BYLAWS
ALAMEDA AERO CLUB
ARTICLE I - PURPOSE
1. The purpose of
this Club shall be to provide for its member's convenient means for flying at
the most economical rates.
ARTICLE II - MEETINGS
OF MEMBERS
1. All meetings of
the members, except as herein otherwise provided, shall be held at a place to
be determined by the President.
2. Meetings of the
Club shall be held at least quarterly at such time as the Board of Directors
shall determine. The meeting held in September shall be the Annual Meeting of
the Club for purposes of election of Directors.
3. Notice of the
meetings of the members shall be posted on the Club website, web scheduler, and announced in
the Club newsletter in a timely manner.
4. Special meetings
of the members may be held at such time and place as the President may
determine, or may be called by a majority of the Directors or by written
petition of at least twenty-five (25) members. It shall be the duty of the
Secretary to call such meetings within thirty (30) days after such demand.
5. Notice of
special meeting of members, stating the time and in general terms the purpose
thereof, shall be given in a like manner as the notice required for the regular
meetings.
6. At any meeting
of the members, a quorum shall consist of ten percent (10%) of the active
members who are in good standing.
7. The President,
or in his absence the Vice-President, or in the absence of the President and
Vice-President, a Chairman elected by the members present shall call the
meeting of the members to order and shall act as the presiding officer thereof.
8. The members
shall elect annually by ballot a Board of Directors as constituted by these
bylaws.
9. At every meeting
of the members, each active member shall have only one vote. Inactive members
shall not have a vote.
10. A majority vote
of the active members present is necessary for the adoption of any resolution
and for the election of a member to the Board of Directors.
11. Parliamentary
procedures will be followed and minutes will be kept at all meetings.
ARTICLE III -
DIRECTORS
1. The powers, business and property of the Club shall be exercised, conducted and controlled by a Board of Directors which shall consist of no less than three (3) nor more than eleven (11) members. The Board of Directors may fix the number of Directors from time to time.
2. Each director
shall be elected annually from the membership of the club at the annual September
meeting of the members.
3. The Board of
Directors shall appoint one member, not currently a member of the Board, who
will organize a
panel of members, none of whom include active Board members, to provide a list
of candidates
for the next Board of Directors. This panel shall submit its list of candidates
to the membership
in the Club newsletter at least one month prior to the annual September meeting
date. The membership
will be advised that write-in candidates will also be accepted.
4. In case of a
vacancy in the Board, the remaining Directors shall fill such vacancy by
appointment from the Club membership.
5. No later than
one week after the annual election of Directors the newly elected Directors
shall hold a meeting and organize by the election of a President,
Vice-President, Secretary, Treasurer, Aircraft Maintenance Officer, and such
other officers as the Directors may determine.
6. Regular meetings
of the Board of Directors shall be called at a time and place to be determined
by the President.
7. Special meetings
of the Board of Directors shall be called at any time on the order of the
President or on the order of a majority of the Directors.
8. Notice of
special meetings of the Board of Directors stating the time and, in general
terms the purpose shall be e-mailed and posted on the Club Scheduler not later
than three (3) days before the day appointed for the meeting. If a quorum of
the Directors shall be present at any meeting, any business may be transacted
without previous notice provided that each of the Directors not present shall
sign a waiver of notice, or consent to holding such a meeting or an approval of
the minutes thereof.
9. A simple
majority of the Directors elected shall constitute a quorum of the Board at all
meetings and affirmative vote of at least a majority of the Directors present
shall be necessary to pass any resolution or authorize any act of the Club.
Meetings of the Directors may be held by telephonic or other electronic means
as to any and all Directors provided that such Director or Directors shall sign
an approval of the minutes of such meetings.
10. Each member of
the Board of Directors shall serve without any compensation or reward.
11. The Board of
Directors shall cause to be kept a complete record of all its acts and
proceedings of its meetings and to present a full statement at the regular
meeting of the members, showing in detail the condition of the affairs of the
Club.
