We, the members of the Houston ECHO Society, Inc., being desirous to secure for ourselves the pleasures and benefits, without pecuniary gain, of the association of persons commonly interested in amateur radio, to provide communication in the public interest, develop individual proficiency and, in general, promote amateur radio, do hereby adopt these bylaws in conjunction with our Articles of Incorporation as a non-profit corporation in the State of Texas.
Article I - Membership
Section 1: Membership shall be composed of four classes (refer to Article I, Section 3 for membership requirements):
A. Life Membership;
B. Honorary membership;
C. General membership, which shall consist of two types:
1. individual membership;
2. family membership, which shall be available to persons with more than one licensed amateur radio operator in the immediate family residing in the same household.
D. Associate membership.
Section 2: Rights and privileges for membership shall be:
A. Life memberships shall be entitled to:
1. one vote for each life member;
2. access to any Houston ECHO Society, Inc. repeater and autopatch(es), provided the person holds a valid amateur license;
3. receipt of membership rosters, newsletters, society courtesy cards, and any other publications or items which the society may from time to time distribute to its members.
B. Honorary memberships shall be entitled to:
1. access to any Houston ECHO Society, Inc. repeater and autopatch(es), provided the person holds a valid amateur license;
2. receipt of newsletters and society courtesy cards which the society may from time to time distribute to its members;
3. no receipt of membership rosters;
4. no voting privileges.
C. General memberships shall be entitled to:
1. one vote for each individual member and one vote for each family member included in a family membership;
2. access to any Houston ECHO Society, Inc. repeater and autopatch(es), provided the person holds a valid amateur license;
3. receipt of membership rosters, newsletters, society courtesy cards, and any other publications or items which the society may from time to time distribute to its members.
D. Associate memberships shall be entitled to:
1. receipt of newsletters and society courtesy cards which the society may from time to time distribute to its members;
2. no voting privileges.
Section 3: Each membership shall be granted as follows:
A. Life membership shall be extended to any licensed amateur radio operator upon:
1. payment of life dues in the amount(s) specified by Article VI, Section 1;
2. in lieu of payment, life membership can be awarded to a person for highly exemplary performance to the society and the amateur radio service. The award must be approved by 75 majority vote of members present at a regular meeting provided that a quorum exists (see Article V, Section 2-F for the definition of a quorum). There is a limit of one awarded life membership per year.
3. written expression of willingness to abide by the Articles of Incorporation, Bylaws, and Rules and Regulations established by the Federal Communications Commission (hereafter referred to as FCC) pertaining to the amateur radio service;
4. submission of a photocopy of the prospective member's radio license;
5. acceptance by the membership committee;
6. understanding that life membership can not be passed of to other people and can be revoked by the executive committee (See Article II, Section I).
B. Honorary membership shall be extended to any person, whether or not this person holds an amateur radio license, upon:
1. making an outstanding contribution to, or promoting the awareness of, amateur radio;
2. having a certain distinction or recognition as a dignitary or other person of high honor;
3. acceptance by the membership committee.
C. General membership shall be extended to any licensed amateur radio operator upon:
1. payment of annual dues in the amount(s) specified by Article VI, Section 1;
2. written expression of willingness to abide by the Articles of Incorporation, Bylaws and the Rules and Regulations established by the FCC pertaining to the amateur radio service;
3. submission of a photocopy of the prospective member's amateur radio license;
4. acceptance by the membership committee.
D. Associate membership shall be extended to any individual or organization, except to licensed amateur radio operators, upon:
1. expression of an interest in amateur radio;
2. proof that the person is in the interim of successful completion of their first amateur radio exam and in receiving their first amateur radio license, the receipt of which will then upgrade the person to General membership status;
3. payment of annual dues in the amount(s) specified by Article VI, Section 1;
4. written expression of willingness to abide by the Articles of Incorporation, Bylaws and the Rules and Regulations established by the FCC pertaining to the amateur radio service;
5. acceptance by the membership committee.
