BYLAWS OF EAA CHAPTER 1111, INC.
ARTICLE 1 NAME
The name of the corporation shall be “EAA CHAPTER 1111, Inc.”
ARTICLE 2 PURPOSE
The purpose of the corporation shall be as follows:
a. To promote the sport and hobby of recreational aviation.
b. To cooperate with and assist governmental agencies in the development of programs relating to aviation activities.
c. To promote and encourage aviation safety in the design, construction, and operation of all types of aircraft.
d. To encourage and engage in research for the improvement and better understanding of aviation and the science of aeronautics.
e. To foster, promote and engage in aviation education.
f. To promote and encourage grass roots efforts relating to aviation research and development.
g. To foster closer fellowship among its members through the exchange of ideas of mutual interest.
h. To operate as a local Chapter of the Experimental Aircraft Association, Inc. (The “EAA”), to cooperate with the EAA and to further the goals and purposes of that Association within the Geographic area served by the corporation and to comply in all respects with all policies and procedures of the EAA as that Association might establish for its Chapters at any time and from time to time.
ARTICLE 3 LOCATION OF OFFICE
The location of the principal office of the corporation shall be at Southwest Washington Regional Airport (KKLS), the city of Kelso, or at such other place within the State of Washington as the Board of Directors may from time to time determine.
ARTICLE 4 MEMBERSHIP
Section A. ELIGIBILITY FOR MEMBERSHIP AND BENEFITS OF MEMBERSHIP
There are five (5) types of Chapter Memberships. These Chapter Membership Classifications include; Regular, Family, Honorary/Complimentary, Special, and Life. The specific details of these Chapter Membership Classifications are described in the following paragraphs:
1. Regular Chapter Membership: A Regular Chapter Member shall be any person who pays Chapter dues and is a Member in good standing of 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 Chapter Membership dues and are Family Members of EAA (Experimental Aircraft Association Incorporated).
3. Honorary/Complimentary Membership: A Honorary/Complimentary Chapter Member shall be any person to whom the Chapter Officers, Chapter Board of Directors, or Chapter Membership wishes to extend an Honorary Chapter Membership. Honorary/Complimentary Chapter Memberships may be given to a person in recognition or appreciation of the support that person has provided to the Chapter. Honorary/Complementary Chapter Members may not hold any elected or appointed Chapter Office or Position, nor are they entitled to any voting privileges within the Chapter. Honorary/Complimentary Members are not required to be members of EAA (Experimental Aircraft Association Inc.), but the Chapter Office at EAA Headquarters will extend a complimentary one year EAA Membership to any Honorary/Complimentary Chapter Member upon written request from the Chapter Officers, Chapter Board of Directors or Chapter Membership.
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 Chapter Membership dues and to whom the Chapter Officers, Chapter Board of Directors, or Chapter Membership wishes to extend a Chapter Membership. The Chapter Office at EAA Headquarters will extend a one year complimentary EAA Membership to any Special Chapter Member upon written request from the Chapter Officers, Chapter Board of Directors, or Chapter Membership.
5. Life Chapter Membership: A Life Chapter Membership may be bestowed on an individual Chapter Member at the discretion of the Chapter Officers, Chapter Board of Directors, or Chapter Membership. 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 Chapter made by the individual. A Life Chapter Member may hold any Chapter Office, shall have full voting privileges within the Chapter, and is exempt from annual Chapter dues.
Section B. VOTING MEMBERS
Voting Privileges of Chapter Membership: Voting privileges within the Chapter shall be limited to Regular Chapter Members, Family Chapter Members (excluding Children under 18 years of age), Special Chapter Members and Life Chapter Members. Honorary/Complimentary Chapter Members shall not have voting privileges within the Chapter.
