Article 5 – Board of Directors

SECTION 1 – Composition
The affairs of the Corporation shall be controlled and administered by a Board of Directors composed of not less than five and not more than 15 members, who shall be 18 years of age or older, shall hold a valid Amateur Radio License and shall be members in good standing of the Corporation.

SECTION 2 – Election
Directors shall be elected by a majority vote of the existing both in members present at the December meeting. Directors shall serve staggered two-year terms. A Director having served three consecutive terms shall not be eligible for re-election for at least one year.

SECTION 3 – Compensation
The Directors shall serve without compensation.

SECTION 4 – Resignation
A Director may resign by giving written notice of such resignation to the President and the Secretary of the Board.

SECTION 5 – Termination
A Director who fails to attend at least two meetings in a calendar year without sufficient notice or who is three or more months delinquent in paying dues and assessments, may be terminated by a two-thirds vote of the Directors present and voting at a regularly scheduled meeting.

SECTION 6 – Vacancies
Upon the death, removal, resignation, incapacity or leave of absence of any member of the Board of Directors, the vacancy may be filled by vote of a majority of the Board of Directors. A Director elected to fill an unexpired term of less than 12 months shall be eligible for re- election to a full slate of terms (6 years). A leave of absence requested by a member of the Board may be granted by action of the Board for a period of up to one year.

SECTION 7 – Meetings
The Board of Directors shall hold an Annual Meeting during the month of January at a place, time and date that shall be fixed by the Officers. Regular meetings of the Board of Directors shall be held at least seven other times during the year.

Special Meetings of the Board of Directors may be called at any time by the President or the Secretary on written request of 25% of the members of the Board. Any such written request for a special meeting of the Directors shall state the purpose or purposes for which the meeting is being called and the agenda or the meeting shall be limited to those purposes.

SECTION 8 – Quorum
A quorum for the transaction of business at any regular or special meeting of the Board of Directors shall consist of 60%, rounded down of the total membership of the Board.

SECTION 9 – Vote
Each member of the Board of Directors shall be entitled to one vote and any act of a majority of the Directors present and voting at a meeting where a quorum is present shall constitute the action of the Board. Proxies shall be permitted.

SECTION 10 – Committees
Members of the Board of Directors shall serve on at least one of the Standing Committees. The board may appoint such other ad hoc committees, as it deems advisable to assist it in the discharge of its duties.

SECTION 11 – Annual Report
At its annual Meeting in January, the Board of Directors shall receive a complete financial statement from the Treasurer that has been reviewed by a committee comprised of people from outside the club, or club members not serving as officers or on the board of directors. A written report on the current status and progress of its programs and projects shall be submitted by the Chairpersons of each of its Standing Committees.

SECTION 12 – Powers and Responsibilities
In addition to its powers specified elsewhere, the Board of Directors shall have the power to:

1) Enter into agreement with any firm, corporation or government agencies which are consistent with the objectives of the organization.

2) Prepare and approve an annual budget and authorize expenditures from it.

3) Approve selection of owners for properties built or rehabilitated by the Corporation.

4) Assume oversight of mortgages issued to property owners.

5) Otherwise perform all acts authorized by the laws of the Commonwealth of Pennsylvania to be done by a non-profit corporation and not inconsistent with these By-Laws.