BYLAWS
of the
AMATEUR RADIO CARAVAN CLUB OF NEW MEXICO, INC.
The Amateur Radio Caravan Club of New Mexico, Inc., a nonprofit corporation located in
Albuquerque, NM, shall also be known as ARCC, the Corporation, or the club in these bylaws.
PREAMBLE
We, the undersigned, wishing to secure for ourselves the pleasures and benefits of an association
of persons commonly interested in amateur radio, the promotion of interest in amateur radio
communication and experimentation; the establishment of amateur radio repeaters and networks
to provide electronic communications in the event of disasters or other emergencies; the
furtherance of the public welfare; the advancement of the radio art; the promotion of ethical
operating practices, the fostering and promotion of noncommercial intercommunication by
electronic means throughout the world; the fostering of education in the field of electronic
communication; the promotion and conduct of research and development to further the
development of electronic communication; the dissemination of technical, educational and
scientific information relating to electronic communication; and the printing and publishing of
documents, books, magazines, newspapers and pamphlets necessary or incidental to any of the
above purposes do hereby adopt the following bylaws for the nonprofit corporation.
SECTION 1 – MEMBERSHIP
1.1. Classes of Members. The corporation shall have four classes of voluntary members with the
following elections:
1.1.1. FULL Member: Any person holding a valid amateur radio license issued by the Federal
Communications Commission.
1.1.2. FAMILY Member: Any person who is qualified for FULL membership and are either a
spouse of, or a child primarily supported by, a FULL or HONORARY member;
1.1.3. ASSOCIATE Member: Individuals or organizations who desire to support the activities
and/or repeater(s) of the corporation but (a) are not licensed radio amateurs, or (b) are
licensed radio amateurs but do not wish to vote on corporate issues.
1.1.4. HONORARY Member: The Board of Directors may wish to honor individuals or
organizations that have made outstanding contributions to the amateur radio community.
These people or organizations must be nominated for honorary membership at a quarterly
Board meeting, and must be approved by a simple majority of the voting members
present at the next regular Club meeting. Honorary members shall have all the rights of
Full members (except an organization cannot vote on corporate issues) and shall not be
required to pay dues.
Persons volunteering to become a member of the club will be accepted in the class to which they
are qualified after paying the appropriate dues as set forth in section 5.6 of these Bylaws and in
the Operating Procedures of the ARCC. Any member may voluntarily resign from the club at
any time without giving cause or notice. The voting rights of members of each class shall be as
set forth in section 1.4 of these Bylaws.
1.2. Membership Meetings. The Corporation shall provide for meetings of the membership
throughout the year to conduct business of the club and to achieve the goals of the Corporation
as stated in the Preamble to the Bylaws.
1.2.1. Annual Membership Meeting. The annual meeting of the members for the election of
corporate officers and for the transaction of such other business as properly shall come
before the meeting shall be held on the second Friday of the month of October in each
year if not a legal holiday, or, if a holiday, then on the next succeeding Friday.
1.2.2. Regular Membership Meetings. All regular meetings shall be held at such dates and times
as shall be designated by the Board of Directors. All meetings shall be general meetings
and open for the transaction of any business within the powers of the corporation without
special notice of such business except in any case where special notice is required by law,
by the Articles of Incorporation, or by the Bylaws.
1.2.3. Special Membership Meetings. Special meetings of the members shall be called at any
time by the Secretary of the corporation upon the request of the President, or upon
resolution of the Board of Directors, or by no less than ten members eligible to vote.
Members calling a special meeting shall provide to the Secretary, in writing, the
purpose(s), date, time, location, and names of the members calling the special meeting.
1.2.4. Place of Membership Meetings. All annual and special meetings of the members shall be
held at such places as shall be specified in the respective notices of such meetings. All
regular meetings shall be held at such places as shall be designated by the Board of
Directors.
1.2.5. Notice of Meetings. Notice of the time, place or purpose of any meeting need not be
given to any member who attends such meeting. If a notice is mailed or electronically
mailed (email), such notice shall be directed to each member entitled to notice at his or
her postal address or email address as it appears on the books or records of the
Corporation.
