BY-LAWS OF THE CALIFORNIA HISTORICAL RADIO SOCIETY, A NON-PROFIT CORPORATION AS AMENDED AT THE MEMBERSHIP AND DIRECTORS MEETING OF NOVEMBER, 1998 AND IN JANUARY, 2004
CHRS is a 501 (c) (3) Tax Exempt and a 509 (a) (1) Public Charity (See IRS Statement)
1.01 NAME AND PRINCIPAL OFFICERS: The name of this organization shall be “California Historical Radio Society, a Non-Profit Corporation.” Principal office and other places of business shall be designated from time to time by the President with the advice and consent of the Board of Directors.
1.02 OTHER OFFICES: The corporation may also have offices at such other places, within or without the State of California where it is qualified to do business, as its business may re-quire and as the Board of Directors may from time to time designate.
2.01 MEMBERS: There shall be a first class of members who are the Directors of the Corporation. All other members shall be associate members and have no voting rights, except as may be specified herein with respect to the selection of Directors and officers.
2.01(a) NON-LIABILITY OF MEMBERS: No member of the corporation shall be personally liable for the debts, liabilities, or obligations of the corporation.
3.01 DIRECTORS: The authorized number of Directors shall be seven (7).
3.02 TERM OF OFFICE: The Directors named in the Articles of Incorporation shall hold office as follows:
ONE YEAR TERMS with first term ending the second Tuesday in March, 1976: Norman Ray Berge and Eugene Rippen;
TWO YEAR TERMS with first term ending the second Tuesday in March, 1977: James Charles Cirner and Peter Colin Brickey;
THREE YEAR TERMS with the first term ending the second Tuesday in March, 1978: Robert Gordon Middleton, Dave Brodie, and Kenneth Miller, and until the election (or appointment) of their successors, the terms of office of Directors other than those named in the Articles shall be for three (3) years, commencing on the first day of the Year. Should a membership meeting not be held before the first day of the Year, otherwise terminating directorships shall continue until the election of new directors at a membership meeting of the First Class members.
SELECTIONS: Directors, other than those named in the Articles of Incorporation, shall be selected by a majority of the Directors holding office at the time a vacancy occurs in the normal course or before the end of a normal term, or if it is deemed necessary to increase the number of Directors as provided for under Article III hereinabove.
3.04 POWERS: (a) Subject to any restrictions or limita-tions imposed by law, by the Articles of
Incorporation or by these By-Laws, the powers of the corporation are vested in the Board of Directors.
3.04 DELEGATION OF POWERS: The Board of Directors may delegate the performance of duties and exercise of powers to officers and agents of the cor-poration from time to time as it shall by resolution determine.
3.04 MANAGING PROPERTY FOR INCOME: (b) The Board of Directors may, as it shall from time to time determine by resolution, delegate in whole or in part the matter of controlling, managing, investing and disposing of the property of the corporation for the purpose of earning an in-come therefrom to one (1) or more trust companies or banks duly authorized to con-duct a trust or banking business in this State.
TRUST FUNDS: (c) The Board of Directors may as it shall from time to time determine by resolution establish one or more trust funds for the purpose of furnishing investments to itself or to any religious, beneficial, charitable, or educational institution affiliated with it or to any organization, society or corporation holding funds or property for the benefit of any of the foregoing, or holding funds for the purpose of supporting a teacher or any building or buildings used by or owned by any of the foregoing whether holding such funds or property as fiduciary or otherwise, subject to the terms and conditions set forth in the Articles of Incorporation of this corporation.
(a) Vacancies in the Board of Directors shall exist (1) on the death or resignation of any Director, (2) whenever the number of Directors authorized is in-creased and (3) on failure of the appointing power or powers to appoint the full number of Directors authorized.
DECLARATION OF VACANCY:
(b) The Board of Directors may declare vacant the office of a Director (1)
if he is declared of unsound mind by an or-der of court or (2) if within ninety (90) days after notice of his selection he does not accept the office either in writing or by attending a meeting of the Board of Directors. The Board shall notify the appointing power forthwith of any declaration of vacancy.
VACANCIES: (c) Vacancies caused by the death, resignation or disability of a Director or Directors shall be filled by a majority of the remaining Directors, though less than a quorum, as hereinafter defined, or by the sole remaining Director. Vacancies created by an amendment to the Articles of Incorporation increasing the number of Directors authorized shall be filled as provided hereinabove.
TERM OF OFFICE: (d) A person appointed to fill a vacancy in the Board of Director shall hold office for the unexpired term of his predecessor or until his death, resignation or disability as in these By-Laws provided.
