OH-KY-IN AMATEUR RADIO SOCIETY, INC.
CONSTITUTION
ARTICLE I. NAME
A. The name of this organization shall be OH-KY-IN Amateur Radio Society,
Inc.
ARTICLE II. PURPOSES
A. The primary purposes of this organization shall be to operate a non-profit corporation for educational and scientific purposes as follows:
1. To educate and increase the proficiency of its members in the science of radio communication and electronic technology.
2. To provide for dissemination of information among its members concerning scientific advancement and progress in the field of radio communication.
3. To organize and train units of licensed radio amateurs capable of maintaining radio communication as a public service during periods of emergency and other events in the public interest.
4. To encourage and sponsor experimental activities in radio communication and electronics, to the end that skills and experience gained in amateur radio will further the application of electronics to the benefit of the public at large.
5. To promote the elevation of standards of practice and ethics in the conduct of amateur radio communications.
To assist in carrying out these primary purposes, this organization maintains, and intends to continue to maintain, active affiliation with the American Radio Relay League, Inc. of Newington, Connecticut, the national non-profit organization of radio amateurs.
B. The general purposes and powers are to have and exercise all rights and powers conferred on non profit corporations under the laws of the State of Ohio, including the power to contract, rent, buy or sell personal or real property, provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation as stated in Article II.
ARTICLE III. EARNINGS AND ACTIVITIES
A. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other persons except the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Article II hereof.
B. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishment or distribution of statements) on behalf of any candidates for public office.
C. The Corporation shall be required to distribute its income at such time and in such a manner as not to subject the Corporation to tax under section 4942 of the Internal Revenue Code.
D. The Corporation shall not engage in any act of self dealing (as defined in section 4941 (d)), retain any excess business holdings (as defined in section 4943 (c)), make any investments in such manner as to subject the Corporation to tax under section 4944, or make any taxable expenditures (as defined in section 4945 (d)).
E. Notwithstanding any other provisions of those articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any further United States Internal Revenue Law) or by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
ARTICLE IV. HEADQUARTERS
A. The principal business of this Corporation shall be conducted in the county of Hamilton in the State of Ohio.
ARTICLE V. MANAGEMENT
A. The general management of the affairs of this Corporation shall be under the control, supervision, and direction of the Board of Directors.
ARTICLE VI. DISSOLUTION
A. The Corporation may be dissolved by a two-thirds (2/3) vote of the qualified voting membership. Notice of such action shall be submitted in writing to the membership at least 28 days prior to the time of voting.
B. Upon dissolution of the Corporation, the Board of Directors after paying or making provisions for the payment of all the liabilities of the Corporation, shall distribute the remaining assets to the American Radio Relay League, Inc. if it is then in existence and exempt under Section 501 (c) (3) of the Internal Revenue Code; but if it is not then in existence or exempt, to another organization which is organized and operated exclusively for educational and scientific purposes and which has established its tax exempt status under Section 501 (c) (3) of the Internal Revenue Code.
ARTICLE VII. BY-LAWS
A. The qualification of members of this organization, the different classes of membership, if any, the voting and other rights of members, the amount of dues payable, the number of directors and officers and the method of their election and other details of the internal operation of this organization shall be as set forth in the BY-LAWS.
ARTICLE VIII. AMENDMENTS
A. These articles may be amended by a two-thirds (2/3) vote of the qualified voting membership, provided notice of such action shall be given in writing to the membership at least 28 days prior to the time of voting.
OH-KY-IN AMATEUR RADIO SOCIETY, INC. (the “Society”)
CODE OF REGULATIONS (also referred to as BYLAWS)
Adopted April 1, 2025
ARTICLE I. MEMBERSHIP
A. Any person interested in Amateur Radio and who is in sympathy with the purposes of this Society may become a member upon completing an application for membership and payment of any applicable dues; however, an application for membership may be rejected, or the membership of any individual may be terminated, by the Board of Directors if in the opinion of the Board the prospective or continued membership of that individual is not in the best interests of the Society due to prior or continuing violation of F.C.C. rules, disruptive behavior, or other reasonable cause as determined by the Board, whose decisions shall be final.
B. The dues (which may vary depending on categories set by the Board) shall be determined by the Board of Directors from time to time, and shall be payable to the Treasurer during the month of January or at such other time as the Board of Directors may approve. Dues unpaid three months after the due date shall result in automatic termination of membership.
C. Any members qualifying for free membership under categories that may be established by the Board, shall have no voting rights.
