MARC Bylaws

ARTICLE I - Name & Purpose

A. The name of this organization shall be “Michigan Area Repeater Council, Incorporated”, hereinafter referred to as “MARC”.

B. Purpose:

1. Coordinate the allocation of frequencies for use by repeaters, and remote receive link's in the Lower Peninsula of the State of Michigan, and coordinate control and link frequencies where requested.

2. Assist in resolving disputes and interference between repeaters; cooperate with adjacent area repeater councils on new coordinations and interference problems.

3. Unite the Amateur Radio Operators of the Lower Peninsula of the State of Michigan for the purpose of exerting effectively a combined influence upon matters concerning Amateur Radio operations.

4. Promote good operating procedures and the exchange of technical information and assistance.

5. Assist in spectrum management for the Lower Peninsula of the State of Michigan.

6. Publish a quarterly newsletter to be electronically posted to the MARC Web Site. A notification of a new newsletter will be emailed to all members, all coordinated repeater trustees, all Great Lakes area coordinators, and the ARRL Section Manager for the State of Michigan. The date, time, and place of the next meeting of the MARC will be included in the newsletter. The September issue will be USPS mailed to all who request it.

7. Provide a forum for any Amateur Radio issue which may concern or interest the membership.

ARTICLE II - Membership and Dues

A. Membership shall be open to all Amateur Radio Operators and Amateur Radio Organizations.

B. Full Member. A Full Member shall have all of the rights and privileges of membership including voting and holding office.

C. Supporting Member. A Supporting Member shall have all of the rights and privileges of membership except voting and holding office.

D. Associates. All sponsors of repeaters coordinated by the MARC, who are not members of the MARC, shall be Associates of the MARC and shall only be entitled to receive the quarterly newsletter.

E. Dues shall be $10.00 per calendar year, or any part thereof, for Full Members and $5.00 per calendar year, or any part thereof, for Supporting Members. Dues are due and payable by 1 January of each year for that year and shall be considered delinquent if not paid by that date. Elected and appointed board members shall automatically be considered full members and exempt from the dues requirement as a thank you for their service. The exemption will remain in effect as long as the elected or appointed person remains in the elected or appointed position.

ARTICLE III - Officers

A. The officers of the MARC shall be

1. President

2. Vice President

3. Secretary

4. Treasurer

5. Two (2) Directors

6. Coordinator(s) no more than four. Up to four additional coordinators may be appointed to help the coordinators who are board members. The four additional coordinators are not considered board members, and therefore are not included in the quorum requirements

7. Database Manager

8. Immediate Past President

and shall comprise the Board of Directors.

B. Duties of the Officers:

1. President.

The President shall preside at all meetings, be an ex-officio voting member of all committees, administer the affairs of the MARC, act as the contact for concerns which may affect the membership, act as the official representative of the MARC in all matters involving other groups or the Federal Communications Commission, and perform such other duties as are customarily associated with the title of President.

2. Vice President.

The Vice President shall assist the President in the performance of his duties, be an ex-officio voting member of all committees, assume the duties of the President in the absence of the President, and perform such other duties as are customarily associated with the title of Vice President.

3. Secretary.

The secretary shall maintain accurate records of the events of each meeting of the MARC, and perform such other duties as are customarily associated with the title of secretary. The secretary shall also be responsible as resident agent with the state of Michigan, and shall either act as that agent or be responsible to see that another person shall be appointed by vote of the board to become resident agent with the state of Michigan.

4. Treasurer.

The Treasurer shall maintain records of Full Members, Supporting Members, and Associates, maintain the financial records, collect dues, disburse all monies, file all reports and returns as may from time to time be required by various governmental agencies, and perform such other duties as are customarily associated with the title of Treasurer.

5. Directors.

Each Director shall be assigned by the President to oversee, verify, and assist a Coordinator. The Directors shall assign the Michigan coordination number to all completed coordination's and verify the coordinators activities as being in strict accordance with these By-Laws and the Standards and Procedures. The Directors shall assist the other officers in the proper conduct of the affairs of the MARC and perform such other duties as are customarily associated with the title of Director.

6. Immediate Past President.

The Immediate Past President shall assist the President with transition, act as personal advisor and confidant to the President, and perform such other duties as may from time to time be assigned by the President.

