About the Club
DFMA By-Laws
By-Laws of the Durham FM Association, Incorporated. As revised April 22, 2026.
These by-laws govern the operation of the Durham FM Association, Incorporated — a North Carolina non-profit corporation. Parliamentary authority is Robert’s Rules of Order Revised in all cases where applicable and not inconsistent with these by-laws.
Article I — Mission
Section 1 — Mission
The DFMA mission is to encourage participation in the radio amateur civil emergency service of the State of North Carolina and the United States of America. To provide and maintain a means of rapid and accurate communication between amateur radio operators, and to assist in the coordination and communication between amateur radio operators; to provide training and distribute technical information to amateur radio operators.
Article II — Members
The members of The Association shall consist of persons interested in amateur radio who make proper application and payment of dues and are approved by a majority of the Board of Directors.
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§2Place of Meetings. All meetings of members shall be held at a place designated as agreed upon by a majority of the Board members. Members may attend in person, virtually, or by proxy.
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§3Membership Meetings. The regular membership meeting will be held on the second Tuesday of each month at a place designated by the Board of Directors. See Section 6 regarding the Notice of Meetings, as well as updates if the time or location has changed. The regular meeting will be held in person with the option for participants to join via video conferencing.
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§4Annual Meetings. The annual meeting of members shall be held in June of each year, for the purpose of electing directors and for the transaction of such other business as may be properly brought before the meeting.
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§5Special Meetings. Special meetings may be called at any time by the President, Secretary, any Member of the Board, or by any member pursuant to the written request of one-tenth of the members.
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§6Notice of Meetings. Notice stating the time and place of the meeting shall be delivered not less than five, nor more than thirty days before the date thereof, per currently available method, including website and online calendar, by or at the direction of the President, the Secretary, or other person calling the meeting, to each member of record entitled to vote. In the case of an annual meeting, the notice need not specifically state the business to be transacted unless it is a matter, other than election of directors, on which the members vote. In the case of a special meeting, the notice shall specifically state the purpose or purposes for which the meeting is called.
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§7Voting Lists. At least ten days before each meeting, the Secretary shall prepare an alphabetical list of members entitled to vote. This list shall be kept on file for ten days prior to the meeting and shall be subject to inspection by any member during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any member during the whole time of the meeting.
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§8Quorum. Ten percent of those on the membership roster entitled to vote, represented in person, virtually, or by proxy, shall constitute a quorum. The members at a meeting at which a quorum is present may continue to do business, notwithstanding the withdrawal of enough members to leave less than a quorum.
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§9Voting. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members.
Article III — Directors
The business and affairs of The Association shall be managed by the Board of Directors.
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§2Number and Qualifications. The number of Directors shall be nine. Directors must be members of The Association but need not be residents of North Carolina.
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§3Board Composition. The Board of Directors shall consist of these duly elected officials: President, Vice President, Secretary, Treasurer, Repeater Manager/Trustee, and four (4) At-large members.
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§4Term of Office. The Board of Directors has no term limits, with voting carried out each year. If a presiding officer does not want to run again in June, they shall inform the Board of Directors at least a month before the vote so a replacement can be found.
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§5Election of Directors. Directors shall be elected at the annual meeting of members. Those persons who receive the highest number of votes shall be deemed to have been elected. In case of a tie, a coin flip will determine the successful candidate.
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§6Vacancies. A vacancy occurring on the Board of Directors shall be filled only by election at the annual meeting, at a special meeting of members called for that purpose, or at a monthly membership meeting with appropriate advance notice.
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§7Compensation. The Board of Directors will not be compensated for their services.
Article IV — Meetings of Directors
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§1Regular Board Meetings. Regular board meetings shall be held two weeks after the regular membership meetings, or whenever the Board of Directors decides. The place may be the same location as the regular membership meeting, or may be held virtually through video conferencing or something similar, as the directors see fit.
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§2Special Board Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.
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§3Notice of Special Board Meetings. Meetings of the Board of Directors may not be held without notice. The person or persons calling a special meeting shall, at least two days before the meeting, give notice thereof by the usual means of communication, specifying the purpose for which the meeting is called.
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§4Quorum. A majority of the Directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
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§5Manner of Acting. Except as otherwise provided in this section, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Article V — Officers
Section 1
President
The principal executive officer. Supervises and controls the management of The Association in accordance with these bylaws. Presides, when present, at all meetings of members. Signs, with any other proper officer, any deeds, mortgages, bonds, contracts, or other instruments lawfully executed on behalf of The Association, except where law or the Board of Directors directs otherwise. Performs all duties incidental to the office of President and such other duties as may be prescribed by The Association from time to time.
Section 2
Vice President
In the absence or disability of the President, performs the duties and exercises the powers of that office. Performs such other duties and has such other powers as The Association shall prescribe.
Section 3
Secretary
Keeps accurate records of the acts and proceedings of all meetings of members and directors. Has general charge of The Association’s corporate seal, books, and records, and affixes the corporate seal to any lawfully executed instrument requiring it. Keeps a record of members showing the name and address of each. Signs such instruments as may require their signature and performs all duties incident to the office of Secretary.
Section 4
Treasurer
Has custody of all funds and securities belonging to The Association. Receives, deposits, and disburses funds under the direction of the Board. Keeps full and accurate accounts of the finances of The Association and provides quarterly reports to the Board of Directors. Causes a true statement of assets, liabilities, results of operations, and changes in surplus for each fiscal year to be made and filed at the registered or principal office within four months after the end of that fiscal year. The statement shall be audited by members appointed by the current President and kept available for inspection by any member for ten years.
Section 5
Repeater Manager / Trustee
Trustee and licensee of The Association’s callsign. Responsible for the legal operation of the repeaters and shall provide a legal license for the repeaters according to the F.C.C. Responsible for the technical operation and control of the repeaters and is custodian of The Association’s real property.
Article VI — Contracts, Loans & Deposits
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§1Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of The Association. Such authority may be general or confined to specific instances.
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§2Loans. No loans to or from The Association shall be contracted on its behalf and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of The Association. Such authority may be general or confined to specific instances.
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§3Checks and Drafts. All checks, drafts, or orders for payment of moneys issued in the name of The Association shall be signed by the Treasurer or, in their absence, a Director designated by the Board of Directors, in such manner as shall from time to time be determined by resolution of The Association.
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§4Deposits. All funds of The Association not otherwise employed shall be deposited from time to time to the credit of The Association in such depositories as The Association shall direct.
Article VII — General Provisions
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§1Fiscal Year. The fiscal year for The Association shall be the calendar year.
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§2Amendments. Except as otherwise provided herein, these bylaws may be amended or repealed, and new bylaws may be adopted, by the affirmative vote of a majority of the members of The Association in attendance in person, virtually, or by proxy, at any regular or special meeting. Notice containing the amended or repealed bylaws, and any new bylaws to be voted on, must be sent two weeks in advance.
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§3Parliamentary Authority. The rules contained in Robert’s Rules of Order Revised shall govern The Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws.