BY-LAWS

                                         OF

                        WESTERN AREA FM AMATEUR REPEATER CLUB

                             

 

                                      ARTICLE I

 

                                       Purpose

 

    The purpose of the Corporation as stated in its Certificate of Incorporation

    are:

 

    To own or lease, operate and maintain an amateur radio repeater station and

    such other equipment as is necessary for operation and maintenance thereof,

    for the purpose of improving the range of reliable mobile radio

    communications and to provide dependable communications in time of local

    and/or national emergencies.

 

    To accept, hold, administer, invest and disburse such funds as may from time

    to time be contributed to it by any person, firm or corporation for

    scientific or educational purposes, but not to carry on propaganda or

    otherwise attempt to influence legislation.

 

    To receive any and all real or personal property by gift, legacy or devise

    for scientific or educational purposes, but not to carry on propaganda or

    otherwise attempt to influence legislation.

 

    To hold, use, sell, invest and reinvest all such property and collect and

    disburse the income therefrom and principal thereof for the aforesaid

    purposes at the discretion of its directors.

 

    It is expressly declared that no dividend shall ever be declared or paid to

    any of its members and that none of its property, real or personal, shall

    ever be used or expended except to carry into effect the legitimate ends and

    aims of its being.

 

    The corporation has only such powers now or hereafter granted by the

    General Not For Profit Act of the State of Illinois as are in furtherance of the

    purposes enumerated in Section 501(c)(3) of the Internal Revenue Code of

    1954, as amended. Upon dissolution the assets of the corporation shall be

    distributed to organizations limited in their purpose to those described in

    Section 501(c)(3) and exempt from taxation under Section 501(a) of the

    Internal Revenue Code of 1954, as amended.

 

 

 

 

 

 

 

 

                                     ARTICLE II

 

                                      Officers

 

    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 officers within or without the State

    of Illinois as the Board of Directors may from time to time determine.

 

 

                                     ARTICLE III

 

                                       Members

 

    Section 1.  Classes of Members - The corporation shall have one class of

    members. These shall be designated as regular members.

 

    Section 2. Admission of Members - Eligibility for membership is open to any

    person who holds a valid license in the amateur radio service.  Membership

    shall be held in the names of individuals only.  Membership applications

    must be reviewed by the Board of Directors before membership can be

    secured. The Board of Directors can reject any application if they feel that

    the applicant is unfit for membership.

 

    Section 3. Voting Rights - Each regular member, over 18 years of age,

    shall be entitled to one vote on each matter submitted to a vote of the

    members. Family members are not entitled to a vote.

 

    Section 4.  Termination of Membership - The Board of Directors by

    affirmative vote of two-thirds of all of the members of the Board may

    suspend or expel a member for cause after an appropriate hearing, and may,

    by a majority vote of those present at any regularly constituted meeting,

    terminate the membership of any member who becomes ineligible for

    membership, or suspend or expel any member who shall be in default in the

    payment of dues for the period fixed in Article XV of these by-laws.

 

    Section 5.  Resignation - Any member may resign by filing a written

    resignation with the Secretary, but such resignation shall not relieve the

    member so resigning of the obligation to pay any dues, assessments or other

    charges theretofore accrued and unpaid.

 

    Section 6.  Reinstatement - Upon a request by a former member, and filed

    with the Board of Directors, the Board of Directors may, by the affirmative

    vote of two-thirds of the members of the Board, reinstate such former member

    to membership upon such terms as the Board of Directors may deem

    appropriate

 

    Section 7.  Transfer of Membership - Membership in this corporation is not

    transferable or assignable.

 

 

 

                                     ARTICLE IV

 

                                 Meetings of Members

 

    Section 1.  Annual Meeting - An annual meeting of the members shall be held

    in November of each year, for the purpose of such business as may come

    before the meeting.

 

    Section 2.  Special Meeting - Special meetings of the members may be called

    either by the President, the Board of Directors, or not less than one-fourth

    of the members having voting rights.

 

    Section 3.  Place of Meeting - The Board of Directors may designate any

    place, either within or without the State of Illinois, as the Place of

    Meetings for any annual 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 meeting shall be the registered office of the

    corporation in the State of Illinois, provided however, that if all of the

    members shall meet at any time and place, either within or without the State

    of Illinois, 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.

