Founding_Documents Page

TABLE OF CONTENTS

Article I: Name & Principal Location

Article II: Purpose

Article III: Membership

Article IV: Membership Meetings

Article V: Board of Directors

Article VI: Finances and Contracts

Article VII: Books & Records

Article VIII: Administrative Rules

Article IX: Membership Rights

Article X: Dissolution

Article XI: Etiquette and Decorum

ARTICLE I: NAME & PRINCIPAL LOCATION

Section 1. NAME

The name of the corporation shall be " Davie/Cooper City Amateur Radio Club, Inc.", hereinafter may be

referred to as DCARC, or the organization.

Section 2. PRINCIPAL OFFICE & REGISTERED AGENT

The principal office of the organization shall be concurrent with that of the registered agent.

Section 3. FISCAL YEAR

The fiscal year of the organization shall be from January 1 through December 31 in each calendar year.

ARTICLE II: PURPOSE

The purpose of this organization is to further the exchange of information, to promote radio knowledge and

individual operating proficiency, and conduct club programs and activities as to advance the general interest and

welfare of amateur radio in the community, and encourage membership in our national organization (ARRL).

ARTICLE III: MEMBERSHIP

Section 1. GENERAL QUALIFICATION

Membership in the organization is open to all individuals who qualify in any of the categories stated in Section 2

below, regardless of their race, creed, color, religion, gender, sexual orientation, political affiliation, marital status

or any other reason that would be biased or prejudicial.

Section 2. MEMBERSHIP

A. A FULL MEMBER shall be any legally competent person who is a licensed radio amateur, applies for

membership, signs the required documents, pays the required membership fees, assessments and agrees

to follow the by-laws. Full membership includes all club privileges as well as rights to hold club office

and to vote.

B. A FAMILY MEMBER shall be any person, who is part of a Full Member’s family, living at the same

place of residence, has a family member’s fee paid, and agrees to follow all bylaws. Minor aged family

members, below the age of 18, will be the sole responsibility of parent(s) or guardian(s). Family

membership accords all rights of a full member, except that minors under the age of 18 cannot hold

office and minors under the age of 12 cannot vote.

C. AN ASSOCIATE MEMBER shall be any person actively engaged in a class leading to an amateur radio

license and all other interested persons that wish to support the organization, receive any official

communications, participate in events and attend meetings. An associate member cannot hold office or

vote and must have all dues/fees paid.

D. The membership period shall run from January 1 through December 31 of each year of membership,

regardless of the actual initial date of membership.

Section 3. ANNUAL DUES

A. The membership shall determine by vote in accordance with Article VIII, Section 1.D.), the annual dues

to be assessed. Annual dues are due on January 1^st of each year and must be paid by the March meeting

(grace period). If dues are not paid by that time, the member will be considered inactive and may be

removed from the membership roster. Inactive members have no membership privileges. Elected officers

must have their dues paid in order to hold office. An elected officer who does not have their dues paid on

time shall lose their office and membership and the office shall be declared vacant.

B. Annual dues for full and family members is determined as in paragraph A.

C. The club, by designated voting methods in Article VIII Section 1 may, at any regular meeting, levy upon

the general membership such assessments as shall be deemed necessary for the business of the

organization. Non-payment of such assessments shall be cause for expulsion from the club within the

discretion of the membership.

Section 4. DISCHARGING OF MEMBERS

Any member may be immediately discharged by a unanimous vote of the Board of Directors for such acts as

conduct discrediting to the organization, disruption of meetings or events, unlawful acts, unlawful acts

against the organization or its officers, for threats of violence against any member of the organization, or for

violation of by-laws and/or safety rules. For a lesser severity of the above (or similar) offenses, any member

may be progressively disciplined by up to 3 simple majority votes of the Board of Directors as follows: first

vote, a written warning; then second vote, a suspension; and third vote, discharge. Any member discharged

for any of the above (or similar) offenses shall not be eligible for any refund, in part or whole of any dues

paid. The member may also be subject to criminal prosecution.

ARTICLE IV: MEMBERSHIP MEETINGS

Section 1. BOARD OF DIRECTORS MEETINGS

All general Board of Director's meetings shall be open to the membership. However, the Board of Directors

reserves the right to hold closed meetings for the purpose of discussing specific topics. These topics may

include:

1. Legal proceedings

2. Pending or proposed litigation

3. Specific member issues

4. Issues that may be potentially damaging to the reputation or substance of the organization.

5. Contract negotiations

Special meetings may be called by the President upon written request of any club member. Notices shall be

sent to members concerning special meetings and the business to be transacted. Only such business as

designated in the notice shall be transacted during the special meeting. Such notices shall be sent so that

they arrive not less than 72 hours before the meeting, either by e-mail or telephone. Any decisions, votes,

mandates or other decisions voted on and passed by a quorum vote during these closed sessions must be

disclosed to the general membership in a prompt and efficient manner.

