By-Laws

    of
    The Foundation for Amateur Radio
    (As Amended 13 October, 1993)
     
     

    Article I
    Offices


     


    SECTION 1.  The name of the corporation shall be Foundation for Amateur Radio, Inc.

    SECTION 2.  The principal office of the Foundation for Amateur Radio shall be 1233 20TH Street, NW, Suite 204, Washington, DC 20036. (11/10/93)

    SECTION 3.  The corporation may have offices both within and without the District of Columbia as the Board of Trustees may from time to time determine or the business of the corporation may require. (8/11/93) (11/10/93)

    SECTION 4.  The objects and purposes, which are not for profit, are fully set forth in the Certificate of
    Incorporation. (8/11/93)
     

    ARTICLE II
    Membership


     


    SECTION 1.  The membership of the Foundation shall consist of Amateur Radio clubs or organizations
    (hereinafter referred to as clubs) elected to membership by the two-thirds affirmative vote of the Board of Trustees of the Foundation present and voting at a meeting. A club applying for membership in the Foundation must submit its application prior to the meeting where the application will be read. The application shall name the officers and at least one proposed Trustees of the club and state the objectives of the organization. A representative of the club must be present at the meeting when the application is considered. (11/10/93)

    SECTION 2.  Membership in the Foundation will be terminated for any cause upon the three-fourth affirmative vote of the Board of Trustees of the Foundation present and voting at a regular meeting, provide however, that the Trustee or Trustees who have been selected by the Club or organization whose termination of membership is being voted upon shall not be counted for any purpose nor be entitled to vote upon such question of termination.

    SECTION 3.  Upon re-qualifying, any club or organization which has been as an inactive club may be reinstated to full membership, without penalty, upon the two-thirds affirmative vote of the Board of Trustees of the Foundation present and voting at a regular meeting. (3/9/94)

    SECTION 4.  Failure of a club to be represented by a duly elected Trustee at least once during twelve
    consecutive meetings of the Board shall be construed as evidence of lack of interest on the part of the Club to
    continue its membership and thereafter it will be carried as an inactive club and all privileges will be withdrawn. (8/11/93) (11/10/93)
     

    ARTICLE III
    Trustees


     


    ARTICLE 1.  A Trustee, duly elected, shall hold office for a period of one year and continue until his successor is elected and qualified, or until such time as the membership in the Foundation of the Club designating such Trustee shall have been terminated by the Foundation.

    SECTION 2.  Election of Trustees may be made at any regular meeting of the Board of Trustees. A Trustee
    elected to fill a vacancy shall be elected for the unused term of his predecessor in office. (11/10/93)

    SECTION 3.  The business and affairs of the Foundation shall be managed by its Board which may exercise all such powers of the Foundation and do all such lawful acts and things as are not, by statute or by the Certificate of Incorporation or these By-Laws, directed or required to be exercised and done by committee or otherwise.

    SECTION 4. All meetings of the Board shall be conducted and governed in accordance with the provisions of
    the most current edition of Robert’s Rules of Order. (8/11/93) (11/10/93)
     

    Meeting of the Board of Trustees


     


    SECTION 5.  Meetings of the Board of Trustees, regular or special, may be held within or without the District of Columbia.

    SECTION 6.  Unless the Trustees otherwise direct, the regular meeting of the Foundation held in the month of April each year shall be its annual meeting and no notice thereof shall be required.

    SECTION 7.  Regular meetings of the Board may be held without notice and at such time and at such place as shall from time to time be determined by the Board.

    SECTION 8.  Special meetings of the Board may be called by the President or by the Secretary with the
    approval of the Executive Committee; special meetings must be called by the President or the Secretary upon the written request of five Trustees representing at least five different member clubs.

    SECTION 9.  The Trustees present at any duly called meeting of the Board shall constitute a quorum for the
    transaction of business, and unless otherwise provided, the majority vote cast by the Trustees present at the meeting at which a quorum is present shall be the act of the Trustees. Since the Foundation is a council of Amateur Radio clubs, each club is entitled to one vote. Therefore, a Trustee may cast one vote for each club he represents; however, a Trustee may represent a maximum of two clubs. (9/8/93) 3/9/94)
     

    Executive Committee


     


    SECTION 10.  The Executive Committee of the Board of Trustees shall be composed of the President, the
    Executive Vice-President, the Treasurer, the Secretary, and no more than three (3) additional members appointed by the President. The Executive Committee shall formulate and make recommendations to the Board of Trustees and shall execute the policies and actions of the Trustees. The Executive Committee shall have and may exercise all the authority granted by the Trustees in the management of the business and affairs of the Foundation. (9/8/93) (11/10/93)

    SECTION 11.  The Executive Committee shall keep regular minutes of its proceeding and shall report the same to the Board. (11/10/93)
     

    ARTICLE IV
    Notices


     



    SECTION 1.  No notices are required for regular meetings of the Board of Trustees. Notices of Special Meetings shall be delivered personally or mailed by first class mail to each Trustee at his address appearing on the records of the Foundation at least five (5) days prior to any action indicated therein. Notice by mail shall be deemed to be given at the time of mailing. (9/8/93)

    SECTION 2.  Wherever any notice whatever is required to be given under the provisions of the statues or under the provisions of the Certificate of Incorporation or of the By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

    SECTION 3.  Attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Trustee attends a meeting for the express purpose of objecting to the transactions of any business because the meeting is not lawfully called or convened. Unless otherwise provided herein, neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be specified in the notice of or waiver of notice of such meeting.
     

