STAMFORD AMATEUR RADIO ASSOCIATION, INCORPORATED: BY-LAWS
Adopted December 3, 2009
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ARTICLE I: Name
The name of this Corporation shall be the Stamford Amateur Radio
ARTICLE II: Purpose
The purposes for which this corporation is formed are:
- The primary purposes are to operate a non-profit corporation for educational and scientific purposes as follows:
- To educate and increase the proficiency of its members in the
science of radio communication.
- To provide for dissemination of information among its members
concerning scientific advancement and progress in the field of radio
- To organize and train units of licensed radio amateurs capable
of maintaining radio communication as a public service during periods
- To encourage and sponsor experimental activities in, radio
communication and electronics, to the end that skills and experience
gained in amateur radio will further the application of electronics
to the benefit of the public at large.
- To promote the elevation of standards of practice and ethics
in the conduct of amateur radio communication.
To assist in carrying out these primary purposes, this Corporation
maintains, and intends to continue to maintain, an active affiliation
with the American Radio Relay League, Inc., of Newington, Connecticut,
the national non-profit organization of amateurs.
- The general purposes and powers are to have and exercise all
rights and powers conferred on non-profit corporations under the
laws of the State of Connecticut, including the power to contract,
rent, buy or sell personal or real property, provided, however,
that this corporation shall not, except to an insubstantial degree,
engage in any activities or exercise any powers that are not in
furtherance of the primary purposes of this corporation.
- No substantial part of the activities of this corporation shall
consist of carrying on propaganda, or otherwise attempting to
influence legislation, and the corporation shall not participate
or intervene in any political campaign (including the publishing
or distribution of statements) on behalf of any candidate for public
office. The above notwithstanding, the corporation may take active
political positions in matters that are directly and primarily
related to the furtherance of amateur radio.
ARTICLE III: Non-Profit Purposes
This Corporation is organized pursuant to Chapter 33 of Title 33
of the Connecticut General Statutes as a non-stock, non-profit
corporation. This Corporation does not contemplate pecuniary gain
or profit to the members thereof, and it is organized for nonprofit
ARTICLE IV: Fiscal Year
The fiscal year of the Corporation shall commence on the first day
of January and end on the 31st day of December.
ARTICLE V: Membership and Dues
Any individual interested in the activities and purpose of the
Corporation may become a member of the Corporation upon application
and payment of dues as required.
The Board of Directors at the September meeting of the Board next
preceding such year in which the dues shall become effective shall
establish annual dues. Notice of any change in dues shall be made
to the members of the Corporation at the October general meeting
preceding the year in which such dues shall become effective. If
approved by a majority of the membership at the November general
meeting such dues shall become effective at the beginning of the
next fiscal year.
If a majority of those voting on the matter at the November general
meeting vetoes such dues as presented by the Board, the Board may
present a new schedule of dues for vote at the December general
meeting. If a majority at the December general meeting vetoes the
proposed dues schedule the dues for the next fiscal year shall
remain unchanged until such time as a majority vote of the membership
at a general meeting shall approve a new dues schedule.
Dues are payable on the first day of the calendar year and nonpayment
by the end of the March general meeting shall be deemed to indicate
the member wishes to be removed from membership in the Corporation.
Each member shall be entitled to cast one vote for each item to be
voted on by the membership at any meeting.
ARTICLE VI: Notices and Voting
- Except for votes at Special Meetings: the Corporation shall
make notice to its members of items to be voted on at the general
meeting preceding the scheduled vote. In addition, the Corporation
shall post a notice of the item on its web site at least two calendar
weeks before the vote and shall make a good-faith effort to notify
the membership by email at least two calendar weeks before the vote
by sending notification to each member's email address then registered
with the Corporation.
- For votes at Special Meetings: the Corporation shall post notice
of the Special Meeting on its web site at least two calendar weeks
before the meeting date and shall make a good-faith effort to notify
the membership by email at least two calendar weeks before the vote
by sending notification to each member's email address then registered
with the Corporation. Such notice shall state the date, time, place
and purpose of the meeting.
- Voting. Voting shall take place in person and by internet as follows:
- All members shall have the right to vote in person at the annual,
general, or special meeting designated for a vote.
- In lieu of voting in person at an annual, general, or special
meeting, a member may vote via the internet in the period of one
calendar week prior to the scheduled meeting through 6pm Eastern
of the Sunday following the meeting, as specified in section 3 of
- Internet Voting: To facilitate the ability of members to vote
on items, the Corporation shall provide for internet-based voting
in addition to voting in person at meetings. The mechanism established
for internet voting may be by email or by secured polling such as
that provided by Yahoo!Groups, and will be subject to the following:
- Any internet-based voting shall be based on the registered
email address of each member. The registered email address will be
the address provided in writing on the member's annual membership
form. Only the member's registered email address shall be suitable
for internet-based voting and only one such address shall be
recognized per member.
