Constitution and ByLaws
Article I - Name, Purpose, and Geographic Coverage
Section 1. The Upper New York Repeater Council, Inc. ("UNYREPCO") 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 UNYREPCO shall be as specified in the Articles of Incorporation as follows:
To operate exclusively for the charitable, educational, and scientific purposes, so as to entitle the corporation to exemption under the provisions of NY State Not-For-Profit corporate law, as applicable, 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.
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 UNYREPCO will include regions which the Executive Committee may designate from time to time.
Section 3. UNYREPCO is a representative membership organization which operates under an Executive Committee to serve and support the frequency coordination needs of the Amateur Radio repeaters operating in its area. The services of UNYREPCO are open to every repeater owner, operator, trustee, or applicant for coordination, whether or not the repeater is represented by a member of UNYREPCO.
Section 4. Coordinations will be issued or denied based solely upon predicted interference potential to previously coordinated and currently operating systems. Size of membership; affiliation to 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 UNYREPCO shall be designated by the Executive Committee. The initial registered corporate office and mailing address shall be 225 Dorothy St. Endicott, New York 13760.
Section 6. The term of existence of UNYREPCO shall be perpetual.
Section 7. UNYREPCO 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 (both Federal and State).
Article II - Membership
Section 1. Membership in UNYREPCO shall be open to all repeater owners, operators, trustees, applicants and other interested licensed Amateur Radio Operators in the regions served by UNYREPCO.
Section 2. The membership shall have representation from each region served by UNYREPCO as set forth in Article I, Section 2 and shall meet at least annually.
Section 3. The membership shall elect five officers to serve as members of the Executive Committee.
Section 4. Voting membership in UNYREPCO shall be based upon the following:
Organizations with 2-99 members:
Organizations with 100+ members:
One (1) vote
Two (2) votes
Five (5) votes
Section 5. Dues for membership shall be determined by the Executive Committee with the initial annual dues structure established as follows:
Organizations with 2-99 members:
Organizations with 100+ members:
All dues must be received prior to the start of a meeting. Non-payment of such dues shall be cause for cancellation of membership in UNYREPCO.
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. A UNYREPCO member may be removed for cause (e.g. illegal conduct) by a majority vote of the membership in attendence 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 the Rules of Civil Procedure will not apply to removal proceedings.
Article III - Members of the Executive Committee
Section 1. The officers of UNYREPCO shall be President, Vice President, Second Vice President, Secretary, and Treasurer. These officers shall constitute the Executive Committee.
Section 2. Officers are elected for a term of two (2) years by plurality vote of the general membership at the annual meeting.
Section 3. Except as required, when electing an officer to fill an unexpired term, newly elected officers will start their terms of office effective six (6) months after the election at the annual meeting.
Section 4. No officer may hold his/her office for more than five (5) consecutive terms.
Section 5. To fill vacancies in the elected offices of the Executive Committee, the President at the annual meeting of each year shall appoint a special nominating committee of three (3) members. Recommendations of this committee shall be made to the Executive Committee. Provisions for write-in candidates shall be included on all ballots. Ballots will be counted and newly-elected officers will be declared at the annual meeting and take office six months later.
Section 6. Executive Committee 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 UNYREPCO, a special meeting may be ordered on the removal of a member of the Executive Committee. Any UNYREPCO member removed pursuant to Article II, Section 8 shall automatically also be deemed removed from any elected and/or appointed UNYREPCO positions held by that member.
Article IV - Duties of Officers and Executive Committee
Section 1. It shall be the duty of the Executive Committee to oversee the routine business of UNYREPCO and carry out the purposes set forth in this Constitution and By-Laws. The Executive Committee may take and/or ratify all actions not otherwise in conflict with the UNYREPCO Constitution and By-Laws or any applicable statute or regulation promulgated by any governmental body having jurisdiction over UNYREPCO activities.
Section 2. The President shall preside at all meetings of the Executive Committee and conduct the same according to the rules adopted, sign all official documents that are adopted by UNYREPCO and perform the duties customary to the office. The President shall appoint, and if necessary remove, with the concurrence of the majority of the Executive Committee, such committee members, and other positions as are deemed necessary for the conduct of UNYREPCO 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 UNYREPCO records to his/her successor or as otherwise directed by the President.
Section 3. The Vice President 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 the Executive Committee. The Vice President shall also have primary responsibility for the administration of communication between the membership, Executive Committee, committees, applicants, and outside organizations. At the expiration of the Vice President's term of office, he/she shall turn over all UNYREPCO records to his/her successor or as otherwise directed by the President.
Section 4. The Second Vice President shall assume all duties of the President in the absence of the President and Vice President and assume all other duties which may be delegated to him/her by the President and/or the Executive Committee. The Second Vice President shall also have primary responsibility for the administration of frequency coordination activities. At the expiration of the Second Vice President's term of office, he/she shall turn over all UNYREPCO 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 UNYREPCO and its Executive Committee, keep a roll of members and manage correspondence necessary for the activities of the Executive Committee and committees. The Secretary or his/her designee shall maintain official copies of the UNYREPCO Constitution and By-Laws at each regular and special meeting of the membership and Executive Committee. The Secretary shall have primary responsibility for maintaining a current database of all UNYREPCO members, coordinated repeaters, UNYREPCO mailing list, and other data as directed by the President. The Secretary shall also assume all duties which may be delegated to him/her by the President and/or Executive Committee. At the expiration of the Secretary's term of office, he/she shall turn over all UNYREPCO records to his/her successor or as otherwise directed by the President.
