BYLAWS OF TAHOE AMATEUR RADIO ASSOCIATION, INC.

AN INCORPORATED ASSOCIATION



ARTICLE 1. OFFICES

Section 1.01. The principal office of the Association for the transaction of its business is located at South Lake Tahoe, El Dorado County, California.

Section 1.02. The Association may also have offices in such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may from time to time by resolution designate.

ARTICLE 2. MEMBERS

Section 2.01. There shall be three (3) classes of membership as follows: (1) Active Members; (2) Life Members; and (3) Associate Members ; Active and Life Members only shall have voting rights in the Association. In all other respects, the membership and other rights, interests, and privileges of all members, regardless of class, shall be equal.

Section 2.02. (a) An applicant for Active or Life Membership shall first qualify for and become a duly licensed amateur radio operator and be interested in amateur radio communications for pleasure and for service to the community in emergency situations.

(b) Associates Membership will be bestowed by a majority vote of the Board of Directors; such membership allowing attendance at club meetings and functions; dues will NOT be assessed to these members and they will NOT have voting rights.

Section 2.03. (a) Application for Active Membership shall be on such form as shall be prescribed from time to time by the Board of Directors. If the applicant possesses the qualifications for Active Membership as herein provided, his or her application shall be accepted. Such membership shall continue until the death or resignation of the member, or until his or her membership is sooner terminated as in these Bylaws provided.

(b) Application for Life Membership shall be via nomination from the board of directors. The qualifications for Life Membership shall be previous membership over a period determined by the boad of directors. The application shall be accepted if approved by a majority of the Board of Directors. No dues will be accessed and full membership priviliages apply. Life Membership shall continue until the death or resignation of the member, or until the membership is sooner terminated as in these Bylaws provided.

(c) Application for Associate Membership shall be on such form as shall be prescribed from time to time by the Board of Directors, provided, however, that such form shall contain the statement that the applicant has read the Constitution, the Bylaws, and the Rule of this Association, that he is familiar with and understands them, and that if admitted to membership, he agrees to be bound thereby. If the applicant possesses the qualifications for Associate Membership, his application shall be accepted if approved by a majority of the Board of Directors. Associate Membership shall continue until the next calander year, the death or resignation of the member, or until such member becomes an Active Member, or until the membership is sooner terminated as in these Bylaws provided.

Section 2.04.

(a) No fee shall be charged for making application for membership in the Association.

(b) All Active members shall pay annual dues as shall be determined from time to time by resolution by the Board of Directors. The first annual dues of each member shall be payable and submitted in full with his application for membership. New members admitted to the Association after July 1, in any year will only be assessed for the one-half of the annual dues. Future annual dues will be due and payable on or before January 1, of each year, or as shall be determined from time to time by resolution of the Board of Directors.

(c) Membership in the Association is subject to assessments which may be levied and collected from time to time in the amount thereof as the Board of Directors has fixed, and make them payable at such times or intervals, and on such notice, and by such methods of collection as the Board of Directors may prescribe.

(d) Dues and assessments paid to the Association become the property of the Association and any severable or individual interest of any member therein terminates on such payment.

Section 2.05. Any controversy between members involving their membership shall, on the written request of either member thereto, filed with the President or Secretary of the Association, be submitted to arbitration, and such arbitration shall, except as otherwise herein provided, comply with Section 1281 through 1288.1 of the California Code of Civil Procedure.

Section 2.06. (a) The membership of any member of the Association shall automatically terminate (1) on his written request for such termination delivered to the President or Secretary of the Association personally or by United States mail, such membership to terminate when the request is received; or (2) on his death.

(b) The membership of any member who fails to pay his dues or assessments when they become due and within sixty (60) days thereafter shall automatically terminate at the end of such sixty (60) day period, provided he is given written notice delivered to him personally or by United States mail within ten (10) days before the due date of such dues or assessments were due and payable as of said due date. In the event that such written notice is not given as herein required, then such membership shall automatically terminate for nonpayment of dues or assessments only if they are not fully paid within thirty (30) days after such written notice is eventually given and delivered to him either in person or deposited in the United States mail, postage prepaid and sent to him at his address as it appears on the books of the Association.

(c) All rights and interests of a member in the Association shall cease upon termination of the membership as herein provided.

(d) Any member whose membership is terminated as provided in this section, other than by death, may have his membership reinstated on such terms as the Board of Directors may deem appropriate by filing a written request therefore with the President or Secretary of the Association or with any director and on the approval of the request by a majority of directors present at the meeting at which the request was considered, provided that such request shall not be considered at any meeting at which a quorum is not present.

