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ARTICLE 1. GENERAL
Section 1.1 Name. The name of the organization shall be "The Lake County
Radio Amateur Civil Emergency Service, Inc." (RACES). The organization may also
be referred to
as “Lake County RACES/ARES Group”.
Section 1.2 Purpose. The purpose of this organization
shall be as set forth in the Articles of Incorporation, and any subsequent
amendments. RACES shall work in conjunction with The
Lake County Amateur Radio Emergency Service (ARES). All RACES members shall be
designated as ARES members, pursuant to applicable RACES and ARES rules. Lake County RACES falls under the
incorporated rules of the Internal Revenue Service Section 501(c)3 as applicable.
Section 1.3 Registered
Agent. A voting
member, of RACES shall serve as Registered Agent. RACES shall continuously
maintain in the State of Illinois a registered office and a registered agent
whose office is identical with such registered office.
Section 1.4 Headings. Article and Section headings shall
not be interpreted to either limit or expand the scope of the respective
Article or Section.
Section 1.5 Books,
Records and Accounts. Lake County RACES shall keep or
cause to be kept correct and complete books and records of account and shall
also keep and maintain minutes of all meetings of the Executive Board and
Membership meetings.
Section 1.6 Fiscal Year.
The fiscal year of the corporation shall be determined by the Executive
Board.
Section 1.7 Deposits. All funds of
the corporation shall be deposited from time to time to the credit of a
federally insured bank. Such bank shall
be determined by the Executive Board.
ARTICLE 2. MEMBERS Section 2.1
Voting Members. There shall be at least one class of member, the "Voting
Member," who shall be eligible to vote at RACES membership meetings.
Requirements
for ‘Voting’ membership are:
1.
At least 18 Years old.
2.
Shall have a valid Amateur Radio license.
3.
Signed the Illinois Emergency Management Oath
4.
Has paid current year’s dues
Section 2.2
Additional classes of membership. The Executive Board may establish or eliminate
additional classes of membership. The Executive Board shall determine the
requirements, rights and privileges of members. The Executive Board shall also
determine the procedures for termination and resignation of members. In the
event additional classes of membership are established, the number of members
in the "voting member" class shall be larger than the number of
members in all other classes combined.
ARTICLE 3. BOARD OF DIRECTORS
Section 3.0 The Board of
Directors. The
Board of Directors will consist of an Executive Board and appointed Operations
Officers. Only the Executive Board positions may vote in Board meetings. No individual shall hold
more than one position on the Board of Directors. The Board shall hold regular meetings on
a day it shall determine. A quorum for a Board meeting shall consist of four
Executive Board members.
Section 3.1
Executive Board. The Executive Board
shall consist of the Radio Officer, the Secretary, the Treasurer and four
elected Board members.
Section 3.11 Operations
Officers. The
Executive Board will appoint Operations Officers consisting of Assistant Radio
Officers, a License Trustee and other positions as the board may deem
necessary. These appointments are subject to the approval of the LCEMA
Director.
Section 3.2
Elected Board Members. The elected component of the Board shall be four general
Board members, Secretary and Treasurer. These members shall be determined by
the election of the voting membership.
The terms of office shall be overlapping, and for two years each with a
maximum of two consecutive terms. A
former Executive Board member, who served for two consecutive two-year terms,
may return to the Executive Board after a two-year period.
Section 3.3 Radio Officer. The Radio Officer, as duly appointed
by the Lake County Emergency Management Agency
(LCEMA) authority(ies) of Lake County,
Illinois, will act in the capacities specified by the applicable regulations of the
Federal Communications Commission. The executive direction of RACES shall be
vested in the duly constituted Radio Officer, and shall include, but not be
limited to, the management of RACES activities, emergency call-outs, conduct of
regular and special membership and business meetings, and the overseeing of
drills. Any inability or refusal of the Radio Officer to perform his or her
duties, and/or malfeasance of office on the part of the Radio Officer, may be
noted in a written complaint by any voting member and submitted to the
Executive Board. The Executive Board
will have the power to accept or reject any
written complaint at their discretion, giving the complainant its reason(s) for
any rejection. The Executive Board has
the power to take action or to forward to the
LCEMA official(s) for a course of action.
