ZSARC Constitution

[Cybrludite]

Zombie Squad, Inc.
Zombie Squad Amateur Radio Club
Constitution
Preamble:
We, the undersigned, wishing to secure for ourselves the pleasures and benefits of an association of persons commonly interested in Amateur Radio, constitute ourselves the Zombie Squad Amateur Radio Club (ZS-ARC) and enact this constitution as our governing law. The Zombie Squad Amateur Radio Club is an extension of the Zombie Squad organization (ZS-Inc.), and exists solely at the discretion of the Zombie Squad Board of Directors, who shall retain the right to disband the ZS-ARC at any time. It shall be our purpose to further the mission of Zombie Squad Inc. in the areas of emergency communications and community service by promoting technical knowledge, individual operating efficiency, cooperation between club members, cooperation between ZSARC and other organizations, the encouragement and training of prospective amateurs, the use of our communications services during emergencies, and a high standard of conduct in all club activities.

Article I
Membership:
Sec. 1: There shall be two levels of membership: Full membership and Associate Membership
Sec. 2: Any member in good standing of Zombie Squad, having paid current yearly dues to Zombie Squad, shall be eligible for Associate membership, with all benefits of membership including the right to vote in officer elections but excluding the right to run for any club office.
Sec. 3: Any member of Zombie Squad, having paid yearly dues to Zombie Squad, having earned at least a Technician Class FCC Amateur License, and being a current American Radio Relay League member, shall be eligible for Full membership with all benefits, including the right to vote in officer elections and run for club office.
Sec. 4: Any Full member who fails to meet the qualifications for Full member status shall be relegated to Associate membership.
Sec. 5: Any person who for whatever reason ceases to be a member in good standing of Zombie Squad shall have their membership in ZSARC revoked.

Article II
Officers:
Sec. 1: The officers of this club shall be President, Vice President, Secretary, and Treasurer.
Sec. 2: The officers of this club shall be elected for a term of one year by simple majority by written ballot of at least 70% of current Full members. Elections shall take place in November of each year, with officers assuming their duties January 1st of the following year.
Sec. 3: If an officer other than the President is removed, or resigns, or is otherwise unable to fulfill the obligations of the office, that office will be filled by a special election at the first regular meeting following the vacancy in office.
Sec. 4: If the President is removed, resigns, or is otherwise unable to fulfill the obligations of the office, the Vice President will advance to the office of President, serving as such until the next scheduled election. The Vice-Presidency will be filled according to the standards of Article II Section 3.
Sec. 5: Officers may be removed by a 75% majority vote written and secret ballot of Full members. A motion for removal of an officer must be made at least 30 days prior to the date at which the removal vote will occur.

Article III
Duties of the officers:
Sec. 1: The president shall preside at all ZSARC meetings, and conduct the same according to the rules laid out in this agreement. The president shall enforce compliance with this constitution and bylaws, decide all questions of order, sign all official documents adopted by the ZSARC, and appoint those offices necessary to accomplish the mission of ZSARC. The President shall be responsible for all licensing and operational matter with regards to ZSARC equipment, and shall perform all other duties associated with the office of president. The President shall serve as liaison between ZSARC and ZSN.
Sec. 2: The Vice-President shall assume all duties of the President in the President's absence. The Vice-President shall organize, plan, and recommend club activities and events, and advance the mission of ZSARC in all matters.
Sec. 3: The Secretary shall keep a record of the proceedings of all meetings, keep a roll of members, carry on all correspondence, read communications at each meeting, approve press and public relations affairs, and notify members of all special meetings. It shall be the duty of the Secretary to keep the constitution and by-laws of ZSARC, and to bring the same to every meeting. The Secretary shall note all amendments, changes and additions to the constitution, and shall permit it to be consulted by members upon request. At the end of the Secretary's term, all items belonging to or pertaining to the club shall be turned over to the incoming Secretary, or to the President.
Sec. 4: The Treasurer shall receive and receipt for all monies paid to the club; keep an accurate account of all monies received and expended; pay bills only with proper authorization by the club officers. At the end of each month, the Treasurer shall submit an itemized statement of disbursements and receipts. At the end of the Treasurer's term, all items belonging or pertaining to the club shall be turned over to the incoming Treasurer or the President.
Sec. 5: Officers may delegate non-essential tasks to Full members. Delegation of tasks by any officer to any other person shall not absolve that officer of the responsibility for completion of those tasks.