3.06 REDUCTION OF NUMBERS OF DIRECTORS- A reduction of the number of Directors : authorized shall not result in the removal of any Director prior to the expiration of his term of office.
3.07 COMPENSATION: No member of the Board of Directors shall receive any compensation from the corporation for serving his director-ship.
3.08 MEETINGS: (a) Meetings shall be held at the principal office of the corporation or at such place or places within or without the State of California which have been designated from time to time by resolution of the Board of Directors. In the absence of such designation, meetings shall be held at the principal office of the corporation, provided that any such meeting held elsewhere shall be valid if held on the written consent of all trustees, given either before or after the meeting and filed with the secretary of the corporation.
REGULAR MEETINGS (b) Regular Directors meetings shall be held at least three times a year in conjunction with other activities, or otherwise, and with reasonable notice to the membership.
SPECIAL MEETINGS: (c) Special meetings of the Board may be called by the President, or if he is absent or is unable or refuses to act, by the Vice-President, or by any two Directors, and such meetings shall be held at the place within or without the State of California, designated by the person or persons calling the meeting, and in the absence of such designation at the principal office of the corporation.
NOTICE: (d) The secretary or other person designated by the President shall deliver writ-ten or printed notice of the time and place of meetings of the Board to each director personally or by United States mail or telegram, addressed to him at his address as it appears on the books of the corporation, at least seven (7) days prior to the date of the meeting provided, however, that notice of all regular meetings is hereby dispensed with.
QUORUM: (e) Four (4) Directors shall constitute a quorum for the transaction of business.
MAJORITY ACTION AS BOARD ACTION:(f) Every act or decision done or made by a majority of the Board of Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the law, the Articles of Incorporation of this corporation, or these By-Laws require a greater number.
VALIDATION OF MEETING DEFECTIVELY CALLED OR NOTICED:(g) The transactions of any meeting of the Board, however called and notice of wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum is present and provided that either before or after the meeting each of the Directors not present signs a waiver of notice, or consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
CONDUCT OF MEETINGS: (h) Except as otherwise expressly provided for in these By-Laws (or in the Articles of Incorporation of this corporation) or by law, no business shall be considered by the Board at any meeting at which a quorum is not present and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.
(i) All meetings of Directors shall be governed by ROBERTS’ RULES OF ORDER, as such rules may be revised from time to time, insofar as such rules are not in-consistent or in conflict with these By-Laws, with the Articles of Incorporation of this corporation or with law.
(j) Meetings shall be presided over by his absence by a Vice President, or in the absence of both, by a chairman chosen by a majority of the Directors present. The secretary of the corporation shall act as secretary of the Board of Directors. In case the secretary is absent from any such meeting, the presiding officer may appoint any person to act as secretary for the meeting.
3.09 ACTION BY UNANIMOUS CONSENT WITHOUT MEETING: Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively con-sent in writing to such action. Such written consent shall have the same force and effect as the unanimous vote of such directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the By-Laws of this corporation authorize the Directors to act and such statement shall be prima facie evidence of such authority.
3.10 NON-LIABILITY OF DIRECTORS: The Directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.
4.01 NUMBER AND TITLES: The officers of this corporation shall be President, one (1) Vice President, a Secretary and a Treasurer, – and an Editor-in-Chief, and other officers as the Board of Directors may in its discretion from time to time appoint. One person may hold two or more offices, except those of President and Secretary.
4.02 ELECTION AND TERM OF OFFICE: Officers other than those appointed at the discretion of the Board shall be chosen annually, in the event of vacancies, by the First Class Membership and each such officer shall hold office from the electing meeting of the Board until he resigns or is removed or is otherwise disqualified to serve, or until his successor shall be elected and qualified, whichever occurs first, provided however that the successor of the President shall be the serving Vice-President, unless he shall first resign or be disqualified. Officers appointed at the discretion of the Board shall serve such terms, have such authority, and perform such duties as are provided in these By-Laws or as maybe prescribed from time to time by the Board. All former presidents shall enjoy the title “Past President” with the concomitant obligation to assist the Society as needed.
4.03 REMOVAL AND RESIGNATION: Any officer may be removed either with or without cause, by a majority of the Directors at the time in office. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of the resignation by the Board shall not be necessary to make it effective.
4.04 VACANCIES: Any vacancy caused by the death, resignation, removal or otherwise of any officer other than those appointed at the discretion of the Board, shall be filled by the Board of Directors for the unexpired portion of the term. Vacancies occurring in the office of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine.
