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Organization:

Bylaws

BYLAWS
OF
TUCSON AMATEUR PACKET RADIO CORPORATION
(1985. rev. March, 1994)


ARTICLE I

Identification

1.1 Name. The name of the corporation shall be Tucson Amateur Packet Radio Corporation, and it is sometimes referred to in these Bylaws as the "corporation".

1.2 Principal Office. The principal office of the corporation shall be at Tucson, Arizona, and additional offices may be maintained at such other places within or without the State of Arizona as the Board of Directors may from time to time designate.

1.3 Seal. The seal of the corporation shall be circular in form and mounted upon a metal die, suitable for impressing on paper. The name of the corporation shall appear about the outer periphery of the seal, and the words "Corporate Seal Arizona 1982" shall appear in the inner portion.

1.4 Fiscal Year. The fiscal year of the corporation shall be as determined by the Board of Directors.


ARTICLE II

Purposes

2.1 Purposes. The purpose for which the corporation is formed is that set forth in its Articles of Incorporation as from time to time amended; namely, for scientific and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. In the pursuit of that purpose the corporation will perform scientific testing and research into development and improvement of technological systems for use in the amateur radio service, including, but not limited to, digital packet radio communications; research and testing of systems, hardware and software, for packet radio local area networks and computer network systems; and disseminating to the public information obtained as a result of such research and testing. The corporation is not formed for a pecuniary gain, and no part of the assets, income, or profit of the corporation is distributable to, or will inure to the benefit of its directors or officers except to the extent permitted under the Not-for-Profit Corporation Laws of the State of Arizona.


ARTICLE III

Membership Classes - Dues, Voting Rights and Annual Meetings

3.1 Membership.
      (a) Any individual who subscribes to the purposes and basic policies of the corporation may become a member subject to compliance with the provisions of the Bylaws.

      (b) Persons may be admitted to membership at any time.

3.2 Classes of Membership. There shall be two classes of members, designated as CHARTER MEMBERS and MEMBERS. CHARTER MEMBERS are those persons who became members of Tucson Amateur Packet Radio prior to formation of the non-profit corporation and paid an initiation fee of $15.00. MEMBERS are those persons who joined Tucson Amateur Packet Radio prior to its incorporation having paid no initiation fee and those persons who became members subsequent to incorporation. Both classes of membership in existence prior to incorporation are herewith transferred to Tucson Amateur Packet Radio Corporation by these Bylaws.

3.3 Annual Dues. The annual dues for all members shall be as determined by the Board of Directors and shall be posted in the Corporation Newsletter.

3.4 Payment of Annual Dues. The dues for the first year of membership for all members are payable upon admission to membership in the corporation. The annual dues thereafter of all members are payable on the first anniversary of admission to the corporation. Members who fail to pay their dues within thirty days of such anniversary shall be dropped from the membership rolls and thereupon forfeit all rights and privileges of membership.

3.5 Membership Rights. Only members in good standing shall be eligible to exercise their right to cast their votes for directors as set forth in this Article and in Article VI herein.

3.6 Certificates. The corporation will issue certificates evidencing membership.

3.7 Annual Meeting. An annual meeting of voting members will be held once per calendar year as determined by the Board of Directors. Notice of the annual meeting will be included in the Corporation Newsletter sent to all members in good standing at least one month preceding said meeting.

3.8 Chairman. At all membership meetings, the President of the corporation shall serve as chairman and in his absence a Vice President shall preside.

3.9 Election by Mail. Elections of directors by the membership may be conducted by mail.


ARTICLE IV

Board of Directors

4.1 Number. The business and affairs of the corporation shall be managed by a Board of Directors. The Board of Directors shall have the sole voting power except as delegated to the Executive Committee and as allowed to the membership in good standing as provided in Article III herein. The Board of Directors shall consist of nine members. All directors shall be elected by the membership in good standing.

4.2 Requirements to Serve on the Board of Directors. All directors must be members in good standing and have attained the age of 18 years or older.

4.3 Terms. All directors shall serve for terms of three years.

4.4 Vacancies. In the case of any vacancy among directors through death, resignation, or other cause, the remaining directors may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until election and qualification of his successor.

4.5 Annual Meeting. The annual meeting of the Board of Directors shall take place in person once per-year at a location to be determined by the Board of Directors. Notice of the board meeting will be included in the Corporation Newsletter sent to all members in good standing at least one month preceding said meeting. Additional meetings of the Board of Directors may be held without notice.

4.6 Special Meetings. Special meetings of the Board of Directors may be held when called by one tenth of the members of the Board of Directors upon a minimum of five days written notice to each member of the Board, any and all business may be transacted at a special meeting. Special meetings may be conducted by way of telephone conferencing or by the use of telecommunication systems. When telecommunication systems are used, special meetings may remain in continuous session.

4.7 Quorum. A majority of the directors shall constitute a quorum for the transaction of business. All acts of the Board of Directors shall require the affirmative vote of a majority of the directors present.

4.8 Chairman. At all meeting of the Board of Directors, the President of the corporation shall serve as chairman and in his absence a Vice President, as designated by the Board of Directors, shall preside.

