Officers&ByLaws

ARTICLE I

PURPOSE

The purposes of the Oregon Coast Emergency Repeater, Inc. (also known as the Central Oregon Coast
Amateur Radio Club) are: to promote amateur radio through this corporation as a noncommercial
communication service, particularly with respect to providing emergency communications; to promote the
improvement of the amateur radio service by encouraging training, education and experimentation to advance
amateur operator skills in both the communication and technical phases of the art; and all other activities
related thereto.

Said corporation is organized exclusively for charitable, religious, educational and scientific purposes, including
the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of
the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue
Law).

No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members,
trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to
pay reasonable compensation for services rendered and to make payments and distributions in furtherance of
the purpose set forth above. No substantial part of the activities of the corporation shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or
intervene in (including the publishing or distribution of statement) any political campaign on the behalf of any
candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry
on any other activities not permitted to be carried on:

(a) By a corporation exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue
Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or

(b) By a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal
Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE II

MEMBERSHIP

Section 1 The Corporation shall have four classes of membership:

a. Active members: Licensed radio amateurs who make monetary contributions to the corporation in an amount
determined by the Board of Directors, or who provide a service to the corporation in such sufficiency as to
cause the Board to waive the requirement of a monetary contribution.

b. Life Members: Previous active members who have been granted Life Membership by the Board of Directors.

c. Associate Members: Other persons interested in the objectives of this corporation who have rendered service
or made monetary or in-kind contributions to the corporation or any other reason the sufficiency of which is
determined by the Board of Directors.

d. Honorary Life Members: Honorary Life Membership status may be granted only to a non-licensed person who
has rendered such service for, or made such monetary or in-kind contribution to the Corporation as to deserve
this honor, in the unanimous judgment of the Board of Directors.

Section 2 Meetings: The general Membership shall meet not less than once per calendar year, and may hold
special meetings by a call of at least twenty percent (20%) of the members who are entitled to vote. Notice to
all members shall be given either orally, by telephone or mail at least seventy-two (72) hours prior to any
annual or special meeting and if a special meeting, shall identify the purpose for such meeting.

Section 3 Quorum: At least twenty percent (20%) of the total current voting membership shall be required to
be present at any annual or special meeting before any action may be taken by the membership.

Section 4 Voting Membership: Those dues paying members in good standing with the corporation. Life Members,
who have voted in at least one of the prior three annual member’s meetings, may vote at all annual and special
meetings held for the purpose of voting by the general membership. Life members, who have not voted in at
least one of the prior three annual meetings, may reinstate their voting rights by requesting so in writing to the
board of directors.

Section 5 Life Membership: Life Membership status may be granted to an active member in good standing of the
corporation, who has rendered such service for, or made such monetary or in-kind contribution to the corporation
as to deserve this honor in the unanimous judgment of the Board of Directors. Life Membership is the highest
honor the corporation can bestow upon a member.

Section 6 Termination of Membership: Any active or associate membership may be terminated by a two-thirds
vote of the members in attendance that are entitled to vote at any annual or special meeting of the general
membership. Such termination shall require the refund to said member of his/her current year's monetary
membership contribution, if any. Notice of such proposed termination must be given to the general membership
and to the member affected in writing at least thirty (30) days in advance of the annual or special meeting
where such vote is to be taken.

Section 7 Denial of Membership: Membership or membership renewal may be denied for a period of not less than
one year, to any member or proposed member, other than a Life Member, by majority vote of a quorum of the
Board of Directors. Such membership shall be denied when, in the opinion of those voting for denial, the
on-the-air operating practices of the member or proposed member are or have been, in violation of the published
Repeater Operating Guidelines of the Central Oregon Coast Amateur Radio Club, or in conflict with the Code of
Federal Regulations, Title 47, Telecommunications, Part 97. Such denied member's remitted dues shall be
returned to him/her, with a letter of denial signed by the Secretary of the Corporation, and a copy of Article II
Section 7 of these Bylaws, via certified mail, return receipt requested.

Such denied member shall have the right to personally appear before the next regular meeting of the Board of
Directors and appeal the Board's decision. In the event of such appeal, a quorum of the Board shall by majority
vote at that meeting, and with the appellant not present during the vote, either affirm or rescind the previous
vote of denial. If the vote is to rescind the previous decision, the appellant's membership rights and privileges
shall be restored immediately upon his/her remittance of the then-in-effect dues.

