The By-Laws

43rd Aviation Flying Club, Inc. Hartford, Connecticut

Amended February 4, 2010

ARTICLE I / MEMBERSHIP

Section 1. AUTHORIZED MEMBERSHIP. Membership in the club shall be limited to the number fixed and authorized by the board of directors. The membership, categories, and rights under said categories shall be determined from time to time by the Board of Directors.

Section 2. QUALIFICATIONS AND ELIGIBILITY. All members must be responsible and financially able to meet the dues, charges and assessments hereinafter provided for. They must possess all licenses, certificates and permits required by all federal, state, and local government agencies for the operation of the aircraft to be flown. Membership shall be obtained only through the majority approval of the Board of Directors. The Board of Directors may ascertain and fix any other conditions and requirements of the membership as may be deemed necessary for the best interest of the club.

Section 3. TRANSFERABILITY OF MEMBERSHIP. A membership may be transferred by the holder thereof to any person who is qualified for membership in the club and providing that such person is approved by a majority of the directors. Until such approval is obtained, the holder of such membership remains subject to all obligations of membership, including dues, charges, and assessments.

Section 4. TERMINATION OF MEMBERSHIP.

A) Involuntary - A majority of the Board of Directors may terminate any member for just cause. Upon such act being taken by the Board of Directors, the holder of such membership shall immediately lose all rights and privileges to which he would otherwise be entitled. The termination of such membership shall not release the holder from the payment of dues, charges and assessments that he may have incurred prior to the date of termination. The member terminated shall have a right to appeal his termination to the club membership by complying with the notice provisions relating to special meetings as hereinafter provided for. He shall have the opportunity to present his case to the membership at such a special meeting. The membership shall vote upon the termination by the Board of Directors. A two-thirds majority of a quorum vote shall be required to overrule the termination decision of the Board of Directors.

The member so terminated shall call for such special meeting within ten (10) days of written notice of termination from the Board of Directors, or he shall be deemed as having waived his right to present the matter to the membership; said ten (10) days period to run from the date of mailing said notice.

The member or his estate so terminated shall have three (3) months to sell and transfer his membership from the date of written notice of termination to a proposed member who fills the membership qualification above stated. If said membership is not transferred within the said three (3) month period, the Board of Directors shall purchase said membership for 75% of current share selling price, as determined by the Board of Directors. The membership shall be noted as transferred to the club on all records of the club.

B) Voluntary - Any member may submit in writing a request for resignation from the club. Any financial remuneration will be in keeping with the current club policy less any outstanding debts owed the club. The returnable amount shall only be returned to the resigning member following replacement by a new member acceptable to the club as per section 3, Article 1.

In the event of death or permanent disability of the member, the membership of such deceased or disabled member shall cease, and all voting rights under said membership shall terminate. The legal representative of such member shall then be contacted, if there be one, and the share redeemed upon the same terms as in the first paragraph of section 4, B of this article.

The term disability as used in this section shall be construed to mean mental or physical disability of the member that would prohibit him from operating the aircraft under all existing governmental or club laws, rules or regulations.

In the event of bankruptcy or other insolvency, or assignment for the benefit of creditors on behalf of any member, the membership of the member shall be terminated forthwith; and the provisions of the first paragraph of this section shall apply.

Section 5. VOTING RIGHTS OF MEMBERS. At all meetings as hereinafter stated, the holders of membership shall have equal voting rights, each share being entitled to one (1) vote.

Section 6. MEMBERSHIP DUES, CHARGES AND ASSESSMENTS. Dues, charges and assessments are due and payable to the club within twenty-five (25) days after said statement has been rendered by the club to the member. If not paid within the said 25-day period, the account shall be declared delinquent and shall be subject to the penalties as hereinafter set forth.

1. DUES - Dues shall be established by the Board of Directors as necessary to meet the financial obligations of the club.

2. CHARGES - Members shall be charged monthly for time flown at hourly rates to be fixed by the Board of Directors, which rates shall be adequate to cover all operating expenses of the club.

3. ASSESSMENTS - Special assessments against members may be made by the Board of Directors in the best interest of the club.

4. NON-PAYMENT PENALTY - A penalty shall be imposed of ten (10) percent per month on member's statement that is unpaid within the 25-day period as provided in Section 6 above.

