1998 NFCC BYLAWS

Details

 

NATIONAL

FREQUENCY COORDINATORS’

COUNCIL, INC.

BYLAWS

January 11, 1998

 

ARTICLE I -- NAME

 

The name of the corporation is National Frequency Coordinators' Council, Inc., (NFCC), a corporation pursuant to the District of Columbia Non-profit Corporation Act.

 

ARTICLE II -- PURPOSES


The purpose for which the corporation is organized is to establish recognition of Amateur Radio frequency coordination by the Federal Communications Commission, the American Radio Relay League, and all Amateur Radio licensees. This goal is to be fulfilled by the Corporation by the following activities:

 

    1. To facilitate the exchange of information and general cooperation between members, the Federal Communications Commission (FCC), the American Radio Relay League, Inc. (ARRL), and any other legislative or regulatory arm of the Federal government pertaining to the Amateur Radio Service, and specifically the coordinated use of repeaters and other relay devices and systems, and amateur stations using shared bands utilized by fixed-station repeater and relay devices and systems. Such information would include such things as lists of frequency coordinators; proposed and current policies, procedures and regulations pertaining to coordinator certification, decertification, and succession of coordinators; proposed and current federal policies affecting Amateur Radio systems operations; pending and current FCC submissions and determinations, including Petitions for Rule Making, Notices of Proposed Rule Making, and Report and Order releases affecting Amateur Radio repeater and relay systems and the cooperative coordination of the same for interference avoidance.

 

    1. To operate as, or to facilitate, a Single-Point-Of-Contact (SPOC) between the FCC and the Amateur Radio frequency coordinating community.

 

    1. To promote responsible coordination of the use of Amateur Radio operations in FCC-authorized HF, VHF, UHF, and SHF frequency sub-bands and promulgate proper policies for cooperation and interference avoidance among and between users.

 

    1. To facilitate arbitration of disputes involving Amateur Radio frequency coordination. This will be accomplished by encouraging local resolution of disputes as well as appointment of arbitrators to conduct binding arbitration in accordance with the American Board of Arbitration procedures; the costs of such to be borne by the parties to the arbitration.

 

  1. The corporation will define a frequency coordinator in such a way as to address issues of succession, recognition, certification and geographic exclusivity within the bands coordinated, so as to have a recognized coordinator within each geographic area responsible for usage of the allocated spectrum. This may include separate coordinators for the various emission types authorized within the area. The corporation will establish standards for performing the coordination task. It will, using those standards, certify and decertify coordinators to assure continuity and capability in the performance of the duties of the coordinators.

 

ARTICLE III -- MEMBERSHIP


Section 1 -- Qualifications

 

Any recognized state coordination councils, state organizations, regional coordination councils, or individual state-wide or regional coordinators currently coordinating use of Amateur Radio frequencies above 29 Mhz and listed in the 1995/1996 ARRL Repeater Directory are qualified to be charter members of the NFCC. In addition, digital coordinating entities who perform coordination of auxiliary, repeater or simplex Amateur Radio frequencies above 29 MHZ, and who are listed in the 1995/1996 ARRL Repeater Directory, are qualified to be charter NFCC members. Any other frequency coordination entity that is mutually recognized by neighboring NFCC members and follows approved NFCC guidelines and policies for coordination procedures and coordinator succession shall be qualified for membership in the NFCC after it has been established.

Section 2 -- Membership Approval

 

Charter membership approval shall be considered to be reciprocally granted by all ratifying NFCC members. All subsequent applications for membership must be approved by the Board of Directors, known as the NFCB, and ratified by a vote of not less than 2/3 (66.7%) of the voting NFCC membership.

 

ARTICLE IV -- BOARD OF DIRECTORS

 

Section 1 -- Election

 

  1. The Board of Directors shall consist of five (5) delegates of NFCC representing voting members. Directors shall serve non-concurrent two-year terms, with no more than three (3) directors being elected in any given year. Vacancies on the Board of Directors will be filled by the President, as set forth below in Section 4 of this Article. If a Director ceases to be a delegate of a member entity or himself or herself ceases to be a member during his or her tenure as Director, then eligibility to serve as a Director ceases and that Director must immediately resign.

