BYLAWS OF THE LAKE ERIE AMATEUR RADIO ASSOCIATION
As Amended - October 27, 2009
ARTICLE I - MEMBERSHIP
ARTICLE II - BOARD OF TRUSTEES
ARTICLE III - OFFICERS
ARTICLE IV - MEETINGS
ARTICLE V - ADMINISTRATION OF FUNDS AND PROPERTY
ARTICLE VI - LIABILITY
ARTICLE VII - AMENDMENT OF BYLAWS
ARTICLE VIII - QUORUM
ARTICLE IX - STANDARD OPERATING PROCEDURES of the ASSOCIATION
PREFACE: Any gender-specific pronoun used in these Bylaws will be understood to include the other gender as well.
ARTICLE I - MEMBERSHIP
Section 1. The members of the corporation at any time may include, and shall be limited to, radio amateurs who hold a valid amateur license issued by the Federal Communications Commission, and who live in or periodically visit the area served by the repeaters operated by the corporation.
Section 2. Any person qualified under Section 1 may become a member by filing a written application for membership with the corporation, accompanied by dues as stated in Article I, Section 4. Further requirements, provisions and procedures regarding applications and renewals, as well as a required application approval procedure by the Board of Trustees, shall be prescribed in the Standard Operating Procedures of the Association.
Section 3. Active members shall be those members who after complying with the requirements of Section 1 and Section 2 have paid dues in accordance with Section 4.
Section 4. Each year the Board of Trustees shall estimate the financial needs of the Association for the subsequent year and shall determine the amount of dues required for that purpose. They shall announce that amount no later than the September meeting of the membership and shall present a motion to adopt that amount at the annual meeting. Should the Trustees fail to do so, the current dues shall remain in effect. Dues shall be payable in advance, and failure to pay annual dues by March 31 of any year shall terminate membership. Any applicant for membership who has been a member at any time in the past, or who has made frequent use of a repeater operated by the corporation before becoming a member, shall pay dues for the full calendar year in which he applied for membership. Others applying shall pay prorated dues for the remainder of the year in which they apply for membership starting with the month of application. The full payment due shall accompany the application. This dues requirement may be waived by action of the Board of Trustees or the membership at any meeting thereof.
Section 5. In addition to the dues as provided in Section 4, special charges may be established from time to time by the Trustees to cover the cost of specialized equipment, payable by those members using such equipment.
Section 6. Any action which may be authorized or taken at a meeting of members may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, no less than a majority of the members who would be entitled to vote at a meeting for such purpose, which writing or writings shall be filed with or entered upon the records of the corporation.
Section 7. An individual's membership shall automatically terminate on expiration, revocation or suspension of his amateur license. A member may be expelled on recommendation of a majority of the Trustees approved by a two-thirds vote of the active members present and voting at the next meeting of the members of the corporation.
Section 8. The Board of Trustees may recognize and honor a member by conferring upon them the title of TRUSTEE EMERITUS, subject to the following qualifications:
- The candidate must no longer be a Trustee;
- The candidate had been a trustee for 10 years (all but 2 of which may be waived for cause);
- The candidate has demonstrated a pattern of significant contributions to LEARA and/or amateur radio;
- The position shall be ratified by unanimous resolution of all current Trustees.
An individual so honored shall enjoy life membership in LEARA, but have no official Trustee privileges.
ARTICLE II - BOARD OF TRUSTEES
Section 1. Except as otherwise provided in these Bylaws, the corporation shall be governed and all authority of the corporation shall be exercised by the Board of Trustees. No Trustee shall be required to furnish any bond or surety for the faithful performance of his duties. No Trustee shall be entitled to or shall receive any compensation for attendance at meetings of the Trustees or other services provided to the corporation as a Trustee, provided, that the Trustees may authorize the reimbursement to any Trustee of expenses necessarily incurred by him in the performance of his duties as Trustee.