1.2.5.1. Notice of Regular Membership Meetings. Notice of every regular meeting of the
members shall be given by email, or by amateur radio communication, or shall be
announced on regularly scheduled amateur radio nets not less than ten days nor more than
thirty-five days before the meeting. The notice of any regular meeting shall include the
place, day, and time of the meeting.
1.2.5.2 Notice of Annual Membership Meetings. Notice of every annual meeting and of every
special meeting of the members shall be given personally, by electronic mail (email), by
telephone, by amateur radio communication, or by mail to each member, and shall be
announced on regularly scheduled amateur radio nets not less than ten days nor more than
thirty-five days before the meeting. The notice of any annual or special meeting shall
include the place, day, and time of the meeting and in case of a special meeting, the
purpose(s) for which the meeting is called.
1.3. Quorum at Membership Meetings. At all meetings of the members, the presence in person
plus the proxies of one-tenth of the members eligible to vote (but not less than twelve such
members plus proxies) shall be necessary and sufficient to constitute a quorum for the
transaction of business. Proxy votes shall be counted towards the quorum.
1.4. Voting. At all meetings of the members, all matters, except as otherwise provided by law or
by the Bylaws, shall be decided by the vote of a majority of the members present and eligible to
vote and any proxies voted. Each FULL, FAMILY, or HONORARY member of the corporation
who is not delinquent in payment of dues by more than 60 days shall be eligible to cast votes on
any questions put to a vote of the members. Associate members of the corporation shall not be
eligible to vote.
1.4.1. Voting by Proxy. Members eligible to vote are allowed to vote by proxy. A proxy shall be
in writing on a Corporate provided form and shall be signed and dated by the member
giving that proxy. Proxies shall be general such that the proxy provides the holder with
complete discretion to vote any way he or she wishes. Proxy holders must be eligible
voting members of the Corporation and must present all proxies to the Secretary prior to
the commencement of any voting at any meetings. The Secretary shall register the proxy
to ensure that the member has only one proxy vote. A proxy shall be effective on the date
which the member signed it and expire one year from that date. If a member of the
Corporation is present at any meeting, their proxy is null and void at that meeting. Proxies
may not be used at Board Meetings.
1.5. Meeting Not Required. Any action which is required or permitted to be taken at a meeting
of the members may be taken without a meeting if consent in writing, setting forth the action so
taken, is signed by all of the members who are entitled to vote with respect to the subject matter
thereof. Such consent shall have the same effect as a unanimous vote of the members. Such
action shall be effective as of the date specified in the consent.
1.6. Resignation and Removal of Members. Any member may be removed at any time at any
meeting by a vote of two-thirds of the members of the Corporation eligible to vote. Any member
may be suspended or removed at any time for cause by a majority of the Board of Directors. Any
member will be suspended by the Board of Directors if the member is more than 60 days
delinquent in payment of dues. Any member may resign at any time.
1.7. Compensation. The Board of Directors may authorize reimbursement for reasonable
expenses actually incurred by members in behalf of the Corporation and may authorize payment
of reasonable compensation to members for services in any other capacity or for property
furnished to the Corporation.
SECTION 2 - BOARD OF DIRECTORS
2.1. Management. The affairs and the property of the corporation shall be managed by the
Board of Directors (hereinafter sometimes referred to as the Board). The directors shall act only
as a Board and individual directors shall have no power as such. Directors must be FULL or
FAMILY class members of the Corporation in good standing and must hold a valid amateur
radio license issued by the Federal Communications Commission.
2.2. Number of Directors. The Board of Directors of the Corporation shall be the officers of the
ARCC and a repeater trustee if applicable. The number of officers shall be six. The officers of
the club shall be a President (Caravan Master), a Vice President (First Officer), a Secretary, a
Treasurer, a Program Coordinator, and Special Events Coordinator. Prior to serving on the
Board, any person elected or appointed to the Board of Directors shall file an affidavit with the
corporation stating that he or she consents to being a member of the Board of Directors as
required by law.
