ARTICLE I -- MEMBERSHIP MEETINGS
Section 1 -- Membership meetings
North Coast Amateur Radio Club, herein known as NCARC, shall have
twelve (12) membership meetings per year, one per month, at a place
and time that is chosen by the trustees.
Section 2 -- Special Membership meetings
Special meetings of the members may be held at any time upon call of
the president or a majority of the trustees.
Section 3 -- Notice of meetings
Notice of all Membership meetings shall be included in the NCARC
newsletter. Notice of any special membership meetings will be made
during NCARC's nets.
Section 4 -- Quorum
One-third (1/3) of the trustees and one-tenth (1/10) of the membership
shall constitute a quorum for the transaction of business at any
membership or special membership meeting of NCARC. Trustees
may be counted to meet both the membership and trustee
ARTICLE II -- TRUSTEES
Section 1 -- Number of trustees
The number of trustees shall be up to thirteen (13), and they shall
consist of the following:
1. The officers of NCARC:
(b) Vice president
2. Up to Nine (9) other trustees
Section 2 -- Eligibility
All trustees must hold valid amateur radio licenses (of any class) issued
by the Federal Communications Commission.
Section 3 -- Election of trustees
All trustees are elected by the NCARC membership. Nominations for
expired trustee positions shall be at the membership meeting held in
November. All individuals nominated must be present during the
November membership meeting to accept the nomination, or must have
a letter on file with the NCARC secretary stating their intention to
accept such a nomination.
The election ballot may be mailed to all NCARC members following the
November membership meeting. The completed ballots must be
returned prior to the start of the December membership meeting. The
ballots may be counted at the December membership meeting
Section 4 -- Term
Trustees' terms shall begin on January 1 following their election at the
previous December membership meeting.
Any trustee may be removed from his/her position at any time by a
two-thirds (2/3) vote of the membership.
Section 5 -- Powers of trustees
The trustees shall have the control and management of the business,
funds and property of NCARC; subject only to the action of the members
in a meeting assembled. It may promulgate and enforce rules governing
the use of the property and privileges of NCARC by its members and
appoint standing or special committees of NCARC.
No contract, which exceeds $100.00, may be entered into and no
disbursement in excess of $100.00 may be made without a majority
vote of a quorum of the members present at a membership or special
meeting. The only exception shall be by a majority vote of the trustees
in the case of emergency repair needs of NCARC radio communication
Section 6 -- Trustee meetings
The trustees shall hold four Trustee meetings per year, during the
months of January, April, July and October. The president shall
choose the specific date, time and place of these meetings.
Section 7 -- Special Trustee meetings
Special meetings of the trustees may be held at any time upon call
of the president, or a majority of the trustees.
Section 8 -- Quorum
A majority of the whole authorized number of trustees shall be
necessary to constitute a quorum for a meeting of the trustees.
However, a majority of the trustees in office shall constitute a
quorum for filling a vacancy in the authorized number of trustees
or in the officers of NCARC.
Section 9 -- Vacancies
Trustees failing to attend three (3) consecutive trustees' meetings
without just cause shall automatically be removed and their position
declared vacant. Just cause may include, but is not limited to, illness,
job, or relocation.
In the event of a declared vacant trustee position, the trustees may
appoint a member from the NCARC membership to fulfill the vacancy
until the next regular election.
Section 10 -- Bonds
No trustee shall be required to have any bond or surety for the faithful
performance of their duties with the exception of the treasurer.
Section 11 -- Compensation
No NCARC trustee shall be entitled to or shall receive any compensation
for attendance at any meetings or any other services rendered to NCARC.
ARTICLE III -- OFFICERS
Section 1 -- Composition
The officers of NCARC consist of a president, vice president, secretary
and treasurer. All officers are also non-elected trustees.
Section 2 -- Election of officers
The election of officers is handled in the same manner as the election
of trustees per Article II, Section 3 of these bylaws.
Section 3 -- Term
Officers' terms shall begin on January 1 following their election at the
previous December membership meeting, and shall be for a term of
one (1) year.
The president cannot succeed himself/herself more than three (3)
Any officer may be removed from his/her position at any time by a
two-thirds (2/3) vote of the membership.
Officers shall, at the expiration of their term, removal from office, or
vacancy of office, turn over all club properties and records in their
possession to their successor.
Section 4 -- Duties
The officers shall perform the following duties:
(a) President. The president shall preside at all meetings of members
and trustees, and perform generally all duties usually incident to such
office, and such other and further duties as may from time to time be
required by the members or trustees.
(b) Vice president. The vice president shall perform all the duties of the
president in case of the latter's absence or disability. In case both the
president and vice president are absent or unable to perform their
duties, the members or trustees, as the case may be, may appoint a
president pro tempore.
(c) Secretary. The secretary shall keep an accurate record of all
transactions of the members and trustees. The secretary shall give all
notices required by law and all notices provided by the bylaws of
NCARC. The secretary shall keep a proper secretary's book, and shall
properly record therein all minutes of members' and trustees' meetings,
and such other matters as shall be proper and necessary.
(d) Treasurer. The treasurer shall receive and safely keep all moneys,
rights and chooses in action belonging to NCARC, and the same shall
be disbursed under the direction of and to the satisfaction of the
trustees. Proper vouchers shall be taken for all such disbursements.
