By-Laws for the incorporation of Radio Amateurs of Manitoba

By-Laws

By-laws of Radio Amateurs of Manitoba Inc.

By-laws of Radio Amateurs of Manitoba Inc.

Interpretation

Where used herein the following terms will have the following meanings,respectively:

Annual General Meeting (AGM) - a meeting of the membership of RAM, held annually.
Associate Member – a non-certified person who is genuinely interested in amateur radio, has been accepted for membership and whose dues have been paid for the current fiscal year.
Callsign – all amateur radio callsigns of the club, as issued by the Government of Canada
Club – refers to the Radio Amateurs of Manitoba, Inc.
Director – a radio amateur who has been duly elected or acclaimed to the Board of Directors of RAM (the Board).
General Meeting – a meeting of the members of RAM held each month except for designated months.
Member – a radio amateur who has been accepted for membership in RAM and whose dues have been paid for the current fiscal year is considered in good standing.
Special Meeting – a meeting of the membership of RAM called for a special purpose.
RAM – Radio Amateurs of Manitoba, Inc
Radio Amateur – any person holding a Certificate of Proficiency in Amateur Radio (any level) issued by the Canadian Government – or any foreign operator with whose country Canada has reciprocal licensing agreements.

The Club

The RADIO AMATEURS OF MANITOBA, INC. (hereinafter referred to as “RAM”) shall be a non-profit organization dedicated to supporting and promoting Amateur Radio communications in Manitoba and worldwide.

Head Office

The Head Office of RAM shall be in the City of Winnipeg. The mailing and business address shall be as chosen by the Board of Directors.

Board of Directors

Board of Directors:

The affairs of RAM shall be managed by a Board of Directors consisting of a minimum of four (4) and a maximum of twelve (12) Directors. Each Director must be a member of RAM for at least thirty (30) days prior to being elected to the Board of Directors.
Elections to the Board of Directors shall be held at the club AGM. The entire Board of Directors shall be retired at each AGM. Each Director can run for re-election if they desire.
The term of office shall be one fiscal year, or any portion thereof and there shall be no limit to the number of terms a Director may serve.
A Nominating Committee, consisting of one (1) or more members of RAM shall be struck at least thirty (30) days prior to the AGM. This committee shall be empowered to solicit candidates for the Board of Directors.

Qualified members of RAM may be nominated for the Board of Directors at the AGM. Members nominating such a candidate must ensure that the member is willing to stand for office before nominating them. To be eligible to stand for office, a person must be a member for at least thirty (30) days prior to the AGM.
Nominations for election to the Board of Directors shall only be accepted in writing up to the time nominations are closed at the AGM and with the signature of the nominee.

Voting is normally done by show of hands.
The new elected Directors of RAM shall hold a Directors Meeting within fifteen (15) days of the AGM. At that time, the Directors will choose from among themselves who will fill the following executive positions (the Executive):

President
Vice-President
Treasurer
Secretary

Members of the Board of Directors can hold more than one office, except that the President cannot also be Vice-President.
Vacancies on the Board of Directors can be filled by appointment of a qualified member of RAM. If the Board of Directors, no longer has a quorum (due to vacancies) a Special Meeting to elect Directors to complete the terms of office shall be called. This meeting must be called within forty-five (45) days of the loss of a quorum.
A member of the Board of Directors may be removed at an AGM or a Special Meeting. At least seven (7) days notice of such a meeting, together with the purpose of the meeting, must be given. A two-thirds (2/3) majority of RAM members present must vote in favour of the removal. Another qualified member of RAM can be elected, by a simple majority of members present, to fill the vacancy for the balance of the term. The Director to be removed shall be notified of the proposed removal.
The Board of Directors may establish Committee(s) as needed from time to time and appoint a Chair of such a committee from the current Board of Directors or a member. The President shall be an ex-officio member of all such committees. Possible committee(s) may be as follows:

Technical
Membership
Program
Education
Social
Events
Communications
or others as required.

Quorum and Meetings of the Board of Directors

Quorum and meeting of the Board of Directors:

A minimum of three (3) Directors shall constitute a quorum for the transaction of business. Board of Directors meetings must be held quarterly as a minimum and be held at a mutually convenient date, time, and location. Directors may attend in person or remotely if this option is available. The Secretary or other designated member of the Board of Directors shall be responsible for notifying each Director of the upcoming meeting.
The Board of Directors may consider or transact any RAM business at any Directors Meeting.
Board of Directors meetings are open, and members welcome to observe. Notice of Meetings must be provided to members at least seven days in advance by posting to social media or on-air announcements.

Voting, Board of Directors

Questions at Board of Directors Meetings shall be decided by a majority vote. In the case of a tie, the President (or failing the attendance of the President, then the Vice President) shall cast a second, tie breaking vote.