Article IV
Meetings:
Sec 1: Given the international nature of ZSARC, meetings shall be held via electronic means so designed that all authorized to attend may do so, as approved by the President.
Sec. 2: Meetings open to all members shall be held no less than once quarterly.
Sec 3: Special meetings and meetings of the board officers shall be called at the discretion of the President or his designated representative.
Sec. 4: Meetings shall be kept as informal as possible in keeping with the goals of the meeting. Should conflicts arise, the meeting will be governed under "Robert's Rules of Order, Revised", as interpreted by the President.

Article V
Amendment to the Constitution and bylaws:
Sec 1: This Constitution and Bylaws may be amended by a two-thirds majority vote of ZSARC Full members, provided all members have been given 30 days notice by email of the intent to amend this constitution and bylaws at said meeting.

Article VI
ZSARC Property:
Sec. 1: Any item purchased with ZSARC funds becomes the sole property of ZSARC. Any items donated to ZSARC become sole property of ZSARC.
Sec 2: Upon dissolution of ZSARC, any and all assets become sole property of Zombie Squad, Inc.

Article VII
Operations:
Sec 1: ZSARC shall adopt as it's main purpose the dissemination of accurate information regarding emergency communications to the Zombie Squad community and the communities in which ZSARC members live.
Sec. 2: ZSARC shall create and maintain a program to foster good public relations with communities, the press, other amateur radio organizations, and government agencies.
Sec. 3: ZSARC members are responsible for knowing and abiding by the appropriate FCC rules and regulations, as well as generally accepted amateur radio etiquette, including the ARRL voluntary band plans. Repeated and/or intentional violations will result in suspension of club operating priveleges, and possible revocation of club membership, as approved by the board of officers.

Article IIX
Club Conduct:
Sec. 1: As an extension of Zombie Squad, it is important that club members adhere to the following code of conduct while attending club events.

A. Use of the Zombie Squad Name
Zombie Squad: National must approve any and all uses of the Zombie Squad name, logo, or other intellectual property for event staging, publicity, community service, or other purposes.

B. Speaking With the Media
When contacted by any media outlet, the club representative must notify ZS:HQ before proceeding with any publicity.

C. Obeying the Law
While representing Zombie Squad, ZSARC and members are required to be aware of and obey all applicable laws.

D. Respect People
Zombie Squad does not discriminate based on race, sex, religion, sexual orientation, political affiliation, etc. While representing Zombie Squad, club members will create an environment welcoming to others and respectful of their differences.

E. Not a Political Party or Advocacy Group
Zombie Squad does not support or endorse any political affiliation or any ideology over another. ZSARC may not knowingly take part in any event that advocates a political or religious agenda.

Here ends the Zombie Squad Amateur Radio Club Constitution. We, the undersigned, have read and approve of the spirit and letter of this Constitution.

[Scotticus]

I'd like to request discussion on the following topic:

Sec. 3: Any member of Zombie Squad, having paid yearly dues to Zombie Squad, having earned at least a Technician Class FCC Amateur License, and being a current American Radio Relay League member, shall be eligible for Full membership with all benefits, including the right to vote in officer elections and run for club office.

As a paid, current member of ARRL, I do not feel that membership to ARRL should be required to hold Full membership status, or run for office, within ZS:ARC. I maintain that membership to ARRL, a private, optional club within the amateur radio space, with no affiliation with ZS, should not be a requirement for any level of participation within ZS:ARC, and seek clarification / justification for why this requirement was imposed originally.

I've been a ham for 12 years, only recently joined ARRL, and have provided organizational leadership for several organizations. Even as an ARRL member, I don't see why we would require that membership here.

[KJ4VOV]

I'd like to request discussion on the following topic:

Sec. 3: Any member of Zombie Squad, having paid yearly dues to Zombie Squad, having earned at least a Technician Class FCC Amateur License, and being a current American Radio Relay League member, shall be eligible for Full membership with all benefits, including the right to vote in officer elections and run for club office.

