The name of this organization shall be ___________________________, organized under the Nonprofit Public Benefit Corporation Law of (state) for charitable and public and educational purposes.
The principal office of the Corporation for its transaction of business is located in the County of ____________________, State of _________________ at ______________________ (address), City of ____________________, _______________ (state) _______ (zip)
The purpose of the Corporation is to promote and preserve safe and efficient operation of the general aviation airport system to the benefit of the community and to advance public understanding and interest in the beneficial use and utilization of aviation through educational and charitable means.
The Corporation shall have two classes of members. One class shall be known as Voting Members and shall have voting and other rights. The other class shall be known as Honorary Members and shall have no voting or other rights except as defined in Section 12 of this Article. No person shall hold more than one membership in the Association or be a member of both classes at the same time.
Any natural person who is interested in promoting aviation is eligible to be a member. Waivers of qualification may be granted by the Board of Directors at its discretion.
Any person, eligible for membership under Section 2 of this Article, shall be admitted to voting membership only on the approval of the Board of Directors, or a Membership Committee duly authorized to admit voting members, and, for admission to voting membership, upon application submitted by such person in such form and manner as shall be prescribed by the Board of Directors and on payment of the first annual dues as specified in Section 5 of this Article.
There shall be no fee for making application for membership in the organization.
The annual dues payable to the organization by voting members shall be in such amounts as shall be determined by resolution of the Board of Directors. Dues shall be payable for the first year on admission to membership and annually thereafter at such time or times as may be fixed by the Board of Directors. A voting member, on learning of the amount of dues determined by the Board of Directors, may avoid liability for the dues by promptly resigning his membership. Honorary members are not liable for annual dues.
There shall be no limit on the number of members the Association may admit.
Neither the membership in the organization nor any rights in the membership may be transferred or assigned for value or otherwise.
The organization shall keep a record of the name and address of each member. The record shall also contain the fact of termination and the date on which such membership ceased. The record shall be kept by the Secretary or another appropriate Officer. The record of names and addresses of the members of this organization shall constitute the membership list of this Association and shall not be used, in whole or in part, by any person for any purpose not reasonably related to a member's interest as a member.
A member of the Association shall not, solely because of such membership, be personally liable for the debts, obligations, or liabilities of the Association.
Honorary membership and all rights of honorary membership may be terminated by resolution of the Board of Directors.
Honorary members shall receive all notices, newsletters, and Association reports normally provided to voting members and may attend all regular and special meetings of members and may be heard thereat. Honorary members have no other rights or privileges.
Meetings of members shall be held at the principal office of the Association or at such location as may be designated from time to time by the Board of Directors.
The members shall meet annually at a date, time, and place set by the Board of Directors for the purpose of transacting such proper business as may come before the meeting, including the election of Directors and Officers. If the election of Directors and Officers shall not occur at such meeting of the members, the Board shall cause the election of Directors and Officers to be held at a special meeting of members called and held as soon as is reasonably possible after the adjournment of the regular meeting of the members. Other regular meetings may be called from time to time on a date, time and at a place to be decided by the Board of Directors or President of the Association. Members shall be notified as in Section 4 of this Article.
Special meetings of the members may be called by the Board of Directors or the President of the Association and held at such place as is fixed by Section I of this Article. Ten percent or more of the voting members of the Association may call special meetings for any lawful purpose, including removal of Directors and Officers.
Written notice of the annual meeting of members shall be either personally delivered or mailed by United States mail, postage prepaid, not less than ten business days before the date of the meeting to each member who on the record date for notice of the meeting is entitled to vote thereat. At the discretion of the Board of Directors, additional, written notice of regular meetings other than the annual meeting may be either personally delivered or mailed by United States mail, postage prepaid, not less than ten business days before the date of the meeting to each member who on the record date for notice of the meeting is entitled to vote thereat.
In the event the notice is given by mail or other means of written communication, it shall be addressed to the member at the address of record of such member appearing on the books of the Association or at the address given by the member to the Association for the purpose of notice. Where no such address appears or is given, notice shall be given at the principal office of the Association.
