[Effective August 20, 2011]
ARTICLE I: OFFICE
Section 1. Principal office. The principal office of the association shall be in the City of Colorado Springs, County of El Paso, and State of Colorado.
The association may also have offices in such places as the Board of Directors may from time to time appoint or as the business of the association may require.
ARTICLE II: MEMBERSHIP AND MEMBER MEETINGS
Section 1. Membership.The following persons shall be eligible for membership in the association, in the class of membership indicated.
a. Full members: Any person who is the holder of a valid, renewable amateur radio operator license issued by the appropriate governmental entity shall be eligible to be a full member of the association. Full members shall be entitled to vote on all matters at all meetings of the association and shall be entitled to hold any office in the association.
b. Associate members: Any person interested in amateur radio shall be eligible to be an associate member of the association. Such members shall not be entitled to vote in any meeting of the association nor hold office therein.
c. Family membership: Any person who is the husband or wife, brother or sister, son or daughter, father or mother of a Full or Senior member, shall be eligible to become a Family member upon payment in advance of the dues specified for such person in Article IX, hereof. A Family member shall have the rights and privileges of a Full member, but without the right to receive the association’s publication Ø-Beat.
d. Senior membership: Any person who otherwise qualifies as a Full member and has attained the age of 65 is eligible for senior membership at the dues rate specified in Article IX hereof. A senior member shall have the rights and privileges of a Full member.
Section 2. Meetings.Regular monthly meetings of the association shall be held each month at a time and location specified by the board. One association picnic meeting each year shall be held during one of the summer months at a time and location specified by the board. Said picnic may be in addition to or in lieu of a regular association meeting as directed by the board. Additional meetings may be held for such special occasions as the association may desire providing at least 96 hours notice is given to all members of record.
Section 3. Annual meeting.The annual meeting of the members shall be held on the second Wednesday of October of each year at a time and location specified by the board. At said meeting the members entitled to vote, shall elect by ballot by a plurality vote of such members present, four directors for a term of two (2) years to serve with the four holdover directors, for the ensuing year, or until their successors shall be duly elected and qualify, and shall transact such other business as may properly come before the meeting.
Section 4. Notice of meetings.Notice of meeting of the members shall be given in and concurrent with the mailing of the association publication Zero Beat.
Section 5. Quorum.Fifteen percent of the voting members of the association shall constitute a quorum at each meeting, provided however, that if less than fifteen percent of the voting members shall be present in person at each meeting those members present shall have the power to adjourn such meeting from time to time until a quorum shall be present. No notice of any adjourned meeting shall be required.
Section 6. Resignation.Any members of the association may resign at any time by delivering to the secretary a notice in writing to that effect. In the event of resignation no refund of dues shall be made.
Section 7. Cancellation of membership.If any member shall fail to pay his or her annual dues by the end of the month in which such annual dues shall fall due his or her membership shall be deemed canceled.
Unacceptable behavior. Any member whose conduct is not true to the spirit of amateur radio in that he violates the rules established by the Federal Communications Commission in a knowing and willful manner whether the FCC is involved in the matter or not and who makes no obvious effort to change their behavior may have their membership canceled by a majority vote of the board of directors. The individual will be informed of the action that the board of directors is going to take, and if they desire they may request that their expulsion be voted on by those present at the next regular monthly meeting of the membership. A simple majority of those present at that meeting will decide the matter. In the event that they are expelled, the remaining portion of their membership dues shall be returned except where the membership was given at no charge.
ARTICLE III: BOARD OF DIRECTORS
Section 1. General Powers.The control and management of the affairs and funds of the association shall be under a Board of Directors, consisting of eight elected members and the editor of Zero Beat. In addition to the powers conferred by these by-laws, the Board may exercise such other powers as are not by statute, by the Articles of Incorporation or by these by-laws required to be exercised by the members.
Section 2. Election and term of office of directors.Elected directors shall serve for a period of two years, except as provided in the Articles of Incorporation, with their term beginning at the end of the annual meeting in which they are elected. Four directors shall be elected in alternate years to serve for a two year period. The editor of Zero Beat shall serve for as long as that person remains the editor of Zero Beat. In addition to the above members, the past president shall be a board member for one year following the expiration of his/her term.
Section 3. Removal from Office.Any director of the association who misses two board meetings in succession without notifying the President or Vice-President at least 24 hours prior to the meeting will be considered to have resigned his or her position. However, a director who cannot attend a board meeting and has notified the President or Vice-President to that effect and has, in addition, appointed a member in good standing to act for him or her in which case the director will not be considered to have resigned even if he or she misses a number of consecutive meetings.