Section 2. QUORUM FOR A BOARD MEETING

There must be at least four (4) Board members present to conduct any Board meeting and at least one of

these must be an officer of the organization, either President, Vice President, Secretary or Treasurer.

Section 3. ANNUAL MEETING

Once per calendar year the annual general membership meeting shall be held during the monthly December

meeting at a place and time designated by the Board of Directors for the purpose of the transaction of such

business as may need to come before the general membership. Notice of the annual meeting shall be

published on the organization’s website no less than 30 days prior to the meeting.

Section 4. GENERAL MEMBERSHIP MEETINGS

Robert’s Rules of Order shall govern all meetings. Regular meetings shall be held once during each

calendar month in a previously announced and publicly accessible location.

Section 5. NOTICE OF MEETINGS

Notification of all meetings shall be given on the website, except in the case of an emergency Board of

Directors meeting or Special Meeting called by the President.

Section 6. QUORUM FOR A GENERAL MEMBERSHIP OR ANNUAL MEETING

There must be two (2) Board Members and the lesser of:

(a) 15% of the total membership or

(b) 15 members

present to conduct a general membership or annual meeting. In the event a quorum is not attained, a

meeting may be called to order by any current sitting Board Member for informational purposes only.

Voting shall be conducted as described in Article VIII Section 1 and elsewhere in this document

ARTICLE V: BOARD OF DIRECTORS

Section 1. GENERAL POWERS

The business and affairs of the organization shall be managed and directed by a consensus of its officers and

directors. Before incurring any indebtedness exceeding $150.00 by the President and $150.00 by the Board

in any single quarter, and so long as the general fund does not drop below $500.00, the General

Membership shall ratify such action. In the event of any unforeseen or unpredictable situation that may

endanger the organization, the officers and the Board of Directors are empowered to take whatever

immediate action is deemed necessary to protect the organization and mitigate the situation.

Section 2. NUMBER AND TENURE

The number of Directors shall be seven (7). Newly elected Directors shall succeed the Directors named in

the State of Florida Annual Corporate report. Board members shall be elected to serve for a period of one

(1) calendar year and may run for re-election. All Directors must be members in good standing. No Director

shall fill two seats on the Board. The general membership shall elect Board Members At Large to fill the

seven member requirement beyond the officers listed in Sections 3 and 8 below.

Section 3. POSITIONS AND DUTIES OF THE OFFICERS AND BOARD OF DIRECTORS

The Board of Directors shall consist at least of the following members:

A. President

The office of the President will be responsible to the membership to enforce and protect the by-laws.

He or she will chair all meetings of the general membership and meetings held by the Board of

Directors. In the event of a tie vote of the Board of Directors the President's vote shall be counted.

The President is answerable to the membership for the conduct of all business. The President shall be

the principle executive officer of the organization. He or she will sign any and all deeds, mortgages,

bonds, contracts, or other instruments the Board has authorized to be executed. The President shall

decide all questions of order; and perform all other duties pertaining to the office of President.

B. Vice-President

In the absence of the President, the Vice President shall perform the duties of the President, and when

so acting, shall have the powers of, and be subject to, all the restrictions of the President. The Vice

President shall be the chairman of all committees and shall be authorized to constitute committees as

needed. The Vice President shall report the findings of all committees to the President. It shall be his

or her duty to see that any information necessary for the proper, and smooth functioning of the

organization is promptly distributed to all parties concerned. The Vice President shall organize

programs to be presented at the general membership meetings.

C. Secretary

The Secretary shall carry on all correspondence, read communications at each meeting, and send

meeting notices to each member. At the expiration of the elected term, all of the Secretary’s records

belonging to the organization, shall be turned over to the successor.

In addition, the Secretary shall keep:

1. The minutes of the general membership meetings,

2. The minutes of the Board of Directors' meetings,

3. A roster of all members, their contact information, and their membership status, and

4. A copy of the by-laws and all resolutions passed by the Board and membership for reference at

meetings. The resolutions may be indexed by year and sequence number and indicate whether

passed by the Board or Membership (e.g. B17-1 or M18-3).