Section 2. The Board of Trustees shall consist of fifteen Trustees. The Trustees shall be elected by the members for a term of three years, and their terms shall be staggered so that five expire each year. The Trustee or Trustees of the Association's station licenses issued by the FCC and in effect at the time shall be chosen from among the fifteen Trustees by means of a vote of the Trustees.
Section 3. Except where the law, the Articles of Incorporation, or these Bylaws require that action be otherwise authorized or taken, all of the authority of the corporation shall be exercised by the Trustees.
Section 4. The President shall, not later than the April meeting of members each year, appoint an Election Committee which shall be responsible for receiving and processing nominations, and seeking out qualified candidates for Trustee and persuading them to accept nomination. All incumbent Trustees shall be automatically nominated when their terms expire unless they withdraw their names. To be eligible for nomination, an individual shall have paid dues in accordance with Article I Section 4 for the 12 months immediately preceding his or her nomination. A candidate for Trustee may be nominated by two or more members in good standing. Nominations shall be in writing, and shall be delivered to the Election Committee not later than the regular July meeting of members, together with a statement signed by the candidate that he or she will serve as Trustee if elected, and a brief statement, signed by the members making the nomination, that outlines the candidate's qualifications for office. If, at the time of the July meeting, the Trustees believe it would be in the best interests of the Association to do so, they may extend the period for accepting nominations to the August meeting. The Election Committee shall publish a list of nominees and the procedures for conducting the election not later than the regular September meeting of members.
Section 5. The election shall be conducted during the thirty days preceding the annual meeting, in accordance with procedures determined by the Trustees, and included in the Standard Operating Procedures (SOP) of the Association. Any member of the Association who has complied with the dues requirements of Article I Section 4 shall be given a reasonable opportunity to vote by secret ballot for one candidate for each position to be filled. A ballot for this purpose shall be provided to each member entitled to vote in time to reach him or her at least two weeks before the annual meeting. It shall be the responsibility of members who do not receive a ballot by the specified date to request a replacement, and all members shall be responsible for the return of their ballots in time to be counted.
The officer presiding at the annual meeting shall designate two or more members from among those present who are not candidates for any office to act as tellers and tabulate the election ballots. Any candidate may designate one additional member to observe the tabulation on his behalf, and such observers shall be entitled to inspect the ballots after they have been tabulated and make an independent count if they so desire, in the presence of the official tellers and any other observers. No one other than the tellers and designated observers shall be permitted to watch or take part in the count. To be elected a Trustee, a candidate must receive the vote of a majority of the valid ballots cast in the election. Of those candidates receiving a majority vote, the ones with the greatest number of votes shall be declared elected, up to the number required to fill the vacant positions. If the number of candidates receiving a majority is insufficient to fill all vacancies, the remaining positions shall be filled by the Trustees whose terms have not expired and those newly elected, at the next meeting of the Trustees following the election, in the manner provided in Section 6.
In the case where an irregularity is found to have occurred in the course of an election, the Trustees shall review the election and take such action as they deem appropriate.
Newly elected Trustees shall assume office at the next Trustee's meeting following the annual meeting.
In years where at the time of the nominating deadline the number of persons nominated for Trustee is equal to or less than the number of available positions, the membership may choose to compel an election prior to the close of nominations. Failure to act will result in the election not being held and those holding office shall be appointed by acclamation.
Section 6. The office of any Trustee shall become vacant upon his death or resignation as a Trustee. Any Trustee's office shall likewise become vacant if he shall be declared of unsound mind or otherwise incompetent by order of a court having jurisdiction or if he shall be adjudicated as bankrupt or shall make an assignment for the benefit of his creditors. A Trustee's office shall also become vacant if he permits his amateur license to expire without applying for renewal, or if his license is suspended or revoked by the FCC, or if he is expelled from membership in the Association.
Any vacancy or vacancies among the Trustees, however caused, may be filled for the unexpired term by the vote at a meeting of the Trustees with a majority of the remaining Trustees. Within the meaning of this section, a vacancy or vacancies shall be deemed to exist when and if the members in their annual election of Trustees fail to elect the authorized full number of Trustees. In filling such vacancies, the Trustees shall choose from among candidates who meet the requirements prescribed in Section 4, but shall not be bound by the nominating procedure prescribed in that section.
