WAVE Exam

Wyoming Amateur Volunteer Examiners

Volunteer Examiner Notification Privacy Policy

Effective Date: November 29, 2025

1. Information We Collect

2. How We Use Your Information

3. Opt-In and Opt-Out

4. Message Frequency and Charges

5. Data Retention

6. Security

7. Contact Information

For questions or concerns, please contact:

Email: zach@waveexams.org
Phone: 307-352-9679

Volunteer Examiner Notification Terms and Condition

Effective Date: November 29, 2025

1. Program Description

The WAVE Exams messaging program provides subscribers with text message alerts regarding upcoming exam sessions, scheduling changes, and exam-related reminders.

2. Opt-In

By opting into the WAVE Exams messaging program, you agree to receive recurring text messages from WAVE Exams at the phone number you provide.

3. Opt-Out

You may opt out at any time by replying STOP to any message. After opting out, you will no longer receive messages from WAVE Exams.

4. Help

For assistance, reply HELP to any message or contact us directly:
Email: zach@waveexam.com
Phone: 3073529679

5. Message Frequency

Subscribers can expect approximately 1-5 messages per day, depending on exam schedules.

6. Charges

Message and data rates may apply depending on your mobile carrier.

7. Privacy

Your information will be handled in accordance with our Privacy Policy.

8. Limitation of Liability

WAVE Exams is not responsible for delays in message delivery caused by mobile carriers or other factors beyond our control.

9. Changes to Terms

We may update these Terms and Conditions from time to time. Updates will be posted at the publicly accessible URL provided.

Bylaws of Wyoming Amateur Volunteer Examiners,
A Wyoming Nonprofit Corporation

 

Article I — Name and Purpose

Section 1.1 — Name

The name of the corporation is Wyoming Amateur Volunteer Examiners, also known as WAVE Exams.

Section 1.2 — Business Purpose Statement

The corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Specifically, the corporation exists to promote amateur radio licensing and education throughout Wyoming by organizing, coordinating, and administering amateur radio license examinations; to support and encourage new amateur radio operators, with particular emphasis on youth participation; to cover examination fees for youth candidates; to affiliate with the American Radio Relay League Volunteer Examiner Coordinator (ARRL VEC) program or such other Volunteer Examiner Coordinator as the Board of Trustees may designate; and to engage in any and all lawful activities incidental to and in furtherance of the foregoing purposes.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its Trustees, 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 purposes set forth herein. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Section 1.3 — Dissolution Statement

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Section 1.4 — Principal Office

The principal office of the corporation shall be located in the State of Wyoming at such place as the Board of Trustees may determine from time to time.

Section 1.5 — Registered Agent

The corporation shall maintain a registered agent and registered office in the State of Wyoming as required by the Wyoming Nonprofit Corporation Act, W.S. § 17-19-501.

ARTICLE II — MEMBERSHIP

Section 2.1 — No Members

The corporation shall have no members. All rights, powers, and duties that would otherwise be vested in members under the Wyoming Nonprofit Corporation Act are vested in the Board of Trustees.

ARTICLE III — BOARD OF TRUSTEES

Section 3.1 — General Powers

The business and affairs of the corporation shall be managed by its Board of Trustees. The Board of Trustees shall have all powers and authority granted to directors of nonprofit corporations under the Wyoming Nonprofit Corporation Act, W.S. § 17-19-801 et seq.

Section 3.2 — Number

The Board of Trustees shall consist of no fewer than three (3) Trustees. There shall be no maximum number of Trustees. The exact number of Trustees shall be fixed from time to time by resolution of the Board.

Section 3.3 — Qualifications

Each Trustee must be a natural person of at least eighteen (18) years of age. Trustees need not be residents of the State of Wyoming.

Section 3.4 — Election and Term of Office

Each Trustee shall serve a term of three (3) years. Terms shall be staggered so that approximately one-third of the Trustees’ terms expire each year. A Trustee may serve an unlimited number of consecutive terms. Initial Trustees shall draw lots or otherwise determine staggered terms of one, two, and three years to establish the rotation.

Section 3.5 — Vacancies

A vacancy on the Board of Trustees, including a vacancy resulting from an increase in the number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees, even if fewer than a quorum. A Trustee elected to fill a vacancy shall serve for the unexpired portion of the term being filled.