D. Treasurer

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the

organization; receive and give receipts for monies due and payable to the organization from any

source whatsoever; deposit all such monies in the name of the organization in such banks, trust

companies, or other depositories as required. The Treasurer shall present a financial report at Board

meetings, General Membership meetings, and the Annual meeting at a time and manner prescribed by

the Board of Directors. The Treasurer shall receive all new and renewal membership applications,

and upon acceptance of the dues, forward the applications to the Secretary. Expenses of the

organization shall be paid promptly, after receipt and verification of invoice or other such notice of

debt, as approved by a minimum of two board members. All paid invoices shall be kept in an orderly

manner. The Treasurer shall ensure that all bank accounts shall have a minimum of two Board

Members as signatories on the accounts. The Treasurer shall be responsible for maintaining the

insurance records and/or performance bonds of the organization and insuring the best possible

premium for such coverage. At the expiration of the elected term, all of the Treasurer’s records

belonging to the organization, shall be turned over to the successor.

Section 4. VACANCIES

Any vacancy on the Board of Directors shall be filled by the Board Members appointing an interim member.

The interim member is to remain in office for the duration of the term.

Section 5. REMOVAL FROM OFFICE

A. Any Board member may be removed from office for: Malfeasance, neglect of duties, willful disrespect of

his own safety and that of others, misappropriation of goods or property belonging to the organization,

for flagrant disregard for the current bylaws of the organization, or for conduct discrediting to the

organization.

B. The process for removal is:

1. Anyone in the General Membership may submit a written statement of charges accompanied with

documentation that substantiates such charges, to the Board of Directors.

2. Within fifteen (15) days of receiving the written statement, the Board of Directors then will convene

a hearing to review the charges, interview all concerned and/or involved parties and make a

decision as to what action should be taken.

3. If the action taken by the Board of Directors is not satisfactory to the charging member, he or she

may present the charges for resolution to the General Membership at the next General

Membership meeting held after accomplishing the notification requirements of Article VIII Section

1.B.

C. The final resolution will be determined by a 3/5 majority of the votes received from the membership via a

secret ballot at that meeting.

Section 6. RULES OF SUCCESSION

In the event the President cannot perform his or her duties, the Vice-president must take over the office of

the President, vacating the office of Vice-president. The Vice President's office will then be filled in

accordance with Article V, Section 4.

Section 7. APPOINTED POSITIONS

The President or the Board of Directors has the authority to appoint persons to certain positions, such as:

Sergeant at Arms, Registered Agent, Webmaster, Event Coordinator and Committees.

Section 8. ADDITIONAL BOARD MEMBERS

A. The Immediate Past President.

B. Directors elected at large

C. If there is no Immediate Past President, then additional Directors shall be elected at large to maintain a

seven (7) member Board.

ARTICLE VI: FINANCES AND CONTRACTS

Section 1. LOANS

No loans shall be contracted on behalf of the organization, and no evidence of indebtedness shall be issued in

its name, unless authorized by vote of the Board of Directors or by vote of the General Membership.

Section 2. CHECKS, DRAFTS, ETC.

Except for legitimate expenses of the organization and authorized persons, no money in any form shall be

issued without the approval of the Board of Directors.

Section 3. GIFTS

The Board of Directors may accept, on behalf of the organization, any contributions, donations, bequest, or

device (s).

Section 4. COMPENSATION

Members of the Board of Directors shall not receive any salaries for performing their duties. Members of

the Board of Directors, The Registered Agent, and any other member authorized to perform a duty or

service may, if the funds exist, apply for reimbursement of expenses, but must present to the Treasurer proof

through receipts, of such legitimate expenses. Guidelines for certain types of reimbursements and the

approval of submittals shall be the responsibility of the Board of Directors. A special policy for “per diem”

or “per event” or “per mile of travel” reimbursements on a pre-set amount for certain events may be

created by the Board of Directors.

Section 6. LATE FEES & SPECIAL ASSESSMENTS

The Board of Directors, upon presentation of proof of need from the Treasurer or other knowledgeable

party, shall have the right to propose Special Assessments against the General Membership. Details

evidencing such need for a Special Assessment must then be fully disclosed to the General Membership

promptly upon discovery, via whatever means are available, including but not limited to: publishing on the

organization’s website, email and phone. A vote of the General Membership is required to ratify such

Special Assessment (in accordance with Article VIII, Section 1. D.). Additionally, the Board of Directors

may assess late fees on members whose renewal membership dues are not paid in accordance with these By-

Laws.

Section 7. NEGOTIATIONS AND CONTRACTS

Any negotiations to be performed on behalf of the organization shall be authorized in advance by the Board.

Any member so authorized shall be given an expenditure limit (budget) and other constraints that the Board

deems necessary.

Section 8. INDEMNIFICATION

The organization shall, to the extent permitted by law, indemnify members serving as Officers, Directors or

employees of the organization against any threatened, pending or completed legal action, suit or proceeding

resulting from that member’s service in such capacity.

