2nd Revision
Southern Nye County
Amateur Radio Emergency
Service,
Inc.
9 January 2008
Southern Nye County Amateur Radio
Emergency Service, Inc.
Founded September 2001
Incorporated 31 January 2002
First By-Laws Ratified 16 May 2002
First Amended 1 April 2005
Affiliated Club of ARRL 25 July 2005
Second Amendment 9 January 2008
TABLE OF CONTENTS
HEADING _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ PAGE
ARTICLE I
GENERAL
SECTION 1.
NAME . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2.
PRINCIPAL OFFICE . . . . . . . .
. . . . . . . . . . . . . . . . . . . 1
SECTION 3.
OTHER OFFICES . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . 1
SECTION 4.
INCORPORATION . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . 1
SECTION 5.
AFFILIATION WITH ARRL . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
NONPROFIT PURPOSES
SECTION 1. IRC
SECTION 501(c)(3) PURPOSES . . . . . . . . . . . . . . . 2
SECTION 2.
SPECIFIC OBJECTIVES AND PURPOSE . . . . . . . . . . 2
ARTICLE III
MEMBERSHIP
SECTION 1.
CLASSES OF MEMBERSHIP . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2. DUES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . 2
SECTION 3.
NUMBER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . 2
SECTION 4.
MEMBERSHIP RECORDS . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 5.
NONLIABILITY OF MEMBERS . . . . . . . . . . . . . . . . . . . 3
SECTION 6.
NON-TRANSFERABILITY OF MEMBERSHIPS . . . . . 3
SECTION 7.
TERMINATION OF MEMBERSHIP . . . . . . . . . . . . . . . .3
SECTION 8.
MEMBERSHIP IN THIS CORPORATION . . . . . . . . . . 3
SECTION 9.
REIMBURSEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. 4
ARTICLE IV
MEETINGS OF MEMBERS
SECTION 1.
PLACE OF MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . .
. 4
SECTION 2. REGULAR
MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 3.
SPECIAL MEETINGS OF MEMBERS . . . . . . . . . . . . . 5
SECTION 4.
NOTICE OF MEETINGS . . . . . . . . . . . . . . . . . . . . . . . .
. 5
SECTION 5.
QUORUM FOR MEETING . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 6.
MAJORITY ACTION AS MEMBERSHIP ACTION . .
6
SECTION 7.
VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . 6
SECTION 8.
CONDUCT OF MEETINGS . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE V
DIRECTORS
SECTION 1.
NUMBER AND QUALIFICATIONS . . . . . . . . . . . . . . . . 6
SECTION 2.
POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . 7
SECTION 3.
DUTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . 7
SECTION 4. TERM
OF OFFICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 5.
COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. 8
SECTION 6.
PLACE OF MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . .
. 8
SECTION 7.
REGULAR BOARD MEETINGS . . . . . . . . . . . . . . . . . . 8
SECTION 8.
SPECIAL BOARD MEETINGS . . . . . . . . . . . . . . . . . . . . 8
SECTION 9.
NOTICE OF MEETINGS . . . . . . . . . . . . . . . . . . . . . . . .
. 8
SECTION 10.
QUORUM FOR MEETINGS . . . . . . . . . . . . . . . . . . . . . 9
SECTION 11.
MAJORITY ACTION AS BOARD ACTION . . . . . . . . 9
SECTION 12. CONDUCT
OF MEETINGS . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 13.
VACANCIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . 9
SECTION 14.
NONLIABILITY OF DIRECTORS . . . . . . . . . . . . . . . 10
SECTION 15.
INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 16.
INSURANCE FOR CORPORATE AGENTS . . . . . . . 10
ARTICLE VI
OFFICERS
SECTION 1.
DESIGNATION OF OFFICERS . . . . . . . . . . . . . . . . . . . 10
SECTION 2.
QUALIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.11
SECTION 3.
ELECTION AND TERM OF OFFICE . . . . . . . . . . . . . .11
SECTION 4.
REMOVAL AND RESIGNATION . . . . . . . . . . . . . . . . . 11
SECTION 5.
VACANCIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . 11
SECTION 6.
DUTIES OF PRESIDENT . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 7.
DUTIES OF VICE PRESIDENT . . . . . . . . . . . . . . . . . . . 12
SECTION 8.
DUTIES OF SECRETARY . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 9.
DUTIES OF TREASURER . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 10.
DUTIES OF EMERGENCY COORDINATOR . . . . . 13
SECTION 11.
DUTIES OF THE ASSISTANT EMERGENCY COORDINATOR . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 12.
DUTIES OF THE RACES OFFICER . . . . . . . . . . . . . 14
SECTION 13.
DUTIES OF THE RESIDENT AGENT . . . . . . . . . . . . 14
SECTION 14.
COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.14
ARTICLE VII
COMMITTEES
SECTION 1.
COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . 14
SECTION 2.
MEETINGS AND ACTION OF COMMITTEES . . . . . 15
ARTICLE VIII
EXECUTION OF INSTRUMENTS, DEPOSITS AND
FUNDS
SECTION 1.
EXECUTION OF INSTRUMENTS . . . . . . . . . . . . . . . . 15
SECTION 2.
CHECKS AND NOTES . . . . . . . . . . . . . . . . . . . . . . . . .
. 15
SECTION 3.
DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . 15
SECTION 4.
GIFTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . 16
SECTION 5. FUND
RASING, DONATIONS AND LOANS . . . . . . . . 16
ARTICLE IX
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1.
MAINTENANCE OF CORPORATE RECORDS . . . . . 16
SECTION 2.
CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . .
. 17
SECTION 3.
DIRECTORS INSPECTION RIGHTS . . . . . . . . . . . . . . 17
SECTION 4.
MEMBERS INSPECTION RIGHTS . . . . . . . . . . . . . . . .17
SECTION 5.
RIGHT TO COPY AND MAKE EXTRACTS . . . . . . . . 17
SECTION 6.
PERIODIC REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
ARTICLE X
IRC 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1.
LIMITATIONS ON ACTIVITIES . . . . . . . . . . . . . . . . . 18
SECTION 2.
PROHIBITION AGAINST PRIVATE INUREMENT . 18
SECTION 3. DISTRIBUTION
OF ASSETS . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.
PRIVATE FOUNDATION REQUIREMENTS AND RESTICTIONS . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE XI
AMENDMENTS OF BY-LAWS
. . . . . . . . . . . . . . . . . . . . . . .
19
ARTICLE XII
CONSTRUCTION AND TERMS
.
. . . . . . . . . . . . . . . . . . . . . .
19
FIRST APPROVAL
OF BY-LAWS
.
. . . . . . . . . . . . . . . . . . . . . .
20
FIRST REVISION
. . . . . . . . . . . . . . . . . . . . . . .
21
SECOND REVISION
. . . . . . . . . . . . . . . . . . . . . . .
22
The name of the
corporation shall be:
"Southern Nye County Amateur Radio Emergency Service, Inc." (SNCARES).
^The Amateur Radio Emergency Service & ARES are Registered ® names belonging to the Amateur Radio Relay League (ARRL®)1 ^and are used with their permission2.
The principal office of the corporation shall be in ^the Town of Pahrump2, Nye County, and State of Nevada.
The corporation
may also have offices at such other places, within or without its state of
incorporation, where it is qualified to do business, as its business and
activities may require,
and
as the board of directors may, from time to time, designate.
^This Corporation was incorporated in the State of Nevada, January 31 2002, under NRS 82 for Non Profit Corporations. Any portion of these By-Laws that are not in compliance thereof shall be changed and brought into compliance on the next revision after the discrepancy has been noted. In the mean time any portions of these by-laws are found not in compliance that portion shall be null and void and the NRS 82 shall prevail2.
^This Corporation was accepted by the Amateur Radio Relay League (ARRL), as an Affiliate Club July 25 2005 and will operate within the guidelines of the ARRL2
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such 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 code2.
The specific objectives and purposes of this corporation shall be as specified in the Articles of Incorporation and any amendments thereto. For convenience, these objectives and purposes are repeated here: ^The members of SNCARES are made up of volunteers who (1)2 Provide emergency backup communications to state, county, and local governments and to relief agencies. ^ (2) 2 Provide public service communications for various organizations. ^ (3) 2 Provide training for our members.
There shall be one class of member. No member shall hold more than one membership in the corporation. The only requirements for membership are (1) an Amateur Radio License issued by the Federal Communications Commission and (2) a sincere desire to serve
^There shall be no prohibition of membership due to race, sex, sexual orientation, political affiliation, religion or national origin2..
^Dues or assessments of Members shall be kept at a minimum and be set by Members at the Annual Meeting by a vote of the Membership. However, voluntary contributions are accepted at any time2.
There is no limit on the number of members the corporation may admit.
The corporation shall keep membership ^records2 containing the following information for each member: name, ^FCC-assigned call sign, and contact information, date of joining, date of termination and reason for termination. The records shall be updated as needed2. Such ^records2 shall be kept at the corporation's principal office.
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
No member may transfer a membership or any right arising there from. All rights of membership cease upon the member's ^resignation, termination or2 death.
The membership of a member shall terminate upon the occurrence of any of the following events:
(a) Upon his or her notice of ^relocation out of area of operation or2 resignation delivered to the President
or Secretary of the corporation personally or by mail, such membership to
terminate upon the date of delivery of the notice or date of deposit in the
mail.