- The above notwithstanding, the Corporation will make reasonable
provisions for accepting email address changes in writing during
the calendar year.
- The Corporation shall maintain a list of the registered e-mail
addresses of the members, as provided by the members. It shall be
each member's responsibility to provide his/her email address in
writing and the Corporation shall bear no responsibility if a member
has not provided such an email address or has not provided it in a
reasonable manner with reasonable lead time prior to a vote.
- The Corporation's Secretary will maintain a record of those
members who have voted at a meeting in order to ensure that there
is no duplication of voting with internet votes.
- Once a member has voted (either by person or by email), that
vote cannot be changed by subsequent email or in-person vote.
- Any wording in this document concerning voting "...at..." a
meeting or "... members present..." at a meeting shall be deemed
to include internet-based voting as per the above.
ARTICLE VII: Meetings
- The annual meeting of the Corporation shall be held in January,
each year at such place and time and as the Board of Directors shall
determine. The annual meeting shall be for the purpose of electing
appropriate Officers, hearing committee and other reports and for
the transaction of such other business as may be indicated in the
notice or may be brought before it. The nominations for a slate of
Officers as presented by the Nominating Committee shall be included
in the notice of the annual meeting. At each annual meeting, the
membership shall by majority vote approve a dollar limit that the
Board may not exceed in any transaction during the fiscal year. Any
transaction which exceeds this limit must be approved by majority
vote of the members at any general or special meeting before the
expenditure is made.
- The President or Board of Directors can call for special meetings.
Notwithstanding the foregoing, special meetings must be called by
the President if ten percent of the membership in good standing
shall by written petition request the President to do so and in
said petition state the purpose for which the meeting is to be
- General meetings of the Corporation will be held on the first
Thursday of each month, or at such other times and such places as
the President shall designate. The general meetings are held to
pursue the purposes of the Corporation in accordance with these
- At each meeting of the members of the Corporation one-fifth of
the membership in good standing shall constitute a quorum -- including
those voting via the internet as specified in Article VI. Except
as provided by these By-Laws a majority of the votes obtained at
any meeting at which a quorum shall be obtained shall constitute
an act of the members of the Corporation. If a quorum shall not be
obtained at any annual or special meeting of the Corporation, the
presiding officer may adjourn such meeting to a day and hour to be
fixed by the presiding officer and notice of such new date shall
be given to all members in accordance with the requirements of the
By-Laws for notice of meetings.
ARTICLE VIII: Officers
- The Officers of the Corporation shall be a President, a
Vice-President, a Secretary, a Treasurer, and a Trustee. All
Officers must hold valid amateur radio licenses. The Treasurer must
be at least 18 years of age.
- The Officers of the Corporation shall be elected by a majority
vote of the members in good standing at the annual meeting of
members. Each Officer shall be elected to fill a specific position.
The Nominating Committee at the December general meeting will present
candidates for each office. Any member in good standing may also
present nominations for specific offices at the December meeting.
Nominations will be closed with the end of the business portion of
the December general meeting.
- Each officer shall take office immediately upon election and
shall serve a term of one year.
- Any vacancy occurring among the Officers may be filled by majority
vote of all the Directors then in office.
ARTICLE IX: Duties of the Officers
- The President shall be the chief executive officer of the
Corporation and the Chairman of the Board of Directors. The President
shall have general supervision over carrying on the activities of
the Corporation as directed by the Board of Directors. The President
shall preside at all meetings of the Board of Directors and at all
meetings of the members. The President shall conduct the same
according to the By-Laws and rules adopted. The President shall
sign official documents on behalf or the Corporation unless otherwise
provided and shall perform all the customary duties pertaining to
the office of the President.
- The Vice-President shall, in the absence of the President, perform
the duties and exercise the powers of the President. The Vice-President
shall serve as coordinator of such committees and activities as the
Board of Directors designates.
- The Secretary shall keep a record of all meetings, maintain a
roster of members, submit applications for membership, carry on
correspondence, send all required notices, maintain all necessary
records and perform all other legal duties of Secretary. The Secretary
shall also serve as Historian of the Corporation. At the expiration
of his/her term, he/she shall turn over all records to his/her
- The Treasurer shall have charge of the funds of the Corporation
and shall keep the moneys of the Corporation on deposit in the name
of and to the credit of the Corporation in a bank or trust company
approved by the Board of Directors. The Treasurer shall disburse
the funds as directed by the Board of Directors and shall report
the financial condition of the Corporation at the annual meeting
of members and of the Board of Directors and from time to time
during the year as requested by the President. At the expiration
of his term he/she shall turn over all records and funds to his/her
- The Trustee shall be responsible for the legal operation of the
Corporation owned amateur radio station licensed in the Trustee's
name by the Federal Communications Commission. In all matters
pertaining to the legal operation of the station, the Trustee's
decisions shall be final.
