By-Laws of the:

Northwest Ohio Black Swamp Radio Society

ARTICLE I: NAME

The name of this organization shall be the Northwest Ohio Black Swamp Radio Society.

ARTICLE II: PURPOSE

To advance the general interest and sciences of Amateur and Personal radio in the Community, and support backup community communications when called upon to do so. Community service communications and traffic handling during times of disaster and performing disaster relief.

The Society shall:

(a) Promote the exchange of information and encourage technical advancement, and experimentation by its members; thereby education in the sciences of radio communication.

(b) Assist members and prospective amateurs in achieving high standards of conduct in such a manner as to advance the general interest of Amateur and Personal radio in the Community.

(c) Establish and maintain means of communication with its members, committees, other functions, and with other organizations whether scientific or otherwise, in any manner and to any extent which, in the judgment of the Board of Trustees, will best aid in accomplishing its objectives.

(d) Strive to promote and project an awareness of Amateur and Personal communications with the general public.

(g) Encourage membership in the Society and promote the growth of the Society.

(h) Engage in and encourage organized radio activities as the Society or the Board of Trustees may from time to time deem necessary or desirable in connection with this article.

(i) Promote an increasingly wide interest in the scientific techniques pertaining to radio communications, encourage research and experimentation; and the Society may buy, hold, or convey real and personal property to that end.



ARTICLE III: MEMBERSHIP

Section 1:

The membership of the Society will be comprised of:

(a) citizens of the United States regardless of where they may be residing and citizens of other nations residing legally within the United States.

Section 2:

The membership of the Society shall comprise the following classes:

(a) Senior Membership,

(b) Leader Membership,

(c) Junior Membership,

(d) Family Membership, and

(e) Such additional classes as the Board of Trustees may deem it appropriate to create.

Section 3:

Senior members shall be those persons 21 years of age or older and are interested in the pursuit, testing, and development of emergency communications and preparedness to provide emergency communications; and/or the sciences of Radio Communications.

Section 4:

Leader members shall be those persons who are at least sixteen (16) years of age but who are under 21 years of age, and are interested in the pursuit, testing, and development of emergency communications and preparedness to provide emergency communications; and/or the sciences of Radio Communications.

Section 5:

Junior members shall be those persons under 16 years of age and are interested in the pursuit, testing, and development of emergency communications and preparedness to provide emergency communications; and/or the sciences of Radio Communications.

Section 6:

Family membership is based on the members of the Family as described by the FCC’s Personal Radio Service 47 C.F.R. Part 95 Subpart A.



Section 7:

Members of all classes shall be entitled to attend all business and other meetings of the Society. However, as later provided herein, only voting members of the Society need be formally notified of meetings. In addition, all classes of members shall be entitled to participate in the rights and privileges of the Society except as expressly provided herein.

Section 8:

Voting on all matters related to the business of the Society shall be restricted to Senior, Leader, and Family Members of the Society counting as one vote; having had membership in the Society for at least one full year. Votes may not be cast by proxy but votes may be cast by mail/email subject to provisions made elsewhere in these By-Laws.

Section 9:

For conduct prejudicial to the objectives, reputation, or property of the Society, or for failure to observe and abide by ethics of the Society in all NOBSRS activities, a member of any class may be censured, suspended, or expelled by a Committee of three senior members in good standing appointed by the President. Notice of all charges against such member and of the time and place of the meeting at which they are to be presented shall be sent to the member by mail/email not less than thirty (30) days prior to such a meeting. A written summary of all evidence to be presented shall be sent to the member by mail/email not less than twenty-one (21) days prior to such a meeting. Such member shall be given the opportunity to be heard at the meeting in his own defense. Such member in addition to, or in lieu of a personal appearance, may present a written defense; an address to which such written defense is to be sent must be provided to the member not less than twenty-one (21) days prior to such meeting. In cases where documentation indicates that there is reasonable evidence that a member’s activity was in violation of the Safety Code(s) of the Society, the President shall direct that the member charged be suspended from membership until the meeting of the Committee at which his case is to be decided, providing the time of suspension is no longer than one (1) year from the date of suspension until the date of the hearing. No person, once having been admitted in good faith as a member of the Society, shall be denied the right to continued membership except for the above reasons and through the above procedure, or except for non-payment of dues or other debts owed the Society.