As a paid, current member of ARRL, I do not feel that membership to ARRL should be required to hold Full membership status, or run for office, within ZS:ARC. I maintain that membership to ARRL, a private, optional club within the amateur radio space, with no affiliation with ZS, should not be a requirement for any level of participation within ZS:ARC, and seek clarification / justification for why this requirement was imposed originally.

I've been a ham for 12 years, only recently joined ARRL, and have provided organizational leadership for several organizations. Even as an ARRL member, I don't see why we would require that membership here.

I'll second this request for clarification. Membership in ARRL in order to hold full membership and voting rights within an ARC should only apply if the ARC is ARRL affiliated. I am currently a member of an ARRL affiliated club and I understand how this works, so I do not see why it is a requirement for full ZS-ARC membership when the ZS-ARC is not an ARRL affiliated club.

[KJ4VOV]

Membership:
Sec. 1: There shall be two levels of membership: Full membership and Associate Membership
Sec. 2: Any member in good standing of Zombie Squad, having paid current yearly dues to Zombie Squad, shall be eligible for Associate membership, with all benefits of membership including the right to vote in officer elections but excluding the right to run for any club office.
Sec. 3: Any member of Zombie Squad, having paid yearly dues to Zombie Squad, having earned at least a Technician Class FCC Amateur License, and being a current American Radio Relay League member, shall be eligible for Full membership with all benefits, including the right to vote in officer elections and run for club office.
Sec. 4: Any Full member who fails to meet the qualifications for Full member status shall be relegated to Associate membership.
Sec. 5: Any person who for whatever reason ceases to be a member in good standing of Zombie Squad shall have their membership in ZSARC revoked.

The section makes it unclear if membership is automatic (ie: I'm a paid ZS member, hold an FCC amateur extra license, and am a paid ARRL member, ergo I'm automatically a ZS-ARC full member) or if application must be made for membership.

Article II
Officers:
Sec. 1: The officers of this club shall be President, Vice President, Secretary, and Treasurer.
Sec. 2: The officers of this club shall be elected for a term of one year by simple majority by written ballot of at least 70% of current Full members. Elections shall take place in November of each year, with officers assuming their duties January 1st of the following year.
Sec. 3: If an officer other than the President is removed, or resigns, or is otherwise unable to fulfill the obligations of the office, that office will be filled by a special election at the first regular meeting following the vacancy in office.
Sec. 4: If the President is removed, resigns, or is otherwise unable to fulfill the obligations of the office, the Vice President will advance to the office of President, serving as such until the next scheduled election. The Vice-Presidency will be filled according to the standards of Article II Section 3.
Sec. 5: Officers may be removed by a 75% majority vote written and secret ballot of Full members. A motion for removal of an officer must be made at least 30 days prior to the date at which the removal vote will occur.

I suggest that a fifth officer position be created, that of Membership officer, with the duty of maintaining the membership records/roll of the club. The office of Secretary would probably be overburdened with this task, in addition to the other duties of Secretary, and without such records/rolls it would be impossible determine when a majority vote is reached. Furthermore, I suggest that the wording of the club Constitution be changed to clarify if vote percentages are based on total voting membership, or based on total valid votes submitted. Such clarification is needed because it has great impact on the voting process of the club. For example, let's suppose that we are having an impeachment vote, and we get 100 votes sent in. If 75 of those votes are in favor then logic might dictate that the measure passes and the officer is impeached. However, if the club has 1,000 full members that are eligible to vote, and 900 do not submit votes, then the 75 "yea" votes do not constitute a 75% majority vote of all the members, and the measure would be defeated.

Sec. 4: The Treasurer shall receive and receipt for all monies paid to the club; keep an accurate account of all monies received and expended; pay bills only with proper authorization by the club officers. At the end of each month, the Treasurer shall submit an itemized statement of disbursements and receipts. At the end of the Treasurer's term, all items belonging or pertaining to the club shall be turned over to the incoming Treasurer or the President.

