Charter & By-Laws

CHARTER

We, the undersigned, wishing to secure for ourselves and our community the benefits and securities of an alliance with common goals, hereby establish and form this organization, The Ready Alliance of the Pacific Northwest based out of Hermiston, Oregon. We hereby enact this charter and bylaws and affirm that they will be our governing law. We each agree to uphold and abide by them.

NAME, ORGANIZATION, AND DESCRIPTION

The name of this group shall be: Ready Alliance. Further known in this document as The Group, Alliance or Organization.

This group is an alliance of like-minded individuals who support the mission of the Organization.

It is not the intent of organizing this group to take away from any local organization with a similar goal or mission such as an amateur radio club, ARES, RACES, Civil Defense, MARS, CAP, etc. We encourage dual membership in these organizations. We also welcome members of government and law enforcement as well as those from any background to join our ranks. We desire to have people of varied backgrounds, training, skill-sets and beliefs.

The intent of the formation of this Organization is to give those in the groups listed above as well as those who aren’t for whatever reason an outlet for practicing our skills and getting together for mere enjoyment.

It is also the intent of this organization to give each member an equal voice without politics, religion or any type of nepotism or cronyism.

This Organization, whenever possible will make its best effort to assist other local organizations with projects and goals when it fits into the mission of the Organization. However, our Organization will not be co-opted or commandeered without our consent. We shall always remain autonomous.

Article I.            PURPOSE OF THE ORGANIZATION

Section 1.01        This corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 1.02        The purpose of this organization is to facilitate the exchange of information among persons interested in Disaster Preparedness, Radio Communications, Knowledge Sharing, Self-Reliance, and the advancement of our community. Our goal is the continuation of our civilization, not just life, but the civil form of society that humankind has built over thousands of years and the information, knowledge and technical advancements which go with that.

We have a respect for our environment and the plants and animals we share it with. We pledge to leave things better for our fellow man and our children. We pledge to learn as much from our surroundings and the natural world as possible. As with everything we do, this is not a political statement in anyway, but merely a responsible one.

We also pledge to be a group of non-violence. This is not intended to be a political statement, but we believe that through knowledge the desire for violence is extinguished. We will encourage the use of other means for resolution of problems.

We promote Disaster Preparedness and Radio Communications through public service, and operate for charitable, educational and scientific purposes, as follows:

  1. To provide any services to the community which the organization has the ability and fits into our mission.
  2. To create a community forum for discussing ideas on all topics relating to organization business, technology, emergency preparedness, radio communications and/or self-reliance.
  3. To educate both members and the community on disaster preparedness best practices as well as foster an environment for the development for new methodology.
  4. To encourage and educate on the topic of self-reliance while also creating a network of like-minded individuals who can rely on each other during a disaster.
  5. To, in coordination with whatever authorities are appropriate, create disaster plans for ourselves, our families, and our community for any and every scenario which can be prepared for.
  6. Our group is a community resource. We are in no way a militia. We do not tolerate anarchist or anti-government ideology. Our goal is to assist the government and the public any time there is a need.
  7. To promote civic duty among members and create and participate in opportunities to help the community at large.
  8. To educate and increase the proficiency of individuals in the current state of the science of radio and communications.
    • To foster education and training of current members so that they are more capable of operating and maintaining radio and other communications equipment during periods of emergency.
    • To foster education and training in Amateur Radio and Federal Communications Commission licensing requirements for an Amateur Radio license.
    • To educate the community about the importance of radio communications in a disaster or other civil emergency.
    • To utilize all radio communications available to us as well as train others on the appropriate use of and FCC licensing of such. Services we utilize include but are not limited to, the Amateur Service (which is our primary), the General Mobile Radio Service, The Family Radio Service, and the Citizens Band Service.
    • To promote and help develop new digital and other modes which are developing and adapting daily.
  9. To sponsor and encourage experimental activities in radio and other communications toward the development of new knowledge in the field, and to disseminate this and other information concerning new advancements in the field.
  10. To promote the elevation of standards of practice and ethics in the conduct of Amateur Radio communications.

