[FADCA] by-laws and meeting
Bill Sinbine
n4xeo at bellsouth.net
Wed Jan 5 03:53:55 EST 2005
Hi All
Below is a copy of the FADCA by-laws. Please read them over.
At the Orlando Hamfest we will be holding our corporate meeting and
elections. If you want to hold a FADCA position please let it be known. We
do need directors for districts 1 and 6. If you are in these areas and want
to be one of the "movers and shakers" please let me know.
Also remember that we need everyone on the list that lives in Florida to
become a member so we can have the money to cover FADCA expenses and also
help groups with updating/installing digital equipment on our network.
FADCA AMATEUR DIGITAL COMMUNICATIONS ASSOCIATION, INC.
BY-LAWS
ARTICLE I – Name
The name of this organization shall be the “Florida Amateur Digital
Communications Association, Inc.”, hereinafter referred to as FADCA.
ARTICLE
II – Purpose
FADCA is a non-profit corporation incorporated in the State of Florida,
whose objects and purposes are as follows:
1. The corporation is organized for scientific testing and research
into the development and improvement of technological systems for use in
the Amateur Radio Service Part 97of the Federal Communications Commission
rules and regulations within the meaning of Section 501 ( c ) ( 3 ) of the
Internal Revenue Code, and not for pecuniary profit.
2. To disseminate to the public information resulting from such
testing and research including, but not limited to, digital radio
communications, software, hardware, local area networking, and computer
network systems.
3. To provide frequency spectrum management and digital device
coordination under the Amateur Radio Service Part 97 of the Federal
Communications Commission rules and regulations for the VHF, UHF, and
Microwave Amateur Radio bands in the state of Florida. To set the
technical and operational standards and policies required to operate
unattended amateur radio digital stations in the state of Florida. To
minimize, within current technology, radio interference between and among
such digital devices. To fairly and equally represent the owners and users
of digital devices throughout the state of Florida. To interface with the
Federal Communications Commission, American Radio Relay League, Florida
Repeater Council, and other such government agencies as necessary.
4. To provide planning and other assistance, where requested, to
owners of various digital devices for the purpose of creating and
maintaining link capabilities between their various devices to the end of
forming a network of such devices, thus permitting users to enter the
network and connect to other users at distant points within the network.
ARTICLE III – Principal Office
The principal office of the corporation shall be the address of the
Secretary of the corporation. The registered agent for service of process
shall also be the Secretary. The principal office or registered agent may
be changed at any time by the Board of Directors upon filing a notice of
such change, and acceptance by the new registered agent, with the Secretary
of State, state of Florida.
FADCA By-Laws Page #1 Adopted March 19, 2000
ARTICLE IV – Members
1. Members of FADCA shall be those persons licensed in the
Amateur Radio
Service Part 97 of the Rules and Regulations of the
Federal Communications Commission.
2. Eligible persons as defined in Section 4.1 shall become
members upon submission of an application to the President or his designee
and the payment of the first annual dues.
3. Annual dues provide membership for the calendar year in
which paid. Members who first become members during the last quarter of
the calendar year shall also be members for the following calendar year.
4. The annual dues to FADCA payable to FADCA by members shall
be in such amounts as shall be determined by resolution of the Board of
Directors and approved by a majority vote of the Board of Directors.
5. There shall be no limit to the number of members FADCA may
admit.
6. A member of FADCA shall not solely or partially, because of
such membership, be personally liable for the debts, obligations, or
liabilities of FADCA.
7. Neither membership in FADCA, nor any rights in the
membership, may be transferred for value or otherwise.
8. The membership of any member of FADCA shall be terminated
for any of the following reasons:
a) Upon receipt of such member’s written,
signed request for such termination.
b) Failure of any member to pay dues within
sixty (60) days of the due date.
c) Failure to abide by the By-Laws of FADCA or the conditions
set by the sanction of the device coordination. Said member shall be given
thirty (30) days written notice of the termination stating the reasons and
a timely opportunity to be heard on the termination. The notice shall be
sent by certified mail to the last known address in the records of
FADCA. The opportunity to be heard may, at the election of said member, be
in person or in writing.
d) For a conviction for a violation of Amateur Radio Service
Part 97 of the Federal Communications Commission Rules and Regulations, or
for the loss of one’s operating license under those rules.
e) For the conviction of any felony.
9. Neither membership in FADCA, nor the payment of membership
dues shall be a prerequisite for device coordination or listing in the ARRL
Repeater Directory.
ARTICLE V – Voting
* The term “vote” shall refer to the process of electing a director
from any respective districts, and in the event of a resolution for the
dissolution of the corporation.