Section 2.07. (a) The Board of Directors is authorized, as herein provided, to censure either privately or publicly, impose a fine not to exceed $50.00, suspend from membership for a period of not more than one (1) year, or to both censure and fine or to expel from membership, any member of this Association for good cause.

(b) "Good cause", as used in this section, means:

(I) Any conduct that brings the association in the public disrepute or violates the purposes for which this Association is formed;

(II) Any willful failure or refusal to abide by the Constitution, Bylaws, or Rules of this Association;

(III) Any willful failure or refusal to abide by the terms of an award in any arbitration proceeding under the terms of this Article, after having agreed in writing to do so and after having received notice of the award;

(IV) Any willful failure or refusal to pay any assessment levied pursuant to the provision of the Article; or

(V) Any willful failure or refusal to abide by the Code of Ethics and Rules of the Federal Communications Commission.



Section 2.08. The Association shall keep a membership roster containing the name and address of each member. Such roster shall be kept at the Association's principal office or by the Membership Chairperson

Section 2.09. Membership in this Association is nontransferable and non assignable.

ARTICLE 3. MEETINGS OF THE MEMBERS

Section 3.01. Meetings of members shall be held at the principal office of the Association or at such other place as may be designated from time to time by the Board of Directors.

Section 3.02. Members shall meet regularly on the second Saturday of each month at 1300 hours local time. Directors and officers shall be elected at the regular meeting held in April of each year.

Section 3.03. Special meetings of members shall be called by the President or Secretary or any two (2) directors of the Association and held at such times and places within or without the State of California, as may be ordered by resolution of the Board of Directors.

Section 3.04. Written notice of the time and place of meetings shall be delivered personally to each voting member or sent electronically or sent to him by United States mail, postage prepaid at least seven (7) days prior to such meeting, provided, however, that notice of all regular meetings held at the Association's principal office, other than the meeting at which directors and officers are elected, is hereby dispensed with. If sent by mail, the notice shall be addressed to the member at his address shown on the books of the Association and shall be deemed given at the time it is deposited in the mail. Notwithstanding the foregoing provision dispensing with regular meetings, no action shall be taken on any of the following proposals at any regular meeting unless written notice of the general nature of the business or proposal has been given as in the case of a special meeting:

(a) A proposal to sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of the property or assets of the Association;

(b) Any proposal relating to the real property of the Association;

(c) Any proposal of the Association to incur any indebtedness in excess of the sum of $500;

(d) Any proposal to incorporate;

(e) Any proposal to amend the Constitution or By-Laws of this Association;

(f) Any proposal to wind up and dissolve the Association.

Section 3.05. Notice of meetings of members not hereby dispensed with shall specify the place, the day, and the hour of the meeting, and, in the case of special meetings, the general nature of the business to be transacted.

Section 3.06. The transaction of any meetings of members, however called and noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum, as hereinafter defined, is present and if, either before or after the meeting, each of the persons entitled to vote but not present signs a written waiver of notice, or a consent to the holding of the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the Association's records or made a part of the minutes of the meeting.

Section 3.07. A quorum shall consist of thirteen (13) active members.

Section 3.08. In the absence of a quorum, no business shall be transacted and the only motion which the chair shall entertain is a motion to adjourn, provided, however, that by vote

of a majority of the voting members present, the meeting may be adjourned from time to time.

If adjourned for less than thirty (30) days, no notice of the adjourned meeting need be given.

Section 3.09. The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum.

Section 3.10. (a) Voting shall be by voice vote, provided, however, that election of directors and officers shall be by secret ballot. Members shall not be permitted to vote or act by proxy, and cumulative voting shall not be authorized.

(b) A nominating committee, consisting of three (3) members, shall be appointed by the President no later than the February general meeting of each year. The nominating committee will present the slate of candidates to the membership at the march general meeting. Additional candidates may be nominated by any regular member at the March general meeting. Nominations will be closed at the march general meeting.

(c) If there is no opposition to the nominating committees slate, the officers and directors will be appointed by acclamation. The newly elected officers and board will take office effective at the close of the April general meeting.

Section 3.11. (a) Meetings of members shall be presided over by the President of the Association, or, in his absence, by the Vice President, or in the absence of both, by a chairman chosen by a majority of the voting members present. The Secretary of the Association shall act as Secretary of all meetings of members, provided that in his absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

(b) Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Constitution of this Association, or with the law.

ARTICLE 4. DIRECTORS

Section 4.01. Any active Member of this Association is qualified to be a director hereof.

