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ARTICLE I - PURPOSE
The purpose of this Group shall be to provide its
members a convenient means for flying at the most economical rates.
ARTICLE II -DEFINITIONS OF SHAREHOLDER/MEMBER
1. A member is a Shareholder. However, a shareholder
who owns multiple shares shall be a single member for voting purposes, and for
purposes of determining his dues. All members must hold a private pilot’s
certificate. In the event the Group approves a sale of a share to an entity who
is not a person, then that entity shall designate one person (who must be a
licensed pilot) as the member. That designation may not change without the
approval of a super majority (2/3) of the members in good standing.
2. A member “in good standing” is a member who is not
delinquent (as that term is defined in Article XV, Section 3 of these bylaws).
Notwithstanding any language to the contrary in these bylaws, a member who is
not a “member in good standing” shall not have the right (a) to vote at any
meeting; (b) to be elected to the Board of Directors; (c) to exercise any
duties of a director, officer, or member; or (d) to reserve, fly, operate, or
exercise any control over any aircraft or other asset of the Group.
ARTICLE III - MEETINGS OF MEMBERS
1. All meetings of the members, except as herein
otherwise provided, shall be held at a place to be determined by the President.
2. The annual meeting of the Group shall be held
during the second week in February at such time as the Board of Directors shall
determine.
3. Notice of the annual and monthly meetings to the
members shall be given by various means including, but not limited to, the
postal mail, electronic mail (e-mail), and/or facsimile, as provided to the
Secretary by the member for that purpose. Members will be notified at least ten
(10) days before such annual meeting.
4. Special 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 Directors, or by written petition of at least fifty-one percent (51%) of
the members in good standing. It shall be the duty of the Secretary to call
such meetings within thirty (30) days after such demand.
5. Notice of a special meeting of members, stating the
time and in general terms the purpose thereof, shall be given in a like manner
as the notice required for the regular annual meetings. The agenda of a special
meeting shall be limited to items placed on its agenda by the Secretary at
least ten (10) days prior to the meeting. The Secretary shall place items on
the agenda as directed by the President, a majority of the Board, or one-third
(1/3) of the members in good standing.
6. At any meeting of the members, a quorum shall
consist of one-half (1/2) of the members who are in good standing. Absent a
quorum, business cannot be conducted.
7. The President, or in his absence the
Vice-President, or in the absence of the President and Vice-President, a
Chairman elected by the members in good standing present (in person or by
proxy) shall call the meeting of the members to order and shall act as the
presiding officer thereof.
8. Except for Special Meetings (as noted in section 5
of this Article), meetings do not require an agenda, unless the matter to be
voted upon is an amendment to the bylaws, or the sale, purchase, or lease of an
asset of the Group with a value in excess of $2000. In that event, the
Secretary, at the request of any member in good standing, shall place said
matters on an agenda and provide notice of same to all members at least ten
(10) days prior to the meeting.
9. At the annual meeting of the members, the members
in good standing shall elect by ballot a Board of Directors as constituted by
these bylaws.
10. At every meeting of the members, each member in
good standing shall have only one vote (regardless of the number of shares
owned - per Article II, Section 1). Votes cast by mail will be accepted
provided the Secretary receives them at least two (2) days prior to the meeting
when the vote is to be taken. Proxy votes in writing will be accepted. Voting
on specific issues may be done via E-mail if said procedure is approved by a
quorum of the members in good standing at a regular meeting or special meeting.
The decision to conduct an E-mail vote must be announced at said regular or
special meeting and the voting period must be open for at least ten (10) days.
Members in good standing shall have the option of voting by regular US mail
provided the votes are postmarked during the voting period and received by the
Secretary within 48 hours of the end of the voting period.
11. A majority vote of the members in good standing
present (in person or by proxy) is necessary for the adoption of any resolution
and for the election of a member to the Board of Directors.
12. Parliamentary procedures will be followed and
minutes will be kept at all meetings.
