Brokenstraw Flyers Bylaws

May 11, 2025

ARTICLE I – NAME AND PRINCIPAL OFFICE

Section 1. The name of this Corporation shall be Brokenstraw Flyers.

Section 2. The headquarters and principal office of the Corporation shall be in Pittsfield, 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 aviation, including 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, providing the opportunity for the members to fly aircraft economically and conveniently, and for social fellowship.

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

Section 3. It shall also be the aim of this Corporation to promote aviation locally and nationally through associations with other aviation entities.

ARTICLE III – AFFILIATION

Section 1. This Corporation shall be affiliated with the Soaring Society of America, Inc., as a Chapter for Members flying gliders or tow plane(s), 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. Additional future affiliations with aviation related entities may be decided by the membership by vote at a duly authorized membership meeting.

ARTICLE IV – MEMBERSHIP

Section 1. Membership in the Corporation shall consist of six classes, Regular, Student, Guest, Tow Pilot, Instructor Pilot 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 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. A Regular member has full voting rights and may be a Corporation officer.

Section 3. A Student member is one who maintains a full time student status under the age of twenty-one (21) or is not a full time student but is under the age of eighteen (18). 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 Student member who is under the age of 18 must have the written consent of his parents or guardians to become a member, and additionally, either parents or guardians must sign a waiver before the Student member is allowed to fly in Corporation equipment.

Section 4. A Guest member, limited to gliders only and not airplanes, 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 5. A Tow Pilot member shall be entitled to participate in all Corporation activities but will be limited to use of only the tow plane(s) 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 shall be required to have a current SSA membership for insurance purposes. A Tow Pilot member has no voting rights and may not be a Corporation officer.

Section 6. An Instructor Pilot member shall be entitled to participate in all Corporation activities but will be limited to only the instruction of an active 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 Pilot member has no voting rights and may not be a Corporation officer.

Section 7.  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 30^th 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, for any activity which is deleterious to the Corporation, actions resulting in injury and/or property damage, actions that may result in risks not covered by Insurance or affects the Club’s ability to continue its Insurance and avoid unnecessary cost increases or actions that may be in violation of the Federal Aviation Administration.  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 by the member shall be due and payable immediately.  Failure to satisfy these financial obligations within 60 days shall be grounds for the members’ 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, for flying gliders, and will be assessed full dues for the current year.

F. Should a member placed on inactive status under paragraph 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 8. Applicants may be admitted to membership by a two-thirds (2/3) vote of a quorum of the board of directors.

Section 9. 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.

Section 10. Members must pay initiation, dues, fees and current rates as described in a separate Rate Schedule. Members must be familiar with and abide by the Federal Aviation Administration Regulations, the Brokenstraw Flyers Bylaws and General Operating Rules (Schedule A).

Section 11. If a Member is responsible for any damage to a Club owned aircraft, that Member has the option of paying for the repairs or having the Club submit a claim to Insurance. If submitted to Insurance, the Member shall pay 50% of the Insurance Deductible, plus 20% of the remainder of damage not covered by Insurance. The remaining 80% of the damage will be paid by the Club. Either the said Member or the Club may request a determination of responsibility by the Board of Directors with the assistance of two (2) impartial parties experienced in the field of aviation. The Member involved may select one (1) of the parties (whose services shall be of no cost to the Club) and the Board of Directors is to select the other. If gross negligence on the part of the Member is determined by the Board of Directors, the Board of Directors may adjust the payment formula with advice from the two impartial parties.

Section 12. Brokenstraw Flyers is an equal opportunity organization and will not allow discrimination based upon age, ethnicity, ancestry, gender, national origin, disability, race, size, religion, sexual orientation, socioeconomic background, or any other status prohibited by applicable law.

ARTICLE V – MEETINGS

Section 1. Annual Meeting.

A. An Annual meeting of all members shall be held at the time to be determined by the Officers and held in Warren County Pennsylvania.

B. The Annual meeting is 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.

C. Notice of the Annual meeting shall be given at the previous meeting and shall be sent by mail or email to any member so requesting not less than 15 days prior to the meeting.

Section 2. Special Meetings.

A. Special meetings of the members may be called at the discretion of the President or three (3) active Members.

B. No business may be conducted at Special meetings unless all active 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 Regular members are present at the meeting.

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

Section 4. Voting.

