ARETA INC BYLAWS AND POLICIES AND PROCEDURES

1. Mission of the Organization
   1. To promote Amateur Radio education and training as part of community, statewide and national civic and charitable functions and activities including preparing the general public for FCC Amateur Radio licensure exams, the use of Amateur Radio equipment and related components, Amateur Radio Field Days and emergency communications exercises, and any other civic or charitable activity permitted by law.
   1. To educate and train and give practical experience in amateur radio operations to high school, college, and youth organizations, the members of these organizations, and others.
   1. To join and work with other amateur radio operators, groups, associations, and corporations in carrying out the above purposes.

1. Definition of Membership
   1. Corporate Board of Directors Membership
2. The corporate Board of Directors consists of the original incorporators, all of which serve in perpetuity until they retire, resign, or are removed for legal considerations
3. The Corporate Board of Directors may add members whom the Board believes would be a valuable addition to the corporate BOD
4. The Board of Directors shall require a minimum of four members and a maximum of seven members
   1. Subordinate Organization Membership is defined in Article II of the Policies and Procedure Manual.

1. Rules for the Notification of Corporate Board Meetings
   1. Meetings will be held quarterly and will be conducted either in person or online via Skype, Webex, or another similar application. The quarterly meetings will be held in January, April, July, and October.
   1. Notification of Corporate Board meetings will be announced 14 days in advance.
   1. Special meetings can be called by any Corporate Board Member and must be announced 48 hours in advance.
   1. Closed Board meetings are restricted to personnel matters only. Only Board members may attend a closed board meeting unless invited by the Board to attend.
   1. Closed Board meetings can be held live or online via Skype, Webex, or another similar application.
   1. All meetings will be conducted using Robert’s Rules of Order (simplified version)

1. Executive Committee (subordinate organizations)
   1. The Executive Committee will consist of 5 members elected by the general membership.
   1. The Executive Committee will consist of the President, Vice-President, Treasurer, Secretary, and Chapter Liaison
   1. The terms of office will be as follows:

1. The President shall serve a two year term and will be elected in the odd numbered years. This office is limited to two consecutive terms. A President that serves his or her two consecutive terms must wait one additional term before applying to be re-elected for another term. Any one individual may only serve for a lifetime maximum of 4 terms, or eight years in this position.

2. The Vice-President shall serve a two year term and will be elected in the even numbered years. This office is limited to two consecutive terms. A Vice-President that serves his or her two consecutive terms can apply to hold another office on the Executive Committee, subject to the two term limit. Any one individual may only serve for a lifetime maximum of 2 terms, or four years in this position.

3. The Treasurer shall serve a two year term and will be elected in the even numbered years. This office is limited to two consecutive terms. A Treasurer that serves his or her two consecutive terms can apply to hold another office on the Executive Committee, subject to the two term limit. Any one individual may only serve for a lifetime maximum of 2 terms, or four years in this position.

4. The Secretary shall serve a two year term and will be elected in the odd numbered years. This office is limited to two consecutive terms. A Secretary that serves his or her two consecutive terms can apply to hold another office on the Executive Committee, subject to the two term limit. Any one individual may only serve for a lifetime maximum of 2 terms, or four years in this position.

5. The Chapter Liaison shall serve a three year term and will be elected in the even numbered years. This office is limited to two consecutive terms. A Chapter Liaison that serves his or her two consecutive terms can apply to hold another office on the Executive Committee, subject to the two term limit. Any one individual may only serve for a lifetime maximum of 2 terms, or six years in this position.

• The duties of the Executive Committee will be detailed in the Policies and Procedures manual.

