ECARS Bylaws

BYLAWS

PREAMBLE:

The East Coast Amateur Radio Service, Inc. (“ECARS” or the “Corporation”) was organized in December 1968 with the purpose of providing public service through the medium of Amateur Radio. All ECARS-sanctioned on-air activities shall be conducted pursuant to Amateur Radio regulations, and shall be consistent with good Amateur Radio practice. The corporate function shall be separate and distinct from on-air operations to the extent practicable, subject to Amateur Radio regulations. ECARS shall strive to provide a high level of service to its members (the “Membership”).

The official publication of ECARS shall be The Monitor.™ The appearance of notices and other information in The Monitor or on an Internet site operated and maintained by ECARS (“Web Site”) shall constitute notice pursuant to Bylaw 2.5 and general publication to the Membership (individually and collectively, “Publish”, “Publication”, or “Publishing”).

These Bylaws shall be adopted and effective upon approval by a majority of the Full members who cast ballots in a referendum held for such purpose, and once adopted shall repeal and replace any and all prior ECARS bylaws and constitutions.

ARTICLE 1 - STATEMENT OF NON-PROFIT STATUS

The Corporation shall not be conducted or operated for profit, and no part of any net income or monetary surplus from dues or donations shall inure to the benefit of any member or individual.

ARTICLE II - BOARD OF DIRECTORS

2.1 GENERAL POWERS.
The business affairs of the Corporation shall be managed by its Board of Directors (the “Board of Directors”, the “Directors”, or the “Board”). The Directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these Bylaws.

The Board of Directors may conduct business by electronic means consistent with Bylaws 2.5, 2.6 and 2.7 so long as reasonable rules of order are observed in conducting said business. The Board of Directors shall, annually, determine membership dues on the basis of financial need of the Corporation.

2.2 NUMBER, QUALIFICATION AND TENURE.

2.2A - NUMBER OF DIRECTORS.
The number of Directors of the Corporation shall be not more than five (5) nor less than one (1), the precise number to be fixed by resolution of the Directors from time to time, or as circumstances warrant.

2.2B - QUALIFICATIONS OF DIRECTORS.
To be eligible to seek the office of Director, a candidate must be a Full Member of ECARS for one (1) year. A Director shall be a citizen of the United States of America or Canada or their respective possessions and/or territories.

2.2C - ELECTION AND TERM OF OFFICE.
(a) The Directors shall be elected annually, subject to paragraph (d) of this Bylaw, by majority vote of ECARS members who submit properly executed ballots. If a vacancy (or vacancies) occurs, the remaining Directors shall, by majority vote, appoint Directors to fill up to three (3) vacancies on the Board and serve the remainder of the respective terms, or until the next annual ECARS election, which ever shall occur sooner.

(b) The initial Directors shall each serve a term of one year, unless otherwise specified in his Bylaw 2.2C, and may be re-elected by the Membership. Thereafter, the Directors shall establish staggered terms as follows: (1) if two Directors are elected to the Board of Directors, one Director shall serve a two-year term, with his or her successors serving two-year terms thereafter, and one Director shall serve a one-year term, with his or her successors serving two year terms thereafter; (2) if three Directors are elected to the Board of Directors, two Directors shall serve two-year terms, with their successors serving two-year terms thereafter, and one Director shall serve a one-year term, with his or her successors serving two-year terms thereafter; (3) if four Directors are elected to the Board of Directors, two Directors shall serve two-year terms, with their successors serving two-year terms thereafter, and two Directors shall serve one-year terms, with their successors serving two year terms thereafter; (4) if five Directors are elected to the Board of Directors, three Directors shall serve two-year terms, with their successors serving two-year terms thereafter, and two Directors shall serve one-year terms, with their successors serving two-year terms thereafter.

(c) Subject to paragraph (d) of this Bylaw, each Director shall hold office until his or her term expires or until a
qualified successor shall be elected, or until his death, resignation, incapacity to serve, or removal.

(d) Notwithstanding anything to the contrary in these Bylaws, the terms of the initial Directors elected under these Bylaws shall expire on January 15, 2006, elections for the corresponding Board seats to be held no earlier than December 2005.

