, incapacity or refusal of the Secretary, by any other Officer upon written application of three (3) or more members entitled to vote thereat. Proceedings shall be governed by Parliamentary Procedure.
§ II – 8: NOTICE OF MEETINGS The Secretary shall give notice of all meetings of the members, stating place, date and time thereof, and the purposes for which the meeting is to be held. In case of death, absence, incapacity or refusal by the secretary, notice shall be given by the Officer or the Director calling the meeting. Notice shall be given to each member in person, or by telephone to the member’s business or home address, or by internet electronic mail, at least twenty-four (24) hours in advance of the meeting, or by written notice mailed at least three (3) days in advance of the meeting. Whenever any notice need to be given to a member by law, by the Articles of Organization or by these Bylaws, no such notice need be given if a waiver of notice, executed before or after the meeting by the member, is filed with the records of the meeting.
§ II – 9: QUORUM The lesser of ten percent (10%) or ten (10) full voting members in good standing will constitute a quorum.
§ II – 10: ADJOURNMENT Any meeting of the members may be adjourned to any other time and any other place at which a meeting of the members may be held under these Bylaws by the members present or represented at the meeting, although less than a quorum, or by any Officer entitled to preside or to act as Secretary of such meeting, if no member is present. It shall not be necessary to notify any member of this adjournment. Any business that could have been transacted at any meeting of the members as originally called may be transacted at any adjournment thereof.
§ II – 11: VOTING AND PROXIES Each member in good standing shall have one vote on any matter for which their membership entitles them to vote. A member in good standing may vote either in person, by sealed ballot or by a written proxy. Proxies and sealed ballots shall be filed with the Secretary of the meeting or any adjournment thereof, before being voted. Except as otherwise limited therein, proxies shall entitle the person named therein to vote at any adjournment of such meeting, but shall not be valid after the final adjournment of such meeting. A proxy purported to be executed by or on behalf of a member in good standing shall be deemed to be valid unless challenged at or prior to its exercise.
§ II – 12: ACTION AT MEETINGS When a quorum is present, a majority of the members in good standing present or represented and voting on a matter, except where a larger vote is required by law, Articles of Organization, or by these Bylaws, shall decide any matter. Any vote by the members in good standing shall be determined by a plurality of the votes cast by the members entitled to vote at the meeting. No ballot shall be required for such action unless requested by a member in good standing present or represented at the meeting and entitled to vote at the meeting. In the event that the plurality of any electoral vote is that of abstaining votes, the position in question shall remain vacant. Proceedings shall be governed by Parliamentary Procedure.

ARTICLE III – DIRECTORS
§ III – 1: POWERS OF THE BOARD OF DIRECTORS The business of the corporation shall be managed by a Board of Directors who may exercise all of the powers of the corporation, except as otherwise provided by law, the Articles of Organization or by these Bylaws. In the event of a vacancy in the Board of Directors, the remaining Directors except as provided by law, may exercise the power of the full Board until the vacancy is filled.
§ III – 2: COMPOSITION OF THE BOARD OF DIRECTORS The Board of Directors shall consist of eleven (11) positions. The President, Vice President, Secretary and Treasurer shall be members of the Board. The Squelch Tale Editor and the remaining six positions shall be elected from the general membership. Each member in good standing of the Board shall have one (1) vote in the conduct of club business. If one member holds more than one position on the Board of Directors, that member is entitled to only one vote and the quorum shall be determined by counting the number of members rather than positions.
§ III – 3: REPEATER MANAGERS A repeater manager shall be responsible for, and be in general charge of, the repeater operations and equipment assigned to them. One or more repeater managers may be appointed according to the number of existing repeaters operated by the corporation. A repeater manager position is considered to no longer in existence if the associated repeater is out of service for more than one hundred and eighty (180) days without requirement of hearing. Repeater managers shall maintain a log of repeater configuration and maintenance as well as an inventory of all equipment and its location, associated with the repeater(s) for which they are responsible which are owned and/or operated by the corporation, and shall submit written documentation of all such records and equipment locations to the Secretary at the annual meeting of the membership or any special meeting held in lieu thereof.
