Article I: General
The 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.
Membership 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 of Virginia.
Section 2: Candidacy.
Each 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 net.
Section 3: Election to Membership.
Application 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.
All VFN members shall have the privilege of full participation in all VFN activities, except that the right to serve on the Board of Directors shall be restricted to members who are residents of the State of Virginia. 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.
Membership 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 acceptance.
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.
Individuals 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 immediately available.
The 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.
The 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 of Directors.
Section 3: Assistant Net Manager.
The 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.
The 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.
The 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.
The 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
The 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.
The 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.
The 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.
The 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.
The 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.
Any 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.
The 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.
The 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.
A 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.
At 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
The 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.
Twenty-five 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.
An 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.
Such 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 l: Nominations.
Section 2: Board Elections.
An 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.
The 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 member.
Section 4: Officer Elections.
Five 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 permission.
Article VIII: Amendments
All 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.
Procedure 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).
Should 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 purposes.
ATTEST: 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