Renumeration

The Directors of RAM shall receive no remuneration for acting as such.

Duties of the President

The President has the following responsibilities:

To preside at all Annual, General or Special Meetings of the membership and all Board of Directors Meetings of RAM;
To be responsible for the general management and supervision of the affairs and the operations of RAM;
Along with the Secretary, or other official appointed for the purpose, to sign all by-laws;
In the absence or inability of the President, his duties shall be assumed by the Vice-President, Secretary, Treasurer in that order or another Director designated by the President if none of the executive are present.

Duties of the Vice-President

The Vice President has the following responsibilities:

in absence of the President, to perform all the duties of the President.

Duties of the Secretary

The Secretary has the following responsibilities:

To attend and record minutes of all meeting;
To give proper notice of meetings to Directors and members;
To be custodian of the corporate seal, all books and records, correspondence, contracts, repeater licences and any other documents concerning RAM;
To deliver up such items in (c) above, as required when authorized by a resolution of the Board of Directors;
To provide a copy of the minutes of the previous month’s meeting to each Director at the current Board of Directors Meeting;
To provide each member in attendance at an Annual General, Monthly or Special Meeting with a copy of the minutes of the last Annual General, Monthly or Special Meeting as the case may be;
Other duties as determined from time to time by the Board of Directors;
Maintain a calendar of any contracts that need to be renewed.

Duties of the Treasurer

The Treasurer has the following duties:

To keep full and accurate records of all income, receipts, and disbursements of the Club. These records shall be kept in proper account books, using accepted accounting practices;
To make deposits and withdrawals from the RAM bank account as required;
To get receipts for all outlays of cash or cheques on behalf of RAM;
To disburse funds of the Club when directed at a Board of Directors Meeting;
To present a full and up-to-date financial statement at each Board of Directors Meeting;
To collaborate closely with the other Directors to prepare and present a one-year budget and a long-term budget for RAM;
To ensure that the President, Vice-President, Secretary and Treasurer have signing authority from the RAM financial institution; and
Other duties as determined from time to time by the Board of Directors.

Duties of the Other Directors

The duties of all other Directors of RAM shall be such described in Appendix A

Execution of Documents

Deeds, transfers, licences, contracts, and engagements on behalf of RAM shall be signed by the President or the Vice-President and by the Secretary upon approval from the Board of Directors &/or the general membership. The Secretary shall affix the corporate seal to any documents if so required.

Books and Records

The Directors shall see that all necessary books and records of RAM required by these By-Laws, or by any statute of law, are regularly and properly kept.

Membership

Membership:

The membership year shall be the same as the corporation's fiscal year.
Each member shall be bound by the By-Laws of RAM.
Application for membership shall be on a designated form and presented to the Membership Chairperson and is acceptable at any time of the year.
Membership cannot be assigned or transferred.
Members, who do not renew their membership on, or before, December 31st, automatically cease to be members of RAM.
Associate membership is permitted for “non-hams,” but Associate Members do not have voting privileges, and cannot sit on the Board of Directors. Associate Members shall be bound by all applicable By-Laws.
Honourary Membership may be extended to those who are not Radio Amateurs at the discretion of the Board of Directors. Honourary member can not vote.
Life Members who were Life Members of the Winnipeg Amateur Radio Club or the Manitoba Repeater Society will continue to be Life Members of RAM. The President may from time to time designate any member as a life member upon Board of Directors approval.
A member may resign in writing from RAM. This resignation becomes effective upon acceptance by the Board of Directors.
Each member (except for Associate and Honourary) is entitled to one (1) vote on each question at any Annual General, Monthly or Special Meeting.

Dues

Dues:

Dues shall be set at the AGM for the following year and are not refundable. The Secretary is responsible for ensuring that notice of any required changes in dues is published at least seven (7) days in advance of an AGM.
Dues are based on the membership year and are not prorated.
Dues accepted after Thanksgiving will be applied to the following membership year.

annual and other meetings of members

Annual and other meetings of members

All meetings of RAM shall be governed by Roberts Rules of Order.
The AGM shall be held in Winnipeg. Other meetings shall be held at various locations throughout Manitoba at the discretion of the Board of Directors.
Annual General or Special Meetings of the Members shall be held at a place, date and time selected by the Board of Directors. The Board of Directors shall give notice according to the notice requirement.
Each meeting shall consist of reports from the President, Treasurer, and any committees, such as; Technical, Membership, Education, Social, Events, Communications if the committee(s) exist. The Board of Directors and members can ask questions, present motions, and transact any business, at any member meeting.
Only the AGM shall include election of officers and a reviewed financial report.
No error or omission in giving notice of any meeting shall invalidate such a meeting.
Adjournment shall be according to Robert's Rules of Order.
Voting at all Annual, General or Special Meetings

The Chair of the meeting shall not vote, unless the vote is tied; then the Chair will cast a vote to decide the question.
Every question shall be decided by a simple majority of members present.
Voting shall be by a show of hands.
Voting for Board of Directors shall be by secret ballot in person and online voting by anonymous poll.
The Chair of any meeting shall have the right to table any motion, question until the following meeting, or call a Special Meeting of members to discuss such motion or question.