Section 3.6 — Removal

A Trustee may be removed with or without cause by a two-thirds (2/3) vote of the remaining Trustees then in office at any regular or special meeting called for that purpose, provided that written notice of the proposed removal has been delivered to all Trustees at least ten (10) days prior to the meeting. The Trustee subject to removal shall be given an opportunity to be heard at or before the meeting.

Section 3.7 — Resignation

A Trustee may resign at any time by delivering written notice to the Board of Trustees or to the presiding Trustee. The resignation shall be effective upon receipt or at a later date specified in the notice.

Section 3.8 — Compensation

Trustees shall not receive compensation for their service as Trustees. Trustees may be reimbursed for reasonable expenses incurred in the performance of their duties upon approval by the Board.

ARTICLE IV — NO OFFICERS

Section 4.1 — Officer Positions Not Established

The corporation shall not maintain any officer positions. All duties and authorities typically assigned to officers of a nonprofit corporation, including but not limited to those of president, vice president, secretary, and treasurer, shall be performed collectively by the Board of Trustees or by individual Trustees designated by Board resolution.

Section 4.2 — Delegation of Authority

The Board of Trustees may, by resolution, designate one or more Trustees to perform specific administrative functions such as presiding at meetings, maintaining corporate records, executing documents on behalf of the corporation, or managing financial accounts. Such designations shall not constitute the creation of officer positions and may be revoked or reassigned by the Board at any time.

Section 4.3 — Signing Authority

The Board of Trustees shall designate by resolution one or more Trustees authorized to sign checks, contracts, and other instruments on behalf of the corporation. At least two (2) Trustees shall be authorized signatories on all financial accounts.

ARTICLE V — MEETINGS OF THE BOARD OF TRUSTEES

Section 5.1 — Annual Meeting

The Board of Trustees shall hold an annual meeting during the period between January 1 and April 30 of each calendar year at a date, time, and place determined by the Board. The purpose of the annual meeting shall include, but not be limited to, the review of the corporation’s activities and finances for the preceding year, the election of Trustees whose terms have expired, and the transaction of such other business as may come before the Board.

Section 5.2 — Regular Meetings

The Board of Trustees may establish a schedule of regular meetings by resolution. No additional notice shall be required for regularly scheduled meetings once the schedule has been adopted and communicated to all Trustees.

Section 5.3 — Special Meetings

Special meetings of the Board of Trustees may be called by any two (2) Trustees by providing written notice to all Trustees at least five (5) days before the meeting. The notice shall state the date, time, place, and purpose of the special meeting. Only business within the stated purpose may be transacted at a special meeting.

Section 5.4 — Notice

Written notice of any meeting for which notice is required shall be delivered to each Trustee at the Trustee’s last known address, including by electronic mail, at least five (5) days before the meeting. A Trustee may waive notice of any meeting before, at, or after the meeting. Attendance at a meeting constitutes waiver of notice unless the Trustee objects to the transaction of business at the beginning of the meeting on the ground that the meeting was not lawfully called or convened.

Section 5.5 — Quorum

A majority of the Trustees then in office shall constitute a quorum for the transaction of business at any meeting. If a quorum is not present, a majority of the Trustees present may adjourn the meeting to a later date without further notice.

Section 5.6 — Voting

Each Trustee shall have one (1) vote. Except as otherwise required by these Bylaws, the Wyoming Nonprofit Corporation Act, or applicable law, the act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. Voting by proxy shall not be permitted.

Section 5.7 — Action Without a Meeting

Any action required or permitted to be taken at a meeting of the Board of Trustees may be taken without a meeting if all Trustees consent in writing to the action. Such written consent shall have the same force and effect as a unanimous vote at a meeting, in accordance with W.S. § 17-19-821.

Section 5.8 — Remote Participation

Trustees may participate in any meeting by telephone, video conference, or other means of communication by which all participants can hear and communicate with each other simultaneously. Participation by such means shall constitute presence in person at the meeting.

ARTICLE VI — COMMITTEES

Section 6.1 — Creation of Committees

The Board of Trustees may, by resolution adopted by a majority of Trustees in office, create one or more committees and appoint Trustees or other persons to serve on them. Committees may include, but are not limited to, examination coordination, outreach and education, and finance.

