RESTATED AND AMENDED BYLAWS
ST. CLOUD AMATEUR RADIO CLUB
Section 1.1. Registered Office. The city, town, or other community in which the registered office of this corporation is located in Minnesota shall be set forth in the Articles of Incorporate of this corporation, or in a certificate of change of registered office filed with the Secretary of State of Minnesota reflecting the adoption of a resolution by the Board of Directors of this corporation changing the registered office.
Section 1.2 Other Offices. This corporation may have such other offices, within or without the State of Minnesota, as the Board of Directors may from time to time determine.
Section 1.3 Corporate Seal. This corporation shall have no corporate seal.
Members: Meetings, Property Rights
Section 2.1. Members and Meetings. The Articles of Incorporation of this corporation provide that the membership in this corporation shall be open to all persons having an interest in the club’s objectives, and who declare a desire for membership and express a willingness to abide by the Articles of Incorporation and Bylaws and other rules promulgated by the club. A member is defined as a person who has paid their dues. No other qualifications for membership are required. Certification of membership shall be by a receipt of a membership card, certificate or receipt. A member will have a grace period of one (1) month to pay his / her dues at the beginning of each year (January 1st to January 31st) before he / she is no longer considered a member. Furthermore, dues received any time during the calendar year will be just from the time of payment to December 31st of that calendar year. Dues paid in the month of December shall be for the remainder of the year and the next full calendar year.
Section 2.2. Property Rights. No member shall have any right, title or interest in or to any property of this corporation.
Section 2.3. Annual Meeting. There shall be an annual meeting of the St. Cloud Amateur Radio Club for the election of directors and officers and the transaction of such other business as may be deemed necessary shall be held on a day appointed by the President during the month of November at such place as is designated by the President. Directors shall hold office for a period of two (2) years, or until a successor is named, or until the next annual meeting. Notices of annual meeting shall be given by ten (10) days written notice. Page 1 of 7
Section 2.4 Special Meetings. A special meeting of the members may be called at any time by the President, Vice-President or by a majority of the Board of Directors.
Section 2.5 Quorum. The presence, in person, of twenty-five (25%) percent of the voting members shall constitute a quorum for the transaction of business unless conducted during a regularly scheduled meeting.
Section 2.6 Voting Privileges. Only current members as defined in section 2.1 shall be able to vote.
BOARD OF DIRECTORS
Section 3.1 General Powers. The property, affairs and business of this corporation shall be managed by the Board of Directors.
Section 3.2. Number, Qualification and Term of Office. The number of directors shall be not less than seven (7). Members of the Board shall consist of four elected officers, the immediate past president and two persons from the general membership. The number may be increased may be increased or may be diminished to not less than seven (7), by the affirmative vote of a majority of the total number of directors. Each director shall be a natural person of full age and shall hold office until the annual meeting of the directors next following his or her election and until his or her successor shall have been elected and shall qualify, or until his or her death, resignation, or removal as hereinafter provided.
Section 3.3. Organization. At each meeting of the Board of Directors, the President of this corporation or, in his or her absence, a chairman chosen by a majority of the directors present, shall preside. The Secretary of this corporation of, in his or her absence, any person whom the chairman shall appoint, shall act as secretary of the meeting.
Section 3.4. Resignation. Any director of this corporation may resign at any time by giving written notice to the President or to the Secretary of this corporation. The resignation of any director shall take effect at the time, if any, specified therein or, if no time is specified therein, upon receipt thereof by the officer of this corporation to whom such written notice is given; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary.
Section 3.5. Vacancies. Any vacancy in the Board of Directors caused by death, resignation, removal, an increase in the number of directors, or any other cause, shall by filled by a vote of the remaining directors (though less than a quorum), and each director so chosen shall hold office until the next annual election and until his or her successor shall be duly elected and qualified, unless sooner displaced.
Section 3.6 Place of Meetings. The Board of Directors may hold its meetings at such places, within or without the State of Minnesota, as it may from time to time determine.
Section 3.7 Meetings. There shall be meetings of the Board of Directors to be held at the discretion of the President, or at the direction of the Board of Directors. There shall be an annual meeting which will be held each year for the purposed of electing the directors and officers of this corporation and for the transaction of such other business as shall come before the meeting. Notice of such meeting shall be given as provided in Section 3.8 hereof for special meetings of the Board of Directors, unless excused in accordance with Section 3.9 hereof.
