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ICARC Bylaws


ARTICLE V - BOARD OF DIRECTORS

Section 5.1. Powers and Duties of Board.

    Except to the extent the Articles, These Bylaws, or the Revised Act expressly provide otherwise, all corporate powers shall be exercised by or under the authority of, and the affairs of the Corporation managed under the direction of, the Board.

Section 5.2. Number, Duties and Qualifications of Directors.

    (a) The Board shall initially consist of six directors. The number of directors may be changed, from time to time, by the members, but shall not exceed ten. In addition to two at-large directors, the directors shall be nominated and elected to hold, and upon being so elected, shall automatically hold, the following offices:

        (i) President

        (ii) Vice President

        (iii) Secretary

        (iv) Treasurer

        (v) Club Radio Station Trustee

        (vi) Activities Coordinator

    (b) Any individual who is a member and holds a valid amateur radio license issued by the United States Federal Communications Commission is eligible to serve as a director and officer.

Section 5.3. Election and Term of Directors.

    (a) Subject to subsection (b), all the directors shall be elected by the members at each annual meeting. The term of each director shall be one year. Directors may be elected for successive terms. The term of a director filling a vacancy in the office of a director expires at the next election of directors by members. Despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies, or until there is a decrease in the number of directors.

    (b) The director who serves as Club Radio Station Trustee will hold office for the term of the Corporationís radio station license.

 Section 5.4. Resignation of Directors.

    A director may resign at any time by giving written notice to the Board, its presiding Officer, or the President or Secretary. A resignation is effective when the notice is given unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.

Section 5.4. Removal of Directors.

    The members may remove one or more directors (including the entire Board) without cause, provided that a director may be removed by the members only at a membership meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the membership meeting is the removal of the director (naming the director to be removed).

Section 5.5. Vacancy on Board.

    If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, any of the following may occur:

    (a) The members may fill the vacancy.

    (b) The Board may fill the vacancy.

    (c) If the directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

Section 5.6. Compensation of Directors.

    Directors shall not be entitled to compensation for their services as directors, provided, however, that the Corporation shall reimburse directors for expenses reasonably incurred on behalf of or in fulfilling their duties to the Corporation.





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Last updated June 11, 2004 by KØCF