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Constitution
of the
Big Island Amateur Radio Club, Inc.
May 18, 2019


PREAMBLE

We the undersigned, desiring to secure for ourselves the pleasures and benefits of the association of persons commonly interested in Amateur Radio do hereby constitute ourselves the Big Island Amateur Radio Club, Incorporated and do enact this constitution and bylaws as our governing law.


PURPOSE

The purpose of this club, hereafter referred to as the BIARC, is:

  1. to bring together amateur radio operators to secure closer cooperation and coordination of effort;

  2. to develop individual efficiency of amateur radio operators;

  3. to further the interest of amateur radio in the general community;

  4. to secure the benefits of social and educational contacts with members; and

  5. to transact any or all lawful activities for which nonprofit corporations may be incorporated under chapter 415B, Hawai’i revised statutes.

In addition, BIARC purposes include:

  1. promoting the Amateur Radio Service in the community as a source of trained communications volunteers and communications equipment that can be utilized during civil and natural emergencies;

  2. constructing and maintaining communications facilities for the use of the entire amateur radio community during routine and emergency situations;

  3. promoting the Amateur Radio Service as an educational and service-oriented hobby.

In accordance with the Fourth Article of Incorporation, substantially all of the activities of this club are for the above stated purposes and no part of the net earnings of this corporation shall inure to the benefit of any private shareholder, member, or other individual, except that the corporation shall be authorized to make payments and compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Fourth and Fifth Articles of Incorporation.

No substantial part of the activities of the corporation shall be the carrying out of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to 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)(7) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.


ARTICLE I

Membership

SECTION 1 All persons interested in amateur radio shall be eligible for membership upon payment of annual dues.

  1. Full Members: Members who have Amateur Radio Licenses and whose amateur station license address is on Hawai’i Island are designated as Full Members.

    1. Adult Full Members: Full Members 18 years and older are designated as Adult Full Members. Adult Full Members have voting rights and may be elected to the Executive Board.

    2. Youth Full Members: Full Members younger than 18 are designated as Youth Full Members. Youth Full Members have voting rights, but may not be elected to the Executive Board.

  2. Associate Members: Members who do not have Amateur Radio Licenses or whose Amateur
    Radio Station License address is not on Hawai’i Island are designated as Associate Members. Associate Members do not have voting rights and cannot be elected to the Executive Board.

    1. Adult Associate Members: Associate Members 18 years and older are designated as Adult Associate Members.

    2. Youth Associate Members: Associate Members younger than 18 are designated as Youth Associate Members.

Persons interested only in providing financial support to the club may make appropriate donations as non-members.


ARTICLE II

Executive Board

SECTION 1 The Executive Board shall consist of seven Adult Full Members - six elected by the membership and the seventh being the Station Trustee, who is an ex officio voting member of the Executive Board. The remaining Executive Board members shall be elected from the Adult Full Members of the club by secret ballot at the November Semi-Annual Membership Meeting. If there is no quorum at the November Semi-Annual Membership Meeting, the Executive Board may appoint Adult Full Members to fill expired Executive Board positions. The Station Trustee shall be appointed or renewed by the Executive Board annually in January. Elected Executive Board members serve two-year terms beginning January 1. The Station Trustee may continue in that position until he or she resigns or is removed by the Executive Board. Upon implementation of this section, three Executive Board members will be elected for a one-year term and three Executive Board members will be elected for two-year terms. Thereafter all terms will be two-year terms.

Upon the adoption of this constitution, an interim board shall be established which has all of the powers, duties, and responsibilities of the Executive Board until an Executive Board can be elected in accordance with this Section.

SECTION 2 The Executive Board shall select officers from amongst Executive Board members in January. (see Article III). The Station Trustee may not hold any other officer position on the Executive Board. The terms of officers shall be one year.

SECTION 3 The business of the club shall be managed by its Executive Board. Each Executive Board member shall discharge Executive Board duties in good faith and with the diligence and care which an ordinarily prudent person in a like position would exercise under similar circumstances. The Executive Board shall have the power and authority to implement the purposes and goals of the club. These duties shall include, but are not limited to:

  1. Performing all functions defined by other provisions of this Constitution or the Bylaws or by the membership of this club;

  2. Performing all functions required by law and not herein specifically assigned to the members or officers;

  3. Fulfilling other duties as appropriate: establish projects and budgets; evaluate the need for fund raising; authorize expenditures; plan - with the Vice President - club programs and locations; and discuss and prepare for presentation to the membership information relating to significant projects and undertakings of the club.

SECTION 4 The Executive Board shall meet a minimum of once per year in January and at the call of any Executive Board member. The dates, times, and locations of Executive Board meetings shall be publicized to all club members at least three days in advance of the meetings. The frequency of Executive Board meetings shall be consistent with the operational management nature of the Executive Board. The quorum for Executive Board meetings shall be a majority of Executive Board members (four for a full Executive Board).

