ILLINOIS REPEATER ASSOCIATION BY-LAWS Amended July 22, 2023 ARTICLE I: NAME The name of the organization shall be the Illinois Repeater Association. The common acronym for this organization shall be IRA. ARTICLE II: PURPOSES and CORPORATE STATUS SECTION 1: PURPOSES It shall be our purpose to facilitate the exchange of information and general cooperation between members, to provide frequency coordination services in frequency bands allocated to amateur repeaters and other relay facilities, to serve as a forum for technical standardization in the Amateur Radio Service, to represent Amateur Radio interests in matters under consideration by the Federal Communications Commission, the American Radio Relay League, or any other organization so involved, to promote common events, and to help provide community service through the usage of Amateur Radio and Amateur Radio relay facilities. SECTION 2: CORPORATE STATUS The Illinois Repeater Association shall be incorporated as a not-for-profit corporation in the State of Illinois, and shall be so organized as to qualify for federal tax-exempt status under Section 501 of the U.S. Internal Revenue Code. ARTICLE III: MEMBERSHIP SECTION 1: MEMBERSHIP TYPES The Illinois Repeater Association, Inc. shall have three (3) classes of membership; Regular, Associate, and Honorary. Regular and associate members shall pay dues as voted by the regular members. Honorary members shall not pay dues. SECTION 2: QUALIFICATIONS A. Regular Members: Individuals, groups of individuals, Amateur Radio organizations or corporations, owning and operating an Amateur Radio repeater or other dedicated Amateur Radio relay facility, are eligible for regular membership in the Illinois Repeater Association, Inc. Each Amateur Radio group or corporation, no matter how large or small, shall be counted as one entity and shall be entitled to one vote. Each regular member shall elect a Primary Delegate to represent and vote for that regular member at association membership meetings. Each regular member may also select an Alternate Delegate, who shall vote in place of the Primary Delegate during the Primary Delegate's absence. B. Associate Members: Individuals, groups of individuals, or Amateur Radio organizations or corporations not owning or operating an Amateur Radio repeater or other dedicated Amateur Radio relay facility are eligible for Associate Membership in the Illinois Repeater Association, Inc. Associate members shall not vote on any Association business. C. Honorary Members: The Board of Directors may vote Honorary Membership in the Illinois Repeater Association, Inc. to individuals deemed worthy of such membership. Honorary memberships shall be for one year only and shall be subject to renewal annually by the Board of Directors. Honorary members shall not vote on any Association business. SECTION 3: APPLICATION FOR REGULAR and ASSOCIATE MEMBERSHIP Applications for regular and associate membership shall be submitted to the Secretary/Treasurer by mail or at a meeting. Only those regular members whose dues, assessments, and membership requirements are currently satisfied, are considered members in good standing and eligible to vote on IRA business. SECTION 4: DUES The amount of yearly dues shall be determined by vote of the regular members at the annual membership meeting and will be payable and due as of January 1st yearly. Regular Members shall be considered to be in good standing if dues are paid by the beginning of the Annual Meeting in the year they are due. Membership approved annual dues changes shall take effect in the fiscal year following the year in which the dues change was approved. ARTICLE IV: OFFICERS SECTION 1: PRESIDENT The President shall preside at all meetings of the Illinois Repeater Association, Inc. and conduct same according to the rules adopted. He shall enforce due observance of these By-Laws, and shall perform all other customary lawful duties pertaining to the office of President. The term of office shall run for two consecutive years. SECTION 2: VICE-PRESIDENT The Vice-President shall assume all duties of the President in his absence of the latter and shall assume other such lawful duties as he may be delegated. The term of office shall run for two consecutive years. SECTION 3: SECRETARY/TREASURER The Secretary/Treasurer shall keep minutes of all meetings and membership records, and shall be responsible for the publication of an IRA newsletter. In addition, the Secretary/Treasurer shall collect all dues, assessments, and fees, pay all bills, and keep accounts of all monies received and disbursed. The Secretary/Treasurer shall assume any other lawful duties as may be delegated. The term of office shall run for two consecutive years. ARTICLE V: ELECTION OF OFFICERS SECTION 1: NOMINATION AND INSTALLATION Nomination of candidates for the three officers of the Illinois Repeater Association, Inc. shall be made at the appropriate annual membership meeting. Election of these officers shall take place at that annual membership meeting and shall be by majority vote of those delegates in attendance. Installation of all officers shall take place at the same membership meeting. SECTION 2: QUALIFICATIONS FOR OFFICE Persons nominated for, or holding Association offices must be regular members in good standing or delegates of regular members in good standing of the Illinois Repeater Association, Inc., and shall hold a valid Amateur Radio license, Technician Class