BYLAWS OF THE
FORT HERKIMER AMATEUR
RADIO ASSOCIATION INC.
This Charitable Not-for-Profit Corporation shall be known as the Fort Herkimer Amateur Radio Association, Inc.
(1) The purposes of the Not-for-Profit Corporation shall be, charitable, and educational in nature.
(2) It shall be the purpose of this Corporation to provide education and training to all interested persons and the general public in the theory and practice of amateur radio; to teach classes regarding the scientific progress and practice of radio communications; to train individuals to develop skills in the construction and operation of radio equipment; to encourage experimentation in telecommunications and electronics, and to promote the highest standards of professionalism and ethics.
(3) The Corporation shall educate and train a core of highly skilled volunteer individuals available for public service by providing emergency radio and digital communications to assist all members of our community and government agencies in the event of a catastrophic breakdown of normal lines of communications caused by any type of disaster, thereby lessening the burdens placed upon government agencies.
(4) The Fort Herkimer Amateur Radio Association Inc. shall make disaster preparedness presentations to the general public, teach classes to the public focusing on Amateur Radio theory and emergency planning; procure, own, and maintain such radio equipment, antennas, repeaters and other equipment necessary to carry out its mission of providing emergency communications during a disaster for the benefit of the general public; engage in amateur radio emergency preparedness activities; provide volunteer radio communications for public events such as parades, and organized distance running races; operate an amateur radio station, publish public interest news and information about amateur radio, provide public service to the community, and engage in any lawful activity consistent with the furtherance of the purposes herein set forth.
All persons interested in amateur radio shall be eligible for membership. It is strongly encouraged that members either are or wish to become licensed Amateur Radio Operators under FCC Part 97 and the various classes thereunder being that at the time of adoption of this document the classes are as follows: “Technician, General, and Amateur Extra Class Operators.”
The bylaws shall establish the classes of membership.
Section I Classes of membership –
The membership of this Association shall consist of two classes:
a. Full members.
b. Honorary life members
Section II. Membership dues
a. Membership fees shall be set by the Board of Directors.
b. At the direction of the Board of Directors, the Treasurer shall notify members when they are in arrears in dues and in jeopardy of being dropped from the membership roll.
Members who fail to pay dues shall be subject to removal from the membership rolls of the Association.
Members whose dues have lapsed may be reinstated upon payment of dues for the current year.
Honorary life membership may be conferred upon any person who has rendered distinguished service to this Association and whom its members wish to honor.
Dues are payable at start of Association year beginning January 1st of each succeeding year.
Section I. Annual business meetings –
An annual business meeting shall be held the Second Wednesday of each November and this shall be the meeting at which officers and Directors of the Association shall be elected.
Section II. Regular meetings –
The regular meetings shall be held on the Second Wednesday of each month, or as close thereto as holidays, the availability of meeting facilities, and the scheduling of appropriate programs will permit.
Section III. Special meetings –
Special meetings may be called by the President or upon written request of one-fifth of the membership of the Association. Only such business as is designated in the notice shall be considered at the meeting.
Section IV. Notices –
Notices of Special meetings shall be announced on the Monday Evening ARES/RACES Net to be held commencing at 7:00 P.M. to the members giving the place, date and time of said meeting. Notice of said meeting may also be given via email, text, or other electronic means and shall be given at least one week before said Special Meeting.
Section V. Voting body –
The voting body shall consist of the members of the Incorporated Association.
Section VI. Quorum –
At all regular meetings, Special Meetings and the annual business meeting, a quorum shall consist of not less than the members entitled to cast 100 votes, or one-tenth of the total number of votes entitled to be cast, whichever is lesser. And such number shall constitute a quorum for the transaction of any specified item of business.
Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.
Association fiscal year shall be from January 1st of each year to December 31st of that year.
Section I. Officers –
The officers of this Association shall be:
b. Vice President
All of officers shall be elected as herein provided. All Officers of the Fort Herkimer Amateur Radio Association will serve without compensation.
