NAME AND PURPOSE
1.1 NAME.  The name of the corporation is TEXAS VHF-FM SOCIETY, INC. and
    may be hereinafter referred to as the Society.
1.2 PURPOSE.  The purpose of this Society is to establish an educational,
    benevolent, eleemosynary, non-profit organization of members, and
    1.2.1  To render public service through Amateur radio, and
    1.2.2  To gather and disseminate information concerning Amateur radio
           operation in the frequency modulation mode and repeater
           operation, and
    1.2.3  To coordinate efforts and establish standards in regard to
           repeater systems and associated functions, and
    1.2.4  To associate with groups similarly constituted in order to
           broaden the scope and function of Amateur radio as a service
           in the public interest, convenience or necessity, and
    1.2.5  To encourage experimentation by the Society members in advanced
           techniques in the use of repeaters in order that the general
           technical excellence of repeater systems shall be improved, and
    1.2.6  To place emphasis on maintenance of communication with Society
           members through meetings and bulletins distributed to members,
           and
    1.2.7  To insure the orderly and efficient use of the radio spectrum
           available to repeater systems by providing frequency
           coordination services to amateur radio operators throughout
           the State of Texas.

MEMBERS
2.1     MEMBERSHIP.  Membership in this Corporation will be in eight (8)
    classes:  General Membership, Vested Membership, Associate Membership,
    Family Membership, Affiliated Group Membership, Honorary Membership,
    Honorary Life Membership, Life Membership, and Family Life Membership.
    2.1.1  GENERAL MEMBERSHIP.  General membership shall be granted to
           anyone holding a current Amateur radio operator's license of
           any class, upon application and payment of dues.
    2.1.2  VESTED MEMBERSHIP.  Vested Membership will automatically be
           granted to repeater trustees upon assignment of a frequency
           coordination.  This is in recognition of the fact that the
           actions of the Society can have an impact on repeater trustees.
           Vested Members are not eligible to vote in the General Meeting
           unless they are also a General Member.  Criteria for a repeater
           trustee are defined in Part II of the Texas VHF-FM Society
           Standards for Frequency Coordination.
    2.1.3  ASSOCIATE MEMBERSHIP.  Associate Membership shall be granted
           to any unlicensed individual upon application and payment of
           dues.
    2.1.4  FAMILY MEMBERSHIP.  Family Membership shall be granted to
           licensed members of a General or Life Member's family upon
           application and payment of dues.
    2.1.5  AFFILIATED GROUP MEMBERSHIP.  Affiliated Group Membership may
           be granted to Organized Groups with interests similar to those
           of the Society, upon application and payment of dues. 
           Affiliated Group Membership does not confer General Membership
           upon individuals of the affiliating group.
    2.1.6  HONORARY MEMBERSHIP.  Honorary Membership may be granted to
           individuals who have performed meritorious service for Amateur
           radio or the Society.
           2.1.6.1  Honorary Membership for any period less than the life
                    of the recipient may be granted by a majority vote of
                    the Board of Directors.
    2.1.7  HONORARY LIFE MEMBERSHIP.  Honorary Life Membership may be
           granted by a majority vote of a quorum of voting Members upon
           recommendation of the Board of Directors.
    2.1.8  LIFE MEMBERSHIP.  Life Membership shall be granted to anyone
           holding a current Amateur radio operator's license of any class
           and payment of Life Membership dues.
    2.1.9  FAMILY LIFE MEMBERSHIP.  Family Life Membership shall be
           granted to any licensed family member of a Life Member's family
           upon the payment of Family Life Membership dues.
    2.1.10  AFFILIATED GROUP LIFE MEMBERSHIP.  Affiliated Group Life
           Membership may be granted to organized groups with interest
           similar to those of the Society, upon application and payment
           of life dues.  Affiliated Group Life Membership does not confer
           General Membership upon individuals of the affiliated group.
2.2     TERM OF MEMBERSHIP.  Except for Honorary Membership, Honorary Life
    Membership, Life Membership and Family Life Membership, the term of
    membership is concurrent with the fiscal year.
2.3     TERMINATION OF MEMBERSHIP.  Membership will be terminated by non-
    payment of dues, following a one hundred twenty (120) day grace
    period.