or higher. SECTION 3: VACANCIES Vacancies occurring between annual elections must be filled by the IRA Board of Directors until the next annual membership meeting wherein the vacancy will be filled by majority vote of the regular members in good standing and/or their delegates, or proxies, in attendance. SECTION 4: REMOVALS Officers may be removed by mail vote of 67% of the regular members in good standing, and/or their delegates, or their proxies, or by vote of 75% of the regular members in good standing, and/or their delegates, or proxies present at a membership meeting. ARTICLE VI: DIRECTORS SECTION 1: GENERAL POWERS The affairs of the corporation shall be managed by its Board of Directors. The Board of Directors shall meet in person, or by telephone conference, as necessary to conduct all business of the Illinois Repeater Association, Inc. Minutes of these meetings shall be published in the IRA newsletter, and may be published electronically as needed. SECTION 2: COMPOSITION OF THE BOARD OF DIRECTORS The composition of the Illinois Repeater Association, Inc. Board of Directors shall be as follows: A. There shall be seven (7) Directors. B. The President, the Vice-President, and Secretary/Treasurer will serve as members of the Board of Directors. C. Four members shall be elected at the first annual meeting; two members to serve a two year term, and another two members to serve a one year term. Thereafter, two members of the Board of Directors shall be elected to a two year term each year at the annual meeting. SECTION 3: QUALIFICATIONS FOR OFFICE Persons nominated for, or serving as members of the IRA Board of Directors must be regular members in good standing or delegates of regular members in good standing of the Illinois Repeater Association, Inc., and shall hold a valid Amateur Radio license, Technician Class or higher. SECTION 4: VACANCIES Vacancies for members of the board are filled in the same way as officers vacancies. SECTION 5: REMOVALS The Directors may be removed in the same way as officers are removed. ARTICLE VII: MEETINGS An IRA membership meeting shall be held at least annually at such place as the President shall order. Both membership and board meetings may be called by the President at his discretion, or by majority vote of the IRA Board of Directors. Notices of all membership meetings, with the proposed agenda included, shall be sent by first class mail, by the Secretary/Treasurer, to the entire membership at least 30 days before the time of the meeting. Only such business as is designated in the notice shall be transacted at this membership meeting. Should the membership be precluded from meeting face-to-face at least once per annum, the President may call an electronic meeting to occur using technology that will allow video and audio of all attendees to be uniformly enjoined. The membership may, at their discretion, participate with or without audio and/or video input. The Board and Officers must participate with at least a full duplex audio connection. Non-Face to Face meetings will only be permitted should State or Federal laws prohibit the gathering of the membership in person. ARTICLE VIII: VOTING SECTION 1: PRIVILEGES Regular members shall be entitled to cast one vote per organization at any membership meeting of the Association. Regular members may assign their proxy to one person, in writing to the Secretary/Treasurer, who shall be entitled to vote for the regular member. Such individuals, groups, Amateur Radio organizations or corporations so represented must be regular members in good standing of the Illinois Repeater Association to be counted in any voting. SECTION 2: PROCEDURE A. Voting at Meetings: Voting at all membership meetings for the election or removal of officers and directors, and for the amendment of these by-laws, shall be by written secret ballot. Voting on other matters up for consideration shall be by voice vote, or show of hands, unless a written ballot is requested by two-thirds of the regular members present in good standing or their delegates or proxies. B. Mail-In Ballots: Voting by mail shall be carried out by printed ballot issued by the Secretary/Treasurer and mailed by first class mail to all of regular members in good standing. This ballot shall be mailed to the address listed in the Secretary/Treasurer's membership records. All mail ballots must be returned to the Secretary/Treasurer no later than three weeks from the issue date printed on the ballot. C. Vote Tally: The President shall appoint a Teller Committee of three regular IRA members in good standing, or their delegates, or proxies, who shall tally the written ballots and post the election results at the membership meeting where the vote was taken. In the case of a mail ballot, the Teller Committee shall tally and post the election results with both the President and Secretary/Treasurer within one week after the three week ballot return deadline has expired. The results of the mail ballot shall be posted in the next issue of the IRA Newsletter, or by means of a first class mail notice to all IRA members in good standing. ARTICLE IX: QUORUM At all IRA membership meetings, a minimum of five regular members in good standing and/or their delegates, or their proxies, plus two officers and one other director shall be considered a quorum for the transaction of business. ARTICLE X: MEETING RULES Robert's Rules of Order in its most current edition shall govern proceedings. ARTICLE