Operational Documents

Articles of Incorporation

Rochester Amateur Radio Club, Inc.

We, the undersigned, for the purpose of forming a nonprofit corporation under the provisions of Chapter 317 of Minnesota Statutes, otherwise known as the Minnesota Nonprofit Corporation Act, hereby adopt the following articles of Incorporation.

1.0 Name

The name of the corporation shall be Rochester Amateur Radio Club, Inc.

2.0 Purpose

The corporation shall have the following purposes:

To advance the general interest and welfare of amateur radio, to provide radio knowledge and scientific experimentation, to promote cooperation and the exchange of information between members, to conduct club programs, and to provide public service radio support for community activities.

3.0 Pecuniary Gain

The corporation does not and shall not afford pecuniaryu gain, incidentally or otherwise, to any member.

4.0 Duration

The duration of the corporation shall be perpetual.

5.0 Registered Office

The registered office of the corporation shall be at 2711 12th Avenue NW, Rochester, Minnesota 55901.

6.0 Incorporators

The name and address of each incorporator is:

  • John W Reed, Pine Island, Minnesota 55963
  • Robert E Dubke, Rochester, Minnesota 55901

7.0 First Officers

The first Board of Directors is composed of five persons whose names, addresses and initial terms of office are as follows:

  • Robert E Dubke, Rochester, Minnesota 55901
  • Joseph D Fishburn, Rochester, Minnesota 55901
  • Edward Hallbeck, Rochester, Minnesota 55901
  • William C McGurk, Rochester, Minnesota 55901
  • Gilbert D. Baron, Rochester, Minnesota 55901

Each of the foregoing Directors shall serve until the end of the first annual meeting of the members of the Corporation.

8.0 Officers

The officers of the corporation shall include a president, one vice president, a secretary, a treasurer and a trustee of the club station license, each of who shall be elected by the members of the corporation at their annual meeting and shall hold office until the end of the next annual meetings or until his or her successor is duly elected and qualified; provided, however, that the initial president, vice president, secretary and treasurer shall be elected by the first Board of Directors and each shall hold office until the end of the first annual meeting of the members or until his or her usccessor is duly elected and qualified. The persons elected as president, vice-president, secretary, treasurer, and trustee of the club station license, shall also, by their election as such officers, be elected as directors of the corporation. The bylaws of the corporation may provide for other officers of the corporation to be appointed by the Board of Directors by the members.

9.0 Personal Liability

No member of the corporation shall have any person liability for any obligation of the corporation.

10.0 Capital Stock

The corporation shall have no capital stock.

11.0 Bylaws

Bylaws shall be adopted containing provisions for the purpose of administering and regulating the affairs of the corporation, and shall include provisions establishing the qualifications for membership and the conditions of membership as well as any establishment of classes of members.

Dated: June 19, 1984.

s/John W Reed
Incorporator

s/Robert E Dubke
Incorporator

State of Minnesota
County of Olmsted

The foregoing instrument was acknowledged before me, a Notary Public, this 19th day of June, 1984, by John W. Reed and Robert E Dubke.

s/R V Ehlick

BYLAWS

The Bylaws govern the operation of the Rochester Amateur Club. The current bylaws are provided below. The official, current copy of the bylaws is maintained by the RARC Secretary. 

Article 1.0 Registered Office

The registered office of the corporation required by the Minnesota Nonprofit Corporation Act to be maintained in the State of Minnesota is as provided and designated in the Articles of Incorporation. The Board of Directors of the corporation may, from time to time, change the location of the registered office pursuant to Section 317.19 of Minnesota Statutes. On or before the day that such change is to become effective, a certification of such change and of the location and post office address of the new registered office shall be filed with the Secretary of State of Minnesota as provided by law.  

Article 2.0 Corporate Seal

The corporation shall have no seal.  

Article 3.0 Membership

Section 3.1 General 

Membership is open to all licensed amateurs and to all other persons interested in supporting the purposes and activities of the club. 

Section 3.2 Classes of Members 

There shall be two classes of membership: 

a. Full Membership. This class of membership is open to all licensed radio amateurs and those actively engaged in a class leading to an amateur radio license. 

b. Associate Membership. This class of membership is open to all other persons who are interested in supporting and promoting the purposes and activities of the club. 

