Brokenstraw Soaring Club, Inc. Bylaws

March 14, 2006

 

 

ARTICLE I – NAME AND PRINCIPAL OFFICE

 

Section 1. The name of this Corporation shall be the Brokenstraw Soaring Club, Inc.

 

Section 2. The headquarters and principal office of the Corporation shall be in Warren, PA.

 

ARTICLE II – PURPOSE

 

Section 1. The purpose of the Corporation shall be to provide facilities and equipment on a non-profit basis for individuals to meet who have a common interest in soaring, including glider pilots of all levels, student pilots, families and crews, and interested non-pilots, for the purpose of furthering their common interest, encouraging training, promoting flight safety, and for social fellowship.

 

Section 2. Secondly, it shall be the aim of this Corporation to help provide, on a non-profit basis, better soaring facilities in Warren County Pennsylvania including participation in sponsorship of soaring contests.

 

Section 3. It shall also be the aim of this Corporation to promote soaring locally and nationally.

 

ARTICLE III – AFFILIATION

 

Section 1. This Corporation shall be affiliated with the Soaring Society of America, Inc., as a Chapter, and the Secretary or Treasurer shall effect such membership by payment of dues and the furnishing of information to the said Society as may be necessary and required.

 

ARTICLE IV – MEMBERSHIP

 

Section 1. Membership in the Corporation shall consist of six classes, Founding, Regular, Student, Guest, Tow Pilot, Instructor and Inactive. Each member shall pay an initiation fee, annual dues and any other fees as set forth by the Officers and Corporation membership and shown on the current Corporation Rate Schedule.

 

Section 2. A Founding member shall be entitled to participate in all Corporation activities and to utilize all Corporation facilities and equipment, subject to the rules and regulations that may be adopted from time to time by the Corporation Membership. Founding members shall pay an Initiation fee of $1000.00 and one-half the annual membership dues as set by the Corporation membership for a period of the first five years. After the first five years, the founding members shall become regular members and pay full annual dues as set by the Corporation membership.

 

Section 3. A Regular member shall be entitled to participate in all Corporation activities and to utilize all Corporation facilities and equipment, subject to the rules and regulations that may be adopted from time to time by the Corporation Membership.

 

Section 4. A Student member is one who maintains a full time student status under the age of twenty-five (25). A Student member shall be entitled to participate in all Corporation activities and to utilize all Corporation facilities and equipment, subject to the rules and regulations that may be adopted from time to time by the Corporation Membership. A Student member has no voting rights and may not be a Corporation officer. Any member or student member under the age of 18 must have the written consent of his parents or guardians to become a member.  Additionally, either parents or guardians must sign a waiver before the minor is allowed to fly in Corporation equipment.

 

Section 5. A Guest member shall be entitled to participate in Corporation activities for a limited time period and to utilize all Corporation facilities and equipment, subject to the rules and regulations that may be adopted from time to time by the Corporation Membership. A Guest member has no voting rights and may not be a Corporation officer.

 

Section 6. A Tow Pilot member shall be entitled to participate in all Corporation activities but will be limited to use of only the tow plane for towing purposes and are subject to the rules and regulations that may be adopted from time to time by the Corporation Membership. A Tow Pilot member has no voting rights and may not be a Corporation officer.

 

Section 7. An Instructor member shall be entitled to participate in all Corporation activities but will be limited to only the instruction of an active Founding, Regular or Student member in a Corporation glider and is subject to the rules and regulations that may be adopted from time to time by the Corporation Membership. An Instructor member has no voting rights and may not be a Corporation officer.

 

Section 8.  An inactive member shall have no privileges of membership, nor shall they be allowed to fly in any corporate equipment, even as a guest.

A.    Any member shall be deemed an inactive member at the end of the 30th day on which the member is overdue in dues or other monies owed the Corporation.

B.     Any member may be placed on temporary inactive status by any officer of the Corporation for any activity which has threatened the safety of individuals or corporation equipment, or for any activity which is deleterious to the Corporation.  The officer placing the member on inactive status must call a special meeting of the Corporation within 10 days at which time the general membership may restore the member to active status or continue the member on inactive status.

