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ARTICLE I - Name & Purpose |
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A. |
The name of this organization shall be �Michigan Area Repeater Council, Incorporated�, hereinafter referred to as �MARC�. |
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B. |
Purpose: |
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1. |
Coordinate the allocation of frequencies for use by repeaters,
and remote receive link's in the Lower Peninsula of the State of
Michigan, and coordinate control and link frequencies where requested. |
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2. |
Assist in resolving disputes and interference between repeaters;
cooperate with adjacent area repeater councils on new coordinations
and interference problems. |
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3. |
Unite the Amateur Radio Operators of the Lower Peninsula of
the State of Michigan for the purpose of exerting effectively
a combined influence upon matters concerning Amateur Radio operations. |
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4. |
Promote good operating procedures and the exchange of technical
information and assistance. |
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5. |
Assist in spectrum management for the Lower Peninsula of the
State of Michigan. |
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6. |
Publish a quarterly newsletter to be electronically posted to
the MARC Web Site. A notification of a new newsletter will be
emailed to all members, all coordinated repeater trustees, all
Great Lakes area coordinators, and the ARRL Section Manager for
the State of Michigan. The date, time, and place of the next
meeting of the MARC will be included in the newsletter. The
September issue will be USPS mailed to all who request it. |
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7. |
Provide a forum for any Amateur Radio issue which may concern
or interest the membership. |
ARTICLE II - Membership and Dues |
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A. |
Membership shall be open to all Amateur Radio Operators and Amateur Radio Organizations. |
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B. |
Full Member. A Full Member shall have all of the rights and privileges of membership
including voting and holding office. |
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C. |
Supporting Member. A Supporting Member shall have all of the rights and privileges
of membership except voting and holding office. |
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D. |
Associates. All sponsors of repeaters coordinated by the MARC, who are not
members of the MARC, shall be Associates of the MARC and shall only be
entitled to receive the quarterly newsletter. |
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E. |
Dues shall be $10.00 per calendar year, or any part thereof, for Full
Members and $5.00 per calendar year, or any part thereof, for Supporting
Members. Dues are due and payable by 1 January of each year for that year
and shall be considered delinquent if not paid by that date. Elected and
appointed board members shall automatically be considered full members and
exempt from the dues requirement as a thank you for their service.
The exemption will remain in effect as long as the elected or appointed
person remains in the elected or appointed position. |
ARTICLE III - Officers |
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A. |
The officers of the MARC shall be |
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1. |
President |
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2. |
Vice President |
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3. |
Secretary |
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4. |
Treasurer |
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5. |
Two (2) Directors |
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6. |
Coordinator(s) no more than four. Up to four additional
coordinators may be appointed to help the coordinators who
are board members. The four additional coordinators are not
considered board members, and therefore are not included in
the quorum requirements |
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7. |
Database Manager |
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8. |
Immediate Past President |
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B. |
Duties of the Officers: |
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1. |
President. |
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The President shall preside at all meetings, be an ex-officio
voting member of all committees, administer the affairs of the
MARC, act as the contact for concerns which may affect the membership,
act as the official representative of the MARC in all matters involving
other groups or the Federal Communications Commission, and perform such
other duties as are customarily associated with the title of President. |
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2. |
Vice President. |
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The Vice President shall assist the President in the performance of
his duties, be an ex-officio voting member of all committees, assume
the duties of the President in the absence of the President, and perform
such other duties as are customarily associated with the title of Vice President. |
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3. |
Secretary. |
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The secretary shall maintain accurate records of the events of each meeting of
the MARC, and perform such other duties as are customarily associated with the
title of secretary. The secretary shall also be responsible as resident agent
with the state of Michigan, and shall either act as that agent or be responsible
to see that another person shall be appointed by vote of the board to become
resident agent with the state of Michigan. |
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4. |
Treasurer. |
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The Treasurer shall maintain records of Full Members, Supporting Members,
and Associates, maintain the financial records, collect dues, disburse all
monies, file all reports and returns as may from time to time be required
by various governmental agencies, and perform such other duties as are
customarily associated with the title of Treasurer. |
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5. |
Directors. |
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Each Director shall be assigned by the President to oversee, verify,
and assist a Coordinator. The Directors shall assign the Michigan
coordination number to all completed coordination's and verify the coordinators
activities as being in strict accordance with these By-Laws and the Standards
and Procedures. The Directors shall assist the other officers in the proper
conduct of the affairs of the MARC and perform such other duties as are
customarily associated with the title of Director. |
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6. |
Immediate Past President. |
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The Immediate Past President shall assist the President with transition,
act as personal advisor and confidant to the President, and perform such
other duties as may from time to time be assigned by the President. |
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7. |
Coordinator(s) |
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It shall be the explicit duty of a Coordinator to assure that all coordination
activities are conducted within the literal bounds of these By-Laws and the
Standards and Procedures. The Coordinator(s) shall be appointed and/or removed
at the discretion of a majority vote of the other officers of the Board of Directors.
