NORTHEAST WYOMING AMATEUR RADIO ASSOCIATION, INC.
Adopted: 4/8/06
Amended 1/10/2015
Amended 2/3/2023
BYLAWS
ARTICLE I
NAME and LOCATION
1.1 The name of the Corporation shall be the Northeast Wyoming Amateur Radio Association, Incorporated.
1.2 The principal office for the Corporation shall be in Gillette, Wyoming.
ARTICLE II
PURPOSE
2.1 The purpose of the Northeast Wyoming Amateur Radio Association, Incorporated is to advance the general interest of amateur radio in the communities located in northeastern Wyoming and to provide an alternate communication system in time of emergency or disaster.
ARTICLE III
MEMBERSHIP
3.1 Membership in the Northeast Wyoming Amateur Radio Association, Incorporated is open to all interested individuals who meet requirements determined by the Corporation. Membership status is based upon the following categories:
3.1.1 Full membership is open to individuals who are licensed, amateur radio operators. A full membership includes voting privileges and the right to hold elected office.
3.1.2 Associated membership is open to anyone with an interest in amateur radio, but who is not a licensed, amateur radio operator. An associate member may not vote or hold office.
3.1.3 Student membership is open to any full or part-time student with an interest in amateur radio. A student member may not vote or hold office, unless that member is a licensed, amateur radio operator and has paid dues for the calendar year.
3.1.4 Family membership is open to any family member of an individual holding full, associate or student membership status. Family members may not vote or hold office, unless a family member is a licensed, amateur radio operator and has paid family membership dues for the calendar year.
3.2 Annual membership dues are determined by the Board of Directors.
3.3 A membership term consists of one twelve (12) month period beginning February 1 and ending on January 31.
3.4 Voting privileges and the right to hold office are restricted to only those members who are licensed, amateur radio operators and who have paid their dues in full for the calendar year.
ARTICLE IV
BOARD OF DIRECTORS
4.1 The number of Directors constituting the Board of Directors of the Corporation shall consist of no less than three or more than seven.
4.2 All members of the Board of Directors shall be elected by the Corporation’s members.
4.3 A board of Director’s term shall consist of two years and begins on February 1st unless appointed to complete an unexpired term.
4.4 All members of the Board of Directors shall hold full membership status. Directors shall be a resident of the three counties serviced by North East Wyoming Amateur Radio Association. Should a Director become ineligible during that Director’s term of office, or otherwise leave office, the Board of Directors shall declare a vacancy. Members of the Corporation shall elect a new Director to serve the remainder of the unexpired term.
4.5 Any Director desiring to resign from the Board of Directors shall submit a written letter of resignation to the Board President.
ARTICLE V
MEETINGS
5.1 All meetings of the Corporation shall be open to the public.
5.2 Attendance at, and proceedings of all meetings, shall be documented. Copies of minutes shall be distributed to each Director of the Board of Directors within ten (10) working days following the meeting.
5.3 An annual meeting shall be held during the month of January.
5.4 The Board of Directors shall meet at least quarterly during the year, or more frequently as deemed necessary. Regular monthly meetings of the club which have a quorum of Board members in attendance may be considered to be Board meetings.
5.5 Each Director serving on the Board of Directors shall have one vote, except where a conflict of interest prohibits that Director from voting on a particular item of business. Should the Board be meeting as part of a monthly meeting, a simple majority vote of the membership present shall constitute official action.
5.6 The presence of at least fifty percent (50%) of the Board of Directors shall be required to conduct business. The Chairman shall not vote except in cases of a tie.
5.7 Board meetings may be in-person or conducted virtually. Any club member may attend board meetings.
5.8 If a Director disagrees with any decision made by the majority of the Board of Directors, and wishes to act contrary to that decision, it shall be the duty of the Director to inform the Board of Directors that his/her action is in opposition to the Board of Directors’ wishes and any subsequent action(s) taken by that Director is on behalf of that individual only.
ARTICLE VI
OFFICERS
6.1 Directors for the Board of Directors shall be elected at the annual meeting by members of the Corporation. A term of elected office is listed in article 6.6. Directors may be re-elected for additional terms of office.
6.2 Officer positions on the Board of Directors shall consist of the Chairman, Vice Chairman, Secretary, Treasurer and one Member-At-Large. Only voting members are eligible to hold office.
