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.

 

 

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.

 

Amended 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.

 

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