Section 6.2 — Authority

No committee shall have the authority to: (a) authorize distributions; (b) approve or recommend dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets; (c) elect, appoint, or remove Trustees or fill vacancies on the Board; (d) adopt, amend, or repeal the Bylaws; or (e) take any action that requires approval by the full Board under these Bylaws or the Wyoming Nonprofit Corporation Act.

Section 6.3 — Procedures

Each committee shall keep minutes of its proceedings and shall report its actions to the Board of Trustees at the next regular or annual meeting. Committee members serve at the pleasure of the Board and may be removed at any time by Board resolution.

ARTICLE VII — FINANCIAL ADMINISTRATION

Section 7.1 — Fiscal Year

The fiscal year of the corporation shall end on December 31 of each year.

Section 7.2 — Financial Records

The corporation shall maintain accurate financial records in accordance with generally accepted accounting principles. All financial records shall be made available for inspection by any Trustee upon reasonable request.

Section 7.3 — Budget

The Board of Trustees shall adopt an annual budget prior to the beginning of each fiscal year or as soon thereafter as practicable. Expenditures in excess of the approved budget shall require Board approval.

Section 7.4 — Bank Accounts

All funds of the corporation shall be deposited in one or more accounts in the name of the corporation at financial institutions selected by the Board of Trustees. Disbursements shall be made in accordance with signing authority established under Article IV, Section 4.3.

Section 7.5 — Youth Exam Fee Coverage

In furtherance of its charitable and educational purposes, the corporation shall cover the amateur radio license examination fees for youth candidates as defined and determined by Board resolution. The Board of Trustees shall establish policies and procedures for administering this program, including the definition of eligible youth candidates, the scope of fee coverage, and applicable spending limits.

Section 7.6 — Prohibition on Private Inurement

No part of the net earnings of the corporation shall inure to the benefit of any Trustee or private individual. The corporation shall not make loans to any Trustee.

Section 7.7 — Annual Financial Review

The Board of Trustees shall conduct or commission an annual review of the corporation’s financial records. The results of such review shall be presented at the annual meeting.

Section 8.3 — Compliance with VEC Requirements

The corporation and its volunteer examiners shall comply with all applicable rules and requirements of the affiliated VEC program, FCC regulations (47 C.F.R. Part 97), and federal law governing amateur radio examinations.

ARTICLE VIII — CONFLICT OF INTEREST

Section 9.1 — Purpose

The purpose of this conflict of interest policy is to protect the corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Trustee or might result in a possible excess benefit transaction.

Section 9.2 — Interested Person

An interested person is any Trustee or committee member who has a direct or indirect financial interest, as defined below, in a transaction or arrangement under consideration by the Board or a committee.

Section 9.3 — Financial Interest

A person has a financial interest if the person has, directly or indirectly: (a) an ownership or investment interest in any entity with which the corporation has a transaction or arrangement; (b) a compensation arrangement with the corporation or any entity with which the corporation has a transaction or arrangement; or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.

Section 9.4 — Duty to Disclose

An interested person must disclose the existence of the financial interest and all material facts to the Board of Trustees before any vote on the transaction or arrangement.

Section 9.5 — Determining Whether a Conflict Exists

After disclosure of the financial interest and all material facts, the interested person shall leave the meeting while the remaining Trustees discuss and vote on whether a conflict of interest exists.

Section 9.6 — Procedures for Addressing a Conflict

If a conflict of interest is determined to exist: (a) the interested person may make a presentation but shall leave the meeting during the discussion of, and vote on, the transaction or arrangement; (b) the Board shall, if possible, investigate alternatives that do not give rise to the conflict; (c) the Board shall determine by a majority vote of disinterested Trustees whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. The Board’s decision shall be documented in the minutes.

Section 9.7 — Violations

If the Board has reasonable cause to believe a Trustee or committee member has failed to disclose an actual or possible conflict of interest, it shall inform the person of the basis for such belief and afford the opportunity to explain. After hearing the response and making further investigation as warranted, the Board shall determine whether a violation has occurred and take appropriate corrective action.

