The East Coast Amateur Radio Service, Inc. (“ECARS”
or the “Corporation”) was organized in December 1968 with the purpose of
providing public service through the medium of Amateur Radio. All
ECARS-sanctioned on-air activities shall be conducted pursuant to Amateur Radio
regulations, and shall be consistent with good Amateur Radio practice. The
corporate function shall be separate and distinct from on-air operations to the
extent practicable, subject to Amateur Radio regulations. ECARS shall strive to
provide a high level of service to its members, other radio amateurs and the
general public when needed.
These Bylaws shall be adopted and effective upon approval by a majority of the Full members who cast ballots in a referendum held for such purpose, and once adopted shall repeal and replace any and all prior ECARS bylaws.
ARTICLE 1 - STATEMENT OF NON-PROFIT STATUS
The Corporation shall not be conducted or operated for profit, and no part of any net income or monetary surplus from dues or donations shall inure to the benefit of any member or individual. The organization shall operate under the Internal Revenue Rules for a 501c3 non-profit corporation. All official positions of the Corporation shall be filled solely on a voluntary, uncompensated basis. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE II - BOARD OF DIRECTORS
2.1 GENERAL POWERS
The business of the Corporation shall be managed by its Board of Directors, (the "Directors" or the "Board"), which shall consist of the elected Directors and Officers (President, Vice-president, Secretary and Treasurer and/or Secretary/Treasurer) of the Corporation.
The Board may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these Bylaws.
2.2 NUMBER, QUALIFICATION AND TENURE
2.2A NUMBER OF DIRECTORS
The number of Directors of the Corporation shall be not more than five (5) nor less than three (3), the precise number to be fixed by resolution of the Directors from time to time, or as circumstances warrant.
2.2B QUALIFICATIONS OF DIRECTORS.
To be eligible to seek the office of Director, a candidate must be a Full Member of ECARS for one (1) year. A Director shall be a citizen of the United States of America or Canada or their respective possessions and/or territories.
2.2C TERM OF OFFICE AND ELECTIONS
A Director's Term of Office shall be for two years, with two (2) Directors elected one year and three (3) Directors elected the following year. Elections for Director vacancies shall occur annually by majority vote of ECARS members who submit properly executed ballots. A Director shall hold office until his or her term expires or until his death, resignation, incapacity to serve, or removal. If a vacancy (or vacancies) occurs, the remaining Directors may, by majority vote, appoint Directors to fill up to three (3) vacancies on the Board to serve until the next annual ECARS election.
2.3 REGULAR AND ANNUAL MEETINGS
2.3A BOARD MEETINGS
The term “meeting” shall include, but not be limited to, the act of meeting of the Board in the presence of each other at the same geographic location, by amateur radio, by telephony, and business conducted and concluded electronically, e.g., electronic mail. The board shall establish the protocol to apply to each type of meeting. The Board shall make reasonable allowances for absences of Directors or Officers. An absent Director or Officer may authorize another Director or Officer to vote on the absent Director's behalf, said authorization to be given in written form in advance, with copies promptly transmitted to all other Directors, Officers and the Secretary, and valid for no longer than thirty (30) consecutive days unless a longer period is approved by the Board.
2.3B REGULAR BOARD MEETINGS
Regular meetings of the Board of Directors shall be held as needed and subject to the notice requirements of Bylaw 2.5 of this Article. The Directors shall provide, by resolution, the date, time, place and manner of meeting, subject to Bylaw 2.5.
2.3C ANNUAL BUSINESS MEETINGS
An Annual Meeting of ECARS will be conducted by the President of ECARS. The President shall, no later than March 1st of each calendar year, appoint a committee of two members to oversee the arrangements for an Annual Meeting. The committee shall finalize and report to the President, no later than May 1st, all arrangements for the Annual Meeting. Upon acceptance of the proposed arrangements for the Annual Meeting by the Board, the Board shall direct that a notice be published, which shall include: (1) The type of meeting, pursuant to Article 2.3A, the date, time, and any other relevant information pertaining to the Annual Meeting and (2) Invite submissions of agenda items for the Annual Meeting from the Membership, to be received by the Secretary no fewer than (10) ten days prior to the date of the Annual Meeting. All agenda items submitted to the Secretary shall be promptly forwarded to the Board, who will review and place all approved items on the agenda for the Annual Meeting.
