THE EXPERIMENTAL AIRCRAFT ASSN NATIONAL CAPITAL CHAPTER 186, INC. BY-LAWS
Revised and Approved January 30, 2003
Last update: 7 May 05
ARTICLE I -- NAME The name of this organization is the "National Capital
Chapter 186, Inc. Experimental Aircraft Association" hereinafter known as the Chapter.
ARTICLE II -- LOCATION OF OFFICE The office for the transaction of
business for the Chapter shall be located in Manassas, Virginia.
ARTICLE III -- PURPOSE The purpose of this non-profit, educational organization is to:
a. Promote the construction and operation of amateur built aircraft for educational purposes.
b. Promote and encourage the sport and hobby of recreational aviation and support the activities of the Experimental Aircraft Association (EAA).
c. Promote and encourage grass roots efforts relating to aviation research and development. d. Encourage and engage in research for the improvement and better understanding of aviation and the science of aeronautics.
e. Foster, promote and engage in aviation education at all age and knowledge levels. f. Cooperate with and assist government agencies in the development of programs relating to aviation activities.
ARTICLE IV -- MEMBERSHIP SECTION I. Eligibility for Membership a. Any person who is of good moral character and a member of the EAA is eligible for Chapter membership.
b. Any eligible person desiring to become a member shall submit an application for membership including payment of appropriate dues and initial fees.
c. A Family Member shall be any person who is the spouse or child (17 years old or under) of any member of this Chapter who has joined the Chapter by paying Family Membership dues. Spouses of family members shall have the right to vote and hold office only if they are also an EAA member.
d. An Honorary Member shall be any person appointed by the Chapter Board of Directors and reported to the Chapter members.
SECTION II. Classification of Membership Voting members shall be Chapter members in good standing as demonstrated by their current membership and their being 18 years old or older. Honorary Members shall not be entitled to vote or hold Chapter office.
SECTION III. Duration of Membership a. Duration of membership shall be dependent upon continued fulfillment of those requirements that qualified the individual for original membership.
b. Duration of Honorary Membership shall be for one year following such appointment by the Board of Directors. Renewal of each Honorary Membership shall require the same action as for original selection.
c. The membership period runs from January 1st through December 31st.
SECTION IV. Expulsion of Members a. Any member deemed undesirable by acts, statements, or deeds that are considered to jeopardize this organization, may be expelled from membership at any published meeting by a three-fourths vote of members present at such meeting. Specific charges shall be sent in writing to the subject member at least five days prior to the published meeting. Such member shall have the right to defend himself/herself in writing, addressed to the Chapter President, or in person at the meeting at which the vote is taken.
b. Membership may be terminated as a result of non-payment of dues for period of one calendar month after the start of a new membership period. Reinstatement of membership will be made upon payment of delinquent dues.
c. A member may resign at any time upon written notice to the Secretary. Said member is obligated to pay dues to the date of resignation. No refund of dues paid previously and for the remainder of the dues period will be made.
ARTICLE V -- DUES, FEES AND ASSESSMENTS SECTION I. Dues and Fees a. The Board of Directors shall recommend the annual dues rate to the membership. Rates shall be approved by majority vote of the members present at a regular,scheduled meeting.
b. The Board of Directors may recommend a one-time initiation fee. Such fee shall be approved by majority vote of members present at a regular, scheduled meeting.
c. Members joining at a time other than the beginning of the established dues year will be assessed a prorated amount based on the number of quarters remaining in the current membership period and the current quarter.
d. Honorary members shall not be subject to Chapter dues.
SECTION II. Assessments A general assessment may be recommended by the Board of Directors to the membership to cover specified Chapter financial obligations. Such Special assessment requires an affirmative vote by three-quarters or more of the members present at a regular, scheduled meeting at which a quorum is present.
SECTION III. Dues Payment a. Dues to renew a membership shall be paid in advance to the Chapter Treasurer by December 31st of each year.
b. Dues for new members shall be paid at the time they submit the application for membership.
c. Fees shall be paid to the Chapter Treasurer when invoked.
d. Assessments shall be paid in the manner and by the date established in the notification to pay.
ARTICLE VI -- OFFICERS SECTION I. Executive Officers a. The Executive Officers of this Chapter shall be a President, Vice-President, Secretary and Treasurer.
b. They shall be members of the Chapter in good standing.
c. The Executive Officers shall normally be elected at the regularly scheduled October meeting and shall be installed at the December meeting following their election for a one-year term of office running from January 1st to December 31st.
e. The Treasurer may be bonded by an amount to be specified by the Chapter. The Chapter shall pay the bond premium.
