GBMK Bylaws

By-laws of the Green Bay Mike & Key Club, Inc (6/92) last modified 2015

Article One: Name of the Organization

1. The name of the organization shall be the Green Bay Mike & Key Club Inc.
2. The principal office of this club shall be located in the City of Green Bay, county of Brown, State of Wisconsin.

Article Two: Purpose and Scope

1. The promotion of the interest in amateur radio communication and experimentation.
2. The establishment of amateur radio networks to provide electronic communications in the event of disasters or other emergencies.
3. The furtherance of the public welfare.
4. The advancement of the radio art.
5. The fostering and promotion of non-commercial inter-communication by electronic means throughout the world.
6. The fostering of education in the field of electronic communication.
7. The promotion and conduct of research and development to further development of electronic communications.
8. The dissemination of technical, educational and scientific information relating to electronic communication.
9. Provide encouragement and educational opportunities to any person interested in participating in the radio art.
10. The printing and publishing of documents, pamphlets and other information necessary or incidental to any of the above purposes.

Article Three: Membership

1. Persons with a bona fide interest in amateur radio may obtain membership by application to the club with the filing of such information as the board of directors may require.
2. Active membership shall be granted upon acceptance of the application and remittance of the stipulated dues. (see article thirteen, sec 2)
3. Membership may not be denied on account of race, color, creed or handicapped condition.
4. Any member whose dues have not been waived and who is in arrears for longer than the first quarter of the fiscal year shall be dropped from the membership rolls. (see article thirteen, sec 2)

Article Four: Meetings

1. Meetings shall be held regularly on a schedule voted upon by the membership, unless the membership at a regular meeting shall vote to omit certain meetings.
2. The regular meeting in November shall be designated as the Annual Meeting and may not be omitted. This meeting shall be held on the second Thursday in the month at 7:00 p.m. For the purpose of election of directors and for the transaction of such other business as may come before the membership.
3. If the election of directors shall not be accomplished on the day of the annual meeting, the board of directors shall cause the election to be held at a special meeting of the membership as soon thereafter as may be convenient.
4. Special meetings may be called by the president or the board of directors or upon written application of ten members made to the secretary who shall cause notice to be given. Notice shall be given no less than one week prior to the date of the special meeting. No other business may be transacted at a special meeting.
5. A quorum shall consist of at least Ten (10) members, except as otherwise provided herein. If a quorum is not present at a meeting, a majority of the members present may adjourn the meeting without further notice.
6. The place of the meeting shall be determined by the members and the board of directors and shall be published at least one week prior to the meeting.

Article Five: Board of Directors

1. The business affairs of the club shall be managed by the Board of Directors.
2. Any action required or permitted by the articles of incorporation, or bylaws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting, if a consent is given by all the directors then in office.
3. The board shall consist of seven members elected by the general membership at the annual meeting. (see article four, sec 2)
4. Each member shall take office to coincide with the fiscal year and hold office for a term of one year.
5. The principal positions of the board of directors shall be: 1. President; 2. Vice president; 3. Secretary; 4. Treasurer; 5; Three members-at-large.
6. The Board of Directors meeting shall be held regularly, determined by the board but shall hold at least three meetings annually.
7. Special board meetings may be called by the president or the vice president or upon the request of two board members at any time on not less than forty eight hours notice.
8. A simple majority of the board constitutes a quorum.

Article Six: Board of Directors Duties

1. President. The President shall be the principal executive of the club. He shall be subject to the control of the Board of Directors. He/she shall in general supervise and control all of the business affairs of the club. He/she shall when present, preside at all meetings of the membership and of the Board of Directors. He shall have authority subject to such rules as may be prescribed by the board of directors to appoint any number of special officers to assist him in his duties. The president shall have authority to sign, execute and acknowledge on behalf of the club all bills, reports and other documents or instruments necessary to the proper operation of the club. The president may authorize any other board member as a representative to sign, execute and acknowledge on behalf of the club.
2. Vice President. In the absence of the President or in event of his death, inability or refusal to act, the Vice President shall perform the duties of the President and when doing so shall have all the powers of and be subject to all the restrictions upon the President.
3. Secretary. The Secretary shall keep the minutes of all regular and special meetings of the club, and in general perform all duties incident to the office of secretary.
4. Treasurer. The Treasurer shall oversee the collection and recording of the dues and the proper disbursement of all revenues of the club, insuring that a complete accounting of all funds received and disbursed is kept. The treasurer shall also keep an up-to-date membership list and provide this list to the Board of Directors upon demand.
5.  Three members at large who shall vote as board members. They shall perform  the duties of the Programs Committee. As a committee, to oversee the Club Banquet, Picnic, Field Day and Christmas Party. Within 30 days after each  event, provide a written report that can be used for a guide the next time the event takes place. 
6. The Board shall oversee the use and care of properties and equipment of the club.  Access to the equipment for any purpose including maintenance should include notification and presence of the President and/or other board member.

