CERTIFICATE OF INCORPORATION

OF

BIRMINGHAM AMATEUR RADIO CLUB, INC.


KNOW ALL MEN BY THESE PRESENTS; That we, the undersigned trustees, having been duly elected as such, on the 3rd day of May, 1956, by the membership of the Birmingham Amateur Radio Club, Inc., for the express purpose of incorporating said organization by and in accordance with the Code of Alabama, 1940, Title 10, Section 124, at seq. as set forth in the resolution attached hereto as Exhibit "A" and made a part of this certificate do declare as follows;

ARTICLE I - NAME
The name of the corporation shall be Birmingham Amateur Radio Club, Inc.

ARTICLE II - Objects


The objects for which this corporation is formed, any and all of which may be undertaken, are;

(1) To promote a better understanding and to permit better social contact among the Amateur Radio Operators and persons in the community interested in short wave communications.
(2) To increase and foster more efficient and reliable handling and relaying of traffic.
(3) To organize and active, reliable group of proficient Amateur Radio Operators to handle communications during such emergencies as may disrupt other lines of communications.
(4) To increase the knowledge of persons interested in short wave communications, both from an operating and theoretical standpoint, and to further the technical knowledge of the members of the club through the presentation of suitable discussions and explanations.
(5) To promote interest in short wave communications among other interested persons thru code classes, lectures and entertainment.
(6) To provide special assistance to handicapped persons who are interested in becoming Amateur Operators.
(7) To cooperate with the Amateur (American) Radio Relay League in promoting the best interest of Amateur Radio.
Article III - Powers


The corporation shall have all the powers of such corporation as set out in the Code of Alabama of 1940, Title 10, Section 124, et seq.

Article IV - Membership


The membership shall be open to all persons who are interested in furthering the ideals and objectives of the corporation, subject only to such reasonable qualifications and limitations as shall be set out in the constitution of the corporation.

Article V - Trustees


All property and assets of the corporation shall be under the control and in the custody of the trustees; however, title to such property and assets shall be in the corporation. The trustees nor any of the members shall not be personally liable for any debts or obligations of the corporation except to the extent of any past due and unpaid dues.

The trustees shall be the same persons who are chosen as the governing body of the corporation and their term of office as trustee shall exist simultaneous with their term of office as such governing body. Their selection to membership of the governing body of the corporation in conformance with the constitution of corporation, shall automatically constitute their selection as trustees.

The names and addresses of the incorporation trustees who have been elected to serve until the forst day of July, 1956, or thereafter unitl their successors are chosen are as follows;

Layton B. Dorman
President
9716 Red Lane Road
Birmingham, Alabama

Horace Leydon
Senior Vice-President
Postoffice Box 603
Birmingham, Alabama

Jack Dotherow
Junior Vice-President
Adger, Alabama

Ralph Parsons
Secretary
Postoffice Box 603
Birmingham, Alabama

Alvin C. Talley
Treasurer
1025 West 5th Street
Birmingham, Alabama

S. D. Christian
District Emergency Coordinator
8436 7th Avenue North
Birmingham, Alabama

Aubrey H. White
Director
1612 Melrose Place
Minor Heights,
Birmingham, Alabama

W. D. Bankston, Jr.
Director
1015 Tuscaloosa Avenue
Birmingham, Alabama

Herbert F. Arnold
Director
2408 29th Street West
Birmingham, Alabama

Francis Thompson
Director
1540 Valley View Drive
Homewood, Alabama

Aaron M. George
Director
904 Charles Court
Birmingham, Alabama

Article VI - Government


The rules, regulations and government of the corporation shall be as provided for in the constitution of the corporation and such by-laws and rules as shall be adopted in conformance therewith.

Article VII - Capital


The corporation is formed for nonpecuniary and non profit purposes exclusively and no stock are to be issued and no dividends of any kind shall be paid.

Article VIII - Duration


The duration of the corporation shall be perpetual.

IN WITNESS WHEREOF, we have hereto set our hands and seals on this the 3rd day of May, 1956.

Layton B. Dorman
Horace Leydon
Jack Dotherow
Ralph Parsons
Alvin C. Talley
S. D. Christian
Aubrey H. White
W. D. Bankston, Jr.
Herbert F. Arnold
Francis Thompson
Aaron M. George

Exhibit A

Excerpt of Minutes

of Meeting of

Birmingham Amateur Radio Club, Inc.


"Due notice having been given to all members, a meeting of the Birmingham Amateur Radio Club, Inc., was held on the 3rd day of May, 1956, at Birmingham, Alabama. A quorum being present and upon motion being made and seconded, the following resolutions were unanimousle adopted;

'Be it resolved that this organization be incorporated under the laws of the State of Alabama.'

