OFFICE OF THE

PUBLIC REGULATION COMMISSION

CERTIFICATE OF COMPARISON

OF

DEMING.AMATEUR RADIO CLUB

1730308

         The Public Regulation Commission certifies that the attached is a true and complete copy of the ****6**** page documents on file in this office.

         This Certification is in accordance with Section 53-8-93 NMSA 1978.

DATED: APRIL 17, 2002

[seal]

Deming Amateur Radio Club Amended Constitution and By-Laws

ATRICLE I

Name, Purpose and Membership

Section 1. The name of this organization shall be Deming Amateur Radio Club(DARC). It is a non-profit organization for charitable and educational purposes. The period of duration of the organization is perpetual. It is a tax-exempt organization under the provisions of section 501(c)(3)of the Internal Revenue Code.

This Constitution replaces all other documents pertaining to this organization as may be registered under other names: i.e., Tri-County Amateur Radio Association (Constitution on file, not dated), and Luna

County Amateur Radio/Repeater Club (no Constitution or date available), located in the Luna County, New Mexico area.

Section 2. The Organization shall have the following purposes:

A. To promote interest in amateur radio communications and experimentation

B. To promote education in the field of electronic communications both to its members and the public at large.

C. To hold training classes, wherever and whenever possible, for the purpose of qualifying students for their amateur radio licenses, as well as upgrading present licenses.

D. To sponsor and train units of licensed radio amateurs in Public Service and Community Emergency Procedures.

Section 3. Membership in this organization is open to all persons showing an interest in amateur radio, whether or not they have a current amateur radio license. There will be no discrimination due to age, race, sex or national origin. All members who joined the organization before the adoption of this Constitution will be considered charter members, as long as their dues are currently paid.

Section 4. No part of the assets or income of this organization will be the property of the members as a group, or any individual. There will be no dividends paid, and no part of the income, profit or assets shall be distributed to members. The assets and income shall be devoted exclusively to the purposes as here-in expressed. In the case of dissolution of this organization, the remaining assets shall be disbursed to an exempt organization, not to inure the membership.

Section 5. Honorary memberships may be presented upon the recommendation of two active members and a majority vote of the members present and voting.

Section 6. To assist in the carrying-out of these purposes, the organization intends to maintain an active affiliation with the American Radio Relay League of Newington CT, a national non-profit organization for the radio amateur.

Section 7. A member may be removed from membership by a majority vote of the membership at a regularly-stated meeting in which a quorum is present and voting by secret ballot.

Article II

Board of Directors

Section 1. The officers of this organization shall consist of a President, Vice-President, Secretary and a Treasurer. These officers and three duly elected members-at-large will comprise a Board of Directors which, together with any necessary appointees, will conduct the regular business of the Deming Amateur Radio Club.

Section 2. Officers of this organization will be elected for a term of one year by secret ballot of the members present, provided there is a quorum, at the annual meeting which will be the meeting in November of each year. Newly elected officers will start their terms in office effective January 1 of each year except as required when electing an officer to fill an unexpired term. No officer may hold the same office for more than two consecutive terms.

Section 3. Vacancies occurring between elections must be filled by secret ballot at the next regular meeting following the withdrawal or resignation. Any officer who misses three consecutive meetings without due cause and/or prior notification shall be replaced at the third missed meeting by the nomination, seconding and voting by secret ballot of a replacement to complete the term of the office taken.

Section 4. Officers may be removed on motion by a majority of the total membership at a regularly-stated meeting voting by secret ballot.

Section 5. The Membership Chairperson or the President will select two members to form a temporary nominating committee for the purpose of selecting nominees for annual elections, as well as for emergency elections.

Section 6. No member of the Board of Directors shall be held liable for any damages resulting from.

1. Any negligent act or omission of an employee of the organization.

2. Any negligent act or omission of another director, or

3. Any action taken as a director or any failure to take any action as a director unless:

a. The director has breached or failed to perform the duties of the director's office and

b. The breach or failure to perform constitutes willful misconduct or recklessness.

Article III

Duties of the Board of Directors

Section 1. The President shall preside at all meetings of the organization and shall conduct same according to the rules adopted; the President shall enforce due observance of this Constitution and By-Laws; sign all official documents that are adopted by the organization; and perform all customary duties pertaining to the organization.

