RADIO SOCIETY OF TUCSON

RADIO SOCIETY OF TUCSON A Corporation for Non-Profit CONSTITUTION & BY-LAWS We, the undersigned, wishing to secure for ourselves the pleasures and benefits of an association of persons commonly interested in Amateur Radio, constitute ourselves the Radio Society of Tucson and enact this Constitution as our governing law. It shall be our purpose to further the exchange of information and cooperation between members, to promote radio knowledge, fraternalism and individual operating efficiency, to so conduct Club programs and activities as to advance the general inierest and welfare of Amateur Radio in the community and to participate in public service activities by preparing for and providing communications for civil emergencies or special events, and for handling traffic. MEMBERSHIP ARTICLE I All persons interested in Amateur Radio communication shall be eligible for membership. Membership shall be by application and election upon such terms as the Club shall provide in its By-Laws. There is no geographical limitation to membership. There shall be four classes of membership which shall be called Regular, Non-Resident and Club Paid. However, all rights and powers vested in the members under the ARTICLES OF INCORPORATION and under these By-Laws are placed, vested and accorded in the "Voting Membership" classifications, which are Regular, Family, Student and Honorary Life Paid. Membership shall be conferred by a tw? o-thirds (2/3) majority vote of the 'Voting Members" present at any regular meeting, provided, however, there is a quorum of not less than seven (7) voting members, and provided such person has indicated an interest in promoting the cause of Amateur Radio, particularly in Special Interest Groups of any Amateur Radio-related kind or nature, i.e. the construction, operation, and use of radio repeaters (if any) in the amateur bands (all within the scope of the rules and regulations of the Federal Communications

Commission (FCC) and currently holds and continues to hold, or strives for or continues to strive for, a valid Amateur Radio License of Novice class or higher, packet radio, morse code communication, bulletin board systems (BBS's), etc. Regular, Family, Student and Non-Resident Membership. Prospective "Regular Members" and "Non-Resident Members" shall submit an application, a photocopy of their amateur license, and the initiation fee, if any, to the Secretary who will submit the application at the next regular meeting of the members for action. If accepted, the new member will from that time on pay the yearly dues and, thereafter, pay the dues yearly thereupon. Club Paid. Prospective "Club Paid" shall submit an application, a photocopy of their amateur license, and the initiation fee, if any, to the Secretary who will submit the application at the next regular meeting of the members for action. If accepted, the Club Paid member will be dismissed from paying annual dues for a period of one year for particular services rendered in the Club's behalf, i.e. use of meeting hall, etc. At the expiration of one year, if the member is not contributing towards the benefit of the Club, then at that time, the member will either become inactive or placed on a Regular Member status. SECTION 2. A member that is three months delinquent in dues is to be automatically suspended. However, the delinquent member shall be notified at least thirty (30) days before suspension, by written notice mailed by the Secretary. Upon recommendation of the Board of Directors, members may be expelled for continued violations of regulations of the Federal Communications Commission or the By-Laws relative to operating amateur radio equipment, by a two-thirds (2/3) majority vote of the members present at any regular meeting, provided there is a quorum of said voting membership. An expelled member shall be barred from attending any RADIO SOCIETY OF TUCSON meeting or function, either as a visitor or a guest of a member in good standing. An expelled member can be reinstated by action of a unanimous vote of a quorum of the members present at any regular meeting. Any member desiring to resign his membership status from the RADIO SOCIETY OF TUCSON forfeits all monies/dues previously paid. Said dues will

