Note: This is not an original document. This document has been transcribed from a copy of microfilm provided by the Virginia State Corporation Commission. The copy provided by the SCC has the notations BOOK 62 PAGE 258, BOOK 62 PAGE 259, BOOK 62 PAGE 260, BOOK 62 PAGE 261.
The documents from the SCC include a cover sheet with the following statement: The attached documents are “the best available” from microfilm. The original documents submitted for filing were not suitable for microfilming.
Begin BOOK 62 PAGE 258.
ARTICLES OF INCORPORATION OF ALEXANDRIA RADIO CLUB, INC.,
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This is to certify that we do hereby associate ourselves to establish a corporation, not organized for profit, in which no capital stock is required or to be issued, under and by virtue of Chapter 2, Title 13.1, Code of Virginia, 1950 and acts amendatory thereof, for the purposes and under the corporate name, hereinafter mentioned, and to that end we do, by this our certificate, set forth as follows:
a. The name of this corporation shall be ALEXANDRIA RADIO CLUB, INC.,
b. The purposes for which this corporation is organized area as follows:
To provide a means of social contact amongst its members.
To promote better relationship between the radio amateur and the general public.
To extend the knowledge of the radio art.
To prepare for and to participate in radio communications incident to public service during times of disaster or national emergencies and in other activities to promote the public welfare.
To have as part of the organization an amateur radio station located at the Red Cross Chapter House in the City of Alexandria and/or such other suitable locations.
To organize and operate as an RACES and AREC amateur radio group both fixed, portable, and mobile.
To participate in amateur radio activities such as field day and contests and to erect, install, and operate portable or mobile radio stations in all such instances.
To participate in and assist in all State, national and local emergencies at the Board of Directors may from time to time decide.
c. The period and duration of this corporation shall be unlimited and perpetual, and no part of the net income of this non-stock, non–profit corporation is to inure to the benefit of any private stockholder or individual. In the event of dissolution, the assets of the corporation, remaining after the payment of its outstanding liabilities, will be transferred to one or more (Begin BOOK 62 PAGE 259) organizations operating for charitable, educational, or scientific purposes and exempt from Federal income tax under the provisions of section 501(c) (3) of the Internal Revenue Code if 1854, or future amendments thereto, or to a Federal, State, or local government entity to be used for exclusively public purposes.
d. The corporation shall have one class of members,who shall be those persons accepted to membership by the Board of Directors of the corporation. All such members shall have voting rights, which shall include, but not be limited to, the annual election of the members of the Board of Directors of this corporation and such other voting rights as are conferred by the Code of Virginia.
e. A quorum shall consist of to (10) members present at a meeting.
f. The names and places of residence of the initial board of directors (Ed: Proper case was not used in original) of this corporation, which shall initially be six in number, and who shall manage the affairs of the corporation for the first year, unless others are sooner chosen to act in their stead, are as follows:
Rev: 03/11/98
Malcolm Bufton 3923 First Street Sw. Washington, D.C. 20032
Roy Hawkins 2513 Jamaica Drive, Alexandria, Va. 22303
Thomas Johnson 6420 Wildwood Lane, Alexandria, Va. 22310
Robert Lepelletier Jr. 5010 Taney Ave, Alexandria, Va. 22304
Dean May 129 Fourth Street, Woodbridge, Va. 22191
Lynn Wilson 160 Moncure Drive, Alexandria, Va. 22314
g. This corporation shall be one in which no stock is to be issued.
h. The post-office address of the initial registered office is the law offices of Stephen G. Creeden, 7138 Lanier Street, Annandale, Virginia; and the name of the initial registered agent is Stephen G. Creeden, who is a resident of Virginia and a member of the Virginia State Bar, and whose business office is the same as the registered office of the corporation.
(Begin BOOK 62 PAGE 260) Signed with our own hands this 26th day of January, 1970. (The remainder of this page is signatures of the officers and the witness statement of a notary)
(Begin BOOK 62 PAGE 261)This page is an order from the SCC dated January 30, 1970, stating that a certificate of incorporation be issued.
By-Laws of the Alexandria Radio Club, Inc.
