- Last Updated: Monday, 08 August 2016 22:23
San Diego Amateur Radio Council, Inc.
Bylaws Adopted April 24, 1986
Last Amended July 28, 2016
Sections in red text were voted to be moved to the pending Policies & Procedures Manual.
They will remain a part of these bylaws, until the P&P Manual has been approved.
Name and Place of Business
Section 1. Name
The name of the non-profit corporation, organized and existing under the laws of the state of California is the San Diego County Amateur Radio Council, Inc., hereinafter referred to as the Corporation.
Section 2. Offices
The principal office of the corporation in the state of California shall be located at any place within the county of San Diego, California. The Corporation may have such other offices, either within or outside the county of San Diego, as the Executive Board may determine, where the Corporation is qualified to do business, or the affairs of the Corporation may require from time to time. The Executive Board is hereby granted full power to change said principal office from one location to another from time to time.
Section 3. Purpose
This Corporation shall be a non-profit corporation organized under 26 USC Section 501 (c)(4) and any net income which may be derived from its operations, in pursuance of the purposes set out here shall not inure to the benefit of any member or Member Club of the Corporation, but shall be used to promote and advance amateur radio.
Section 1. Qualifications for Membership
(a) Membership shall consist of societies primarily dedicated to the advancement of amateur radio, with duly elected officers and appointed officers, written bylaws and which hold regularly scheduled meetings at a designated location within the county of San Diego or bordering counties. The majority of the members of these societies must consist of licensed Amateur Radio Operators who reside within the county of San Diego or the bordering county of the home location of their society.
(b) All societies requesting membership in the Corporation shall be required to submit the following to the Executive Board for its endorsement at the time of their written request for admission:
1. A copy of their constitution and bylaws.
2. A current membership roster showing those members with and without valid amateur radio call signs and a list of elected and appointed club officers.
3. A schedule of their meeting dates and location(s).
4. Complete copies of the minutes of their last four (4) regular meetings.
(c) Membership shall require approval by a majority of current Member Club delegates and Corporation Officers present and voting at the second meeting of the Corporation after written submission of an application for membership in the Corporation. If membership is approved, these societies shall be known as Member Clubs.
(d) Other related Amateur Radio organizations, which qualify as above, may be invited by the Executive Board to join the Corporation following the same procedure in subsections (a) and (b).
Section 2. American Radio Relay League
The ARRL San Diego Section Manager and the ARRL San Diego Section Emergency Coordinator shall be non-voting delegates to the Corporation.
Section 3. Updates of Member Club Information.
Member Clubs of the Corporation shall provide the Corporation's Secretary with a copy of any amended or revised constitution or bylaws within 15 days of their adoption by the Member Club, as well as 15-day written notice of any changes to their elected or appointed officers, board of directors, delegates or alternates.
Section 1. Member Club Representation
Member Clubs shall be represented at meetings of the Corporation by delegates appointed by their clubs to represent them. These delegates must hold a valid amateur radio operator license.
Section 2. Number of Member Delegates and Alternates
Member Clubs may designate not more than two delegates and two alternates to represent them. The alternate(s) are to represent Member Clubs only in the event of the absence of the regular delegate(s)
Section 3. Delegate Certification
Member Club delegates and alternates must be certified to the Corporation on official club letterhead by their Member Clubs prior to taking their office.
Section 4. Delegate Limitations
(a) A delegate or alternate shall represent no more than one (1) Member Club during any one term of office.
(b)A delegate shall cease to be a delegate, when elected as an officer in the Corporation.
(c) The voting privileges of a delegate or alternate may be suspended by a majority vote of those officers and delegates present and voting after due warning is given by the presiding officer, if a delegate continues to interrupt proceedings of the meeting after being declared out of order. This suspension can be for as long as the duration of one meeting. This procedure is handled the same as all other questions requiring a motion from the floor, a second and a discussion prior to casting a vote. This motion cannot be tabled. This Section 4, subsection (c) is deemed due notice in advance.
