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Bylaws "Tree Top
Flyers"
I.
GENERAL A.
Description: The “Tree Top Flyers” organization, referred to herein as
"the Club”, is a certificated non-profit corporation operating
in accordance with the
laws of the State of South Carolina. B. Location: The official address and registered office of the Club is an appointed agent at the mailing address of the club headquarters, if applicable. Otherwise, it will be the address of the Club president, secretary or other club officer, as deemed necessary and appropriate by the Club's Board. C. Affiliation: The Club is affiliated with the United States Ultralight Association (USUA) and is recognized as Club # 156. D. Non-Discrimination: The Club does NOT discriminate on the basis of age, sex, race nor religious preference. II.
OBJECTIVES
The
purpose of the Club is to facilitate and promote the sport of ultralight and
light aircraft flying by: A.
Providing
a suitable organization and site for flight operations in central South
Carolina. B.
Providing
a forum for safety, education, exchange of technical information, and other
cooperative activities amongst its members. C. Pursuing
initiatives to integrate ultralight flying into the general aviation community. D.
Supporting
the work and objectives of the larger ultralight movement on the national and
international levels. III.
MEMBERSHIP A.
Eligibility: Any aviation enthusiast who subscribes to the
purpose of the Club, completes the prescribed application, and pays the annual
dues is eligible for membership. Club
members are also urged to support the United States Ultralight Association
through individual membership to the national organization. B.
Class:
There is only one class of membership in the Club and each member shall be
entitled to one vote. C.
Dues: Dues are
determined by the Board of Directors, subject to ratification by the membership.
Payment of annual dues to the Club Treasurer should be made by December
31st of a particular year for the period of January 1st through December 31st of
the following year. New members
joining the club after January 1st will pay a prorated amount for the months
remaining in the calendar year. D.
Termination: Termination of membership in the Club for a
particular member may be for one of the following reasons: 1.
Resignation: A member may resign from the Club at any time by
notifying one of the elected officers. Dues
paid for the membership year are NOT refundable. 2.
Undesirable Actions: A member may be terminated for actions which are
undesirable or jeopardize the credibility, standing, or reputation of the Club
upon recommendation of the Board of Directors
[ and ratification by three-fourths (3/4) of the vote of members present
at a regular meeting ].
3.
Nonpayment of Dues: Membership in the Club is terminated for
nonpayment of dues whenever such payment is thirty (30) or more days past due.
IV.
MEETINGS A.
Annual:
The annual meeting of the Club as a Corporate entity shall be held in January of each calendar year at a time and place to be announced to
the membership at least 7 calendar days prior to the meeting.
The annual meeting is for the purpose of receiving annual reports of the
Club Officers and committees and other related business. B.
Regular: Regular meetings are held on the third Saturday of
each calendar month at a time and place announced on the official Club website.
Additionally, the use of electronic mail will routinely be used for
announcing meetings. These electronic means will be the primary methods of
informing members of upcoming meetings and events. C.
Elections: Election of officers shall occur in November of
each year at the regularly scheduled monthly Club meeting for the following
calendar year. D.
Special: Special meetings of the membership may be called
at the discretion of the President. The
President shall notify the members of the time, place and general purpose of
such special meetings. E.
Quorum:
The presence of at least two officers and one fourth (1/4) of the Club
membership is required to constitute a quorum at any meeting.
If these conditions are not met, then any meeting of club members shall
not be construed as an “official” club meeting. F.
Vote:
Unless specified otherwise in the Bylaws, a majority vote (i.e. 51%) of the
members in attendance at a meeting is controlling. V.
BOARD OF DIRECTORS A.
Number: The powers, business and property of the Club are
exercised and conducted by a Board of Directors. The
four (4) elected Officers for a particular calendar year will serve as Board
members. The Safety
Officer, if one is appointed, and any "ex-officio" members (see
G. below) will also serve as Board members. Additional Directors may be
appointed and/or elected by the general Club membership, as deemed appropriate. B.
Chairman: The Club President acts as Chairman of the Board. C.
Meetings: Meetings of the Board are called at a time and
place to be determined by the President. A
meeting may also be called and scheduled by any two members of the Board of
Directors. D.
Quorum: A
simple majority (i.e. 51%) of Board members shall constitute a quorum and the
affirmative vote of the majority of the whole Board (51%) is required to
pass any proposed action. For
example, if the Board consists of 6 members, then 4 members are required for
quorum and to pass any proposed action(s). E.
Authority: The Board of Directors has such authority as is
specifically provided by the Bylaws or not prohibited by them. F.
Compensation: All
Directors and Officers serve in their respective capacities without compensation
or tangible reward. G.
Ex-Officio: The owner or operator of
any flying site used by the Club as its base of operations shall be an
“ex-officio” member of the Board. H.
Term of Office: Term of office for a Director is one year.
In the event of an unscheduled vacancy, the Board shall appoint a member
to serve in the vacated capacity until the next business meeting.
The election of any new Director shall be preceded by notification to the
general membership by electronic or other means at least 14 calendar days before
the election is held. VI.
OFFICERS A.
Number: At least four (4) Club officers shall be elected
each year to include President, Vice-President, Secretary, and Treasurer. A
fifth club officer, Safety Officer, may be elected by the membership or
appointed by the President. If
a Safety Officer is not elected, then the Vice-President will serve in that
role. B.
Installation: Installation of officers will occur at the first
regular business meeting in January of each calendar year. C.
Vacancy: In
the event of an unscheduled vacancy of an officer, the Board of Directors shall
appoint a member of the Club to serve until the next regularly scheduled meeting
of the membership. The membership
shall be notified by electronic or other means at least fourteen (14) calendar
days before such an election. D.
President: The chief executive officer of the Club and
Chairman of the Board of Directors is the President, who presides at all
meetings of the membership, appoints committees, signs and executes contracts in
the name of the Club, and appoints and discharges agents, committees and
employees. The President has
supervision over the general affairs of the Club and authorization of
expenditures not reserved to the Board of Directors or the membership.
In case of absence of the Treasurer, the President may execute checks for
expenditures authorized by the Board of Directors. E.
Vice-President: This officer assists the President with his
duties and performs such other duties connected with operation of the Club as
the President or Directors request. In
the absence, disability or other inability of the President to perform the
duties of his/her office, the Vice-President shall be vested with all the
prerogatives of the President. If there is no Safety Officer elected, then the
Vice-President shall also perform the normal duties of Safety Officer. F.
Secretary: This
officer performs duties connected with the administration of club business,
subject to the direction of the President and the Board of Directors.
Duties include taking and keeping minutes of each Club related meeting,
keeping an appropriate membership roster, the book of Bylaws, and other such
books, records and papers as may be required by the membership or by local,
state, and/or federal law. The secretary executes with the President, on behalf of the
Club, all contracts and instruments approved by the Directors and membership.
This officer also informs the general membership at least seven (7)
calendar days in advance of any meetings, seminars or other Club related
activities. The Secretary also
arranges for any announcements to the Public and/or new media. G.
Treasurer: This officer is responsible for administration of
the financial affairs of the Club and executes on behalf of the Club payments
for expenditures, as authorized in these Bylaws.
The Treasurer also accounts for all receipt of funds and disbursements,
the balance of funds on hand, and any forms or files which may be required by
local, state and federal authorities. A
summary of current expenses and receipts is prepared for presentation to the
Board of Directors and members at the regularly scheduled meeting each month.
In coordination with the President, the Treasurer prepares the annual
financial report of the Club for presentation to the membership. H.
Safety Officer: This officer is responsible for establishing
procedures for flight operations at the Club’s base of operations, and for
directing all Club flying activities at the Club base of operations including
tie-down, operation of aircraft, and all safety procedures and actions. A club
operations manual shall be maintained by the Safety Officer which sets forth
policy and procedures for all aspects of club flying activities. In the event
that a safety officer is not elected, then the Vice-President will serve in that
capacity. The Safety Officer will
ensure that all club members are aware of safety rules and regulations. I.
Other Appointed Officers: Contingent upon the level and nature of Club
activities, it may be necessary for the President to appoint members to carry
out specific functions on a continuing basis.
Such appointments must be approved by the Board of Directors and may
include, but are not limited to: 1.
Editor: To produce a Club newsletter. 2.
Public Relations Officer: To deal with area new media. 3.
Webmaster: To establish and maintain a Club website. 4.
Photographer: To produce photographs and document activities of
the Club. 5.
