SBE CHAPTER 48 ARTICLES OF INCORPORATION

We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation pursuant to the Colorado Nonprofit Articles of Incorporation for such corporation.

FIRST: The name of the corporation is Society of Broadcast Engineers, Inc., Denver, Colorado, Chapter 48.

SECOND: The period of duration is perpetual.

THIRD: The Corporation is organized for the following purposes:

1. The diffusion and increase of knowledge about broadcast engineering, and the promotion and advancement of this profession and it; companion fields for both theoretical and practical applications necessary to advance the art.
2. The establishment of professional education, training and competence for persons engaged in the profession of broadcast engineering and its allied fields, and to afford professional recognition to its practitioners signifying the achievement of these standards.
3. The stimulation of interest in broadcast engineering and it’s allied fields to sustain the profession, encouragement of the interplay and intercourse of ideas to advance the art, and the promotion and maintenance of the highest professional standards among it’s members to allow them to conduct their professional actions in the scale of exemplary ethical standards.
4. The creation of working alliances and meetings of minds with all elements of the broadcast and communications industry, including the FCC and the ultimate recipient of that which we practice: the viewers and listeners.
5. To these ends, it shall be the purpose of the society to hold meetings for the reading and discussion of professional papers, publications, communications, or such other professional activities as shell properly fulfill the objectives of the Society and advance the art of broadcast engineering.

FOURTH: The Corporation is to have members as provided in the Bylaws.

FIFTH: The selection of the Board of Directors, the regulation of internal affairs of the corporation voting provisions, and the amendment of these Articles of Incorporation shall be as provided for by the Bylaws.

SIXTH: No part of the income of the corporation shall inure to the benefit of, or be distributable to. Its directors, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments or distributions in further of the purpose and objects set forth in the THIRD Article hereof. No substantial part of the activities of the corporation shall be caring on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate in or interview in any political campaign on behalf of any candidate for public office.

SEVENTH: The private property of the incorporators, directors, and officers shall not be subject to the payment of corporate debts to any extent whatsoever.

EITHTH: Notwithstanding any other provision of these Articles, the Corporation and its officers, directors, and employees shall not be empowered to enact bylaws or conduct activities except as outlined in the Chapter Manual of the Society of Broadcast Engineers, Inc., a District of Colombia corporation, or which create any principal-agent relationship with the national Society of Broadcast Engineers, Inc.

EIGHTH; Notwithstanding any other provision of these Articles, the Corporation shall not conduct any activities not permitted to be conducted by a tax-exempt organization as defined by the Internal Revenue Code.

NINTH; The initial registered agent and office of the corporation shall be:

Fred Baumgartner
257 Meadow Station Road
Parker, Colorado 80138

TENTH: The initial board of directors shall consist of 5 persons who shall serve until the first annual meeting. These people are:

Fred Baumgartner
Eric Schultz
Rome Chelsi
Andre Smith
Ronald E. Vincent, Sr.

ELEVENTH: The incorporators are:

Fred Baumgartner
Eric Schultz
Rome Chelsi
Andre Smith
Ronald E. Vincent, Sr.

ARTICLE I. NAME AND PURPOSES

Section 1. Name. The name of this organization shall be The Society of Broadcast Engineers, Inc. [State/City] Chapter, hereinafter called the chapter.

Section 2. Purposes. The Chapter is affiliated with a national non-profit professional society (the Society of Broadcast Engineers, Inc., a District of Colombia corporation, hereinafter the Society) designed to serve the professional needs of those persons engage in Broadcasting Engineering. Its purpose is to further the aims of the Society.

ARTICLE II. MEMBERSHIP

Section 1. Qualifications. Each member of this Chapter shall be a member of the Society in good standing.

Section 2. Term. Members are annual and terminate on April 1. New and renewal applications shall be filed with the secretary, and shall include the applicant’s name, Society number, mailing address, and employment affiliation.

ARTICLE III. OFFICERS AND DUTIES

d Section 1. The membership of the Chapter shall elect the officers, which shall consist of a Chairman, Vice Chairman, Secretary, and Treasurer.

Section 2 The terms of the all officers shall be one year, beginning November 1.

Section 3. The Chairman and Vice-Chairman should serve no more than three consecutive terms in the same office.