(d) A Member Club delegate or alternate holds voting power. To exercise such voting power, a delegate or alternate must be physically present in a meeting to participate in that meeting. Proxies, proxy voting, electronic voting or any other method of voting is prohibited.
Section 5. Duties of Delegates
It shall be the duty of a delegate of each Member Club to report to their respective club, at their regular meetings, on important action following each meeting of the Corporation. This is intended to keep as many members of the Member Clubs as well informed as possible concerning the actions of the Corporation.
Section 1. Member Dues
(a) If at such time it is determined that dues are necessary, membership dues shall be set by a two-thirds (2/3) affirmative vote of Member Clubs present and voting at any regular meeting. If dues are approved and established, the Policy & Procedures Manual shall direct enforcement of dues collection.
Section 2. Waiver of Dues
(a) The payment of membership dues by a Member Club shall not be waived.
(b) Ex officio members are not required to pay dues.
Section 3. Unpaid Dues
(a) Failure of a Member Club to pay membership dues within 60 days of approval shall be cause for membership suspension or termination.
Section 1. Officers
(a) The officers shall be: Chairman, Vice Chairman, Secretary, and Treasurer. This shall also be their order of seniority succession within the Corporation.
(b) The Corporation may also appoint, at the direction of the Executive Board, any other Officer or Officer Assistants as the Corporation deems fit from time to time.
Section 2. Election and Tenure
The officers shall be elected by the Delegates every two years at the annual meeting. They shall hold office for two (2) years, commencing at the close of the annual meeting or until their successors are elected and duly installed.
Section 3. Qualifications
Any members in good standing of any Member Club and holding a valid amateur radio operator license and having attained the age of eighteen (18) years on or before the age of appointment are eligible to hold elected office in the Corporation.
Section 4. Chairman
(a) The Chairman shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business affairs of the Corporation. He or she shall preside at all meetings of the members. He or she may sign such legal instruments, which the Executive Board may authorize to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Executive Board or by these Bylaws or by statute to some other agent or officer of the corporation. In general he or she shall perform all duties incident to the duties of the office of Chairman and such other duties as may be prescribed by the Executive Board from time to time.Section 5. Vice Chairman
In the absence of the Chairman or in the event of his or her inability, or refusal to preside, the Vice Chairman shall perform all the duties of the office of the Chairman and in so doing shall have all the powers and be subject to all the restrictions upon the office of chairman. The Vice Chairman shall perform such other duties from time to time as may be assigned to him or her by the Chairman or the Executive Board.
Section 6. Secretary
(a) The Secretary shall keep the minutes of all of the meetings of the Corporation (except for committee meetings) and all meetings of the Executive Board in one or more books provided by the Corporation for that purpose. The contents of these minutes shall be published for the information of all Member Clubs.
(b) The Secretary shall be responsible for seeing that all notices are given in accordance with the provisions of these Bylaws or as required by law.
(c) The Secretary shall be the custodian of all corporate records of the Corporation (except those held by the Treasurer).
(d) The Secretary shall handle all regular correspondence for the Corporation and such special correspondence as authorized by the Chairman and/or the Executive Board.
(e) The Secretary shall keep a current list of the postal and email addresses of each Member Club, its delegates, alternates, club officers and each Corporation officer. The Secretary shall perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chairman and/or the Executive Board.
(f) The Secretary shall, at the expiration of his or her term of office, turn over everything in their possession belonging to the Corporation to their successor.
Section 7. Treasurer
(a) The Treasurer shall receive and safely keep all the funds of the Corporation and deposit them in the bank or banks that may be designated by the Executive Board. Those funds shall be paid out only by checks of the Corporation signed by any two of the following officers:
Chairman, Vice Chairman, Secretary or Treasurer or any such other officers as may be designated by the Executive Board as authorized to sign them. Authorization shall be required for all expenditures over three hundred ($300.00) dollars. At each regular meeting he or she shall submit an itemized statement of all current disbursements and receipts which shall be recorded in the minutes of that meeting.