The LCEMA official(s) are not bound by
the decision of
the Executive Board and may take immediate action without prior Executive Board approval or notification. .
3.4 Assistant Radio
Officers. The
Executive Board shall appoint at least three Assistant Radio Officers, and may
appoint additional Assistant Radio Officers. The Assistant Radio Officers shall
be appointed by the Executive Board for a term of one year and upon annual
review be re-appointed for an additional one-year term. The Executive Board may appoint Assistant
Radio Officers to a maximum of four consecutive terms. Assistant Radio Officers are designated by
the Executive Board as Operations Officers.
The Executive Board shall determine the operation assignments for each
of the Assistant Radio Officers. The
Radio Officer shall establish the sequence of authority of the Assistant Radio
Officers. Assistant Radio Officers must
be voting members of the organization.
In the event of the absence
of the Radio Officer, or the Radio Officer's refusal or inability to perform
his or her duties, the Assistant Radio Officers, in sequence of their
authority, shall have all the rights, duties and responsibilities of the Radio
Officer during the period of absence, refusal or inability of the Radio
Officer.
Section 3.5 Secretary. The Secretary shall be a voting member
elected by the membership. The duties of the Secretary shall include, but not
be limited to:
1. Keep complete
minutes of all regularly scheduled meetings and for any special or emergency
meetings;
2. Enter the minutes
of all meetings in typewritten form in the Corporate Record in the established
format;
3. Keep the original logs of
drills in a secure place in accordance
with existing FCC regulations;
4. Certify
that copies of all RACES documents are true and correct copies thereof;
5. Keep a register
of the post office address of each member,
which shall be furnished to the Secretary by the member;
6. Publish a
membership roster effective on 1 March and 1 September each calendar year;
7. Ensure that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law;
8. Keep a record of all
RACES controlled property issued to
members;
9. Perform all duties
incident to the office of Secretary and such other duties as may be assigned to
him or her by the Radio Officer or Executive Board.
Section 3.6 Treasurer. The Treasurer shall be a “Voting Member” elected by the membership. The Treasurer shall be the principal accounting and financial officer of
RACES. The duties of the Treasurer
shall include, but not be limited to:
1.
Have
charge of and be responsible for the maintenance of adequate books of account
for RACES in such a manner as to be ready for audit at any time by the voting
membership;
2. Prepare a written
financial statement for presentation to the voting membership at its Annual
Meeting;
3. Have charge and
custody of all funds and securities of RACES, and will be responsible for those
funds and securities and for their receipt and disbursement;
4. Receive and deposit
any funds received by the RACES in an insured bank
agreed on by the Executive Board;
5. Issue any vouchers
or checks to be drawn on that account for signature.
6. Perform all duties
incident to the office of Treasurer and such other duties as may be assigned to
him or her by the Radio Officer or Executive Board.
Section 3.7 Assistant
Secretaries and Assistant Treasurers. The positions of Assistant Secretary and Assistant Treasurer
may be created and appointed by the Executive Board at any time, who shall
determine the term, powers, duties and responsibilities of any Assistant
Secretary or Assistant Treasurer; but those terms, powers, duties and
responsibilities shall not exceed those of the Secretary or Treasurer. Assistant Secretary and Assistant Treasure
must be “Voting Members” of the organization. Section 3.8 Trustee. The Executive Board shall appoint
theTrustee, who shall have a valid Amateur Radio License for the frequencies
being used by the organization. The Trustee shall be listed, as such, on any
Federal Communications
Commission (FCC) license issued in the name of the organization. The Trustee shall be a full time resident living within 25 miles of the
geographical center of Lake County, IL. The Executive Board shall determine the term
of the Trustee. The Trustee must be a
“Voting Member” of the organization.
Section 3.9 Elections
and Term of Office. The
officers of RACES shall be elected at the November
general meeting. If the election of officers is not held at
that meeting, the election shall be held as soon as possible
thereafter.
Each officer shall hold
office until the officer's successor shall have been duly elected or until the
officer's death or until he or she shall resign, terminate membership in RACES,
or shall have been removed as provided in these “By-Laws”.
Newly elected
officers shall take office on the first day of the second month following the
election. The term of office will normally end on December 31st, of
the second year of the term.
