ARTICLES OF INCORPORATION OF THE TALLAHASSEE AMATEUR RADIO SOCIETY, INCORPORATED A FLORIDA NOT FOR PROFIT CORPORATION
The undersigned, acting as incorporators of a corporation pursuant to Chapter 617, Florida Statutes, adopt the following
Articles of Incorporation:
ARTICLE I – NAME
The name of the corporation shall be The Tallahassee Amateur Radio Society, Incorporated.
ARTICLE II – DURATION
The duration of this corporation is perpetual.
ARTICLE III – PURPOSE
This corporation is organized
For charitable, educational, and scientific purposes;
To provide amateur radio service to the public as a voluntary non-commercial communications service, particularly with respect to providing emergency communications to the public and governmental agencies;
To continue and extend the amateur’s proven ability to contribute to the advancement of the radio art;
To provide education and training classes for the general public, not only to qualify for amateur radio licenses under Part 97 of the Federal Communications Commission Regulations, but also to advance skills in both the communications and technical phases of the radio art;
To help expand the existing reservoir within the amateur radio service of trained operators, technicians, and electronics experts; and,
To further the amateur’s ability to enhance international goodwill.
This corporation shall have and exercise all rights and powers conferred upon corporations under the laws of the State of Florida, not inconsistent with the purposes set forth in paragraph A, immediately above, and Article IV below.
ARTICLE IV – BASIS UNDER WHICH CORPORATION ORGANIZED
This corporation is a not for profit corporation as defined by the Not For Profit Corporation Act in Section 617.01 of the Florida Statutes, and is organized on a nonstock basis. As such, it is not organized for the pecuniary gain or profit of, and neither its net earning nor any part thereof is distributable to, its members, directors, or officers.
ARTICLE V – MEMBERSHIP
The authorized number, qualifications, and manner of admission of members of this corporation, the different classes of membership, if any, the property, voting, and other rights and privileges of members, the liability of member for dues and assessments and the method of collection thereof, and the termination and transfer of membership shall be as set forth in the bylaws of this corporation.
ARTICLE VI – MANAGEMENT OF CORPORATE AFFAIRS
Board of Directors. The powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by a board of not less than four directors. The number of directors provided for in these Articles of Incorporation may be changed by a bylaw adopted by the board of directors or members entitled to vote so long as the number is never less than four.
Election of Directors. The method of electing directors shall be set forth in the bylaws.
Elective Officers. The officers of this corporation shall be a president, a vice-president, a secretary, and a treasurer. Other offices and officers may be established or appointed by the members of this corporation at any regular or annual meeting or any special meeting of members called for such purpose. The qualifications, the time and manner of electing or appointing, the duties of, the terms of office, and the manner of removing officers shall be as set forth in the bylaws.
ARTICLE VII – BYLAWS
Bylaws will be adopted at the first meeting of the board of directors. Such bylaws may be amended, repealed, in whole or in part, by the members in the manner provided in the bylaws. Any amendments to the bylaws shall be binding on all members of this corporation.
ARTICLE VIII – INITIAL BOARD OF DIRECTORS
The following persons shall serve the corporation as directors until the first annual meeting or other meeting called to elect directors:
John R. Hills
1004 Lasswade Drive, Tallahassee, FL 32312
Paul S. Morse
3741 Suffolk Drive, Tallahassee, PL 32308
8333 Old St. Augustine Rd., Tallahassee, FL 32311
James E. Hinkle
Rt. 7 Box 5010, Quincy, FL 32351
ARTICLE IX – INCORPORATORS
The name and address of each incorporator are as follows:
John R. Hills
1004 Lasswade Drive, Tallahassee, FL 32312
Paul S. Morse
3741 Suffolk Drive, Tallahassee, FL 32308
8333 Old St. Augustine Rd., Tallahassee, FL 32311
James E. Hinkle
Rt.7 Box 5010, Quincy, FL 32351
ARTICLE X – REGISTERED OFFICE AND REGISTERED AGENT
The street address of the corporation’s initial registered office is 2116 Gibbs Drive, Tallahassee, Florida 32303, and the name of the corporation’s initial registered agent at such address is George L. Thurston, III.
