BY-LAWS OF THE CALIFORNIA HISTORICAL RADIO SOCIETY, A NON-PROFIT AND
CHARITABLE CORPORATION, AS AMENDED BY THE FOLLOWING AMENDMENTS:

(a) ADOPTED UNANIMOUSLY AT THE MEMBERSHIP AND DIRECTORS MEETING AT LOS
ALTOS HILLS, CALIFORNIA, OF NOVEMBER, 1998,
(b) BY UNANIMOUS CONSENT IN JANUARY, 2004,
(c) BY UNANIMOUS CONSENT IN JANUARY, 2019.
(d) BY UNANIMOUS CONSENT IN JANUARY, 2026.

CHRS is a 501 (c) (3) Tax Exempt and a 509 (a) (1) Public Charity (See IRS Statement)

ARTICLE I

1.01 NAME: The name of this organization shall be “California Historical Radio Society, a Non-Profit Corporation.” The principal office and other places of business shall be designated from time to time by the Chair with the advice and consent of the Board of Directors. The current principal office is at 2152 Central Ave, Alameda, CA 94501.

1.02 OTHER OFFICES: The corporation may also have offices at such other places, within or without the State of California where it is qualified to do business, as its business may require, and as the Board of Directors may from time to time designate.

ARTICLE II

2.01 MEMBERS OF THE CORPORATION: There shall be a first class of members who constitute the Board of Directors of the corporation. All other members shall be Associate Members and have no voting rights.

2.02 NON-LIABILITY OF MEMBERS: No member of the corporation shall be personally liable for the debts, liabilities, or obligations of the corporation.

ARTICLE III

3.01 DIRECTORS: The authorized number of Directors shall not be less than seven (7) nor more than eleven (11) with the exact number of authorized Directors to be fixed by resolution of the Board.

3.02 TERM OF OFFICE: The Board shall elect Directors to serve a term of office of one year, two years, or three years as fixed by the Board for each Director. The terms shall be staggered such that terms of only a portion of the Directors expire in any year as fixed by resolution of the Board. A Director may be elected by the Board to serve for any number of additional terms. An in-office Director shall hold office until (a) a successor has been elected and duly qualified or (b) that Director’s earlier resignation or removal in accordance with these Bylaws.

3.03: SELECTIONS: Directors shall be selected by a majority of the Directors holding office at the time a vacancy occurs or if the number of Directors is increased as provided for under this Article III.

3.04 (a) POWERS: Subject to any restrictions or limitations imposed by law, by the Articles of Incorporation or by these Bylaws, the powers of the corporation are vested in the Board of Directors.

3.04 (b) DELEGATION OF POWERS: The Board of Directors may delegate the performance of duties and exercise of powers to Officers and agents of the corporation from time to time as it shall by resolution determine.

3.04 (c) MANAGING PROPERTY FOR INCOME: The Board of Directors may, by resolution, delegate in whole or in part the matter of controlling, managing, investing and disposing of the property of the corporation for the purpose of earning an income therefrom to one or more trust companies or banks duly authorized to conduct a trust or banking business in the State of California.

3.05 (a) VACANCIES: Vacancies in the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of Directors authorized is increased, and (3) on failure of the Board to appoint the full number of Directors authorized.

3.05 (b) REMOVAL: A Director may be removed from office at any time, with or without cause, by approval of a majority of Directors then in office. No reduction in the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires unless the reduction also provides for the removal of that specified Director in accord with these Bylaws and applicable law.

3.05 (c) FILLING VACANCIES: Vacancies caused by the death, resignation, or removal of a Director or Directors shall be filled by a majority of the remaining Directors, though less than a quorum, as hereinafter defined, or by the sole remaining Director. Vacancies created by an increase in the number of Directors authorized shall be filled as provided under this Article III.

3.05 (d) TERM OF OFFICE: A person appointed to fill a vacancy in the Board of Directors shall hold office for the unexpired term of their predecessor, or for the term of their own appointment, subject to their earlier death, resignation or removal, as provided by this Article III.

3.06 COMPENSATION: No member of the Board of Directors shall receive any compensation for serving as a Director.

3.07 (a) MEETINGS: Meetings of the Board of Directors shall be held at the principal office of the corporation or at such place or places designated by resolution of the Board of Directors. In the absence of such designation, meetings shall be held at the principal office of the corporation, provided that any such meeting held elsewhere shall be valid if held on the written consent of all Directors, given either before or after the meeting and filed with the Secretary of the corporation. It is preferred meetings be attended in person.