Section 2. The Vice-President shall assume all the duties of an absent President, and shall assist the President upon request.

Section 3. The Secretary shall keep a record of the meetings; carry on all correspondence; read communications at each meeting, and maintain an active file of all documents pertaining to the organization and its operation.

Section 4. The Treasurer shall keep an account of all monies received and expended; and shall pay no bills without proper authorization by the organization or its officers, and shall give a Treasurer's report indicating total assets of the organization at each meeting. At the end of each quarter, an itemized statement of receipts and disbursements shall be submitted to the President to be placed in the club files by the Secretary. A roll of all members and their addresses and phone numbers shall be maintained with their current status as to dues paid. A current copy of file roll each time it is updated to be provided to the Secretary for the club files.

Section 5. All records of the organization shall be the property of the organization and shall be passed on to incoming officers as appropriate.

Article IV

Meetings of the Board of Directors

Section 1. The Board of Directors shall meet at the call of the President. The Board shall advise the President, make recommendations to the membership, and approve expenses, except it shall not approve expenses of more than $250.00 unless directed by the membership. The Board may not buy, sell or lease real property, or take any action reserved to the membership by this Constitution or the By-Laws.

Article V

Business Meetings

Section 1. The By-laws shall provide for regular meetings. Fifteen (15) voting members shall constitute a quorum for the transaction of all business with the following exceptions: For the approval of any financial items in excess of $250.00, or for changes in the Constitution or the By- Laws, ten (10) voting members shall constitute a quorum.

Article VI

Dues

Section 1. The Deming Amateur Radio Club by a majority of those present 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 within its objectives as set forth in Article 1. Non- payment of such dues or assessments shall be cause for expulsion from the organization within the discretion of the membership.

Article VII

Amendments 

Section 1. Any amendments to this Constitution or By-Laws must be submitted in writing at a regular meeting of the organization. The resolution must be read at two regular meetings and may be approved immediately after the second meeting by a two-thirds majority, providing a quorum of ten (15) voting members is present.

Article VIII

Club Proceedings

Section 1. It shall be the duty of the Secretary to keep the Constitution and By-Laws of the Deming Amateur Radio Club and to have them available at every regular and special meeting. All amendments, changes and additions are to be noted thereon and be made available for consultation by members by request.

Section 2. Membership:

a.    An application for membership shall be submitted at a regular meeting by a present member of the organization.

b.    The applicant, being present, must express a willingness to abide by the Constitution and By- Laws, and such rules as shall, from time to time, be adopted by the organization.

c.    Members with a valid amateur radio license shall be known as Full Members, and are entitled to all the rights and privileges of the organization. Unlicensed members shall be known as Associate members, and shall have all the rights of a Full member except the right to hold office or to vote.

d.    Honorary membership shall be conferred by the organization as provided in Article 1, in recognition of outstanding service to the Amateur Radio Community and the organization. This membership shall carry no obligation of dues, or active participation in the organization.

e.    A member whose dues are paid shall be considered Active. All others shall be considered Inactive. An Inactive member shall not be allowed any rights or privileges as a member, and his name shall be removed from the roll. Dues shall be paid annually. A one-month grace period shall be granted. If a member becomes inactive, he or she may be reinstated by paying his or her dues, but may or may not assume prior responsibility as a chairperson or an officer, since such position may have been filled by a secret ballot vote of a quorum of members.

Section 3. Regular meetings shall be held once a month at a time and day most compatible to the majority of members. Special meetings may be called by the President upon written request by any five (5) members, including social gatherings of the members and their guests if promoting interest in amateur radio communication and experimentation. Such meetings will require that written notice be sent to all members of the club at least ten (10) days in advance

and that the notice include the purpose(s) of the meeting and the business to be conducted. Only such business as detailed in the notice of such meeting may be conducted at such special meetings.

Section 4. Dues: Annual dues for a single membership shall be $15.00 per year, with dues of $22.00 per year for a family membership. The family membership to include each member of a family with a valid amateur radio license, and who resides at the same address. The amounts will cover all privileges of the organization and the use of the, repeater. Associate members shall pay dues of $9.00 per year. Membership dues will he paid once a year at the January meeting. If this creates a financial hardship upon anyone, a private meeting with the officers may be arranged.

