Constitution & By-Laws

West Central Ohio Amateur Radio Association (WC-OH-ARA)

Adopted Date 29 August 2000
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Preamble

We, the undersigned, wishing to secure for ourselves, and for the community in which we live, the benefits of the association of persons commonly interested in providing emergency and public service amateur radio communications, do hereby constitute ourselves the West Central Ohio Amateur Radio Association (WC-OH-ARA) and enact this Constitution and the attached By-Laws as our governing law.

It shall be our purpose to further the exchange of information and cooperation between members, to promote radio/communications knowledge, science and engineering exploration and experimentation, fraternalism and individual operating efficiency, and to so conduct the West Central Ohio Amateur Radio Association’s programs and activities as to advance the general interest and welfare of Amateur Radio in the community.

It will be the responsibility of the Association to further develop, refine, maintain and operate Amateur Radio communications systems, and to be prepared to provide manpower and communications aid and expertise, should the Association’s host organization, the Kettering Medical Center (KMC), or, more generally, any community or agency in West Central Ohio, need emergency communications at any time.

Constitution Articles

Article 1: Name

The name of this Association is the “West Central Ohio Amateur Radio Association”.

Article 2: Objectives and Purposes

To the extent that it is technically feasible, it shall be the principal objective of the West Central Ohio Amateur Radio Association (hereafter to be referred to simply as the Association for the purposes of this Constitution and By-Laws) to operate, maintain and continue to develop wide-area amateur radio communications systems so as to be able to provide continuous coverage of all of the West Central Ohio Amateur Radio Emergency Services (ARES) District 3 Area, and, in addition, to provide linked repeater coverage to Columbus, Ohio, so as to permit the continued use of the Association’s existing wide-area system by Columbus area amateurs designated to coordinate emergency communications statewide from and on behalf of the Ohio Emergency Management Agency (EMA) Headquarters, located in Columbus.

It follows from this principal objective that the primary purpose of the Association shall be to make effective communication systems available that will permit amateur radio clubs and associations, located in communities throughout the nine counties of its primary coverage area and those that can receive in the surrounding counties, coordinate their activities, and those of their respective civil and private emergency services groups, agencies and organizations, with each other, the ARES, the Ohio EMA, and, via the Ohio EMA, the Federal Emergency Management Agency (FEMA).

In support of this purpose, the Association shall develop and maintain an Association Emergency Management Plan. This Plan shall detail the coordinated usage of the Association’s communication systems during training and in times of actual emergencies with as many of the aforesaid groups, agencies and organizations as is practical and feasible. In support of its principal objective and primary purpose, the Association shall take such measures as may be necessary, to ensure uninterrupted service in the event that an emergency should coincide with the loss of commercial power. Additional Association objectives and purposes include the following:

Section 1

The Association is and shall be non-sectarian and non-partisan. It has and shall have no political affiliation with any political party. It is and shall be nondiscriminatory in conformity with both the letter and spirit of the Constitution of the United States of America and all relevant federal and state laws with respect to the rights of any individual, including but not limited to the following: membership in the Association, the solicitation of support for Association causes, users of the Association’s communication systems, and in the selection of beneficiaries of the Association’s Emergency Services outreach, so long as the exercising of such rights is not detrimental to the Association or any other individual(s) in general.

Section 2

To assist in all forms of emergencies and/or disasters by furnishing communications and/or technical assistance, as needed, to the group/agency/organization headquarters and/or the proper authorities and services responsible for managing such emergencies and/or disasters.

Section 3

To promote close cooperation with emergency groups, agencies, and organizations. Such groups, agencies and organizations shall include, but not be limited to the following:

  • Kettering Medical Center
  • American Red Cross
  • Any authorized civic agency within the scope of the Association’s coverage area

Section 4

To engage in any lawful act or activity for which an association (corporation) may be organized under the general not for profit association (corporation) law of the State of Ohio. The purpose for which the Association (corporation) is organized shall be limited only to the extent and in such manner that such purpose constitutes charitable, scientific and educational purpose within the meaning of Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article 3: Membership

All persons interested in Amateur Radio communications shall be eligible for membership. Membership shall be by application and election upon such terms as the Association shall provide in its By-Laws.

Article 4: Officers

Official Roster Roles: President, Vice-President, Secretary, Treasurer

Section 1. The officers of this Association shall be President, Vice-President, Secretary and Treasurer.

Section 2. The officers of this Association shall be elected for a term of one year by a ballot of the members at the annual meeting.