2.2.1. Repeater Trustee. If the Corporation owns and operates a repeater or repeaters, the Board
of Directors shall appoint a repeater trustee who shall serve ex officio as a member of the
Board until he or she resigns or is removed from office. The Repeater Trustee shall serve
as the designated trustee on any amateur radio licenses issued to the Corporation by the
Federal Communications Commission and shall perform such other duties as from time to
time may be assigned to him by the Board or by the President. Notwithstanding any other
provisions of these Bylaws, the repeater trustee may be removed at any time with or
without cause and with or without notice at any meeting of the Board. Appointment of any
individual by the Board as repeater trustee shall automatically constitute removal of the
individual previously holding such office. A vacancy in the position of repeater trustee
shall be filled by the Board of Directors by appointment at the next Board Meeting of any
kind.
2.2.2 Resignation and Removal of Directors. Any director may be removed in the same manner
as provided in these Bylaws for the removal of an officer. Any director may resign at any
time by resigning his or her office in the ARCC.
2.3.3 Vacancies on the Board of Directors. Any vacancy occurring in the Board of Directors,
except the position of repeater trustee, shall be filled by a vote of the members as provided
in the Bylaws for the Vacancies of Offices.
2.3. Board Meetings. The Board of Directors shall convene meetings for the transaction of such
business as properly shall come before the Board. All Board meetings are open to eligible voting
members of the Corporation. The Board, at its discretion, may allow other persons to attend
Board meetings. All meetings of the Board shall be general meetings and open for the transaction
of any business within the powers of the Board without special notice of such business except in
any case where special notice is required by law, by the Articles of Incorporation or by these
Bylaws.
2.3.1. Annual Board Meeting. The annual meeting of the Board shall be held in November as
soon as practicable following the annual meeting of members but not later than fifty days
following that meeting. The annual budget of the Corporation shall be adopted at the
Annual Board Meeting. Annual reports, filings, taxes, and other work required by law, by
the Articles of Incorporation, or by these Bylaws shall be approved and signed by the
Board at the Annual Board Meeting.
2.3.2. Regular Board Meetings. The Board shall by resolution provide for regular meetings of the
Board during the months of February, May, and August to conduct business of the
Corporation. Meeting times and places will be set by the Board of Directors at least thirty
days before any Regular meeting.
2.3.3. Special Board Meetings. Special meetings of the Board shall be called at any time by the
Secretary upon the request of any director.
2.3.4. Place of Board Meetings. All meetings of the Board shall be held at such places as shall be
specified in the respective notices of such meetings or waivers thereof.
2.3.5. Notice of Board Meetings. Notice of every meeting of the Board shall be given personally,
by electronic mail (email), by telephone, by amateur radio communication, or by mail to
each Director, and shall be announced on regularly scheduled amateur radio nets not less
than three days nor more than thirty-five days before the meeting. If a notice is mailed or
electronically mailed (email), such notice shall be sent to each Director entitled to notice
at his or her postal address or email address as it appears on the books or records of the
Corporation. The notice of any meeting shall include the place, day, and time of the
meeting. No notice of the time, place or purpose of any meeting need be given to any
Director who attends such meeting or to any director who in writing, executed and filed
with the records of the corporation, either before or after the holding of such meeting,
waives such notice.
2.4. Quorum at Board Meetings. At all meetings of the Board the presence in person of onethird
of the directors (but not less than three) shall be necessary and sufficient to constitute a
quorum for the transaction of business. Any director may participate in a meeting by means of a
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time. Participation by such means
shall constitute presence in person at the meeting. Proxy votes are not permitted at Board
Meetings and will not be counted towards the quorum.
2.5. Voting at Board Meetings. At all meetings of the Board, or of any committee thereof,
except as otherwise provided by law or by the Bylaws, all matters shall be decided by the vote of
a majority of the Directors present. Proxy votes shall not be permitted at Board Meetings.