Vacancies for the position
of Board Member, Secretary and Treasurer shall be filled as soon as practical
by a regular nomination from the floor of any membership meeting and subject to
a normal majority vote of the voting members in
attendance at such membership meeting. The election shall be for the remainder of the current term of office.
Vacancies for
the position of Assistant Radio Officer, Assistant Secretary, Assistant
Treasurer and Trustee may be filled at any Executive Board meeting.
Section 3.10 Removal of Officers.
Any inability
or refusal of a Board Member to perform his or her duties, and/or malfeasance
of office on the part of the Board Member may be noted in a written complaint
by any voting member and submitted to the Executive Board. The Executive Board
shall have the power to accept or reject any written complaint at their
discretion, giving the complainant its reason(s) for any rejection.
The Executive
Board may recommend to the “Voting Membership”, that an elected officer be
removed from office. The elected officer will be given the opportunity to
refute the Executive Board recommendation in front of the “Voting Membership”
prior to a vote being taken. A vote by the “Voting Membership” will then be
taken to determine if the elected officer will be removed or retained in their
position. If the decision of the “Voting Membership is to remove the elected
officer, then the position will be declared ‘vacant’. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Executive Board Members shall only be removed
by action of the voting members. Notice of not less than 20 days nor more than
60 days must be given to all voting members. That notice must state the time,
place and purpose of the meeting, and must name the Board Member subject to
removal
A quorum for
purposes of removing an elected officer shall consist of no less than 50
percent of all voting members. An affirmative vote of two-thirds of this quorum
is required for removal.
ARTICLE 4. MEETINGS.
Section 4.1 Annual
Meeting. The Annual
Meeting of the Lake County Radio Amateur Civil Emergency Service, Inc. shall be
held on the first Monday of January, provided it is not the first day of
January, in which event the Annual Meeting shall be held on the second Monday
of January. At this meeting, the following matters of business shall be
transacted and reports shall be made:
(1) Report by the Radio Officer, in
written form, reviewing the previous year's activities, and
any other reports that may be required;
(2) Report by the Treasurer of the financial
status of the organization and any other reports that may be required;
(3) The Treasurer shall make a recommendation
and call for a vote on expenditure approval limits. These limits are amounts
the Board can spend without voting membership approval, and for what purpose.
(4) A review of the organization’s books by
three (3) voting members, who have not served in any official elected capacity
during the previous year;
(5) Report by the
Secretary, including membership statistics, and any
other reports that may be required;
(6) Normal monthly business.
(7) A statement of the fiscal year proposed budget shall be
presented to the membership.
Section 4.2 Regular
Meetings. Regular
membership meetings shall be conducted at regular intervals, normally on the
first Monday of each calendar month. The Executive Board may determine a
different day for the holding of membership meetings.
Section 4.3 Special
Meetings. Special
membership meetings may be called either by the Radio Officer, by the Executive
Board or by not less than one-fifth of all voting members. Written notice,
stating the place, date, hour and the purpose(s) for which the meeting is
called, shall be delivered to the voting membership
by mail, in person or by-email not less than ten nor more than sixty
days before the date of the meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States Mail in a sealed envelope so
addressed with postage thereon prepaid.
The attendance of a “Voting Member” at such special meeting shall
constitute a waiver of notice of such meeting except where such member attends
the meeting for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any special meeting of the corporation need be specified in
the notice or waiver of such notice of such meeting unless specifically
required by law or by these By Laws.
Section 4.4 Place of
Meeting. The
Executive Board may designate any location as
the “place of meeting” for any meeting,
however, any meeting should take place in the county of the registered
organization.
Section 4.5 Quorum. One-fifth of the “Voting Members”,
represented in person or by proxy, shall constitute a quorum at any membership
meeting. If a quorum is present, the affirmative vote of the majority of the
voting members represented at the meeting shall be the act of the membership,
unless the vote of a greater number is required by the general Not-For-Profit
Business Corporation Act, the Articles of Incorporation or these Bylaws.
