ARTICLE I - NAME, PURPOSE and GEOGRAPHIC COVERAGESection 1. The Area Repeater Coordination Council of EPA/SNJ, Inc. ("ARCC, Inc.") is hereby formed in order to coordinate non-commercial amateur radio repeater users involved in channelized operation; to collect, store and disseminate appropriate technical knowledge; and to promote amateur radio operation as a public service. In addition, the purposes of ARCC, Inc. shall be as specified in the Articles of Incorporation as follows:
To operate exclusively for charitable, educational and scientific purposes, so as to entitle the corporation to exemption under the provisions of Section 501(c)(3) of the Internal Revenue Code, as amended, and more specifically, to foster cooperation among Amateur Radio licensees of the Federal Communications Commission in the efficient and equitable use of scarce radio spectrum in the public interest; to encourage communications and the exchange of information among Amateur Radio operators; and the provision of a forum for the establishment of protocols of agreement among Amateur Radio operators to further the accomplishment of the above purposes.
Section 2. The geographic coverage of ARCC, Inc. will include the following regions which shall include such counties as the Executive Committee may designate: Southeastern Pennsylvania ("EPA-SE"); Southwestern Pennsylvania ("EPA-SW"); Northeastern Pennsylvania ("EPA-NE"); Northwestern Pennsylvania ("EPA-NW"); Southern New Jersey ("SNJ-NJ") and selected counties in Northern New Jersey ("NNJ").
Section 3. ARCC, Inc. is a representative membership organization which operates under an Executive Board to serve and support the frequency coordination needs of the Amateur Radio repeater community operating within its area. The services of ARCC, Inc. are open to every repeater owner, operator, trustee, or applicant for coordination, whether or not the repeater is represented by a member of ARCC, Inc.
Section 4. Coordination will be issued or denied based solely upon predicted interference potential to previously coordinated and currently operating systems. Size of membership; affiliation with a club, group or organization; class of license; age; race; religion; sex; or any other consideration not directly related to the potential for radio interference to previously coordinated and currently operating systems will not be factors in coordination.
Section 5. The registered corporate offices and mailing address of ARCC, Inc. shall be as designated by the Executive Board.
Section 6. The term of existence of ARCC, Inc. shall be perpetual.
Section 7. ARCC, Inc. shall be organized and operated to encourage participation in the Amateur Radio Service of the United States and all income derived from such operations shall be used exclusively for purposes which shall qualify as tax exempt under Section 501(c)(3) of the Internal Revenue Code or corresponding provisions of any future Internal Revenue law (see Section 1, above).
ARTICLE II - MEMBERSHIPSection 1. Membership in ARCC, Inc. shall be open to all repeater owners, operators, trustees, applicants and other interested licensed Amateur Radio Operators in the regions served by ARCC, Inc..
Section 2. The membership shall have representation from each region served by ARCC, Inc. as set forth in Article 1, Section 2.
Section 3. Regional Representatives act as its liaisons with, and serve as members of, the Executive Board. They are appointed from among the membership of each Region.
Section 4. Voting membership in ARCC, Inc. shall be based upon the following:
Individual Member: One (1) vote Organizations with 2-99 members: Three (3) votes Organizations with 100+ members: Ten (10) votes
Section 5. Dues for membership shall be determined by the Executive Board with the initial annual dues structure established as follows:
Individual Member: $ 10.00 Organizations with 2-99 members: $ 25.00 Organizations with 100+ members: $ 50.00
Dues shall be paid on a yearly basis. For each member, the "year" begins with the month in which dues are received. The Treasurer shall send renewal dues notices not less than thirty days before the expiration of a membership. Non-payment of such dues shall be cause for cancellation of membership in ARCC, Inc.
Section 6. Representatives of organizations shall be selected in accordance with the procedures of their respective organizations.
Section 7. Representatives of organizations can vote by written proxy through another member of their own organization. Otherwise, proxy voting is prohibited.
Section 8. An ARCC, Inc. member may be removed for cause (e.g. illegal conduct) by a majority vote of the membership in attendance at a general or special meeting of the full membership voting by secret ballot. Prior to voting, the member proposed for removal shall be entitled to submit to the membership for consideration any written or verbal statements bearing on the issue of removal. Such member shall be entitled to be represented at such meeting by legal counsel or other advocate. The Rules of Evidence and Rules of Civil Procedure will not apply to removal proceedings.
