ARTICLE 1 : Name and Purposes of the Organization
This organization shall be known as the Framingham Amateur Radio Association.
(Hereinafter referred to as the Association)
The purpose of the association is to provide and secure for its members the enjoyment, fellowship and benefits of the association of persons with a common and mutual interest in Amateur Radio. This shall be facilitated by furthering the exchange of technical information and data among its members, developing individual proficiency by arranging opportunities for education and training and by providing Emergency Communications and other Public Services to the Greater Framingham, Massachusetts community.
ARTICLE 2 : Government
The Officers of the Association shall consist of the following:
President, Vice President, Treasurer, Secretary and Director
2.2 Board of Directors
The Board of Directors shall comprise the elected Officers and, for the duration of Board Meetings, all Regular Members who are present.
2.3 Eligibility for Office
All Members of the Association shall be eligible to hold any of the listed
offices, except that no more than one elected office may be held at any one time.
2.4 Definition of Duties
The President shall have general supervision of the affairs of the Association, shall be the authorized signatory of all contracts and legal documents executed by the Association or shall assign another member to sign specific contracts or documents, except as indicated by a specific provision of these By-Laws, shall make reports to the members of the Association, and perform all such duties as are incident to his office or are properly required by him by these By-Laws. In addition, the President shall appoint all standing committees and such Association Function Coordinators as may be deemed appropriate, except where the By-Laws otherwise indicate. The President shall serve as an ex-officio member of all club committees, except when the President appoints another member to serve instead. The President shall ensure that the regular elections are held in accordance with these By-Laws.
2.4.2 Vice President
The Vice President shall assume all duties of the President in the absence or incapacity of the President.
2.4.3 Clerk and Secretary
The Clerk and Secretary shall perform all recording duties as required for the operation of the Association, have charge of the Minutes of Meetings of the Association, sign all such instruments as require the Clerk and Secretary’s signature and shall make such reports and perform such duties as are incident to the office. The Clerk and Secretary shall have responsibility for the taking of minutes of all Regular and Special Meetings of the Association. The Clerk and Secretary shall maintain custody of all Association Records, be responsible for assuring that notices for all Special Meetings or other designated events are issued, and perform such corresponding duties as are required for the operation of the Association.
The Treasurer shall have custody of all funds and securities of the Association and deposit same in the name of the Association in such financial institutions as appropriate. The Treasurer shall sign all checks and all other instruments as require his signature, and shall make such reports and perform such other duties as are incident to the office. The Treasurer shall be responsible for the collection of Association dues and all other monies due the Association. The Treasurer shall make no major distribution of funds without proper authorization by the Association. The Treasurer shall keep a complete record of the Association’s Membership, financial condition and accounting of all Association money and shall submit an Annual Report to the Members. An audit of the Treasurer’s accounts may be carried out at any time by an audit committee appointed by the Membership at a Regular or Special Meeting of the Association. In addition, an annual audit shall be performed by an audit committee appointed by the Membership at a Regular or Special Meeting of the Association, such committee to consist of three Members of the Association.
The Director shall provide continuity and advice to the Association.
2.5 Presiding Officer
The highest ranking Officer of the Association present shall preside over any Regular or Special Meeting, except when (under exceptional circumstances only) they designate another officer or member to preside. The presiding officer shall only vote on matters of Association business in the event of a tie.
2.6 Final Duty of an Officer
When an Officer vacates their office for any reason, they shall immediately turn over all items in their possession belonging to the Association to their successor, or to another Officer if no successor is available at that time.
Article 3 : Election and Removal of Officers
3.1 General Elections
With the exception of the Club Director, who shall be elected for a three year term, the Officers of the Association shall be elected at the Annual Election Meeting. This Meeting shall be held in conjunction with the June Regular Meeting. At the May Regular Meeting, the Nominating Committee shall present a list of nominees for the offices. In addition, nominations shall be taken from the floor at both the May and June Regular Meetings. Nominations shall be closed immediately prior to the election. Signed absentee ballots, enumerating specific candidates for specific offices, shall be accepted at any time prior to the vote for that office. No proxy ballots shall be accepted. At the completion of the election, the newly elected officers shall assume the duties of their offices.
3.2 Resignation of Officers
Resignation of an Officer shall be effective when received in writing by another Officer.
3.3 Removal of Officers
An Officer of the Association may be removed from office only by a two-thirds vote of the Membership at a Special Meeting called for that express purpose.
Such a meeting may be called by a majority vote of the membership at a Regular Meeting of the Association. The Special Meeting must be held no sooner than 10 days nor later than 30 days after the Regular Meeting at which the Special Meeting was called. Proper notice of said meeting must be given and shall consist of transmittal to the Membership of the proposed action and the time and place of the meeting, in the same manner as is used to provide notification of the General Meetings of the Association. This shall be done in such a manner that there is a reasonable expectation of receipt of such notice prior to said Special Meeting.