Section 6. The Treasurer shall receive, disburse and record all monies of UNYREPCO and maintain accurate accounts of all money and assets of UNYREPCO. He/She shall maintain one or more bank checking and/or savings accounts as directed by the Executive Committee. All disbursements in excess of $100.00 shall require the prior approval of the Executive Committee and bear the signature of the President, or other 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. Within a reasonable time following the end of each fiscal year (ending December 31st) the Treasurer shall submit all of UNYREPCO's finances for audit as directed by the Executive Committee. At the expiration of the Treasurer's term of office, he/she shall turn over all UNYREPCO records to his/her successor or as otherwise directed by the President.
Article V - Meetings
Section 1. A general meeting of the full UNYREPCO membership shall be held on an annual basis at a time and place announced by the President to the general membership by mail sent at least one (1) month in advance. Separate annual meetings shall also be held in each UNYREPCO Region and announced by the President in a similar fashion. The general membership meeting may be combined with a regional meeting if so designated by the Executive Committee. The Executive Committee may also modify the meeting schedule or combine regional meetings in the interest of efficiency or for other valid purposes, provided that a general membership meeting is held no less than annually.
Section 2. A special meeting may be called by the President upon the written request of any twenty (20) members of UNYREPCO. Such meetings shall require that written notice be sent to all 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 Committee shall meet at least two (2) times per year at such time and place as is announced by the President by mail at least thirty (30) days in advance. Executive Committee meetings may, but are not required to, be held before or after any regional or general meeting of UNYREPCO. Three (3) members of the Executive Committee are required for a quorum.
Article VI - Duties of Frequency Coordination Committee
Section 1. Frequency Coordination Committee members shall be appointed and may be removed by the Second Vice President. The Second Vice President may appoint as many Frequency Coordination Committee members as he/she determines will best serve the needs of the UNYREPCO membership and the Amateur Radio community. All Frequency Coordination Committee members shall serve on the Frequency Coordination Committee, the chairman of which shall be appointed by the Second Vice President.
Section 2. All candidates for the position of Frequency Coordination Committee member shall provide to the chairman satisfactory proof of requisite technical training and experience to perform the duties of the office.
Section 3. The Chairman and the applicable member from the UNYREPCO Regions (Article I, Section 2) shall review applications for frequency coordination based solely upon the principles set forth in Article I, Section 4 of this Constitution and By-Laws and the procedures, engineering data, and criteria established in the current UNYREPCO Coordination Policy.
Section 4. The recommendations of the Frequency Coordination Committee to deny or approve any application for frequency coordination, with or without modification or limitation, shall be reviewed by the Secretary who is authorized to render a decision to the applicant.
Article VII - Requests for Review, Mediation, and Arbitration
Section 1. Any applicant or other interested party may submit a written Request for Review of the Secretary's decision to the President within ninety (90) calendar days of such decision. The Executive Committee will review the decision of the Secretary DE NOVO within ninety (90) calendar days of receipt of the Request for Review. All applicants and other interested parties shall be entitled to submit to the Executive Committee for consideration any written or verbal statements bearing on the decision. All applicants and other interested parties shall be entitled to be represented before the Executive Committee 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 UNYREPCO 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 UNYREPCO members or applicants may also agree to utilize these procedures.
Section 3. At any time, any applicant, UNYREPCO member, or other interested person may request mediation in an effort to amicably resolve any dispute concerning repeater coordination in the UNYREPCO 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 UNYREPCO, any voluntary agreement reached through mediation shall be binding on 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 UNYREPCO, 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 within ninety (90) days of the date of the final decision of the Executive Committee or the termination date of mediation efforts by the parties; whichever is later. Binding arbitration is mandatory for all UNYREPCO applicants or members and is optional for other interested persons who are not UNYREPCO applicants or members. Persons participating in binding arbitration hereunder are generally barred from seeking judicial review of the final decision of the Executive Committee and may only seek judicial review of the decision of the Arbitrators based on allegations of fraud, bias, illegality or other limited grounds available under applicable state law.
Section 6. Arbitrations involving disputes between UNYREPCO 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 UNYREPCO Executive Committee.
Section 7. In two (2) party disputes, each party shall select one (1) arbitrator within thirty (30) days of receiving notice to appoint from UNYREPCO. 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 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 UNYREPCO.
Section 8. In multi-party disputes, each party shall select one (1) arbitrator within thirty (30) days of receiving notice to appoint from UNYREPCO. 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 Evidence 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 UNYREPCO. In the event that there are an odd number of parties to the dispute, UNYREPCO 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 - Amendments
Section 1. Proposals for amendments to this Constitution and By-Laws shall be submitted in writing at least sixty (60) days prior to an annual meeting of UNYREPCO. Upon motion approved at such meeting, proposals for amendments shall be adopted upon two-thirds (2/3) affirmative vote of the members at the annual meeting.
Article IX - Rules
Section 1. Simplified Rules of Order shall govern proceedings at UNYREPCO meetings; a copy of which shall be in the possession of the Secretary or his/her designee.
Article X - Savings Provision
Section 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 November 16, 1996