2.5.1. No Meeting Required. Any action which is required or permitted to be taken at a meeting
of the directors, or a committee, may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all of the elected directors, or members of the
committee. The consent shall have the same effect as a unanimous vote. Such action shall
be effective as of the date specified in the consent. Written consent may be provided by
electronic mail (email).
2.6. Compensation. The directors shall not receive compensation for their services as such but
the Board may authorize reimbursement for reasonable expenses actually incurred by directors in
behalf of the Corporation and may authorize payment of reasonable compensation to directors
for services in any other capacity or for property furnished to the Corporation.
SECTION 3 - OFFICERS
3.1. Number of Officers. The officers of the club shall be a President (Caravan Master), a Vice
President (First Officer), a Secretary, a Treasurer, a Program Coordinator, and Special Events
Coordinator.
3.2. Election of Officers. The officers of the ARCC shall be the Directors of the Corporation
and shall be chosen as follows. Officers shall be elected from the membership of the
Corporation. The officer elected first by the members at the annual meeting of the membership in
even-numbered years shall be President (Caravan Master), the second officer so elected shall be
Secretary, and the third officer so elected shall be Program Coordinator. The officer elected first
by the members at the annual meeting of the membership in odd-numbered years shall be Vice
President (First Officer), the second officer so elected shall be Treasurer, and the third officer so
elected shall be Special Events Coordinator. Each officer so elected shall take office on the first
day of the first calendar month following election and shall serve for a term of two years.
Officers, if so elected, are limited to serve two consecutive terms only.
3.3. Removal of Officers. Any officer may be removed at any time with or without cause and
with or without notice at any meeting of the members by a vote of two thirds of the members of
the corporation eligible to vote. Any officer may be removed at any time for cause, with or
without notice, at any meeting of the Board of Directors by a vote of a majority of the directors.
Any officer may resign at any time without cause, but that officer shall immediately inform the
Board of Directors, the President, or the Secretary of the vacancy.
3.4. Vacancies of Offices. Any vacancy occurring in an office of the ARCC, shall be filled by a
vote of the members at the next meeting of the membership be it an annual, a regular, or a
special meeting. An officer so selected shall serve for the unexpired term of his or her
predecessor in office.
3.5. Officers of the ARCC.
3.5.1. President. The President (Caravan Master) shall be the chief executive officer of the
Corporation and shall have general supervision over the affairs and property of the
Corporation and over its several officers, and shall generally do and perform all acts
incident to the office of President. The President shall preside at all meetings of the
members and of the Board and shall have such other powers and duties as may be
assigned to him from time to time by the Board or as prescribed by these Bylaws. When
authorized by the Board, the President may execute in the name of the corporation; deeds,
mortgages, bonds, contracts or other instruments authorized by the Board, except in cases
where the execution thereof shall be expressly delegated by the Board or by these bylaws
to some other officer or agent of the Corporation.
3.5.2. Vice President. The Vice President (First Officer) shall perform all the duties of the
President at his request or in his absence or disability. When so acting, The Vice President
shall have all the powers of and be subject to all the restrictions upon the President. When
authorized by the Board, the Vice President may also sign and execute, in the name of the
corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the
Board, except in cases where the signing and execution thereof shall be expressly
delegated by the Board or by these Bylaws to some other officer or agent of the
corporation. The Vice President will assist the Special Events Coordinator and shall
perform such other duties as from time to time may be assigned to him by the Board or by
the President.
3.5.3. Treasurer. The Treasurer shall act under the supervision of the Board and shall have
charge and custody of, and be responsible for, all the funds of the Corporation and shall
keep, or cause to be kept, and shall be responsible for the keeping of, accurate and
adequate records of the assets, liabilities and transactions of the Corporation. He or she
shall deposit all money and other valuable effects of the Corporation in the name of and to
the credit of the Corporation in such banks, trust companies, or other depositaries as may
be designated in the manner provided in section 5.3 hereof. He or she shall disburse the
funds of the Corporation based upon proper vouchers for such disbursements. The
Treasurer shall be responsible for submitting a proposed annual budget for the
Corporation to the Board at their annual meeting. He or she shall perform all the duties
normally incident to the office of Treasurer and such other duties as may from time to
time be assigned to him by the Board or the President. If required by the Board, the
Treasurer shall be bonded for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board shall determine. The expense of such bond shall be
paid by the Corporation.
