Bylaws of
Chapter 309 of the
Experimental Aircraft Association, Inc.
A Non-Profit Corporation
Article I
Offices
The principal office of Chapter 309 of the Experimental
Aircraft Association, Inc. (the Corporation) shall be located in Mecklenburg
County, North Carolina. The Corporation
may have such other offices within or without the State of North Carolina as
the Board of Directors may determine or as the affairs of the Corporation may
require from time to time.
Article II
Purposes
The Corporation is organized exclusively for charitable
and educational purposes within the meanings of section 501(c)(3) and section
170(c)(2) of the Internal Revenue Code of 1986 or the corresponding provisions
of any future United States Internal Revenue laws (the Code) and to engage in
any lawful activity for which Corporations may be organized under Chapter 55A
of the General Statues of North Carolina, including without limitation,
promotion of the science of aviation for the benefit of adults and children,
and to conduct programs and services for the residents of Mecklenburg county
and the surrounding area to enhance understanding of aviation, and
participation in recreational aviation activities. The Corporation has not organized for the making of any profit,
or any personal financial gain.
No part of the net earnings 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 to employees and
independent contractors for services rendered and to make payments and
distributions in furtherance of purposes set forth in the Corporation’s
Articles of Incorporation and these Bylaws.
No substantial part of the activities of the Corporation shall be to
influence legislation neither shall it be to participate in or intervene in any
political campaign on behalf of or in opposition to any candidate for public
office. Notwithstanding any other
provisions of these articles, the Corporation shall not carry on any activities
not permitted to be carried on (a) by a Corporation exempt from Federal income
tax under section 501(c)(3) of the Code, as amended or (b) by a Corporation,
contributions to which are deductible under section 170(c)(2) of the Code.
Article III
Membership
Section 1.
Eligibility. Membership in the Corporation
is open to any person who has an interest in recreational aviation.
Section 2. Types
of Membership. The Corporation has five (5) types of memberships.
These membership classifications include;
1. Regular
Chapter Membership: A Regular Chapter Member shall be any person who pays
annual dues and is a member in good standing in EAA (Experimental Aircraft
Association, Incorporated).
2. Family Chapter
Membership: A Family Chapter Membership shall be any family. Including
parents, and children, who pay the appropriate annual membership dues and are
Family Members of EAA (Experimental Aircraft Association Incorporated).
3. Honorary/Complimentary
Membership: A Honorary/Complimentary Chapter Membership may be given to any
person to whom the officers, board of directors or membership of the
Corporation extend a membership to recognize support provided to the
Corporation. Honorary/Complimentary
Members may not hold any elected or appointed office or position within the
Corporation, nor are they entitled to any voting privileges within the
Corporation. Honorary/Complimentary
Members are not required to be members of EAA (Experimental Aircraft Association
Inc.).
4. Special
Chapter Membership: A Special Chapter Member shall be any person who for
temporary or short term economic reasons is unable to pay the appropriate membership dues and to whom the officers,
board of directors, or membership of the Corporation wishes to extend a Special
Chapter Membership.
5. Life
Chapter Membership: A Life Chapter Membership may be bestowed on a member
at the discretion of the officers, board of directors or membership of the
Corporation. All Life Chapter Members
must be members in good standing of EAA (Experimental Aircraft Association,
Incorporated). A Chapter Life Membership recognizes the long-term commitment to
EAA and the Corporation made by the individual. A Life Chapter Member may hold any office in the Corporation,
shall have full voting privileges, and is exempt from annual chapter dues.
Section 3.
Duration of Membership: The duration of a Regular and Family Chapter Membership
shall be one (1) calendar year. Honorary/Complimentary or Special Chapter Memberships
may be extended beyond one (1) year at the discretion of the officers, board of
directors, or membership of the Corporation.
Life Chapter Membership is continuous for the life of the member. Life Chapter Membership is not
transferable.
Section 4.
Affiliation with EAA. All members of
the Corporation with voting privileges must also maintain a current membership
with the EAA (Experimental Aircraft Association, Incorporated), except for the
Honorary/Complimentary Chapter Members.
