Article I: Purpose
This corporation shall be organized and operated exclusively for charitable, scientific, literary, religious, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions).
The corporation’s primary purpose shall be to promote and encourage the sport and hobby of recreational aviation, to cooperate with and assist government agencies in the development of programs relating to aviation activities, to promote and encourage aviation safety in the design, construction, and operation of all types of aircraft by both chapter members and members of the public, to encourage and engage in research for the improvement and better understanding of aviation and the science of aeronautics, to foster, promote, and engage in aviation education and the introduction of aviation to members of the public, to promote and encourage grass roots efforts relating to aviation research and development, to foster closer fellowship among its members through the exchange of ideas of mutual interest, and to operate as a local Chapter of the Experimental Aircraft Association, a recognized section 501c(3) organization.
Article II: Members
Section 1. Classes and Voting.
There shall be one class of members of this corporation. The members shall be entitled to elect the Board of Directors, the President, Vice-president, Secretary and Treasurer. The members shall not vote on any other matter unless required by law, or requested by the board of directors. Members may not amend or repeal By-Laws or adopt new ones.
Section 2. Qualifications.
Any person who is a member of the Experimental Aircraft Association and pays their membership dues is eligible for Chapter membership. Dues are due one year after their last payment.
Section 3. Termination of Membership.
Membership may be terminated by the Board of Directors after giving the member at least 15 days written notice by regular mail or e-mail of the termination and the reason for termination, and an opportunity for the member to be heard by the Board, orally or in writing, not less than five days before the effective date of termination. The decision of the Board shall be final and shall not be reviewable by any court. Notice by regular mail or e-mail of the due date of a member’s dues shall be considered notice of termination for non-payment of dues and notice of the reason for termination. A member who fails to pay his or her dues when due shall be terminated from membership without further notice.
Section 4. Meetings.
The regular member meetings shall be held at 7:00 p.m. on the second Thursday of each month unless otherwise specified by the Board of Directors at a place specified by the Board of Directors. The annual meeting of the members shall be held at 7:00 p.m. at Twin Oaks Airpark, Hillsboro, Oregon, on the second Thursday of November. Special meetings shall be held at the call of the Board of Directors, or by the call of at least five percent of the members by a demand signed, dated, and delivered to the corporation’s Secretary. Such demand by the members shall describe the purpose for the meeting.
Section 5. Notice of Meetings.
Notice of all meetings of the members shall be given to each member at the last post office or e-mail address of record by first class or e-mail at least 7 days before the meeting. The notice shall include the date, time, place and purposes of the meeting.
Section 6. Quorum and Voting.
Those votes represented at a meeting of members shall constitute a quorum. A majority of the members present and voting is the act of the members, unless these By-Laws or the law provide differently.
Section 7. Proxy Voting.
Article III: Board of Directors
Section 1. Duties
The affairs of the corporation shall be managed by the Board of Directors.
Section 2. Number and Qualifications.
The number of Directors may vary between a minimum of four and a maximum of fifteen and must be individuals who are members of the chapter and of the Experimental Aircraft Association.
Section 3. Term and Election.
The term of office for Directors shall be one year. A Director may be reelected without limitation on the number of terms she or he may serve. The Board shall be elected by the members at the annual meeting of the members by a majority vote of the members represented and voting. The officers of the corporation shall also be directors. The President, Vice-president, Secretary and Treasurer shall be elected at the annual meeting of the members by a majority vote of the members represented and voting. At the October board meeting or no later than seven days before the annual meeting of the members in November, the Board of Directors shall nominate a slate of not more than twelve directors to be voted upon at the annual meeting of the members. Of those twelve nominees, four shall be nominated for the officer positions of President, Vice-president, Secretary and Treasurer. Up until and during the annual meeting of the members in November, members may nominate alternative officers, and alternative and additional directors so that up to fifteen directors may be elected. All nominees must accept the nomination at or before the annual meeting of members. A member may volunteer to run for director at the annual meeting of members if there are less than fifteen directors nominated.
Section 4. Removal.
Any Director may be removed, with or without cause, at a meeting called for that purpose, by a vote of a majority of the members entitled to vote at an election of Directors.
Section 5. Vacancies.
Vacancies on the Board of Directors and newly created board positions may be filled by a majority vote of the Directors then on the Board of Directors.
Section 6. Quorum and Action.
A quorum at a board meeting shall be a majority of all Directors in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of directors present. Where the law requires a majority vote of directors in office to establish committees that exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, to dissolve, or for other matters, such action is taken by that majority as required by law.