4.05 DUTIES OF THE PRESIDENT: The President shall be the chief executive officer of the corporation and shall in general, subject to the control of the Board of Directors, supervise and control all of the business and affairs of the corporation. He shall perform all duties incident to his office, and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these BY-Laws, or which may be assigned to him from time to time by the Board of Directors. He shall preside at all meetings of the Directors.
4.06 DUTIES OF THE VICE PRESIDENT: The Vice President shall, in the absence or disability of the President or in the event of his refusal to act, perform all the duties of the President and when so acting, shall have the powers of, and be subject to the restrictions on the President. He shall have such other powers and perform such other duties as may be imposed by law, by the Articles of Incorporation of this corporation or by these By-Laws, or as may be prescribed from time to time by the Board of Directors, among which is the obligation to assume the Presidency upon the resignation or disqualification or removal of the President.
4.07 DUTIES OF THE SECRETARY: The secretary shall:
(a) Certify and keep at the principal office of the corporation the original or a copy of these By-Laws as amended or otherwise altered to date.
(b) Keep at the principal office of the corporation or at such other place as the Board of Directors may order, a book of the “minutes of all Meetings” of the Di-rectors, recording therein the time and place of holding, whether regular or special, how authorized, the notice given, the names of those present and the proceedings thereof.
(c) See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law.
(d) Be custodian of the records and of the seal, if any, of the corporation and see that the seal is affixed to all duly executed documents, if necessary, the execution of which on behalf of the corporation under its seal is authorized by law or by these By–Laws.
(e) Keep at the principal office of the corporation a “Membership Book” containing the name and address
of each member Di-rector, and in any case where membership has been terminated, record such fact in the book together with the date on which the membership ceased.
(f) Exhibit at all reasonable times to any Director of the corporation, or to his agent or attorney, or to any person or agency authorized by law to examine them on request therefor, the By-Laws, the Membership Book, the minutes of any proceedings of the Directors and the other records of the corporation.
(g) In general, perform all duties incident to the office of Secretary and other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these By-Laws, or which may be assigned to him from time to time by the Board of Directors.
4.08 DUTIES OF THE TREASURER: The Treasurer subject to the provisions of Article 6 of these By-Laws shall:
(a) Have charge and custody of, and be responsible for, all funds and securities of the corporation and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
(b) Receive and give receipt for moneys due and payable to the corporation from any source whatever.
(c) Disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
(d) Keep and maintain adequate and cor-rect accounts of the corporation’s properties and transactions, including ac-counts of its assets, liabilities, receipts, disbursements, gains and losses.
(e) Exhibit at all reasonable times the books of account and financial records to any Director of the corporation or to his agent or attorney, or to any person or agency entitled by law to examine the same, on request therefor.
(f) Render to the President and Director, whenever he or they request it, an account of any or all of his transactions as Treasurer and of the financial condition of the corporation.
(g) If required by the Board of Directors, give a bond for the faithful discharge of his duties in such surety or sureties as the Board of Directors shall determine.
(h) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of this
4.09 The compensation of officers shall be as established from time to time by resolution of the Board of Directors.
5.01 FINANCE COMMITTEE:
(a) The corporation may have a Finance Committee which shall consist of two (2) of the Directors appointed by a majority vote of the Board of Directors, if the Board so resolves.
(b) Committee members shall serve a term as prescribed by the Board of Directors.
(c) Any vacancy on the committee shall be filled by a majority vote of the Board of Directors and any member so appointed shall serve the remainder of the term of his predecessor.
(d) The committee members shall select one of their number to act as chairman of the committee.
(e) The committee shall establish rules and regulations for its meetings and meet at such times and places as it deems necessary.
(f) No act of the committee shall be valid unless approved by the vote or written majority of its members.
(g) The committee shall keep regular minutes of its proceedings and report the same to the Board of Directors from time to time as the Board may require.
(h) The matter of controlling, managing,, investing and disposing of the property of the corporation for the purpose of earning an income therefrom, as distinguished from the matter of applying property and funds
to charitable, educational, and eleemosynary purposes, shall be exclusively in the Finance Committee unless other-wise prescribed by resolution of the Board of Directors.
5.02 COMMITTEES: By resolution of the Board of Directors there shall be provided for specific purposes or activities such committees as may be required. Chairmen and members of such committees shall be appointed by the Board of Directors and they shall serve at the pleasure of the Board. Some or all may be known as Special Interest Groups, and may include members of any class.
