"El Portal de los Berberenas"

BY-LAWS OF

WORLD AMATEUR RADIO FOUNDATION

A NON PROFIT FLORIDA CORPORATION

 

ARTICLE I - OFFICES

The principal office of the Corporation shall be established and maintained at 1408 NE 19^th Terrace in the City

of Cape Coral, in Lee County, in the State of Florida. The Corporation may also have offices at such

places within or without the State of Florida as the Board may from time to time establish.

 

ARTICLE II - PURPOSES

The purposes for which this Corporation has been organized are as follows:

A. WORLD AMATEUR RADIO FOUNDATION was organized and will operate exclusively

for charitable and educational purposes as described under Code Section 501 (c) (3). The

organization seeks to increase the participation of amateur radio teams from neighboring countries with low technical and material resources in the networks of international emergencies through the exchange of skills, technical information and training provided with the shipment of books and electronic components to improve their capability in cases of emergencies or natural disaster in countries of our region.

 

ARTICLE III - MEMBERSHIP

1. QUALIFICATIONS FOR MEMBERSHIP: Membership to the Corporation shall be open to all

community members all over the world on a nondiscriminatory basis.

 

2. MEMBERSHIP MEETINGS: The annual membership meeting of the Corporation shall be held

on First day in the month of December of each year except that if such day be a legal holiday then

in that event the directors shall fix a day not more than two (2) weeks from the date fixed by these

by-laws. The secretary shall cause to be mailed to every member in good standing at his address as

it appears on the membership roll book of the Corporation a notice stating that date, time and place

of the annual meeting.

Regular meetings shall be held at the Corporation location, or at the private residence of any

Director of the Corporation, with sufficient notice to other members, directors and officers.

The presence of not less than three (3) members of any membership meeting shall constitute a

quorum and shall be necessary to conduct the business of the Corporation; however, a lesser

number may adjourn the meeting for a period of not more than four (4) weeks from the date

scheduled by the by-laws and the secretary shall cause a notice two of the re-scheduled date of the

meeting to be sent to those members who were not present at the meeting originally called. A

quorum as hereinbefore set forth shall be required at any adjourned meeting.

A membership rolls showing the list of members as of the record date, certified by the secretary of

the Corporation, shall be produced at any meeting upon the request of any member who has given

written notice to the Corporation. Such request will be made at least ten (10) days prior to such

meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.

3. SPECIAL MEETINGS: Special meetings of the Corporation may be called by the directors. The

secretary shall cause a notice of such meeting to be mailed to all members at their addresses as

they appear in the membership roll book at least ten (10) but not more than fifty (50) days before

the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the

meeting and by whom called.

No other business but that specified in the notice may be transacted at such special meeting

without the unanimous consent of all present at such meeting.

4. FIXING THE RECORD DATE: For the purpose of determining the members entitled to notice

of or to vote at any meeting of members or any adjournment thereof, or to express consent to or

dissent from any proposal without a meeting, or for the purpose of determining the members

entitled to receive any distribution or any allotment of any rights, or for the purpose of any other

action, the Board of Directors shall fix, in advance, a date as the record date for any such

determination of members. Such date shall not be more than fifty (50) nor less than ten (10) days

before any such meeting, nor more than fifty (50) days prior to any other action.

5. ACTIONS BY MEMBERS WITH A MEETING: Whenever members are required or permitted

to take any action by vote, such election may be taken without a meeting by written consent,

setting forth the action to be taken, signed by all members entitled to vote thereon.

6. PROXIES: Every member entitled to vote at a meeting of members or to express consent or

dissent without a meeting may authorize any person or persons to act for the member by proxy,

Every proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid after

the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.

Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise

provided  by law.

7. ORDER OF BUSINESS: The order of all meetings of members shall be as follows:

1. Roll Call

2. Reading of the minutes of the preceding meeting

3. Reports of committees

4. Reports of officers

5. Old and unfinished business

6. New business

7. Good and welfare

8. Adjournments

9. MEMBERSHIP DUES: Memberships to the Corporation are $12 per year.

 

ARTICLE IV- DIRECTORS

1. MANAGEMENT OF THE CORPORATION: The Corporation shall be managed by the Board

of  Directors which shall consist of not less than three (3) Directors, nor more than seven (7)

Directors, unless so directed by the Board as further defined in paragraph #4 below. Each Director

shall be at least eighteen (18) years of age.

