Bylaws of the Austin Amateur Radio Club, Inc.

Article I — Registered Agent and Office

1.01. Office. The Austin Amateur Radio Club, Inc. (hereinafter referred to as the “Club”) shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act.

1.02. Agent. The registered agent shall be a general of the Club or the club may use a registered agent service, if such a service is used, said service will not have any voting rights or interest in the Club. The registered agent may be changed from time to time by the Board of Directors.

1.03. Mailing Address. The Club shall maintain a physical mailing address. Such an address may be, but not limited to, a PO Box via USPS, UPS Store Mailbox, or any similar mailbox service. A member or officer’s personal home address must never be used. All Club officers shall have access to the mailbox.

Article II — Membership and Dues

2.01. Classifications. The Club shall have two (2) classes of membership: general membership and honorary membership.

2.02. General Membership. The general membership shall be open to any person holding a valid FCC issued amateur radio operator license, currently living in Austin, TX or surrounding counties (Travis, Williamson, Burnet, Llano, Blanco, Hays, Caldwell, Lee, or Bastrop), and who is an active member of the American Radio Relay League (“ARRL”).

2.03. Honorary Membership. An honorary membership shall be bestowed upon any person who has substantially contributed to the Club upon election by a majority of the general membership. Honorary membership shall be for life and shall include all rights and privileges of membership. Honorary members may not hold an elected position. No dues shall be required for honorary members.

2.04. Dues. Dues of thirty-six ($36) US Dollars per year shall be paid by each general member. Dues shall be payable on the 1-year anniversary date of their joining date. The board may offer additional tiers of membership if so desired.

2.05. Member Conduct. All members of the Club are expected to conduct themselves in a respectful, ethical, and professional manner at all times during group activities, meetings, and communications. Harassment, discrimination, disruptive behavior, past or present criminal activity, or any actions that negatively impact the safety, integrity, or harmony of the group shall not be tolerated.

2.06. Membership Bans. The Club reserves the right to issue warnings or revoke membership for conduct deemed detrimental to the mission, values, or reputation of the group, subject to a fair and impartial review and two-thirds (⅔) vote by the Board of Directors. If the membership of a member is revoked such member shall be ineligible for membership for a minimum period of five (5) years; with no maximum period. Such a ban must be sent to the member via certified mail, and provide a reason for the ban.

Article III — Meetings of Members

3.01. Annual Meeting. The Club shall hold an annual business meeting in December to elect officers at a time and place selected by the Executive Committee.

3.02. General Meetings. The Club shall hold a general membership meeting, open to all members in Good Standing, or guests, on the second Tuesday of each month except December (unless otherwise agreed to at a previous meeting).

3.03. Annual Meeting. The Annual Meeting shall be held in December at a time and place selected by the Executive Committee. General meetings shall commence at 7:00pm local time (or a time agreed upon by the General Members). This meeting is open to all members plus immediate family to all members in good standing.

3.04. Executive Committee Meetings. The Executive Committee shall meet at least once per quarter. Special meetings may be called by the Chairman or any three (3) members of the Committee with three days’ notice. Notice requirements may be waived by unanimous vote of all Committee members.

3.05. Notice. Any official notices from the Club shall be communicated to members via the current Club website, located at https://austinhams.org, and/or electronic distribution; including but not limited to email distribution. It is the responsibility of all members to register for the Club mailing list.

3.06. Voting. Decisions shall be made by majority vote of a quorum, of all members in good standing. No proxy voting shall be permitted. Voting shall be by show of hands, voice, or in-meeting “virtual indicators”, except for officer elections, which shall be by written ballot.

3.07. Quorum. At least ten percent (10%) of the general voting membership shall constitute a quorum for regular or annual meetings. In the event a regular or annual meeting is held without a quorum present, no official business requiring a quorum shall be conducted at that time.

3.08. Non-Quorum. If a General Meeting does not have a quorum, then notice shall be provided to the membership that the next General Meeting will proceed as a non-quorum voting meeting. At such a meeting, any decisions or actions may be approved by a majority vote of the members present. The decisions made at a non-quorum voting meeting shall be deemed valid and binding. This provision ensures the continued functionality and decision-making ability of the group when quorum cannot be reasonably achieved.

The following actions shall not be approved at a non-quorum meeting:

• Amendments to the Bylaws
• Removal of officers or directors
• Approval of contracts or commitments exceeding an amount set by the Board
• Dissolution of the Club
• Matters requiring legal review under these Bylaws

Article IV — Board of Directors

4.01. General Powers. The affairs of the Club shall be managed by its Board of Directors.

4.02. Number, Qualifications, and Tenure. The Board shall consist of five members: the President, Vice-President, Compliance Officer, Treasurer, and Member-at-large. The President shall also serve as Chairman of the Board of Directors. Directors’ terms shall coincide with their officer terms and terminate when successors are elected.