Section C. DURATION OF MEMBERSHIP
(l) Duration of membership shall be dependent upon the continued fulfillment of all the requirements which qualified the individual for original membership so that as an example by the way of illustration and not limitation, an individuals membership in the Chapter shall terminate automatically upon his or her failure to continue as a member in good standing of the Experimental Aircraft Association, Inc., or upon his or her failure to pay all required Chapter dues and assessments. The Duration of a Regular and Family Chapter Membership shall be one (1) calendar year. Honorary/Complimentary or Special Chapter Memberships may be extended or continued beyond one (1) year at the discretion of the Chapter Officers, Chapter Board of Directors, or Chapter Membership. Life Chapter Membership is continuous for the life of the Chapter Member. Life Chapter Membership is not transferable to another person. All Chapter Members with voting privileges in the Chapter must maintain a current membership with the EAA (Experimental Aircraft Association Incorporated). The Honorary/Complimentary Chapter Members can not vote.
(II) Any member may be expelled from membership for committing one or more actions that damage or jeopardize the Chapter, such expulsion shall require a 75% vote of the Chapter membership present in person or proxy at a regular or special meeting of the Chapter membership.
(III) A member may resign from the Chapter at any time upon notice in writing addressed to the Chapter Secretary.
Section D. MEMBERSHIP DUES
The Chapter dues shall be established from time to time by the Executive Board of Directors, as shall be the time and required method of payment. No dues shall be required of an Honorary Member or Family Members. In the event that a person is a member of the Chapter for only a partial period, such as in the event of his or her death, resignation or expulsion, the dues for that period may or may not be adjusted, at the discretion of the Executive Board of Directors. In the event that a membership terminates for any reason, any dues owed by that person to the Chapter shall constitute an enforceable debt owed to the Chapter and such person maybe reinstated as a member only after full payment is made of any such amounts.
Section E. MEETING OF MEMBERS
(I) An annual meeting of the membership shall be held in the month of October each year, within the State of Washington, at a time designated by the President. Special meetings of the membership may be called by the President, by the Executive Board of Directors or by any 10 members; notice of any such meeting shall be sent by E- mail to all the members, which notice shall set forth the place, date, time and purpose of the meeting. At any membership meeting, a quorum shall consist of the presence (in person or by proxy) of 50 percent or more of the voting members in good standing and (except as provided in article 8), the affirmative vote of a majority of the members present or presented by proxy shall be necessary for any action, resolution or election.
(II) Annual or special meetings of the members shall be called to order and presided over by the President, one of the Vice Presidents (if the President is absent) or any other Principal Officer (if the President and Vice Presidents are absent. Meetings shall be guided by Roberts Rules of Order, although strict adherence to those Rules shall not be required unless so requested by majority vote of the members.
ARTICLE 5 OFFICERS
Section A. PRINCIPAL OFFICERS
(I) The Principal Officers of the Chapter shall be a President, two Vice Presidents, Secretary and Treasurer. The offices of Secretary and Treasurer may be held by one person. In addition, there may be such subordinate officers as may be determined from time to time by the Board of Directors. Only persons who are voting members of the Chapter in good standing shall be eligible to be Principal Officers or subordinate officers of the Chapter. Failure to maintain such standing shall be considered to constitute a resignation from such office.
(II) The Principal Officers shall be elected by the members at the annual membership meeting held in each odd year.
The term of each such Officer shall be two years and shall end at the second succeeding annual membership meeting after his or her election. In the event that there is a vacancy among the Principal Officers, whether by resignation, death or otherwise, such vacancy shall be filled by the Executive Board of Directors on an interim basis until the next annual membership meeting, at which time a successor Officer shall be elected by the members. Any such successor shall serve until the next annual membership meeting at which the other Principal Officers are to be elected.
Section B. THE PRESIDENT
The president shall be the Chief Executive Officer of the Chapter and of the Executive Board of Directors. He may call special meetings of the Executive Board of Directors and, subject to the advice and control of the Executive Board of Directors, shall have general charge of the business or the Chapter. He shall execute with the Secretary all contracts and instruments which have first been approved by the Executive Board of Directors, provided that the Executive Board of Directors may instead vest in any one or more Principal Officers or subordinate officers the authority to enter into contracts or instruments obligating the Chapter to an expenditure of less than $25.00.
Section C. THE VICE PRESIDENTS
This office shall have two Vice Presidents, the 1st Vice President and the 2nd Vice President. The intent of this dual office is to have sufficient officers available for the possibility of one of the Vice-Presidents to become the President should the nominating committee and membership so choose to do so. The 1st Vice President shall act on behalf of the President in the absence of the President.