§ III – 4: ELECTION OF THE BOARD OF DIRECTORS Members of the Board of Directors shall be elected for a term of two years at an annual meeting of the membership.
§ III – 5: VACANCIES ON THE BOARD OF DIRECTORS Any vacancy in the Board of Directors, other than a vacancy resulting from the enlargement of the Board, may be filled at any regular membership meeting at which there is a quorum, by a majority vote of the members in good standing present.
§ III – 6: TENURE OF THE BOARD OF DIRECTORS Except as otherwise provided by law, the Articles of Organization or by these Bylaws, Directors shall hold office until successors are chosen and qualified. Any Director may resign by delivering their written resignation to the corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time.
§ III – 7: REMOVAL OF A DIRECTOR A Director may be removed from office without cause, by a majority of the members entitled to vote at any membership meeting. A Director may be removed only after thirty (30) days’ notice and opportunity to be heard by the body proposing to remove them from office. A Director may be considered to have vacated their position in the event that they miss three consecutive Board meetings in such a case the Board of Directors may, at its discretion, declare the position vacated and it may be filled by a majority vote of the members present at the next regular meeting of the membership.
§ III – 8: MEETINGS OF THE BOARD OF DIRECTORS Regular meetings of the Board of Directors may be held without call or notice at such places and times as the Directors may from time to time determine, provided that any Director who is absent when such determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without call or notice at the same time and place as the annual meeting of the members, or special meeting held in lieu thereof, following such meeting of the members. Special meetings of the Board of Directors may be held at any time or place designated in a call by any two Board members. From time to time it may become necessary to make an emergency decision regarding matters of the Club; these discussions may take place over the air, including voting if necessary, with any actions taken to be ratified formally at the next scheduled meeting of the Board. Such discussion sessions shall be announced with as much notice as possible over a net, by telephone, or by electronic mail. Proceedings shall be governed by Parliamentary Procedure.
§ III – 9: NOTICE OF SPECIAL MEETINGS OF THE BOARD OF DIRECTORS The Secretary shall give notice of all special meetings of the Board of Directors to each Director; or, in case of death, absence, incapacity or refusal by the Secretary, by the Officer or one of the Directors calling the meeting. Notice shall be given to each Director in person, or by telephone to the Director’s business or home address, or by internet electronic mail, at least twenty-four (24) hours in advance of the meeting, or by written notice mailed at least three (3) days in advance of the meeting.
§ III – 10: QUORUM OF THE BOARD OF DIRECTORS At any meeting of the Board of Directors, one third of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting, from time to time, without further notice. If one member holds more than one position on the Board of Directors, that member is entitled to only one vote and the quorum shall be determined by counting the number of Directors rather than positions.
§ III – 11: ACTION AT MEETINGS At any meeting of the Board of Directors at which a quorum is present, financial decisions may be made by a majority vote of those present and entitled to vote. Two thirds of those Directors present and entitled to vote, subject to the restrictions of law, the Articles of Organization of the corporation or these Bylaws, shall be sufficient to decide such matters with a financial value of $500 or less. In matters with a financial value of over $500, a vote of the majority of the members in good standing present at any membership meeting and entitled to vote shall be required to decide such matters. Proceedings shall be governed by Parliamentary Procedure.
§ III – 12: COMMITTEES The Directors may, by vote of the majority of the Directors then in office, elect from their number and/or the general membership, an executive and/or other committees and may, by like vote, delegate thereto, some or all of their powers except those which by law, the Articles of Organization of the corporation, or these Bylaws, they are otherwise prohibited from delegating. Any committee may make rules for the conduct of its business, but unless otherwise provided for by the Directors, its business shall be conducted as nearly as possible, in the same manner as provided by these Bylaws for the Directors.

ARTICLE IV – OFFICERS
§ IV – 1: ENUMERATION The Officers of the corporation shall consist of a President, a Vice President, a Treasurer and a Secretary.
§ IV – 2: ELECTION OF OFFICERS The Officers of the corporation shall be elected by the Board of Directors at the annual meeting by such members that have the right to vote thereat. Officers shall be elected for two-year terms.