4.03. Meetings. Board meetings shall be held at the same time and place as Executive Committee meetings. Actions taken at concurrent meetings shall be recorded as Board actions.

4.04. Directors Quorum. Fifty percent (50%) of the Executive Committee shall constitute a quorum.

4.05. Vacancies. Vacancies, except for the Chairman, shall be filled by Board election. The Vice-Chairman shall assume the Chairman role if a vacancy occurs. Should a board member resign, the Board shall appoint a temporary replacement to be in effect until the next election at the Annual Meeting.

4.06. Minimum Board Threshold. The Board of Directors may conduct official business and exercise its authority only when at least three (3) director positions are filled and a quorum of those directors is present. If fewer than three (3) director positions are filled, the Board shall limit its actions to routine administrative matters necessary to maintain the continued operation of the Club and shall not take actions involving contracts, significant financial commitments, bylaw amendments, or other material decisions.

Article V — Officers

5.01. Officers, Election, and Term. Officers shall be elected annually at the general membership meeting and take office at the first meeting of the fiscal year.

5.02. President. The President shall preside over meetings, manage Club affairs, sign legal agreements or financial documents on behalf of the club, and ensure resolutions and orders are carried out. The president shall also serve as Chairman of the Board.

5.03. Vice-President. The Vice-President shall assume the President’s duties in their absence.

5.04. Compliance Officer. The Compliance Officer shall keep meeting minutes, issue notices, maintain records, and keep an address register of members.

5.05. Treasurer. The Treasurer shall manage Club funds, issue receipts, maintain financial records, and prepare required financial reports.

5.06. Member-at-large. The member at large should bring an additional perspective. They participate in voting and committees without a narrowly defined operational role.

5.07. Removal by Members. Officers may be removed by a two-thirds (⅔) vote of the voting membership upon a written petition submitted at least thirty (30) days in advance.

5.08. Removal by Officers. Officers may be removed by other officers only for failing to perform duties or for violations of conduct. Removal of a board member requires an affirmative vote by a majority of board members. The board member subject to removal shall not vote on the matter.

Article VI — Background Check Requirement

6.01. Applicability. Any individual elected, re-elected, appointed, or otherwise serving as a member of the Board of Directors, as a committee chair, or as a member of any committee shall be required to successfully complete a background check as a condition of holding such a position.

6.02. Background Check Process. Background checks shall be conducted annually using a Board-approved background check service, currently CHECKR, or an equivalent service approved by the Board of Directors. The background check must return a determination of “CLEAR” and “ELIGIBLE.” Background checks shall be conducted: (1) Upon election, re-election, or appointment; and (2) Annually thereafter for the duration of service.

6.03. Eligibility Requirement. Receipt of a “CLEAR” and “ELIGIBLE” determination is an eligibility requirement, not a disciplinary action. Any individual who does not receive a “CLEAR” and “ELIGIBLE” determination shall be deemed ineligible to serve in the applicable role. Failure to complete the required background check within ten (10) days of election, re-election, or appointment shall result in automatic removal from the position.

6.04. Finality of Determination. The results of required background checks are final and non-appealable. The Board of Directors shall have no authority to override, waive, or make exceptions to background check eligibility requirements.

6.05. Confidentiality. Background check results shall be treated as confidential. Information obtained through the background check process shall not be disclosed beyond what is necessary to determine eligibility for service. The Club shall not be required to disclose specific reasons, findings, or details related to an individual’s ineligibility.

6.06. Cost of Background Checks. The Club shall pay the cost of background checks required for members of the Board of Directors. All other individuals subject to background check requirements shall reimburse the Club prior to the background check being conducted. Failure to reimburse the Club shall be considered a failure to complete the background check.

Article VII — Committees

7.01. Executive Committee. Composed of the Board of Directors.

7.02. Emergency Committee. At any such time where there is one or more ARES groups operating under the umbrella of the Club, the Emergency Committee shall exist. The Emergency Committee shall be chaired by the current Emergency Coordinator (“EC”), as appointed by the ARES process as defined by the ARRL, if there are multiple ARES groups, the chair will be the member who is the longest serving EC, or otherwise selected by the multiple EC’s. The Club nor the Executive Committee shall have any say in the selection of the EC, and must not attempt to influence the EC selection process.

7.03. Technical Committee. Oversees Club equipment, maintenance, digital assets (such as, but not limited to, Club website and email distribution systems) and inventory. Reports activities at each general meeting. Only members of the committee or Executive committee shall have access to manage said items, with access removed on leaving the position or no longer being a general member.

7.04. Scholarship Committee. Sets any scholarship criteria, and approves or rejects any applicants for any scholarship that is managed by the Club.

7.05. Special Committees. At any time the President may appoint temporary special committees to achieve specific objectives and/or specific outreach, and appoint the committee chair. All committee decisions are subject to Executive Committee review. Any special committee must provide an update at every General Meeting. Once the objective has been completed, the committee shall be dissolved.