If a special meeting is called by members as authorized by Section 3 of this Article the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail to the President, Vice-President, or Secretary of the Association. The officer receiving the request shall promptly cause written notice to be given to the members that such a meeting shall be held, stating the date of the meeting. The date for such meeting shall be fixed by the Board of Directors and shall be not less than twenty or more than forty days after receipt of the request for the meeting by the officer. If the notice is not given within fifteen days after receipt of the request, persons calling the meeting may give notice themselves.
The notice shall state the place, date, and time of the meeting. The notice of any meeting at which Directors or Officers are to be elected shall include the names of all those who are nominees at the time the notice is given to the members.
Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the Association distributes a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provided that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the Association.
Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4 of this article.
All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors or Officers, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the Association in order to be counted. Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which to total number of votes cast was the same as the number of votes cast by ballot.
Directors and Officers may be elected by written ballot. Such ballots for the election of Directors or Officers shall list the persons nominated at the time the ballots are mailed or delivered.
The Association shall make available to voting members reasonable nomination and election procedures for the election of Directors and Officers by voting members. Such procedures shall be reasonable given the nature, size, and operations of the Association.
The Association shall have not less than three nor more than twenty Directors, one of which shall be the President and one of which shall be Chairman of the Board. The Directors shall be collectively known as the Board of Directors. The exact number of Directors shall be fixed from time to time by resolution of the Board of Directors within the limits specified herein. The Chairman of the Board of Directors shall act as the Association's chief operating officer.
The Directors of the Association shall be residents of the State of _______________ and continuous dues paying members of the Association for a minimum period of _____ years prior to their election to Director.
Each Director shall hold office for a term of two years or until the annual meeting of the members as prescribed by Article III Section 2 of these Bylaws which falls at least 24 months after his/her election to office, and until such Director's successor is elected and qualifies under Section 2 of this Article. In the event a Director resigns or is removed at a special meeting of the members as prescribed in Article III Section 3 of these Bylaws, such Director shall hold office until his successor is elected and qualifies.
Any person qualified to be a Director under Section 2 of this article may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.
The Directors shall be elected by the voting members at each annual meeting of the members as prescribed in Article III Section 2 of these Bylaws. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors shall be eligible for reelection without limitation on the number of terms they may serve, provided that they continue to meet the qualifications required by Section 2 of this Article.
It is the responsibility of the Board of Directors to formulate and adopt policy for the Association with the approval of the membership. This policy is adopted at each regular meeting as prescribed in Article III Section 2 of these Bylaws or at such special meetings as are called by the Board. This policy involves general direction and activity of the Association. The Chairman shall assist the Officers in carrying out the policy established in this section. The Board shall be required to authorize the expenditure of any funds not budgeted, and may at its discretion select an auditor to conduct an audit of the organization's books.
The Officers of the Association shall be President, Vice-President, Secretary, Treasurer, and such other officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments. An officer of the Association may hold only one office at a time.
The Officers of the Association shall be residents of the State of and shall also be voting members of the Association.
The Officers shall be elected by the voting members at each annual meeting of the members as prescribed in Article III Section 2 of these Bylaws. Any Officer may resign at any time on written notice to the Association without prejudice to the rights, if any, of the Association under any contract to which the officer is a party.
The Association shall keep adequate and correct records of account and minutes of the proceedings of its members, Board, and committees of the Board. The Association shall also keep a record of its members, giving their names and addresses. The minutes shall be kept in either written form or in any other form capable of being converted to written form.
The Board shall cause an annual report to be made available at a regular meeting or, at its option, sent to the members not later than 120 days after the close of the Association's calendar or fiscal year. The report shall summarize the principal activities of the Association and shall include the certificate of the Treasurer that such statements were prepared without audit from the books and records of the Association.
Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, or all debts and liabilities of this Corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
CERTIFICATE OF SECRETARY
of the ________________________ (name of organization), A ______________ (state) Nonprofit Corporation.
I hereby certify that I am the duly elected and acting Secretary of the ____________________ (name of organization) and that the foregoing Bylaws, comprising _____ pages, constitutes the Bylaws of this Association as duly adopted at a meeting of members thereof held on the ____ day of _____________ 19__.
Dates ________________ Secretary __________________________
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