DIRECTORS
3.1     DIRECTORS.  The Society shall be managed by a Board of Directors. 
    They shall be responsible for conducting all society business between
    General Membership meetings.
    3.1.1  NUMBER OF DIRECTORS.  There shall be nine (9) Directors.
    3.1.2  ELECTION OF DIRECTORS. Candidates for this election will be
           selected from the Membership, excluding Associate and Affiliated
           Group Members, and presented to the membership via the Society's
           Web site and at the last meeting of the fiscal year (Summer Meeting)
           by a nomination committee appointed by the President, or in his
           absence the Chairman of the previous general meeting. Additional
           candidates may be proposed by any Member present at this Summer
           meeting or via the web site after June 1st. Any eligible member
           desiring to vote in advance of the Summer Meeting may do so via
           the Society's web site. Any member who casts a ballot via the web
           site shall be deemed ineligible to vote in person at the Summer
           Meeting. Voting via the web site shall begin on July 1, and shall
           continue until seven (7) days before the Summer meeting. Nomination
           shall remain open during this time, and shall be posted to the web
           site no later than three days after receipt by the election committee.
           Votes cast via the web site shall only be for candidates that have been
           nominated and posted at the time of casting the ballot, and subsequent
           nominations shall not be a reason to allow voiding of a ballot. Election
           shall be by a plurality vote of the voting Members present at this
           Summer Meeting and the ballots cast via the web site. Not more than five
           (5) Directors shall be elected each year unless unexpired and vacated
           terms are to be filled, in case the maximum number of Directors elected
           will be five plus the number of unexpired and vacated terms to be
           filled.
    3.1.3  DIRECTORS TERM OF OFFICE.  Directors will serve for a two (2)
           year term.

OFFICERS
4.1     PRINCIPAL OFFICERS.  The principal officers of the Society shall be
    selected from the Board of Directors.  They shall be President,
    Vice-President, Secretary, Treasurer, and Editor.  These officers
    shall be elected by the Directors annually, immediately following the
    last meeting of the fiscal year and shall take office at that time.
4.2     PRESIDENT.  The President shall preside at all meetings of the Society
    membership and all Director's meetings.  He shall be an ex-officio
    member of all Society committees.  He must sign all authorized
    contracts and other obligations and undertakings in the name of and
    on behalf of the Society.  He shall be the principal officer of the
    Society and shall have general charge of and supervision of the
    Society's affairs.  He shall perform such other duties as may from
    time to time be assigned him by the Board of Directors.  The President
    may delegate any specific signatory power to another Director.
4.3     VICE-PRESIDENT.  At the request of the President, or in the event of
    his absence or disability, the Vice-President shall perform any and
    all duties of the President.  The Vice-President shall have other
    powers and perform such other duties as the Board of Directors may
    from time to time assign.
4.4     SECRETARY.  The Secretary shall attend, and disseminate the minutes
    of, all meetings of the Society membership and of the Board of Directors.
    He shall promptly disseminate such minutes to each Director, following each
    membership or Director's meeting.
    4.4.1 The Secretary shall keep reports on all meetings of the committees of
          the Society and shall issue notice to the society membership of all
          membership meetings at least thirty (30) days in advance of each
          meeting.  Publication in the Society's NEWS, on the Society website,
          or other electronic means shall be considered such notice.
    4.4.2 In general, perform all duties incident to the office of Secretary,
          subject to the control of the Society.
    4.4.3 Keep a current list of Society membership, and shall supply such
          list to each Director.
    4.4.4 Keep the Charter, Articles of incorporation, and By-Laws
          and have them with him at all meetings.  He will cause all
          amendments, changes, and additions to be noted therein and will
          permit the same to be consulted by members on request.
    4.4.5 Record Retention.  The Secretary shall maintain Society records as
          follows:
             Charter: Indefinitely
             By-Laws and amendments to by-laws: Indefinitely (ref. para. 4.4.4)
             Address of Record: Indefinitely
             All Internal Revenue Service correspondence: Indefinitely (This
                especially includes our determination of 501c3 status.)
             All State of Texas correspondence: Indefinitely
             All documents concerning Legal Proceedings: Indefinitely
             Minutes of Meetings: 5 years
             Financial records: 5 years
             Society correspondence: 2 years (longer at the discretion of the
                Secretary)
             Society publications: NEWS: Indefinitely, Repeater Directory: 2 years
4.5     TREASURER. The Treasurer will have control of all funds of the Society
    subject to such regulations as may be prescribed by Society membership.
    The Treasurer may endorse on behalf of the Society for collection, checks,
    notes, and other obligations and shall promptly deposit the same and any
    other receipts received in cash in such banks or other depositories as shall
    be designated by the Society.  The Treasurer shall enter regularly on the
    books of the Society, to be kept by him for that purpose, full and accurate
    accounts of all monies and property received, and all monies and obligations
    paid or incurred for the account of the Society and shall exhibit such books
    for inspection to the Board of Directors at all reasonable times.
    4.5.1 The Treasurer shall also provide a report of the current financial
          condition of the Society at each Society meeting.  He will, at the end
          of his term of office, relinquish to his successor everything in his
          possession belonging to the Society.
    4.5.2 Bank account signatory authority shall be limited to the President,
          Vice-President, and Treasurer.
    4.5.3 The Society shall maintain a fidelity bond for the President,
          Vice-President, and Treasurer.
    4.5.4 The Treasurer shall maintain such contact as is necessary with the
          Internal Revenue Service.  In particular, he shall submit IRS form 990
          as required.
4.6     EDITOR.  The Editor shall be responsible for publication of the organ
    adopted by the Society.  In this respect, he will coordinate
    dissemination of Society news, information and education.  He will
    chair the Publications Committee and select committee members.
4.7     VACANCIES.  In the event of death or resignation or inability to
    serve of any Director, the remaining Directors shall appoint a
    replacement from the Membership, excluding Associate and Affiliated
    Group Members, to serve in the vacated position until the next meeting
    of the Society Membership.  In the event of the death or resignation
    or inability to serve of any principal officer prior to the expiration
    of the term for which he was elected, the Directors shall fill the
    vacancy from the remaining Directors.
4.8     REMOVAL FROM OFFICE.  Any officer may be removed from office for
    conduct deemed detrimental to the Society or to Amateur radio,
    following a hearing before the Board of Directors, a unanimous
    recommendation of the Board of Directors (excepting that officer in
    question), and a majority vote of the voting Membership taken by mail
    ballot.  Only those ballots return postmarked within twenty (20) days
    of their mailing will be counted.