    ARTICLE V
    Officers


     


    SECTION 1.  The Officers of the Foundation shall consist of a President, an Executive Vice-President, one or more additional Vice-Presidents, a Secretary, and a Treasurer, each of whom shall be elected by the Board. Any two offices may be held except the offices of President and Secretary. (10/13/93)

    SECTION 2.  The Board of Trustees at each annual meeting, shall elect a President, an Executive
    Vice-President, one or more additional Vice-Presidents, a Secretary, and a Treasurer, none of whom need be a member of the Board. (9/8/93)

    SECTION 3.  The Board may elect or appoint such other officers, assistant officers and agents as it shall deem necessary who shall hold their offices for such terms and have authority and perform such duties as shall be determined from time to time by the Board.

    SECTION 4.  The salaries of all officers and agents of the Foundation shall be fixed by the Board.

    SECTION 5.  The officers of the Foundation shall hold office until their successors are chosen and qualify. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Foundation will be served thereby, but such removal shall be without prejudice or contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Foundation by death, resignation, removal or otherwise shall be filled by the Board.
     

    President


     


    SECTION 6.  The President shall be chief executive officer of the Foundation, Shall preside at all meeting of the Board and the Executive Committee, shall have general and active management of the affairs of the Foundation, and shall see that all orders and resolutions of the Board are carried into effect.

    SECTION 7.  He/She shall execute bonds, mortgagees, and other contracts or evidences of indebtedness and as to those requiring a seal, under the seal of the Foundation, except where required or permitted by law to be
    otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Foundation.
     

    The Executive Vice-President


     


    SECTION 8.  In the absence of the President, the Executive Vice-President shall perform the duties and exercise the powers of the President, In the absence of both the President and Executive Vice-President, the Board of Trustees shall select a member of the Board to chair the meeting. (10/13/93)
     

    The Secretary


     


    SECTION 9.  The Secretary or acting Secretary shall record all the proceeding of the Foundation, its Board and the Executive Committee; he shall maintain attendance records of each meeting, and shall notify the Trustees of a member Club and the Club when ten consecutive meetings have passed without the club being represented. He shall give, or cause to be given, any required notices of meetings of the Board and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision he shall be. He shall preserve and maintain such records and shall keep in safe custody the seal of the Foundation and, when authorized by the Board affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer. (11/10/93)

    The Secretary shall maintain a separate record of all actions of the Board that remain in effect and have a
    continuing effect on the conduct of the business of the Foundation; such record shall upon request of any person authorized to view the by-laws of the Foundation. (2/9/94)
     

    The Treasurer


     


    SECTION 10.  The Treasurer shall have the custody of the corporate funds and security and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Foundation and shall deposit all moneys and other valuable effects in the name and to the credit of the Foundation in such depositories as may be designated by the Board.

    SECTION 11.  He/She shall disburse the funds of the Foundation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board, at its regular meetings, or when the Board so requires, an account of all his transactions as Treasurer and of the fiscal condition of the Foundation.

    SECTION 12.  If required by the Board he/she shall give the Foundation a bond in such sum and with such
    surety or securities as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration for the Foundation, in case of his death, resignation, retirement, or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Foundation.

    SECTION 13.  All appropriations of money, except those specifically authorized in an annual budget previously approved by the Trustees, shall be discussed at a regularly scheduled meeting of the Trustees. A vote thereon shall be taken at the next regularly scheduled meeting of the Trustees. In an emergency as defined by a majority of the Executive Committee a particular appropriation may be made by vote of the Trustees. Non-budget routine expenditures necessary to accomplish Board actions may be approved by vote of the Executive Committee in amounts not to exceed budgeted miscellaneous funds.

    SECTION 14.  Upon the affirmative vote of two thirds of the voting Trustees present, the honorary position of “Trustee at Large” may be designated for individuals who are in a unique position to contribute expertise to the Board. Such Trustees at Large shall have all rights and privileges of membership with the exception of casting a ballot on any issue eligible for a roll call vote. (10/13/93)
     

    ARTICLE VI
    General Provisions

    Checks


     


    SECTION 1.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board from time to time designates.
     
     

    Fiscal Year


     


    SECTION 2.  The fiscal year of the Foundation shall begin the first day of January in each year and shall end onDecember 31.
     

    Seal


     


    SECTION 3.  The Foundation shall have a corporate seal which shall consist of two concentric circles between which shall be its name and in the center shall be inscribed the year of its incorporation and the words “Corporate Seal, District of Columbia”.
     

    Fee


     


    SECTION 4.  The entrance fee for membership shall be a sum fixed by resolution by the Trustees. The fee shall be payable in advance.
     

    ARTCLE VII
    Amendments


     


    SECTION 1.  These By-Laws may be amended at any regular meeting of the Board or at any special meeting of the Board if notice of such action has been proposed and read at the meeting prior to their adoption. A two-thirds majority vote in favor of the adoption cast by the voting members present is required for adoption of the proposed by-law amendment. (11/11/92)
     
     


    * * * * *


     






    The forgoing By-Laws were duly adopted at the regular meeting of the Foundation of July 14, 1971 and amended in October and November of 1984, November of 1992, and March of 1994.
     
     


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