The Vice Presidents shall be vested with all the power and shall perform the duties of the President in case of the absence, disability or inability for any reason of the President to perform the duties of his office. The Vice Presidents shall also perform such duties connected with the operation of the Chapter as he may undertake at the direction of the President or the Executive Board of Directors.
Section D. THE SECRETARY
The Secretary shall keep the minutes of all proceedings of the members and the Executive Board of Directors in books provided for that purpose, and shall attend to the giving and serving of notices of all meetings of the members and theExecutive Board of Directors. He shall keep such other books and papers as the President or Executive Board of Directors may direct. He shall execute with the President, in the name of the corporation, all contracts and instruments which must be, and shall have been, approved by the Executive Board of Directors, provided that the Executive Board of Directors may instead vest in any one or more Principal Officers or Subordinate officers the authority to enter Into contracts or instruments obligating the Chapter to an expenditure of less than $25.00. The Secretary shall also perform such duties connected with the operation of the Chapter as directed by the President or the Executive Board of Directors.
Section E. THE TREASURER
(I) The Treasurer shall maintain general responsibility for the payment of all expenditures authorized by the Executive Board of Directors and shall execute in the name of the Chapter, together with the President or the Vice President, all checks for expenditures authorized by the Executive Board of Directors, provided that the Executive Board of Directors may authorize the President, Vice Presidents or Treasurer, or any subordinate officer, to execute, without the requirement of any co-signature, all checks in the amount of less than $25.00.
(II) The Treasurer shall also be responsible for the receipt and deposit of all funds of the Chapter in a financial institution selected by the Executive Board of Directors. He shall also account for all receipts, disbursements and balances on hand. The Treasurer shall further perform such duties connected with the operation of the Chapter as directed by the President or the Executive Board of Director. The Treasurer, and such other Principal Officers or subordinate officers as may be designated by theExecutive Board of Directors, may be bonded at the expense of the Chapter.
Section F. FACILITIES MANAGER
The Facilities Manager shall oversee the maintenance and care of the chapter facilities, to include the clubhouse and any hangar or ground leased from the city or owned by the chapter. The Facilities Manager shall also see that the agreements with the city and the EAA hangar tenants are current and correct.
Section G. COMMITTEE CHAIR POSITIONS
The Chapter may have additional committees or positions in keeping with the purpose of the Chapter. Examples include Young Eagles Coordinators, Chapter Historian, New Members Coordinator, Tech Counselor, Flight Advisor, Etc. These positions shall be appointed by the Chairman and ratified by the Executive Committee annually or as needed during the year.
Section H. PAST PRESIDENT
The immediate Past President shall, at their option, serve as an Ex-Officio Member of the Board of Directors in a generally non-voting advisory capacity. A past president vote can be requested only by the current sitting President if they deem it necessary to conduct the business at hand, (such as for breaking a tie, or having enough votes to conduct the business at hand) or by a unanimous request of the attending board members. It must be officially requested by one of the two ways stated above to count, as it cannot be offered. This chair is not mandatory to fill, and is offered as a courtesy to the immediate previous sitting president if they wish to continue to be informed and engaged in the clubs business and activities.
ARTICLE 6 EXECUTIVE BOARD OF DIRECTORS
Section A. GENERAL
The powers, business and the property of the Chapter shall be exercised, conducted and controlled by the ExecutiveBoard of Directors of no less than five persons. The Executive Board of Directors shall consist of three classes, namely: Class I Directors, who shall be those persons who are the Principal Officers of the chapter from time to time, Class II Directors, who shall be elected by the chapter members as hereinafter described and Class III Directors, who shall be elected by the Chapter members as hereinafter described. Only persons who are EAA and Chapter voting members in good standing shall be eligible to be Directors of the Chapter and a Failure to maintain such standing shall be considered to constitute a resignation from the Board. No compensation shall be paid to Directors for service on the Board.
Section B. ELECTION
The ExecutiveBoard of Directors shall be elected by the members at the annual membership meeting held in each odd year.