7. Coordinator(s).

It shall be the explicit duty of a Coordinator to assure that all coordination activities are conducted within the literal bounds of these By-Laws and the Standards and Procedures. The Coordinator(s) shall be appointed and/or removed at the discretion of a majority vote of the other officers of the Board of Directors. Coordinators will be solely responsible for direct coordination/de-coordination activities conducted by MARC. While serving actively, the Coordinator(s) shall have full voting rights in the affairs of the Board of Directors. Coordinators shall not have defined term limits. It shall be the explicit responsibility of each coordinator to assure the prompt delivery of current data and information to the Database Manager as it becomes available for recording.

8. Database Manager.

The Database Manager shall be solely responsible for maintaining accurate and up-to-date MARC coordination records in electronic and organized paper formats for the MARC. Electronic records must be backed up to a remote location at all times. The Database Manager shall be appointed by and /or removed from office at the discretion of a majority vote of the other officers of the Board of Directors. While serving actively, the Database Manager shall have full voting rights in the affairs of the Board of Directors. The Database Manager shall have no defined term limits.

9. Election of Officers.

The officers of the MARC shall be Full Members of the MARC and shall be elected by majority vote of the Full Members at the Annual Meeting of the MARC. Nominations shall be reported in the newsletter immediately preceding the Annual Meeting. Additional nominations may be made and accepted at the Annual Meeting provided the nominee is present and consents to the nomination. The office of Immediate Past President shall be filled by the outgoing President, if any.

C. Term of Office.

The term of office of all officers, except Immediate Past President, Coordinator(s) and Database Manager, shall be two (2) years, and further until replaced. The office of Immediate Past President, if filled, shall have a term of one (1) year. The term of office for elected officers shall begin on the first day of December in the year elected. The terms of office shall be staggered-President, Secretary, and one (1) Director shall begin in even numbered years; Vice-President, Treasurer, and one (1) Director shall begin in odd numbered years. The office of Immediate Past President shall be filled by the outgoing President, if any, and shall have a term of one (1) year. Coordinator(s) and Database Manager shall have no defined term of office.

D. Board of Directors.

The Board of Directors is responsible to the membership for the government and administration of the MARC, its policies, and its procedures. By resolution introduced and passed at any meeting, the membership may recommend an d direct action by the Board of Directors. The Board of Directors shall meet at such times and places as it shall deem necessary in order to fulfill its duties and responsibilities. There shall be at least one meeting of the Board of Directors per calendar quarter. For the purpose of transacting business at a meeting of the Board of Directors, the presence of a majority of the current members of the Board of Directors shall constitute a quorum.

E. Succession.

In the event that an office other than the office of President shall become vacant, the Board of Directors shall select a member to fill the vacancy for the remainder of the existing term. In the event the office of President shall become vacant and the Vice President is unable to serve or the office of Vice President is also vacant, the order of succession to the office of President shall be first to the Treasurer, then to the Secretary, then to the senior Director, then to the junior Director, and then to the Immediate Past President. If all offices are vacant, a special election must be held to fill them under the guidelines set forth by Michigan Law, Act 162 of 1982 as amended.

F. Removal from Office.

An officer may be removed from office by a two-thirds vote of the membership present at a recall election. Such election must be called upon presentation at any regular meeting of a petition containing the signatures of at least ten (10) Full Members. The election shall be announced in the next newsletter and shall be held at the next regular meeting.

ARTICLE IV - Committees

A. Nominating Committee.

A Nominating Committee shall be appointed by the Board of Directors no later than the meeting immediately preceding the Annual Meeting for the purpose of selecting candidates for the offices which will be open for election at the Annual Meeting.

B. Other Committees.

Other Committees shall appointed by the Board of Directors as necessary and shall be responsible to the Board of Directors. The duration of a committee shall be until the completion of its assigned task, or the election of new officers, whichever shall come first.