It shall be the treasurer's duty to keep an accurate account of the
finances of NCARC on the books of NCARC prepared and furnished for
that purpose, and all books shall be open for inspection and
examination by the trustees or any committee of the members
appointed for that purpose. The treasurer shall render an account of
the standing of NCARC at the membership meetings of the members and
at such other times as the trustees may require. The treasurer shall
perform all such other and further duties as may be required by the
president or trustees.
ARTICLE IV -- MEMBERSHIP
Section 1 -- Classification
There shall be two classes of members, individual and family. Both
classes of members shall be eligible to hold office and entitled to vote
at meetings of NCARC.
Section 2 -- Individual members
Individual members may include any person who is interested in the
advancement of NCARC's purposes as stated in the Articles of
Section 3 -- Family members
Family members may include any person who is interested in the
advancement of NCARC's purposes as stated in the Articles of
Incorporation, is a relative of an individual member, and resides at the
same address as the individual member.
Section 4 -- Membership dues
The membership dues of NCARC shall be determined by action of the
members in meeting assembled.
Section 5 -- Voting
A majority vote of a quorum shall rule in all actions taken at meetings,
except for Article V -- Amendment of Bylaws, and Article II, Section 4
and Article III, Section 3, relating to removal of an officer or trustee.
ARTICLE V -- AMENDMENT OF BYLAWS
Bylaws may be adopted, amended or repealed by the members by a
two-thirds (2/3) vote of the members in attendance at a membership meeting.
Written notification of a proposed amendment to the bylaws must be
mailed to all members no later than fourteen (14) days prior to the
meeting at which the proposed amendment is to be acted upon.
The officers of NCARC shall ensure that copies of the proposed
amendment are available for inspection.
ARTICLE VI -- PARLIAMENTARY AUTHORITY
"Robert's Rule of Order, Revised" shall govern any situation at meetings
not specifically covered by these bylaws.
(a) Any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed cause of action, suit
or proceeding, whether civil, criminal, administrative, or investigative
(other than a suit by or in the right of NCARC) by reason of the fact
that the person is or was a trustee, officer, member, or agent of
NCARC, or is or was serving at the request of NCARC as a trustee,
officer, member, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, shall be Indemnified by NCARC for
expenses (including reasonable attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by
the person in connection with such cause of action, suit, or proceeding
if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of NCARC, and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe the person's conduct was unlawful. The termination
of any Action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of NCARC, and, with respect to
any criminal action or proceeding, had reasonable cause to believe
that the person's conduct was unlawful.
(b) Any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed cause of action or
suit by or in the right of NCARC to procure a judgment in its favor by
reason of the fact that the person is or was a trustee, officer, member,
or agent of NCARC, or is or was serving at the request of NCARC as a
trustee, officer, member or agent of another corporation, partnership,
joint venture, trust, or other enterprise, shall be indemnified by NCARC
against expenses (including reasonable attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and
in a manner the person reasonably believed to be in or not opposed
to the best interests of NCARC. However, no indemnification shall be
made in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in
the performance of the person's duty to NCARC unless, and only to the
extent that, the court in which such action or suit was brought shall
determine, upon application, that despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as such court
shall deem proper.
(c) Any indemnification under sections (a) and (b) (unless otherwise
ordered by a court of competent jurisdiction) shall be made by NCARC
only as authorized in the specific case upon a determination that
indemnification of the trustee, officer, member, or agent is proper in
the circumstances because the person has met the applicable
standard of conduct set forth in sections (a) and (b). Such
determination shall be made (1) by the trustees by a majority vote
of a quorum consisting of trustees who were not parties to such
action, suit, or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable, a quorum of disinterested members so directs,
by independent legal counsel in a written opinion. Notwithstanding
the provisions of sections (a) and (b) of this Article, to the extent that
a trustee, officer, member, or agent of NCARC has been successful
on the merits, or otherwise, in defense of any action, suit or proceeding
referred to in such sections, or in the defense of any claim, issue, or
matter therein, the person shall, in any event, be indemnified against
expenses (including reasonable attorneys' fees) actually and
reasonably incurred by the person in connection therewith.
(d) Expenses incurred in defending a civil or criminal action, suit, or
proceeding may be paid by NCARC before the final disposition of such
action, suit, or proceeding. Such expenses may be authorized by the
trustees in a specific case only upon receipt by NCARC of an
undertaking by or on behalf of the trustee, officer, member, or agent
to repay any such amount unless it shall ultimately be determined
that the person is entitled to be indemnified in such amount by NCARC.
(e) The indemnification provided by this Article Seven shall not be
deemed, exclusive of any other rights to which those seeking
indemnification may be entitled by any law of the State of Ohio, bylaw,
agreement, vote of members or disinterested trustees, or otherwise,
both as to action taken in the person's official capacity and as to
action in another capacity while holding such office and shall continue
as to a person who has ceased to be a trustee, officer, member, or
agent and such rights shall inure to the benefit of such Person’s heirs,
executors, and administrators.
These Bylaws of North Coast Amateur Radio Club (NCARC) have been
adopted on this day:
Thursday, December 17, 2015
NCARC 2015 Officers Signatures (on file with the NCARC Secretary)
President Dan Sarama KB8A
Vice-President Fred Heyse N8AHS
Secretary Heidi Holmes WD8EFK
Treasurer Mary Lou Sarma K8MLS