2.5 NOTICE OF MEETINGS
Notice of meetings may be given by publication on the ECARS website, by radio signal during regular ECARS net operations, by electronic mail (E-mail), surface mail, courier service or by telephone as appropriate for the meeting in question. Notice of any meeting shall be given at least seven (7) calendar days prior thereto. No notice of any meeting of the Board need state the purposes thereof. Meeting notices and meeting agendas may, in the discretion of the Board, be Published as the Board deems appropriate.
At any meeting of the Board a quorum shall be defined as three (3) officers and/or directors.
2.7 MANNER OF ACTING.
The act of the majority of the Board present at a meeting at which a quorum is present shall be the act of the Directors. The Board, in its discretion, may elect a chairman.
2.8 CONDUCTING BUSINESS BY ELECTRONIC MAIL.
If business is being conducted by electronic mail, a Board Member who fails to respond to an outstanding matter of business more than five (5) calendar days after the corresponding motion is transmitted shall be deemed absent, and his vote shall not be counted.
2.10 REMOVAL OF DIRECTORS.
Any or all of the Directors may be removed with or without cause by two-thirds majority vote of the Membership, provided that the Director to be removed is given reasonable notice.
(a) A Director may resign at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
(b) A Director who fails to respond to outstanding business, or attend any Board meeting, three (3) times in any consecutive twelve (12) month period shall, by operation of this Bylaw, have resigned from the Board.
(c) A Director who resigns by operation of this Bylaw may be reinstated only by unanimous vote of the Board upon its acceptance of a compelling reason for the Director’s failure to respond.
2.13 PRESUMPTION OF ASSENT.
A Director or Officer of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be made known and entered in the minutes of the meeting.
The Board, may designate one or more ad hoc or standing committees. Any committee shall consist of three or more persons, and shall have and may exercise only such powers as the Board deems necessary for the proper functioning of the committee.
2.14(A) A committee shall act by majority vote of its members, and shall conduct business, pursuant to Bylaws 2.5 of this Article. The principles set forth in Bylaws 2.8 and 3.10 shall apply to committee proceedings.
2.14(B) The Board of Directors, by resolution adopted in accordance with paragraph (a) of this Bylaw, may designate one or more Directors or Officers as alternate members of any such committee, who may act in the place and stead of any absent regular committee member.
2.14(C) The Board of Directors shall have power at any time to remove any member of any committee, with or without cause, and to fill vacancies in and to dissolve any such committee.
Expression and/or communication of any kind that in any way pertains to the views, opinions, or positions of one or more Directors in their official capacity, or reflects a statement of policy of ECARS may not be conveyed to the public or parties outside ECARS without the express approval by a majority of Directors, unless conveyance is expressly authorized in advance. Copies of communications shall be retained by ECARS pursuant to Bylaw 9.1 when otherwise directed by the Board of Directors. Directors shall maintain the confidentiality of matters such as, but not limited to, membership status and changes thereto. Notwithstanding the foregoing, the President or Secretary of the Corporation may issue correspondence, which is consistent with the established views of the Board concerning ECARS matters. Copies of such issued correspondence shall be immediately submitted to the Board and are subject to Bylaw 9.1.
2.16 DELEGATION OF DUTIES
In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such officer to any officer or to any Director. However, the Board must act with reasonable diligence in filling any vacancy.
2.17 PUBLICATION OF BOARD BUSINESS.
The Board of Directors shall, on an as-needed basis, publish a summary of business matters conducted by the Board. Summaries shall be prepared by the Secretary or other officer designated by the Board in a format approved by the Board.
ARTICLE III - OFFICERS
Any Full Member of ECARS who has been a member in good standing for (1) one year from their membership anniversary date shall be eligible for elected office. An officer of the corporation shall be a citizen and resident of the United States of America or Canada who holds a valid Amateur Radio license issued by the government of his domiciliary.
The officers of the Corporation shall, at a minimum, be a President, Vice President, Secretary, and Treasurer. The offices of Secretary and Treasurer may be combined upon resolution of the Board of Directors. Such resolution shall, until superseded by resolution of the Board of Directors, render candidacy for a respective separate office unavailable.
3.3 ELECTION AND TERM OF OFFICE.
The officers of the Corporation shall be elected annually by majority vote of those members who submit properly executed ballots. Officers may be elected for an indefinite number of consecutive terms.