ARTICLE IV - DIRECTORS
1. The powers, business and property of the Group
shall be exercised, conducted and controlled by Board of Directors of five (5)
members.
2. Each Director shall be elected annually from the
members in good standing at the annual meeting of the members.
3. In case of a vacancy in the Board, the remaining
Directors shall fill such vacancy by appointment from the members in good
standing. If two (2) or more vacancies occur at any one time, they shall be
filled by vote of the members at a meeting duly called.
4. No later than one (1) week after each annual
meeting of members, the newly elected Directors shall hold a meeting and
organize by the election of a President, Vice-President, Secretary, Treasurer,
Aircraft Maintenance Officer and Coordinator, Aircraft Safety and Training
Coordinator, and transact any other business.
5. Regular meetings of the Board of Directors shall be
called at a time and place to be determined by the President.
6. 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.
7. 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 not later than three (3) days before the
day appointed for the meeting. If all Directors shall be present at any
meeting, any business may be transacted without previous notice.
8. 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 authorize any act of the
Group.
9. Each member of the Board of Directors shall serve
without any compensation or reward, except as otherwise provided in these
bylaws.
10. 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 regular meeting of the members, showing in detail the
condition of the affairs of the Group.
11. The Board of Directors may assign to any member in
good standing any duty or office that the Board deems appropriate and necessary
to the conduct of the Group and which is not otherwise expressly provided for
in these bylaws.
12. The Board of Directors may engage salaried
personnel from outside the Group membership to perform such services in behalf
of the Group as the Board deems appropriate and necessary.
13. 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 Group property and to do and perform, or cause to be done
and performed, any and every act which the Group may lawfully do and perform.
ARTICLE V - OFFICERS
1. The Executive Office of the Group shall have a
President, Vice President, Secretary, Treasurer, and Maintenance Officer.
2. The President, Vice President, Secretary,
Treasurer, and Maintenance Officer shall be elected by the Board of Directors
from their own number at the first meeting after organization of the
corporation and thereafter at the first meeting after the regular annual
meeting of the members and shall hold office for twelve (12) months and until
their successors are elected and qualified.
3. The President, Vice President, Secretary,
Treasurer, and Maintenance Officer shall serve without compensation or reward.
ARTICLE VI - PRESIDENT
1. The President shall be the Chief Executive Officer
of the Group. He shall preside at all meetings of the Group and the Board of
Directors and shall have, subject to the advice and control of the Directors,
general charge of the business of the Group, and shall execute with the
Secretary, in the name of the Group, all certificates of membership, contracts
and instruments other than checks which have been first approved by the Board
of Directors.
2. The President shall co-sign all checks executed in
the name of the Group.
3. The President shall be responsible to the Board of
Directors for the operation of the Group. He shall make and enforce decisions
regarding the suitability of all equipment and the qualifications of all
members for each type of flight operation. He shall recommend for approval to
the Board of Directors all operational rules of the Group and shall report with
recommendations all violation of such rules by any member of the Group.
ARTICLE VII - VICE-PRESIDENT
1. The Vice-President shall be vested with all the
powers and shall perform the duties of the President in case of the absence or
disability of the President.
2. The Vice-President shall also perform such duties
connected with the operation of the Group as he may undertake at the suggestion
of the President.
ARTICLE VIII - SECRETARY
1. The Secretary shall keep the minutes of all
proceedings of the members and of the Board of Directors in books provided for
that purpose. He shall attend to the giving and serving of notices of all
meetings of the members and of the Board of Directors and otherwise. He shall
keep a proper membership book showing the name of each member of the Group, the
book of bylaws, the Group Seal, if any, and such other books and papers as the
Board of Directors may direct. He shall execute with the President, in the name
of the Group, all certificates of membership, contracts and instruments which
have been first approved by the Board of Directors. In the absence or
disability of the Treasurer and under the direction of the President he shall
execute in the name of the Group checks for expenditures authorized by the
Board of Directors.