Section 3.3 Applications for Membership and Renewals 

Applications for membership shall be submitted to the secretary of the club and referred to the Board of Directors for acceptance or rejection. No application for membership shall be rejected except for cause which would be adequate to terminate membership as set forth below. Payment of annual dues shall automatically renew the membership of a member in good standing. 

Section 3.4 Dues

a. The club dues structure shall be posted on the club internet web site .

b. The Board of Directors may make a motion to change the dues at a monthly club meeting.  The members at the subsequent monthly meeting shall vote on the motion with a simple majority causing the motion to pass. 

Section 3.5 Termination of Membership 

a. Any member of the club may resign his or her membership at any time. 

b. No member shall be expelled from membership except for conduct unbecoming a member or other serious cause. Conduct unbecoming a member is defined as follows: 

  1. Any act which tends to bring public disgrace or disrepute upon the club. 
  2. Malicious or grossly negligent damaging or destruction of club property or premises. 
  3. Misappropriation of club funds or property. 
  4. Operation of a radio transmitter in such a manner as to bring disfavor or condemnation on amateur radio or upon this club or to bring legal sanction on the member involved. 
  5. Actions contrary to the policies or purposes of the club which are continued after the warning. 

c. Whenever a charge is made against a member which could result in his or her expulsion from membership, such charge shall be investigated by the Board of Directors. If the Board determines to proceed with the matter, the member involved shall be notified and given the opportunity to appear before the Board or, at the member's election, to respond in writing and answer or defend against such charge. After the member has been given reasonable opportunity to appear and defend, the Board of Directors shall act upon the charge and by a majority vote of all members of the Board either reject the charge, continue membership upon state conditions, or expel the member charged. 

3. The Board of Directors may, in its discretion, continue in effect the membership of a member who has failed to pay his or her current dues. 

Article 4.0 Meetings of Members

Section 4.1 Place 

Meetings of members shall be held at such place within Olmsted County, Minnesota, as may be designated by the Board of Directors. 

Section 4.2 Regular Meetings 

The regular meetings of the members shall be held monthly at a place and time designated by the Board of Directors. 

Section 4.3 Annual Meeting 

The regular meeting of the members held during the month of December of each year shall also be the Annual Meeting. Such meetings shall be for the election of directors and officers and for the transaction of any other business. The notice of such Annual Meeting shall include any matters concerning which special notice is required. When an Annual Meeting has not been so held, or when officers and directors have not been elected thereat, they may be elected at a special meetings held for that purpose. Upon demand of any member, the president, the vice-president or secretary shall call such special meeting. 

Section 4.4 Special Meetings 

a. Special meetings may be called for any purpose at any time in the manner provided in clause (b) by the president, the Board of Directors, or any ten (10) or more members. 

b. The person or persons entitled to call a special meeting may make a written request to the president, vice- president, or secretary to call the meeting. Such officer shall give notice of the meetings to be held between ten and sixty days after receiving the request. If the officer fails to give notice of the meetings within seven days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of the meeting, and give notice in the manner provided by these bylaws. 

Section 4.5 Notice 

Notice of meetings and elections as provided in Article 5.0 hereof shall be given to all members of the club. 

Section 4.6 Quorum 

a. Subject to clause (c) of this Section, a quorum is necessary for the transaction of business at a meeting. A quorum for meetings of members shall be the presence of ten percent of the total voting membership. 

b. When a quorum is not present, any meeting may be adjourned from time to time for that reason. 

c. If a quorum is present at the beginning of a meeting, the continued presence of such quorum at the time of each vote thereat shall be presumed unless the presence of a quorum is challenged before the vote and the minutes reflect such challenge and the absence of a quorum. 

Section 4.7 Voting 

a. Each member of the club entitled to vote shall have one vote. 

b. There shall be no cumulative voting, no voting by proxy, no voting by mail, and no voting by absentee ballot. 

c. Members may vote by voice, ballot or by show of hands. 

Section 4.8 Adjournment 

When any meeting of the members is adjourned to another time or place, notice of the adjournment need not be given other than by announcement at the meeting at which adjournment is taken. 

