Rib Mountain Repeater Association, Inc.
The following By-Laws are a restatement, amending in whole, of the original By-Laws, as amended, adopted April 16, 1972 which are now considered null and void.
The name of the corporation is RIB MOUNTAIN REPEATER ASSOCIATION, INC., hereinafter referred to as RMRA.
The fiscal year of the RMRA shall be from the adjournment of the annual business meeting until the adjournment of the next annual business meeting.
A candidate for membership in the RMRA shall hold a valid FCC issued Amateur Radio operator's license.
(a). A candidate for membership in the RMRA shall pay annual dues based on the RMRA fiscal year in an amount determined by the Board of Directors.
(b). Dues for new members applying for membership the first time may be pro-rated during the year on a quarterly basis.
(c). A spouse and each child qualifying under Section 1 of this Article living in the same household may become members of RMRA by paying dues in the amount of 50 percentum of the amount currently in effect under Section 2(a) of this Article.
(d). A full time student qualifying under Section 1 of this Article may become a member of RMRA by paying dues in the amount of 50 percentum of the amount currently in effect under Section 2(a) of this Article.
(e). All individual memberships shall run concurrently with the RMRA fiscal year. Individuals who have not renewed their membership by the end of the fiscal year shall be considered lapsed until reinstatement is effected by payment of dues.
(f). A lifetime membership in the RMRA may be obtained for the payment of twenty times the annual dues payment, subject to the restriction that the membership shall only be active while the member holds a valid Amateur Radio license as described in Article II Section 1 of these bylaws.
(g). The status of “Honorary Member” may be conferred on any individual regardless of licenses held by the board of directors, or by majority vote of the membership present at any business meeting. An honorary member shall hold no voting rights, nor be eligible to hold office, but shall have all other rights as a member.
Members may vote on all matters requiring approval, may hold any elective office subject to qualification under these By-laws, may participate in all activities and have full and complete use of the RMRA repeater subject only to the limitations imposed by the Board of Directors and the FCC Rules and Regulations.
(a). The annual meeting of the RMRA shall be held on or about the second Saturday of November. The time and place of the annual meeting shall be announced by the President and notices shall be conspicuously posted to the RMRA website and/or mailed at least 15 days prior to the meeting to members of record as of October 10.
(b). Special meetings may be called by the President, or any two Directors. Notice of a special meeting shall be conspicuously posted to the RMRA website, and/or mailed to the members at least ten days before such a meeting.
(c). A minimum of seven members in good standing shall constitute a quorum for the transaction of business at any annual or special meeting. The actions of a majority of the members present at any duly convened meeting shall be the actions of the membership.
BOARD OF DIRECTORS
NUMBER AND POWERS
(a). The number of Directors on the Board shall be five.
(b). The Board of Directors is authorized to conduct the business and to expend monies related and pertinent to and in the best interest of the RMRA but shall not incur any debt.
(c). The Board of Directors will keep the membership apprised of all business conducted and monies spent.
Candidates for the office of Director shall be members n good standing for the upcoming term and have continuous membership with the RMRA during at least two years immediately prior to nomination.
The term of office shall be concurrent with RMRA fiscal year Article I, Section 2. Directors may succeed themselves without limitation.
(a). On or about September 1 of each year the RMRA Secretary shall mail to each member in good standing as of September 1, and/or conspicuously post to the RMRA website, a call for nominations for the Board of Directors. The notice shall request any interested candidate for such nomination to declare himself/herself in writing or via e-mail to the RMRA Secretary prior to October 1.(amended November 10, 2001)
(b). In the event more than five candidates have been declared, on or about October 10 the RMRA Secretary shall mail a ballot to each member in good standing as of October 10 listing the candidates for the Board of Directors. The balloting shall be in such form as to preserve the secrecy of each member's vote and prevent any unauthorized duplication. No ballot shall be provided to any person joining RMRA after the ballots have been mailed. If five or less candidates have been declared, ballots may, but need not be mailed.(amended November 10, 2001)
(c). Ballots may be returned by mail to the RMRA Secretary or delivered directly to the Secretary at the annual meeting.
(d). Upon declaration at the annual meeting by the President that the balloting is closed the Secretary will certify the ballots he/she received and deliver them to the appointed ballot clerks who will forthwith open, tabulate, and announce the results of the voting.
(e). The five candidates receiving the highest number of votes shall be declared elected to the Board of Directors. In the event six or more candidates are elected, due to tie votes in the original balloting, the tie(s) shall be broken by a method mutually agreed upon by the candidates involved.
(f). In the event that five or less than five candidates declare themselves for nomination for the Board of Directors in accordance with subsection (a) above, the declared candidate(s) shall be declared elected and the President shall invite nominations for the remainder of any unfilled board position(s) from the floor at the annual meeting. At the close of such nominations, the members present will thereupon cast their ballots for such nominee(s) of their choice. The nominee(s) receiving the highest number of votes shall be the one(s) declared elected supplemental to the declared candidates under subsection(a) above. (Adopted November 9, 1985, amended November 10, 2001)
Any vacancy occurring in the Board of Directors may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office although less than a quorum.
