第一届董事会决议

WHEREAS, the Middle Class Tax Relief and Job Creation Act of 2012 (Act) permits the First ResponderNetwork Authority (FirstNet), an independent authority within the Department of Commerce’s NationalTelecommunications and Information Administration, to “exercise, through the actions of its Board, allpowers specifically granted by the provisions of this subtitle, and such incidental powers as shall benecessary;” WHEREAS, the Actalso permits FirstNet to “take such other actions as the First Responder NetworkAuthority (through the Board) may from time to time determine necessary, appropriate, or advisable toaccomplish the purposes of this title;” WHEREAS, the Act requires FirstNet to govern itself in a transparent manner; WHEREAS, FirstNet needs to inform the public safety user community, state, regional, local, and tribaljurisdictions and the public as to how FirstNet is governed. NOW THEREFORE BE IT RESOLVED that the FirstNet Board of Directors hereby adopts the Bylaws ofthe First Responder Network Authority, a copy of which is attached hereto as Exhibit A. I, the undersigned, Secretary of the First Responder Network Authority, do hereby certify that the above isa true and correct copy of a resolution adopted at the meeting of the Board of Directors of the FirstResponder Network Authority on September 25, 2012, at which a quorum was present and voted. FIRST RESPONDER NETWORK AUTHORITYBOARD RESOLUTION 1BylawsSeptember 25, 2012 Exhibit A BYLAWS OF THEFIRST RESPONDER NETWORK AUTHORITY ARTICLE I:PURPOSE & AUTHORITY The purpose of the First Responder Network Authority (FirstNet) is to ensure thebuilding,deployment and operation of a nationwide,interoperable public safetybroadband network pursuant to Title VI of the Middle Class Tax Relief and Job CreationAct of 2012 (Act), Pub. L. No. 112-96, 126 Stat. 156 (2012) (attached hereto asAppendix A).FirstNet derives its powers, duties and responsibilities from Section6206(a) of the Act.The powers of FirstNet that are not explicitly outlined in thelegislation are derived from Section 6206(a)(6) of the Act. ARTICLE II:OFFICES The principal office of FirstNet shall be located in the District of Columbia at the NationalTelecommunications and Information Administration (NTIA).Other offices of FirstNetshall be in such places as may be deemed by the Board to be necessary or appropriate. ARTICLE III:BOARD OF DIRECTORS General Section 3.01—Role of the Board The Board is responsible for overall policy and direction of FirstNet.Allpowers shall be exercised by or under the authority of, and the businessand affairs of FirstNet shall be managed under the direction of, its Boardof Directors. Each appointed member of the FirstNet board shall act in thebest interests of FirstNet, regardless of any current or former outsideactivity,employment or affiliation.Thepermanent members of theFirstNetboard shall act in the best interests of the United Statesconsistent with their existing obligations as officers of the United States. Section 3.02—Governance Pursuant to Section 6204(a) of the Act, FirstNet shall operate as anindependent authority within NTIA. Section 3.03—Membership Selection and Appointment Pursuant to Section 6204 of the Act, FirstNet shall be led by a 15-memberBoard of Directors.The Secretary of Homeland Security, the AttorneyGeneralof the United States,and the Director of the Office ofManagementand Budget serve as permanent members.TheU.S.Secretary of Commerce (Commerce Secretary) shall appoint the balanceof the FirstNet Board in accordance with the requirements set forth inSection 6204 of the Act.When referring to the Board, the words “Director”and “Member” shall be viewed assynonymous. Section 3.04—Terms for Appointed Directors (a) The term for appointed members is three years.No Director mayserve more than two consecutive full three-year terms. (b) Notwithstanding subparagraph (a), in making initial appointment ofDirectors, the Commerce Secretary shall determine each member’sterm as follows: 1.Four members to serve for an initial term of three years;2.Four members to serve for an initial term of two years; and3.Four members to serve for an initial term of one year. Section 3.05—Chair (a) The Commerce Secretary shall select, from among the non-permanentmembers of the Board, an individual to serve for a two-year term asChair of the Board.An individual may not serve for more than twoconsecutive terms as Chair of the Board.(b) The Chair will set the agenda for all Board meetings.The Chair willconvene and preside at all meetings of the Board at which he or she ispresent, in person or by teleconference, and will regularly report to theBoardon the status and conduct of the business and affairs ofFirstNet,and will answer questions from and provide requestedinformation to members of the Board.(c) The Chair shall select a non-permanent Director to serve as ViceChair.The Vice Chair shall assume the duties of the Chair in theChair's absence or incapacity and pe