Section 4.9 Rules For Conduct Of Meetings 

To the extent applicable and not inconsistent with the articles of incorporation and these bylaws, the rules contained in Robert's Rules of Order Revised shall govern the conduct of meetings of members.  

Article 5.0 Notice

As used in these bylaws, "notice" means a written notification of a meeting: 

a. Stating the time, place, and, in the case of a special meeting, purpose. 

b. Properly addressed according to the last available corporate records. 

c. Sent or delivered by a duly authorized person to each director or member entitled to vote at the meeting. 

d. Delivered or mailed not less than five nor more than 30 days before the meeting, excluding the day of the meeting. 

Article 6.0 Board Of Directors

Section 6.1 Duties 

The business of the club shall be managed by its Board of Directors. Directors shall discharge their duties in good faith, and with the diligence and care which an ordinarily prudent  person in a like position would exercise under similar circumstances. The Board shall have the power and authority to do all things necessary to implement and achieve the purposes and goals of the club. These duties include, but are not limited to: 

a. Performing all functions allotted to it by other provisions of these bylaws or by the members of this club. 

b. Performing all functions given it by law and not herein allotted to the members of officers. 

Section 6.2 Number, Qualifications, Selection and Terms 

a. The Board of Directors shall consist of five persons who shall each be full members of the corporation. The five persons who are elected by the members as president, vice-president, secretary, treasurer, and trustee (of the club station license) shall also, by their election as such officers, be elected as directors. 

b. Each director, shall be elected per Section 7.3 Term of Office.

c. The remaining members of the Board, though less than a quorum, shall fill any vacancy occurring on the Board. A person so selected shall hold office for the balance of the term of the person replaced and until his or her successor is selected and qualified. 

Section 6.3 Removal 

A majority of members of the corporation may, with or without cause, remove a director or the entire Board of Directors from office. Neither a director nor the entire Board of Directors shall be so removed unless the notice of the annual or special meeting at which removal is to be considered states such purpose. When a director or the Board of Directors has been so removed, new directors may be elected by the members at the same meeting. 

Section 6.4 Compensation 

Directors shall not be compensated for their services as such. 

Section 6.5 Regular Meetings 

The Board of Directors shall meet as often as it deems necessary but at least once during each term of office. The specific dates of regular meetings shall be established by the Board in advance. 

Section 6.6 Special Meetings 

a. Special meetings of the Board of Directors may be called for any purpose at any time in the manner provided in the following paragraph (b) by the president or by any two members of the Board. 

b. The persons entitled to call a special meeting may make a written request to the president, vice-president or secretary, to call the meeting. Such officer shall give notice of the meeting to be held between 10 and 30 days after receiving the request. If the officer fails to give notice of the meeting within 7 days from the day on which the request was made, the persons who requested the meeting may fix the time and place of the meeting and give notice in the manner provided by these bylaws. 

c. All special meetings of the Board of Directors shall be held within Olmsted County, Minnesota. 

Section 6.7 Notice 

a. Notice of all regular and special meetings shall be given as provided in Article 5.0 hereof except notice of regular directors' meetings may be given more than 30 days before a meeting. 

b. A director may make written waiver of notice before, at or after a meeting. The waiver shall be filed with the person who has been designated to act as secretary of the meeting who shall enter it upon the records of the meeting. Appearance at a meeting is deemed a waiver unless it is solely for the purpose of asserting the illegality of the meeting. Presence at a meeting where the date, time and place of another meeting is set, is also deemed a waiver of notice of such other meeting unless, again, such presence is solely for the purpose of asserting the illegality of the other meeting. 

Section 6.8 Quorum 

a. A quorum of the Board of Directors is the presence of a majority of its members. Subject to the following paragraph (c), a quorum is necessary for the transaction of business at a meeting. 

b. When a quorum is not present, any meeting may be adjourned from time to time for that reason. 

c. If a quorum is present at the beginning of a meeting, the continued presence of such quorum at the time of each vote thereat shall be presumed unless the presence of a quorum is challenged before the vote and the minutes reflect such challenge and the absence of a quorum. 