Both denied members and appellants shall have the right to reapply for membership at anytime after a period of
one year from the date of the Board's original vote denying their membership. It shall require a majority vote of a
quorum of the Board of Directors to restore membership to any member or proposed member whose membership
has been denied.

ARTICLE III

BOARD OF DIRECTORS

Section 1 The Powers and Duties: The Board of Directors shall be responsible for the day-to- day operation of
the corporation and shall set general policy, goals and guidelines designed to achieve the corporate purpose
identified in Article I above, subject to the limitations specified in the corporation's Articles of Incorporation. All
Board policies, goals and guidelines shall be adopted by resolution at any regular or special meeting of the
Board, and shall be recorded by the corporation's Secretary in the minutes of the meeting.

Section 2 Fund Raising: The Board of Directors shall be responsible for all fund raising activities, the
establishment and collection of annual contributions, and shall control the distributions of funds collected or
received subject to those limitations specified in the Articles of Incorporation.

Section 3 Qualifications: Any active member in good standing or Life Member shall qualify as a Director under
the following terms and provision.

Section 4 Compositions: The Board of Directors shall consist of five (5) voting members, each of whom
having been elected by the general membership. Board members shall hold five (5) year terms

Section 5 Election of Directors: Vacancies shall be filled by the nominee from the general membership who
qualifies and who receives the most votes from the members entitled to vote thereon at the annual meeting of
the general membership. At least one member of the Technical Committee shall be a member of the Board of
Directors at all times. In the event there is no elected member of the Board of Directors who is also a member
of the Technical Committee, the Technical Committee shall appoint one of its members to serve. A Director so
appointed by the Technical Committee shall be a non-voting Director.

Section 6 Vacancies: Any vacancies in the Board shall be filled by a majority vote of the remaining Board of
Directors. Said persons approved shall serve the remaining portion of the term or until the next annual
membership meeting, whichever is earlier.

Section 7 Quorum: A quorum of three (3) Directors must be present for any action being taken by the Board.

Section 8 Regular and Special Meetings: The Board of Directors shall meet at least annually at a time and
place to be determined by the Board. Regular meetings may be held, and special meetings may be held at the
call of the President or at the request of two or more Board members. Notice of regular and special meetings
must be given orally, by telephone or mailed at least seventy two (72) hours before such meetings. The
notice shall designate whether the meeting is a regular or special meeting and if a special meeting, the purpose
for which it has been called.

Section 9 Committees: The Board shall have power to designate special committees for specific purposes
including but not limited to investigation and subsequent recommendations to the Board concerning particular
matters that require special attention and/or expertise. The committee shall investigate and shall make
recommendations to the Board as directed by the Board; however, no committee shall take action which will
bind the corporation in any way concerning any issue. All final action, decisions, and commitment by this
corporation concerning any matter which the committee was directed to investigate shall be made by the Board
of Directors pursuant to its usual order of business. The Technical Committee, responsible for the installation,
maintenance and improvement of corporation equipment and systems is hereby established and shall be a
standing committee. Members of the Technical Committee shall be appointed by a majority vote of the Board of
Directors and serve until terminated by majority vote of the Board of Directors or resignation. The Technical
Committee shall designate its own chairperson and nominate its own prospective members. All other committees
shall serve at the pleasure of the Board of Directors, and their appointees shall serve for the lesser of: a period
of one year unless removed by a majority vote of the Board of Directors or until the task of the committee is
finished as determined by the Board of Directors.

Section 10 ARES / RACES: The Corporation shall sponsor both the Amateur Radio Emergency Service and the
Radio Amateur Civil Emergency Service within the West Lane County area. In time of disaster or emergency the
corporation's equipment shall be made available to ARES and/or RACES to the fullest extent possible, and the
corporation's two meter repeater shall be dedicated exclusively to ARES / RACES use. In recognition of the
importance of ARES/RACES to the Purpose of the OCERI, Inc. as specified in Article I, the currently appointed
Emergency Coordinator (EC) of West Lane County ARES/RACES shall be a standing, non-voting member of
the Board of Directors.