ARTICLE XI – INCOME PROM PUBLIC EVENTS
If this corporation holds any events in which members of the general public are invited to participate for a fee, the net proceeds, if any, attributable to such participation by nonmembers will be paid over to an organization that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 on an annual basis, unless this corporation itself is a tax exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986.
ARTICLE XII – DISTRIBUTION ON DISSOLUTION
In the event of dissolution, the residual assets of the corporation will be turned over to one or more organizations which themselves are exempt as organizations described in Sections 501(c)(3) or 170(c)(2) of the Internal Revenue Code of 1986 or corresponding sections of such code as subsequently amended, or to the federal, state, or local government to be used exclusively for public purposes.
ARTICLE XIII – AMENDMENT OF ARTICLES
These articles may be amended by a two-thirds vote of the members present at a regular meeting. Proposals for amendments to these articles shall be submitted at a regular meeting and may not be voted on until the next regular meeting. Written notice of the amendments shall be given to members prior to the meeting in which the amendment is considered for adoption.
BYLAWS OF THE TALLAHASSEE AMATEUR RADIO SOCIETY, INCORPORATED
ARTICLE I – MEMBERSHIP AND VOTING
Section 1.01 Membership and Voting. All persons, regardless of race, color, religion, sex, and national or ethnic origin, having a valid Amateur Radio license, shall be eligible for membership under one of the following categories:
Section 1.01.01 Individual. An Individual Member shall be admitted upon both payment of dues, as applicable, for a period covered by the dues and upon approval by a majority of the members present at a regular meeting, except as indicated below.
Section 1.01.02. Family. Family Membership is multiple family members covered by the same dues as the individual and must be approved by the members in the same manner as the Individual. Family members must reside at the same address as the Individual. Family Membership shall carry all the rights and privileges including voting.
Section 1.01.03. Student Membership. Students (elementary school through college) may become members without paying dues by presenting valid identification. Student membership shall carry all the rights and privileges except voting.
Section 1.01.04. Introductory. An Introductory Membership is an individual who has earned his initial Amateur Radio license of any class at a TARS-sponsored testing session. Dues are waived for the remainder of the calendar year. Introductory membership shall carry all the rights and privileges except voting.
Section 1.01.05. Honorary Membership. The emergency management director of Leon County and the Executive Director of the Capital Area Chapter of the American Red Cross shall automatically be honorary members of the society. From time to time, as provided by the membership on each occasion, distinguished persons may be presented with honorary membership with an automatic waiver of dues. Honorary membership shall carry all the rights and privileges except voting.
Section 1.02. Voting. Each paying member shall be entitled to one vote. However, no member shall be entitled to vote if that member has not paid, up to date, the dues of his membership.
ARTICLE II – MEETINGS OF MEMBERS
Section 2.01. Place of Meetings. Meetings of the members of the Society shall be held at such place as may be determined by the Board of Directors.
Section 2.02. Annual Meetings. The first annual meeting of members shall be held on the first Thursday in the month of June, 1991, at the hour of 7:30 p.m. Subsequent annual meetings of members shall be held each year thereafter in the month of June immediately before the regular monthly meeting scheduled for that mouth. Effective in 2017 the annual meeting of the members shall be held the first Thursday of the month of November.
Section 2.03. Regular Meetings. Regular meetings shall normally be held on the first Thursday of each month. The meeting may be held on another day if set by a majority vote at a prior regular meeting.
Section 2.04. Special Meetings. Special meetings of the members may be called by the President, Board of Directors, or by the Secretary upon his receiving a petition signed by no less than 15% of all members qualified to vote as provided for in Section 1.03 of these By-laws. Such a petition shall name the time and the place of the proposed meeting. Upon the receipt of the petition, and upon his verification that the signatures thereon are those of current members whose dues are paid up, the Secretary shall notify all members eligible to vote of the proposed
time and place of the meeting, which must be no less than two weeks subsequent to his receipt of the petition and no less than four working days subsequent to the date of mailing the notice.