ARTICLE IV: DUES

Section 1:

The Society will levy dues as determined by a vote of the Board of Trustees. At the initial formation of the articles of non-profit corporation in the state of Ohio these dues are $1.00 for the first year of membership and $2.00 for continued years.

Section 2:

Membership shall be effective for a period of one year after payment of dues and shall be renewable in the same month each year thereafter.

Section 3:

A family membership plan shall be offered in which one member of a family shall pay the full dues and receive the Society email/email.

Section 4:

Members defaulting in payment of dues will be dropped from the membership rolls after a one-month period of grace. They may be reinstate there membership at any time should they leave in good standing.

ARTICLE V: MEETINGS

Section 1:

Business meetings of the Society shall be held at least once each year at a time and place to be determined by the Board of Trustees.

Section 2:

Special meetings may be called by the President or any three members of the Board of Trustees.

Section 3:

Notice of business meetings of the Society shall be sent by the Secretary to each voting member at least fourteen (14) days in advance, and at least seven (7) days in advance in the case of special meetings.



Section 4:

Votes cast by mail/email shall be mail/emailed to the Secretary at his official address as stated on the ballots or to an independent tallying agency chosen by the Secretary. Only such ballots as are delivered to him prior to the stated time of the meeting shall be received and counted. However, those members who have not cast their vote by mail/email may vote in person at the meeting. All elections will be conducted by secret ballot.

Section 5:

The Secretary shall cause ballots for voting upon such propositions as shall be submitted to any meeting of the Society for its decision to be sent to each voting member at least fourteen (14) days prior to such a meeting. The Secretary shall cause ballots for voting upon such propositions as may originate in any meeting of the Society to be sent to each voting member within sixty (60) days of such a meeting.

Section 6:

For the purposes of these By-Laws, a special meeting of the Society shall consist of either a meeting at which a quorum is present or a vote by mail/email as outlined elsewhere in these By-Laws in which twenty-five (25) or more valid mail/email ballots are cast by voting members. At any meeting of the Society, twenty-five (25) or more voting members shall constitute a quorum for all purposes except as otherwise provided by law.

Section 7:

Robert’s Rules of Order, Revised” shall govern the procedure at all meetings. Unless otherwise provided by statute, or by these By-Laws, all elections and all questions shall be decided by a majority of the votes cast.



ARTICLE VI: BOARD OF TRUSTEES

Section 1:

The governing body of the Society shall be a Board consisting of six (6) Trustees who shall be Senior or Honorary members of the Society having had membership in the Society for at least 1 full year, and one-third of whom shall be elected every year for a term of two (2) years or until their successors are elected by the voting members of the Society. The initial incorporators and agent of record have compiled the initial board of trusties and the required 2 year skip in the first 3 years is defined in Appendix A. After the first initial sets of terms for the first 3 years are completed in Appendix A, all further processes will be as Section 1 and Appendix A will be removed.

Section 2:

Four (4) or more members of the Board of Trustees shall constitute a quorum.

Section 3:

Meetings of the Board of Trustees shall be held at least once a year either in person or by teleconference. Notice of all meetings of the Board of Trustees shall be sent by the Secretary to each Trustee at least thirty (30) days in advance.

Section 4:

In case of vacancy in the Board of Trustees by death, resignation, removal or failure of election, the President may appoint any Senior or Honorary member of the Society otherwise eligible to run for election to the Board to fill the unexpired term subject to a ratification vote of a majority of the Board of Trustees present and voting at the next regular meeting of the Board following such appointment.