Section 5.
Voting Privileges. Voting privileges within the
Corporation shall be limited to Regular Chapter Members, Family Chapter Members
(excluding children under the age of 18 years of age), Special Chapter Members
and Life Chapter Members. Honorary/Complimentary Chapter Members shall not have
voting privileges.
Section 6.
Removal. Each member agrees to act in
good faith for the good of the Corporation and the EAA. In the event a member fails to meet these
requirements, he or she may be asked to relinquish their membership in
accordance with the following conditions.
Any member, who by intentional negligent or reckless deed or action,
harms or jeopardizes the reputation or assets of the Corporation or EAA, may be
called before the Board of Directors and Officers of the Corporation for
review. Upon conclusion of a review,
the Board of Directors and Officers may upon finding reasonable cause,
recommend to the membership that said member be removed. Said Member may then be removed by a
majority vote of eligible members at any regular or special meeting of the
members of the Corporation where a quorum exists.. Any member who fails to
remit their membership dues or fails to maintain their membership in the EAA
shall be considered removed from membership.
Section 7.
Resignation. Any member may resign their membership at any time by delivering to any
officer a written notice of resignation. The resignation shall become effective
on the date stated in the written notice.
In the event the written notice of resignation does not contain an
effective date, the date of delivery to an officer of the Corporation shall
become the date of resignation.
Article IV
Membership Dues and Assessments
The Officers and Board of Directors, with the approval
of the majority of the membership of the Corporation, will determine
appropriate dues and assessments. The rate of dues or the amount of assessment
shall be voted on and agreed to by the membership at any regular or special
meeting of the members. The proposed
dues or assessment must pass by a majority vote of eligible members in
attendance. Dues and assessments shall
be paid to the Treasurer, or any other person designated by the officers of the
Corporation. Dues are to be paid
annually and are payable upon joining and every January 1st of each year thereafter. Assessments shall be paid as determined by the Officers, Board of
Directors, and a majority of the members.
Dues and assessments shall be considered the property of the Corporation
and shall not be pro-rated in the event of removal or resignation. Life Chapter
Members, while not required to pay dues, may be required to pay assessments.
Article V
Meeting of Members
1. All meetings of the members of the Corporation shall
be held at a place to be determined by the President.
2. Notice of any regular meeting of the members shall be
given before such meeting by notice such as the newsletter, letter, telephone,
facsimile, or e-mail.
3. Special membership meetings may be held at such time
and place as the President may determine. Special meetings may also be called
by a two-thirds (2/3) majority of the Board of Directors.
4. Notice of special membership meetings, stating the
location, time, and purpose of the meeting shall be given in the same manner as
the notice required for regular meetings, or by special letter.
5. A quorum is required for any membership meeting. A quorum shall consist of at least one third
(1/3) of the members in person or by proxy but not less than ten (10) members.
6. In the absence of the President, Vice President,
Secretary, and Treasurer, a meeting Chairman may be temporarily appointed by
the Board of Directors and shall act as the presiding officer of that meeting.
7. At every meeting of the members, each voting member
shall have one vote on any question or resolution. In the absence of a member,
members shall have the right to vote by proxy. The Board of Directors shall be
responsible for the method by which any proxy votes are issued, accepted, or
counted.
8. A simple majority of members that are eligible to
vote must be present or represented by proxy for the adoption of
resolutions.
Article VI
Officers
Section 1.
Officers. The Officers of the Corporation
shall include President, Vice President, Secretary, and Treasurer.
Section 2. Term
of Office. The term of office for all Officers shall be
one (1) year with a two (2) term maximum.
Section 3. Vacancies
. If the office of President, Vice
President, Secretary, or
Treasurer become vacant for any reason, the Board of
Directors shall elect a successor who shall hold the office for the remainder
of the normal term, or at the option of the Board of Directors, hold a special
election to fill the vacancy(s).
Section 4.
