OREGON COAST EMERGENCY REPEATER, INC.
Central Oregon Coast Amateur Radio Club
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).
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 memberís 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.
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.
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.
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.
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.
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.
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
James Welty NF6Z
Richard L. Maury, III KE7OMG
James Welman K6DRO
W. J. Herbner KE7SJI