BYLAWS OF THE CHEYENNE
MOUNTAIN REPEATER GROUP INC
Created October 18, 1997
ARTICLE I: NAME
The name of this organization shall be the Cheyenne Mountain Repeater Group Inc. and the principal office shall be in Colorado Springs, Colorado.
ARTICLE II: MEMBERSHIP
Section 1. Classes of Membership.
There shall be two classes of Membership: Standard and Extended. Both Standard and Extended Members shall have full voting privileges for the election of the officers and directors. Family Members may vote in place of the sponsoring Member if the sponsoring Member is absent.
Section 2. Standard Membership.
Standard Membership shall be available to any licensed amateur radio operator. Standard Members shall have the privilege of using all repeater systems operated by the CMRG Inc. and shall have the privilege of one phone number programmed into the repeaters’ AutoDial systems.
Section 3. Extended Membership.
Extended Membership shall be available to any licensed amateur radio operator. Full Members shall have the same privileges as Standard Members, with the additional privilege of knowledge of all access codes necessary to enable any of the remote base and linking capabilities not otherwise restricted to control operators.
Section 4. Family Membership.
Family Membership shall be available to a spouse, child, sibling, or parent of a Member in the same household. A Family Member shall be entitled to the same privileges as the sponsoring Member.
Section 5. Application for Membership.
Persons may make application for Membership to the CMRG Inc. in proper form together with dues as prescribed in these Bylaws. Upon receipt of dues by the CMRG Inc. such persons shall become Members of the class applied for.
ARTICLE III: MEETINGS
Section 1. Annual Meeting.
An Annual meeting of the CMRG Inc. for the election of Directors and for the transaction of such other business as may properly come before the meeting, shall be held in October of each year on a date to be determined.
Section 2. Regular Meetings.
Regular meetings of the CMRG Inc. may be designated by the Board of Directors.
Section 3. Special Meetings.
Special meeting of the CMRG Inc., for any purpose or purposes, may be called by the Chairman of the CMRG Inc. or in his absence by any other officer. The Secretary shall notify the Members of the CMRG Inc. of the time, place and purpose of such meeting. Business transacted at all special meetings shall be confined to the purposes stated in the notice of such meeting.
Section 4. Place of Meeting.
The CMRG Inc. may designate any place in Colorado for the annual, regular, or special meeting called by the CMRG Inc.
Section 5. Notice of Meeting.
Annual meetings shall be announced at least 30 days in advance by US Mail and via the CMRG Information Net.
Special meetings shall be announced at least 10 days in advance by US Mail or via the CMRG Information Net.
The frequency and location of regular meetings shall be announced on the first CMRG Information Net following the designation of the regular meetings, and during each net following. If notice is mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the CMRG Inc. Member at his address as it appears on the roster of the CMRG Inc.
Section 6. Quorum.
A quorum shall consist of those Members of the CMRG Inc. present at any meeting, provided however, that if fewer than 10% of the voting Members are present, the Chairman may at his discretion at any annual, regular or special meeting declare that there are an insufficient number of CMRG Inc. Members present to adequately determine the matters pending before such meeting and in such event the Chairman may declare that a quorum is not present and may adjourn said meeting to a later date.
Section 7. Voting.
Voting is restricted to voting Members who are not delinquent.
Section 8. Conduct of Meetings.
Robert’s Rules of Order, as revised, shall govern the conduct of the meetings of the CMRG Inc, except where other rules are set forth in this Bylaw or have been adopted.
ARTICLE IV: OFFICERS
Section 1. Officers.
The officers shall consist of a Chairman, Vice-Chairman, Secretary and Treasurer, all of whom shall be elected to office by the Membership as hereinafter provided, and all of whom shall be Members of the Board of Directors.
The Board Members shall be elected by the Membership at large. The Board Members shall meet within two weeks after elections to elect the Chairman, Vice-Chairman, Secretary and Treasure from among the Board of Directors.
Section 2. Elections.
Election shall be at the Annual Meeting after a quorum is declared present. Voting shall be by ballot. Candidates receiving a majority of the votes cast shall be deemed elected. They shall assume their duties immediately after the Annual Meeting. They shall serve for three years, and may be re-elected.
All Board Offices shall be elected at the initial CMRG Inc. meeting, and one third of the Board of Directors and officers will be elected at any election. The initial Treasurer and one Board Member shall serve a one-year term, and the successors shall serve a three-year term. The initial Secretary shall serve a two-year term, and the successor shall serve a three-year term. The initial Chairman shall serve a three-year term, and successors shall serve a three-year term. The Technical Director shall not have a term limit.
Section 3. Duties.
The duties of the officers shall be in general such as their titles by general usage would indicate.
The Chairman shall preside at all meetings of the Board of Directors and conduct them in accordance with the rules adopted. He shall be the official spokesman for the CMRG Inc. at all official functions. He shall enforce due observance of these Bylaws; decide all questions of order; sign all official documents that are adopted by the CMRG Inc., and not other; and perform all other customary duties pertaining to the office of Chairman.
The Secretary shall keep a record of the proceedings of all meetings, conduct all correspondence and file all documents and reports, required. He shall retain the official Membership roster containing names and addresses of all Members eligible to vote, and notify Members of meetings. It shall be his duty to keep the Articles of Incorporation and Bylaws of the CMRG Inc. and have them with him at every meeting. He shall cause all amendments to be noted thereon, and permit the Articles of Incorporation and Bylaws to be inspected by Members upon request.