Section 2.05. Notice. A notice of each meeting of the members shall be provided to each member having the right and entitled to vote at such meeting at his address as it appears on the records of the society, not less than four nor more than ten working days before the date set for the meeting. The notice shall state the purpose of the meeting and the time and place it is to be held. Such notice shall be sufficient for that meeting and any adjournment thereof.
ARTICLE III – CONDUCT OF MEETINGS
Section 3.01. Rules of Order. Roberts Rules of Order shall govern the conduct of meetings to the extent applicable except as otherwise provided herein.
Section 3.02. Regular Meeting. The order of business at a regular meeting shall be:
Call to order.
Introduction of guests.
Program, not to exceed 45 minutes in length unless waived by a majority vote.
Treasurer’s report and approval of minutes.
Open discussion not to exceed 15 minutes in length unless waived by a majority vote.
The order of business may be changed at a meeting by a majority vote.
Section 3.03. Limitation of Discussions. During open discussion members can speak on any topic, but for no longer than five minutes per member. Motions are out of order during open discussion and minutes will not be kept of the discussion.
Section 3.04. Debate on Motions. Debate on motions is limited as follows: The member who makes a motion may first speak for five minutes in support of the motion. Other members speaking in support or in opposition to the motion may speak once for two minutes until every member has had one opportunity to speak. The maker of the motion may then speak for three minutes in rebuttal to any opponents. Thereafter subsequent rounds of debate may be allowed with each member again being allowed to speak once for two minutes until all wanting to speak have been heard. Debate on any motion may be stopped by the Presiding Officer subject to his immediately appointing a committee to meet and report back at the next regular meeting with a recommendation on the motion in issue. The Presiding Officer may not thereafter stop debate on the same motion at that next meeting.
Section 3.05. Special Meeting. The order of business at a special meeting shall be set by the President.
ARTICLE IV – DUES
Section 4.01. Annual Dues. Each member shall pay annual dues in January each year. The deadline for paying dues for renewing membership is February 20, after which all privileges of membership will be terminated.
Section 4.02. A terminated member may be reinstated by reapplying and paying the FULL DUES for the current year.
Section 4.03. Dues paid after November 1 will be applied to the next calendar year.
ARTICLE V – NOMINATION OF CANDIDATES FOR OFFICE
Section 5.01. Nomination Committee. At the September meeting the President shall appoint a committee to make nominations for society officers. The committee shall report an initial slate of candidates at the October regular meeting.
Section 5.02. Nominations from Floor. Any member may make nominations from the floor at the annual meeting.
ARTICLE VI – THE BOARD OF DIRECTORS
Section 6.01. Number and Qualifications. The business and affairs of the Society shall be managed by a Board of not less than four (4) Directors. The number of Directors may be changed, from time to time, by amendment of this section, but may not be less than four (4). The number of Directors shall currently be five (5) with the fifth Director elected at large.
Section 6.02. Persons Elected. The Persons elected to serve as the President, Vice President, Secretary and Treasurer shall serve on the board of directors.
Section 6.03. Election. Members of the initial Board of Directors shall hold office until the first annual meeting of the members and until their successors have been elected and qualified. At the first annual meeting of the members, and at each annual meeting thereafter, the members shall elect Directors to hold office beginning on July 1 and ending on June 30 of the following year. At the regular monthly meeting in November 2016 there shall be a special election to elect officers to hold office for the term of January 1, 2017 to December 31, 2017. Beginning November 2017, at each annual meeting the members shall elect Directors to hold office beginning on January 1 and ending on December 31 of the following year. Each Director shall hold office for the term for which he is elected (unless disqualified under the requirements of Section 4.01) and until his successor shall be elected and qualified.
Section 6.04. Meetings. The annual meeting of the Board of Directors shall take place immediately following the annual meeting of the members. Thereafter the Board of Directors shall meet no less frequently than once every four months. The time and place of such subsequent meetings shall be as determined by the Board, but such meetings shall not be outside of Leon County. Notice of Board of Directors meetings may be communicated by telephone. Additional meetings of the Board of Directors shall be upon the call of the President.