Our members pledge to be considerate, loyal, progressive, friendly, balanced, and patriotic.

Article II.          MEETINGS

Section 2.01        The annual meeting of the organization shall be the first regular meeting date of the new calendar year.

Section 2.02        The annual meeting may be teleconferenced or streamed for those who are unable to attend.

Section 2.03        Regular meetings shall be held each month either in person, online or via radio to conduct business unless deemed unnecessary by the Board of Directors. Regular meetings may be combined with other events the Organization may be holding in the same month.

Section 2.04        Notice of the annual and regular meetings shall be given as prescribed in the by-laws as the Organization’s standard method of notification.

Section 2.05        Special meetings may be called by the President at any time and must be called by the President upon written request of any two REGULAR voting members of the organization.

Section 2.06        Special meetings may be called on 48 hours’ notice and notice shall be given as prescribed in the by-laws as the Organization’s standard method of notification. Only such business as is designated in said notice shall be transacted at such special meetings.

Section 2.07        The Board of Directors shall meet at such times and upon such notice, as the President deems expedient. Action taken by the Board of Directors and not at a regular meeting shall be reported to the voting membership at the first regular meeting following the Board of Directors meeting at which such action was taken.

Section 2.08        The Board may use means of teleconference or other internet methods to hold their meeting when needed for one or more members who physically cannot be present.

Section 2.09        Robert’s Rules of Order shall govern proceedings.

Section 2.10        EXECUTIVE SESSION: Executive sessions may be used to discuss confidential matters. They should be used only when necessary and as rarely as possible. During an executive session, only Directors may be present. An executive session can be held before or after a regular or board meeting or may be called as a special meeting. Regular notification must be made to all members explaining why the session is being held. Minutes must be recorded for the session but are not available for inspection by the public or Regular Members.

Section 2.11        TRANSPARENCY: This organization is not secretive and as such all are welcome to attend meetings.

Article III.       MEMBERSHIP

Section 3.01        Membership Requirements – The following are required for membership into the organization:

  • An interest in and agreement with this organization’s mission
  • Payment of any dues as prescribed in the charter and bylaws
  • A majority vote by the current organization membership

Section 3.02        By applying for membership each member consents to be governed by the charter and bylaws of the organization as they presently exist or as they may be amended or changed in the future.

Section 3.03        Membership may not be denied because of race, creed, color, religion, gender, sexual orientation, political affiliation, marital status, or any other reason that would be biased or prejudicial.

Section 3.04        Failure to pay dues prior to or at the annual meeting of any calendar year shall immediately suspend the right to vote on organization matters until the delinquency is rectified. Individuals who are still delinquent as of March 1 shall have their membership terminated.

Section 3.05        Membership may ONLY be terminated for cause at any time by the majority vote of the Board of Directors. An individual whose membership has been terminated for cause by the Board of Directors shall, upon request, be entitled to a hearing and review of the Board of Directors decision at a regular meeting of the organization. At this hearing the full membership shall vote whether to uphold the board’s decision. Directors are not required to abstain from this vote.

Section 3.06        The organization is to have four classes of members, as follows:

(a)       REGULAR: REGULAR members are standalone members who have paid membership as a sole member of the organization. REGULAR members shall receive all benefits of membership including voting at membership meetings on Organization issues as prescribed in Article VII of this Charter. To be a full stand-alone regular member the applicant must be 18 years of age.

(b)       FAMILY: FAMILY membership has a sponsoring member and may have satellite members who are household members. FAMILY members have all the privileges of their sponsoring member except those who are minors shall not have the right to vote at membership meetings on Organization issues as prescribed in Article VII of this Charter. The satellite member may serve on the Board of Directors and vote as a member of the Board. Satellite members may be of any age but must be 18 years of age to serve as a director or committee member.

(i)     FAMILY membership shall be afforded to those persons who apply for FAMILY membership and who are children or spouses of REGULAR members and who are living in the same household. Children and spouses of REGULAR members are eligible for FAMILY membership on a continuing basis.