6.01 EXECUTION OF INSTRUMENTS: The Board of Directors, except as otherwise provided in these By-Laws, may by resolution authorize any officer or agent of the corporation to enter into any con-tract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
6.02 CHECKS AND NOTES: Except as otherwise specifically deter-mined by resolution of the Board of Directors, as provided in Section 6.01, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation, or by the Chairman of the Finance Committee.
6.03 DEPOSITS: All funds of the corporation shall be de-posited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
7.01 CORPORATE SEAL: The Board of Directors may adopt, use and at will alter a corporate seal, embodying the “Sky Terrier” logo or otherwise, and noting the date of incorporation of February 28, 1975.
7.02 The seal, if adopted, shall be affixed to all corporate instruments, but failure to affix it shall not affect the validity of any such instrument.
7.03 The seal, if adopted, shall display thereon an emblem and wording to be selected and approved by the Board of Directors.
8.01 FISCAL YEAR The fiscal year of the corporation shall be the calendar year.
9.01 EFFECTIVE DATE OF BY-LAWS: These By-Laws shall become effective immediately upon their adoption. Amendment to these By-Laws shall become effective immediately on adoption or at such later time as specified in the amendment.
9.02 AMENDMENT OF BY-LAWS: Subject to the limitations contained in the Articles of Incorporation of this corporation and to any provisions of law applicable to the amendment of By-Laws of non-profit corporations, these By-Laws or any of them, may be altered, amended or repealed and new By-Laws adopted by vote or written consent of a majority of the voting First Class members of the corporation.
9.03 CERTIFICATION AND INSPECTION: The original or a copy of these By-Laws as amended or otherwise altered to date, certified by the Secretary of the corporation shall be recorded and kept in a book which shall be kept in the principal office of the corporation and such book shall be open to inspection by the members at all reasonable times during office hours.
10.01 CONSTRUCTION: As used in these By-Laws:
(a) The present tense includes the past and the future tenses, and the future tense includes the present.
(b) The masculine gender includes the feminine and neuter.
(c) The singular number includes the plural, and the plural number includes the singular.
(d) The word “shall” is mandatory and the word “may” is permissive.
(e) The words “Directors” and “Board” as used in relation to any power or duty requiring collective action
mean the “Board of Directors.”
11.01 NON-VOTING MEMBERS: The members, other than those who are voting members, and therefor also directors, shall be Associate Members, whose qualifications, beyond interest and application, may be determined by the Board of Directors.
11.02 ASSESSMENT: Dues, fees and subscriptions payable by Associate Members shall be determined by resolution of the Board of Directors.
[Corporate Purposes and Signature Page follows]
12.02 SPECIFIC PURPOSES: The specific purposes of the corporation shall be: To foster the preserving, collecting, restoring, and display of Early Radio, and publication of information concerning it, and Broadcast Radios and Communications Receivers, Broadcasting and Radio Communications, Radio Compounds, Wireless Telegraphy, Test Equipment, Radio Components and Devices, and the like, and consequent technologies, with emphasis on the historical significance of Radio as a scientific art, a medium of mass and specialized communications, and as a social phenomenon, and to carry out these purposes by collecting, preserving, restoring and interpreting the artifacts and history of Radio both in kind and through secondary sources such as literature, video and audio tapes, recordings, photography, multi-media and internet presentations, to display these artifacts and to cooperate with educational institutions including public museums, and to publish texts, books, and periodicals. One of the primary purposes of this Society (CHRS) is amateur radio operation consistent with Federal Communications Commission regulations Part 97, and the interpretation of the history of amateur radio development and operation in the Western United States since 1899. In this connection, CHRS may seek and hold a “club station license grant” pursuant to Federal Communications Commission regulations Section 97.5(b)(2). The President or his designee among the officers and directors of the Society may appoint in writing a member of the Society to serve as the club station license trustee, provided however that said member must be an FCC-licensed amateur radio operator of Technician Class or higher. Any officer on behalf of the Society may designate on the FCC club station license application the appointed licensed amateur radio operator as the club station license trustee.
AS AMENDED BY THE AMENDMENTS TO THE BY LAWS OF THE CALIFORNIA HISTORICAL RADIO SOCIETY ADOPTED UNANIMOUSLY AT THE MEMBERSHIP AND DIRECTORS MEETING AT LOS ALTOS HILLS, CALIFORNIA, OF NOVEMBER, 1998 AND BY AN AMENDMENT BY SEC. 3.09 BY UNANIMOUS CONSENT IN JANUARY, 2004
Bartholomew Lee, Counsel Emeritus, K6VK, xKV6LEE, WPE2DLT