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BYLAWS

of the

ROLLA REGIONAL AMATEUR RADIO SOCIETY

(Revised, April 2004)

ARTICLE I

Offices

A. The corporation shall have and continuously maintain in this state a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Missouri as the Board of Directors may from time to time determine.

ARTICLE II

Members

A. There shall be two (2) classes of members, those of the active class with voting privileges and those of the associate class without voting privileges.

B. The general public, after indicating an interest in the functions of the Society, shall have the privilege of becoming members of one class or the other by meeting the dues, initiation and other requirements of that class.

C. Members of the active class who appear at regular or special meetings shall be entitled to one vote on each matter submitted to a vote of active members.

D. Only those holding a valid amateur radio operator's license shall become active members and no person holding such a license shall be entitled to associate membership.

ARTICLE III

Meeting of Members

A. A meeting of the members shall be held on the first Monday of each month at the hour of 7:30 o'clock P.M., or at any other time designated by the President or Board of Directors.

B. At the monthly meeting for the month of January of each year members shall elect the President and the Board of Directors as herein provided for, and at that meeting shall further transact any other business as may come before the meeting.

C. Special meetings of the members may be called either by the President or a quorum of the Board of Directors.

D. The Board of Directors may designate any place as the meeting place for the monthly meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of the meeting shall be the registered office of the corporation in the State of Missouri, provided, however, that if all of the members shall meet at any time and place, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

E. Written or printed notice stating the place, day and hour of any special meeting of the members shall be given through the news media and public posters or other means as may be determined by the Board of Directors.

F. Those active members present at any regular or special meeting shall be considered a quorum for voting purposes.

ARTICLE IV

Board of Directors

A. The affairs of the Society shall be managed by its Board of Directors, who shall be active members.

B. The number of Directors shall be seven (7). Said board shall be composed of six (6) elected Directors, and the elected President, making a total of seven (7) directors.

C. At the first election of Directors, two (2) Directors shall be elected for a period of three (3) years; two (2) for a term of two (2) years; and two (2) for a term of one (1) year, thereby creating a board that has members replaced each year.

D. There shall be no regular meetings of the Board of Directors, but special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board to be called by them.

E. Notice of any special meeting of the Board of Directors shall be given at least one (1) day previously thereto either by regular United States mall or by telephone call from the person or a representative of the group of persons authorized to call such special meeting. Neither the business to be transacted at, nor the purpose of any special meeting of the Board need be specified in the notice of such meeting, unless specifically required by law or these bylaws. Notices of special meetings may be waived by the Board of Directors.

F. Four (4) members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than four (4) of the Directors are present at said meeting, the majority of the Directors may adjourn the meeting from time to time without further notice.

G. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or these bylaws.

H. In case of the death or resignation or disqualification of one or more of the directors, a majority of the survivors or remaining directors may fill such vacancy or vacancies until the successor or successors are elected at the next January monthly meeting of the members. A Director elected to fill a vacancy shall serve as such until the next January meeting of the members.

I. In the event all directors resign, then in such a case, a meeting of the active members shall be called by any three active members, at which time a new Board of Directors shall be elected and serve as herein provided for.

J. Directors as such shall not receive any stated salary for their services, but may receive out-of-pocket expenses for services rendered the Society as a Director upon proper authentication of such expense, and approval by the Board of Directors.

ARTICLE V

Officers

A. No person shall be an officer unless he is an active member of the Society.

B. Any two or more offices may be held by the same person except the offices of President and Secretary-Clerk, or President and Director.

C. All officers of the Society, as between themselves and the Society, shall have such authority and perform such duties in the management and affairs of the Society as may be provided for in the bylaws, or in the absence of such provision, as may be determined by resolution of the Board of Directors.

D. The President of the Society shall be elected at the January meeting of the Society immediately following the election of the Board of Directors. If the election of Directors and President shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer, either elected or appointed, shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or have been removed in the manner hereinafter provided.

E. Any officer or Director elected or any officer appointed by the Board of Directors may be removed by the Board of Directors whenever such officer becomes either ineligible or disqualified as an active member of the Society, or, in the judgment of the Board of Directors, the best interests of the Society would be served thereby.

F. If the office of any officer of the Society, whether elected or appointed, becomes vacant because of death, resignation, removal, disqualification, or for any other reason, or if any officer of the Society is unable to perform the duties of his office for any reason, the Board of Directors may choose a successor and shall replace such vacant officer for the unexpired portion of the term.

