CONSTITUTION AND BYLAWS
Tulsa
Repeater Organization, Inc.
November
24, 2009
(2.02
Amended
(Amended
(Amended
February 28, 1995)
(Amended
(Amended
November 24, 2009 5.05)
SECTION I -AUTHORITY
1.01 Authority:
These Bylaws have been adopted pursuant to authority evidenced by a
majority vote of the Tulsa Repeater Organization, Inc. (hereinafter referred to
as the CLUB).
Section II- Name, Purpose and
Affiliation
2.01 Name: This Club shall be known as the Tulsa
Repeater Organization, Inc. ( A non-profit corporation chartered by the State of
Oklahoma as of July, 7 1967).
2.02 Purposes: The purposes of the Tulsa Repeater
Organization, Inc. is
to establish and maintain a benevolent, non-profit club of members to hold in
common a Club amateur radio repeating system and to gather and disseminate
information concerning all amateur frequencies and modes. The TRO will assist federal, state, and local
authorities with communications in times of disaster, national emergency, and
defense of our Country, Further, we will operate in the interest, convenience
and necessity of the Amateur Radio Service as set forth by the Federal
Communication Commission.
2.03 Affiliation: The
Club will support The Tulsa Area Emergency Management Agency, The Tulsa Area
Chapter of the American Red Cross, The National weather Service, and other benevolent
community, charitable groups or organizations.
Section III- Membership and Dues
3.01 Club
Membership: Membership in the Club will
be for four classes: Regular, Honorary Life, Family and Associate.
3.02 Regular
Membership: Regular membership shall be available to Amateur Radio Operators
holding Novice, Technician, General, Advanced, and Amateur Extra Class
licenses. Regular members shall have all
privileges and rights to vote and hold an office, except as hereinafter
provided.
3.03 Honorary Life
Membership: Honorary Life membership may
be granted to any person whose services to the Club and to Amateur Radio have
been deemed outstanding over a period of years.
Honorary Life membership shall only be conferred following a
recommendation from the membership or the Executive Committee and a favorable
majority vote of a Quorum of the Club, cast in secret. An Honorary Life Member shall have all Club
privileges held before appointment and shall pay no dues.
3.04 Family
Membership: The spouse or any dependent
children under 21, holding any amateur license and living with a regular or
honorary life member, may upon application, be granted
family membership.
3.05 Associate
Membership: Associate membership shall
be available to any person not holding an amateur license or organization
having an interest in amateur radio, and shall be granted upon written request,
at the discretion of the Executive Committee.
Associate members may not vote or hold office.
3.06 Membership
Application: Each membership application
shall be submitted in writing (on the form provided by the Club), along with a
copy of the current Amateur license, and one years dues, to the Treasurer. Dues for a new applicant joining after the
start of the fiscal year shall be prorated for the balance of the year.
3.07 Termination of
Membership: Any member may be removed
from the rolls of the Club membership for: a) conduct deemed detrimental to the
Club b) conduct deemed detrimental to Amateur Radio. Such termination shall be at the discretion
of the Executive Committee and a majority vote of a Quorum of the Club ( excepting that member in question) cast by secret ballot
at a Regular Club meeting.
3.08 Dues: Fees and dues are assessed as follows:
3.08:1 The amount
assessed as annual dues for Regular, Family and Associate Membership shall be
set by the Executive Committee, as they shall deem necessary from time to time,
PROVIDED that the dues so set shall be approved by the vote of a Quorum at any
regular club meeting not less than 30 days after the proposal has been
published and circulated to club members.
3.08:2 Autopatch privileges
are available to all paid members.
3.08:3 Special features
added to the repeater system may be available for additional fees as set by
majority vote of a Quorum at any Club meeting.
3.08:4 All dues are
payable on or before March 1 of each year.
Section IV - Membership Meetings
4.01 Regular Club
Meetings: A regular Club meeting shall
be held once each calendar month on dates designated by the Executive
Committee.
4.02 Special Club
Meetings: Special Club meetings may be
called by the Executive Committee and must be called by a principal officer
upon request of a majority of the full Executive Committee.
4.03 Executive
Committee Meetings: The Executive
Committee shall meet upon the request of a principal officer of the Club. All Club members may attend Executive
Committee meetings but only Committee members may vote. These meetings will be announced in the Club
news letter or on the Clubs repeater system.
