INDIANA RADIO CLUB COUNCIL

CONSTITUTION
 

ARTICLE 1 -- Name

The name of this not-for-profit association shall be the "Indiana Radio Club Council", hereinafter referred to as “Council”.
 
  ARTICLE 2 -- Purposes
 

The purposes of the Council shall be as follows:

•  To lend such aid as is possible in developing the amateur radio clubs and associations in the state of Indiana along progressive lines.
•  To promote friendly cooperation among all amateur radio clubs and associations in the state of Indiana and between this and other councils of adjacent areas.
•  To take general interest in all matters and problems affecting or involving amateur radio and take such actions as may be deemed appropriate.
•  To provide a means through which members of affiliated clubs and associations may present a united front on matters of interest to them.
•  To promote those statewide activities which are approved by the membership and are not in conflict with the stated purposes of the Council.
•  To undertake all activities that may be undertaken by a social club qualifying for exemption under Section 501(C)(7) of the Internal Revenue Code; and to undertake all activities that may be undertaken by an organization organized for educational or scientific purposes and qualifying for exemption pursuant to Section 501(C)(3) of the Internal Revenue Code.

ARTICLE 3 -- Membership
  Section 1.  Club Membership -- Any amateur radio club or association, hereinafter referred to as “Club”, shall be eligible for membership in the council, provided it meets all of the following criteria:

•  The membership of the Club shall be composed of persons having an interest in Amateur Radio; at least three (3) of the members must be licensed amateur radio operators.
•  The Club shall hold regular meetings within the state of Indiana.
•  The Club shall not be controlled or managed by commercial interests.

A Club applying for membership shall make written application for membership and submit one year's dues to the secretary of the Council.

The secretary of the Council shall accept the application of any Club and forward the dues to the treasurer of the Council provided that the application is found to be in order and the Club is found to be eligible for membership as specified above.  However, if the Club has had its membership previously revoked in accordance with the provisions of Article 1, Section 6, the application must be approved by either the Council or the Board of Directors before it may be accepted.

Section 2.  Designated Membership -- The following persons shall be designated to be members of the Council by virtue of the office held:

•  The duly elected ARRL Section Manager of the Indiana Section.
•  The duly appointed ARRL Section Emergency Coordinator of the Indiana Section.
•  Two (2) representatives appointed by the Indiana Repeater Council.

Section 3.  Associate Membership -- Any licensed amateur radio operator may become an associate member by applying in writing to the Council and paying dues as determined by the Council.

Section 4.  Voting Rights -- A Club shall designate a minimum of two (2) and a maximum of four (4) delegates empowered to act on behalf of the Club at all Council meetings.  Such delegates shall be licensed amateur radio operators.  The secretary of each member Club shall provide to the secretary of the Council credentials listing the delegates of the Club.  Such credentials shall be delivered to the secretary of the Council and kept on file until changed or revoked by the issuing Club.  Listing the delegates on the Council Membership/Renewal Form constitutes valid credentials.

The number of votes to which each member is entitled is determined as follows:

•  Each Club in good standing shall be entitled to one (1) vote for each twenty-five (25) members or fraction thereof.  In determining the number of votes to which a Club is entitled, only those members of the Club who have the right to vote in the Club may be counted in the Club membership.  The secretary of each Club shall certify the current number of members at the time that the annual Council dues are paid. This number shall be used to determine voting eligibility for the duration of that membership year.
•  Each designated member shall be entitled to one (1) vote.
•  Associate members shall not be entitled to vote.

The term “voting member” shall refer to any Club or designated member of the Council that is currently in good standing.  A Club is considered to be in good standing if it has paid the prescribed dues for the current calendar year.

In the event that the delegates from a Club do not agree on a matter being voted upon, and in the absence of specific instructions from their respective Clubs, the number of votes they collectively represent shall be equally apportioned among them.

Section 5.  Voluntary Termination of Membership -- Any Club or individual shall have the right to withdraw from the Council upon notification in writing to the Secretary of the Council of such action.

