Bylaws of the
Virginia Fone Net, Inc.
Article I: General
Virginia Fone Net, Inc. is a dues-paying, non-stock, non-profit,
incorporated organization dedicated to the advancement of Amateur Radio
and to public service and incorporated under the laws of the
Commonwealth of Virginia on July 10, 2012.
Article II: Membership
Section l: Eligibility.
is open to all who meet the prescribed requirements as set forth below,
who are licensed Amateur Radio Operators holding a General, Advanced,
or Extra Class license, and who subscribe to the purposes of the VFN.
While membership is unrestricted as to residence, the VFN’s primary
purpose is to be representative of Amateur Radio Operators in the State
Section 2: Candidacy.
candidate shall submit to the Corresponding Secretary an application
which includes name, address, and other information as may be required.
Each application for membership shall include verification of
participation in on-the-air net activities for a minimum of fifty (50)
times not to exceed a three (3) month period on the early and/or late
Section 3: Election to Membership.
shall be sent to the Corresponding Secretary for review. The
Corresponding Secretary will send the review results to the VFN Net
Manager for final approval and to make the announcement. Since the VFN
is limited to 150 members excluding “Life” and “Honorary” members, the
Net Manager will assign the approved application a number or place the
applicant on the waiting list on a first come, first served basis.
Section 4: Privileges.
VFN members shall have the privilege of full participation in all VFN
activities. VFN members who hold a valid net number will be given first
priority in the net call up. VFN applicants who have not been assigned
a net number will be given second priority in the net call up and
guests will be invited to check into the net at the conclusion of
member check ins. Comments will be called for in the order in which
stations checked in.
Section 5: Dues.
dues shall accompany the application for new members. Renewing members
dues shall be payable on or before the first day of July each year.
During the month of August, and no later than the first day of September,
the Treasurer shall send to the manager, a list of delinquent members.
The yearly amount for dues shall be established by the Board of
Directors with the approval of the majority of membership present by
roll call vote at an annual membership meeting.
Section 6: Termination of Membership.
Membership may be terminated by resignation.
Any member may resign from the VFN upon written notice to the
Corresponding Secretary. A membership will be considered lapsed and may
be terminated at the discretion of the Net Manager if the dues remain unpaid 35 days after the first day of the fiscal year, or may
be terminated at the discretion of the Net Manager if such member fails
to engage in net activities “on-the-air” at least five times per
month. Any member whose FCC License is suspended or revoked shall
have his membership in the VFN automatically terminated. The Board of
Directors, by a majority vote shall terminate membership of any member
whose conduct is considered detrimental to the principles and policies
of the VFN.
Section 7: Types of Membership.
Full Member: A
Full Member is any member holding an Amateur Radio License of any class
who has met all the qualifications as set forth herein, is current in
annual dues and holds a current member number between 1 and 150.
Honorary Member: A
person, not a regular member, who has performed a meritorious service
on behalf of Amateur Radio or the Virginia Fone Net or is deemed to be
eligible for some other reason may be proposed to become an Honorary
Member. An Honorary Member is not entitled to vote, be a member of the
Board, or make motions. An Honorary Member shall be exempt from paying
dues and not be assigned a member number who shall be recognized on the
net as “Honorary” in the manner in which “Guests” are recognized. A
member proposing someone for Honorary Membership shall submit the name
of that person and the justification for such membership in writing to
a member of the Board. The Board shall then review the application to
assure that the person meets the qualifications, and if determined to
be appropriate, submit the application at the next regular Net meeting.
An affirmative vote by a majority of those present is required for
Life Membership: Life
Membership can be conferred upon a Full Member who has rendered notable
service to the Net or Amateur Radio and has been a continuous Full
Member for a minimum of ten years. A Life Member shall be entitled to
all of the privileges and requirements of a Full Member, be listed on
the roster as a “Life” member instead of with a member number and shall
be exempt from paying dues. Life members shall not be counted in the
membership limit of 150 numbered members. Any member proposing another
Member for Life membership shall submit the name of the person and the
justification for such membership in writing to a member of the Board.
The Board shall review the application to assure that the person meets
the qualifications for such membership, and if determined to be
appropriate, submit the application at the next regular Net meeting. An
affirmative vote by a three quarters majority of those present is
required for acceptance.
Section 8: Reinstatement of Membership.
requesting reinstatement of membership must have 10 check-ins as a
guest within 90 days and be listed on a previous roster in the previous
five years. In and Out check-ins do not count while collecting
check-ins for membership reinstatement. Members requesting
reinstatement of membership shall be placed on the waiting list of
those who have been approved for membership when a number is not
Article III: Officers
Section 1: Officers.