Section 7. Regular Meetings.
Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required. Unless otherwise directed by the Board of Directors, the first regular meeting in January shall be designated the annual planning meeting.
Section 8. Special Meetings.
Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director personally or by telephone, by e-mail, or by mail not less than two days prior to the special meeting.
Section 9. Alternative Meeting Venue.
Any regular or special meeting of the Board of Directors may be conducted through the use of any means of communication, including e-mail, by which either of the following occurs: a) All Directors participating may simultaneously hear or read each other’s communications during the meeting; or b) All communications during the meeting are immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors. If a meeting is conducted under subparagraph a or b above, all participating directors shall be informed that a meeting is taking place at which official business may be transacted, and a director participating in the meeting by this means is deemed to be present in person at the meeting. Such meetings shall be conducted over sufficient period of time to reasonably allow participation, and the notice of the meeting shall allow and request discussion of the action to be taken.
Section 10. No Salary.
Directors shall not receive salaries for their Board services but may be reimbursed for expenses related to Board service.
Section 11. Action by Consent.
Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors. “Writing” includes a communication that is transmitted or received by electronic means. “Signed” includes by an electronic signature.
Article IV: Committees
Section 1. Executive Committee.
The Board of Directors may elect an Executive Committee. The Executive Committee shall have the authority to make on-going decisions between Board meetings and shall have the authority to make financial and budgetary decisions.
Section 2. Other Committees.
The Board of Directors may establish such other committees as it deems necessary and desirable. Such committees may exercise the authority of the Board of Directors or may be advisory committees.
Section 3. Composition of Committees Exercising Board Functions.
Any committee that exercises any authority of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by a majority vote of all Directors in office at that time.
Section 4. Quorum and Action.
A quorum at a Committee meeting exercising Board authority shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Committee members (who must be Directors) present.
Section 5. Limitations on the Powers of Committees.
No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its directors or officers; nor may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets; nor may elect, appoint, or remove directors or fill vacancies on the board or any of its committees; nor may adopt, amend, or repeal the Articles, By-Laws, or any resolution by the Board of Directors.
Article V: Officers
Section 1. Titles and Qualifications.
All officers of the corporation shall also be directors. The officers of the corporation shall include the President, Vice-president, Secretary and Treasurer.
Section 2. Election of Officers.
The President, Vice-president, Secretary and Treasurer shall be elected at the annual meeting of members as provided in Article III, Section 3 above.
Section 3. Vacancy.
A vacancy in the office of President, Vice-president, Secretary and Treasurer shall be filled at the next board meeting or as soon thereafter as reasonably possible by a majority vote of the Directors then on the Board of Directors.
Section 4. President.
The President shall be the chief officer of the corporation and shall act as the Chair of the Board. The President may call any special meeting of the Board of Directors, and shall have, subject to the advice and control of the Directors, general charge of the business of the Chapter. The President or the Secretary shall execute all contracts and instruments which have first been approved by the Directors. In the case of the absence or disability of the Treasurer, the President may execute checks when proper to do so.
Section 5. Vice-president.
The Vice-President shall be vested in the powers and perform the duties of the President in case of the absence, disability or inability for any reason, of the President to perform the duties of that office.
Section 6. Secretary.
The Secretary shall: a) record and publish the minutes of the meetings of the members and board of directors; b) provide notice of all meetings of the Board of Directors and members; c) have the authority, along with the President, to execute all contracts and instruments which have first been approved by the Directors, and; d) authenticate the records of the corporation.
Section 7. Treasurer.
The Treasurer shall: a) keep a full and accurate account of all financial records of the corporation; b) deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors; c) execute checks and disburse funds when proper to do so; and d) make reports as to the financial condition of the corporation to the Board of Directors. Article VI: Corporate Indemnity. This corporation will indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a director or officer of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act (or its corresponding future provisions) with respect to any employee benefit plan of the corporation. No amendment to this Article that limits the corporation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. The corporation shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification – substantially, procedurally, and otherwise.
Article VII: Amendments to By-Laws
These By-Laws may be amended or repealed and new By-Laws adopted by the Board of Directors by a majority vote of Directors present, if a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the By-Laws and shall contain a copy of the proposed amendment.
DATE ADOPTED: October 19, 2006. Randy Lervold, President EAA Chapter 105 Benton Holzwarth, Secretary EAA Chapter 105