Coordinators will be solely responsible for direct coordination/de-coordination
activities conducted by MARC. While serving actively, the Coordinator(s) shall
have full voting rights in the affairs of the Board of Directors. Coordinators
shall not have defined term limits. It shall be the explicit responsibility of
each coordinator to assure the prompt delivery of current data and information
to the Database Manager as it becomes available for recording. |
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8. |
Database Manager. |
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The Database Manager shall be solely responsible for maintaining accurate and
up-to-date MARC coordination records in electronic and organized paper formats for
the MARC. Electronic records must be backed up to a remote location at all times.
The Database Manager shall be appointed by and /or removed from office at the
discretion of a majority vote of the other officers of the Board of Directors.
While serving actively, the Database Manager shall have full voting rights in the
affairs of the Board of Directors. The Database Manager shall have no defined term limits. |
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9. |
Election of Officers. |
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The officers of the MARC shall be Full Members of the MARC and shall be elected by
majority vote of the Full Members at the Annual Meeting of the MARC. Nominations shall
be reported in the newsletter immediately preceding the Annual Meeting. Additional
nominations may be made and accepted at the Annual Meeting provided the nominee is
present and consents to the nomination. The office of Immediate Past President shall
be filled by the outgoing President, if any. |
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C. |
Term of Office: |
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The term of office of all officers, except Immediate Past President, Coordinator(s)
and Database Manager, shall be two (2) years, and further until replaced. The office
of Immediate Past President, if filled, shall have a term of one (1) year. The term
of office for elected officers shall begin on the first day of December in the year
elected. The terms of office shall be staggered-President, Secretary, and one (1)
Director shall begin in even numbered years; Vice-President, Treasurer, and one (1)
Director shall begin in odd numbered years. The office of Immediate Past President
shall be filled by the outgoing President, if any, and shall have a term of one (1) year.
Coordinator(s) and Database Manager shall have no defined term of office. |
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D. |
Board of Directors: |
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The Board of Directors is responsible to the membership for the government and administration
of the MARC, its policies, and its procedures. By resolution introduced and passed at any meeting,
the membership may recommend an d direct action by the Board of Directors. The Board of Directors
shall meet at such times and places as it shall deem necessary in order to fulfill its duties and
responsibilities. There shall be at least one meeting of the Board of Directors per calendar quarter.
For the purpose of transacting business at a meeting of the Board of Directors, the presence of a
majority of the current members of the Board of Directors shall constitute a quorum. |
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E. |
Succession: |
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In the event that an office other than the office of President shall become vacant, the Board of Directors
shall select a member to fill the vacancy for the remainder of the existing term. In the event the office of
President shall become vacant and the Vice President is unable to serve or the office of Vice President is
also vacant, the order of succession to the office of President shall be first to the Treasurer, then to the
Secretary, then to the senior Director, then to the junior Director, and then to the Immediate Past President.
If all offices are vacant, a special election must be held to fill them under the guidelines set forth by
Michigan Law, Act 162 of 1982 as amended. |
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E. |
Removal From Office: |
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An officer may be removed from office by a two-thirds vote of the membership present
at a recall election. Such election must be called upon presentation at any regular meeting
of a petition containing the signatures of at least ten (10) Full Members. The election shall
be announced in the next newsletter and shall be held at the next regular meeting. |
ARTICLE IV - Committees |
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A. |
Nominating Committee: |
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A Nominating Committee shall be appointed by the Board of Directors no later than the meeting
immediately preceding the Annual Meeting for the purpose of selecting candidates for the offices
which will be open for election at the Annual Meeting. |
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B. |
Other Committees: |
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Other Committees shall appointed by the Board of Directors as necessary and shall
be responsible to the Board of Directors. The duration of a committee shall be until
the completion of its assigned task, or the election of new officers, whichever shall
come first. |
ARTICLE V - Appointed Positions |
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A. |
The Board of Directors shall appoint Full Members to such positions as may from
time to time be needed in order to fulfill the purposes for which the MARC exists;
these positions shall include, but not be limited to, Frequency Coordinator, Database Manager,
and Newsletter Editor. The appointees shall serve at the pleasure of the Board of Directors and
may be removed at any time, with or without cause, by majority vote of the Board of Directors.
