Clairemont Repeater Association Bylaws
Adopted March 1998, updated November 18, 2023
Article I: Name
- The name of this Corporation shall be Clairemont Repeater Association, referred to in these Bylaws as “CLARA” or the “Association”.
Article II: Purpose and Aims
- The principal office for the transaction of business of the Corporation is located in Orange County, California.
- The purpose is to provide a non-commercial Amateur Radio Communication Service available for use by and among amateur radio stations solely with a personal aim and without pecuniary or business interests, in conformance with CLARA Bylaws and Procedures.
- The principal aims of CLARA are to provide emergency and public service communications, to improve individual skills in radio operation, to provide a reserve pool of qualified radio operators and technicians, and to promote international goodwill.
Article III: Membership
- Membership may be granted to any person who agrees to abide by the Bylaws and Procedures of CLARA, and holds a valid radio amateur license. Membership shall be by application which shall comply with the governing election to membership.
- Membership Limit - The total number of members shall be limited. When the limit is reached, a waiting list will be established.
Article IV: Fees
- CLARA Membership Fees - The Association, by majority vote of the Board of Directors, may levy upon the general membership such dues, fees, or assessments, as is deemed necessary for the business of the Association. There will be a one-time initiation fee for membership. All fees are non-refundable.
Article V: Privileges
- While in good standing, members shall have the following privileges:
- Each member shall have one vote.
- Any member may hold Elective Office, provided that he/she has been a member for two consecutive years or more prior to nomination.
- Any member may be Chairman of a Committee.
Article VI: Membership Assistance
- The Association, through designated interference, Public Relations and Operating Committees, will provide technical advice to members concerning equipment design and operation to assist in frequency observance, clean signals, uniform practice, and absence of spurious radiation from Association member’s stations. The Association shall also maintain a program to foster and guide public relations.
Article VII: Elected Officers
- The elected officers of this Association shall be: President, First Vice President, Second Vice President, Secretary, Treasurer, and three Members of the Board at Large.
- Each elected officer of the Association shall be elected for a term of one year by a simple majority vote of the members present at the annual election meeting, provided there be a quorum, and shall continue to serve until a successor has been elected. In the event that a quorum is not present at the meeting, the election shall be held at the next subsequent meeting at which a quorum is present.
- Vacancies occurring between elections shall be filled by appointment by a majority vote of the Board of Directors at the first meeting of the Board following a vacancy. The person so selected shall serve for the unfinished term of the vacated office.
- Elected Officers may be recalled from office by a two-thirds majority of members voting at any regular or special meeting at which there is a quorum.
- Officers elected shall be installed prior to adjournment of the meeting at which they have been elected.
- Each officer shall perform all of the duties of the office to which they were elected and shall not delegate any such duty to any other person without the prior expressed approval of the Board of Directors. Even though the delegation of a duty may be approved by the Board of Directors, responsibility must be retained by the officer.
- To qualify for a board office, a member must be in good standing for a minimum of the two consecutive years prior to the close of nominations
Article VIII: Duties of Elected Officers
- The President shall preside at all meetings of this Association and conduct them according to the order of business contained in Robert’s Rules of Order. The president shall enforce due observance of the Articles of Incorporation and the Bylaws, decide all questions of order, sign all official documents adopted by the Association, sign only correspondence approved by the Board of Directors, and perform all other duties pertaining to the office of President.
- The First Vice President shall assume all of the duties of the President in his/her absence. The First Vice President shall be responsible to organize and manage Emergency Coordinators to further Association participation in amateur radio public service, and shall perform such other duties assigned by the Board of Directors.
- The Second Vice President shall assume the duties of the First Vice President in his/her absence, and shall organize and plan activities as approved by the Board of Directors, and shall perform such other duties assigned by the Board of Directors.
- The Secretary shall attest to the signature of the President on all official documents, keep a record of the proceedings of all meetings, cause a roll of members to be kept, carry on required correspondence as directed by the Board of Directors, present communications at each meeting, and assure that meeting notices are provided to each member, and shall perform such other duties assigned by the Board of Directors.
- The Treasurer shall receive, deposit, and issue a receipt for all monies paid to the Association, keep an accurate account of all monies received and expended, pay no bill without proper authorization by the Board of Directors, present a Treasurer's report of income, expenses, and current bank balance(s) at every regular association meeting and Board of Directors meeting. Upon written request from any member, produce a copy of any specific financial record of the association. They shall annually furnish all records to the Audit Committee. The Treasurer shall not be relieved of the responsibility until the annual audit is approved by the Association, and shall perform such other duties assigned by the Board of Directors.
- Members at Large are to act as ombudsman for Members of the Association, and shall perform such other duties assigned by the Board of Directors.