Section 3. Vacancies occurring between elections shall be filled through appointment by the President, subject to a subsequent vote of approval by the membership, at the first regular meeting following the withdrawal, resignation or removal, which satisfies the voting requirements of this Constitution and its By-Laws.

Section 4. To qualify for nomination and to hold any office, a nominee must have been a full member of the Association, or its predecessor, the Kettering Medical Center Amateur Radio Association (KMCARA), for at least one full year, and must be a current member.

Article 5: Communication System Trustees

Section 1. The Communication System Trustees shall assure that the Association’s communication systems, for which they are responsible, meet the technical performance and operating requirements of the FCC and of the Association. The trustees shall also manage administrative matters relating to the Association’s communications systems, including, but not limited to, ensuring, initial and continuing, coordination of such systems with the Ohio Area Repeater Council.

Section 2. The trustees of this Association shall be elected for a term of 5 years by a ballot of the members at an annual meeting.

Section 3. Vacancies occurring between elections shall be filled by an interim appointment, of a qualified member, by the President. A special election, to allow the membership to select a new trustee, shall be held at the first regular meeting following the withdrawal, resignation or removal, which satisfies the nomination and voting requirements of this Constitution and its By-Laws.

Section 4. The trustee(s) must be a full member(s) of the Association and hold an amateur operator's license consistent with FCC requirements for the highest control capabilities of the communication system for which he/she is responsible.

Article 6: Board of Directors

Section 1. The Association shall have a minimum complement of five (5) Directors. Collectively, the Directors shall be known as the Board of Directors (hereafter to be referred to simply as the Board). When and if the needs of the Association so dictate, the number of Directors on the Board may be changed by a two-thirds majority written vote of the members eligible to vote at a regular Association meeting, following the voting procedures set forth in this Constitution and By-Laws.

Section 2. The members of the Board shall be the Association’s elected President (Board Chairperson), Vice-President, Secretary, and Treasurer and, in addition, another person(s), to be selected from within or outside the membership of the Association (e.g., an outside member could be an accountant, lawyer, Government EMA official, etc.).

Section 3. The Association membership shall select persons to serve on the Board of Directors, for Board seats not stipulated by this Constitution, through a written vote at the annual meeting of the Association.

Section 4. The term of office for Board members shall be one year.

Section 5. The purpose of the Board shall be to oversee the nonprofit corporate business affairs of the Association, and, in so doing, assure that the financial, record-keeping, legal filings, activities, fund raising and all other aspects of the Association’s operations are fully compliant with maintaining the nonprofit state and federal legal status of the Association. It shall also be the responsibility of the Board to clarify, respond to and mediate the wishes of the Association’s membership. The Association’s operations shall, as stipulated elsewhere in this Constitution and By-Laws, be the responsibility of the membership and its elected officials, however, Board decisions shall be final in all matters affecting the nonprofit corporation status of the Association, with one exception: that, by a vote of the membership, the Board must justify that a decision the Board has made falls within the purview of its responsibility, and if it does, the decision remains final.

Section 6. The Board shall meet quarterly or at the request of the Board Chairperson and when requested by a vote of the Association membership.

Section 7. A quorum at meetings of the Board shall be three (3) members and a vote will be considered passed if a majority of the members present votes in the affirmative.

Section 8. All Board meetings will be considered open to the general Association membership unless stated otherwise in the Association’s newsletter or by special letter to the membership. Visiting members shall remain as observers only and shall make no comment on the business at hand unless the Board so votes that general membership comments be heard. Any infraction of this rule may cause the offending member to be expelled from the meeting. A member shall signal his/her wish to comment by his/her uplifted hand. A member wishing to comment will be recognized or denied by the Chairperson, for a Board vote that would grant permission for such comments. The Chairperson may deny membership comments in general or for any specific section of the meeting.

Section 9. The Board Chairperson shall determine what items of business shall come before the Board for discussion or vote. Any Board Member may call for a vote to overrule the Chairperson on any procedure that would limit any business, discussion or comments by a Board or general member. Any Board member, at any time, may call for such an overruling vote, and, without discussion, the Board will vote whether to overrule the Chairperson.

Article 7: Operating Committees

Section 1. The following Standing Committees shall be established and maintained by the Association:

Technical
Emergency Operations
Interference
Membership
Public Information
Science and Education

Section 2. Ad-hoc committees may be established to conduct any special business as may be required. The President shall have the right to appoint, sustain or dissolve all Ad-hoc committees, subject to approval by the membership.