(c)        PATRON: PATRON membership is for those who would like to be listed on the rolls of the organization but are only spectators. They are welcome at events and meetings but cannot hold office or vote. They also may be excluded from certain events as the Board of Directors and/or the policies and procedures dictate.

(d)       HONORARY: HONORARY membership is for members who can’t participate or for whatever reason, but the organization would like to bestow a non-voting membership on them. This is mostly for those who cannot be present such as the elderly or community members who can’t make it to events. This membership has not voting rights or right to hold organization office.

Section 3.07        Rights of Regular Members:

  • Regular Members have the right to vote on Director appointments, officers, new members and amendments to this charter as prescribed in Article VII of this Charter. Regular Members have no further voting rights.
  • Regular Members have the right to be consulted on decisions as prescribed in the charter or bylaws or as the Board sees fit.
  • Regular Members are permitted free attendance to certain events which non-paying members may have to pay as prescribed by the Board or By-laws.
  • Regular Members are permitted to attend certain functions which are closed to non-paying members as prescribed by the Board or By-laws.

Section 3.08        Resignations: Any member may resign by filing a written resignation with the secretary. A resignation will relieve the member of any Organization responsibilities which arise as a result of any action after the resignation has been tendered. Such resignation does not relieve a member of unpaid dues or other previous charges before the resignation.

Article IV.      DUES AND ASSESSMENTS

Section 4.01        The organization by majority vote of those present at any regular meeting, may levy upon the general membership such dues or assessments as shall be deemed necessary for the business of the organization.

Section 4.02        Dues shall be discussed by the membership at the meeting before the last meeting of each calendar year, and any proposed changes to the dues structure for the coming year shall be advertised in writing to all members prior to the last meeting of the year. Changes to the dues structure for the coming year shall be set by a simple majority vote of the members present at the last meeting of the year.

Section 4.03        There shall be no dues charge for FAMILY members in addition to the standard flat Family Membership Dues.

Section 4.04        The Board of Directors may waive all or part of the dues of persons who are, or who are applying for, REGULAR membership. Partial or total waiver of dues for such persons does not affect their voting rights or other rights and privileges applicable to their REGULAR membership.

Section 4.05        Dues are payable at or before the annual meeting of each year. Persons who apply for membership on or after 1 July of a given year will be charged one-half (50%) of the current rate for their class of membership.

Section 4.06        Failure to pay any duly levied assessment by March 1st following it having been levied will automatically terminate membership.

Section 4.07        The Board of Directors shall have the authority to fine members for violations of organization rules.

(a)       A member who has been fined by the Board of Directors shall, upon request, be entitled to a hearing and review of the Board of Directors decision at a regular meeting of the organization.

Article V.         OFFICERS AND THE BOARD OF DIRECTORS

Section 5.01        There shall be three officers of this organization, as follows:

(a)       President

(b)       Vice President

(c)        Secretary

Section 5.02        The officers shall be elected annually by a majority vote of the Regular Members present, or by Regular Members by proxy as prescribed in Article VII of this Charter, at the November meeting of the organization. Each officer shall hold office until a successor shall have been duly elected or appointed or until the death of the officer or until resignation or removal in the manner hereinafter provided.

Section 5.03        Officers and Directors shall be sworn in and take office at the Regular Annual Meeting held in January.

Section 5.04        Vacancies occurring between elections may be filled by special ballot, at the first regular meeting at which the withdrawal or resignation is announced or may be filled by appointment by the Board of Directors. The term of an officer elected by special ballot or appointed by the Board of Directors shall commence forthwith and continue until the next general election.

Section 5.05        The Board of Directors of this organization shall consist of following members:

(a)       The two or three officers of the organization

(b)       The immediate Past President

(c)        Two Members at Large

Section 5.06        Any member of the board of directors may also serve as Secretary if organization membership is small, if the officer taking on the role agrees to handle the additional duties, and a majority of membership agrees. If a dual role is utilized, this member only maintains one vote.

Section 5.07        Officers may be removed on motion carried by not less than two thirds vote of the membership.

Section 5.08        Only REGULAR and FAMILY members in good standing can serve as officers or members of the Board of Directors.