Section 6.9 Voting 

a. Members of the Board of Directors must be present in person to vote. No director may vote by proxy, by "absentee ballot," or by mail. 

b. Each director shall have one vote. 

c. An act of the majority of directors present at a meeting at which a quorum is present is the act of the Board. 

Section 6.10 Action Without A Meeting 

Any action which could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing and signed by all of the directors.  

Article 7.0 Officers

Section 7.1 General 

The officers of the members and Board of Directors shall be a president, one vice-president, a secretary, a treasurer, and the trustee of the club station license. 

Section 7.2 Qualifications 

All officers must be natural persons of legal age. No person may hold more than one office at the same time. 

Section 7.3 Term Of Office 

Each officer, except the initial officers and the trustee of the club station license, shall be elected at the annual meeting of the members to serve until the end of the next annual meeting of members following his  or her election or until his or her successor is duly elected and qualified. The trustee of the club station license shall be elected, but shall retain that position without annual re-election until he or she resigns or is removed from office. In the event of any vacancy, the Board of Directors shall appoint a qualified successor to fill the vacant office until the next annual meeting of members. 

Section 7.4 Removal 

Any officer may be removed and his or her successor elected in the same manner as provided in Article 6.0, Section 6.3. 

Section 7.5 Duties Of The President 

The president shall preside at all meetings of the members and of the Board of Directors and conduct the same according to the rules adopted. He shall enforce due observance of the articles of incorporation and these bylaws, decide all questions of order, sign all documents authorized by the members of the Board of Directors, appoint all committees authorized by the members or the Board of Directors, and perform all other customary duties pertaining to the office of president. 

Section 7.6 Duties Of The Vice-President 

The vice-president shall assume all of the duties and preside in the absence of the president, succeed to his/her office in case of the president's death, removal, resignation or disability; and shall assist the president, and perform such duties as the president may assign to him/her. 

Section 7.7 Duties Of The Secretary 

The secretary shall keep a complete record of all meetings of the members of the corporation and its Board of Directors, keep a role of all members, submit applications for membership, carry on all correspondence, notify all officers and of their appointments, give due notice of all meetings to be held by the members and Board of Directors, have custody of all books and records belonging to the corporation, keep the articles of incorporation and the bylaws, and upon the expiration of his term deliver all club records to the succeeding secretary. 

Section 7.8 Duties Of The Treasurer 

The treasurer shall oversee collection of all dues and assessments levied against members of the club. He shall also receive and take charge of all funds belonging to the corporation; pay all bills authorized by the club membership, the Board of Directors, or the president; keep full and accurate records concerning all financial affairs of the corporation and report thereon regularly in writing; and shall have custody of all evidences of property belonging to the corporation. The treasurer shall submit an oral report of receipts and disbursements of the previous month at each regular meeting of the members and an annual written report at the first scheduled club meeting of the new fiscal year.  At the expiration of his or her  term, the treasurer shall deliver all of the club's financial records to the succeeding treasurer. At the beginning of each elected term, the records shall be audited by a committee appointed by the president.  

Article 8.0 Nominating Committee

By the first day of October each year, the president shall appoint a nominating committee of three full members. It shall be the duty of this committee to nominate candidates for election to the various officer-director positions at the next annual meeting of members. The Nominating Committee shall solicit suggestions for nominations from the members and shall report its nominations at the regular meeting of members in the following November. More than one candidate may be nominated for each position to be filled.  

Article 9.0 Technical Committee

a. The Rochester Amateur Radio Club Technical Committee shall be a standing committee responsible for the technical aspects of selecting, designing, building and maintaining equipment, and formulating operating procedures for equipment owned and/or operated by the club. 

b. The following special rules shall govern the membership and operation of the technical committee: 

  1. Technical committee members shall be appointed at the regular meeting of the members in January of each year by the president subject to the approval of the members. Committee members may resign at any time by notifying the president and may be removed by the president with prior approval of the club members. 
  2. The committee chairperson shall be the president of the club or his or her  designee. The chairperson shall be a non-voting member of the committee except in the case of tie votes, when the chairperson may cast the deciding vote. 
  3. The committee shall consist of a minimum of four and a maximum of eight persons in addition to the chairperson. 
  4. Routine maintenance expenses may be incurred by the committee without prior approval of the members of the club, the officers of the club, or the Board of Directors. Major expenses and additional equipment purchases must first be approved by the members of the club. 
  5. The committee shall document all equipment additions and changes and report its activities at the regular club meetings. 

