EXPERIMENTAL AIRCRAFT ASSOCIATION
BY-LAWS
CHAPTER 319, MEDFORD, OREGON
Amended by the General
Membership: October 11th 2007
ARTICLE I NAME
The name of this Chapter is
Experimental Aircraft Association (EAA), Chapter 319 Medford, Oregon. EAA
Chapter 319 is a private, non-profit organization, and will apply to be
recognized as a 501 (c) (3) institution by the IRS. Upon such recognition the
contributions to this organization will be fully tax deductible as authorized by
the Internal Revenue Code.
ARTICLE II LOCATION
The location and address for
EAA Chapter 319, 5060 Cirrus Drive Box 1, Medford, Oregon 97501.
ARTICLE III PURPOSE
The purpose of this Chapter is
to:
·
Encourage and engage in research for the improvement and better
understanding of aviation and the science of aeronautics.
·
Cooperate with and assist government agencies in the development of
programs relating to aviation activities.
·
Foster and promote, and engage in aviation education and safety through
the exchange of ideas of mutual interest.
·
Promote and encourage high standards in the design, construction, and
operation of all type of aircraft.
·
Promote, encourage, and facilitate an atmosphere where all are welcome to
join in and become a part of recreational and sport aviation.
·
Support and promote the mission, vision, goals, and objectives of the
Experimental Aircraft Association (EAA) through programs and services within the
chapter.
ARTICLE IV MEMBERSHIP
Eligibility for membership in
the Chapter is open to any person who has an interest in recreational and sport
aviation.
Classification of Membership:
There are four (4) types of membership. They are Regular, Family, Honorary, and
Youth.
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A Regular Member shall be any
person who pays dues and assessments, and within one year is a member in good
standing of the EAA located in Oshkosh, Wisconsin.
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A Family Membership shall be
any Family, including one regular membership, member~ spouse, children under
the age of 2O, and any parents living in the same household, who pay the
appropriate membership dues.
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An Honorary Membership shall
be any person whom the Board of Directors wishes to extend an Honorary
Membership. Honorary membership can be given in recognition and appreciation
of the support for this chapter or aviation in general. Honorary members
cannot hold any elected office and do not have voting privileges.
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Youth Membership: Youth
Membership is intended for persons under 19 years of age, interested in
aviation, and associated with a group such as the Boy Scouts. Youth members
cannot hold any elected office nor do they have voting privileges.
Duration of Membership:
The duration of a Regular Member shall be one (1) calendar year. The duration of
a Family Membership shall be one (1) calendar year. The duration of an Honorary
Membership shall be as decided by the Board of Directors. The duration of a
Youth Membership shall be one (1) year and may be extended year to year, at the
request of the Youth Member(s), by the Board of Directors.
Voting Privileges of Members:
Each Regular Member is allowed one vote. Only the Regular Member within the
Family Membership is allowed to vote. Additional family members wishing full
voting privileges must pay full Regular Membership dues.
Removal of Membership:
Chapter membership is a privilege, which requires an appropriate commitment from
each member. Each member shall accept the responsibilities of membership, and by
acceptance agrees to promote EAA and this Chapter. A member, who by deed or
action, harms or jeopardizes the reputation or assets of the Chapter or EAA, may
be asked, following a two-thirds (2/3) majority vote of the member present at a
regular meeting, to relinquish their Chapter membership. A member who fails to
keep their Chapter membership dues current shall be removed from Chapter
membership March 15th.
Resignation of Membership:
Any member may resign their membership at any time by delivering a written
request to any Officer. The resignation shall become effective on the date of
receipt or a later date if requested.
ARTICLE V MEMBERSHIP DUES AND
ASSESSMENTS
The Officers and Board of
Directors, with the concurrence of the membership, 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 Membership
Meeting. Any proposed change in dues or assessment shall be published in the
newsletter or announced one meeting prior to the vote. The proposed dues or
assessment must pass by a majority vote of members in attendance. Current dues
amounts and assessments shall be published in the newsletter.
Dues shall be paid to the
Treasurer or person designated by the Treasurer or Officers. Dues are paid
annually and are due each January 1st Assessments shall be paid according to the
Assessment Resolution. Dues and assessments shall be considered wholly earned
and shall not be pro-rated in the event of expulsion or resignation. Honorary
members do not pay dues or assessments. They may be required to pay
for publications or shop use.
ARTICLE VI EXECUTIVE OFFICERS
Executive Officers of the
Chapter shall be the President, Vice-President, Secretary, and Treasurer. One
person may hold more than one office. The term of office for all officers shall
be one (1) year with elections to be held during the November membership meeting.