Section 4: Termination of membership in the Houston ECHO Society, Inc. shall be accomplished upon:
A. the revocation or suspension of the members amateur radio license;
B. the expiration of a members amateur radio license if not then renewed; (This is the only act that will allow a person to reapply for membership, and then as an Associate member until the license is renewed.)
C. non-payment of dues at the end of a grace period of thirty-one (31) days following the dues expiration date of December 31;
D. two-thirds vote of members present at a regular membership meeting, provided a quorum exists (see Article V, Section 2-F). If any member feels that they were unjustly terminated, the member may appeal the decision to the Board of Directors of the Houston ECHO Society, Inc., whose decision is final.
Article II - Officers and Advisory Staffs
Section 1: The officers of this society shall be President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, Parliamentarian, Trustee(s), Maintenance Coordinator, Technical Coordinator, and Emergency Coordinator; and each must be a member of the Society.
Section 2: The elected officers of this society shall be elected for a term of one year by a ballot of members present at the annual election meeting, provided there is a quorum present See Article V, Section 2-F for the definition of a quorum). Transfer of officers shall take place the first of the month following their election, provided they meet the criteria specified in the bylaws. Nominations shall be handled as follows:
A. A nominating committee shall be appointed by the executive committee, with no member of the executive committee serving on the nominating committee;
B. The nominating committee shall observe and recruit society members for nomination to the elected officer positions, with no less than one candidate for each position;
C. The nominating committee must verify that all candidates they present have agreed to run for the specified office;
D. The nominating meeting shall be held one meeting prior to the election meeting, giving the members at least one month to study the list of nominees. At the nominating meeting, the nominating committee will present their candidates and nominations will be accepted from the floor.
Section 3: The trustee(s) shall be appointed by the board of directors. The board of directors may remove any trustee(s) from office at any time deemed necessary.
Section 4: The position of maintenance coordinator and technical coordinator shall be appointed by the trustee(s). These positions may be held concurrently by one or more people, at the option of the trustee(s). The emergency coordinator shall be appointed by the executive committee.
Section 5: Officer vacancies occurring between elections shall be filled by appointment by the board of directors until a special ballot at the first regular meeting following the withdrawal or resignation.
Section 6: Officers may be removed by a two-thirds vote of members present at a membership meeting, provided that a quorum exists (see Article V, Section 2-F for the definition of a quorum). Appeals may be made to the board of directors.
Article III - Duties of the Officers and Advisory Staffs
Section 1: Pursuant to the representation of the membership for the society, the duties of the president shall be:
A. to preside at all membership meetings of the society and conduct the same according to the rules adopted;
B. to enforce due observance of the Articles of Incorporation, Bylaws, and motions duly adopted by the membership;
C. to decide all questions of order;
D. to sign all official documents that are adopted by the membership, except those documents requiring board approval (e.g., leases in the name of the society, etc.);
E. to nominate, for appointment by the executive committee, permanent or ad hoc committees, as required, to accomplish the directives and goals of the membership, in accordance with Article VIII, Section 9.
Section 2: The duties of the vice-president shall be:
A. to assume all the duties of the president in the absence of the president;
B. to chair a standing committee or committees responsible for:
1. public relations and publicity for the society and amateur radio in general;
2. amateur radio public service activities.
Section 3: The duties of the recording secretary shall be:
A. to keep minutes of all membership meetings;
B. to keep a roll of members;
C. to give all records belonging to the society to the successor upon expiration of the term of office;
D. to furnish the information requested by Article IV, Section 6, Subsection C.
Section 4: The duties of the corresponding secretary shall be:
A. to prepare and mail all correspondence with third parties involving the society, its obligations, proposals, purchases, and all other matters, except as otherwise specifically provided in these bylaws;
B. to read appropriate communications at each meeting and notify all members in advance of each meeting as required in Article V, Section 2, including the agenda for such meeting;