Section 4.02. Directors, other than those named in the Constitution, shall be elected by the voting members present in person and voting at the regular meeting of members held in April of each year, provided a quorum is present, or if no quorum is present, at the next succeeding regular or special meeting at which a quorum is present, and the candidate receiving the highest number of votes up to the number of directors to be elected, are elected. Directors, including the original directors, shall be eligible for re-election without limitation on the number of terms they may serve, provided they continue to meet the qualifications for office.

Section 4.03. Directors, other than those named in the Constitution, shall serve from the time they are elected until the next annual election of directors and until their successors are elected. The directors named in the regular meeting of members in April following formation of this Association.

Section 4.04. It shall be the duty of the directors:

(a)To perform any and all duties imposed on them collectively or individually by law, by the Constitution of this Association, or by these Bylaws.

(b)To employ such officers, agents, and employees as may be authorized from time to time by the vote or written consent of a majority of the voting members of the Association.

(c) To supervise all officers, agents, and employees of this Association to assure that their duties are properly performed.

(d) To register their address with the Secretary of the Association, and notices of meetings mailed to such addresses shall be valid notices thereof.

Section 4.05. Directors shall serve without compensation.

Section 4.06. The entire Board of Directors, or any individual director, may be removed from office at any time by the vote of the majority of the voting members of the Association. If any or all directors are so removed, new directors may be elected at the same meeting and they shall hold office for the remainder of the terms of the removed directors. If new directors are not elected at such meeting, the vacancy or vacancies created by the removal shall be filled as provided in Section 4.07 hereof.

Section 4.07.

(a) Vacancies in the Board of Directors shall exist (1) on the death, resignation, or removal of any director; (2) whenever the number of directors authorized by the Constitution is increased by amendment to the Constitution; and (3) on failure of the members in any election to elect the full number of directors authorized.

(b) The Board of Directors may declare vacant the office of a director (1) if he is declared of unsound mind by an order of court or finally convicted of a felony; or (2) if within sixty (60) days after notice of his election he does not accept the office either in writing or by attending a meeting of the Board of Directors; or (3) if he has missed two consecutive meetings without excuse.

(c) Vacancies caused by the death, resignation, or disability of a director or directors, or by his or their removal as provided in these Bylaws, or by an amendment of the Constitution increasing the number of directors authorized, shall be filled by a majority vote of the remaining directors, though less than a quorum, or by a sole remaining director.

(d)A majority of the voting members of the Association may elect a director at any time to fill any vacancy not filled by the directors as provided in paragraph (c) of this section. Should the offices of all directors become vacant and there is consequently a majority of the voting members present at a regular or special meeting of members called for that purpose.

(e) Persons elected to fill vacancies as in this section provided shall hold office for the unexpired term of the predecessors, or until their removal or resignation as in the Bylaws provided.

Section 4.08.

(a) Board Meetings shall be held at the principal office of the Association unless otherwise provided by the Board.

(b) The Board shall meet at the boards discretion.

(c) Special meetings of the Board may be called by the President, or if he is absent or unable or refuses to act, by the Vice President or by any two directors, and such meetings shall be held at the place designated by the person or persons calling the meeting.

(d) Written notice of the time and place of meetings shall be delivered personally to each director or sent electronically or sent to him by United States mail, postage prepaid, at least seven (7) days prior to such meeting, provided, however, that notice of all regular meetings is hereby dispensed with. If sent by mail, the notice shall be addressed to the director at his address as shown on the books of the Association and shall be deemed given at the time it is deposited in the mail.

(e) The transactions of any meeting of the Board, however called and noticed or whenever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waiver, consents, or approvals shall be filed with the Association's records or made a part of the minutes of the meeting.

(f) Five (5) directors shall constitute a quorum for the transaction of business.

(g) In the absence of a quorum, no business shall be transacted and the only motion which the chair shall entertain is a motion to adjourn, provided, however, the majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

(h) Meetings of directors shall be presided over by the President of the Association, or, in his absence, by the Vice President, or, in the absence of both, by a chairman chosen by a majority of the directors present. The Secretary of the Association, or in his absence, any director appointed by the presiding officer shall act as Secretary of the Board of Directors.

(i) Meetings of directors shall be governed by "Roberts Rules of Order", as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Constitution of this Association, or with laws.

(j) Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present, is the act of the Board of Directors, and hence of the Association, unless the Constitution or these Bylaws require a greater number or otherwise provide.

Section 4.09. The Board of Directors shall consist of the Officers of the Association, the immediate past President, Five (5) elected members from the general membership.

