BARC By-Laws April 3, 2003 Proposed Changes Submitted by the By-laws Committee

BARC By-LawsBARC By-Laws

April 3, 2003

Proposed Changes Submitted by the By-laws Committee

April 3, 2003 2

By-Laws CommitteeBy-Laws Committee

Appointed by the President in Third Quarter 2002

Members– Ken Adkisson, WB4FAY – Chair– Ron Arant, N4PHP– Dave Cisco, W4AXL– Ellis Dobbins, K4LI– MaryAnne Freeman, KE4PQI

April 3, 2003 3

By-Laws Committee ChargeBy-Laws Committee Charge Review the Current By-laws and Propose Changes

to Accomplish the Following:– Handle Inconsistencies Between Current BARC By-

laws and Current Operation– Fill in Voids in Current By-laws Where Appropriate– Provide BARC With the Framework to Move to “the

Next Level”– Provide BARC with documentation to facilitate

obtaining IRS approval of 501(c)3 designation Over 150 hours invested in review, research and

discussion of the by-laws

April 3, 2003 4

By-Laws Committee By-Laws Committee RecommendationRecommendation

The By-Laws Committee by unanimous vote, submits to the BARC Board of Directors, Officers and the membership at large the attached recommended By-Laws changes for consideration.

The By-Laws Committee further recommends that these changes be adopted by the membership per the procedure as specified in Article XII of the current By-Laws.

April 3, 2003 5

Summary of UpdatesSummary of Updates

Changes– Reorganized for readability– Updated for clarity without changing meaning– Updated to match common practice for non-

profit service organizationsAdds

– Table of Contents and Index– Items to address voids in the current by-laws

April 3, 2003 6

Article I: OrganizationArticle I: Organization

Added statement of the specific purpose of BARC in paragraph 1.2.– Previously, the By-Laws simply referenced the

Articles of Incorporation

Minor rewording for clarity

April 3, 2003 7

Article II: MembershipArticle II: Membership

Added the Open Membership Policy– Membership in BARC is open to all who are eligible

without regard to …

Added Life Member status– Minimum of 70 years old and has remained a member

in good standing for a minimum of 5 consecutive years. (pays no dues)

Added Senior Member status– Minimum of 65 years old (pays reduced dues)

April 3, 2003 8

Article II: MembershipArticle II: Membership

Added Family Membership status– Member of same household as a Regular

member. (receives no newsletter and pays reduced dues)

April 3, 2003 9

Article III: Voting ClassificationArticle III: Voting Classification

Article added for clarityConsistent with current by-laws and

practiceAll members are voting members except

those in the Associate and Honorary membership classifications

April 3, 2003 10

Article IV: DuesArticle IV: Dues

No basic changes with current practiceReduced rates shall be assessed for

members in the Senior, Student or Family classifications

Life and Honorary members pay no duesThe Board of Directors may waive dues for

any member at their discretion.

April 3, 2003 11

Article V: Fiscal YearArticle V: Fiscal Year

Added simple statement that the BARC fiscal year shall be January 1 through December 31.

April 3, 2003 12

Article VI - ElectionsArticle VI - Elections

No basic changes made from current election process

Specified time line for election processList of candidates and notice of election

shall be distributed via US Mail and must be post-marked at least seven days prior to the date of the election.

April 3, 2003 13

Article VII: OfficersArticle VII: Officers

The officers positions changed to:– President– Vice President– Secretary– Treasurer

Other previous officer positions changed to committee chairpersons– Programs, Publication, Emergency Service, Public

Relations

April 3, 2003 14

Article VIII: Board of DirectorsArticle VIII: Board of Directors

Composition changed– President– Vice President– Five other members from the membership at-

large– Past President is not automatically a member

but “shall be automatically nominated for one the the five …”

April 3, 2003 15

Article VIII: Board of DirectorsArticle VIII: Board of Directors

Board meetings shall be open to all members except when discussing items related Articles XXIII and XXIV.

Board Vacancy: The remaining members of the Board of Directors shall select a member of the Club who is not already an officer of the Club to serve in the seat until the next election.

April 3, 2003 16

Article IX: Officer or Elected Article IX: Officer or Elected Board Member VacancyBoard Member Vacancy

Office of President filled by Vice President if the president’s office becomes vacant

All other positions filled by any eligible club member voted upon by the remaining Board of Directors.

April 3, 2003 17

Article X: Duties of OfficersArticle X: Duties of Officers

President: basically the same as current President

Vice President: basically same as current First Vise President

Secretary: basically the same as current Secretary

Treasurer: basically the same as current Treasurer

April 3, 2003 18

Article XI: Standing Article XI: Standing CommitteesCommittees

Birmingham Amateur Radio Emergency Service (BARES)– Chaired by Director of Emergency Comm.

Birminghamfest– Chair appointed by President– Other committee members approved by Board of

Directors Club Equipment (new committee)

– Responsible for all club equipment Tracking, logging, storage, loan, …

April 3, 2003 19


Field Day: No basic changes Historical (new)

– Chair serves as Club Historian– Responsible for management of all activities dealing

with the safe and proper handling, retention, and storage of all records deemed valuable to the club.

Long Range Planning: No basic changes Program (new)

– Responsible for club programs

April 3, 2003 20


Public Service (new)– Responsible for all activities where the the Club

provides communication support to any organization

Public Relations (new)– Responsible for public relations and publicity

of BARC and BARES

April 3, 2003 21


Publication (new)– Responsible for publication of the monthly

newsletter, annual roster and other club publications that may be issued.