Section 7. A special meeting of the Trustees may be called by the President or by a Vice President or by any two Trustees. Notice of the time and place of all meetings shall be served upon or telephoned to each Trustee at least 24 hours, or mailed or telegraphed to each Trustee at his address as it appears on the records of the corporation at least 48 hours, prior to the time of such meeting. No notice of the time or place of any meeting of Trustees shall be required to be given if waived by every Trustee entitled to receive notice by (a) his written waiver filed with or entered upon the records of such meeting either before or after the meeting, or (b) his attendance at such meeting without protesting, prior to or at the commencement of such meeting, the lack of proper notice.
Section 8. Any action which may be authorized or taken at a meeting of Trustees may be authorized or taken without a meeting with the affirmative vote or approval of, and in writing or writings signed by, all of the Trustees who would be entitled to notice of a meeting for such purpose, which writing shall be filed with or entered upon the records of the corporation.
ARTICLE III - OFFICERS
Section 1. The officers of the corporation shall be a President, two Vice Presidents, Secretary, Treasurer, License Trustee or Trustees, and two Radio Officers.
The President, Vice Presidents, Secretary, Treasurer, and License Trustee or Trustees shall be selected by the Trustees from among their own membership, giving due consideration to any wishes of the active membership expressed at the annual meeting. Duties of the President, Vice Presidents, Secretary, Treasurer, and License Trustee or Trustees shall be those customary to the office held, and as specifically prescribed by the Trustees.
The Radio Officers shall be responsible for supervising of operation and maintenance of the repeaters. They shall receive notice of and be entitled to attend meetings of the Trustees. The Radio Officers may be selected by the Trustees from among the membership at large, and need not be Trustees.
The other officers shall be selected by the Trustees from among their own membership, giving due consideration to any wishes of the active membership expressed at the annual meeting.
Section 2. Selection of officers by the Trustees shall be accomplished within the thirty days immediately following the annual meeting, and announced to the membership at the November meeting and in the Association's newsletter. Officers shall take office upon completion of the election of officers, and hold office until their successors are appointed and take office.
ARTICLE IV - MEETINGS
Section 1. The annual meeting of the members of the corporation shall be held on the last Tuesday in October, at a time and place determined by the Trustees. Such time and place shall be published to the members with the ballot materials mailed to each member.
Section 2. Regular meetings of the members of the corporation shall be held on the last Tuesday of each month except December. There shall be no regular meeting in December.
Section 3. All regular meetings of the members of the corporation shall be held at a place established by majority vote of the active members present and voting at the preceding regular meeting. In the absence of such action at any meeting, the next meeting shall be at the same location.
Section 4. Special meetings of the members of the corporation may be called by the President, or in his absence by a Vice President, at a time and place specified in the notice of the meeting. Notice of a special meeting shall be either read to the members present at the preceding regular meeting, or mailed to all active members at least one week before the date of such special meeting.
Section 5. The Trustees of the Association shall have regularly scheduled meetings no less than six times per year, at a time and location prescribed by the Trustees. Such meetings are to be open to the membership. The time and location of these meetings shall be announced to the members.
ARTICLE V - ADMINISTRATION OF FUNDS AND PROPERTY
Section 1. The Trustees shall have unlimited discretion in all matters relating to acquisition, holding, operation, maintenance, and disposition of funds, equipment, and other property of the corporation, subject to any limitations imposed on their actions by a majority vote of the active members present and voting at a regular meeting and subject to the limitations of the following paragraph.
The Trustees may not establish a new repeater nor discontinue operation of an existing repeater without:
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Announcing the proposed action at a regularly scheduled membership meeting and publishing the proposed action to the membership.
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At a subsequent regularly scheduled membership meeting obtain the approval of a majority of the active members present and voting.
