THE RICHARDSON WIRELESS KLUB BY-LAWS ARTICLE I NAME, PURPOSE, AND COMPOSITION 1. Name. The name of the corporation shall be Richardson Wireless Klub, the colloquial spelling being derived from the suffix letters of the radio call sign K5RWK, which has been assigned by the Federal Communications Commission (FCC). The terms "corporation," "club," "Richardson Wireless Klub," "Klub" and "RWK" may be used interchangeably in these by-laws. The Richardson Wireless Klub, located in Richardson, Texas, was organized in 1957 as the Richardson Amateur Radio Club (RARC). The present name was adopted when the RARC obtained the amateur radio station license K5RWK. In January 1976, the Richardson Wireless Klub was incorporated as a non-profit corporation in the State of Texas. 2. Purpose. RWK exists principally as an advocate for the amateur radio community. RWK provides a forum for amateur radio operators and also serves as an avenue by which the amateur radio community can perform acts of public service for the benefit of the larger community in which it functions. These by-laws comprise the rules that govern RWK. 3. Composition. RWK shall be composed of a board of directors, a cadre of corporate officers, and the membership at large. ARTICLE II DIRECTORS 1. Management. The business and activities of the corporation shall be managed by a board of directors, commonly called the Executive Committee. These by-laws provide broad powers for the Executive Committee; however, at the discretion of the chairman or by majority vote of the Executive Committee, any matter may be referred to the membership at large for resolution. 2. Composition of the Executive Committee. The Executive Committee, which is also referred to as "the board" shall consist of the immediate past president; two appointed members, except as noted in subparagraph c, below; and the current elected officers. These board members are also referred to as directors. a. The immediate past president shall serve as a director for one year following the elected term of office, but may be re-appointed to serve in successive years, as an appointed director. b. Two additional directors shall be appointed by the current president, with the approval of the board. The appointments shall be made after the current election, but before the term of office begins. Approval shall be made with a simple majority vote of the incumbent board at the time of the appointment. Appointments are made for a one year term; however, directors may be reappointed to successive terms, each subject to the approval process outlined in this paragraph. Appointed directors may be given functions to perform within the Klub, such as membership and hospitality, with suitable descriptive titles. c. If, after the immediate past president has served the mandatory one-year term, and there is no immediate past president (e.g., the current president is serving more than one term), the current president shall appoint a third director, subject to the same approval as other appointed directors (subparagraph b, above). d. The current president of RWK shall serve as chairman of the board, and shall preside over each board meeting or, if absent, designate another director to preside. If the president is absent and there is no designee, the current vice-president shall chair the meeting if present. Otherwise, board members in attendance will select a temporary chairman. e. The number of directors may be increased or decreased by amendment to these by-laws, but the length of the term for the appointed members shall remain one year. The club president may appoint the newsletter editor as a member of the board, in addition to other appointments. 3. Duties. In addition to managing the operation of RWK, it shall be the duty of the board to formulate, develop, and assist in the attainment of goals for the Klub. It shall also be a duty to appoint, by majority vote, the club station license and call sign trustee. 4. Election. At each annual meeting (Article V, para 3), the members of RWK shall elect officers to hold office until the next succeeding annual meeting. These are the current officers who will serve on the board. After each election, the board shall ensure that signature cards for signing checks and other instruments have the correct signatures for the ensuing year. In addition, the board may at their option, or at the request of either the incoming or outgoing treasurer, cause the financial records to be audited. Signatures for check signing are the president and the treasurer; however, only one signature is required for issuing checks. 5. Term of Office. Except for events beyond personal control, or unless removed in accordance with these by-laws, each director shall hold office until the successor assumes office. Elected officers will serve on the board, as such, during their term of office. Appointed directors must be appointed after election of officers, but before the following year's activity begins. They will be appointed for a one year term. The immediate past president shall serve as such for one year, only. 6. Removal. Any appointed director may be removed from the position of director, either with or without cause, by the chairman, with the approval of a simple majority of the incumbent board. There is nothing in these bylaws prevent any appointed director from resigning 7. Vacancy. A directorship shall be considered to be vacant upon the happening of any one of the following events: a. Death of a director; b. Resignation of a director; c. Removal of a director, as provided in Section 6 of this Article. 