NORTH HILLS AMATEUR RADIO CLUB
Constitution and ByLaws

ARTICLE I
General
1.1	NAME.  The name of the corporation is  NORTH HILLS AMATEUR RADIO CLUB of Pittsburgh, Pennsylvania.
1.2	PURPOSE.  The corporation is incorporated under the Pennsylvania Nonprofit Corporation Law of May 5, 1933, P.L., as amended for the following purpose:
 (i)	To foster and encourage the development and education of amateur radio and associated communications sciences in the North Hills area of Allegheny County, Pennsylvania and surrounding areas.
(ii)	To promote better general understanding of the amateur radio community to the general public, and promote friendly relations with people of other countries of the world.
(iii)	To be of service to the community and the country at all times, and encourage its members to participate in Radio Amateur Civil Emergency Service/Civil Defense (RACES) and Amateur Radio Emergency Service (ARES) activities.
(iv)	To conduct programs for the education of its members and the community regarding amateur radio licensing and associated communication sciences.
(v)	To provide pleasure and recreation, on a nonprofit basis, to its members and the community in connection with amateur radio and associated communications sciences.
(vi)	To carry on all lawful activities which may directly or indirectly contribute to the accomplishments of any such purposes.

ARTICLE II
Members
2.1	MEMBERS.  All persons with an interest in amateur radio, short wave listening, and electronic communications and interested in furthering the goals of this organization. 
(i)	ACTIVE MEMBER, a person holding a current lawful amateur radio license who has paid the current active member dues of the North Hills Amateur Radio Club.
(ii)	ASSOCIATE MEMBER, any other person not qualifying as an active member who has paid the current associate member dues of the North Hills Amateur Radio Club. 
(iii)	HONORARY MEMBER, as conferred by the board of directors and approved by the membership at a regular business meeting.

2.2	ANNUAL MEETING.  The annual meeting of the members shall be held in the month of  January to coincide with the beginning of the calendar year, at such time and place as may be designated by the board of directors of the corporation. The members shall elect directors and officers of the corporation at the preceding October business meeting.
2.3	MEETINGS.  The officers and directors shall hold one monthly business meeting on the second Wednesday of each month. Activity meetings, for the purpose of education, shall be held on the fourth Wednesday of each month at the discretion of the board of directors. Nothing shall preclude the club from discussing business at activity meetings, or convening an activity meeting after the adjournment of a business meeting.
2.4	SPECIAL MEETINGS.  A special meeting of the members may be called at any time by the president of the corporation, by action of the board of directors of the corporation, or by written request to the president of at least 10 active members or 5% of the current active membership, whichever is less. Notice of the time, place, and purpose of the call of such meeting shall be announced by the Secretary: (1) through a telephone tree calling system, or (2) through first class mail or postcard delivered by the U. S. Postal Service, at least eight (8) days prior to the meeting, or (3) through any means of electronic communications, including but not limited to all activities available to licensed radio amateurs.
2.5	QUORUM AND MAJORITY.  At least 20 active members or 25% of the current active members, of which two must be current officers,  whichever is less and represented in person, shall constitute a quorum at any meeting of the members. Once a quorum has been obtained, the meeting may proceed regardless of the departure of members that reduce the members present to below the quorum requirement. The acts of a majority of the members present shall constitute the acts of the members, except as specifically provided by law or these bylaws.
2.6	VOTING.  Each active member shall be entitled to one (1) vote on each matter committed to the members by these bylaws or submitted to a vote of the members by the board of directors. Each active member shall be entitled to no more than one (1) vote. No voting by proxy shall be permitted.
2.7	ADJOURNED MEETINGS.  If no quorum is present at the beginning of a meeting, the presiding officer shall adjourn the meeting to another time, not exceeding forty-five (45) days thereafter, with the same effect as if it had been held on a regular date. Those members present at the adjourned meeting, in person, shall constitute a quorum regardless of the number present, subject to proper notice. 
2.8	NOTICES.  Every member shall give to the secretary of the corporation a mailing address and phone number to which all notices prescribed by these bylaws shall be mailed or delivered. Although notices may be mailed to all members, at the discretion of the board of directors notices need only be mailed or delivered to active members.
2.9	DUES.  Dues, and other fees as determined by the Board of Directors, may be assessed at any time to all classes of membership by action of the board of directors. Dues shall be for the fiscal year and are due and payable within ninety (90) days of their due date. Additional assessments are due and payable within sixty (60) days of their demand. To remain an active member, with full voting privileges, each member’s dues must be paid current at appropriate time of voting.