Any member who has failed to pay his dues or any sum due the club within two (2) months after said sum is due, shall be automatically suspended from flying the club aircraft as of the date of the monthly meeting. When a delinquent member fails to make appropriate arrangements with the Board of Directors for payment, the member then shall automatically be considered for termination. In the event the membership is terminated under the provisions of Section 4, the ten percent penalty shall no longer apply.

Section 7. LEAVE OF ABSENCE. -  A club member may be granted a leave of absence from active participation in the club if the following conditions are met:

 

1)           The member makes a written request to the Board of Directors, listing the reasons that club              

         participation would be difficult or impossible during the proposed leave period;

2)      The member has not been on leave from the club during the previous 12 months;

3)      The member’s account with the club is paid up in full as of the date of the request;

4)      A majority of the Board of Directors votes to approve the request.

 

 No monthly dues will be charged during this period, and no flying time will be allowed a member while on leave.

 

In order for a member on leave of absence to return to active participation in the club, the following conditions must be met:

 

1)      The member makes a written request to the Board of Directors to return to active participation;

2)      The member submits payment to the Treasurer equal to one month’s dues at the current rate, plus any assessments or share value increases that occurred during the leave of absence;

3)    After initial application acceptance by the Board, a checkout/re-currency and club instructor approval in all Club aircraft will be required prior to the members use;

4)      A majority of the Board of Directors has a final vote to return the member to active participation.

 

 

A member who resigns from the club while on leave of absence, or within 12 months of returning from a leave of absence, will have his share value reduced by an amount equal to the monthly dues that were waived during the leave of absence, up to the value of the share.  If a returning member cannot meet the requirements to re-enter the club, the returning member will have his share value reduced by an amount equal to the monthly dues that were waived during the leave of absence, up to the value of the share.

 

Section 8. LIABILITY OF MEMBERS. Membership in the club shall not constitute any personal liability whatsoever on the individual members except for the following:

1. Every member shall be liable for dues, charges and assessments as herein stated.

2. Every member shall be responsible for the safe operation and care of the club's aircraft and equipment under the control of said member as stated in the Operating Rules.

ARTICLE II / NOTICES

Whenever, under the provisions of the by-laws, notice is required to be given to any member, director, officer or ex-member, other than for special meetings, it shall be given in writing. Notice for annual meetings is described in more detail below. The date upon which the written notice is sent shall be considered the date upon which the notice is given.

An individual with actual notice of the subject of the written notice may not claim lack of notice as the result of a failure to receive the written notice or as the result of any technical imperfection in the written notice. That is, he or she is estopped from doing so.

ARTICLE III / MEETINGS

Section 1. ANNUAL MEETING. The members shall hold their annual meeting during the month of October at a place selected by the Board of Directors and shall elect a Board of Directors for the ensuing year, and shall transact other business as may properly come before the meeting. At the annual meeting of membership, the following shall be the order of business:

  1. Report of officers

10.  Miscellaneous business.

11.  Adjournment

Section 2. NOTICE OF ANNUAL MEETING. At least seven (7) days prior to the date of the annual meeting of the members, the Secretary of the corporation shall send notice stating time and place of the meeting to each of said members of record. In the event a quorum of members are not present at the annual meeting, those members present may adjourn the meeting until such a day as they may agree upon for the purpose of procuring a quorum and transaction the necessary business of the members of the club. The failure of the Secretary of the corporation to give the required notice of the annual meeting shall invalidate the business transacted at the meeting despite a quorum being present.

Section 3. SPECIAL MEETINGS. The Board of Directors, the President or members representing not less than 20% of the entire membership shall, by the filing of a written request thereafter with the secretary, have the right to cause the membership to hold a special meeting. In such instances, the Secretary shall fix the fifteenth (15) successive day (excluding Sundays and legal holidays) following the receipt of the request, as the date of the meeting. The secretary shall cause notice of any such meeting to be given to the members not less than ten (10) days prior to the date of the meeting. The business transacted at the meeting shall be limited to that specified in the notice.

Section 4. REGULAR MEETINGS. The board of directors may establish, by resolution, periodic meetings, such as monthly, bi-monthly, quarterly, etc. The notice for such meetings shall be as for annual meetings, and all business that may properly come before the meeting may be discussed as in an annual meeting.

