By-Laws of the Oklahoma Repeater Society, Inc.
ARTICLE ONE
NAME AND PURPOSE
1.1 Name
The name of this organization is Oklahoma Repeater Society,Inc.,
also referred to here as the Society.
1.2 Purpose The purpose of the Society is:
1.2.1 To render public service through Amateur Radio, and
1.2.2 To gather and disseminate information concerning Amateur radio operation especially in the frequency modulation mode and repeater operation, and
1.2.3 To coordinate efforts and establish standards in regard
to repeater
systems and associated functions, and
1.2.4 To associate with groups similarly constituted in order
to broaden
the scope and function of Amateur Radio as a service in the
public interest, convenience or necessity, and
1.2.5 To encourage experimentation by the Society members in
advanced
techniques in the use of repeaters in order that the general
technical excellence of repeater systems shall be improved, and
1.2.6 To provide a forum for discussion of spectrum
utilization and the
achievement of maximum compatibility between various users of the
Amateur
Radio Bands. (Amended March 21, 1998)
ARTICLE TWO
MEMBERS
2.1 Membership Membership in this Corporation will be in three
(3)
classes: General Membership, Associate Membership and Affiliated
Group Membership.
2.1.1 General Membership General Membership shall be granted
to anyone
holding a current amateur radio operator's license of any class,
upon application and payment of dues.
2.1.2 Associate Membership Associate Membership shall be
granted to any
unlicensed individual upon application and payment of dues.
2.1.3 Affiliated Group Membership Affiliated Group Membership
may be
granted to organized groups with interest similar to those of the
Society,
upon application and payment of dues. Affiliated Group Membership
does not confer General Membership upon individuals of the
affiliating Group.
2.2 The term of membership shall run from January 1 through
December 31.
Dues may be paid at any regular meeting but are not pro-rated.
The amount of dues shall be $10.00 (ten) dollars per year for
individual membership.
(amended March 21, 1998)
2.3 Deleted March 21, 1998.
2.4 Deleted March 21, 1998.
ARTICLE THREE
DIRECTORS
3.1 Directors The Society shall be managed by a Board of
Directors. They
shall be responsible for conduction all Society business between
General Membership meetings.
3.1.1 Number of Directors The number of Directors is
determined as
follows:
The State shall be divided into six (6) Districts.
District One (1) Will be comprised of Oklahoma, Cleveland and
Canadian
counties in central Oklahoma.
This is the Metropolitan OKC District.
District Two (2) Will be comprised of Tulsa, Creek and Rogers
counties in
Northeastern Oklahoma. This is the Tulsa Metropolitan District.
District three (3) Will be the area North of Interstate 40 and
West of
Interstate 35, excluding the OKC Metro District One.
District Four (4) Will be the area North of Interstate 40 and
East of
Interstate 35, excluding the Metropolitan OKC and Tulsa Districts
1 and 2 respectively.
District Five (5) Will be the area South of Interstate 40 and
West of
Interstate 35, excluding the OKC Metropolitan District One.
District Six (6) Will be the area South of Interstate 40 and
East of
Interstate 35, excluding the OKC Metropolitan District One.
Each District shall have one (1) representative each for a
total of six
(6) Directors. Directors must live in the District they will
represent.
(Amended March 21, 1998)
3.1.2 Election of Directors
There shall be appointed by the general membership, a committee
to assist the Districts in the selection of candidates for
Director. There shall be a voter registration card for all
members listing the city and/or county of residence and the
District in
which the member resides. This card shall be presented at all
elections whose purpose is the election of Directors. Each member
shall only vote for the candidates for director in the District
in which he/she resides. Candidates for the position of Director
will be voted upon separately by the members of their District
present at the meeting. This process will continue until all six
(6) Districts have elected a Director.
(Amended March 21, 1998)
3.1.3 Directors Term of Office Directors shall be elected
every two (2) years unless a position is vacated for any reason.
In that case, a candidate shall be selected from the District in
which the vacancy occurs and any remainder of the term of office
shall be served until the next election of Directors. (See
exception in Article Four, Section 4.1)
(Amended March 21, 1998)
ARTICLE FOUR
OFFICERS
4.1 Principal Officers
The principal officers of the Society excluding the President
shall be selected from the six (6) Directors. They shall be the
Vice-president, Secretary and Treasurer. These officers once
chosen, shall assume office immediately and shall server a two
(2) year term until the next general election. For the initial
election, those Directors chosen to serve as Officers will have
their term run for on (1) year, thereafter the term
shall be two (2) years.
(Amended March 21, 1998)
4.2 President
The President shall preside at all meetings of the Society
membership and all Directors meetings. Only in the case of a tie
vote on any matter before the six (6) Directors will the
President be allowed to cast a vote other than in general
elections where he/she has the same privileges as a general
members. The President shall be an ex-officio
member of all Society committees. He/She must sign all authorized
contracts and other obligations and undertakings on behalf of the
Society. He/She shall be the principal officer of the Society and
shall have general charge and supervision of the Society's
affairs. The President may, in writing, delegate any specific
signatory power to another Director.