(b) It is the responsibility of the Treasurer to attend to other fiscal matters of the Corporation such as: filing income tax returns in a timely manner, payment of post office box rental, keeping insurance policy current, payment of any bonding fees, payment of meeting place rental and such other current bills as authorized by the Executive Board. Keep a detailed current inventory of all physical assets of the Corporation.
(c) He or she, at the expiration of their term of office, shall turn over to their successor everything in their possession belonging to the Corporation. Prior to the relinquishment of their records to their successor their records shall be audited by a third-party auditor selected by the Executive Board.
(d) The Treasurer shall have such powers and perform such duties as may be prescribed from time to time by the Chairman and/or the Executive Board.
(e) The Treasurer shall be bonded for faithful discharge of his or her duties in such sum and with such surety or sureties as the Executive Board shall dictate. The bonding fee is to be paid by the Corporation.
Section 1. Board Members
Executive Board members shall consist of the four elected officers and two member club delegates appointed by the Chairman.
Section 2. Powers
(a) Subject to the limitations of the Articles of Incorporation of this Corporation, other sections of these Bylaws and the laws of the state of California, all powers and business affairs of the Corporation shall be exercised under the authority and control of the Executive Board. Without limiting their general powers, the Executive Board shall have the following powers:
(b) To select and remove all appointed agents and employees of the Corporation, prescribe duties for them as may not be inconsistent with the law, the Articles of Incorporation or these Bylaws, fix their compensation, and may require from them security for faithful service.
(c) To conduct, manage, and control the affairs and business of the Corporation and to make rules and regulations not inconsistent with the Articles of Incorporation, these Bylaws, or the laws of the state of California.
(d) The Executive Board shall prepare an operating budget for the new fiscal year and present it a the annual meeting of the Corporation. Approval shall be my a majority vote of the Member Club delegates present and voting at the meeting in which the budget is presented. This budget shall be separate from the VEC budget.
Section 3. Meetings
The Executive Board shall meet at the call of the Chairman, or by any three of its members. The person or persons authorized to call board meetings may fix any place within the county of San Diego as the place for holding any special meetings of the Executive Board called by such person or persons.
Section 4. Report of Action
Any action taken by the Executive Board at any special meeting shall be reported on at the next regular meeting of the Corporation and be entered in the minutes of that meeting.
Section 5. Action without a Meeting
Action of the Executive Board may be taken without a meeting if all of the members of the board individually and collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board action. Publication of such action shall be published in the minutes of the next regular meeting of the Council following such action.
Section 6. Notice of Special Meetings
Notice of any special meeting of the Executive Board shall be given at least two (2) weeks previous thereto by written notice delivered personally, sent by mail or email to each board member to their address as shown on the records of the Corporation held by the Secretary. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with proper postage affixed thereto. Such notice shall be deemed delivered upon transmission of a group email to all Executive Board members. Any board member may waive notice of any meeting either before or after the meeting. The attendance of any member at any meeting shall constitute a waiver of notice of such meeting, except where the member attends such meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by these Bylaws or the law of the state of California. Whenever any board member has been absent from any special meeting of the Executive Board an entry in the minutes to that effect shall be made also noting that due notice of such special meeting was given to that member as required by law and by these Bylaws of the Corporation. This action shall be deemed as conclusive evidence that such notice was given.
Section 7. Quorum
A majority of the members of the Executive Board shall constitute a quorum for the transaction of business at any board meeting. If less than a majority of the board members are present at said meeting, a majority of the board members present may adjourn the meeting from time to time without further notice. The act of the majority of the board members present at a meeting at which a quorum is present shall be considered as the act of the Executive Board unless an act of a greater number is required by law or by these Bylaws.
Section 8. Compensation
Executive Board members, as such, shall not receive any compensation for services rendered to the Corporation. They may however be reimbursed for their expenses in performing services in connection with the Corporation's business affairs.