2. The Secretary shall perform all duties incident to
the Office of the Secretary, subject to the control of the Board of Directors.
3. The Secretary shall also perform such duties
connected with the operation of the Group as he may undertake at the suggestion
of the President.
ARTICLE IX - TREASURER
1. The Treasurer shall co-sign with the President, in
the name of the Group, all checks for the expenditures authorized by the Board
of Directors. He shall receive and deposit all funds of the Group in the bank
selected by the Board of Directors, which funds shall be paid out only by check
as herein before provided. He shall also account for all receipts,
disbursements and balance on hand.
2. The Treasurer will provide a monthly report of the
financial status of the Group to the Board of Directors and a quarterly report
to every member.
3. The Treasurer will inform the President on the
twentieth (20th) of each month if any members are delinquent and notify him
when such delinquency plus any fines have been paid.
4. The Treasurer shall perform all duties incident to
the Office of the Treasurer, subject to the control of the Board of Directors.
5. The Treasurer shall also perform such duties
connected with the operation of the Group as he may undertake at the suggestion
of the President.
ARTICLE X – AIRCRAFT MAINTENANCE OFFICER
1. The Aircraft Maintenance Officer shall serve as the
representative to the Board of Directors for the Aircraft Maintenance
Coordinators. He shall also be an Aircraft Maintenance Coordinator for one of
The Group’s planes. He shall set up and supervise procedures for maintaining
current information in the logbooks of The Group’s planes. He shall coordinate
with the Treasurer the transfer of information from the logbooks to be used for
billing information and the financial planning for maintenance, annuals and
overhauls.
2. The Aircraft Maintenance Officer shall be
responsible for maintaining the Group’s aircraft proper operating condition, by
or under the supervision of a properly certified aircraft and power plant
mechanic, and for obtaining all inspections, major overhauls and for compliance
with all service bulletins for said aircraft.
ARTICLE XI - VACANCIES
If any Office, other than that of President, becomes
vacant for any reason, the President shall appoint a member in good standing as
an interim successor until such time as the Board of Directors shall elect a
successor from the members in good standing who shall hold office for the
remainder of the term. If the Office of President becomes vacant, the Vice
President shall become President and the Board of Directors shall elect a new
Vice President from the members in good standing.
ARTICLE XII - OTHER DUTIES
AIRCRAFT MAINTENANCE COORDINATOR
1. There shall be one Aircraft Maintenance Coordinator
designated by the Board for each plane operated by the Group. The Aircraft
Maintenance Coordinators shall be responsible for maintaining current
information in the logbooks of the aircraft he is assigned to.
2. The Aircraft Maintenance Coordinators shall be
responsible for maintaining the aircraft he is assigned to in proper operating
condition, by or under the supervision of a properly certified aircraft and
power plant mechanic, and for obtaining all inspections, major overhauls and
for compliance with all service bulletins for said aircraft.
3. With respect to the aircraft he is assigned to, the
Aircraft Maintenance Coordinator shall be responsible for all papers required
to be carried in the aircraft and for the execution of all papers required upon
the completion of inspections and major repairs.
4. The Aircraft Maintenance Coordinator shall serve
without compensation or reward.
SAFETY COORDINATOR
1. Responsibilities to be determined by the Board of
Directors.
2. The Aircraft Safety Coordinator shall serve without
compensation or reward.
TRAINING COORDINATOR
1. Responsibilities to be determined by the Board of
Directors.
2. The Training Coordinator shall serve without
compensation or reward.
ARTICLE XIII - SAFETY BOARD
1. A Safety Board shall be designated by the Board of
Directors for each aircraft accident involving either a member of the Group or
any equipment belonging to the Group, providing such accident resulted in
damage to equipment exceeding a sum of two hundred dollars ($200).
2. The Safety Board shall consist of no less than two
(2) members of the Group who were not involved in the accident.