Article I. PREAMBLE
Section 1.01 The Alexandria Radio Club, Inc. adopts these By Laws to aid the governance of the organization. The Alexandria Radio Club, Inc. is a Virginia corporation as of 1970 and is governed by its Articles of Incorporation which serve in place of a constitution. These By-Laws are subordinate to the Articles of Incorporation. In case of any conflict between these documents, the Articles of Incorporation shall take precedence over the By Laws.
Article II. REVISION OF THESE BY-LAWS
Section 2.01 The procedure for revision of these By-Laws shall be as follows:
(a) A proposal to change these By-Laws must be submitted in writing to the Board of Directors.
(b) The Board of Directors shall present to the membership the proposal as a motion at the first or second regular business meeting after the proposal was presented to the Board of Directors.
(c) A written copy of the proposal shall be made available to all members within one week after the meeting where it is presented to the membership.
(d) A vote on the motion shall be taken no later than the second regular business meeting after it was presented to the membership.
Section 2.02 A proposal to revise these By-Laws requires a 2/3 majority of the members in good standing in order to pass.
Article III. MEMBERSHIP
Section 3.01 As specified in the Articles of Incorporation, there is only one class of membership.
Section 3.02 Each member shall have one vote on any issue that comes before the membership, provided that the member’s dues are paid and current.
Article IV. DUES
Section 4.01 At the January meeting each year, the Board of Directors shall specify, and the membership shall ratify, the amounts of the annual dues for Regular and Family memberships. These amounts of annual dues shall be stated in whole dollars.
Section 4.02 The amount for a Family membership shall be calculated as follows:
(a) Divide the amount for a Regular membership in half.
(b) If that amount includes a fractional portion of a dollar, then the amount shall be adjusted upward to the next whole dollar, and the adjusted amount shall be the dues for a Family membership.
(c) If that amount does not include a fractional portion of a dollar, then the amount shall be the dues for a Family membership.
Section 4.03 Dues shall be considered to be paid on the date of a regular Club business meeting. Annual dues shall cover the month in which they are paid and the following eleven months.
Section 4.04 If a member fails to pay dues and becomes three or more months in arrears, then the member shall no longer be considered to be in good standing. A member shall be returned to good standing upon payment of the annual dues, including the months in arrears.
Section 4.05 If a member becomes more than twelve months in arrears, then that person shall cease to be a member of the Club and shall be removed from the membership roster.
Section 4.06 For the purposes of assessing dues, there shall be four types of membership.
(a) Regular membership shall be held by those who have paid the annual dues.
(b) Family membership shall be held by each by additional family member of a Regular member who has paid the established annual dues. To qualify for a Family membership, a person must be a member of the immediate family of the Regular member and they must reside at same address.
(c) Special membership may be granted by the Board of Directors to a group of non-members as an encouragement to join the Alexandria Radio Club, Inc. A Special membership shall be for no more than six months. The Board of Directors may reduce the amount or waive the payment of dues for a Special membership. When the amounts of annual dues is reduced, the amount shall be stated in whole dollars.
(d) Honorary Lifetime membership may be granted to an individual who has done extraordinary service to the Club. Such an individual shall be nominated by the Board of Directors. The nomination shall be confirmed by a 2/ 3 majority vote of the members in good standing. An Honorary Lifetime membership shall not expire. An Honorary Lifetime membership shall not be assessed dues.
Article V. REVOCATION OF MEMBERSHIP
Section 5.01 If the Federal Communications Commission (FCC) revokes for cause a members Amateur Radio license, then that individual’s membership in the Club shall be automatically revoked.
Section 5.02 The Board of Directors may revoke the membership if an individual who brings discredit to the Club. In which case, the Board of Directors shall provide the member with a written notification of the revocation.
Article VI. MEETINGS
Section 6.01 The Club shall hold a general business meeting on the second Friday of each month.
Section 6.02 Additional meetings may be called only by the President of the Club.
Section 6.03 As specified in the Articles of Incorporation, ten members shall constitute a quorum for the transaction of business.