Section 3.8 Special Meetings; Notice. Special Meetings of the Board of Directors shall be held whenever called by the President of by a majority vote of the other directors. Notice of each such special meeting shall be mailed to each director, addressed to him or her at his or her residence or usual place of business, at least five (5) days before the day on which the meeting is to be held. Each such notice shall state the time and place of the meeting, but need not state the purposes thereof except as otherwise herein expressly provided.
Section 3.9. Notices Excused. Notice of any meeting of the Board of Directors need not be given to any director who shall be present at such a meeting; and any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all of the directors of this corporation then in office shall be present thereat or waive such notice in writing before, at, or after such meeting.
Section 3.10. Quorum and Manner of Acting. Except as otherwise provided by statute or by these Bylaws, a majority of the total number of directors shall be required to constitute a quorum for the transaction of business at any meeting, and the act of majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
Section 3.11. Removal of Directors. Any director may be removed, either with or without cause, at any time, by a vote of a majority of the total number of directors, at a special meeting of the Board of Directors called for the purpose, and the vacancy in the Board of Directors caused by and such removal shall be filled in the manner specified in Section 3.5 hereof.
Section 3.12. Proxies. Proxies shall be permitted.
Section 4.1. Number. The officers of this corporation shall be a President, Vice President, Secretary, a Treasurer and, if the Board of Directors shall so elect, one (1) or more Vice Presidents and such other officers as may be appointed by the Board of Directors.
Section 4.2. Election, Term of Office, and Qualifications. All officers shall be elected every two years by the Board of Directors, and, except in the case of officers appointed in accordance with the provisions of Section 4.10 hereof, each shall hold office until the next annual election of officers and until his or her successor shall have been duly elected and qualified, or until his or her death, or until he or she shall resign, or until he or she shall have been removed in the matter hereinafter provided.
Section 4.3. Resignations. Any officer may resign at any time by giving written notice of his or her resignation to the Board of Directors, to the President or to the Secretary of this corporation. Any such resignation shall take effect at the time, if any, specified therein or, if no time is specified therein, upon receipt thereof by the Board of Directors, President or Secretary of this corporation; and, unless Page 3 of 7
otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.4. Removal. Any officer may be removed, either with or without cause, by a vote of a majority of the members, at any annual or special meeting called for the purpose, and such purpose shall be stated in the notice or waiver of notice of such meeting.
Section 4.5. Vacancies. A vacancy in any office because of death, resignation, removal, or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for election or appointment to such office.
Section 4.6. President. The President shall be the chief executive officer of this corporation and shall have general active management of the business of this corporation; shall, when present, preside at all meetings of the Board of Directors; shall see that all orders and resolutions of the Board of Directors are carried into effect; may execute and deliver in the name of the corporation (except in cases in which such execution and delivery shall be expressly delegated by the directors or by these Bylaws to some other officer or agent of this corporation or shall be required by law to be otherwise executed or delivered) any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of this corporation, including, without limitation, any instruments necessary or appropriate to enable this corporation to donate income of principal of the corporation to or for the account of such corporations, associations, trusts, foundations, and institutions as referred to or described in the Articles of Incorporation of this corporation and as this corporation was organized to support; shall perform such other duties as may from time to time be prescribed by the Board of Directors; and, in general, shall perform all duties usually incident to the office of the President.
Section 4.7. Vice President. Each Vice President, if any shall be elected by the membership, shall have such powers and shall perform such duties as may be prescribed by the Board of Directors or by the President. In the event of absence or disability of the President, Vice Presidents shall succeed to his or her powers and duties in the order designated by the Board of Directors.
Section 4.8. Secretary. The Secretary shall be Secretary of and when present, shall record proceedings of all meetings of the Board of Directors; shall keep a register of the names and addresses of all members of this corporation; shall at all times keep on file a complete copy of the Articles of Incorporation and all amendments and restatements thereof; shall, when directed to do so, give proper notice of meetings of the Board of Directors; shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President; and in general, shall perform all duties usually incident to the office of the Secretary.
Section 4.9. Treasurer. The Treasurer is the Director of all properties of the Corporation and maintains records as such. The Treasurer shall keep accurate accounts of all amounts of this corporation received or disbursed; shall deposit all moneys, draft, and checks in the name of, and to the credit of, this corporation in such banks and depositaries as a majority of the Board of Directors shall from time to time designate; shall have power to endorse for deposit all notes, checks and draft received by this corporation; shall disburse the funds of this corporation as ordered by the Board of Directors, making proper vouchers therefore, shall render to the President and the directors, whenever required, an account of all his or her transactions as Treasurer and of the financial condition of this corporation; shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President; and, in general, shall perform all duties as usually incident to the office of the Treasurer. He shall also supervise and be responsible for the maintenance of a current membership list.