ARTICLE II. BOARD OF DIRECTORS
A. Except where authority is otherwise designated under the law, the Articles of Incorporation or these Bylaws, authority over the affairs of this Society shall be exercised by or under the direction of the Board of Directors, which shall consist of three elected Directors serving staggered three-year terms, with one Director being elected each year; together with the four elected officers specified below who serve ex-officio with vote. However, all members of the Board of Directors must be current members of the Society. The annual election of one Director shall be conducted along with the election of officers as provided below.
B. If any Director dies, resigns, is removed, or becomes unable to serve, the vacancy for the unexpired term shall be filled by the remaining Directors, even if the number remaining is less than otherwise required for a quorum.
C. Any Director may be removed from office by majority vote of those members present at a regular or special meeting of the members, provided that notice of the proposed action has been given to the members as provided in Article V.D.
D. The Board shall schedule regular meetings to occur at least bi-monthly. The President, or in the absence of the President the Vice-President, may cancel a meeting if there is no business to conduct. Special meetings may be called by the President or by any three Directors with notice to the Board as provided in Article II.E. Four Directors shall form a quorum for any regular or special meeting of the Board of Directors, and the majority vote of Directors present shall be the action of the Board unless otherwise required by law or these Bylaws. Directors may not vote by proxy but may attend a meeting by telephone conference call, video call or other electronic means which allow all participating Directors to hear each other. The Board may also act by unanimous written consent, and email or other electronic communications may be accepted for that purpose.
E. Notice of regular or special Board meetings (other than regularly-scheduled meetings as established at the beginning of each year) shall be sent to each Director not less than five days prior to such meeting either (1) by first class mail to his or her residence or place of business as listed in the Society’s records or (2) by electronic mail to his or her e-mail address, if one has been furnished for that purpose to the Society. Such notice shall set forth the time and place of such meeting and shall be valid if sent as stated in the preceding sentence, whether or not actually received. Business to be transacted at any regular meeting of the Board shall not be limited to those matters set forth in the notice of meeting. Notice of any meeting of the Board may be waived by the execution of a written waiver of such notice, either before or after the holding of such meeting by any Director. The attendance of any Director at any meeting without protest at the commencement of the meeting shall be deemed to be a waiver of notice of the meeting.
F. Board meetings are open to members, so the date and location of Board meetings (other than confidential meetings as provided below) must be distributed to the membership in advance of each meeting. However, the Board may conduct a confidential special meeting or executive session at a regular meeting to discuss sensitive topics such as actual or potential litigation, contract negotiations, and other legal or personnel matters.
G. Directors (including current officers serving ex-officio) shall not receive any compensation for their service but shall be entitled to reimbursement of authorized expenditures made on behalf of the Society. The Society may purchase directors and officers liability insurance or other reasonable and customary coverages for the benefit of the Directors.
ARTICLE III. OFFICERS AND COMMITTEES
A. The elective officers of this Society shall be a President, Vice President, Treasurer, and Secretary. These officers shall be elected annually at the December meeting by majority vote of the members present and voting. All of the elected officers must be Amateur Radio operators licensed by the Federal Communications Commission.
B. Elected officers of the Society shall serve one year terms (calendar year) and until their successors are elected and take office.
C. The President shall appoint a three-member Nominating Committee and the Nominating Committee shall submit, at the November meeting, names of proposed candidates for each of the four officers and one elected Director. Additional nominations may be made by members from the floor at this meeting.
D. Election of officers from the candidates identified at the November meeting (as the list of candidates may be supplemented by majority vote at the December meeting) shall take place at the December meeting and shall be by majority vote of the members present.
E. The Board may appoint one or more Assistant Vice-Presidents, Assistant Secretaries or Assistant Treasurers or such other officers, having such duties and responsibilities as the Board shall deem advisable. Such non-elected officers need not be Directors and shall serve at the pleasure of the Board.
F. The President may establish or discontinue committees from time to time in his or her discretion, except as specified in this subsection. A financial review committee of three members shall be appointed by the President at the January meeting each year. The records of deposits and expenditures from the Society’s bank accounts shall be reviewed, and a report submitted at the March general membership meeting. A three-person property review committee shall be appointed by the President in January of even-numbered years to review the physical property owned by the Society and present a report no later than the November general membership meeting of the same year. It is recognized that the members of these committees are not professional auditors and they shall not be personally liable for any failure to detect any irregularity that may have occurred.
G. The President shall appoint chairpersons for all committees. Terms for the chairpersons of all committees shall be one year and shall run concurrently with the elected officers, but the President may remove and replace any such chairperson at any time.
