New EAA180 Bylaws (proposed 08/2020)
Responses Due August 31, 2020
EAA CHAPTER 180 OF MANASOTA, INC.
ARTICLE I. GENERAL
Section 1. The following paragraphs contain provisions for the regulation and management of EAA Chapter 180 of Manasota, Inc. a 501(c)3 Nonprofit Corporation (“Chapter”).
Section 2. If there is a conflict between a provision of these bylaws and a mandatory provision of the Articles of Incorporation, the Articles of Incorporation shall control. If there is a conflict between a provision of these bylaws and a mandatory provision of the laws of Florida, the mandatory provision of the laws of Florida shall control.
ARTICLE II. PURPOSES
The purposes of the Chapter are:
1. To promote and encourage education of the general public about recreational aviation, the design and construction of amateur-built aircraft, and the restoration of aircraft.
2. To promote and encourage education of the general public about aviation safety in the design, construction and operation of all types of aircraft.
3. To support and promote the mission, vision, goals and objectives of the Experimental Aircraft Association, Incorporated (“EAA”) through various Chapter programs and services.
4. To promote and positive, productive and cooperative relationship between the Chapter and those governmental agencies and private enterprises that provide aviation services and facilities that benefit the Chapter and members of the general public.
5. To do all things necessary to acquire and maintain federal tax-exempt status under Internal Revenue Code Section 501(c)(3) (or any future corresponding code section) and to maintain compliance with the laws, rules and regulations attendant to that code section (or any future corresponding code section).
ARTICLE III. OFFICES
Section 1. The principal office of the Chapter shall be located in the State of Florida. The Chapter may have such other offices, either within or outside the State of Florida, as the Board of Directors may require from time to time.
ARTICLE IV. CHAPTER MEMBERSHIP
Section 1. Eligibility for Chapter Membership. Eligibility for membership in the Chapter is open to any person who has an interest in experimental or recreational aviation, subject to the classifications of membership listed in Article IV, Section 2. Paragraphs (a)-(e).
Section 2. Classifications of Chapter Membership. There are four (4) types of Chapter Memberships. These Chapter Membership Classifications include; Regular, Family, Honorary/Complimentary, and Life. The specific details of these Chapter Membership Classifications are described in the following paragraphs:
(a.) 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).
(b.) 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).
(c.) Honorary/Complimentary Membership: An 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, 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.
(d.) 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. 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 in the Chapter, and is exempt from annual Chapter dues.
Section 3. Duration of Chapter Membership.
The Duration of a Regular and Family Chapter Membership shall be one (1) calendar year. Honorary/Complimentary 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, except for the Honorary/Complimentary Chapter Members.
Section 4. Voting Privileges of Chapter Membership.
Voting privileges shall be limited to Regular Chapter Members, Family Chapter Members (excluding Children under 18 years of age), and Life Chapter Members. Honorary/Complimentary Chapter Members shall not have voting privileges within the Chapter.
Section 5. Removal of a Member from Chapter Membership.
Chapter Membership is a privilege, which requires an appropriate commitment from each Chapter Member. Each Chapter Member shall accept the responsibilities of Chapter Membership, and by acceptance agree to promote EAA and the Chapter. In the event a Chapter Member fails to meet these requirements, they may be asked to relinquish their Chapter Membership in accordance with the following conditions:
(a.) Any Chapter Member, who by intentional negligent or reckless deed or action, harms or jeopardizes the reputation or assets of the Chapter or EAA, may be called before the Chapter Board of Directors and Chapter Officers for review. Upon conclusion of a review, the Chapter Board of Directors and Chapter Officers may upon finding reasonable cause, recommend to the Chapter Membership that said member be removed from Chapter Membership. Said Member may then be removed, by a majority vote of eligible members at any regular or special Chapter Membership Meeting where a quorum exists.
(b.) Any Chapter Member who fails to remit their Chapter Membership dues or fails to maintain their Chapter Membership in the EAA shall be considered removed from Chapter Membership.
