BY-LAWS of BRAZOS VALLEY AMATEUR RADIO CLUB, INC.
We, the members of Brazos Valley Amateur Radio Club, Inc., wishing to secure for ourselves the pleasures and
benefits, without pecuniary interest or gain, of association with persons commonly interested in amateur radio,
and to pursue and achieve the lawful purposes of the Club as set out in our Articles of Incorporation as a non-profit
corporation in the State of Texas, do hereby adopt these By-Laws.
ARTICLE I — MEMBERSHIP
Article I Section A
Membership in the Club shall be granted as follows:
1. Submission of an application, signed by the applicant, showing name, address, home and work phone numbers,
amateur radio operator call sign and class of license, if any, and stating an agreement to observe the By-Laws of
the Club and the Rules and Regulations of the Federal Communication Commission.
2. Payment of the annual dues as specified in ARTICLE VI of these By-Laws.
Article I Section B
Rights and privileges of membership shall be:
1. To vote on any matter placed before the Club for action, as follows:
a. One vote for an individual membership.
b. One vote for each associate member.
2. Receipt, at the domicile address, of a single copy of newsletters, membership lists, meeting notices and any
other publications or items which the Club may, from time to time, mail or deliver to members.
Article I Section C
There shall be four classes of membership as follows:
1. Individual membership.
2. Student membership: A student will be defined as an individual who is a full time student as defined by the
respective accredited school including public or private school, college, junior college, university or trade school.
Student may verify full time status by a current student ID showing full time status or other as acceptable to the
3. Associate Member – a member of the immediate family of an individual member. An immediate family member
is defined as a person who resides at the same address and who is a spouse, parent, grandparent, child, sibling or
person for whom the individual member is a legal guardian.
4. Individual lifetime memberships
Article I Section D
Termination of membership in the Club shall result from one (1) of the following:
1. Written resignation by the member.
2. By majority vote of members present at a regular or special membership meeting. In the event of such
termination, the terminated member shall receive a pro-rata refund of dues paid. For a life member, the refund
shall consist of monies remaining as if he had paid the regular dues annually.
3. Non-payment of annual dues by due date. The member does not have any rights as a member, director or
officer while the dues are lapsed. During the first 45 days of his dues being lapsed, his position is not permanently
reassigned to another person.
a) If the member pays the outstanding dues within 45 days of the dues lapsing, the member will be fully reinstated
retroactive to the original due date with full continuity. Upon payment, he reassumes his position and rights as a
member, director and/or officer.
b) If the member pays dues after 45 days of the due date, his position has been permanently vacated and an
appointment may be made to fill his vacated position in accordance with the by-laws to fill a vacancy. His new
annual membership term begins with the date he makes payment.
ARTICLE II — OFFICERS
Article II Section A
The officers of the Club shall be: President, Vice President, Recording Secretary, Corresponding Secretary and
Treasurer, each of whom must be a member of the Club and hold a current Amateur Radio License from the
Federal Communications Commission.
Article II Section B
Officers shall be elected for a term of two (2) years at the regular membership meeting in November preceding the
year for which elected. All newly elected officers and directors shall assume their new positions at 12:01AM
Central Time, January 1 of the following year.. Office positions will be staggered with the Vice President,
Corresponding Secretary/Treasurer and At large director elected on even years and President, Recording Secretary
and the other At large director on odd years.
Article II Section C
Nomination for officers shall be accomplished as follows:
1. There shall be a standing nomination committee composed of three (3) past presidents of the Club in reverse
chronological order beginning with the immediate past president, the chairman of which shall be the immediate
past president. If no past presidents are available, or the immediate past president is not active, then the President
shall appoint such members as are necessary to fill the committee, together with the committee chairman, not
later than the regular membership meeting in October.
The Nominating Committee shall accept suggestions from members for consideration in selecting a list of at least
one (1) candidate for each office, with the consent of each such proposed candidate, which list shall be presented
to members attending the regular membership meeting in November as the Committee’s recommendations for
nomination for each office.
2. Nominations may be made from the floor at the November meeting, provided the consent of such nominees has
been, or is, obtained at the meeting.
Article II Section D
In the event of termination of an Officer or Director or in the event of the continuing disability or inability of an
Officer or Director,
the same shall be treated as if a vacancy has occurred and the Board of Directors may appoint as a substitute, any
duly qualified member of the Club, to perform the duties of the office left unfulfilled until the next General
Membership election in November. At those elections, the general membership shall elect a permanent
replacement to fill the position for the remainder of the original term, unless a special election is called by the
Board of Directors and held to fill the position at an earlier date. Upon completion of the elections, the newly
elected officer or director immediately assumes office.
Article II Section E
Any officer may be removed from office by a vote of at least two-thirds (2/3) of the members present at a
ARTICLE III — DUTIES OF OFFICERS
Article III Section A
Pursuant to the representations of members of the Club, the duties of the President shall be:
1. To preside as Chairman of the Board of Directors.
2. To preside at all membership meetings of the club and to conduct such meetings in accordance with the rules
3. To enforce observation of the Articles of Incorporation, the By-Laws and motions duly adopted by the
4. To sign all official documents that are adopted by the club and none other.
5. To decide all questions of order.
6. To appoint a Parliamentarian whose duties shall be:
a. To cause all pertinent changes, consisting of amendments, additions and deletions, to be noted on the Articles
of Incorporation and the By-Laws.
b. To assist the President on all questions of order.