Article VIII — Donor Restricted Contributions

8.01. Acceptance of Restricted Gifts. The Club may accept contributions, gifts, grants, or bequests that are restricted by the donor for specific purposes, provided that such purposes are consistent with the Corporation’s mission, Articles of Incorporation, and tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

8.02. Interpretation of Donor Intent. When a donor restriction is stated in general or ambiguous terms (including, but not limited to, references to “educational,” “charitable,” or “programmatic” purposes), the Board of Directors shall interpret the restriction in good faith in a manner that reasonably furthers the donor’s charitable intent and is consistent with the Corporation’s mission and activities.

8.03. Variance Power. If the Board of Directors determines, in good faith, that a donor-imposed restriction on a contribution has become unlawful, impracticable, impossible to fulfill, too burdensome, or inconsistent with the Club’s mission, the Board may modify the restriction to a use that most closely aligns with the donor’s original charitable intent, to the extent permitted by law. Such determination shall be documented in the minutes of the Board and supported by reasonable evidence. The Board may seek advice of legal counsel or a qualified nonprofit accountant prior to exercising variance power.

8.04. Judicial Modification (Cy-près). If the Board determines that modification of a donor restriction cannot be accomplished under its variance power or applicable law, the Club may seek judicial modification of the restriction under the doctrine of cy-près or other applicable legal principles, in order to apply the contribution to a purpose as near as possible to the donor’s original intent.

8.05. No Reversion of Gifts. Under no circumstances shall restricted contributions revert to the donor or the donor’s estate, nor shall they be used for purposes inconsistent with the Club’s tax-exempt status.

Article IX — Fiscal Affairs

9.01. Fiscal Year. The fiscal year begins January 1st and ends December 31st.

9.02. Audits. The Treasurer shall have the Club books audited annually and report findings at the first Board meeting of the next fiscal year. Audits shall be made available to General Members on request within thirty (30) days.

9.03. Club Funds. All funds and properties belong to the Club and must be used as authorized. Club funds must be deposited within a bank account with all Board Members as signatories on the account. Club checks must be dual-signature checks. Signatories must be updated within 15 days of Board Election.

9.04. Club Budget. The Treasurer shall present a budget to the Board within sixty (60) days of the start of each Fiscal Year. The budget shall be presented at the second fiscal meeting for membership approval.

9.05. Disbursements. The Treasurer shall make all disbursements, subject to approval by the Executive Committee for amounts exceeding $100. Valid receipts are required for all disbursements, and approved disbursements with receipts shall be paid within fifteen (15) days.

9.06. President’s Discretionary Fund. The President may use up to $1,000 annually for Club purposes, or for humanitarian aid to any Club member.

9.07. Political Contribution. The Executive Committee may make political contributions to United States politicians or candidates for matters that promote Ham Radio or the Amateur Radio Emergency Service. Any such contributions must follow all current United States laws and regulations regarding political contributions. Any such contributions must be reported at the next General Meeting from when the contribution was made.

9.08. Executive Committee Disbursement Authority. Emergency disbursements may be authorized by the Executive Committee.

9.09. Dissolution. Upon dissolution, remaining assets shall be donated to a recognized non-profit.

Article X — Limitation on Legal Authority

10.01. Legal Authority. No member, officer, committee, or volunteer shall independently interpret, determine, or represent legal, regulatory, contractual, or liability-related matters on behalf of the Club unless expressly authorized by the Board of Directors. All such matters affecting the Club shall be subject to review and determination by the Board of Directors, which should seek independent legal counsel as it deems appropriate.

Article XI — Parliamentary Procedure

11.01. Robert’s Rules of Order. Robert’s Rules of Order shall govern Club procedures unless otherwise specified.

Article XII — Amendments to Bylaws

12.01. Procedure. Bylaws may be amended by majority vote at any regular meeting, with notice given at the prior meeting.

Article XIII — Conflict of Interest

13.01. Conflict of Interest. Any officer, director, or committee member who has a financial, personal, or professional interest in a matter before the Club shall disclose such interest to the Board and shall abstain from discussion and voting on the matter. The existence and resolution of any conflict of interest shall be recorded in the minutes.

Article XIV — Indemnification

14.01. Indemnification. To the fullest extent permitted by Texas law, the Club shall indemnify and hold harmless any current or former director, officer, committee member, or volunteer against expenses, judgments, fines, and amounts paid in settlement arising from actions taken in good faith on behalf of the Club.

Article XV — Contract Authority

15.01. Execution of Contracts. No contract, memorandum of understanding, or binding agreement shall be executed on behalf of the Club unless approved by the Board of Directors. The President or Treasurer may execute such agreements only upon Board authorization.

Article XVI — Records and Inspection

16.01. Records. The Club shall maintain accurate financial, membership, and governance records. Members in good standing may inspect non-confidential records upon reasonable request, subject to privacy and security considerations determined by the Board.