Section 6. Resignation of Membership.
Any Chapter Member may resign their Chapter Membership at any time by delivering to any Chapter Officer a written notice of resignation. The resignation of Chapter Membership shall become effective on the date stated in the written notice. In the event the written notice of resignation does not contain an effective date, the date the Chapter Member delivers the written notice to any Chapter Officer shall become the date of resignation.
ARTICLE V. DUES
Section 1. Rate of Assessment. Rate of assessment of dues will be determined by the Chapter Board of Directors.
Section 2. Collection of Dues. Payment of dues shall be made to the Chapter Treasurer and shall be payable January 1 of each year for the period of January 1 through December 31. Membership privileges will end on January 30 if dues are not paid timely. Any new member joining during the calendar year will be required to pay dues on a pro-rata basis for the remainder of that calendar year.
Section 3. Members not Subject to Dues. Honorary Members shall not be subject to any dues for the organization.
ARTICLE VI. MEETINGS OF MEMBERS
Section 1. Meetings of Members
(a.) Meetings of the members may be held at such time and place as the President may determine, or may be called by a majority of the Board of Directors. Notice of meetings of the members, stating the time, place, and in general terms the purpose of the meeting, shall be given to members no later than 48 hours before the meeting.
(b.) For any meeting where a vote will be taken for the adoption of resolutions, members will be notified in writing no less than five (5) days prior to the meeting. A proxy shall be included with the notice of the Annual Meeting or any other Members’ meeting for the purpose of establishing a quorum of the Members, voting for Directors or any other issue set forth in the Agenda requiring a Membership vote.
(c.) At any meeting of the members, each voting member shall have only one (1) vote.
(d.) At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and either delivered or sent electronically to the Secretary prior to the commencement of the meeting at which the proxy is sought to be utilized. A proxy shall be revocable by the member signing the proxy.
(e.) At any meeting of the members, the quorum shall consist of a majority of those members present who are in good standing, represented in person or by proxy.
(f.) A majority vote of the members present is necessary for adoption of any resolution and for the election of a member to an organization office.
(g.) The President, or in his/her absence the Vice President, or in the absence of both the President and Vice President, the Secretary, or in the absence of the President, Vice President and Secretary, a chairman elected by the members present shall call the meetings to order, and shall act as the presiding officer thereof.
Section 2. Annual Meeting
(a.) The annual meeting of the members shall be held on the date, at the time and place as determined by the Board from time to time, provided that there shall be an annual meeting every calendar year. To the extent possible, the annual meeting shall be held on a date agreed to by the Board of Directors during October, November, or December and no later than thirteen (13) months after the last preceding annual meeting. The purpose of the meeting shall be, except as provided herein to the contrary, to elect Directors and to transact any other business authorized to be transacted by the Members, or as stated in the notice of the meeting sent to the Members in advance thereof.
(b.) Written notice of the annual meeting of the members shall be given to each member in good standing at least five (5) days before such meeting.
(c.) At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and either delivered or sent electronically to the Secretary prior to the commencement of the meeting at which the proxy is sought to be utilized. A proxy shall be revocable by the member signing the proxy.
(d.) Following the Annual Meeting each year, the Directors shall hold an Organizational Meeting to elect the Executive Officers as constituted by these bylaws.
Section 3. Order of Business. If a quorum has been attained, the order of business at the Annual Meeting and if applicable at other Members’ Meetings, shall be:
a. Call to order by the President
b. Appointment by the President of a Chairman of the Meeting (who need not be a Director)
c. Reading of the Minutes
d. Reports of Officers
e. Reports of Committees
f. Appointment of inspectors of election
g. Determination of the number of Directors
h. Election of Directors
i. Unfinished Business
j. New Business
ARTICLE VII. BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the Chapter shall be managed by a Board of Directors. The Board of Directors shall have the power and authority to promulgate and enforce all rules and regulations pertaining to the use and operation of organization property.
Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of seven (7) members. As necessary, and from time to time, there may be as few as five and no more than nine directors, as determined by a resolution of the Board of Directors. In order to provide for a continuity of experience by establishing a system of staggered terms, in the first election in which Members would elect a majority of Directors, the four (4) candidates receiving the highest number of votes shall be elected for two (2) year terms. The three (3) candidates receiving the next highest votes shall be elected for one (1) year term of office. Thereafter, all Directors shall be elected for a two (2) year terms. Directors shall be natural persons of the age of eighteen (18) years or older.
Section 3. Elections. Where elections are required, Directors shall be elected by a plurality of the votes cast. In the election of Directors, each member shall have as many votes as there are Directors to be elected, but no member may cast more than one vote for any candidate, it being the intent hereof that voting for Directors shall be non-cumulative. Tie votes shall be broken by agreement among the candidates who are tied, or if there is no agreement, by lot, or by any other method required or permitted by law.
Section 4. Vacancies. Any director may resign at any time by giving written notice to the President or to the Secretary of the Chapter. Such resignation shall take effect at the time specified in the notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. Upon affirmative acceptance of election or appointment to office, such director shall be installed immediately.
Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be called at any time and place to be determined by the President. Proxy voting shall not be permitted at regular meetings of the Board.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or outside the State of Florida, as the place for holding any special meeting. Proxy voting shall not be permitted at special meetings of the Board.
Section 7. Place of Meetings. The Board of Directors may designate any place, either within or outside the State of Florida, as the place of meeting for any regular or special meeting of the Board. If no designation is made by the Board of Directors or by the persons authorized to call a special meeting, the place of meeting shall be the registered office of the Chapter in the State of Florida; but if all of the directors shall meet at any time and place, either within or outside the State of Florida, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 8. Quorum of Directors. A majority of the Board of Directors shall constitute a quorum of the Board at all meetings, and the affirmation vote of the majority that shall be necessary to pass any resolution or authorize any act of the organization.
Section 9. Compensation. Directors shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board.
Section 10. Removal of Director. A director with three (3) consecutive unexcused absences from regular meetings shall be deemed to have forfeited office and a vacancy shall occur therein.
ARTICLE VIII. OFFICERS
Section 1. General. The officers of the Chapter shall at a minimum consist of a President, Secretary, and Treasurer. An office of Vice President may also be established. If permitted by the laws of the State of Florida, any two or more offices may be held by the same person, except the offices of President and Secretary. The officers of the Chapter shall be natural persons of the age of eighteen (18) years or older. In all cases where the duties of any officer or employee are not described by the bylaws or by the Board of Directors, such officer or employee shall follow the orders of the President.
Section 2. Appointment and Term of Office. Directors shall be elected by the members at the annual meeting each year and shall hold office for a period of two (2) years.
Section 3. Removal. Any officer may be removed by the Board of Directors when in their judgment the best interests of the Chapter will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Appointment of an officer or agent shall not of itself create contract rights.
Section 4. Vacancies. A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer of the Chapter and, subject to the control of the Board of Directors, shall in general supervise and control all the business and affairs of the Chapter. The President shall, when present, preside at all meetings of the Board of Directors, and may sign, with the Secretary or any other proper officer of the Chapter thereunto authorized by the Board of Directors, all documents which the Board of Directors has authorized to be executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President. The Vice President shall assist the president and shall perform such duties as may be assigned by the President or by the Board of Directors. In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President.
Section 7. Secretary. The Secretary shall:
(a.) keep minutes of the proceedings of the Board of Directors in one or more books provided for that purpose;
(b.) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law;
(c.) be custodian of the corporate records and of the seal of the Chapter and affix the seal to all documents when authorized by the Board of Directors; and
(d.) perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors.
