BYLAWS
OF
TUCSON AMATEUR PACKET RADIO CORPORATION
(1985. rev. March, 1994)
ARTICLE I
Identification
1.1 Name. The name of the corporation shall be Tucson
Amateur Packet Radio Corporation, and it is sometimes referred to
in these Bylaws as the "corporation".
1.2 Principal Office. The principal office of the
corporation shall be at Tucson, Arizona, and additional offices
may be maintained at such other places within or without the
State of Arizona as the Board of Directors may from time to time
designate.
1.3 Seal. The seal of the corporation shall be circular in
form and mounted upon a metal die, suitable for impressing on
paper. The name of the corporation shall appear about the outer
periphery of the seal, and the words "Corporate Seal Arizona
1982" shall appear in the inner portion.
1.4 Fiscal Year. The fiscal year of the corporation shall
be as determined by the Board of Directors.
ARTICLE II
Purposes
2.1 Purposes. The purpose for which the corporation is
formed is that set forth in its Articles of Incorporation as from
time to time amended; namely, for scientific and educational
purposes within the meaning of section 501(c)(3) of the Internal
Revenue Code. In the pursuit of that purpose the corporation
will perform scientific testing and research into development and
improvement of technological systems for use in the amateur radio
service, including, but not limited to, digital packet radio
communications; research and testing of systems, hardware and
software, for packet radio local area networks and computer
network systems; and disseminating to the public information
obtained as a result of such research and testing. The
corporation is not formed for a pecuniary gain, and no part of
the assets, income, or profit of the corporation is distributable
to, or will inure to the benefit of its directors or officers
except to the extent permitted under the Not-for-Profit
Corporation Laws of the State of Arizona.
ARTICLE III
Membership Classes - Dues, Voting Rights and Annual Meetings
3.1 Membership.
3.2 Classes of Membership. There shall be two classes of
members, designated as CHARTER MEMBERS and MEMBERS. CHARTER
MEMBERS are those persons who became members of Tucson Amateur
Packet Radio prior to formation of the non-profit corporation and
paid an initiation fee of $15.00. MEMBERS are those persons who
joined Tucson Amateur Packet Radio prior to its incorporation
having paid no initiation fee and those persons who became
members subsequent to incorporation. Both classes of membership
in existence prior to incorporation are herewith transferred to
Tucson Amateur Packet Radio Corporation by these Bylaws.
3.3 Annual Dues. The annual dues for all members shall be
as determined by the Board of Directors and shall be posted in
the Corporation Newsletter.
3.4 Payment of Annual Dues. The dues for the first year of
membership for all members are payable upon admission to
membership in the corporation. The annual dues thereafter of all
members are payable on the first anniversary of admission to the
corporation. Members who fail to pay their dues within thirty
days of such anniversary shall be dropped from the membership
rolls and thereupon forfeit all rights and privileges of
membership.
3.5 Membership Rights. Only members in good standing shall
be eligible to exercise their right to cast their votes for
directors as set forth in this Article and in Article VI herein.
3.6 Certificates. The corporation will issue certificates
evidencing membership.
3.7 Annual Meeting. An annual meeting of voting members
will be held once per calendar year as determined by the Board of
Directors. Notice of the annual meeting will be included in the
Corporation Newsletter sent to all members in good standing at
least one month preceding said meeting.
3.8 Chairman. At all membership meetings, the President of
the corporation shall serve as chairman and in his absence a Vice
President shall preside.
3.9 Election by Mail. Elections of directors by the
membership may be conducted by mail.
ARTICLE IV
Board of Directors
4.1 Number. The business and affairs of the corporation
shall be managed by a Board of Directors. The Board of Directors
shall have the sole voting power except as delegated to the
Executive Committee and as allowed to the membership in good
standing as provided in Article III herein. The Board of
Directors shall consist of nine members. All directors shall
be elected by the membership in good standing.
4.2 Requirements to Serve on the Board of Directors. All
directors must be members in good standing and have attained the
age of 18 years or older.
4.3 Terms. All directors shall serve for terms of three
years.
4.4 Vacancies. In the case of any vacancy among directors
through death, resignation, or other cause, the remaining
directors may elect a successor to hold office for the unexpired
portion of the term of the director whose place shall be vacant,
and until election and qualification of his successor.
4.5 Annual Meeting. The annual meeting of the Board of
Directors shall take place in person once per-year at a location
to be determined by the Board of Directors. Notice of the board
meeting will be included in the Corporation Newsletter sent to all
members in good standing at least one month preceding said
meeting. Additional meetings of the Board of Directors may be
held without notice.
4.6 Special Meetings. Special meetings of the Board of
Directors may be held when called by one tenth of the members of
the Board of Directors upon a minimum of five days written notice
to each member of the Board, any and all business may be
transacted at a special meeting. Special meetings may be
conducted by way of telephone conferencing or by the use of
telecommunication systems. When telecommunication systems are
used, special meetings may remain in continuous session.
4.7 Quorum. A majority of the directors shall constitute a
quorum for the transaction of business. All acts of the Board of
Directors shall require the affirmative vote of a majority of the
directors present.
4.8 Chairman. At all meeting of the Board of Directors,
the President of the corporation shall serve as chairman and in
his absence a Vice President, as designated by the Board of
Directors, shall preside.
4.9 Committees. From time to time the Board of Directors
may appoint committees for any purpose, who shall have such power
as specified in the resolution of appointment.