Section 3. The President, subject to approval by the membership, shall appoint the chairpersons of Standing Committees. The Committee Chairpersons shall be responsible to and coordinate their activities with the President and, when appropriate, make status reports to the membership. Additional committee members, as may be required, shall be appointed by the respective chairpersons with the concurrence of the President. In the event a Chairperson determines that the inclusion of non-members on the committee would be beneficial to the Association’s business being conducted, the Chairperson may appoint such persons to the committee, however, only Association members on the committee may vote. Appointees shall serve at the discretion of the appointing official.

Section 4. In the case of tie votes on a Committee, the Chairperson’s decision will be final.

Section 5. Members of the Association may attend any committee meeting, however, they may not participate in the meeting unless they are given a temporary authorization to do so by the Chairperson. Committee discussions and decisions shall be considered to be confidential by all of those attending committee meetings, and shall continue to be treated as such until released to the general membership at a regular meeting, or unless instructed otherwise by the Chairperson. Guests may attend committee meetings only with specific approval by the Chairperson.

Section 6. Except where otherwise provided in this Constitution and By-Laws, the term of office of each chairperson and committee member shall coincide with the term of the appointing member.

Article 8: Executive Council

Section 1. The Executive Council shall consist of the Association’s elected Officers, Communication System Trustees, and the Chairpersons of Standing Committees.

Section 2. The duties and function of this council shall be to attend to any routine matters that may require attention between regular business meetings, and any other matters specified in the By-Laws.

Section 3. The Executive Council may meet, as needed, to plan or attend to said routine matters. Any non-routine business requiring membership approval shall be presented at the next regular business meeting.

Section 4. The immediate past President shall be an ex-officio member of the Executive Council with the specific responsibility of assisting in any unfinished business from his/her administration and to render any further assistance requested by his/her successors.

Section 5. An Ad-hoc Nominating Committee shall be selected by the Executive Council and appointed by the President, at a regular business meeting, two or more months prior to a scheduled election. This committee shall present to the Association a list of candidates, who are qualified and have indicated a willingness to serve, one month prior to the election.

Article 9: Newsletter

Section 1. The Association shall publish a Newsletter. The Newsletter shall be the official organ of the Association and will be the primary means of distributing announcements and notifications to the members.

Section 2. A copy of the Newsletter shall be emailed to each Member to their email address on file. Members are responsible for updating any changes to their email if they wish for the Newsletter to go to a new email address.

Article 10: Association Property

Section 1. In support of its prime emergency services purpose, the Association shall own, lease or rent equipment as may be necessary to maintain and operate one or more Association amateur radio communication systems.

Section 2. The Association may own any such additional equipment as may be necessary or useful in the pursuit of amateur radio activities by its members.

Section 3. Any act, process, or purchase that has a major effect on the use, purpose, or direction of the Association’s property shall proceed only upon approval of the membership, as defined and prescribed in the By-Laws.

Section 4. An inventory shall be maintained of the Association’s property, as prescribed in the By-Laws.

Section 5. Upon request, a list of inventory information shall be made available to any member.

Article 11: Meetings

Section 1. The By-Laws shall provide for regular, special and annual business meetings.

Section 2. Planning, discussion and debate may be conducted in the absence of a quorum, but no vote may be taken.

Section 3. Every regular, special and annual business meeting of the Association shall require the presence of at least one officer. Consequently, any of the aforesaid business meetings, at which no officers are present, shall be considered canceled without further action.

Article 12: Voting

Section 1. The right to vote shall be reserved for members, with voting privileges, as authorized in the Membership Section of the By-Laws, under the heading Membership Categories.

Section 2. Votes may be taken by voice, by a show of hands, or by written ballot subject to the policies and procedures specified in the By-Laws. Written ballots may include typed comments during electronic meetings, absentee ballots sent from a Member's email if it is listed on the roster, and written in-person ballots if it is at a physical meeting. Written ballots will include the three aforementioned methods going forward in this constitution and by-laws.

Section 3. Elections and major or complex issues shall be voted by written ballot. Written ballots can include either physically written ballots, digitally written on electronic meetings, or submitted via email from a Members email if it is listed on the roster. Written vote counts shall include both absentee votes and those submitted by members present for the vote; present either on electronic meetings at the meetings or in person if it is an in-person meeting. Absentee ballots (emails) shall be included in the count when determining whether meeting and voting quorum requirements have been met.