2.3 REGULAR AND ANNUAL MEETINGS.

2.3A - MEETINGS.
The term “meeting” shall include, but not be limited to, the act of meeting of the Directors in the presence of each
other at the same geographic location, by telephony, and business conducted and concluded electronically, e.g., electronic mail. The Board shall make reasonable allowances for absences of Directors. An absent Director may authorize another Director to submit a vote on the absent Director's behalf, said authorization to be given in written form in advance, with copies promptly transmitted to all other Directors and the Secretary, and valid for no longer than thirty (30) consecutive days unless a longer period is approved by the Board.

2.3B - REGULAR MEETINGS.
A regular meeting of the Directors shall be held subject to the notice requirements of Bylaw 2.5 of this Article. The Directors may provide, by resolution, the date, time, place, and manner for the holding of additional regular meetings, subject to Bylaw 2.5.

2.3C - ANNUAL MEETINGS.
An Annual Meeting of ECARS will be co-coordinate and conducted by the President of ECARS, The President shall, on an annual basis, and no later than March 1st appoint a committee of two members to oversee the arrangements for an Annual Meeting. The committee shall report frequently to the President and conclude all arrangements for the Annual Meeting on or near May 1st. Upon Acceptance of the proposed arrangements for the Annual Meeting by the Board of Directors, the Board shall direct that a notice be published, which shall include: (1) The date, time, location and any other relevant information pertaining to the Annual Meeting and (2) Invite submissions of agenda items for the Annual Meeting from the Membership, to be received by the Secretary no fewer than (10) ten days prior to the date of the Annual Meeting. All agenda items submitted to the Secretary shall be promptly forwarded to the President and Board of Directors, who will place all approved items on the agenda for the Annual Meeting. At the conclusion of the Annual Meeting, the Board of Directors for their approval will review the proceedings. There must be at the minimum, three members of the Board of Directors present at the Annual Meeting.

2.3D - CHAT FORUMS.
A chat forum may be convened by any member of the Board of Directors upon five (5) days notice through Publication and announcement on the net. The purpose of a chat forum shall be to discuss various issues and generate input from the A net control operator designated by the Board or President shall take minute o respect the view points of others. After the close of a chat forum, the minutes of the forum shall be promptly forwarded to the President who shall direct that the minutes be Published.

2.4 SPECIAL MEETINGS.
Special meetings of the Directors may be called by or at the request of any two Directors. The person or persons authorized to call special meetings of the Directors may fix the date and time for holding any special meeting of the Directors called by them, pursuant to Bylaw 2.5. The Directors, by majority vote, shall fix the place and manner of any special meeting.

2.5 NOTICE.
Notice of meetings may be given electronically, in writing sent by mail or courier service, by telephone, or by facsimile. Notice may also be given by radio signal, as appropriate. Notice may be effected through Publication. Notice of any regular meeting shall be given at least seven (7) calendar days prior thereto, and notice of any special meeting shall be given at least three (3) calendar days prior thereto, by written notice sent by electronic or surface mail to each Director at his address of record. If mailed, such notice, shall be deemed to be delivered when transmitted electronically or deposited in surface mail so addressed with postage thereon prepaid or by 48 hours notice delivered personally, or by telephone, telegraph, or facsimile. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. No notice of any meeting of the Board of Directors need state the purposes thereof. Meeting notices and meeting agendas may, in the discretion of the Board, be Published as the Board deems appropriate.

2.6 QUORUM.
At any meeting of the Directors, a majority shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

2.7 MANNER OF ACTING.
The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if, prior to such action, written consent thereto is issued by all members of the Board, or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee. The Board, in its discretion, may elect a chairman.

2.8 CONDUCTING BUSINESS BY ELECTRONIC MAIL.
If business is being conducted by electronic mail, a Director who fails to respond to an outstanding matter of business more than five (5) calendar days after the corresponding motion is transmitted shall be deemed absent, and his vote shall not be counted.

2.9 NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason except that removal of Directors without cause may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists. A Director elected to fill a vacancy caused by resignation, death, or removal shall be elected by the Board to hold office for the unexpired term of his predecessor. Terms of office for new Directors shall be staggered appropriately, consistent with Bylaw 2.2C(b).

2.10 REMOVAL OF DIRECTORS.
Any or all of the Directors may be removed with or without cause by two-thirds majority vote of the Membership, provided that the Director to be removed is given reasonable notice.