ARTICLE 5. OFFICERS

Section 5.01. The Officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer. The Association may also have at the discretion of the Board of Directors, one (1) or more assistant secretaries, one (1) or more assistant treasurers, a sergeant at arms, and such other officers as the Board of Directors may from time to time appoint.

Section 5.02. Any active Member after one full year of membership in this Association is qualified to be an officer hereof .

Section 5.03. The President, Vice President, Secretary, and Treasurer shall be elected by the vote of a majority of the voting members of the Association, present and voting at the same time and in the same manner as directors are elected, provided, however, that the first officers shall be elected by the vote of a majority of the voting members present at the first regular or special meeting of members at which a quorum is present. Such officers, including the original officers, shall be eligible for re-election without limitation on the number of terms they may serve, provided they continue to meet the qualifications for office. The sergeant at arms and other officers enumerated in Section 5.01 of the Article shall be appointed by and serve at the pleasure of the Board of Directors. A single member may hold the offices of both the President and Secretary. A single member may hold the offices of both the Vice President and Treasurer.

Section 5.04. The first officer shall serve until election of the successors as provided in Section 5.03. Subsequent officers shall serve from the time they are elected until the next annual election of officers and until their successors are elected.

Section 5.05. Officers shall serve without compensation.

Section 5.06. Any or all officers may be removed from office at any time by the vote of a majority of the voting members of the Association. In the case of the removal of any officers, a new officer shall be elected to serve the unexpired portion of the term of his predecessor at the meeting at which the officer is removed.

Section 5.07.

(a) Vacancies in the office of President, Vice President, Secretary, or Treasurer, shall exist on death, resignation or removal of such officer, or on the failure of the directors in any election to fill the office.

(b) The Board of Directors may declare vacant the office of President, Vice President, Secretary, or Treasurer, if any such officer is declared of unsound mind by order of court, is finally convicted of a felony, or if, within sixty (60) days after notice of his election, he does not accept the office in writing, or by attending a meeting by the Board of Directors, or if any such officer fails to attend two (2) successive meetings without excuse.

(c) Vacancies caused by the death, resignation, or disability of an officer as in this section provided, shall be filled by the voting members at the next regular or special meeting at which a quorum is present following the vacancy.

(d) Officers elected to fill vacancies as in this section provided shall hold office for the unexpired terms of their predecessors, or until their removal or resignation as in these Bylaws provided.



Section 5.08. The President shall be the chief executive officer of the Association and shall in general, subject to the control of the Board of Directors, supervise and control the affairs of the Association. He shall perform all the duties incident to his office and such other duties as may be required by law, by the Constitution of this Association, or by these Bylaws or which may be assigned to him from time to time by the Board of Directors or by the members. He shall preside over all meetings of the Board of Directors and of the general membership and he shall appoint all committees.

Section 5.09. In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of President, and when so acting, shall have all the powers of, and be subject to all restrictions on, the President. He shall have such other powers and perform such other duties as may be prescribed by law, by the Constitution of this Association, or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors or by the members.



Section 5.10. The Secretary shall:

(a) Certify and keep at the principal office of the Association, the original, or a copy, of its Bylaws as amended or otherwise altered to date, and keep at said office the original, or a copy of the Constitution as amended to date.

(b) See that all notices are duly given in accordance with provision with these Bylaws or as may be required by law.

(c) Be the custodian of the records of the Association.

(d) Exhibit at all reasonable times to any director or elected officer of the Association, or to his agent, or attorney, on request therefore, the Constitution, the Bylaws, the membership book, and the minutes of the proceedings of the directors' and members' meetings.

(e) Exhibit at all reasonable times to any voting member or to his agent, or attorney, on written demand therefore, for purpose reasonably related in the interest of such member, the Constitution, the Bylaws, and the minutes of directors' or members' meetings, and he shall exhibit said records at any time when required by the demand of ten (10%) percent or more of the voting members.

(f) In general, perform all duties incident to the office of Secretary and such other duties that may be required by law, by the Constitution of this Association, or by these Bylaws, or which may be assigned to him by the Board of Directors or by the members.

Section 5.11. Subject to the provisions of Article 7. of these Bylaws, the Treasurer shall:

(a) Have charge and custody of, and be responsible for, all funds and securities of the Association, and deposit all such funds, within 5 working days, in the name of the Association, in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

(b) Receive, and give receipt for, monies due and payable to the Association from any source whatever.

(c) Disburse or cause to be disbursed the funds of the Association that may be directed by the Board of Directors, taking proper vouchers for such disbursement.