C. to maintain a reading file of copies of all such correspondence;
D. to give all records belonging to the society to the successor upon expiration of the term of office.
Section 5: The duties of the treasurer shall be:
A. to receive all monies received by the society;
B. to keep an accurate account of all monies received and disbursed;
C. to issue all checks of the society only upon proper authorization;
D. to prepare itemized statements of receipts and disbursements and make such statements available for inspection by the members at least quarterly;
E. to properly prepare and timely file the Annual Return of Organization Exempt from Income Tax, Form 990, and any other federal, state, or local tax forms as may be required of the society by the taxing authorities;
F. to conduct all correspondence with taxing authorities relating to applications for exempt status for the society, inquiries by taxing authorities and replies thereto, extensions of time for filing returns, and any other related correspondence, provided the corresponding secretary is provided with a copy of all such correspondence;
G to give all records belonging to the society to the successor upon expiration of the term of office.
Section 6: the offices of recording secretary and corresponding secretary may be held by either one person per office or by one person for both offices.
Section 7: The executive committee shall meet from time to time, as necessary to conduct the society's routine business and to plan for the meetings and activities of the society, consistent with the goals and objectives of the society.
Section 8: The duties of the trustee(s) shall be to perform the following duties with regard to one or more repeater stations assigned to any one particular trustee, provided that no trustee shall serve as the trustee of more than one repeater in the same band:
A. to acquire and maintain the license(s) for the radio station(s) to be licensed by the society;
B. to provide for and assure proper monitoring of the repeater station(s) while in service and to see that the general operation of the repeater station(s) is consistent with good amateur practice, in accordance with all the applicable FCC rules and regulations;
C. to respond to any correspondence from the FCC regarding operation of the society's radio station(s);
D. to provide a copy to the board of directors, executive committee and specifically the corresponding secretary, of any correspondence received and the trustee's reply to such correspondence;
E. to be responsible for maintenance of the appropriate logs for the amateur radio station(s) licensed to the society.
F. Trustees shall be assisted in their duties by a control operator committee, the size and members of which is to be determined by the individual trustee. The committee shall be charged with the responsibility of monitoring the repeater(s) for which the trustee is assigned responsibility, in accordance with FCC regulations.
Section 9: The duties of the maintenance coordinator shall be:
A. to assure that the technical and general operation of such station(s) are in accordance with FCC regulations and the Federal Communications Act of 1934, as amended;
B. to repair, maintain and modify the station(s) and equipment as necessary to assure legal and reliable operation consistent with good amateur radio techniques, good engineering practices, and current state-of-the-art methods;
C. to maintain an appropriate maintenance log which shall include the date and time of maintenance done to existing equipment, a brief description of the maintenance work performed and by whom it is performed. The maintenance coordinator shall be assisted in the maintenance duties by a maintenance committee, the membership and size of which shall be determined by the maintenance coordinator. The responsibilities shall be limited to the station(s) and equipment in service at the station(s)' operating location.
Section 10: The technical director shall be responsible for:
A. planning and feasibility studies concerning addition of features, accessories, and/or services to existing station(s); additions of amateur radio station(s); and upgrading of existing station(s) and/or equipment;
B. making technical decisions necessary to accomplish the additions or upgrading of equipment described in Section8(A) above, consistent with the goals and objectives of the society, and submitting proposals for same to the membership for a vote to authorize funds;
C. design, construction and implementation of such additions and/or upgrading of equipment described in Section 8(A) above for which the membership has voted to provide funds The technical director shall be assisted in the technical duties by a committee, the membership and size of which shall be determined by the technical director.
Section 11: The duties of the parliamentarian shall be:
A. to advise and assist the president in all questions of order;
B. to maintain the Articles of Incorporation and Bylaws with all amendments thereto;
C. to cause all amendments, changes, additions, and deletions to be incorporated into the bylaws;
D. to have a copy of the Articles of Incorporation and the Bylaws at each meeting, available for inspection by membership;
E. to give everything in the parliamentarian's possession belonging to the society to the successor of this office;
F. to maintain and hold the current issue of Robert's Rules of Order
Section 12: The duties of the emergency coordinator shall be:
A. to coordinate all activities involving the society in emergency situations and emergency training.
Article IV - Board of Directors
Section 1: The board of directors shall be as constituted by the Articles of Incorporation.