Duties. The following duties shall be performed by the Officers: The Officers
may, from time to time, be called upon to perform additional duties; they may
also, at their discretion, and in conjunction with direction from the Board of
Directors, perform additional duties for the betterment, improvement, and well
being of the Corporation.
1. The President shall be the Chief Executive Officer
and Chairperson of the Board of Directors. The President shall have, subject to
the advice, direction, and control of the Board of Directors, general charge of
the business of the Corporation. The President, along with the Secretary, shall
jointly execute all contracts and instruments which have first been approved by
the Board of Directors. The President may call any special meeting of the
members of the Board of Directors and/or membership. In case of the absence or
disability of the Treasurer, the President may execute payment for expenditures
authorized by the Board of Directors. In such circumstances, either the Vice
President or Secretary shall be called upon to co-execute such payment.
2. The Vice President shall be vested with all the
powers and authority of the President and shall perform the duties of the
President in the case of the President’s absence, disability, or inability, for
any reason. The Vice President shall also perform such duties connected with
the operations of the Corporation at direction of the President. The Vice
President shall arrange annually to have the financial records and practices of
the Corporation verified.
3. The Secretary shall have the responsibility to take
and publish minutes of all meetings. The Secretary is responsible for
publishing notice of all regularly scheduled and special meetings of the board
of directors and the membership. The
Secretary, with the assistance of the Membership Chairperson, shall keep a
membership book, roster or record showing the name of each member. The
Secretary shall also be responsible for maintaining the corporate bylaws and
other records required by law. The
Secretary shall exhibit for inspection upon request, the relevant books and
records of the Corporation to any director, member, or to the general public
for any proper purpose at any reasonable time.
The Secretary, along with the President, shall jointly execute all contracts
and instruments that have been first approved by the Board of Directors. The Secretary shall perform all other duties
incidental to the Office of Secretary.
4. The Treasurer shall have charge and custody of, and
be responsible for, all funds and securities of the Corporation, and deposit all
such funds in the name of the Corporation in such banks, trust companies or
other depositories as shall be selected by the Board of Directors. The Treasurer shall keep and maintain
adequate and correct accounts of the Corporation’s properties and business
transactions, including accounts of its assets and liabilities. The Treasurer shall also account for all
receipts, disbursements, and the balance of funds on hand. The Treasurer shall prepare a quarterly and
an annual financial statement and present each report on the financial status
to the corporate membership. The form
of the report shall be determined by the Board of Directors. The Board of
Directors shall determine whether the report will be presented at a membership
meeting or in the newsletter. The
Treasurer shall be responsible for the maintenance of all insurance records,
including the proper application, binding, and premium payment for all
necessary insurance required by the Experimental Aircraft Association,
Incorporated.
Section 5. Bonding
of Officers. Officers or employees of the Corporation
may, at the discretion of the Board of Directors, be required to post a bond to
secure the faithful performance of his or her duties in such amounts as
determined by the Board of Directors, and the Corporation shall bear the cost
of each such bonds.
Article VII
Board of Directors
Section 1.
General Powers. The business and property of
the Corporation shall be conducted and controlled by the Board of
Directors. The Board of Directors shall
have the power and authority to enforce all rules and regulations pertaining to
the use and operation of the Corporation’s assets and property. The Board of Directors shall ensure all
facilities, tools, and other assets of the Corporation are properly insured and protected against
loss.
Section 2.
Number and Classification. The Board of
Directors shall consist of Class I and Class 2 Directors. Class I Directors shall be the President,
Vice President, Secretary, and Treasurer.
Class II Directors shall be five (5) additional directors elected from
the membership of the Corporation.
Section 4. Terms.
The term of office for Class II Directors shall be two (2) years with a
two (2) term maximum
Section 5.
Vacancies. In case of a vacancy on the
Board of Directors, the President may appoint a replacement, subject to the
approval of a majority of the Board of Directors.
Section 6.
Meetings. Regular meetings of the Board
of Directors shall be held at least two times per year at such times and places
as the Board of Directors shall determine.