The order of business of all Annual, General or Special meetings shall be as follows:

roll call of members
approval of the minutes of the last meeting
business arising from those minutes
correspondence
President’s report
Treasurer's report with review if applicable
any current Committee reports
new business
elections if applicable
notices for the good and welfare of the Club
adjournment

Any report can be accepted if distributed to the members in advance.

Notice

Notice:

The executive shall give a minimum of seven (7) days notice of any Annual General or Special Meeting, via email and any or all of the following; nets on RAM repeaters,newsletter notice or the placed on the club website.

Callsign(s)

Callsign(s)

All amateur radio callsigns of the club, as issued by the Government of Canada must be sponsored by a member. If the sponsor is not a member, they may be appointed as an honorary member.

Fiscal Year

The fiscal year for RAM shall be from January 1 to December 31.

Accounts

Accounts:

The funds of the Corporation shall be deposited in a chartered financial institution or credit union, and withdrawals shall be made only on the joint signatures by two (2) members of the Executive with signing authority from RAM.
All members of the Executive shall be designated as having signing authority.
The Treasurer, or his designated alternate, shall endorse all incoming revenue “for deposit only to RAM,” and deposit it, along with any cash received, in the designated account.
A member shall be appointed by the Executive to review the accounts of the Club within a reasonable period after the end of the fiscal year. This person shall present a report back to the Board of Directors who will recommend approval by the members at the AGM.

Mergers

Upon recommendation of the Board of Directors, a Special Meeting of the membership can be called to approve a motion for RAM:

to merge with another club\organization and continue under a new name in partnership.
or to have another club merge into RAM and continue under RAM's name and Bylaws.

Dissolution of the Club

Dissolution of the club

If a situation arises where the club finds itself without an Executive, then the club should dissolve as soon as possible. A member shall be appointed from the remaining members to function as Special Manager to dispose of assets and pay any liabilities that may exist.
In the event that RAM should cease operations, all assets shall be sold for the best price possible, and along with all cash, cheques, and any other funds, shall be donated to all RAC affiliated clubs in Manitoba. Each club would be allocated a proportion based on the number of RAC members belonging to each organization.

Affiliated RAC club share = (# of RAC members in the club / total number RAC members of all Manitoba Affiliated clubs) Membership numbers should be based on RAC memberships as of April 30 in the year RAM ceases to operate.

Assets are to be disposed of by the Board of Directors /Special Manager at the time and shall have the final say in all manners on disposition of assets.

Amendments to these by-laws

Amendments to these by-laws

Amendments to these By-Laws shall be moved at the AGM or a Special Meeting called for this purpose.
Any member may propose an amendment to these By-Laws by notification to the Secretary in writing at least thirty (30) days prior to a Monthly Meeting or the AGM.
The Secretary or the Executive shall inform all members, as per the notice requirement, together with a copy of the proposed amendment, that such a By-Law amendment has been proposed for the next meeting.

Appendix A

The duties listed in this appendix are at the discretion of the Board of Directors and may be added, deleted, or modified by a motion at any Board of Directors of Directors meeting.

Duties of Committee Chairs

Membership Chair

The Membership Chair has the following duties:

Maintain all membership rolls;
Ensure all membership application are submitted on the approvedform;
Process all membership applications received;
Submit monthly membership reports;
Verify membership revenue received and pass over to the Treasurer;
Send out renewal notices yearly; and
Send renewal notices to former members that have not renewed memberships within the past two years.

Technical Chair

The Technical Chair has the following duties:

Oversee all aspects of the technical services which are part of the RAM activities under the mandate of these By-Laws;
b. Report to the Board of Directors, in summary:

the current status of all aspects of the repeater system and network
as well as any projects planned or in progress.

Program Chair

The Program Chair has the following duties:

Be responsible for coordinating a presentation to the members at the club’s General meetings held for this purpose.

Event Chair

The Event Chair has the following duties:

Be responsible for planning and executing any events the club puts on such as Field Day or a Flea Market.
It is strongly suggested that the chair arrange for a number of people to assist on this committee to spread the workload.

Fundraising Chair

The Fundraising Chair has the following duties:

Be responsible for any raffles or other fund raising.
Be responsible for applying for any licenses that may be needed for any fund-raising effort.

The Social Chair has the following duties:

Be responsible for any member social events that may occur during the year or in conjunction with any event that is put on. Examples of such social events could be:

a BBQ in conjunction with Field Day
an open house to attract the public to amateur radio.