• Election of the Executive Committee Members
  • All elections of Executive Committee Members will be by secret ballot
  • Votes must be cast in person at the designated meeting at which the elections are to be held
  • Proxy voting is not permitted
  • Absentee voting is not permitted
  • Votes will be counted by two general members (not currently serving on the Executive Committee nor currently running for office) elected by the general membership
  • Votes will be verified by the currently sitting President and Treasurer
  • A final tally report will be filled out by the currently sitting President and must be signed by all four persons, the President, the Treasurer, and both general members to be valid
  • The results of the voting will be announced at the end of the meeting in which the votes were cast
  • Elections will take place at the monthly meeting just prior to the expiration of the term of office of the Executive Committee Members up for re-election or term limit expiration. For example, if the term of office expires in July, the elections must be held during the June monthly meeting
  • A member of the Corporate Board of Directors may elect to attend the installation of a chapter President, may elect to personally install the chapter President, or may attend any subordinate chapter election at their discretion, though they are under no obligation to do so
  • All election related forms, ballots, and tally reports will be mailed to the Corporate office within seven days after the date of the election
  • Refer to the Policies and Procedures manual for further details regarding elections.

• Standing Committees
  • Executive Committee (chapter officers)

1. The Executive Committee will be responsible for setting the agenda for all General Membership Meetings. The Executive Committee is required to meet monthly and will be responsible for the administration of the organization, its goals, budgets, community outreach, and corporate health of the organization. The President of the organization will serve as the Committee Chair.

b.    Finance Committee (Treasurer and General Members)

1. The Finance Committee will be responsible for tracking and allocating funds to support the various projects and activities of the organization. This includes all bank accounts, secondary financial accounts such as PayPal and similar financial accounts, credit and debit cards, organizational checks, and any other financial instrument that the Executive Committee deems necessary for the operation of the organization. The Treasurer will serve as the Committee Chair.

c.   Events and Planning Committee (Vice-President and General Members)

      1. The Events and Planning Committee will be responsible for planning, scheduling, and executing

       the various events as directed by the Executive Committee. This includes creating and maintaining

       community contacts, event locations, event resources, obtaining any licenses necessary for the

       conducting of business within the various locales, advertising, social media announcements

       and any other duty as might be assigned by the Executive Committee. The Vice-President will serve

       as the Committee Chair.

• Terms of the Fiscal Year
  • The fiscal year of the subordinate organization shall run from the date of creation and end twelve consecutive months later
  • The fiscal year of the Primary Organization (Corporate) shall run from January through December of the calendar year

• Revision of the By-Laws
  • The Corporate Board of Directors is charged with creating and updating the By-Laws which will govern all subordinate chapters.
  • Subordinate chapters may propose amendments at any time by submitting, in writing, the proposed amendment citing both Chapter, section, and subsection (if applicable) to the Corporate Board of Directors for consideration.
  • The Corporate Board of Directors is charged with reviewing all proposed amendments to make sure that the proposed amendment does not conflict with the state or local laws of any other subordinate chapter or violate the Articles of Incorporation or Mission of the organization.
  • The Corporate Board of Directors has the final say as to whether a proposed amendment is adopted or declined. Notification of the board’s decision will be issued to the organization of submission within 30 days of the receipt of the proposed amendment.
  • Subordinate organizations may not appeal the decision of the Corporate Board of Directors

1. Robert’s Rules of Order – Each chapter will abide by Robert’s Rules of Order (simplified version) when conducting organizational business, both in the general membership meetings and Executive Committee meetings, meetings of committees either standing, required or ad-hoc. Some of the general principles of the simplified version of Robert’s Rules of Order are defined below:

1. All meetings will be called to order and the date, time and location noted in the official minutes of the meeting

2. The Chair of the meeting will follow a predefined agenda and copies of the agenda will be available at all meetings

3. The President is to remain neutral on all business unless there is a tie vote at which time the President may cast the tie breaking vote

4. The President may neither propose a motion, second a motion, or vote on a motion except in the event as defined in Article I, Section (3) above

5. Votes may be cast verbally (yea or nay votes), by a show of hands, or by secret ballot. Any member may propose a motion for a vote to be taken by secret ballot. The motion must have a second and will pass with a simple majority vote of the membership