ARTICLE IV

OFFICERS

Section 1 General: The officers of Oregon Coast Emergency Repeater, Inc. shall be: President, Vice President,
Secretary and Treasurer. These officers shall be elected by a majority vote of a quorum of the Board of
Directors at the first meeting of the Board of Directors following the annual general membership meeting, and
shall serve for a term of one (1) year or until otherwise replaced or removed by the Board. Officers shall be
members of the Board of Directors.

Section 2 President: The President shall preside at all meetings of the Board of Directors and of the general
membership.

Section 3 Vice President: The Vice President shall perform the duties of the President in the President's
absence and any other duties delegated by the Board of Directors. In the event of resignation, physical inability
to serve, or removal of the President, the Vice President shall assume the duties of the President for the
duration of the remainder of the President's current term.

Section 4 Secretary: The Secretary shall assure proper and timely notice of all regular and special meetings of
the Board of Directors or the general membership and keep minutes of all such meetings. The Secretary shall
also perform such duties as may be delegated to the Secretary by the Board of Directors.

Section 5 Treasurer: The Treasurer shall assure the custody of all funds of the Corporation. Such funds shall be
deposited to the credit of the Corporation in such bank or depositories as the Board of Directors may designate
in a timely manner. The Treasurer shall be responsible for the disbursements of the Corporation funds as
directed by the Board, shall assure proper recording of corporate accounts and shall report to the Board of
Directors, when requested by them, upon the financial condition of the corporation. The signature of an officer of
the corporation shall be required on all checks and/or drafts drawn on the corporation's accounts.

Section 6 Delegation of Duties: In the event of the absence or inability to act of any officer of the corporation,
the Board of Directors or the President may from time to time delegate the powers and duties of such officers to
any other officer, director or past officer to fill said vacancy on a temporary basis, except that the
Vice-President shall take the position of the President as provided above and the President and Treasurer shall
not be the same Person.

Section 7 Vacancy: Vacancy in any office may be filled by majority vote of a quorum of the Board of Directors
for the unexpired portion of the remaining term.

ARTICLE V

PROPERTY AND ASSETS

Section 1 Disposition of Property: Upon dissolution of the corporation, after paying or making provision for the
payment of all liabilities of the corporation, remaining assets shall be turned over to an exempt organization or
organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended), as the Board
of Directors determines.
ARTICLE VI

ORDER OF BUSINESS

At all regular and special meetings of the Board of Directors and all general and special meetings of the general
membership, procedure shall be governed pursuant to Robert's Rules of Order, Revised.

ARTICLE VII

MEMBERSHIP STATUS

The Board of Directors shall determine from time to time the qualifications for the designation of active member,
Life Member, and associate member. However, said qualifications may be amended or reversed only by a
two-thirds vote of the general membership entitled to vote at any general or special meeting.

ARTICLE VIII

AMENDMENT

New Bylaws may be adopted, or these Bylaws may be amended or repealed at any regular or special meeting of
the Board of Directors by a two-thirds vote of the Board. These Bylaws may be amended or repealed or new
Bylaws adopted at any general or special meeting of the general membership by a vote of two-thirds of the
members in attendance entitled to vote thereon. Any proposed amendment or action concerning the Bylaws shall
first be mailed or otherwise presented to each member of the Board of Directors, or to all members of the
general membership entitled to vote thereon no less than seven (7) days prior to the date set for said vote. In
addition, no amendment may be adopted which is contrary to the laws of the State of Oregon, inconsistent with
the Articles of Incorporation, or inconsistent with the tax-exempt status of the corporation. Any attempt to adopt
such Bylaws shall be null and void and have no force or effect whatsoever.

IN WITNESS WHEREOF, the Bylaws, originally adopted by the corporation upon the Twenty-first day of July
1989, and which was amended on April 6, 1998 and on December 9, 2002, have been amended and adopted as
above by the corporation upon this 13th day of April, 2009.

_____________

Benjamin Hatheway N6FM

President

_____________

James Welty NF6Z

Vice-President

_____________

Richard L. Maury, III KE7OMG

Secretary

_____________

James Welman K6DRO

Treasurer

____________

W. J. Herbner KE7SJI

Director