CQ Pride Augusta

Bylaws

BYLAWS OF CQ Pride Augusta, Inc.

(A Georgia Nonprofit Corporation — Educational/Charitable; Member Corporation)

ARTICLE I — NAME, FORMATION, OFFICES

  1. Name. The name of the corporation is CQ Pride Augusta, Inc. (the “Corporation” or the “Club”).
  2. Nonprofit Corporation. The Corporation is organized under the Georgia Nonprofit Corporation Code (the “Act”).
  3. Principal Office. The principal office shall be in Richmond County, Georgia (or such other location in Georgia as the Board may determine). The Corporation may maintain additional offices as needed.

ARTICLE II — PURPOSES AND LIMITATIONS (501(c)(3))

  1. Exempt Purposes. The Corporation is organized and shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (the “Code”). The Corporation’s educational purposes include, without limitation, public education and training related to amateur radio, radio communications, electronics, emergency communications preparedness, and related STEM topics.
  2. No Private Inurement / Private Benefit. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private persons, except that the Corporation is authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
  3. Political Activity Prohibited. The Corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.
  4. Lobbying Limitation. No substantial part of the activities of the Corporation shall be attempting to influence legislation, except to the extent permitted under Section 501(c)(3) of the Code (and, if elected, within the limits of Section 501(h)).
  5. Compliance. The Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code.

ARTICLE III — MEMBERSHIP

Section 3.1 — Classes of Membership

  1. Full Members (Voting). Full Members have full voting rights on matters brought before the membership, including election of officers/directors, membership admissions, and bylaw amendments where required.
  2. Associate Members (Non‑Voting). Associate Members may include individuals who no longer live in the area or do not attend for various reasons but wish to remain members of the Club. Associate Members have no voting rights.
  3. Family Members. Family members in the same household may choose to be Full Members or Associate Members. Dues shall be paid based on the selected membership level.

Section 3.2 — Dues

  1. Full Member Dues. $15 per year.
  2. Associate Member Dues. $10 per year.
  3. Due Date / Good Standing. The Board may set due dates, grace periods, and good-standing rules consistent with these Bylaws.

Section 3.3 — Application and Admission

  1. Application + First Year Dues. Applicants submit an application for membership and their first year’s dues.
  2. Presentation. The Treasurer shall present applicants for admission before a meeting of the General Membership.
  3. Vote Required. Admission requires a two‑thirds (2/3) majority vote of Full Members present and voting at a meeting where a quorum is met.

Section 3.4 — Annual Review of Membership Rolls

  1. Annual Review. The membership rolls shall be reviewed yearly.
  2. Inactive Members. Members not active will be given an opportunity to be moved to Associate status or to end their membership.

Section 3.5 — Removal of Membership (Discipline)

  1. Authority. The Board of Directors may vote to remove the membership of any member found to have engaged in conduct described in Section 3.5(2).
  2. Grounds. Grounds for removal include:
    a. Violation of FCC regulations governing amateur radio;
    b. Any felony criminal conviction; or
    c. Sexually inappropriate behavior with a member of a protected or vulnerable class (including children, disabled individuals, or vulnerable individuals).
  3. Due Process (Procedure). Prior to removal (except when immediate temporary suspension is necessary for safety), the member shall be provided:
    a. written notice of the allegations and the proposed action;
    b. a reasonable opportunity to respond;
    c. an opportunity to be heard by the Board (in executive session if sensitive); and
    d. written notice of the decision.
  4. Effect of Removal. Removal terminates membership rights. Dues are nonrefundable unless the Board decides otherwise.

ARTICLE IV — GENERAL MEMBERSHIP MEETINGS

Section 4.1 — Monthly Meetings

  1. Regular Meetings. Monthly meetings of the General Membership shall be held.
  2. Emergency Cancellation/Reschedule. If an emergency occurs, the meeting may be canceled or moved to a later date with notice to the membership as soon as reasonably practicable.

Section 4.2 — Notice

Notice of regular monthly General Membership meetings shall be given to the membership at least seven (7) days in advance, using the Club’s customary notice methods (including email and/or posting on official club channels).

Section 4.3 — Quorum (Membership)

A quorum for any meeting of the General Membership shall be ten percent (10%) of the Full Members in good standing present (in person and/or by any real-time remote participation method authorized by the Corporation and permitted by the Act).

