ANNE ARUNDEL RADIO CLUB, INC.
CONSTITUTION AND BY-LAWS
Original version approved on October 6, 2005
ARTICLE I
Office, Purposes
SECTION 1. Principal Office. The principal office of the Corporation shall be in Anne
Arundel County, Maryland.
SECTION 2. Other Offices. The Corporation may also have an office or offices in such other
place or places as the business of the Corporation may require and the Board of Directors may from
time to time appoint.
SECTION 3. Purposes. The purposes for which the Corporation is formed are as follows:
To promote the pleasure and benefits of amateur radio, develop individual knowledge and
proficiency in amateur radio operation, promote amateur radio operation in the general community,
and facilitate emergency and public service communication, within the rules and regulations
established by the Federal Communications Commission (FCC). Said corporation is organized
exclusively for charitable, religious, educational and scientific purposes, the making of distributions
to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal
Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE II
Members
SECTION 1. Number of Members. There shall be no restriction upon the number of
members who may belong to the Corporation; provided, however, that in order to fulfill the
Corporation’s mission, at least fifty-one percent (51%) of the membership at any time shall be persons
who are licensed by the FCC as amateur radio operators.
SECTION 2. Qualifications. Membership in the Corporation shall be open to individuals
having a particular interest in the support of the purposes of the Corporation and shall be open to all
persons regardless of race, sex, creed, national origin, or physical or mental disabilities.
SECTION 3. Application. All applications for membership shall be made in writing to the
Corporation, with the appropriate dues. The application constitutes an agreement on the part of the
applicant, if elected, to adhere to all bylaws, rules and regulations of the Corporation. The application
for membership in the Club shall include a waiver of liability that must be read and signed by each
adult member and signed by a parent or guardian for each minor member. The admission of an
applicant to membership shall require the approval of a majority of the Board of Directors and a
majority of the Members present at any subsequent scheduled meeting.
SECTION 4. Dues. The Board of Directors shall adopt a comprehensive plan or schedule of
membership dues that will produce revenues for the Corporation in a fair and equitable manner from
each of the members. Such plan or schedule may be changed from time to time pursuant to a
resolution of the Board of Directors to reflect the needs of the Corporation. Members who fail to pay
their dues within 60 days shall be automatically terminated.
SECTION 5 Rights and Privileges. To the extent provided herein, each member in good
standing shall have the right to vote and hold office. Use of the Corporation’s facilities and
equipment shall be made available to Members in good standing under policies established by the
Board of Directors. In those instances where the use of facilities and equipment requires an FCC
license, such use will be permitted to those with appropriate FCC licenses or to unlicensed members
in properly supervised training sessions.
SECTION 6. Resignations and Termination. All resignations shall be tendered to the
Corporation in writing addressed to the Secretary. Any member may be expelled for cause (including
misconduct) by recommendation passed by a majority of the Board of Directors at any meeting called
for such purpose. Such member shall be notified of the intention of the Board to consider that
member’s expulsion and shall be given the opportunity of a hearing before the Board of Directors.
Removal will become effective upon notification of the Member following a majority vote of the
Board of Directors.
SECTION 7. Annual Meeting, Regular Business Meetings. The annual meeting of the
members of the Corporation shall be held on the first Thursday in December, at a time to be
designated by the Board of Directors, for the purpose of electing officers and directors to succeed
those whose terms shall have expired as of the end of the fiscal year, and for the transaction of such
other corporate business as may come before the meeting.
Regular business meetings shall be held on the first Thursday of each month and are open to
the public.
SECTION 8. Special Meetings. Special meetings of the members may be called at any time
for any purpose or purposes by the President, by a Vice President, or by a majority of the Board of
Directors, and shall be called forthwith by the President, by a Vice President, the Secretary or any
director of the Corporation upon the request in writing of a majority of all the members entitled to
vote on the business to be transacted at such meeting. Such request shall state the purpose or purposes
of the meeting. Special meetings shall be open to the public.
SECTION 9. Place of Holding Meetings. All meetings of members shall be held at such
place as designated from time to time by the Board of Directors.
SECTION 10. Notice of Meetings. Written notice of each meeting of the members shall be
transmitted electronically via the internet or by telecopier, or mailed, postage prepaid, by the Secretary
to each member of record entitled to vote thereat at his or her email address, fax number, or post
office address, as it appears upon the books of the Corporation, at least ten (10) days before the
meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and,
in the case of any special meeting, shall state briefly the purpose or purposes thereof.
SECTION 11. Quorum. The presence in person of twenty members of the Corporation shall
constitute a quorum at all meetings of the members except as otherwise provided by law, by the
Articles of Incorporation or by these By-Laws. Members of the Corporation may participate in a
meeting by means of a conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation in a meeting by these
means constitutes presence in the person at the meeting. If less than a quorum shall be in attendance
at the time for which the meeting shall have been called, the meeting may be adjourned from time to
time by a majority vote of the members present or represented, without any notice other than by
announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a
quorum shall attend, any business may be transacted which might have been transacted if the meeting
had been held as originally called.
