Bylaws

The current club bylaws are located below.

The current slate of officers and their contact info is located under the membership heading.


ARTICLE I

NAME OF THE CLUB

1.1                   Name. The name of the club shall be Western Washington DX Club, hereinafter called “WWDXC”.

1.2                   Corporate status. The WWDXC is a public nonprofit corporation maintained pursuant to the laws of the State of Washington, having been organized in June 1982 by civic-minded citizens of Washington. The corporation is registered with the Secretary of State, Corporate Division, State of Washington, Olympia WA 98504.

1.3                   The WWDXC’s Federal Communications Commission-issued amateur radio callsign is W7DX.

1.4                   The corporation is organized exclusively for charitable,  educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

1.5                   No part of the net earnings of WWDXC shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that WWDXC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these by-laws. No substantial part of the activities of WWDXC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and WWDXC shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these by-laws, WWDXC shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of WWDXC.

1.6                   Upon the dissolution of WWDXC, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of WWDXC is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE II

PURPOSE

2.1 The  purpose of WWDXC is to pursue the enjoyment and benefits of associating with persons commonly interested in amateur radio; by furthering cooperation among its members, by development of individual proficiency in communications, and by furthering the interest of amateur radio in the community.

2.2 An additional purpose of WWDXC is to foster interest in long-distance (DX) communications with radio amateurs on a worldwide basis by supporting activities associated with DX operations, and by encouraging the interchange of technical and communications information with other DX clubs.

2.3 An additional purpose of WWDXC is to offer technical advancement seminars to already licensed operators, supporting emergency communications, and participating in areawide operating activities.

2.4 In furtherance of the aforestated purposes, WWDXC shall be on record and can exercise all the rights and powers of a nonprofit corporation under the laws of the State of Washington.

ARTICLE III

TENURE

3.1                 WWDXC shall exist in perpetuity. The status of WWDXC as a public nonprofit corporation can be terminated by the Secretary of State, State of Washington, or by action of WWDXC not refiling annually as a nonprofit corporation.

ARTICLE IV

MEMBERSHIP AND VOTING

4.1               Membership. WWDXC shall have four classes of membership: Regular members, Junior members, Associate members and Honorary members.

4.1.1            Regular members. All persons having an amateur radio license and interested in amateur radio in general and in long-distance communications in particular shall be eligible for regular membership.

4.1.1.1        Application for membership shall be submitted by the candidate to the WWDXC Secretary, or their designee, in writing. Each applicant shall agree to abide by the bylaws and other such rules as may be promulgated from time to time by the WWDXC. A majority of the Board of Directors shall approve the applicant before he or she may be considered elected to the membership.

4.1.1.2        An application for membership shall be accompanied by first years dues payable at the time the application for membership is filed. Other assessments, if any, shall be paid within thirty (30) days of election to membership.

4.1.1.3        Any member of the WWDXC who is called for active service in the armed forces for an extended period shall be continued on the roster as a member during his or her period of service without payment of dues or assessments.

4.1.2            Junior members.  A person under the age of 25 and holding an amateur radio license is eligible for membership on the same terms as a regular member but at a reduced yearly membership dues amount.

4.1.3            Associate members.  Friends of WWDXC who contribute services or funds to the organization may be designated as Associate Members by a majority of the Board of Directors. Associate members are nonvoting.

4.1.4            Honorary members.  Honorary Members are so designated by a unanimous vote of the Board of Directors. Honorary members are nonvoting.

4.2               Voting.  Each person who has applied for and received approval for membership and who is a member in good standing shall be entitled to any voting privileges granted by their class of membership during the annual club elections and one (1) vote on each matter raised at any meeting of the WWDXC. There shall be no voting by proxy.

4.3 Dues. Annual dues shall be set at an amount as determined by the Board of Directors from time to time. All dues changes as determined from time to time by the Board of Directors shall take effect in the month of January of the following year.

4.4                   Member in good standing. For the purposes of these bylaws “member in good standing” shall mean a member who is current on their dues payments and who is not the subject of any disciplinary measure enacted by the Board of Directors.

ARTICLE V

OFFICERS AND BOARD OF DIRECTORS

There shall be ten elected members of the WWDXC board of directors. Members of WWDXC shall elect from their ranks the four officers of the WWDXC as well as six (6) other directors. The tenure of WWDXC officers and directors is not limited by term limits except as stated herein. A person may not hold more than one elected office at any one time.

5.1               Officers.  The officers of the WWDXC shall be the President, Vice President, Secretary and Treasurer. All officers are also Directors of WWDXC. The term of office for all elected officers shall be one (1) calendar year commencing in January of each year. Elections for officers and Directors shall proceed annually as outlined in section 5.3 (Elections) of this document.

5.1.1            President.  The president shall be the executive officer of the WWDXC subject to the control of the Board of Directors. The president shall have overall supervision, direction and control of WWDXC and shall enforce the observance of the WWDXC bylaws. The president shall preside at all the general and Board of Directors’ meetings, decide on questions of order, be a signatory to all official and financial documents, make any and all applicable appointments and perform all customary duties pertaining to the office of the president. The president will also have the specific authority to fill any vacancies on the Board or leave these vacancies open until the next general election.