  2. The initial election of Directors shall be done by means of a single election for all Director seats. Thereafter, elections will be staggered. The three Directors receiving the most votes in the initial election shall serve two year terms; the remaining two shall serve one year terms. Thereafter, all directors shall serve two-year terms.

  3. Election of directors shall occur on September first of each year. Voting shall be by electronic ballot, except timely mail ballots shall be accepted. Should an annual meeting of the Membership (and Board each year) occur within the 30 days preceding September first, election of the board of Directors shall occur at that meeting. (Election shall be by written ballot or electronic ballot.) Ballots shall be mailed only to members without electronic mail. Ballots shall be sent electronically, together with a manual return receipt request to all voting members not less than 30 days in advance of the election, whether such election is electronic or held at an annual meeting. Ballots received by the day of the election shall be tallied, and results shall be posted on the ARRL NRDB BBS and the National Coordinators' Internet Re-Mailer within five (5) days thereafter. In the event of a tie vote, a run-off election shall be completed no later than thirty (30) days thereafter.

  4. Installation of newly elected directors shall take effect immediately after the election, with the official posting of election results by the President. This may occur before the meeting of the Board, but after the annual Membership Meeting.

  5. The Board may in its discretion, by majority vote, defer for determination or decision to the Membership of the NFCC, by mail or electronic ballot, any proposal which properly comes before the Board. Any such decision to defer an issue is binding on the Board of Directors, and that issue may not again be brought to the Board of Directors until acted upon by Membership vote.

Section 2 -- Chairman of the Board of Directors

  1. The Chairman of the Board of Directors is elected for a one-year term of office (not to exceed six consecutive terms in that capacity) by the elected Directors.

  2. The Chairman shall preside at all meetings of the Board unless absent or incapacitated. In this case the Vice Chairman will preside.

  3. The Chairman shall appoint all committees, with the advice and consent of the Board.

  4. The Chairman shall enforce due observance of these Bylaws, and shall perform all other customary lawful duties pertaining to the office of Chairman of the Board.

  5. The Chairman shall be responsible for the establishment and management of the National Frequency Coordinators' Office (NFCC).

  6. The Chairman shall publish an annual report to the NFCC, with copies provided to the ARRL Board of Directors. This report, as a minimum, shall enumerate the services provided by the NFCC and the actions taken by the Board and the Membership during the previous year and shall include an estimate of the current year's operating costs and revenues. The report shall be made available, upon request, to any member of the NFCC.

Section 3 -- Removal

Directors may be removed by affirmative vote of 2/3 (66.7%) of the NFCC membership. Such determination may be by mail-in ballot, electronic ballot or in-person vote.

Section 4 -- Replacement

If a Board member is removed for cause, resigns, ceases to be a member of the NFCC, or is deceased or otherwise incapacitated and cannot serve, such departing Board member shall be replaced by an "interim" Board member from the general NFCC membership, nominated by the President and upon concurrence of the remaining Board members. The interim Board member serves the remainder of the replaced Board member's term, or until the next NFCC Directors' election, whichever occurs first.

Section 5 -- Meetings

The Board of Directors shall meet at least semi-annually, either in person or by telephonic or electronic means. Notice of telephonic or electronic meetings shall be given by the President not less than two weeks in advance unless such notice is waived by all Directors. Notification of all in-person meetings shall be given a minimum of sixty (60) days in advance unless waived by all directors. Minutes of all Board meetings shall be prepared by staff of the NFCC.

Section 6 -- Voting

  1. Cumulative voting shall not be allowed.

  2. Each director shall have one vote in all NFCB business.

  3. Proxy votes shall not be allowed.

Section 7 -- Quorum

Three of the five directors shall constitute a quorum for the transaction of business. If there are fewer than five directors, then a majority of the Directors in office shall constitute a quorum.