7. To appoint standing and/or ad hoc committees as required to accomplish the purpose of the Articles of
Incorporation, and the directives and goals of the membership, including, but not limited to, a Program Committee
and its chairman, the Program Director.
Article III Section B
The duties of the Vice President shall be:
1. To assist the President in overseeing the activities of the Club.
2. To assume all duties of the President, if absent.
Article III Section C
The duties of the Recording Secretary shall be:
1. To keep minutes of all membership meetings.
Article III Section D
The duties of the Corresponding Secretary shall be:
1. To prepare and mail all correspondence with third parties involving the Club, if requested by the President, and
to maintain a reading file of such correspondence, irrespective of by whom written.
2. To keep a roll of members.
3. To read appropriate communications at Club meetings.
4. To notify all members in advance of each membership meeting as required in ARTICLE V, Section F of these ByLaws, including the agenda for each such meeting.
5. To properly prepare and timely file all reports and/or returns required by taxing authorities.
6 To provide the Registered Agent of the club with contact information of the current Club President and Vice
President at least once per year or upon any change in that information.
Article III Section E
The duties of the Treasurer shall be:
1. To receive all monies due the Club.
2. To disburse monies of the Club under authorization as specified in ARTICLE VII, Section F of these By-Laws.
3. To keep an accurate accounting for all monies of the Club that are received and disbursed.
4. To prepare for each regularly scheduled Board of Directors meeting an itemized statement of monies received
and disbursed since the last regular board of directors meeting.
5. To properly prepare and timely file all reports and/or returns required by taxing authorities.
Article III Section F
The offices of Recording Secretary, Corresponding Secretary and Treasurer may be held by one (1), two (2) or three
(3) persons one (1) person per office).
Article III Section G
The Treasurer may be placed under an adequate surety bond at the Club’s cost at the option of the Board of
Article III Section H
All officers and committee appointments shall give to their successor all items in their possession belonging to the
ARTICLE IV — BOARD OF DIRECTORS
Article IV Section A
The Board of Directors shall consist of the five (5) Officers of the club, and two (2) at large members, elected at the
regular membership meeting in November and the Past President/Past President At-Large as described in Article
IV, Section A, Paragraph 2. A member holding 2 or more such offices in accordance with Article III, Section F shall
have only one vote on the Board of Directors. Each member of the Board of Directors must be a member of the
Club and hold a current Amateur Radio License from the Federal Communications Commission.
1. At the membership meeting in November, one (1) director shall be elected for a two-year term to replace the
outgoing at large member.
2. In addition, the immediate past president of the Club shall be a member of the Board of Directors during the
first calendar year following his term as President of the Club. The Past President will be considered as an at large
member with all rights herein. The position becomes vacant and is then treated as a recurring elected at-large
board member with a 1 year term until the incumbent president is no longer in office.
Article IV Section B
Removal of an at-large member of the Board of Directors shall be by an affirmative vote of three-fourths (3/4) of
Article IV Section C
The Board of Directors shall oversee operation of the Club and shall establish general policies and guidelines for
the Club. All responsibilities not otherwise specifically delegated to officers of the Club by these By-Laws shall be
the responsibility of the Board of Directors.
Article IV Section D
The President of the Club shall serve as Chairman of the Board of Directors, and in the case of tie votes on matters
before the Board, shall break the tie by casting the deciding vote. The Chairman may appoint standing or ad hoc
committees of the Board.
Article IV Section E
The Recording Secretary and Corresponding Secretary shall fulfill the respective roles for the Board Of Directors as
outlined in Article III Sections C and D.
ARTICLE V — MEETINGS
Article V Section A
No action binding the Club shall be taken at any membership meeting unless a quorum of members is present.
1 A quorum shall be deemed to be fifteen (15) members or ten (10) percent of the Club’s total membership,
whichever is greater.
2. A Club member may assign his right to vote at any membership meeting to another member. Such proxy shall be
in writing, signed by the member granting it, and shall designate the specific membership meeting at which
applicable, and shall state whether the proxy is specific or general.
Article V Section B
There shall be one (1) regular membership meeting each calendar month. It will take place on the second Thursday
of the month at 7:30 PM at the previous general membership meeting’s location unless changed by a majority vote
at a previous general membership meeting. The Board of Directors may change the day, date and time of a general
membership meeting by giving proper notice 7 days in advance. In the event that the scheduled meeting is less
than 7 days in advance, the Board of Directions may change the day, date and time of said meeting and shall
provide notice of same via the BVARC Internet Reflector, the Public Service Net and the Rag Chew Net and other
reasonable means of said notification. Furthermore, in the latter event, at approximately 1 hour prior to the
original scheduled meeting time, the Corresponding Secretary shall prominently post on the entrance door of the
original meeting site, the time, date and location of the rescheduled meeting and left until the rescheduled
meeting is adjourned.