Section 2: The board of directors shall oversee operations of the society and shall establish general policies and guidelines for the society. All responsibilities not otherwise specifically delegated to other officers by these bylaws shall be the responsibility of the board.
Section 3: Removal of a member of the board of directors shall be by a vote of three-fourths of the board members, with cause.
Section 4: Vacancies on the board of directors may be filled by a ballot of the remaining directors.
Section 5: The chairman of the board shall be elected annually by a ballot of the board members. In case of tie votes on matters before the board of directors, the chairman shall decide the tie by abstaining or casting the deciding vote. The chairman shall appoint a secretary to the board. The chairman of the board may appoint special, permanent or ad hoc committees.
Section 6: The duties of the secretary of the board shall be:
A. to record and maintain minutes of all meetings of the board of directors;
B. to conduct all correspondence for the board regarding board-level matters;
C. to maintain all permanent documents of the society including, but not limited to, leases, amateur radio license applications submitted by the society, copies of amateur radio licenses issued to the society, insurance policies, all documents and exemption letters concerning the society's tax exemption status, copies of the society's return of organization exempt from income tax, form 990, and the inventory of equipment and other fixed assets owned by the society;
D. to give all records belonging to the board to the successor of this office, in current good order.
Article V - Meetings
Section 1: No society business may be conducted at any meeting unless a quorum is present (see Article V, Section 2-F for the definition of a quorum).
Section 2: Provisions applicable to membership meetings shall be
A. the Society shall, unless otherwise notified, meet monthly. The regular monthly meeting of the Society shall be on a standard, specified night of each month, unless the membership shall approve an exception by vote at the meeting prior to any change. Such approved exceptions shall be announced each week during the society net;
1. the regular specified meeting night may only be changed by two-thirds vote of the members present and voting;
2. any proposal to change of the regular meeting night shall be submitted in writing to the officers of the society at a membership meeting. Such proposals shall specify the proposed night. A vote shall be taken on the proposal at the next meeting. The membership shall be notified at least seven days prior to the meeting at which the vote will be taken on the proposal;
B. meetings in addition to those specified in Section 2: A. (above) may be called by the officers, board of directors, or by membership vote at a regular meeting;
C. membership meetings other that the regular monthly meetings, those called by the officers, or those specified by membership vote at a prior meeting, must be called by the officers upon submission of a written request to the officers, signed by at least ten percent (10) of the members, which states the purpose for calling the special meeting;
D. the membership meeting for the election of officers shall be held at the regular monthly meeting in March of each year;
E. notice of all special meetings shall be given prior to the meeting date. Adequate notice shall consist of any one or all of the following:
1. Announcement on the Society's nets,
2. Special mailing,
3. Notification by publication in the Society's newsletter,
4. Notification using the automatic messaging systems which may be present on any of the Society's repeaters;
F. a quorum shall be defined as twenty-five members of the society or ten percent (10) of the society, whichever is less, for the purpose of a membership meeting;
G. members may not assign the power to exercise their vote to any third party acting as a proxy for any reason;
H. members may vote by mail in election of officers and in case of amendments to the bylaws. To vote by mail members will request a ballot by mailing a self-addressed, stamped envelope and a written request for a ballot to the corresponding secretary at least 30 days prior to a meeting. The completed ballot must be postmarked at least 10 days prior to the meeting.
Section 3: Provisions applicable to meetings of the board of directors shall be:
A. board of directors meetings shall be held at the discretion of the board members but in any case, there shall be no less than one (1) board meeting per year, such board meeting to be held by the end of March of each year for the purpose of reviewing society activities;
B. notice of all board meetings shall be given to all board members by mail at least seven (7) days prior to such meetings;
C. ten percent (10) or more of the membership may petition to the Chairman of the Board stating a grievance. The Chairman of the Board must call a board meeting within fourteen (14) days to consider the members' grievance.