3. The Safety Board shall take all steps necessary to
ascertain the facts, conditions and circumstances for the accident; shall
arrive at conclusions regarding the probable cause and the responsibility for
said accident; and shall make known to the Board of Directors, and to all
parties involved in the accident, its findings in the form of a written report.
ARTICLE XIV - HEARINGS
1. The Board of Directors, upon receipt of the
findings of the Safety Board shall offer to all parties involved in the
accident the opportunity of a hearing. After the hearing, or if such hearing is
waived by all the parties involved in the accident, the Board of Directors
shall decide the financial responsibility. The decision of the Board of
Directors shall be final.
2. The Board of Directors shall not impose financial
responsibility on any one member in excess of the insurance deductible for any
one (1) accident, unless the damage results from a violation which is not
covered by insurance carried on the aircraft; then the party responsible for
the damage shall be liable for the full amount. Recommendation of the Board
should be approved by recorded vote of all Group members.
3. All financial obligations imposed on any member as
a result of the decision of the Board of Directors shall be satisfied within
thirty (30) days of written notice. Otherwise, in the case of a member, all
unsatisfied monies may be deducted from the membership fee, the remainder of
which shall be returned to the member with a cancellation of membership in the
Group.
ARTICLE XV - MEMBERSHIP
1. New members may be admitted to the Group only after
being approved by a Super Majority [two third’s (2/3's)] of the members in good
standing. Membership shall be limited to six (6) in number for the first
aircraft and not more than a total of ten (10) for each additional aircraft. It
is recognized that there may be (due to a stock split) more shares of stock
outstanding than the allowable number of members. Notwithstanding this fact,
the members agree that the existence of a number of shares in excess of the
above ratio does not require the admission of new members.
2. The Group shall issue to each member a certificate
of membership on a form approved by the Board of Directors.
3. A member may withdraw from the Group upon
notification to the Secretary in writing thirty (30) days in advance and said
member may make withdrawal final within the next ninety (90) days without
further notification provided that the withdrawing member has disposed of all
shares in the assets of the Group to a new member acceptable to the Group. The
Group shall have the first option to purchase the share of a member wishing to
withdraw from the Group and the Group shall have thirty (30) days from the
withdrawal notice to exercise this option.
4. A member may be expelled by a two-thirds (2/3) vote
of the members voting at any regular or special meeting of the members. Ten
(10) days notice shall be given to each member who shall have the right to be
heard either in person or by counsel at a meeting of the Group called for this
purpose. A member so expelled shall receive from the Group a sum equal to his
share in the assets of the Group, less any monies, dues or fines owing to the
Group. Asset value to be determined by NAAA appraisal solicited by the Club.
5. In the event of the death of a member, the Group
shall have the first option to purchase from the estate the member's share in
the assets of the Group. If a member wishes to name in his Will a beneficiary
of his share in the assets of the Group, the named beneficiary must be
acceptable to the Group.
ARTICLE XVI - MEMBER PAYMENTS
1. Dues. Each member shall be assessed monthly dues in
the amount of Two Hundred and Seventy Dollars ($270.00), said dues to be
payable on the first day of each month for the current month. The monthly dues
may be changed from time to time at the discretion of the Board of Directors.
The amount shall be sufficient to pay all fixed expenses on a monthly basis
owed by The Group. Each member is responsible for monthly dues.
2. Hourly Aircraft Rate. The hourly aircraft rates
shall be published by the Board of Directors, from time-to-time, as a separate
Schedule and the most recent issue is herein incorporated in its entirety. Each
Aircraft Maintenance Coordinator will notify the Treasurer on or before the
last day of each month of the accumulated flight hours of each member for the
plane he is assigned to, based on tachometer or hobbs readings for the month.
Members will be responsible for paying in full at the beginning of each month
for their accumulated hours from the previous month. Although the members will
be invoiced by the Treasurer, it is the responsibility of each member to see
that his monthly dues, his hourly aircraft charges, and other charges owing to
The Group are paid when due. The hourly aircraft rate may be changed from time
to time at the discretion of the Board of Directors.
