## THE GODDARD AMATEUR RADIO CLUB, INC. CONSTITUTION

### Adopted and Amended May 18, 2005 

### 

### Preamble

Be it known that a group of Goddard Employees, licensed Radio Amateurs,
and other persons interested in Amateur Radio have constituted
themselves as the Goddard Amateur Radio Club, Inc., a Maryland
corporation, (herein after referred to as the Club) and hereby enact
this Constitution as its governing law.

### Article I Purpose, Objectives and Charter Authority

1.  The Goddard Amateur Radio Club is a social, technical and
    educational Employee Organization, chartered under the Goddard
    Employee Welfare Association Constitution and Federal Statutes
    covering employee exchanges and service clubs. The Club is organized
    for business as a Maryland Corporation, under the laws and statutes
    of the State of Maryland. The Club is registered with the Internal
    Revenue Service as a CFR Title 18, Section 501 C 4 non-profit
    educational and social organization.

2.  It shall be the purpose of this Club to further the exchange of
    information and cooperation between members to promote radio
    knowledge, fellowship, public service and individual operating
    proficiency, and to conduct Club programs, community outreach and
    other activities that will advance the general interest and
    knowledge of Amateur Radio in the community, and reflect in a
    positive, appropriate manner on the National Aeronautics and Space
    Administration (NASA) and the Goddard Space Flight Center (GSFC).

3.  The objectives of this Club shall be:

    a.  To promote the growth of Amateur Radio by providing assistance
        and encouragement to those interested in becoming Federal
        Communications Commission (FCC) licensed Amateur Radio
        Operators.

    b.  To promote good Amateur Radio station operating practices, and
        to assure that all operating practices comply with FCC rules and
        regulations at all times.

    c.  To participate in Amateur Radio public service activities as an
        organized group and to encourage such participation by
        individual members.

    d.  To advance the technical knowledge and operating proficiency of
        its members.

    e.  To bring the full benefits and enjoyment of Amateur Radio to its
        members through well planned group activities, discussions and
        fellowship.

    f.  To ensure that the public services and benefits of Amateur Radio
        are made public knowledge by the Club\'s example so that the
        prevailing image of Amateur Radio remains positive and assures
        growth and continued use of all the bands and privileges now
        granted to Radio Amateurs in the U.S.A.

    g.  To promote interest in the United States space program by
        utilizing the resources of The Club, its members, and its
        facilities, by appropriate activities, which include
        retransmissions of Space Shuttle communications, educational and
        community outreach programs in schools.

### Article II Membership

1.  All employees of the Goddard Space Flight Center, (Civil Servants
    and on-site, near-site, grant or affiliated contractors), retired
    GSFC Civil Servant employees, and immediate family (household
    members) of the above employees, over the age of 18 years; and
    former NASA GSFC employees and former on-site, near-site, grant or
    affiliated contractor employees who have maintained continuous
    membership status, in good standing, since leaving the center, and
    who continue to assist the Club in its public service role and
    NASA/GSFC outreach efforts; and who have a valid, current FCC
    Amateur Radio Operator\'s license shall be eligible for Full
    membership in the Club.

2.  In recognition of the Club\'s public service and community outreach
    roles and to augment the Club membership to meet these needs, the
    Club may define additional classes of membership. Qualifications,
    rights and privileges for these membership classes shall be defined
    in the Bylaws of the Club.

3.  

4.  Any member who fails to adhere to Club, GEWA, FCC, or GSFC Rules and
    GSFC security restrictions, or who is found to have damaged or
    destroyed capital assets and equipment or to have removed equipment
    without authorization, or who is discharged from Center employment
    for cause, or who is convicted of a criminal offense, shall have his
    or her membership revoked upon a majority vote, with a quorum
    present (as defined in Article V) at a regular Club meeting, or
    special Club meeting called for that purpose, as covered under the
    Goddard Employee Welfare Association (GEWA) Constitution and Bylaws.
    The Club, its officers, Station Trustee and its members shall be
    held harmless in all cases where a membership is terminated for
    cause.

### Article III Officers

1.  The elected officers of the Club shall be: President, Vice
    President, Secretary and Treasurer. A four member Board of Directors
    shall also be elected. The term of the officers and directors shall
    be coincident.

2.  The appointed officers of the Club shall be Property Administrator
    and Station Trustee and shall be appointed by the Executive Board.
    The Property Administrator shall serve a term not to exceed one year
    that terminates at the annual election of Club officers. The term of
    the Station Trustee is specified in Article IV, Section 7 of this
    Constitution. The Executive Board shall appoint other officers as
    required. The appointed officers shall serve a term not to exceed
    one year that terminates at the annual election of Club officers.
    Appointees may be re-appointed.

3.  At least one of the following officers, President, Vice President,
    Secretary, or Treasurer must be a NASA civil servant. The remaining
    officers must be NASA civil servants, Goddard Retired civil
    servants, or on-site contract employees as defined by LISTS. The
    Property Administrator must be a GSFC-Greenbelt Civil Service
    employee or GSFC badged contractor.

