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By-Laws

CONSTITUTION AND BY-LAWS OF THE EXIMIOUS FLYING CLUB, INC.

Revised November 6, 2006


  1. TITLE, STATUS AND PURPOSE
    1. The name of the club shall be “The Eximious Flying Club, Inc.”
    2. The Club shall be a non-profit corporation.
    3. The purpose shall be:
      1. To provide airworthy planes for use by the club members.
      2. To encourage interest in aviation.
      3. To promote safe airmanship.
      4. To provide a means of aeronautical training at economical cost for its members.
      5. To provide social activities for the club members.
  2. OFFICERS AND EXECUTIVE BOARD
    1. Composition
      1. The officers of this Club shall be: President, Vice-President, Secretary, Treasurer, Operations Officer, and one Member-at-Large.
      2. These officers shall be elected for a period of one year by a majority vote of Club Members present at the Annual Meeting.
      3. These six officers shall comprise the Executive Board, and all matters of policy shall be developed through this group for approval by a majority vote of the Members present at an announced meeting.
      4. The president shall appoint two Active Members and one Executive Board Member to act as the Nominating Committee to provide a slate of candidates to each Annual Election. Further, nominations may be made from the floor.
      5. The Executive Board shall, by a 2/3 vote, fill a vacancy occurring in any office during the year, except that when a vacancy occurs in the office of President, the Vice-President shall succeed to that office and a new Vice-President shall be elected by the Board.
      6. An officer may be removed from office by a two-thirds vote of all Club Members.
      7. Any officer position can be a shared position.
    2. Powers and Duties of Officers and Executive Board
      1. Executive Board
        1. Shall compose and administer Club operations rules, subject to membership approval. These rules and regulations shall define flying fee, billing procedures, etc. Revisions, additions or deletions to the operation rules shall be subject to majority Club approval.
        2. Shall set rates for flying time and establish monthly charges adequate to cover operating costs, maintenance of equipment, insurance and fixed costs, and levy any special or non-recurring fees as necessary, but with 30 days notice.
        3. Shall act as budget committee to plan and direct Club finances and establish an annual forecast. Interested Club members may also serve on this committee.
        4. Shall act as agent for the Club in making financial transactions, but shall require majority Club approval for any major changes in the Club equipment, investments, or capital structure.
        5. Shall approve all expenditures of Club funds, and shall be responsible for an annual audit of the clubs finances.
        6. Shall be authorized to use outside financing to supply a portion of capital requirements for aircraft purchases.
        7. Shall have the power to approve by two-thirds vote the membership of any person who meets Club Requirements.
        8. (Deleted)
        9. Shall review all incidents of damage involving Club aircraft, and shall have authority to establish responsibility and degree of liability of the member or members involved.
        10. Shall have the power to impose penalties on members for disobedience of the rules of the Club.
        11. Shall have the power to place active members on inactive status at the request of the member, under paragraph 3.D.
        12. Shall have the power to establish equitable membership withdrawal penalties in accordance with Club policy.
      2. President
        1. To assume full authority and responsibility for the enforcement of the Club rules, policies, and activities, or to delegate that authority to a qualified member.
        2. To preside at all Club meetings.
        3. To act as Chairman of the Executive Board.
        4. To protect the interest of each member to the best of his ability.
        5. Appoint ad-hoc committees to conduct Club business as required and act as ex-officio member of such committees.
        6. To make a written report which is to be read at the Annual Meeting after new officers are elected, and which is to be kept in the Club's permanent files. This report is to contain all significant events which transpired during the previous year.
        7. Where usual and urgent circumstances demand, the President may with consultation and concurrence of two other members of the Executive Board - exercise emergency discretionary authority on behalf of the Club, in order to expedite the necessary course of action.
      3. Vice-President
        1. To act in place of the Club's President whenever necessary.
        2. To supervise all scheduling arrangements of the Club.
        3. To act as agent for the Club in obtaining insurance and handling insurance matters.
      4. Secretary
        1. To keep accurate minutes of all meetings and distribute them within two weeks following the meeting.
        2. To be responsible for all Club correspondence.
        3. To notify all members of meetings.
        4. To reserve meeting places.
        5. To maintain a Club business and activity file for future reference, including membership data and past minutes.
      5. Treasurer
        1. To issue a quarterly financial statement showing income and expenses, and a yearly balance sheet.
        2. To deposit all fees, charges and assessments collected from members in an account, in the Club's name with a local bank.
        3. To payall justifiable financial obligations of the Club, as approved by the Executive Board.
        4. To maintain and keep financial records of the Clubs operations.
        5. To prepare and file Federal Income Tax returns and other obligatory financial forms.
      6. Operations Officer
        1. To supervise maintenance of all Club aircraft.
        2. To supervise compliance of all legal requirements of all Club aircraft, including periodic inspections and re-licensing.
        3. To maintain accurately the engine and aircraft log books.
        4. To keep records of the aircraft operations.
        5. To appoint plane Captains for each aircraft and assign their individual responsibilities.
        6. To approve all maintenance and repairs, and to authorize service requested by members, when appropriate, and in conformity with Club Rules.
      7. Member-at-Large
        1. To bill and collect all payments for operating costs, maintenance fees, fixed cost charges, and to maintain an accurate account for each member.
  3. MEMBERSHIP
    1. Qualified new applicants shall be admitted by approval of two-thirds of the members of the Executive Board, or a two-thirds vote of Club members present at a regular meeting.
    2. Total active membership shall be limited at the discretion of the Executive Board.
    3. Active members may be placed on inactive status, upon the written application which must be approved by two-thirds vote of the Executive Board. To qualify for inactive status, a member must pay, in full, any indebtedness to the Club.