2. QUALIFICATION OF DIRECTORS: All active members of the Corporation in good standing

shall be eligible to become Directors of the Corporation, as well as prominent members of the

community as selected by the Board.

3. ELECTION AND TERM OF DIRECTORS: At each annual meeting the members the

corporation shall elect Directors to hold office for an initial term of one year. Each Director shall

hold office until the expiration of the term for which elected, or until a successor has been elected

and shall have qualified, or until resignation or removal.

4. INCREASE OR DECREASE IN NUMBER OF DIRECTORS: The number of directors may

be increased or decreased by a vote of the members or by a vote of the majority of all of the

directors. No decrease in number of directors shall shorten the term of any incumbent director.

5. NEWLY CREATED DIRECTORSHIPS AND VACANCIES: Newly created director

ships resulting from an increase in the number of directors and vacancies occurring in the Board of

Directors for any reason except the removal of directors without cause may be filled by a vote of a

majority of the directors then in office, although less than a quorum exists, unless otherwise

provided in the articles of in Corporation. Vacancies occurring by reason of the removal of

directors without cause shall be filled by a vote of the members. A director elected to fill a

vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired

term of his predecessor.

6. REMOVAL OF DIRECTORS: A director may resign at any time by giving written notice to the

Board of Directors, the president or the secretary of the Corporation. Unless otherwise specified in

the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such

officer, and the acceptance of the resignation shall not be necessary to make it effective.

7. RESIGNATION: A director may resign at any time by giving written notice to the Board of

Directors, the president or the secretary of the Corporation. Unless otherwise specified in the

notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such

officer, and the acceptance of the resignation shall not be necessary to make it effective.

8. QUORUM OF DIRECTORS: Unless otherwise provided in the articles of incorporation of the

Corporation, a majority of the entire Board of Directors shall constitute a quorum for the

transaction of business or of any other specified item of business.

9. ACTION OF THE BOARD OF DIRECTORS: Unless otherwise required by law, the vote of a

majority of the directors present at the time of the vote, if a quorum is presented at such time, shall

be the act of the Board of Directors. Each director present shall have one (1) vote.

10. PLACE AND TIME OF BOARD OF DIRECTORS' MEETINGS: The Board of Directors

may hold its meetings at the office of the Corporation or at such other places, either within or

without the state, as it may from time to time determine.

11. REGULAR ANNUAL MEETINGS: A regular annual meeting of the Board of Directors shall be

held immediately following the annual meeting of members at the place of such annual meeting of

members.

12. NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS: Regular meetings of the

Board of Directors may be held without notice, at such time and place as it shall from time to time

determine. Special meetings of the Board of Directors shall be held upon notice to the directors

and may be called by the president upon three (3) days notice to each director either personally, by

mail or by wire; special meetings shall be created by the president or by the secretary in a like

manner on written request of two (2) directors. Notice of a meeting need not be given to any

director who submits a waiver of notice whether before or after the meeting, or who attends the

meeting without protesting prior thereto or at its commencement, the director's lack of notice,

13. ADJOURNMENT OF THE BOARD OF DIRECTORS' MEETING: A majority of the

directors present, whether or not a quorum is present, may adjourn any meeting to another time

and place. Notice of the adjournment shall be given all directors who were absent at the time of

the adjournment and, unless such other time place are announced at the meeting, to the other

directors.

14. CHAIRMAN: At all meetings of the Board of Directors, the president, or in the president's

absence, a chairman chosen by the Board of Directors shall preside.

15. EXECUTIVE AND OTHER COMMITTEES: The Board of Directors, by resolution adopted

by a majority of the entire Board of Directors, may designate from among its members an

executive committee and other named committees, each consisting of three (3) or more directors.

Each such committee shall serve at the pleasure of the Board of Directors.

 

ARTICLE V- OFFICERS

1. OFFICES, ELECTION AND TERM; Unless otherwise provided for in the articles of

incorporation, the Board of Directors may elect or appoint a president, one (1) or more vice-presidents,

a secretary, a treasurer and such other officers as it may determine, who shall gave

such duties, powers and functions as hereinafter provided. All officers shall be elected or

appointed to hold office until the meeting of the Board of Directors following the annual meeting

of members. Each officer shall hold office for the term for which elected or appointed and or until

a successor has been elected or appointed and qualified.

