CONSTITUTION OF THE 3905 CENTURY CLUB, INC. Original Date Unknown Reprinted: October 1995 Reprinted: April 11, 2011 Reprinted: December 22, 2015 The 3905 Century Club, Inc. Constitution Page 1 of 7 Submitted 07/11/2018
PREAMBLE: CONSTITUTION OF THE 3905 CENTURY CLUB, INC. We the members of the 3905 Century Club, Inc., extending the hand of fellowship to all licensed amateur radio operators, everywhere, who hold operating privileges in the portions of the radio spectrum in which this club conducts net operations, desiring to establish an organization to set policy and adjudicate conflicts that may, from time to time, occur; wishing to preserve and enhance the basic simplicity of the original 3905 Century Club net; and forever receptive of constructive criticism DO ORDAIN THIS CONSTITUTION FOR: THE 3905 CENTURY CLUB, INC. [Note: When the Constitution was transcribed sometime after November 1992, the words receptive of constructive criticism was inadvertently dropped. There is no record of the Constitution being amended to delete this phrase nor does a member of the Board during that period remember such action being taken. Since this was the result of a transcription error, it has been added back in.] ARTICLE I EXECUTIVE BOARD OF DIRECTORS A. The basic executive authority for the 3905 Century Club, Inc. shall repose with a Board of Directors. The Board of Directors may from time to time, decide to delegate its authority to persons or groups, on either an ad-hoc or permanent basis, as it finds proper, but it shall retain the overall responsibility for any such delegated authority. B. The Board of Directors shall be comprised of 1 Director from each of the 10 U.S. call areas, 1 Director from a DX country other than the United States, Assistant Directors as well as the President and Vice-President. Assistant Directors, unless they are acting in the absence of their Director, shall be non-voting members and shall not be considered in the calculation of whether there is a quorum or majority vote. An individual director may appoint assistant directors to serve at his pleasure in his stead. One such appointee may be designated, by his sponsoring director, to vote for the latter in the latter's absence. [Note: struck out wording to be covered in the Bylaws.] C. Issues properly brought before the Board of Directors shall be decided by a majority vote of those present one vote, one half or more of the Club Officers eligible to vote participating in the vote, and shall become effective on the first day of the month (UTC) which begins 15 days or more following the date of the vote;. However, a member of the Board of Directors elected by special election or appointed, to fill a vacancy on the board, shall become eligible to vote on issues brought before the board immediately after confirmation by the Board of Directors, of his or her election or appointment an appointment to fill a vacancy on the Board shall be effective immediately following the vote. D. A regular meeting of the Board of Directors shall be deemed to have a quorum when one half or more of the Club Officers eligible to vote its members, including The 3905 Century Club, Inc. Constitution Page 2 of 7 Submitted 07/11/2018
aassistant ddirectors active acting for their respective ddirectors and holders of valid proxies as defined in the Bylaws, are present. [Notes: Although they are not Directors, the President and VP are members of the Board, thus the change in language. Assistant Directors have also been attending and participating in Board Meetings (treated as non-voting members), thus these changes bring the Constitution into alignment with accepted practice. Also, writing it like this makes the other paragraphs concerning this topic simpler and easier to understand. The other changes to this Article are just to clean up language. Also, here and below, the dash over a comma denotes that those commas are being stricken.] ARTICLE II ADMINISTRATIVE A. The Club shall be administered by a group of officers as follows: 1) a President, who shall represent the club administration before the Board of Directors., and who shall have one vote with that Board, exactly as if he/she were an elected director. 2) There shall also be: a Club Vice-President who shall act in the President's stead, in his or her absence. The Vice-President shall have one vote on the Board of Directors. 3) Other Officers: a. Club a Secretary b. a Treasurer c. a Club Resident Agent, who shall represent the Club in be a resident of the state of Florida, wherein the Club is incorporated. d. 11 Awards Mmanagers for the several call areas. One for each U.S. call area and one for DX. e. Eleven Area Directors consisting of one representing each US call area and one representing DX. An Award Secretary. f. Net Coordinators g. QSL Bureau manager(s) h. Other officers, as the Board of Directors, from time to time, may appoint. deem appropriate. (3) (Deleted). (4) a. Any Club officer appointed or elected under Articles I and II above, may be further elected or appointed to any other Club office, BUT, in no case shall one person retain more than one voting office. A person may hold more than one office but no person shall hold more than one voting office. b. The Board of Directors shall not appoint any of their own members to a position whose term continues beyond the expiration date of the Board which makes the appointment. The 3905 Century Club, Inc. Constitution Page 3 of 7 Submitted 07/11/2018