 

    Section 4.  Notice of Meeting - Written or printed notice stating the place,

    day and hour of any meeting of members shall be delivered, either by mail

    or via the official WAFAR newsletter, to each member entitled to vote at such

    meetings, not less then  five nor more than forty days before the date of such

    meeting, by or at the direction of the president, or the secretary, or the officers

    or persons calling the meeting. In case of a special meeting or when required        

    by statute or by  these by-laws, the purpose for which the meeting is called

    shall be stated in the notice.  If mailed, the notice of a meeting shall be

    deemed delivered when deposited in the United States mail addressed to the

    member at his address as it appears on the records of the corporation, with

    postage thereon prepaid. If notice is given via the WAFAR newsletter, the

    notice of a meeting shall be deemed delivered when the newsletter is

    distributed to the membership in any form.

 

    Section 5.  Quorum - The majority of the Board of Directors plus any members

    holding a vote which may be cast at any meeting, shall constitute a quorum

    at a meeting of the members. If a quorum is not present at any meeting of

    the members, a majority of the Board of Directors present may adjourn the

    meeting from time to time without further notice.

 

    Section 6.  Proxies - There shall be no voting by proxies.

 

 

 

 

 

 

                                      ARTICLE V

 

    Section 1.  General Powers - The affairs of the corporation shall be managed

    by its Board of Directors.

 

    Section 2.  Number, Tenure and Qualifications - The Board of Directors shall

    consist of a minimum of five (5) officers. Two (2) of the officers are the

    President and Secretary-Treasurer, the elected officers of

    the Association. The remaining three (3) positions on the board would be

    filled by the Trustee, the Past President and the Senior Advisor.

    Each member of the Board of Directors shall have one (1) vote.

    If the Trustee or Past President were to be nominated and

    elected to fill one of the elected offices of the Association, the President

    shall appoint as many directors as necessary to maintain five (5) voting

    members on the Board of Directors. These appointments shall be approved

    by a majority vote of the Board of Directors. No member of the Board of

    Directors shall be under twenty-one (21) years of age.  Each director shall

    Hold office until the next annual meeting of the members and until his

    Successors shall have been elected or appointed.  Directors must be

    members of the corporation.

 

    Section 3.  Regular Meetings - A regular annual meeting of the Board of

    Directors shall be held without other notice than by this by-law immediately

    after, and at the same place as, the annual meeting of members. The Board of

    Directors may provide by resolution the time and place, either within or

    without the State of Illinois, for the holding of additional regular

    meetings of the Board without other notice than such resolution.

 

    Section 4.  Special Meetings - Special meetings of the Board of Directors

    may be called by or at the request of the President, or any three directors.

    The person or persons authorized to call special meetings of the Board may

    fix any place, either within or without the State of Illinois, as the place

    for holding any special meeting of the Board called by them.

 

    Section 5.  Notice - Notice of any special meeting of the Board of Directors

    shall be given at least seven days previously thereto by written notice

    delivered personally or sent by mail or email or other electronic media to each

    director at his address as shown by the records of the corporation. If mailed,

    such notice shall be deemed to be delivered when deposited in the United

    States mail so addressed, with postage thereon prepaid. Any director may

    waive notice of any meeting. The attendance of a director at any meeting shall

    constitute a waiver of notice of such meeting, except where a director attends    

    a meeting for the express purpose of objecting to the transaction of any  

    business because the meeting is not lawfully called or convened. Neither the

    business to be transacted at, nor the purpose of, any regular or special   

    meeting of the Board need be specified in the notice or waiver of notice of

    such meeting, unless specifically by law or by these by-laws.

 

 

 

 

    Section 6.  Quorum - A majority 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 a majority of the Directors are present at said meeting, a

    majority of the Directors present may adjourn the meeting from time to time

    without further notice.

 

    Section 7.  Manner of Acting - 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 by these by-

    laws.

 

    Section 8 Vacancies - Any vacancy occurring in the Board of Directors or any

    directorship to be filled by reason of an increase in the number of

    directors, shall be filled by an appointment by the President with the

    approval of a majority of the Board of Directors.