2.11 RESIGNATION.
A Director may resign at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. A Director who fails to respond to outstanding business, or attend any Board meeting, three (3) times in any consecutive twelve (12) month period shall, by operation of this Bylaw, have resigned from the Board effective as of the date and time of transmittal of notice from which the item of business arose, and which shall render the Director’s seat vacant. Directors are presumed to have reviewed and understood this provision and thereby waive any obligation on the part of ECARS to provide notice, if any. A Director who resigns by operation of this Bylaw may be reinstated only by unanimous vote of the Board upon its acceptance of a compelling reason for the Director’s failure to respond, provided that resignation pursuant to this Bylaw occurs prior to June 1.

2.12 COMPENSATION.
All Directors and appointees shall serve solely on a voluntary, uncompensated basis.

2.13 PRESUMPTION OF ASSENT.
A Director of the Corporation who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by electronic mail or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

2.14 COMMITTEES.
The Board of Directors, by resolution adopted by a majority of the Board, may designate one or more ad hoc or standing committees, each committee to consist of three or more persons, which shall have such name or names and shall have and may exercise such powers of the Board of Directors in the management of the business and affairs of the Corporation, as may be determined from time to time by the Board of Directors; provided, however, that no committee shall have the power to amend or repeal any resolution or action of the Board of Directors, and no committee shall have the authority of the Board of Directors in reference to (1) amending the Certificate of Incorporation or Bylaws of the Corporation; (2) adopting a plan of merger or consolidation; (3) the sale, lease, exchange, or other disposition of all or substantially all of the property and assets of the Corporation; or (4) a voluntary dissolution of the Corporation or a revocation of any such voluntary dissolution.

(a) A committee shall act by majority vote of its members, and shall conduct business, pursuant to Bylaws 2.3A, 2.3B, and 2.5 of this Article. The principles set forth in Bylaws 2.8 and 3.10 shall apply to committee proceedings.

(b) The Board of Directors, by resolution adopted in accordance with paragraph (a) of this Bylaw, may designate one or more Directors as alternate members of any such committee, who may act in the place and stead of any absent regular committee member.

(c) The Board of Directors shall have power at any time to remove any member of any committee, with or without cause, and to fill vacancies in and to dissolve any such committee.

2.15 COMMUNICATIONS.
Expression and/or communication of any kind that in any way pertains to the views, opinions, or positions of one or more Directors in their official capacity, or reflects a statement of policy of ECARS may not be conveyed to the public or parties outside ECARS without the express approval by a majority of Directors, unless conveyance is expressly authorized in advance. Copies of communications shall be retained by ECARS pursuant to Bylaw 9.1 when otherwise directed by the Board of Directors. Directors shall maintain the confidentiality of matters such as, but not limited to, membership status and changes thereto. Notwithstanding the foregoing, the President or Secretary of the Corporation may issue correspondence, which is consistent with the established views of the Board concerning ECARS matters. Copies of such issued correspondence shall be immediately submitted to the Board and are subject to Bylaw 9.1.

2.16 DELEGATION OF DUTIES.
In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such officer to any officer or to any Director. However, the Board must act with reasonable diligence in filling any vacancy.

2.17 PUBLICATION OF BOARD BUSINESS.
The Board of Directors shall, on a quarterly basis, Publish a summary of business matters conducted by the Board during that quarter. Notwithstanding the foregoing, matters pertaining to membership status or legal matters shall not be Published unless the Board so approves, by unanimous vote. Summaries shall be timely prepared by the Secretary or other officer designated by the Board in a format approved by the Board.

ARTICLE III - OFFICERS

3.1 QUALIFICATIONS.
Any Full Member of ECARS who has been a member in good standing for (1) one year from their membership anniversary date shall be eligible for elected office. An officer of the corporation shall be a citizen and resident of the United States of America or Canada who holds a valid Amateur Radio license issued by the government of his domiciliary.

(a) Should a sufficient number of Board or officer posts become vacant for any reason, the effect of which renders the Corporation without the ability to ordinarily conduct business according to these Bylaws, the President or his successor shall be empowered to, and shall, within 5 days (1) resume the conduct of Corporation business as is reasonably necessary and prudent, consistent with these Bylaws and the Certificate of Incorporation, (2) fill up to three Board or officer vacancies by immediate appointment, and (3) announce an election of Directors to be held, consistent with these Bylaws, within 60 days of the date of resumption of Corporation business, and Publish the announcement.