[Notes: This article is covered by the Bylaws. ARTICLE III ADJUDICATION A. The adjudication of the validity of QSOs, whether the requirements for a given award have been met, and associated questions shall be the function of (1) The call area aawards mmanager, who is checking the application in question, (2) The applicant s call area ddirector, or (3) The full Board of Directors, in that order. B. All other conflicts shall be brought before the Board of Directors for adjudication. C. The decision of the Board of Directors is final. [Note: moved to the Bylaws.] ARTICLE IV NET CONTROL STATIONS A. The Net Control Stations, and their alternates, are dedicated volunteers and their real-time policy decisions on the nets shall be considered to stem from the Board of Directors. [Note: The language is not necessary. If there is an issue, it can be brought before the board under the Adjudication article in the Bylaws. Also, if a net controller goes off the deep end in some unimaginable way, does the BOD really want to stand behind that?] ARTICLE II V MEMBERSHIP A. Membership in The 3905 Century Club, Inc. is open to all properly licensed amateur radio operators who have privileges in the portions of the radio spectrum in which the Club conducts operations. B. Charter members of the Club are those members whose participation and financial support in the early days of the Club resulted in its success. A list of charter members shall be maintained, in perpetuity, by the Club Secretary. Charter members are encouraged to include an appropriate notation of their status on their QSL cards. C. Club members who are elected or appointed to Club office are encouraged to so note on their QSL cards. [Note: Cleans up language and removes unnecessary language.] ARTICLE IIIVI AFFILIATION A. The 3905 Century Club, Inc. is not affiliated with any other organization. [Note: Makes it less ambiguous and turns the article into a complete sentence.] ARTICLE IVII BYLAWS A. Bylaws of The 3905 Century Club, Inc. will shall be separately promulgated by the Board of Directors. Amendment to the Bylaws will carry on the basis of a simple majority of the Board of Directors meeting under the provisions of Article I of the constitution. [Note: This will be covered in the Bylaws. Simplifies the language] The 3905 Century Club, Inc. Constitution Page 4 of 7 Submitted 07/11/2018
ARTICLE VIII ELECTION OF DIRECTORS, PRESIDENT and VICE PRESIDENT A. The election of Area Directors, President and Vice President shall be conducted as set forth in the Bylaws. A. As soon as practicable after their election, the Board of Directors shall elect one of their members as Chairman. Thereafter, he shall preside over the meetings of the Board of Directors, for the term of that Board. [Note: Election specifics are covered in the Bylaws.] B. The term of office and dates of election of the Area Directors, President and Vice President shall be as set forth in the Bylaws. C. All officers other than Directors, President and Vice President shall be appointed by the President subject to confirmation by the Board of Directors and may be removed by motion of the President subject to approval of the Board of Directors. [Note: In practice, the President has been selecting the people for all of these positions subject to Board approval. That s all this is.] ARTICLE IXVI FISCAL YEAR A. The fiscal year of The 3905 Century Club, Inc. shall begin on the 1st day of March and terminate on the last day of February next following. ARTICLE VIIX GENERAL A. The 3905 Century Club, Inc., its nets, officers and members shall scrupulously observe all applicable laws and regulations, and shall utilize good operation practices, at all times. ARTICLE VIII DISSOLUTION A. Upon the dissolution, termination or winding up of the Corporation in any manner or for any reason, all assets of the Club, if any, remaining after payment (or provision for payment) of all liabilities of the Corporation and all costs and expenses of such dissolution shall be distributed to such educational, scientific and charitable organization(s) that meets Section 501(C)(3) tax-exempt requirements of the U.S. Internal Revenue Service as may be selected by the last Board of Directors or its successors in interest. None of the club s assets will be distributed to any members, officers, or Directors of this Corporation. [Note: This was moved from the Bylaws as it should be in the Constitution rather than in the Bylaws.] ARTICLE IX AMENDMENTS The 3905 Century Club, Inc. Constitution Page 5 of 7 Submitted 07/11/2018
A. Amendment to this Constitution shall be considered after the proposed amendment has been read, on the Club frequencies at least once per week for a four week period. Members may then instruct their respective directors as to their recommendations. The proposed amendment shall then be the subject of a twothirds majority vote, by the entire Board of Directors. Proposed amendments to this Constitution shall be moved and seconded and then tabled at a meeting of the Board of Directors. Such proposed amendments shall then be posted on the Club s official website and notice that an amendment is posted on the Club s website shall be announced on each of the Club s phone nets for a period of 3 weeks before being considered by the Board of Directors. During this time period, the Club Information Officer shall provide a hard copy of the proposed amendments to members by mail at club expense upon request. Thereafter, an amendment shall become part of this Constitution upon approval by a two-thirds majority vote of the entire Board of Directors. [Note: This amendment was previously approved by the Board but never made it to the Constitution on the Club s website.] The 3905 Century Club, Inc. Constitution Page 6 of 7 Submitted 07/11/2018
Changes: December 22, 2015 edited by WB5FDP Proposed November 6, 2015 and approved December 12, 2015 Article II, A, (2) Item e added. Article II, A, (2) e Renumbered to f Article II, A, (3) Deleted Article VIII Added Election of... President and Vice President Article VIII, A Replace contents Article VIII, C Add Area to Directors, President and Vice President Article XI, A Strike in writing The 3905 Century Club, Inc. Constitution Page 7 of 7 Submitted 07/11/2018