NFCC Bylaws

 

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       B1 : BL980114
       B2 :                    Bylaws of the National
       B3 :            Frequency Coordinators' Council, Inc.
       B4 :                       January 14, 1998
       B5 :
       B6 : Article I. Name
       B7 :
       B8 : The name of the corporation is National Frequency
       B9 : Coordinators' Council, Inc., (NFCC), a corporation pursuant
      B10 : to the District of Columbia Non-profit Corporation Act.
      B11 :
      B12 : Article II. Purposes
      B13 :
      B14 : The purpose for which the corporation is organized is to
      B15 : establish recognition of Amateur Radio frequency
      B16 : coordination by the Federal Communications Commission, the
      B17 : American Radio Relay League, and all Amateur Radio
      B18 : licensees. This goal is to be fulfilled by the Corporation
      B19 : by the following activities:
      B20 :
      B21 : (1) To facilitate the exchange of information and general
      B22 : cooperation between members, the Federal Communications
      B23 : Commission (FCC), the American Radio Relay League, Inc.
      B24 : (ARRL), and any other legislative or regulatory arm of the
      B25 : Federal government pertaining to the Amateur Radio Service,
      B26 : and specifically the coordinated use of repeaters and other
      B27 : relay devices and systems, and amateur stations using shared
      B28 : bands utilized by fixed-station repeater and relay devices
      B29 : and systems. Such information would include such things as
      B30 : lists of frequency coordinators; proposed and current
      B31 : policies, procedures and regulations pertaining to
      B32 : coordinator certification, decertification, and succession
      B33 : of coordinators; proposed and current federal policies
      B34 : affecting Amateur Radio systems operations; pending and
      B35 : current FCC submissions and determinations, including
      B36 : Petitions for Rule Making, Notices of Proposed Rule Making,
      B37 : and Report and Order releases affecting Amateur Radio
      B38 : repeater and relay systems and the cooperative coordination
      B39 : of the same for interference avoidance.
      B40 :
      B41 : (2) To operate as, or to facilitate, a
      B42 : Single-Point-Of-Contact (SPOC) between the FCC and the
      B43 : Amateur Radio frequency coordinating community.
      B44 :
      B45 : (3) To promote responsible coordination of the use of
      B46 : Amateur Radio operations in FCC-authorized HF, VHF, UHF, and
      B47 : SHF frequency sub-bands and promulgate proper policies for
      B48 : cooperation and interference avoidance among and between
      B49 : users.
      B50 :
      B51 : (4) To facilitate arbitration of disputes involving Amateur
      B52 : Radio frequency coordination. This will be accomplished by
      B53 : encouraging local resolution of disputes as well as
      B54 : appointment of arbitrators to conduct binding arbitration in
      B55 : accordance with the American Board of Arbitration
      B56 : procedures; the costs of such to be borne by the parties to
      B57 : the arbitration.
      B58 :
      B59 : (5) The corporation will define a frequency coordinator in
      B60 : such a way as to address issues of succession, recognition,
      B61 : certification and geographic exclusivity within the bands
      B62 : coordinated, so as to have a recognized coordinator within
      B63 : each geographic area responsible for usage of the allocated
      B64 : spectrum.This may include separate coordinators for the
      B65 : various emission types authorized within the area. The
      B66 : corporation will establish standards for performing the
      B67 : coordination task. It will, using those standards, certify
      B68 : and decertify coordinators to assure continuity and
      B69 : capability in the performance of the duties of the
      B70 : coordinators.
      B71 :
      B72 :  Article III. Membership
      B73 :
      B74 : Section 1. Qualifications.
      B75 :
      B76 : Any recognized state coordination councils, state
      B77 : organizations, regional coordination councils, or individual
      B78 : state-wide or regional coordinators currently coordinating
      B79 : use of Amateur Radio frequencies above 29 MHz and listed in
      B80 : the 1995/1996 ARRL Repeater Directory are qualified to be
      B81 : charter members of the NFCC. In addition, digital
      B82 : coordinating entities who perform coordination of auxiliary,
      B83 : repeater or simplex Amateur Radio frequencies above 29 MHz,
      B84 : and who are listed in the 1995/1996 ARRL Repeater Directory,
      B85 : are qualified to be charter NFCC members. Any other
      B86 : frequency coordination entity that is mutually recognized by
      B87 : neighboring NFCC members and follows approved NFCC
      B88 : guidelines and policies for coordination procedures and
      B89 : coordinator succession shall be qualified for membership in
      B90 : the NFCC after it has been established.