The appointees shall have their actions directed by such guidelines as the Board of Directors
shall establish, and their actions shall be subject to review by the Board of Directors. Should an
appointee resign, or a vacancy otherwise occur, the President shall appoint a Full Member to fill the
position until the next meeting of the Board of Directors, at which time the Board of Directors shall
appoint a Full Member to the position. The President shall review with each appointee in December of
even numbered years whether the appointment should be continued and shall report to the Board of Directors
before their next meeting the result of this review. |
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B. |
Frequency Coordinator: |
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The Frequency Coordinator may be one or more persons, with such division of duties as the Board
of Directors may specify. The Frequency Coordinator shall act to coordinate the allocation of new
and existing repeater frequencies in the Lower Peninsula of the State of Michigan, and shall maintain
accurate records of all correspondence and all coordinations applied for, whether approved or denied.
These records shall be made available for inspection by any member of the Board of Directors at any
meeting and at such other times and places as the Board of Directors may specify. |
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C. |
Database Manager: |
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The Database Manager shall assist the Frequency Coordinator(s) in the maintenance of the MARC�s database
of coordinations and shall assist the Treasurer in maintenance of the MARC's mailing list. The Database
Manager shall be responsible for receiving the annual operation reports of the repeaters coordinated by
the MARC and such other related clerical duties as may from time to time be assigned by the Board of Directors.
All records shall be made available for inspection by any member of the Board of Directors at any meeting and
at such other times and places as the Board of Directors may specify. |
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D. |
Newsletter Editor: |
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The Newsletter Editor shall be responsible for the assembly and mailing of the quarterly
newsletter and such other notices as the Board of Directors may from time to time require.
The Newsletter Editor shall be responsible to the Board of Directors for the content of
any newsletter or notice mailed. The Newsletter Editor shall be entitled to obtain from
the Coordinating Secretary the MARC�s mailing list for the purpose of fulfilling the duties
of his position. |
ARTICLE VI - Membership Meetings |
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A. |
Annual Meeting: |
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The Annual Meeting shall be held on the first Saturday or Sunday following the first
Monday of September of each year. |
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B. |
Regular Meetings: |
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Regular meetings shall be held as determined by the Board of Directors. There shall
be at least one regular meeting per calendar quarter. |
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C. |
Special Meetings: |
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A special meeting may be called at any time that a majority of the Board of Directors
shall deem it necessary. A special meeting shall be called by the President upon presentation
of a petition signed by at least ten (10) Full Members. Notification of a special meeting shall
be made by First Class U.S. Mail posted at least ten (10) days prior to the date of the special
meeting; such notice shall state the purpose of the meeting. |
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D. |
Quorum: |
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For the purpose of transacting business at any meeting, a quorum shall be defined as the
presence of a majority of the current members of the Board of Directors. |
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E. |
Voting: |
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Only Full Members whose dues are not delinquent shall be eligible to vote at any meeting.
