Bylaws

Bylaws

 

Last amended – 2005.04.21
 

  1. THE SOCIETYThe Manitoba Repeater Society Inc. (hereinafter referred to as “MRS”) shall be a non-profit organization dedicated to improving communications through FM and Repeater operation in Amateur Radio.

     

  2. HEAD OFFICEThe Head Office of MRS shall be in the City of Winnipeg. The mailing and business address shall be as chosen by the Board of Directors.

     

  3. BOARD OF DIRECTORS 
    1. The affairs of MRS shall be managed by a board consisting of a minimum of five (5) and a maximum of ten (10) directors. Each director must be a member of MRS for at least thirty (30) days prior to being elected to the board. 
    2. Elections to the Board of Directors shall be held at the Annual General Meeting of MRS. The entire Board of Directors shall be retired at each Annual General Meeting. Each director can run for re-election if he/she so desires. There shall be no limit to the number of terms a director may serve. 
    3. A nominating committee, consisting of one (1) or more members of MRS shall be struck at least thirty (30) days prior to the Annual General Meeting. This committee shall be empowered to solicit candidates for the Board of Directors. 
      1. Qualified members of MRS may be nominated for the Board of Directors at the Annual General Meeting. Members nominating such a candidate must ensure that the member is willing to stand for office before nominating him/her. To be eligible to stand for office, a person must be a member in good standing for at least thirty (30) days prior to the Annual General Meeting.*** Amended 99.08.21 ***

         

      2. Nominations for election to the board of directors shall only be accepted in writing up to the time nominations are closed at the annual general meeting and with the signature of the nominee.

       

    4. Voting is normally done by show of hands. Voting must be done by secret ballot if requested by a majority of members present at an Annual General Meeting. 
    5. The new elected directors of MRS shall hold a directors meeting within fifteen (15) days of the Annual General meeting. At that time, the directors will choose from amongst themselves who will fill the following positions: 
      President
      Vice-President
      Treasurer
      Secretary
      Membership Chairman
      Technical Committee
      Other members

       

    6. Members of the Board of Directors can hold more than one office, except that the President cannot also be Vice-President. 
    7. Vacancies on the Board of Directors can be filled by the directors by appointment of a qualified member of MRS. If the Board of Directors no longer has a quorum, due to vacancies, a Special General Meeting to elect directors to complete the terms of office shall be called. This meeting must be called within forty-five (45) days of the loss of a quorum. 
    8. A member of the Board of Directors may be removed at an AGM, a semi-annual general meeting, or at a special meeting. At least seven (7) days notice of such a meeting together with the purpose of the meeting, must be given. A two-thirds (2/3) majority of MRS members present must vote in favour of the removal. Another qualified member of MRS can be elected, by a simple majority of members present, to fill the vacancy for the balance of the term.*** Amended 05.04.21 ***

     

  4. QUORUM AND MEETINGS, BOARD OF DIRECTORS 
    1. A minimum of five (5) directors shall constitute a quorum for the transaction of business. Monthly executive meetings shall be held at a mutually convenient date, time and location. The Secretary, or other designated member of the board shall be responsible for notifying each director of the upcoming meeting. 
    2. The Board of Directors may consider or transact any MRS business at any directors meeting.

     

  5. VOTING, BOARD OF DIRECTORSQuestions at executive meetings shall be decided by a majority vote. In the case of a tie, the chairman of the meeting shall cast a second, tie breaking vote.

     

  6. REMUNERATIONThe directors of MRS shall receive no remuneration for acting as such.

     

  7. DUTIES OF THE PRESIDENTThe President has the following responsibilities:

     

    1. To preside at all general meetings of the membership and directors meetings of MRS; 
    2. To be responsible for the general management and supervision of the affairs and the operations of MRS; and 
    3. Along with the Secretary, or other official appointed for the purpose, to sign all by-laws and membership certificates.

    In the absence or inability of the President, his duties shall be assumed by the Vice-President or other designated director.

     

  8. DUTIES OF THE SECRETARYThe Secretary has the following responsibilities:

     

    1. To attend and record minutes of all meetings. 
    2. To give proper notice of meetings to directors and members. 
    3. To be custodian of the corporate seal, all books and records, correspondence, contracts, repeater licences and any other documents concerning MRS. 
    4. To deliver up such items in (c) above, as required when authorized by a resolution of the Board of Directors. 
    5. To provide a copy of the minutes of the previous month’s meeting to each director at the current executive meeting. 
    6. To provide each member in attendance at an Annual General, General or Special Meeting with a copy of the minutes of the last Annual General, General or Special Meeting as the case may be. 
    7. Other duties as determined from time to time by the Board of Directors.

     

  9. DUTIES OF THE TREASURERThe Treasurer has the following duties:

     

    1. To keep full and accurate records of all income, receipts and disbursements of the society. These records shall be kept in proper account books, using accepted accounting practices. 
    2. To make deposits and withdrawals from the MRS bank account as required. 
    3. To get receipts for all outlays of cash or cheques on behalf of MRS. 
    4. To disburse funds of the Society when directed at an executive meeting. 
    5. To present a full and up-to-date financial statement at each executive meeting. 
    6. To work closely with the other directors to prepare and present a one year budget and a long term budget for MRS. 
    7. To ensure that the President, Vice-President, Secretary and Treasurer, along with designated members of the Technical Committee have signing authority from the MRS financial institution. 
    8. Other duties as determined from time to time by the Board of Directors.