Section 5:

Any number of non-voting Honorary Trustees may be appointed by the President of the Society subject to the ratification vote of a majority of the Board of Trustees present and voting at the next regular meeting of the Board following such appointment.

Section 6:

The Board of Trustees shall cause minutes to be kept of their meetings and of all actions taken by them which the Society may be bound or which involve the expenditure of funds of the Society. Such minutes shall be kept by the Secretary and shall be made available to the membership within sixty (60) days of such meetings or such actions.



Section 7:

The fiscal years of the Society shall begin on January 1 of each year. The Board of Trustees shall cause to be made and certified a report of all the receipts and disbursements of the Society for the past fiscal year, a true copy of which shall be placed with the minutes of the annual meeting of the Board of Trustees.

Section 8:

For conduct prejudicial to the objectives, activities, property, or reputation of the Society, a Trustee, either elected, appointed, or Honorary, may be removed from office by a two-thirds (2/3) vote of those Trustees present and voting at any meeting of the Board after notice of the charges against him and an opportunity to be heard in his own defense.

Section 9:

At all meetings of the Board of Trustees, the conduct of the meeting shall be governed by “Robert’s Rules of Order, Revised.”

Section 10:

The Board of Trustees shall present annually a report, verified by the President and Treasurer, or by a majority of the Board of Trustees, showing the whole amount of real and personal property owned by the Society; where, and how invested; the amount and nature of the property acquired during the year immediately preceding the date of the report, and the manner of acquisition; the amount applied, appropriated or expended during the year immediately preceding such date; and the purpose, objects or persons to or for which such applications, appropriations, or expenditures have been made; which report will be filed with the records of the Society.

Section 11:

The Board of Trustees may from time to time authorize the bestowal of any appropriate honors or recognition in the name of the Society to any persons whom the Board may deem deserving.

ARTICLE VII: OFFICERS

Section 1:

The officers of the Society shall initially consist of the Executive Director, President, Vice President, Secretary, CFO-Treasurer, Public Service Liaison officer; and such other officers as from time to time shall be appointed by the Board of Trustees.

Section 2:

The officers of the Society shall be elected from and by the members of the Board of Trustees at the first meeting of the Board of Trustees following the Trustees’ election.

Section 3:

Every officer shall serve for two (2) years or until his successor is elected and qualified. Every officer shall be subject to removal at any time by a two-thirds (2/3) vote of those Trustees present and voting, provided the officer be given written notice of the charges against him and an opportunity to be heard in his own defense. However to form the corporation the initial incorporator have selected the initial Officers listed in Appendix A. It is the intention that only 3 Trustees/Directors come up for a vote during any one year. Appendix A shall list the initial terms limits of the initial Trustee Officers until those terms are finished then Appendix A will be removed.

Section 4:

If there be a vacancy in the office of President, the Vice- President shall exercise his duties until the next meeting of the Board of Trustees, at which time the Board will elect a member of itself to serve out the unexpired term of office. If there are vacancies in other offices, the President, subject to ratification action of the Board of Trustees, shall appoint a member of the Board of Trustees in good standing to fill the unexpired term of office.

ARTICLE VIII: DUTIES OF OFFICERS

Section 1:

Reporting straight to the board of directors, it shall be the duty of the Executive Director to be the chair of the board, and to bring the organization to its highest potential to achieve its long-term vision. The Executive Director is responsible for the task of managing the organization; areas of focus include long term vision, strategy, finance, board management, fund-raising and program delivery.

Section 2:

It shall be the duty of the President to preside at all principal functions of the Society, including meetings of the Board of Trustees; to represent the Society in dealings with other organizations and outside agencies; and to transact business in the name of the Society as directed by the Board of Trustees, report activity to the Executive Director, and in accordance with these By-Laws.

