[South Florida DX Association] IMPORTANT MESSAGE TO ALL SFDXA "FULL" MEMBERS

[Bill Dzurilla]

Just a reminder that the meeting is tonight.  Hope to see you at the meeting, but if you cannot attend, PLEASE send an absentee vote to our club secretary, Kai Siwiak, KE4PT, by email to k.siwiak at ieee.org. 
Your absentee vote need only state: "I vote in favor of the
motion to amend the Articles of Incorporation" or "I vote against the motion to amend the Articles of Incorporation".  Feel free to contact me if you have any questions.  Only "Full" members of the SFDXA are
eligible to vote.

73, Bill NZ5N 

--- On Fri, 2/25/11, Bill Dzurilla <billdz.geo at yahoo.com> wrote:

> From: Bill Dzurilla <billdz.geo at yahoo.com>
> Subject: IMPORTANT MESSAGE TO ALL SFDXA "FULL" MEMBERS
> To: "aSFDXA" <SFDXA at mailman.qth.net>
> Date: Friday, February 25, 2011, 5:09 PM
> Dear SFDXA members,
> 
> At our meeting on Wednesday, March 2, there will be a
> motion to amend the 1981 Articles of Incorporation ("AI") of
> our club.  The Board of Directors supports the
> motion.  A complete copy of the proposed amendment is
> printed below.  If there is even a possibility that you
> will not be able to attend the meeting, please send an
> absentee vote, stating whether you vote in favor of or
> against the motion, by email or regular mail, to our club
> secretary, as described below.  
> 
> Our club has been incorporated as a Florida not-for-profit
> corporation. The AI is a corporation's basic founding
> document, sort of like a country's constitution.  A
> company's bylaws are its more detailed operating rules, sort
> of like acts of Congress.  The bylaws are lower on the
> totem pole than the AI, and any bylaw inconsistent with the
> AI is invalid.
> 
> Our club incorporated and filed its AI in 1981.  In
> 1986, the club enacted bylaws.  It appears that the
> then-officers may have confused the AI and the bylaws, or
> thought there was no difference between the two.
> 
> Our bylaws were extensively revised in 2008. 
> Unfortunately, the new bylaws are inconsistent in several
> respects with the 1981 AI, such as amount of dues, manner of
> elections, categories of members, number of officers,
> etc.  To the extent inconsistent with the AI, these
> bylaws are legally invalid.  We therefore need to amend
> the AI to remove the inconsistencies.  The AI should be
> brief, with the detailed club rules set forth in the
> bylaws.
> 
> We want to leave in place the regime established by the
> 2008 bylaws, which were carefully considered and debated by
> a committee and approved by the members.  With one
> exception, the proposed AI amendments simply legalize the
> 2008 bylaws.  The one exception is that the proposed AI
> amendments would authorize the Board, in appropriate cases,
> to provide for an alternative to balloting by mail, which
> costs our club time and money.
> 
> Hope to see you at the meeting, but if you cannot attend,
> please send an absentee vote to our club secretary, Kai
> Siwiak, KE4PT, by email to k.siwiak at ieee.org,
> or by regular mail to:
> Kai Siwiak
> 10988 NW 14 ST
> CORAL SPRINGS, FL 33071
> 
> Your absentee vote need only state: "I vote in favor of the
> motion to amend the Articles of Incorporation" or "I vote
> against the motion to amend the Articles of
> Incorporation".  Feel free to contact me if you have
> any questions.  Only "Full" members of the SFDXA are
> eligible to vote. 
> 
> Thank you and 73,
> Bill NZ5N
> SFDXA President
> 
> Full text of proposed amendment:
> 
> ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
> THE SOUTH FLORIDA DX ASSOCIATION INC.
> 
> Except for the list of initial incorporators, all prior
> provisions of the Articles of Incorporation are repealed and
> replaced with the following:
> 
> A.    Name: The name of the corporation is
> the South Florida DX Association Inc.
> 
> B.    Purposes: The purposes of the
> corporation are to:
> 
> 1. Join together persons having a mutual interest in
> amateur radio DX communications.
> 2. Promote goodwill through the use of amateur radio, both
> locally and internationally.
> 3. Provide the South Florida area with a unified voice in
> matters affecting DX interests to the Federal Communications
> Commission, American Radio Relay League, the DX and Contest
> Advisory Committees, as well as any other organization or
> group concerned with amateur radio.
> 4. Help newcomers to become assimilated into the DX
> community by acquainting them with proper DX operating
> techniques and procedures and by providing them with other
> general assistance.
> 5. Encourage group attendance at Ham conventions and other
> amateur activities, such as area Hamfests and DX oriented
> events.
> 
> C.    Membership:  The corporation’s
> By-Laws shall establish categories of membership, which
> shall include FULL members and any other categories set
> forth in the By-Laws.  The By-Laws shall set forth the
> voting rights and other rights of each membership category.
> 
> D.    Board of Directors; Manner of Election
> of Directors and Officers:
> 
> 1. The corporation shall be managed and directed by a Board
> of Directors.  The Board of Directors shall consist of
> no more than eight (8) elected positions: President, Vice
> President, Secretary, Treasurer, and a maximum of four (4)
> Director positions. One of the Director positions shall be
> filled for the succeeding one year (only) by the outgoing
> President when there is a change in presidential leadership.
> If the outgoing President is unable to serve as a Director,
> that Director position shall become a Director-at-large
> position. In those years where there is no change in
> presidential leadership (due to the re-election of the
> President), that Director position shall remain a
> Director-at-large position. The remaining Director positions
> shall be all be at-large positions. Each Board member shall
> have one vote on matters brought before the Board for
> consideration.
>        2. All Officers and
> Directors must be FULL members and shall be elected by a
> simple majority of the votes cast by all of the FULL
> members. The same person shall not hold more than one Office
> concurrently nor exercise more than one Board vote.
>        3. Nominations for Officers
> and Directors for the following year will be accepted from
> the regular members and the Nominations Committee at the
> last general meeting of each calendar year.  
>       4. Ballot tabulation is to take place
> at the first general meeting of the year under the direction
> of the Election Committee. The new officers and Directors
> will assume their duties beginning with the March meeting or
> second regular meeting of the year, whichever is earlier.
>         
> E.    Amendments to Articles of
> Incorporation and Bylaws: The Articles of Incorporation and
> By-laws may be amended by at least a two-thirds majority
> vote of all the FULL members.
> 
> F.    Voting: 
> 
> 1. There shall be no proxy voting. However, as prescribed
> by the Board of Directors, absentee and mail-in balloting
> are permitted.
> 2. Unless provided otherwise by the Board of Directors,
> which shall have discretion to conduct votes by any other
> fair and appropriate means, all voting for Officers and
> Directors, for proposed amendments to the Articles of
> Incorporation or By-Laws, for motions for removal from
> office, and motions for termination, shall be by secret
> ballot mailed by the SFDXA Secretary to all of the FULL
> members.
> 
> 
> 
> 
> 
>