STONEWALL JACKSON
AMATEUR RADIO ASSOCIATION

BY LAWS

ARTICLE I

Section 1. The name of the corporation shall be Stonewall Jackson Amateur Radio
           Association Incorporated.
           
Section 2. The existence of this corporation shall be perpetual.

Section 3. The address of the corporation shall be P.O. Box 752, Clarksburg, WV. 
           26302-0752.
           
Section 4. The purpose of the corporation shall be to further the exchange
           information and cooperation among members to promote radio
           knowledge, comradery, and individual operation efficiency, and to
           conduct club programs and activities as to advance the general interest 
           and welfare of amateur radio in the community.

Section 5. The corporation shall be a non-profit corporation.

Section 6. Roberts's Rules shall govern all official proceedings at meetings.

ARTICLE II

Section 1. The association shall be controlled by a board of directors which shall
           consist of seven members. Four of the directors shall be the officers of
           the association: president, vice-president, secretary, and treasurer.
           The remaining three members of the board of directors shall be elected 
           by the membership.

Section 2. Elections shall be held bi-annually (every (2) two years) for the offices 
           of President, Vice-President, Treasurer, Secretary, and the three (3) 
           members of the board of directors as follows:
           (a) At the September meeting of the year of election, a nominating committee
           consisting of three members shall be selected by the President. Any
           member of the organization with the exception of the President may
           serve on the nominating committee.:

           (b) The committee will present the nominations to the club at the October
           meeting. There may be additional nominations from the floor. All members,
           including current officers, are eligible for office. The President may serve
           only two (2) consecutive years.
           (c) Upon a member request to the club Secretary, an official ballot shall
           be sent to the member for voting purposes should he/she be unable to attend
           the November meeting. Absentee ballots shall be received at the
           club's P.O. Box prior to the November meeting.
           (d) The election shall be held at the November meeting. No quorum is 
           necessary to transact association business, including elections. Each
           member shall have one vote. A majority vote of all members present and
           ballots received prior to the meeting will sufficient to elect association
           officers. The vote will be made in descending order, beginning with the
           President and proceeding through the Board of Directors.
           (e) A counting committee shall be appointed by the President. It shall
           consist of three members, none of whom are running for office.
           (f) The counting committee shall determine the results of the election
           by opening and counting all ballots, including those absentee ballots
           received prior to the meeting.
           (g) The offices of President, Vice-President, Treasurer, Secretary, and the (3)
           members of the board of directors my only hold office for no more than (2)
           two consecutive terms, a total of (4) four years.
    
Section 3. Vacancies occurring on the board of Directors or in any elected office
           shall be filled by special election at the next regular meeting.

Section 4. Directors or officers may be removed by a vote of three-fourths of the 
           membership present at a regular meeting.
           
Section 5. The board of Directors shall meet at least once per year. All meetings
           shall be called by the President or by a written request of two Directors.
           

ARTICLE III

Section 1. The President shall preside at all meetings of this club, and conduct the
           same according to the rules adopted. The President shall endorse due
           observance of this constitution and by laws, decide all questions of order
           and sign all official documents that are adopted by the club, and none
           other. He/She shall appoint special committees and perform all other
           customary duties pertaining to the office of the President
           
Section 2. The Vice-President shall assume all duties of the President in the
           absent of the latter.

Section 3. The Secretary shall keep a record of the proceedings of all members,
           keep a roll of the members, submit applications for membership, carry
           on all correspondence, and read the communications at each meeting.
           At the expiration of his/her term, the secretary shall turn over all items
           belonging to the club to the successor. It shall be the duty of the
           Secretary to keep the by laws of the club and have the same with him/her
           at every meeting. He/She shall cause all amendments, changes, and
           additions to be noted thereon and shall permit the same to be consulted
           by members upon request.
           
Section 4. The Treasurer shall receive and receipt for all monies paid to the club.
           Any two(2) officers shall sign all checks. The Treasurer shall keep an
           accurate account of all monies received and expended. Once each
           month, he/she shall submit an itemized statement f disbursements and
           receipts. At the expiration of his/her term, the Treasurer shall turn over 
           all items belonging to the club to the successor. The Treasurer shall
           comply with all tax statutes.
           
           

ARTICLE IV

Section 1. Applications for membership shall be submitted at a regular meeting
           Applicant must express a willingness to abide by the laws and other
           rules promulgated by the club. Members who do not comply with the
           by laws may be removed from membership by a vote of three-fourths
           of the membership present at a regular meeting.
           
Section 2. Regular meeting shall be held monthly at such place as the President
           and Board of Directors shall order. No quorum is necessary to transact 
           association business. A majority vote of all members present at a
           regular meeting is sufficient to transact business unless otherwise noted
           in these articles. Special meetings shall be called by the President upon
           written request of any five (5) club members. Notices shall be sent to
           members concerning any special meeting and the business to be 
           transacted.
 
           Such notices shall be sent by telephone, ordinary postal delivery,
           or via the Internet utilizing Electronic mail, so that the notice arrives 
           not less than 24 hours before the meeting time.
           
Section 3. A regular yearly membership fee, payable on or before January 1st, is
           hereby assessed each member for the purpose of providing funds for
           current expenses. This fee shall be determined by the Board of Directors
           and approved by the membership. Any member not paying dues by
           April 1st will automatically be dropped from membership. New members 
           joining during the fiscal year will be assessed for the remaining months
           of the fiscal year. Newly licensed amateurs (first-time licenses) shall
           upon application, receive club membership at no cost for the balance of 
           the fiscal year in which they receive their first license.
           

ARTICLE V

                    
          A sale, exchange, mortgage, pledge, or other disposition of all 
           or substantially all the property and assets of the association may be 
           made upon such terms and conditions and for such consideration as
           may be authorized by the Board of Directors. The Board shall adopt
           a resolution recommending such sale, lease, exchange, mortgage,
           pledge, or other disposition and directing that it be submitted to a vote
           at a meeting of members. This may be either a regular or special
           meeting. Written notice stating that the purpose or one of the purposes
           of such meeting is to consider the sale, lease, exchange, mortgage,
           pledge, or other disposition of all or substantially all of the property and
           assets of the corporation shall be given to each member entitled to vote.
           At such meeting, the members may authorize such sale, lease
           exchange, mortgage, pledge, or other disposition. They may fix or
           may authorize the Board of Directors to fix any or all of the terms and
           conditions thereof and the consideration to be received by the
           corporation therefore. Such authorizations shall require the approval
           of the majority of the votes which members present at such meetings are
           entitled to cast.
           
           After such authorization by a vote of members, the Board of Directors
           nevertheless, at it discretion, may abandon such sale, lease, exchange,
           mortgage, pledge, or other disposition of assets, subject to the rights
           of third parties, under any contracts relating thereto, without further
           action or approval by the members. 
           

ARTICLE VI

           The Board of Directors shall adopt a resolution setting forth the
           proposed amendments and directing that they be submitted to a vote
           thereon, which may be held either at a regular or a special meeting.
           Written notice setting the proposed amendment or a summary of the 
           changes to be effected thereby shall be given to each member
           entitled to vote at such meetings. The notice will be given within the
           time and in the manner provided in Article IV for the giving of notice of
           meetings to members. The proposed amendment shall be adopted
           upon receiving a majority of the votes which members present at such
           meeting are entitled to cast.


                 Any member may propose an amendment to the bylaws following the 
                 procedures outlined in this articles.