remain the property of the RADIO SOCIETY OF TUCSON'S property to do with as it sees fit. SECTION 3. Regular meetings shall be held on a monthly or quarterly basis as determined at the Annual Meeting by a 2/3 majority vote of a quorum of the "voting membership" present at any said regular meeting, The selecting of the date, time and place shall be determined by the members and shall be announced in accordance with the ARTICLES OF INCORPORATION and by these By-Laws. Such business transactions as are necessary for conducting the affairs of the Corporation as prescribed by the ARTICLES OF INCORPORATION and By-Laws and/or by such regulations provided under the laws of the State of Arizona shall be presented and voted upon by the voting membership during the regular meetings. Additional meetings may be called by the President, or by three or more members for the purpose of instruction, e.g. education lectures, construction sessions, etc. These meetings shall not be considered as regular meetings for the transaction of Corporation business. The regular monthly meeting held in October of each year shall be known as the Annual Meeting and shall be held at the call of the President upon ten (10) days written notice for the purpose of receiving detailed annual reports from officers, any Station Trustee(s), and standing and special committees/interest groups for the approval and ratification; for adoption of the annual budget; for election of officers and all other business that may come before the Corporation at the Annual Meeting. Special meetings of the membership can be called by the President, or Board Member, or by three or more Voting Members in good standing upon ten (10) days written notice indicating the purpose of such meetings. SECTION 4. The members shall elect officers annually in October at the Annual Meeting. In case of death, inability to serve, or resignation of an officer, the membership shall, at the next regular meeting, elect a replacement, keeping in mind that the Vice-President automatically replaces the President under the above-circumstances. 3

SECTION 5. The membership, through its properly elected officers, shall receive and dispense all the funds of the Corporation. All expenses not covered by the annual budget, approved by the membership at the Annual Meeting, must be approved, before incurred, at a regular meeting of the members. SECTION 6. The membership shall approve, by a two-thirds (2/3) quorum-vote, all appointments of the President, including the chairman of all standing and special committees. SECTION 7. Members cannot delegate any of the above-mentioned powers to any subcommittee or person. OFFICERS ARTICLE II The officers of the RADIO SOCIETY OF TUCSON shall consist of a President, Vice-President, Secretary/Treasurer, two (2) Board Members, a Trustee for each repeater licensed, if any, Operations Chairman, Technical Chairman, Publicity Chairman and a Social Chairman. The officers shall enter upon their official duties immediately after the adjournment of the meeting at which successors are elected. Officers must be "Voting Members" in good standing. SECTION 2. President. The President, as the executive officer of the Corporation, shall preside at the Annual Meeting, and at all regular and special meetings of the membership. He/She will appoint all chairpersons of standing and special committees, subject to approval of the membership, and is ex-officio a member of all committees except a nomination committee.

SECTION 3. Vice-President. The Vice-President shall preside at all meetings of the membership in the absence of the President. In event of death, inability to serve, or resignation of the President, he/she shall serve as President for the unexpired term of office. The Vice-President shall serve as custodian of all equipment, tools, and parts acquired by the Corporation and shall keep an inventory of such items. His/Her annual report should include the inventory of all items. He/She shall serve as ex-officio as a member of the Engineering Committee. SECTION 4. Secretary/Treasurer. As Secretary: The Secretary shall keep the minutes of all meetings of the Corporation, Membership and the Board of Directors. He/She shall keep the Membership Roll and send out all notices of meetings as prescribed by these By-Laws and/or ARTICLES OF INCORPORATION. He/She shall be the keeper of the seal and all records of the Corporation, except financial. He/She shall keep a complete record of all members and shall notify in writing all applicants for membership. In doing so, he/she shall indicate in this letter whether there is a current balance due for fees of dues and that this item must be paid to the Treasurer before membership action is completed. The name and address of the Treasurer must be included in the letter. The Secretary' shall notify all who have been suspended or expelled and the reasons thereof. Likewise, he/she shall answer all requests and a vote by the membership at a regular meeting of the members. The outgoing Secretary shall relinquish all records and correspondence to the incoming Secretary on or before the general meeting in November. As Treasurer: The Treasurer shall have custody of all of the funds of the RADIO SOCIETY OF TUCSON and disburse them at the direction of the Board of Directors, either by the authority of the annual budget approved by the membership or by act of the membership. The Treasurer shall collect all dues and present to the members at a regularly constituted meeting of the members the names of those members who are three (3) months in arrears in dues with a motion for automatic suspension. The Treasurer should advise the Secretary of his/her impending action at least thirty (30) days before, so that the Secretary can notify the delinquent members of the impending action in accordance with Section 2, ARTICLE I of these By-Laws. He/She should attend all meetings of the Budget Committee, but without the right to vote. The Treasurer will be responsible for keeping an approved ledger according to good bookkeeping standards. The Board of Directors shall approve the type and contents of the ledger to be used. The