8. Filling of Vacancy. Any vacancy occurring in the Executive Committee shall be filled as soon as possible with an appointment by the president, subject to approval by the board, as provided above. A director thus appointed shall serve only the unexpired term of the predecessor. 9. Election of Additional Directors. If these by-laws are amended to increase the size of the Executive Committee by adding one or more directors, the additional director(s) shall be elected in the same manner and at the same time as other elected officers. 10. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Provided that a quorum is present, any act by the majority of the directors present at any meeting shall be the act of the Executive Committee, unless otherwise specifically required by civil law. 11. Regular Meetings. The board shall hold regular meetings, usually at the same interval as regular RWK meetings; however, occasional board meetings may be waived by majority vote of the board, which may be canvassed by telephone, E-mail, or any other convenient means. All directors, both absent and present, must be advised in a timely manner of each board meeting with the date, time, and place for the meeting. 12. Special Meetings. Special meetings of the Executive Committee may be called by, or at the request of, the president or any two directors. Notice of a special meeting shall be notified in a timely way, as specified above. 13. Place of Meetings. The principal place of business for the corporation shall be the home address of the elected secretary and will therefore change from time to time; nevertheless, that is the temporary home of RWK archives. However, the location of board meetings will be announced prior to each meeting. To provide a consistent mailing address, RWK will maintain a mail box at either at a US Post Office or through at a private mail-handling service. 14. No Statement of Purpose of Meeting Required. Neither the business proposed to be transacted, nor the purpose of any regular or special meeting of the board, need be specified in the notice of such meeting. 15. Compensation. Directors as such shall receive no compensation for their services; however, nothing in these by-laws shall prevent any director from serving the club in some other capacity and receiving suitable compensation. ARTICLE III OFFICERS 1. Number. The officers of RWK shall be a president, one or more vice-presidents (the number to be determined by the Executive Committee), a treasurer, and a secretary. The offices of secretary and treasurer may be combined into a single office; however, none of the other mandatory offices shall be combined. This does not preclude an officer from doing other jobs in RWK, such as being editor of RWK newsletter, nor does it prevent any member at large from performing any duty or function not covered by an incumbent officer. All officers shall be members of RWK, in good standing, throughout their term of office. 2. Election and Term of Office. Officers shall be elected annually. Except for events beyond personal control, each officer shall hold office until the successor assumes office. There is nothing in these bylaws to prevent any elected officer from resigning. 3. Removal. Any officer or agent or member of a committee, who is either appointed or elected, may be removed by the Executive Committee if, in its judgment, the best interests of RWK would be served thereby. Alternatively, removal may be accomplished by a vote of three-fourths (3/4) of the voting membership. Such removal shall be without prejudice to the contract rights if any, of the person so removed. 4. Vacancies. A vacancy in an office because of resignation, removal, disqualification, death, or any other reason, may be filled by appointment by the president, with approval of the board by majority vote, for the unexpired portion of the term. If the vacancy is the office of president, the first vice-president shall become president. 5. Duties of Officers. a. President - The president shall be the principal executive officer of RWK and shall supervise and control all of the business affairs of the RWK, shall preside at all meetings, and shall be chairman of the Executive Committee. The president shall sign, along with the secretary, deeds, mortgages, bonds, contracts, and other instruments which the Executive Committee has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Executive Committee to some other officer or agent of RWK, or shall be required by civil law to be otherwise signed or executed; and in general shall perform all duties incidental to the office of president and such other duties as may be prescribed by the Executive Committee from time to time. b. First Vice-President - In the absence of the president, or in the event of the president's inability or refusal to act, the vice- president (or, if there is more than one vice-president, the vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president; and should the office of the president become vacant, the first vice- president shall become president. Otherwise, the first vice-president shall perform such other duties as may be assigned by the president or by the Executive Committee. The first vice president shall serve as Program Chairman. c. Second Vice-President - It shall be the duty of the second vice-president, if that office is filled, to be Public Service Coordinator; that is, to provide liaison with the city and other entities for public service activities when RWK is providing any service. During such activities, the second vice president shall also be the net manager, although the job of net control station (NCS) may be delegated. This officer shall also serve as liaison between RWK and Radio Amateur Civil Emergency Services (RACES), as well as other emergency services. d. Third Vice-President - It shall be the duty of the third vice-president to be Activities Manager. As such, this officer shall have charge of the planning and execution of all club activities not otherwise provided for in these by-laws, including field day, and shall have the power to select certain assistants from the membership, subject to approval by the Executive Committee, to aid in performing the various club functions. e. Treasurer - The treasurer shall: - Have charge and custody of and be responsible for all funds and securities of RWK; - Pay bills; - Receive, and give receipts for, monies due and payable to RWK from any source whatsoever, and ensure that those monies are deposited or otherwise invested in the best interests of RWK; - In general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the Executive Committee. f. Secretary - The secretary shall: - Keep the minutes of the members' and of the Executive Committee's meetings, and store them to provide a permanent record; - See that all notices are duly given in accordance with the provisions of these by-laws, or as required by civil law; - Be custodian of the corporate records and of the corporate seal; - Keep a register of the mailing address of each RWK member (however, this duty may be delegated to a suitable person or committee); - Have general charge of the books of RWK; - In general, perform all duties incident to the office of secretary and other duties as from time to time may be assigned by the president or by the Executive Committee. 6. Compensation. As in the case of directors, officers as such shall receive no compensation for their services; however, nothing in these by-laws shall prevent any officer from serving the club in some other capacity and receiving suitable compensation. ARTICLE IV MEMBERSHIP RIGHTS AND RESPONSIBILITIES 1. Membership. Membership shall begin when dues are paid. RWK is open to all interested parties; however, only licensed amateur radio operators may be voting members of RWK; others shall be associate members. The Executive Committee may establish other classes of membership, such as family memberships or student memberships; and honorary life memberships may be granted on a highly selective basis. In all cases, however, the criteria for voting remain: valid amateur radio operator license and paid-up dues. If there is suitable cause, a member may be expelled from the club upon unanimous vote of the Executive Committee, with prorated return of dues if requested. 2. Membership Records. The secretary shall maintain a list which contains the name and address of each member of record; and at the end of March each year, the list shall be purged of all members who have not paid their dues. As a courtesy, the secretary may notify the membership via the monthly publication of the planned action. This duty may be delegated to another person or a suitable committee. 3. Dues. The yearly dues for the Richardson Wireless Klub shall be set by the Executive Committee. Although not required by these by-laws, except in subparagraph (d) below, the board may bring any or all questions concerning dues and assessments before the membership for approval. In such instances, a majority vote of the membership is required for approval. a. Dues shall be levied to cover the operating costs of RWK, which include but are not limited to the cost of producing and distributing the Klub publication, rent or other allowance for a place to meet, maintenance on equipment owned by RWK, and other expenses, both expected and unexpected. b. The Executive Committee may from time to time adjust the dues to meet necessary expenses. In addition, the Committee may elect to levy an extra charge to participants in activities that involve related costs, such as for the food for field day. c. Dues shall be payable during January of each year, and dues paid in the first quarter shall be the full amount. Existing members who renew after the end of the first quarter shall continue to pay a full year's dues; however, for new members joining later, the yearly dues may be prorated as follows: January, February, and March - 100% of annual dues April, May and June - 75% of annual dues July, August, and September - 50% of annual dues October, November, and December - 25% of annual dues d. By a majority vote of the membership, such special assessments as shall be deemed necessary for the operation of RWK may be levied. e. Non-payment of dues or special assessments shall be cause for revoking membership. 4. Resignation. Any member may officially resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other accrued, unpaid charges. Dues already paid will not be returned to the resigning member. If a member does not pay dues by the end of the first quarter of the year, that member shall be dropped from the rolls by default. 