Section 5.09        A member may hold only one voting position at a time on the Board of Directors

Section 5.10        To be eligible to be an officer the candidate must be 18 years of age and a member in good standing for one year.

Section 5.11        All Officers and Directors shall have a term limit of 5 years.

Section 5.12        No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.

Article VI.      DUTIES OF OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS

Section 6.01        Any Board Member may represent the organization at community events.

Section 6.02        The Board of Directors is responsible to organize, manage and motivate the membership in pursuit of the purpose of the Organization as stated in the Preamble of this charter.

Section 6.03        The Board of Directors shall annually develop a financial plan for the year and submit it to the membership for approval. This plan can simply be a list of goals for the Organization and how they will be achieved.

Section 6.04        The President shall preside at all meetings of the organization, and at all meetings of the Board of Directors, and shall conduct the same according to Robert’s Rules of Order, Revised. The President shall enforce due observance of these by-laws, decide all questions of order, sign appropriate official documents that are adopted by the organization and none other, set the dates for the annual and regular meetings and perform all customary duties pertaining to the Office of President, including the appointment of committees as needed. The president is the public face of the organization.

Section 6.05        The Vice President shall assume all the duties of the President in his/her absence. This officer shall also be responsible for a yearly check of inventory of all Organization properties including property which is owned by members but used by the Organization. Said inventory documentation will be maintained by the organization secretary. The Vice President is also responsible for internal activities of the Organization and other such duties as directed by the President and approved by the Board of Directors. The Vice President shall serve as the activities’ director for the organization unless this duty is delegated to another member by the Vice President.

Section 6.06        The Secretary shall keep a permanent record of the proceedings of all meetings, including Board of Directors meetings, keep a roll of members which shows their addresses, call sign (if any), telephone numbers and classes of membership, submit applications for membership, carry on all correspondence, read communications at each meeting, countersign such documents as the position requires, perform all other duties pertaining to the office of Secretary and other such duties as directed by the President and approved by the Board of Directors. The secretary shall publish meeting agendas and any other documentation which shall be required or deemed to be necessary to be published publicly. The secretary shall also act as treasurer and chief financial officer for the organization. All records will be maintained by the secretary and the past years’ worth of records will be present at each meeting for inspection by ANY member. The secretary shall act as a public relations officer and initial contact with the public in consultation with the Board of Directors.

Section 6.07        The Past President shall advise the President in the management of the Organization and serve on the Scholarship and Nominating Committees. The Past President shall also perform other such duties as directed by the President and approved by the Board of Directors. The current Past President shall serve as long as he/she is a member and until such time as they are replaced by a new past President. In the event of a resignation of the Past President, the President, with the approval of the Board of Directors, may appoint a previous Past President to serve the duration of the term. If no past president is available a board member-at-large may be elected from Regular Membership.

Section 6.08        All officers and members of the Board of Directors shall, at the expiration of their terms, turn over all organization records and any other organization property they might have in their possession to their successors.

Section 6.09        Directors shall not discuss or disclose information about the Organization or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Organization’s purposes, or can reasonably be expected to benefit the Organization.  Directors shall use discretion and good business judgment in discussing the affairs of the Organization with third parties.  Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Organization, including but not limited to accounts on deposit in financial institutions.

Article VII.    VOTING

Section 7.01        Those members present at a regular or duly notified special membership meeting shall constitute a quorum for the transaction of business at any meeting of the organization so long as it is more than 4 individuals, except for amendments of this Charter (for  amendments, see Article XVI).

Section 7.02        Two-thirds of the total number of Directors shall constitute a quorum of the Board of Directors. A simple majority vote shall carry any proposed motion.

Section 7.03        The authority for all decisions for the organization shall be vested in the board of directors with the advice of the general membership. All matters MUST be voted on and approved solely by the board of directors. The board may poll the general membership by vote or whatever method it chooses for advice.

Section 7.04        The only vote the board may make without a quorum is to adjourn the meeting until a quorum can be present.

Section 7.05        The Board of Directors, at its discretion, may differ a decision to the full membership. To do so the President or his designee must make a motion on such decision at any regular meeting, if seconded the full membership may then vote. This vote shall be binding as a decision for the entire Organization.

