ARLOW

Bylaws of

AMATEUR RADIO LEAGUE OF WISCONSIN, INC.

as amended

January 1998


ARTICLE ONE

OFFICES

The principle office of this corporation shall be located in Racine County, Wisconsin.


ARTICLE TWO

MEMBERSHIP

2.1 Constitution of Membership. The members of the Board of Directors shall be the sole members of this corporation and shall have all the rights and duties afforded to them by law, the articles of incorporation of this corporation, and these bylaws.

2.2 Selection of Members. Members shall be selected by the Board of Directors according to such procedures as the Board may from time to time by resolution adopt.

2.3 Resignation; Removal. Any member may resign at any time from membership in this corporation by giving written notice thereof to the president or the secretary. Any member may be removed for good cause shown by a majority vote of the Board. The Board may provide by appropriate resolution that the violation of any rule or regulation of this corporation shall constitute good cause for removal.

2.4 Transfer of Membership. Membership in this corporation is not transferable or assignable.

2.5 Associate Members. Amateur Radio League of Wisconsin, Inc. shall provide for Associate Members to be included in the activities of the corporation. Associate members shall have no voting rights, but shall have privileges as deliniated by the Board of Directors.

2.6 Classes of Associate Members. There shall be two classes of Associate Members, Organizational and Individual.

2.7 Associate Membership Requirements.

2.7.1 Organizational Associate Members are amateur radio radio clubs, organizations or associations. They must be invited to join ARLOW by vote of the Board of Directors.

2.7.2 Individual Associate Members are amateur radio operators and other interested individuals who hold valid, paid up membership in an amateur radio club, organization or association which has been granted Organizational Associate Member status.

2.8 Associate Membership Privileges.

2.8.1 Organizational Associate Members may lease space in the ARLOW facility at a nominal rate as set by the Board of Directors. They may also use the ARLOW facility for meetings and other functions related to amateur radio. The Board of Directors may provide storage space, operating space, tower space or other facilities for use by an Organizational Associate Member.

2.8.2 Individual Associate Members may use the ARLOW facilities for amateur radio purposes, operate radio equipment and participate in activities and committees of ARLOW. Individual Associate Members will be permitted to attend meetings of the Board of Directors. They may address the Board and participate in discussions of the Board, but will not be allowed to vote on matters before the Board.

2.9 Associate Membership Dues.

2.9.1 Organizational Associate Members shall be assessed an annual fee to continue membership and privileges. The fee shall be set by the Board of Directors.

2.10 Resignation; Removal. Any Individual or Organizational Associate Member may resign at any time from membership in this corporation by giving written notice thereof to the president or the secretary. Any Individual or Organizational Member may be removed for good cause shown by a majority vote of the Board.


ARTICLE THREE

MEETINGS

3.1 Annual Meeting. The annual meeting of the members of this corporation shall be held in January, or at any time as the Board shall designate, for the purpose of electing directors of the corporation and transacting such other business as may be properly brought before the meeting.

3.2 Special Meetings. Special meetings of the membership shall be called by the president upon receipt of the written request of two or more of the directors of the corporation. The president shall also have the power to call a special meeting upon his own initiative.

3.3 Notice of Meetings. Notice of the time and place of meetings of the membership shall be mailed to each member at least ten but not more than forty days prior to that meeting.

3.4 Quorum and Voting. At all meetings of the membership, the presence of at least two-thirds of the members shall constitute a quorum for the transaction of business. Each voting member shall have one vote on every issue submitted to a vote of the membership. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the membership, unless otherwise provided in these bylaws.

3.5 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the membership may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by two-thirds of the voting members. Such written action may be in electronic form, using the Internet or Electronic Mail.

3.6 Record of Actions Taken at Meetings. The Secretary shall keep a complete and accurate record of all actions taken by the Board. Such record shall record individual motions and resolutions, and identify them by serial number. The record of actions taken shall be accumulated in a journal which shall be known as the Standing Orders of ARLOW.


ARTICLE FOUR

BOARD OF DIRECTORS

4.1 General Powers. All powers of the corporation shall be vested in a Board of Directors. The Board shall manage and control the affairs of this corporation.

4.2 Number; Term. The Board shall consist of at least five but not more than fifteen directors. The Board may, from time to time, increase the number directors; in no event, however, may the number of directors be less that five. Directors shall serve for a term of two years and may be reelected to an unlimited number of terms.

4.3 Manner of Election. At least ten days prior to each annual meeting of the membership, the nominating committee of the Board shall submit to each director then in good standing a list of persons nominated for election as directors. Nominations may also be made from the floor at the annual meeting. Each director is entitled to one vote for each vacancy on the Board, but no director may cast more than one vote for the same nominee. The president shall report the results of the election to the Board.

4.4 Vacancy. Any vacancy occurring on the Board, whether occasioned by the death, resignation of removal of any director or the increase in the number of directors or for any other reason, may be filled by an affirmative vote of a majority of the directors remaining in office. A director elected to fill a vacancy shall hold office only until the next annual meeting of the Board.

4.5 Resignation; Removal. Any director may resign from the Board at any time by giving written notice thereof to the president or the secretary. Any director may be removed for good cause shown by a majority vote of the Board. Failure to attend three consecutive meetings of the Board, without prior notification containing sufficient excuse therefor, shall constitute prima facie evidence of good cause for removal. The Board may provide by appropriate resolution that the violation of any rule or regulation of this corporation shall constitute good cause for removal.

4.6 Compensation; Reimbursement of Expenses. Directors shall serve without compensation but may be reimbursed for any expenses incurred and authorized by the president or the Board as reasonable and necessary for the purposes of the corporation. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor as fixed by resolution of the Board.