ARTICLE III
Board of Directors
3.1	POWERS AND DUTIES.  The affairs of the corporation shall be managed by the Board of Directors.
3.2	COMPOSITION OF BOARD OF DIRECTORS.  The Board of Directors shall be composed of 11 voting members, 4 of which are elected as at large directors and 7 of which are directors ex-officio due to their election as an officer of the corporation. The immediate past president shall serve as the Chairman of the Board, and may be designated to serve as chairman of a meeting by the president, unless otherwise elected to another post on the board of directors. 
3.3	INITIAL APPOINTMENT.  The initial members of the board of directors shall be those persons so elected by the current Constitution and Bylaws of the North Hills Amateur Radio Club, at the time of the acceptance and ratification of this Constitution and Bylaws by the current membership of the North Hills Amateur Radio Club.
3.4 ELECTION AND TERM OF OFFICE.  At the 1994 election meeting, current directors for terms expiring in 1995, 1996 and 1997 will be confirmed and shall serve until their successors are elected and qualified, or until earlier death, resignation, removal, or they cease to be qualified as an active member.
At the same election meeting, a director will be elected for a term to expire in 1998, and shall serve until his successor is elected and qualified, or until earlier death, resignation, removal, or they cease to be qualified as an active member. Thereafter one (1) director will be elected each year for a four year term upon the expiring term of a director.
In addition at each annual election meeting, the members shall elect the President, Vice President, Secretary, Treasurer, Trustee, and Activities Director, for a term of one (1) year from the active membership, and each officer shall become an ex-officio director of the corporation.
3.5	ELIGIBILITY.  All directors and officers must be active members.
3.6	VACANCIES.  Vacancies among the corporation’s directors shall be filled by an election held by the remaining members of the corporation’s board of directors, and each person so elected shall serve for the balance of the unexpired term of the vacant directorship, or until a qualified successor has been duly elected or until his earlier death, resignation or removal.  A director may resign at any time giving proper notice of his resignation to the board of directors.
3.7	REMOVAL.  A director may be removed for cause by the vote of the directors. Cause for removal includes, but is not limited to; disqualification of director as an active member, persistently failing to attend regular meetings of the board of directors or any of its committees; or engaging in conduct that may be deemed detrimental to the best interest of the corporation.  A director may be removed only after being sent a thirty (30) day written notice and given an opportunity to be heard by the board of directors.
3.8	MEETINGS.  An organization meeting of the board of directors shall be held immediately following the annual meeting of the members. The organizational meeting shall be held for the purpose of appointing committees of the board of directors, and for such other purposes as may come before the meeting. Regular meetings shall be held no less frequently than monthly, at such place and time as the directors shall from time to time designate. Special meetings may be held at any time upon the call of the president or any two directors. Notice of any regular or special meeting shall be communicated at least three (3) days prior the date set for holding such meeting. A schedule of such meetings for the entire fiscal year may be mailed in advance, and shall be proper notice for such meetings.
3.9	QUORUM AND MAJORITY.  At all meetings of the board of directors a majority of the directors then in office shall constitute a quorum for transaction of business. Once a quorum has been obtained, the meeting may proceed regardless of the departure of directors that reduce the number of directors present to below the number required for a quorum. The acts of a majority of the directors present shall be the acts of the board of directors, except as may be specifically provided by law or by these bylaws. If a quorum is not present at a meeting of the directors, the directors present may adjourn the meeting from time to time until a quorum is present. Notice of the adjourned meeting or business to be transacted at such meeting need only be given by announcement at the meeting at which the adjournment is taken.
3.10 COMPENSATION.  No director or member is entitled to receive compensation from the corporation for their services as a director or member.
3.11 MEETINGS BY CONFERENCE TELEPHONE.  One or more directors may participate in a meeting of the board of directors, or a committee of the board of directors, by means of conference telephone, and any other communications media available to properly licensed radio amateurs, with such communications equipment as to permit all persons participating in the meeting to hear each other, and all persons so participating shall be deemed present at the meeting.
3.12 ACTION BY CONSENT.  Any action which may be taken at a meeting of the board of directors may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the directors and filed with the secretary of the corporation.