VFN officers shall consist of the Net Manager, Assistant Net Manager,
Corresponding Secretary, Recording Secretary, and Treasurer. They shall
be elected at the VFN annual meeting convened in even years and serve a
two-year term or until such time as a replacement is duly named. The
officers shall comprise the Executive Committee. These officers shall
perform the duties prescribed by these bylaws and by the parliamentary
authority adopted by the Net.
Section 2: Net Manager.
Net Manager shall preside at all meetings of the VFN and of the Board,
shall uphold and implement the By-Laws, shall execute the lawful acts
of the VFN and Board of Directors, and shall have the duties and powers
normally expected of the office of Net Manager of the VFN in addition
to those particularly specified in these By-Laws. The Net Manager shall
appoint all committees unless otherwise ordered by an act of the Board
Section 3: Assistant Net Manager.
Assistant Net Manager shall have the duties and exercise the powers of
the Net Manager in case of the Net Manager’s absence. In addition, the
Assistant Net Manager shall be responsible for conducting an annual
audit of the VFN Book of Accounts which shall be accomplished by three
persons who are not current Board members. The Assistant Net Manager
will carry out such other VFN duties as prescribed by these By-Laws,
VFN policies and as directed by the Net Manager. The Assistant Net
Manager shall be responsible for assignment of Net Control Stations
(NCS) and compiling all net control records.
Section 4: Corresponding Secretary.
Corresponding Secretary shall have charge of all official
correspondence except that specifically assigned to another officer or
committee member in the By-Laws, or as assigned to another individual
by the Net Manager; shall notify new members of their membership and
furnish each with a copy of the By-Laws; shall send cards, on special
occasions, to individuals in the name of the VFN; shall be provided all
correspondence less than four years old by the preceding Corresponding
Secretary within two weeks of installation of officers of the VFN; and
carry out such other VFN duties as prescribed by these By-Laws, VFN
policies and as directed by the Net Manager.
Section 5: Recording Secretary.
Recording Secretary shall keep a complete record of all meetings of the
VFN and Board of Directors: shall arrange for meetings of the Board of
Directors; send notification of Board meetings to Board members and
minutes of previous Board meetings; shall receive applications for VFN
membership: shall in the absence of the Net Manager and Assistant Net
Manager, call a meeting to order and appoint a chairman pro tem: shall
keep a roll of the members of the VFN with their addresses and other
information and provide to members upon request; and shall carry out
such other VFN duties as prescribed by these By-Laws, VFN policies and
as directed by the Net Manager.
Section 6: Treasurer.
Treasurer shall bill for, collect, and receive all moneys due or
belonging to the VFN: shall deposit promptly all moneys received in a
bank approved by the Net Manager in the name of the VFN: shall disburse
all moneys as the Net Manager may direct. Only the Net Manager and
Treasurer will be authorized to withdraw funds from the VFN account.
The Treasurer shall report the condition of the finances of the VFN as
directed by the Board of Directors; make any special financial reports
as required by the Board of Directors: open the books to inspection by
the Board at any time. A member of the VFN may inspect the books at a
time and place convenient to the member and the Treasurer. The
Treasurer shall render an accounting of all moneys received and
expended during the fiscal year to the Audit Committee at the Annual
Meeting: shall provide the Net Manager with a list of delinquent
members by September 1st of
each calendar year: and carry out such other VFN duties as prescribed
by these By-Laws, VFN policies and as directed by the Net Manager.
Article IV: Board of Directors.
Section 1: Board of Directors
government and management of the VFN shall be entrusted to the Board of
Directors. The Board shall be comprised of the Net Manager, Assistant
Net Manager, Corresponding Secretary, Recording Secretary, Treasurer,
and three other VFN regular members elected as directors. The Net
Manager shall be chairman of the Board.
Section 2: Meetings.
Board of Directors may meet on the air during net time at the
discretion of the Net Manager, or upon written request by five Board
members. Five members of the Board shall constitute a quorum. Any
member of the VFN may examine any records or minutes of the Board. A
member who is not a member of the Board may speak at appropriate times
at such meetings. Board Meetings can be held in person or by electronic
means such as email provided all board members are notified and given
adequate opportunity to participate fully.
Section 3: Records.
Board of Directors shall cause to be prepared records of all actions
taken. Where such action(s) require a vote by the membership, that
action shall be read and voted on at the next VFN meeting. Disapproval
of any action by the majority of the members present on a roll call
vote shall result in disapproval of that action.
Section 4: Policies.
Board may, from time to time, establish VFN policy in accordance with
the powers herein given. Properly approved actions of the Board which
are of a permanent policy or annual policy nature, shall be maintained
by the Recording Secretary as a separate and up-to-date list of VFN
policies. New members shall be provided a copy of the By-Laws and
policies upon request. Updated policy statements shall be provided as
often as is necessary to assure that the latest Policy Statement
reflects the general nature of VFN activities.
Section 5: Annual Financial Statement.
Board shall cause to be prepared and distributed a detailed statement
of the financial condition of the VFN, a budget for the next year, and
other matters of interest to the members at the annual meeting. The
VFN’s fiscal year shall begin on the first day of July and end on the 30th day of June. The annual statement shall be available to each member upon request.
Section 6: Vacancies.
vacancy on the Board or among the officers which occurs during their
two-year term shall be filled by a majority vote of all the remaining
members of the Board, except that a vacancy in the office of Net
Manager shall be filled automatically by the Assistant Net Manager and
the resulting vacancy in the office of the Assistant Net Manager shall
be filled by the Board. Any officer who is appointed by the board or
any other Board of Director positions filled by the Board shall serve
the remainder of the term for which they are appointed.
Article V: Meetings
Section 1: Daily On-the-Air Meetings.
VFN shall meet twice daily on-the-air to include an early session
starting at 1600 hrs local time and a regular session starting at 1930
hrs local time on or near the frequency of 3947 KHz. These on-the-air
meetings will be for the purpose of making official and unofficial
announcements, handling traffic and conducting net business. If the
Federal Communications Commission (FCC) should take an action that
preempts use of the times or frequency specified above, the Board of
Directors will meet and decide on alternate times and frequency for the
daily on-the-air meetings of the VFN. At the next annual meeting, the
Board will propose permanent changes as necessary and publish the
changes as VFN policy. The daily on-the-air meetings shall be directed
by a Net Control Station (NCS) or an alternate. Appointment of NCS and
alternate NCS shall be made by the Assistant Net Manager. (Elected
officers are encouraged to assume the duties of the NCS in the absence
of the appointed NCS or alternate NCS). To provide a participation
balance between the 150 members, the net call up shall begin with net
number 1 on even days and with net number 150 on uneven days. Net
numbers do not have any special significance other than to provide for
orderly net call up by the NCS.
Section 3: Annual Meeting.
annual meeting shall be held prior to the last day of the VFN’s fiscal
year which ends on June 30. The Net Manager shall appoint a committee
to select a date and location for the annual meeting. A majority vote
of the Board shall be necessary to approve the plan for the annual
meeting. The annual meeting shall conduct VFN business as directed by
the Net Manager who shall preside.
Section 4: Special/Formal Meetings.
special/formal meeting of the VFN membership may be called by the Net
Manager or by written instruction of five Board members to the
Recording Secretary. Notice of all special/formal meetings of the VFN
membership shall be communicated to all members stating the time, place
and nature of the meeting.
Section 5: Order of Business.
meetings of the VFN membership, the order of business, so far as the
character and nature of the meeting may permit, shall be as follows:
Meeting Call to Order
Minutes of previous meetings read by Recording Secretary
Social Correspondence Reported by Corresponding Secretary
Standing Committee Reports
Special Committee Reports
Old Business (Membership comments)
New Business (Membership comments)
The Net Manager shall have the option to change the order of business to accommodate special conditions.
Section 6: Conduct of Business
rules contained in the current edition of Robert's Rules of Order Newly
Revised shall govern the VFN meetings in all cases to which they are
applicable and in which they are not inconsistent with these bylaws and
any special rules of order the Club may adopt.
Section 7: Quorum
full members as described in Article II, Section 8, shall constitute a
quorum at any meeting of the VFN membership. A simple majority of the
Board of Directors shall constitute a quorum.
Article VI: Committees
Section 1: Audit Committee
Audit Committee comprised of three members in good standing shall be
appointed by the Net Manager at least 30 days prior to the annual
meeting. Such appointments shall be announced on two regular sessions
of the On-The-Air sessions to cover both the early and regular
sessions. A report of their findings shall be reported to the VFN
members at the annual meeting.
Section 2: Nominating Committee
Nominating Committee shall be appointed by the Net Manager 60 days
prior to the annual meeting and announced on two regular sessions of
the On-The-Air meetings of the VFN covering both the early and regular
sessions. The Nominating Committee shall report a slate of officers
prior to the even year elections and a slate of directors prior to the
odd year elections.
