ARRL Foundation By-Laws
ARTICLE I - MEMBERS
The Corporation shall have no members.
ARTICLE 11 - DIRECTORS
Section 1. Number, Election and Term of Office. Initially the Board of Directors shall consist of three (3) Directorships. The first Board of Directors shall be elected by the incorporators at the Organization Meeting of the corporation. At the First Annual Meeting of the Board of Directors, in January, 1974, the Board of Directors shall be increased to nine (9) Directorships. The Directors of The American Radio Relay League, Inc. shall, by a majority vote, elect the nine (9) Directors to commence serving as Directors at said First Annual Meeting of Directors, with three (3) of said Directors elected for a term of one (1) year, three (3) of said Directors elected for a term of two (2) years and three (3) of said Directors elected for a term of three (3) years. Thereafter, upon the expiration of the term of each Director, the Directors of The American Radio Relay League, Inc. shall, by a majority vote, elect a successor Director of the corporation for a term of three (3) years,
Section 2. Removal and Vacancies. Directors may be removed at any time by the Board of Directors of The American Radio Relay League, Inc. Vacant Directorships shall be filled for the unexpired term of such Directorships by the Board of Directors of The American Radio Relay League, Inc. A majority of the Directorships of the corporation shall always be held by persons who are Directors of The American Radio Relay League, Inc. The Board of Directors of The American Radio Relay League, Inc. may take any action authorized under this section through its Executive Committee to the extent authorized by the Board of Directors of The American Radio Relay League, Inc.
Section 3. Annual Meetings. An Annual Meeting of the Board of Directors of this Corporation shall be held during the month of January of each year, at which Meeting the Directors then in office shall transact such business as may properly come before the Meeting. If, for any reason, the Annual Meeting is not held during such month of January, it may be called at any other time by the President or by any three (3) Directors in the manner hereinafter specified for a Special Meeting of the Board of Directors.
Section 4. Regular Meetings. Regular Meetings of the Board of Directors shall be held at such time and place as may be specified from time to time by resolution of the Board of Directors and notice thereof need not be given. If no such resolution shall be in effect, Regular Meetings of the Board of Directors shall be called in the manner hereinafter provided with respect to Special Meetings of the Board of Directors.
Section 5. Special Meetings. Special Meetings of the Board of Directors may be called by the President and shall be called by the President upon written request of any three (3) Directors. If the President shall not call such Meetings within fifteen (15) days after receipt of such written request, the Directors making such request may call the Meeting, At least seven (7) days oral or written notice of each Special Meeting stating the time and place of the Meeting shall be given to each Director. No notice of a Directors' Meeting need be given to any Director who attends such Meeting in person without protesting prior to or at the commencement of such Meeting, or who waives such notice in writing executed and filed with the Secretary of the Corporation, either before or after the Meeting. The Secretary shall cause any such waiver to be filed with, or entered upon, the records of the Meeting.
Section 6. Quorum. To constitute a quorum, there must be present a majority of the Directors at least half of whom are persons then serving as Directors of The American Radio Relay League, Inc. The affirmative vote of the majority of the Directors present at a meeting at which a quorum is present shall be required for action by the Board of Directors on any matter whatsoever except for those matters for which the vote of a greater proportion of the Directors is required by the Certificate of Incorporation or these By-Laws.
Section 7. Powers. The property, business and affairs of the Corporation shall be managed by the Directors who may exercise all the powers and do all things which may be exercised or done by the Corporation, subject to the provisions of the law, the Statutes of the State of Connecticut, the Certificate of Incorporation and these By-Laws.
Section 8. Committees. The Board of Directors may designate two (2) or more Directors to constitute an Executive Committee or any other Committee. Each such Committee shall have and may exercise all such authority of the Board of Directors as shall be provided in the resolution establishing such Committee. Each such Committee shall serve at the pleasure of the Board of Directors and shall keep minutes of its proceedings which shall be reported to the Board of Directors.
Section 9. Transaction of Business Without Meeting. Any corporate action which can be authorized at a regularly constituted Meeting of the Board of Directors or a Committee thereof may be authorized without such a Meeting, provided that all of the Directors or all of the members of a Committee thereof, as the case may be, consent in writing to such action before or after the time such action is taken and the number of such Directors or members constitutes a quorum for such action. The Secretary of the Corporation shall file such consents with the Minutes of the Board of Directors.
Section 10. Indemnification and Reimbursement. The provisions of 1969 P.A. 312 of the Connecticut General Assembly titled An Act Concerning Indemnification of Corporate Executives shall be applicable to and binding upon the Corporation.