Repeater– Basically the same except single committee

responsible for all club repeaters

April 3, 2003 22


Station Activities: No basic changesTraining and Education: No basic changes

April 3, 2003 23

Article XII: Interim CommitteesArticle XII: Interim Committees

Nominating: No basic changesBy-Laws (new)

– Appointed annually to review the by-laws and make recommendations for changes

Citizenship Award: No basic changes“Other Interim Committees”

– Appointed as necessary by the President

April 3, 2003 24

Article XIII: Club RecordsArticle XIII: Club Records

New Article specifying the “safeguarding and storage in a manner appropriate to and befitting their importance, status and value.”

April 3, 2003 25

Article XIV: Citizenship AwardArticle XIV: Citizenship Award

The award is presented annually to a licensed amateur in the State of Alabama

The award is presented annually to a licensed amateur in the State of Alabama who has demonstrated a commitment to and contribution to amateur radio.

Recipient is selected by the Citizenship Award Committee

April 3, 2003 26

Article XV: ReviewsArticle XV: Reviews

New Article which specifies annual financial and equipment/asset reviews

Financial– Clubs books reviewed annual at the end of the fiscal

year by an independent CPA Independent: not a BARC member and not family member of

a BARC member

Equipment– Annual review and physical inventory of all club

equipment and assets

April 3, 2003 27

Article XVI: Budgets, Article XVI: Budgets, Modifications, and ExpendituresModifications, and ExpendituresBudget

– The budget year runs with the fiscal year – not with the term of officers

– The budget shall be presented to the club membership for approval in September

Modifications to the Budget– The club membership shall vote on all budget

modifications

April 3, 2003 28

Article XVI: Budgets, Article XVI: Budgets, Modifications, and ExpendituresModifications, and ExpendituresExpenditures

– Normal expenditures within the approved budget handled by Treasurer as is currently done

– Procedures for emergency expenditures that may be required from time to time to preserve the Club’s property or for public service required as a result of a disaster

April 3, 2003 29

Article XVII: QuorumsArticle XVII: Quorums

Board Meetings– Quorum consists of at least five members

present

Regularly Scheduled Club Meeting– Quorum consists of the voting members present

April 3, 2003 30

Article XVIII: Loan of Club Article XVIII: Loan of Club EquipmentEquipment

Specifies the designation of which club equipment is eligible and in-eligible for loan.

Defines the management of club equipment which is available for loan.

April 3, 2003 31

Article XIX: Club License Article XIX: Club License TrusteeTrustee

New Article defining qualification of the club trustee(s).

Designates that the trustee(s) shall be ex-officio members of the Repeater and Station Activities Committees

Defines the Trustee selection process

April 3, 2003 32

Article XX: Non-Profit Article XX: Non-Profit CorporationCorporation

Specifies that BARC is a non-profit corporation

BARC will make NO loans to directors, officers or members

No director, officer or member will hold any rights to the assets of BARC.

April 3, 2003 33

Article XXI: Borrowing Monies Article XXI: Borrowing Monies and Pledging Assetsand Pledging Assets

Borrowing of money and/or pledging of club assets must be recommended by a majority of the Board of Directors and also approved by a two-thirds vote of the membership

Must be executed by the President and one other officer

April 3, 2003 34

Article XXII: Dissolution of the Article XXII: Dissolution of the ClubClub

We hope this Article is never needed …Defines the disposition of club assets in the

event dissolution– Assets will be transferred to another 501(c)(3)

entity as specified in the IRS code

This is a requirement for BARC obtaining 501(c)(3) designation in the future.

April 3, 2003 35

Article XXIII: Removal From Article XXIII: Removal From OfficeOffice

We hope this Article is never needed …Specifies the causes for removal from an

elected officeDefines the strict procedures and safeguards

by which someone is removed.

April 3, 2003 36

Article XXIV: Expulsion From Article XXIV: Expulsion From MembershipMembership

We hope this Article is never needed …Defines the reasons and process for

expulsion of a BARC memberSomeone will have to have had an

enforcement action taken by the FCC against the member, or

Violated published practices and procedures of the club

April 3, 2003 37

Article XXV: BondingArticle XXV: Bonding

New Article specifying that BARC shall purchase bond for:– All club officers– All Board of Directors members– All members of committees which control any

monies, property, equipment or other assets belonging to the club

April 3, 2003 38

Article XXVI: ExculpationArticle XXVI: Exculpation

New Article specifying that all officers, directors, and trustees shall be immune from suit and not subject to civil liability arising from the conduct of affairs of BARC except such willful or wanton misconduct or fraud, or gross negligence.

April 3, 2003 39

Article XXVII: IndemnificationArticle XXVII: Indemnification

New Article specifying that BARC shall indemnify an officer, board member, trustee or agent of BARC.

The Board may purchase and maintain insurance to indemnify it against any portion of the liability assumed in this Article.

April 3, 2003 40

Article XXVIII: Parliamentary Article XXVIII: Parliamentary AuthorityAuthority

No changes madeRobert’s Rules of Order Revised shall

govern in all cases in which they are NOT inconsistent with these by-laws.

April 3, 2003 41

Article XXIX: Amendments to Article XXIX: Amendments to the By-Lawsthe By-Laws

Now specifies that any member may submit a written proposal for changes with the signature of five voting members

The Board reviews any proposed change and recommends adoption or rejection

The proposal is presented the the membership Written notification is made to the membership

prior to vote and a two-thirds majority is required for approval

April 3, 2003 42

Next StepsNext Steps

DiscussionPublication of proposed amendmentsVote by the membership at the regular

BARC meeting on May 1st, 2003– two-thirds vote of members present required for

approval

Documents

BARC By-Laws April 3, 2003 Proposed Changes Submitted by the By-laws Committee