Section 5. PROXIES. All proxies from members to represent them at any meeting of the membership shall be in writing. All proxies shall be received and filed by and with the secretary of the club, before or at the commencement of the meeting. No person shall act as proxy for any member unless said person shall be a member and entitled to vote at the meeting at which the proxy is filed. The Secretary shall be required to record in the minutes of each meeting the names of the members on whose behalf proxies have been filed and the name of the person recorded receiving and voting any proxies. Proxies shall be given for specific meetings only, and for the purpose of that meeting so specified.

Section 6. QUORUM. A quorum at all meetings shall consist of a minimum of a quarter (1/4) of the active membership.

ARTICLE IV / DIRECTORS

Section 1. MEMBERSHIP. The board of directors shall consist of the President, Vice-President-Secretary, Treasurer and any other member or members elected thereto by a majority vote of the club members present at the Annual Meeting.

Section 2. REGULAR MEETINGS. The directors shall meet whenever practicable, which meeting shall be considered to be a regular meeting of the Board of Directors. At such meeting there shall be discussed the implementation of the results of the membership meetings, and such other business as may properly come before the board. Any regular meetings of the directors may be adjourned from time to time until the purposes of the meeting have been accomplished.

Section 3. SPECIAL MEETINGS. Any one of the directors, by filing of a written request to the Secretary, shall have the right to cause the Board of Directors to hold a special meeting. The Secretary shall designate the place of the meeting and inform the other directors as to time, place and purpose of the meeting.

Section 4. QUORUM. A majority of the members of the Board of Directors shall constitute a quorum and the act of a majority shall be the act of the Board.

Section 5. POWERS

(A) The Board of Directors shall have the power to bind the club to all legal commitments ordinary and necessary to the normal operation of the club.

(B) They shall have the authority to fix the membership, the amounts of each membership, the classes of membership, dues, charges and assessments. The Board of Directors must make such action known to the membership at a regular or special meeting. Any decision of the Board of Directors relating to the above may be overruled by a two-thirds (2/3) vote of the membership.

(C) The Board of Directors shall take whatever action it deems appropriate in connection with any accident.

(D) The Board of Directors shall have the power to authorize an audit of the financial records of the corporation.

ARTICLE V / OFFICERS

Executive officers of the corporation shall be these of President, Vice-President-Secretary, and Treasurer. The executive officers of the corporation shall be elected by the members at their annual meeting to server until their successors are elected and qualified at the next annual meeting of the membership. Vacancies in any of the regular offices shall be filled for the unexpired term at any regular meeting of the Board of Directors, or at a special meeting called for that purpose. The Board of Directors may remove from office any officer with or without cause, at any time, by a unanimous vote of the Board of Directors, less such officer, if he is a member of the Board.

Section 1. APPOINTIVE OFFICES. The President, subject to the approval of the Board of Directors, may appoint one or more officers as he shall deem appropriate for a specific purpose. Such appointment shall serve until their appointment is terminated by action of the President or Board of Directors.

 

 

 

 

ARTICLE VI / DUTIES OF OFFICERS

Section 1. PRESIDENT. The President shall be a member of the Board of Directors. He shall preside at all meetings of the members and of the Board of Directors. He shall submit to the members at their annual meeting a report of the operation of the club and its condition, and from time to time shall report to the Directors concerning all matters within his knowledge that the interest of the club may require. He shall be an ex-officio member of all standing committees and shall have the general power and supervision of management usually vested in the president of a corporation.

Section 2. VICE-PRESIDENT-SECRETARY. The Vice-President-Secretary shall perform the duties of the President in the absence of the latter and such additional duties as may be assigned to him by the Board of Directors or the President. He shall keep the minutes of the meetings of the members and the Board of Directors and shall attend to the giving and certifying to all notices of all such meetings. He shall sign or countersign all evidences of indebtedness and certificates of shares of the corporation, and shall affix the seal of the corporation whenever it shall be necessary.

Section 3. TREASURER. The Treasurer shall have the custody of all funds and securities of the corporation, and shall deposit such funds in the name of the corporation in the bank or banks that the Board of Directors may designate. He shall be authorized to sign or countersign all checks, drafts, and notes of the corporation and shall disburse the funds of the corporation under the direction of the Board of Directors or the President. He shall keep the accounts of the individual members and shall render to them monthly statements of charges incurred. He shall verify charges and expenditures and shall report to the membership the financial condition of the club.

Section 4. APPOINTIVE OFFICERS. The appointive officers shall perform such duties as may be designated by the President