C.     Any member may place him or herself on inactive status at any time.  Any and all dues or other monies owed the Corporation shall be due and payable immediately.  Failure to satisfy these financial obligations within 60 days shall be grounds for termination of inactive status and removal from the club by membership vote. 

D.    An inactive member may continue in that status for the remainder of the current year plus 12 months.  No dues will be assessed during the inactive period.  Continued inactive status beyond this period shall require approval by two thirds vote of the membership for each additional 12 month period.

E.     An inactive member returning to active status shall be required to have a current SSA membership and will be assessed full dues for the current year.

F.      Should a member placed on inactive status under para B of this section choose to resign from the Corporation, a pro-rata refund of any dues paid in advance will be made within 30 days.

 

Section 9. Applicants may be admitted to membership by a two-thirds (2/3) vote of a quorum of the board of directors.

 

Section 10. A member may withdraw from the Corporation by giving written notice of withdrawal to the Secretary of the Corporation which shall be effective upon receipt or such later date as shall be specified in the notice. Withdrawal shall not relieve the member of obligations owed the Corporation at the time the withdrawal becomes effective.

 

ARTICLE V – MEETINGS

 

Section 1. Quarterly Meetings.

  1. Quarterly meetings of all members shall be held at the times to be determined by the Officers and held in Warren County Pennsylvania.
  2. Quarterly meetings are for the purpose of receiving the reports of the Officers and committees; for the election of Officers; for establishing dues, fees and other charges, if any; and for such other business as may properly come before such meeting.
  3. Notice of the Quarterly meetings shall be given at the previous meeting and shall be sent by mail to any member so requesting not less than 15 days prior to the meeting.

 

Section 2. Special Meetings.

  1. Special meetings of the members may be called at the discretion of the President or three Members.
  2. No business may be conducted at Special meetings unless all active Founding and Regular members have been notified at least five days before the meeting of the time and date of the meeting and the business to be conducted, or unless all the active Founding and Regular members are present at the meeting.

 

Section 3. Quorum. The presence in person or by written proxy of a majority of the active Founding and Regular members of the Corporation is necessary to constitute a quorum of any meeting.

 

Section 4. Voting.

  1. Each active Founding or Regular member in good standing is entitled to vote.
  2. Each active Founding or Regular member in good standing may designate any other active Founding or Regular member as proxy provided written authorization is filed with the Secretary. Such authorization shall be dated and be good for only one meeting.
  3. A majority vote of the members present or by proxy shall be controlling, unless stated otherwise in the bylaws.

 

ARTICLE VI -- BOARD OF DIRECTORS

 

Section 1. The Board of Directors shall be composed of the officers of the Corporation.

 

Section 2. Duties and Powers.

  1. The government of the Corporation shall be vested in the Board of Directors, who shall have the power to make all necessary contracts, to borrow money, to secure the same by mortgage or deed of trust to the property of the Corporation, and, as evidence of the indebtedness secured by such mortgage or deed of trust, to issue bonds therefore, to pay and discharge all debts, and to do all matters and things necessary or incident to or in aid of the carrying out of the aim and purpose of the Corporation; and they shall have the charge and control of all its property and may levy assessments upon the Members in the manner and subject to such rules, regulations, and restrictions provided in these Bylaws.
  2. Any assessment recommended by the Board of Directors must be approved by a two-thirds (2/3) vote of the entire voting membership before becoming effective. The vote on any assessment shall be by written ballot.
  3. Any decision of the Board of Directors may be repealed by an affirmative vote of two-thirds (2/3) of the entire voting Membership.

 

Section 3. Meetings.

  1. Regular meetings of the Board of Directors shall be held at a time and place to be determined by the Board of Directors. Members of the Corporation may be present at Regular Board Meetings to monitor the proceedings.
  2. Special Meetings of the Board of Directors shall be called at any time on the order of the President or on the order of two (2) Directors.
  3. Notice of Special Meetings of the Board of Directors, stating the time and in general terms the purpose, shall be mailed or personally given to each Director no later than the day proceeding the day appointed for the meeting.
  4. If all Directors shall be present at any meeting, any business may be transacted without previous notice.
  5. Three (3) Directors shall constitute a quorum of the Board at all meetings and the affirmative vote of at least three (3) Directors shall be necessary to pass any resolution or to authorize any act of the Corporation.