ARTICLE IV
Officers and Directors
4.1	DESIGNATION AND ELECTION.  The officers of the corporation shall be the President, the Vice President, the Secretary, the Treasurer, the Trustee, and the Activities Director, all of whom shall become ex-officio directors. The members, at their election meeting, shall elect 6 members designated to hold these offices. The board of directors may appoint such staff officers as they deem fit and proper, who need not be directors. Officers shall serve until the next annual meeting of the members and thereafter until their successors are elected and qualified, and may succeed themselves.  All vacancies among the officers shall be filled by the board of directors.
4.2	PRESIDENT.  The President is the chief executive officer of the corporation and shall be given the necessary authority and be held responsible for the management of the corporation, subject only to the policies enacted by the board or any committees to which the board of directors has delegated power for such action. He shall be a member of the board and an ex-officio member of all committees of the board, with vote. Without limiting the forgoing, the president shall set the time and location of business meetings and endeavor to do so in a way that the members have an opportunity to attend such meetings, plan the calendar of events of the corporation, appoint committees as necessary to achieve the goals of the corporation, preside over all business meetings, may cosign checks initiated by the treasurer or any other authorized officer, and appoint a Nominating Committee of the board of directors, at a date no less than 90 days before the election  meeting.
4.3	VICE PRESIDENT.  The Vice President shall perform the duties of the president when, for any reason, the president is unable or unwilling to perform the same, and may cosign checks.
4.4	SECRETARY.  The Secretary shall keep and properly record the minutes of the proceedings of the members, board of directors and committees of the corporation. He shall notify the officers of their election and members of committees of their appointment, give notice of all meetings to members, board of directors, and committees; have custody of the corporate seal and all books and papers pertaining to his office, and generally shall perform all duties ordinarily required of an officer in like position and may cosign checks. He shall complete a roster of the names and addresses of all members and shall at each meeting of the members submit a list, duly certified, of the members entitled to vote.  Without limiting the foregoing, the secretary shall take roll call or otherwise make a record of all those attending all meetings of members and board of directors, take such minutes at all such meetings, and handle all correspondence of the board of directors, including confirmation of all new members of the corporation.
4.5	TREASURER.  The Treasurer shall have the supervision of all finances of the corporation. Without limiting the foregoing, the treasurer will receive and be responsible for all organizational funds, will keep and maintain correct records of all receipts and disbursements and shall report monthly to the Board of Directors.  The Treasurer will surrender all records to the Auditing Committee of the board of directors within thirty (30) days after the end of the fiscal year of the corporation.  The Treasurer may co-sign checks.
4.6	ACTIVITIES DIRECTOR.  The Activities Director shall coordinate and control all educational activities of the membership and other events designated by the board of directors.
4.7	CLUB TRUSTEE.  The Club Trustee shall account for all club property and report to the board of directors at the annual meeting.
4.8 DIRECTOR.  Directors serve a rotating four year term of office and with the other corporate officers are responsible for the management of the corporation, set policies, and provide direction for the corporation.
4.9 CHAIRMAN OF THE BOARD. The Chairman of the Board is the immediate past president and shall serve the same term of office as the current president.  He shall be a member of board and the Executive Committee and may chair meetings if designated by the President.
4.10  OTHER STAFF OFFICERS.  The board of directors from time to time may create other staff positions of the corporation and appoint from the membership staff officers to perform such duties and have the responsibilities as the board may assign them. Staff officers shall not be ex-officio directors of the corporation.

ARTICLE V
Committees
5.1	STANDING COMMITTEES.  In order to exercise the duties and responsibility delegated to this corporation by its affiliates as well as to provide this corporations’ governance, the corporation may have the following committees: Executive, Auditing, Nominating, and Repeater.
5.2	CREATION AND COMBINATION OF COMMITTEES.  The creation of the committees named in these bylaws shall be discretionary with the board. If the board shall determine that any one (1) or more committees should not exist, it shall assign these functions to a new or existing committee of the corporation or the board acting as a committee of the whole.
5.3	ADDITIONAL COMMITTEES.  The board may create one (1) or more additional committees. The board shall elect the members and the president shall designate the chairman and vice chairman of the committee. The authority that the committee shall have and any limitations thereon and the functions the committee shall discharge shall be set forth in the resolutions creating the committee. Members who are not directors may be elected to serve on any committee of the board of directors except the executive committee.
5.4	MEETINGS AND NOTICES.  Meetings of a committee may be called by the chairman of the committee or the president. Each committee shall meet as often as is necessary to perform its duties, but no committee shall meet less frequently than annually. Oral or written notice of the time and place of any meeting of a committee, except in an emergency, shall be given at least three (3) days prior to the meeting.
5.5	QUORUM AND MAJORITY.  A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting of such committee. Once a quorum has been obtained, the meeting may proceed regardless of the departure of members that reduce the members present to below the quorum requirement. The acts of a majority of the members of a committee present at the meeting at which a quorum is present shall be the acts of the committee.
5.6	EXECUTIVE COMMITTEE.
(i)	Composition.  The executive committee shall be composed of the president, as chairman of the committee, the vice president, the secretary, and the treasurer and the chairman of the board of directors.
(ii)	Powers.  In the interim between meetings of the board of directors, the executive committee shall have the power to transact the business of the corporation as designated by the board of directors
5.7	AUDIT COMMITTEE.
(i)	Composition.  The audit committee shall be composed of three (3) members appointed by the president and approved by the board of directors. Neither the outgoing treasurer nor incoming treasurer may be a member of the audit committee.
(ii)	Functions.  The audit committee shall review the books and records of the corporation and report the results of their review, findings, and recommendations, to the board of directors.
5.8	NOMINATING COMMITTEE.
(i)	Composition.  The nominating committee shall consist of one member of the board of directors who is not up for election and up to four active members.
(ii)	No one may be nominated without the prior consent of the nominee.
(iii)	The nominating committee shall recommend to the members names of persons qualified, to be considered as directors, or as officers, whenever, under these bylaws, an election is scheduled.
(iv)	The nominating committee shall report a slate of candidates no less than 30 days prior to the election meeting.
5.9	REPEATER COMMITTEE.  The repeater committee shall have full and complete authority to administer the repeaters owned by the club, including maintaining its own treasury.  Five members of the repeater committee shall be appointed by the president from the active membership of the club, and the repeater committee shall have the authority to select five (5) additional active members of the club, for a committee of no more than ten (10) members. The repeater committee shall have the authority to elect its own chairman. The repeater committee chairman shall make monthly reports at the club’s monthly business meeting.