Section 6.  Revocation of Membership -- The membership of any Club or individual in the Council may be revoked for good cause. Before the membership of any Club or individual is revoked, the justification shall be discussed at a regular or special meeting of the Council.  The vote shall then be deferred until the next regular or special meeting. Notice of such action shall be sent to all voting members of the Council at least fourteen (14) days prior to the meeting. The Club or individual being considered for revocation of membership shall be invited to attend any and all meetings where the proposed revocation is to be discussed and shall be allowed to enter into the discussion. In the case of a Club, such invitation shall be extended to both the president and the secretary of the Club.  A two-thirds majority of all votes cast shall be necessary to terminate the membership of the Club or individual.

Section 7.  Rights of Former Members -- Upon expulsion or voluntary withdrawal from the Council, a Club or individual forfeits their right to membership and any other interest in the funds and/or properties of the Council.
 
 

ARTICLE 4 -- Officers
  Section 1.  The officers of the Council shall consist of a Chairman, Vice-Chairman, Secretary, Treasurer, and six (6) Directors. Said officers, at the time of their election, must be a delegate from their affiliated Club and will hold office for a period of two (2) years, except that Directors shall be elected for a period of four (4) years.

Section 2.  At the first election held after the adoption of this constitution, six (6) Directors shall be elected.  The three candidates receiving the greatest number of votes shall serve a term of four (4) years. The next three candidates shall be elected to serve a term of two (2) years. Thereafter, three (3) Directors shall be elected for four-year terms at each election.

Section 3.  All Officers and Directors shall take office immediately following the close of the meeting at which they were elected.

Section 4.  In event of a vacancy in the office of Chairman, the Vice-Chairman shall assume all duties of Chairman.  The office of Vice-Chairman shall then be filled in accordance with the procedure in Section 5. 

Section 5.  In the event of a vacancy in the offices of Vice-Chairman, Secretary, or Treasurer, an eligible individual shall be appointed by the Chairman to fill the vacancy on a temporary basis.  This appointment shall be confirmed by a majority vote of the Board of Directors at the next meeting of the Board.  At the discretion of the Chairman, this confirmation may be accomplished by mail or by an electronic means such as e-mail.  The vacancy shall then be permanently filled for the remainder of the un-expired term by a special election held at the next meeting of the Council.  If there are no other candidates nominated for the office, this election may simply be a vote to endorse the person currently filling the office.

Section 6.  In the event that one of the Directors is not able to complete their term of office, the vacancy shall be filled by a special election held at the next meeting of the Council.
 
  ARTICLE 5 -- Dues
  Each member, Club, designated or associate, shall pay dues as specified by the Council on or before the last day of January of each year.
 
 
ARTICLE 6 -- Amendments
 

This constitution may be amended in accordance with the following procedure:

•  Proposed amendments shall be submitted in writing at any regular or special meeting of the Council to be voted on at the next following regular or special meeting of the Council.  Alternatively, such proposed amendments may be delivered to the Secretary by electronic mail for submission at the next regular or special meeting of the Council.
•  Notices of the proposed amendments shall be sent in writing to each voting member of the Council. The notice shall include the date, time, and place of the meeting at which such amendments shall be voted upon. Not less than thirty (30) days notice must be given of such meeting to each voting member.
•  A two-thirds majority of the total number of votes represented at the meeting shall be necessary to amend this Constitution.

ARTICLE 7 -- Governing Board
  Between meetings of the Council, the affairs of the Council shall be governed by a Board of Directors consisting of the Chairman, Vice-Chairman, Secretary, Treasurer, and six (6) Directors.
 
