NEWARA

For RADIO Active Hams

NEWARA By-Laws

NORTHEAST WYOMING AMATEUR RADIO ASSOCIATION, INC.
Adopted: 4/8/06

Amended 1/10/2015

BYLAWS

ARTICLE I
NAME and LOCATION
1.1 The name of the Corporation shall be the Northeast Wyoming Amateur Radio
Association, Incorporated.
1.2 The principal office for the Corporation shall be in Gillette, Wyoming.

ARTICLE II
PURPOSE
2.1 The purpose of the Northeast Wyoming Amateur Radio Association, Incorporated
is to advance the general interest of amateur radio in the communities located in
northeastern Wyoming and to provide an alternate communication system in time of
emergency or disaster.

ARTICLE III
MEMBERSHIP
3.1 Membership in the Northeast Wyoming Amateur Radio Association, Incorporated
is open to all interested individuals who meet requirements determined by the
Corporation. Membership status is based upon the following categories:
3.1.1 Full membership is open to individuals who are licensed, amateur radio operators.
A full membership includes voting privileges and the right to hold elected office.
3.1.2 Associated membership is open to anyone with an interest in amateur radio, but
who is not a licensed, amateur radio operator. An associate member may not vote or
hold office.
3.1.3 Student membership is open to any full or part-time student with an interest in
amateur radio. A student member may not vote or hold office, unless that member
is a licensed, amateur radio operator and has paid dues for the calendar year.
3.1.4 Family membership is open to any family member of an individual holding full,
associate or student membership status. Family members may not vote or hold
office, unless a family member is a licensed, amateur radio operator and has paid
family membership dues for the calendar year.
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3.2 Annual membership dues are determined by the Board of Directors. Annual dues
shall be prorated for new members joining during the calendar year.
3.3 A membership term consists of one twelve (12) month period beginning February 1
and ending on January 31.
3.4 Voting privileges and the right to hold office are restricted to only those members
who are licensed, amateur radio operators and who have paid their dues in full for
the calendar year.

ARTICLE IV
BOARD OF DIRECTORS
4.1 The number of Directors constituting the Board of Directors of the Corporation
shall consist of no less than three or more than seven.
4.2 All members of the Board of Directors shall be elected by the Corporation’s
members.
4.3 A board of Director’s term shall consist of two years and terms shall be staggered
for perpetual membership.
4.4 All members of the Board of Directors shall hold full membership status. Directors
shall be a resident of the three counties serviced by North East Wyoming Amateur
Radio Association. Should a Director become ineligible during that Director’s term
of office, or otherwise leave office, the Board of Directors shall declare a vacancy.
Members of the Corporation shall elect a new Director to serve the remainder of the
unexpired term.
4.5 Any Director desiring to resign from the Board of Directors shall submit a written
letter of resignation to the Board President.
ARTICLE V

MEETINGS
5.1 All meetings of the Corporation shall be open to the public and governed in
accordance with Robert’s Rules of Order, Newly Revised.
5.2 Attendance at, and proceedings of all meetings, shall be recorded. Copes of minutes
shall be distributed to each Director of the Board of Directors within ten (10)
working days following the meeting.
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5.3 An annual meeting shall be held during the month of January.
5.4 The Board of Directors shall meet at least quarterly during the year, or more
frequently as deemed necessary.
5.5 Each Director serving on the Board of Directors shall have one vote, except where a
conflict of interest prohibits that Director from voting on a particular item of
business.
5.6 The presence of at least fifty percent (50%) of the Board of Directors shall be
required to conduct business. A simple majority vote shall constitute official
action. The Chairman shall not vote except in cases of a tie.
5.7 If a Director disagrees with any decision made by the majority of the Board of
Directors, and wishes to act contrary to that decision, it shall be the duty of the
Director to inform the Board of Directors that his/her action is in opposition to the
Board of Directors’ wishes and any subsequent action(s) taken by that Director is
on behalf of that individual only.