Section 4.4 — Voting

  1. Voting Members. Only Full Members in good standing may vote.
  2. Default Approval Threshold (Simple Majority). Unless these Bylaws expressly require a greater vote (for example, two‑thirds (2/3)), any action submitted to the voting membership is approved by a simple majority, meaning fifty percent (50%) plus one (1) of the votes cast on the matter at a meeting where quorum is present.
  3. Higher Thresholds Control. Where these Bylaws require a two‑thirds (2/3) vote (including officer elections, membership admissions, and amendments), that higher threshold applies.

ARTICLE V — BOARD OF DIRECTORS

Section 5.1 — Composition

  1. Officers as Directors. The officers of the Club serve as the Board of Directors of the Corporation.
  2. Number. The Board consists of four (4) directors/officers:
    • President
    • Vice President
    • Secretary
    • Treasurer

Section 5.2 — General Powers

The Board manages the affairs of the Corporation, including governance, finances, compliance, committees, and discipline matters as authorized by these Bylaws.

ARTICLE VI — BOARD MEETINGS (OPEN MEETINGS; EXECUTIVE SESSION)

  1. Frequency. The Board shall meet twice a year at minimum.
  2. 30‑Day Notice to Membership. The Corporation shall provide 30 days’ notice to the General Membership of the date, time, and location of each Board meeting.
  3. Open to the Public. Board meetings are open to the public.
  4. Executive Session. If sensitive matters need to be discussed, the Board may enter an executive session consisting only of Board members.
  5. Quorum. A majority of the Board then in office constitutes a quorum.
  6. Voting. Unless otherwise required by these Bylaws, Board actions require a majority vote of directors present at a meeting where quorum is met.
  7. Minutes. Minutes shall be kept for Board meetings; executive-session minutes (if any) may be limited to protect confidentiality.

ARTICLE VII — OFFICERS

Section 7.1 — Election by Membership; Vote Threshold

  1. Election. Officers are elected by the Full Members of the Corporation.
  2. Threshold. Election of any officer requires a two‑thirds (2/3) majority of Full Members present and voting at a meeting where quorum is met.

Section 7.2 — Term Length and Term Limits

  1. Term / Re‑election / Sit‑out. Officers serve two (2)-year terms and may be re-elected to one (1) additional consecutive term in the same office (maximum two consecutive terms). After two consecutive terms in the same office, the individual must sit out a minimum of one (1) full term before being eligible to be elected again to that same office.

Section 7.3 — Vacancies

If an office becomes vacant, the Board may appoint an interim officer until the next General Membership meeting, at which time the membership shall elect a replacement to complete the remainder of the term (or as otherwise provided by policy consistent with these Bylaws).

Section 7.4 — Removal of Officers/Directors (Membership Only)

Because the Officers of the Corporation serve as the Board of Directors, any Officer/Director may be removed only by the Full Members, and only at a meeting called for that purpose. The notice of the meeting must state that removal of the Officer/Director is a purpose of the meeting. Removal requires a two‑thirds (2/3) vote of Full Members present and voting at a meeting where quorum is met.

ARTICLE VIII — COMMITTEES

  1. Ad Hoc Committees (President). The President may create ad hoc committees as necessary for good order and for specific tasks.
  2. Standing Committees (Board Approval). Standing committees must be approved by the Board.
  3. Limits. Committees advise and assist but may not exercise powers reserved to the Board unless expressly authorized and permitted by law.

ARTICLE IX — CONFLICT OF INTEREST

The Corporation shall adopt and maintain a written Conflict of Interest Policy appropriate for a 501(c)(3) organization. Directors/officers shall disclose conflicts and recuse themselves as required by policy.

ARTICLE X — FINANCES AND RECORDS

  1. Fiscal Year. The fiscal year shall be set by the Board.
  2. Financial Controls. The Board shall adopt reasonable financial controls, budgeting practices, and recordkeeping procedures appropriate to the Corporation’s size.
  3. Records. The Corporation shall maintain minutes and financial records as required by law and good governance.

ARTICLE XI — AMENDMENTS

  1. Dual Approval Required. Any amendment, repeal, or replacement of these Bylaws requires:
    a. Two‑thirds (2/3) approval of the Board of Directors, and
    b. Two‑thirds (2/3) approval of the Full Members present and voting at a General Membership meeting where quorum is met.
  2. Notice. Proposed amendments must be provided to the General Membership at least thirty (30) days prior to the meeting at which the amendment vote will occur.

ARTICLE XII — DISSOLUTION

Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or to the federal, state, or local government for a public purpose.