Section 9. Removal
An officer or board member may be removed from office for cause, willful malfeasance, incompetence or reckless disregard in the performance of the duties connected with their office. Burden of proof rests with the Corporation. A two-thirds (2/3) affirmative vote of the Member Clubs present and voting is required for removal. This vote can be at any meeting of the delegates providing fourteen (14) days prior to such meeting a written notice has been given to all delegates and the affected Executive Board member stating intent of removal of said officer or board member at such meeting, Such notice shall be governed by the rules applied to delivery of all other notices referred to in these Bylaws.
Section 10. Vacancies
(a) Vacancies in the Executive Board may be filled by the vote of the majority of the remaining board even though less than a quorum is present or by appointment by the sole remaining board member. A member or members so appointed shall hold office for the remainder of the unexpired term of his or her predecessor, subject to ratification by a majority vote of the Member Club delegates and Corporation Officers present and voting at the next regular Corporation meeting.
Meetings of the Delegates
Section 1. Regular Meetings
Regular meetings shall be held at a date, time and location selected by the Executive Board. The calendar of meetings shall posted on the Corporation web site. Changes to the meeting date or location information shall be communicated by a group email from the Chairman and/or Secretary to each Member Club delegate and Corporation Officer.
Section 2. Special Meetings
Special meetings for any lawful purpose may be called by the Chairman, the Executive Board or 5 percent or more of the Members.
Section 3. Annual Meeting
The Corporation shall have an annual meeting in a month selected by the Executive Board and voted upon by the Delegates.
Section 4. Quorum
The quorum for regular and special meetings shall be representation by a minimum of fifty (50%) percent of the active Member Clubs. Any Member Club on the inactive list shall not be counted for the purpose of determining a quorum.
Section 5. Meeting Attendance
Any Member Club that has failed to attend any combination of 3 regular or special meetings within a 365-day period shall be automatically removed as a SANDARC member club. SANDARC, Inc. shall author a letter describing this pending action to the member club facing removal, mailed via United States Postal Service-Return Receipt Requested, at least thirty days prior to the meeting that triggers the removal. This action and supporting documents shall be entered into the SANDARC Meeting Minutes for the meeting in which this termination takes place. This action in no way disqualifies a club removed under this section from reapplying for membership at a later date.
Section 1. Election of Officers
Election of officers shall be held at the Annual meeting of the Corporation, in an election year. Balloting will be by written secret ballot and shall require a majority vote of the persons present and voting to elect.
Section 2. Nominations
Nomination of candidates for officers of the Corporation shall be made by the three (3) member Nominating Committee appointed by the Chairman at the regular meeting preceding the Annual Meeting of the Corporation. The committee will present a slate of nominees at a Special meeting one month prior to the Annual Meeting. That Special Meeting will be held for the sole purpose of completing the nominations process. In addition to this slate, nominations may be made from the floor at the Special Meeting by any person eligible to vote at the Annual Meeting. The presiding officer shall make three distinct calls for nominations from the floor for each nomination. Nominations need no second. Nominations shall be closed at the conclusion of the final call for nominations at the Special Meeting. The presiding officer will announce the results at the conclusion of the nominations process. All nominees must have expressed, either in person at a Board Meeting or the Special Meeting, a willingness to serve in the position for which nominated, if elected. If the slate is incomplete, those that are nominated will be voted on, including any nominations from the floor, and the unfilled slots will be filled as provided in Art. VI. Sec. 10.
Section 1. Eligibility
Each Member Club delegate or alternate acting as a delegate representing a Member Club is allowed One (1) vote. This procedure shall be followed in deciding any and all questions brought before the Corporation, except for the election of officers or a meeting of the Executive Board.
Section 2. Voting by Mail or Proxy
To exercise voting power a Delegate, Board Member or Officer must be physically present in a meeting of the Corporation to participate in that meeting. Proxies, proxy voting, electronic voting or any other method of absentee voting is prohibited.