4.04 Quorum: At any Regular or Special Club meeting, 15%
of the Regular membership shall be considered a Quorum at the first reading of
any vote requiring a Quorum. If no
Quorum can be attained, 10% shall be considered a Quorum at the next regularly
scheduled Club meeting.
4.05 Executive
Committee Quorum: At any Executive Committee
meeting, 60 % of the Committee shall be considered a Quorum.
4.06 Voting: Except as otherwise stated in these Bylaws,
all decisions to be made by voting at any meeting of the Club membership, the
Executive Committee, or other Club committees shall be made by a majority vote
of the legal Quorum established herein.
Voting on principal officers shall be by secret ballot, or by
acclimation. Results of the vote shall
be presented to the members. All members
except Associate shall qualify to vote on all matters. Each qualified and eligible member shall have
one and only one vote. Voting by proxy
shall not be permitted.
Section V - Officers
5.01 Principal
Officers: The principal officers of the
Club shall be President, Vice-President, Secretary, Treasurer, and Trustee of
the Club Station(s). Each of the
Principal officers shall be elected annually by the
Club voting membership at the last meeting of each fiscal year, and shall take
office on the first meeting following the beginning of the next fiscal year.
5.02 President: The President shall preside at all meetings
of the Club membership and the Executive Committee. The President shall be an ex-officio member
of all the other Club Committees. the President must sign all authorized contracts and other
obligations and undertakings in the name of and on behalf of the Club. The President shall appoint by December 1, a
Nominating Committee to nominate officers for the coming year. The President shall be the principal officer
of the Club and shall have general charge and supervision of the Club’s Affairs
and shall perform such other duties as may from time to time be assigned to the
President by the Executive Committee.
The President shall not serve more than two (2) consecutive terms and
shall have been a member for at least three (3) years prior to election to the
position.
5.03
Vice-President: At the request of
the President, or in the event of the Presidents absence or disability, the
Vice-President shall perform any and all duties of the Presidency. The Vice-President shall serve as program
chairperson and have other powers and perform such duties as the Executive
Committee may from time to time assign.
The Vice-President shall have been a member for at least two (2) years
prior to election to the position.
5.04 Secretary: The Secretary shall attend and keep the
minutes of all meetings of the Club and of the Executive Committee. The Secretary shall keep reports on all
meetings of all committees of the Club.
The Secretary shall issue notices to the Club membership of all
membership meetings, unless otherwise notified by the President. The Secretary shall have copies of the Bylaws
and all standing rules. The Secretary
shall have attest and affix the Corporate Seal to all contracts and other
obligations and undertakings executed by the President in the name of the Club,
as required. The Secretary shall have
been a member for at least one (1) year prior to election to the position.
5.05 Treasurer: The Treasurer shall have the control of all
funds of the Club subject to such regulations as may be prescribed by the Club
membership. The Treasurer shall, in the absence or
disability of both the President and the Vice-President perform any and all
duties of the Presidency. The Treasurer shall endorse on behalf of the Club for
collection, all checks, notes and other obligations and shall promptly deposit
the same, and any other payments received in cash, in such banks or other
depositories as shall be designated by the Club. The Treasurer shall enter regularly on the
books of the Club, to be kept for that purpose, full and accurate accounts of
all moneys and property received and all moneys and obligations and paid or
incurred for the account of the Club, and shall exhibit such books for the
inspection to the executive Committee at all reasonable times requested. The Treasurer shall in general perform all
duties incident to the office of Treasurer, subject to the control of the Club. The Treasurer shall send out dues statements
on or before February 1 of each year.
The Treasurer shall also provide a report on the current financial
condition at the regular Club meeting.
The Treasurer shall keep a current list of Club membership and copies of
licenses. The Treasurer shall have been
a member for at least two (2) years prior to election to the position.
5.06 Trustee of the
Club Station(s): The Trustee shall be
the Primary designated control operator of the Club Amateur radio station and
License, in accordance with the regulations of the Federal Communications
Commission and shall perform all duties incident to the office of Trustee,
subject to the control of the Club. The
Trustee must carry at least a General Class Amateur License. The Trustee shall have been a member for a least three (3) years prior to election to the
position.