5.1.2            Vice President.  The vice president shall assume all duties of the president in the absence of the latter, and when so acting, shall have all the powers and be subject to the restrictions of the office of the president. The vice president shall also be responsible for obtaining the programs presented at the general meetings.

5.1.3             Secretary. The secretary shall keep a record of the proceedings of all meetings, carry on the official correspondence of the WWDXC as directed by the president, handle written and oral communications as requested by the president and inform the Board of Directors of pending matters other than the normal monthly meetings. The secretary shall maintain the membership database and provide monthly reports to the Board on new member applications and other member status issues. The secretary shall, at the end of his or her term, turn over all records of WWDXC in his or her possession to the successor secretary.

5.1.4             Treasurer.  The treasurer shall receive and provide receipts for all monies paid to WWDXC and shall keep an accurate account of all monies received and expended. The treasurer shall pay all bills of the WWDXC upon proper authorization. Proper authorization consists of prior Board approval for all expenditures over $500. The treasurer shall provide monthly financial reports to the Board for approval.

5.1.4.1          The treasurer shall keep a list of club members who have paid their dues for their current year of membership.

5.1.4.2            At the end of each year the treasurer shall submit an itemized statement of receipts and disbursements, and shall at the expiration of his or her term turn over any and all WWDXC financial records and correspondence in his or her possession to the successor treasurer.

5.1.5: Special Succession. In the event the President and Vice President are both unable to fulfill their duties after a reasonable amount of time, the Secretary shall assume the power to appoint a temporary President and Vice President effective immediately. In the event the President, Vice President, and Secretary are all permanently unable to fulfill their duties, the Treasurer shall assume the power to appoint a temporary President, Vice President, and Secretary effective immediately. These appointments shall be effective until a special election is called, which shall occur no later than 3 months after these appointments are made unless a general election is scheduled to occur within 6 months, in which case the general election schedule outlined in 5.3 shall be followed.

5.2                  Board of Directors.  The WWDXC Board of Directors shall, in addition to the elected officers, consist of six (6) members. The immediate past president of WWDXC shall also be a director for a term of one (1) year. The six (6) directors shall be elected to the Board of Directors to serve staggered three (3) year terms. Thus, two directors shall be elected by the membership every year as the terms of the two earliest elected three-year directorships expire. A quorum of six (6) directors must be present at the Board of Directors meetings to conduct any WWDXC business.

5.2.1               Duties of the Directors.  In conjunction with the WWDXC officers, the directors shall direct all activities of the WWDXC. The directors shall act as advisors to the president on all matters brought to the attention of the Board of Directors and shall approve of any WWDXC expenditures.

5.2.1.1            The Board of Directors shall have authority to approve or disapprove of new membership applications. The Board of Directors shall have authority to remove any member violating the bylaws, or for disreputable or antagonistic conduct. A majority vote by the Board of Directors is required for approval or removal.

5.2.1.2            The Board of Directors shall also be the custodians of any property acquired and belonging to the WWDXC and are also charged with the maintenance and disposition of the same.

5.2.2            Minutes of the WWDXC Board of Directors meetings shall be posted on the WWDXC website for dissemination to general membership.

5.3                  Elections.  Elections shall be orchestrated annually by the Board of Directors and voting shall take place during the November general meeting.

5.3.1               Nominating Committee.  Elections commence in September of each year with the formation by the Board of Directors of a nominating committee.  The nominating committee shall consist of an Election chair and no fewer than 2 additional officers or directors.

5.3.1.1            The Election chair shall send a statement to the voting membership of positions open for election and issue a call for nominations for Officers and Directors. This call shall be repeated at the September general meeting, with the date of the meeting establishing the start of a two (2) week deadline for nominations. Prior to the October Board of Directors meeting, the nominating committee shall then contact each nominee, obtain their interest in running for the position, and request a platform from each nominee desiring to run.  Any one candidate can only run for a single position on the ballot, whether it be an officer position or a directorship, and it must be a position for which they have been nominated.  If a candidate is nominated to multiple positions, the candidate shall choose which position they will run for.

5.3.1.2            The nominating committee shall then provide a slate of nominations to the Board of Directors at the October Board of Directors meeting. Immediately following this meeting, the Board of Directors shall release to the general membership the slate of nominees for each position along with the platform of each nominee. At the same time the Board of Directors shall also communicate to the membership the date, means, and location of the general election.

5.3.2               Elections Procedures. Elections shall be held annually during the November general meeting.  The Board of Directors shall make every effort to include in the election as much of the membership as possible by using, for example, telephone or Internet conferencing and voting software. Voting shall be administered by a designated Board member who is not running for the given position.  Uncontested elections shall be confirmed by a simple voice vote. Contested seats shall be filled by secret ballot, in as much as possible, while also ensuring that only members who are entitled to vote are allowed to vote.

5.3.2.1            Officer Elections. Officers shall be elected first, one at a time. For each position, nominees shall each in turn be given a brief opportunity to address the membership, immediately after which the voting shall take place.