Section 1. Committees
(a) The Chairman or the Executive Board may appoint such committees as may be required by the Corporation from time to time.
(b) The Nominating Committee shall consist of three (3) members from Member Clubs who are in good standing. No person presently on or that has been on the nominating committee that is presenting the slate of nominees shall be eligible to run for office with that slate of nominees. The Nominating Committee shall be appointed by the Chairman at the February regular meeting in a year when elections are to be held.
Section 3. Eligibility
(a) Any member in good standing of a Member Club is eligible to serve on any committee.
(b) The Chairman shall be an ex officio member of all committees except the Nominating Committee.
Section 1. Deposits
All funds shall be deposited in a checking account except, on approval of the Corporation, a portion may be deposited in savings or certificate accounts.
Section 2. Reserve for Future Conventions
Funds reserved for future conventions shall be expended only when approved by a two thirds (2/3) affirmative vote of the delegates and officers present and voting at a regular or special meeting.
Section 3. Expenditures
(a) Periodic expenditures not in excess of three hundred ($300.00) dollars at anyone time are authorized to be disbursed to the Secretary by the Treasurer as appropriate for normal operating expenses in addition to those authorized by Article V, Sec. 7. All expenditures shall be itemized in the Treasurer's report and presented to the Corporation at the next regular meeting of the Corporation.
(b) No other funds may be expended or committed without authorization by the Corporation.
Section 4. Authorization
Two signatures are required on any checks issued by the Corporation. The signature of the Treasurer and/or other Corporation Officers shall be required on all checks as set forth in Article V. Section 7 of these Bylaws.
Section 5. Policy Governing SANDARC Expenditures and Use of Funds
SANDARC funds, in excess of a reasonable amount to be spent on routine administration, shall be expended only in the furtherance of the following general and specific goals:
(a) Inasmuch as all expenditures must conform to the criteria expressed in Article II of the SANDARC Articles of Incorporation, every expenditure must first of all serve the common benefit of Member Clubs. Inaddition, each expenditure must be directed to the accomplishment of one or more of the following goals.
1. To encourage interest in Amateur Radio,
2. To assist the Corporation and its Member Clubs in dealing with the problems common among Amateur Radio organizations,
3. To advance the art of communication by Amateur Radio, or
4. To assist public authorities in time of disaster or other emergency
(b) In the absence of extraordinary circumstances, annual expenditures shall be limited to annual income. Income in excess of expenditures shall be transferred to capital at the end of each year.
(c) Extraordinary circumstances shall be deemed to include
1. Public emergencies, disasters or calamities within the San Diego County area.
2. Opportunities arising requiring expenditure in excess of budgeted funds where the benefits to be derived are of such substantial nature as to justify the immediate expenditure of Corporation funds.
(d) Specific goals shall be as follows:
1. To provide for the underwriting of future Amateur Radio conventions to be held in San Diego.
2. To make known to Member Clubs, to the Amateur Radio fraternity at large and to the general public, knowledge of Amateur Radio activities, achievements, and accomplishments.
3. To assist member organizations in problem areas, such as:
a. Program planning and presentation.
b. EMI elimination procedures.
c. Educational activities.
d.. Legal and administrative advice on such matters as incorporation, taxation, liability, and fund raising.
e. Membership drives.
4. To underwrite individual club activities and/or projects that would result in direct benefits to other Member Clubs. Such activities or projects may include technical developments, programs and program ideas, educational programs and lesson plans, training aids, public relations, club management, fund raising, public service activities, and preparation for emergency operations.
5. To assist member organizations in the acquisition of Amateur Radio equipment and facilities through loan guarantees or loans bearing interest equivalent to that being paid on SANDARC savings or investments.
6. To sponsor countywide, or county-regional, or inter-organization meetings, seminars, forums, or presentations by recognized authorities in various phases of Amateur Radio and club management.