4.10 Removal of Directors. At any special meeting of the
directors called for such purpose, any then serving director may
be removed from the Board of Directors, for any reason, by an
affirmative vote of a majority of the directors present.
ARTICLE V
Executive Committee
5.1 Number. There shall be an Executive Committee
consisting of the officers of the corporation and such other
directors as the Board of Directors may from time to time
designate, but not to exceed six members.
5.2 Responsibility. The Executive Committee shall be
responsible for overseeing the implementation and execution of
the plans and policies expressed by the Board of Directors.
5.3 Terms. Officers of the corporation shall serve on the
Executive Committee for the term of their office. Directors
shall serve on the Executive Committee at the pleasure of the
Board of Directors.
5.4 Conduct of business. The Executive Committee will be
guided by the rules established for the Board of Directors in
connection with Special Meetings, Quorum, Chairman and
Committees.
5.5 Limits. The Executive Committee shall have a maximum
spending authority of $5,000.00.
5.6 Reporting. The Executive Committee shall report its
actions and expenditures to the Board of Directors on a monthly
basis.
ARTICLE VI
Officers
6.1 Officers and Qualifications. The officers of the
corporation shall be a President, one or more Vice Presidents, a
Secretary, a Treasurer, and such other officers as the Board of
Directors may determine. Any two offices, except the offices of
President and Secretary, may be held by the same person.
6.2 Election. All officers of the corporation shall be
elected annually by the Board of Directors at its annual meeting.
6.3 Term of Office. All officers shall hold office until
their successors have been duly elected and have qualified, or
until removed as hereinafter provided.
6.4 Removal of Officers. Any officer may be removed either
with or without cause by a vote of a majority of the Board of
Directors.
6.5 Duties of Officers. The duties and powers of the
officers of the corporation shall be as follows and as shall
hereafter be set by resolution of the Board of Directors:
- 6.5.1 President.
- 6.5.1.1. The President shall preside at all meetings of the
corporation and of the Board of Directors at which he may be
present.
- 6.5.1.2. He shall present at the annual meeting of the
directors a report of the condition of the business of the
corporation.
- 6.5.1.3. He shall appoint, discharge, and fix the
compensation of all employees and agents of the corporation other
than the duly elected officers, subject to the approval of the
Board of Directors.
- 6.5.1.4. He shall sign and execute all contracts in the
name of the corporation.
- 6.5.1.5. He shall designate, subject to the approval of the
Board of Directors, those individuals, in addition to the
Treasurer, who shall be responsible for executing notes, drafts
or other orders for payment of money. Individuals so designated
shall execute this authority under the direction of the
President, Executive Committee, or the Board of Directors.
- 6.5.1.6. He shall cause all books, reports and statements
to be properly kept and filed as required by law.
- 6.5.1.7. He shall enforce these Bylaws and perform all the
duties incident to his office and which are required by law, and,
generally, he shall supervise and control business and affairs of
the corporation.
- 6.5.1.8. The President shall have a maximum spending
authority of $1,000.00.
- 6.5.2 Vice Presidents. During the absence or incapacity of
the President, a Vice President, as designated by a majority of
the Board of Directors, shall perform the duties of the
President, and when so acting, he shall have all the powers and
be subject to all the responsibilities of the office of President
and shall perform such duties and functions as the Board may
prescribe. The duties of the Vice Presidents shall be designated
by the Board of Directors prior to their election. A Vice
President, as designated by a majority of the Board of Directors,
shall perform the duties of the Secretary in the absence of the
Secretary.
6.5.3 Secretary.
- 6.5.3.1. The Secretary shall keep the minutes of the
meeting of the Board of Directors in an appropriate book.
- 6.5.3.2. He shall attend to the giving of notice of special
meetings of the Board of Directors of the corporation.
- 6.5.3.3. He shall be custodian of the records and seal of
the corporation and shall affix the seal to corporate papers when
required.
- 6.5.3.4. He shall attend to all correspondence and present
to the Board of Directors at its meetings all official
communications received by him.
- 6.5.3.5. He shall perform all the duties incident to the
office of Secretary of the corporation.
6.5.4 Treasurer.
- 6.5.4.1. The Treasurer shall have the care and custody of
and be responsible for all the funds and securities of the
corporation, and shall deposit such funds and securities in the
name of the corporation in such banks or safe deposit companies
as the Board of Directors may designate.
- 6.5.4.2. He shall make, sign, and endorse in the name of
the corporation checks, drafts, notes and other orders for the
payment of money, and pay out and dispose of such under the
direction of the President, the Executive Committee, or the Board
of Directors.
- 6.5.4.3. He shall keep at the principal office of the
corporation accurate books of account of all its business and
transactions and shall at all reasonable hours exhibit books and
accounts to any director upon application at the office of the
corporation during business hours.
- 6.5.4.4. He shall render a report of the condition of the
finances of the corporation at each regular meeting of the Board
of Directors.
- 6.5.4.5. He shall further perform all duties incident to
the offices of Treasurer of the corporation.
- 6.5.4.6. If required by the Board of Directors, he shall
give such bond as it shall determine appropriate for the faithful
performance of his duties.
ARTICLE VII
Amendments
These Bylaws may be amended, repealed or altered in whole or
in part by a majority vote at any regular or special meeting of
the Board of Directors of the corporation.