(b) The President may appoint ad hoc committees for any purpose reasonable and necessary to carry out Corporation activities, including, but not limited to, nominating committees and ballot counting committees. The President shall not appoint a committee whose purpose would be duplicative of a committee appointed by the Board of Directors pursuant to Bylaw 2.14. Any committee thus appointed may also be dissolved by the President upon conclusion of the committee’s work, or if the purpose for which the committee was created has been served or is no longer an issue. Notwithstanding the foregoing, only the Board of Directors may dissolve a ballot counting committee, upon conclusion of its work, or if the Board concludes that irregularities have occurred.

(c) The President shall provide procedures and guidance to committees as necessary, and shall confer closely with committees in fulfilling committee tasks and obligations. Appointments of the President expire with the term of the President whether the expiration is due to resignation, recall, or any other reason. However, appointees may, at the discretion of the President, remain on a committee or committees.

(d) The President shall promptly direct that the Secretary’s Annual Report and the Treasurer’s Annual Report be Published.

(e) The President shall appoint a Net Manager, who shall serve at the discretion of the President.

(f) The President shall appoint an editor of The Monitor, and an editor of the Web Site. The respective Editors shall serve at the discretion of the President.

(g) The President shall appoint a Director of Public Relations, who shall serve at the discretion of the President.

3.7 VICE PRESIDENT.
The Vice President shall perform such duties as are generally performed by Vice Presidents. The Vice President shall perform such other duties and exercises such other powers as the President, in his or her absence. The Vice President shall fill a vacancy in the office of President.

3.8 SECRETARY.
The Secretary shall keep the minutes of the Directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required, be custodian of the corporate records, be custodian of the seal of the Corporation, if any, keep a register of ECARS members, and in general perform all duties incident to the office of Secretary and such other duties as may be assigned to him by the President or by the Board of Directors. Prior to completion of his or her annual term of office, the Secretary shall submit an annual report of the significant activities of the current term (the “Secretary’s Annual Report”) to the Board of Directors and the President, and promptly convey in an orderly manner any instruments of the office to his or her successor, taking due care to preserve said instruments.

3.9 TREASURER.
If required by the Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Directors. Prior to completion of his or her annual term of office, the Treasurer shall submit an annual report of Corporation receipts and expenses (the “Treasurer’s Annual Report”) to the Board of Directors and the President, and promptly convey in an orderly manner any instruments of the office to his or her successor, taking due care to preserve said instruments.

3.10 COMPENSATION.
All officers and appointees shall serve solely on a voluntary, uncompensated basis.

ARTICLE IV - DUTIES OF APPOINTEES

4.1 APPOINTEES.
ECARS appointees shall carry out their duties subject to these Bylaws.

(a) The Director of Public Relations shall, pursuant to the direction of the Board of Directors and the President, promulgate such information and data pertinent to, for, and in behalf of the Service to outside publications, bodies, and organizations related or unrelated to Amateur Radio. The Director of Public Relations shall report to the President.

(b) The Editor of The Monitor shall be responsible for its publication pursuant to the direction of the Board of Directors and the President. The Editor shall report to the President, and shall request from the President or his appointees, assistance that may be needed in assembling and distributing The Monitor. The Editor shall distribute four issues of The Monitor annually, as near as possible to February 1st, June 1st, October 1st, and December 1st. Particular attention shall be paid to timely publication and mailing of the June and December issues.

(c) The Editor shall Publish in the December issue of The Monitor a certified ballot of candidates for ECARS Directors and officers. The December issue of The Monitor shall be prepared and mailed no earlier than December 1st nor later than December 5th, so as to conform with Article V of these Bylaws. Copies of the December issue of The Monitor, including the certified ballot portions, shall be posted on the Web Site no later than December 5, and promptly forwarded to the Net Manager. No one person may serve as Editor of The Monitor or Web Site while holding ECARS office or serving on the Board of Directors.

(d) The Net Manager may appoint, as many, Area Coordinators or Assistant Net Managers as necessary for the efficient operation of the nets. The Net Manager shall supervise net operations and encourage adherence to good Amateur Radio practices by Area Coordinators, Assistant Net Managers, and net participants. The Net Manager shall report to the President on a monthly basis.

(e) Area Coordinators and Assistant Net Managers shall assist the Net Manager as he or she directs. In the absence of the Net Manager, Area Coordinators or Assistant Net Managers shall have the authority to manage the nets on a temporary basis, subject to supervision by the President.

ARTICLE V - ELECTIONS

5.1 ELECTION OF DIRECTORS AND OFFICERS.
Directors and officers shall be elected subject to these Bylaws.
In order to provide the Membership with a reliable, democratic election process, elections shall be conducted in a fair, impartial, and open matter. Those charged with conducting an election shall take all steps necessary to ensure that all election activities are properly and truthfully executed, and that the results are accurately determined.