The Treasurer shall keep an accurate financial record of the CMRG Inc. He shall pay all bills from CMRG Inc. funds, subject to the approval of the Board of Directors. He shall maintain such checking and other bank accounts as directed by the Board of Directors, and make accounting of these and other funds entrusted to him upon request. He shall maintain an accurate inventory of all property of the CMRG Inc. A complete listing of all property, serial numbers and other identifying information, and the location of same, shall be provided by the Technical Committee and made a permanent part of the Treasurer’s record. Said list shall be kept current and used as required in preparation of any audit. The Treasurer will also keep an identifying list of all properties belonging to the CMRG Inc. which are charged out to individuals, and a list of sources and location of borrowed properties under the care of the CMRG Inc.
ARTICLE V: BOARD OF DIRECTORS
Section 1. Membership and Selection.
The Board of Directors shall consist of six elected members and the technical director appointed by the board. A candidate will have been a Member in good standing of the CMRG Inc. for the six (6) months immediately proceeding the election. Said elections shall be held at the Annual Meeting. A trustee for the CMRG Inc.’s repeaters shall be appointed by the Board of Directors and will be the Technical Director.
Section 2. Duties.
The Board of Directors shall have general charge and control of the affairs of the CMRG Inc. It shall have the power to interpret the Bylaws and its decisions shall be final.
Section 3. Vacancies.
Any vacancy arising on the Board of Directors shall be filled by the Board. Persons so appointed shall serve until the expiration of the original term of office.
Section 4. Annual Meeting.
The Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of the CMRG Inc. Special meetings may be called by the Chairman or upon request of three Members of the Board of Directors. The Board of Directors shall meet at least quarterly at such time and place as the Chairman shall order. A quorum shall be at least 50% of the Board of Directors.
Section 5. Informal Action by Directive.
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a written consent setting forth the action to be taken is signed by each of the Board Members. Any such written consent shall be inserted in the Minute Book as if it were the minutes of a Board meeting.
Section 6. Removal from Office.
A Board Member may be removed from office at any regular Board meeting by a majority vote of the Board Members present for violation of these Bylaws, for conduct which would tend to bring discredit on the CMRG Inc. or amateur radio, or non-performance as a Board Member.
ARTICLE VI: COMMITTEES
Section 1. Standing Committees.
The CMRG Inc. may, from time to time, by appropriate Resolution, appoint such Standing Committees as it deems expedient to further the principles and purposes of the CMRG Inc. These Standing Committees shall have the power to execute their duties, provided that any action which requires an expenditure of funds be approved by the Board of Directors.
Section 2. Nominating Committee.
The Board Members shall appoint a Nominating Committee of Five Members from the CMRG Inc. general Membership where two Members shall be from the Board of Directors, two months before elections to gather all nominations from the general Members for election to the CMRG Inc. Board of Directors. The Nominating Committee shall present a slate of candidates to the General Members for elections to the CMRG Inc. Board of Directors. Additional nominations, with the consent of the nominee, may be made from the floor.
Section 3. Special Committees.
Special committees may be appointed by the Chairman or created by Resolution with the approval of the Board of Directors.
Section 4. Technical Committee.
A Technical Committee shall be maintained as a standing committee within the CMRG Inc. The Board of Directors shall appoint a director of the Technical Committee whose duty it shall be to report the status of the Committee and all relevant matters to the Board of Directors at any meeting. Losses which occur must be immediately reported to the Board of Directors. The Technical Committee will not be held responsible for accidental losses, normal deterioration, etc. They will be held responsible to the Board for unauthorized lending, borrowing, gross negligence, etc., as the events may indicate.
Section 5. Trustee.
The Trustee shall be responsible for the operation of the repeater in accordance with the rules and regulations of the FCC.
ARTICLE VII: DUES AND ASSESSMENTS
Section 1. Determination of Dues.
Dues for Members shall be determined by the Board of Directors, and provision shall be made for reduced Membership dues upon application to the Board.
Section 2. Payment Date of Dues.
Dues are payable annually on the anniversary date of Membership.
Section 3. Delinquency.
A Member shall become delinquent if dues are not paid 30 days from the anniversary date.
Section 4. Special Assessments.
The Board, by vote of those present at any annual, regular or special meeting, may request of the general Membership such assessments as they may deem necessary for the business of the CMRG Inc. within its objectives as set forth in the Articles of Incorporation.
ARTICLE VIII: AMENDMENTS
These Bylaws may be amended, altered, revised, or repealed, or new Bylaws may be adopted, by the affirmative majority vote of the Members of the CMRG Inc. present at any regular, special, or annual meeting provided that written notice of such proposal(s) shall be mailed or otherwise given to said Membership at least ten (10) days prior to the regular or annual meeting.
ARTICLE IX: TERMS AND DEFINITIONS
KNOW ALL MEN BY THESE PRESENTS that the foregoing Bylaws were adopted at the Bylaws of the Cheyenne Mountain Repeater Group Inc, Resolution of the Board of Directors Members on the ________ day of ________ 19____.
IN WITNESS HEREOF, we have hereunto subscribed our names this ___________ day of ________, 19___.