For the purpose of voting at any meeting, the date of record for determining delinquency
shall be one (1) day prior to the date of the meeting. Mail votes will be accepted up to
one (1) day prior to a meeting at which an announced vote is to be taken, must be on the
ballot provided for this purpose, and must be signed by the member casting the vote. Voting
by proxy shall not permitted at any meeting of the MARC. |
ARTICLE VII - Liability |
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A. |
The MARC does hereby indemnify any person who is named as a party or is threatened to be made a party
to any action, except an action by or in the right of the MARC, by reason of the fact that the person
is an officer, appointee, or agent of the MARC provided that the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best interests of the MARC or its
members, and with respect to any criminal action or proceeding, that the person had no reasonable cause
to believe that the conduct was unlawful. |
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B. |
Any officer of the MARC, by virtue of the fact such person is a volunteer, shall not be personally liable
to the MARC or its members for monetary damages for a breach of the person�s fiduciary duty. However, this
provision shall not eliminate or limit the liability of such person for any of the following: |
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1. |
A breach of the officer�s duty of loyalty to the MARC or its members. |
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2. |
Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law. |
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3. |
A violation of section 551 (1) of Act No. 162 of the Public Acts of 1982, being section 450.2551 (1) of the Michigan Compiled Laws. |
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4. |
A transaction from which the officer derived an improper personal benefit. |
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5. |
An act or omission occurring before the date of final adoption of these Bylaws. |
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6. |
An act or omission that is grossly negligent. |
ARTICLE VIII - Assets |
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A. |
A payment or distribution of any part of the assets, income, or profit
of the MARC shall be in conformity with the purposes of the MARC. |
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B. |
The MARC shall not distribute any part of its assets, income, or profit to its members,
appointees, or officers except that the MARC may pay compensation in a reasonable amount
to members, appointees, or officers for services rendered to the MARC and may reimburse
members, appointees, or officers for expenses incurred while performing such services as
may from time to time be required in order to further the purposes of the MARC. |
ARTICLE IX - Standards and Procedures |
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A. |
Standards: |
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There shall be created a document which delineates the Band Plans, Coordination Parameters, and
Technical Standards as defined and agreed upon by the Full Members of the MARC. This document shall
be known as �The Standards� or as �The MARC Standards� and shall contain all definitions and measures
that shall be used to determine if a repeater is being operated within the terms of its coordination
or if it is not being so operated. It may contain such �rules of thumb� and such approximate measures
as the MARC shall deem necessary and appropriate for those sponsors or trustees who may not have the
equipment or the expertise required to perform the more technical and precise measurements. The Standards
may be amended or changed only by such procedure as may be used to amend or change these Bylaws. |
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B. |
Procedures: |
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There shall be created a document which delineates the rules and procedures
to be used by the MARC in performing the tasks and achieving the goals for
which it was formed; it shall also delineate the rights and duties of sponsors and
trustees, both prospective and current. This document shall be known as �The Procedures� or
as �The MARC Procedures� and shall contain all information necessary to the understanding of those rules,
procedures, rights, and duties which it describes. The Procedures may be amended or changed only by such
procedure as may be used to amend or change these Bylaws except that there shall be one or more provisions
in The Procedures for the creation and review of interim rules and procedures when it i s necessary to act
in a timely manner to a new or changing situation for which the existing rules and procedures are inadequate
or inappropriate. |
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C. |
Transition: |
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The initial versions of The Standards and The Procedures shall be created by dividing the document referred
to as the Standards, REV 01, 2 December 1989, as amended and existing on the date of adoption of these Bylaws.
There shall be permitted only editorial changes to the existing language to foster uniformity and consistency with
these Bylaws, and the sections shall be renumbered for internal consistency and continuity; these changes shall in
no way change the intended meaning of any provision of that document. |
ARTICLE X - Changes to These Bylaws |
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A. |
Any provision of these Bylaws may be adopted or amended by the membership at any regular meeting, provided that: |
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1. |
Such change or adoption shall have been moved, seconded, and carried at a regular meeting of the MARC preceding
the regular meeting at which such change or adoption is finally determined; |
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2. |
Such change or adoption, after having been carried by the membership once as provided in section 1 above, shall
have been printed in the MARC newsletter or other written communication, transmitted by electronic means and/or
USPS to all members and to the coordinating bodies for each State and Province bordering on Michigan, with an
invitation for comment, at least 30 days prior to the regular meeting at which it is finally adopted
(Such notice shall be deemed delivered when sent via First Class U.S. Mail or electronically to the address
currently on record with the MARC.) |
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3. |
That written comments made to the Officers of the MARC during the pendency of the matter, whether by members or by
representatives of the coordinating bodies of other States or Provinces, shall be reported upon to the membership
for their consideration no later than at the regular meeting at which the matter is finally resolved. |
ARTICLE XI - Operation of Law |
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A. |
If any provision of these Bylaws, or any provision of any document referred to by these Bylaws,
shall be found to be contrary to any law or regulation, then that provision shall automatically
be considered null and void. This action shall have no effect on the validity and enforce ability
of the remaining provisions of these Bylaws or any document referred to by these Bylaws. |
Bylaws for the Michigan Area Repeater Council, Inc. |
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