Bylaws of the Phil‐Mont
Mobile Radio Club
Form of Organization
Duties of Officers
Board of Directors
Duties and Powers of the Board of Directors
Elections and Terms of Office
Rights and Obligations of Members
Mindful of the duties and obligations of the radio amateurs of our country, its
government and its people, to further and to increase our enjoyment and
proficiency in the hobby of our choosing, and to promote, nurture and to create
good fellowship among and between amateur radio operators, we associate
ourselves for the purpose of forming a club for those amateur radio enthusiasts
interested in mobile radio operation.
ARTICLE 1- NAME
Section 1 - This Association shall be named, known and styled as: The PhilMont Mobile Radio Club. (PMRC), and shall hereinafter be referred
to as the Association.
ARTICLE 2 - FORM OF ORGANIZATION
Section 1 - This Association shall be a nonprofit, non-stock corporation, and no
dividends, pecuniary gain or profit, incident or otherwise, shall be
declared to its members. The corporation shall exist perpetually.
ARTICLE 3 - MEMBERSHIP
Section 1 - Any person holding a valid amateur radio operator's license issued
by the government of the United States of America, shall be eligible
Section 2 - Election of Members
Applications for membership shall be made, in the form prescribed
by the Board of Directors, to the membership committee, which
shall in turn submit said application to the Board of Directors. The
Board of Directors shall cause publication of the names of all
qualified applicants at each General Meeting, and shall also cause
their names, with a brief resume, to be published in the monthly
newsletter. A majority vote of those directors present at the
monthly directors' business meeting next following such publication
shall be necessary for election to membership. Application for
membership, if rejected, cannot be considered again until after six
months have elapsed.
Section 3 - Terminating Membership
Any member in good standing who resigns or terminates his/her
membership for good cause, such as military service, change in
employment location requiring a move from the area, etc., shall be
entitled to reinstate his/her membership by application or
notification to the Board of Directors. There shall be no waiting
period for admission for such applicants.
Section 4 - Honorary Membership
Honorary memberships shall be granted by the Board of Directors.
The Honorary member shall have the same privileges as other
members, except the right to vote.
Section 5 - A copy of the Bylaws shall be provided to each newly elected
ARTICLE 4 - DUES
Section 1 - Annual Member Dues
The annual dues assessed each member shall be as determined by
the Board of Directors. Dues shall be payable in advance on the
first day of January of each year, and the first annual payment
thereof shall be apportioned on a quarterly basis.
Section 2 - Honorary Member Dues
Honorary members shall be free from dues assessment.
Section 3 - Dues Notice
During December of each year, the Treasurer shall send each
member a notice of dues payable for the ensuing year. Such notice
shall be mailed to the member's latest address on file with the
Association. The membership status of any member shall lapse
automatically if dues are not paid by the last day In February,
provided a second dues-payable notice was mailed to the delinquent
member prior thereto.
ARTICLE 5 - LOCATION
Section 1 - The location of the headquarters of the Association shall be
Philadelphia, Pennsylvania or its suburbs.
ARTICLE 6 - MEETINGS
Section 1 - There shall be at least two meetings of the Association each month.
A General Meeting, open to members and guests, shall be held the
first Wednesday of each month at a place designated by the Board
of Directors, the General Meeting shall be devoted to appropriate
business, programs and good fellowship. This mid-month meeting
shall be devoted to the business of the Association, and shall be
attended by the directors and Interested members.
Section 2 - Annual Meeting
The December General Meeting shall be designated the Annual
Meeting of the Association.
ARTICLE 7 - MEETING NOTICES
Section 1 - Regular Meetings
Meeting notices published in the monthly newsletter of the
Association, addressed to the members, shall constitute sufficient
and adequate notice to the members for the purpose of this article of
Section 2 - Special Meetings
Each member shall be entitled to two-week notice of any special
meeting, and each director shall receive one-week notice of a
regular or special meeting.