4.  The elected Officers and Directors of the Club shall be elected by
    ballot at the annual elections meeting. Elections shall be held at
    least once in each calendar year. Votes may be cast in person or by
    written absentee ballot delivered by mail or in person to the Club
    Treasurer or designee. The elected Officers and Directors of the
    Club must be members in good standing, as defined in Articles II and
    VI, for a period of at least one year and be a FCC licensed Amateur
    Radio Operator of any class. Robert\'s Rules of Order Newly Revised,
    shall govern all Club election procedures.

5.  When a vacancy occurs between elections, or where an insufficient
    number of candidates are nominated at an election and an unfilled
    position exists, the position(s) shall be declared vacant by the
    Executive Board. When a vacancy is declared, an election shall be
    held at the next regular Club meeting after the position has been
    declared vacant, or not more than thirty days from the declared
    vacancy, whichever is less.

6.  Officers may be removed for cause on a motion, duly seconded, and
    upon a majority vote, with a quorum present of the total voting
    membership then in good standing at a meeting called for that
    purpose. Votes may be cast in person or by written ballot delivered
    by mail or in person to the Club Treasurer or designee. Upon removal
    of the officer, the office shall be declared vacant by the Executive
    Board.

7.  The elected officers, members of the Board of Directors, the Station
    Trustee and the immediate past president shall form the Executive
    Board which is authorized to conduct such Club business as permitted
    by this Constitution, the GEWA Constitution, and The Club\'s Bylaws.
    A simple majority of the Executive Board shall constitute a quorum
    to conduct official business. The minutes of each official Board
    meeting shall be kept with the general minutes. The Executive Board
    shall meet at the call of the President.

8.  The newly elected officers shall assume their duties upon
    adjournment of the election meeting.

9.  A Club member may not concurrently hold more than one elected office
    (President, Vice President, Secretary, Treasurer, or Board of
    Directors). The provisions of this article regarding vacancies in
    office shall apply.

10. The order of succession, in the event of a vacancy, absence or
    incapacity in the office of President shall be: Vice President,
    Secretary, Treasurer, Chairman of the Board Of Directors. The
    ranking individual shall serve as President until the vacancy is
    filled under provisions of Article III, paragraph 5.

### Article IV Duties Of Officers And Directors

1.  The President shall preside at all meetings of the Club and conduct
    them according to Robert\'s Rules of Order, Newly Revised. He or she
    shall enforce the provisions of this Constitution and its Bylaws,
    decide questions of order, resolve disputes, sign official documents
    adopted by the Executive Board or the membership, and perform all
    customary duties pertaining to the office of President. The
    President or a person designated by the President, shall represent
    the Club at meetings of the GEWA Club Council Committee and other
    official functions, as required.

2.  The Vice-President shall assume the duties of the President in the
    President\'s absence, as authorized, and shall perform other duties
    that may be assigned to him or her by the President.

3.  The Secretary shall keep minutes of all meetings, maintain the
    Club\'s files, maintain and make available the Master Copy of the
    Constitution and Bylaws, prepare official Club correspondence, read
    all official correspondence and Club minutes, and dispatch written
    notices to each member when required by the Bylaws or the Executive
    Board. He or she shall, at the expiration of the term of office,
    turn over to the succeeding Secretary all items and files belonging
    to The Club, or in the event the office of Secretary is unfilled or
    is vacant, to the President of the Club. Club files and records
    shall be maintained in a secure location.

4.  The Treasurer shall receive all monies paid to the Club and shall
    issue receipts, as required. He or she shall keep an accurate record
    of all accounts receivable, accounts payable, and all cash assets.
    The Treasurer shall pay those bills authorized by the Executive
    Board or the Club membership in a timely manner. The Treasurer shall
    receive all applications for Club membership. Purchases for major
    items (as defined in) not included in the annual budget must be
    submitted to the Treasurer and, in addition, be pre-approved by the
    Executive Board. At the end of the GEWA Fiscal Year the Treasurer
    shall submit an itemized statement of disbursements and receipts to
    the President. The Treasurer shall, at the expiration of the term of
    office, turn over all records and monies belonging to the Club to
    the succeeding Treasurer or, in the event that the office of
    Treasurer is unfilled or is vacant, to the President. A committee
    approved by the Board of Directors shall audit the accounts at that
    time. In addition, the Treasurer shall maintain the Club membership
    roster and verify the standing of all members. The Treasurer shall
    certify the presence of a quorum at all General and special meetings
    of the Club.

5.  The Board of Directors shall consist of four members. They shall be
    elected at the annual elections meeting by the General Membership.
    The term of the Directors shall be coincident with the term of Club
    Officers. Their duties shall conform to the requirements for
    Directors of a Maryland corporation. In addition, they shall:

    a.  Provide general guidance in developing programs for the Club
        during their term. They shall establish the goals of the Club,
        and develop a general program to reach these goals.

    b.  Assist the Club President, Vice-President, Secretary, and
        Treasurer in their official functions. In addition, they may
        serve as alternates in the case where a Club officer is unable
        to function or is otherwise unavailable.

    c.  The Board of Directors shall elect a chairperson at the first
        Board meeting after the election.

    d.  Three of the four Directors, present and voting or voting by
        electronic means, shall constitute a quorum.