ARTICLE FIVE

MEETINGS OF DIRECTORS

5.1 Annual Meeting. The annual meeting of the Board of Directors shall be held in January, or at any time as the Board shall designate, for the purpose of electing officers and directors of the corporation and transacting such other business as may properly be brought before the meeting.

5.2 Regular Meetings. The time and place of all regular meetings of the Board shall be as designated by the president.

5.3 Special Meetings. Special meetings of the Board shall be called by the president upon receipt of the written request of two or more of the members of the Board. The president shall also have the power to call a special meeting upon his own initiative.

5.4 Notice of Meetings. Notice of the time and place of meetings of the Board shall be mailed to each director at least ten but not more than forty days prior to that meeting.

5.5 Quorum and Voting. At all meetings of the Board, the presence of at least two-thirds shall constitute a quorum for the transaction of business. Each director shall have one vote on every issue submitted to a vote of the Board. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise provided in these bylaws.

5.6 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Board.


ARTICLE SIX

COMMITTEES OF THE BOARD

6.1 Executive Committee.

(a) Establishment; Powers. The Board may establish an executive committee. When so established, the executive committee shall exercise the full power of the Board in the management of the corporation during periods of adjournment of the Board, subject to limitations imposed by law, the articles of incorporation of this corporation, these bylaws, and resolution duly adopted by the Board.

(b) Members; Terms. If an executive committee is established, such committee shall consist of the president, the vice president, the secretary, the treasurer, the chairperson of each standing committee, and such other members of the Board as may be selected by the president. In no event may the executive committee consist of less than four or more than six members. Each member of the executive committee shall serve for a term of two years.

(c) Quorum. Not less than four members of the executive committee, present in person, shall constitute a quorum at any duly called meeting of the executive committee. The majority vote of those members present at a meeting at which a quorum is present shall constitute the act of the committee.

6.2 Standing Committees. This corporation shall have the following standing committees:

Associate Membership Committee

Publications Committee

Fundraising Committee

Facilities Management Committee

The duties of these standing committees shall be as prescribed by the Board. The Board shall have the power to dissolve these standing committees and may establish or dissolve additional standing committees.

The chairperson of each standing committee shall be a member of the Board. Except as otherwise provided, members of standing committees need not be members of the Board. Individual Associate Members may serve on any Standing committee. Each chairperson shall be appointed by the president to serve until the next annual meeting. A chairperson may be removed by the president with the concurrence of the Board. Each chairperson may serve an unlimited number of consecutive terms.

6.3 Ad Hoc Committees. The president may establish or dissolve ad hoc committees and may appoint the chairperson of each ad hoc committee. Chairpersons and members of ad hoc committees need not be members of the Board. Individual Associate Members may serve on any ad hoc committee established.


ARTICLE SEVEN

OFFICERS

7.1 Titles. The officers of this corporation shall be a president, a vice president, a secretary, and a treasurer, and any other officers as may from time to time be prescribed by the Board.

7.2 Election and Term. All officers of this corporation shall be elected by a majority vote of the members of the Board at its annual meeting. The officers shall be elected from among the members of the Board and shall hold office until the next annual meeting, subject to removal or resignation prior thereto. Each officer may be reelected to an unlimited number of consecutive terms.

7.3 Resignation, Removal, and Vacancy. Any officer may resign from office at any time by giving written notice to the president or the secretary. Any officer may be removed, for good cause shown, by a majority vote of the members of the Board. Any vacancy occurring in an office by reason of resignation, removal, or the creation of a new office may be filled for the unexpired term thereof by a majority vote of the members of the Board.

7.4 President. Subject only to the Board, the president shall supervise and control the management of the corporation. The president shall serve as chairperson of the Board and shall preside at all meetings thereof. He may enter into all contracts and agreements in the name of the corporation, subject to such limitations as the Board by resolution may prescribe.

7.5 Vice President. The vice president shall exercise the powers of the president in the event of the president's absence or inability to perform. The vice president shall also have such powers and duties as may be prescribed by the Board.

7.6 Secretary. The secretary shall keep accurate records of all meetings of the Board. He shall keep a record of the names and addresses of all members of the Board and shall have charge of the corporate books, records, and the corporate seal. The secretary shall perform all other duties incident to the office of secretary.

7.7 Treasurer. The treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit, or disburse the same under the direction of the Board; provided, however, that the Board may appoint a custodian or depository for any such funds or securities. The Board may designate those persons upon whose signature or authority such funds may be disbursed or transferred. The treasurer shall perform all other duties incident to the office of treasurer.


ARTICLE EIGHT

MISCELLANEOUS PROVISIONS

8.1 Corporate Seal. The Board shall adopt and maintain a corporate seal in the form required by law.

8.2 Fiscal Year. The fiscal year of the corporation shall be the calendar year.

8.3 Checks. All checks, drafts, or orders for the payment of money shall be signed by such corporate officers or other persons as the Board shall from time to time designate.

8.4 Books and Records. The corporation shall keep accurate and complete books and records of account. The corporation shall also keep the minutes of proceedings of the Board.

8.5 Amendments to Bylaws. These bylaws may be amended, repealed, or modified by a majority vote of the members of the Board present at any annual, regular, or special meeting. Notice of the proposed amendment, repeal, or modification shall be included in the notice of the meeting at which the proposal is to be considered.

8.6 Indemnification. The corporation shall indemnify each officer and each director for all liabilities incurred in such capacity except for liabilities due to gross negligence or willful misconduct. The corporation shall further indemnify each officer and each director to the full extent permitted by statutory or other applicable law.

IN WITNESS WHEREOF, the undersigned secretary of this corporation hereby certifies that the above is a true and correct copy of the bylaws of

AMATEUR RADIO LEAGUE OF WISCONSIN, INC. duly adopted by its Board of Directors on

January 22nd, 1998 Robert Madson

Secretary