Any officer may be removed by two-thirds vote of the Board whenever in their sole discretion and judgment the best interests of the Corporation would be served thereby. The Board may establish reasonable rules for removal proceedings and revise said rules from time to time, as necessary.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion of the term. Notwithstanding the foregoing, any vacancy in any of the administrative offices, except the office of President, occurring between elections, shall be filled within 30 days by majority vote of the Board of Directors of a Full member who consents thereto. The appointed officer shall complete the remainder of the term of the retired or vacating officer. The Vice President shall fill a vacancy in the office of the President. If the Vice President chooses not to fill that vacancy the Board of Directors shall, within 30 days, appoint any eligible Full member to serve the remainder of the term. If the vacancy occurs between the time of election and the taking of office, the runner-up in the election shall succeed to the office in question.
The President shall be the principal officer of the Corporation, be part of the Board of Directors, have an equal vote on the Board, be subject to the supervision of the Directors, and shall in general supervise and control all of the business affairs of the Corporation. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board, any instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
3.6(A) Should a sufficient number of Board or officer posts become vacant for any reason, the effect of which renders the Corporation without the ability to ordinarily conduct business according to these Bylaws, the President or his successor shall be empowered to, and shall, within 5 days (1) resume the conduct of Corporation business as is reasonably necessary and prudent, consistent with these Bylaws and the Certificate of Incorporation, (2) fill up to three Board or officer vacancies by immediate appointment, and (3) announce an election of Directors to be held, consistent with these Bylaws, within 60 days of the date of resumption of Corporation business, and Publish the announcement.
3.6(B) The President may appoint ad hoc committees for any purpose reasonable and necessary to carry out Corporation activities. The President shall not appoint a committee whose purpose would be duplicative of a committee appointed by the Board pursuant to Bylaw 2.14. Any committee thus appointed may also be dissolved by the President upon conclusion of the committee’s work.
3.6(C) The President shall provide procedures and guidance to any appointed committee as necessary, and shall confer closely with committees in fulfilling committee tasks and obligations. Appointments of the President expire with the term of the President.
3.6(E) The President shall appoint a Net Manager, who shall serve at the discretion of the President.
3.6(F) The President shall appoint an editor of the Monitor, who shall serve at the discretion of the President.
3.6(G) The President shall appoint a Director of Public Relations, who shall serve at the discretion of the President.
3.7 VICE PRESIDENT.
The Vice President shall be part of the Board of Directors and assume the duties and exercise the powers of the President should the President be absent for any reason. If a permanent vacancy in the office of President occurs the Vice-President shall automatically become President.
The Secretary be part of the Board of Directors and shall keep the minutes of the Directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required, be custodian of the corporate records, be custodian of the seal of the Corporation, if any, keep a register of ECARS members, and in general perform all duties incident to the office of Secretary and such other duties as may be assigned to him by the President or by the Board of Directors. Prior to completion of his or her annual term of office, the Secretary shall submit an annual report of the significant activities of the current term (the “Secretary’s Annual Report”) to the Board of Directors and the President, and promptly convey in an orderly manner any instruments of the office to his or her successor, taking due care to preserve said instruments.
The Treasurer shall be part of the Board of Directors. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors. Prior to completion of his or her annual term of office, the Treasurer shall submit an annual report of Corporation receipts and expenses (the “Treasurer’s Annual Report”) to the Board of Directors and the President, and promptly convey in an orderly manner any instruments of the office to his or her successor, taking due care to preserve said instruments.
ARTICLE IV - DUTIES OF APPOINTEES
ECARS appointees shall carry out their duties subject to these Bylaws
4.1(a) The Director of Public Relations shall, pursuant to the direction of the Board of Directors and the President, promulgate such information and data pertinent to, for, and in behalf of the Service to outside publications, bodies, and organizations related or unrelated to Amateur Radio. The Director of Public Relations shall report to the President
4.1(b) The Editor of The Monitor shall be responsible for its publication pursuant to the direction of the Board. The Editor shall report to the President, and shall request from the President or his appointees, assistance that may be needed in assembling and distributing The Monitor. The Editor shall publish issues of The Monitor in a timely manner as ECARS news, information and articles for publication are submitted. Publication is deemed to have occurred with the posting of the "Monitor" on the ECARS website. No one may serve as Editor of the Web Site while holding ECARS office or serving on the Board of Directors.
4.1(c) The Editor of the "ECARS web site" shall Publish no earlier than December 1st nor later than December 5th, so as to conform with Article V of these Bylaws, under the heading of "Official Notice" a certified ballot of candidates for ECARS Directors and officers. Copies of the "Official Notice", including the certified ballot portions, shall be promptly forwarded to the Net Manager for announcement on the net. No one may serve as Editor of the Web Site while holding ECARS office or serving on the Board of Directors.