6.3 Officers shall be elected by the Board of Directors annually.
6.4 Officer vacancies shall be filled by a majority vote of the members of the Corporation in attendance at the next meeting. The new officer shall serve the remainder of the unexpired term.
6.5 Officers may be removed from their elected office for failure to appropriately carry out the duties of the office. Removal from office shall require two-thirds (2/3) vote of members of the Corporation present at the meeting.
6.6 The Corporation defines the duties for each office as follows:
6.6.1 Chairman
- preside at all meetings;
- establish meeting agendas;
- schedule meetings;
- establish committees and appoint a committee chairperson;
- sign documents in the name of the Corporation; and
- officially represent the Corporation in all matters or designate an alternate.
6.6.2 Vice Chairman
- act in the absence of the Chairman;
- serve as Chairman until the Directors select a new Chairman in the event of resignation, incapacity or death; and,
- perform other duties as assigned by the Chairman.
6.6.3 Secretary
- record the business of each meeting and provide a copy to each member;
- handle routine correspondence for the Corporation; and,
- maintain the Corporation’s documents.
6.6.4 Treasurer
- maintain an accurate accounting of the Corporation’s assets;
- perform fiscal duties required by the Corporation; and
- schedule and participate in the annual fiscal review.
6.6.5 Member-At-Large
- represent the interests of the association’s membership
- other duties as assigned by the Chairman.
6.6.6 Combined Secretary and Treasurer Offices
a) The offices of Secretary and Treasurer may be combined with one
Director elected to perform the tasks of both offices.
ARTICLE VII
COMMITTEES
7.1 The Chairman shall establish committees, as needed, to accomplish the Corporation’s mission and purpose. A Committee chairperson shall be a voting member of the Corporation.
7.2 Committee chairpersons may appoint individuals other than members, who have an interest in the Corporation’s mission and purpose and who wish to participate.
7.3 Written minutes and/or oral reporting of all committee meetings shall occur at the next scheduled Board of Directors meeting.
ARTICLE VIII
FISCAL MANAGEMENT
8.1 The fiscal year of the Corporation is designated as February 1 through January 31 of each year.
8.2 At the close of each fiscal year, the books and records of the Corporation shall be reviewed.
8.3 The Board of Directors shall have the responsibility of approving all contracts. The Board of Directors may authorize the Chairman to approve contracts within financial limits established by a majority vote at any duly called Board of Directors meeting.
8.4 The Corporation shall keep an accurate and complete set of books and records of accounts, according to generally accepted accounting principles for private, nonprofit corporations. Upon request, all books and records of the Corporation may be inspected at any reasonable time by members of the Corporation and the public at large.
ARTICLE IX
NON-DISCRIMINATION
9.1 Membership in the Corporation and all services provided by the Corporation’s members shall be without regard to race, color, religion, sex, national origin, disability, age, veteran status, sexual orientation or political belief.
ARTICLE X
CONFLICT OF INTEREST
10.1 It is the duty of each member to declare any conflicts of interest or the perception of a conflict of interest. Should an issue occur where a member has a personal vested interest or a vested relationship with an agency or person that will financially benefit from the decision related to that issue, it shall be the duty of the member to declare a conflict of interest prior to discussion of the issue. The member may be allowed to participate in the discussion of the issue, but shall be exempt from the right to vote on that issue.
ARTICLE XI
AMENDMENTS
11.1 These Bylaws may be amended at any meeting of the Board of Directors or General Membership by a majority vote at the time of any regular or special meeting, if at least ten (10) days notice is given of the intention to amend the Bylaws, and such notice contains a copy of the proposed amendment(s).
ARTICLE XII
DISTRIBUTION OF ASSETS UPON DISSOLUTION
12.1 In the event of the dissolution of the Corporation, or in the event that it shall cease to carry out the purposes set forth in the Articles of Incorporation, the Board of Directors shall, after paying or making provision for payment of all liabilities of the Corporation, dispose of the assets in such a manner as to benefit organizations operated exclusively for charitable, scientific or education purposes who are in compliance with Section 501 (c )(3) of the Internal Revenue Code.
Adopted: 4/8/06
Amended 1/10/2015
Amended 2/3/2023