Maintenance Officer: To insure that Club equipment is properly
maintained. J. Meeting Attendance: Each club officer is obligated to attend at least 75% of official club meetings in order to remain in office. For example, if there are 11 monthly meetings (excluding December) and one Board meeting, then the officer must attend at least 9 of the 12 total meetings. In the event that an officer is absent for more than 25% of club meetings (normally 3), then the membership shall elect a new officer immediately upon the next absence, or as soon as is reasonably practical. However, the membership may elect to allow the officer to remain in office under specifically defined conditions. The election of a new officer or the reprieve will be determined by a simple majority vote of the members in attendance. (Approved by a majority vote of the membership on 3/9/2003) VII.
ELECTIONS A.
When: Election
of officers for the upcoming year will occur at the regular Club business
meeting in November of each year for the upcoming year running from
January 1st through December 31st. In the event that elections can not be held
at that time, the President may appoint another date on which elections will
occur with at least seven (7) calendar days of advance notification to the
general membership. B.
Nominations: Any active member of the club in good standing
shall have the right to nominate a club member as an Officer for the upcoming
year. C.
Nomination Committee: If deemed appropriate, the President may appoint
a committee to serve as a nominating committee to recommend a slate of potential
officers for the upcoming year. D.
Majority Rule: The election of an officer for a particular position
will require a simple majority (51%) of members in attendance at the
meeting when officers are elected. The
active Club Secretary will be responsible for tallying votes and certifying
election results to the membership. VIII.
FINANCE A.
Fiscal Year: The fiscal year of the Club runs from January 1st
to December 31st of each calendar year. B.
Fees: The
Club Treasurer shall recommend to the members a schedule of fees that is
sufficient to meet the financial obligations of the Club and maintain the value
of club assets. C.
Normal Disbursements: The Treasurer is authorized to issue checks for
normal operating costs up to the amount of $50 upon the submission of a payment
voucher. D.
Other Disbursements: Expenditures of funds other than for normal
operating costs shall be authorized in accordance with the following criteria: Up to
$50 -
Authorized by the President or Treasurer directly. Up to
$250 - Authorized
by a majority vote of the Board of Directors. Over
$250 -
Authorized by a majority vote of the membership in attendance at any
meeting. E.
Bank Account: The Treasurer shall receive and deposit all Club
funds in a bank approved by the Board. Funds
will be paid out only by check. Both
the President and the Treasurer shall have signature authority on the Club bank
account. F.
Financial Report: The Club Treasurer will present a financial report
to the general membership during the meeting to elect Officers for the upcoming
year. G.
Surplus Funds: Any surplus funds remaining at the end of the
fiscal year, after all operating costs and other expenses have been paid, will
remain in the Club's treasury for contingencies and/or services. In no case will the Club's funds be distributed back to the
members for individual use. H.
Turn Over of Assets: The outgoing Treasurer will present a written
report to the newly incoming
Treasurer of accounting for expenditures of the past year.
Details of the actual transfer of funds will be resolved between the
incoming and outgoing Treasurers. IX.
FLIGHT OPERATIONS A.
Base: Club
flying activities will be based at Whisper Field, unless otherwise voted upon by
the membership. B.
Procedures: Flight operations at the Club's regular flying site
will be under the direction of and in accordance with procedures prescribed by
the acting Safety Officer, or the Vice-President in the event there is no
appointed Safety Officer. A
"Flight Operations Manual" will be maintained by the Safety Officer
which sets forth policy and procedures for all aspects of club flying
activities. The Safety Officer will
ensure that all members are aware of the contents of this manual. X.
AMENDMENTS A.
Approval: Amendments to these Bylaws may be made by an
affirmative vote of a majority (i.e. 51%) of the members present at any meeting,
if a quorum is present. B.
Substance: The substance of any proposed amendment to these
bylaws must be announced to the membership in writing at least 7 days prior to
the meeting in which it is brought to a vote.
This notification may occur by electronic or other means. XI.
DISSOLUTION A.
Club: The Club may be dissolved by affirmative vote of
two-thirds (2/3) of all active club members. B.
Funds: Any funds in the Treasury after payment of all
Club liabilities and sale of assets will be
disposed of in accordance with a vote of the Board of Directors. XII.
RATIFICATION
The foregoing Bylaws of the "Tree Top Flyers" Club were approved by
the Board of Directors and
President's Signature: _____________________________
Secretary's Signature: _____________________________ |