(a) Elections shall be held for officers on an annual basis in December, and as appropriate for Directors in December as their respective terms draw to a close, subject to Bylaw 2.2C.

(b) Prior to October 15 of each year, the President shall designate a Nominating Committee consisting of no fewer than three Full Members for the purpose of certifying nominated candidates for Board of Directors and each administrative office. Any Member serving in this capacity may not hold any elected position in the organization. A Member serving on the Nominations Committee shall render him ineligible for nomination during that years election. However serving on the committee shall not subsequently affect a Member's eligibility to accept nomination when not serving on the committee.

(c) Any Full Member may nominate eligible members as candidates for Director or offices upon prior consent there from, by submitting written or electronic (email) nominations to the Chairman of the Nominating Committee. To ensure open and fair elections, no nominee once nominated, shall be eligible for the candidacy for a different post during the election period. A Nominee may withdraw from the position for which he or she was nominated prior to November 25th, the date nominations shall be closed. In selecting candidates the Nominating Committee shall consider each candidate's qualifications, experience, conduct and other relevant information. The Nominating Committee shall, with the assistance of the Secretary, promptly certify from the pool of nominations received, a ballot of candidates ( the "Certified Ballot"), and forward the Certified Ballot to the editors of the Monitor and the Web Site for receipt no later than November 30eth for immediate publication, and shall also be immediately forwarded to the Net Manager. Ballots may as appropriate include proposed amendments to the Bylaws, subject to Article VI of these Bylaws

(d) Nominations shall close on November 25, and ballots shall be certified no later than November 30.

(f) A Full member shall vote by completing a single ballot, voting only for one candidate per post, or in the affirmative or negative on any ballot measure, and submitting it for receipt by a ballot counting committee, as specified on the ballot, no later than December 30th, at which time the election shall officially close. Electronic voting (e.g., by e-mail) shall be permitted consistent with this Bylaw 5.1(e). Electronic voting shall be conducted pursuant to rules adopted by the Board of Directors, said rules to be Published no fewer than 30 days prior to an election. The Board shall revise electronic voting rules from time to time, as needed. However, no revisions shall be made after Publication without a compelling reason, which shall, along with the revisions, be promptly Published.

(g) A ballot counting committee shall certify the election results no later than January 10, and simultaneously report the results to the Board of Directors, the President, the Net Manager, and the respective elected candidates no later than January 10. The certified election results shall be promptly Published.

(h) Newly elected Directors and officers shall assume their posts on January 15.

(i) The Board of Directors may establish reasonable election rules consistent with fairness and subject to this Bylaw 5.1, said rules to be Published no fewer than 30 days prior to an election. The Board may revise the election rules from time to time, as needed. However, no revisions shall be made after Publication without a compelling reason, which shall, along with the revisions, be promptly Published.

ARTICLE VI - AMENDMENTS

6.1 AMENDMENTS.
These Bylaws may be altered, amended or repealed and new bylaws may be adopted by a vote of the majority of members submitting ballots on the issue.

(a) Proposals for amendments shall be submitted to the Secretary in writing. The Secretary shall promptly forward amendments to the Board of Directors for review prior to Publication, which shall be effected by the Board no later than 30 days from receipt by the Secretary. The Board of Directors may edit proposed amendments as to form, so long as original proposals are not substantively changed. Notwithstanding the foregoing, proposed amendments inconsistent with the Certificate of Incorporation or Bylaws, or state or federal laws and regulations, shall not be balloted, and members whose proposals are not balloted shall be promptly so informed.

(b) The Board of Directors shall determine whether a proposed amendment shall be voted upon during the annual election or in a special referendum to be called by the Board. Votes shall not be solicited fewer than 30 days from the date of Publication of a proposed amendment

(c) Balloting of amendments shall be conducted in open and fair manner, consistent with these Bylaws.

ARTICLE VII - MEMBERS

7.1 ECARS MEMBERSHIP.

7A - MEMBERSHIP CATEGORIES.
There shall be two categories of ECARS membership, Full and Associate, available to those who satisfy the requirements of this Bylaw, and have paid annual dues, which are not refundable:

(a) Full Membership: To be eligible for Full membership, an applicant must hold of a valid internationally recognized Amateur Radio license granting operating privileges on frequencies where the ECARS nets are conducted. The right to vote and all other privileges, subject to Bylaws 2.2B and 3.1, shall be extended to individuals granted Full membership.

