Articles of Incorporation

ARTICLES OF INCORPORATION

Of

Iowa Repeater Council, Inc.

I, the person whose name is subscribed hereto, acting as incorporator for the purposes of forming a non-profit corporation under the provisions of Chapter 504A of the Code of Iowa, and assuming and claiming all powers, rights, privileges and immunities granted or permitted to bodies corporate under said law, do hereby adopt the following Articles of Incorporation.

ARTICLE I – NAME

The name of the corporation shall be: Iowa Repeater Council, Inc.

ARTICLE II – STATUTORY AUTHORIZATION

This corporation is organized and incorporated under Chapter 504A of the 1987 Code of Iowa.

ARTICLE III – DURATION

The period of duration shall be perpetual.

ARTICLE IV – PURPOSES

This corporation is organized to recommend frequencies, operating and technical parameters to, and foster cooperation among, amateur radio operators in order to avoid or minimize interference.  This corporation is organized for the further 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 V – LIMITATIONS

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article IX  hereof.   Notwithstanding any other provisions of these Articles, the corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future Internal Revenue Law).

ARTICLE VI – REGISTERED OFFICE AND AGENT

The address of the initial registered office of the corporation shall be in Crawford County, Iowa, and is 1306 4th Avenue North, Denison, Iowa, 51442.  The initial registered agent at said address shall be Dr. Dennis Crabb.

ARTICLE VII – BOARD OF DIRECTORS

The number of directors constituting the initial Board of Directors of this corporation shall be five (5).  The names and addresses of the persons who are to serve as initial directors are:

NAME                          ADDRESS

Four year initial terms:

Dennis Crabb, M.D., WB0GGI      1306 4th Ave N, Denison, IA 51442

Gene Mitchell, N0DQS                 Box 298, Schleswig, IA 51461

John Maurer, NA0S                            RR 1, Ames, IA 50010

Two year initial terms:

Dan Bureman, WB0QAM        3808 6th Ave #14, Des Moines, IA 50313

Al Groff, K0VM         1446 Council St NE, Cedar Rapids, IA 52402

ARTICLE VIII – INCORPORATOR

The name and address of the incorporator is:

NAME                          ADDRESS

Dennis Crabb, M.D., WB0GGI     1306 4th Ave N, Denison, IA  51442

ARTICLE IX – POWERS

Except as in these Articles specifically limited, this corporation shall have those powers authorized by law necessary to accomplish its purposes as set out in Article IV.

ARTICLE X – BY-LAWS

This corporation may make and amend By-Laws at its pleasure through the Board of Directors.

ARTICLE XI – DISSOLUTION

Upon the dissolution of this corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of this corporation, dispose of all of the assets of this corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, scientific, civil or social welfare purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law) as the Board of Directors shall determine.   Any such assets not so disposed of shall be disposed of by the District Court of Iowa in and for the county in which the principal office of this corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

IN WITNESS WHEREOF, I have hereunto subscribed my name this _____ day of September, 1988.

 

____________________________

Dennis W. Crabb, M.D.

 

 

 

 

 

 

STATE OF IOWA

Crawford County

On  this  ____  day  of  September, 1988, before  me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared Dennis W. Crabb, M.D., to me known to be the identical person named in and who executed the within and foregoing instrument and acknowledged that he executed the same as his voluntary act and deed.

 

_____________________________

Notary Public in and for

the State of Iowa

By-laws (August 1988)

IOWA REPEATER COUNCIL, INC.

BY-LAWS

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.

 

 

_________________________

PRESIDENT

 

ATTEST:     _______________________

SECRETARY/TREASURER

 

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