     

  10. DUTIES OF THE TECHNICAL DIRECTORThe Technical Director shall oversee all aspects of the technical services which are part of the MRS activities under the mandate of these By-Laws.

     

  11. DUTIES OF OTHER DIRECTORSThe duties of all other officers of the MRS shall be such as the terms of their engagement call for or the Board of Directors requires of them.

     

  12. EXECUTION OF DOCUMENTSDeeds, transfers, licences, contracts and engagements on behalf of MRS shall be signed by the President or the Vice-President and by the Secretary. The Secretary shall affix the corporate seal to any documents if so required.

     

  13. BOOKS AND RECORDSThe Directors shall see that all necessary books and records of MRS required by these By-Laws, or by any statute of law, are regularly and properly kept.

     

  14. MEMBERSHIP 
    1. Each member shall be bound by the By-Laws of MRS. 
    2. Application for membership shall be on a designated form and presented to the Membership Chairman and is acceptable at any time of the year. 
    3. Membership cannot be assigned or transferred. 
    4. Dues shall be set at the Annual General Meeting. The Secretary is responsible for ensuring that notice of any required changes in dues is published at least seven (7) day in advance of an Annual General Meeting.*** Amended 05.04.21 ***

       

    5. Members who do not renew their membership on, or before, December 31, automatically cease to be members of MRS. These members will be reinstated upon full payment of all unpaid dues and a majority vote of the Board of Directors. 
    6. Associate membership is permitted for “non-hams”, but associate members do not have voting privileges, and cannot sit on the Board of Directors. Associate members shall be bound by all applicable By-Laws. 
    7. A member may resign in writing from MRS. This resignation becomes effective upon acceptance by the Board of Directors. 
    8. Each member in good standing is entitled to one(1) vote on each question at any Annual General, General or Special Meeting. 
    9. A member may submit a proxy vote at any meeting,by submitting his vote clearly, in writing, to a specific motion or question. 
    10. Each new member will be issued a membership card, which will be prepared and presented by the Membership Chairman. 
    11. Each member will receive a new membership card annually, upon payment of dues.

     

  15. DUESDues shall be as set from time to time at an Annual General meeting and are not refundable.

     

  16. ANNUAL AND OTHER MEETINGS OF MEMBERS 
    1. All meetings of MRS shall be governed by Roberts Rules of Order. 
    2. The Annual General Meeting of MRS shall be held in Winnipeg. Other meetings shall be held at various locations throughout Manitoba at the discretion of the Board of Directors 
    3. Annual, Semi-Annual or Special meetings of the members shall be held at a place, date and time selected by the Board of Directors. The executive shall give at least seven (7) days notice of such meetings, either via the 2 metre nets on MRS repeaters, or by mail.*** Amended 05.04.21 ***

       

    4. Each meeting shall consist of reports from various committees of the executive, including Technical Chairman, Membership Chairman and Treasurer. The Board of Directors and members can ask questions, present motions and transact any business, at any meeting. 
    5. Only the Annual General Meeting shall include election of officers and an audited financial report. In the case of a vacancy on the Board of Directors, a member can be elected to fill the vacancy at any meeting. 
    6. No error or omission in giving notice of any meeting shall invalidate such a meeting. 
    7. Adjournment shall be according to Roberts Rules of Order. 
    8. A quorum for any Annual General, Semi-Annual, General or Special meeting shall consist of fifteen per cent (15%) of the total membership of MRS at the time of the meeting. 
    9. Each member in good standing of MRS shall have one (l) vote on any motion or any other question at a meeting. 
    10. At all meetings, every question shall be decided by a simple majority of members in good standing present. Voting shall be by a show of hands, unless a secret ballot is agreed to by a majority of members in good standing present. In the event of a tied vote, the chairman of the meeting shall cast a second or “casting” vote to decide the question. 
    11. The chairman of any meeting shall have the right to table any motion or question until the following meeting or call a Special Meeting of members to discuss such motion or question.

     

  17. FINANCIAL YEARThe financial year for MRS shall be from January 1 to December 31.

     

  18. CHEQUES 
    1. All cheques for payment by MRS shall be endorsed by two (2) members of the executive with signing authority from MRS. 
    2. The Treasurer, or his designated alternate, shall endorse all incoming cheques “for deposit only to MRS”, and deposit them, along with any cash received, in the designated bank account.

     

  19. DISPOSITION OF ASSETSIn the event that MRS should cease operations, all assets shall be sold for the best price possible, and along with all cash, cheques and any other funds, shall be donated to the Manitoba Red Cross for its use as it sees fit.

     

  20. AMENDMENTS TO THESE BY-LAWS 
    1. Amendments to these By-Laws shall be moved at the Annual General Meeting only. 
    2. Any member in good standing may propose an amendment to these By-Laws by notification to the President in writing at least sixty (60) days prior to a General Meeting. 
    3. The President shall inform all members, in writing, or by means of the 2 metre nets on MRS repeaters or in MRS newsletter, together with a copy of the proposed amendment, that such a By-Law amendment has been proposed for the next meeting.

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