 

    Section 9.  Compensation - Directors as such shall not receive any stated

    salaries for their services, but by resolution of the Board of Directors, a

    fixed sum and expenses of attendance, if any, may be allowed for attendance

    at each regular or special meetings of the Board; provided, that nothing

    herein contained shall be construed to preclude any director from serving

    the corporation in any other capacity and receiving compensation therefor.

 

 

 

                                   ARTICLE VI

 

                                      Officers

 

    President  - The President shall preside at all meetings of the Association.

    He shall approve all vouchers authorizing payment of bills.  He shall

    represent or send an appointed representative of the Association at all

    outside meetings of interest to the Association. He shall have been a voting

    member of the Board of Director  the year prior to his election. He shall also

    perform all other such duties that are usually attached to the office of

    President. The office of President is an elected position.

 

    Secretary-Treasurer  - The Secretary-Treasurer  shall keep a record of the

    proceedings of all meetings, read the minutes of previous meetings and

    receive and file the report of all committee chairman. He shall have a copy of

    the Constitution and by-laws at all meetings and shall notify the members as

    to date, time and place of all regular meetings. The Secretary shall maintain

    an accurate membership roster.  The Secretary-Treasurer  shall  also be the

    sole custodian of the funds of this association. He shall keep an accurate

    record of all moneys received and disbursed and give a report of the financial

    status of the association at all meetings. He shall deposit all the funds in a

    bank or federally insured institution in the name of the association.  He shall

    pay out monies with the approval of the President. The office of Seretary-

   Treasurer is an elected position.

 

  

    Election of Officers - Nominations will be in November at the annual meeting.

    During the meeting at which the nominations take place, all nominees must be

    present to signify their acceptance or signify their acceptance in the form

    of a signed and dated letter. All nominees must be members in good standing

    and have been members for at least twelve (12) months. The office of the

    President can only be held by a person who served as a voting member of the

    Board of Directors the year proceeding the election. The term of the

    officers shall be one (1) year.  The annual meeting in November shall be

    election time and newly elected officers shall take office immediately following

    the close of the annual corporate meeting.  Only members in good standing

    will be permitted to vote.  All ballots shall be counted by no less than three (3)

    members to be appointed by the President for that purpose.  A candidate for

    office, to be elected, must receive a majority of the votes cast. Voting by proxy

    is not permitted. In the event of the death or resignation of an officer, a

    successor shall be appointed by the President with the approval of the Board

    of Directors to serve the remaining term of office.

 

    Trustee - The Trustee of the repeater station's Federal Communication

    Commission license shall be appointed by the Board of Directors only and

    shall retain this position until his resignation or death. Should a

    situation arise where the Board of Directors feel that the retention of the

    present Trustee will in any way endanger the association, then it will be

    only by their majority vote that the Trustee be relieved of his duties.

    A new Trustee shall then be appointed by the Board of Directors and the

    F.C.C. license modified.  The Trustee shall be a voting member of the

    Board of Directors.

 

    Senior Advisor – The Senior Advisor is a board appointed position.

    To be eligible for this post a member must have served on the board

     of directors for a cumulative total of 5 years minimum. In the event

    that the president is unable to attend any meeting the Senior Advisor

    may chair the meeting.

 

 

                                     ARTICLE VII

 

                        Contracts, Checks, Deposits and Funds

 

    Section 1.  Contracts - The Board of Directors may authorize any officer or

    officers, agent or agents of the corporation, in addition to the officers so

    authorized by these by-laws, to enter into any contract or execute and

    deliver any instrument in the name of and on behalf of the corporation and

    such authority may be general or confined to specific instances.

 

 

 

 

 

 

 

 

    Section 2.  Checks, Drafts, etc. - All checks, drafts or other orders for

    the payment of money, notes or other evidence of indebtedness issued in the

    name of the corporation, shall be signed by such officer or officers, agent

    or agents of the corporation and in such manner as shall from time to time

    be determined by resolution of the Board of Directors. In the absence of

    such determination by the Board of Directors, such instruments shall be

    signed by the treasurer or an assistant treasurer and countersigned by the

    president or vice-president of the corporation.

 

    Section 3.  Deposits - All funds of the corporation shall be deposited from

    time to time to the credit of the corporation in such banks, trust companies

    or other depositories as the Board of Directors may elect.

