Constitution

FMARC Constitution
Adopted December 14, 2024

PREAMBLE:

The Fort Myers Amateur Radio Club, Inc. is established to provide all members the pleasure and benefits of the association of persons commonly interested in Amateur Radio. The club objectives are to facilitate the exchange of information, to promote knowledge of electronics and amateur radio, to promote good radio operating practices and further the art of Amateur Radio, to sponsor and promote activities relating to amateur radio, to render public service during emergencies and to participate in other appropriate community activities.

ARTICLE I (1) – NAME

The name of this organization shall be the FORT MYERS AMATEUR RADIO CLUB, INC, a 501c3 Corporation in the State of Florida, also to be known as FMARC, hereinafter called “FMARC”.

ARTICLE II (2) – PURPOSES

The purposes for which this organization is formed are:

Section 1
The primary purposes are to operate a non-profit corporation for education and scientific purposes as follows:

– To educate and increase proficiency of its members in the science of radio communications.

– To provide for dissemination of information among its members in the science of radio communications.

– To organize and train units of licensed radio amateurs capable of maintaining radio communications as a public service during periods of emergencies.

– To encourage and sponsor experimental activities in radio communication and electronics, to the end that skills and experience gained in amateur radio will further the application of electronics to the benefit of the public at large.

– To promote the elevation of standards of practice and ethics in the conduct of amateur radio communication.

– To promote the amateur radio hobby through example and provide and maintain open repeaters for the bands authorized for the Amateur Community.

– To assist in carrying out these primary purposes, this corporation maintains and intends to maintain, an active affiliation with the American Radio Relay League (ARRL), Inc., of Newington, CT., the national nonprofit organization of radio amateurs.

Section 2
The general purposes and powers are to have and exercise all rights and powers conferred on nonprofit corporations under the laws of Florida, including the power to contract, rent, buy, or sell personal or real property, provided, however, that this corporation shall not, except to an insubstantial degree engage in activities or exercise any powers that are not in furtherance of the primary purposes of this corporation.

Section 3
No part of the activities of this corporation shall consist of advocating any campaign (including the publishing or distribution of statements) on behalf of any candidate for office. This includes the publishing, forwarding, or distributing of statements with the exception of position statements for persons running for elected positions within FMARC.

ARTICLE III (3) – MEMBERSHIP

Section 1
All licensed amateurs and non-licensed persons are eligible for membership.

ARTICLE IV (4) – Officers and Board of Directors

Section 1
The general management of FMARC shall be vested in the Board of Directors who shall be elected or appointed as provided herein.

Section 2
The officers shall be a President, a Vice-President, a Secretary, and a Treasurer.

Section 3
The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, two Directors and the immediate past-President.

Section 4
The Board of Directors shall fill any unexpired term within 30 days of a vacancy. Such appointment will be for the length of the unexpired term only.

Section 5
No FMARC Officer or Director shall receive, directly or indirectly, any salary or emoluments from FMARC.

Section 6
The President shall be an ex-officio member of all committees.

Section 7
Board members shall take office at the conclusion of the annual meeting at which they are installed.

ARTICLE V (5) — DUTIES OF THE BOARD OF DIRECTORS

Section 1
The Board of Directors shall have control of the property and the affairs of FMARC and shall establish its policies according to its Bylaws and take all necessary and proper steps to carry out the objectives of FMARC.

ARTICLE VI (6) – MEETINGS

Section 1
FMARC shall have Board meetings and shall have General Membership meetings, each held separately.

Section 2
Other meetings of FMARC may be held throughout the year for advancement of the Club objectives. The time and place of such meeting shall be designated by the Board of Directors.

Section 3
Business pertinent to FMARC may be discussed at any general membership meeting and shall be referred to the Board of Directors to be addressed as provided for in the Bylaws.

Section 4
A quorum shall be required for a General Membership meeting. Quorum is defined as 10% of the voting membership, as well as 3 board members.

Section 5
A quorum of 4 board members is required for a Board meeting in order to conduct business.

ARTICLE Vll (7) – MISCELLANEOUS

Section 1
On all questions of order or procedure not otherwise determined by the Constitution or By-Laws, Robert’s Rules of Order constitutes the Standing Rules of order.

Section 2
No member of the club shall dispose of records or property of the Club without the approval of the Board of Directors.

Section 3
The Board of directors shall select the Trustee of the Club license in accordance with Article 97.39 FCC Rules and Regulations. Once selected, the Trustee will hold this position until (1) the license expires, (2) the Trustee resigns, (3) the Trustee is removed from office for cause, as provided for in the Bylaws, (4) the Trustee moves out of the area, (5) the Trustee is deceased.

ARTICLE Vlll (8) – FINANCIAL OBLIGATIONS

All obligations incurred by FMARC shall be solely corporate obligations and no personal liability whatsoever shall attach to or be incurred by any members, Officers or Director or FMARC by reason of any such corporate obligation.

ARTICLE IX (9) – DEDICATION OF ASSETS

The property of this corporation is irrevocably dedicated to educational and scientific purposes, and no part of its net income or assets shall be ever inured to the benefit of any director, officer, or member thereof or to the benefit of any private individual. Upon the dissolution of this corporation, its assets remaining after the payment of, or the provision of, all debts and liabilities, shall be distributed to any organization exempt under Section 501 (c) (3) of the Internal Revenue Code or a Florida non-for- profit corporation.

ARTICLE X (10) – AMENDMENTS

Section 1- Constitution:
Any proposal to amend the Constitution must be submitted to the Board of Directors. Should a proposed amendment have the approval of a majority of the Board, the Board will instruct the Secretary to notify the membership of the proposed amendment at least ten days prior to the meeting at which the vote is to take place. Such notice may be sent by any form of written or electronic communication. Posting notice of such proposed amendment in the FMARC Newsletter that is distributed to the membership by email shall satisfy the notification requirements of this section. A two-thirds majority vote of the returned ballots whether by electronic submission, written or in person voting by the closing date specified in the motion shall be required for adoption of an amendment to this Constitution. Amendments shall become effective on the adoption date as specified in the motion for adoption.

Section 2 – Bylaws:
Any proposal to amend the bylaws must be submitted to the Board of Directors. If the proposed amendment has the approval of a majority of the Board, the Board will instruct the Secretary to notify the membership of the proposed amendment at least ten days prior to the meeting at which the vote is to take place. Such notice may be sent by any form of written or electronic communication. Posting notice of such proposed amendment in the FMARC Newsletter that is distributed to the membership by email shall satisfy the notification requirements of this section. The bylaws may be amended or repealed by a majority of members present and eligible to vote at a duly held membership meeting.

Section 3
No amendment or repeal of the Constitution or Bylaws can be made which is not in harmony with the laws of the State of Florida governing the formation and chartering of a not-for-profit corporation.

Constitution Approved by FMARC Members: November 26, 2024 votes tallied Effective Date: December 14, 2024
Signature: Bob Lewis President

Official signature on file.