Section 9.8 — Annual Statements

Each Trustee and committee member shall annually sign a statement affirming that such person: (a) has received a copy of the conflict of interest policy; (b) has read and understands the policy; (c) has agreed to comply with the policy; and (d) understands the corporation is charitable and must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 9.9 — Records

The minutes of the Board shall contain: (a) the names of the persons who disclosed or were found to have a financial interest, the nature of the financial interest, any action taken to determine whether a conflict existed, and the Board’s decision; and (b) the names of persons present for discussions and votes relating to the transaction or arrangement, the content of the discussion, and a record of the vote.

ARTICLE IX — INDEMNIFICATION

Section 10.1 — Indemnification of Trustees

The corporation shall indemnify any Trustee, former Trustee, or authorized agent of the corporation to the fullest extent permitted by the Wyoming Nonprofit Corporation Act, W.S. § 17-19-850 through 17-19-858, as amended, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a Trustee or authorized agent of the corporation, provided that such person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation.

Section 10.2 — Advancement of Expenses

The corporation may pay for or reimburse expenses incurred by a Trustee in advance of final disposition of a proceeding if: (a) the Trustee furnishes a written affirmation of the Trustee’s good faith belief that the Trustee has met the applicable standard of conduct; and (b) the Trustee furnishes a written undertaking to repay the advance if it is ultimately determined that the Trustee did not meet the standard of conduct.

Section 10.3 — Insurance

The Board of Trustees may authorize the purchase and maintenance of insurance on behalf of any Trustee or agent of the corporation against any liability asserted against or incurred by such person in their capacity as a Trustee or agent, whether or not the corporation would have the power to indemnify the person under this Article.

Section 10.4 — Non-Exclusivity

The indemnification provided by this Article shall not be exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, resolution of the Board, or otherwise.

ARTICLE X — CORPORATE RECORDS AND REPORTS

Section 11.1 — Records Required

The corporation shall keep at its principal office: (a) these Bylaws, including all amendments; (b) minutes of all meetings of the Board of Trustees and committees; (c) all financial records and annual financial statements; (d) a list of the names and addresses of all current Trustees; (e) copies of the Articles of Incorporation and all amendments thereto; and (f) the corporation’s IRS determination letter and all correspondence related to the corporation’s tax-exempt status.

Section 11.2 — Inspection

Any Trustee may inspect and copy any of the corporate records upon reasonable written request during regular business hours.

Section 11.3 — Annual Report

The corporation shall file an annual report with the Wyoming Secretary of State as required by the Wyoming Nonprofit Corporation Act.

ARTICLE XI — AMENDMENTS

Section 12.1 — Authority to Amend

These Bylaws may be amended, repealed, or new Bylaws adopted by a two-thirds (2/3) vote of the Trustees then in office at any regular or special meeting, provided that written notice of the proposed amendment, including the text of the proposed change, has been delivered to all Trustees at least ten (10) days prior to the meeting.

Section 12.2 — Limitations on Amendments

No amendment shall be adopted that would: (a) cause the corporation to cease to qualify as an organization described in Section 501(c)(3) of the Internal Revenue Code; (b) conflict with the Articles of Incorporation; or (c) be inconsistent with the Wyoming Nonprofit Corporation Act.

ARTICLE XII — GENERAL PROVISIONS

Section 13.1 — Governing Law

These Bylaws and the affairs of the corporation shall be governed by and construed in accordance with the laws of the State of Wyoming, including the Wyoming Nonprofit Corporation Act, W.S. § 17-19-101 et seq.

Section 13.2 — Tax-Exempt Status

The corporation shall operate exclusively for purposes described in Section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these Bylaws, the corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 13.3 — Prohibited Activities

The corporation shall not: (a) devote a substantial part of its activities to attempting to influence legislation; (b) participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office; (c) engage in any activities that are not in furtherance of its exempt purposes.

Section 13.4 — Gender and Number

Wherever used in these Bylaws, the singular shall include the plural and vice versa, and the use of any gender shall include all genders.

Section 13.5 — Severability

If any provision of these Bylaws is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Section 13.6 — Electronic Transactions

All references to “written” or “in writing” in these Bylaws shall include electronic transmissions, including email, to the extent permitted by the Wyoming Nonprofit Corporation Act and applicable law.

Section 13.7 — Headings

Article and section headings are for convenience only and shall not be used to construe the meaning of any provision.