5. Reinstatement. Upon payment of a full year's dues, any former member may be reinstated at any time; however, if the lapse in membership has been more than thirteen (13) months, the former member may be treated as a new member. In either case, however, an affirmative vote of two-thirds of the members of the Executive Committee is required if, and only if the applicant was previously expelled with cause, other than non-payment of dues, from RWK. 6. Transfer of Membership. RWK Membership is neither transferable nor assignable. 7. Amenities for Members. a. RWK Publication or Newsletter - RWK shall publish a newsletter to announce each meeting, to advise the membership of news, and to provide other information of interest to the amateur community. The historical name of the newsletter is 'The Chawed Rag;' and a revision of these by-laws is required to change the name. The newsletter shall be distributed to the members via US mail, through a private mailing service, or by hand delivery; or it may be transmitted by electronic means. The Executive Committee shall appoint an editor for the newsletter, and the chairman of the Executive Committee may make the editor a director. The editor may simultaneously hold any office in RWK. b. Radio Network - RWK may establish a radio network to discuss Klub business and projects, and to afford members who, for some reason, cannot attend meetings an opportunity to participate in club activities. Such a network, if established, shall operate at a publicized, regularly scheduled day and time, on a specific frequency, using only one mode of transmission. If RWK has a second vice- president, the person holding that office shall be the network manager, who may designate a net control station. In the absence of both the network manager and the net control station, the first club member reporting on frequency shall announce the assumption of net control station. c. RWK may maintain both an electronic mailing list (reflector) and a web site. 8. Radio Station License. RWK shall maintain amateur radio club station license K5RWK. That call sign shall be used as directed by the Station Trustee. RWK-owned radio repeater station(s), if any, shall operate under that license and call sign. a. Qualifications for the station trustee are as follows: must hold an amateur extra class license and must be of legal age. b. The duties of the station trustee are to maintain a current license, to ensure that required logs are maintained by station operators, to act as radio officer at club station activities, serve as trustee for any and all repeaters operated by RWK, and to enforce FCC regulations. c. The trustee shall be appointed by the Executive Committee and has no specific term of office. d. If any fees or other costs are associated with maintaining a current license, they will be paid by RWK. e. Except for regular repeater activities, K5RWK shall normally be activated only on field day or other emergency operations, and it is the responsibility of the operators during the event to ensure compliance with all federal rules and regulations, as well as any applicable local laws and ordinances. It is also the responsibility of the operators to maintain proper and adequate logs. ARTICLE V MEETINGS OF MEMBERS 1. Place. The Executive Committee shall arrange for a place to hold regular RWK meetings; however, the Committee may designate any place, either within or without the State of Texas, as the place of meeting for any regular meeting, special or called meeting, annual meeting, or meeting of the Executive Committee. If no other designation is made, the meeting shall take place where meetings are regularly held. 2. Regular Meetings. Meetings will be held on a periodic basis at a specified time and place for the members of RWK, for the purpose of conducting business, and to provide an interchange of information concerning amateur radio operators and related topics. All meetings will be open to the public; however, voting is restricted to RWK members who are licensed amateur radio operators and members of record. 3. Annual Meeting. The annual meeting of the members shall be defined as the meeting during which officers are elected for the coming year. Unless otherwise designated by the Executive Committee, the annual meeting will be held in conjunction with the regular November meeting. Matters of business other than election of officers may be conducted as required during the annual meeting. Regular meeting activities may be held before or after the annual meeting. 4. Special Meetings. A special meeting of the members may be called by the president, the Executive Committee, or at least ten per cent (10%) of the voting members of RWK. The reason or reasons for a special meeting must be specified, and no other matters shall be considered during a special meeting, unless all members present vote unanimously to consider the new matter. A special meeting may be held in conjunction with a regular meeting, provided that all of the requirements of this paragraph are met. 5. Notice of Meetings. Under ordinary circumstances, a prepared notice stating the place, day, and hour of each Klub meeting, is required; and, in the case a special meeting, the purpose of the meeting must be stated. The 'Chawed Rag" is a suitable medium; however, if an emergency situation exists, where time is of the essence, telephone calls properly executed will suffice. If no emergency is involved in the case of a special meeting, the notice, including date, time, and place, as well as the purpose for the meeting, shall be delivered at least five (5) days in advance, but less than thirty (30) days before the date of the meeting, either personally or by mail, as directed by the president, secretary, or other authorized person. If mailed, the time of delivery is the time at which the notice is deposited in the post office, properly addressed to the member at the address of record, with postage prepaid. If E-mail is used, the time and date in the header of the message is the date of record. 