Section 7.06        A vote of the general membership is required for election of officers and directors, addition of members, and any amendment to this charter. Procedures for each are listed in their respective article of this charter.

Section 7.07        Should the Board make a decision which is not in the best interest of the Organization, a motion can be made for reconsideration by the general membership at any regular meeting. For this motion to carry it must pass by 2/3.

Section 7.08        Any vote required by general membership shall include each director as an individual, this includes override votes. Directors are not required to abstain from full membership votes.

Section 7.09        Voting by proxy is permitted for voting for officers and new members. The procedure for which will be outlined in the By-Laws.

Section 7.10        Voting may be done via the internet as prescribed in the bylaws. However, no vote on financial matters may be done other than in person.

Section 7.11        Voting by proxy by the Board of Directors is not permitted. This is per Oregon Statue.

Article VIII. Conflict of Interest and Compensation

Section 8.01        Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 8.02        Definitions

(a)       Interested Person

Any Director, Regular Member, principal officer, or member of a committee with Board of Directors delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

(b)       Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1)        An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

2)        A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

3)        A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate Board of Directors or committee decides that a conflict of interest exists.

Section 8.03        Procedures

(a)       Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with Board of Directors delegated powers considering the proposed transaction or arrangement.

(b)       Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board of Directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

(c)        Procedures for Addressing the Conflict of Interest

1)        An interested person may make a presentation at the Board of Directors or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

2)        The chairperson of the Board of Directors or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

3)        After exercising due diligence, the Board of Directors or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

4)        If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

(d)       Violations of the Conflicts of Interest Policy

1)        If the Board of Directors or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

2)        If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 8.04        Records of Proceedings

The minutes of the Board of Directors and all committees with board delegated powers shall contain:

(a)       The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors’ or committee’s decision as to whether a conflict of interest in fact existed.

(b)       The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 8.05        Compensation

(a)       A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

(b)       A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

(c)        No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 8.06        Annual Statements

Each director, principal officer and member of a committee with Board of Directors delegated powers shall annually sign a statement which affirms such person:

(a)       Has received a copy of the conflicts of interest policy,

(b)       Has read and understands the policy,

(c)        Has agreed to comply with the policy, and

(d)       Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 8.07        Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

(a)       Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

(b)       Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8.08        Use of Outside Experts

When conducting the periodic reviews, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.

Article IX.       CLUB CALL SIGN & TRUSTEE

Section 9.01        The organization may elect to apply for a club call sign as provided by FCC rules Part 97.

Section 9.02        The Board of Directors shall assign a trusteeship of the club call sign.

Section 9.03        The trustee shall:

(a)       Be a member of the organization in good standing

(b)       Meet FCC requirements

Article X.         COMMITTEES & SPECIAL ASSIGNMENTS

Section 10.01    All committees must have a minimum of two Directors but may also contain Regular Members.

Section 10.02    There shall be a standing repeater committee which shall consist of those who have purchased and own any repeater equipment which is under the control of the organization as well as any other member which the president may appoint. This committee shall make recommendation about equipment as well as rules and policies. This repeater committee shall also act as the interference committee who shall direct investigation, invite proper inquiries, establish technical facts and testimony and report its results to the organization. The repeater committee shall also be tasked with maintaining any radio equipment under the control of the organization.

Section 10.03    There shall be a standing events committee which shall be appointed by the president. This committee shall maintain a schedule of events as well as present ideas throughout the year for new events.

Section 10.04    The President may appoint any additional committees of any type as the need arises.

Section 10.05    Members may be a member of multiple committees and are not required to be on the board of directors to be in a committee.

Article XI.       FINANCIAL

Section 11.01    The Board of Directors shall authorize all bank accounts, all borrowing of money, and all major contracts.

Section 11.02    All Directors wishing to, shall be a signatory on any bank accounts.

Section 11.03    Checks and Authorizations for expenditure of funds shall require two signatures.

Section 11.04    The Board of Directors shall prepare an annual budget and make specific plans to generate sufficient income to meet or exceed expenses.