'It is further resolved that Layton B. Dorman, President, Horace Leyden, Senior Vice-President, Jack Dotherow, Junior Vice-President, Ralph Parsons, Secretary, Alvin C. Talley, Treasurer, S. D. Christian, District Emergency Coordinator, and Directors Aubrey H. White, W. D. Bankston, Jr., Herbert F. Arnold, Francis Thompson and Aaron M. George, are elected trustees of the corporation to serve until the 1st day of July, 1956, or until their successors are elected'"

Signed
Ralph Parsons, Secretary

STATE OF ALABAMA )

JEFFERSON COUNTY )

Before me, Robbie D. White, a Notary Public in and for said county in said State, personally appeared Ralph Parsons, who being by me first duly sworn deposes and says that he is secretary of the Birmingham Amateur Radio Club, Inc., and that the foregoing represents a true and correct copy of the minutes of the meeting of said organization held on the 3rd day of May 1956,

Signed, Ralph Parsons, Secretary

Sworn to and subscribed before me this the 4th day of May, 1956.

Signed, Robbie G. White, Notary Public


BY-LAWS OF THE BIRMINGHAM AMATEUR RADIO CLUB, INCORPORATED
ARTICLE I NAME
The name of this Club shall be the Birmingham Amateur Radio Club, Incorporated.
ARTICLE II OBJECTIVES
SECTION 1.
The object of this organization shall be to carry out the purposes of the Club as set forth in the articles of incorporation.
SECTION 2.
The Club is an affiliate of the American Radio Relay League.
SECTION 3.
Individual membership in the American Radio Relay League is not required for membership in the Birmingham Amateur Radio club.
ARTICLE III MEMBERS
SECTION 1.
There shall be four classes of members; Regular, Honorary, Associate, and Junior.
SECTION 2.
Regular membership is open to the holder of a valid amateur radio license issued by the Federal Communications Commission.
SECTION 3.
To be a regular member, a licensed amateur radio operator must submit or have submitted on his behalf by any regular member, at a regular meeting of the Birmingham Amateur Radio Club, a membership application.
SECTION 4.
Applicants will become a regular member upon approval of a majority of the regular members present at a regular meeting.
SECTION 5.
Regular members pay dues and have a right to vote.
SECTION 6.
Honorary members may be elected by twoŠthirds vote of the regular members at any regular meeting.
SECTION 7.
Honorary members do not pay dues, and have no vote.
SECTION 8.
Associate membership is open to persons interested in amateur radio communications and purposes of the organization.
SECTION 9.
For an associate membership, a Birmingham Amateur Radio Club membership application must be submitted and approved by the majority of the members present at any regular meeting.
SECTION 10.
Associate members shall pay dues but shall not have the right to vote.
SECTION 11.
Junior membership is open to any member of a school radio or science club who wishes to be associated with the Birmingham Amateur Radio club.
SECTION 12.
A junior membership is subject to approval of the members present at a regular meeting.
SECTION 13.
A junior member pays no dues and has no vote.
ARTICLE IV DUES
SECTION 1.
Dues shall be established by the Board of Directors with the approval of a majority of the membership.
SECTION 2.
There shall be no assessments to the members.
SECTION 3.
Dues are payable on January 1.
SECTION 4.
Members not paying their dues by March 1 will be dropped from membership. Anyone who was a member during the previous year will pay full dues for the current year upon reinstatement.
SECTION 5.
New members dues will be prorated based on number of months remaining in the year.
SECTION 6.
Reduced rate dues shall be established for members of the same household, retirees, others on a fixed income and students through the 12th grade.
SECTION 7.
The Board of Directors may waive payment of dues for any regular or associate member who is handicapped.
ARTICLE V ELECTIONS
SECTION 1.
Elections of Officers and Directors shall be held at the last regular meeting in April. Prior to the last regular meeting in March of each year, the president shall appoint a nominating committee composed of five regular members. The nominating committee shall make its report at the last regular meeting in March (to insure that the nominee list is contained in the April bulletin). The committee must nominate at least one regular member for each Officer and Director to be elected.
SECTION 2.
Nominations from the floor are accepted only on the same date that the nominating committee makes its report; that is on the last regular meeting in March of each year. There will be no nominations from the floor accepted at the last meeting in April (election meeting).
SECTION 3.
Officers and Directors elected as above shall assume office at the first meeting in July.
SECTION 4.
Removed by amendment November, 1990.
SECTION 5.
The Hamfest board of governors shall be elected to a five (5) year term by the regular voting membership of the B.A.R.C.
ARTICLE VI OFFICERS
SECTION 1.
The officers of the Club shall be President, First Vice-President, Second Vice-President, Third Vice-President, a Secretary, a Treasurer, a Director of Emergency Communications, and a Public Relations Officer.
SECTION 2.
The Board of Directors Shall be composed of the President, the immediate past President, the Director of Emergency Communications, and four other regular members not holding an elective office concurrently.
SECTION 3.
The Board of Directors shall elect one of its members as Chairman, who shall preside at all meetings of the Board.
SECTION 4.
The Club President and Chairman of the Board shall be entitled to vote at such meetings.
SECTION 5.
All officers and members of the Board of Directors shall be regular members in good standing of the Birmingham Amateur Radio Club.
SECTION 6.
All members of the Board of Directors must also have served as an elected officer; as Chairman of Birmingham Convention; or Chairman of Field day.
SECTION 7.
All officers and members of the Board of Directors shall serve a term of one year.
ARTICLE VII DUTIES OF OFFICERS
SECTION 1.
The President shall preside at all meetings of the Club membership.
SECTION 2.
The President is not entitled to vote in a regular meeting except in the case of a tie. In this case, he shall cast the deciding vote.
SECTION 3.
The President shall appoint Committees and perform all the customary duties of the office.
SECTION 4.
The President shall present a written report of his administration to the Club membership at the last regular meeting in June.
SECTION 5.
The First ViceŠPresident shall serve as membership chairman; solicit and encourage new members; accept membership applications; and maintain the Club membership roster.
SECTION 6.
In the event the President shall be unable to perform the duties of the office, or, be removed from the office, the First Vice-President immediately becomes President and holds office for the remainder of the term.
SECTION 7.