D. The board of directors is to provide a copy of the minutes of board meetings to the executive committee.
Article VI - Dues
Section 1: Annual general membership dues for an individual are as specified by, and may be changed by, a majority vote of members present at a regular membership meeting provided a quorum exists. Membership dues will be calculated as follows:
A. Life membership will equal 20 times the individual dues;
B. Life membership for individuals who will be 65 years of age or older in the current year will be 10 times the individual dues, provided they have been a member of the society for at least 5 years;
C. Associate membership dues will be the same as for general membership;
D. General membership dues for a second family member will equal 1/2 individual dues, and for the third and additional family members in the same household will equal 1/4 individual dues for each.
E. General and associate membership dues for new members will only be pro-rated during the months of July through December at an amount of 1/2 the annual dues.
Section 2: Dues shall apply to each calendar year and are due January 1 of each year. Failure to pay dues by January 31 of the calendar year will cause termination of membership.
Section 3: There will be no membership dues credit for donation of materials and/or equipment.
Article VII - Amendments
Section 1: The bylaws may be amended. Amendments shall require enactment by two-thirds vote of the members present and voting.
Section 2: Proposals for amendments shall be submitted in writing to the officers of the society twenty-five (25) days prior to a membership meeting at which such amendments are to be considered for a vote. Such proposed amendments shall be voted on at the next membership meeting at least twenty-five (25) days subsequent to submission of the proposed amendment. All members must be notified by mail at least seven (7) days prior to the meeting of the intent to amend the bylaws and such notice shall include the proposed amendment.
Article VIII - Financial
Section 1: All monies will be maintained in an authorized bank account.
Section 2: All checks issued by the society must be signed by any two of the following:
A. President
B. Vice-president
C. Treasurer
D. Recording Secretary
E. Chairman of the board of directors
Section 3: The society's accounting year will be a calendar year (January 1 through December 31).
Section 4: The society's accounting records will be maintained on the cash basis of accounting.
Section 5: The society's accounting will be audited at the end of each calendar year by a committee appointed by the board of directors, and a report shall be made to the board and society membership.
Section 6: The expenditure of society funds may be authorized by:
A. Majority vote of the membership; however, no blanket authorization for more than $250 may be granted by vote of the membership. Any authorization of funds of more than $250 must be accompanied by a list of specifics (such as a bill of materials), provided that 10 may be included for contingency;
B. the executive committee in conformity with Article VIII, Section 7.
Section 7: The executive committee may approve payment of financial obligations necessary to sustain the agreed objectives of the club and not to exceed the sum of two hundred and fifty dollars ($250) without prior vote of approval of the membership.
Section 8: The executive committee shall have the authority to adopt certain financial and accounting policies so long as such policies do not conflict with the bylaws, legal requirements of the State of Texas and the Internal Revenue Service applicable to non-profit, tax exempt corporations, or the articles of incorporation and the goals and objectives of the society as stated therein.
Section 9: The executive committee shall appoint all committee chairpersons and/or committees.
Section 10: Life membership dues shall be placed in an insured interest bearing account. The dues will remain in the account and only the interest shall be used for society activities within the provisions set forth in this article.
Article IX - General Provisions
Section
1: Proceedings shall be governed
by Robert's Rules of Order, latest revision.
Section 2: Membership in the society is not a prerequisite for use of the repeater and autopatch sponsored by the society.
Section 3: In conformity with the non-profit corporation laws of the State of Texas, the board of directors shall have responsibility for all equipment and fixed assets owned by the society. The board of directors must authorize any disposition of equipment owned by the society that has been declared as surplus equipment. The society's inventory of equipment and other fixed assets shall be reviewed annually as of April 30 by the technical coordinator and the board of directors for the purpose of designating which equipment and other assets are considered surplus and available for disposal. The board of directors shall first offer all such surplus equipment for sale to members of the society. Any surplus equipment not so sold to the members may be disposed of in a manner determined by the board of directors.