Article 10.0 Control Operator Committee

a. The Control Operator Committee shall be a standing committee responsible for assuring that proper and courteous procedures are followed by users of repeaters owned and/or operated by the Rochester Amateur Radio Club, Inc. 

b. The following special rules shall govern the membership and operation of the Control Operator Committee: 

  1. Control operator committee members shall be appointed at the regular meeting of the members in January of each year by the president subject to the approval of the repeater trustees. Committee members may resign at any time by notifying the president and may be removed by the president with prior approval of the club repeater trustees. 
  2. The committee shall establish operational guidelines which comply with FCC rules and regulations for repeater operation and monitoring. The guidelines must be presented and approved by the repeater trustees on a yearly basis. 
  3. The committee shall establish and maintain control operators' schedules for monitoring the repeaters. The schedule shall include primary and secondary operators. 

Article 11.0 Amendments To Bylaws

The Board of Directors may propose the amendment of these bylaws by resolution setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of members. In addition, any five members may set forth a proposed amendment by petition which shall be filed with the secretary of the club. Notice of the meeting of the members, stating the purpose and including the proposed amendment or amendments, shall be given to each member entitled to vote on the proposed amendments, and to each officer-director. If such notice has been given, the proposed amendment or amendments may be adopted at any meeting of members. Adoption of any such amendment shall require a majority vote of members voting.  

Article 12.0 Fiscal Year

The fiscal year of the corporation shall commence on the first day of every January. 

Bylaw Revision History

Date Revisions

January 26, 1999

  1. Removed references to specific day and time of monthly meeting. 
  2. Update of membership dues.

November 13, 2001

  1. Update of membership dues section.
  2. Changed due date for treasurer's annual written report.
  3. Changed number of members needed to call special meeting.
  4. Reduced documents secretary must carry to all meetings.
  5. Removed gender bias in several sections.
  6. Eliminated annual re-election requirement for the trustee of the club station license.

Dues Schedule

The RARC bylaws defines two membership classes.

  1. Full Membership - Open to all licensed radio amateurs and those actively engaged in a class leading to an amateur radio license.
  2. Associate Membership - Open to all other persons who are interested in supporting and promoting the purposes and activities of the club.

Membership Types

For each of the two membership classes, the following membership types and dues are defined.

Membership Type Annual Dues

  • Individual $30.00
  • Family $40.00

501(c)(3) Status

The Rochester Amateur Radio Club, Inc., a Minnesota non-profit corporation, was granted recognition of exemption under section 501(c)(3) of the Internal Revenue Code on December 30, 1999.

The following is a transcription of the letter received from the IRS granting the 501(c)(3) tax exemption status. The master copy of the letter is held by the Club Treasurer.

INTERNAL REVENUE SERVICE

DEPARTMENT OF THE TREASURY

P. 0. BOX 2508

CINCINNATI, OH 45201

 

 

Employer Identification Number;

 

41-1491925

Date: DEC 30, 1999

DLN:

 

17053320037029

ROCHESTER AMATEUR RADIO CLUB INC

Contact Person:

PO BOX 1

MARC MORGAN

ID# 31189

ROCHESTER, MN 55903

Contact Telephone Number:

 

(877) 829-5500

 

Accounting Period Ending:

 

December 31

 

Form 990 Required:

 

Yes

 

Addendum Applies:

 

No

Dear Applicant;

Based on information supplied, and assuming your operations will be as stated in your application for recognition of exemption, we have determined you are exempt from federal income tax under section 501(a) of the Internal Revenue Code as an organization described in section 501(c) (3).

We have further determined that you are not a private foundation within the meaning of section 509(a) of the Code, because you are an organization described in section 509(a) (2).

If your sources of support, or your purposes, character, or method of operation change, please let us know so we can consider the effect of the change on your exempt status and foundation status. In the case of an amend ment to your organizational document or bylaws, please send us a copy of the amended document or bylaws. Also, you should inform us of all changes in yocr name or address.