 

ARTICLE 8 – Miscellaneous Provisions
 

The following provisions shall apply to all actions by the Council:

•  This Council shall not interfere with the internal affairs of any Club.
•  The term majority, as used in this Constitution and By-Laws, shall be defined as more than half.
•  Business may be transacted by mail or by electronic mail in lieu of a special meeting if deemed advisable by the Chairman.
•  No part of the net earnings of the Council shall inure to the benefit of, or be distributed to, its members, Clubs, Officers, Directors, or other private persons except that the Council shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in Article 2 herein. Notwithstanding any other provision of this Constitution and By-Laws, the Council shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(C)(3) of the Internal Revenue Code of 1974 or by Section 501(C)(7) of the Internal Revenue Code of 1974 or by any corresponding provisions of future United States Internal Revenue Law.

ARTICLE 9 – Dissolution
 

Upon the dissolution of the Council, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Council, dispose of all the assets of the Council exclusively for the purposes of the Council as set forth in Article 2.  The Board of Directors shall determine the manner in which such assets are disposed of and to whom.  However, such disposition shall be made only to another organization or organizations which have been organized and operated exclusively for educational, scientific, and social purposes and which qualify as exempt organizations under Section 501(C)(3) or Section 501(C)(7) of the Internal Revenue Code of 1974 or the corresponding provision of any future United States Internal Revenue Regulations.
 

INDIANA RADIO CLUB COUNCIL

BY-LAWS
 

ARTICLE 1 -- Dues

Section 1.  Each member club and associate member shall pay dues to the Council on or before the last day of January of each year.
Section 2.  Designated members shall not pay dues.
Section 3.  The amount of dues for each type of membership shall be determined by the Board and approved by the Council.
Section 4.  During the month of December, the Secretary shall notify each Club member and each Associate member of any dues which are payable the following January. 
 

ARTICLE 2 -- Order of Business

At all meetings of this Council, the order of business shall be as follows:

1. Roll Call
2. Approval of minutes of the previous meeting
3. Officers Reports
4. Reports of Standing Committees
5. Reports of Special Committees
6. Unfinished Business
7. New Business

This order of business may be suspended upon a majority of the votes represented at the meeting in question.
 

ARTICLE 3 -- Meetings

Section 1.  All meetings shall be held within the boundaries of the state of Indiana.
Section 2.  Semi-annual meetings shall be held during the month of April and during the month of October.  In no case shall a regular meeting be held on a date in conflict with either Easter or the ARRL Simulated Emergency Test.
Section 3.  Special meetings may be called by the Chairman or at the request of three (3) member Clubs.
Section 4.  For each regular or special meeting of the Council, a meeting notice shall be sent by the Secretary to each Club Member, Designated Member, and Associate Member of the Council.  This notice may be sent by mail or by electronic mail, but must be sent not later than 30 days prior to the meeting. 
Section 5.  For each regular or special meeting of the Council, a quorum shall consist of representatives of five member Clubs.
 

ARTICLE 4 -- Delegates

The Secretary of each member Club shall notify the Council Secretary of the names, call signs, addresses, telephone numbers, and e-mail addresses of duly authorized Delegates.  Such notification shall be made at the following times:

•  Upon application for membership in the Council
•  Upon payment of annual dues
•  Whenever any change occurs in the delegates or their contact information.
•  At any other time when requested by the Council.

ARTICLE 5 -- Election of Officers

Section 1.  In election years, nominations for officers and directors may be made by mail at least thirty (30) days prior to the October semi-annual meeting. Additional nominations may be made from the floor at the meeting. All nominees must be certified by the Council Officers to be eligible to hold office. Any person may be nomin-ated for more than one office, but may be elected to only one office at any given election. (see Section 6.)
Section 2.  Announcement of the complete slate nominated as specified in Section 1 of this Article shall be included in the Minutes of the meeting. 
Section 3.  Election of officers shall be by secret ballot at the semi-annual election meeting in October from among those nominated in accordance with the procedures specified above. 
Section 4.  A majority of the total number of votes represented at said meeting shall be necessary to elect.  In the event that no candidate receives a majority of the votes cast, a run-off ballot shall be held between the two (2) candidates who received the greatest number of votes.
Section 5.  No person shall be eligible to hold more than one office simultaneously.
 