.
(b) After providing the member with reasonable
written notice and an opportunity to be heard either orally or in writing, upon
a determination by a vote of the Membership that the member has violated the
Amateur's Code of Conduct or has engaged in conduct materially and seriously
prejudicial to the interests or purposes of the corporation
(c) Nonpayment of dues if set..
All rights of a
member in the corporation shall cease on termination of membership as herein
provided.
^Membership in this corporation shall be made by completing a registration form and paying appropriate dues by any person holding a current FCC issued Amateur Radio Operator license and having residence within the operating area of this corporation2.
The Registration Form, when completed, will be submitted to the Secretary. In the case of any registrant whose character, reputation or conduct might make him/her an undesirable member, the Secretary shall refer the registration to the Board of Directors for review; in all other cases, the Secretary shall have the authority to grant membership. The Secretary shall verify the status of the registrant’s license through the Uniform Licensing System2.
This is a Corporation of volunteers giving of their time and equipment for Community activities and Emergency Service. This means there are a few commitments for membership2:
(a) Attending meetings on a regular basis (at least 4 per year)(or submit reason for their absence) 2.
(b) Maintain a minimum of required Training Courses. (Most done on own time) 2.
(c). Participate in some of the functions that come up. (These are “Drills” and Community events which provide training) 2.
(d)> Participate in various Radio Nets for information on what is happening. (At least once per month)(or have a good reason for not participating) 2.
(e) Keep in touch with the Officers of this Corporation as to your status, so that you are kept informed of meetings, drills and events2.
^Any member
wishing to be reimbursed for expenditures on behalf of the corporation will
need prior approval of the general membership at a regular scheduled meeting.
In case of a time sensitive issue, the President of the Corporation should be
notified to make a determination. To be reimbursed the member must turn the
receipt over to the Treasurer and the receipt shall be signed by the member2.
Meetings of members shall be held at the principal office of the corporation or at such other place or places as may be designated from time to time by resolution of the Board of Directors.
^The2 Annual1 meeting of members shall be held at the regular1 November meeting1, for the purpose of electing directors and officers and transacting other business as may come before the meeting. Each Member shall cast one vote for each office,1 with voting being by ballot or show of hands1.
.
Other regular meetings of the members shall be held at a day and time determined by the Board of Directors, which may be changed from time to time1.
If the day fixed for a regular meeting falls on a legal holiday, the Board of Directors shall determine the time and place of the meeting.
Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board, or the President of the corporation, by any five (5) Members, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.
For regular meetings no notice shall be required unless the place and/or time are not as usual or unless elections are to be held or bylaws are to be considered and voted. For special meetings, notice is required stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called. Any required notice shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by postal mail, by or at the direction of the President, the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If by postal mail, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone, Amateur Radio, electronic mail (e-mail) or by facsimile machine, provided however, in the case of e-mail or facsimile notification, the member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first e-mail or facsimile transmission.
Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice
A quorum shall consist of ^twenty2 percent of the Members of the corporation, ^and2 shall include at least two Board Members.
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.
Every act or decision done or made by a majority of Members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.
Each Member is entitled to one vote on each matter submitted to a vote by the members at duly held meetings. Voting on elections and bylaws changes shall be by written ballot. Other voting shall be by voice vote; however, on the request of one Member, a vote shall be by written ballot.
A Member may vote in person or by written proxy. A proxy must bear the signature of the Member, and it must indicate the vote being cast by the Member and which other Member will cast the vote indicated by the proxy. A proxy may be transmitted by hand-delivery, postal mail or facsimile.
Meetings of members shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in his or her absence, by the Secretary, or in his or her absence, by the Treasurer. If none of the officers present wishes to conduct the meeting, the emergency Coordinator may chair the meeting with the approval of the members present.
The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
^The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern this corporation in all cases to which they are applicable and in which they are not inconsistent with the by-laws and any Special Rules of Order the corporation may adopt.2
The Board of Directors shall be ^a minimum of1 five (5) ^Directors2 in number and shall consist of the President, the Vice-President, the Secretary and the Treasurer of the Corporation, plus the Emergency Coordinator (EC) (as appointed by Section Emergency Coordinator of the American Radio Relay League), the RACES Officer (RO) (as appointed by the RACES Coordinator of the state of Nevada) and the Resident Agent (as recorded by the Nevada Secretary of State) 1. ^Any Board of Directors member may hold up to two (2) positions, as long as the minimum of five (5) is maintained2.
The President shall be the Chair of the Board, and the Vice-President shall be the Vice-Chair.
In the event that an individual is on the Board in more than one capacity, that person will have only one vote; in addition, another Member shall be elected to the Board if needed to maintain the minimum of1 five (5) Board members.