Section 3 - Special Meetings: General Membership
Special meetings of the general membership may be called by the
President at such times as (s)he may deem necessary, or upon
written request signed by a majority of the Board of Directors, or
upon written request signed by at least 25% of the members of the
Section 4 - Special Meetings: Board of Directors
Special meetings of the Board of Directors shall be called by the
President whenever (s)he shall deem necessary, or at the written
request signed by at least four members of the Board of Directors.
ARTICLE 8 - OFFICERS
Section 1 - Officers
The officers of this Association shall be President, Vice-President,
Secretary and Treasurer.
Section 2 - All officers shall automatically become members of the Board of
Directors for the term of their office.
ARTICLE 9 - DUTIES OF OFFICERS
Section 1 - President
The President shall be the chief executive officer of this
Association: (s)he shall preside at all meetings of the members and
directors: (s)he shall have general and active management of the
business of this Association: (s)he shall see that all orders and
resolutions of the Board of Directors are carried out; (s)he shall
execute all contracts of the Association. Affixing the corporate seal
thereto; (s)he shall have general superintendence and direction of all
other officers of this Association and see that their duties are
properly performed; (s)he shall submit a report of the operations of
the Association for the fiscal year to the Board of Directors and
members at their Annual Meeting, and from time to time shall
report to the Board of Directors and members all matters within
his/her knowledge that may affect this Association: (s)he shall be
ex-officio a member of all standing committees, and shall have the
powers and duties usually vested In the office of President in a
corporation; (s)he shall appoint all committees, except as herein
Section 2 - Vice-President
The Vice President shall be vested with all the powers, and shall
perform all the duties of the President during the absence of the
latter, and shall have such other duties as may, from time to time, be
determined by the Board of Directors.
Section 3 - Secretary
The Secretary shall attend all sessions of the Board of Directors, and
all meetings of members, and act as clerk thereof; (s)he shall record
all votes and minutes of all proceedings in a book to be kept for that
purpose; (s)he shall maintain the official copy of the Bylaws of the
Association and the Procedural Rules of the Association; (s)he shall
send notices of all special meetings to the members, and shall
perform such other duties as may be prescribed by the Board of
Directors or the President, under whose supervision (s)he shall be;
and (s)he shall be custodian of the corporate seal and all of the
books and records of this Association, except as may be otherwise
provided. The Secretary may have, subject to the approval of the
Board of Directors, an assistant to aid him/her in his/her duties.
Section 4 - Treasurer
The Treasurer, under the direction of the Board of Directors, shall
have charge of the funds of this Association, and shall deposit same
in the name of this Association in depositories designated by the
Board of Directors: (s)he shall pay all vouchers or orders properly
attested by the President and Secretary, and shall make a complete
and accurate report of the finances of this Association at each
Annual Meeting of the members, or at any other time upon request
of the Board of Directors. The Treasurer may have, subject to the
approval of the Board of Directors, an assistant to aid him/her in
ARTICLE 10 - BOARD OF DIRECTORS
Section 1 - Board of Directors
The Board of Directors shall be eleven in number, and shall consist
of all the officers of this Association (as set forth in Article 8,
Section 1), six other members elected by the membership and one
member appointed by the President.
Section 2 - Terms
The six members of the Board of Directors elected by the
membership shall be elected for two-year terms, three directors
standing for election each year.
Section 3 - Members
The member of the Board of Directors appointed by the President
shall be selected from the past officers or directors of the
Association, and shall serve for a term of one year.
ARTICLE 11 - DUTIES AND POWERS OF THE BOARD OF DIRECTORS
Section 1 - The property and business of this Association shall be managed by
the Board of Directors.
Section 2 - Powers
In addition to the general powers of the Board of Directors by virtue
of their office, the powers and authority expressly given by law, by
terms of the charter of this Association, and elsewhere in these
Bylaws, the following specific powers are expressly conferred on
the Board of Directors.