ARTICLE III - OFFICERS AND MEMBERS OF THE EXECUTIVE BOARDSection 1. The officers of ARCC, Inc. shall be President, Vice President - Administration, Vice President - Coordination, Secretary, and Treasurer. These officers, the five (5) Regional Representatives and the appointed Database Manager, shall constitute the Executive Board. In addition, any member of ARCC, Inc. elected to the Board of the National Frequency Coordination Council shall serve as an ex-officio member of the ARCC Executive Board
Section 2. Officers are elected for terms of two (2) years by plurality vote of the general membership through a mail ballot. All officers and members of the Executive Board must be and remain members in good standing during their terms of office.
Section 3. Except as required when electing an officer to fill an unexpired term, newly-elected officers will start their terms of office effective January 1st of each year.
Section 4. No officer may hold his/her office for more than two (2) consecutive terms
Section 5. To fill vacancies in the elected offices of the Executive Board, the President in September of such years shall appoint a special nominating committee of three (3) members. Recommendations of this committee shall be made to the Executive Board and included in the mail ballot sent to the general membership each November. Provisions for write-in candidates shall be included on all ballots. Ballots will be counted and newly-elected officers will be declared in December and take office on January 1st following.
Section 6. Officers and other Executive Board members may be removed from office by a majority of the total membership voting at a general meeting by secret ballot. Between general meetings, on written notice signed by no less than twenty (20) members of ARCC, Inc., a mail ballot may be ordered on the removal of a member of the Executive Board. Any ARCC, Inc. member removed pursuant to Article II, Section 9 shall automatically also be deemed removed from any elected and/or appointed ARCC, Inc. positions held by that member.
ARTICLE IV - DUTIES OF OFFICERS AND EXECUTIVE BOARDSection 1. It shall be the duty of the Executive Board to oversee the routine business of ARCC, Inc. and carry out the purposes as set forth in this Constitution and By-laws. The Executive Board may take and/or ratify all actions not otherwise in conflict with the Constitution and By-Laws or any applicable statute or regulation promulgated by any governmental body having jurisdiction over ARCC, Inc. activities.
Section 2. The President shall preside at all meetings of the Executive Board and conduct the same according to the rules adopted, sign all official documents that are adopted by ARCC, Inc. and perform the duties customary to the office. The President shall appoint, with the concurrence of the majority of the Executive Board, such committee members, frequency coordinators, database manager, and other positions as are deemed necessary for the conduct of ARCC, Inc. business and activities and he/she shall be an ex-officio member of all committees. At the expiration of the President's term of office, he/she shall turn over all ARCC, Inc. records to his/her successor or as otherwise directed by the President.
Section 3. The Vice President - Administration shall assume all duties of the President in the absence of the later and assume all other duties which may be delegated to him/her by the President and/or Executive Board. The Vice President - Administration shall also have primary responsibility for the administration of communication between the membership, Executive Board, committees, applicants and outside organizations. At the expiration of the Vice President - Administration's term of office, he/she shall turn over all ARCC, Inc. records to his/her successor or as otherwise directed by the President.
Section 4. The Vice President - Coordination shall be responsible for the frequency coordinators' overall operations. The Vice President - Coordination shall also assume all duties which may be delegated to him/her by the President and/or Executive Board. At the expiration of the Vice President - Coordination's term of office, he/she shall turn over all ARCC, Inc. records to his/her successor or as otherwise directed by the President.
Section 5. The Secretary shall keep a record of the proceedings of all meetings of ARCC, Inc. and its Executive Board, keep a roll of members and manage correspondence necessary for the activities of the Executive Board and committees. The Secretary or his/her designee shall maintain official copies of the Constitution and By-Laws at each regular and special meeting of the membership and Executive Board. The Secretary shall also assume such other duties as may be delegated to him/her by the President and/or Executive Board. At the expiration of the Secretary's term of office, he/she shall turn over all ARCC, Inc. records to his/her successor or as otherwise directed by the President.