3.4 Filling of Vacancies
Vacancy of an Office shall be filled by vote of the Membership at the next Regular Meeting. The Officer so elected shall serve the unexpired term of the vacant office.
ARTICLE 4 : Association Meetings
A quorum is necessary to conduct business at any meeting.
4.1.1 General and Special Meetings
A quorum shall consist of a minimum of 10 per cent of the Association
Membership, including a minimum of two Officers.
4.1.2 Board Meeting
A quorum shall consist of three or more Officers, or two Officers and at least three other Members.
4.2 General Meetings
A General Meeting is intended to be attended by the maximum reasonable number of the Members of the Association. Said meeting should be scheduled at a time and place so as to reasonably allow the maximum number of Members to attend. Such meeting shall conduct such business as the Membership shall deem appropriate, except where restricted by these By-Laws.
4.3 Regular Meeting
A Regular Meeting is a General Meeting, which is held at a regular time, such as monthly, and is intended for the attendance of the maximum reasonable number of the Membership.
4.4 Special Meeting
A Special Meeting is a Meeting called solely for the purpose of discussing a special agenda. Such Special Meeting shall be called by a majority vote at a General Meeting.
4.5 Board Meeting
A Board Meeting is a meeting intended to reduce the amount of business transacted at a Regular Meeting. A Board Meeting should precede a regular Meeting, at a preannounced time and place. All Members are encouraged to attend and participate in such Meetings.
ARTICLE 5 : Association Membership
Membership in the Association shall be open to all persons interested in Amateur Radio, without regard to race, color, religion, sex or national origin.
5.2 Regular Membership
Regular Members are those persons who have paid such dues as established by the Association, pursuant to these By-Laws. Persons living in the same household as a Regular Member shall also be deemed to be Regular Members, if they so request.
5.3 Life Membership
Life Membership may be conferred upon those Members as the Association deems appropriate. This may be accomplished by a majority vote at a General Meeting, following nomination at a Board Meeting. Life Members shall have all the privileges of Membership in the Association, but shall be exempt from Regular Membership dues.
5.4 Term of Membership
The term of Membership shall run concurrent with the business year.
5.5 Application for Membership
Application for Membership shall be made on an approved form and presented to an Officer.
5.6 Revocation of Membership
Not withstanding other provisions of these By-Laws, a person’s Membership may be revoked for cause. The person whose Membership is being considered for revocation shall be given notice of the proposed action and shall have the right to be heard by any Meeting that is considering the possible revocation. Said revocation shall first be considered by the Board and, upon recommendation of the Board, shall be voted upon by two successive General Meetings. A majority vote is required at all aforesaid Meetings to accomplish said revocation. Persons who have previously had their Membership in the Association revoked for cause must be approved for Membership by a similar vote.
ARTICLE 6 : Fiscal Matters of the Association
6.1 Regular Membership Dues
Dues shall be payable on an annual basis, concurrent with the Business year, in an amount decided by a majority vote of a General Meeting.
6.2 Additional Assessments
The Association may establish such additional assessments as it may deem appropriate. Payment of these assessments shall confer such additional privileges upon a Member as the Association may deem appropriate.
6.3 Business Year
The Business Year shall run from 1 January to 31 December.
6.4 Expenditure Authorizations
6.4.1 General Meeting
A General Meeting may authorize the expenditure of any amount of the club’s monies.
6.4.2 Special Meeting
A Special Meeting may authorize the expenditure of any amount of the club’s monies, related to the agenda of the Meeting.
6.4.3 Board Meeting
A Board Meeting may authorize the expenditure of up to 500 dollars.
6.4.4 Association Officer
An individual Officer may authorize the expenditure of up to 100 dollars.
ARTICLE 7 : Amendment of By-Laws
These By-Laws may only be amended by a two-thirds vote of the Membership at either a General Meeting or a Special Meeting, provided that proper notice is given. Proper notice shall consist of transmittal of the exact wording of the proposed By-Law change and the time and the place of the meeting, to the Membership, in the same manner as is used to publicize a General Meeting. This shall be done so that there is a reasonable expectation of receipt of such notice prior to said meeting.
ARTICLE 8 : Dissolution of the Association
The Association may only be dissolved by a two-thirds vote of the membership at either a General Meeting or a Special Meeting, provided that proper notice is given. Proper notice shall consist of transmittal of the proposed dissolution of the proposed By-Law change and the time and the place of the meeting, to the Membership, in the same manner as is used to publicize a General Meeting. This shall be done so that there is a reasonable expectation of receipt of such notice prior to said meeting.
Dissolution of the Association shall be deemed to have occurred only after the assets and equipment of the Association have been donated to one or more nonprofit organizations, as determined by a majority vote of the Members present at a Regular or Special Meeting held for the purpose of such asset distribution.