3.07 (b) REGULAR MEETINGS: Regular meetings of the Board of Directors shall be held at least four (4) times per year and with reasonable notice to all Directors.

3.07 (c) SPECIAL MEETINGS: Special meetings of the Board may be called by the Chair, or if the Chair is absent or is unable or refuses to act, by any two Directors, and such meetings shall be held at the place designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation. Special meetings require at least a 48-hour notice to all Directors.

3.07 (d) TELEPHONE AND ELECTRONIC MEETINGS: Any meeting of the Board of Directors may be held by conference telephone, video conference, or similar communication equipment, as long as all Directors participating in the meeting can hear one another and, in the case of video conferences, have some form of access to all materials screen-shared or otherwise presented at such conferences. All such Directors shall be deemed to be present in person at such a meeting.

3.07 (e) NOTICE: The Secretary of the corporation or other person designated by the Chair shall provide written or printed notice of the time and place of meetings of the Board to each Director personally, electronically or by United States mail, at least seven days prior to the date of the meeting.

3.07 (f) QUORUM: A majority of the total number of Directors then in office shall constitute a quorum. The Board shall not transact any business at any meeting at which a quorum is not present, except that the Directors at a duly held meeting at which a quorum is initially present may continue to transact business, despite the departure of one or more Directors, if any action taken or decision made is subsequently approved by at least a majority of the required quorum for that meeting.

3.07 (g) MAJORITY ACTION AS BOARD ACTION: Every act or decision done or made by a majority of the Board of Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the law, the Articles of Incorporation or these Bylaws require a greater number.

3.07 (h) VALIDATION OF MEETING DEFECTIVELY CALLED OR NOTICED: The transactions of any meeting of the Board, however called and notice of wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum of the Board is present at the meeting and provided that either before or after the meeting each of the Directors not present signs a waiver of notice, or consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

3.07 (i) CONDUCT OF MEETINGS: All meetings of the Board of Directors shall be governed by ROBERTS’ RULES OF ORDER, as such Rules may be revised from time to time, insofar as such rules are not in-consistent or in conflict with these Bylaws, with the Articles of Incorporation or with the law.

3.07 (j) Board meetings shall be presided over by the Chair or, in the Chair’s absence, by another Director chosen by a majority of the Directors present. The Secretary of the corporation shall act as Secretary of the Board of Directors. In case the Secretary is absent from any such meeting, the presiding Director may appoint any person to act as secretary for the meeting.

3.07 (k) ADJOURNMENT: A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of adjournment to another time or place need not be given unless the original meeting is adjourned for more than twenty-four (24) hours, in which case notice shall be given, before the time of the adjourned meeting, to the Directors who were not present at the time of the adjournment.

3.08 ACTION WITHOUT A MEETING: Any action required or permitted to be taken by the Board of Directors under the Articles of Incorporation or these Bylaws or applicable law may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent shall have the same force and effect as the unanimous vote of such Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the Directors to act and such statement shall be prima facie evidence of such authority.

ARTICLE IV

OFFICERS

4.01 NUMBER AND TITLES: The Officers of this corporation shall be a Chair, a Secretary, a Treasurer, an Executive Director, and other Officers as the Board of Directors may appoint. One person may hold two or more offices, except that the Chair and Secretary shall not hold a second office, nor shall the Secretary or Treasurer simultaneously serve as Executive Director.

4.02 ELECTION AND TERM OF OFFICE: The Officers of the corporation shall be selected by the Board at any time and shall serve at the pleasure of the Board, subject to the rights, if any, of any Officer under any contract of employment.

4.03 REMOVAL AND RESIGNATION: Any Officer may be removed from their role as an Officer either with or without cause, by a majority of the Directors then in office. Any Officer may resign at any time by giving written notice to the Board of Directors or to the Chair or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of the resignation by the Board shall not be necessary to make it effective. If the Officer is also a Director, then removal or resignation of the Officer shall have no effect on their continuing to serve as a Director.