SECTION 5 The officers of the Executive Board shall be: President, Vice President, Secretary, Treasurer, and Station Trustee.

SECTION 6 An Executive Board vacancy occurring prior to the November Semi-Annual Membership Meeting must be filled by appointment by the Executive Board within three weeks after the vacancy is announced. The term of an appointed Executive Board member is that of the vacated position. Unless the term expires, an appointed Executive Board member must be confirmed by a vote of the membership at the next November Semi-Annual Membership Meeting.

SECTION 7 Members of the Executive Board may be removed by a three fourths vote of the Full Members eligible to vote in attendance at a Membership Meeting as defined in the Bylaws.

SECTION 8 The President shall: (1) preside at all meetings of the Executive Board and meetings of the club membership; (2) conduct meetings according to the rules adopted; (3) enforce due observance of this Constitution and Bylaws; (4) decide all questions of order; (5) sign all official documents that are adopted by the club and none other; (6) appoint committees as appropriate to club activities; and (7) perform all other customary duties pertaining to the office of president.

SECTION 9 The Vice President shall: (1) assume all the duties of the President in the absence of the latter; (2) be the chair of the club Program Committee; and (3) arrange for meeting places for monthly club activities and scheduled meetings of the membership.

SECTION 10 The Secretary shall: (1) keep a record of the proceedings of all Executive Board meetings, Semi-Annual or special meetings of the membership; (2) in cooperation with the Treasurer, keep a roll of members; (3) carry on club correspondence; (4) read communications at meetings; (5) publish written notices in advance of Executive Board meetings and meetings of the membership; (6) maintain all official records of the club; (7) ensure continuing registration of the club with appropriate governmental entities including not-for-profit status, charitable organization status, tax exempt status; (8) maintain the club’s ARRL affiliation; and (9) other duties. Upon succession, the outgoing Secretary shall turn over all club records to the incoming Secretary.

SECTION 11 The Treasurer shall: (1) receive and receipt for all moneys paid to the club; (2) keep an accurate account of all moneys received and expensed; (3) maintain a bank checking account in the club's name; and (4) maintain a listing of significant equipment owned by the club. The Treasurer shall pay no bills without proper authorization by the Executive Board. In November and May, the Treasurer shall submit a written itemized statement of disbursements and receipts to the Executive Board. Upon succession, the outgoing Treasurer shall turn over all club records and moneys to the incoming Treasurer.


ARTICLE III

Meetings

SECTION 1 At meetings of the membership, twenty per cent of the number of Full Members on the last day of the previous February shall constitute a quorum for the transaction of business. Only Full Members who are physically present at meetings shall have the right to vote.

ARTICLE IV

Dues

SECTION 1 The Executive Board may recommend to the membership at any Semi-Annual Membership Meeting or special meeting of the membership such dues or assessments as shall be deemed necessary for the business of the organization within its objectives as set forth in the Preamble and Purpose of this constitution. Such recommendations shall be proposed in the form of an amendment to the Section II of the Bylaws.

Renewing membership dues are payable in December.

ARTICLE V

TVI-RFI and Membership Assistance

SECTION 1 Upon request, the club will provide technical advice to members concerning their equipment design and operation or to assist in assuring clean signals, uniform practice, and absence of spurious radiation from club members’ stations.

ARTICLE VI

Amendments

SECTION 1 This Constitution may be amended by a two-thirds majority of the members in attendance at a Semi-Annual or special meeting of the membership. Proposals for amendments to this Constitution shall be submitted in writing at least one month prior to the meeting at which the vote is to be taken.

SECTION 2 The Bylaws to this Constitution may be amended by a simple majority at any Semi-Annual or special meeting of the membership.

ARTICLE VII

Duration and Dissolution

The duration of the Big Island Amateur Radio Club, Inc. is perpetual. If and when the Big Island Amateur Radio Club, Inc. wishes to dissolve, the assets of the club shall be distributed to a local non-profit organization that falls under the 501(c)(7) code of the IRS.

ARTICLE VIII

Endorsements and Non-Discrimination

The Big Island Amateur Radio Club, Inc. will not endorse any amateur radio product or brand. The Big Island Amateur Radio Club, Inc. does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations.

ARTICLE IX

Rules

SECTION 1 All proceedings of the club shall be governed by the Constitution and Bylaws of the Big Island Amateur Radio Club, Inc. Procedures and issues not defined in the Constitution and Bylaws will be resolved by Robert's Rules of Order Newly Revised, 10th ed. (Cambridge, Mass.: Perseus Publishing, 2000).