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EXPERIMENTAL AIRCRAFT ASSOCIATION
BY-LAWS
CHAPTER 319, MEDFORD, OREGON
Amended by the General Membership: 2011
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. The contributions to this organization are 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 15, 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.
- A Regular Member shall be any person who pays dues, and within one year is a member in good standing of the EAA located in Oshkosh, Wisconsin.
- A Family Membership shall be any Family, including one regular membership, member partner, children under the age of 20, who pay the appropriate membership dues.
- 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.
- Youth Membership: Youth Membership is intended for persons under 20 years of age who are interested in aviation. 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 (January through December). The duration of a Family Membership shall be one (1) calendar year (January - December). 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:
Both regular and partner members of a family membership are allowed one vote each. 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 members 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 1st. Assessments shall be paid according to the Assessment Resolution. Dues and assessments shall be considered wholly earned and shall not be prorated in the event of expulsion or resignation. Honorary members do not pay dues or assessments.
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 meeting following their election as determined by the Board of Directors. 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 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 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 shall keep a membership roster or record showing the name of each member. 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 immediate past President 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 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. 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 e-mailed or verbally given to each member of the Board of Directors at least 3 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 on the website via email to each member with email address. Printed newsletters will be mailed to those members without email. 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 of the members voting are required for adoption. In like manner the Board of Directors shall gain Membership approval for expenditures exceeding $1000.00 or resolutions with long term commitments. 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 themselves 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 a meeting date determined by the Board of Directors.
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 officers 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 changes in the bylaws must be published to the membership at least two weeks before the meeting. 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.