ARTICLE III - OFFICERS
Section 1. Titles, Election and Duties. The Directors shall elect a President, a Vice President, a Treasurer, a Secretary and may from time to time appoint such other Officers as they, the Directors, deem expedient. Any two or more offices may be held by the same person, except the offices of President and Vice President and the offices of President and Secretary. The duties of the Officers of the Corporation shall be such as are imposed by these By-Laws and from time to time prescribed by the Directors.
Section 2. President. The President shall preside at all Meetings of the Board of Directors and shall perform such administrative functions, including the establishment of various committees, as the Board of Directors shall determine. The President shall be an exofficio member of all committees.
Section 3. Vice President. The Vice President shall, in the event of the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice President shall assist the President in the performance of his duties.
Section 4. Treasurer. The Treasurer shall keep the fiscal accounts of the Corporation, including an account of all moneys received or disbursed. At intervals of not more than twelve (12) months, he shall prepare or have prepared for the Corporation a balance sheet shoeing the financial condition of the Corporation as of a date not more than four (4) months prior thereto, and a profit and loss statement respecting its operation for the twelve (12) months preceding such date. The balance sheet and the profit and loss statement shall be deposited at the principal office of the Corporation and shall be kept by the Corporation for at least ten (10) years from such date. He may endorse for and on behalf of the Corporation, checks, notes and other obligations and shall deposit the same and all moneys and valuables in the name of, and to the credit of the Corporation in such banks and depositories as the Board of Directors shall designate. The Treasurer shall have custody of and shall have the power to endorse for transfer on behalf of the Corporation, stock securities or other investment instruments owned by the Corporation.
Section 5. Secretary. The Secretary shall keep the Minutes of the Meetings of Directors and shall give notice of all such Meetings as required in these By-Laws. He shall have custody of the Seal of the Corporation and all books, records and papers of the Corporation, except those in the custody of the Treasurer or some other person authorized to have custody and possession thereof by a resolution of the Board of Directors.
Section 6. Terms of Office. Each of such Officers shall serve for one (1) year and/or until his successor is duly appointed and qualified, but any Officer may be removed by the Board of Directors at any time with or without cause and with or without notice or hearing. Vacancies among the Officers by reason of death, resignation or other causes shall be filled by the Board of Directors.
ARTICLE IV - DISTRIBUTION OF ASSETS
Section 1. No part of the income, or of the assets, of the Corporation shall ever be distributed to its Officers or Directors; provided, that nothing herein shall restrict the right of the Corporation to reasonably compensate its Officers and Directors, or any of them, for services rendered to the Corporation.
Section 2. The Corporation may be dissolved at any time by majority vote of the Directors in office at the time of such vote at any Meeting of the Board of Directors duly called to consider such dissolution. Upon dissolution of the Corporation, the assets remaining after payment of all liabilities shall be distributed to The American Radio Relay League, Inc. or, if it shall not then be an organization described in Section 170(c) of the Internal Revenue Code, to such other organization described in said Section 170(c) as the Board of Directors in its sole discretion shall determine.
ARTICLE V - SEAL
Section 1. Design. The Corporate Seal of this Corporation shall be a circular seal, with the name of the Corporation, and the words "Seal" and "Connecticut" set forth thereon.
ARTICLE VI - AMENDMENTS
Section 1. Certificate of Incorporation and By-Laws. The certificate of Incorporation and/or By-Laws of the Corporation may be amended at any time by a majority vote of the Directors of the American Radio Relay League, Inc., provided any provision in the Certificate of Incorporation and / or By-Laws requiring a two-thirds (2/3) vote may only be amended by a two-thirds (2/3) vote of the Directors of The American Radio Relay League, Inc.
Section 2. Lirnitation of Power to Amend. Anything herein to the contrary notwithstanding, no change shall be made in the Certificate of Incorporation of the Corporation or in these By-Laws which will adversely affect the exempt status of the Corporation under Section 501(c)(3) of the Internal Revenue Code of 1954 or its status as a nonprofit corporation under the laws of the State of Connecticut.
Section 3. Inconsistencies with Certificate of Incorporation. If any provisions of these By-Laws shall be found to be inconsistent with any provisions of the Certificate of Incorporation, as presently existing or as from time to time attended, the latter shall constitute the controlling authority.
ARTICLE VII - STATUTORY REFERENCES
Section 1. Any reference herein to a section of the Internal Revenue Code of 1954 or to a specific section of the laws of the State of Connecticut shall mean such section as it is constituted at the time of the adoption of these By-Laws and as it may hereafter be amended, added to or otherwise changed, and it shall also include any other provision of similar purpose which may hereafter become applicable to the Corporation.