Section II. Duties –
The duties and powers of the officers shall be such as implied by their respective titles, more specifically as follows:
a. President –
The President shall preside at the meetings of the Association and of the Board of Directors, and shall be an ex officio member of all committees and have general supervision of the affairs of the Association.
b. Vice President –
In the absence of the President, for any cause whatsoever, the Vice President shall automatically assume the responsibilities of the President, or shall perform such duties as may be delegated by the President.
c. Secretary –
The Secretary shall:
i. Present all applications for membership.
ii. In conjunction with the Treasurer, keep an accurate list of the membership of the Association with the address of each member.
iii. Remove from the list all delinquent members.
iv. Notify all applicants for membership of their election or rejection.
v. Carry on the general correspondence of the Association.
vi. Keep the minutes of all meetings of the Association and the Board of Directors.
vii. Present a written report at the annual business meeting.
viii. The Secretary shall keep and maintain the minutes of each membership meeting and the minutes of all Board of Directors meetings. Further the Secretary shall be responsible for keeping the Official Corporate Books containing the filed Certificate of Incorporation, the Associations’ adopted By-laws, and any amendments thereto. Copies of all grant, donation, tax records, and such other records as are required by law to be kept for audit and public inspection.
viv In the absence of the President and the Vice President, the Secretary shall automatically assume responsibility of the President; or shall perform such duties as may be delegated by the President.
d. Treasurer –
The Treasurer shall:
i. Collect all dues.
ii. Pay all bills after proper authorization by the Board of Directors.
iii. Keep a record of all funds received and expended.
iv. Prepare and timely file all New York State and Federal tax forms to include Form 990 making sure to file before any deadlines. Said Tax forms shall be sent to the appropriate taxing authorities Certified Mail Return Receipt Requested. Detailed copies and records of each form and proof of filing so filed must be kept and maintained by the Treasurer and copies submitted to each Officer and the Association’s Secretary to include in the Not for Profit’s Corporate Books and records.
v. Give a financial report at each Board of Director’s meeting if requested.
vi. Submit an itemized statement and all books for auditing at the annual business meetings.
vii. At the expiration of his term, turn over all Association records to his successor.
viii. In the absence of the President, the vice-president and Secretary, the Treasurer shall automatically assume responsibility of the President, or shall perform such duties as may be delegated by the President.
viv. In conjunction with the Secretary, the Treasurer shall maintain a list of Members by name and address.
e. General information relative to Officers
x. Any member of the Fort Herkimer Amateur Radio Association Inc. may serve as an officer provided that they are a member in good standing, and that they are a licensed amateur radio operator as defined in Part 97 of the F.C.C. laws.
xi. Officers of the Fort Herkimer Amateur Radio Association Inc. shall be elected after receiving the votes of a majority of those members present at the annual business meeting provided that a quorum is in place.
xii. Each officer shall serve a term of one (1) year running from January 1st to December 31st. an officer can serve in consecutive terms if properly nominated and reelected by a majority of members voting at the annual business meeting.
xiii. Any vacancy caused by the death, resignation, removal, disqualification or otherwise of any officer shall be filled by the Board of Directors for the remainder of the term.
Section III. Removal of Officers –
Officers may be removed only by a vote of three-fourths of the members present at a regular meeting of the Association.
Board of Directors
Section I. Number of Directors –
The Board of Directors shall be comprised of five members, initially; the Board of Directors shall be comprised of the four elected officers of the Association named in Section I of Article III of these bylaws; and an at large member of the Association. Thereafter, the Board of directors shall be elected at the annual business meeting. It is Preferable that Members of the Board of Directors are members in good standing of the Fort Herkimer Amateur Radio Association and Licensed Amateur Radio Operators under Part 97 of the F.C.C. Rules.
Section II. Candidates –
Candidates for office may be nominated by petitions signed by five or more members provided that such petitions are filed with the Secretary before balloting starts at the annual business meeting. In addition, the Board of Directors shall appoint a nominating committee who shall nominate one candidate for each office.