12. The Board of
Directors may assign to any member any duty or office which the Board deems
appropriate and necessary to the conduct of the Club and which is not otherwise
expressly provided for in these bylaws.
13. The Board of
Directors may engage salaried personnel or outside contractors to do and
perform such services on behalf of the Club as the Board deems
appropriate and necessary.
14. The Board of Directors shall have the power and authority to promulgate and enforce all rules and regulations pertaining to the use and operation of Club property and to do and perform or cause to be done and performed any and every act which the Club may lawfully do and perform.
15. Each Director
shall be indemnified by the Club for any and every act which the Club may
lawfully do and perform.
ARTICLE IV - OFFICERS
1. The President,
Vice-President, Secretary, Treasurer and Aircraft Maintenance Officer and such
officers as the Directors shall determine shall be elected by the Board of
Directors from their own number at the first meeting after organization of the
corporation and thereafter at the first meeting after the regular annual
meeting of the members and shall hold office for twelve (12) months and until
their successors are elected and qualified.
ARTICLE V - PRESIDENT
1. The President
shall be the Chief Executive Officer of the Club. He/She shall preside at all
meetings of the Club and the Board of Directors. He/She may call any special
meeting of the members or the Board of Directors and shall have, subject to the
advice and control of the Directors, general charge of the business of the
Club, and shall execute with the Secretary, in the name of the Club, all
contracts and instruments which have been first approved by the Board of
Directors.
2. The President
shall co-sign all checks in excess of $15,000 executed in the name of the Club.
3. The President
shall be responsible to the Board of Directors for the operation of the Club.
He/She shall make and enforce decisions regarding the suitability of all
equipment and the qualifications of all members for each type of flight
operation. He/She shall recommend for approval to the Board of Directors all
operational rules of the Club and shall report with recommendations all
violations of such rules by any member of the Club.
ARTICLE VI -
VICE-PRESIDENT
1. The
Vice-President shall be vested with all the powers and shall perform the duties
of the President in case of the absence or disability of the President.
2. The
Vice-President shall also perform such duties connected with the operation of
the Club as he/she may undertake at the suggestion of the President.
ARTICLE VII -
SECRETARY
1. The Secretary
shall keep the minutes of all proceedings of the members and of the Board of
Directors. He/She shall attend to the giving and serving of notices of all
meetings of the members and of the Board of Directors and otherwise. He/She
shall keep the book of bylaws, and such other books and papers as the Board of
Directors may direct. He/She shall execute, in the name of the Club, contracts
and instruments which have been first approved by the Board of Directors.
2. The Secretary
shall perform all duties incident to the Office of the Secretary, subject to
the control of the Board of Directors.
3. The Secretary
shall also perform such duties connected with the operation of the Club as
he/she may undertake at the suggestion of the President.
ARTICLE VIII -
TREASURER
1. The Treasurer, or, if he/she is unable, the President (or other Board member designated by the President) shall sign, in the name of the Club, all checks for the expenditures authorized by the Board of Directors and shall co-sign with the President (or other Board member designated by the President) checks in excess of $15,000.
2. The Treasurer,
or his/her designate, will provide a monthly report of the financial status of
the Club to the Board of Directors.
3. The Treasurer, or his/her
designate, shall inform the President on the 15th of each month if
any members are delinquent in their Club dues and will notify the President
when such delinquent dues plus any fines have been paid.
4. The Treasurer
shall perform all duties incident to the Office of the Treasurer, subject to
the control of the Board of Directors, and shall be responsible for the
timely filing of State and Federal tax returns for the Club.
5. The Treasurer
shall also perform such duties connected with the operation of the club as
he/she may undertake at the suggestion of the President.
ARTICLE IX -
AIRCRAFT MAINTENANCE OFFICER
1. The Aircraft
Maintenance Officer, or his/her designates approved by the Board of
Directors, shall be responsible for maintaining current information in the
logbooks of the aircraft.
