For a fast scroll to a specific Article, click on one of the following links. 

• Article 1.0: Registered Office 
• Article 2.0: Corporate Seal 
• Article 3.0: Membership 
• Article 4.0: Meetings of Members 
• Article 5.0: Notice 
• Article 6.0: Board of Directors 
• Article 7.0: Officers 
• Article 8.0: Nominating Committee 
• Article 9.0: Technical Committee 
• Article 10.0: Control Operator Committee 
• Article 11.0: Amendments to Bylaws 
• Article 12.0: Fiscal Year 
• Revision History 

The registered office of the corporation required by the Minnesota Nonprofit Corporation Act to be maintained in the State of Minnesota is as provided and designated in the Articles of Incorporation. The Board of Directors of the corporation may, from time to time, change the location of the registered office pursuant to Section 317.19 of Minnesota Statutes. On or before the day that such change is to become effective, a certification of such change and of the location and post office address of the new registered office shall be filed with the Secretary of State of Minnesota as provided by law. 
 

Article 2.0 Corporate Seal

The corporation shall have no seal. 
 

Article 3.0 Membership

Section 3.1 General 

Membership is open to all licensed amateurs and to all other persons interested in supporting the purposes and activities of the club. 

Section 3.2 Classes of Members 

There shall be two classes of membership: 

1. Full Membership. This class of membership is open to all licensed radio amateurs and those actively engaged in a class leading to an amateur radio license. 
2. Associate Membership. This class of membership is open to all other persons who are interested in supporting and promoting the purposes and activities of the club. 

Applications for membership shall be submitted to the secretary of the club and referred to the Board of Directors for acceptance or rejection. No application for membership shall be rejected except for cause which would be adequate to terminate membership as set forth below. Payment of annual dues shall automatically renew the membership of a member in good standing. 

Section 3.4 Dues

The club dues structure shall be posted on the club internet web site .

The Board of Directors may make a motion to change the dues at a monthly club meeting.  The members at the subsequent monthly meeting shall vote on the motion with a simple majority causing the motion to pass. 

Section 3.5 Termination of Membership 

1. Any member of the club may resign his or her membership at any time. 
2. No member shall be expelled from membership except for conduct unbecoming a member or other serious cause. Conduct unbecoming a member is defined as follows: 
1. Any act which tends to bring public disgrace or disrepute upon the club. 
2. Malicious or grossly negligent damaging or destruction of club property or premises. 
3. Misappropriation of club funds or property. 
4. Operation of a radio transmitter in such a manner as to bring disfavor or condemnation on amateur radio or upon this club or to bring legal sanction on the member involved. 
5. Actions contrary to the policies or purposes of the club which are continued after the warning. 
Whenever a charge is made against a member which could result in his or her expulsion from membership, such charge shall be investigated by the Board of Directors. If the Board determines to proceed with the matter, the member involved shall be notified and given the opportunity to appear before the Board or, at the member's election, to respond in writing and answer or defend against such charge. After the member has been given reasonable opportunity to appear and defend, the Board of Directors shall act upon the charge and by a majority vote of all members of the Board either reject the charge, continue membership upon state conditions, or expel the member charged. 
3. The Board of Directors may, in its discretion, continue in effect the membership of a member who has failed to pay his or her current dues. 

Section 4.1 Place 

Meetings of members shall be held at such place within Olmsted County, Minnesota, as may be designated by the Board of Directors. 

Section 4.2 Regular Meetings 

The regular meetings of the members shall be held monthly at a place and time designated by the Board of Directors. 

Section 4.3 Annual Meeting 

The regular meeting of the members held during the month of December of each year shall also be the Annual Meeting. Such meetings shall be for the election of directors and officers and for the transaction of any other business. The notice of such Annual Meeting shall include any matters concerning which special notice is required. When an Annual Meeting has not been so held, or when officers and directors have not been elected thereat, they may be elected at a special meetings held for that purpose. Upon demand of any member, the president, the vice-president or secretary shall call such special meeting. 

Section 4.4 Special Meetings 

1. Special meetings may be called for any purpose at any time in the manner provided in clause (b) by the president, the Board of Directors, or any ten (10) or more members. 
2. The person or persons entitled to call a special meeting may make a written request to the president, vice- president, or secretary to call the meeting. Such officer shall give notice of the meetings to be held between ten and sixty days after receiving the request. If the officer fails to give notice of the meetings within seven days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of the meeting, and give notice in the manner provided by these bylaws. 

Notice of meetings and elections as provided in Article 5.0 hereof shall be given to all members of the club. 

Section 4.6 Quorum 

1. Subject to clause (c) of this Section, a quorum is necessary for the transaction of business at a meeting. A quorum for meetings of members shall be the presence of ten percent of the total voting membership. 
2. When a quorum is not present, any meeting may be adjourned from time to time for that reason. 
3. If a quorum is present at the beginning of a meeting, the continued presence of such quorum at the time of each vote thereat shall be presumed unless the presence of a quorum is challenged before the vote and the minutes reflect such challenge and the absence of a quorum. 