 

Section 4. Vacancies. Any vacancy in the Board of Directors occurring during the year through death, resignation, removal, or other cause shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors. However, if three (3) or more vacancies in the Board of Directors occur at any one time, each vacancy shall be filled by vote of the Members at a meeting duly called.


 

Section 5. Standing Rules Governing the Board of Directors and Officers.

  1. Each member of the Board of Directors shall serve without compensation or reward, except as otherwise provided in these Bylaws.
  2. No Officer nor any member of the Board of Directors shall be interested either directly or indirectly in any contract relating to the operations conducted by the Corporation nor in any contract for furnishing supplies or equipment thereto, unless specified exception is made by the affirmative vote of two-thirds (2/3) of the Members present at a meeting duly noticed.
  3. 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 meetings of the Members, showing in detail the condition of the affairs of the Corporation.

 

ARTICLE VII – OFFICERS

 

Section 1. The officers of the Corporation shall be President, Vice President, Secretary and Treasurer.

 

Section 2. The officers shall be elected by the active Founding and Regular members at the spring quarterly meeting. The officers shall hold office for a period of one year. The new officers elected shall take office immediately.

 

Section 3. Any active Founding or Regular member in good standing is eligible to be elected an officer and may hold not more than two offices.

 

Section 4. President.

  1. The President is the Chief Officer of the Corporation.
  2. The President shall preside at all meetings, shall appoint committees with the approval of the membership, shall be an ex officio member of all committees, and shall sign and execute all contracts in the name of the supervision over the management of the affairs of the Corporation.

 

Section 5. Vice President.

  1. The Vice President will assist the President in the management of the affairs of the Corporation.
  2. The Vice President will handle the duties of the President if the President deems necessary, or if the President is unable to continue as President.

 

Section 6. The Secretary performs all duties incident to the office of Secretary including: keeping minutes of all business proceedings conducted at meetings; keeping the Bylaws and other such books and records as are appropriate; executing all certificates of membership, except this may be delegated to other officers or active members; corresponding with the Soaring Society of America, Inc., for the purpose of maintaining correct membership lists; and any other duties at the direction of the President.


 

Section 7. The treasurer shall be responsible for all accounting functions including: banking; member billing; vendor payables; filing of tax returns and interacting with accounting professionals as directed by the President and the membership. The Treasurer will also perform any other duties at the direction of the President.

 

ARTICLE VIII – FINANCES

 

Section 1. The officers shall establish a schedule of fees for membership and any other fees that shall be sufficient to pay the Corporation’s expenses and perform the activities approved by the Members in conformance with the stated purpose of the Corporation.

 

Section 2. The funds that are collected from the membership dues and other fees, if any, plus any funds received by the Corporation shall be kept in a fund in an account in a bank choosen by, and under the supervision of, the Treasurer and the President. The Treasurer shall report on the balance of funds, the amounts owing by the Corporation, and the expected receipts at each quarterly meeting and whenever requested by a member.

 

Section 3. The funds that are available to the Corporation, after payment of any debts and expenses approved by the Membership shall be spent in any way seen fit by the membership that will further the stated purpose of the Corporation. The membership may decide at any quarterly meeting to spend any part of the available funds for these purposes. The funds may not at any time be distributed among the members for their individual use.

 

ARTICLE IX – AMENDMENTS

 

Section 1. Amendments of these bylaws may be made by a two-thirds (2/3) vote of the active Founding and Regular members of the Corporation.

 

ARTICLE X – DISSOLUTION

 

Section 1. The Corporation may be dissolved by affirmative vote of two-thirds (2/3) of the active Founding and Regular members.

 

Section 2. Funds or assets of any type belonging to the Corporation at the time of dissolution shall, after all obligations of the Corporation have been paid, be given to the Soaring Society of America, Inc., for its general fund or may be given to another non-profit Soaring Corporation of the memberships choice.