Section 8 -- Duties

The Board shall represent all Amateur Radio frequency coordination entities (which constitute the general membership) as the official SPOC with the FCC. This function may be delegated, and the Board may request that other entities, such as the ARRL, conduct contacts with government agencies on behalf of the NFCC subject to the review and approval of the NFCC.

 

ARTICLE V -- NATIONAL FREQUENCY COORDINATOR’ OFFICE

 

The NFCB shall establish and oversee administration of the National Frequency Coordinators' Office (NFCC). The NFCC shall operate under the direct supervision of the Chairman of the Board and shall conduct all daily operations necessary to the stated purposes of the NFCC and in accordance with any Memorandum of Understanding and other policy statements adopted by the Board of Directors or the

NFCC. The NFCC shall take no action inconsistent with NFCC's status as a tax-exempt organization under the federal Internal Revenue Code, as it may be amended from time to time.

ARTICLE VI -- GOVERNING OFFICERS

Section 1

The members of the Board of Directors shall annually elect officers, consisting of a President, a Vice President, a Secretary, and a Treasurer. The President and Vice President must be elected from those then serving on the Board of Directors. The President or Vice President may also serve as Chairman of the Board, but the Chairman of the Board may not also serve as Treasurer or Secretary. The officers shall perform the duties and tasks assigned to them by the Board of Directors, and shall serve otherwise to execute and implement the policies of the Board of Directors. The President shall preside at all meetings of the Membership.

Section 2

The Vice President shall assume the duties of the President in his or her absence or incapacity and shall otherwise assist the President.

Section 3

No officer shall receive any compensation for services performed for the NFCC, but officers may, in the discretion of the Board of Directors, be reimbursed for reasonable expenses incurred in the performance of official duties upon presentation and verification of such expenses.

ARTICLE VII -- DUES

Section 1

Reasonable annual dues may be established upon resolution of the Board of Directors and approval by a majority of the NFCC.

Section 2

A member must pay dues by the published deadline to be eligible to vote on any matters. A member whose dues payments are in arrears will be considered a non-voting member and shall not be allowed to vote on any NFCC business. Any non-voting members may be restored to voting status immediately upon payment of the annual dues adopted by the NFCC. All members, voting and non-voting, may present items for consideration by the NFCC membership and/or Board of Directors.

ARTICLE VIII -- MEETINGS

An in-person meeting of the Membership of the NFCC shall be called by the President when:

  1. Two thirds, (66.7%) of the Membership requests such a meeting in writing, or electronically; or

  2. The Board of Directors orders such a meeting.

In both cases, a minimum of ninety (90) days' advance notice of all Membership meetings must be mailed to all NFCC voting members. Such a notice shall list the reasons for calling the meeting and include an agenda.

ARTICLE IX -- VOTING, BALLOT ISSUES, QUORUM AT MEMBERSHIP MEETINGS

Section 1 -- Voting

  1. Cumulative voting shall not be allowed in conducting any NFCC business at Membership Meetings.

  2. Each NFCC Representative shall have a number of votes based on the percentage of the total U.S. Amateur Radio license holders within the geographic area coordinated by the representative's organization. Each representative shall have one vote for each five-tenths percentage (0.5%), rounded to the nearest 0.5%. Each representative shall have a minimum of one vote.

(1) The NFCC Secretary shall use annual FCC data to calculate and tabulate vote totals each year for each representative. The resulting annual tabulation shall be posted on the remailer and enclosed with all NFCC meeting notices.

(2) In those areas served by more than one recognized coordination entity, those entities shall jointly agree how to divide their votes. They shall then send a jointly signed letter of agreement to the NFCC Secretary so as to arrive a minimum of one week ahead of the meeting.

(3) The NFCC Secretary shall provide an up to date vote tabulation, including any vote splits required by (2) above, to all Directors prior to the meeting.

    1. Co-Jurisdictional Voting Apportionment:

Digital and other recognized geographically co-located coordinators will have an apportioned vote. This apportionment shall be from the allotted votes for its geographical jurisdiction/s, and shall be mutually agreed upon by the other recognized co-jurisdictional coordinator/s.