A. Each active Regular member in good standing is entitled to vote.

B. Each active Regular member in good standing may designate any other active Regular member as proxy provided written authorization is filed with the Secretary. Such authorization shall be dated and be good for only one meeting.

C. 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.

A. 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.

B. 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.

C. 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.

A. 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.

B. 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.

C. 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.

D. If all Directors shall be present at any meeting, any business may be transacted without previous notice.

E. 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.

A. Each member of the Board of Directors shall serve without compensation or reward, except as otherwise provided in these Bylaws.

B. 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.

C. 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 Regular members at the Annual meeting. The officers shall hold office for a period of one year. The new officers elected shall take office immediately.

Section 3. Any active Regular member in good standing is eligible to be elected an officer. Only one eligible member is permitted to hold two (2) offices.

Section 4. The President is the Chief Officer of the Corporation. 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. The Vice President will assist the President in the management of the affairs of the Corporation. 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., or any other affiliated aviation related entity, 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 chosen by, and under the supervision of, the Treasurer and the President. There will be two separate Bank accounts, one for Administration and Gliders and one for Airplanes. 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 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 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 aviation related Corporation of the memberships choice.

SCHEDULE A – GENERAL OPERATING RULES

Members flying Gliders and Airplanes

A. All Aircraft shall be operated under all Federal, State and Local regulations, as well as abide by individual Airport Rules and Procedures.

B. All Flight Instructors must be approved in advance by the Board of Directors, which reserves the right to revoke such approval.

C. All Members must be “checked out” in and endorsed for the specific Club owned aircraft by a Brokenstraw Flyers approved Flight Instructor prior to any flight operation in that aircraft regardless of previous certification for that aircraft type. In addition, Members will become familiar with use and care of Club equipment policies & procedures via a briefing from a current Club Member.

D. A copy of each Member’s current Pilot License, Medical (if applicable), Flight Review, and/or Student Solo 90-Day Competency Check and Club owned Aircraft Endorsement must be on file before each flight. Copies of same may be given to an Officer or Member of the Board of Directors or filed directly into the Brokenstraw Flyers files prior to flight.

E. Each Member must utilize the Brokenstraw Flyers Checklists as well as the Aircraft Manufacturer’s Recommended General Operating Checklists.

F. There will be no Student Solos unless:

1. The Member has obtained authorization from a Brokenstraw Flyers Authorized Flight Instructor for each flight.

2. The flight is conducted in accordance with all applicable Federal Aviation Administration Regulations, including having all necessary documents onboard the aircraft at all times.

G. No member shall take off or land a Club owned aircraft from any airstrip which is not classified as a Private or Public Use Airport, except those specifically approved by the Board of Directors. Club owned two place gliders may not be flown cross country and must remain within gliding distance at all times from Brokenstraw Airport.

H. Club property maintenance dates will be scheduled in the spring and the fall if necessary. The purpose of these dates is to update, maintain and/or repair Club property.

I. There is NO SMOKING permitted in Club Aircraft or in Brokenstraw Flyers Hangar or Office. There is also absolutely NO SMOKING while re-fueling the Club aircraft or checking the oil.

Members Flying Airplanes

J. All flying time shall be scheduled in Brokenstraw Flyers Google Calendar or via a group chat to all Club Members by use of Whatsapp prior to flight. In addition, flight information should be noted on the whiteboard in the office prior to departure. No aircraft will be held for more than twenty (20) minutes after scheduled time.

K. All logging of flight time, fuel and oil will be the responsibility of the Club Member.

L. Members will have five (5) days limit for use of Aircraft on trips or cross-country flights. Any Member wishing to take an Aircraft for longer than five (5) days must receive prior approval of Club Members at a Brokenstraw Flyers Meeting or by majority vote via email. The Member will then be charged a minimum of One (1) hour per day for its use. However, if emergency or unusual circumstances should arise while said Club Member is on their Cross-Country flight, making it impossible for them to return in a timely manner, the Board of Directors may take into consideration waiving a portion of the daily charge.

M. For all aircraft fuel and oil purchased away from Brokenstraw Airport, the Member shall pay the difference over Club cost of the fuel and oil. Each Member is authorized to spend $100 for emergency repairs away from Brokenstraw Airport. Approval from one of the Brokenstraw Flyers Officers must be obtained to spend in excess of $100 for emergency repairs. All repairs over $500 shall require approval of a majority vote of the Club Members.