ARTICLE VI
Liability, Indemnification, and Insurance
6.1	Liability.  A director of the corporation shall not be personally liable for monetary damages for any action(s) taken or failure to take any action unless it is determined that the director has breached or failed to perform the duties of his office under the Director’s Liability Act, 42 Pa.S.C.A. 8363, and such breach or failure to perform constitutes self dealing, willful misconduct or recklessness.
6.2	Indemnification.  Each party who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter called a “proceeding”) and whether or not by or in the right of the corporation or otherwise, by reason of the fact that he is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another corporation shall be indemnified and held harmless by the corporation to the fullest extent permitted by law, as the same exists or may hereinafter be amended, interpreted or implemented against all reasonable expenses, including attorneys’ fees and any liability and loss, including judgments, fines and amounts paid or to be paid in settlement, incurred or paid by such persons in connection therewith. The right to indemnification provided herein shall continue as to a person who has ceased to be a representative of the corporation and shall inure to the benefit of the heirs, executors and administrators of such person.
6.3	Insurance.  The corporation may purchase and maintain insurance on behalf of any person who is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another enterprise, against any liability asserted against or incurred by him in any such capacity, or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liability under the provisions of the Pennsylvania Nonprofit Corporation Law.

ARTICLE VII
General Provisions
7.1	Fiscal Year.  The fiscal year of the corporation shall be January 1 through December 31 Term of membership of all classes of membership shall be for the full term of the fiscal year.
7.2	Amendment.  These bylaws may be amended by a majority vote of the active members present and entitled to vote at any annual meeting or special meeting of the corporation provided such amendment has been proposed by a majority of the board of directors and the entire text of such amendment has been read for two (2) prior consecutive monthly membership meetings of the corporation. Such amendments may be further amended prior to adoption at the meeting at which they are considered, but no new amendments may be introduced at such meetings.
7.3	Checks, Drafts, etc.  All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the corporation and all securities owned or held by the corporation requiring signature for their transfer shall be signed and endorsed by the persons and in such manner as is from time to time determined by the board of directors. All monies of the corporation shall be immediately deposited in an institution insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, as appropriate to the institution. No cash monies of the corporation shall be held by any director or member of the corporation unless specifically authorized by majority vote of the executive committee prior to a proposed action or event and for only such a time and in such amount(s) as authorized by the executive committee.  All monies received by any director, member or agent of the corporation must be deposited immediately to the recognized depository(ies) of the corporation.
7.4	Reports.  The president, secretary and treasurer shall cause to be prepared and shall present or file as appropriate all reports required by the Pennsylvania Nonprofit Corporation Law and all forms required to be prepared and filed under the Internal Revenue Code, as amended.
7.5	Seal.  The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Nonprofit Corporation, Pennsylvania.”  The seal may be used by causing it or a facsimile to be impressed, affixed or in any manner reproduced, such impression, affixation or reproduction to be attested by the signature of the secretary or treasurer of the corporation.
7.6	Robert’s Rules of Order, as revised, shall govern all meetings of the corporation, unless otherwise provided herein.
7.7	Neutrality of Language.  Use of the masculine gender in this document should be construed to include both genders equally.
7.8	Nonprofit Purpose and Dissolution.  No part of the assets or income of the corporation shall inure to the benefit of or be distributable to the officers, directors or members or to other private persons except that the corporation shall be authorized and empowered to make payments and distributions in furtherance of the purposes of the corporation. Upon dissolution of the corporation, the officers and directors shall, after paying or making provisions for payment of all liabilities of the corporation, donate all further assets of the corporation in such manner, or to such organization or organizations, organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501C(7) of the Internal Revenue Code, as amended, as officers shall determine.