This web page documents the history of BCARS, Inc. and the BCARS, Inc. Club Club during the years 2001 through February 27, 2007, when the BCARS, Inc. board of directors destroyed the club and forced the officers and members to form a new club under the UUNAA.
Up until the fateful evening of February 27, 2007, I enjoyed the years I spent with the BCARS, Inc. and BCARS, Inc. Club. It is most unfortunate that, given a democratic organization with defined means for changing officers, bylaws etc., people must resort to illegal and attacking methods for personal gain rather than the legal means and diplomacy. I recognize the county funding is not petty cash. Family ties and concerns over maintaining control over where these funds are allocated and who gets the contracts for maintaining repeaters, etc., can result in irrational thinking, but this does not justify these actions. The worrisome thought is that during and immediately following one of the hurricane activation's, some apparently trivial event that occurred during the operations, caused tempers to flare. Some of the people involved were on the board of directors at that time, and could very easily have attempted to enact the same irresponsible actions that were carried out in February 2007.
The Brunswick County Amateur Radio Society, Inc., incorporated in 1985, is a North Carolina Nonprofit Corporation owning and operating repeaters and other equipment for the use of Amateur Radio Operators. In 1998, the Brunswick County Amateur Radio Society Club was formed by BCARS, Inc. to organize other functions desired by the Amateur Radio Operators wishing to be a part of an organization. The policy stipulated that full members and associate members of the club were also members of the corporation. The bylaws of the corporation also set forth that the board of directors of the corporation would be elected by the members at an annual meeting of the corporation. The last member to join the board, KI4KK, had been elected at a special meeting of the club and later was elected President of the Club.
In November 2006, with elections for club officers coming up in January, it had been almost two years since the last board meeting and 4 years since the last election for any member of the board of directors. The Chairman of the Board had neglected to apply for funding from the County in 2006 and was not attending club meetings. The only contact between the corporation and the club was through the President as none of the other board members or corporation officers were attending club meetings. The club members were asking some good questions like who were the board members and what was the actual relationship between the corporation and club. Some persons, such as the corporate treasurer (different from the club treasurer), had indicated that they were members of the corporation but no longer wanted to be involved with the club. The Club President took on the task to answer these questions since he himself did not know the situation as it had been several years since the last meeting of the board and one board member had some health problems. There was little documented information made available as the corporation bylaws and articles of incorporation were apparently lost or misplaced.
The club president attempted to answer these questions. He first started by looking for the Articles of Incorporation. After contacting the North Carolina Secretary of State, he was able to get them scanned and they are now online. Brunswick County Amateur Radio Society, Inc. Articles of Incorporation.
He was also able to get a copy of the BCARS, Inc. 1998 Policy which established the club with a separate set of officers, bylaws and financial accounting for performing more "social" functions. It was clear from this policy that full members and associate members of the club were also members of the BCARS, Inc. which did not answer the question about why some people considered themselves members of the corporation but not members of the club. He still needed the corporate bylaws, which were missing.
In late January, 2007 KI4KK was able to obtain a copy of the BCARS, Inc. Bylaws. They did not provide any other definitions of membership in the corporation, however there was no requirement that officers or board members be members of the corporation so, yes, a person could be an officer of the corporation and not a member of the club. This, however, would not allow that person to have a 'vote' in any actions by the corporation, which seemed rather odd for corporate officers. This, plus other quirks like statements in the corporate bylaws about 'shares' and number of votes based on the number of 'shares' held by a member, seemed to point to a set of bylaws which could use a review, if not revision.
Taking the club bylaws, corporation bylaws, corporate policy of 1998, corporate articles of incorporation and looking at how other amateur radio corporations were setup (primarily the Mecklenburg Amateur Radio Society, Inc.), KI4KK created a proposed set of revised bylaws that would consolidate the club and corporation under one common set of operating rules, clarifying the questions that many members had been posing.
The proposed bylaws were placed on a quasi private web site (unannounced URL but not secure). The web site also had a link to the corporate articles of incorporation and a copy of the current club bylaws. A request was made for the board to review the bylaws and web site content; then hold a board meeting to discuss the proposal. After over a month with no response from the corporate Chairman of the Board or other board members, KI4KK went to the club officers and asked for their comments on the bylaws, and also comments on a web site he had setup for the club. Some other committee chairpersons were also asked to review their respective portions of the new web site.
The Chairman of the Board took this action for revising the bylaws as (in his words), "an attempt at a take over of the corporation by some ambitious members, completely eliminate Brunswick County Amateur Radio Society, Inc. and take over its assets." He called an emergency meeting of the board of directors for February 27, 2007.
The board of directors first order of business was to illegally "appoint" two new directors to the board, disregarding the legal process which would have been an election as defined in the corporate bylaws, by the members of the corporation who were defined in the 1998 policy as the full and associate club members who had paid their dues.
The second item of business was to remove KI4KK from the corporate board of directors, with disregard to the legal process for accomplishing removal of a director by the vote of the members (Corporate Bylaws Article 4, Section 5)
The final order of business for which KI4KK was in attendance (no longer having a voting right), was to "rescind" the 1998 policy and declare the club officers released. The full context of the action is February 27, 2007 action by the BCARS, Inc. board of directors. (a transcript made from a copy) BCARS, Inc. Elimination of the Club
Looking at the definition of "RESCIND, the board either considered themselves "Superior" to the "Club" members or believed that there was "misrepresentation, fraud, or illegal procedures" carried out by the club. Whichever, the actions came as a total shock to the officers and members of the club. Amateur radio should be a fun and enjoyable hobby and conflicts and political fights should not be required.