SECTION 12. Conduct of Meetings. Meetings of members shall be presided over by the President of the
Corporation or, if the President is not present, by the Vice President, or, if none of said officers is
present, by a chairman to be elected at the meeting. The Secretary of the Corporation shall act as
secretary of such meetings; in the absence of the Secretary, the presiding officer may appoint a person
to act as Secretary of the meeting.
SECTION 13. Voting. At meetings of members every member entitled to vote thereat shall
have one (1) vote. Such vote must be cast in person, and the vote of a person participating by
teleconference shall be deemed cast in person. All elections shall be had and all questions shall be
decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided by
law, in the Articles of Incorporation or by these By-Laws.
If the chairman of the meeting shall so determine, a vote by ballot may be taken upon any
election or matter, and the vote shall be so taken upon the request of ten percent (10%) or more of all
of the members entitled to vote on such election or matter. In either of such events, the ballots
(including any ballot submitted by teleconference) shall be received and be taken in charge and all
questions touching the qualification of voters and the acceptance or rejection of votes shall be decided
by the vote-counters. Such vote-counters shall be appointed by the chairman of said meeting.
ARTICLE II
Board of Directors
SECTION 1. General Powers. The property and business of the Corporation shall be
managed under the direction of the Board of Directors of the Corporation.
SECTION 2. Number and Term of Office. The number of directors shall be seven (7) or such
other number as may be designated from time to time by resolution of a majority of the entire Board
of Directors. The directors shall serve for a period of one (1) year or until the next annual meeting. At
each annual meeting, the successor directors shall be elected to hold office for a term of one (1) year.
SECTION 3. Nomination and Election of Directors. By no later than the last Thursday in
October of every year, the Nominating Committee shall present a slate of proposed Officers and At-Large Directors to the Board of Directors of the Corporation, and shall present such slate to the
Membership at the November business meeting and through the Corporation’s newsletter. Additional
nominations may be made by Members at the November business meeting. Nominations will be
closed at the end of the November business meeting. The November newsletter shall be distributed to
Members after the November business meeting, and no later than November 15. The President shall
notify all Members not less than ten (10) days before the Annual Meeting of the names of the
candidates, the date, time and location of the meeting. Voting shall be by ballot when there are two (2)
or more candidates for President, Vice President, Secretary or Treasurer or when there are more
candidates for At-Large Directors than open positions. An open vote may be taken for any candidate
who is unopposed. Newly elected Board Members shall take office on January 1.
SECTION 4. Filling of Vacancies. In the case of any vacancy in the Board of Directors
through death, resignation, disqualification, removal or other cause, the remaining directors, by
affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion
of the term of the director whose place shall be vacant, and until the election of his successor, or until
he shall be removed, prior thereto, by an affirmative vote of a majority of the members.
Similarly and in the event of the number of directors being increased as provided in these
By-Laws, the additional directors so provided for shall be elected by a majority of the entire Board of
Directors already in office, and shall hold office until the next annual meeting of members.
On recommendation by a majority of the Board of Directors, any director may be removed
from office for misconduct, violation of his or her trust, or any other just cause, upon the affirmative
vote of a majority of the members entitled to vote at any special meeting of members called for the
purpose. An Officer or Member of the Board who fails to attend three consecutive Board meetings
without good cause, as determined by a majority of the remaining Board members, shall be deemed to
have resigned from the Board.
SECTION 5. Place of Meeting. The Board of Directors may hold their meetings and have
one or more offices, and keep the books of the Corporation, either within or outside the State of
Maryland, at such place or places as they may from time to time determine by resolution or by,
written consent of all the directors. The Board of Directors may hold their meetings by conference
telephone or other similar electronic communications equipment in accordance with the provisions of
the Maryland Corporation law.
SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held
monthly at a time and place specified by the President and published in the Club newsletter. Any
business may be transacted at any regular meeting of the Board. Except for any portions of a meeting
designated by majority vote of the Board as executive session, meetings of the Board of Directors
shall be open to the general membership and the public.
A motion to go into executive session shall state the nature of the business of the executive
session, and no other matter may be considered in the executive session. Attendance in an executive
session shall be limited to the Board and, when requested, the Corporation’s staff, its legal counsel,
and any persons who are subjects of the discussion or whose knowledge is needed. The Board shall
not hold an executive session except to consider a disciplinary or dismissal action against a member.
SECTION 7. Special or Emergency Meetings. Special meetings of the Board of Directors
shall be held whenever called by the President. The Secretary shall give notice of each special meeting
of the Board of Directors at least three (3) days prior to the meeting to each director; but such notice
may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business
may be transacted at any special meetings. Any action taken as a result of an Emergency Meeting
must be agreed to unanimously by the Board Members present.
SECTION 8. Quorum. A majority of the members of the Board of Directors shall constitute
a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any
meeting less than a quorum shall be present, a majority of those present may adjourn the meeting
from time to time, and the act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by
law or by the Articles of Incorporation or by these By-Laws. Members of the Board of Directors may
participate in a meeting by means of a conference telephone or similar communications equipment if
all persons participating in the meeting can hear each other at the same time. Participation in a
meeting by these means constitutes presence in the person at the meeting.
SECTION 9. Required Vote. An affirmative vote of a majority of those present shall be
necessary for the passage of any resolution. Final decisions on matters of interest to the general
membership, as determined by a majority of the Board, shall not be made during board meetings but
shall be referred to the general membership for approval at the next regular business meeting of the
membership. The Board may make final decisions on any matters which require action before the
next regular business meeting of the membership.
SECTION 10. Nominating Committee. No later than September 1 of each year, the Board of
Directors shall elect a Nominating Committee consisting of no fewer than three (3) Members.
SECTION 11. Committees and Divisions. The President shall appoint and the Board of
Directors shall ratify committees and divisions for the purpose of performing and meeting the Club
mission. Participation on committees and in divisions shall be open to all Members in good standing.
Notice of all meetings will be made in accordance with the Bylaws. The Board of Directors, under
Article V herein, may authorize a committee or division to establish a separate bank account to fulfill
its mission. Committee and division meetings shall be open to the members and to the public.
ARTICLE IV
Officers
SECTION 1. Election, Tenure. The officers of the Corporation shall be a President, a Vice
President, a Secretary, and a Treasurer. The officers shall be elected at the annual meeting of the
members. The Officers and three At-Large Directors (one of which shall be the immediate past
president of the Club) shall comprise the Board of Directors.
In the event that any office other than an office required by law, shall not be filled by the
Board of Directors, or, once filled, subsequently becomes vacant, then such office and all references
thereto in these By-Laws shall be deemed inoperative unless and until such office is filled in
accordance with the provisions of these By-Laws.
SECTION 2. Powers and Duties of the President. The President shall preside over all
meetings of the membership and act as the Chairman of the Board of Directors. The President shall
decide all questions of order, sign all official documents of the Corporation, be the chief executive
officer of the Corporation and shall have general charge and control of all its business affairs and
properties.
The President shall be ex-officio a member of all the standing committees. The President
shall, either directly or through appointed committees, maintain the Anne Arundel Radio Club
accreditation as an ARRL Special Service Club. The President shall be responsible for reporting of
the Club’s activities to the local media and/or ARRL, in order to enhance public knowledge regarding
amateur radio and the Club’s participation at local and national levels.
SECTION 3. Powers and Duties of the Vice President. In case of the absence or disability of
the President, the duties of that office shall be performed by the Vice President, and the taking of any
action by any such Vice President in place of the President shall be conclusive evidence of the
absence or disability of the President.
SECTION 4. Secretary. The Secretary shall give, or cause to be given, notice of all meetings
of members and directors and all other notices required by law or by these By-Laws. The Secretary
shall record all the proceedings of the meetings of the members and of the directors, keep records of
the attendance at Board meetings, maintain and distribute a current roster of all club members, carry
on all club correspondence, and read club-related communications to those present at meetings of the
Board or membership. The Secretary shall be responsible for updating the Bylaws of the Corporation
to incorporate amendments, revisions, or changes; shall distribute copies of amended, revised, or
changed Bylaws to the membership within sixty (60) days of the amendment, revision, or change; and
shall have the Bylaws and Articles of Incorporation in his or her possession at all meetings. The
Secretary shall perform such other duties as may be assigned to him or her by the directors or the
President.
SECTION 5. Treasurer. The Treasurer shall have custody of all the funds and securities of
the Corporation, and shall keep full and accurate account of receipts and disbursements in books
belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name
and to the credit of the Corporation in such depository or depositories as may be designated by the
Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements. At the close of each quarter of the calendar
year, the Treasurer shall prepare an itemized statement of disbursements, receipts and balances, which
shall be posted promptly and conspicuously at the site of the Club business meeting. The Treasurer
shall maintain a list of all Corporation property and its value, which shall be included in statements of
the Corporation’s net worth.
The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a
sum, and with one or more sureties, satisfactory to the Board or Directors, for the faithful performance
of the duties of his office and for the restoration to the Corporation in case of his death, resignation,
retirement or removal from office of all books, papers, vouchers, moneys, and other properties of
whatever kind in his possession or under his control belonging to the Corporation.