      B91 :
      B92 : Section 2. Membership Approval.
      B93 :
      B94 : Charter membership approval shall be considered to be
      B95 : reciprocally granted by all ratifying NFCC members. All
      B96 : subsequent applications for membership must be approved by
      B97 : the Board of Directors, known as the NFCB, and ratified by a
      B98 : vote of not less than 2/3 (66.7%) of the voting NFCC
      B99 : membership.
     B100 :
     B101 :  Article IV. Board of Directors
     B102 :
     B103 : Section 1. Election.
     B104 :
     B105 : (a) The Board of Directors shall consist of five (5)
     B106 : delegates of NFCC representing voting members. Directors
     B107 : shall serve non-concurrent two-year terms, with no more than
     B108 : three (3) directors being elected in any given year.
     B109 : Vacancies on the Board of Directors will be filled by the
     B110 : President, as set forth below in Section 4 of this Article.
     B111 : If a Director ceases to be a delegate of a member entity or
     B112 : himself or herself ceases to be a member during his or her
     B113 : tenure as Director, then eligibility to serve as a Director
     B114 : ceases and that Director must immediately resign.
     B115 :
     B116 : (b) The initial election of Directors shall be done by means
     B117 : of a single election for all Director seats. Thereafter,
     B118 : elections will be staggered. The three Directors receiving
     B119 : the most votes in the initial election shall serve two year
     B120 : terms; the remaining two shall serve one year terms.
     B121 : Thereafter, all directors shall serve two-year terms.
     B122 :
     B123 : (c) Election of Directors shall occur on September first of
     B124 : each  year. Voting shall be by electronic ballot, except
     B125 : timely mail ballots shall be accepted.  Should an annual
     B126 : meeting of the Membership  occur within the 30 days
     B127 : preceding September first, election of the Board of
     B128 : Directors shall occur at that meeting.  Ballots shall be
     B129 : mailed only to members without electronic mail.  Ballots
     B130 : shall be sent electronically,  together with a manual return
     B131 : receipt request to all voting members not less than 30 days
     B132 : in advance of the election, whether such election is
     B133 : electronic or held at an annual meeting. Ballots received by
     B134 : the day of the election shall be tallied, and results shall
     B135 : be posted on the ARRL NRDB BBS and the National
     B136 : Coordinators' InterNet Re-Mailer within five (5) days
     B137 : thereafter. In the event of a tie vote, a run-off election
     B138 : shall be completed no later than thirty (30) days thereafter.
     B139 :
     B140 : (d) Installation of newly elected directors shall take
     B141 : effect immediately after the election, with the official
     B142 : posting of election results by the President.
     B143 :
     B144 : (e) The Board may in its discretion, by majority vote, defer
     B145 : for determination or decision to the Membership of the NFCC,
     B146 : by mail or electronic ballot, any proposal which properly
     B147 : comes before the Board. Any such decision to defer an issue
     B148 : is binding on the Board of Directors, and that issue may not
     B149 : again be brought to the Board of Directors until acted upon
     B150 : by Membership vote.
     B151 :
     B152 :
     B153 : Section 2. Chairman of the Board of Directors.
     B154 :
     B155 : (a) The Chairman of the Board of Directors is elected for a
     B156 : one-year term of office (not to exceed six consecutive terms
     B157 : in that capacity) by the elected Directors.
     B158 :
     B159 : (b) The Chairman shall preside at all meetings of the Board
     B160 : unless absent or incapacitated. In this case the Vice
     B161 : Chairman will preside.
     B162 :
     B163 : (c) The Chairman shall appoint all committees, with the
     B164 : advice and consent of the Board.
     B165 :
     B166 : (d) The Chairman shall enforce due observance of these
     B167 : Bylaws, and shall perform all other customary lawful duties
     B168 : pertaining to the office of Chairman of the Board.
     B169 :
     B170 : (e) The Chairman shall be responsible for the establishment
     B171 : and management of the National Frequency Coordinators'
     B172 : Office (NFCO).
     B173 :
     B174 : (f) The Chairman shall publish an annual report to the NFCC,
     B175 : with copies provided to the ARRL Board of Directors. This
     B176 : report, as a minimum, shall enumerate the services provided
     B177 : by the NFCO and the actions taken by the Board and the
     B178 : Membership during the previous year and shall include an
     B179 : estimate of the current year's operating costs and revenues.
     B180 : The report shall be made available, upon request, to any
     B181 : member of the NFCC.
     B182 :
     B183 : Section 3. Removal.
     B184 :
     B185 : Directors may be removed by affirmative vote of 2/3 (66.7%)
     B186 : of the NFCC membership. Such determination may be by mail-in
     B187 : ballot, electronic ballot or in-person vote.
     B188 :
     B189 : Section 4. Replacement.
     B190 :
     B191 : If a Board member is removed for cause, resigns, ceases to
     B192 : be a member of the NFCC, or is deceased or otherwise
     B193 : incapacitated and cannot serve, such departing Board member
     B194 : shall be replaced by an "interim" Board member from the
     B195 : general NFCC membership, nominated by the President and upon
     B196 : concurrence of the remaining Board members. The interim
     B197 : Board member serves the remainder of the replaced Board
     B198 : member's term, or until the next NFCC Directors' election,
     B199 : whichever occurs first.
     B200 :
     B201 : Section 5. Meetings.
     B202 :
     B203 : The Board of Directors shall meet at least semi-annually,
     B204 : either in person or by telephonic or electronic means.
     B205 : Notice of telephonic or electronic meetings shall be given
     B206 : by the President not less than two weeks in advance unless
     B207 : such notice is waived by all Directors. Notification of all
     B208 : in-person meetings shall be given a minimum of sixty (60)
     B209 : days in advance unless waived by all directors. Minutes of
     B210 : all Board meetings shall be prepared by staff of the NFCO.
     B211 :
     B212 : Section 6. Voting.
     B213 :
     B214 : (a) Cumulative voting shall not be allowed.
     B215 :
     B216 : (b) Each director shall have one vote in all NFCB business.
     B217 :
     B218 : (c) Proxy votes shall not be allowed.
     B219 :
     B220 : Section 7. Quorum.
     B221 :
     B222 :   Three of the five directors shall constitute a quorum for
     B223 : the transaction of business. If there are fewer than five
     B224 : directors, then a majority of the Directors in office shall
     B225 : constitute a quorum.
     B226 :
     B227 : Section 8. Duties.
     B228 :
     B229 :   The Board shall represent all Amateur Radio frequency
     B230 : coordination entities (which constitute the general
     B231 : membership) as the official SPOC with the FCC. This function
     B232 : may be delegated, and the Board may request that other
     B233 : entities, such as the ARRL, conduct contacts with government
     B234 : agencies on behalf of the NFCC subject to the review and
     B235 : approval of the NFCC.
     B236 :
     B237 : Article V. National Frequency Coordinators' Office
     B238 :
     B239 : The NFCB shall establish and oversee administration of the
     B240 : National Frequency Coordinators' Office (NFCO). The NFCO
     B241 : shall operate under the direct supervision of the Chairman
     B242 : of the Board and shall conduct all daily operations
     B243 : necessary to the stated purposes of the NFCC and in
     B244 : accordance with any Memorandum of Understanding and other
     B245 : policy statements adopted by the Board of Directors or the
     B246 : NFCC. The NFCO shall take no action inconsistent with NFCC's
     B247 : status as a tax-exempt organization under the federal
     B248 : Internal Revenue Code, as it may be amended from time to
     B249 : time.
     B250 :
     B251 : Article VI. Governing Officers
     B252 :
     B253 : Section 1.
     B254 :
     B255 : The members of the Board of Directors shall annually elect
     B256 : officers, consisting of a President, a Vice President, a
     B257 : Secretary, and a Treasurer. The President and Vice President
     B258 : must be elected from those then serving on the Board of
     B259 : Directors. The President or Vice President may also serve as
     B260 : Chairman of the Board, but the Chairman of the Board may not
     B261 : also serve as Treasurer or Secretary. The officers shall
     B262 : perform the duties and tasks assigned to them by the Board
     B263 : of Directors, and shall serve otherwise to execute and
     B264 : implement the policies of the Board of Directors. The
     B265 : President shall preside at all meetings of the Membership.
     B266 :
     B267 : Section 2.
     B268 :
     B269 : The Vice President shall assume the duties of the President
     B270 : in his or her absence or incapacity and shall otherwise
     B271 : assist the President.
     B272 :
     B273 : Section 3.
     B274 :
     B275 : No officer shall receive any compensation for services
     B276 : performed for the NFCC, but officers may, in the discretion
     B277 : of the Board of Directors, be reimbursed for reasonable
     B278 : expenses incurred in the performance of official duties upon
     B279 : presentation and verification of such expenses.