3.5.4. Secretary. The Secretary shall act as secretary of, and keep the minutes of, all meetings of
the Board and of the members in one or more books provided for that purpose, and
whenever required by the President, he or she shall perform like duties for any committee;
provided that in the absence of the Secretary, the President may designate any person to
act as Secretary for any meeting. The Secretary shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he or she shall have charge of the
books, records and papers of the Corporation relating to its organization as a corporation
and shall see that all reports, statements and other documents required by law, by the
articles of corporation, or by these Bylaws are properly kept or filed, except to the extent
that the same are to be kept or filed by the Treasurer. He or she shall perform all the duties
normally incident to the office of Secretary and such other duties as may from time to time
be assigned to him or her by the Board or by the President.
3.5.5. Special Events Coordinator. The Special Events Coordinator shall organize all non-meeting
events of the ARCC. Events of the club shall be specified by the Board of Directors and
may include the annual events of Winter Fest (Christmas party), Field Day, Corn Feed
(summer event), Tailgates (swap meets), and other ad hoc amateur radio events as may be
directed by the Board. The Special Events Coordinator shall preside over the Special
Events Committee and will arrange the dates, times, location, volunteer help, meals (if
any), equipment, supplies, schedules, and the agenda or program for each event.
Furthermore, the Special Events Coordinator will maintain a list of volunteers that have
agreed to assist with special events of the club.
3.5.6. Program Coordinator. The Program Coordinator shall organize the technical, educational,
or informational amateur radio programs for each regular membership meeting and for
special meetings as directed by the President. He or she will be responsible for obtaining
guest speakers, arranging for meeting rooms, securing any audio/visual equipment needed,
providing for refreshments, and managing refreshment equipment and supplies. The
Program Coordinator will preside over the Program Committee and shall provide the
Secretary with information regarding the programs and guest speakers in order to include
them with the notices of meetings as required by these Bylaws.
SECTION 4 - COMMITTEES
4.1. Audit Committee. The President shall appoint an Audit Committee consisting of at least
two members of the corporation, none of whom is a director, and its number and composition
may be changed from time to time by the President. The Committee shall audit the books and
accounts of the Corporation annually and shall report the results of its audit to the members of
the corporation at the annual meeting. This provision shall not be construed to limit the power of
the corporation to engage professional accountants to conduct such an audit or to provide other
services to the corporation when deemed appropriate by the Board.
4.2. Nominating Committee. The President shall appoint a Nominating Committee consisting of
at least three members of the corporation, none of whom is a director, and its number and
composition may be changed from time to time by the President. The Committee shall present a
proposed slate of officers and directors for consideration at each annual meeting of the members.
Additional nominations may be made from the floor at the annual meeting by any member
eligible to vote.
4.3. Special Events Committee. The President shall appoint a Special Events Committee
consisting of the Special Events Coordinator, the Vice President and at least two additional
members of the Corporation, whether or not directors. The number and composition of these
additional members may be changed from time to time by the President. The committee will
assist the Special Events Coordinator with organizing and executing the special events of the
ARCC and to assist the Coordinator in his or her other assigned responsibilities. Furthermore, the
Special Events Committee, as a whole, will recruit volunteers to assist with special events of the
club.
4.4. Program Committee. The President shall appoint a Program Committee consisting of the
Program Coordinator and at least two additional members of the Corporation, whether or not
directors. The number and composition of these additional members may be changed from time
to time by the President. The Program Committee will assist the Program Coordinator in
organizing programs, activities, and refreshments for the membership meetings and to assist the
Program Coordinator in his or her other assigned responsibilities. A crucial responsibility of the
Committee will be securing a slate of guest speakers, programs, or activities for the regular
membership meetings.