XI: FREQUENCY ALLOCATION AND COORDINATION The President shall appoint, with the approval of the Board of Directors, one or more Frequency Coordinators who shall keep records appropriate to the coordination of Amateur Radio repeater frequencies, and the coordination of the frequencies used by other Amateur Radio relay facilities in the State of Illinois. The function of the coordinator(s) shall be to allocate frequencies, access modes, and special functions tones/codes so as to minimize interference between Amateur Radio relay facilities. IRA Frequency Coordinators shall, when possible or practical, work with adjacent state frequency coordinators when dealing with coordination requests 120 miles or less from the state border in order to prevent or minimize cross-border interference. ARTICLE XII: MEMBERSHIP IN MID-AMERICA COORDINATION COUNCIL, INC. SECTION 1: MEMBERSHIP The Illinois Repeater Association, Inc., hereby subscribes to membership in the Mid-America Coordination Council, Inc., or its successor, for the purpose of standardizing coordination and technical criteria, establishing a common lobbying group in Amateur Radio matters that may be under consideration by the Federal Communications Commission, the American Radio Relay League, or any other organization so involved, and adhering to the Mid-America Coordination Council, Inc. policies. The commonly used acronym for this organization is MACC. SECTION 2: REPRESENTATION ON THE MACC BOARD OF DIRECTORS The Board of Directors of the Illinois Repeater Association, Inc. is hereby authorized to elect two regular IRA members in good standing, and/or delegates of regular IRA members in good standing to represent the Illinois Repeater Association on the Board of Directors of the Mid-America Coordination Council, Inc., or its successor. SECTION 3: MACC COORDINATION COMMITTEE One of the IRA frequency coordinators, appointed by the IRA Board of Directors, shall be a member of the Mid-America Coordination Council, Inc. Coordination Committee, or its successor. ARTICLE XIII: FREQUENCY COORDINATION PROCEDURES AND BANDPLANS SECTION 1: APPLICABILITY OF MACC BANDPLANS and COORDINATION PROCEDURES Where possible, the Illinois Repeater Association, Inc. shall use the MACC proposed frequency coordination procedures and bandplans which shall be an attachment to this document. As of the acceptance of this document, all repeaters listed in the IRA records on or before December 31, 1987, shall be considered grandfathered and coordinated at the location and technical operating parameters current as of that date. Changes in the location of the system or changes in the technical operating parameters beyond replacing existing equipment with the same or equivilent equipment at the same site shall invalidate grandfathered status and require recoordination under current rules and policies. SECTION 2: MODIFICATION OR ADDITIONS TO MACC GUIDELINES and PROCEDURES The IRA Board of Directors may, as necessary, expand, clarify, or modify any or all MACC Bandplan and Frequency Coordination Guidelines. These various guidelines and procedures shall be published by the Illinois Repeater Association, Inc. in a manner deemed appropriate by the the Board of Directors. SECTION 3: RULES and POLICIES All frequency coordination applicants, and all current frequency coordination holders - regardless of initial coordination date, shall operate and maintain their Amateur Radio repeater systems, and relay facilities according to both Part 97 of the Rules and Regulations of the Federal Communications Commission, and the Rules and Policies of the Illinois Repeater Association. Frequency coordination and decoordination procedure and policy shall be based on that adopted as part of the IRA Rules and Policies. ARTICLE XIV: DISSOLUTION and ASSET DISPOSITION SECTION 1: TIME FRAME In the event of the cessation of any Illinois Repeater Association, Inc. organizational activities for a period of at least fifteen (15) calendar months, the then remaining IRA officers and directors may submit a proposal to dissolve the IRA to the regular members then in good standing. SECTION 2: PROCEDURE Upon the approval by 67% of such members, and/or their delegates, or proxies, voting on this proposal to dissolve, the surviving IRA officers and directors shall: (1) Pay all outstanding bills, to the extent that IRA assets permit, (2) Surrender the Corporate Charter to the Secretary of State of Illinois, and (3) Transfer any and all remaining organization assets to the American Radio Relay League Foundation, a charitable foundation as defined by applicable Federal IRS Regulation(s) and/or Statutes. ARTICLE XV: AMENDMENTS The Illinois Repeater Association, Inc. Constitution and/or By-Laws may be amended by mail vote of 67% of the regular members in good standing, and/or their delegates, or proxies or by vote of 75% of the regular members in good standing and/or their delegates, or proxies, present at a memberhip meeting. RATIFICATION: This original document was ratified by voice vote of the charter members of the Illinois Repeater Association, Inc. on Saturday, November 15, 1986. This revised document was ratified by written ballot of the members of the Illinois Repeater Association, Inc. on Saturday, April 17, 1993. Ammended April 16, 2011 for Article III, Section 4 "DUES" by proceedings of 2011 General Meeting. Amended July 22, 2023 for Article VII, "MEETINGS" by proceedings of 2023 Special Meeting.