Article Seven: Special Officers

1. From time to time the President or Board of Directors may appoint a member of the club to act as an officer to preside over a certain committee meeting or perform other duties as prescribed.
2. When an officer is to preside over a committee meeting, he shall give prior notice of not less than forty eight hours to the president and secretary of where and when the meeting will be held. Meetings cannot be considered to be closed. However, the officer may decide who, besides the board of directors may give input at these meetings. No other business may be transacted at these meetings.
3. The length of term for appointed officers is at the discretion of the President but may not exceed the current fiscal year.
4. All reports, documents or instruments held by an officer shall be considered to be club property and shall be surrendered to the President upon demand. All committees presided over by an appointed officer shall be conducted in a manner subject to all restrictions placed by the President. All findings and determinations of these committees shall be presented to the President and the Board of Directors prior to any discussion before the membership.

Article Eight: Elections and Vacancies

1. The election of directors shall take place at the November regular meeting each year.
2. Nominations for office shall be announced in the September newsletter and nominations shall be taken up to the final vote at the annual Business Meeting in November.
3. Voting will be by written ballot. Ballots shall have all the names of the nominees for the seven offices printed on them along with a space for write-in candidates.
4. All licensed amateur radio members may vote in person or by proxy.
5. The individuals receiving the highest number of votes shall be named directors.
6. Vacancies on the Board of Directors for whatever reason shall be filled as soon as practicable by vote of the board members. The term of the elected board member shall be the remainder of the unexpired term.

Article Nine: Loans and Deposits

1. No loans shall be contracted on behalf of the club and no evidence of indebtedness shall be issued in its name unless authorized by or under the authority of the Board of Directors and the membership.
2. All funds of the club not otherwise employed shall be deposited from time to time to the credit of the club in such banks as selected by the Board of Directors.

Article Ten: Disbursements

1. No part of the assets or income of the corporation shall inure to the benefit of or be distributable to the members, the officers, or any of them, or to other private person, except that the corporation shall be authorized and empowered, but not required, to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of internal revenue code, or corresponding section of any future federal tax code, or (b) by an organization, the contributions to which are deductible under section 170(c)(2) of the internal revenue code, or corresponding section of any future tax code.

Article Eleven: Fiscal Year

1. The fiscal year of the club shall begin on January first and end on December thirty-first of each year.

Article Twelve: Parliamentary Authority

1. Roberts rules of order, revised edition, shall govern the conduct of business of the club in all cases in which they are applicable and not inconsistent with the articles of incorporation and these by-laws.

Article Thirteen: Membership Dues

1. The Board of Directors shall propose a dues schedule for the membership and present it at a regular meeting for the approval of the membership.
2. The Board of Directors may, at its discretion, waive dues or grant honorary memberships.

Article Fourteen: Rights of Members

1. The President and the Board of Directors shall use all reasonable means to inform the members of the activities, business and commitments of the club.
2. An action of the board of shall be subject to review by membership on request of any member at any regular meeting.
3. An action of the Board of Directors may be overruled by a two-thirds vote of the membership present voting at the next regular meeting provided that a quorum of 10 active members is present, and provided no rights of a third party are affected.
4. Any member of the club may be removed from the membership rolls by review of the Board of Directors, whenever, in its judgment, the best interest of the club will be served.

Article Fifteen: Amendments

1. Any proposed amendment to these by-laws may be submitted in writing at any regular meeting of the club.
2. An amendment shall only be voted upon at the Annual Meeting.
3. The amendment shall be approved only if approved by a majority of the active members present and voting.

Article Sixteen: Dissolution

1. Upon the dissolution of the corporation, its net assets shall be distributed as shall be determined by the directors then in office for one or more exempt purposes within the meaning of section 501(c)(3) of the internal revenue code, or corresponding section of any federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Circuit Court of Brown County exclusively for such purposes, or to such organization or organizations as said court shall determine, which are organized and operate exclusively for such purposes. It is the preference of the organization that such assets be distributed to the American Radio Relay League if that organization is in existence and is an organization described in section 501(c)(3) of the internal revenue code in effect at that time.

2007 Changes:
Article Four, section 2 - meeting time changed from 7:30 pm to 7pm.
Article Six, section 1 -"he" references changed to "he/she"
Article Six, section 5 -"he" references changed to "he/she"
Article Fourteen, section 3 - Quorum changed from 15 to 10.
2013 Changes:
Removal of the newsletter editor/ converted to a third member at large.
Addition: Board duties to oversee use and care of club property.
2015 Changes:
Article Six, Section 5 – Added duties of the At Large Members.