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This page was last updated on: January 8, 2005
BYLAWS OF CAROLINAS CHAPTER OF THE ANTIQUE WIRELESS ASSOCIATION, INC. December 2004 ARTICLE I Offices 1.1 Principal Office. The principal office of the CAROLINAS CHAPTER OF THE ANTIQUE WIRELESS ASSOCIATION, INC. shall be located at , or at such other location designated by the Executive Committee. 1.2 Registered Office. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office. 1.3 Other Offices. The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Executive Committee may designate or as the affairs of the corporation may require from time to time. ARTICLE II Executive Committee 2.1 Membership. The Executive Committee shall consist of the Board of Directors, the Officers of the Corporation, and all past Presidents of the Corporation. The past Presidents shall be ex-officio (non-voting) members of the committee. 2.2 General Powers. The business and affairs of the Corporation shall be managed by its Executive Committee. The Executive Committee will conduct all the Corporation business other than that directly authorized by the Bylaws for the Officers of the Corporation. Except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all the power of the Corporation shall be vested in the Executive Committee. 2.3.Chairman of the Executive Committee. The President and Vice-President of the Corporation shall serve as Chairman and Vice-Chairman of the Executive Committee respectively. ARTICLE III Meetings of the Executive Committee 3.1 Scheduled Meetings. The annual meeting of the Executive Committee shall be held during the month of March of each year for the purpose of reviewing the annual reports of the President and the Treasurer of the Corporation and for the transaction of any other business properly before the Executive Committee. 3.2 Special Meetings. Special meetings of the Executive Committee may be called by the President of the Corporation or by any two members of the Executive Committee. 3.3 Place of Meetings. The meetings of the Executive Committee may be held at the principal office of the Corporation or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or in a waiver of notice of the meeting signed by all the Committee members then in office. 3.4 Notice of Meetings. The President shall give notice of each meeting of the Executive Committee by mailing or e-mailing such notice to each Committee member at least ten (10) days before the meeting. The persons calling a special meeting of the Executive Committee shall give notice thereof (or cause the President to give notice) by mailing or e-mailing such notice to each member. 3.5 Waiver of Notice. Any Committee member may waive notice of any meeting, either before or after the meeting. Written waivers of notice shall be filed by the Secretary with the corporate records or as part of the minutes of the meeting. The attendance by a member at a meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Whether or not a meeting is lawfully called or convened will be decided by reference to and in accord with these Bylaws, and the determination will be made after public discussion of the matter followed with immediate vote of the Executive Committee. 3.6 Quorum. A majority of the number of committee members fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Executive Committee. 3.7 Manner of Action. Except as otherwise provided in these Bylaws, the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the Executive Committee. 3.8 Presumption of Assent. An Executive Committee member who is present at a meeting of the Executive Committee at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting, or unless he either files his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a member who voted in favor of such action. 3.9 Informal Action by Executive Committee Members. Action taken by a majority of the members without a meeting is nevertheless action of the Executive Committee if written notice of the action is given to all of the members and filed with the minutes of the proceedings of the Executive Committee whether done before or after the action so taken. 3.10 Participation by Telephone. Any one or more Executive Committee members may participate in a meeting of the Executive Committee by means of a conference telephone or any communications device that allows all persons participating in the meeting to hear each other. Participation by these means shall be deemed presence in person at the meeting. ARTICLE IV Board of Directors 4.1 Number. Term and Qualifications. The number of directors constituting the Board of Directors shall be Seven (7). Each director shall hold office for a term of two years. Incumbent Directors shall be eligible for re-election. Directors shall be members of the Corporation in good standing. Directors need not be residents of the State of North Carolina. 4.2 Election of Directors. Directors shall be elected to two-year terms. The seven candidates receiving the highest number of votes shall be elected. Tie votes shall be resolved by the nominating committee. The election shall be by ballot mailed to the general membership. The election shall be held every odd numbered year in the month of November. The first election shall be held in November 2005. 