COMMITTEES
5.1     COMMITTEES.  Committees shall be authorized by the Board of Directors
    as required and shall serve for a period not to exceed two (2) years.
5.2     STANDING COMMITTEES.  There shall be at least four (4) standing
    committees:  Publications, Technical, Frequency Coordination, and Database.
    5.2.1  PUBLICATIONS COMMITTEE.  The Publications Committee shall write
        and publish the society organ, the Texas VHF-FM Society NEWS.
    5.2.2  TECHNICAL COMMITTEE.  The Technical Committee will investigate
        methods and techniques designed to bring to fruition plans
        formulated by the Board of Directors.
        5.2.2.1  The Technical Committee shall be chaired by a Technical
                 Coordinator selected by the Board of Directors each two
                 (2) years.  He may be selected to succeed himself.
        5.2.2.2  The Technical Committee should be composed of a
                 representative selected by each Affiliated Group, and
                 such others as the Technical Coordinator may select.
    5.2.3  FREQUENCY COORDINATION COMMITTEE.  The Frequency Coordination
        Committee shall provide frequency coordination services to all
        amateur radio operators in the State of Texas.  These services
        shall be provided without charge and whether or not the requestor
        is a member of the Society.
        5.2.3.1  The Frequency Coordination Committee shall be chaired by
            the Frequency Coordinator, who shall be selected by the
            President and ratified by the Board of Directors.  He shall
            serve until his successor is appointed.
        5.2.3.2  The Frequency Coordination Committee shall be composed of
            one (1) or more Zone Frequency Coordinators appointed by the
            Frequency Coordinator.  Each Zone Frequency Coordinator shall
            be responsible for frequency coordination and spectrum
            management in the specific geographic area of the State of
            Texas and frequency bands assigned to him by the Frequency
            Coordinator.
        5.2.3.3  The Frequency Coordination Committee shall adopt
            standards and rules for fair, equitable, and technically sound
            frequency coordination and spectrum management.  The Technical
            Committee shall assist in this effort as required.
        5.2.3.4  The Frequency Coordination Committee shall maintain good
            working relations with the Federal Communications Commission
            and shall obtain and maintain recognition from the F.C.C. as
            the recognized frequency coordination agency for the State of
            Texas.
    5.2.4  DATABASE COMMITTEE.  The Database Committee shall function as the
        "Information Technology Department" for the Society, and provide
        database management, database access, security, and backups for the
        data used in the various functions of the Society.  This data
        includes, but is not limited to Membership Information, Membership
        Financial Information, Frequency Coordination Data, Web Data, and
        any other forms of electronic information used by the Society.
        5.2.4.1  The Database Committee will investigate and implement sound
            Information Technology practices to insure that standards are
            followed for the authorized access of data, retention of needed
            data, regular backups, and compliance with any governmental rules
            concerning the use, retention or release of the Society's database
            records.
        5.2.4.2 The Database Committee will work with the Board of Directors,
            State Coordination Chairman and all coordinators to develop and
            implement these standards and where needed develop or aquaria
            software to accomplish these goals.
        5.2.4.3  The Database Committee shall be chaired by the Database
            Committee Chairman who shall be selected by the President and
            ratified by the Board of Directors and will serve until a
            successor is appointed.
5.3     REMOVAL OF COMMITTEE CHAIRMEN FROM OFFICE.  The President may remove
    any Committee Chairman from office for neglect of Duty or for conduct
    detrimental to the Society.
5.4     REVIEW OF DECISIONS.  Decisions of all committees are subject to the
    review of the Board of Directors and may be overruled by them.