4.5. Executive Committee. A majority of the Board may appoint an Executive Committee
consisting of the President and at least two other directors designated by the Board. The number
of members of the Executive Committee and the composition of the Committee, other than the
position occupied by the President, may be changed from time to time by a majority of the
Board, and the Committee may at any time be disbanded by a majority of the Board. Vacancies
in the committee may be filled by a majority of the Board at any meeting. Any member or
members of the Executive Committee may be removed from membership on said committee at
any time with or without cause by a vote of the majority of the Board at any meeting of the
Board. The Committee shall, during the intervals between meetings of the Board, possess and
exercise all of the powers of the Board in the management of the affairs and property of the
corporation except as otherwise provided by law, the Bylaws or by resolution of the Board. The
presence of a majority of the members of the Committee shall be necessary and sufficient to
constitute a quorum and the act of a majority of the members of the Committee present shall be
the act of the Committee. The Committee shall keep full and fair records and accounts of its
proceedings and transactions. All actions by the Committee shall be reported to the Board at its
next meeting succeeding such action and shall be subject to revision and alteration by the Board,
provided that no rights of third persons shall be affected by any revision or alteration.
4.6. Finance Committee. The President may appoint a Finance Committee consisting of the
Treasurer and at least two additional members of the corporation, whether or not directors, and
the number and composition of these additional members may be changed from time to time by
the President. The Committee shall submit a proposed budget for the forthcoming fiscal year to
the Board for consideration prior to the annual meeting. The Committee shall advise the Board
concerning the Corporation's income, the investment of its funds, and other financial matters.
The recommendations of the Committee on such matters shall be submitted to the Board for
consideration.
4.7. Repeater Committee. The President may appoint a Repeater Committee consisting of the
Repeater Trustee and at least two additional members of the Corporation, whether or not
directors. The number and composition of these additional members may be changed from time
to time by the President. The Committee shall oversee operation and maintenance of any repeater
stations owned, operated, or maintained by the Corporation and shall make recommendations for
consideration by the Board regarding proposed modifications and improvements to repeater
systems and facilities.
4.8. Other Committees. The President may from time to time appoint other committees of
directors or members, with such functions, powers and duties as may be assigned by the
President and approved by the Board of Directors.
SECTION 5 - FINANCIAL PROVISIONS
5.1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of October in each
year, thus fiscal years shall run from November 1 to the following October 31.
5.2. Disbursements. The President and the Treasurer shall be authorized to sign checks, drafts,
and other orders for the payment of money out of the funds of the Corporation. Disbursements
of non-budgeted money or disposition of property may not be made without approval from the
Board of Directors. No officer shall write a check to himself.
5.3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time
to time to the credit of the corporation in such banks, trust companies or other depositaries as the
Board may from time to time select or as may be selected by the Treasurer.
5.4. Petty Cash Account. The Treasurer shall maintain a petty cash account for receiving cash
payments of dues and paying for small purchases. As the cash accumulates, the Treasurer shall
deposit unneeded amounts into the Corporation’s bank account from time to time.
5.5. Capital Account. The Treasurer shall maintain a separate fund for the repair and
replacement of the Corporation’s capital equipment such its repeaters, tower, antennas and
repeater building. The account shall be funded through earmarks from each member’s annual
dues and from individuals who want to support the Corporation’s capital equipment.
5.6. Membership Dues. The Board of Directors may determine from time to time the amount of
dues payable to the corporation by members of each class. All members, except Honorary
members, shall pay dues annually. Dues shall be payable not later than the date of the annual
meeting of the members. Dues amounts shall be for the full year for each applicable class no
matter when within the year they are paid, except dues of a new member shall be prorated from
the first day of the month in which the new member joins the club through the remainder of the
membership year of the corporation. Dues will not be refunded to any member leaving the
corporation for any reason.