Before any monies or funds are collected it would behoove the club to look into the legal requirements and ramifications of doing so. As the founder and chairman of the board of a large non-profit organization I know for a fact that this aspect of club formation can be a real legal nightmare, particularly when the club is, essentially, a "virtual" entity, with no "brick & mortar" location in the real world. In forming my own organization eight years ago I found it expedient to incorporate and to obtain IRS 501(c)(3) status for the organization. It took months to do this, and was quite expensive, but it was the right legal move to make. It also turned out to have been a problem when the corporate headquarters (the PC on my desk) was moved to a different state four years ago. We're still working that one out.

Article IV
Meetings:
Sec 1: Given the international nature of ZSARC, meetings shall be held via electronic means so designed that all authorized to attend may do so, as approved by the President.
Sec. 2: Meetings open to all members shall be held no less than once quarterly.
Sec 3: Special meetings and meetings of the board officers shall be called at the discretion of the President or his designated representative.
Sec. 4: Meetings shall be kept as informal as possible in keeping with the goals of the meeting. Should conflicts arise, the meeting will be governed under "Robert's Rules of Order, Revised", as interpreted by the President.

Pending clarification of the ARRL status of the club I'd like to point out that if the club is indeed "ARRL affiliated" then ARRL club rules require that general meetings be open to all hams and the general public, not just club members.

Article VII
Operations:
Sec 1: ZSARC shall adopt as it's main purpose the dissemination of accurate information regarding emergency communications to the Zombie Squad community and the communities in which ZSARC members live.
Sec. 2: ZSARC shall create and maintain a program to foster good public relations with communities, the press, other amateur radio organizations, and government agencies.
Sec. 3: ZSARC members are responsible for knowing and abiding by the appropriate FCC rules and regulations, as well as generally accepted amateur radio etiquette, including the ARRL voluntary band plans. Repeated and/or intentional violations will result in suspension of club operating priveleges, and possible revocation of club membership, as approved by the board of officers.

What would constitute approval of the club officers? Also, with only four officers the possibility of a deadlock vote is very real for any action by the club officers.

Article IIX
Club Conduct:
Sec. 1: As an extension of Zombie Squad, it is important that club members adhere to the following code of conduct while attending club events.
[list]A. Use of the Zombie Squad Name
Zombie Squad: National must approve any and all uses of the Zombie Squad name, logo, or other intellectual property for event staging, publicity, community service, or other purposes.

B. Speaking With the Media
When contacted by any media outlet, the club representative must notify ZS:HQ before proceeding with any publicity.

In the highlighted line above, what constitutes a club "representative" (regular club member, or only club officers?) and what constitutes proper notification of ZS:HQ? Does ZS:HQ need to give approval first. before any statement is made? I suggest that a standard ZS-ARC policy on this subject be drafted and and approved, a policy that covers all reasonably foreseeable interactions with the media, both during emergency operations and during normal operations. Furthermore, I suggest that any ZS-ARC policy about media interaction during emergency operations be compatible with the Incident Command System (ICS) and with the National Incident Management System (NIMS).

[LtCmdLeia]

The ZS:ARC chapter is technically inactive, so the constitution posted above (from 2 years ago) is really of no relevance.

KJ4VOV: Any questions about money collected for charity can go to ZS HQ. As all the chapters and ZS itself have been collecting money for years and they know all about that.

[KJ4VOV]

The ZS:ARC chapter is technically inactive, so the constitution posted above (from 2 years ago) is really of no relevance.

KJ4VOV: Any questions about money collected for charity can go to ZS HQ. As all the chapters and ZS itself have been collecting money for years and they know all about that.

I'm sorry, I wasn't aware that I'd posted any questions about that. I thought I posted suggestions and advice about funds collected for ZS-ARC (which, since as you say, is "inactive", can't be a charity). Silly me!

BTW, I'm curious... Are you actually a licensed amateur radio operator?

[whisk.e.rebellion]

ZS:ARC is part of Zombie Squad, Inc, just like any other chapter. As such, it must operate under the rules set forth by ZS that govern how chapters operate. The forum for ZS:ARC is part of the ZS forums. As such, the rules of the forums -- as well as the entire organization -- apply.