     B280 :
     B281 : Article VII. Dues
     B282 :
     B283 : Section 1.
     B284 :
     B285 : Reasonable annual dues may be established upon resolution of
     B286 : the Board of Directors and approval by a majority of the
     B287 : NFCC.
     B288 :
     B289 : Section 2.
     B290 :
     B291 : A member must pay dues by the published deadline to be
     B292 : eligible to vote on any matters. A member whose dues
     B293 : payments are in arrears will be considered a non-voting
     B294 : member and shall not be allowed to vote on any NFCC
     B295 : business. Any non-voting members may be restored to voting
     B296 : status immediately upon payment of the annual dues adopted
     B297 : by the NFCC. All members, voting and non-voting, may present
     B298 : items for consideration by the NFCC membership and/or Board
     B299 : of Directors.
     B300 :
     B301 :
     B302 : Article VIII. Meetings
     B303 :
     B304 : An in-person meeting of the Membership of the NFCC shall be
     B305 : called by the President when:
     B306 :
     B307 :   (a) Two thirds, (66.7%) of the Membership requests such a
     B308 : meeting in writing, or electronically; or
     B309 :
     B310 :   (b) The Board of Directors orders such a meeting.
     B311 :
     B312 : In both cases, a minimum of ninety (90) days' advance notice
     B313 : of all Membership meetings must be mailed to all NFCC voting
     B314 : members. Such a notice shall list the reasons for calling
     B315 : the meeting and include an agenda.
     B316 :
     B317 : Article IX. Voting, Ballot Issues, Quorum at Membership
     B318 : Meetings
     B319 :
     B320 : Section 1. Voting.
     B321 :
     B322 : (a) Cumulative voting shall not be allowed in conducting any
     B323 : NFCC business at Membership Meetings.
     B324 :
     B325 : (b) Each NFCC Representative shall have a number of votes
     B326 : based on the percentage of the total U.S. Amateur Radio
     B327 : license holders within the geographic area coordinated by
     B328 : the representative's organization. Each representative shall
     B329 : have one vote for each five-tenths percentage (0.5%),
     B330 : rounded to the nearest 0.5%.  Each representative shall have
     B331 : a minimum of one vote.
     B332 :
     B333 :    (1) The NFCC Secretary shall use annual FCC data to
     B334 : calculate and tabulate vote totals each year for each
     B335 : representative. The resulting annual tabulation shall be
     B336 : posted on the remailer and enclosed with all NFCC meeting
     B337 : notices.
     B338 :
     B339 :    (2) In those areas served by more than one recognized
     B340 : coordination entity, those entities shall jointly agree how
     B341 : to divide their votes. They shall then send a jointly signed
     B342 : letter of agreement to the NFCC Secretary so as to arrive a
     B343 : minimum of one week ahead of the meeting.
     B344 :
     B345 :    (3) The NFCC Secretary shall provide an up to date vote
     B346 : tabulation, including any vote splits required by (2) above,
     B347 : to all Directors prior to the meeting.
     B348 :
     B349 : (c) Co-Jurisdictional Voting Apportionment.
     B350 :
     B351 : Digital and other recognized geographically co-located
     B352 : coordinators will have an apportioned vote. This
     B353 : apportionment shall be from the allotted votes for its
     B354 : geographical jurisdiction/s, and shall be mutually agreed
     B355 : upon by the other recognized co-jurisdictional coordinator/s.
     B356 :
     B357 : Section 2. Proxies.
     B358 :
     B359 : (a) Written proxy votes may be used at all NFCC meetings to
     B360 : satisfy quorum requirements and to vote on specific or all
     B361 : matters under consideration.
     B362 :
     B363 : (b) For a written proxy to be valid, the following
     B364 : conditions shall be met:
     B365 :
     B366 : (1) All written proxies shall be on a pre-printed form
     B367 : supplied by the NFCC Secretary.  This form shall state that
     B368 : the proxy is only valid for a specific NFCC meeting and is
     B369 : automatically void if the grantor of the proxy attends in
     B370 : person.
     B371 :
     B372 : (2) All written proxies shall be signed and dated by the
     B373 : person granting the proxy.  Such proxies may be given to
     B374 : another NFCC representative or any member of the grantor's
     B375 : coordination entity.  If the person receiving the proxy is
     B376 : not a previously certified NFCC representative, a letter of
     B377 : authentication on the coordination entity's letterhead shall
     B378 : accompany the proxy.