Article V Section C
Special membership meetings shall be called only by officers of the Club or by the Board of Directors.
Article V Section D
A special membership meeting must be called by the officers upon receipt of a written request for such, signed by
at least ten (10) percent of the Club members, stating the purpose of the requested special membership meeting.
Article V Section E
The regular membership meeting in November shall be the one at which the election of officers and at-large
directors is to be accomplished.
Article V Section F
The Corresponding Secretary shall notify members of the Club of any special meetings by written notice to be
mailed at least seven (7) calendar days prior to the date of the meeting. Any proposed by-laws amendments are to
also be mailed at least seven (7) calendar days prior to the date of the meeting in which the vote will take place.
These notices may be satisfied by inclusion in the Club newsletter, if feasible and timely.
Article V Section G
Provisions applicable to meetings of the Board of Directors shall be:
1. The board of directors shall meet monthly on the first Thursday of the month at 7:30 PM at a location voted
upon at a previous board of directors meeting unless changed by a majority of the board members by giving
proper notice 7 days in advance.. Special meetings may be called by either a majority of the board members or the
Chairman with 7 days notice either in writing or by verbal contact with each Board member.
2. A quorum of Board members shall be required for any definitive action on matters involving the Club. Such
quorum shall be defined as a majority of eligible Board members, at least one (1) of whom must be an at large
director. In determining the majority, a multiple board position holder shall count as one Board member.
ARTICLE VI — DUES
Article VI Section A
Membership dues for each calendar year are as follows:
1. Individual membership shall be twenty five dollars ($25).
2. Associate membership shall be 20% of the individual membership. Each associate member pays Associate
3. Individual lifetime membership dues shall be determined to be a multiple of the Individual membership annual
dues as specified in ARTICLE VI, Section A, Paragraph 1 of these By-Laws. The value of the multiplier shall be ten
(10), unless otherwise set by the Board of Directors; which will be reviewed on an annual basis at the January
Board of Directors meeting.
4. Student membership shall be one-half (1/2) the Individual membership
Article VI Section B
Dues payable by a renewing member or a new member joining the club shall not be prorated.
Article VI Section C
Annual membership dues are to be paid in advance on a one-year basis, and are renewable one calendar year from
the date of such payment. Dues payment shall renew membership for one calendar year from the date dues
payment is received, or one year from the expiration date of the previous year’s dues, whichever is later except as
described in Article 1, Section D, Paragraph 3.. Non-payment of annual dues by the renewal date shall result in
termination of membership in accordance with Article 1, Section D, Paragraph 3.
Article VI Section D
There shall be no membership dues credit for any donation to the Club of materials and/or equipment.
ARTICLE VII — FINANCIAL
Article VII Section A
All monies of the Club shall be maintained in an authorized bank account in the name of the Club.
Article VII Section B
All checks issued by the Club shall be signed by the President, Vice President or the Treasurer.
Article VII Section C
The Club’s accounting year shall be the calendar year.
Article VII Section D
The Club’s accounting records shall be maintained on the cash basis of accounting.
Article VII Section E
The Club’s accounting records shall be audited by an audit committee appointed by the Chairman of the Board of
Directors and approved by the Board. An audit shall be made at the end of a Treasurer’s period of service and at
the end of a calendar year. The audit committee shall submit a written report to the Board of Directors and the
Club membership. The report to Club members may be considered to have been made to Club members by being
read at the first regular membership meeting following the issuance of the report.
Article VII Section F
The expenditure of Club funds shall be left to the unilateral discretion of the authorized signatories up to $100 per
check, but not to total more than $300 per month. Higher amounts must be authorized by a majority vote of the
Board of Directors or the members present, either in person or by proxy, at a board of directors meeting or a
majority vote at a club regular membership meeting.
ARTICLE VIII — GENERAL PROVISIONS
Article VIII Section A
Proceedings shall be conducted in accordance with Robert’s Rule of Order (latest edition).
Article VIII Section B
In accordance with the non-profit corporation laws of the State of Texas, the Board of Directors shall have the
responsibility for all equipment and fixed assets owned by the Club. The records of the Board shall contain an
inventory of said equipment and fixed assets which shall be included in any audit of the Club’s accounting records.
The Board of Directors shall determine the disposal of any such equipment or fixed assets.
Article VIII Section C
The Club shall employ a Registered Agent, who is designated to receive service of process in the event of a lawsuit
or summons. He shall remain as such until replaced by the Board of Directors. The name and contact information
of the Agent shall be made known to each new Corresponding Secretary by their predecessor and be recorded in
the minutes of the club at least once each year.
ARTICLE IX — AMENDMENTS
Article IX Section A
The By-Laws may be amended by a two-thirds (2/3) affirmative vote at a general membership meeting wherein
proper notice has been given.
Article IX Section B
Proposals for amendments to the By-Laws shall be submitted in writing to the President of the Club at least thirty
(30) days prior to a membership meeting. The Corresponding Secretary shall include any proposed amendments in a
meeting notice mailed to members in accordance with the provision in ARTICLE V, Section F of these By-Laws.