2. The Aircraft
Maintenance Officer, or his/her designates approved by the Board of
Directors, shall be responsible for maintaining the aircraft in proper
operating condition, by or under the supervision of a properly certificated aircraft
and power plant mechanic, and for obtaining all inspections, major overhauls
and for compliance with all Airworthiness Directives for the aircraft.
3. The Aircraft Maintenance Officer shall be responsible for all papers required to be carried in the aircraft and for the execution of all papers required upon the completion of inspections and major repairs.
4. The Aircraft Maintenance Officer may sign
checks for authorized work on Club aircraft in amounts up to $5,000.
5. The Aircraft Maintenance Officer shall
designate plane captains from among the Club general membership. Plane Captains may authorize expenditures up
to $500 for routine maintenance without the prior approval of the Board of
Directors.
ARTICLE X - VACANCIES
1. If any Office,
other than that of President, becomes vacant for any reason, the President
shall appoint an interim successor until such time as the Board of Directors
shall elect a successor from the membership who shall hold office for the
unexpired term. If the Office of President becomes vacant, the Vice-President
shall become President and the Board of Directors shall elect a new
Vice-President from the membership.
ARTICLE XI - SAFETY
BOARD
1. If damage is
incurred to an aircraft or to Club equipment, the responsible pilot
shall provide a written statement to the Board of Directors. The Board of
Directors will then decide whether or not to convene a Safety Board.
2. If convened, a
Safety Board shall consist of such members of the Club as designated by the
Directors who were not involved in the accident.
3. The Safety Board
shall take all steps necessary to ascertain the facts, conditions and
circumstances of the accident; shall arrive at conclusions regarding the
probable cause and the responsibility for said accident; and shall make known
to the Board of Directors, and to all parties involved in the accident, its
findings in the form of a written report.
ARTICLE XII - HEARINGS
1. The Board of
Directors, upon receipt of the findings of the Safety Board shall offer to all
parties involved in the accident the opportunity of a hearing. Members accept
financial responsibility for all damage to Club aircraft due to fault or
negligence, while operating or attempting to operate, up to the amount of $500
for any one accident. The exceptions are in cases of routine mechanical
problems/failures or in the instances stated in Article XII, Section 2.
However, after the hearing, or if such hearing is waived by all parties
involved in the accident, the Board of Directors has the authority to reduce
financial responsibility of the member if there are extenuating circumstances.
The decisions of the Board of Directors shall be final.
2. The Board of
Directors shall not impose financial responsibility on any one member in excess
of $500 for any one accident, unless the damage results from a violation which
is not covered by insurance carried on the aircraft; then the party responsible
for the damage shall be liable for the full amount.
3. All financial
obligations imposed on any member as a result of the decision of the Board of
Directors shall be satisfied within thirty (30) days of written notice.
ARTICLE XIII -
MEMBERSHIP
1. New members may
be admitted to the Club only after being approved by two-thirds (2/3) of the Directors.
Membership shall be limited to fifty (50) in number for the first aircraft and
not more than a total of twenty-five (25) for any additional aircraft.
2. A member may withdraw from
the Club upon notification to the Secretary in writing.
3. A member may be expelled
by a two-thirds (2/3) vote of the Directors voting at any regular or special
meeting of the Directors. Ten (10) days notice shall be given to such member
who shall have the right to appeal to the membership at a meeting of the Club called
for this purpose. A majority of the members present and voting shall be
necessary to confirm such expulsion.
ARTICLE XIV - MEMBER
PAYMENTS
1. Joining fees: A
person duly admitted to the Club as provided for by these bylaws shall
be deemed a member upon payment of the necessary fees.
2. Dues: Each
member shall be assessed monthly dues in the amount of Thirty and no/100
dollars ($30.00), said dues to be payable one (1) month in advance, due on the
first day of each month. The monthly dues may be changed from time to time at
the discretion of the Board of Directors.
3. A general monetary assessment on the membership (except the regular
refundable deposit and the monthly dues) shall be made only with the approval
of the majority of the Club members present and voting.