4.1(d) The Net Manager may appoint, as many, Area Coordinators or Assistant Net Managers as necessary for the efficient operation of the nets. The Net Manager shall supervise net operations and encourage adherence to good Amateur Radio practices by Area Coordinators, Assistant Net Managers, and net participants. The Net Manager shall report to the President on a monthly basis. Area Coordinators and Assistant Net Managers shall assist the Net Manager as he or she directs. In the absence of the Net Manager, Area Coordinators or Assistant Net Managers shall have the authority to manage the nets on a temporary basis, subject to supervision by the President.
ARTICLE V - ELECTIONS
5.1 ELECTION OF DIRECTORS AND OFFICERS.
Directors and officers shall be elected subject to these Bylaws In order to provide the Membership with a reliable, democratic election process, elections shall be conducted in a fair, impartial, and open matter. Those charged with conducting an election shall take all steps necessary to ensure that all election activities are properly and truthfully executed, and that the results are accurately determined.
5.1(A) Elections shall be held for officers on an annual basis in December, and as appropriate for Directors in December as their respective terms draw to a close, subject to Bylaw 2.2C.
5.1(B) Prior to October 15 of each year, the President shall designate an Elections Committee consisting of no fewer than three Full Members who are currently not serving on the board. The Elections Committee shall accept nominations for each position, certify nominated candidates, count and certify the election results and report the results to the Board of Directors, the President, Net Manager and respective candidates no later than January 10.
5.1(C) Any Full Member may nominate eligible members as candidates for Director or offices upon prior consent there from, by submitting written or electronic (email) nominations to the Chairman of the Nominating Committee. To ensure open and fair elections, no nominee once nominated, shall be eligible for the candidacy for a different post during the election period. A Nominee may withdraw from the position for which he or she was nominated prior to November 25th, the date nominations shall be closed. In selecting candidates the Nominating Committee shall consider each candidate's qualifications, experience, conduct and other relevant information. The Nominating Committee shall, with the assistance of the Secretary, promptly certify from the pool of nominations received, a ballot of candidates ( the "Certified Ballot"), and forward the Certified Ballot to the editor of the Web Site for receipt no later than November 30th for immediate publication, and shall also be immediately forwarded to the Net Manager. Ballots may as appropriate include proposed amendments to the Bylaws, subject to Article VI of these Bylaws
5.1(D) Nominations shall close on November 25, and ballots shall be certified no later than November 30.
5.1(E) No member may seek or hold more than one office at a time.
5.1(F) A Full member shall vote by completing a single ballot, voting only for one candidate per post, or in the affirmative or negative on any ballot measure, and submitting it for receipt by a ballot counting committee, as specified on the ballot, no later than December 30th, at which time the election shall officially close. Electronic voting (e.g., by e-mail) shall be permitted consistent with this Bylaw 5.1(e). Electronic voting shall be conducted pursuant to rules adopted by the Board of Directors, said rules to be Published no fewer than 30 days prior to an election. The Board shall revise electronic voting rules from time to time, as needed. However, no revisions shall be made after Publication without a compelling reason, which shall, along with the revisions, be promptly Published.
5.1(G) Newly elected Directors and officers shall assume their posts on January 15.
5.1(H) The Board of Directors may establish reasonable election rules consistent with fairness and subject to this Bylaw 5.1, said rules to be Published no fewer than 30 days prior to an election. The Board may revise the election rules from time to time, as needed. However, no revisions shall be made after Publication without a compelling reason, which shall, along with the revisions, be promptly Published.
ARTICLE VI - AMENDMENTS
6.1(A) Proposals for amendments shall be submitted to the Secretary in writing. The Secretary shall promptly forward amendments to the Board of Directors for review prior to Publication, which shall be effected by the Board no later than 30 days from receipt by the Secretary. The Board of Directors may edit proposed amendments as to form and appropriateness and determine if they should be voted on by the general membership. Notwithstanding the foregoing, proposed amendments inconsistent with the Certificate of Incorporation, implied intent of these Bylaws, or state or federal laws and regulations, shall not be balloted, and members whose proposals are not balloted shall be promptly informed with explanation of reasons.
6.1(B) The Board of Directors shall determine whether a proposed amendment shall be voted upon during the annual election or in a special referendum to be called by the Board. Votes shall not be solicited fewer than 30 days from the date of Publication of a proposed amendment.