outgoing Treasurer will relinquish the ledger and all records to the incoming Treasurer on or before the General Meeting in November. The Treasurer shall be responsible for filing all forms, reports and other documents required by the Internal Revenue Service, the State of Arizona and/or Governmental agency requiring such filings, to be audited by no later than die February Meeting, The Treasurer shall also prepare a summary of Club finances at all regular meeting or any special meetings as requested by the "voting membership." Such filings shall be accomplished in a timely manner with copies forwarded to the Secretary and notification given to the Board of Directors. Copies of all such files shall be retained for a minimum of seven (7) years. Upon the growth of RADIO SOCIETY OF TUCSON, the positions of Secretary and Treasurer shall be split and a third Board Member shall be added at that time. SECTION 5. The Repeater Trustee(s), if any. The Trustee(s) shall report all known infractions of the rules to the membership at the monthly and Annual Meetings. The Trustee(s) shall supervise all control stations and shall make certain that all of the Federal Communications Commission Rules are observed in the operation of the repeater(s). The Trustee) (s) should be present at the Meetings of the Board of Directors in an advisory capacity and shall have no vote unless he is also a duly appointed Board Member. Trustee(s) must be 'Voting Members" in good standing. SECTION 6. All officers, except the Trustee(s), shall serve for no more than one year without reelection to said position, and cannot be reelected for more than two years in succession. The Association Trustee(s) shall serve continuously unless replaced by the members because of death, inability to serve, resignation, or upon request of the Federal Communications Commission. Officers can be removed from office for conduct detrimental to the organization or to amateur radio following a hearing before the Board of Directors, a majority recommendation of this group, and a 2/3 majority'vote of a quorum of the membership present at anyregular meeting by secret ballot held pursuant to at least ten (10) days written notice in which the purpose is stated.

SECTION 7. The Operations Chairman, if there be one, shall act as Chairman of the Operations Committee. In this capacity he/she shall be responsible for planning and recommending Club and member radio station activities, for conducting activities as may be approved by the Club, and for advancing the general Club interest. He/She shall maintain close liaison with operations officials of other organizations in the radio amateur community to include other clubs, ARRL, AilES- RACES, ARCA, MARS, etc. Ile/She shall encourage stations to report activities to the Club and officials of other amateur organizations; all these things to make the reputation of the Club and amateur radio activities in the community as outstanding as possible. He/She may appoint committees or assistants to aid him/her in specific branches of activity. SECTION 8. The Technical Chairman, if there be one, shall act as Chairman of the Technical Advisory' Committee. In this capacity he/she shall be responsible for Club efforts in maintaining a high level of technical knowledge and skill within the Club and in assuring that Club and member station equipment meets accepted performance characteristics. lie/she shall be the Club representative to other major amateur organizations and the community on technical matters such as radio and television interference, QRM, etc. SECTION 9. The Publicity Chairman, if there be one, shall act as Chairman of the Publicity Committee and shall be responsible to facilitate exchange of information between Club members and between the Club, other radio clubs, and the community in general. SECTION 10. The Social Chairman, if there be one, shall be responsible for planning, organizing and conducting all social activities for the Club. He/She shall assist and coordinate with the Vice-President in implementing these responsibilities and shall serve as Chairman of the Social Committee. SECTION 11. The Board Members' duties are listed respectively in Article III below. 7

ARTICLE III BOARD OF DIRECTORS The Board of Directors of five (5) persons shall consist of the President, Vice-President and SecretaryvTreasurer, plus two voting Board Members to be elected by the membership, for one year, at the Annual Meeting. The outgoing President will act as an advisor to the Board of Directors, with no vote. The Board of Directors will conduct the business of the Corporation. Directors must be "Voting Members" in good standing. SECTION 2. The Board of Directors shall execute the powers conferred upon them by these By-Laws, ARTICLES OF INCORPORATION, and such powers as may be conferred as a Corporation Not for Profit under the laws of the State of Arizona with the exception of those powers described and enumerated in Article I, Sections 1, 2, 2a, 4, 5 and 6, which are reserved for the membership. The Board of Directors will conduct the business of the Corporation within the limits of the annual budget presented by the Budget Committee and approved by the members at a regular constituted meeting of the members. The Board of Directors shall set forth the rules and regulations for the operation and use of RADIO SOCIETY OF TUCSON'S repeaters. SECTION 3. The Board of Directors shall meet quarterly at the call of the President, monthly meetings, however, are encouraged if necessary, to conduct the business of the Corporation. ARTICLE IV STANDING AND SPECIAL COMMITTEES There shall be an unlimited number of standing committees, i.e. Engineering, Field Day, Budget and F.mergency Public Service Communications. Other special committees may, from time to time, be appointed by the President, subject to the approval of the membership, for specific purposes. They will have 8