Instead of getting into pissing contests on the forums about how ZS:ARC should be run, perhaps you should get a group of members together and work with the powers that be -- instead of struggling against them -- to organize this into a proper virtual chapter.

Also, the ZS Radio Club forum is locked until further notice because of some assholes who can't follow simple rules and decide to run around shouting "Help, help, I'm being repressed."

[LtCmdLeia]

BTW, I'm curious... Are you actually a licensed amateur radio operator?

Yes, I'm licensed.

The constitution you two are looking at was written with my help, as I was the Vice President of ZS:ARC at the time.

[kyle]

What's up, guys? I'm going to go ahead and unlock this.

So, there seems to be some question from a few about how this club start-up works and who's in charge of making decisions on how this process get's started.

Currently the club doesn't exist and there are no authority figures. Any approval for the club will need to be submitted to ZS-HQ for discussion.

There were some attempts to get it going a few years ago but it didn't take. Any rules/regulations on how the club functions written up previously have no barring on how this club will work. There is nothing wrong with using any of it to come up with your own guidelines but you don't have to pay any attention to them.

To be honest, I think the ZSARC Constitution here may be over kill. It might be better to keep it simple.

There is also a concern with direct affiliation between ZS and the ARRL, which someone also mentioned above. I would highly recommend dropping that requirement. ZS has worked with ARRL in the past and I can see the ZS/ZSARC possibly working with them again but I think it might be a bit premature to require ZS members to be members of the ARRL in order to participate in the proposed ZSARC.

In regard to money, this club will act similarly to a ZS Chapter. The club will be a entity under the Zombie Squad, which is a non-profit organization.

The ZS Board of Directors (ZS-HQ) would love to hear any ideas from you guys. We're really excited to get this going.

[KJ4VOV]

What's up, guys? I'm going to go ahead and unlock this.

So, there seems to be some question from a few about how this club start-up works and who's in charge of making decisions on how this process get's started.

Currently the club doesn't exist and there are no authority figures. Any approval for the club will need to be submitted to ZS-HQ for discussion.

There were some attempts to get it going a few years ago but it didn't take. Any rules/regulations on how the club functions written up previously have no barring on how this club will work. There is nothing wrong with using any of it to come up with your own guidelines but you don't have to pay any attention to them.

To be honest, I think the ZSARC Constitution here may be over kill. It might be better to keep it simple.

Using the old rules and constitution as a starting point, then modifying them and adding other material as needed might make the start-up process easier. Why re-invent the wheel if you don't have to? However, since this club would have to work and act like a chapter, that throws some curves into what would normally be a straight forward process of setting up an ARC. I know absolutely nothing about how to form a ZS chapter, but there are plenty of folks here who do and their participation, advice and guidance would make the whole thing a lot easier.

There is also a concern with direct affiliation between ZS and the ARRL, which someone also mentioned above. I would highly recommend dropping that requirement. ZS has worked with ARRL in the past and I can see the ZS/ZSARC possibly working with them again but I think it might be a bit premature to require ZS members to be members of the ARRL in order to participate in the proposed ZSARC.

In regard to money, this club will act similarly to a ZS Chapter. The club will be a entity under the Zombie Squad, which is a non-profit organization.

The ZS Board of Directors (ZS-HQ) would love to hear any ideas from you guys. We're really excited to get this going.

Scotticus and I both had concerns about ARRL affiliation as well Kyle, and I agree with you that this should probably not be a requirement at this time. Later on, once the club is up and running and the bugs have been worked out, maybe it would be something ZS-HQ would want to look into.

The next question though is... Who's going to head this project?

NoAm seems to be the one who sort of revived the idea of ZSARC, and I know a lot of people are interested in it and want to take part, but to make it work we'll need a leader. Personally, I don't think I'm qualified for such a position. I'm new to ZS and still learning the ropes here, and full integration between ZS and ZSARC is going to be critical. I will, of course, be happy to help in any way that I can though.

So... any nominations?

My nomination goes to NoAm.

[44Dave]

I second NoAm. We should really start another thread for this discussion.

[LtCmdLeia]

Locking this thread because a new ZSARC Constitution is being written.