5.7. Execution of Contracts. The President, acting with the Treasurer, may enter into any
contract or execute any contract or other instrument in the name and on behalf of the
Corporation, unless the Board shall otherwise determine. The Board may authorize any officer,
member, or agent, in the name of and on behalf of the Corporation, to enter into any contract or
execute and deliver any instrument, and such authority may be general or confined to specific
instances. Unless so authorized by these Bylaws or by the Board, no officer, member, or agent
shall have any power to bind the corporation by any contract, or engagement, or to pledge its
credit, or to render it liable pecuniary for any purpose or in any amount.
5.8. Loans. No loan shall be contracted on behalf of the corporation unless it is specifically
authorized by the Board of Directors in writing.
5.8. Commercial Paper. All checks, drafts and other orders for the payment of money out of the
funds of the Corporation, and all notes or evidences of indebtedness of the Corporation, shall be
executed on behalf of the Corporation by such officer or officers as the Board may, by
resolution, from time to time determine.
SECTION 6 - MISCELLANEOUS PROVISIONS
6.1. Notices. Except as may otherwise be required by law, any notice required to be given under
these Bylaws shall, if given by mail, be deemed to be sufficient if given by depositing the same
in a post office box in a sealed postpaid wrapper, addressed to the person entitled thereto at his
last post office address appearing on the records of the Corporation, and such notice shall be
deemed to have been given on the day of such mailing. Any notices required to be given under
these Bylaws may be waived by the person entitled thereto in writing (including electronic mail),
whether before or after the meeting or other matter in respect of which such notice is to be given,
and in such event such notice need not be given to such person.
6.2. Repeaters. The Corporation may own, operate, sponsor, maintain, or support such repeaters
or other amateur radio stations for the use by any licensed amateur radio operators, whether or
not they are members of the ARCC, as may be determined by the Board of Directors. This
provision shall not be construed to limit the power of the Corporation as otherwise provided by
these Bylaws or the Articles of Incorporation or by law.
6.3. Radio Net. The corporation may conduct one or more regularly scheduled radio nets as
provided by the Board of Directors for the purpose of disseminating information to the members,
facilitating communications among the members, training members in communications
procedures, relaying messages for third parties as a public service, and testing emergency
communications equipment and capabilities.
6.4. Offices. The Board may establish, from time to time, one or more physical offices of the
Corporation at any place or places within or out of the State of New Mexico and may maintain
such office or offices for such period or periods of time as it may deem expedient.
SECTION 7 - AMENDMENT OF BYLAWS
These Bylaws or any of them may be altered, amended or repealed, or new Bylaws may
be made, at any regular or special meeting by a vote of a majority of the members present and
eligible to vote, provided that notice of such alteration, amendment or repeal shall be included in
any notice otherwise required to be given of such meeting.
ADOPTION OF BYLAWS
The foregoing Bylaws have been duly adopted by the Board of Directors of the
Corporation on the 19th day of June, 2012.
AMATEUR RADIO CARAVAN CLUB
OF NEW MEXICO, INC.
By \signed\
Donald Wood W5FHA
President
By \signed\
Peter Stine KE5WTM
Treasurer
By \signed\
Patricia Wood KE5FVS
Secretary
By \signed\
Tim Cline KD5YMT
Program Coordinator
Amendment 1 – Web Site Committee
Whereas a web site is important for recruiting new members and sharing
information with current members and the public, the Board of Directors of the Amateur
Radio Caravan Club of New Mexico, Inc. recognizes that a Web Site Committee should be a
perpetuated committee of the ARCC and the Web Site Committee should be enumerated as
a permanent committee in the Bylaws. The following amendment to the Bylaws is offered
to the membership and recommended for approval by the Board of Directors:
4.9. Web Site Committee. The President shall appoint a Web Site Committee consisting of
three members, two of whom must be members of the Corporation, whether or not
directors. The members of the committee will elect a Web Master from within the
committee. The Web Site Committee will be responsible for establishing and maintaining a
web site dedicated to the furtherance of the goals of the Corporation. The Web Site
Committee will report to the President and receive guidance from the Board.
Amendment 1 to the Bylaws of the Amateur Radio Caravan Club of New Mexico, Inc. was
Approved by the membership on 08 March 2013 in accordance
with Section 7 of the Bylaws dated June 2012.