Installation of Executive Officers shall be at the December membership meeting
following their election. The Treasurer may be bonded in an amount determined by
the Executive Officers. The premium to bond the Treasurer shall be at the
expense of the Chapter.
Duties of the Executive
Officers: The following duties shall be performed by the Executive Officers.
The Executive Officers may, from time to time, be called upon to perform
additional duties.
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 Chapter business. The President shall execute
with the Secretary all contracts and Instruments which have first been approved
by the Board of Directors. The President may call special meetings of the Board
of Directors and/or the general membership. In case of the absence or disability
of the Treasurer, the President may execute checks for expenditures authorized
by the Board of Directors.
The Vice-President
shall be vested with the powers and authority of the President and shall perform
the duties of the President in the case of the absence, disability, inability,
for any reason. The Vice-President shall coordinate and monitor all chapter
special events. The Vice-President shall also perform such duties connected with
the operations of the Chapter at the suggestion or direction of the President.
At the request of the Board of Directors, the Vice-President shall arrange for
an audit or review of Chapter financial records.
The Secretary shall
have responsibility to take and publish minutes of all meetings. Minutes of
prior meetings shall be published in the Chapter Newsletter or Chapter Website.
The Secretary is responsible for publishing notice of all regularly scheduled
membership and Board of Directors meetings. The Secretary is also responsible
for publishing notice of special meetings. The Secretary shall keep a membership
book, roster or record showing the name of each member. The Secretary is
responsible for maintaining copies of all important records of the Chapter. This
includes the bylaws, papers of incorporation, tax exempt documents, and any
other records important to the operation of the Chapter. The Secretary submits
all appropriate reports and information to EAA. The Secretary, along with the
President, shall execute all contracts and instruments that have been approved
by the Board of Directors. The Secretary shall perform other duties incident to
the office of Secretary, subject to the control of the President and the Board
of Directors. In case of the absence or disability of the Treasurer, the
Secretary may execute checks for expenditures authorized by the Board of
Directors.
The Treasurer shall
execute all checks authorized by the Board of Directors. The Treasurer shall
receive and deposit all funds in a financial institution approved by the Board
of Directors. The Treasurer shall account for all receipts, disbursements, and
the balance of funds on hand. The Treasurer shall perform all duties subject to
the control of the President and Board of Directors. The Treasurer shall be
responsible for all insurance records and premium payments required by the EAA
and the Board of Directors.
ARTICLE VII BOARD OF DIRECTORS
Each member of the Board of
Directors shall have one vote including any member serving in a multiple
capacity. Major policy decisions will be approved by the general membership. The
Board of Directors shall consist of the following: The President,
Vice-President, Secretary, and Treasurer (Executive Officers) The last two (2)
past Presidents of the Chapter, Young Eagles Coordinator,
Newsletter Editor, Webmaster, Two (2) additional at large Chapter members. The
President shall preside over the Board of Directors as its Chairperson. The
primary responsibility of the Vice-President is Program Coordination. The two
(2) at large members of the Board shall be responsible for major chapter events.
The Young Eagles Coordinator, and two (2) at large elected
positions on the Board of Directors will be voted on as necessary each year to
maintain the Board. These Board members will be elected for a one (1) year term
at the same time as Executive Officers. Past Presidents shall remain members of
the Board of Directors for two (2) years. 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. The President or a majority of the Board of
Directors may call Special Meetings of the Board of Directors at any time.
A Notice of Special Meetings
of the Board of Directors, stating the location, time, and purpose of the
meeting shall be mailed or personally given to each member of the Board of
Directors at least 7 days prior to the time of the meeting. No notice is
required for regularly scheduled meeting. Any business of the organization may
be transacted at any regularly scheduled Board of Directors meetings without
prior notice, subject to other articles of the bylaws. Roberts Rules of Order
will be followed during major decisions. A majority (50%) of the Board of
Directors shall constitute a quorum of the Board of Directors. Each member of
the Board of Directors shall serve the Chapter without compensation. The Board
of Directors shall have the power and authority to enforce all rules and
regulations pertaining to the use and operation of the Chapter's property.