ARTICLE 7 -- Chairman and Vice-Chairman

Section 1.  The Chairman shall preside at all meetings.  In the absence of the Chairman, the Vice-Chairman shall preside.  In the absence of both the Chairman and Vice-Chairman, the presiding officer shall be chosen from the Delegates present.
Section 2.  The Chairman shall be a member ex-officio of all committees.
Section 3.  The Vice-Chairman shall be the Chairman of the Membership Committee. 
 

ARTICLE 8  -- Secretary

Section 1.  The Secretary shall conduct all correspondence, keep records of all meetings, prepare and distribute minutes of all meetings, issue notices, keep the roll of Delegates, furnish information to Delegates as requested, and discharge such other duties as belong to the office or as may be assigned by the Chairman.
 Section 2.  The Secretary shall keep and file all applications for membership and advise new members by mail, e-mail, newsletter, or by posting on the official Council web site when accepted for membership in the Indiana Radio Club Council. 
 

ARTICLE 9 -- Treasurer

Section 1.  The Treasurer shall receive all monies, give receipt for same, and disburse all monies in accordance with the rules adopted by the Council.
Section 2.  The Treasurer's accounts shall be audited by an auditing committee consisting of three (3) Delegates appointed by the Chairman. 
Section 3.  The annual audit shall be accomplished prior to the April semi-annual meeting each year.  The report of the Audit Committee shall be presented to the membership at the April meeting.
 

ARTICLE 10 -- Board of Directors
 

Section 1.  There shall be ten (10) members of the Board of Directors consisting of the Council Chairman, Vice-Chairman, Secretary, Treasurer, and the six (6) Directors. The Council Chairman shall serve as Chairman of the Board.
Section 2.  The Board shall be empowered to conduct all business of the Council between regularly scheduled meetings. Any action by the Board may be modified by the Council as a whole. 
 
 

ARTICLE 11 -- Committees
 

Section 1.  Upon assuming the duties of office, and annually thereafter, the Chairman shall appoint a Membership Committee and an Activities Committee.  The Chairman shall designate one member of the Activities Committee to serve as Chairman.
Section 2.  The Chairman shall appoint such special committees as may be deemed necessary from time to time.
Section 3. Committees appointed under Sections 1 and 2 of this Article shall function until the next October semi-annual meeting unless otherwise designated.
 

ARTICLE 12 -- Funds

Section 1.  Any portion of the funds of the Council may be set aside for particular purposes other than ordinary Council operating expenses.  Any funds so set aside may be appropriated or used only by a two-thirds vote of the total votes represented by the Council at any meeting.
Section 2.  Assessments may be made against affiliated Clubs not to exceed an amount specified by a vote of the full Council. 
 

ARTICLE 13 -- Amendments

Section 1.  Proposed amendment(s) to these By-Laws shall be submitted in writing to the Secretary at least thirty-five (35) days prior to any meeting of the Council.
Section 2.  The Secretary to notify all voting members at least thirty (30) days prior to the next meeting of the Council.  Such notification shall include the full text of the proposed amendment(s), who proposed the amendment(s) and what Club they represent, and the date, time, and location of the meeting at which a vote will be taken on the amendment(s).
Section 3.  A two-thirds majority of the total number of votes cast shall be necessary to amend these By-Laws.
 

ARTICLE 14 -- Miscellaneous Provisions

Section 1.  An annual award shall be made to "Indiana's Outstanding Amateur", under regulations set up by this Council. The presentation of this award shall be made at an appropriate ceremony at a time and place designated by the Council..
Section 2.  All parliamentary procedures not specified within this Constitution and By-Laws shall be in accordance with "Roberts Rules of Order”.
Section 3.  Any material for publication pertaining to this Council and dealing with matters of policy or editorial comment shall be approved in writing or by electronic mail by the Chairman before publication.