(Amended March 21, 1998)
4.2.1 The President shall serve a term of one (1) year. An
at-large member of the Society shall fill the Office of the
President. Any member, regardless of the District in which he/she
resides shall be eligible for this position. Any number of
candidates may be put forward for this position, subject to a
vote of the general membership. This position is the only
position that will be voted on by all general members.
(Added March 21, 1998)
4.3 Vice-President
At the request of the President, or in the event of his absence
or disability, the Vice-President shall perform any and all
duties of the President. The Vice-President shall have other
powers and perform such other duties as the Board of Directors
may from time to time assign.
4.4 Secretary
The Secretary shall attend, and disseminate the minutes of, all
meetings of the Society membership and of the Board of Directors.
He shall promptly disseminate such minutes to each Director,
following each membership or Director's meeting.
4.4.1 He/She shall keep reports on all meetings of the
committees of the
Society and shall issue notice to the Society membership and all
current coordination holders by United States Mail of all general
membership meetings at least thirty (30) days in advance of each
such meeting. Meeting notices shall be disseminated to all
publications and Affiliated Group Members designated by the Board
of Directors in such a manner reasonably calculated to appraise
all members of a pending meeting.
(Amended March 21, 1998)
4.4.2 He/She shall, in general, perform all duties incident to
the officeof Secretary, subject to the control of the Society.
He/She shall keep a current list of Society membership and shall
supply such lists to each Director.
(Amended March 21, 1998)
4.4.3 He/She will keep the Articles of Incorporation, Charter
issued by the Secretary of State and the By-Laws and have them
with him at all meetings. He/She will cause all amendments,
changes and additions to be noted therein and will permit the
same to be consulted by members upon request.
Amended March 21, 1998)
4.4.4 The Secretary will keep duplicate records of the
Frequency Coordinator, including the coordination base.
(Amended March 21, 1998)
4.5 Treasurer
The Treasurer will have control of all funds of the Society
subject to such regulations as may be prescribed by Society
membership. He/She may endorse on behalf of the Society for
collection, checks, notes and other obligations and shall
promptly deposit the same and any other receipts received in cash
in such banks or other depositories as shall be designated by the
Society. Disbursements by the Society Treasurer must be
countersigned by either the Society President or the Society
Secretary.
(the above sentence to be deleted if passed at the Sep. 1999
meeting)
The Treasurer shall enter regularly on the books of the Society,
to be kept by him for that purpose, full and accurate account of
all monies and property received, and all monies and obligation
paid or incurred for the account of the Society and shall exhibit
such books for inspection to the Board of Directors at all
reasonable times.
(Amended March 21, 1998)
4.5.1 He/She shall also provide a report of the current
financial condition of the Society at each General Membership
meeting. He/She will, at the end of his/her term of office,
relinquish to his/her successor everything in his/her possession
belonging to the Society.
(Amended March 21, 1998)
4.5.2 The Treasurer shall prepare an annual budget to submit
to the board
of Directors for approval.
(Added March 21, 1998)
(Amended May 8, 1999)
4.5.3 The Treasurer shall provide the Society Secretary and
Frequency
Coordinator with current membership information and shall provide
updates
to such information every quarter.
4.6 Frequency Coordinator
The Frequency Coordinator/s shall conform to all Society
Directives and Procedures. The Frequency Coordinator/s shall be
appointed by the Board of Directors. The term of office for the
Frequency Coordinator/s shall be two (2) years. The Frequency
Coordinator/s shall provide the Society Secretary with duplicate
records and shall provide updated records every thirty (30) days.
The Frequency Coordinator/s shall conduct an audit of all records
every two(2) years.
(Added March 21, 1998)
ARTICLE FIVE
COMMITTEES
5.1 Committees shall be authorized by the Board of Directors as required and shall be appointed by the president. Committee members shall serve for a period not to exceed two years unless re-appointed.
5.2 Standing Committees
There shall be at least three (3) standing committees, technical,
frequency coordination and legislative.
5.2.1 Technical Committee
The Technical Committee shall investigate methods and techniques
designated by the Board of Directors related to the solution of
technical problems experienced by members of the Society. The
Technical Committee will provide technical information to and
assist the Board of Directors in the formulation of suggested
policy for the achievement of the purposes of this Society.
5.2.2 Frequency Coordination Oversight Committee
The Frequency Coordination Committee shall be comprised of the
three (3)
members of the Board of Directors not chosen to be Officers. This
committee shall oversee the Office of Frequency Coordinator and
be an arbiter in the case of a dispute as to matters of
coordination. Parties taking any matter before the Committee
shall agree to abide by the recommendations of the committee. If
the Committee can not resolve the dispute, the final and binding
decision shall be made by a majority vote of the general
membership. The Coordination Oversight Committee shall meet when
called upon.
(Amended March 21, 1998)
5.2.3 Legislative Committee
The Legislative Committee shall compile and assemble information
regarding government or private regulation of Amateur regulation
and its related activities. Such information shall be available
to the Board of Directors and Membership for the formulation of
Society policy.
5.3 Removal of Committee Chairman from Office
The President may remove any Committee Chairman from office for
neglect of
duty or from conduct detrimental to the Society.