Section 6.05. Quorum. Three (3) Directors shall constitute a quorum for the transaction of business.
Section 6.06. Loans. The Board of Directors shall not have the power to borrow funds.
ARTICLE VII – THE OFFICERS
Section 7.01. Officers. The officers of this Society shall be: President, Vice-President, Secretary, and Treasurer.
Section 7.01.01. The President. The President shall preside at all meetings of this society and shall conduct the meetings according to the rules adopted. He shall enforce due observance of these articles and the bylaws, decide all questions of order, sign all official documents that are adopted by the society, and perform all customary duties Pertaining to the office of president.
Section 7.01.02. The Vice-President. The Vice-President shall assume all the duties of the President in the absence of the latter. The Vice-President is responsible for the program at regular meetings.
Section 7.01.03. The Secretary. The Secretary shall keep a record of the proceeding of all meetings, submit applications for membership, carry on all the correspondence, and mail written notices to each member.
Section 7.01.04. The Treasurer. The Treasurer shall keep an accurate account of all monies received and expended. He shall pay no bills without proper authorization as provided in Article VIII. At the end of each fiscal year, he shall submit an itemized statement of disbursements and receipts to the general membership. He shall be responsible for all society property and at the expiration of his term of office shall turn over all items.
Section 7.02. Term of Office. The officers of this Society shall be elected from the membership for a term of one year at the annual meeting. Their term of office shall begin on January1 and end on December 31 of the same year. Election shall be by a majority of members present and voting.
Section 7.03. Vacancies. Vacancies occurring between elections must be filled by special elections at the first regular meeting following the vacancy. If the membership of an officer lapses his office becomes vacant.
Section 7.04. Removal of Officers. Officers may be removed for cause by a three-fifths vote of the members present at a regular meeting.
ARTICLE VIII – AUTHORIZATION TO INCUR EXPENSES
Section 8.01 Authorization to Incur Expenses
Section 8.01.01. By Membership. The society by a majority vote at a meeting may authorize expenditures from its funds.
Section 8.01,02. By Officers. The President or Vice President, or in their absence, the Treasurer and the Secretary, may authorize an expenditure of up to $50.00 for immediate needs which must, in his or their discretion, be acted on prior to the next regular meeting. The approving officers shall report on the expenditure and the circumstances justifying its authorization at the next regular meeting.
Section 8.02. Repeater Fund. The Treasurer will, with each authorization of the repeater trustee, reimburse for expenditures incurred in repair of the club society’s repeater(s) and related equipment, to the limit of the repeater reserve fund, the amount of which shall be determined by a vote of the membership.
ARTICLE IX – REMUNERATION
Section 9.01. No member, Director or officer shall be entitled to any remuneration by ways of wages, salary or fees for his service. However, any member, Director, or officer may submit a request to the membership for repayment of actual expenses incurred by him on behalf of the Society, as provided in Article VIII. Before making any request, the member, Director, or Officer shall provide reasonable documentation or other proof of the expenditure and such proof shall be made a part of the Minutes of the Society.
ARTICLE X – BOOK AND RECORDS: INSPECTION
Section 10.01. The books, records, and papers of the Society shall be subject to inspection by any member during ordinary business hours. The articles of incorporation and by-laws of the Society shall be available for inspection by any member at the principal office of the Society.
ARTICLE XI – PRINTING OF THE ARTICLES OF INCORPORATION AND BYLAWS
Section 11.01. A reference to the society’s Articles of Incorporation and Bylaws that are stored on the Society’s website shall be published in the society’s newsletter for the month prior to the annual meeting.
ARTICLE X11 – AMENDMENT OF BY-LAWS
Section 12.01. Bylaws. These By-laws may be amended by a two-thirds vote of the members present at a regular meeting. Proposals for amendments to these By-laws shall be submitted at a regular meeting and may not be voted on until the next regular meeting. Written notice of the amendments shall be given to members prior to the meeting in which the amendment is considered for adoption.
David Miner, W4SKG
Tom Brooks, K4TB
November 3, 2016
Last Date Amended