Any individual Director may be removed from office by an affirmative vote of the remaining Directors with sufficient cause. The vacancy shall be filled as provided in Section 5 of this article.
(a). The annual meeting of the Board of Directors for the election of officers shall be held immediately after the annual RMRA membership meeting.
(b). Special meetings of the Board of Directors shall be held on call of the President or at the request of any two Directors on not less than 48 hours written or oral notice or for a time otherwise concurred by a majority of the Directors.
(c). All meetings of the Board of Directors shall be open to all members of the organization in good standing. At these meetings, non-board members shall be allowed to address the board, but the degree of their participation shall be at the discretion of the board.
A majority of the Directors in office shall constitute a quorum for the transaction of the business and affairs of the RMRA. The actions of the majority of the Directors present at any duly convened meeting shall be the actions of the board.
The Officers of the RMRA shall be: President, Vice President, Secretary, and Treasurer. The offices of Secretary and Treasurer may be held by the same person.
ELECTION AND TERM
The officers of the RMRA shall be elected by the Board of Directors at its organizational meeting held immediately after the annual membership meeting. Each officer shall assume his/her election and shall hold his/her office for a period of one year or until he/she is removed by the vote of the board of directors.
Whenever a vacancy shall occur in any office by reason of death, resignation, or otherwise, that office shall be filed until the next annual election by the affirmative vote of a majority of the Board of Directors then in office.
DUTIES OF OFFICERS
(a). The President shall preside at all meetings of the RMRA membership and its Board of Directors, regular and special. He/She shall conduct all such meetings according to Roberts Rules of Order, Revised, decide all questions of order, sign all official documents, and perform all customary duties pertaining to the Office of President.
(b). i).The Vice-President Shall assume the duties of the President in the absence of the latter.
ii). The Vice-President of RMRA shall serve as Equipment Manager. The Equipment Manager shall be responsible for inventory, location, and distribution of all RMRA properties and supplies not specifically designated as the responsibility of any other officer. (Adopted November 12, 1983)
(c). The Secretary shall keep a record of the proceedings of all meetings, membership and Board of Directors, keep a roll of the members, carry on all correspondence, read communications at meetings, mail notices of meetings in accordance with the provisions of these by-laws, and perform such other duties as are customary with the office of Secretary. He/She shall, at the expiration of his/her term, turn over all records and items belonging to the RMRA to his/her successor.
(d). The Treasurer shall receive and deposit monies paid to the RMRA. He/She shall deposit all such funds without delay in the name of the RMRA in a bank or depository selected by the Board of Directors. He/She shall pay no bills without proper authorization from the Board of Directors. He/She shall give a full report of income and expenses for the fiscal year to the members at the annual membership meeting. He/She shall, at the end of his/her term, turn over all records and items belonging to the RMRA to his/her successor
THE LICENSE TRUSTEE
The License Trustee shall be one member in a good standing of the association for the year of his term, and be of sufficient license grade to ensure the legal operation of all association systems.
The License Trustee shall be chosen by a majority vote of the Board of Directors at their first (organizational) meeting of the year.
The term of the License Trustee shall be for one year and be concurrent with the fiscal year.
The License Trustee may be removed from office by a majority vote of the Board of Directors, or by a two-thirds vote of those members present and voting at any general membership meeting.
The License Trustee shall:
(a). ensure legal operation of the system and operation of the system within association guidelines.
(b). be the license holder of the station license under which all RMRA systems operate, display a copy of his/her license at the repeater site, and provide his/her callsign for all automatic system identification devices. This last provision may be waived by the Board of Directors in the event a special station license is issued by the FCC, or by special exception of the Board.
(c). review all modifications to the system before implementation to ensure compliance with the law.
(d). be knowledgeable in FCC law as related to Amateur Radio, and shall keep abreast of all changes affecting such.
AUTHORITY AND POWERS
The License Trustee shall:
(a). be empowered and equipped to terminate operation of the system or any part thereof upon, in his/her judgement, any violation of the law or RMRA policies.
(b). be empowered to prohibit any modification to the system if, in his/her judgement, such modification would constitute a violation of the law.
(c). Be empowered to issue warnings to any violators of the system in the name of RMRA.
In the event of the absence of the License Trustee, the ranking member of the Board of Directors shall be empowered as Acting License Trustee, with all authority and powers listed above.
These By-Laws may be amended by a two-thirds vote of the members present at any special meeting called for the purpose or at any annual meeting. Proposed amendments to these bylaws shall be shall be submitted to the Secretary no less than 40 calendar days before the general membership meeting where the action on the amendments is to take place. The Secretary shall be responsible for conspicuously posting notice of the amendments on the organization’s website for a period of no less than 30 calendar days immediately prior to the general membership meeting, and/or mail such to each member in good standing no later than 30 calendar days immediately prior to that meeting.
As Amended 5 November 2005
As Amended 16 November 2002
As Amended 10 November 2001
As Amended 22 November 1988