7. To acquire, reproduce and distribute to Member Clubs and libraries such educational, promotional, and technical materials as may, from time to time, become available.
8. To sponsor or assist in organizing plans, tests, drills and exercises to further the capabilities of Member Clubs and individual amateurs to respond to and participate in emergency and disaster relief communication activities.
(e) Procedures for administering expenditure of SANDARC funds:
1. All proposals for expenditures, other than for routine administration, must be formal requests in writing from either a Member Club or the SANDARC Executive Board.
2. Each proposal must clearly state the purpose for which the expenditure is requested and must justify it in light of the general and specific goals established for the use of SANDARC funds. The proposal must also include, as a minimum, the following information:
a. A full copy of the requesting Member Club's minutes (or, in the case of a request from the Executive Board, minutes from a meeting of the Executive Board) showing authorization by a vote of its membershipboth for the project and for the request for Corporation funds.
b. A budget showing the use of the requested finds.
c. A timetable for use of the finds.
d. The method used for supervision and review of fund use.
e. The name and contact information for the person responsible for the
project. Contact information shall include, but not be limited to,
name, address, telephone number and email address.
3. Proposals shall first be reviewed by the SANDARC Executive Board in not more than forty-five (45) days following receipt thereof. This review shall determine whether
a. Funds are available. (Funds must be available.)
b. The proposal is in accordance with SANDARC Articles of
Incorporation and Bylaws.
c. The proposal appears to be reasonable as regards to its cost and
that the funds requested will not unduly jeopardize other pending
requests or requests that can be expected to be made in the future.
d. The proposal appears to be in accordance with the established goals
for the use of SANDARC funds.
e. Adequate control and review procedures are included.
4. The requesting entity shall reproduce sufficient copies of the proposal to provide copies to all active Member Club delegates and the Executive Board. The Executive Board shall present the proposal with its recommendation for or against approval, including any dissenting opinions, to the Corporation at the next regularly scheduled meeting following the completion of its review.
5. Following presentation and discussion of the proposal at the Corporation meeting, member delegates will be advised that, in order for delegates to get instructions from their respective organizations, voting on the proposal will be deferred until the next regularly scheduled Corporation meeting.
6. A two-thirds (2/3) affirmative vote of the delegates and officers present and voting at a meeting in which a quorum is present shall be needed to approve a fund proposal.
Rules of Order
The rules contained in Robert's Rules of Order shall govern the conduct of meetings where they are not in conflict with these Bylaws.
Adoption and Amendment of Bylaws
Section 1. Procedure
These Bylaws may be adopted, amended or repealed by a two-thirds (2/3) affirmative vote of the Member Clubs present and voting at any regular or special meeting providing that a period between two consecutive regular meetings has elapsed and proper notice has been given to the delegates of the intention to amend these Bylaws. Proper notice may be made by a group email to all delegates and Corporation officers or by verbal announcement at a Corporation meeting. Announcement of the intention to amend the Bylaws at the next meeting is to be considered as sufficient and proper notice. All proposed amendments or changes to these Bylaws must be presented, in writing and in proper form, to the presiding officer prior to their presentation for consideration by the delegates. These Bylaws shall not be suspended or waived in any part or entirety thereof for any reason. The only changes that may be made shall be made in accordance with this article (Article XIII) and this section (Section 1) as set forth above. The following guidelines are given for drawing up an amendment in the proper form:
(1) Name of sponsor suggesting amendment.
(2) Article number, heading and page number.
(3) Section number and heading.
(4) Subsection letter, (a), (b), (c), etc., if applicable
(5) Line number, if applicable
(6) Mechanics of the amendment, (add), (delete), etc.
(7) Strikeout type or colored highlighting for deletions and italics or contrastingly colored text for additions shall be used.
(8) Any further amplifying information needed.