3. Delinquency. Any member who has failed to pay the
dues, hourly aircraft rate charges or any other sum due the Group or a third
party as may be presented to the group for payment on the member’s behalf
(including but not limited to: landing/hangar/parking/tie-down fees, fuel
charges, O2 charging, jump starting, etc.) within fifteen (15) days after said
sums shall be due Six4aSix, Inc., shall be automatically suspended from flying
the Group aircraft. Any member who has failed to pay the dues, hourly aircraft
rate charges or any other sum due the Group or a third party as may be
presented to the group for payment on the member’s behalf (including but not
limited to: landing / hangar / parking / tie-down fees, fuel charges, O2
charging, jump starting, etc.) within thirty (30) days after said sums shall be
due Six4aSix, Inc. shall be considered a delinquent member and shall have all
privileges of a member suspended as set forth in Article II, Section 2. A ten
percent (10%) penalty of the delinquent amount shall be charged after one (1)
month's delinquency unless the Board of Directors waives the penalty upon a
showing of good cause by the member.
4. When a delinquent member fails to pay any sum owed
to the Group, or, to make suitable arrangements with the Board for payment
thereof within sixty (60) days of the due date (Note: whether to allow such an
arrangement shall be at the sole discretion of the Board of Directors); the
Board or a member in good standing may recommend to the members in good
standing that the delinquent member be expelled from the Group.
ARTICLE XVII - GROUP FINANCES
1. No member may authorize expenditures or otherwise
incur financial obligations in the name of the Group, except as expressly
provided for in these bylaws or other regulations duly promulgated by the Group
membership.
2. The Treasurer is authorized to expend Group funds
in payment for all normal fixed costs of the Group and all operating costs not
in excess of five hundred dollars ($500). The Treasurer must obtain approval
from the Board of Directors for any unusual expenditure.
3. The Maintenance Coordinator may authorize work on
Group aircraft in an amount up to five hundred dollars ($500) without seeking
approval from the Board of Directors. The Maintenance Coordinator must consult
with the Treasurer before authorizing any work to determine whether there are
sufficient funds to pay for the work.
4. Individual members will be reimbursed for any
personal expenditure not in excess of one hundred and fifty dollars ($150) when
such expenditures are for repairs or maintenance to Group Aircraft necessary to
safely complete a trip back to the Airport.
5. No member, officer, Director or any other
individual shall obligate the Group to any purchase, repair, service or in any
manner in an amount in excess of five thousand dollars ($5000) without the
approval of a majority of the Group members.
ARTICLE XVIII - FLIGHT PROFICIENCY PROGRAM AND
FLIGHT RULES
1. The Board of Directors shall develop, or cause to
be developed, a Flight Proficiency Program applicable to all members. It will
include, but not necessarily be limited to, periodic check rides with qualified
flight instructors, minimum number of flight hours per month, minimum number of
landings per month, and periodic refresher courses. The Flight Proficiency
Program must be approved by a majority of the Group members.
2. The Board of Directors shall develop, or cause to
be developed, a set of Flight Rules. The Flight Rules will take into
consideration varying levels of members' experience and proficiency and the
type of aircraft to be flown.
3. The Board of Directors shall develop, or cause to
be developed, a set of Aircraft Scheduling Rules.
ARTICLE XIX - SURPLUS
The net savings or surplus remaining after all
operating costs and other expenses have been paid shall remain in the Group's
treasury for the purchase of new equipment, for engine overhauls, for
contingencies or for the purpose of reducing the hourly rates for flying as
shall be determined by the Board of Directors. The net savings in any event
shall not be distributed to the members for their individual use.
ARTICLE XX - AMENDMENTS
1. These bylaws may be repealed or amended or new
bylaws adopted at any meeting of the members called for that purpose or any
regular meeting of the members by a two-thirds (2/3) majority vote of such
members in good standing.
2. At any meeting of the members, a quorum shall
consist of one-half (1/2) of the members who are in good standing.
END OF BYLAWS
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