Section 3:

It shall be the duty of the Vice-President to act in the place of the President in the case of his failure or inability to act; at the direction of the President, to transact any business that would be in the power of the President to transact; and, in the case of death or disability of the President, for any reason, to serve in his stead until his successor is elected or appointed.



Section 4:

It shall be the duty of the Secretary to keep a correct and accurate account of the minutes of all meetings of the Society or the Board of Trustees; to receive, file, prepare and answer the correspondence of the Society such as the President or the Board of Trustees may request; to maintain a record of all material, photographs, drawings, publications, or archival material of a historical nature and provide an accessible file of same for use and inspection of the Society; to keep a correct and accurate list of the membership with the class of membership and the last known mail/emailing address of each member; to prepare and mail/email all notices of the meetings of the Society or Board of Trustees; to prepare, distribute, collect and record the results of ballots; and to perform other such clerical and administrative work as may be deemed necessary by the President for the conduct of the affairs of the Society.

Section 5: It shall be the duty of the CFO-Treasurer to collect all dues and assessments; to care for the funds of the Society; and to make all financial reports as required by these By-Laws. Any disbursements of the funds of the Society shall be made by the Treasurer, and all checks, drafts, notes, and orders for payment of the funds of the Society shall be signed by the Treasurer.

Section 6: It shall be the duty of the Public Service Liaison officer to provide contacts with and arrange service with the Public Service agencies, and to provide Public Relations with the press. This officer may call on others in the Society to arrange contacts or press relations as they see fit.

ARTICLE IX: EXECUTIVE COMMITTEE

The Board of Trustees may appoint an Executive Committee of no fewer than three (3) Officers or Trustees to act in the stead of the Board between meetings of the Board. The Executive Committee shall be able to exercise any power granted to the Board under these By-Laws, but a full and complete report of the actions of the Committee shall be sent to the Board within fourteen (14) days of the date on which such actions were taken, and no actions of the Executive Committee shall be binding unless ratified by a two-thirds (2/3) vote of the Board members present and voting at the next regular or special meeting of the Board.

ARTICLE X: NOMINATING COMMITTEE

Section 1:

The Nominating Committee shall consist of three (3) senior members in good standing who are appointed by the President at least sixty (60) days prior to the date of an election of members of the Board of Trustees, It shall be the duty of this Committee to prepare and submit to the Board of Trustees at least thirty (30) days prior to the election a slate of at least one nominee for each seat that is up for election.

Section 2:

Nominations may be made independently by any voting member in good standing either by mail/email or from the floor at a meeting of the Society.



Section 3:

The Secretary shall cause to be sent to each voting member at least fourteen (14) days prior to the election a ballot comprising all nominations for members of the Board of Trustees. This will be sent via email/email and posting on the Societies internet.

ARTICLE XI: OTHER COMMITTEES

Section 1:

In addition to the Nominating Committee, the President shall appoint, subject to the ratification of the Board of Trustees, the Chairmen of the standing Committees and the Chairmen of such Special Committees as the President shall, from time to time, deem necessary or desirable to achieve the aims and purposes of the Society.

The President may assign additional duties to each committee in line with its regular duties as may be required.

Section 2:

The President shall be an ex-officio member of all Committees. All Chairmen of Committees shall serve until their successors are appointed and qualified.

ARTICLE XII: SHARING OF EARNINGS

No member, Trustee, or officer of the Society, or any person connected with the Society, shall receive at any time any of the net earnings or pecuniary profits from the operation of the Society, provided that this shall not prevent the payment to any such person of reasonable compensation for services or property rendered to the Society in effecting any of its purposes as shall be fixed by the Board of Trustees; and no such person or persons shall be entitled to share in the distribution of any of the assets or property upon dissolution of the Society. All members of the Society shall be deemed to have expressly consented and agreed to such a dissolution or winding up of the affairs of the Society, whether voluntary or involuntary, and the assets and property of the Society then remaining in its hands shall be distributed or turned over to such educational, scientific institutions, or community emergency assistance organizations, upon such terms and conditions, and in such amounts and proportions, as the Board of Trustees may determine, to be used by the institutions or organizations receiving them for the purposes similar to or kindred to those set forth in the Certificate of Incorporation of the Society as then amended.