Section 2 -- Proxies

  1. Written proxy votes may be used at all NFCC meetings to satisfy quorum requirements and to vote on specific or all matters under consideration.

  2. For a written proxy to be valid, the following conditions shall be met:

(1) All written proxies shall be on a pre-printed form supplied by the NFCC Secretary. This form shall state that the proxy is only valid for a specific NFCC meeting and is automatically void if the grantor of the proxy attends in person.

(2) All written proxies shall be signed and dated by the person granting the proxy. Such proxies may be given to another NFCC representative or any member of the grantor's coordination entity. If the person receiving the proxy is not a previously certified NFCC representative, a letter of authentication on the coordination entity's letterhead shall accompany the proxy.

(3) The NFCC proxy form shall list all known agenda items. The proxy grantor may "restrict" the proxy by designating on the form how each agenda item is to be voted. The grantor may also give an "unlimited" proxy which allows the proxy holder to vote on any or all items as he desires. Proxies may also be a combination of "unlimited" and "restricted" where the unlimited option is selected and one or more agenda items are voted.

(4) All proxies shall be filled out in ink or typed and sent to the NFCC Secretary so as to arrive a minimum of one week prior to the meeting. The Secretary shall register all written proxies and supply a tabulation of same to all NFCC Directors prior to the start of the meeting.

(5) Any written proxies failing to meet any of the above requirements shall be recorded by the Secretary as being received but invalid. Time permitting, every reasonable effort shall be made to obtain a correctly executed written proxy from those individuals granting invalid proxies.

(6) As a result of discussions which were not included on the original agenda, or as may come up that, prior to a vote, that a recess be initiated to allow proxy holders to confer with the proxy grantors.

Section 3 -- Ballot Issues

All proposals concerning Amateur Radio band plans; frequency coordinator standards, certification, succession and recognition; frequency coordination and decoordination procedures; and frequency coordinator succession shall be approved by a minimum of seventy-five percent (75%) of the NFCC, whether at an in-person meeting or by mail or electronic ballot. All vote tallies shall be published, listing how each member voted, for review by all NFCC voting members.

Section 4 -- Quorum

Fifty percent (50%) of all voting members, either present or the sum of those present and valid written proxies, shall constitute a quorum for the transaction of business at an in-person meeting. Fifty percent (50%) return on mail ballots and/or electronic ballots sent to the entire Membership constitutes a quorum for the tallying of mail or electronic ballots. No issue shall be decided, regardless of the voting method, unless a quorum of votes are cast. Should a vote fail to draw the required fifty percent (50%) to satisfy the quorum, no further business shall be conducted until a quorum is present.

 

ARTICLE X -- DISSOLUTION

 

In the event of the cessation of any activities of the Board of Directors for a period of at least fifteen (15) calendar months, the then remaining NFCC voting members may either replace the entire Board by Membership vote, or otherwise it may resolve to dissolve the Board of Directors and turn over management and control of the NFCC to the ARRL. Upon approval by seventy-five percent (75%) of such NFCC members, whether at an in-person meeting or by mail-in ballot, the Officers shall (1) pay all outstanding bills, if assets permit, (2) surrender the corporate charter, and (3) transfer any and all remaining assets to the American Radio Relay League Foundation.

 

ARTICLE XI -- AMENDMENTS

 

  1. Any voting member may submit to the Board of Directors a proposal for amendment of these Bylaws. Ninety (90) days written advance notice of any such proposal shall be given to all NFCC voting members by the President. Upon compliance with the Articles on Meetings and/or Ballot Issues set forth in these Bylaws, an in-person meeting or written ballot to consider such proposal shall be called.

  2. These Bylaws may be amended by affirmative vote of a minimum of seventy-five percent (75%) of the NFCC, whether at an in-person meeting or by mail-in ballot.

    RATIFICATION DATE

    This document was ratified on April 20, 1996

    AMENDMENT DATES

    This document was amended on January 11, 1998




    Document last revised January 11, 1998
    This page last revised on October 1, 1998
   
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