6. Quorum. Twenty-five percent (25%) of the voting members, represented either in person or by proxy, shall be a quorum at a meeting of members. Provided that a quorum is present, any act by a simple majority of members present shall become an act of the members' choice, unless the vote of a greater number is required, either by these by-laws or by civil law. In these by-laws, such terms as "voting members" or "... vote of the membership" in connection with voting implies a quorum. 7. Voting of Members. a. Each member of RWK, who has paid the required dues and is a licensed amateur radio operator, shall be entitled to one vote on each matter submitted to a vote during a meeting of members. b. Members who are not licensed amateur radio operators shall be classed as associate members and are not entitled to vote on any issue, including election of officers. c. A voting member may vote either in person or by proxy executed in writing by the member, if received by the secretary prior to the meeting at which the vote is taken. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable by the person who tendered it. 8. Method of Voting. Voting on any question or in any election may be by voice vote, show of hands, or written ballot, at the discretion of the presiding officer; however, any member may demand that voting be by written ballot. A teller's committee of three people is required to count the votes if a written ballot is used. In the case of election of officers, candidates for office may be presented by a nominating committee, or nominated from the floor, or presented by petition; however, in all cases, the consent of the person to be nominated must be obtained before the nomination can be accepted. Accepted parliamentary procedure shall be followed for elections and matters of finance. 9. Waiver by Unanimous Consent in Writing. Any action required to be taken, or which may be taken at any meeting of the members, may be taken at any time or place, without a formal meeting, if a consent in writing, which describes the action so taken, and signed by all of the voting members of record, is delivered to the secretary, to be included with the official minutes of RWK. ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS 1. Contracts. The Executive Committee may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be either general or confined to specific instances. 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Executive Committee with the approval of at least three-fourths (3/4) of the voting membership. Authority thus delegated may be either general or confined to specific instances. 3. Checks, drafts, etc. All checks, drafts, and other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by one or more officers, or agents of the corporation and in the manner that shall from time to time be determined by resolution of the Executive Committee. 4. Deposits. All funds of the corporation not otherwise employed shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Executive Committee may select. ARTICLE VII FISCAL YEAR The fiscal year of the corporation shall coincide with the calendar year; that is, it shall begin on the first day of January in each year and end on the thirty-first day of December in that same year. The nominal term for officers and directors is also based on the calendar year. ARTICLE VIII BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of meetings of members, Executive Committee, and other committees having any authority in the operation of RWK, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member for any proper purpose at any reasonable time. However, if the maintenance of the list of paid members has been delegated to a person or committee, such as a membership committee, the list may be kept at a location deemed appropriate by those maintaining the list. ARTICLE IX WAIVER OF NOTICE Whenever any notice is required to be given, under the provisions of either the Texas Non-Profit Corporation Act or the Articles of Incorporation or the by-laws of RWK, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be the equivalent of such notice. ARTICLE X SEAL The Executive Committee shall provide a corporate seal, which may include the RWK logo and may be in the form of a rubber stamp. ARTICLE XI AMENDMENT OF BY-LAWS These by-laws may be amended by a majority vote of the Executive Committee at either a special meeting or regular meeting called for that purpose. However, the directors shall not have the authority to amend any by-laws adopted by the members. These by-laws may be enacted or amended by a simple majority vote of the voting membership present at any meeting called for that purpose. ARTICLE XII KEY VERBS In these by-laws, SHALL, WILL, and MUST imply mandatory provisions; MAY means optional or permissible; and SHOULD means desirable but not mandatory. Filr: bylaw703.wpd 7/23/03