MEETINGS
6.1     SOCIETY MEMBERSHIP MEETINGS.  There shall be two (2) General Meetings
    per year, held at approximate six (6) month intervals.  Meetings will
    generally be held in the months of February (Winter Meeting) and
    August (Summer Convention).
6.2     SPECIAL MEETINGS.  Special Meetings shall be called by the President
    when requested by a majority of the Directors.  The agenda for Special
    Meetings shall be stated in the announcement of the meeting and shall
    be limited thereto.
6.3     DIRECTOR'S MEETINGS.  The Directors shall meet at least twice yearly,
    upon request by the principal officer of the Society.  Society Members
    may attend Director's Meetings.
6.4     QUORUM.  At any General or Special meeting, the voting Members
    attending will be considered a quorum.
6.5     DIRECTOR'S QUORUM.  At any meeting of the Board of Directors a
    majority of the Board will be considered a quorum for the transaction
    of business.
6.6     VOTING.  All Society Members, excluding Associate and Affiliated Group
    Members, may vote at a Society Membership or Special Meeting.  Only
    Directors may vote at a Director's Meeting.
    6.6.1  All decisions at any meeting of the membership or Board of
        Directors or a committee shall be by a majority vote of a quorum.
        Each voting member shall have one (1) and only one (1) vote and
        no voting by proxy shall be permitted.
    6.6.2  Notwithstanding the provisions of any other part of these
        By-Laws, the Chairman of any Regular or Special Meeting may
        interrupt ordinary parliamentary procedure at any time to conduct
        a non-binding straw vote on any issue, whether or not that issue
        is under discussion at the time of the interruption.
    6.6.3  Any proposed change to existing Society Band Plans or Standards
        for Coordination, or any other motion the adoption of which may
        have an adverse affect on repeater trustees shall automatically
        be postponed.  The determination to postpone a motion or bring it
        to a vote shall be made by the chair.  A determination that the
        motion shall be postponed is not subject to appeal.  This
        postponed motion shall not be brought before the membership for
        a vote until the Vested Membership is polled in writing for
        agreement or non-agreement and the results of the poll are made
        known to the membership.  This poll shall be conducted prior to
        the next regular membership meeting.  The rules in this paragraph
        are intended to protect the rights of Vested Members not present
        at the meeting, and may not be suspended by vote of the membership.

PARLIAMENTARY PROCEDURE
7.1     Robert's Rules of Order shall serve as the parliamentary authority of
    the Society for all rules and procedures not specified in the Articles
    of Incorporation or in these By-Laws.