     B379 :
     B380 : (3) The NFCC proxy form shall list all known agenda items.
     B381 : The proxy grantor may "restrict" the proxy by designating on
     B382 : the form how each agenda item is to be voted.  The grantor
     B383 : may also give an "unlimited" proxy which allows the proxy
     B384 : holder to vote on any or all items as he desires. Proxies
     B385 : may also be a combination of "unlimited" and "restricted"
     B386 : where the unlimited option is selected and one or more
     B387 : agenda items are voted.
     B388 :
     B389 : (4) All proxies shall be filled out in ink or typed and sent
     B390 : to the NFCC Secretary so as to arrive a minimum of one week
     B391 : prior to the meeting. The Secretary shall register all
     B392 : written proxies and supply a tabulation of same to all NFCC
     B393 : Directors prior to the start of the meeting.
     B394 :
     B395 : (5) Any written proxies failing to meet any of the above
     B396 : requirements shall be recorded by the Secretary as being
     B397 : received but invalid. Time permitting, every reasonable
     B398 : effort shall be made to obtain a correctly executed written
     B399 : proxy from those individuals granting invalid proxies.
     B400 :
     B401 : (6) As a result of discussions which were not included on
     B402 : the original agenda, or as may come up that, prior to a
     B403 : vote, that a recess be initiated to allow proxy holders to
     B404 : confer with the proxy grantors.
     B405 :
     B406 : Section 3. Ballot Issues.
     B407 :
     B408 : (a) All proposals concerning Amateur Radio band plans;
     B409 : frequency coordinator standards, certification, succession
     B410 : and recognition; frequency coordination and decoordination
     B411 : procedures; and frequency coordinator succession shall be
     B412 : approved by a minimum of seventy-five percent (75%) of the
     B413 : NFCC, whether at an in-person meeting or by mail or
     B414 : electronic ballot. All vote tallies shall be published,
     B415 : listing how each member voted, for review by all NFCC voting
     B416 : members.
     B417 :
     B418 : Section 4. Quorum.
     B419 :
     B420 : Fifty percent (50%) of all voting members, either present or
     B421 : the sum of those present and valid written proxies, shall
     B422 : constitute a quorum for the transaction of business at an
     B423 : in-person meeting. Fifty percent (50%) return on mail and/or
     B424 : electronic ballots sent to the entire Membership constitutes
     B425 : a quorum for the tallying of mail or electronic ballots. No
     B426 : issue shall be decided, regardless of the voting method,
     B427 : unless a quorum of votes are cast. Should a vote fail to
     B428 : draw the required fifty percent to satisfy the quorum, no
     B429 : further business shall be conducted until a quorum is
     B430 : present.
     B431 :
     B432 : Article X. Dissolution
     B433 :
     B434 : In the event of the cessation of any activities of the Board
     B435 : of Directors for a period of at least fifteen (15) calendar
     B436 : months, the then remaining NFCC voting members may either
     B437 : replace the entire Board by Membership vote, or otherwise it
     B438 : may resolve to dissolve the Board of Directors and turn over
     B439 : management and control of the NFCC to the ARRL. Upon
     B440 : approval by seventy-five percent (75%) of such NFCC members,
     B441 : whether at an in-person meeting or by mail-in ballot, the
     B442 : Officers shall (1) pay all outstanding bills, if assets
     B443 : permit, (2) surrender the corporate charter, and (3)
     B444 : transfer any and all remaining assets to the American Radio
     B445 : Relay League Foundation.
     B446 :
     B447 : Article XI. Amendments
     B448 :
     B449 : (a) Any voting member may submit to the Board of Directors a
     B450 : proposal for amendment of these Bylaws. Ninety (90) days
     B451 : written advance notice of any such proposal shall be given
     B452 : to all NFCC voting members by the President. Upon compliance
     B453 : with the Articles on Meetings and/or Ballot Issues set forth
     B454 : in these Bylaws, an in-person meeting or written ballot to
     B455 : consider such proposal shall be called.
     B456 :
     B457 : (b) These Bylaws may be amended by affirmative vote of a
     B458 : minimum of seventy-five percent (75%) of the NFCC, whether
     B459 : at an in-person meeting or by mail-in ballot.
     B460 :
     B461 : End

Ratified: April 20, 1996
Amended:  January 14, 1998