The name of this organization shall be: Radio Amateur Satellite Corporation (AMSAT).
The organization shall be a non-profit scientific corporation, incorporated in the District of Columbia.
The purposes and objectives of the Radio Amateur Satellite Corporation are:
A. To provide satellites that can be used for amateur radio communication and experimentation by suitably equipped amateur radio stations throughout the world on a non-discriminatory basis.
B. To encourage development of skills and the advancement of specialized knowledge in the art and practice of amateur radio communications and space science.
C. To foster international goodwill and cooperation through joint experimentation and study, and through the wide participation in these activities on a noncommercial basis by radio amateurs of the world.
D. To facilitate communications by means of amateur satellites in times of emergency.
E. To encourage the more effective and expanded use of the higher frequency amateur bands.
F. To disseminate scientific, technical and operational information derived from such communications and experimentation, and to encourage publication of such information in treatises, theses, trade publications, technical journals or other public media.
Membership shall be open internationally to any person or group indicating an interest in supporting the purposes, objectives and activities of the Corporation. An applicant for membership shall complete an application form and membership shall become effective upon receipt of membership dues.
There shall be two classes of members. The designation of each class of member, the qualifications and rights of the members of each class and their voting rights are as follows:
A. A Member shall be a person who demonstrates interest in furthering the goals of the Corporation by filling out an application form and paying his annual dues. A Member shall have the opportunity to participate in the activities of the Corporation, to hold office and shall be entitled to one vote for each position to be filled in the elections for the Board of Directors.
B. A Member Club shall be a recognized group, club or organization which participates constructively in the activities of the Corporation. To attain the status of a Member Club, the organization shall submit a Club Member Application form signed by an authorized officer of the Club. A Member Club shall be entitled to nominate two Members as candidates for the Board of Directors of the Corporation.
Member dues shall be five dollars ($5.00) per annum. Dues for each additional member of the immediate family shall be two dollars ($2.00) per annum. Annual dues for Member Clubs shall be ten dollars ($10.00) per Club. Clubs which become members in the first year of activity of the Corporation shall be designated "Charter Member" Clubs. Dues may be waived on an individual basis at the discretion of the Board of Directors. A minimum of one renewal notice shall be sent to Members and Member Clubs at least sixty days prior to expiration date.
The general policies of the Corporation shall be established by a Board of Directors.
The Board of Directors shall consist of seven Members of the Corporation. The Directors shall be elected by the Membership at the annual meeting for a two-year term. Four Directors shall be elected in odd numbered years; three shall be elected in even numbered years. The Directors shall assume office immediately upon election.
The Board of Directors, at their first meeting following the annual meeting, shall elect the Corporate Officers. Newly elected officers shall assume their respective offices immediately upon their acceptance. The retiring officers shall be responsible for assuring the effective transfer of records and responsibility to the incoming officers.
Officers of the Corporation shall be the President, Executive Vice President, Vice President - Engineering, Vice President - Operations, Secretary, and Treasurer.
Duties of the Officers:
A. The President shall be responsible for presiding over the membership meetings, coordinating all activities of the Corporation, authorizing all Corporation expenditures, and making final decisions in internal matters not resolved by the other officers. The President may appoint committees for a period of up to one year. Standing Committees shall require the approval of the Board of Directors.
B. The Executive Vice President shall act as Chairman Ex Officio of all Committees. He shall receive and coordinate reports which the Committees may generate. He shall facilitate communications between Liaison Officers and the Corporation. He shall act in the place of the President in his absence.
C. The Vice President - Engineering shall be responsible f or managing and coordinating the activities of the technical staff.
D. The Vice President - Operations shall be responsible for the internal administrative functions of the Corporation, and for coordinating the use of the services provided by the Corporation.
E. The Secretary shall be responsible for maintaining active communication with the Members and others who may be interested in the activities of the Corporation, and shall maintain records of the Corporation's activities and minutes of the meetings.
F. The Treasurer shall be responsible for accounting for all revenues and expenditures, collecting all dues, serving notices of renewal, developing the yearly budget, preparing a financial report to be included in the Annual Report and such other interim financial reports as may be required by the Board of Directors. He shall be responsible for assuring that an annual audit is performed by a Certified Public Accountant designated by the Board of Directors.