5.3.2.2            In case of a tie when electing Officers, voting for shall be repeated with only the tying candidates on the ballot and one vote per member until the vote is resolved.

5.3.4               Director Elections.  After Officer elections are completed, the voting for any open Director positions shall take place. Nominees shall each in turn be given a brief opportunity to address the membership, immediately after which the voting shall take place.  When there are more non-officer director nominees than open seats, the following process shall be used to fill each of the two open seats:

5.3.4.1            A full vote of all of the candidates for Director shall take place with all slate candidates presented. Each member in good standing is entitled to place one vote per open Director seat.

5.3.4.2            The nominees that receive the most votes will fill each open seat, in turn. Any ballot casting more votes than the number of open seats will be removed.

5.3.4.3            In case of a tie when electing Directors, a candidate with a plurality of votes shall be seated, if possible, and voting for any tied seats shall be repeated with only the tying candidates on the ballot and one vote per member per open seat until the vote is resolved.

5.4                  Indemnification of Directors. WWDXC shall follow the authority to indemnify officers and directors as provided by RCW 23B.08.510.

ARTICLE VI

COMMITTEES

6.1               The Board may create, from time to time, committees consisting of a group of members of the Board, and when circumstances fit, general members of the club. At the Board’s discretion committees may be special or standing.  Special committees are tasked to consider a certain subject and provide a report to the Board while standing committees exist in perpetuity until dissolved by the Board.

6.1.1            Committee Creation. A committee shall be formed by the majority vote of the members of the Board. At the time of formation, the Board shall define the committee by name (e.g. “Finance Committee”), define the committee authority and purpose, appoint a chairperson to lead the committee, and appoint members of the committee. For special committees, the Board shall define the events or timeframe under which the committee shall undertake its duties and present to the Board a final report.  The members of each standing committee shall be considered and elected at the first Board meeting after the club’s general elections.

6.1.2            Committee Chair: The chairperson of the committee is responsible for the operations of the committee including calling and leading the committee meetings, ensuring notes of committee meetings are kept, and facilitating the creation of a report or other output per the Board’s instruction and within the timeframe defined by the Board. The committee chairperson can be changed at any time by a majority vote of the Board.

6.1.3            Committee Dissolution: A standing committee, except those defined by the bylaws, is dissolved by a majority vote of the members of the Board. A special committee ceases to exist when it has made the final report to the Board.

ARTICLE VII

MEETINGS

7.1               Monthly meetings.  A monthly meeting of the WWDXC members shall be held, except during the month of August, at a time and place so designated by the president. In matters presented to the membership for voting, a majority vote of members present at the meeting shall prevail.

7.2               Special meetings.  A special meeting of WWDXC shall be called by the president upon request by any five (5) members of the WWDXC. Notice of any such special meetings and the business to be transacted shall be disseminated to all regular members at least 48 hours ahead of the time of any such special meeting.

ARTICLE VIII

MEMBERSHIP SERVICES

8.1                   WWDXC website.  WWDXC shall maintain a website on the Internet for posting information of interest to the general membership. The website will be maintained by a Webmaster appointed by the Board.

ARTICLE IX

MISCELLANEOUS

9.1                   Rules of order.  Robert’s Rules of Order 12th Edition shall govern all members and directors meetings of WWDXC, except in instances of conflict between “Robert’s Rules of Order” and Articles of Incorporation, or bylaws of WWDXC, or provisions of law.

9.3                   WWDXC is the organizer of the annual worldwide Salmon Run contest. The purpose of this contest is to have amateur radio operations conducted from as many State of Washington counties as possible. As the sponsor of this contest, WWDXC tabulates the results and also provides the awards for winners of the contest in various categories. Details of the Salmon Run contest are posted on the WWDXC Web Site.

9.4                   WWDXC is the host of the Northwest DX Convention every fourth calendar year. Convention details are posted on the WWDXC Web Site.

9.5                   Call Sign. The WWDXC maintains the trusteeship of the club call sign “W7DX” as issued by the FCC.

ARTICLE X

BY-LAWS AND AMENDMENTS

The original WWDXC CONSTITUTION with BY-LAWS attached was adopted by WWDXC Officers and Trustees on 4 May 1965. The original of that document is on file with the secretary of WWDXC.

10.1                A subsequent Revision of the original document shows no date. However, that original of the WWDXC By-Laws was revised by the legal offices of David A. Bennett, 800 Fifth Avenue, Suite 4100, Seattle WA 98104, and forwarded to WWDXC on 24 November 1982.

10.2                A subsequent revision of the By-Laws dated 3 May 2005 was adopted by the WWDXC Board of Directors on 23 May 2005.

10.3                A subsequent Revision of the original document was made by the Board of Directors in September of 2023. This revision moved the text of all previous amendments into the appropriate sections of the bylaws. Prior versions of the bylaws are kept by the WWDXC Secretary and are to be made available upon request.  The September 2023 revision in whole was approved by a majority of the membership of WWDXC on October 14, 2023