2. REMOVAL, RESIGNATION AND SALARY: Any officer elected or appointed by the Board

of Directors may be removed by the Board of Directors with or without cause. In the event of the

death, resignation or removal of an officer, the Board of Directors in its discretion may elect or

appoint a successor to fill the unexpired term. Any two (2) or more officers may be held by the

same person, except the offices of president and secretary. The salaries of all officers shall be

fixed by the Board of Directors.

3. PRESIDENT: The president shall be the chief executive officer of the Corporation and shall

preside at all meetings of the members and of the Board of Directors. The president shall have the

general management of the affairs of the Corporation and shall see that all orders and resolutions

of the Board of Directors carried into effect.

4. VICE-PRESIDENTS: During the absence or disability of the president, the vice-president, or if

there more than one, the executive vice-president shall have all the powers and functions of the

president. Each vice-president shall perform such other duties as the Board of Directors shall

prescribe.

5. TREASURER; The treasurer shall have the care and custody of all the funds and securities of the

Corporation, and shall deposit said funds in the name of the Corporation in such bank or trust

company as the Board of Directors may elect; and shall, when duly authorized by the Board of

Directors, sign and execute all contacts in the name of thee Corporation, when countersigned by

the president; and shall also sign all checks, drafts, notes and orders for the payment of money,

which shall be duly authorized by the Board of Directors and shall be countersigned by the

president. The treasurer shall at all reasonable times exhibit the books and accounts to any director

or member of the Corporation upon application at the office of the Corporation during ordinary

business hours. At the end of each corporate or fiscal year, the treasurer shall have an audit of the

accounts of the Corporation made by a committee appointed by the president, and shall resent such

audit in writing at the annual meeting of the members, and at such time shall also present an

annual report setting forth in full the financial condition of the Corporation.

6. ASSISTANT-TREASURER; During the absence or disability of the treasurer, the assistant treasurer,

or if there is more than one (1), the one (1) so designated by the secretary or the Board

of Directors, shall have the powers and functions of the treasurer.

7. SECRETARY: The secretary shall keep the minutes of the meetings of the Board of Directors

and also the minutes of the meetings of the members; and shall have custody of the seal of the

Corporation and the power to affix and attest the same to documents when duly authorized by the

Board of Directors. The secretary shall attend to the giving and serving of all notices of the

Corporation, and shall have charge of such books and papers as the Board of Directors may direct;

and shall attend to such correspondence as may be assigned, and perform all the duties incidental

to the office. Also, the secretary shall keep a membership roll containing the names, arranged

alphabetically, of all persons who are members of the Corporation. Said list shall show the

members place of residence and the time they became members.

8. ASSISTANT-SECRETARIES: During the absence or disability of the secretary, the assistant secretary,

or if there are more than one (1), the one (1) so designated by the secretary or by the

Board of Directors, shall have all the powers and functions of the secretary.

9. SURETIES AND BONDS; In case the Board of Directors shall so require, any officer or agent of

the Corporation shall execute to the Corporation a bond in such sum and with such surety or

sureties as the Board of Directors may direct, conditioned upon the faithful performance of the

duties to the Corporation and including responsibility for negligence and for the accounting for all

property, funds or securities of the Corporation which may come into the officer or agent's hands.

 

ARTICLE VI-DISSOLUTION

In the event of dissolution or liquidation of the Corporation, all proceeds from the sale, or liquidation of

any assets, will be transferred to an entity with IRS 501(c) (3) exempt status of similar purposes and

objectives.

 

ARTICLE VII - CORPORATE SEAL

The seal of the Corporation shall be circular in form and bear the name of the Corporation, the year of its

organization and the word "SEAL", the words denoting "CORPORATION NOT FOR PROFIT" and the

state of incorporation. The seal may be used by causing it to be impressed or affixed directly on the

instrument or writing to be sealed, or upon adhesive substance affixed thereto.

 

ARTICLE VIII- CONSTRUCTION

If there be any conflict between the provisions of the articles of incorporation and these by-laws the

provisions of the articles of incorporation shall govern.

 

ARTICLE IX - AMENDMENTS

The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in

the election of directors. By-laws may also be adopted, amended or repealed by the Board of Directors but

any by-law adopted, amended or repealed by the Board of Directors may be amended by the members

entitled to vote thereon as hereinbefore provided.

If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board

of Directors, there shall be set forth in the notice of the next meeting of members for the election of

directors the by-law so adopted, amended or repealed, together with a concise statement of the changes

made.

ADOPTED this 1st day of January, 2011

____________________________________

Vic Poor, President/Director