* Each member shall be entitled to one (1) vote.
* Members entitled to vote may authorize in writing another FADCA
member to exercise a Proxy vote on their behalf.
FADCA By-Laws Page #2 Adopted March 19, 2000
ARTICLE VI – Board of Directors
* The Board of Directors of FADCA shall consist of a minimum of eight
(8), not to exceed thirteen (13) as representatives. The term of office
for all directors shall be two (2) years.
* Districts for the Board of Directors have been segregated by counties
and digital activity. They are as follows:
District 1 - Dade and Monroe Counties
District 2 - Broward, Martin and Palm Beach Counties
District 3 - Brevard, Indian River, Okeechobee and St. Lucie Counties
District 4 - DeSoto, Hardee, Hernando, Hillsborough, Manatee, Pasco,
Pinellas and Polk Counties.
District 5 - Lake, Orange, Osceola, Seminole, Sumter and Volusia Counties.
District 6 - Charlotte, Collier, Glades, Hendry, Highlands, Lee and
Sarasota Counties.
District 7 - Alachua, Baker, Bradford, Citrus, Clay, Columbia, Dixie,
Duval, Flagler, Gilchrist,
Hamilton , Lafayette, Levy, Marion, Nassau, Putnam,
St. Johns, Suwanee and Union
Counties
District 8 - Bay, Calhoun, Escambia, Franklin, Gadsden, Gulf, Holmes,
Jackson, Jefferson, Leon,
Liberty, Madison, Okaloosa, Santa Rosa, Taylor, Wakulla, Walton and
Washington Counties.
* The Board of Directors shall be responsible for administering FADCA’s
activities in accordance with the needs of the membership subject to the
responsibilities and restrictions contained in these By-Laws and FADCA’s
Coordination Policy.
* Election of Directors
a) The term for a Director of the Board will be for two (2)
years. An election of eligible members of the Board will be held each
January. The odd-numbered Districts will elect in the odd numbered years,
while the even numbered Districts will elect in even numbered years.
b) Each candidate for Director who wishes to be considered for
election shall submit a nominating petition stating the candidate’s name,
callsign, and the District in which he is a candidate. The Director must
reside within the District in which he is a candidate. This petition shall
be signed by the candidate. Additionally, there shall be five (5) other
signatures and callsigns representing FADCA members in good standing within
the same FADCA District who support the nomination of the petitioning
candidate. These additional signatures may be on the same or separate
documents providing the nominating petition is submitted with all the
required names and signatures in one package.
c) The completed nominating petition must be submitted to the
Secretary of FADCA no later than November 30, immediately prior to the
scheduled election.
d) Nominees must be bona fide licensed amateur radio operators with
interest in maintaining a cohesive and organized structure to the amateur
spectrum utilization plan set by FADCA’s Coordination Policy.
e) Only one Director shall be elected for each District. Ballots
will be sent to each member in good standing and should be returned to the
Secretary. The Secretary shall have the ballots counted in such a way as
to assure fairness. The winner of the election of each District shall be
decided by plurality.
f) In the event that no nominating petitions are received from a
District in the time frame required in the year scheduled for the election
of it’s director, then the President shall present the name of a qualified
member from that District for election by the Board at the next Annual Meeting.
g) Newly elected board members shall take office at the beginning of
the board meeting when the election results have been tabulated and the
election certified.
* In the event a Director is unable to complete his/her term for any
reason, the President shall appoint a temporary Director who will serve
until the next scheduled district election is to be held.
FADCA By-Laws Page #3 Adopted March 19, 2000
ARTICLE VI – Board of Directors (Continued)
* A Director shall be removed from office:
a) Upon presentation of petitions to the Board of Directors signed by
at least 51% of the members of that district to generate a new election in
the respective district, or
b) Upon a 2/3’s vote of the remaining Directors, or
c) Upon revocation or suspension of an Amateur Radio license,
conviction of a felony, or any long term disability that prevents a
Director from carrying out his/her duties for a period greater than six (6)
months.
* A Director shall appoint a Vice-Director. The Vice-Director shall
have no vote or arbitration power at any meeting of FADCA. However, in the
absence of the Director, the Vice-Director will have the authority to
represent the respective Director at any meeting of FADCA and carry the
proxy vote of the respective Director.
* The Board of Directors will be responsible for conducting all
business of FADCA. All business, arbitration and coordination policies
enacted by the Board of Directors will be by a majority vote of the Directors.
ARTICLE VII – Officers
* The officers of FADCA shall be the following: President,
Vice-President, Secretary, and Treasurer.