5.4 Review of Decisions
Decisions of all committees are subject to the review of the
Board of Directors and may be overruled by a majority vote of the
Directors.
(Amended March 21, 1998)
ARTICLE SIX
MEETINGS
6.1 General Membership Meetings
There shall be two (2) General Membership Meetings per year, held
at approximately six-month intervals. Meetings will generally be
held in the months of January (winter meeting) and June (summer
meeting) at a place and time designated by the Board of
Directors.
6.2 Special Meetings
Special Meetings shall be called by the President when requested
by a majority of the Directors or a majority of members present
at any given meeting.
(Amended March 21, 1998)
6.3 Directors' Meetings
The Directors shall meet at least twice yearly, upon request by
the Principal Officer of the Society. General Membership may
attend Directors meetings. Special meetings of the Board of
Directors may be called at the request of the President upon ten
(10) days notice to all Directors.
(Amended March 21, 1998)
6.4 Quorum
At any General or Special Membership meeting, a quorum shall
consist of 20 members or fifty-one percent (51%) of the current
membership, whichever is less.
(Amended March 21, 1998)
6.5 Directors' Quorum
At any meeting of the Board of Directors a majority of the Board
will be considered a quorum for the transaction of business.
6.6 Voting
General Members and General Members only may vote at a General
Membership
or Special Meeting. Only Directors may vote at a Directors'
meeting.
6.6.1 All decisions at any meeting of the membership or Board of Directors of a committee shall be a majority vote of the quorum. Each member shall have one and only one vote and no voting proxy shall be permitted.
6.6.2 Notwithstanding the provisions of any other part of these By-Laws, the Chairman of any regular or special meeting may interrupt ordinary parliamentary procedures at any time to conduct a non-binding straw vote on any issue, whether or not that issue is under discussion at the time of the interruption.
ARTICLE SEVEN
PARLIAMENTARY PROCEDURE
7.1 Roberts Rules of Order shall serve as the parliamentary authority of the Society for all rules and procedures not specified in the Articles of Incorporation of these Bylaws.
7.2 A suggested agenda prepared by the President shall be circulated as a part of notice of Directors' Meetings. Notwithstanding this provision, any topic may be presented to a meeting by a member except as noted in Section 6.2.
7.3 Deleted March 21, 1998.
ARTICLE EIGHT
FISCAL AFFAIRS
8.1 Fiscal Year The fiscal year shall commence on January 1
and continue through December 31.
(Amended March 21, 1998)
8.2 Audits The Directors shall audit the books of the Society immediately prior to the Summer semi-annual meeting and shall report the condition of the books at each semi-annual meeting.
8.3 Society Funds All funds and properties received by or coming into the custody of the Society belong to and are trust funds and property of the Society to be expended only in accordance with the regulations prescribed by the Society.
8.4 Dues Membership dues for each classification shall be
$10.00 per
year.
(amended May 8, 1999)
8.5 Disbursements The Treasurer shall make all disbursements of the Society's funds.
8.6 Deleted March 21, 1998.
8.7 Directors' Disbursements Authority The Directors may order
disbursements for needs which arise prior to the next scheduled
membership meeting. The Directors' disbursement authority shall
not exceed One Hundred Dollars ($100.00). This disbursement
authority is in addition to regular budgeted expenditures for
normal Society business.
(Amended March 21, 1998)
8.8 The Board of Directors may borrow or lease certain equipment items of high cost under terms suitable to the Board. Leased items shall be budgeted in advance if the cost exceeds the specifications in Articles 8.6, 8.7 and 8.8.
ARTICLE NINE
SEAL AND LOGO
9.1 Corporate Seal
The corporate seal shall have inscribed thereon the name of the
corporation, the words "corporate seal" and the name of
the state under which the laws of which the corporation exists.
The seal, an impression of which is made on the margin hereof, be
and the same is hereby adopted as the seal of the Corporation.
9.2 Logo
The Logo of the Society shall be:
(logo shown on the original)
ARTICLE TEN
AMMENDMENTS
10.1 Amendments to the Articles of Incorporation
10.1.1 Notice of Proposed Amendments Proposals for amendments
to the Articles of Incorporation must be submitted in writing at
the Summer Meeting.
(Amended March 21, 1998)
10.1.2 The Secretary shall notify the Society members of each proposed amendment at least thirty (30)days prior to the regular General Membership meeting.
10.1.3 At the next regular General Membership meeting the proposed amendments will be submitted to the membership. A two-thirds vote of a quorum shall be required to adopt an amendment.
10.2 Amendments to the By-Laws
The By-Laws shall be reviewed at the first Directors meeting of
the fiscal year.
10.2.1 Changes, additions or corrections to the By-Laws may be
proposed
by the Directors or by any General Member at any regular meeting
of the Society. Such proposals shall require a written notice and
a majority vote of the General Membership for their adoption at
the next voting meeting.
(Amended March 21, 1998)
ADPTED BY THE BOARD OF DIRECTORS THIS 11 TH DAY
OF SEPTEMBER, 1977
Leonard Hollard - President
Attest: Daniel Schroeder - Secretary
Amendments: March 1998
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