Section 4. The names of candidates for the Association’s elected offices shall be placed in nomination before the membership by the Nominating Committee, and then from the floor, by members who are qualified to vote, at the regular business meeting immediately preceding the scheduled annual election meeting. It shall be permissible for members to hold multiple elected and/or appointed positions in the Association, simultaneously, with the exception that each of the Officer and Board positions must be filled by different individuals. In addition, there shall be no limitations on the number of terms that a member may be elected or appointed to fill any Association position. The permission of a nominee shall be received, in private, prior to placing that person’s name in nomination for an Association office(s).

Article 13: Removals

Section 1. Any elected official of the Association (e.g., Officers, Communication System Trustees, Board members), committee chairperson, committee member, or other appointee may be removed from office in accordance with Section 4 of this article. Appointees may be removed from office, at any time, by the appointing official.

Section 2. The membership of any member may be terminated by a recommendation of the Executive Council as provided for in the By-Laws in the Membership Section under Removals, and in accordance with Section 4 of this article.

Section 3. Any proposed action for removal shall require written notification to the member followed by notification to the full registered membership after a timely delay to allow the member to respond. All notifications shall include the reasons for the action. Appeals may be submitted to the Secretary in writing, and any such writings shall be included in the notification to the membership. Removal procedures shall be detailed in the Association’s Policy Book.

Section 4. An action to remove a member from office or membership shall be final, only when all of the following conditions have been met:

  • A vote of the membership by written ballot at an Association business meeting, following all notifications;
  • A quorum consisting of forty percent (40%) of the membership eligible to vote; and
  • Approval of the action by a two-thirds (2/3) majority of all ballots cast.

Section 5. Anyone removed from membership by this process may ask to be reimbursed an amount not to exceed the prorated balance of the membership dues that he/she has already paid for the current year.

Article 14: Dues

The Association, by majority vote of those present at any Association business meeting, may levy, upon the general membership, such dues or assessments as shall be deemed necessary to conduct the business of the Association. Non-payment of such dues or assessments may be cause for expulsion from the Association within the discretion of the membership.

Article 15: Operating Practices for Members and Nonmembers on Association Systems

Section 1. The use of the Association’s communication systems shall be open to all licensed amateur radio operators who are willing to comply with its Operating Practice Expectations.

Section 2. Operating Practice Expectations include the following:

  1. Amateur radio operators, operating on the Association’s Systems, shall conform to FCC rules, regulations and guidelines.
  2. When using an Association repeater, operators should wait for the courtesy beep before starting to transmit, avoid monopolizing the frequency and make an effort to defer to the communication needs of other stations, especially during times of high usage.
  3. Operators shall exhibit a courteous and friendly attitude toward other amateurs, a high standard of operating practice and inoffensive radio language. Profanity, shady innuendos, cursing, vulgar remarks, and statements or jokes that attack or belittle race, sex, creed, disability or religion are unacceptable on the Association’s communication systems.
  4. Operators shall avoid creating the perception of discourteous operating practices and habits. Likewise, operating practices that may be interpreted by a casual listener as frivolous, vain, senseless, absurd, obnoxious, or that otherwise do not fit in with the attitudes and standards that the Association promotes, should be avoided.
  5. Heated arguments and/or negative comments made either directly or indirectly about individual amateurs are not acceptable, even when provoked.
  6. Actions that damage the Association’s ability to operate or that reduce its reputation and standing with the community, willful damaging of the Association’s equipment, and intentional "jamming" or any act of interference on any radio frequency are unacceptable.

Section 3. All systems of the Association will be controlled to assure their use conforms to the same general standards as herein outlined.

Section 4. Failure to abide by the Association’s Operating Practice Expectations shall be grounds to start proceedings for the withdrawal of permission to use the Association’s systems for nonmembers and removal from membership for members.

Article 16: Internal Revenue Code Section 501(c)(3) Tax Exemption Provisions

Section 1. Limitations on Activities:

No substantial part of the activities of this Association (corporation) shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this Association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of this Constitution and By-Laws, this Association (corporation) shall not carry on any activities not permitted to be carried on (1) by an association (corporation) exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (2) by an association, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. Prohibition Against Private Inurement:

No part of the net earnings of this Association (corporation) shall inure to the benefit of, or be distributable to, its members, its elected or appointed officials, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Association.

