DFMA By-laws

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DFMA By-Laws
By-Laws of the Durham FM Association, Incorporated. As revised May 7, 1991 and amended January 9, 2001.
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 — Offices
Section 1 — Principal Office
The principal office of The Durham FM Association, Incorporated shall be located in Durham, NC, or at such other location as the Board of Directors may determine.
Section 2 — Registered Office
The registered office required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.
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.
  1. §2
    Place of Meetings. All meetings of members shall be held at the principal office of The Association, or at such other place as shall be designated in the notice of the meeting or agreed upon by a majority of the members entitled to vote thereat.
  2. §3
    Annual Meetings. The annual meeting of members shall be held on the 2nd Tuesday of 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.
  3. §4
    Special Meetings. Special meetings may be called at any time by the President, Secretary, any Board Director, or by any member pursuant to the written request of one-tenth of the members.
  4. §5
    Notice of Meetings. Written or printed 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, either personally or by mail. Special meeting notices shall specifically state the purpose or purposes for which the meeting is called.
  5. §6
    Voting 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 at the registered office for ten days prior to the meeting and shall be subject to inspection by any member during usual business hours.
  6. §7
    Quorum. Fifteen percent of the members entitled to vote, represented in person or by proxy, shall constitute a quorum. If there is no quorum, the meeting may be adjourned by a vote of the majority present.
  7. §8
    Voting. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members.
  8. §9
    Informal Action by Members. Any action which may be taken at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all persons who would be entitled to vote upon such action, and filed with the Secretary.
Article III — Directors
The business and affairs of The Association shall be managed by the Board of Directors.
  1. §2
    Number and Qualifications. The number of Directors shall be nine. Directors must be members of The Association but need not be residents of North Carolina.
  2. §3
    Board Composition. The Board of Directors shall consist of: President, Vice President, Secretary, Treasurer, Repeater Manager/Trustee, and four At-large members. At-large members serve 2-year terms, with two members-at-large elected each year.
  3. §4
    Term of Office. The President, Vice President, Secretary, Treasurer, and Repeater Manager/Trustee shall be elected for a term of one year, commencing July 1.
  4. §5
    Election 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.
  5. §6
    Vacancies. A vacancy occurring on the Board of Directors shall be filled only by election at the annual meeting or at a special meeting called for that purpose.
  6. §7
    Compensation. The Board of Directors will not be compensated for their services.
Article IV — Meetings of Directors
  1. §1
    Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of members. The Board may provide by resolution for the holding of additional regular meetings.
  2. §2
    Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.
  3. §3
    Notice of Meetings. Meetings of the Board of Directors may not be held without notice. The person calling a special meeting shall, at least two days before the meeting, give notice by the usual means of communication specifying the purpose for which the meeting is called.
  4. §4
    Quorum. 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.
  5. §5
    Manner of Acting. 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 at all meetings of members. Signs contracts, instruments, and other documents lawfully executed on behalf of The Association. Performs all duties incident to the office of President and such other duties as may be prescribed by The Association.
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 as The Association shall prescribe.
Section 3
Secretary
Keeps accurate records of the acts and proceedings of all meetings. Has general charge of The Association’s corporate seal, books, and records. Keeps a record of members showing name and address of each. Affixes the corporate seal to lawfully executed instruments requiring it.
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. Causes a true statement of assets, liabilities, and results of operations to be made and filed within four months after the end of each fiscal year. The statement shall be audited by members appointed by the outgoing President and kept available for inspection 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 according to FCC rules. Responsible for the technical operation and control of the repeaters and is custodian of The Association’s real property.
Article VI — Contracts, Loans & Deposits
  1. §1
    Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument on behalf of The Association.
  2. §2
    Loans. No loans to or from The Association shall be contracted and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of The Association.
  3. §3
    Checks 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 absence, the President, in such manner as determined by resolution of The Association.
  4. §4
    Deposits. 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
  1. §1
    Seal. The corporate seal of The Association shall consist of two concentric circles between which is the name of The Association, and in the center of which is inscribed SEAL.
  2. §2
    Waiver of Notice. Whenever any notice is required to be given to any director, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
  3. §3
    Fiscal Year. The fiscal year for The Association shall be the calendar year.
  4. §4
    Amendments. 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 at any regular or special meeting.
  5. §5
    Parliamentary 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.
These by-laws were originally adopted and as revised May 7, 1991, and amended January 9, 2001. Any member wishing to propose an amendment should contact the Secretary. Amendments require a majority vote at any regular or special meeting of The Association.

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