Article I - Name
This organization shall be known as the San Bruno Amateur Radio Club, hereinafter known as the Club or SBARC. Its principal office shall be San Bruno, County of San Mateo or at such place as the SBARC Board of Directors shall determine.
The SBARC shall comply with the requirements of federal and California state corporate law. SBARC shall not take any action in contravention of its Articles of Incorporation.
Article II -
The purpose of SBARC shall be to promote the exchange of information and cooperation among amateur radio operators in San Bruno and surrounding communities to promote radio knowledge, individual operating efficiency, and emergency service capability. To help accomplish this purpose the Club will provide training to its members, will support civic and educational activities, and will promote fraternalism and cooperation among its members.
Article III -
Full membership is open to individuals currently licensed by the FCC as radio amateur operators. Associated membership is open to persons interested in the activities of the club and amateur radio. Full membership includes all club privileges as well as the right to hold club offices and to vote for club officers and other club matters. Associate membership includes all club privileges except the right to hold and vote for office or other club matters. At the discretion of the Board, Full members who’ve been long time members of the club may be designated Life Members with full club privileges. Decisions on new member applications may be acted upon by the Secretary and reported to the Board.
Article IV -
The SBARC by a 51% vote of members present at any General Membership meeting, may levy upon the general membership such dues as deemed necessary for the business of the organization within its objectives as set forth in this document. Non-payment of dues may be cause for expulsion from the club at the discretion of the Board. New members joining in October or later will be credited with the dues for the entire subsequent year. Members designated Life members by the
Board are exempt from all future dues. Membership shall run from January 1 to December 31 and unpaid dues shall be deemed delinquent after March 1.
Article V -
The officers will be President, Vice-President, Secretary, and Treasurer. All officers shall have valid amateur radio operator licenses. All officers shall comply with current dues requirements. All officers shall serve for a term of one year. Officers will be elected from the membership according to Article VI-Elections. Vacancies occurring between elections shall be filled by presidential appointment at a Regular Membership meeting after the vacancy is noted. Officers may be removed on motion by a thee-fourths (3/4) vote of the membership. It's the duty of all outgoing officers to turn over all club documents, materials and assets to the incoming officers at the end of their term.
The President shall:
- Be the chief executive of the club.
- Preside at all meetings.
- Represent the Club at all outside meetings.
- In the absence or disability of the President shall perform and exercise the powers and duties of the President.
- And any duties assigned by the President
- Keep the minutes of all meetings and other records.
- Handle all correspondence.
- Keep a record of the attendance at each meeting.
- Maintain the group e-mail list.
- Receive and act on membership requests.
- Keep detailed and timely records of all financial transactions.
- Deposit all income and pay all bills promptly.
- File all required reports to the federal and state governments.
- Make a report at each meeting.
Article VI -
Nominations and Election of Officers
Election of officers shall be held annually. Nominations shall be held at the General Membership meeting in November. Nominations are made from the floor at that meeting. All prospective nominees must have been previously informed of the intent to nominate and must be present at the November General Membership meeting to accept the nomination. All members nominated for elective office or appointed officers shall be good standing. Elections shall be held at the General Membership meeting in December. All elections shall be held by secret ballot unless unopposed. The newly elected officers shall assume their regular duties of office on January 1, and serve until December 31 of that year. Installation shall occur at the General Membership meeting in December.
Article VII -
The Board of Directors
The Board of Directors shall consist of the President, the Vice-President, the Secretary, the Treasurer, and up to three SBARC members in good standing who are appointed by the President. A past President shall be one of the three SBARC members when available. The three appointed members shall be known as Directors at Large.
The Board of Directors shall manage the business of the corporation subject to restrictions imposed by law or by Bylaws and may exercise all of the powers of the Corporation.
Without prejudices to such general powers, it is hereby expressly declared that the directors shall have the following powers to-wit: To make and change rules not inconsistent with these Bylaws, for the management of the club’s business and affairs. To determine who shall be authorized on the club’s behalf to make and sign bills, notes, acceptances, endorsements, checks, releases, receipts, contracts, and other instruments. To delegate any of the powers of the Directors in relation to the ordinary business of the club to any standing or special committees or to any officer or agent upon such items as the Directors think fit.
Officers and Directors may receive no compensation for their services, but may receive reimbursement of expenses as the Board may determine by resolution to be just and reasonable.
Article VIII -
An annual meeting of members shall be held in December of each year at time, place, date and manner designated by the Board.
Regular meetings may be held monthly at a time, place, date and manner to be selected by the Board.
Special meetings of members may be called by the Board, by the President, or by three(3) members or five percent (5%) or more of the Active members whichever is greater. Any such call shall be in writing delivered to the President. The request shall specify the time desired for the meeting, not less than five days after receipt of the request, and shall state the general nature of the business proposed to be transacted at the meeting. Only the business described in the request and in the notice of the meeting may be transacted at a special meeting.
Board meetings shall be called by the President or by a written request of a majority of Board members. The request shall specify the time, place, date and manner desired for the meeting.
All notices of meetings will be either mailed (including email) or posted to the club’s website not less than five days before the date of the meeting. In the case of a special meeting, the notice shall specify the general nature of the business to be transacted. In the case of the annual meeting, the notice shall specify those matters that the Board intends to present for action by the members. Notice shall be in writing given by delivery in person or by mail or by email addressed to the member at the address of the member appearing on the books of the Club or given by the member to the Club for the purpose of notice. Members are solely responsible for advising of any changes to their address, phone or email information.
All meetings can be held either in person or by electronic means.
Article IX -
A quorum for member regular and annual meetings shall consist of the members present (but not less than five members or 10% of the membership, whichever is greater) at a duly called meeting. No business shall be conducted unless a quorum is present. A majority of the Board shall constitute a quorum at any meeting.
Article X -
The fiscal year shall be the calendar year, starting on January 1 and going through December 31 of that year. Two Board members shall sign all checks. The Board of Directors will be responsible for adopting and approving the club's budget. The finance records shall be reviewed by the Board or an independent auditor when deemed necessary.
Article XI -
Limitations on Liability and Authority to Incur Indebtedness
No member shall be liable except for unpaid dues, and no personal liability shall in any event be attached to any member, including Officers and Board members, in connection with any undertaking of the SBARC, but all its liabilities shall be limited to its common fund and assets. Neither the Board nor the Officers shall have any authority to borrow money. No member of the Board and no Officer shall act as, or be deemed to be, an agent of the members or have authority to incur any obligation beyond the scope of the approved budget.
Article XII -
Amendments to the Bylaws may be submitted in writing to the Board of Directors by any three members in good standing, and may be voted on at any regular member meeting, by a two-thirds vote of the members present and voting, provided that notice of the proposed amendment is posted at least 14 days before the meeting.
Article XIII -
When conducting business and meetings, Roberts Rules of Order Newly Revised in Brief will be observed and applied in the President or other presiding officer’s discretion in all instances in which they are applicable and in which they are not inconsistent with these Bylaws or with the requirements of the state of California.
Article XIV -
Conflicts of Interest
All actions, deliberations, decisions and actions by the Board of Directors, the individual officers, directors, committee chairmen and members of this corporation shall be made in the sole interests of this corporation and for the corporation’s educational and scientific purposes as defined and limited by U.S. Internal Revenue Code §501(c)(3).
Individual officers, directors, committee chairmen and members are prohibited from taking any action to achieve a personal financial benefit or for a third person or other entity, including another nonprofit or for profit organization.
Any officer, director, committee chairman or member shall promptly disclose the existence of any potential conflict of interest and shall recuse himself or herself from being present for discussion or voting on any matter in which they have a material financial interest, or they are an officer or director of another entity that may reasonably be affected by the outcome of the vote.
Article XV -
Distribution of Assets Upon Dissolution
The property of this organization is irrevocably dedicated to charitable purposes and no part of the net income or assets shall be distributed to the benefit of any officer, advisor, member, company or to the personal benefit of any person.
In the event that the Board of Directors votes that the organization should be dissolved, the motion to dissolve will be presented to the membership at a regularly scheduled meeting. At the following regularly scheduled meeting, a vote will be taken on the proposed motion. The motion must be approved by at least 2/3 of the voting members present.
The Board of Directors shall handle the disbursement of all assets of the organization. All net assets can only be donated to another non-profit organization dedicated to amateur radio, which has established its tax-exempt status under Internal Revenue Code section 501(c)(3).
Adopted November 1, 2021