Section 4.10. Other Officers, Agents, and Employees. This corporation may have such other officers, agents, and employees as may be deemed necessary by the Board of Directors. Such other officers, agents, and employees shall be appointed in such manner, have such duties, and hold their offices for such terms as may be determined by the resolution of the Board of Directors.
Section 4.11. Bond. The Board of Directors of this corporation shall from time to time determine which, if any, officers of this corporation shall be bonded and the amount of each bond.
Section 4.12. Radio License. The Trustee shall be the custodian of this club radio license.
Section 5.1. Books and Records. The Board of Directors of this corporation shall cause to be kept:
a. Records of all proceedings of the Board of Directors; and
b. Such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business.
Section 5.2. Documents Kept at Registered Office. The Board of Directors shall cause to be kept at the registered office of this corporation originals or copies of:
a. Records of all proceedings of the Board of Directors; and
b. All financial statements of this corporation; and
c. Articles of Incorporation and Bylaws of this corporation and all amendments and restatements thereof.
Section 5.3. Accounting System and Audit. The Board of Directors shall cause to be established and maintained, in accordance with generally accepted accounting principles applied on a consistent basis, an appropriate accounting system for this corporation. The Board of Directors shall cause the records and books of account of this corporation to be audited on an annual basis and as determined by the Board of Directors as they deem appropriate and may retain such person or firm for such purposes as it may deem appropriate.
Section 5.4. Compensation. The Board of Directors of this corporation may at any time and from time to time, by resolution adopted by two-thirds (2/3) of the total number of directors, provide for the payment of compensation to, and for, the payment or reimbursement of expenses incurred by, any director, officer, agent, or employee of this corporation for personal services rendered to this corporation by or for any expenses necessary paid or incurred by, any such director, officer, agent, or employee, but only if and to the extent that the performance of such service or the incurrence of such expenses is directly in furtherance of the charitable purposes of this corporation and the compensation of the amount of expenses paid or reimbursed, as the case may be, is reasonable and not excessive.
Section 5.5. Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.
Section 5.6. Checks, Drafts, and Other Matters. All checks, drafts, or other orders for the payment of money and all notes, bonds, or other evidence of indebtedness issued in the name of this corporation shall be signed by the President and Treasurer in such manner as may from time to time be determined by resolution of the Board of Directors.
WAIVER OF NOTICE
Whenever notice of any meeting is required to be given by these Bylaws or any of the corporate laws of the State of Minnesota, such notice may be waived in writing, signed by the person or persons entitled to such notice, whether before, at, or after the time stated therein or before, at or after the meeting.
AUTHORIZATION WITHOUT A MEETING
Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing signed by all of the directors.
These Bylaws shall be amended only in the following manner:
1) The Secretary shall notify members of the proposed amendments by written notice;
2) The proposed amendments shall be voted on at the next scheduled meeting of the members;
3) A two-thirds vote of all members shall be required or approval of any amendment, whether voting in person at a meeting to consider such amendment or by proxy.
DEDICATION OF ASSETS
The property of this Corporation is irrevocably dedicated to educational and scientific purposes, and no part of its net income shall ever inure to the benefit of any directors, officer, or member thereof, or to the benefit of any private individual.
Upon the dissolution of the corporation, its assets remaining after the payment of, or provision for the payment of all debts and liabilities, shall be distributed to the American Radio Relay League, Inc. Page 6 of 7
if it is then in existence and exempt under Section 501(c)(3) of the Internal Revenue Code; but if it is not then in existence of exempt, to another organization which is organized and operated exclusively for educational and scientific purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
The Corporation shall establish a bank account. The Treasurer shall keep a record of all income and expenses. All expenditures shall be paid by check. No expenditure can be made in excess of $350.00 in any one transaction without the approval of the Board of Directors. All club activities must be approved by the Board of Directors. The club shall have the privilege of owning property, both real and personal, and shall have the right to buy and sell in the club’s name.
These Bylaws were adopted as and for the Bylaws of St. Cloud Amateur Radio Club, a Minnesota corporation, on this 20th day of November, 2015.
President Alex Hartman
Vice President James Kantor
Secretary George Corte