Meetings of the Board of Directors may be called at any time by the
President or by majority of the Board of Directors.
Section 7.
Notice. Notice of Meetings of the Board of
Directors, stating the location, time, and purpose of the meeting shall be
served either personally, by telephone, by mail, or by electronic mail to his
or her address as it appears on the records of the Corporation at least 48
hours prior to the meeting. Any
Director may waive notice of any meeting.
Section 8.
Quorum. A simple majority of the Board of Directors,
at least two (2) of which shall be Officers, shall constitute a quorum of the
Board of Directors.
Section 9.
Compensation. No Director may receive
compensation for his or her service as Director. However, nothing herein contained shall be construed to preclude
any Director from serving the Corporation in any other capacity, or receiving
reasonable compensation therefore.
Article VIII
Election of Officers and Members of the
Board of Directors
Section 1.
Nominating Committee. The President shall appoint a
Nominating Committee made up of at least three (3) Class II Directors. The
appointment of the Nominating Committee shall take place no later than July. Duties of the nominating committee will
include canvassing the current Officers and Directors as well as members of
committees and the general membership to determine those members who may have
an interest in an elected position in the Corporation. At the October membership meeting the
Nominating Committee shall present to the membership the nominations they have
obtained. In addition, nominations will be accepted from any members during the
October meeting. After the slate of candidates
is finalized, it will be posted at the regular meeting place, or any place
deemed appropriate by the Nominating Committee, and published in the
Newsletter.
Section 2.
Elections. Elections of Officers and
members of the Board of Directors will take place at the November membership
meeting. Voting shall be accomplished
by written ballot and three (3) members appointed by the Board of Directors
shall conduct and monitor the election.
All ballots will be counted and confirmed by the monitors and the
results of the election announced to the members present. If deemed appropriate by the members, the
Secretary shall be responsible for the development and implementation of a
process that will offer absent eligible voting members the opportunity to vote
by proxy. Such process shall be reviewed
and approved by the Board of Directors prior to its implementation.
Section 3.
Assuming Duties. All newly elected Officers and
members of the Board of Directors shall assume their responsibilities at the
December Membership Meeting, but no later than January 1, following their
election.
Section 4.
Transition of Leadership. Subsequent to
the election of Officers and members of the Board of Directors, the incumbent
and newly elected Officers and members of the Board of Directors shall organize
and hold a transition meeting wherein all records and information will be
passed on to the newly elected Officers and Board of Directors. During the transition meeting, a review of
the Bylaws, other corporate documents, documents required by federal and state government,
and insurance policies will be accomplished.
During the transition meeting the newly elected Officers and Directors
shall review and submit the Status Report to the EAA Office at EAA
Headquarters, and ensure that all proper notifications have been forwarded to
the EAA.
Section 5. Conflict of Interest. Upon assuming office, each Director and Officer shall receive the Corporation’s Conflict of Interest Policy. Receipts for the Conflict of Interest Policy shall be kept on file by the Secretary of the Corporation. Each Director and Officer shall be bound by the terms of the Conflict of Interest Policy. Each Director and Officer shall have the responsibility of making prior disclosure to the Board of Directors of any material interest which such Director or Officer, or an organization with which he or she is affiliated, has in any matter upon which the Board of Directors is asked to take action.
Article IX
Committees
Section 1.
Nominating Committee. Appointment and duties of the
Nominating Committee are described in Article VIII, section 1.
Section 2.
Membership Committee. The Membership Committee shall consist of no less than
three (3) nor more than seven (7) members.
Duties of the membership committee include, but are not limited to,
maintaining accurate records of the current membership of the Corporation
through a detailed Membership Roster. The Membership Committee shall recruit
new members and act as a liaison between the general membership and the Board
of Directors.
Section 3.
Establishment of Other Committees. The Board of
Directors, at its discretion, may establish such standing or special committees
as may be deemed appropriate to act in an advisory capacity or to assist in the
governance of the Corporation, with responsibilities and powers appropriate to
the nature of the committees as provided by the Board of Directors. At a committee meeting, a quorum shall be a
majority of the members of the committee.