The Second Vice-President is in charge of programs. In the absence of the President, and the First Vice-President, the Second Vice-President presides at meetings, and shall become President if the incumbent President and the First Vice-President are unable to serve or are removed from office. He shall then hold the office for the remainder of the term.
SECTION 8.
The Third ViceŠPresident shall be the editor of the Club bulletin and shall be Chairman of the committee to publish and distribute said bulletin.
SECTION 9.
The Treasurer shall receive all monies and maintain accurate records of receipts and expenditures.Œ
SECTION 10.
The Treasurer shall be authorized to open a checking account in the name of the Birmingham Amateur Radio Club, Incorporated, for payment of normal expenditures.
SECTION 11.
The Treasurer shall take reserve funds, other than normal operating expenses and deposit same in a savings account.
SECTION 12.
Withdrawals from any savings account shall require two signatures: Treasurer, President, or Vice-President.
SECTION 13.
At the request of the President, the Treasurer shall make a report of Financial Condition to the membership.
SECTION 14.
The Treasurer, at the expiration of the term of office, shall prepare a detailed Financial Report and remit the financial records to the successor of the Office.
SECTION 15.
The Treasurer shall also maintain separate accounting records for the Birmingham Amateur Radio Emergency Service, and may open a second bank account for that purpose.
SECTION 16.
Financial records of the Treasurer shall be open for inspection by any regular member at any regular monthly meeting.
SECTION 17.
The Secretary shall maintain the official minutes of all regular club meetings, and meetings of officers and Board of Directors.
SECTION 18.
The Secretary shall maintain the official record of all changes in the Articles of Incorporation and By-Laws of the Club.
SECTION 19.
The Secretary shall write all official correspondence for the Club, answer all official letters, and keep the file of correspondence of the organization.
SECTION 20.
The Public Relations Officer shall be responsible for public relations and publicity of the Birmingham Amateur Radio Club, and the Birmingham Amateur Radio Emergency Service, and maintain a permanent record of these activities.
SECTION 21.
The Director of Emergency Communication shall be coordinator of all emergency plans and assistance activities of the Birmingham Amateur Radio Club and shall be chairman, Birmingham Amateur Radio Emergency Service.
SECTION 22.
The Board of Directors shall meet not less than biŠmonthly, and a report shall be given to the Club at the first regular meeting after said Board meeting.
SECTION 23.
The Board of Directors shall be empowered to hold, transfer, sell or otherwise dispose of all equipment and property of the Club; to maintain a complete inventory of such property.Œ
SECTION 24.
The Board of Directors shall authorize all expenditures of the Club, excepting normal operating expenses which are authorized to be paid by the Treasurer.
SECTION 25.
In July, after the new officers assume office, a joint meeting will be held by the new and out-going officers, directors, Chairman of Birminghamfest Convention, and Chairman of Field Day to audit and verify the Status of Funds in custody of the Treasurer, and examine the financial transactions of the previous year, including the records of the Birminghamfest Convention; and to adopt a budget for the present year. Each participant shall be entitled to vote in said meeting.
SECTION 26.
Should a vacancy occur in any office, and not provided for in this article or any other, the Board of Directors shall select a member to serve for the unexpired term.
SECTION 27.
Should a vacancy occur in the Board of Directors, the regular membership shall elect a member to serve for the unexpired term.
SECTION 28.
Any officer or director may be removed from office by recommendation of the Board of Directors and a two-thirds vote of the regular membership present at a regular meeting.
ARTICLE VIII STANDING COMMITTEES
SECTION 1.
Station Activities Committee.
The Committee shall be composed of a manager appointed by the Club President, trustees of any stations licensed on behalf of the Birmingham Amateur Radio Club, and the Director of Emergency Communications. The Committee shall be directly responsible for the maintenance and operation of any station operated by the Club. The Committee may call upon other members to serve as required.
SECTION 2.
Field Day Committee.
The Committee shall be composed of a chairman appointed by the Club President, and any other members appointed by the Club President or the Chairman.Ą
SECTION 3.
Birminghamfest Committee.
The Committee shall be composed of at least the five elected board of governors, plus the general Hamfest chairman they select, plus any additional members this body selects as a part of the committee.
SECTION 4.
Training and Education committee.
The Committee shall be composed of a chairman appointed by the Club President, and any other members as the Club President and Chairman shall determine as necessary for the function of the committee.
The Committee is to;
conduct classes in radio theory,
amateur regulations,
code,
or other assistance in the licensing of radio amateurs;
to provide continuing information and education to Club members;
to encourage scientific experimentation and expansion of technical knowledge;
to increase the ability to serve the public with amateur radio communication;
to extend the full facilities of the Club to the physically handicapped.
SECTION 5.
Birmingham Amateur Radio Emergency Service.
This is the emergency communication service of the Club. The Director of Emergency Communication shall serve as Chairman and as required appoint additional assistants. Membership in the Birmingham Amateur Radio Club, Incorporated is not required to participate in the activities of the Service. Title to all property and equipment shall be in the Birmingham Amateur Radio Club, Incorporated.
SECTION 6.
Bulletin (Newsletter) Committee.
This Committee shall edit, publish, and distribute the monthly club bulletin. The Third ViceŠPresident is chairman and may appoint others to assist as required.
Long Range Planning Committee.
This committee shall be responsible for identifying and defining projects that the club may want to undertake at a future date. This committee has no powers other than to recommend to the board of directors. This committee shall consist of the President, the treasurer, and three (3) members elected by the general membership. These three elected committee members shall have staggered three (3) year terms.
ARTICLE IX MEETINGS
SECTION 1.
Regular club meetings shall be held on the first and third Thursday monthly.
SECTION 2.
In the event a meeting date falls on a holiday, the membership may select an alternate date or be adjourned.
SECTION 3.
The President may call a special meeting of the membership by giving written notice at the address shown on club records and deposited in the mail seventyŠtwo hours prior to the meeting.
SECTION 4.
In case of a called meeting one-third of the membership must be present for a quorum.
SECTION 5.
Order of Business

