AOPA By-laws

TITLE, LOCATION AND CORPORATE SEAL
Section 1.  Title.  The title of the corporation is
AIRCRAFT OWNERS AND PILOTS ASSOCIATION.
Section 2.  Location.  The location of the principal office of the corporation is  421 Aviation Way, Frederick, Maryland 21701.  The corporation, in addition, may establish and maintain an office or offices, executive headquarters, or membership offices elsewhere, as the Board of Trustees may, from time to time, determine.

Section 3.  Seal.  The seal of the corporation shall have inscribed thereon the name of the corporation, the words “corporate seal”, and the year of its incorporation.

ARTICLE II

PURPOSES

Section 1.  The purposes for which this corporation is formed are as follows:  To promote, protect and represent the interests of the members; to further the art, science and industry of aeronautics and the pursuit of flying; to promote the economy, safety and popularity of flight in aircraft and the use of aircraft by members, including the pilotage thereof by members, and to enjoy and exercise such other further purposes and powers as are specifically granted to it by the laws of the State of New Jersey.

ARTICLE III

MEMBERSHIP

Section 1.  Qualification.  The members of this corporation shall consist of individuals who hold, or have held, a pilot certificate issued by the certificating agency of the United States of America, as well as individuals who have soloed or owned, or now own, an aircraft, and individuals who have an interest in advancing the cause of general aviation.

Section 2.  Powers of Board of Trustees.  The Board of Trustees shall have the sole power to suspend or expel a member and may only do so for conduct by that member which is likely to endanger the interests of the corporation.  Conduct for which a member may be suspended or expelled shall include, but shall not be limited to, failure by that member to meet any obligations or to pay any debt to the corporation, or to any subsidiary or affiliate or to any other company for goods or services obtained by reason of membership in the corporation.

Section 3.  Sponsors.  Individuals who, in the estimation of the Board of Trustees, are popularly identified with the aircraft industry or aeronautical projects, or who work actively in the interests of aeronautics may, from time to time, be elected Sponsors of the corporation by the Board of Trustees.

Section 4.  Affiliates.  The Board of Trustees may establish and abolish such other classifications of non-voting affiliates as shall be consistent with the purposes of this corporation, whether or not any such affiliates are or qualify to be members.

ARTICLE IV

MEETINGS OF MEMBERS

Section 1.  All meetings of members shall be held at such place and time and for such purposes as the Board of Trustees, with its Chairman voting, shall decide.  Meetings of members shall be presided over by the Chairman of the Board of Trustees who may, if there is less than a majority of the membership present in person or by proxy, declare the meeting postponed.  Unless the meeting is postponed, any number of members in attendance shall constitute a quorum.

Section 2.  Elections shall be by a majority of votes cast by members present in person or by proxy.  The Board of Trustees shall designate a Nominating Committee of not less than two members.  No person shall be a candidate for Trustee who has not been approved and recommended by the Nominating Committee.

Section 3.  Notice of any meeting shall be mailed to members not less than ten (10) days before the date set for that meeting.  Notices shall be sent to the members’ addresses as the same appear on the books of the corporation.  Such notices may be contained in copies of the corporation’s publications mailed to members.

Section 4.  Notices of any meetings of members shall specify the time and place of the meeting, and the general nature of the business to be transacted.

Section 5.  Voting.  Every member shall be entitled to one vote.

Section 6.  Proxies.  Every member entitled to vote may do so either in person or by written proxy filed with the Secretary of the corporation, which proxy may be transmitted electronically.

Section 7.  Voting by mail.  The Chairman of the Board or a majority of the Trustees then in office may conduct a poll of the members by mail on any matter.  The notice and ballot for such poll may be contained in a mailing of other materials to the members by AOPA.

Section 8.  Members not in good standing.  No member who is not in good standing shall be permitted to be present at, to discuss, or to vote or pass upon any business transacted at any regular or special meeting of the members.

ARTICLE V

DUES AND ASSESSMENTS

Section 1.  Dues.  The Board of Trustees may suspend or expel a member in arrears in his payments to AOPA.

Section 2.  Assessments.  There may be no assessments levied.

Section 3.  Sponsors.  Becoming a sponsor does not entail or imply any financial obligation.

ARTICLE VI

BOARD OF TRUSTEES

Section 1.  Each Trustee shall remain in office until he resigns or is retired at an election by the members.  Any vacancy on the Board of Trustees shall be filled by the appointment of a new Trustee by a majority of the Trustees in office, effective until a replacement is elected.

Section 2.  Powers.  All corporate powers shall be exercised under the authority of, and the business and affairs of this corporation shall be controlled by, a Board of not less than three Trustees.

Section 3.  Qualification.  All Trustees must be members.

Section 4.  Organization meeting.  The organization meeting of the Board of Trustees shall be held promptly, following the adjournment of the annual meeting of the members.

Section 5.  Place of Board meetings.  Meetings of the Board of Trustees shall be held at the principal office of the corporation in the State of Maryland or at such other place as from time to time may be fixed by the Board of Trustees.

Section 6.  Meetings of the Board of Trustees for any purpose shall be called by the Chairman of the Board or by a majority of the Trustees in office.

Section 7.  Waiver of Notice.  Any and all notices of meetings may be waived in writing by the Trustees.

Section  8.  Quorum.  A majority of the Trustees in office shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Trustees present at any meeting at which there is a quorum, when duly assembled, shall be valid; provided, however, that in the absence of a quorum of the Trustees, a minority of the Trustees in office may adjourn the meeting, from time to time.

Section 9.  Qualifications for voting.  No Trustee shall attend a meeting or vote upon any subject in any aspect of which he may be considered to have any financial interest.