§ IV – 3: TENURE OF OFFICERS Except as otherwise provided by law, by the Articles of Organization of the corporation or by these Bylaws, the Officers shall hold office from the first meeting of the Board of Directors following the annual meeting, and thereafter until their respective successors are chosen and qualified. Any Officer may resign by delivering their written resignation to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time.
§ IV – 4: REMOVAL OF AN OFFICER Officers may be removed from their respective offices, with or without cause, by the vote of a majority of the members in good standing entitled to vote in the election of Directors or such Officers as the case may be, after thirty (30) days’ notice and opportunity to be heard before the body proposing to remove said Officer or Director.
§ IV – 5: PRESIDENT AND VICE PRESIDENT The President shall be the chief executive officer of the corporation and shall have, subject to review by the Board of Directors, general supervision and control of its business. Unless otherwise provided by the Directors, the President shall preside, when present, at all meetings of the members and of the Directors. Except for the election of Officers and Directors, the President shall cast a vote only in matters where a deciding vote is necessary. The Vice President shall assume the powers of the President in the President’s absence, and have such powers as the Directors may designate.
§ IV – 6: TREASURER The Treasurer shall, subject to the direction of the Board of Directors of the corporation have general charge of all financial affairs of the corporation and shall keep accurate account of all financial matters and transactions of the corporation. The Treasurer shall have custody of all funds, securities and related documents of the corporation, except as the Directors may otherwise provide. Prior to the annual meeting of the members of the corporation, the books of the corporation shall be audited by an auditing committee appointed by the Board of Directors. No member of the Board of Directors may serve on such committee. The findings of the auditing committee shall be presented at the annual meeting or at any special meeting held in lieu thereof.At the first regular meeting of the Board of Directors in each calendar year, the Treasurer shall submit a proposal of a budget for the operation of the corporation for the next year. This shall be discussed and where desirable modified by the Board of Directors who shall submit a final budget to the membership within forty-five (45) days for a vote. If the budget is rejected by the membership, the Board of Directors shall have a further forty-five (45) days in which to modify the budget before submitting it again to the membership. A budget approved by a vote of a majority of the members in good standing present at a regular meeting of the club shall become effective immediately.
§ IV – 7: SECRETARY The Secretary, who shall be a resident of the Commonwealth of Massachusetts, unless the corporation shall have a duly appointed agent, shall keep a record of the meetings of the members. The Secretary shall keep, or cause to be kept, in Massachusetts at the principal office of the corporation or at the Secretary’s office, the names and addresses of all members. In the case that no other person is elected for the purpose, the Secretary shall keep a record of the meetings of the Board of Directors.
§ IV – 8: TRUSTEES/LICENSEES The club repeater station licensee for any repeater(s) owned and/or operated by the corporation, shall be appointed at a special meeting held for that purpose. Such a meeting shall take place in the event of any of the following conditions:
A) At least four months prior to the expiration of any club repeater station license.
B) In the event that any current licensee shall cease to be a member of the club.
C) In the event that any current trustee resigns their position.
D) In the event of the death of any current repeater manager.
§ IV – 9: EDITOR OF THE CLUB NEWSLETTER At an annual meeting of the members of the corporation, an editor of the club newsletter entitled “The Squelch Tale” shall be elected. It shall be the editor’s duty to cause the same to be published at least every sixty (60) days and send a copy of the same to each member by US Postal mail or electronic mail, and in general, to gather information, solicit and edit articles of interest to the members, and manage and operate the same to the best interest of the corporation.