Section 4.6 Proxies. Every “Voting Member” may authorize
another person or persons to act for him or her by proxy in all matters in
which a voting member is entitled to participate, whether for the purposes of
determining his or her presence at a meeting, or whether by waiving notice of
any meeting, voting or participating at a meeting, or expressing consent or
dissent without a meeting, or otherwise. Every proxy shall be executed in
writing by the voting member and filed with the Secretary. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy. A proxy holder
must be a “Voting Member” of the organization.
Section 4.7
Inspectors. At any membership meeting, the
presiding officer may, or on the request of any “Voting Member”, shall appoint
one or more persons as inspectors for such meeting.
Such inspectors shall
ascertain and report in writing the number of voting members represented at the
meeting, based on their determination of the validity and effect of proxies;
count all votes and report the results; and do such other acts as are proper to
conduct the election and voting with impartiality and fairness to all the
voting members.
Section 4.8 Informal
Action of Members. Any
action required to be taken at a membership meeting, or any other action which
may be taken at a membership meeting, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed (a) if
five days prior notice of the proposed action is given in writing to all of the
“Voting Members” with respect to the subject matter hereof, by the voting
members having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all “Voting
Members” were present and voting or (b) by all of the “Voting Members”.
Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written
consent shall be given in writing to those voting members who have not
consented in writing. In the event that the action which is consented to is
such as would have required the filing of a certificate under any section of
the General Not-For-Profit Business Corporation Act if such action had been
voted on by the “Voting Members” at a meeting thereof, the certificate filed under
such section shall state, in lieu of any statement required by such section
concerning any vote of the “Voting Members”, that written consent has been
given in accordance with the provisions of Section 107.10 of the General
Not-For-Profit Business Corporation Act and that written notice has been given
as provided in Section 107.10.
Section 4.9 Voting by
Ballot. Voting on
any question or in any election may be by voice unless the presiding officer
shall order or any “Voting Member” shall demand that voting be by ballot.
Section 4.10
Presiding Officer. The Radio Officer will
preside over regular business meetings. If the Radio Officer is unavailable,
the meeting shall be conducted by any Executive Board member present chosen by
mutual consent of the Executive Board members present.
Section 4.11
Executive Board Annual Meeting. The Executive Board annual meeting shall
take place of the third Monday of December.
Newly elected Executive Board members should
attend this meeting. Special meetings may be called by any Executive
Board member and date of meeting shall be determined at the meeting at which
the request was made. At the annual meeting, the
Executive Board, shall consider the following matters of business:
(1)
Review and acceptance of the Radio Officer’s Annual Report of the
current year;
(2)
Review and acceptance of the Treasurer’s report of receipts and
expenditures of the current year;
(3)
Review and acceptance of the Secretary’s report of the current
year;
(4)
Assign duties and responsibilities to the Board members.
ARTICLE 5. CONTRACTS, LOANS AND EXPENDITURES
Section 5.1 Contracts. The Executive Board 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 RACES, and such
authority may be general or confined to specific instances.
Section 5.2 Loans. No loans shall be contracted on
behalf of RACES and no evidences of indebtedness shall be issued in its name
unless proposed and approved by the Executive
Board at a Board meeting and approved by two-thirds
of the voting membership.
Such authority may be general or confined to specific instances.
Section 5.3 Checks,
Drafts, Etc. All
checks, drafts, other orders for the payment of money, notes, or other evidences
of indebtedness issued in the name of RACES, shall be signed by the Treasurer.
The Executive Board may require that an additional member of the Executive
Board countersign some or all checks. The organization may furnish bond for
those persons herein authorized to sign corporation checks or vouchers.
Section 5.4
Expenditures. The Executive Board may, at any meeting, recommend limits for
expenditures by the Board. These limits must be approved by the “Voting
Membership”. Any expenditure above these limits must be brought to the
membership for a vote. In the absence of a limit, an automatic limit of $100
per month shall be in place for all spending by the Board. Approved spending
limits automatically expire at the next annual meeting.
ARTICLE 6. WAIVER OF NOTICE
Whenever any notice is
required to be given under the provisions of these Bylaws, the Articles of
Incorporation or The General Not-For-Profit Business Corporation Act of the
State of Illinois, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated herein, shall
be deemed equivalent to the giving of such notice. Attendance at any meeting
shall constitute waiver of notice thereof unless the person at the meeting
objects to the holding of the meeting because proper notice was not given.