Each committee shall submit minutes of its meeting to the Board of
Directors.
Article X.
Indemnification
In addition to the indemnification otherwise provided by
law, the Corporation shall indemnify and hold harmless its Directors and
Officers against all liability and expenses, including reasonable attorneys’
fees, in any proceeding (including without limitation a proceeding brought by
or on behalf of the Corporation itself) arising out of their status as
Directors or Officers, or their activities in an y such capacity to the full
extent permitted by applicable law including NC Gen. Stat. Chapter 55A, Article
8, part 5; provided however, that the Corporation shall not indemnify a
Director of Officer against liability or expenses that such person may incur on
account of activities of such person which were not done in good faith and at
the time taken were known or believed by him or her to be clearly in conflict
with the best interest of the Corporation.
Article XI
Charter Authorization
The Corporation accepts and acknowledges that it has
been granted a conditional Charter under the authority of the Experimental
Aircraft Association, Incorporated. Further the Corporation accepts and
acknowledges that the privileges granted to the Corporation, under a
conditional Charter, may be withdrawn in the event the Corporation fails in any
way or manner to meet the requirements of the Chapter Charter of the
Experimental Aircraft Association, Incorporated. In the event that the Experimental Aircraft Association,
Incorporated withdraws the conditional Charter of the Chapter, the Corporation
agrees to cease using any reference whatsoever to itself as a Charter Chapter
of the Experimental Aircraft Association, Incorporated.
Article XII
Dispute Resolution
In the event a dispute arises within the membership of
the Corporation, a written petition, endorsed by a quorum of members, as
defined in Article VI, may request intervention by the Office Staff of the
Experimental Aircraft Association, concerning a dispute within the Corporation.
The Membership will cooperate completely and fully with the Office Staff of the
Experimental Aircraft Association, in the resolution process. In the event a
dispute occurs within the Corporation, and it cannot be resolved with the
assistance of the Office Staff of the Experimental Aircraft Association, and it
is determined by the Office Staff of the Experimental Aircraft Association, to
be at an impasse, the Corporation agrees and acknowledges the authority and
responsibility of the Experimental Aircraft Association, to remove the Charter. If the Charter is removed, the Corporation
will have no further recognition or affiliation with the Experimental Aircraft
Association, Incorporated
Article XIII
Amendments to Bylaws
Except as otherwise noted, these Bylaws may be altered,
amended or repealed and new Bylaws may be adopted in whole or in part by (i)
the affirmative vote of two-thirds of al of the membership pursuant to action
taken at a meeting of the membership, provided that proper notice was given and
that such notice stated that amendment to the Bylaws was to be voted on and
generally described the proposed amendment, or (ii) by written consent of all
the membership.
Article XIV
Dissolution
The Corporation may be dissolved by a two-thirds
majority vote of the voting members. If the Corporation is dissolved, the Board
of Directors is responsible for ensuring that all debts and obligations are
paid, and the proper disposition of all records are sent to the EAA Chapter
Office at EAA Headquarters, P.O. Box 3086, Oshkosh, Wisconsin, 54903-3086. The Board of Directors shall dispose of all
of the assets of the Corporation exclusively for the purposes of the
Corporation in such manner, or to such organization or organizations organized
exclusively for religious, charitable, educational, scientific or literary
purposes as shall at the time quality as an exempt organization or
organizations under section 501(c)(3) and section 170(c)(2) of the Code as the
Board of Directors shall determine, or to federal, state, or local governments
to be used exclusively for public purposes.
Certification
I, __________________________________________the duly
elected, qualified and acting Secretary of Chapter 309 of the Experimental
Aircraft Association, Inc., do hereby certify that the foregoing are the Bylaws
of Chapter 309 of the Experimental Aircraft Association, Inc., adopted by
action duly taken as of _________________, 2005.
IN WITNESS WHEREOF, I have hereunto set my hand this
_________________ day
of __________________________, 2005.
_____________________________________
Secretary
Posted May 7, 2005