4.9 Committees. From time to time the Board of Directors may appoint committees for any purpose, who shall have such power as specified in the resolution of appointment.

4.10 Removal of Directors. At any special meeting of the directors called for such purpose, any then serving director may be removed from the Board of Directors, for any reason, by an affirmative vote of a majority of the directors present.


ARTICLE V

Executive Committee

5.1 Number. There shall be an Executive Committee consisting of the officers of the corporation and such other directors as the Board of Directors may from time to time designate, but not to exceed six members.

5.2 Responsibility. The Executive Committee shall be responsible for overseeing the implementation and execution of the plans and policies expressed by the Board of Directors.

5.3 Terms. Officers of the corporation shall serve on the Executive Committee for the term of their office. Directors shall serve on the Executive Committee at the pleasure of the Board of Directors.

5.4 Conduct of business. The Executive Committee will be guided by the rules established for the Board of Directors in connection with Special Meetings, Quorum, Chairman and Committees.

5.5 Limits. The Executive Committee shall have a maximum spending authority of $5,000.00.

5.6 Reporting. The Executive Committee shall report its actions and expenditures to the Board of Directors on a monthly basis.


ARTICLE VI

Officers

6.1 Officers and Qualifications. The officers of the corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may determine. Any two offices, except the offices of President and Secretary, may be held by the same person.

6.2 Election. All officers of the corporation shall be elected annually by the Board of Directors at its annual meeting.

6.3 Term of Office. All officers shall hold office until their successors have been duly elected and have qualified, or until removed as hereinafter provided.

6.4 Removal of Officers. Any officer may be removed either with or without cause by a vote of a majority of the Board of Directors.

6.5 Duties of Officers. The duties and powers of the officers of the corporation shall be as follows and as shall hereafter be set by resolution of the Board of Directors:

    6.5.1 President.

      6.5.1.1. The President shall preside at all meetings of the corporation and of the Board of Directors at which he may be present.

      6.5.1.2. He shall present at the annual meeting of the directors a report of the condition of the business of the corporation.

      6.5.1.3. He shall appoint, discharge, and fix the compensation of all employees and agents of the corporation other than the duly elected officers, subject to the approval of the Board of Directors.

      6.5.1.4. He shall sign and execute all contracts in the name of the corporation.

      6.5.1.5. He shall designate, subject to the approval of the Board of Directors, those individuals, in addition to the Treasurer, who shall be responsible for executing notes, drafts or other orders for payment of money. Individuals so designated shall execute this authority under the direction of the President, Executive Committee, or the Board of Directors.

      6.5.1.6. He shall cause all books, reports and statements to be properly kept and filed as required by law.

      6.5.1.7. He shall enforce these Bylaws and perform all the duties incident to his office and which are required by law, and, generally, he shall supervise and control business and affairs of the corporation.

      6.5.1.8. The President shall have a maximum spending authority of $1,000.00.

      6.5.2 Vice Presidents. During the absence or incapacity of the President, a Vice President, as designated by a majority of the Board of Directors, shall perform the duties of the President, and when so acting, he shall have all the powers and be subject to all the responsibilities of the office of President and shall perform such duties and functions as the Board may prescribe. The duties of the Vice Presidents shall be designated by the Board of Directors prior to their election. A Vice President, as designated by a majority of the Board of Directors, shall perform the duties of the Secretary in the absence of the Secretary.

      6.5.3 Secretary.

      6.5.3.1. The Secretary shall keep the minutes of the meeting of the Board of Directors in an appropriate book.

      6.5.3.2. He shall attend to the giving of notice of special meetings of the Board of Directors of the corporation.

      6.5.3.3. He shall be custodian of the records and seal of the corporation and shall affix the seal to corporate papers when required.

      6.5.3.4. He shall attend to all correspondence and present to the Board of Directors at its meetings all official communications received by him.

      6.5.3.5. He shall perform all the duties incident to the office of Secretary of the corporation.

      6.5.4 Treasurer.

      6.5.4.1. The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the corporation, and shall deposit such funds and securities in the name of the corporation in such banks or safe deposit companies as the Board of Directors may designate.

      6.5.4.2. He shall make, sign, and endorse in the name of the corporation checks, drafts, notes and other orders for the payment of money, and pay out and dispose of such under the direction of the President, the Executive Committee, or the Board of Directors.

      6.5.4.3. He shall keep at the principal office of the corporation accurate books of account of all its business and transactions and shall at all reasonable hours exhibit books and accounts to any director upon application at the office of the corporation during business hours.

      6.5.4.4. He shall render a report of the condition of the finances of the corporation at each regular meeting of the Board of Directors.

      6.5.4.5. He shall further perform all duties incident to the offices of Treasurer of the corporation.

      6.5.4.6. If required by the Board of Directors, he shall give such bond as it shall determine appropriate for the faithful performance of his duties.


ARTICLE VII

Amendments

These Bylaws may be amended, repealed or altered in whole or in part by a majority vote at any regular or special meeting of the Board of Directors of the corporation.

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