ARTICLE 7. AMENDMENTS
The Bylaws of the
organization shall be subject to change in the following manner: Any Bylaw
currently in effect may be added, changed, deleted, or revised only after an
open discussion at a regular monthly meeting, whereupon a formal revision in
writing shall be presented by the Secretary at the next following monthly
meeting. A majority of the entire voting membership shall be necessary to pass
any addition, change, deletion, or revision. That vote shall occur at a regular
membership meeting following the meeting where the formal written revision was
presented. The vote must occur within six months after presentation of the
written revision.
ARTICLE
8. INDEMNIFICATION OF OFFICERS DIRECTORS, EMPLOYEES AND AGENTS
Section 8.1 Actions Not
By or In Right of RACES. RACES shall have power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of RACES) by reason of
the fact that the person is or was an Executive Board member, officer, employee
or agent of RACES, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit or proceeding if the person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the RACES, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment or settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interest of the RACES, and with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.
Section 8.2 Actions By
or In Right of RACES.
RACES shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of RACES to procure a judgment in its favor by reason
of the fact that the person is or was an Executive Board member, officer,
employee or agent of RACES, against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense
or settlement of such action or suit if the person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of RACES and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his or her duty
to RACES unless and only to the extent that the court in which such action or
suit was brought shall determine on application that despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
Section 8.3 Where
Defendant Prevails. To
the extent that an Executive Board member, officer, or agent of RACES has been
successful on the merits or otherwise in defense of any action, suit or proceeding
referred to in Sections 8.1 and 8.2, or in defense of any claim, issue or
matter therein, that person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith.
Section 8.4
Determination. Any
indemnification under Sections 8.1 and 8.2 (unless ordered by a court) shall be
made by RACES only as authorized in the specific case on a determination that
indemnification of the Executive Board member, officer, employee or agent is
proper in the circumstances because he or she has met the applicable standard
of conduct set forth in Sections 8.1 and 8.2. Such determination shall be made
(a) by the Executive Board by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (b) if
such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested Executive Board members so directs, by independent legal counsel
in a written opinion, or (c) by the voting members.
Section 8.5 Payment in
Advance. Expenses
incurred in defending a civil or criminal action, suit or proceeding may be
paid by RACES in advance of the final disposition of such action, suit or
proceeding, as authorized by the Executive Board in the specific case, on
receipt of an undertaking by or on behalf of the Executive Board member,
officer, employee or agent to repay such amount, unless it shall ultimately be
determined that the person is entitled to be indemnified by RACES as authorized
herein.
Section 8.6
Non-Exclusivity. The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any contract,
agreement, vote of voting members or disinterested directors or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be an Executive Board member, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Section 8.7 Insurance. The Executive Board shall have the power to recommend the purchase
and maintain insurance on behalf of any person who is or was an Executive Board
member, officer, employee or agent of RACES, against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not RACES would have the power to
indemnify him or her against such liability under the provisions as set forth
herein.
Purchase of
such Insurance is subject to an Annual approval vote of the “Voting
Membership”. The Board will recommend a
purchase decision to the membership and call for a vote. Purchase will be bound
by the results of the vote.
Section 8.8 Report. If RACES has paid indemnity or had
advanced expenses to an Executive Board member, officer, employee or agent,
RACES shall report the indemnification or advance in writing to the voting
members with or before the notice of the next members meeting.
Section 8.9 Succession
and Merger. References
to "RACES" shall include in addition to the surviving Corporation,
any merging corporation, absorbed in a merger which otherwise would have
legally been entitled to indemnify its directors, Executive Board members,
officers, employees or agents.
ARTICLE 9. DISSOLUTION
In the event RACES is
dissolved, any and all property shall be distributed to the Lake County
Emergency Services and Disaster Agency, any other not-for-profit government agency,
and/or any other organization holding "exempt" status as defined by
Section 501(c) of the Internal Revenue Code of 1986, as amended. Any assets not so disposed of shall be
disposed by a Court of competent jurisdiction in the County in which the principal
office of the corporation is then located exclusively for such purposes or to
such organization or organizations as said Court shall determine.
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