The order of business for the Club shall be:

Call to Order
Introduction of Visitors
Report of Officers
Communications
Committee Reports
Election of New Members
Unfinished Business
New Business
Break
Program
Discussion of Program
Adjournment

This sequence may be modified by the presiding officer.


ARTICLE X PARLIMENTARY AUTHORITY
SECTION 1.
The rules contained in "Robert's Rules of Order Revised" shall govern in all cases to which they are applicable, and in which they are not inconsistent with these by-laws.
ARTICLE XI CITIZENSHIP AWARD
SECTION 1.
At each annual Birminghamfeast, a Citizenship Award may be presented to a licensed amateur radio operator in the State of Alabama.
SECTION 2.
Selection of the recipient shall be made by the club President, and two post recipients from the Club appointed by the Board of Directors.
ARTICLE XII AMENDMENTS
SECTION 1.
The Articles of Incorporation and by-laws may be amended, with proper notice and publication, by a two-thirds vote of members present at a regular meeting.
SECTION 2.
All proposed amendments must be submitted in writing and read to the membership by the Secretary at a regular meeting.
SECTION 3.
All proposed amendments shall then be published in the next regular Club bulletin; discussed and voted on at the next regular club meeting after publication.
SECTION 4.
Any amendment(s) adopted by the Club shall be published in the Club Bulletin.
SECTION 5.
A copy of the Articles of Incorporation and By-Laws shall be presented, without charge, to each new member.
SECTION 6.
A copy of the Articles of Incorporation and By-laws shall be available to any member, upon request, at the time dues are paid.

Revised By-Laws Adopted December 10, 1971
Restated and Retyped May 1, 1982
Retyped without changes, December 1991.
Retyped with changes, Art VIII Sec 3, Art V Sec 5, Art VIII Sec 7, June 1992.
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