Section 6. The Treasurer shall receive, disburse and record all monies of the ARCC, Inc. and maintain accurate accounts of all money and assets of ARCC, Inc.. He/She shall maintain one or more bank checking and/or savings accounts as directed by the Executive Board. All disbursements in excess of $300.00 shall require the prior approval of the Executive Board and bear the signature of the President, or another officer designated by the President, and the Treasurer. All income and expense records shall be maintained in accordance with generally accepted accounting practices and the Treasurer shall pay no bills without proper authorization. The Treasurer shall maintain a mailing list database containing appropriate membership information. This database shall also include a list of persons who should receive such complimentary mailing as may be sent from time to time. Within a reasonable time following the end of each fiscal year (ending December 31st) the Treasurer shall submit all organization finances for audit as directed by the Executive Board. At the expiration of the Treasurer's term of office, he/she shall turn over all ARCC, Inc. records to his/her successor or as otherwise directed by the President.
Section 7. The Regional Representatives shall act as primary liaisons with ARCC, Inc. members in their respective regions. Regional Representatives shall assist the Frequency Coordination Committee, acting through the Vice President - Coordination, in conducting verification surveys of repeaters listed as being active within or adjacent to their respective regions. The Regional Representatives may also appoint and remove Assistant Regional Representatives to assist the Regional Representative in performing his/her duties. At the expiration of the Regional Representative's term of office, he/she shall turn over all ARCC, Inc. records to his/her successor or as otherwise directed by the President. Regional Representatives and Assistant Regional Representatives do not have the authority to coordinate a repeater.
Section 8. The Database Manager shall have primary responsibility for maintaining a current database of all ARCC, Inc. coordinated repeaters and other data as directed by the President. At the expiration of the Database Manager's term of office, he/she shall turn over all ARCC, Inc. records to his/her successor or as otherwise directed by the President.
ARTICLE V - MEETINGS
Section 2. Special meetings must be called by the President upon the written request of any twenty (20) members of ARCC, Inc. Such meetings will require that written notice be sent to all ARCC, Inc. members at least thirty (30) days in advance and that the notice include the purpose(s) of the meeting and business to be conducted. Only such business as detailed in the notice of such meeting may be conducted at such special meetings. Section 3. The Executive Board shall meet at least two (2) times per year at such time and place as is announced by the President by mail or electronic means (e.g., e-mail or fax) at least fourteen 14 days in advance. Five (5) members of the Executive Board are required for a quorum.
ARTICLE VI - DUTIES OF FREQUENCY COORDINATORSSection 1. Frequency Coordinators shall be appointed and may be removed by a majority vote of the Executive Board. The Executive Board may appoint Frequency Coordinators who will best serve the needs of the ARCC, Inc. membership and the Amateur Radio community. All Frequency Coordinators shall serve on the Frequency Coordination Committee, the chairman of which shall be the Vice President - Coordination.
Section 2. All candidates for the position of Frequency Coordinator shall provide to the Executive Board satisfactory proof of requisite technical training and/or experience to perform the duties of the office.
Section 3. The Frequency Coordinators shall review applications for frequency coordination based solely upon the principals set forth in Article I, Section 4 of this Constitution and By-laws and the procedures, engineering data and criteria established in the current Repeater Coordination Handbook.
Section 4. The recommendations of the assigned Frequency Coordinator to deny or approve any application for frequency coordination, with or without modification or limitation, shall be issued by the Database Manager, who will communicate the decision to the applicant. All coordination actions are subject to the subsequent review of the Vice President's Coordination.
ARTICLE VII - REQUESTS FOR REVIEW, MEDIATION AND ARBITRATIONSection 1. Any applicant or other interested person may submit a written Request for Review to the Vice President's Coordination who shall then investigate and render a decision.
Further appeals may be addressed to the Executive Board, which shall review the review the decision de novo within ninety (90) calendar days of receipt of the Request for Review. All applicants and other interested persons shall be entitled to submit to the Executive Board for consideration any written or verbal statements bearing on the decision.
All applicants and other interested persons shall be entitled to be represented before the Executive Board by legal counsel or other advocate. The Rules of Evidence and Rules of Civil Procedure will not apply to review proceedings. The decision of the Executive Committee shall be final, subject to the mediation and arbitration procedures set forth below.
Section 2. All members of ARCC, Inc. and applicants for coordination must agree to participate in the alternative dispute resolution procedures set forth in this Article VII. Interested persons who are not members or applicants may also agree to utilize these procedures.