1. Each member of the club entitled to vote shall have one vote. 
2. There shall be no cumulative voting, no voting by proxy, no voting by mail, and no voting by absentee ballot. 
3. Members may vote by voice, ballot or by show of hands. 

When any meeting of the members is adjourned to another time or place, notice of the adjournment need not be given other than by announcement at the meeting at which adjournment is taken. 

Section 4.9 Rules For Conduct Of Meetings 

To the extent applicable and not inconsistent with the articles of incorporation and these bylaws, the rules contained in Robert's Rules of Order Revised shall govern the conduct of meetings of members. 
 

Article 5.0 Notice

As used in these bylaws, "notice" means a written notification of a meeting: 

1. Stating the time, place, and, in the case of a special meeting, purpose. 
2. Properly addressed according to the last available corporate records. 
3. Sent or delivered by a duly authorized person to each director or member entitled to vote at the meeting. 
4. Delivered or mailed not less than five nor more than 30 days before the meeting, excluding the day of the meeting. 

Section 6.1 Duties 

The business of the club shall be managed by its Board of Directors. Directors shall discharge their duties in good faith, and with the diligence and care which an ordinarily prudent  person in a like position would exercise under similar circumstances. The Board shall have the power and authority to do all things necessary to implement and achieve the purposes and goals of the club. These duties include, but are not limited to: 

1. Performing all functions allotted to it by other provisions of these bylaws or by the members of this club. 
2. Performing all functions given it by law and not herein allotted to the members of officers. 

1. The Board of Directors shall consist of five persons who shall each be full members of the corporation. The five persons who are elected by the members as president, vice-president, secretary, treasurer, and trustee (of the club station license) shall also, by their election as such officers, be elected as directors. 
2. Each director, shall be elected per Section 7.3 Term of Office.
3. The remaining members of the Board, though less than a quorum, shall fill any vacancy occurring on the Board. A person so selected shall hold office for the balance of the term of the person replaced and until his or her successor is selected and qualified. 

A majority of members of the corporation may, with or without cause, remove a director or the entire Board of Directors from office. Neither a director nor the entire Board of Directors shall be so removed unless the notice of the annual or special meeting at which removal is to be considered states such purpose. When a director or the Board of Directors has been so removed, new directors may be elected by the members at the same meeting. 

Section 6.4 Compensation 

Directors shall not be compensated for their services as such. 

Section 6.5 Regular Meetings 

The Board of Directors shall meet as often as it deems necessary but at least once during each term of office. The specific dates of regular meetings shall be established by the Board in advance. 

Section 6.6 Special Meetings 

1. Special meetings of the Board of Directors may be called for any purpose at any time in the manner provided in the following paragraph (b) by the president or by any two members of the Board. 
2. The persons entitled to call a special meeting may make a written request to the president, vice-president or secretary, to call the meeting. Such officer shall give notice of the meeting to be held between 10 and 30 days after receiving the request. If the officer fails to give notice of the meeting within 7 days from the day on which the request was made, the persons who requested the meeting may fix the time and place of the meeting and give notice in the manner provided by these bylaws. 
3. All special meetings of the Board of Directors shall be held within Olmsted County, Minnesota. 

1. Notice of all regular and special meetings shall be given as provided in Article 5.0 hereof except notice of regular directors' meetings may be given more than 30 days before a meeting. 
2. A director may make written waiver of notice before, at or after a meeting. The waiver shall be filed with the person who has been designated to act as secretary of the meeting who shall enter it upon the records of the meeting. Appearance at a meeting is deemed a waiver unless it is solely for the purpose of asserting the illegality of the meeting. Presence at a meeting where the date, time and place of another meeting is set, is also deemed a waiver of notice of such other meeting unless, again, such presence is solely for the purpose of asserting the illegality of the other meeting. 

1. A quorum of the Board of Directors is the presence of a majority of its members. Subject to the following paragraph (c), a quorum is necessary for the transaction of business at a meeting. 
2. When a quorum is not present, any meeting may be adjourned from time to time for that reason. 
3. If a quorum is present at the beginning of a meeting, the continued presence of such quorum at the time of each vote thereat shall be presumed unless the presence of a quorum is challenged before the vote and the minutes reflect such challenge and the absence of a quorum. 

1. Members of the Board of Directors must be present in person to vote. No director may vote by proxy, by "absentee ballot," or by mail. 
2. Each director shall have one vote. 
3. An act of the majority of directors present at a meeting at which a quorum is present is the act of the Board. 

Any action which could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing and signed by all of the directors. 
 

Article 7.0 Officers

Section 7.1 General 

The officers of the members and Board of Directors shall be a president, one vice-president, a secretary, a treasurer, and the trustee of the club station license. 

Section 7.2 Qualifications 

All officers must be natural persons of legal age. No person may hold more than one office at the same time. 

