As amended November 18, 2004

Article I. Offices

The principal office of the corporation in the State of New Mexico shall be located in the City of Albuquerque, County of Bernalillo.

The corporation shall have and continuously maintain in the State of New Mexico a registered office, and a registered agent whose office is identical with such registered office, as required by the New Mexico Statutes governing Nonprofit Corporations.

Article II. Members

Section 1. Classes of Members. The corporation shall have five classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:

FULL -- Licensed radio amateurs in good standing entitled to all the rights and privileges of membership including the right to cast one vote on any motion brought to the membership at any meeting of said membership.

SENIOR -- FULL MEMBERS who reach the age of 70 are reclassified to SENIOR MEMBER and will continue to be entitled to all the rights and privileges of a FULL MEMBER.

ASSOCIATE -- Licensed radio amateurs in good standing interested in supporting the state of the art of radio communications but without the right to vote on motions before the membership or to hold office.

FAMILY -- Members of the immediate family of a Full, Senior or Life Member, with the same permanent mailing address, who are licensed radio amateurs in good standing and who meet one or more of the following conditions at the time of application for membership or renewal are entitled to the rights and privileges of membership but without the right to vote on motions before the membership or to hold office:

(a) Spouse, (b) Under the age of eighteen, (c) Under the age of twenty-five and a full-time student, or (d) Any age, if disabled or otherwise financially dependent upon and resident with the Full or Life Member.

LIFE -- Conferred honorarily upon any Full Member after nomination by the Board of Directors and a two-thirds affirmative vote of the membership present at the annual meeting of the membership. Life Members shall have all the rights and privileges of a Full Member including the right of franchise but are not required to pay dues.

Section 2. Voting Rights. Each Full, Senior or Life Member shall be entitled to one vote on each matter submitted to a vote.

Section 3. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause.

Section 4. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges accrued and unpaid.

Section 5. Transfer of Membership. Membership in this corporation is not transferable or assignable.

Article III. Dues

Section 1. Annual Dues. The Board of Directors may determine from time to time the amount of the initiation fee, if any, and the annual dues payable to the corporation by the members of each class.

Section 2. Payment of Dues. All members, except Life Members, shall pay dues and dues shall be payable on or before the last day of the members anniversary month. The anniversary month for each member being the month of acceptance into membership by the Board of Directors.

Section 3. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of two months following his anniversary month, his membership shall be terminated unless the Board of Directors determines otherwise.

Article IV. Meeting of the Members

Section 1. Annual Meeting. An annual meeting of the members shall be held on the second Tuesday in the month of October in each year for the purpose of electing Directors for a three year term and for the transaction of such other business as may come before the meeting.

Section 2. Quarterly and Special Meetings. Quarterly meeting of the members shall be held on the second Tuesday in the months of January, April and July in each year for the transaction of such business as may come before the meeting. Special meetings of the members may be called by the President or the Board of Directors or by petition to the Board of Directors signed by 10% of the members entitled to vote.

Section 3. Place of Meeting. The Board of Directors may designate such place, in the State of New Mexico, as the place of meeting for any annual, quarterly or special meeting called by the Board of Directors.

Section 4. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than 10 nor more than 30 days before the day of such meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which such meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5. Quorum. The members present at an annual, quarterly or special meeting of the membership shall constitute a quorum at such meeting.

Section 6. Proxies. All votes cast at any meeting must be cast in person, and no proxy will be recognized as valid.

Section 7. Order of Business. Business shall be conducted according to Robert’s Rules of Order as amended.

Article V. Board of Directors

Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors. Directors need not be residents of the State of New Mexico , but must be Full, Senior or Life Members of the corporation in good standing.

Section 2. Number, Tenure, and Qualification. The number of Directors shall be ten and shall include a voting trustee. No member shall serve more than two consecutive three year terms as an elected director. Each director shall hold office until the term of the office to which he has been elected expires and until his successor shall have been elected and qualified.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held approximately quarterly at a time and place provided in the notice of such meeting.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President or any two Directors.

Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least five days previous either delivered personally or sent by mail to each director.

Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 7. Order of Business. Business shall be conducted according to Robert’s Rules of Order as amended.

Section 8. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

Section 9. Vacancies.Any vacancy occurring in the Board of Directors or any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. In the event the unexpired term shall be less than one year, the director elected to fill this vacancy shall be entitled to be elected to two additional terms as director.

Section 10. Compensation. Directors as such shall not receive any remuneration or payment for their services.

Section 11. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

Article VI. Officers

Section 1. Officers. The officers of the corporation, all of whom shall have been elected by the membership as Directors, shall be a President, one or more Vice-Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary or President and Treasurer.

Section 2. Election and Term of Office. The officers of the corporation shall be elected at the annual meeting of the Board of Directors and shall serve for two fiscalyears. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. No member shall serve more than two consecutive terms as an officer in any one office.

Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby. Such removal shall be without prejudice to the rights, if any, of the officer so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Directors. He may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation. In general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or in the event there is more than one Vice-President, the Vice-Presidents in the order of their selection) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 7. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors, see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors.

Section 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or by the Board of Directors.

Article VII. Committees

Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.

Section 2. Other Committees. Committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present. Except as otherwise provided in such resolution, the President of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.

Section 3. Term of Office. Each member of a committee shall continue as such until his successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

Article VIII. Contracts, Checks, Deposits, and Funds

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, 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.

Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer.

Section 3. 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.

Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

Article IX. Records

The corporation shall keep correct and complete records of account and property and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep, at the registered or principal office, a record giving the names and addresses of the members, specifying those entitled to vote. The records of the corporation may be inspected by any Full, Senior or Life member for any proper purpose at any reasonable time.

Article X. Fiscal Year

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

Article XI. Amendments to Bylaws

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Board of Directors present at any regular or special meeting of the Board.

Article XII. Gender

Wherever the words “he”, “him”, or “his” appear in these bylaws it is understood to refer to either the male or female gender on any equal basis.

Article XIII. Indemnification of Directors, Officers and Agents

Every person who is a Director, Officer, or Agent of this Corporation or who formerly served in such capacity shall be indemnified by the Corporation against any and all reasonable expenses, costs, and attorney’s fees reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, whether brought by or in the right of the Corporation or otherwise, or in connection with any appeal related thereto, in which he or she is made a party by reason of being or having been a Director, Officer, or Agent and against any amounts paid to satisfy a judgment or to compromise or settle a claim. The person shall not be indemnified if he or she shall be adjudged to be liable on the basis that he or she failed to act in good faith in a manner he or she believed to be in, or not opposed to, the best interests of the Corporation and with such care as an ordinarily prudent person would use under similar circumstances in a like position, and if such conduct constituted willful misconduct or recklessness.

Advance indemnification shall be allowed of a Director, Officer or Agent for reasonable expenses to be incurred in connection with the defense of the action, suit, or proceeding, provided that the person indemnified executes an undertaking to reimburse the Corporation for such amount if it shall ultimately be determined that he or she was not entitled to indemnification.

The rights of indemnification provided in this Article shall be in addition to any other rights to which any Director, Officer, or Agent may otherwise be entitled by contract or as a matter of law; and in the event of such person’s death, such rights shall extend to his or her heirs or legal representatives. The provisions of this Article are separable, and if any part should be held invalid, the remaining provisions shall be Fully enforceable, it being the intent of the foregoing that the Corporation indemnify each of its Directors, Officers, and Agents to the maximum extent permitted by law.

_______(Original signed)_______
James H. Gary, Vice President

_______(Original signed)_______
Donald J. Grab, Secretary