4. Failure to pay
hourly charges for flying immediately upon completion of flight shall cause the
member to be immediately suspended from flying Club aircraft.
ARTICLE XV - CLUB
FINANCES
1. No member may
authorize expenditures or otherwise incur financial obligations in the name of
the Club except as expressly provided for in these bylaws or other regulations
duly promulgated by the Club membership.
2. The Treasurer is
authorized to expend Club funds in payment for all normal fixed costs of the
Club and all operating costs not in excess of $10,000. The Treasurer must
obtain prior approval from the Board of Directors for any unusual expenditure
in excess of Five Hundred and no/100 dollars ($500.00).
3. The Aircraft
Maintenance Officer, or a designate approved by the Board, may authorize
work on aircraft leased to the Club in a amount up to Two hundred dollars
($200) per plane without seeking approval from the owner, and may authorize
routine maintenance and repairs on Club-owned aircraft in an amount up to $5000. The Aircraft Maintenance Officer
must consult with the Treasurer before authorizing any work to determine
whether there are sufficient funds to pay for the work.
ARTICLE XVI - FLIGHT
PROFICIENCY PROGRAM AND FLIGHT RULES
1. The Board of
Directors shall develop, or cause to be developed, a Flight Proficiency Program
for all members to include, but not necessarily limited to, periodic check
rides with qualified flight instructors, in accordance with Farr's and insurance
requirements.
2. The Board of
Directors shall develop, or cause to be developed, a set of Flight Rules. The
Flight Rules will take into consideration varying levels of member's experience
and proficiency and the type of aircraft to be flown.
ARTICLE XVII - SURPLUS
The net savings or
surplus remaining after all operating costs and other expenses have been paid
shall remain in the Club's treasury for the purchase of new equipment, for
contingencies or for the purpose of reducing the hourly rates for flying as
shall be determined by the Board of Directors. The net savings in any event
shall not be distributed to the members for their individual use. In the event
of dissolution of the Club the assets of the Club shall be distributed
according to the dissolution formula in Article XVIII to the members.
ARTICLE XVIII -
DISSOLUTION
1. Purpose
The purpose of this
policy is to define the distribution of assets of the Alameda Aero Club to
existing club members in the event of dissolution of the Alameda Aero Club
(hereafter referred as "the AAC").
2. Scope
This policy is
limited to distribution of assets of the AAC, which can only be applied in the
event that the AAC becomes dissolved by vote of the active members of the AAC
in accordance with the current by-laws. This policy shall in no way imply that
AAC members have individual ownership rights to any assets of the AAC in whole
or in part at any time while the Club is an active organization.
3. Definitions
a. Member - Any dues paying member, whether active or inactive, on the current roster of the AAC.
b. Active Member - A member who is paying full monthly dues.
c. Honorary Member - A member who is not paying any dues.
d. Active Share - A credited share to a member for each active month.
e. Inactive Share - A credited ½ share to a member for each inactive month.
4. Accrual of shares.
On admission to the
club, a member receives (1) one share. Each member's shares accrue subsequently
at the rate of (1) one share per active month or 1/2 share per inactive month.
An AAC member can accrue up to a maximum of 48 credited shares. Any AAC member
who left the AAC in good standing and is reinstated to the AAC may be credited
by the AAC Board of Directors with the shares accrued during the previous
membership period. Any AAC member who was dropped from the AAC for any reason
(other than in good standing) shall lose all shares accrued during previous
membership periods when seeking AAC reinstatement.
5. Distribution Formula
As of the date of
dissolution, all shares by each vested member shall be summed and represent all
the qualified shares for subsequent distribution. Any excess monies after all
debts and obligations of the AAC shall be divided by the number of qualified
shares, and distributed to each member according to each member's vested
interest.
ARTICLE XIX -
AMENDMENTS
These bylaws may be
repealed or amended or new bylaws adopted at any meeting of the members called
for that purpose or any regular meeting of the members by a majority vote of
the members present and voting.
Rev: 9/10/2003