6.1(C) Balloting of amendments shall be conducted in open and fair manner, consistent with these Bylaws
ARTICLE VII - MEMBERS
7.1 ECARS MEMBERSHIP
7A MEMBERSHIP CATEGORIES There shall be two categories of ECARS membership, Full and Associate, available to those who satisfy the requirements of this Bylaw, and have paid annual dues, which are not refundable
7A(a) Full Membership: To be eligible for Full membership, an applicant must hold of a valid internationally recognized Amateur Radio license granting operating privileges on frequencies where the ECARS nets are conducted. The right to vote and all other privileges, subject to Bylaws 2.2B and 3.1, shall be extended to individuals granted Full membership.
7A(b) Associate Membership: To be eligible for Associate membership, an applicant must have a genuine interest in Amateur Radio, but need not hold an Amateur Radio license. All privileges of Full membership, with the exception of voting privileges and eligibility to hold elected office, are extended to Associate members.
7B MEMBERSHIP DURATION. Membership duration shall be for the period of one year and shall be renewable on the anniversary date of the member’s enrollment in ECARS. Adjustments to the amount of dues shall be made by majority vote of the Board of Directors. A person who submits an application for membership after September 30th shall not be eligible to vote in the election of that calendar year. Payment of dues shall be submitted to the Secretary or the Corporation as determined by the Board of Directors from time to time.
7C APPLICATIONS FOR MEMBERSHIP. Applications for ECARS membership or renewal of membership shall be submitted to the Secretary. The Secretary shall have the authority to grant membership, but may refer any application to the Board of Directors for review, as he or she deems reasonably appropriate, or shall so refer upon request from the Board of Directors. The Board of Directors may, in its sole discretion, decline to extend membership to any applicant after review and consideration of the application and available, relevant information. Prompt notice shall be given by the Secretary to applicants whose applications for membership are declined.
7D MEMBERSHIP STATUS. All members are members at will, and termination of membership by the Board of Directors shall be permitted for good cause upon 10 days written notice by sending to the member a Notice of Termination. A member who receives a Notice of Termination may appeal the decision in writing to the Board of Directors. Appeals must be sent to the Secretary, postmarked within 10 days of receipt, to be considered by the Board of Directors. Decision on appeal shall be promptly rendered and shall be final. Termination proceedings shall be conducted in a fair manner, entirely and only in writing by surface mail only. The Board of Directors may establish reasonable rules for termination proceedings and revise said rules from time to time, as necessary.
ARTICLE VIII - CORPORATION ASSETS, FINANCES, CONTRACTS
8.1 MANAGEMENT AND CONTROL OF CORPORATION ASSETS.
The Board of Directors shall exercise lawful control over the Corporation’s physical and financial assets, and intellectual property of any kind, including, but not limited to, trademarks and service marks, copyrights, Internet domain name registrations, and Web Site content (the “ECARS Intellectual Property”). Any person who obtains, creates, or maintains any ECARS Intellectual Property does so exclusively on behalf of the Corporation, and shall claim no right or interest thereto.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in a federally insured financial institution(s) in the United States.
8.3 CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. A complete and accurate record of all receipts, deposits, and disbursements shall be prepared by the Treasurer on a monthly basis and promptly submitted to the Board of Directors (the “Treasurer’s Monthly Report”), or as frequently as the Board directs. Only elected Board members shall execute corporation checks or other instruments. No committee, appointee, or other persons or agents shall be given authority to access Corporation funds or accounts for any reason without the unanimous resolution of the Board of Directors. Any such resolution shall include a sunset clause.
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No Corporation funds shall be loaned or given to any ECARS member for any reason.
The Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
ARTICLE IX - COMMUNICATIONS
9.1 PUBLICATIONS AND PRESENCE ON WORLD WIDE WEB.
The Corporation shall maintain a presence on the Internet, a/k/a the World Wide Web, using its Web Site. The content of the Web Site shall be solely for the dissemination of information about ECARS, the on-air activities of its members, and/or information about Amateur Radio, generally. The Editor of the Web Site shall ensure that all Web Site content is current and appropriate in all respects for the intended audience. All Official Notices for ECARS shall be published on the WWW.ECARS7255.COM Web Site .
The appearance of notices and other information on the ECARS “Web Site” or in "The Monitor™" shall constitute "Official Notice" and general publication to the Membership. Any publication of information to the general membership should be under the heading of "Official Notice".
ARTICLE X - FISCAL YEAR
10.1 FISCAL YEAR. The fiscal year of the Corporation shall begin on the first day of January.
ARTICLE XI - SEAL
11.1 CORPORATE SEAL
The Board of Directors may provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, year of incorporation and the words, "Corporate Seal".