Section 8. Treasurer. The Treasurer shall be the principal financial officer of the Chapter and shall have the care and custody of all funds and other personal property of the Chapter and shall deposit the same in accordance with the instructions of the Board of Directors. The Treasurer shall receive and give receipts for monies due and payable to the Chapter from any source whatsoever, deposit all such monies in the name of the Chapter in such depositories selected by the Chapter, and shall payout of the funds on hand all bills, payrolls, and other just debts of the Chapter of whatever nature upon maturity. The Treasurer shall perform all other duties incident to the office of Treasurer and, upon request of the Board of Directors, shall make such reports to it as may be required at any time. The Treasurer shall have such other powers and perform such other duties as may be from time to time prescribed by the Board of Directors or the president. The Treasurer shall also be the principal accounting officer of the Chapter, and shall prescribe and maintain the methods and systems of accounting to be followed, keep correct and complete books and records of account, and prepare and file all local, state, and federal tax returns.
ARTICLE IX. FIDUCIARY MATTERS AND CONFLICTS OF INTEREST
Section 1. General Standards of Conduct for Directors and Officers.
(a.) Discharge of Duties: Each director shall discharge the director's duties as a director, including the director's duties as a member of a committee of the board, and each officer with discretionary authority shall discharge the officer's duties under that authority (i) in good faith; (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (iii) in a manner the director or officer reasonably believes to be in the best interests of the Chapter.
(b.) Reliance on Information, Reports, Etc.: In discharging duties, a director or officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (i) one or more officers or employees of the Chapter whom the director or officer reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, a public accountant or another person as to matters the director or officer reasonably believes are within such person's professional or expert competence; or (iii) in the case of a director, a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence. A director or officer is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section unwarranted.
(c.) Liability to Chapter or Its Members: A director or officer shall not be liable as such to the Chapter or its members for any action taken or omitted to be taken as a director or officer, as the case may be, if, in connection with such action or omission, the director or officer performed the duties of the position in compliance with this Section.
(d.) Director Not Deemed to Be a "Trustee." A director, regardless of title, shall not be deemed to be a "trustee" within the meaning given that term by trust law with respect to the Chapter or with respect to any property held or administered by the Chapter including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.
Section 2. Conflicts of Interest.
(a.) Definition: A conflict of interest arises when any "responsible person" or any "party related to a responsible person" has an "interest adverse to the Chapter." A "responsible person" is any individual in a position to exercise substantial influence over the affairs of the Chapter, and specifically includes, without limitation, directors and officers of the Chapter. A "party related to a responsible person" includes his or her extended family (including spouse, ancestors, descendants and siblings, and their respective spouses and descendants), an estate or trust in which the responsible person or any member of his or her extended family has a beneficial interest or a fiduciary responsibility, or an entity in which the responsible person or any member of his or her extended family is a director, trustee or officer or has a financial interest. "An interest adverse to the Chapter" includes any interest in any contract, transaction or other financial relationship with the Chapter, and any interest in an entity whose best interests may be impaired by the best interests of the Chapter including, without limitation, an entity providing any goods or services to or receiving any goods or services from the Chapter, an entity in which the Chapter has any business or financial interest, and an entity providing goods or services or performing activities similar to the goods or services or activities of the Chapter.
(b.) Disclosure: If a responsible person is aware that the Chapter is about to enter into any transaction or make any decision involving a conflict of interest, (a "conflicting interest transaction"), such person shall: (i) immediately inform those charged with approving the conflicting interest transaction on behalf of the Chapter of the interest or position of such person or any part related to such person; (ii) aid the persons charged with making the decision by disclosing any material facts within the responsible person's knowledge that bear on the advisability of the Chapter entering into the conflicting interest transaction; and (iii) not be entitled to vote on the decision to enter into such transaction.
(c.) Approval of Conflicting Interest Transactions:
The Chapter may enter a conflicting interest transaction provided either:
(i.) The material facts as to the responsible person's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors or to a committee of the board of directors that authorizes, approves or ratifies the conflicting interest transaction, and the board or committee in good faith authorizes, approves or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors on the board or committee, even though the disinterested directors are less than a quorum; or
(ii.) The material facts as to the responsible person’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or
(iii.) The conflicting interest transaction is fair as to the Chapter.