6. Roberts Rules of Order – Simplified Guiding Principles:

     a.   Everyone has the right to participate in discussion if they wish, before anyone may speak a second time.

     b.   Everyone has the right to know what is going on at all times. Only urgent matters may interrupt a speaker.

     c.    Only one thing (motion) can be discussed at a time. A motion is the topic under discussion (e.g., “I move that we add a coffee break to this meeting”). After being recognized by the president of the board, any member can introduce a motion when no other motion is on the table. A motion requires a second to be considered. If there is no second, the matter is not considered. Each motion must be disposed of (passed, defeated, tabled, referred to committee, or postponed indefinitely). How to do things: You want to bring up a new idea before the group. After recognition by the president of the board, present your motion. A second is required for the motion to go to the floor for discussion, or consideration. You want to change some of the wording in a motion under discussion. After recognition by the president of the board, move to amend by adding words,  striking words or  striking and inserting words.

   d.  You like the idea of a motion being discussed, but you need to reword it beyond simple word changes. Move to substitute your motion for the original motion. If it is seconded, discussion will continue on both motions and eventually the body will vote on which motion they prefer.

   e.   You want more study and/or investigation given to the idea being discussed. Move to refer to a committee. Try to be specific as to the charge to the committee.

   f.  You want more time personally to study the proposal being discussed. Move to postpone to a definite time or date.

   g.   You are tired of the current discussion. Move to limit debate to a set period of time or to a set number of speakers. Requires a 2/3rds vote.

   h.   You have heard enough discussion. Move to close the debate. Also referred to as calling the question. This cuts off discussion and brings the assembly to a vote on the pending question only. Requires a 2/3rds vote.

   i.  You want to postpone a motion until some later time. Move to table the motion. The motion may be taken from the table after 1 item of business has been conducted. If the motion is not taken from the table by the end of the next meeting, it is dead. To kill a motion at the time it is tabled requires a 2/3rds vote. A majority is required to table a motion without killing it.

   j.  You believe the discussion has drifted away from the agenda and want to bring it back. “Call for orders of the day.”

   k.  You want to take a short break. Move to recess for a set period of time.

   l.   You want to end the meeting. Move to adjourn.

   m.  You are unsure the president of the board announced the results of a vote correctly. Without being recognized, call for a “division of the house.” A roll call vote will then be taken.

   n.   You are confused about a procedure being used and want clarification. Without recognition, call for “Point of Information” or “Point of Parliamentary Inquiry.” The president of the board will ask you to state your question and will attempt to clarify the situation.

   o.  You have changed your mind about something that was voted on earlier in the meeting for which you were on the winning side. Move to reconsider. If the majority agrees, the motion comes back on the floor as though the vote had not occurred.

   p.  You want to change an action voted on at an earlier meeting. Move to rescind. If previous written notice is given, a simple majority is required. If no notice is given, a 2/3rds vote is required. Unanimous Consent: If a matter is considered relatively minor or opposition is not expected, a call for unanimous consent may be requested. If the request is made by others, the president of the board will repeat the request and then pause for objections. If none are heard, the motion passes.

   q.    You may INTERRUPT a speaker for these reasons only:

        1.  to get information about business

        2.  point of information to get information about rules

        3.   parliamentary inquiry

        4.   if you can’t hear, safety reasons, comfort, etc.

        5.  question of privilege

        6.   if you see a breach of the rules

        7.  point of order

        8.   if you disagree with the president of the board’s ruling –appeal

        9.   if you disagree with a call for Unanimous Consent.

  r.  Below is a quick refence of motions and vote requirements.

• Dissolution
  • The assets of the corporation will be distributed on dissolution as follows:

1. Upon termination or dissolution of the Amateur Radio Education and Training Association, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation

2. The organization to receive the assets of the Amateur Radio Education and Training Association hereunder shall be selected by the discretion of a majority of the managing body of the Amateur Radio Education and Training Association and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Amateur Radio Education and Training Association by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference to organizations within the State of Missouri.