A member in good standing, for the purpose of this section, is a voting member who is not currently a director in their own right.
Section 4. Resignation.Any director of the association may resign at any time by giving written notice to the Board of Directors or the Secretary of the Association. The editor of Zero Beat shall be deemed to have resigned from the board when said person resigns from being the editor of Zero Beat.
Section 5. Vacancies.Any vacancy on the Board of Directors for any reason other than by the resignation of the editor of Zero Beat shall be filled by ballot by plurality vote of the voting members present at the next monthly meeting of the members following the occurrence of such vacancy, and the director so elected shall serve the unexpired term of the director whose vacancy is being filled. A vacancy caused by the resignation of the editor of Zero Beat shall be automatically filled by the new editor of Zero Beat.
Section 6. Notice of directors’ meeting.Notice of meetings of the directors shall be made by mail, telephone or radio at least eight hours prior to such meeting.
Section 7. Quorum.A simple majority of the directors shall constitute a quorum at any directors’ meeting. In the absence of a quorum, the directors present may adjourn such meeting until a quorum shall be present. No notice of any adjourned meeting need be given.
Section 8. Limitations on board authorized expenditures.The board of directors shall be empowered to authorize any single expenditure which does not exceed $500.00. Expenditures over $500.00 will require approval of two thirds of the membership in good standing present at the next regular monthly meeting or at a special meeting held in accordance with the requirements of the by-laws.
ARTICLE IV: OFFICERS
Section 1. Number.The principal officers of the association shall be a President, a vice-president, a Secretary and a Treasurer. All such officers shall be members of the Board of Directors.
Officers shall serve for a period of one year, with their term beginning at the end of the annual meeting in which they are elected.
Section 2. Duties.The duties of the officers shall be as follows:
a. The President shall preside at all meetings of the association, and shall conduct them according to the rules adopted. He/she shall enforce due observance of the Constitution and by-laws, decide all questions of order, sign all official documents adopted by the association, and conduct all other duties pertaining to the office of President.
b. The Vice-President shall assume the duties of the President in his/her absence.
c. The Secretary shall keep a record of the proceedings of all meetings, carry on all correspondence, read communications at all meetings and such other duties pertaining to the office. At the expiration of his/her term he/she shall turn over items belonging to the association to his/her successor.
d. The Treasurer shall receive and account for all moneys paid to the association, pay all authorized bills, and render such accountings to the board and membership as required by the board. At each meeting he/she shall submit an accounting of all income and expenses for the approval of the membership. At the end of his/her term, he/she shall turn over all items belonging to the association to his/her successor.
Section 3. Removal from office.Any officer may be removed from office by a three-fourths vote of the membership.
Section 4. Election.The officers of the association shall be elected at the regular annual meeting of the members by ballot by plurality vote of the voting members present at the meeting.
Section 5. Resignations.Any officer may resign at any time by giving written note to the Board of Directors or the Secretary of the association.
Section 6. Vacancies.A vacancy in the office of the President for any reason shall be automatically filled by the Vice-President. A vacancy in any other office for any reason shall be filled for the unexpired portion of the term by ballot by plurality vote of the voting members at the next regular monthly meeting following the occurrence of such vacancy.
Section 7: Separation of Duties– In order to avoid any conflict of interest and allow for separation of financial approvals the office of the President or Vice-President and the office of the Treasurer cannot be members of the same household or family.
ARTICLE V: INDEMNIFICATION
The association shall indemnify, by means of Bond and/or other suitable insurance coverage each director and officer now or hereafter a director or officer, his or her heirs, executors and administrators, against all cost, expenses and liabilities including settlements approved by the Board of Directors reasonably insured or imposed upon him or her in connection with or resulting from any action, suit or proceedings or the settlement or compromise thereof prior to final adjudication to which he or she is or may be made a party by reason of his or her being or having been a director or an officer, except in relation to matters as to which he or she is finally adjudged in such action, suit or proceedings to have been derelict in the performance of his or her duty as such director or officer. The provisions for insuring the above indemnity shall be reviewed at each annual meeting of the association.
ARTICLE VI: SEAL
The association shall have a seal which shall be in the form of the association emblem and shall bear the name of the association.