 

 

     Section 4.  Gifts - The Board of Directors may accept on behalf of the

    corporation any contribution, gift, bequest or devise for the general

    purpose or for any special purpose of the corporation.

 

 

                                    ARTICLE VIII

 

                             Certificates of Membership

 

    Section 1.  Certificates of Membership - The Board of Directors may provide

    for the issuance of certificates evidencing membership in the corporation

    which shall be in such form as may be determined by the Board.  Such

    certificates shall be signed by the President or vice-president and by the

    secretary or an assistant secretary and shall be sealed with the seal of the

    corporation. All certificates evidencing membership of any class shall be

    consecutively numbered. The name and address of each member and the

    date of issuance of the certificate shall be entered on the records of the

    corporation. If any certificate shall become lost, mutilated or destroyed a

    new certificate may be issued therefor upon such terms and conditions as the

    Board of Directors may determine.

 

    Section 2.  Issuance of Certificates - When a member has been elected to

    membership and has paid any initiation fee and dues that may then be

    required, a certificate of membership may be issued in his name and

    delivered to him by the secretary, if the Board of Directors shall have

    provided for the issuance of certificates of membership under the provisions

    of Section I of this Article.

 

                              

 

 

 

 

 

 

 

 

                                      ARTICLE IX

 

                                  Books and Records

 

    The corporation shall keep correct and complete books and records of

    Account and shall also keep minutes of the proceedings of its members,

    Board of Directors and committees having any of the authority of the Board of

    Directors, and shall keep at the registered or principal office a record

    giving the names and addresses of the members entitled to vote. All books

    and records of the corporation may be inspected by any member, or his agent

    or attorney for any proper purpose at any reasonable time.

 

 

                                      ARTICLE X

 

                                     Fiscal Year

 

    The fiscal year of the corporation shall begin on the first day of January

    and end on the last day of December in each year.

 

 

 

                                  

                                    ARTICLE XI

 

                                  Waiver of Notice

 

    Whenever any notice whatever is required to be given under the provisions of

    the General Not For Profit Corporation Act of Illinois or under the

    provisions of the articles of in-corporation or the by-laws of the

    corporation, a waiver thereof in writing, signed by the person or persons

    entitled to such notice, whether before or after the time stated therein,

    shall be deemed equivalent to the giving of such notice.

 

 

                                    ARTICLE XII

 

                                     Committees

 

    Committee Chairpersons shall be appointed by the President and approved

    by a majority vote of the Board of Directors.  Committee Chairpersons shall

    have a vote on the Board of Directors.

 

                                  Control Operators

 

    Control operators shall be appointed by the President and approved by a

    majority vote of the Board of Directors. Control operators do not have a

    vote on the Board of Directors.

 

                                

 

 

                                   ARTICLE XIII

 

                                Amendments to By-Laws

 

    The constitution and by-laws shall be amended by a majority vote of the

    membership present at an announced general meeting, but subject to

    ratification by the Board of Directors.

 

 

                                    ARTICLE XIV

 

                                        Dues

 

    Dues and assessments shall be determined by a majority vote of the Board of

    Directors. The amount of dues shall be determined  annually by the Board of

    Directors.  There will be no extra charge for licensed family members,

    residing in the same household, of the dues paying member. A special

    reduced rate may be authorized by the board  for Seniors and Students.      

    The dues will be used to pay for the maintenance of the repeater, and for

    the purchase of new equipment when necessary, etc.  Dues are paid on an

    annual basis and are due January 1st of each year.  Dues notices are sent

    to members about the first of December for the upcoming year.  If the dues

    are in the arrears over 45 days a member will be considered suspended and

    may be reinstated according to Article III Section 6.

 

 

                                     ARTICLE XV

 

                                   Repeater Rules

 

    The rules and regulations governing the use of this amateur repeater station

    are the same as those of the Federal Communication Commission governing

    amateur radio operators, in addition to those drawn up by the Trustee and

    Board of Directors. Any member of the association who breaks any of these

    rules, can without prior notice, be dropped from membership and/or have his

    repeater privileges suspended for an amount of time to be decided by the

    decision of the Trustee and Board of Directors.