4.04 VACANCIES: A vacancy in any office for any reason shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

4.05 DUTIES OF THE CHAIR: The Chair, if present, shall preside at all meetings of the Board and shall exercise and perform such other powers and duties as the Board or these Bylaws may prescribe. Subject to the oversight of the Board, the Chair shall supervise and control all of the business and affairs of the corporation. The Chair shall perform all duties incident to the office, and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors.

4.06 DUTIES OF THE SECRETARY: The Secretary shall:

(a) Certify and keep at the principal office of the corporation the original or a copy of these Bylaws as amended or otherwise altered to date.

(b) Keep at the principal office of the corporation or at such other place as the Board of Directors may order, a book of the “minutes of all Meetings” of the Directors, recording therein the time and place of holding, whether regular or special, how authorized, the notice given, the names of those present and the proceedings thereof.

(d) Be custodian of the records and of the seal, if any, of the corporation and see that the seal is affixed to all duly executed documents, if required by law or by the Articles of Incorporation or these Bylaws.

(e) Exhibit at all reasonable times to any Director, or to their agent or attorney, or to any person or agency authorized by law to examine them on request, the Bylaws, the membership records, the minutes of any proceedings of the Board of Directors and the other records of the corporation.

(f) In general, perform all duties incident to the office of Secretary and other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors.

4.07 DUTIES OF THE TREASURER: The Treasurer shall, subject to the provisions of Article VI of these Bylaws:

(a) Have charge and custody of, and be responsible for, all funds and securities of the corporation and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

(b) Receive or cause to be received and give receipt for monies due and payable to the corporation from any source whatever.

(d) Keep and maintain adequate and correct accounts of the corporation’s properties and transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

(e) Exhibit or cause to be exhibited at all reasonable times the books of account and financial records to any Director or to their agent or attorney, or to any person or agency entitled by law to examine the same, on request therefore.

(f) Render to the Chair and to any Director, whenever he or they request it, an account of any or all relevant transactions as Treasurer and of the financial condition of the corporation.

(g) If required by the Board of Directors, give a bond for the faithful discharge of their duties in such surety or sureties as the Board of Directors shall determine.

4.08 EXECUTIVE DIRECTOR
The Executive Director shall be responsible for the day-to-day management of activities and affairs of the corporation. The Executive Director shall have such other powers and duties as the Board or these Bylaws may prescribe. Unless otherwise directed by the Board or relevant Board Committee, or unless the Board determines to meet in an executive session, the Executive Director may attend all Board and Board Committee meetings.

4.09 COMPENSATION OF OFFICERS
The compensation of Officers shall be as established from time to time by resolution of the Board of Directors, but no Officer who is also a Director shall receive compensation for serving as an Officer.

ARTICLE V

5.01 BOARD COMMITTEES
The Board may, by resolution of a majority of Directors then in office, provided that a quorum is present, create, and appoint members to, one (1) or more committees (“Board Committees”), each consisting of two (2) or more Directors, to serve at the pleasure of the Board. Only Directors and Officers may serve on any Board Committee. The Board may appoint one (1) or more Directors as alternate members of any such Board Committee, who may replace any absent Board Committee member at any meeting of the Board Committee. Any Board Committee, to the extent provided in the Board resolution creating such Board Committee, shall have limited authority of the Board as delegated and authorized by the Board. The Board may, at any time by vote of a majority of Directors then in office, revoke or modify any or all of the authority so delegated to a Board Committee.

5.02 ACTION OF BOARD COMMITTEES
Except as may otherwise be determined by the Board or as the situation may require, meetings and actions of Board Committees shall be governed by, held, and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors and other Board actions. Each Board Committee shall keep minutes of each meeting, which shall be kept and filed with the corporate records.

5.03 ADVISORY COMMITTEES
The Board may create and appoint individuals to one (1) or more advisory committees (“Advisory Committees”), each consisting of two (2) or more Directors, non-Directors, or a combination of Directors and non-Directors. Advisory Committees shall be restricted to making recommendations to the Board or Board Committees and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee. The Board may, at any time, revoke or modify any or all of the responsibilities assigned to an Advisory Committee.

ARTICLE VI

6.01 EXECUTION OF INSTRUMENTS: The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the corporation to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable financially for any purpose or in any amount.

6.02 CHECKS AND NOTES: Except as otherwise specifically determined by resolution of the Board of Directors, as provided in Section 6.01, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of the corporation shall be signed by the Treasurer, or other agent, Officer, or Director authorized by resolution of the Board of Directors.