Section 3. At any time, any applicant, ARCC, Inc. member or other interested person may request mediation in an effort to amicably resolve any dispute concerning repeater coordination in the ARCC, Inc. area. Such disputes may include, but are not limited to, repeater coordination decisions; mutual interference; and interference with repeaters coordinated by adjacent coordination organizations. Upon the agreement of all parties, including the President or his/her designee on behalf of ARCC, Inc., any voluntary agreement reached through mediation shall be binding upon all parties to the agreement.
Section 4. The President shall maintain a list of Amateur radio operators and other interested persons willing to serve as volunteer mediators for ARCC, Inc., its members and applicants, and other interested persons. The mediator may only act if all parties to the dispute agree and may only recommend solutions to the parties; having no power to adjudicate the dispute.
Section 5. Regardless of whether mediation has been attempted, or if mediation has been unsuccessful in resolving the dispute, all applicants and other interested persons may file a written Request for Arbitration at the administrative office of ARCC, Inc. within ninety (90) days of the date of the final decision of the Executive Board or the termination date of mediation efforts by the parties; whichever is later. Binding arbitration is mandatory for all ARCC, Inc. applicants and members and is optional for other interested persons who are not ARCC, Inc. applicants or members. Persons participating in binding arbitration hereunder are generally barred from seeking judicial review of the final decision of the Executive Board and may only seek judicial review of the decision of the Arbitrators based upon allegations of fraud, bias illegality or other limited grounds available under applicable state law.
Arbitration is only required when all parties are either subject to these By-Laws or agree to accept binding arbitration.
Section 6. Arbitrations involving disputes between the ARCC, Inc. and one (1) applicant; two (2) applicants; or one (1) applicant and the owner of an existing coordinated repeater, shall be governed by the rules for two (2) party disputes. All other arbitrations shall be governed by the rules for multi-party disputes. Owners of uncoordinated repeaters may only participate in the arbitration process upon the consent of the ARCC, Inc. Executive Board.
Section 7. In two (2) party disputes, each party shall select one (1) arbitrator within thirty (30) days of receiving notice to appoint from ARCC, Inc. Each of these arbitrators shall agree to select one (1) neutral arbitrator who shall act as chairman of the arbitration panel, schedule hearings and resolve all procedural and evidentiary disputes. The arbitrators shall conduct such hearings and receive such evidence as it determines is fair and just under the circumstances. All parties may be represented by legal counsel or other advocate and the Rules of Evidence and Rules of Civil Procedure shall not apply, except to the extent determined by the arbitrators. The majority decision of the arbitrators shall be binding upon all parties and ARCC, Inc..
Section 8. In multi-party disputes, each party shall select one (1) arbitrator within thirty (30) days of receiving notice to appoint from ARCC, Inc.. In the event that there are an even number of parties, each of these arbitrators shall agree to select one (1) neutral arbitrator who shall act as chairman of the arbitration panel, schedule hearings and resolve all procedural and evidentiary disputes. The arbitrators shall conduct such hearings and receive such evidence as it determines is fair and just under the circumstances. All parties may be represented by legal counsel or other advocate and the Rules of Civil Procedure shall not apply, except to the extent determined by the arbitrators. The majority decision of the arbitrators shall be binding upon all parties and ARCC, Inc. In the event that there are an odd number of parties to the dispute, ARCC, Inc. shall appoint one (1) arbitrator on its behalf. Thereafter, the appointed arbitrators shall appoint the neutral arbitrator and the matter shall proceed as set forth above.
ARTICLE VIII - AMENDMENTSSection 1. Proposals for amendments to this Constitution and By-laws shall be submitted in writing at least sixty (60) days prior to a general or regional meeting of ARCC, Inc.. Upon motion approved at such meeting, proposals for amendments shall be made available to the total membership by mail or electronic means at least thirty (30) days prior to a vote. Amendments will be adopted upon two-thirds (2/3) affirmative vote of the members returning ballots. ARTICLE IX - RULESSection 1. The Modern Rules of Order (Pennsylvania Bar Institute) shall govern proceedings at ARCC, Inc. meetings; a copy of which shall be in the possession of the Secretary or his/her designee.
ARTICLE X - SAVINGS PROVISIONSection 1. In the event that any provision of this Constitution and By-laws is deemed to be unenforceable or illegal by any court of law having jurisdiction, such decision shall not invalidate or otherwise effect any other provisions of this Constitution and By-laws.
APPROVED AND ADOPTED THIS ____ DAY OF ________ , 1995: __________________________ Secretary
AS AMENDED: 11/2003
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