(d) Keep and maintain adequate and correct account of the Association's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

(e) Exhibit at all reasonable times the books of accounts and financial records to any director or elected officer of the Association, or to his agent, or attorney, on request therefore.

(f) Exhibit at all reasonable times to any voting member, his agent, or attorney, on written demand therefore, for a purpose reasonably related to the interest of such member, the books of account and financial records of the Association, and shall exhibit said records at any time when required by the demand of ten (10%) percent or more of the voting members.

(g) Render to the President, and Directors whenever he or they request it and account of any or all of his transactions as Treasurer and of the financial conditions of the Association.

(h) Prepare, or cause to be prepared, and certify that financial statements to be included in the annual report to the members.

(i) If required by the Board of Directors or by the members, give a bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine.

(j) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Constitution of this Association, or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors.

ARTICLE 6. COMMITTEES



Section 6.01. The Association may have the following Standing Committees, each of which may be chaired by a Director or designated officer of the Association:

(a) The Public Relations Committee may be chaired by a director and shall consist of four (4) additional members of the Association selected by him. It shall answer complaints against the Association made by non-members, and plan and execute such public relations programs, and perform such other duties as may be directed from time to time by the Board of Directors. Any expenditure of Association's funds by the Committee shall require prior approval of the Board. The Committee shall meet at such times and such places as directed by its chairman or by the Board.





(b) The Repeater Committee may be chaired by a director and may consist of six (6) additional members of the Association selected by him. It shall be responsible for the maintenance of the repeater and make recommendations to the Board of Directors regarding its operation and maintenance. Any expenditure of Association funds by the Committee shall require prior approval of the Board. The Committee shall meet at such times and places as directed by its chairman or by the Board.

ARTICLE 7. CONTRACTS

Section 7.01. The Board of Directors, except as otherwise expressly provided in the Constitution of this Association or in these Bylaws, may by resolution authorize any officer or agent of the Association to enter into any contract and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances, provided, however, that such contract or delivery is expressly authorized by the Constitution or Bylaws.

Section 7.02. Except as otherwise specifically determined by resolution of the Board of Directors, as provided in Section 7.01, or as otherwise required by law, by the Constitution of this Association, or by these Bylaws, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of this Association shall be signed by the Treasurer or Assistant Treasurer and countersigned by the President of the Association.

Section 7.03. All funds of the Association shall be deposited within five (5) banking days to the credit of the Association in such banks, trust companies, or other depositories, as the Board of Directors may select.

ARTICLE 8. AMENDMENTS

Section 8.01. These Bylaws shall become effective on their being signed by the original directors as named in the Constitution, or on their adoption by the vote or written consent of a majority of the voting members of this Association, and they may be amended or repealed, in whole or in part, and new Bylaws adopted at the next regular meeting by the two thirds (2/3) vote of the members present.

Section 8.02. The original, or a copy, of the Bylaws, as amended or otherwise altered to date, certified by the Secretary of the Association, shall be recorded and kept in a book which shall be kept in the principal office of the Association, and such book shall be open to inspection by the members at all reasonable times during office hours.



ARTICLE 9.

Section 9.01. The Board of Directors shall cause a written annual report, including financial statements, to be prepared and submitted to the members in March of each year. The report shall summarize the Association's activities for the preceding year and activities projected for the forthcoming year; the financial statements shall consist of a balance sheet as of the close of business of the Association's fiscal year, contain a summary of receipts and disbursements, be prepared in such a manner and form as sanctioned by sound accounting practices, and be certified by the Treasurer or a public accountant.

Section 9.02. The fiscal year of the Association shall be the Calendar year.

Section 9.03. The Board of Directors may adopt, use, alter, or cancel, an Association insignia or seal, or both, and by rule shall prescribe the time, manner, and place in which such insignia may be worn or used.

ARTICLE 10.

Section 10.01. As used in these Bylaws:

(a) The present tense includes the past and future tenses, and the future tense includes the present.

(b) The masculine gender includes the feminine and the neuter.

(c) The singular member includes the plural and the plural number includes the singular.

(d) The word "shall" is mandatory and the word "may" is permissive.

(e) The words "Directors" and "Board" as used in these Bylaws in relation to any power or duty requiring collective action, mean "Board of Directors".

(f) "Members and "Voting Members" as used in these Bylaws in relation to any power or duty requiring voting action, mean members at a properly called meeting as provided for herein.

We, the undersigned, are all of the persons named as first directors of the Constitution of this Association, and hereby consent to and do adopt the foregoing Bylaws, consisting of fourteen (14) pages, as the Bylaws of said Association.

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