Section 3: Estate Committee
Estate Committee composed of a Chairperson, a Director, the Treasurer
and two other members shall be appointed by the Board at the first
Board Meeting following the Annual Meeting. This Committee shall act
upon notification that a Virginia Fone Net member becomes deceased
(Silent Key). The charge to the committee is to assist the family of
the Silent Key (with written permission of the family or estate
executor) in disposing of any amateur radio or related equipment to the
best benefit of the family of the Silent Key. If the activity is
undertaken by the Estate Committee, a complete inventory of such
equipment should be made, with fair current market values assigned, and
a subsequent full accounting made to the family or estate, following
any action taken with respect to disposal of the inventory. This
committee will maintain an up-to-date inventory of all items received
and being held for disposal. A copy of this inventory shall be provided
to the Recording Secretary for distribution to the membership who shall
have the first right to acquire such items prior to any public effort
of disposal. The committee's written report shall be submitted to the
VFN membership at the Annual Meeting.
Section 7: Other Committees
other committees, standing or special, shall be appointed by the Net
Manager as the Board shall from time to time deem necessary to carry on
the work of the organization. The Net Manager shall be an ex officio
member of all committees except the Nominating Committee. An appointed
committee's written report shall be submitted to the Board for its
approval at the termination of its charge.
Article VII: Elections
Section 1: Nominations.
shall be made by the Nominating Committee who shall report a slate of
officers prior to the even year elections and a slate of directors
prior to the odd year elections. Current members of the Board shall not
be eligible for membership on the Nominating Committee. Following the
report of the Nominating Committee, nominations from the floor must be
opened. A member so nominated must indicate acceptance of the
nomination and ability to serve prior to the vote being recorded.
Section 2: Board Elections.
election on odd years of three members to serve for two years on the
Board of Directors shall be by ballot. No member shall be elected in
absentia without his/her written permission. No member shall serve more
than two consecutive full terms in the same position.
Section 3: Past Net Manager.
outgoing Net Manager shall serve as a ninth member of the Board of
Directors for the ensuing term. Should the position be refused by the
outgoing Net Manager, the Board of Directors shall not have a ninth
Section 4: Officer Elections.
members shall be elected on even years by ballot of members to serve
for two years in the positions of Net Manager, Assistant Net Manager,
Corresponding Secretary, Recording Secretary, and Treasurer. Officers
shall be invested into office at the Annual Meeting in which they are
elected. No member shall be elected in absentia without his written
Article VIII: Amendments
proposed amendments to the Charter (Articles of Incorporation) or to
these bylaws shall be submitted to the Secretary in writing. The Net
Manager shall have the proposed changes read at the next VFN annual
meeting. All members shall be notified that changes in the Charter or
bylaws will be acted on at the VFN annual meeting in the call for the
meeting. At this specified meeting, the proposal shall be voted upon
and, upon receiving the required vote; the Charter or By-Laws shall be
amended. The Secretary and Net Manager shall give proper notice to the
State Corporation Commission regarding Charter changes.
Article X: Dissolution
for dissolution shall follow the same procedure as for amending the
Charter. Upon enactment of the motion for dissolution, the full members
present shall appoint a board of three trustees. These trustees shall
take charge of all the assets of the Corporation, including money and
property, dispose of the saleable assets, and make final payment of all
debts of the corporation. They shall notify the State Corporation
Commission and the Internal Revenue Service of the dissolution and
shall make final payment to these agencies. Within one year from the
date of enactment of the motion of dissolution, any residue of assets
of the Corporation shall be turned over to the American Radio Relay
League, Inc., Newington, Connecticut, an organization exempt from
taxation with the meaning of Section 501 (c) (3) of the Internal
Revenue Code, for purposes consistent with those described in Internal
Revenue Code Section 501 (c) (3).
the American Radio Relay League, Inc., Newington, Connecticut, refuse
the distribution, or not be tax exempt within the meaning of Section
501 (c) (3) of the Internal Revenue Code, or the corresponding section
of any future federal tax code, the assets of the Corporation, shall be
distributed to the federal government, or to a state or local
government, for a public purpose. Any such assets not so disposed of
shall be disposed of by the Circuit Court of the City or County, Courts
of Competent Jurisdiction (Courts of Common Pleas) in which the
principal office of the Corporation is then located, exclusively for
such purpose or to such origination or organizations, as said Court
shall determine, which are organized and operated exclusively for such
These Bylaws of the Virginia Fone Net, Inc. were adopted by unanimous
vote of the general membership of the corporation on a reading at the
VFN Annual Meeting on __ ___________________.
There were ___________members present who constituted a quorum.
__/S/_________________, Corresponding Secretary
__/S/_________________, Net Manager