6.  The Property Administrator shall take charge of all Club inventory,
    shall work with GEWA to inventory Club-acquired government
    equipment, shall be legally responsible for acquiring and disposing
    of all Club equipment, and shall keep accurate records of Club
    property. In addition, he or she shall be responsible for the
    establishment, administration, and maintenance of a Club equipment
    loan policy and sign-out procedure.

7.  The Station Trustee, as required by the FCC rules and regulations,
    shall be a licensed Amateur Radio Operator. He or she shall hold a
    valid Extra Class license and shall be a Full member in good
    standing and a citizen of the U.S.A. The Station Trustee shall be an
    ex-officio member of the Executive Board. The Station Trustee shall
    be responsible for the control of the Club\'s VHF/UHF repeater(s)
    and shall have final approval for all on-the-air activities of the
    Club. The Station Trustee shall serve for the duration of the
    station license, unless determined otherwise by the Executive Board.

### Article V Meetings

1.  Regular and special meetings shall be held according to the
    provisions of this Constitution and the Bylaws of the Club.
    Committee meetings shall be governed by provision of the Club\'s
    Bylaws. At all regular meetings, fifteen (15) percent of the voting
    members shall constitute a quorum for the transaction of business,
    as determined by the Treasurer or designee, at the time of the
    meeting. For the purpose of the annual elections meeting, a quorum
    is as defined in paragraph 5 of the Club by-laws.

### Article VI Dues

1.  The Goddard Amateur Radio Club by majority vote with a quorum
    present, (as defined in Article V) at any regular meeting, may levy
    upon the general membership such dues or assessments as shall be
    deemed necessary for the business of the organization to further the
    objectives set forth above. Members not paying dues or assessments
    within three months of the due date shall be considered not in good
    standing. Members not in good standing shall be deleted from the
    Club roster and shall lose all membership privileges. Deleted
    members may reapply for membership after six months from the date of
    deletion.

### Article VII Amendments

1.  The Constitution or Bylaws may be amended at a meeting called for
    that purpose, provided a quorum of Full members is present in person
    or is represented by absentee or electronic ballot. Only Full
    members may vote on Constitutional or Bylaw amendments. A quorum is
    defined as fifteen (15) percent of the Full members in good
    standing, as defined in Articles II and VI. Proposals for amendments
    shall be submitted in writing at a regular meeting. A written copy
    of the proposed amendments shall be sent to the entire membership by
    the Club Secretary at least thirty days prior to the meeting held
    for that purpose.

2.  The Club Secretary shall maintain a master copy of the Constitution
    and Bylaws of the Club with all changes and amendments documented
    and dated.

3.  A current copy of the Constitution and Bylaws of The Club, as
    amended and approved by the membership, shall be made available to
    each Club member.

### Article VIII Disbandment

1.  The Club can be disbanded only as a result of a membership vote at a
    special meeting called for that purpose or by action of the
    Executive Board as described below.

2.  A special meeting to consider disbandment of the Club may be called
    by the Executive Board or by a motion that is adopted at any regular
    meeting. Each voting member of the Club must be notified of the
    purpose, time and place of the special meeting at least 30 days
    prior to the date of the meeting.

3.  For the purpose of this meeting, a quorum shall consist of
    three-fourths of the Full members, then in good standing. Voting on
    the question of disbandment will be by ballot and shall require
    nine-tenths of the quorum present voting in favor of disbandment.
    Where voting in favor of disbandment is affirmed by ballot, the
    President shall order the Club disbanded.

4.  If, after at least three repeated attempts and continuous best
    efforts, the President is unable to obtain a quorum at meetings
    called to consider disbandment, then he or she may convene the
    Executive Board and upon a three-fourths affirmative vote of the
    entire Executive Board, the President shall order the Club
    disbanded.

5.  Within 30 days after a vote to disband, all cash assets, capital
    assets, and controlled property belonging to the Club shall be
    transferred to the Goddard Employee Welfare Association (GEWA).
    Notwithstanding any other provisions of this Constitution and
    Bylaws, the duties of the incumbent officers shall not be terminated
    until this transfer is made. The final act of the Executive Board
    shall be to inform the Goddard Employee Welfare Association in
    writing that the Club is disbanded and that the transfer of monies,
    assets, and property is completed.

6.  The Club station license shall be surrendered by the station trustee
    to the FCC for cancellation within 60 days of the vote to disband.

7.  Within 30 days after the vote to disband, the repeater frequency
    allocation shall be returned to the Mid-Atlantic Repeater Council
    (T-MARC), or other such repeater coordination organization and the
    club repeater(s) shall be deactivated.

8.  Within 30 days after the vote to disband, the State of Maryland
    shall be notified, by mail, of the disbandment of the Corporation,
    in accordance with guidelines in the Articles of Incorporation for
    the Club.

### Article IX Rules

1.  *\"Robert\`s Rules of Order, Newly Revised\"* shall govern Club
    proceedings. Editions earlier than the Ninth shall not be used.