    4. An inactive member is defined as a member, who is current on financial responsibilities to the Club and continues paying monthly dues however, the (10) hours flying fee is waived and the member may not use any of the aircraft while on inactive status.
    5. Responsibilities of members
      1. Operational
        1. Members shall know all Club rules, by-laws, Federal Aviation Regulations, local field rules, and abide by all of them.
        2. All flying shall be done in strict observance of the Federal Aviation Regulations, Club operating rules and local field rules. Violation of the above is grounds for dismissal, under Section 3.E.iii.
        3. Flying time shall be booked in advance in accordance with the Operating rules.
        4. Any member willfully departing from Federal Aviation Regulations, Club Operating Rules, or local field rules, or who operates Club equipment in a negligent manner will be brought before the Executive Board and penalized accordingly.
        5. Each member will record accurately all information required on the flight record sheets.
        6. Each member will make a thorough line check on the airplanes before each flight, to insure its airworthiness condition.
        7. Each member will post a conspicuous note in the aircraft, in the aircraft log and notify the Clubs Operations Officer and/or the Plane Captain for that aircraft whenever he/she discovers the Club aircraft to be unsafe for flight.
        8. A member will accept any reasonable assignment of duty or work made by the President or other officer.
      2. Financial
        1. The equity deposit for membership shall be established by the membership.
        2. It is the sole responsibility of the individual member to dispose of his/her membership. If the resigning member secures a replacement member satisfactory to the Club, he/she will receive 100% of his/her equity deposit, less any charges or outstanding bills, upon payment by the new member of the full equity deposit.
        3. While attempting to find a replacement member, the present member is liable for all fees, charges or assessments levied by the Club. If the member fails to pay these charges, they will be deducted from the equity deposit.
        4. Any member whose bill is due over 60 days or who does not have a full equity deposit will be grounded until his bill or equity deposit is paid in full. The only exception to this, is if the Executive Board allows the membership to pay the equity deposit in installments.
        5. All benefits and privileges granted members terminate when that member falls behind in payment of fees, charges, or assessments in the amount of more than 50% of his equity deposit. He will than be contacted by a Club officer.
        6. A member shall assume 50% of the responsibility for the uninsured portion of any damage to a Club aircraft caused during an accident when the plane is the responsibility of that member. However, when circumstances dictate, the degree of financial responsibility within the uninsured portion of the damage may be adjusted up or down, according to the judgment of the Executive Board. In case of provable negligence, the Club reserves the right to legal action for full recovery of any amount.
        7. All members shall sign a statement to be kept by the Secretary saying that he has read the constitution and by-laws, and agrees to report to the Flying Club regularly, and to remain in good standing financially and otherwise, and at all times to comply with all the rules and regulations of the Club.
        8. In order to encourage flying proficiency, all members will be required to fly a minimum of ten (10) hours per year in increments of five (5) hours for each six (6) months ending June 30 and December 31.  A member who flies less than five (5) hours in any six (6) month interval will be billed $20 per hour for the balance of hours not flown.  If a member elects to pre-pay the monthly dues for each six (6) month period defined above, the “non-flying” penalties, up to $100 for each period, will be applied to that member’s flying credit.  Such credits will be forfeited if not used prior to the resignation of the member.
      3. Removal of Members
        1. After due written notification of charges, and member’s opportunity to present defense, a member may be dropped by a two-thirds vote of members present at a regular meeting. he member shall forfeit his/her equity deposit.
  4. INSURANCE AND LIABILITY.
    1. Adequate and proper insurance shall be carried by the Club at all times to protect the membership from liability. No expense or obligations shall be incurred by any member except as noted elsewhere in this constitution and by-laws, and/or the Clubs operating rules.
    2. The Eximious Flying Club shall in no way be liable to the members, his/her heirs, executors, or administrators for any damages or redress in any form for any injuries, fatal or otherwise, caused to or sustained by members because of the breakage of any equipment, whether the equipment belongs to the Club or not, in which the member may be flying, or with which the member may come in contact with, or from any cause whatsoever.
  5. LIQUIDATION OF ASSETS.
    1. In the event that it becomes necessary to dissolve the Flying Club, and in order to establish a member's share valuation, the monetary values shall consist of the sale value of all Club assets less all Club liabilities, and the remaining assets shall be divided among the members in proportion to their equity deposits.
    2. No gain shall result to a member who had less than 90 days membership at the time of establishing each member's valuation for the purpose of disbanding the Club.
  6. SAFETY BOARD
    1. A Safety Board having a minimum of five (5) members shall be appointed by the Executive Board and shall have the following functions and responsibilities:
      1. The promotion of safe flying practices.
      2. The promotion of improved flying skills.
      3. The investigation of aircraft accidents involving Club aircraft.
      4. To hold hearings in the case of alleged violations, misconduct or unsafe practices involving club aircraft.
    2. The Safety Board shall elect a Chairperson and secretary from its members for a term of one (1) year. The chairperson shall conduct the business of the board and report findings and recommendations to the Executive Board.
    3. Meeting of the Safety Board shall be called by the Chairperson as needed.
    4. Three (3) members shall constitute a quorum at all Safety Board functions. In the absence of the Chairperson or Secretary, the members present will designate temporary officers.
    5. Investigation or hearings conducted by the Board shall be made by members not involved in the incident in question.
  7. AMENDMENTS
    1. Any proposed amendment to this constitution and by-laws shall be presented to the membership at a regular meeting, with a vote to the amendment scheduled at the next succeeding meeting. Written notice of proposed amendments shall be circulated to the membership at least two (2) weeks prior to final vote.
    2. Adoption of the amendments to this constitution and by-laws will be made by a two - thirds approval of the Executive Board and a two-thirds vote of the Club members present at the meeting during which the proposal is voted upon.