Directors shall be of the age of majority in Nevada ^and be members of ARRL2.
Subject to the provisions of the laws of Nevada and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all agents and employees of the corporation;
(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
The Emergency Coordinator (EC), RACES Officer (RO) and Registered Agent shall remain on the Board as long as they remain the Emergency Coordinator, RACES Officer and Registered Agent. The other Board members shall hold office for one (1) year or until his or her successor is elected and qualifies.
Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
Meetings of the Directors shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.
SECTION 8. ^SPECIAL2
BOARD MEETINGS
Meetings of the Board of Directors may be called by the Chairperson of the Board, or by any two directors. The only topics which can be acted upon are those specified in the call for the meeting. Meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the meeting.
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
(a) “DELETED”
(b) Meetings. At least one week prior notice shall be given by the
Secretary of the corporation to each director of each special meeting of the
board. Such notice may be oral or written, may be given personally or by first
class mail, and shall state the place, date and time of the meeting and the
matters proposed to be acted upon at the meeting. If by postal mail, such
notice shall be deemed to be delivered when deposited in the
(c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of Nevada, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
A quorum shall consist of a majority of the members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board 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.
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by such rules as may be approved from time to time by the Board of Directors, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
Members may attend meetings of the Board of Directors as observers. However, the Board may hold closed meetings when discussing personnel matters.
^The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern this corporation in all cases to which they are applicable and in which they are not inconsistent with the by-laws and any Special Rules of Order the corporation may adopt.2
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs. ^If in spite of the foregoing no member of the Board of Directors remains in office, then any one Member of the Corporation may call a meeting of all Members for the sole purpose of electing a new Board of Directors2.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of Nevada.
Unless otherwise
prohibited by the Articles of Incorporation, these Bylaws or provisions of law,
vacancies on the board may be filled by approval of the board of directors. If
the number of directors then in office is less than a quorum, a vacancy on the
board may be filled by approval of a majority of the directors then in office
or by a sole remaining director. A person appointed to fill a vacancy on the
board shall hold office until the next election of the Board of Directors or
until his or her death, resignation or removal from office.
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of Nevada.
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
The President, Vice President, Secretary and Treasurer shall be elected by the Members for one (1) year terms. ^The Emergency Coordinator, RACES Officer and Resident Agent shall remain on the Board until replaced by proper authority1.
The Board of Directors, at their discretion, may appoint one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.
SECTION
2. QUALIFICATIONS
Any Member in good standing, ^a member of ARRL2 and of the age of majority in Nevada may serve as officer of this corporation.
Each officer shall hold office beginning on January first of the year following his or her election until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and seated, whichever occurs first.
The membership may remove any elected officer, either with or without cause, at any time by vote of a majority of the members at a meeting, for which notice has been given about the removal vote.
Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
If the position of Emergency Coordinator ^or RACES Officer is vacant, the Acting Emergency Coordinator or RACES Officer shall sit on the board1. ^If the position of Resident Agent is vacant, the Board shall appoint a new Resident Agent and file the necessary paperwork with the Nevada Secretary of State2.
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any elected officer shall be filled by appointment by the Board of Directors.
Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
The President
shall be the chief executive officer of the corporation and shall, subject to
the control of the Board of Directors, supervise and control the affairs of the
corporation and the activities of the officers. He or she shall perform all
duties incident to his or her office and such other duties as may be required
by law, by the Articles of Incorporation, or by these
Bylaws, or which may be prescribed from time to time by the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine, a record2 of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
^Receive all member registration forms for processing, filing and approval2.
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
^Keep the
membership records at the principle office of the Corporation2.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership ^records2, and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the financial records to any director of the corporation, or to his or her agent or attorney, on request therefore.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
The Emergency
Coordinator shall:
Attend all meetings
of the Board of Directors.
Coordinate with
Nevada ARES® Section Manager & Southern District Emergency
Coordinator.
During emergency
operations, be in charge of the emergency operation ^in coordination with
the RACES Officer1.
Designate one of the
Assistant Emergency Coordinators to act in his or her stead when the Emergency
Coordinator is absent.
In the absence of
the Emergency Coordinator, the Designated Assistant Emergency Coordinator shall
act as the Emergency Coordinator.
The RACES Officer
shall:
Attend all meetings
of the Board of Directors.
Coordinate with
RACES Managers as needed.
During emergency
operations, be in charge of the emergency operation in coordination with the
Emergency Coordinator.
The Resident Agent
shall:
Attend all meetings
of the Board of Directors.
Receive all
correspondence from the Nevada Secretary of State and act as agent of record.
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.
The Board of Directors shall appoint an Audit Committee. This committee shall be composed of Members who are not on the Board of Directors. This committee shall audit the records of the Corporation annually.
In addition, the corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisi