REVISED AND RESTATED CONSTITUTION AND BY-LAWS
We, the under signed members of the Executive Board of The Daytona Beach Amateur Radio Association, Inc., wishing to secure ourselves the pleasures and benefits of the association of persons commonly interested in Amateur Radio, do hereby constitute ourselves the Daytona Beach Amateur Radio Association, Inc., and do enact this revised and restated Constitution and By-Laws as our governing law.
TERMS AND DEFINITIONS
As used in this document and other official documents, correspondence and communications of the Daytona Beach Amateur Radio Association, the following terms and definitions shall apply:
ARTICLE I – NAME AND PURPOSE
This Association shall be known as The Daytona Beach Amateur Radio Association, Inc.
ARTICLE II – MEMBERSHIP
The membership of the Association shall consist of those persons who have a bona-fide interest in Amateur Radio and who have filed an application with the Association Treasurer and has submitted membership dues. Proposed membership shall be submitted to a vote of the Association Members present at the next regularly scheduled meeting. In the event an application for membership and appropriate dues are submitted during a meeting, a vote may be called at that meeting. The classes of membership and membership dues are delineated in the By-Laws.
ARTICLE III – OFFICERS, DIRECTORS, and EXECUTIVE BOARD
1. The Officers of this Association shall be: a President, a Vice President, a Secretary and a Treasurer.
a. Officers of the Association shall serve a term of one (1) calendar year from January 1 through and including December 31.
One Half of the Director Positions will be elected during alternating years. If there are an odd number of directors specified in the by-laws, the greater number of Directors shall be elected in the odd numbered years.
The Executive Board shall consist of the Officers and Directors of the Association.
ARTICLE IV – MEETINGS
Annual Corporation Meeting – The Association shall hold an Annual Corporation Meeting every November a time and place to be designated by the Executive Board. The purpose of the meeting shall be the election of Officers of the Association and the consideration of such other matters as may be necessary or proper for the conduct of the Association. In the event the Annual Corporation cannot be held during the month of November due to circumstances beyond the control of the Executive Board, the meeting shall be rescheduled as soon as practicable thereafter.
Regular Meeting – The Association shall schedule a Regular Monthly Meeting every month of the calendar year, except December, at a time and place to be designated by the Executive Board, and advertised appropriately to the full membership. The Executive Board may change or cancel the regular meeting place and time, or schedule special meetings upon notice to all members at least five (5) days in advance of the meeting.
Special Meeting – Special Meetings may be held when necessary, at a time and place to be designated by the Executive Board, and advertised appropriately to the full membership.
Executive Board Meeting – The Executive Board shall meet at least quarterly, at a time and place to be designated by the Executive Board and advertised appropriately to the full membership.
Other meetings of the Association – may be held throughout the year, the date, time, and place to be designated by the Executive Board, and advertised appropriately to the full membership.
The Rules and proceedings of all meetings of this Association shall be in the spirit of Roberts Rules of Order, Revised; so far as applicable and when not inconsistent with the Constitution and By-Laws of the Association.
ARTICLE V – AMENDMENTS
The Constitution may be amended and revised by a two-thirds affirmative vote of the members present at a regular or special meeting, specific written notice of which has been given in advance thereof to all voting members by one or more of the method delineated in the Association By-Laws. Proxy or absentee votes shall be provided to voting members by request provided said request is received by the Secretary no less than 10 calendar days before the scheduled vote.
ARTICLE VI – DURATION
The duration of this corporation shall be perpetual
ARTICLE VII – DISSOLUTION & DEDICATION AND DISTRIBUTION OF ASSETS
The property of this corporation is irrevocably dedicated to the educational and scientific purpose and no part of its net income or assets shall ever insure the benefit of any one director, officer, or member thereof or to the benefit of any private individual. The Corporation may only be dissolved by a unanimous decision of the Corporate’s Board of Directors and with two-thirds affirmative vote of the eligible membership of the Corporation attending the properly scheduled business meeting and via supplied written ballot in their absence when requested. Upon the dissolution of this corporation, it’s assets remaining after the payment of , or provision for the payment of, all debts and liabilities shall be distributed to the American Radio Relay League, Inc. if it is then in existence and exempt under Section 501(c)(3) of the Internal Revenue Code; but if it is not in existence or exempt, another organization which is organized and operated exclusively for educational and scientific purposes and which has tax exempt status under Section 501(c)(3) of the Internal Revenue Code shall be selected by the Executive Board.
ARTICLE VIII – MANAGEMENT
The affairs of this corporation shall be managed by the following officers: The President, The Vice-President, The Secretary, and The Treasurer and the Directors duly elected by the members at the Annual Corporation Meeting. This corporation shall have a minimum of three directors. The number of directors may be increased from time to time by a by-laws revision adopted by the members of the association. Officers and Directors must be currently licensed radio amateurs and paid members of the association in good standing.
ARTICLE IX – OTHER AMENDMENTS
The By-Laws of the corporation shall be made, amended, altered and rescinded in the following manner: Proposals for any addition or change thereof shall be submitted in a format specified, to the membership at least 30 days prior to vote at a regular meeting, and will be passed by a two-thirds affirmative vote of the members present, provided that eligible members have been notified of the intent and amend the By-Laws at a specified meeting. Proxy votes or absentee ballots shall be made available to members wishing to vote in absentia upon a request submitted to the Secretary and received no less than 10 calendar days before the scheduled vote.
ARTICLE X – BY-LAWS
The Association shall adopt by-laws for the benefit of the Association.
The requirements and qualifications for the membership in this Association, the classes of membership, if any, the voting and other rights of members, the amount of dues payable, the number of directors and officers by method of their election and other details in the internal operation of this association shall be as set forth in the By-Laws