Section III. Term of Office –
All Directors shall be elected by ballot at the annual business meeting, provided there is a quorum, and shall continue in office for one year to coincide with the Association year, as defined in Article II, Section VII, or until such time as they may be replaced by duly elected successors.
Section IV. Vacancies –
Vacancies occurring between the elections shall be filled by special ballot at the first regular meeting following the official announcement of such vacancy.
Section V. Powers –
The Board of Directors shall have power to:
a. Manage the affairs of the Association to plan and promote measures for its growth.
b. Transact the business of the Association in the interim between meetings and report the same at the next meeting.
c. Provide for the auditing of the Treasurer’s books.
d. Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws.
e. Supervise all officers, agents and members of the Corporation to assure that their duties are properly performed.
f. Meet at such times and places required by these bylaws.
g. Register their addresses with the Secretary of the Corporation and notices of meetings shall be e-mailed to them.
h. Directors shall serve without compensation.
i. The Directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.
Section VI. Meetings –
Meetings of the Board of Directors shall be held as often as required, at the discretion of the Board.
Section VIII. Quorum –
Three members of the Board of Directors shall constitute a quorum at all meetings thereof.
The Board of Directors shall establish and shall be responsible for the performance of such standing committees as are deemed necessary for the proper operation of the Association. They shall normally include:
a. Special Program Committee.
b. Interference Committee
c. Public Education Committee.
d. Public Relations Committee.
e. Repeater Committee
f. Amateur Radio Emergency Service (ARES) Radio Amateur Civil Emergency Service (RACES)
g. Field Day Committee.
h. Skywarn Committee
I. Elmer Committee
Section II. Duties –
Their duties shall be recorded as follows:
a. The duties of any special committee shall be recorded in the minutes of the Board of Directors at the time of appointment.
Section III. Membership of Committees
a. Membership of each committee shall consist of one or more full members of the Association.
b. The President shall appoint the Chairman of each committee.
Order of Business
The order of business at a regular Fort Herkimer Amateur Radio Association Inc. meeting shall be at the discretion of the President and shall normally be as follows:
a. Call to Order
b. Pledge of Allegiance
c. Roll Call (which shall normally be taken in writing).
d. Reading of Minutes by Secretary.
e. Treasurer’s report
f. Committee Reports
g. Such other reports by the Treasurer, the Board of Directors, or the Committees as may be deemed necessary or appropriate.
h. Old Business.
i. New Business.
j. ARES/RACES Report
The order of business at the Annual business meeting before the Directors shall be:
a. Call to order.
b. Roll call (which shall normally be taken in writing)
c. Reading of Minutes
d. Annual Report of Secretary.
e. Annual Report of Treasurer.
f. Annual Reports of Standing Committees.
h. Election of Officers.
The rules of parliamentary procedure contained in Robert’s Rules of Order shall be the authority of all meetings of this Association and of the Board of Directors, subject to any special rules which may be adopted at the time.
The fiscal year shall be from January 1st to December 31st of the year.
IRC 501(c) (3) TAX EXEMPT PROVISIONS
Section I. Limitation on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Not with standing any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed exclusively for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. It is preferable to distribute any remaining assets to an Amateur Radio 501 (c) (3) Not-for-Profit Corporation that has a similar purpose and is located in a County adjacent to Herkimer County, State of New York. If this is not possible for any reason, the remaining assets shall be distributed to the federal government or to a state or local government for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this State.
Section 4. Private Foundation Requirements and Restrictions
In any taxable year in which this corporation is a private foundation as described in section 509(a) of the Internal Revenue Code, the corporation (1) shall distribute its income for said. At such time and manner is not subject it to tax under section 4942 of the Internal Revenue Code; (2) shall not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code; (3) shall not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code; (4) shall not make any investments in such manner as to subject the corporation to tax under section 4944 of the Internal Revenue Code; and (5) shall not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code.
CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES
Section 1. Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or any ”disqualified person” as defined in section 4958(f)(1) of the Internal Revenue Code and is amplified by section 53.4958 – 3 of the IRS regulations and which might result in a possible “excess benefit transaction” as defined in section 4958(c)(1)(A) of the Internal Revenue Code and is amplified by section 53.4958 of the IRS regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
a. Interested person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a “disqualified person” as defined in section 4958(f)(1) of the Internal Revenue Code and is amplified by section 53.4958-3 of the IRS regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
1. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement;
2. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Conflict of Interest Avoidance Procedures
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
b. Determining whether a Conflict of Interest Exists. After disclosure of the financial interest in all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and they vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe the member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and for the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigations is warranted by the circumstances, the governing board or committee determines the members failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Board and Board Committee Proceedings
The minutes of meetings of the governing board and all committees with board delegated powers shall contain:
a. the names of the person who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether the conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation Approval Policies
In Keeping with its charitable and educational Not-for -Profit purposes, The Fort Herkimer Amateur Radio Association, Inc. as outlined in these bylaws does not allow for compensation of any kind or type, financial or otherwise, to any Directors of the Corporation. Further, these bylaws do not allow for any compensation of any kind or type, financial or otherwise, to any officers of the corporation. Finally, the Fort Herkimer Amateur Radio Association does not allow for compensation of any kind or type, financial or otherwise, to any voting members of the not-for-profit corporation. Any violation of these policies may subject the offending party to expulsion from the Fort Herkimer Amateur Radio Association Inc. at the discretion of the Board of Directors. The only exception to the above is reimbursement for personal monies expended for the Corporation’s Business on behalf of the Corporation and only with the approval of the Board of Directors.
Section 6. Annual Statements
Each director, principal officer, and member of the committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy;
b. Has read and understand the policy;
c. Has agreed to comply with the policy; and
d. Understands the corporation is charitable, and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
Section 7. Periodic Reviews
To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic review shall at a minimum include the following subjects:
a. Whether compensation arrangements and benefits are reasonable based on competent survey information and the result of arm’s-length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
Section 8. Use of outside Experts
When conducting the periodic reviews as provided for in section 7, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
The Directors, Officers, and membership of the Fort Herkimer Amateur Radio Association Inc. shall strive to maintain the highest ethical, and moral, and legal, standards in all of their dealings. Consonant with this policy, we hereby establish a provision in these Bylaws to indicate that any person, member, officer or director shall not be the subject of punitive actions, of any kind or type, for making a report of any possible, or suspected wrongdoing on the part of any director, officer, member or other person(s) in connection with such alleged, possible, or suspected, wrongdoing. All such allegations shall immediately be brought to the attention of the Officers and the Board of Directors, whereupon a fact-finding hearing regarding the alleged wrongdoing shall commence immediately, with the purpose of ascertaining the facts and, if the allegations are borne out, taking all legal corrective action(s) against the alleged wrong doer(s). If a complaint is filed against an Officer or member of the Board of Directors, that Officer or Director shall be excluded from any fact-finding inquiry by the remaining members of the Board of Directors and the Officers of the Not-for-Profit Corporation. We hereby establish this whistleblower provision to encourage the reporting of any wrongdoing on the part of any directors, officers, or members of the Fort Herkimer Amateur Radio Association Inc.; And to promote the practice of the highest ethical and moral standards in all of our dealings. Further, we intend this whistleblower provision to protect any person making such a report from any type of punitive action to include expulsion from the organization or any other punitive action taken to punish the person or persons who reported the alleged wrongdoing.
AMENDMENT OF BYLAWS
Section 1. Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.
CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding. All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, amendment of the certificate of corporation, or other founding document of this corporation filed with an office of this State and used to establish the legal existence of this corporation.
All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ADOPTION OF BYLAWS
We, the undersigned, are all the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of 18 preceding pages, as the bylaws of this corporation.
Approval of Purposes Clause and Dissolution Clause
By two (2) Initial Officers of the Fort Herkimer Amateur Radio
Alan Nicolette-President of Fort Herkimer Amateur Radio Association, Inc.
Ray Thibodeau-Secretary of Fort Herkimer Amateur Radio Association, Inc.