G. The President must be an active member of the Society and shall be the principal executive officer of the Society and shall preside at all meetings of the Society and shall in general supervise and control all the business and affairs of the Society. He may sign, with the Secretary-Clerk, or any other officer authorized by the Board of Directors, any deed, mortgage, bond, contract, or other instrument which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these bylaws, to some other officer or agent of the Society, or shall be required by law to be otherwise signed or executed. He shall in general perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

H. Immediately following the election of the Board of Directors and the President at the January meeting, or as soon thereafter as may be convenient, the Board of Directors, which includes the President, shall meet and at that time select by a majority of their vote, a Vice President, a Secretary-Clerk, and a Treasurer.

I. The Vice President must be an active member of the Society and shall perform the duties of the President, in the absence of the President or in the event of the President's inability or refusal to act, and when so acting, shall have all the powers of and be subject to all the restrictions upon the office of President.

J. The Treasurer must be an active member of the Society and, if required to do so by the Board of Directors, shall give a bond for the faithful discharge of his duties, in such sum and with such surety or securities as the Board of Directors shall determine. Further, he shall:

(1) Have charge and custody of and be responsible for all funds and securities of the Society; receive and give receipts for monies due and payable to the Society from any source whatsoever; and deposit all such monies in the name of the Society in such banks, trust companies, or other depositories as he may deem proper or as the Board of Directors may designate.

(2) In general perform all duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the Board of Directors.

K. The Secretary-Clerk shall be an active member of the Society and shall:

(1) Keep the minutes of the members' and of the Board of Directors' meetings in one or more books provided for that purpose;

(2) See that all notices are duly given in accordance with the provisions of these bylaws or as required by law;

(3) Be custodian of the Society records and of the seal of the Society, if any, and see that the seal of the Society, if any, is affixed to all documents, execution of which on behalf of the Society is duly authorized.

(4) Keep a register of the post office address of each member of the Society which shall be furnished to the Secretary-Clerk by such member.

(5) In general perform all duties incident to the office of Secretary-Clerk and such other duties as, from time to time, may be assigned to him by the board of Directors.

ARTICLE VI (Rev. 4/04)

Committees

A. Immediately after its election at the January meeting of the Society, and after the officers of the Society have been appointed, or as soon thereafter as convenient, the Board of Directors shall appoint a chairman and two (2) other members to an Audit Committee, none of which shall be current Directors or Officers, that shall audit the Treasurer's books for the previous year.

B. The Board of Directors may further appoint such ad-hoc or standing committees as, in its sole discretion, may from time to time be required. Any such committee shall be established with a termination date.

C. Each committee shall report through its chairman to the President and/or to the Board of Directors.

D. Upon request from any member to the Board of Directors, and at their direction thereafter, the chairman of any committee, or his representative, shall report directly to the members at any monthly meeting, of the affairs of his committee.

ARTICLE VII

Fiscal Year

A. The fiscal year of the Society shall begin on the first day of January in each year and end midnight on the 31st day of December in each year.

ARTICLE VIII

Membership Dues

A. All enrollment or initiation fees and regular dues amounts for all classes of membership shall be determined from time to time by the Board of Directors and shall be available for inspection at all times at the residence of the Secretary-Clerk, and shall be presented to the membership at the January meeting of each year.

ARTICLE IX

Amendment to the Bylaws

A. These bylaws may be altered, amended, or repealed, and new by-laws may be adopted, if such proposed amendment has been first approved by the Board of Directors and then ordered submitted to the members at any special meeting of the members called for that purpose.

ARTICLE X

Indemnification

A. The Society, after approval of the majority of the active members at any special meeting called for that purpose, shall indemnify any President or former Director of the Society against any liabilities, judgments, settlements, and/or expenses actually and necessarily incurred in connection with the defense of any action commenced against such Director arising out of actions of any such Director or former Director while engaged in service to the Society.

B. The Society, upon approval of a majority of the Board of Directors, shall indemnify any President or former officer, employee or other agent of the Society and any person who serves or has served as its agent as a Director, officer, employee, or other agent, against any liabilities, judgments, settlement and/or expenses actually or necessarily incurred in connection with the defense of any action, suit or proceeding arising out of actions of such officer while engaged in service to the Society.

ARTICLE XI

Dissolution of the Society

A. In the event of the dissolution according to law of the Society, the assets of the Society shall be conveyed to only those people or corporations holding valid radio or operating station licenses issued by the Federal Communications Commission through open bids at auction to the highest bidder on each asset as auctioned. The auction shall be conducted by the officers of the corporation at the direction of the majority of the membership. From the funds accruing from the auction of assets, there shall be first paid the indebtedness of the Society and after all debts and obligations of the Society have been settled, any remaining funds shall be conveyed to such nonprofit and/or charitable organization as may be determined by a majority of the Board of Directors in its discretion.


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