/signed/ 08Mar13
Scott Webb N5SQR, Caravan Master
/signed by Pat Wood, acting Secretary/ 3/8/13
for Laura Cline KF5HLP, Secretary
Amendment 2 – Dissolution of the Corporation
Whereas the members and Board of Directors of the Amateur Radio Caravan Club of
New Mexico, Inc. have no desire to dissolve the corporation at this, or any other, time;
planning for the possibility of the Corporation’s end is a prudent business matter.
Furthermore, the Corporation owns real property in the form of a repeater building, and
the plans for disposing of it and other Corporation property must be explained in tax
exemption applications. Therefore, the following amendment to the Bylaws is offered to the
membership and recommended for approval by the Board of Directors:
5.9. Dissolution of the Corporation. Upon a vote by the membership to end the Amateur
Radio Caravan Club, or if the Board of Directors votes to dissolve the corporation, the
Board of Directors will be responsible for disbursing the club’s assets as outlined in the
following paragraphs. Except as noted below, the board may assign the performance of the
following tasks to any board member or full member of the club that the board sees fit.
5.9.1. Repeater Site Dissolution. If the Corporation owns a repeater at the time of
corporate dissolution, the President will direct the Repeater Trustee to shut down the
repeater and cancel the Federal Communications Commission (FCC) license for it. The
repeater building, tower, antennas, repeater system, and all Corporation owned items in
the building will be donated to a non‐profit amateur radio organization approved by the
Board. The Board will notify the land owner of the repeater site, and any
organizations/persons having equipment at the site, of the transfer of the repeater
ownership. The Board will inform the new owner of the repeater regarding all utilities and
agreements previously used by the Corporation, of FCC licensing requirements, and of any
organizations/persons having equipment at the site. The Board will, as expeditiously as
possible, close all utility accounts and cancel all agreements regarding the Corporation.
5.9.2 Non‐Repeater Corporate Assets. Following the dissolution of any repeaters, the
Board of Directors shall close all accounts, cancel all agreements, and liquidate all nonmonetary
assets and provide the funds to the Treasurer. After paying final expenses of the
Corporation including paying final filing fees and taxes, the Treasurer will donate the
remaining funds of the Corporation to the American Radio Relay League.
Amendment 2 to the Bylaws of the Amateur Radio Caravan Club of New Mexico, Inc. was
Approved by the membership on 11 October 2013 in accordance
with Section 7 of the Bylaws dated June 2012.
/signed/ 11Oct13
Scott Webb N5SQR, Caravan Master
/signed/ 11Oct13
Laura Cline KF5HLP, Secretary
Amendment 3 – Change to Paragraph 4.1
Whereas the term “audit” has particular meaning and significance to those familiar with generally accepted accounting practices and the committee and duties described in Paragraph 4.1 of the Bylaws do not rise to that level of rigor, the Board of Directors of the Amateur Radio Caravan Club of New Mexico, Inc. believes that the paragraph should be amended to describe actual practice. The following amendment to the Bylaws, which replaces paragraph 4.1 in its entirety, is offered to the membership and recommended for approval by the Board of Directors:
4.1. Financial Review Committee. The President shall appoint a Financial Review Committee consisting of at least two members of the corporation, none of whom is a director or has signature authority. The Committee’s number and composition may be changed from time to time by the President. The Committee shall review the books and accounts of the Corporation annually, as soon as practical following the close of the fiscal year, and shall report the results to the members of the corporation at the following regular meeting. This provision shall not be construed to limit the power of the corporation to engage professional accountants to conduct an independent audit or to provide other services to the corporation when deemed appropriate by the Board.
Amendment 3 to the Bylaws of the Amateur Radio Caravan Club of New Mexico, Inc. was
Approved by the membership on 14 April 2017 in accordance
with Section 7 of the Bylaws dated June 2012.
/signed/ 14Apr17
Tim Cline, KD5YMT, Caravan Master
/signed/ 14Apr17
Neal Doren, W5NED, Secretary