About Us

A. Definition. These By-Laws constitute the Code of Rules adopted by INTERNATIONAL L3HARRIS WIRELESS USER GROUP, INC., for the regulation and management of its affairs INTERNATIONAL L3HARRIS WIRELESS USER GROUP, INC., is sometimes herein referred to as the “Corporation”.

B. Purpose. This Corporation shall have the purposes or powers as stated in the Articles of Incorporation and such other powers as are now or may be granted hereafter by law. The purposes for which the Corporation is formed are those set forth in its Articles of Incorporation, as from time to time amended.

C. Offices. The principal place of business of this Corporation and its initial registered office shall be at 4450 U.S. Highway 1, Vero Beach, Florida 32967 In addition, the Corporation may maintain other offices as its business requires. The Board of Directors may from time to time change the address of its registered office by duly adopted Resolution and filing the appropriate statement with the Department of State of the State of Florida.

Membership in the Corporation shall be available to a sold/contracted L3HARRIS Wireless System owner/operator as hereafter set forth. Membership shall be divided into two (2) classes, active and associate, with the qualifications for said membership as set forth hereafter:

A. Active. Active Member shall be administrative, technical and supervisory personnel of a governmental, Public Utility or not-for-profit organizations with responsibilities for planning, organizing, staffing, directing and controlling functions required in the design, construction, installation, maintenance, command and/or operation of systems who are full-time employed and salaried by the owning agency of a sold/contracted L3HARRIS wireless system or any person in direct employment of any non-business agency which leases or uses operational services on a sold/contracted HARRIS Wireless system. All active members shall have full voting rights by virtue of conference registration.

B. Associate. Associate Member Shall be one of the following classes: L3HARRIS Channel Partner, L3HARRIS NSP or a HARRIS approved Vendor. An associate member shall NOT have voting rights, nor shall they be able to hold the offices of President, President-Elect or Vice President.

C. Board Invited Guest. Board Invited Guest shall be a former active member or past board member whom has significantly contributed to the organization. Nominations must be brought forward by an existing board member and voted on by the majority of the board. Each board member reserves the right to nominate up to two Board Invited Guests. Board Invited Guest shall have no voting rights and is allowed to bring significant other to attend conference. Conference registration fees for Board Invited Guest and significant other will be extended. No other fees and/or travel expenses will be extended.

A. Management. The management of the Corporation is herein vested in the Board of Directors, which shall have full power and authority with respect to the affairs and operation of the Corporation except as may otherwise be provided in these by-laws, or as determined by a majority vote the membership of the Corporation. To assist the Board of Directors Harris shall provide a Vendor Liaison.

B. Number. The number of members of the Board of Directors shall be ten (10) to be comprised of the following individuals and classes: President of the Corporation; President Elect of the Corporation; Vice President of the Corporation; Secretary of the Corporation; Treasurer of the Corporation; 4 Directors; and the immediate past President of the Corporation.

C. Method of Selection. The Board of Directors shall be selected and elected by a majority vote of the active members in attendance at the annual meeting.

D. Progression. The progression for the office of President, President -Elect, Vice President and Past President is one year and is an automatic progression. The term of office for each of the 4 Directors is four years, with one of these seats renewal each year. The term of office for Treasurer and Secretary are indefinite, they will be filled upon vacancy of the office. The Board of Directors members shall serve until their successors in office are duly qualified and elected.

E. Vacancies. In the event of any vacancy of the Board of Directors, said vacancy shall be filled by appointment by a majority of the remaining members of the Board of Directors and shall serve until the next election.

F. Powers. The Board of Directors shall have full power and authority over the management of the present Corporation.

G. Meetings. The annual meeting of the Board of Directors shall be held prior to the annual meeting of the Corporation. Other meetings of the Board of Directors shall be called either by the President of the Corporation or at the request of any 2 members of the Board of Directors. A quorum for the conducting of business at any meeting of the Board of Directors shall consist of those members present at such meeting.

H. Notices. Notices shall be as provided in Article IV, paragraph C, hereafter.

A. Annual Meeting. The annual meeting of the Corporation shall be held in September of each calendar year at a time and place to be designated by the Board of Directors.

B. Special Meetings.. Special meetings of the Corporation may be called by either of the following:
1) The President of the Corporation
2) Upon the request of any 2 members of the Board of Directors

C. Notices. Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered not less than seven (7) nor more than thirty (30) days before the date of the meeting, either personally, by registered or certified first class mail, by facsimile or by e-mail by or at the direction of the President or the Board of Directors. Said notice shall be given to each member entitled to vote at such meeting. If mailed, the notice will be deemed delivered when deposited in the United States Mail, addressed to the member at his or her address as it appears on the records of the Corporation, with postage prepaid.

D. Quorum of Members. A quorum shall consist of those Active Members present at any meeting of the Corporation. Each Active Member shall have one (1) vote.

E. General. All meetings shall be conducted in accordance with Roberts Rules of Order and a financial statement shall be provided to the membership not less frequently than at the annual meeting of the Corporation.

The officers of the Corporation, who shall be elected at the Annual Meeting, shall consist of the Vice President and one (1) Director. Each of which shall have the following functions:

A. President. The President shall serve as the Executive officer of the Corporation and meetings of the members and shall be responsible for making all committee appointments and delegating assignments to officers and members of the Corporation.

B. President Elect. The President Elect shall act in the place of the President in his or her absence.

C. Vice President. The Vice President shall act in the place of the: President Elect in his or her absence.

D. Secretary. The Secretary of the Corporation shall record all minutes of the Board of Directors and membership meetings and shall be responsible for providing all notices of meetings and communicating minutes to the membership. The Secretary maintains a list of all active and associate members of the Corporation.

E. Treasurer. The Treasurer shall be responsible for collection of funds, making payments for expenses incurred and providing the Board of Directors and membership with an accounting on a periodic, but not less frequently, than on an annual basis.

F. Directors. An International Director who reside outside of the United States of America, a Public Utility Director who represents the Public Utility Industry, At-Large Director, and a Southeast Director.

G. Past- President. Immediate Past President.

The Corporation shall have such committees as may be established from time to time by the Board of Directors of the Corporation. All members of each committee together with the chairpersons of said committee shall be appointed by the President of the Corporation.

The Corporation shall indemnify any and all persons who may serve or who may have served at any time as Board of Directors Members or Officers of the Corporation and their respective heirs, administrators, successors, and assigns against any and all expenses including amounts paid upon judgments, attorney fees and amounts paid in settlement incurred by such persons in connection with the defense or settlement of any claim, action, suit, or proceeding in which they or any of them are made parties or a party or which may be asserted against them or any of them by reason of being or having been Board of Directors Member or Officer acted in good faith and in a manner he or she reasonably believes to be in and not opposed to the best interests of the Corporation. Such indemnification shall be in addition to any of the rights to which those indemnified may be entitled under any law, by-law, agreement, vote of members or otherwise.

The power to alter, amend or repeal the Articles of Incorporation of the Corporation and the By-Laws is vested in the Board of Directors. Such action must be taken at a meeting for which notice of the intended change has been provided in Article IV, paragraph C or pursuant to waivers of notice by a majority of the Board of Directors present.

These By-Laws were amended by the Board of Directors by Resolution on November 1, 2011.