Section 4. No officer shall receive any compensation for services performed in his official capacity, but officers shall be reimbursed for reasonable expenses incurred in the performance of official duties.

Section 5. A vacancy in the office of Chairman shall be filled by the Vice-Chairman. The Chairman shall fill vacancies in the other by appointment until the start of the next term.

Section 6. The chairman shall preside at all meetings of the chapter, and shall perform all other duties normally associated with the office.

Section 7. The Vice Chairman shall perform all duties normally associated with the office, and shall assume the duties of the Chairman in the Chairman’s absence.

Section 8. The Secretary shall record the minutes of all meetings of the Chapter. The Secretary shall be responsible for the circulation of meeting notices, and shall send meeting reports and attendance records to the Society Executive Secretary, and shall keep any other Chapter records as may become necessary.

Section 9. The Treasurer shall be responsible for all records and books of account of the Chapter. All records shall be open to inspection by any member in good standing at reasonable times. The Treasurer shall generally supervise all accounts and monies of the Charter. The Treasurer shall furnish an annual financial report to the Society Treasurer and keep any other Chapter financial records as may become necessary.

Section 10. The Chapter shall maintain a checking account requiring that the checks be signed by any two of the four officers.

ARTICLE IV. COMMITTEES

Section 1. The Chairman shall newly appoint members of all standing committees within a month after taking office. The Chairman may also appoint temporary committees as necessary, but with tenure not to exceed the Chairman’s term of office.

Section 2. Standing committees shall consist of the following:

(a) Nominations Committee, which shall consist of at least three members in good standing.

(b) Elections Committee, which shall consist of three members.

ARTICLE V. ELECTIONS

Section 1. Annual elections shall be held at the October meeting. Any member in good standing may vote. Vote is by secret ballot.

Section 2 Ballots shall be mailed to each member at least thirty days prior to the election.

Section 3. Ballots may be cast at the election meeting or submitted absentee. Absentee ballots must be submitted at least 10 days prior to the election.

Section 4. At least ninety days prior to the election, the Nominations Committee shall prepare and disseminate to all members a slate of proposed officers. The Committee, when possible shall nominate at least two members for each office. Members of the Committee may not be candidates unless nominated at large from the floor.

Section 5. The Elections Committee shall supervise the election, tally the votes, and notify all candidates and the Secretary of the results. The Secretary shall notify the members of the results in the next monthly mailing. The Election Committee shall arbitrate any election dispute. Its decisions are final.

ARTICLE VI. CHAPTER MEETINGS

Section 1. The Chapter shall meet once a month, at a time and location determined by the chairman: advanced notice shall be given to all members.

Section 2 The general order of business at the meetings shall be as follows:

a) Opening
b) Report of the Secretary
c) Report of the Treasurer
d) Report of the Committees
e) Unfinished Business
f) New Business
g) Anything for the good of the Organization
h) Close

Section 3. Roberts Rule of Order, to establish procedure and ensure decorum, shall govern all meetings of the chapter.

Section 4. A Quorum shall consist of at least ten Percent of the registered membership of the Chapter, including one officer, or ten members and an officer, whichever is less.

ARTICLE VII. DISCIPLINE

Section 1. The Chapter reserves the right to discipline its members.

ARTICLE VIII. AMENDMENTS

Section 1. The Bylaws may be amended upon resolution proposed by the Chapter Officers or by a petition by not less than ten percent of the Chapter members. Copies of the proposed amendment shall be submitted to the Chapter membership by mail.

Section 2. Absentee ballots on the proposed amendments shall be returned to the Secretary within thirty days of the mailing.

Section 3. Discussion and voting on the proposed amendments shall take place at the next scheduled Monthly meeting.

Section 4. The amendment is adopted if

Affirmatively accepted by two-thirds of those voting. The amendment shall become effective 30 days after its adoption.

Section 5. The Secretary shall notify all members of newly-adopted amendments in the next monthly notice, and shall provide to each member a copy of the amended Bylaws as soon as is possible.

ARTICLE VII. DISSOLUTION

Section 1. Should it become necessary to dissolve the chapter, the assets shall be distributed by the Chapter in accordance with the guidelines prescribed by the Board of the Directors of the Society.