* The President will be an appointed position, and this appointment
will be by a majority vote of the Board of Directors at the annual meeting.
a) A nominating committee chairperson will be selected by the
President. This appointment will take place no earlier than one hundred
eighty (180) days and no later than ninety (90) days prior to the annual
meeting.
b) The Chairperson shall be responsible for selecting a committee of
not less than three (3) individuals to collect the nomination for President.
c) The list of nominees shall be presented in writing to the Board of
Directors not less than thirty (30) days prior to the date of the annual
meeting. Upon presenting the list of nominations for President to the
Board of Directors, no further nominations will be accepted.
* All appointments made by the President shall be subject to a majority
vote of the Board of Directors.
* The President shall have the following responsibilities:
a) The President will appoint the Vice-President,
Secretary, Treasurer, Frequency Coordinator(s) and the Data Base Manager
within thirty (30) days of his/her appointment. The officers of the
previous administration, excluding the President, shall remain in office
during this transition period until their replacements are appointed.
b) The President is the general manager and chief
executive officer of FADCA and will control and conduct all of the meetings
of FADCA as chairman.
* The President shall be a member of the Board of Directors.
a) If he is not an elected District Director under
Article VI of these By-Laws, then he shall be a Director at large and shall
have no power to vote except in the event of a tie vote by the seated Board
of Directors.
b) If he is an elected District Director under Article VI
of these By-Laws, then he shall appoint a Temporary Chairman at the
beginning of any meeting here he may desire to exercise his right to vote
as such Director. This Temporary Chairman shall have no power to vote
except in the event of a tie vote by the seated Board of Directors.
* Each officer hall hold office for a term of one year, or until his
successor is appointed and approved by the Board of Directors. An officer
may succeed himself any number of times.
FADCA By-Laws Page #4 Adopted March 19, 2000
ARTICLE VIII – Meetings
1. Annual Directors Meeting.
a) FADCA shall hold an annual Directors meeting within one hundred
twenty (120) days of the beginning of FADCA’s fiscal year. The time and
place for the annual Director’s meeting will be established by the Board of
Directors and called by the President of FADCA.
b) Written notice shall be mailed to the general membership at least
fifteen (15) days prior to the annual meeting.
c) A Quorum (a majority of Directors plus the President or
Vice-President) must be present for a meeting to be held.
d) The Robert’s Rules of Order, as may be amended from time to time,
shall govern the meetings of FADCA members insofar as such rules are not
inconsistent with or in conflict with these By-Laws, the Articles of
Incorporation, or the law.
2. Board of Directors Meetings:
a) The FADCA President or any three Directors may call a meeting at
any time that is deemed necessary.
b) Notice will be given each Director at least fifteen (15) days
prior to a Board of Directors meeting that has been called, except in
emergencies.
3. Membership Meetings:
a) The FADCA President or any three Directors may call a meeting at
any time that is deemed necessary.
b) Notice will be given each Member at least fifteen (15) days prior
to a Board of Directors meeting that has been called, except in emergencies
ARTICLE IX – Fiscal Year
The fiscal year of this corporation shall be the calendar year.
ARTICLE X – Audit
It shall be required that an audit committee be appointed by the Board of
Directors from the membership to audit the financial records at least once
per fiscal year. A report on such audit shall be presented by the
committee at the annual Directors meeting.
ARTICLE XI – Binding Actions
All actions passed by a vote of FADCA within the authority of these By-Laws
shall be considered binding on all members as the policy of FADCA.
ARTICLE XII – By-Law Amendments
These By-Laws may be amended, repealed or altered in whole or in part by
the approving vote of three quarters (75%) of the Board of Directors
present and voting at any meeting called in accordance with these By-Laws
provided that appropriate notification of intent to amend the By-Laws has
been included in the meeting notice.
FADCA By-Laws Page #5 Adopted March 19, 2000
ARTICLE XIII – Dissolution
Should the corporation be dissolved, the Board of Directors shall, after
paying or making provisions for the payment of al the liabilities of the
corporation, dispose of the assets by distribution to one or more tax
exempt organizations whose exempt purpose is within the meaning of section
501 ( c ) ( 3 ) of the Internal Revenue Code (or corresponding section of
any future federal tax code) as the Board of Directors may determine. Any
asset not so disposed of shall be disposed of by the Circuit Court of the
county in which the principal office of the corporation is located,
exclusively for such purposes or to such organizations as said court shall
determine, which are organized and operated exclusively for such purpose.
73, Bill N4XEO
President and District 3 Director FADCA
E- Mail mailto:n4xeo at bellsouth.net
F.A.D.C.A.: http://www.fadca.org
FPAC: http://www.qsl.net/fpac
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