ARTICLE V - Appointed Positions

The Board of Directors shall appoint Full Members to such positions as may from time to time be needed in order to fulfill the purposes for which the MARC exists; these positions shall include, but not be limited to, Frequency Coordinator, Database Manager, and Newsletter Editor. The appointees shall serve at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by majority vote of the Board of Directors. The appointees shall have their actions directed by such guidelines as the Board of Directors shall establish, and their actions shall be subject to review by the Board of Directors. Should an appointee resign, or a vacancy otherwise occur, the President shall appoint a Full Member to fill the position until the next meeting of the Board of Directors, at which time the Board of Directors shall appoint a Full Member to the position. The President shall review with each appointee in December of even numbered years whether the appointment should be continued and shall report to the Board of Directors before their next meeting the result of this review.

B. Frequency Coordinator.

The Frequency Coordinator may be one or more persons, with such division of duties as the Board of Directors may specify. The Frequency Coordinator shall act to coordinate the allocation of new and existing repeater frequencies in the Lower Peninsula of the State of Michigan, and shall maintain accurate records of all correspondence and all coordinations applied for, whether approved or denied. These records shall be made available for inspection by any member of the Board of Directors at any meeting and at such other times and places as the Board of Directors may specify.

C. Database Manager.

The Database Manager shall assist the Frequency Coordinator(s) in the maintenance of the MARC’s database of coordinations and shall assist the Treasurer in maintenance of the MARC's mailing list. The Database Manager shall be responsible for receiving the annual operation reports of the repeaters coordinated by the MARC and such other related clerical duties as may from time to time be assigned by the Board of Directors. All records shall be made available for inspection by any member of the Board of Directors at any meeting and at such other times and places as the Board of Directors may specify.

D. Newsletter Editor.

The Newsletter Editor shall be responsible for the assembly and mailing of the quarterly newsletter and such other notices as the Board of Directors may from time to time require. The Newsletter Editor shall be responsible to the Board of Directors for the content of any newsletter or notice mailed. The Newsletter Editor shall be entitled to obtain from the Coordinating Secretary the MARC’s mailing list for the purpose of fulfilling the duties of his position.

ARTICLE VI - Membership Meetings

A. Annual Meeting.

The Annual Meeting shall be held on the first Saturday or Sunday following the first Monday of September of each year.

B. Regular Meetings.

Regular meetings shall be held as determined by the Board of Directors. There shall be at least one regular meeting per calendar quarter.

C. Special Meetings.

A special meeting may be called at any time that a majority of the Board of Directors shall deem it necessary. A special meeting shall be called by the President upon presentation of a petition signed by at least ten (10) Full Members. Notification of a special meeting shall be made by First Class U.S. Mail posted at least ten (10) days prior to the date of the special meeting; such notice shall state the purpose of the meeting.

D. Quorum.

For the purpose of transacting business at any meeting, a quorum shall be defined as the presence of a majority of the current members of the Board of Directors.

E. Voting.

Only Full Members whose dues are not delinquent shall be eligible to vote at any meeting. For the purpose of voting at any meeting, the date of record for determining delinquency shall be one (1) day prior to the date of the meeting. Mail votes will be accepted up to one (1) day prior to a meeting at which an announced vote is to be taken, must be on the ballot provided for this purpose, and must be signed by the member casting the vote. Voting by proxy shall not permitted at any meeting of the MARC.

In the event of logical or legal issues that would prevent a physical meeting, the board may choose to hold the annual elections at an electronic meeting per voice vote or mail in ballot.

ARTICLE VII - Liability

A. The MARC does hereby indemnify any person who is named as a party or is threatened to be made a party to any action, except an action by or in the right of the MARC, by reason of the fact that the person is an officer, appointee, or agent of the MARC provided that the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the MARC or its members, and with respect to any criminal action or proceeding, that the person had no reasonable cause to believe that the conduct was unlawful.

B. Any officer of the MARC, by virtue of the fact such person is a volunteer, shall not be personally liable to the MARC or its members for monetary damages for a breach of the person’s fiduciary duty. However, this provision shall not eliminate or limit the liability of such person for any of the following:

1. A breach of the officer’s duty of loyalty to the MARC or its members.

2. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law.

3. A violation of section 551 (1) of Act No. 162 of the Public Acts of 1982, being section 450.2551 (1) of the Michigan Compiled Laws.