ARTICLE VI - LIABILITY
Section 1. No Trustee or other member shall incur liability to the corporation or to any other member for any action taken on behalf of the corporation or its members under direction of the Trustees or with the approval of a majority of the Trustees, whether or not such approval is formally expressed or rendered.
Section 2. No member shall be liable to the corporation for any loss of corporation property or damage thereto unless such loss or damage is caused by his own gross negligence or willful misconduct.
ARTICLE VII - AMENDMENT OF BYLAWS
Section 1. These Bylaws may be amended or new Bylaws may be adopted by affirmative vote of a majority of the active members present and voting at the regular meeting following a regular meeting at which the proposed amendment or new Bylaw is submitted in writing signed by a proposer and seconder and read to the members present.
ARTICLE VIII - QUORUM
Section 1. A majority of the Trustees currently in office shall constitute a quorum for any meeting or other action of the Trustees.
Section 2. Five active members, at least two of whom shall be officers, shall constitute a quorum at any regular monthly meeting of members of the corporation.
Section 3. Ten active members, at least three of whom shall be officers, shall constitute a quorum at any meeting other than a regular monthly meeting of members of the corporation, provided that those calling the meeting shall have notified or attempted to notify each active member of the meeting as provided in Article IV, Section 4.
Section 4. Except as otherwise provided in Sections 2 and 3 above, a majority of the active membership including three officers shall constitute a quorum for transaction of any corporation business.
ARTICLE IX - STANDARD OPERATING PROCEDURES of the ASSOCIATION
Section 1. The Trustees of the Association may promulgate, and from time to time amend, the Standard Operating Procedures (SOP) of the Association. The SOP may include, but is not limited to, such items as membership application processing procedures, control operator guidelines and procedures, and Radio Officer rights and responsibilities.
The following amendments are reflected herein:
February 18, 1988: Increase dues to $18.
August 31, 1993: Removed $100 spending limit on Trustees.
May 31, 1994: Added Article I Section 8 - Trustee Emeritus.
July 27, 1999: The following amendments were passed by the membership:
Modified Article I, Section 2, Updated membership application procedures to reflect current practice and authorized the Trustees to reject an application.
Modified Article I, Section 3, Active members to be those who comply with Sections 2 and 3, and who have paid dues as in Section 4.
Modified Article II, Section 2, Specified fifteen elected Trustees with the License Trustee chosen from among the fifteen.
Modified Article II, Section 5, Authorized the Trustees to take appropriate action should an irregularity occur in an election. Specified newly elected Trustees take office at next Trustees' meeting.
Modified Article III, Section 1, Added License Trustee to Officers. Specify License Trustee to be chosen from among fifteen Trustees.
Modified Article III, Section 2, Specify that newly elected Officers take office upon completion of election of officers.
Modified Article IV, Section 1, Annual meeting to be at a time determined by Trustees. Impose publication requirements for time and place of meeting.
Added Article IV, Section 5, Defined Trustees' meetings and sets publication requirements for the time and place.
Modified Article V, Section 1, Clarified intent on Trustees' limitation on establishing or discontinuing a repeater.
Added Article IX, Authorized the creation of a Standard Operating Procedures of the Association document.
Added Preface - Gender, reference to either gender includes both genders.
Changed the name of this document from Regulations to Bylaws. Changed the word "Regulations" to "Bylaws" where said word appeared in this document.
January 30, 2001: Article I Section 2 - Substituted "Further requirements..." for all after first sentence.
February 26, 2008: The following amendments were passed by the membership:
Modified Article I, Section 4, Removed specific dues amount and allow Trustees to determine dues amount.
Modified Article II, Section 5, Removed specific delivery method of ballots. Added procedure when the amount of Trustee candidates is less than or equal to the number of positions.
October 27, 2009: The following amendment was passed by the membership:
Modified Article I, Section 4, Allowed the Board of Trustees to give a free membership.
Deleted Article VII, Section 2, Eliminated the need for unanimous consent of the members present to suspend the Bylaws regarding dues and the election of members.