§ IV – 10: PROCEDURE FOR THE NOMINATION AND ELECTION OF DIRECTORS, OFFICERS AND NEWSLETTER EDITOR At a meeting of the members of the corporation held in the month prior to the annual meeting, the President, or the person presiding, shall call for the report of the nominating committee for its recommendation of Directors and Officers, which committee shall be appointed by the Directors at a meeting at least two (2) months prior to the date of the annual meeting. In addition to the names for said positions proposed by the nominating committee, the President shall call for nominations from the floor for Directors and Squelch Tale Editor. Voting for said Directors shall be by written ballot if requested by fifteen (15) members. Nominations for all offices shall be closed at a membership meeting at least twenty-one (21) days prior to the election. Printed ballots shall list nominations for the following offices:
A) Directors
B) Squelch Tale EditorIn addition, each ballot shall include a blank space under each office for write in nominees as well as a space for an abstaining vote. Non-submission of a ballot shall be considered a non-vote. Only written ballots marked as abstentions shall be considered as abstaining votes for the purpose of such elections. In the event that the plurality of any electoral vote is that of abstaining votes, the position in question shall remain vacant.

ARTICLE V – MISCELLANEOUS PROVISIONS
§ V – 1: FISCAL YEAR Except as otherwise determined by the Directors, the fiscal year of the corporation shall be the twelve months ending on the last day of December.
§ V – 2: EXECUTION OF INSTRUMENTS All deeds, transfers, contracts, bonds, notes and other obligations authorized to be executed by an Officer of the corporation on its behalf, shall be signed by the President or the Treasurer, except as the Directors may generally or in particular cases otherwise determine.
§ V – 3: CORPORATE RECORDS The original or attested copies of the Articles of Organization of the Corporation, Bylaws and records of all meetings of the incorporators and members, and a list of the names and addresses of all members, shall be kept at the office or home of the Secretary. Said copies and records need not all be kept in the same place. They shall be available, at all reasonable times, for inspection by any member for any proper purpose, but not for using the same for a purpose other than in the interest of the applicant, as a member, relative to the affairs of the corporation.
§ V – 4: EVIDENCE OF AUTHORITY A certificate of the Secretary as to any action taken by the members, Directors, or any Officer or representative of the corporation shall, as to all persons who rely thereon in good faith, be conclusive evidence of such action.
§ V – 5: ARTICLES OF ORGANIZATION All references in these Bylaws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended and in effect from time to time.
§ V – 6: AMENDMENTS These Bylaws may, at any time, be amended by a two-thirds vote of the members in good standing present at a meeting of the members, provided that at least twenty-one (21) days’ notice of the substance of the proposed amendment is stated in the notice of the meeting.
§ V – 7: INDEMNIFICATION OF OFFICERS AND DIRECTORS So as to induce Officers and Directors of the corporation to serve as such, and to induce others to serve as such, the corporation shall reimburse, exonerate, hold harmless and indemnify, each present and future Director or Officer of the corporation for, from, and against all claims and liabilities, to which they may become subject by reason of being a Director or Officer, and shall reimburse, exonerate, hold harmless and indemnify each Director and Officer for all legal and other expenses reasonably paid or incurred by the said Officer or Director in connection with any claims or liabilities, whether or not the said person had ceased to be a Director or Officer of the corporation, unless such a person shall have been finally adjudged by a court of competent jurisdiction, to have been guilty of willful malfeasance, bad faith, or reckless disregard of their duties in the conductance of said office. The corporation may compromise, settle, pay and discharge any such claims and liabilities, and pay such expense, if such settlement, payment or discharge, appears, to a majority of the Board of Directors, to be for the best interest of the corporation. The foregoing rights of such Directors and Officers shall not be exclusive of any other rights to which they may be lawfully entitled.
§ V – 8: DUES The Directors shall establish a schedule of dues for each class of members.
§ V – 9: EXPENDITURE OF FUNDS Funds assigned to any Officer, Director, committee(s) or member(s), in an annual budget shall be considered as having been authorized by the membership. Any funds assigned in such a budget may only be disbursed for the purposes described in such. Any funds assigned in such a budget, but not paid out within the fiscal year, or less if specified within the budget, shall revert to the treasury and may be assigned for other purposes. Unexpended funds may be carried over from year to year without action required to do so.
§ V – 10: ASSETS IN THE POSSESSION OF, BUT NOT OWNED BY THE CORPORATION Any item in the possession of and/or use of the corporation, but not owned by the corporation shall be leased by the corporation on an annual or other periodic basis as approved by the Board of Directors. The Secretary shall keep printed copies of all such leases with other documents for which the Secretary is responsible.