4. A transaction from which the officer derived an improper personal benefit.

5. An act or omission occurring before the date of final adoption of these Bylaws.

6. An act or omission that is grossly negligent.

ARTICLE VIII - Assets, Income, and Profit

A. A payment or distribution of any part of the assets, income, or profit of the MARC shall be in conformity with the purposes of the MARC.

B. The MARC shall not distribute any part of its assets, income, or profit to its members, appointees, or officers except that the MARC may pay compensation in a reasonable amount to members, appointees, or officers for services rendered to the MARC and may reimburse members, appointees, or officers for expenses incurred while performing such services as may from time to time be required in order to further the purposes of the MARC.

ARTICLE IX - Standards and Procedures

A. Standards.

There shall be created a document which delineates the Band Plans, Coordination Parameters, and Technical Standards as defined and agreed upon by the Full Members of the MARC. This document shall be known as “The Standards” or as “The MARC Standards” and shall contain all definitions and measures that shall be used to determine if a repeater is being operated within the terms of its coordination or if it is not being so operated. It may contain such “rules of thumb” and such approximate measures as the MARC shall deem necessary and appropriate for those sponsors or trustees who may not have the equipment or the expertise required to perform the more technical and precise measurements. The Standards may be amended or changed only by such procedure as may be used to amend or change these Bylaws.

B. Procedures.

There shall be created a document which delineates the rules and procedures to be used by the MARC in performing the tasks and achieving the goals for which it was formed; it shall also delineate the rights and duties of sponsors and trustees, both prospective and current. This document shall be known as “The Procedures” or as “The MARC Procedures” and shall contain all information necessary to the understanding of those rules, procedures, rights, and duties which it describes. The Procedures may be amended or changed only by such procedure as may be used to amend or change these Bylaws except that there shall be one or more provisions in The Procedures for the creation and review of interim rules and procedures when it i s necessary to act in a timely manner to a new or changing situation for which the existing rules and procedures are inadequate or inappropriate.

C. Transition.

The initial versions of The Standards and The Procedures shall be created by dividing the document referred to as the Standards, REV 01, 2 December 1989, as amended and existing on the date of adoption of these Bylaws. There shall be permitted only editorial changes to the existing language to foster uniformity and consistency with these Bylaws, and the sections shall be renumbered for internal consistency and continuity; these changes shall in no way change the intended meaning of any provision of that document.

ARTICLE X - Changes to These Bylaws

A. Any provision of these Bylaws may be adopted or amended by the membership at any regular meeting, provided that:

1. Such change or adoption shall have been moved, seconded, and carried at a regular meeting of the MARC preceding the regular meeting at which such change or adoption is finally determined;

2. Such change or adoption, after having been carried by the membership once as provided in section 1 above, shall have been printed in the MARC newsletter or other written communication, transmitted by electronic means and/or USPS to all members and to the coordinating bodies for each State and Province bordering on Michigan, with an invitation for comment, at least 30 days prior to the regular meeting at which it is finally adopted (Such notice shall be deemed delivered when sent via First Class U.S. Mail or electronically to the address currently on record with the MARC.)

3. That written comments made to the Officers of the MARC during the pendency of the matter, whether by members or by representatives of the coordinating bodies of other States or Provinces, shall be reported upon to the membership for their consideration no later than at the regular meeting at which the matter is finally resolved.

ARTICLE XI - Operation of Law

A. If any provision of these Bylaws, or any provision of any document referred to by these Bylaws, shall be found to be contrary to any law or regulation, then that provision shall automatically be considered null and void. This action shall have no effect on the validity and enforce ability of the remaining provisions of these Bylaws or any document referred to by these Bylaws.

Bylaws for the Michigan Area Repeater Council, Inc.

· Proposed at the 2 March 1991 Meeting

· Moved, Seconded, and Carried at the 1 June 1991 Meeting

· Final Ratification at the 7 September 1991 Meeting

· These Bylaws supersede and repeal all previous Bylaws and Amendments thereto, modify the Articles of Incorporation, and supersede and repeal any portion of the Standards which conflict with these Bylaws. These Bylaws shall take effect immediately up on final acceptance by the members, except that there shall be no change in the amount of any dues until the end of the calendar year in which final acceptance occurs. Also, other documents which are altered by any provisions contained herein shall be amended or rewritten by the time of the meeting immediately following the meeting at which final acceptance occurs.