no powers except those granted by the President. The President will appoint the Chairman of the committee; however, the Chairperson will select other members of their committee which shall number not less than two persons excluding the Chairperson. SECTION 2. There shall be Special Interest Groups (SIG's) to be organized at the discretion of the Club. SIG's shall be comprised of one chairperson and a 'SIG Secretary' to record the minutes of the meeting. These SIG meeting minutes, shall be reported back to the Club at all regular and Annual Meeting. There shall be an Engineering Committee (SIG) who will be responsible for the planning, installation, and maintenance of the repeater(s), if any. The chairperson of this committee, with the Vice-President, shall maintain a careful inventory of all equipment and keep a reasonable inventory of spare parts for the repeater(s), if any. The SIG Chairperson positions shall be concurrent except upon resignation, removal SECTION 3. There shall be a Budget Committee whose responsibility will be to prepare an income budget to be presented to the membership for approval at the Annual Meeting. This committee will be responsible for the annual audit of the financial books of the Association. SECTION 4. The President can, subject to the approval of the membership, remove any committee chairman for neglect of duty or conduct deemed detrimental to the Association. FISCAL YEAR - ANNUAL REPORTS ARTICLE V The Fiscal year shall be from January 1 to December 31.

SECTION 2. All officers and chairman of standing or special committees will present a detailed annual report at the Annual Meeting. SECTION 3. A financial audit and inventory'of equipment and supplies shall be presented to the membership at the General Meeting in January of the following year by the appropriate committee or person. PHYSICAL ASSETS - LIABILITIES ARTICLE VI All properly of any kind whatsoever, real, personal, mixed, all legal or equitable interest therein, or any other assets now owned or which may be owned in the future by the RADIO SOCIETY OF TUCSON may be mortgaged or otherwise hypothecated by instruments in writing executed by the President and attested by the Secretary, when authorized by a two-thirds (2/3) majority of "Voting Members" at any regular or special meeting pursuant to ten (10) days written notice stating the purpose of the meeting. SECTION 2. The indebtedness or liability of the RADIO SOCIETY OF TUCSON shall not exceed TWENTY-FIVE DOLLARS ($25.00). SECTION 3. In the event that the RADIO SOCIETY OF TUCSON is dissolved, the assets, real, person, or equities thereof shall be disposed of in accordance with the laws governing "not for profit" corporations in the State of Arizona. These assets shall first, go toward any debts the Club has incurred or may incur by name, and then to its 'Voting Membership" to be divided equally. 10

ARTICLE VII SALARIES No Officer of any committee shall receive any compensation for his services except as otherwise herein provided in these By-Laws. QUORUMS ARTICLE Mil Quorum, for the purpose of these By-Laws, shall be defined as a body of seven (7) or more of the "Voting Membership" for RST. The quorum of all official meetings, both regular and special, from this date, July "7^ 1995, and until further amended, shall be a two-third (2/3) majority of a quorum of the "Voting Members" present at a meeting, which will constitute approval, except where otherwise stated in these By-Laws. INSURANCE ARTICLE IX The Secretary will arrange, with the approval of the membership at a regular constituted meeting, an insurance policy to cover loss of theft, fire, or any other hazard of equipment and parts belonging to the RADIO SOCIETY OF TUCSON, Funhermore, the policy should cover public liability, personal injury, property damage and slander. 11

ARTICLE X AMENDMENTS TO THE BY-LAWS These By-Laws may be amended at any regular or special meeting, held pursuant to at least ten (10) days written notice in which the purpose is stated, by two-thirds (2/3) majority of a quorum of the "Voting Members" present. ADOPTED July _2_, 1995- ATTEST:, PRFSIDF.NT 12