ARTICLE X: Board of Directors
- The management of the activities and control of the affairs,
funds, and property of the Corporation shall be vested in a Board
- The Board of Directors shall be comprised of the five Officers
of the Corporation plus Directors at Large.
- Directors At Large.
- The Board of Directors may by majority vote create positions
of Director At Large.
- Each existing Director at Large position shall be nominated and
elected in the same manner and at the same time as are the Officers
of the Corporation.
- The Nominating Committee at the December general meeting will
present candidates for each Director At Large position then in
existence. Any member in good standing may also present nominations
for specific Director At large positions at the December meeting.
- Each Director At Large shall serve until the next Annual Meeting.
- Any vacancy occurring among the Directors At Large may be filled
by majority vote of all the Directors then in office.
- The Board of Directors may by a majority vote of the Entire Board
remove from office any Officer or Director At Large because of
unexcused absence from three or more consecutive meetings, whether
they be general, special or annual meetings, or neglect of that
person's official duties.
- The Board of Directors shall by standing rule designate a time
and place for holding of regular meetings of the Board. These
meetings shall be open to all members of the Corporation and shall
be held in a generally accessible location. The Board of Directors
shall meet on call by the President upon five days notice designating
the date, time, and place of the meeting. The President shall be
required to call a meeting upon the request of three or more Directors
and if the President fails to call a meeting within five days after
such a request the same may be called by three or more Directors
upon five days notice subscribed by such Directors. Failure to
provide five days notice prior to any meeting of the Board of
Directors shall not impair the validity of any action taken, provided
a written waiver is signed by all the Directors.
- The Chairman of the Nominating Committee shall have the right
to attend all meetings of the Board of Directors as an observer
only and shall be notified of such meetings as required under the
preceding paragraph 5.
- The Board of Directors shall prepare an annual operating budget,
which shall be presented to the membership for approval. The annual
operating budget shall be presented at the Annual Meeting, and shall
be presented before the election of the Officers and Directors
ARTICLE XI: Committees
The President shall, at the first meeting of the Board of Directors,
with the approval of the Board, choose the chairman of the following
committees whose responsibilities shall be as indicated. Committees
with no relevant function need not be filled.
- Education Committee - The Education Committee shall conduct
courses in the elements required by the Federal Communications
Commission necessary to obtain an amateur radio license.
- Interference Committee - The Interference Committee shall assist
members in the resolution of radio frequency interference complaints
involving the amateur radio service.
- Nominating Committee - The Nominating Committee shall present
at the annual December general meeting of the members a slate of
officers to be considered for election pursuant to the provision
of these By-Laws.
- Program Committee - The Program Committee shall, through the
presentation of lecturers at general meetings, provide for the
education and expansion of the proficiency of the members in the
science of radio communication as well as provide for the dissemination
of information among the members concerning scientific advancement
and progress in the field of radio communication.
- Public Service Committee - The Public Service Committee shall
organize and train units of licensed radio amateurs capable of
maintaining radio communication as a public service during periods
of emergency or at such times as will benefit the public interest.
- Communications Committee - The Communications Committee shall
provide communications of interest to the members, to nonmember
amateur radio operators, and to the general public. The chair of
the Communications Committee shall appoint a webmaster to operate
the Corporation's official web site. Nothing in this document shall
be considered to exclude the Chair of the Communications Committee
from also serving as the webmaster, and nothing in this document
shall be considered to require or prohibit the publication of a
- Technical Committee - The Technical Committee shall be responsible
for the maintenance and repair of all radio communication equipment
owned by the corporation.
The President shall with the approval of the Board, designate such
additional committees as shall become necessary from time to time
and nominate, with the approval of the Board, the chairman of each
such committee. The President with the approval of the Board shall
appoint a replacement to fill a vacancy in the chair of a committee.
ARTICLE XII: Dedication of Assets
The property of this corporation is irrevocably dedicated to
educational and scientific purposes, and no part of its net income
or assets shall ever inure to the benefit of any Director, Officer
or member thereof or to the benefit of any private individual. Upon
the dissolution or winding up of this Corporation its assets remaining
after the payment of or provision for the payment of, all debts and
liabilities shall be distributed to The American Radio Relay League,
Inc. if it is then in existence and exempt under Section 501(c)(3)
of the Internal Revenue Code; but if it is not then in existence
or exempt, to another organization which is organized and operated
exclusively for educational and scientific purposes and which has
established its tax exempt status under Section 501(c)(3) of the
Internal Revenue Code.
ARTICLE XIII: Amendments to By-laws
These By-Laws may be amended by a two-thirds majority vote of all
members present in good standing at any annual or special meeting
of the members, providing, however, that the substance of the
proposed amendment shall be set forth in a notice of such meeting.
ARTICLE XIV: Rules of Order
Robert's Rules of Order shall be parliamentary authority at all
meetings of members and the Board of Directors.