The Treasurer shall perform all the duties generally incident to the office of the Treasurer,
subject to the control of the Board of Directors and the President.
SECTION 6. Budget. The Board of Directors shall present at the September business
meeting, for approval at the October business meeting, a proposed operating budget for the following
year. The Board of Directors will ensure that the Club is operated within fifteen percent (15%) of the
approved budget and not at a deficit during any fiscal year, unless otherwise approved by a vote of the
membership.
ARTICLE V
Bank Accounts
SECTION 1. Bank Accounts. Such officers or agents of the Corporation as from time to time
shall be designated by the Board of Directors shall have authority to deposit any funds of the
Corporation in such banks or trust companies as shall from time to time be designated by the Board of
Directors and such officers or agents as from time to time shall be authorized by the Board of
Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or
trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn
against the account or in the name or behalf of this Corporation, and made or signed by such officers
or agents; and each bank or trust company with which funds of the Corporation are so deposited is
authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other
instruments or orders for the payment of money, when drawn, made or signed by officers or agents so
designated by the Board of Directors until written notice of the revocation of the authority of such
officers or agents by the Board of Directors shall have been received by such bank or trust company.
There shall from time to time be certified to the banks or trust companies in which funds of the
Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to
draw against the same. In the event that the Board of Directors shall fail to designate the persons by
whom checks, drafts and other instruments or orders for the payment of money shall be signed, as
hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the
payment of money shall be signed by the President or a Vice President and countersigned by the
Secretary or Treasurer of the Corporation.
ARTICLE VI
Miscellaneous Provisions
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of
December.
SECTION 2. Notices. Whenever, under the provisions of these By-Laws, notice is required
to be given to any director, officer or member it shall not be construed to mean personal notice, but
such notice shall be given in writing, and may be transmitted electronically via the internet, by
telecopier, or by mail, by depositing the same in a post office or letter box, addressed to each member
officer or director at his or her email address, fax number, or such address as appears on the books of
the Corporation, or in default of any other address, to such director, officer or member at his or her
general post office, and such notice shall be deemed to be given at the time the same shall be thus
mailed or electronically transmitted. Any member, director or officer may waive any notice required
to be given under these By-Laws.
SECTION 3. Conflict of Interest. In the event any Officer or Director of the Corporation is or
may be an officer, director, stockholder, employee, or have a financial interest in a corporation or
other organization with which this Corporation shall enter into a contract or other transaction; or shall
directly or indirectly be a party to or have an interest in any contract or transaction of the Corporation,
he or she shall fully disclose such interest to the Board of Directors. After revealing any such interest,
such Director shall abstain from voting on any question in reference to said contract or transaction.
Subject to compliance with these requirements of disclosure, no contract or other transaction between
this Corporation and any other corporation, partnership, or individual shall be affected by the fact that
the Director of this Corporation is interested in or is a director or officer of such other corporations,
provided that such contract is negotiated on an arm’s length basis and is fair and reasonable to the
Corporation.
SECTION 4. Robert’s Rules of Order. Unless otherwise provided for in the Articles or
Bylaws, the most current version of Robert’s Rules of Order shall govern proceedings of the
Corporation.
ARTICLE VII
Amendments
SECTION 1. Amendment of Articles of Incorporation. The Articles of Incorporation may be
amended by a two-thirds majority of the voting membership present at a meeting held for the purpose
of considering such amendment, provided that all members have been furnished the proposed
amendments and written notice of the date, time and location of the meeting at least thirty (30) days in
advance of the meeting.
SECTION 2. Amendment of Bylaws. The Bylaws may be amended by a majority of the
voting membership present at a meeting held for the purpose of considering such amendment,
provided that all members have been furnished the proposed amendments and written notice of the
date, time and location of the meeting at least thirty (30) days in advance of the meeting.
SECTION 3. Proposals for Amendments. Proposals for amendments to the Articles of
Incorporation or Bylaws may be made by any member, and shall be submitted in writing to the
President or Vice President. Proposals must be specific and complete, and must identify the language
to be changed and the proposed amending language. Within thirty days of receipt, the President shall
send proposals for amendments that have been properly prepared to the members as provided in
Sections 1 and 2 above.
ARTICLE VIII
Indemnification
SECTION 1. Definitions. As used in this Article VIII, any word or words that are defined in
Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as
amended from time to time, (the "Indemnification Section") shall have the same meaning as provided
in the Indemnification Section.
SECTION 2. Indemnification of Directors and Officers. The Corporation shall indemnify
and advance expenses to a director or officer of the Corporation in connection with a proceeding to
the fullest extent permitted by and in accordance with the Indemnification Section under State Law.
Copyright ©
November, 2005, Anne Arundel
Radio Club
Webmaster: Steve Kelly
Last Updated:
November 02, 2005