ARTICLE VI
OFFICERS
6.1 Directors for the Board of Directors shall be elected at the annual meeting by
members of the Corporation. A term of elected office is listed in article 6.6.
Directors may be re-elected for additional terms of office.
6.2 Officer positions on the Board of Directors shall consist of the Chairman, Vice
Chairman, Secretary, Treasurer and one Member-At-Large. Only voting members
are eligible to hold office.
6.3 Officers shall be elected by the Board of Directors annually.
6.4 Officer vacancies shall be filled by a majority vote of the members of the
Corporation in attendance at the next meeting. The new officer shall serve the
remainder of the unexpired term.
6.5 Officers may be removed from their elected office for failure to appropriately carry
out the duties of the office. Removal from office shall require two-thirds (2/3) vote
of members of the Corporation present at the meeting.
6.6 To ensure perpetuity, the initial Board of Directors shall be elected for the
following terms: Chairman, 2 years; Vice Chairman, 2 years; Secretary, 1 year;
Treasurer, 1 year; and, Member-At-Large, 1 year.
6.7 The Corporation defines the duties for each office as follows:
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6.7.1 Chairman
a) preside at all meetings;
b) establish meeting agendas;
c) schedule meetings;
d) establish committees and appoint a committee chairperson;
e) sign documents in the name of the Corporation; and
f) officially represent the Corporation in all matters or designate an
alternate.
6.7.2 Vice Chairman
a) act in absence of the Chairman;
b) serve as Chairman until the Directors select a new Chairman in the event
of resignation, incapacity or death; and,
c) perform other duties as assigned by the Chairman.
6.7.3 Secretary
a) record the business of each meeting and provide a copy to each member;
b) handle routine correspondence for the Corporation; and,
c) maintain the Corporation’s documents.
6.7.4 Treasurer
a) maintain an accurate accounting of the Corporation’s assets;
b) perform fiscal duties required by the Corporation; and
c) scheduled and participate in the annual audit conducted by an
independent auditor.
6.7.5 Member-At-Large
a) represent the interests of the association’s membership
b) other duties as assigned by the Chairman.
6.7.6 Combined Secretary and Treasurer Offices
a) The offices of Secretary and Treasurer may be combined with one
Director elected to perform the tasks of both offices.

ARTICLE VII
COMMITTEES
7.1 The Chairman shall establish committees, as needed, to accomplish the
Corporation’s mission and purpose. A Committee chairperson shall be a voting
member of the Corporation.
7.2 Committee chairpersons may appoint individuals other than members, who have
an interest in the Corporation’s mission and purpose and who wish to participate.
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7.3 Written minutes and/or oral reporting of all committee meetings shall occur at the
next scheduled Board of Directors meeting.

ARTICLE VIII
FISCAL MANAGEMENT
8.1 The fiscal year of the Corporation is designated as February 1 through January 31
of each year.
8.2 At the close of each fiscal year, the books and records of the Corporation shall be
audited.
8.3 The Board of Directors shall have the responsibility of approving all contracts. The
Board of Directors may authorize the Chairman to approve contracts within
financial limits established by a majority vote at any duly called Board of Directors
meeting.
8.4 All warrants drawn on the accounts of the Corporation shall bear two signatures.
8.5 The Corporation shall keep an accurate and complete set of books and records of
accounts, according to generally accepted accounting principles for private, nonprofit
corporations. Upon request, all books and records of the Corporation may be
inspected at any reasonable time by members of the Corporation and the public at
large.

ARTICLE IX
NON-DISCRIMINATION
9.1 Membership in the Corporation and all services provided by the Corporation’s
members shall be without regard to race, color, religion, sex, national origin,
disability, age, veteran status, sexual orientation or political belief.

ARTICLE X
CONFLICT OF INTEREST
10.1 It is the duty of each member to declare any conflicts of interest or the perception of
a conflict of interest. Should an issue occur where a member has a personal vested
interest or a vested relationship with an agency or person that will financially
benefit from the decision related to that issue, it shall be the duty of the member to
declare a conflict of interest prior to discussion of the issue. The member may be
allowed to particip0ate in the discussion of the issue, but shall be exempt from the
right to vote on that issue.
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ARTICLE XI
AMENDMENTS
11.1 These By Laws may be amended at any meeting of the Board of Directors by a
majority vote of the Directors in office at the time of any regular or special meeting,
if at least ten (10) days notice is given of the intention to amend the By Laws, and
such notice contains a copy of the proposed amendment(s).

ARTICLE XII
DISTRIBUTION OF ASSETS UPON DISSOLUTION
12.1 In the event of the dissolution of the Corporation, or in the event that it shall cease
to carry out the purposes set forth in the Articles of Incorporation, the Board of
Directors shall, after paying or making provision for payment of all liabilities of
the Corporation, dispose of the assets in such a manner as to benefit organizations
operated exclusively for charitable, scientific or education purposes who are in
compliance with Section 501 (c )(3) of the Internal Revenue Code.

Adopted: 4/8/06 Amended 1/10/2015
Garth Crowe Secretary

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