Section 11.05    The fiscal year shall be July 1 to June 30.

Section 11.06    The Organization may at any time purchase liability, casualty and any other insurance the Board of Directors deems as beneficial to the Organization.

Article XII.    OWNERSHIP OF ASSETS

Section 12.01    Assets which are owned by the organization or in the possession of the organization must be inventoried yearly and maintained in good condition.

Section 12.02    Any assets which are owned by members but placed under the control of the organization shall have a certificate of ownership filed with the organization and kept in permanent record by the secretary, showing the item’s owner(s), serial number, purchase date and price or estimated current value as well as any other vital information which may be needed.

Section 12.03    If an item is purchased by organization membership and placed under control of the organization, those with an investment in the item shall all be listed on the ownership certificate as well as the monetary investment or percent of ownership. Should that member leave the organization at any time for any reason they are entitled to a fair market return on that investment or return of the investment price whichever is greater. This amount must be made up for by the membership and that amount of ownership will then be recorded in favor of those who contributed to the buyout of the departing member.

Section 12.04    If an item is in use by the organization which is owned by a sole individual which is impractical to be removed from service, the item may be replaced so that it may be returned to the individual or purchased at fair market value.

Section 12.05    Owned assets may be sold if no longer needed or used, but never for less than 2/3 the market value. For an item to be sold, it must be approved by a vote of the Board. Any proceeds from the sale of Organization owned assets must be deposited back into an account owned by the organization unless it is due to the dissolution of the Organization.

Section 12.06    Owned assets may be disposed of if they no longer have any value. Disposal must be voted on and approved by the board.

Article XIII.  POLITICAL AND RELIGIOUS ACTIVITY

Section 13.01    No part of the income of the organization shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the organization 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 its Articles of Incorporation and the preamble of this charter. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office or issue which is thought by a majority of Americans as Political in nature.

Section 13.02    This organization will not take a stance on political issues but will respect the positions of all members.

Section 13.03    This organization will not tolerate grandstanding or soapboxing of political issues at organization events and will be punishable by the board of directors by censorship, fine and/or expulsion.

Section 13.04    This organization will respect the religious views of all members but will have no religious affiliations or discussions of its own.

This will not, however prohibit the organization from working with ANY organization which does have a religious affiliation for the mission and goals of the organization in concert with the betterment of the community. Policies and Procedures for such interactions will be created.

Article XIV. INDEMNIFICATION

Section 14.01    General

To the full extent authorized under the laws of the State of Oregon, the Organization shall indemnify any director, officer, member, employee, or agent, or former member, director, officer, employee, or agent of the Organization, or any person who may have served at the Organization’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

Section 14.02    Expenses

Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.

Section 14.03    Insurance

The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.

Article XV.   DISSOLUTION OF THE ORGANIZATION

Section 15.01    Termination of Operations: If the Board of Directors votes that the organization should be dissolved, the motion for dissolution must receive more than two thirds vote of the full membership to pass.

Section 15.02    Disposition of Assets: The Board of Directors shall handle the disbursement of all assets of the organization.

Section 15.03    Property which belongs to individuals will be returned to the owners. Property which was purchased for the benefit of the organization and owned by multiple owners shall be sold and the funds disbursed according to the percentages of ownership as show on the ownership documents.

Section 15.04    Any equipment which is owned by the organization and not by members shall be sold. Net proceeds from that sale shall be donated to a non-profit organization.

Section 15.05    All remaining cash will be donated to a non-profit Organization.

Article XVI. AMENDMENTS

Section 16.01    This charter may be amended by a two-thirds majority of 25% of the voting membership of the organization. That is, 25% of the voting membership must be present at a meeting to vote on an amendment to the charter, and a two-thirds majority vote will carry a proposed amendment. Proposals for amendments shall be submitted in writing at a regular meeting.

Section 16.02    Notice by the organization’s standard notification process must be given prior to any special meeting at which proposed changes to the charter are submitted for vote. The notice shall contain, among other things, the substance of the proposed amendment.