Article VII. PARLIAMENTARY AUTHORITY
Section 7.01 Robert’s Rules of Order shall govern the Club in all cases where they are applicable unless superseded by the Articles of Incorporation or By Laws of the Club.
Article VIII. CLUB GOVERNANCE
Section 8.01 General
(a) At the November meeting each year the Club membership shall elect four officers: the President, the Vice President, the Secretary, and the Treasurer. These four officers shall constitute the Board of Directors.
(b) The officers of the Club shall have a term of one year from January 1 to December 31 each year.
(c) No officer shall serve more than two consecutive terms in any one position.
(d) At the January meeting each year, each of the four officers who served in the previous year shall make a report to the Club membership.
(e) At the January meeting each year, the officers for that year shall present to the membership for ratification a budget for the current year. The budget shall include expected income, expenses, and the amount of dues to be assessed during the year. If the membership should fail to ratify the budget, then an amended budget must be submitted.
Section 8.02 Each officer of the Club must hold a valid Amateur Radio license during the term of office. The President must have been licensed for a period of at least two years before taking office.
Section 8.03 Should an officer of the Club resign or otherwise be unable to serve, the following shall apply.
(a) In the case of the President, then the Vice President shall assume the duties of the President for the remainder of the term.
(b) In the case of an officer other than the President, a replacement shall be elected at the next general membership meeting.
(c) In the case of the President or the Treasurer, then an Audit Committee shall be appointed.
Section 8.04 Audit Committee
(a) The Audit Committee shall be an ad-hoc committee comprised of at least three members who are not officers in the current year and who were not officers in the previous year. The Audit Committee shall complete its work and present a written report to the membership at the next business meeting following its appointment.
(b) At the January meeting each year, the President for that year shall appoint an Audit Committee which shall review the Club’s transactions from the prior year and perform an audit of Club’s records.
(c) If the office of Treasurer becomes vacant during the year, the President shall appoint an Audit Committee which shall review the Club’s transactions for the current year and perform an audit of Club’s records.
(d) If the office of President becomes vacant during the year, the new President shall appoint an Audit Committee which shall review the Club’s transactions for the current year and perform an audit of Club’s records.
Section 8.05 Accounts and Assets
(a) All assets and accounts owned by the Alexandria Radio Club, Inc. shall be registered in the name of the Club and not in the name of any individual member. For the purpose of this paragraph, the word ‘name’ shall be understood to include tax identifiers and other identifiers used by governmental agencies.
(b) Any account that the Club has with a financial institution shall be an account that requires the signatures of two officers in order to withdraw or to disperse funds.
Article IX. OFFICERS
Section 9.01 Duties of the President
(a) The President shall preside at all meetings of the Club and of the Board of Directors.
(b) The President shall serve as chairman of the Board of Directors.
(c) The President shall conduct all meetings in accordance with the Club By-Laws and decide all questions of order.
(d) The President shall sign all official Club documents and correspondence.
(e) The President shall serve as official representative of the Club and perform all recognized customary duties of President.
(f) The President shall vote at meetings only in case of a tie.
Section 9.02 Duties of the Vice President
(a) The Vice President shall assume the duties of the President in the President’s absence.
(b) The Vice President shall perform those duties delegated by the President or Board of Directors.
Section 9.03 Duties of the Secretary
(a) The Secretary shall record and keep the minutes of all meetings of the Club and the Board of Directors.
(b) The Secretary shall maintain an accurate roster of the membership and provide meeting notifications to the membership.
(c) The Secretary shall be responsible for Club mail and correspondence.
(d) The Secretary shall serve as the Club Historian.
(e) The Secretary shall perform such duties as delegated by the President or Board of Directors.
Section 9.03 Duties of the Treasurer
(a) The Treasurer shall manage all financial transactions of the Club in accordance with the rules of the Club and generally accepted accounting principles.
(b) The Treasurer shall maintain accurate records of all accounts and financial transactions.
(c) The Treasurer shall maintain a list of all assets and capital equipment owned by the Club.
(d) The Treasurer shall submit all accounting documentation to the Audit Committee when requested.
(e) The Treasurer shall perform such duties as delegated by the President or Board of Directors.