ARTICLE XIII: AMENDMENTS

These By-Laws may be amended at any regular or special meeting of the Board of Trustees, or at any regular or special meeting of the Society, by a two-thirds (2/3) vote of the votes cast, provided that a ballot containing the proposed amendment be sent each Trustee or voting member at least fourteen (14) days prior to the meeting at which it is to be presented for a vote. Amendments originating in meetings of the Board of Trustees are subject to a ratification vote at the next regular or special meeting of the Society by a two-thirds (2/3) vote of the votes cast provided ballots are sent to the voting members as above.

ARTICLE XIV: INDEMNIFICATION

The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person. This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.





ADDENDIUM A: Initial Trustees and Officers

The initial incorporators and agent of record have compiled the initial board of trusties and the required 2 year skip in the first 3 years is defined in Appendix A. After the first initial sets of terms for the first 3 years are completed in Appendix A, all further processes will be as Section 1 and Appendix A will be removed.



Executive Director: ke8dnv Griff - Initial Term 2 years
President: wu8e Tom - Initial term 3 years
Vice president: kb8klk Jon - Initial term 2 years
Secretary: kd8uxc James - Initial term 1 year
Treasurer, CFO: Wb8wea Paul - Initial term 3 years
Public Service Liaison officer: kd8qwo - Initial term 1 year



amendment 3.

Amending

ARTICLE VI: BOARD OF TRUSTEES

Section 4:

In case of vacancy in the Board of Trustees by death, resignation, removal or failure of election, the President may appoint any Senior or Honorary member of the Society otherwise eligible to run for election to the Board to fill the unexpired term subject to a ratification vote of a majority of the Board of Trustees present and voting at the next regular meeting of the Board following such appointment.



Adendum.



4: A.



Any trustee absent for a period of time can, at the pleasure of the Board, be replaced, either temporarily or permanently by an acting officer, being endowed with all the rites and privileges of the absent trustee. If both appointed and acting officials are at the same meeting, the temporary board member must yield the office without acrimony.



4: B.



Any trustee can either temporarily or permanently assume anothers' duties by an agreement between the two trustees, or with a vote of the board.



4: C.



Any board or committee member that agrees to serve without opposition, will automatically be reinstated with the approval of the board of Trustees.


amendment 4.


Modification to membership levels.

(Section 2-6)

We will now have benefit and non-benefit members. Benefit members are paid members with voting privileges. Non-benefit members are non-paid members with no voting privileges.

Dues set at $20 per year or two payments of $12 biannually for benefit members. A membership term will be defined as one year from the date the initial payment is received.


Amend ARTICLE VII: OFFICERS >> Section 3:


Every officer shall serve for two (2) years or until his successor is elected and qualified. Every officer shall be subject to removal at any time by a two third (2/3) vote of those trustees present and voting. However to form the corporation the initial incorporator have selected the initial Officers listed in Appendix A. It is the intention that only 3 Trustees/Directors come up for a vote during any one year. Appendix A shall list the initial terms limits of the initial Trustee Officers until those terms are finished then Appendix A will be removed.

Amend addendum 4: A.

Any trustee absent for four scheduled meetings can, at the pleasure of the Board, be replaced. The board by two thirds of those present will select a replacement to fulfill the remainder of the displaced persons term.


Amended Article V. Removed sections 4, 5, and 6 in their entirety.


continuing the help a ham program as a club endeavor, while not using club funds for help a ham.


To use Generally Accepted Accounting Principles (GAAP) to audit and

review club finances at least once a year. Make a report available

for membership to see after each audit or review. The independent

auditor or reviewer will be selected by the board.