Section 7.3 Term Of Office 

Each officer, except the initial officers and the trustee of the club station license, shall be elected at the annual meeting of the members to serve until the end of the next annual meeting of members following his  or her election or until his or her successor is duly elected and qualified. The trustee of the club station license shall be elected, but shall retain that position without annual re-election until he or she resigns or is removed from office. In the event of any vacancy, the Board of Directors shall appoint a qualified successor to fill the vacant office until the next annual meeting of members. 

Section 7.4 Removal 

Any officer may be removed and his or her successor elected in the same manner as provided in Article 6.0, Section 6.3. 

Section 7.5 Duties Of The President 

The president shall preside at all meetings of the members and of the Board of Directors and conduct the same according to the rules adopted. He shall enforce due observance of the articles of incorporation and these bylaws, decide all questions of order, sign all documents authorized by the members of the Board of Directors, appoint all committees authorized by the members or the Board of Directors, and perform all other customary duties pertaining to the office of president. 

Section 7.6 Duties Of The Vice-President 

The vice-president shall assume all of the duties and preside in the absence of the president, succeed to his/her office in case of the president's death, removal, resignation or disability; and shall assist the president, and perform such duties as the president may assign to him/her. 

Section 7.7 Duties Of The Secretary 

The secretary shall keep a complete record of all meetings of the members of the corporation and its Board of Directors, keep a role of all members, submit applications for membership, carry on all correspondence, notify all officers and of their appointments, give due notice of all meetings to be held by the members and Board of Directors, have custody of all books and records belonging to the corporation, keep the articles of incorporation and the bylaws, and upon the expiration of his term deliver all club records to the succeeding secretary. 

Section 7.8 Duties Of The Treasurer 

The treasurer shall oversee collection of all dues and assessments levied against members of the club. He shall also receive and take charge of all funds belonging to the corporation; pay all bills authorized by the club membership, the Board of Directors, or the president; keep full and accurate records concerning all financial affairs of the corporation and report thereon regularly in writing; and shall have custody of all evidences of property belonging to the corporation. The treasurer shall submit an oral report of receipts and disbursements of the previous month at each regular meeting of the members and an annual written report at the first scheduled club meeting of the new fiscal year.  At the expiration of his or her  term, the treasurer shall deliver all of the club's financial records to the succeeding treasurer. At the beginning of each elected term, the records shall be audited by a committee appointed by the president. 
 

Article 8.0 Nominating Committee

By the first day of October each year, the president shall appoint a nominating committee of three full members. It shall be the duty of this committee to nominate candidates for election to the various officer-director positions at the next annual meeting of members. The Nominating Committee shall solicit suggestions for nominations from the members and shall report its nominations at the regular meeting of members in the following November. More than one candidate may be nominated for each position to be filled. 
 

Article 9.0 Technical Committee

1. The Rochester Amateur Radio Club Technical Committee shall be a standing committee responsible for the technical aspects of selecting, designing, building and maintaining equipment, and formulating operating procedures for equipment owned and/or operated by the club. 
2. The following special rules shall govern the membership and operation of the technical committee: 
1. Technical committee members shall be appointed at the regular meeting of the members in January of each year by the president subject to the approval of the members. Committee members may resign at any time by notifying the president and may be removed by the president with prior approval of the club members. 
2. The committee chairperson shall be the president of the club or his or her  designee. The chairperson shall be a non-voting member of the committee except in the case of tie votes, when the chairperson may cast the deciding vote. 
3. The committee shall consist of a minimum of four and a maximum of eight persons in addition to the chairperson. 
4. Routine maintenance expenses may be incurred by the committee without prior approval of the members of the club, the officers of the club, or the Board of Directors. Major expenses and additional equipment purchases must first be approved by the members of the club. 
5. The committee shall document all equipment additions and changes and report its activities at the regular club meetings. 

1. The Control Operator Committee shall be a standing committee responsible for assuring that proper and courteous procedures are followed by users of repeaters owned and/or operated by the Rochester Amateur Radio Club, Inc. 
2. The following special rules shall govern the membership and operation of the Control Operator Committee: 
1. Control operator committee members shall be appointed at the regular meeting of the members in January of each year by the president subject to the approval of the repeater trustees. Committee members may resign at any time by notifying the president and may be removed by the president with prior approval of the club repeater trustees. 
2. The committee shall establish operational guidelines which comply with FCC rules and regulations for repeater operation and monitoring. The guidelines must be presented and approved by the repeater trustees on a yearly basis. 
3. The committee shall establish and maintain control operators' schedules for monitoring the repeaters. The schedule shall include primary and secondary operators. 

The Board of Directors may propose the amendment of these bylaws by resolution setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of members. In addition, any five members may set forth a proposed amendment by petition which shall be filed with the secretary of the club. Notice of the meeting of the members, stating the purpose and including the proposed amendment or amendments, shall be given to each member entitled to vote on the proposed amendments, and to each officer-director. If such notice has been given, the proposed amendment or amendments may be adopted at any meeting of members. Adoption of any such amendment shall require a majority vote of members voting. 
 

Article 12.0 Fiscal Year

The fiscal year of the corporation shall commence on the first day of every January.