Section 16.03    The by-laws may be amended by a simple majority vote of the board of directors. By-laws are only intended to be clarification of the charter or more detailed explanations of articles of the charter. Serious changes in the operation of the organization must be included in the Charter and as such must be voted on by the full membership of the organization.

Article XVII.                      POLICIES AND PROCEDURES

Section 17.01    There shall separately from this charter and bylaws exist a group of policies and procedures for the organization.

Section 17.02    These Policies and Procedures shall be created and implemented by the board of directors in consultation with general membership.

Section 17.03    The purpose of these policies and procedures is to develop a collection of instructions that will provide direction in the routine affairs of the organization. Officers and Directors are chosen by member vote annually. Membership in the organization is always in flux. In order to achieve continuity in organization activities and processes and provide the new officers direction in handling their responsibilities, a record of agreed upon organization policy and procedure is needed.

Section 17.04    The policies and procedures must not supersede or subvert those recorded in the Organization’s Articles of Incorporation, Charter or By Laws documents.

Section 17.05    The Organization Secretary shall maintain the master copy of Policies and Procedures.

By-Laws

  1. Secretary
    1. It shall be the duty of the secretary to keep the Charter and By-Laws of the Organization and have the same with him/her at every meeting. He/She shall note all amendments, changes and additions on the charter and shall permit it to be consulted by members upon request.
    2. It shall be the duty of the secretary to be present or assign a designee at all meetings and maintain an attendance record of such meeting which will be part of the permanent organization record and available for inspection upon request with reasonable notice by any REGULAR member.
  2. Membership
    1. As it is the goal to get outside individuals to become interested in Disaster Preparedness and Communications it shall NOT be a condition of membership to be licensed by the FCC, however it is STRONGLY encouraged.
    2. Applications for membership may be accepted by any member or online and shall be forwarded to the secretary who shall review the application for qualification and accuracy and if both are satisfied bring it for a voice vote at a meeting.
  3. Meetings
    1. Regular monthly meetings shall be held the 3rd Sunday of each calendar month. Regular meetings can be conducted during a social event so long as rules of order are followed for the business meeting portion.
    2. Board of Directors meetings will be decided upon by the board and announced accordingly. The Board of Directors will meet no less than quarterly.
  4. Dues, Fees, and Assessments
    1. Dues shall be as follows:
      1. $25 yearly for Regular members
      2. $30 yearly for Family membership
      3. Free for Patron membership
    2. Elections
      1. Nominations for officers will be taken between at the October meeting. At that time an officer can also make it known that they intend to run for reelection. This process can also be done though the online Google Group or via direct email to the Secretary.
      2. No person shall be nominated who does not give his or her consent to hold the office.
      3. Voting for officers will be done via paper ballot.
      4. After voting is complete the paper ballots will be counted by the secretary openly in front of the entire membership.
      5. Any REGULAR member may request a recount.
      6. In the event of a completely unopposed slate of officers, the president may entertain a motion for the secretary to cast a single ballot.
    3. Voting By Proxy
      1. As permitted in the Charter, voting by proxy may be done by writing a statement of proxy. This should include who your proxy will be.
      2. This person shall then vote for you as long as that document is in their possession. This is a sacred trust. You must inform them of what your vote is to be on each matter you wish to vote on. Votes which are expected will be published in the Agenda.
      3. If you would like to vote by proxy through email, you may give a statement of proxy to the secretary and then inform the secretary by email of each vote prior to the meeting of that vote.
    4. Board of Directors Voting
      1. As prescribed by the Charter, the board may vote on items via online and email methods. This shall be done by the Private Board Google Group.
      2. Once proposed the measure will be available to be voted on for a minimum of 24 hours. Voting will be closed 24 hours after the 5PM hour directly following the post. (If the post is made at noon Monday, voting will be closed Tuesday at 5PM or If the post is made at 7PM Monday, voting will close at 5PM on Wednesday)
    5. Notification Methods
      1. Notifications of meetings will be made via the calendar which is published online, via email mailing list and announced via radio when possible.
      2. Members wishing to be notified by email will make sure they have signed up for the appropriate mailing list with the secretary.