Section 1. Convention General Chairman
(a) The Corporation will elect a Convention General Chairman by a two thirds (2/3) affirmative vote of the delegates and officers present and voting at any regular or special meeting at the time a convention commitment is made. It shall be the responsibility of the Convention General Chairman to manage affairs relevant to the convention and keep the Corporation fully informed of the progress and actions of the convention committees. The Convention General Chairman shall receive no compensation as such, however he or she may be reimbursed for personal monies that are expended in the course of carrying out the obligations as chairman. An accurate detailed set of books must be kept and proper receipts presented in order to receive payment.
(b) The Convention General Chairman shall appoint all Convention Committees and operate under the oversight and control of the Executive Board. The Convention General Chairman shall furnish a written progress report to the Executive Board at least once per month, starting with the first committee meeting and ending with a detailed and complete final written report within 60 days after the end of the convention. These reports shall be in addition to committee meeting minutes.
Section 2. Convention Treasurer
(a) The nominee for the Convention Treasurer shall be selected by the Convention General Chairman and elected by two thirds (2/3) affirmative vote of the delegates and officers present and voting at a regular or special meeting of the Corporation. The Treasurer of the Corporation shall be considered an ex officio member of the Convention Finance Committee. The Convention Treasurer shall be bonded in an amount set by the Corporation and the funds of the Convention shall be maintained separately from those of the Corporation. A complete set of books will be kept by the Convention Treasurer in a form consistent with good bookkeeping practices and Corporation bookkeeping. The bonding fee will be paid for with convention funds.
(b) All disbursements shall be by checks drawn on the convention account and require the signature of the Convention Treasurer and the Convention General Chairman or Treasurer of the Corporation. In an emergency the checks may be handled as provided in Article V. Section 7 of these Bylaws.
(c) At the termination of the convention after all bills are paid and all creditors have been satisfied the remaining Convention funds will be turned over to the Treasurer of the Corporation and placed in the general fund as set forth in these Bylaws. The Convention account will be thereby closed out. If more than sixty (60) days are needed to complete this transaction after the closing of the Convention special permission must be granted by the Executive Board. Refer to Article V. Section 7 of these Bylaws.
Section 3. Insurance for Convention
The Convention Chairman shall obtain information pertaining to types and cost of insurance applicable to conventions and report this information to the Corporation Executive Board for discussion and decision. The cost of this insurance shall be paid for from convention funds.
Section 4. Convention Committees
Strong member club participation may be used in a manner so that each club may be utilized to head up a major committee, reporting to the Convention General Chairman, thereby best utilizing existing organizations for Convention Committees.
Liability of Members
No person who is now or hereafter becomes a Delegate or Officer of this Corporation shall be personally liable to Corporation creditors for any indebtedness or liability while acting within the proper scope of their duties. Any and all creditors of this Corporation shall look only to the assets of this Corporation for payment.
Any controversy or claim between any members, Member Club delegates, Corporation Officers, Executive Board members, or any other persons within the Corporation arising out of or related to these Bylaws not resolved by good faith efforts shall be settled by binding arbitration in accordance with the Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be enforced in any court having jurisdiction thereof.
Each officer and executive board member (and their heirs, administrators or executors) shall be indemnified by the corporation against reasonable cost and expenses incurred by them in connection with any action, suit or proceeding to which they may have been made a party by reason of having been an officer or board member of this Corporation except in relation to any action, suits, or proceedings in which he or she has been adjudged liable because of willful malfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office or offices of the Corporation. In absence of an adjudication which expressly absolves the board member or officer of liability to the Corporation or its members for willful malfeasance, bad faith, gross negligence and reckless disregard of the duties involved in the conduct of their office, or in the event of a settlement, each board member or officer (and his or her heirs, administrators or executors) shall be indemnified against reasonable costs and expenses provided such indemnity shall be conditioned upon the prior determination by a resolution of two thirds (2/3) of those members of the Executive Board of the Corporation who are not involved in the action, suit, or proceeding that the board member or officer has no liability by reason of willful malfeasance, gross negligence or reckless disregard of the duties of their office, and provided further that if a majority of the members of the Executive Board of the Corporation are involved with the action, suit, or proceeding, such determination shall have been made by a written opinion of independent counsel. Amounts paid in settlement shall not exceed costs, fees, and expenses, which would have been reasonably incurred if the action, suit or proceeding had been litigated to conclusion. Such a determination by the Executive Board or by independent counsel and the payments of amounts by the Corporation on the basis thereof shall not prevent a member from challenging such indemnification by appropriate legal proceeding on the grounds that the person or persons indemnified was liable to the corporation or its security holders by reason of willful malfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of their office, The foregoing rights and indemnification shall not be exclusive to any other rights to which the Executive Board and officers may be entitled according to law.