5.07 Vacancies:
In the event of a vacancy in any principal elected office prior to the
expiration of the annual term for which that officer was elected,
the Club shall fill such vacancy from its membership. The Executive Committee will nominate a
candidate or candidate for the vacant position, and the candidate shall be elected by
secret ballot, show of hands or acclamation, by the membership. An office can be considered vacant if the
officer is not present at three consecutive regular monthly meetings.
5.08 Removal From Office: Any
officer may be removed from office for conduct deemed detrimental to the Club
or Amateur Radio following a hearing before the Executive Committee, a majority
vote of a quorum of the executive committee (excepting that officer in
question) and a majority vote of a Quorum of the Club, taken in secret ballot.
SECTION VI- EXECUTIVE AND OTHER
COMMITTEES
6.01 Board of
Directors: The Club members shall elect
for an indefinite term five members to serve as Board of Directors. They shall be empowered to perform all
functions and duties as outlined in the Articles of Incorporation. Any member may be replaced at anytime by a
duly called election, requiring a simple majority of the Club members present.
6.02 Executive
Committees: The Executive committee shall be composed
of the principal officers of the Club, the immediate past President and all
current chairpersons of standing committees.
They shall be responsible for the mode of repeater system use and shall perform such
other duties given them by the Club.
6.03 Standing
committee: There shall be six (6)
standing committees: Bylaws, Activities,
Public Relations, Operating Standards, Engineering, and Membership. Each incoming Club President shall appoint a
chairperson for each of these. The
chairpersons shall in turn appoint their other members. Each committee Chairperson shall provide a report
on committee activities at each regular Club meeting.
6.04 Bylaws Committee: The
Bylaws Committee shall be responsible for maintaining the Bylaws in a current
condition and shall have the current Bylaws available to members on written
request to the Secretary. This committee
shall also study each proposed amendment and revision to the Bylaws for
possible conflict and proper modification.
They shall also maintain a record of all standing rules.
6.05 Activities
Committee: The Activities Committee
shall be responsible for planning and reporting of all special activities of
the Club not covered by other standing or special committees.
6.06 Public
Relations Committee: The Public
Relations Committee shall be responsible for the production and content of all
newsletters, press bulletins and public media interface.
6.07 Operating Standards Committee: The Operating Standards Committee shall be
responsible for establishing and maintaining guidelines for the operation and
use of the repeater system.
6.08 Engineering
Committee: The Engineering Committee shall oversee all planning
and installation of new equipment, research and development projects, and
maintenance of the Club station(s). The
Engineering Committee’s activities shall be approved by the Executive
Committee.
6.09 Membership
Committee: The membership Committee
shall be responsible for the ongoing recruitment and orientation of prospective
Club members.
6.10 Special
Committees: The President may appoint
other special committees for specific purposes.
These special committees shall have no inherent powers other than those
granted by the President.
6.11 Nominating
Committee: The Nominating Committee
shall consist of five members, consisting of a past President, and four Regular
members not currently serving on the Executive Committee. They shall present one (1) nominee for each
principal office and accept any nominations for these offices from the floor at
the January meeting. Each candidate is
required to submit
a biographical statement of qualifications suitable for publishing. Any candidate not submitting their
biographical background statement of qualifications by the close of publication
to the club newsletter, prior to the February printing, shall forfeit their
candidacy. The Nominating Committee shall
have published in the next regular issue of the Club newsletter, prior to the
February meeting, the names and qualifications of all nominees and conduct the
Club elections at the February meeting.
All members of the nominating committee shall have been Club members for
a least 1 year.
6.11.1 Failure
to produce the required Biographical background statement of qualifications for
publication by the candidate shall result in forfeiture of such candidacy for
office, and in that event said office shall be filled by the Executive
Committee at the next
Executive Committee meeting after the election.
6.12 Removal
of Committee Chairperson From Office: The President may remove any committee
chairperson from office for neglect of duty or conduct deemed detrimental to
the Club.
6.13 Review
of Decisions: All decisions of standing
or special committees are subject to review of the Executive Committee and may
be overruled by the same.
6.14 Executive
Committee: Club officers and appointed
committee chairmen shall each have one vote regardless of the number of offices
or positions held.