(b) Associate Membership: To be eligible for Associate membership, an applicant must have a genuine interest in Amateur Radio, but need not hold an Amateur Radio license. All privileges of Full membership, with the exception of voting privileges and eligibility to hold elected office, are extended to Associate members.

7B - MEMBERSHIP DURATION.
Membership duration shall be for the period of one year and shall be renewable on the anniversary date of the member’s enrollment in ECARS. Adjustments to the amount of dues shall be made by majority vote of the Board of Directors. A person who submits an application for membership after September 30th shall not be eligible to vote in the election of that calendar year. Payment of dues shall be submitted to the Secretary or the Corporation as determined by the Board of Directors from time to time.

7C - APPLICATIONS FOR MEMBERSHIP.
Applications for ECARS membership or renewal of membership shall be submitted to the Secretary. The Secretary shall have the authority to grant membership, but may refer any application to the Board of Directors for review, as he or she deems reasonably appropriate, or shall so refer upon request from the Board of Directors. The Board of Directors may, in its sole discretion, decline to extend membership to any applicant after review and consideration of the application and available, relevant information. Prompt notice shall be given by the Secretary to applicants whose applications for membership are declined.

7D - MEMBERSHIP STATUS.
All members are members at will, and termination of membership by the Board of Directors shall be permitted for good cause upon 10 days written notice by sending to the member a Notice of Termination. A member who receives a Notice of Termination may appeal the decision in writing to the Board of Directors. Appeals must be sent to the Secretary, postmarked within 10 days of receipt, to be considered by the Board of Directors. Decision on appeal shall be promptly rendered and shall be final. Termination proceedings shall be conducted in a fair manner, entirely and only in writing by surface mail only. The Board of Directors may establish reasonable rules for termination proceedings and revise said rules from time to time, as necessary.

ARTICLE VIII - CORPORATION ASSETS, FINANCES, CONTRACTS

8.1 MANAGEMENT AND CONTROL OF CORPORATION ASSETS.
The Board of Directors and officers shall exercise lawful control over the Corporation’s physical and financial assets, and intellectual property of any kind, including, but not limited to, trademarks and service marks, copyrights, Internet domain name registrations, and Web Site content (the “ECARS Intellectual Property”). Any person who obtains, creates, or maintains any ECARS Intellectual Property does so exclusively on behalf of the Corporation, and shall claim no right or interest thereto.

8.2 DEPOSITS.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in a federally insured financial institution(s) in the United States.

8.3 CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. A complete and accurate record of all receipts, deposits, and disbursements shall be prepared by the Treasurer on a monthly basis and promptly submitted to the Board of Directors (the “Treasurer’s Monthly Report”), or as frequently as the Board directs. Only elected officers and Directors shall execute corporation checks or other instruments. No committee, appointee, or other persons or agents shall be given authority to access Corporation funds or accounts for any reason without the unanimous resolution of the Board of Directors. Any such resolution shall include a sunset clause.

8.4 LOANS.
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No Corporation funds shall be loaned or gifted to any ECARS member for any reason.

8.5 CONTRACTS.
The Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

ARTICLE IX - COMMUNICATIONS

9.1 PUBLICATIONS AND PRESENCE ON WORLD WIDE WEB.
The Monitor, the official publication of ECARS, shall be distributed at no additional cost to all dues-paying members upon their request, unless the Board of Directors otherwise determines. The Corporation shall maintain a presence on the Internet, a/k/a the World Wide Web, using its Web Site. The content of the Web Site shall be solely for the dissemination of information about ECARS, the on-air activities of its members, and/or information about Amateur Radio, generally. The Editor of the Web Site shall ensure that all Web Site content is current and appropriate in all respects for the intended audience.

ARTICLE X - FISCAL YEAR

10.1 FISCAL YEAR.
The fiscal year of the Corporation shall begin on the first day of January.

ARTICLE XI - SEAL

11.1 CORPORATE SEAL.
The Board of Directors may provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, year of incorporation and the words, "Corporate Seal".

ARTICLE XII - WAIVER OF NOTICE

12.1 WAIVER OF NOTICE.
Unless otherwise provided by law, whenever any notice is required to be given to any Director of the Corporation under the provisions of these Bylaws or under the provisions of the Certificate of Incorporation, a waiver thereof in writing, signed by the person(s) entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.