4.2.1. Nominating Committee. The President of the Corporation shall appoint a nominating committee chairman. The chairman shall select the other members to serve on this committee. The Committee shall consist of at least three members. 4.2.2. Election Process. The nominating committee shall prepare a ballot for the election of Directors by the general membership. The nominating committee shall contact the incumbent Directors to solicit their agreement to be on the ballot. The nominating committee shall also solicit nominations by mail from the general membership. The nominating committee shall be authorized to make additional nominations. The nominating committee shall contact all nominees and obtain their agreement prior to placing a nominee on the ballot. The nominating committee shall mail the prepared ballot to all members of the Corporation and receive the returned ballots. After the voting period specified with the ballot, the nominating committee shall count the returned ballots, prepare an election result report, and distribute the report to the Board of Directors. The Board of Directors shall notify the general membership of the results of the election. 4.3 Removal. Directors may be removed from office at any time with or without cause by the Board of Directors meeting with a quorum. 4.4 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors even though less than a quorum, or by the sole remaining Director. A vacancy shall exist when a Director is appointed an Officer of the Corporation. A Director elected to fill a vacancy shall be elected for the remainder of the term of his predecessor in office. 4.5 Reimbursement. The Board of Directors may provide for the payment of any or all expenses incurred by directors in attending regular and special meetings of the Board of Directors. ARTICLE V Meetings of Directors 5.1 Scheduled Meetings. The Board of Directors shall meet in January of the year following the election for the purpose of appointing Officers of the Corporation and for the transaction of any other business properly before the Board of Directors. 5.2 Special Meetings. Special meetings of the Board of Directors may be called by any two directors. 5.3 Place of Meetings. The meetings of the Board of Directors may be held at the principal office of the corporation or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or in a waiver of notice of the meeting signed by all the Directors then in office. 5.4 Notice of Meetings. The Secretary shall give notice of each meeting of the Board of Directors by mailing or e-mailing such notice to each director at least ten (10) days before the meeting. The persons calling a special meeting of the Board of Directors shall give notice thereof (or cause the Secretary to give notice) by mailing or e-mailing such notice to each director. 5.5 Waiver of Notice. Any director may waive notice of any meeting, either before or after the meeting. Written waivers of notice shall be filed by the Secretary with the corporate records or as part of the minutes of the meeting. The attendance by 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. 5.6 Quorum. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. 5.7 Manner of Action. Except as otherwise provided in these Bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 5.8 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting, or unless he either files his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or forwards his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of such action. 5.9 Informal Action by Directors. Action taken by a majority of the Directors without a meeting is nevertheless action of the Board of Directors if written notice of the action is given to all of the directors and filed with the minutes of the proceedings of the Board of Directors, whether done before or after the action so taken. 5.10 Participation by Telephone. Any one or more Directors may participate in a meeting of the Board of Directors by means of a conference telephone or any communications device that allows all persons participating in the meeting to hear each other. Participation by these means shall be deemed presence in person at the meeting. ARTICLE VI Meetings of Membership 6.1 Annual Meetings. The annual meeting of the membership shall be held during the annual conference of the Corporation for the transaction of any business properly before the membership. The President and Treasurer of the Corporation shall present annual reports at the annual meeting. 6.2 Special Meetings. Special meetings of the membership may be called by the Executive Committee. 6.3 Place of Meetings. The annual or any special meeting of the membership may be held at the principal office of the corporation or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or in a waiver of notice of the meeting signed by all the members. 6.4 Notice of Meetings. A written notice of each annual meeting of the membership will be given by mailing such notice to each member at least ten (10) days before the meeting. The Chairman or other persons calling a special meeting of the membership shall give notice thereof (or cause the Secretary to give notice) by mailing such notice to each member at least ten (10) days before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a meeting of the membership, except as otherwise provided by law or these Bylaws. 