ARTICLE VII: COMMITTEES
Section 1. General.The committees designated in the Sections below shall be standing committees, the chairman and membership of which shall be designated by the Board of Directors at its first meeting following the annual meeting of the membership of the association.
Section 2. Nominating committee.The nominating committee shall consist of the officers and board of directors. The committee shall nominate a list of eligible members as needed for officers and directors at the board meeting occurring the month prior to the annual association meeting. In addition to nominations made by this committee, the President shall receive nominations of eligible members from the floor at the annual meeting. Such nominations shall be made by and seconded by voting members in good standing.
Section 3. Program and Entertainment committee.The program and entertainment committee shall be responsible for the programs at monthly meetings as well as association party planning. This committee is to be chaired by the Vice-President and who is responsible for all activities of the committee.
Section 4. Interference committee.The interference committee shall be responsible for investigating and making recommendations in cases of reported interference and shall work in conjunction with the Federal Communications Commission.
Section 6. Publicity committee.The publicity committee shall be responsible for the dissemination of information to the mass media concerning the activities of the association and amateur radio in general.
Section 7. Membership committee.The membership committee shall be responsible for keeping the membership list current, including both new membership applications and renewals. This committee shall complete a membership roster for publication in Zero Beat at least once a year. In addition, changes to the roster will be provided to the Zero Beat editor for publication as soon as practical after they are compiled by the membership committee.
Section 8. Auditing committee.The auditing committee shall be responsible for the review, verification, and audit of the financial report(s) prepared by the treasurer and approved by the Board of Directors.
Section 9. Technical Instruction committee.The technical instruction committee shall be responsible for scheduling and conducting classes of technical instruction for interested persons.
Section 10. Zero Beat committee.The Zero Beat committee shall be responsible for the production of the monthly association publication Zero Beat.
Section 11. Special committees.The Board of Directors shall be empowered to appoint special committees from time to time to carry out the duties set forth in appropriate instructions promulgated by the board. These special committees shall be responsible for all activities of the association outside the regular monthly meetings not otherwise delegated.
Section 12. Asset committee.The Board of Directors shall appoint an asset custodian, who shall be the Asset Committee Chair, and who is responsible for, but not limited to, accounting for, inventory of, warehousing of, issuing of, returning of, and all tangible assets of the association.
The Asset Committee and the custodian shall prepare for and coordinate an annual physical inventory and to ensure publication of the inventory in Zero Beat.
The Asset Committee shall report any losses of non-functional conditions of any asset immediately to the Board of Directors, who shall evaluate the circumstances of such loss, and be empowered to take appropriate actions.
ARTICLE VIII: RULES OF ORDER
All meetings shall be conducted in accordance with Robert’s’ Rules of Order.
ARTICLE IX: MEMBERSHIP DUES
The board of Directors shall set the amount of dues subject to the approval of the membership.
ARTICLE X: AMENDMENTS
Section 1. Procedures.These by-laws may be amended, altered or repealed in whole or in part, and new by-laws may be instituted by the affirmative vote of a majority of the voting members present at the annual or any regularly constituted meeting of the association; provided that the text of the proposed changes be available to the membership in sufficient copies and in sufficient time at or prior to such meeting. All such changes may be proposed in a petition signed by ten voting members of the association or by a majority of the Board of Directors.
Section 2. Annual review of By-Laws.The Constitution and by-laws shall be reviewed annually at the board meeting held the month prior to the annual association meeting. The board shall either approve these documents as presently constituted or take action as outlined in Article X, Section 1 above.
ARTICLE XI: AUTHORITY TO ENCUMBER OR CONVEY PROPERTY
Encumbrance or conveyance of all or any part of the corporate property either real, personal, or mixed must be approved by a two-third majority vote of the board of directors or by a two-third vote of the membership in attendance at a regularly or annual scheduled meeting. Such encumbrance or conveyance shall be documented in the records of proceedings of such meeting as well as affected financial records.
ARTICLE XII: DISSOLUTION
The Pikes Peak Radio Amateur Association may cease to exist as an organization for a number of reasons, three of which are:
a. The organization decreases in size to the point where it’s continued existence is without merit.
b. An external event such as a war may cause the suspension of amateur radio which could activate reason (a).
c. The PPRAA may be absorbed into another organization.
For the PPRAA to be officially dissolved, for any reason, an affirmative vote by two thirds of the members of record in good standing who can be located shall be required. All assets of the PPRAA shall be distributed as specified in the Articles of Incorporation.