Section 3. Dissolution:

In the event that the Association’s (corporation’s) membership, by a three-fourths (3/4) majority, votes for the dissolution of the Association, the officers shall provide for the payment of all debts and liabilities of this Association (corporation) and then donate to the Kettering Medical Center, an Internal Revenue Code Section 501(c)(3) corporation, all remaining properties and assets of the Association.

Should the Kettering Medical Center change its nonprofit status, or decline this gift, then, upon the dissolution of this Association, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Association shall be distributed for one or more exempt purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Ohio.

Section 4. Private Foundation Requirements and Restrictions:

In any taxable year in which this Association (corporation) is a private foundation, as described in Section 509(a) of the Internal Revenue Code, the Association (1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; (2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; (3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; (4) shall not make any investments in such manner as to subject the Association to tax under Section 4944 of the Internal Revenue Code; and (5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Article 17: Parliamentary Authority

When matters of procedure or protocol arise and good order cannot be achieved, using informal and otherwise more civilized means, then the rules contained in the most recent edition of Robert's Rules of Order shall govern, provided the aforesaid Rules are consistent with the most recent version of this Constitution and its By-Laws.

Adoption of Constitution

We, the undersigned, are all of the initial directors of this Association (corporation), and we consent to, and hereby do, attest that this is a true and complete copy of the Constitution of this Association (corporation), adopted by its members on the 29th day of August of the year 2000.

Signatures on File

By-Laws (Policies & Procedures)

1. Membership Categories

1.1. Full Membership

Full membership is open to any licensed amateur radio operator and includes all privileges, as well as rights to hold Association offices and to vote.

1.2. Life Membership

Full membership, with voting privileges and no requirement to pay dues (i.e., optional), shall be conferred on selected individuals. Life membership is hereby established for the founders of the Kettering Medical Center Amateur Radio Association (KMCARA), the organization from which the WC-OH-ARA evolved. Life membership, for other individuals, may be conferred, based on a recommendation of the Association’s Officers and upon approval of the members by a two-thirds (2/3) majority written vote.

1.3. Honorary Membership

Honorary Member status shall be granted to selected individuals, conferring membership without payment of fees, for the following purpose: to honor the person(s) for meritorious acts or services that benefited the Association. Honorary member status entitles the honoree to participate in the Association’s activities and to receive the Association’s newsletter. Honorary members may not hold office and may not vote. Honorary membership is established for any persons who may be recommended by the Association’s Officers and approved by a majority vote of the members present at a regular meeting at which quorum requirements are met.

2. Applications for Full Membership

2.1. The Membership Committee shall be responsible for distributing, receiving, evaluating and processing applications for membership. All members are encouraged to aid potential applicants in making contact with the Membership Committee. The Membership Committee shall be responsible for providing the membership with application point of contact information.

2.2. Applications for membership shall be submitted for a vote of the membership at the first regular meeting after the Membership Committee completes its evaluation of whether the applicant meets the Association’s Qualifications for Membership.

3. Qualifications for Membership

3.1. The applicant shall be provided with a copy of this Constitution and By-Laws at the time the application is submitted to the Association. Prior to being accepted for membership, the applicant must agree to support the objectives, purposes and responsibilities of the Association and, furthermore, to be bound by its rules and operating practices. In effect, the Association is looking for members who support its emergency and public service communications goals.

3.2. To permit an applicant and the Association’s members to become acquainted with each other, the applicant shall attend at least three (3) events, such as, but not limited to, the following:

  • Association meetings.
  • KMC or ARES emergency preparedness drills.
  • Declared disaster/emergency communications operations.
  • Association communication system maintenance sessions.
  • Association-sponsored public service events.

In recognition of the Association’s wide-area emergency communication service objectives, the Membership Committee shall individually tailor event requirements so as to make it feasible, in practical terms, for amateurs located throughout and, where beneficial to the Association’s objectives and purposes, beyond the West Central Ohio area, to become members of the Association.

Furthermore, if an amateur radio operator, through a notable past record of amateur radio service, has demonstrated, either locally or elsewhere, a concurrence with the Association’s objectives and purposes, then, upon a recommendation of the Membership Committee and with the agreement of the President, the event requirements may be waived and the application advanced for a vote by the membership. In this case, having met quorum requirements, a two-thirds (2/3) majority of those eligible to vote at an Association business meeting shall be required for election of the applicant to membership in the Association.

3.3. The Membership Committee shall consider an applicant’s past history and activity in amateur radio to decide whether to recommend acceptance or rejection of an application.