Section 5. It shall be the duty of the President to appoint chairpersons to provide assistance and information as required by the organization for its normal functions:

A. An Education Chairperson

B. Program Chairperson

C. A Membership Chairperson

D. An Emergency Chairperson

E. Repeater Chairperson

F. A Refreshment/Banquet Chairperson

G. A Publicity Chairperson

Section 6. An auditing committee shall be appointed by the President, and the books shall be audited in February of each year. An auditing report shall then be read during the March meeting and given to the Secretary for the club files.

Section 7. The Treasurer shall be authorized to purchase supplies, radio equipment and related items when needed, but not to exceed $100.00 in any one-month period. Purchases over $100.00 and up to $150.00 must have approval of another officer. Purchases over $150.00 must have the approval of the membership. In an emergency, Article IV, Section I, will apply.

Section 8. Order of Business:

1. Order of Business shall be arranged according to the following agenda:

a. Call the meeting to order

b. Roll Call by signing of the Attendance Book

c. Self-Introductions.

2. Reading of the Minutes of the previous meeting(s)

3. Treasurer's Report for previous month(s) ending.

4. Committee Reports.

5. Unfinished or Old Business.

6. New Business.

7. 50-50 Drawing (if desired).

8. Adjournment

9. Scheduled Program (if any).

Section 9. Roberts Rules of Order shall govern proceedings at all Club meetings.

NOTE: This is a revised Constitution and By-Laws and will supersede all previous versions, known and unknown, of Constitutions and By-Laws of this organization.

DATE-. November 10, 2001

Adopted by the membership and the Board of Directors Executed by Charles J. Brown, President

/signature

Wayne Burkhartd, KD5MQE, Secretary

/signature

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NEW MEXICO PUBLIC REGULATION COMMISSION

COMMISSIONERS                                                                CORPORATIONS DFPARTMENT

DISTRICT I HERB H. HUGHES                                                   

DISTRICT 2 RORY NICMINN                                                               DISTRICT 3 JEROME D. BLOCK                                                                         DISTRICT 4 LYNDA M. LOVEJOY        -                                                              DISTRICT 5 TONY SCHAEFER

APRIL 19, 2002

DEMING AMATEUR RADIO CLUB

PO BOX 525 DEMING NM 88031

RE: DEMING AMATEUR RADIO CLUB SCC#1730308

THIS COMMISSION APPROVED AND FILED THE AMENDED BYLAWS ON APRIL 17, 2002 (REFERENCE #3240900) FOR THE ABOVE CAPTIONED CORPORATION; SUBSEQUENT AMENDED/ REVISED/RESTATED BYLAWS MUST BE FILED IN THIS OFFICE BEFORE THEY ARE EFFEC- TIVE AS REQUIRED BY LAW. FILING FEE OF $10.00 MUST ACCOMPANY EACH DOCUMENT AND SAID DOCUMENT MUST BE SIGNED BY THE CHIEF OFFICER AND SECRETARY.

THE REFERENCED APPROVAL DOES NOT CONSTITUTE AUTHORIZATION FOR THE ABOVE REFERENCED CORPORATION TO TRANSACT ANY BUSINESS WHICH REQUIRES COMPLIANCE WITH OTHER APPLICABLE FEDERAL OR STATE LAWS, INCLUDING, BUT NOT LIMITED To, STATE LICENSING REQUIREMENTS. IT IS THE CORPORATION'S SOLE RESPONSIBILITY TO OBTAIN SUCH COMPLIANCE WITH ALL LEGAL REQUIREMENTS APPLICABLE THERETO PRIOR TO ENGAGING IN THE BUSINESS FOR WHICH IT HAS OBTAINED APPROVAL OF THE-REFER- ENCED DOCUMENT.

YOUR CANCELLED CHECK, AS VALIDATED BY THIS COMMISSION, IS YOUR RECEIPT. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE CHARTERED DOCUMENT DIVISION AT (505) 827-4511 FOR ASSISTANCE.

CHARTERED DOCUMENT DIVISION

JG

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