ByLaws

Details

The following are presently the Bylaws of the NFCC.   These bylaws are currently under review to correct any discrepancies or conflicts within the bylaws themselves or with other official NFCC documents. There are currently no proposed changes before the membership.
 

       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

   
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