ARTICLE VIII MEMBERSHIP MEETINGS
All meetings of the members
shall be held at a place to be determined by the Board of Directors. Notice of
regular membership meeting shall be posted or provided to each member. This
notice will be provided through the newsletter or a special mailing. Special
membership meetings may be held at such times and places as the president may
determine. Special meetings may also be called by a majority of the Board of
Directors. Notice of special membership meetings, stating the location, date,
time, and purpose of the meeting shall be provided to the membership in the same
manner as regular meetings or by a special letter. A quorum shall exist at
membership meetings if twenty-five (25) percent of the regular members are
present. In the absence of the President, Vice-President, Secretary, and
Treasurer, a temporary meeting Chairman may be appointed by the members of the
Board of Directors and shall act as the presiding officer. Each regular member
shall have one vote on any question or resolution. In the absence of a member,
that member shall have the right to vote by proxy. The Secretary shall be
responsible for the method by which any proxy votes are issued, accepted,
validated, or counted. A simple majority of the members present or represented
by proxy is necessary for the adoption of any resolution, except for a
resolution that calls for the organization to separate its relationship with the
EAA, Inc. In this case a two-thirds (2/3) majority vote is required for
adoption. The Board of Directors shall gain Membership approval for expenditures
exceeding $500.00. Roberts Rules of Order will be followed during major
decisions.
ARTICLE IX VACANCIES
If the office of President,
Vice-President, Secretary, or Treasurer becomes 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.
ARTICLE X ELECTIONS
The President shall appoint a
nominating committee made up of at least three (3) regular members. The
appointment of the nominating committee shall take place prior to the September
meeting. The appointments to the nominating committee will be announced to
members at the regular meeting in September, or earlier. In addition the names
of the nominating committee shall be published in the newsletter. The nominating
committee shall canvas current officers and directors to determine if they wish
to seek re-election to their current position or be nominated for any other
position. The committee shall also canvas the membership and make announcements
at regular meetings to seek members interested in an elected position. Further,
the nomination committee shall make them selves available to the membership
seeking any regular members who may be interested in running for an elected
position. At the October membership meeting the nominating committee shall
present the nominations they have obtained to the membership. In addition, open
nominations will be accepted from the members during the meeting. Once all
nominations have been received, a slate of nominees will be posted and published
in the next newsletter. The November Meeting is the Annual Business Meeting
required by law. Elections of officers and directors will take place at the
November membership meeting. Voting shall be done by written ballot if there are
more nominees than required for any office. Three (3) members appointed by the
Board of Directors shall monitor the election. All Ballots will be counted and
confirmed by the monitors and the results of the election announced to the
members present. All newly elected officers and directors shall assume their
responsibilities at the close of the December meeting.
ARTICLE XI TRANSITION OF LEADERSHIP
At the first Board of Directors
meeting following an election, Chapter records and information will be passed on
to newly elected officers or directors. At the first Board of Directors meeting
following an election, there shall be a review of the following: Bylaws, Goals,
Mission and vision statements, Articles of Incorporation, Financial
report/status, Tax status, and Insurance policies to ensure they are clearly
known and understood. Discussion should include consideration to any needed
change in any of the documents, status, insurance, etc. Headquarters EAA shall
be updated with the names of new officers and directors as required. Financial
institutions will be updated with new officer’s names and signature cards as
necessary.
ARTICLE XII FINANCIAL REPORTS AND
AUDITS
The Treasurer shall prepare a
quarterly and an annual financial report. The Treasurer shall verbally summarize
these reports to the membership. The Treasurer shall present these reports to
the Board of Directors and review them as required with the Board of Directors.
The annual financial report shall be published in the newsletter. At the request
of the Board of Directors, the Vice-President shall recruit an outside certified
public accountant or other appropriate party to conduct an audit/review of the
financial records of the Chapter. A report of this audit or review shall be
provided to Chapter Officers, the Board of Directors, and the membership. At the
discretion of the Board of Directors, an internal audit/review committee of at
least two (2) regular members may be substituted for the outside audit.
ARTICLE XIII FACILITIES, TOOLS, AND
OTHER ASSETS
The Chapter officers and the
Board of Directors shall ensure all facilities, tools, and other assets are
properly insured against loss.
ARTICLE XIV ORGANIZATION COMMITTEES
The President or Board of
Directors may establish committees for any purpose at any time.
ARTICLE XV AMENDMENTS
The bylaws of the Chapter may
be repealed or amended, or new bylaws adopted at any meeting of the membership
called for that purpose. The bylaw issue(s) must pass by a two-thirds (2/3)
majority vote of the regular members present who are eligible to vote.
ARTICLE XVI DISSOLUTION
The Chapter may be dissolved by
a two-thirds (2/3) majority vote of the membership. Upon dissolution of this
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
corresponding section of any future tax code). Otherwise, the assets shall be
distributed to tile 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 the
Court of Common Pleas of the county in which the principal office of the
corporation is then located, exclusively for such purposes or to such
organizations, as said Court shall determine, which are organized and operated
for such purpose. If the Chapter is dissolved, the President is responsible for
the proper disposition of all Chapter records, materials, and assets to another
qualifying EAA Chapter or the Experimental Aircraft Association (EAA), P.O. Box
3086, Oshkosh, Wisconsin, 4903-3086.
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