- Articles Of Incorporation
ARTICLES
OF INCORPORATION OF
NATIONAL
FREQUENCY COORDINATORS’ COUNCIL, INC.
ARTICLE I.
The name of the corporation is National Frequency Coordinators’ Council, Inc.
The period of its duration is perpetual.
ARTICLE IV.
(1) To facilitate the exchange of information and general
cooperation between members, the
American Radio Relay League, Inc. (ARRL), and any legislative or
regulatory arm of the federal government pertaining to the Amateur Radio
Service, and specifically the coordinated use of repeaters and other relay
devices and systems, and amateur stations using shared bands utilized by
fixed-station repeater and relay devices and systems. Such information would
include such things as lists of frequency coordinators; proposed and current
policies, procedures and regulations pertaining to coordinator certification,
decertification, and succession of coordinators; proposed and current federal
policies affecting amateur radio systems operations; pending and current FCC
submissions and determinations, including Petitions for Rule Making, Notices of
Proposed Rule Making, and Report and Order releases affecting amateur radio
repeater and relay systems and the cooperative coordination of the same for
interference avoidance.
(2) To promote responsible coordination
and/or use of amateur radio operations at any frequencies authorized for
repeater or other unattended operations, where such operations are present, and
provide a service to the amateur radio population in the given area.
(3) To facilitate arbitration of
disputes involving amateur radio frequency coordination. The corporation will
accomplish this by encouraging local resolution of disputes as well as
appointment of arbitrators to conduct binding arbitration in accordance with
the American Board of Arbitration procedures; the costs of such to be borne by
the parties to the arbitration.
(4) To provide educational opportunities for individual amateur radio operators and groups with an interest in frequency coordination, repeater operation, and to provide community service and other activities of a charitable, scientific, and educational nature; to erect, own, lease, furnish, and manage any building, buildings, or set of buildings to be used in whole or part for such community service and for the administration of the corporation; to receive contributions in money, labor, personal property, legacies, and bequests of whatever kind or nature; to own and acquire real estate; to sell real estate acquired and to give good and sufficient deeds therefore; to borrow money and to give as security therefore property owned by this corporation; to make investments with funds in its possession in such securities as are authorized under the statutes of Nebraska for trust companies; to make and invest its assets in such authorized securities; to maintain and manage any building, buildings, or set of buildings and the like under such names as the board of directors shall adopt for such; to employ such management and help as is necessary to maintain such building or buildings; and to do everything necessary, proper, advisable or convenient for the accomplishment of the purposes hereinabove set forth, and to do all other things which are not forbidden by the laws of the State of Nebraska, or by these Articles of Incorporation.
ARTICLE V.
The powers of the corporation shall
be to include all the powers and privileges granted to non-profit corporations
by the laws of the State of Nebraska, provided the corporation exercises only
those powers and privileges which are reasonably necessary for the attainment
of the express purposes of the corporation, and then only to the extent that
such powers and privileges are allowed to be exercised by organizations exempt
from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code
of 1954 (or the corresponding provisions of any future United States internal
revenue law).
ARTICLE VI.
No part of the net earnings or
property of the corporation shall inure to the benefit of or be distributable
to its members, directors, officers, or other private persons, except that the
corporation shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in furtherance of
the purpose set forth in Article IV hereof.
No substantial part of the
activities of the corporation shall be carrying of propaganda, or otherwise
attempting to influence legislation, and the corporation shall not participate
in or intervene in any political campaign (including the publishing or
distribution of statements) on behalf of any candidate of public office.
Notwithstanding any other provision
for these Articles, the corporation shall not carry on any other activities not
permitted to be carried on (a) by a corporation exempt from federal income tax
under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future U.S. internal revenue law), or (b) by a
corporation, contributions to which are deductible under Section 170 (c) (2) of
the Internal Revenue Code of 1954 (or the corresponding provision of any future
U.S. internal revenue law).
Other provisions of these articles
of incorporation notwithstanding, the corporation shall not engage in any act
of self dealing as defined in Section 4941, subdivision (d) of the Internal
Revenue Code of 1954, or corresponding provisions of any subsequent federal tax
laws; nor retain any excess business holdings as defined in Section 4943,
subdivision (c) of the Internal Revenue Code of 1954, or corresponding
provisions of any subsequent federal tax laws; nor make any investments in such
manner as to subject it to tax under Section 4944 of the Internal Revenue Code
of 1954, or corresponding provisions of any subsequent federal tax laws; nor
make any taxable expenditures as defined in Section 4945, subdivision (d) of
the Internal Revenue Code of 1954, or corresponding provisions of any
subsequent federal tax laws.
The corporation shall distribute its
income for each taxable year at such time and in such manner as not to become
subject to the tax on undistributed income imposed by Section 4942 of the
Internal Revenue Code of 1954, or corresponding provisions of any subsequent
federal tax laws.
ARTICLE VII.
In the event of dissolution of the
corporation, the board of directors shall, after paying or making provisions
for the payment of all of the liabilities and obligations of the corporation,
dispose of all of the assets of the corporation exclusively for one or more of
the purposes of the corporation in such a manner as shall at the time qualify
under Section 501 (c) (3) of the Internal Revenue Code of 1954, or
corresponding provisions of any subsequent federal tax laws, or to such
organization or organizations organized and operated exclusively for charitable
or educational purposes as shall at the time qualify as an exempt organization
under Section 501 (c) (3) of the Internal Revenue Code of 1954, or
corresponding provisions of any subsequent federal tax laws, or to the federal
government, or to a State or local government, for a public purpose, as the
board of directors shall determine.
ARTICLE VIII.
The corporation shall have one or
more classes of members. The designation
of such class or classes, the manner of election or appointment, and the
qualifications and rights of the members of each class shall be set forth in
the corporation's bylaws and shall conform to these articles.
ARTICLE IX.
The number of directors constituting
the initial board of directors shall be five.
Thereafter, the number of directors shall be set by the bylaws of the
corporation, but shall in no case be less than three. The directors and officers shall be elected
or appointed in the manner and for the terms prescribed in the bylaws. Any director or officer may be removed by the
affirmative vote of the majority of the directors of the corporation at any
special meeting called for that purpose.
The bylaws may provide for ex officio members of the board of directors.
ARTICLE X.
The address of the initial
registered office of the corporation in the State of Nebraska is 2340 North 64
Street, Omaha, Douglas County, Nebraska 68104, and the name of its registered
agent at such address is John Gebuhr.
ARTICLE XI.
The names and addresses of both
incorporators are John Gebuhr, 2340 North 64 Street, Omaha, Douglas County,
Nebraska 68104, and Brian Zdan, 4817 Douglas Street, Omaha, Douglas County,
Nebraska 68132.
ARTICLE XII.
These Articles of Incorporation may
be amended at any annual membership meeting of the corporation or at any
special membership meeting, notice of which special meeting shall have been
given in writing by mail (electronic or postal) to the members of the
corporation at their last known addresses at least ten days prior to such
meeting, and such notice shall specify the time, place, and purpose of said
special meeting.
ARTICLE XIII
The private property of the members,
directors, and officers of the corporation shall not be subject to payment of
corporate debts to any extent whatever.
These Articles of Incorporation
shall take effect on the day that they are filed with the Secretary of State.
The undersigned, being the
incorporators hereinbefore named, for the purpose of forming a corporation
under the Nebraska Nonprofit Corporation Act, do hereby adopt and sign these
Articles of
Incorporation this7th day of December, 2007.
______________________________
Incorporator
______________________________
Incorporator