Volunteer Examiner Coordinator
Section 1. Volunteer Examining Committee
The Corporation shall operate a Volunteer Examiner Coordinator (VEC) under the Volunteer Examining program of the Federal Communication Commission (FCC) through its Volunteer Examining Committee. It shall serve as VEC for at least the district which includes San Diego County. It shall be known as SANDARC-VEC
Section 2. VEC Chairman
(a) The Chairman of the Corporation shall appoint a VEC Chairman to operate SANDARC-VEC.
(b) The VEC Chairman shall be responsible for all functions of SANDARC- VEC, as defined by the FCC, standard VEC practice, and practices of SANDARC-VEC.
(c) The VEC Chairman shall appoint all personnel required to perform the functions of SANDARC-VEC, and operate under the oversight and control of the Executive Board.
Section 3. VEC Budget
(a) The VEC Chairman shall submit to the Corporation at its annual meeting a budget for its operations for the period from June of the current year through May of the next year. The budget shall include all routine expenses, including materials, postage, and travel costs. The budget shall include a projection of income from donations. The budget shall not include major purchases of capital equipment.
(b) The Corporation may accept the budget by a two thirds (2/3) affirmative vote of the delegates and officers present and voting. Acceptance of the budget shall authorize the VEC Chairman to spend Corporation funds for actual VEC operating expenses in accordance with the budget. This expenditure shall not require the procedure described in Article XI Section 5.
(c) Funds allocated to the VEC program shall be held by the Corporation Treasurer until disbursed for actual expenditures. Budgeted funds remaining unexpended at the end of the budget year shall revert to the Corporation. Funds donated to SANDARC-VEC shall be placed in the Corporation treasury.
(d) IfVEC operating expenses exceed the amount budgeted in any given year, the VEC Chairman shall submit a revised budget to the Corporation as soon as the shortfall becomes apparent. The provisions of (b) of this section shall apply to the revised budget.
The SANDARC Inc. Board of Directors shall consider alternative options prior to conducting a vote to dissolve the corporation. One such restructuring option shall be that of transitioning the corporation to a Volunteer Examiner Coordinator (VEC) program. A majority vote by Officers and Member Clubs present at a regular or special meeting of the Corporation is required in order for the Board to proceed with dissolution. A majority vote by the Board is required in order to proceed with restructuring.In case of the dissolution of SANDARC Inc., after providing for the debts and obligations of the organization, all remaining assets (funds, property, equipment and other possessions) shall be distributed for one or more exempt purposes, within the meaning of section 501(c) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.
The properties and assets of this nonprofit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member, member club, director or officer of this corporation. All asset distribution for matters specific to this article (dissolution or otherwise) shall be made by a majority vote of the Board. This article supersedes Article V, Article XI and any other current or future Article governing expenditure of Corporation funds.
Dissolution shall be carried out by the Board and/or its attorney in accordance with guidelines established by the California Attorney General’s Office as well as in accordance with all applicable State and Federal laws and requirements.
If any provision or portion of a provision of these Bylaws is held illegal or unenforceable in a legal proceeding or is in conflict with California state law or the Articles of Incorporation, such provision or portion of that provision shall be severed and shall be inoperative and the remainder of the Bylaws shall be operative and binding.