To purchase or otherwise acquire for the Association any property,
right or privilege which the Association is authorized to acquire at
such price or consideration, and upon such terms as they deem
expedient; to appoint, to remove or suspend subordinate agents, and
to determine their duties; to determine who shall be authorized, on
behalf of this Association, to sign bills, notices, receipts,
acceptances, endorsements, checks, releases, contracts and any
other instruments; and generally to do all such lawful acts and
things as are not by law, or by charter or by these Bylaws directed
or required to be done by the members.
Section 3 - Board of Directors
Only persons who have been members for one year shall be eligible
for election as an officer or member of the Board of Directors.
ARTICLE 12 - ELECTIONS AND TERMS OF OFFICE
Section 1 - Elections
Elections shall be at the Annual Meeting and shall be conducted in
accordance with rules of election established by the Board of
Section 2 - Vacancies of Offices
In the event of a vacancy in any office or on the Board of Directors,
the remaining members of the Board of Directors shall, by majority
vote, fill such vacancy for the unexpired term.
Section 3 - Removal of Officers or Directors
Any officer or director may be removed by the Board of Directors,
whenever, in the judgment of the Board, the best interest of the
Association will be served thereby. The Board of Directors shall
have the power to select a member to fill any vacancy for the
Section 4 - Ballot
The ballot for the elections in this Association shall be a closed,
Section 5 - Office Eligibility
Any member in good standing for a minimum of one year shall be
eligible to hold office in this Association either as an officer or as a
member of the Board of Directors.
Section 6 - Issues
Each member in good standing shall have one vote on all questions
presented for action at any General Meeting.
Section 7 - Elections
Voting by members at the Annual Meeting shall be either in person
or by absentee ballot; absentee ballots shall be in writing and
accepted from members in good standing when, for any reason, they
cannot attend the Annual Meeting.
Section 8 - The term of office of an officer shall be for one year, commencing
January 1st, or until his/her successor is elected.
ARTICLE 13 - QUORUM
Section 1 - Members
A quorum for the purpose of transacting any business at a General
Meeting of the members shall be at least 25% of the membership. If
the business to be transacted at the meeting has been published in
the official association publication (The Blurb) at least one month
prior to the meeting, a quorum for the purpose of transacting that
business shall consist of the members present and voting.
Section 2 - Board of Directors
A quorum for the purpose of holding any meeting of the Board of
Directors shall be the simple majority of the members of the Board
ARTICLE 14 - PROCEDURAL RULES
Section 1 - Procedural Rules adopted by the Board of Directors or by the
membership, relating to the business of the Association and its
committees, shall be published in the monthly newsletter, and a
permanent copy shall be attached to the official copy of the Bylaws.
ARTICLE 15 - RIGHTS AND OBLIGATIONS OF MEMBERS
Section 1 - Members
No member or officer of this Association shall promise or obligate
this Association to any expenditure or activity without specific
authorization of the Board of Directors.
Section 2 - Board of Directors
The books, accounts and reports of this Association shall be open
for inspection to any member of the Board of Directors at any time.
Members of this Association may, at the discretion of the Board of
Directors, inspect such books, accounts and records or this
Association at such reasonable times as the Board of Directors may,
by resolution, designate.
ARTICLE 16- STANDING COMMITTEES
Section 1 - There shall be such standing committees as from time to time shall
be determined by the Board of Directors.
ARTICLE 17 - ASSOCIATION SEAL
Section 1 - This Association shall have a seal, upon which shall be inscribed the
name of the Association, the year of its incorporation, and the
words, "Incorporated Commonwealth of Pennsylvania."
ARTICLE 18 - AMENDMENTS
Sections 1 - The members of this Association may, by a majority vote of those
members present and voting, alter, amend, suspend, or annul these
Bylaws at any General Meeting or special meeting called for this
purpose, provided that notice of intent to amend has been published
in the official Association publication at least one month prior to the
As Amended 9/19/79, 1/1/86, 9/11/93, 9/4/96, 5/20/13