As of January 1, 1984, you are liable for taxes under the Federal Insurance Contributions Act (social security taxes) on remuneration of $100 or more you pay to each of your employees during a calendar year. You are not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA).

Since you are not a private foundation, you are not subject to the excise taxes under Chapter 42 of the Code. However, if you are involved in an excess benefit transaction, that transaction might be subject to the excise taxes of section 4958. AdditionalLy, you are not automatically exempt from other federal excise taxes. It you have any questions about excise, employment, or other federal taxes, please contact your key district office.

Grantors and contributors may rely on this determination unless the Internal Revenue Service publishes notice to the contrary. However, if you lose your section 509(a) (2) status, a grantor or contributor may not rely on this determination if he or she was in part responsible for, or was aware of, the act or failure to act, or the substantial or material change on the part of the organization that resulted in your loss of such status, or if he or she acquired knowledge that the Internal Revenue Service had given notice that you would no longer be classified as a section 509(a) (2) organization.

Letter 947 (DO/CG)

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ROCHESTER AMATEUR RADIO CLUB INC

Donors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies,. devises, transfers, or gifts to you or for your use are deductible for federal estate and gift tax purposes if they meet the applicable provisions of Code sections 2055, 2106, and 2522.

Contribution deductions are allowable to donors only to the extent that their contributions are gifts, with no consideration received. Ticket purchases and similar payments in conjunction with fundraising events may not necessarily qualify as deductible contributions, depending on the circumstances. See Revenue Ruling 67-246, published in Cumulative Bulletin 1967-2, on page 104, which sets forth guidelines regarding the deductibility, as chari- table contributions, of payments made by taxpayers for admission to or other participation in fundraising activities for charity.

In the heading of this letter we have indicated whether you must file Form 990, Return of Organization Exempt From Income Tax. If Yes is indicated, you are required to file Form 990 only if your gross receipts each year are normally more than $25,000. However, if you receive a Form 990 package in the mail, please file the return even if you do not exceed the gross receipts test. If you are not required to file, simply attach the label provided, check the box in the heading to indicate that your annual gross receipts are normally $25,000 or less, and sign the return.

If a return is required, it must be filed by the 15th day of the fifth month after the end of your annual accounting period. A penalty of $20 a day is charged when a return is filed late, unless there is reasonable cause for the delay. However, the maximum penalty charged cannot exceed $10,000 or 5 percent of your gross receipts for the year, whichever is less. For organizations with gross receipts exceeding $1,000,300 in any year, the penalty is $100 per day per return, unless there is reasonable cause for the delay. The maximum penalty for an organization with gross receipts exceeding $1,000,000 shall not exceed $50,000. This penalty may also be charged if a return is not complete, so be sure your return is complete before you file it.

The law requires you to make your annual return available for public inspection without charge for three years after the due date of the return. You are also required to make available for public inspection a copy of your exemption application, any supporting documents and this exemption letter to any individual who requests such documents in person or in writing. You can charge only a reasonable fee for reproduction and actual postage costs for the copied materials. The law does not require you to provide copies of public inspection documents that are made widely available, such as by posting them on the Internet (World Wide Web). You may be liable for a penalty of $20 a day for each day you do not make these documents available for public inspection (up to a maximum of $10,000 in the case of an annual return).

You are not required to file federal income tax returns unless you are subject to the tax on unrelated business income under section 511 of the Code. If you are subject to this tax, you must file an income tax return on Form

Letter 947 (D0/CG)

-3-

ROCHESTER AMATEUR RADIO CLUB INC

990-T, Exempt Organization Business Income Tax Return. In this letter we are not determining whether any of your present or proposed activities are unrelated trade or business as defined in section 513 cf the Code.

You need an employer identification number even if you have no employees. if an employer identification number was not entered on your application, a number will be assigned to you and you will be advised of it. Please use that number on all returns you file and in all correspondence with the Internal Revenue Service.

If we have indicated in the heading of this letter that an addendum applies, the enclosed addendum is an integral part of this letter.

Because this letter could help resolve any questions about your exempt status and foundation status, you should keep it in your permanent records.

If you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter.

Sincerely yours,

s/Steven T. Miller

Steven T. Miller

Director, Exempt Organizations

Letter 947 (DO/CG)

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