ARTICLE VII: BOOKS & RECORDS

Section 1. CURRENT FILES

A. The Secretary shall keep minutes of all meetings, the official copy of the by-laws, amendments,

resolutions, and the membership roster.

B. The Treasurer shall keep complete books and records of accounts. The financial records may be

inspected by any member, for any proper purpose, by making an appointment with the Treasurer.

Section 2. PRIOR RECORDS

All other records and files shall be kept by the Registered Agent. Files that are more than ten (10) years old

may be destroyed.

ARTICLE VIII: ADMINISTRATIVE RULES

Section 1. VOTING

A. Election of officers and Board Members shall be held no later than the regular December meeting, which

will be designated the organization’s Annual Meeting. Nominations should be open during the previous

monthly meeting.

B. In the case of an unopposed slate of officers and directors, the President may entertain a motion for the

Secretary to cast a single vote to approve the slate by acclamation.

C. When a member recognizes the need for a By-Law change, the proposed amendment must be submitted

to the Board of Directors. The proposed change will then be published on the organization’s website, all

members will be notified by email (or similar means) and a voted will be held by the General Membership

at a membership meeting scheduled at least 30 days after notification. A majority vote of 3/5 of the

members present is required to enact the proposed change.

D. Ratification by the General Membership of a Special Assessment or dues change shall be at a

membership meeting scheduled at least 30 days after notification. A simple majority vote of members

present is required to enact the proposed Special Assessment or dues change.

E. All voting for officers or bylaw changes shall be done using paper ballots. A qualified email from a

member who cannot attend the vote may be sent to the secretary prior to the meeting stating his wishes

on a particular vote, or authorizing the Secretary to vote as he sees appropriate. (A copy of the proxy

wording is in appendix 1 to the bylaws

F. Voting for any other item at a general or annual meeting shall be done by a hand vote, and a simple

majority shall prevail.

Section 2. COMMENCEMENT OF NEW OFFICERS' TERMS

Newly elected Board of Directors and officers will take over on January 1 after the December election.

Section 3. CLUB CALL SIGN

The organization holds a club call sign as provided by FCC rules part 97. That call sign is NA4DC. The

President shall assign trusteeship of the club call sign. The trustee shall:

Be a member of the club in good standing.

Hold a valid Amateur Radio license.

Not had his/her Amateur Radio license revoked or sanctioned at any time.

Not be a criminal or fugitive from justice.

ARTICLE IX: MEMBERSHIP RIGHTS

Upon acceptance into the organization, each member is entitled to:

A. The right to attend all meetings and events, in accordance with any and all rules and regulations.

B. To vote, in accordance with privileges accorded in Article 3, Section 2 on matters placed before the

General Membership.

C. To examine all documents of the organization (except those relating to closed meetings until the Board of

Directors deems such information is no longer necessary to remain confidential).

ARTICLE X: DISSOLUTION

Section 1. Termination of Operations

In the event that the Board of Directors determines that the organization should be dissolved, a motion for

such dissolution must be presented to the General Membership and receive at least a two-thirds vote of the

membership present at a dissolution meeting to pass.

Section 2. Disposition of Assets

The Club Officers and Board Members shall handle the disposition of all assets of the club. No member or

group of members shall receive benefit from the assets. All equipment will be sold and net proceeds, along

with all cash, will be donated to one or more not-for-profit organizations. The not-for-profit organization

will be selected by a vote of the members present at the final meeting.

ARTICLE XI: ETIQUETTE AND DECORUM

All members of the organization shall, in keeping with our goals and objectives, be governed by and subject to the

following code of ethics:

1. The use of any item that does not belong to you without permission is prohibited. The theft of any item,

no matter how small, is grounds for prosecution and dismissal.

2. Respect the right of privacy of others.

3. The use or possession of illegal drugs/narcotics is cause for immediate expulsion.

4. Failure to follow event rules can lead to expulsion from the event and bar you from future events.

5. Keep safety in mind at all times.

6. Do not use profanity, slander, libelous statements to convey any threat, implied or real, to any member.

7. Members cannot use the organization’s publications or events for any political purpose.

8. Proprietary membership information cannot be released without the Board of Directors as well and the

individual member's approval.

9. Parents shall be responsible for the control and behavior of their minor children.

10. There shall be no disrespectful or any other inappropriate behavior that would be distasteful to members

and guests.

This document was approved on 11/06/2018 by the membership, 72 Yeas to 0 Nays with 22 abstentions.

Our original Constitution was done away with, the By-Laws contain all of the required material.