Section 3. Liability of Directors for Unlawful Distributions.
(a.) Liability to Chapter: A director who votes for or assents to a distribution made in violation of law or the Articles of Incorporation of the Chapter shall be personally liable to the Chapter for the amount of the distribution that exceeds what could have been distributed without violating the law or the Articles of Incorporation if it is established that the director did not perform the director's duties in compliance with the general standards of conduct for directors set forth herein.
(b.) Contribution: A director who is liable under Section 4 for an unlawful distribution is entitled to contribution: (i.) from every other director who could be liable under Section 4 for the unlawful distribution; and (ii.) from each person who accepted the distribution knowing the distribution was made in violation of law or the Articles of Incorporation, to the extent the distribution to that person exceeds what could have been distributed to that person without violating the laws of the state of or the Articles of Incorporation.
Section 4. Loans to Directors and Officers Prohibited. No loans shall be made by the Chapter to any of its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Chapter for the amount of such loan until the repayment thereof.
ARTICLE X. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the Chapter, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc.: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Chapter, shall be signed by such officer or officers, agent or agents of the Chapter and in such manner as shall from time to time be determined by resolution of the Board of Directors. No such instrument shall be issued or presented for payment by the Organization in an amount greater than five hundred dollars ($500) unless it bears the signature of at least one officer and one other officer or director.
Section 3. Expenditures: All unbudgeted expenditures in an amount greater than five hundred dollars ($500) shall be approved by the Board prior to payment.
Section 4. Deposits: All funds of the Chapter shall be deposited from time to time to the credit of the Chapter in such banks, trust companies or other depositories as the Board of Directors may select.
Section 5. Gifts: The Board of Directors may accept on behalf of the Chapter any donation, contribution, gift, bequest or device for the general purposes or for any special purpose of the Chapter.
ARTICLE XI. COMMITTEES
Section 1. Nominating Committee: Not less than thirty (30) days prior to the Annual Members Meeting, the Secretary or the Nominating Committee, if so appointed, shall mail, email or otherwise transmit to the membership, a form for self-nomination for candidacy on the Board of Directors. Members seeking candidacy must pledge that: 1. They are not delinquent in the payment of any monetary obligation to the Chapter; 2. They have not been convicted of a felony; and 3. They have never been suspended or removed from serving as a director in any other organization. The Secretary, or the Nominating Committee shall present the slate of candidates for election to the membership at the Annual Membership Meeting at least five (5) days in advance of the meeting, listed alphabetically by surname and said slate will be voted upon at the meeting by ballot or proxy. There shall be no nominations from the floor at the Annual Meeting. Should the number of candidates be equal to or less than the number of vacated seats on the Board, no election shall be necessary. These candidates shall automatically be considered members of the Board of Directors. Elections shall be held when there are more candidates than there are vacated seats on the Board of Directors.
Section 2. Other Committees: The Board of Directors may establish such other committees as it deems necessary to carry out the duties of the Board. The members of each committee shall be appointed by the President. The Board of Directors shall by resolution provide for the rules of operation for each committee established.
ARTICLE XII. AMENDMENT OF BYLAWS
Section 1. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the Board of Directors. The bylaws may contain any provisions for the regulation or management of the affairs of the Chapter not inconsistent with the law or the Articles of Incorporation.
Section 2. These bylaws may be amended at any time by a two-thirds (⅔) vote of the Board of Directors present at a regular or special meeting of the Board, provided that at least five (5) days prior notice has been given, including the language proposed to be changed, added or deleted in accordance with the notice requirements of these bylaws.
CERTIFICATE OF BYLAWS
I hereby certify that the foregoing Bylaws were adopted by the Board of Directors on this ____________________day of _________________________, 20_______________.
Print Name of Secretary