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
- 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.
- 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
- The stimulation of interest in broadcast
engineering and its 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 its members to allow them to
conduct their professional actions in the scale of
exemplary ethical standards.
- 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
- 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:
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:
Ronald E. Vincent, Sr.
ELEVENTH: The incorporators are:
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 applicants name,
Society number, mailing address, and employment affiliation.
ARTICLE III. OFFICERS AND DUTIES
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
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
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 Chairmans 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 Chairmans term
Section 2. Standing committees shall consist of
(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:
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
Section 3. Roberts Rule of Order, to establish
procedure and ensure decorum, shall govern all meetings of the
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
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
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
Section 4. The amendment is adopted if
Affirmatively accepted by two-thirds of those
voting. The amendment shall become effective 30 days after its
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.