ARTICLE IV. DUTIES OF OFFICERS
A. The President shall preside at all meetings of the Society, shall be a member ex-officio of all committees, and shall have all other powers and perform all other duties usually pertaining to the office. The President shall make or cause to be made reports concerning the activities of the Society to the members and to any other relevant recipients such as the American Radio Relay League.
B. The Vice President shall preside in the absence of the President and shall act as aide to the President.
C. The Secretary shall keep an accurate record of all meetings of the Society, and keep a roster of members. The Secretary shall conduct the official correspondence of the Society and be responsible for acquiring information, and maintaining records.
D. The Treasurer shall be custodian of all the funds of the Society, and shall be responsible for the proper deposit of such funds in an FDIC-insured bank or other investment authorized by the Board. The Treasurer shall keep an accurate itemized account of all receipts and expenditures and pay bills as authorized by the Board of Directors. The Treasurer shall render a report at each meeting of the Society. The Treasurer shall be responsible for filing all necessary reports to the State of Ohio and the United States Internal Revenue Service. Such reports shall be filed at such time as stipulated by the various agencies of the above so as not to incur any penalties for late filing.
E. Officers shall not receive any compensation for their service but shall be entitled to reimbursement of authorized expenditures made on behalf of the Society. The Society may purchase directors and officers liability insurance or other reasonable and customary coverages for the benefit of the officers.
ARTICLE V. MEMBERSHIP MEETINGS
A. Regular monthly or bi-monthly meetings of the membership shall be held from January through December. The date of regular meetings for the following calendar year shall be selected by the Board of Directors at its November meeting and published in the Society’s official publication, but such scheduled meeting dates may be changed subsequently by the Board upon giving further notice to the members as provided in Article V.D. The meetings of this Society shall be open to interested persons, but the privilege of making motions, debating or voting shall be limited to dues-paid members of the Society, and the presiding officer may exclude any person who is disruptive or whose presence is otherwise determined to be not in the best interests of the Society. Business to be transacted at any regular meeting of the membership shall not be limited to those matters set forth in the notice of meeting, but shall not include amendment of these Bylaws or removal of any Director unless the proposed actions were set forth in the notice. Members may vote by proxy if a proper written proxy is provided to the Secretary at the meeting.
B. A special membership meeting may be called by the President, or by the Vice President in the President’s absence, at a reasonable time and place, with notice as provided in Article V.D. The notice must state the business to be conducted at the special meeting, and only that business may be conducted at that special meeting.
C. 20% of the Society’s membership may call a special meeting of the membership at a reasonable time and place. The petition calling such a meeting shall be presented to the President, or to the Vice-President in the President’s absence. The petition must state the business to be conducted at the special meeting, and only that business may be conducted at that special meeting. Upon receipt of any such proper petition, notice of the special meeting must be given by the Society to the membership as provided in Article V.D.
D. Notice of regular meetings of members is deemed given when published in the Society’s official publication at least ten days prior to such meeting (and may be published up to a year in advance). Notice of a special meeting of members shall be deemed given if it is announced at a regular meeting of the members at least ten days prior to such special meeting, is published in the Society’s official publication, or is sent by electronic mail to all members who have furnished such an address to the Society (through subscription to the Society’s public email reflector or otherwise), in each case at least ten days prior to such special meeting. Such notice of a special meeting shall set forth the time and place of such meeting and shall be valid if given as stated in the preceding sentence, whether or not actually received. The attendance of any member at any meeting without protest at the commencement of the meeting shall be deemed to be a waiver of notice of the meeting.
E. The rules in ROBERT’S RULES OF ORDER, REVISED, shall govern the Society’s meetings in all cases to which they are applicable unless inconsistent with other provisions of these Bylaws.
ARTICLE VI. OFFICIAL PUBLICATION
A. The official publication of the Society will be called the Q-FIVER, unless a different name is approved by the Board of Directors. It shall be published monthly (with any exceptions approved by the Board of Directors) and distributed to all members in good standing who have furnished an electronic mail address for that purpose. The Editor shall be appointed by the President. It is the responsibility of the Editor to maintain the editorial policy of the publication consistent with the policies and practices of the Society.
ARTICLE VII. AMENDMENTS
A. These Bylaws may be amended at any regular or special meeting by a two-thirds (2/3) vote of the members present and voting.
B. No Bylaw amendment shall be put to a vote at a membership meeting unless notice of the meeting has been given as provided in Article V.D together with the text of the proposed changes in these Bylaws.