FISCAL AFFAIRS
8.1     FISCAL YEAR.  The fiscal year shall commence with the adjournment of
    the Summer semi-annual meeting.
8.2     AUDITS.  The Directors shall audit the books of the Society after
    the Summer semi-annual meeting and shall report the condition of the
    books at the next regular meeting of the Board of Directors.  An audit by
    a third party shall be performed when the Treasurer changes.  The report
    of this audit will be given to the Board of Directors.
8.3     SOCIETY FUNDS.  All funds and properties received by or coming into
    custody of the Society belong to and are trust funds and property of
    the Society to be expended only in accordance with the regulations
    prescribed by the Society.
8.4     DUES.  Membership in the Society shall be maintained by the payment
    of dues excluding Honorary and Honorary Life Membership.
    8.4.1  GENERAL MEMBERSHIP.  General Membership dues shall be fifteen (15)
        dollars per fiscal year.
    8.4.2  VESTED MEMBERSHIP.  Vested members are not required to pay dues
        but are encouraged to also belong to the society as a General
        Member.
    8.4.3  ASSOCIATE MEMBERSHIP.  Associate Membership dues shall be ten
        (10) dollars per fiscal year.
    8.4.4  FAMILY MEMBERSHIP.  Family Membership dues shall be one (1)
        dollar per person per fiscal year.
    8.4.5  AFFILIATED GROUP MEMBERSHIP.  Affiliated Group Membership dues
        shall be fifteen (15) dollars per fiscal year.
    8.4.6  HONORARY MEMBERSHIP.  Honorary members shall pay no dues.
    8.4.7  HONORARY LIFE MEMBERSHIP.  Honorary Life Members shall pay no
        dues.
    8.4.8  LIFE MEMBERSHIP.  Life Membership dues shall be a one-time
        payment of twenty (20) times the General Membership dues.  The
        monies received from this class of membership shall be prudently
        invested by the Treasurer at the highest rate of interest possible
        and the interest income only will be used for the business of the
        Texas VHF-FM Society, Inc.
    8.4.9  FAMILY LIFE MEMBERSHIP.  Family Life Membership dues shall be
        a one-time payment of twenty five (25) times the annual Family
        Membership dues rate.  A provision is included for Life Membership
        to be acquired upon the additional payment of the difference in
        dues normally required for Life Membership, should the principal
        Life Member die, become divorced or separated from the member
        concerned.  The monies received from this class of membership
        shall be added to the monies of the Life Membership fund and
        invested as stated in Article 8.4.8.
8.5     SOCIETY BUDGET.  The President shall submit an annual budget to the
    membership for approval.  This budget shall be presented at the
    first meeting of the fiscal year, and if approved, will authorize
    the Treasurer to disburse Society funds in the amounts stated in the
    budget, as required, or upon the request of the appropriate officer
    or committee chairman.
8.6     DISBURSEMENTS.  The Treasurer shall make all disbursements of
    the Society's funds.  No single item disbursement shall exceed
    one-hundred (100) dollars unless authorized in the Society Budget
    or by the provisions of Articles 8.7 and 8.8.  The Treasurer shall
    disburse funds upon receipt of adequate documentation and shall
    maintain a file of said documentation for a period of 5 fiscal years.
8.7     PRESIDENT'S DISCRETIONARY FUND.  The President shall have a
    discretionary fund not to exceed one hundred (100) dollars each
    fiscal year.  He may order disbursements against this fund for
    Society purposes only.
8.8     DIRECTOR'S DISBURSEMENT AUTHORITY.  The Directors may order
    disbursements for emergency needs which arise prior to the next
    scheduled membership meeting.  The Director's emergency
    disbursement authority shall not exceed one hundred (100) dollars
    per item disbursement.
8.9     The Board of Directors may borrow or lease certain equipment items of
    high cost under terms suitable to the Board.  Leased items shall be
    budgeted in advance if the cost exceeds the specifications in Articles
    8.6, 8.7, and 8.8.

SEAL AND LOGO
9.1     SEAL.  The SEAL of the Society shall be:
                  
9.2     LOGO.  The LOGO of the Society shall be:
                 
9.3    USE OF SEAL AND LOGO.  No officer, director, or member of the Society
       shall use either the seal or logo of the Society on any document in a
       manner that would cause a reasonable person to believe that such
       document is an official publication of the Society unless that is, in
       fact, the case.

AMENDMENTS
10.1  AMENDMENTS TO THE ARTICLES OF INCORPORATION.     
    10.1.1  NOTICE OF PROPOSED AMENDMENT.  Proposals for amendments to the
            Articles of Incorporation must be submitted in writing to the
            Secretary no later that sixty (60) days prior to the next Society
            Membership meeting.
    10.1.2  The Secretary shall notify the Society members of each proposed
            amendment at least thirty (30) days prior to the next Society
            Membership meeting.
    10.1.3  At the next Society Membership meeting the proposed amendments
            will be submitted to the membership.  A two-thirds vote of a
            quorum shall be required to adopt an amendment.
10.2  AMENDMENTS TO THE BY-LAWS, BAND PLANS OR STANDARDS FOR FREQUENCY
      COORDINATION.  The By-laws shall be reviewed at the first directors'
      meeting of the fiscal year.
    10.2.1  Changes, additions, or corrections to the By-Laws may be
            proposed by the Directors or by any voting Member at any Society
            meeting.  Such proposals shall require a majority vote of a
            quorum of the voting Membership for their adoption.
    10.2.2  A proposal to amend the By-laws, band plans or standards for
            frequency coordination shall be submitted in writing to the
            Secretary, and signed by the person making the proposal.
            The language to be inserted shall be underlined.  The proposed
            language to be deleted shall be stricken with a horizontal line.
            Other methods of clearly delineating the specific changes to be
            made are allowed.