第一届董事会决议

FirstNet Bylaws Summary

Purpose & Authority

• Objective: FirstNet aims to build, deploy, and operate a nationwide, interoperable public safety broadband network as mandated by the Middle Class Tax Relief and Job Creation Act of 2012.
• Authority: FirstNet derives its powers from Section 6206(a) of the Act, with additional incidental powers as necessary.

Offices

• Principal Office: Located in the District of Columbia at the National Telecommunications and Information Administration (NTIA).
• Other Offices: May be established as deemed necessary by the Board.

Board of Directors

• Role: Responsible for overall policy and direction of FirstNet.
• Composition: 15 members, including permanent members from the Secretary of Homeland Security, Attorney General, and Director of the Office of Management and Budget, with the balance appointed by the U.S. Secretary of Commerce.
• Terms: Appointed members serve three-year terms, with a maximum of two consecutive terms. Initial appointments are staggered: four members for three years, four for two years, and four for one year.
• Chair: Selected from non-permanent members for a two-year term, setting the agenda, convening meetings, and reporting to the Board.
• Vice Chair: Appointed by the Chair to assume duties in the Chair's absence.
• Changes in Composition: Members may resign or be removed by the Commerce Secretary. Vacancies are filled by appointments from the Commerce Secretary, considering Board nominations.
• Committees: The Board may establish committees, including:
  • Executive Committee: Exercises Board powers between meetings, prepares the Annual Report to Congress.
  • Planning and Technology Committee: Develops and monitors a 3-5 year Long-Range Plan.
  • Audit, Budget and Finance Committee: Advises on financial matters and presents the Annual Budget.
  • Governance and Personnel Committee: Conducts self-assessments, recommends Board members, and oversees evaluations.
• Advisory Committees:
  • Public Safety Advisory Committee: Established to assist FirstNet in carrying out its duties.
  • Other Advisory Committees: May be established as needed, with consultation on Federal Advisory Committee Act applicability.

Conducting Business

• Compensation: Non-permanent members are compensated at the daily rate of basic pay for level IV of the Executive Schedule.
• Expense Reimbursement: Travel and per diem expenses are reimbursed at federal agency rates.
• Ethics: Board members comply with all applicable government ethics, financial disclosure, and conflict of interest statutes.

Meeting Procedures

• Frequency: The Board meets at least quarterly, at the call of the Chair.
• Participation: Personal attendance is encouraged; remote participation via conference call or audio/video transmission is permitted.
• Transparency: Meetings, including committee meetings, are open to the public.
• Closed Meetings: May be held to preserve confidentiality, discuss personnel or legal matters.
• Quorum: Eight members, including at least six appointed by the Commerce Secretary.
• Voting: Each member has one vote; proxy voting by alternates is not allowed.
• Public Notice: Regular meeting schedules are displayed on the website, with at least two business days' notice for special meetings.
• Notice to Directors: Regular meetings do not require notice; special meetings require at least two days' notice.
• Registering Dissent: Dissents must be entered in the minutes or filed in writing before adjournment.
• Action Without Meeting: Written consent from all directors or committee members may substitute for a meeting.

Officers, Staff and Consultants

• Officer Designations: The Board may create officer positions with determined titles and duties.
• Secretary: The Secretary keeps minutes, ensures notices are given, and manages FirstNet's logo and records.
• Employees: The Board may hire employees or consultants as needed.
• Agents, Consultants and Experts: Selected through a fair, transparent, and objective process.

General Provisions

• Amendments: The Board may amend the Bylaws with a majority vote, subject to Act consistency and Commerce Secretary approval.
• Books and Records: FirstNet shall keep current Bylaws, financial records, officer/director records, and meeting minutes.
• Audits: The Audit, Budget and Finance Committee may recommend an annual independent audit.
• Fiscal Year: October 1 through September 30.
• Logo: The logo design must be approved by the Board and Commerce Secretary.
• Rules of Order: Robert's Rules of Order Newly Revised govern meetings, unless inconsistent with law, Bylaws, or prior Board actions.