The President may appoint Liaison officers, Consultants and such other appointed officials as the Board of Directors deems necessary and for the period deemed necessary.
Vacancies in office:
A. The resignation of an Officer or Director shall be submitted at least one month before the effective date.
B. In event of resignation or demise of the President, the Executive Vice President shall assume the office of President until the next annual election of Officers.
C. In event of a vacancy in the office of any elected Corporate Officer other than the President as a result of the resignation or demise of such officer, the Board of Directors shall elect a temporary officer to fill the vacancy until the next annual meeting.
D. In event of resignation or demise of a member of the Board of Directors the position shall be filled until the next annual election by an alternate selected in the manner specified in Article V, Section 4.
A Director may be suspended by presentation to the Secretary of a petition signed by ten percent of the Membership. Upon receipt of this petition, a special election shall be called by the Secretary or another Corporate Officer acting for him. This election shall take place at a special meeting of the Corporation which shall be held within sixty days from receipt of the petition.
Interim Board of Directors:
A. The interim Board of Directors shall serve until the first regular Board of Directors is elected in November 1969. It shall be their duty to elect the interim Officers and administer the affairs of the Corporation during that period.
B. At the first annual meeting in November 1969, seven Directors shall be elected. The four nominees receiving the four highest number of votes shall serve a two-year term and the three receiving the next highest number of votes shall serve a one-year term.
An annual meeting of the Corporation shall be held in November of each year. The Membership shall be given not less than thirty days written notice of the date and place and shall receive the agenda and a list of niminees for the Board of Directors received to date. At this meeting the Officers shall present an annual report and the election of Directors shall take place.
Written nominations of candidates who have agreed to serve if elected to the Board shall be submitted to the Secretary by an authorized Officer of the Member Club at least 24 hours prior to the annual meeting.
At the annual meeting, eleven percent (11%) of the Membership including valid proxies shall constitute a quorum. A request for the proxy of each member shall accompany the meeting notice. Any member may receive and vote proxies. Voting shall be conducted by secret mail ballot in a fair and democratic manner.
The three or four Members receiving the largest number of votes shall be declared elected to the Board of Directors. The two nominees receiving the next largest number of votes shall be named first and second alternate.
A simple majority of the Board of Directors shall constitute a quorum.
The Presiding Officer may invoke Roberts Rules of Order in case of parliamentary question.
The Board of Directors shall meet after the annual meeting but prior to December 15 for the purpose of electing Officers. Additional meetings of the Board of Directors shall be held during the fist and third quarters of each year. Special meetings shall be held as deemed necessary by the Board.
In the event that a Member of the Corporation, either solely or jointly with others, makes an invention, whether or not patentable, relating to the work of the Corporation, then the obligation of such Member to his regular employer shall take precedence and all rights in such invention shall be disposed of in accordance with the requirements of such regular employer.
In the case of an invention in which the regular employer has no rights as determined by the employer and employee, the inventor may, if he wishes, disclose the invention to the Corporation in such form as it may designate, and may grant to the Corporation any rights in such invention which he may feel appropriate.
The Bylaws of the Corporation shall be adopted upon affirmative vote by a simple majority of the Members present at a regular meeting. For this purpose only, a Member is defined as a person who has submitted a completed application form.
Changes in the Bylaws of the Corporation shall require approval of two-thirds or more of the Directors. Notice of an amendment which has received such approval shall be circulated to the Members of the Corporation. The amendment shall take effect thirty days after mailing of said notice, unless written objection is received from at least ten percent of the Membership. In that case a mail vote shall be taken. Approval of the amendment shall then require a simple majority of those Members responding.
BYLAWS APPROVED: May 8, 1969
|/s/ Perry I. Klein||President|
|/s/ Jan A. King||Executive V.P.|
|/s/ George V. Kinal||VP - Eng.|
These are the original Bylaws of the Radio Amateur Satellite Corporation, also known as AMSAT or AMSAT-NA, as adopted in 1969. They were amended several times, then finally replaced in 1988 by the current Bylaws (amended in 1989). This page was retyped from the original document. email@example.com.