6.5 Waiver of Notice. Any member may waive notice of any meeting, either before or after the meeting. Written waivers of notice shall be filed by the Secretary with the corporate records or as part of the minutes of the meeting. The attendance by a member at a meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 6.6 Quorum. A majority of the members whether in person or proxy, shall constitute a quorum for the transaction of business at any meeting of the membership. 6.7 Manner of Action. Except as otherwise provided in these Bylaws, the act of the majority of the membership, whether in person or proxy, or by written ballot shall constitute the act of the membership. 6.8 Members List for Meeting. After fixing a record date for a notice of a meeting, the Corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list shall show the address of each member entitled to cast a vote at the meeting. The list of members shall be available as required by G.S. 55A-7-20. ARTICLE VII OFFICERS 7.1 Officers of the Corporation. The Officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer. Other Officers may from time to time be appointed by or under the authority of the Board of Directors. Any two or more offices may be held by the same person, but no Officer may act in more than one capacity where action of two or more Officers is required. 7.2 Appointment Term Limitations and Duties. The Officers of the Corporation shall be appointed by the Board of Directors. Each Officer shall hold office for a term of two years beginning in January following the election of the Board of Directors. Incumbent Officers shall be eligible for reappointment to a new term. Any Officer may be removed by the Board of Directors at any time, with or without cause. Each Officer shall have such duties as prescribed by law, together with such other duties as may be prescribed by the Board of Directors from time to time. 7.3 Duties. 7.3.1 President. The President shall preside at all meetings of the Executive Committee and meetings of the general membership. The President shall represent the Corporation in all official capacities. The President shall serve as the Chairman of the Executive Committee. The President shall appoint a nominating committee chairman as specified in Article IV. The President shall present an annual report at the annual meeting of the membership as specified in Article VI. 7.3.2 Vice-President. In the absence of the President, the Vice-President shall exercise the duties pertaining to the office of the President. 7.3.3 Secretary. The secretary shall keep the minutes of the meetings of the Corporation and perform other secretarial duties assigned by the President and the Executive Committee. 7.3.4 Treasurer. The Treasurer shall be responsible for the handling of all monies received and expended by the Corporation and for accounting and preparation of the financial statements and the proposed budgets. Also, the Treasurer shall report the financial status of the Corporation to the President, the Executive Committee and the general membership at their request. The Treasurer shall also present a financial report at the annual meeting of the membership as specified in Article VI. . Article VIII DISSOLUTION 8.1 Method. The Corporation may be dissolved by a majority vote of the Executive Committee and a subsequent vote of the general membership. The membership will vote by mailed ballot. A three-quarters (3/4) majority of the voting members shall be required for approval of the dissolution. 8.2 Notification. Publication of the dissolution of the Corporation shall appear in the final issue of the Corporation newsletter or any other publication generally used used by the membership at the time of the disolution. 8.3 Disposition of Corporation Assets. Under direction of the Officers, all monies and tangible assets shall be transferred to the Antique Wireless Association ,Inc., Box E, Breesport, NY 14816. If this transfer is not possible the monies and tangible assets shall be transferred to another organization with similar interests. Article IX ETHICS OF BEHAVIOR 9.1.Membership in the Carolinas Chapter of the Antique Wireless Association must not be for purely economic gain. It is a condition of membership in the Carolinas Chapter that members support our objectives and by-laws in the spirit of mutual friendship and co-operation. 9.2.Members of the Carolinas Chapter must not knowingly misrepresent or allow misunderstanding of the authenticity, condition, or age of an item offered for sale or trade. 9.3. Members must not use their position, as a sponsor of conventions and radio meets, to gain advance knowledge of items to be offered for sale or trade so as to have an unfair advantage over fellow collectors in the exchange thereof. Nor shall such incidental knowledge be acted upon until after any official starting time. 9.4. Members must not compromise the good standing of the Carolinas Chapter by associating it with any dishonest or unethical activity. |
