IOWA REPEATER COUNCIL, INC.
ARTICLE I – NAME
The name of the organization shall be the Iowa Repeater Council, Inc. ARTICLE II – PURPOSE
It shall be our primary purpose to recommend frequencies, operating and technical parameters to, and foster cooperation among, amateur radio operators in order to avoid or minimize interference.
It shall further be our purpose to facilitate the exchange of information between intra- and inter-state amateur radio groups, to promote radio knowledge, fraternalism and operating efficiency and to assist amateur radio operators to maintain their communication systems so as to provide reliable communications in time of emergency or public need.
ARTICLE III – MEMBERSHIP
Section 1: QUALIFICATIONS
All radio amateurs are eligible for membership.
Section 2: APPLICATION FOR MEMBERSHIP
Applications for membership must be approved by the Board of Directors. They may be submitted to the Secretary by mail or at a meeting.
Section 3: DUES
The annual dues amount shall be determined by the Board of Directors. They will be due and payable as of January 1, yearly.
Section 4: ELIGIBILITY TO VOTE
Only those members whose dues are currently paid up are eligible to vote on corporate business.
ARTICLE IV – DIRECTORS
Section 1: GENERAL POWERS
The affairs of the corporation shall be managed by its board of directors. They shall be responsible for conducting corporate business between annual meetings.
Section 2: NUMBER OF DIRECTORS
The Board of Directors shall be composed of 5 members.
Section 3: TERM OF OFFICE
The term of office of each director shall be four (4) years. Terms shall be staggered such that three (3) directors are elected in one year with the other two (2) directors elected two years later.
Section 4: VACANCIES
Vacancies occurring between elections shall be filled by appointment by the Board of Directors. Such appointments will be only for the duration of the unexpired term and shall be filled by nomination and vote at the expiration of the term.
Section 5: REMOVAL
Directors may be removed by mail vote of 51% of the members or by vote of 75% of those represented at an annual meeting.
Section 6: MANNER OF ACTING
The act of the majority of the directors present at a meeting shall be the act of the Board of Directors, except to the extent otherwise provided in the Articles of Incorporation or these By-Laws.
Section 7: PRESUMPTION OF ASSENT
A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matters taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE V – OFFICERS
Section 1: QUALIFICATIONS
The officers shall be elected from among the members of the Board of Directors.
Section 2: PRESIDENT
The President shall preside at all meetings of the Corporation or its Board of Directors and conduct same according to the rules adopted. He shall enforce due observance of these By-Laws and shall perform all other customary lawful duties pertaining to the office of President. The President may delegate any specific signatory power to another Director.
Section 3: VICE-PRESIDENT
The Vice-President shall assume all duties of the President in the absence of the latter and shall assume other such lawful duties as he may be delegated.
Section 4: SECRETARY/TREASURER
The Secretary/Treasurer shall keep minutes of all meetings and membership records. In addition, he shall keep accounts of all monies received and disbursed. He shall assume any other lawful duties as may be delegated.
Section 5: ELECTION AND INSTALLATION
Election of the officer(s) shall be made at the appropriate annual meeting by majority vote of the Board members present at the annual meeting. Installation of officers shall take place at the same annual meeting.
Section 6: VACANCIES
Vacancies occurring between elections must be filled by the Board of Directors.
Section 7: REMOVAL
Officers may be removed by 75% vote of the Board of Directors at a regular meeting or a special meeting called for the removal of the officer.
ARTICLE VI – MEETINGS
Section 1: ANNUAL MEETING
The annual meeting of the Board of Directors shall be held in the summer months in conjunction with a central hamfest, (e.g. Des Moines), insofar as possible, or at a designated time and place called by the President.
Section 2: OTHER MEETINGS
Other meetings may be called by the President at any time after due notice is given to the members of the Board. Customarily, other meetings are held in Sioux City and Cedar Rapids in the spring and fall, respectively.
Section 3: SPECIAL BOARD MEETINGS
Special board meetings may be called upon the request of two (2) board members. Only such business as is designated in the notice shall be transacted at such special meetings.
Section 4: QUORUM
At any meeting of the Board of Directors, three (3) directors shall be a quorum. At meetings of the general membership, members in attendance shall constitute a quorum.
Section 5: PROXY VOTES
Written proxy votes shall be accepted at all regular and special meetings of the Board of Directors.
Section 6: RULES
Robert’s Rules of Order in its most current edition shall govern proceedings.
Section 7: TELEPHONE CONFERENCE MEETINGS
Subject to other applicable provisions contained in these By-Laws, any action required by the Code of Iowa to be taken at a meeting of directors of the corporation, or any action which may be taken at a meeting of the directors, or a committee of directors, may be taken by means of conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other, and the participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.
ARTICLE VII – AMENDMENTS
The By-Laws may be amended by a vote of 75% of the Board of Directors represented at a regular or special meeting.
ARTICLE VIII – BAND PLANS AND TECHNICAL GUIDELINES
The Council shall endorse and encourage adherence to standardized bandplans and technical guidelines so as to make the most effective use of the available amateur frequencies. No frequency may be assigned for the exclusive use of any amateur station.
ARTICLE IX – MEMBERSHIP IN MACC, INC.
The Iowa Repeater Council, Inc., subscribes to membership in the Mid-America Coordination Council, Inc., (MACC), for the purpose of standardizing coordination procedures and technical guidelines and agrees to adhere to the MACC’s policies, criteria and standards.
ARTICLE X – COMMITTEES
Section 1: FREQUENCY COORDINATION COMMITTEE
The chairman shall be designated the Frequency Coordinator and shall be appointed by the Board of Directors.
The committee shall have the power to work directly with all groups in Iowa and surrounding states to coordinate frequencies, access modes and special function tones/codes, etc., so as to avoid or minimize interference between radio facilities.
The committee shall also prepare recommendations to the Board concerning bandplans, technical guidelines, special functions, access modes, and any other such recommendations concerning the fostering of good coordination practices.
Assistant Coordinators may be appointed if warranted.
Section 2: PUBLICATIONS COMMITTEE
The chairman shall be designated the Editor and shall oversee all details necessary in the production, printing, and mailing of the Newsletter and other such items as may need to be published by the Council.
Section 3: REMOVAL OF COMMITTEE CHAIRMEN FROM OFFICE
The President may remove from office any committee chairman for neglect of duty or conduct detrimental to the Council.
Section 4: REVIEW OF DECISIONS
Decisions of committees are subject to review by the Board of Directors. Decisions of the Board may be appealed to the general membership at an annual meeting, which decision is final.
ARTICLE XI – SEAL AND LOGO
Section 1: CORPORATE SEAL
The Board of Directors may provide for a corporation seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words, “Corporate Seal, Iowa”. Until provided for by resolution of the Board of Directors, this corporation shall have no seal.
Section 2: LOGO
The logo of the corporation shall be:
ARTICLE XII – OFFICES
The registered office of the corporation required by the Code of Iowa to be continuously maintained in Iowa shall be initially as provided in the Articles of Incorporation subject to change from time to time by Resolution of the Board of Directors and the filing of a statement of said change as required by the Code of Iowa.
ARTICLE XIII – CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1: CONTRACTS
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances.
Section 2: LOANS
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3: CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4: DEPOSITS
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.
ARTICLE XIV – FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January in each year and end on the 31st day of December of each year.
ARTICLE XV – WAIVER OF NOTICE
Whenever any notice is required to be given to any director of the corporation under the provisions of the Code of Iowa or under the provisions of the Articles of Incorporation or By-Laws of the corporation, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
ADOPTED BY THE BOARD OF DIRECTORS THIS 13th DAY OF AUGUST, 1988.