Section C. VACANCIES
In the event that a Director resigns, dies or otherwise becomes ineligible or unable to serve on the Executive Board of Directors, the vacancy thereby created shall be filled by the members at the next annual membership meeting The fact that there are one or more vacancies on the Board at any time shall not affect the validity of any action taken during the period of such a vacancy.
Section C.1. DISMISSAL OF INACTIVE DIRECTOR
If an executive officer fails to notify the president of a need to be absent and this occurs three consecutive times, the executive officer will be considered non-responsive to his or her elected duties as a representative of EAA Chapter 1111 and may be dismissed from the position as determined by the Board of Directors.
Section D. MEETINGS
(I) A Regular Annual Meeting of the Executive Board of Directors shall be held during the month of October of each year, at a time and place within the State of Washington selected by the President. Special meetings of the Executive Board of Directors may be called by the President or by direction of no less than three Directors. Notice of a special meeting shall be in writing and shall state the time, the place and the purpose of the meeting; such notice shall be E- mailed or personally delivered to each Director at least 48 hours prior to the time and date of the meeting.
(II) A quorum shall require the presence of a majority of the Directors then serving in office and the affirmative vote of a majority of the Directors present shall be sufficient for any action, resolution or election. Each Director shall have one vote at every annual or special meeting; voting shall be in person and no proxies, E- mail or mail ballots shall be permitted, but any action required to be taken by the Executive Board of Directors may instead be taken by unanimous written consent of all the Directors then serving the office.
ARTICLE 7 ELECTIONS
A nominating committee consisting of up to five Chapter members shall be selected by the Executive Board of Directors no less than 90 days prior to the annual membership meeting. The Committee shall select at least one candidate for each position on the Executive Board of Directors to be filled at such meeting and shall present the slate of candidates to the members not less than thirty days prior to the meeting, either by E-mail or by including such slate in a publication E- mailed to the members.
ARTICLE 8 AMENDMENTS
These Bylaws may be amended or restated by a majority vote of the members present in person or by proxy at the annual membership meeting or at any special meeting called for that purpose, providing that the required vote shall be 85 percent with respect to any amendment deletion or other change to Articles 1, 2(H), 4A(I), 4C(I) and 8 hereof.
ARTICLE 9 FISCAL
The fiscal year of the Corporation shall be January 1st through December 31st.
During the first quarter following each fiscal year and audit will be conducted of the preceding fiscal year by a party or parties selected by the President. The audit will require that a report be submitted to the Board of Directors and will include the following; the balance of all Corporation accounts on January 1st, the income and expenses for each month and the balance of all accounts on December 31st. The banking institution responsible for the chapter checking and savings accounts will be asked to confirm account balances in writing.
ARTICLE 10 CONFLICT OF INTEREST
Section A. PURPOSE
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section B. DEFINITIONS
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
A. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement;
B. A compensation arrangement with the Organization or with any entity or individual with which the Organization 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 Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section C. PROCEDURES
A. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
B. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
C. Procedures for Addressing the Conflict of Interest
1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Section D. VIOLATIONS
A. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
B. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section E. RECORDS OF PROCEEDINGS
The minutes of the governing board and all committees with board delegated powers shall contain:
A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section F. COMPENSATION
A. A voting member of the governing board who receives compensation, if any, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
C. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section G. ANNUAL STATEMENTS
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
A. Has received a copy of the conflicts of interest policy,
B. Has read and understands the policy,
C. Has agreed to comply with the policy, and
D. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section H. PERIODIC REVIEWS
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
B. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section I. USE OF OUTSIDE EXPERTS
When conducting periodic compliance reviews, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE 11 DISSOLUTION
The Chapter may be dissolved by a two-thirds majority vote of the voting Chapter Members. If the Chapter is dissolved, the Chapter President is responsible for ensuring that all Chapter debts and obligations are paid, and the proper disposition of all Chapter records are sent to the EAA Chapter Office at EAA Headquarters, P.O. Box 3086, Oshkosh, Wisconsin, 54903-3086. The Chapter President is also responsible for the disposition of all Chapter materials and assets that shall be donated to another non-profit organization. (The EAA and EAA Foundation are both non-profit organizations).