6.03 DEPOSITS: All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE VII

7.01 CORPORATE SEAL: The Board of Directors may adopt, use and at will alter a corporate seal, embodying a logo or otherwise, and noting the date of incorporation of February 28, 1975. The seal, if adopted, shall be affixed to all corporate instruments, but failure to affix it shall not affect the validity of any such instrument. The seal, if adopted, shall display thereon an emblem and wording to be selected and approved by the Board of Directors.

ARTICLE VIII

8.01 FISCAL YEAR The fiscal year of the corporation shall be the calendar year.

ARTICLE IX

9.01 EFFECTIVE DATE OF BYLAWS: These Bylaws shall become effective immediately upon their adoption. Amendments to these Bylaws shall become effective immediately on adoption or at such later time as specified in the amendment.

9.02 AMENDMENT OF BYLAWS: Subject to the limitations contained in the Articles of Incorporation and to any provisions of law applicable to the amendment of Bylaws of non-profit corporations, these Bylaws may be altered, amended or repealed and new Bylaws adopted by vote or written consent of a majority of the Directors then in office.

9.03 CERTIFICATION AND INSPECTION: The original or a copy of these Bylaws as amended to date, and as certified by the Secretary of the corporation shall be recorded and kept in a book which shall be kept in the principal office of the corporation and such book shall be open to inspection by the members at all reasonable times during office hours.

ARTICLE X

10.01 CONSTRUCTION: As used in these Bylaws:

(a) The present tense includes the past and the future tenses, and the future tense includes the present.

(b) The masculine gender includes the feminine and neuter.

(d) The word “shall” is mandatory and the word “may” is permissive.

(e) The words “Directors” and “Board” as used in relation to any power or duty requiring collective action mean the “Board of Directors.”

ARTICLE XI

11.01 ASSESSMENT: Dues, fees and subscriptions payable by members of the corporation shall be determined by resolution of the Board of Directors.

ARTICLE XII

12.01 SPECIFIC PURPOSES: The specific purposes of the corporation shall be: To foster the preserving, collecting, restoring, and display of Early Radio, and publication of information concerning it, and Broadcast Radios and Communications Receivers, Broadcasting and Radio Communications, Wireless Telegraphy, Test Equipment, Radio Components and Devices, and the like, and consequent technologies, with emphasis on the historical significance of Radio as a scientific art, a medium of mass and specialized communications, and as a social phenomenon, and to carry out these purposes by collecting, preserving, restoring and interpreting the artifacts and history of Radio both in kind and through secondary sources such as literature, video and audio tapes, recordings, photography, multi-media and internet presentations, to display these artifacts and to cooperate with educational institutions including public museums, and to publish texts, books, and periodicals. One of the primary purposes of this corporation is amateur radio operation consistent with Federal Communications Commission regulations Part 97, and the interpretation of the history of amateur radio development and operation in the Western United States since 1899. In this connection, the corporation may seek and hold a “club station license grant” pursuant to Federal Communications Commission regulations Section 97.5(b)(2). The Chair, or designee among the Officers and Directors of the corporation, may appoint in writing a member of the corporation to serve as the club station license trustee, if that member is an FCC-licensed amateur radio operator of Technician Class or higher. Any officer on behalf of the corporation may designate on the FCC club station license application the appointed licensed amateur radio operator as the club station license trustee.

AS AMENDED BY THE AMENDMENTS TO THE BY LAWS OF THE CALIFORNIA HISTORICAL RADIO SOCIETY ADOPTED UNANIMOUSLY AT THE MEMBERSHIP AND DIRECTORS MEETING AT LOS ALTOS HILLS, CALIFORNIA, OF NOVEMBER, 1998 AND BY AN AMENDMENT BY SEC. 3.09 BY UNANIMOUS CONSENT IN JANUARY, 2026

Bartholomew Lee, Counsel Emeritus, K6VK, xKV6LEE, WPE2DLT

“No Offense” — Disclaimer of prejudice

The California Historical Radio Society may on occasion publish historical quotations containing language today heard as offensive, or present archives raising such issues. The California Historical Radio Society does not share, endorse or condone such offensive language. On the contrary, we hope that accurate portrayals of historical realities will further our understandings of the challenges of today.