ARTICLE VII

OFFICERS

Section 1.  The officers of the corporation shall be a Chairman of the Board, a President, an Executive Vice President, a Secretary and a Treasurer.  Each officer shall be elected by the Board of Trustees.  Each officer shall hold office for one year or until his successor is duly qualified.

Section 2.  The Chairman of the Board shall be the chief officer of the corporation.  He and the President shall have such powers and duties as the Board of Trustees shall from time to time prescribe.

Section 3.  Vice Presidents.  The Vice Presidents shall, in the order designated by the Board of Trustees, in the absence or disability of the President, perform such duties as the Board of Trustees shall prescribe.

Section 4.  Secretary.  The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Trustees may order, of all meetings of Trustees and members.  The Secretary shall give, or cause to be given, notice of all meetings of members and of the Board of Trustees, required by the By-Laws or law to be given, and shall keep the seal of the corporation and affix said seal to all documents requiring a seal, and shall have such other powers and perform such other duties as may be prescribed by the Board of Trustees or by the By-Laws, or by law.

Section 5.  Treasurer.  The Treasurer shall receive and deposit all the funds of the corporation in the name of the corporation in such bank or trust company or safe deposit vaults as the Board of Trustees may designate and pay them out only on the check of the corporation, signed in the manner authorized by the Board of Trustees.

Section 6.  Assistants.  Any Assistant Secretary or Assistant Treasurer, respectively, may exercise any of the powers of Secretary or Treasurer, respectively, as provided in these By-Laws, provided they are directed to do so by the Board of Trustees, and shall perform such other duties as are imposed upon them by the By-Laws or the Board of Trustees.

Section 7.  Subordinate Officers.  The Board of Trustees may from time to time appoint such subordinate officers or agents as the business of the corporation may require, fix their tenure of office and allow them suitable compensation.

ARTICLE VIII

COMMITTEES

The Board of Trustees may appoint an executive committee and such other committees as they may deem necessary or advisable from time to time, consisting of such number of the members and with such powers as the Board of Trustees may designate; provided, however, that the same shall be consistent with the Certificate of Incorporation and By-Laws of the corporation and the laws of the State of New Jersey.  Such committees shall hold office at the pleasure of the Board of Trustees.

ARTICLE IX

AMENDMENTS

Section 1.  These By-Laws may be altered by a majority vote at a duly called meeting of the members, provided that the Board of Trustees shall have had circulated a notice to the entire membership at least ten (10) days in advance, setting forth substantially the proposed change.

ARTICLE X

GROUP ACTIVITIES

Section 1.  Unless authorized by the Board, no person, group, unit, association or any other entity whatsoever shall utilize, display or in any way capitalize upon the Association’s reputation, or its name, insignia, or any abbreviation or simulation thereof.

Section 2.  The Board may, at its option, expel any member or group of members that violates these By-Laws and/or forbid the continued or continuing use of the Association’s name or insignia, or any abbreviation or simulation thereof, to such member or group.

ARTICLE XI

INDEMNIFICATION OF TRUSTEES, OFFICERS AND AGENTS

Section 1.  Indemnification.  The corporation shall indemnify any person who is or was a Trustee or officer of the corporation against expenses and liabilities in connection with any proceeding involving the Trustee or officer by reason of his being or having been such a Trustee or officer, and for such expenses and liabilities incurred by him in connection with services rendered by him for or at the request of the corporation, or any of its subsidiaries, to the fullest extent now or hereafter permitted by law.

The Board of Trustees by resolution adopted in each specific instance may similarly indemnify any other corporate agent for such expenses and liabilities incurred by him in connection with any proceeding involving the corporate agent by reason of his being or having been such a corporate agent, and for such expenses and liabilities incurred by him in connection with services rendered by him for or at the request of the corporation, or any of its subsidiaries.

The provisions of this Article shall be applicable to all proceedings commenced after its adoption, whether such arise out of acts or omissions which occurred prior or subsequent to such adoption and shall continue as to any person who has ceased to be a Trustee, officer or other corporate agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The indemnification provided by this Article shall not exclude any other rights to which a Trustee, officer or corporate agent may be entitled under any agreement, vote of members, insurance, or otherwise.

As used in this Article, “corporate agent” means any person who is or was a trustee, director, officer, employee or agent of the indemnifying corporation or of any constituent corporation absorbed by the indemnifying corporation in a consolidation or merger and any person who is or was a director, officer, trustee, employee or agent of any other enterprise, serving as such at the request of the indemnifying corporation, or of any such constituent corporation, or the legal representative of any such director, officer, trustee, employee or agent;

            “other enterprise” means any domestic or foreign corporation, other than the indemnifying corporation, and any partnership, joint venture, sole proprietorship, trust or other enterprise, whether or not for profit, served by a corporation agent;

            “expenses” means reasonable costs, disbursements and counsel fees;

            “liabilities” means amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties; and

            “proceeding” means any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding.

Section 2.  Advances.  Expenses incurred by a Trustee, officer or other corporate agent in connection with a proceeding may be paid by the corporation in advance of the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the Trustee, officer or other corporate agent to repay such amount unless it shall ultimately be determined that he is entitled by law or these By-Laws to be indemnified as provided herein.

Section 3.  Insurance.  The corporation may, upon the determination of the Board of Trustees, purchase and maintain insurance on behalf of any Trustee, officer or other corporate agent and against any expenses incurred in any proceeding and any liabilities asserted against him in his capacity as corporate agent or by reason of his being or having been a corporate agent, whether or not the corporation will have the power to indemnify him against such liability under the provisions of the law and these By-Laws.