- Upon the expiration of his/her term of office, every officer shall deliver to his/her successor all records and property of the association pertaining to that office, forthwith, but not to exceed seven calendar days.
Article IX: Structure of the Board of Directors
- The Trustee is a permanently appointed officer by the Board of Directors as a voting member of the Board. The Trustee may be removed from office after a majority vote of the Board of Directors followed by a two-thirds majority of those voting members present at any regular or special meeting at which there is a quorum, and for which written notice of cause of removal has been provided to the membership, and the Trustee, to be removed, thirty days in advance.
- Elected officers are elected annually as set forth in Article VII, consisting of President, First Vice President, Second Vice President, Secretary, Treasurer, and Three Members at Large.
Article X: Meetings
- All meetings will be planned and conducted by the President with special meetings called as deemed necessary. The secretary shall ascertain whether there is a quorum present at the meetings as required. Robert’s Rules of Order shall govern the order of business of all meetings other than on-the-air nets.
- Meetings are as follows:
- Board Meetings - Held at least quarterly to conduct any CLARA business. The Board meetings will be conducted by the President. A Board meeting quorum is defined as one half or more of the Officers of the Association.
- Regular Meetings - Held on the third Saturday morning of each odd month at a site selected by the President. A Regular Meeting quorum is defined as twenty percent or more of the membership.
- Net Broadcast - Held regularly on the Association repeater and conducted by the President or his/her appointee.
- Special meetings - Called as necessary by the President to conduct only the business and under the conditions set forth in the written notice provided to all members. A special meeting quorum is defined as twenty percent or more of the membership.
Article XI: Termination of Membership
- Membership may be terminated for:
- Non-Payment of dues and/or assessments when due.
- Violation of FCC rules.
- Use of foul or offensive language on the repeaters.
- Violation of CLARA Bylaws and Operating Procedures
- A complaint, specifying the cause for termination shall be sent by registered mail to the member proposed to be terminated. A hearing before the Board of Directors shall be held at the next regularly scheduled meeting of the Board. The member proposed to be terminated shall be afforded an opportunity to respond to the complaint and may offer any and all evidence and testimony in his/her defense as he/she may have.
- If the Board of Directors, by a two-thirds majority vote of the Board, shall determine that termination of the membership is proper, the member shall be so notified in writing by a receipt confirmed communication (email, registered mail, or the like).
- If, within thirty days of the notice of termination the Member may request in writing, a Review Board consisting of the five members selected by lot of those wishing to serve on the review Board who volunteer at the next regular meeting, shall be constituted. The Review Board shall elect a Chairman to preside over its deliberations. The Board of Directors shall prepare a specification setting out the violation or violations of which the member has been charged and the names of all witnesses and the evidence to be presented to the Review Board, copies of which must be furnished to the charged member at least 20 days prior to the Review Board hearing, The charged member must submit his/her list of witnesses and evidence to the Review Board at least 10 days prior to the hearing.
- If the Review Board, by a majority vote, sustains the charges against the member, the member is terminated as of the date of the notice of termination by the Board of Directors. If the termination is not sustained the same charges may not be brought against the member again on the same incident or incidents.
Article XII: Amendments
- Changes to these Bylaws shall be approved by a two-thirds vote of the total membership. Each member has one vote. Proposals for amendments shall be submitted to the members in writing at least 30 days prior to the next meeting and shall be voted on at that meeting. Signed and dated absentee ballots will be permitted. In the event of multiple ballots from any member, the latest dated vote will be counted.
Article XIII: Procedures
- These Bylaws shall be further implemented by operating procedures which shall not be in conflict with these Bylaws. Said operating procedures shall be adopted by the Board of Directors and ratified by a two-thirds vote of members present at any meeting at which a quorum of members is present providing a notice of such action is given to all members in advance.
Article XIV: Conflict with Law
- Should any of these Bylaws be in conflict with local, state or federal statutes, the Board of Directors shall modify the conflicting Bylaw in a way which resolves the conflict and maintains, to the greatest extent possible, the original intent of the conflicting Bylaw. The modified Bylaw shall be approved by a two-thirds of the members present at a regular or special meeting, for which written notice has been given to all members.
Article XV: Dissolution
- The property of this corporation is irrevocably dedicated to Charitable purposes and no part of the net income or assets of this organization shall ever inure or benefit of any director or officer or member of this corporation, or to the benefit of any private individual.
- Upon the dissolution of this Corporation and after paying or adequately providing for the debts and obligations of the Corporation the remaining assets shall be distributed to a non-profit fund, foundation, or corporation, selected by majority vote of the Board of Directors, which is organized and operated exclusively for charitable purpose and which has established its tax-exempt status under section 501(c) (7A) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law).
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