SECTION VII-FISCAL AFFAIRS
7.01 Fiscal
year: The fiscal year of the Club shall
commence on the first day of March and shall end on the last day of February.
7.02 Audits: The Executive Committee shall audit the books
of the Club during the last month of each fiscal year and shall report the
condition of the books at t he first meeting of the next fiscal year.
7.03 Club
Funds: All funds and properties received
by or coming into the custody of the Club belong to and are the trust funds and
property of the Club to be expended only for the purposes authorized and only
in accordance with the regulations prescribed by the Club.
7.04 Disbursement
of Funds: Disbursement of funds shall be
by checking account and
be signed by any two(2) of the three (3) named officers: President, Trustee or Treasurer.
7.05 President’s
Discretionary Fund: The President shall
have a yearly discretionary fund of one hundred-fifty dollars ($150.00). The President may order disbursements against
this fund for Club purposes only.
7.06 Executive
Committee Disbursement Authority: The
Executive Committee may order disbursements for emergency needs which arise
prior to the next scheduled membership meeting.
7.07 Club
Budget: The newly elected President
shall submit to the membership for approval a budget for Club activities and
expenditures in maintaining the repeater system. This budget shall be presented at the first
business meeting of the new fiscal year and when approved, the Treasurer shall
disburse Club funds against the budget as required or upon the request of the
appropriate committee chairperson.
SECTION VIII-CLUB STATION(S)
8.01 The
Club Station(s): The repeater system
shall be maintained as the Club Station(s).
All equipment installed as normal function of the repeater system is
property of the Club.
8.02 Use
of the Club Station(s): The Repeaters
are open to all licensed Amateur Radio Operators. The access codes to the special function of
the repeaters will be distributed to paid Club members
only.
8.03 Emergency
and Public Service uses: The primary use
of the Club Station(s) will be emergency and approved
public service work. When so used the
Club members not participating will allow special courtesy to those involved.
8.04 Extra
Use of Station(s): Upon approval of the
Executive Committee, a member or a group of members may be granted special
privileges for a specific period of time.
8.05 Control Stations: The Club shall
maintain a sufficient number of control stations to meet the requirements of
the Federal Communications
Commission. These stations shall be
selected from the membership by the Executive Committee and with the approval
of the Trustee.
8.05.1 The
Control Stations are authorized to suspend repeater operations whenever the
operation currently in progress is deemed detrimental to the general interest
of the Club, or when malfunction occurs, or when operation through the repeater
is determined to be illegal under the Federal Communications Commission Rules
and Regulations.
SECTION IX-STANDING RULES
9.01 Standing
Rules: The Club may by majority vote of
the Quorum and without prior motion, adopt a abolish
outstanding rules to cover points of procedures or other rules not of
sufficient importance to be included in the Bylaws. These Standing Rules may not conflict with
any Bylaw.
SECTION X-AMENDING THE BYLAWS
10.01 Notice
of Amendment: Notice of amendment to the
Bylaws will be presented to the membership of the Club one (1) calendar month
in advance of voting.
10.02 Preparation
for Consideration: The President shall
instruct the Bylaws Committee to prepare the proposed amendment for
consideration as stated in the notice and to insure that no conflict in the Bylaws
will exist because of the proposed amendment.
The Bylaws Committee shall present the proposed amendment and
recommendation to the Club membership for their consideration at the next
regular meeting. Notice of the proposed
amendment will be published with the regular meeting announcement.
10.03 Vote Required on Amendment: A
two-thirds (2/3) majority vote of the Quorum shall be required to amend the
Bylaws.
SECTION XI- ADDITIONAL
PARLIAMENTARY PROCEDURE
11.01 “ROBERT’S
RULES OF ORDER” shall serve as the parliamentary authority of the Club for all
rules and procedures not covered by the Bylaws.
A parliamentarian shall be appointed by the President and the
parliamentarian’s interpretation of Robert’s Rules of Order shall be final.
SECTION XII- DISSOLUTION
12.01 In the
event of a unanimous vote of the Board of Directors to dissolve the Tulsa
Repeater Organization, Inc., corporation, all remaining assets after
satisfaction of all obligations of the corporation shall be distributed for
purposes within the code of Internal Revenue Service Code 501(c)(3), and any
amendments thereof.
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