SECTION II. The President a. The President shall be the Chief Executive Officer of the Chapter and of the Board of Directors.
b. The President shall preside at all Chapter meetings, enforce observance of the By-Laws, consider all motions made, call special meetings as needed, appoint all committees and appoint all committee heads, initiate an annual financial audit, and perform such other duties as the office may require.
c. The President may call any special meeting of the members 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.
d. The President shall execute, with the Secretary, all contracts and instruments which have first been approved by the Board of Directors.
e. The President may execute checks for expenditures authorized by the Board of Directors in the absence or disability of the Treasurer.
SECTION III. The Vice-President a. The Vice-President shall be vested with all the powers and shall perform all the duties of the President in case of the absence, disability or inability of the President to perform the duties of the office. Disability shall be determined by a majority vote ofthe remaining Board members.
b. The Vice-President shall also perform such duties connected with the operation of the Chapter as may be directed the President or the Board of Directors.
SECTION IV. The Secretary a. The Secretary shall record and publish minutes of all meetings of the Chapter and the Board of Directors.
b. The Secretary shall attend to the serving of notices for all meetings of the Chapter and those of the Board of Directors.
c. The Secretary shall maintain the Chapter Articles of Incorporation, By-Laws, a current listing of Chapter members, and such other books,records and papers as the Board of Directors may specify.
d. The Secretary shall execute, with the President in the name of the Chapter, all contracts and instruments which have first been approved by the Board of Directors.
e. The Secretary shall perform other duties incident to this office as may be directed by the President and Board of Directors.
SECTION V. The Treasurer a. The Treasurer, or if the Treasurer is absent or incapacitated the President or Vice-President, shall execute, in the name of the Chapter, all checks for the expenditures authorized by the Board of Directors.
b. The Treasurer shall receive and deposit all Chapter funds in a Chapter account in a bank selected by the Board of Directors. Chapter financial obligations shall be paid only by check.
c. The Treasurer shall also maintain written accounts of all money received, disbursed and the current balance of funds on hand.
d. The Treasurer shall develop along with the other Directors an annual Chapter budget. Income and expenses shall be tracked according to the budget.
e. The Treasurer shall report the state of the treasury at the Business Meetings and the General Membership Meetings. An annual audit will be performed.
f. The Treasurer shall prepare or oversee the preparation and submission of all Federal, State, and Local tax documents.
g. The Treasurer shall be the registered representative to the State Corporation Commission.
h. The Treasurer shall perform other duties incident to this office as may be directed by, or subject to the control of the President and the Board of Directors.
ARTICLE VII -- BOARD OF DIRECTORS a. The powers, business, and the property of the Chapter shall be exercised, conducted, and controlled by a Board of Directors of not less than seven members.
b. The Board of Directors shall be determined as follows:
(l) The Specified Board Members are the current Executive Officers and the immediate past President.
(2) Additional Directors as elected by the majority vote of the Specified Board Members.
(3) The President, subject to the majority approval of the Specified and Additional Board Members, may appoint other Directors, not more than four in number.
(4) All Directors shall be members of the Chapter in good standing. c. The President shall preside over the Board of Directors as its Chairperson.
d. If a Board vacancy occurs, the President may appoint a replacement, subject to majority approval of the Board of Directors.
e. The term of service for Members of the Board of Directors shall be one year, from January 1st through December 31st, coinciding with the membership period.
f. Meetings of the Board of Directors shall be called at any time on order of the President or on the order of the majority of Board members.
g. Notice of special meetings of the Board of Directors shall be mailed or personally given to the Directors at least 48 hours prior to the designated meeting time. The time and general purpose of the meeting shall be stated in the notice. If all Directors are present at a meeting, any business may be transacted without previous notice.
h. A majority of the Directors shall constitute a quorum of the Board at all meetings and the affirmative vote of the majority present shall be necessary to pass any resolution or authorize any act of the Chapter.
i. In the event the president cannot preside at a meeting of the Board, an elected officer can conduct the meeting using an order of ascension of the Vice President, the Secretary, and then the Treasurer. In the event that none of the elected officers can preside as set forth, the president may designate one of the appointed members of the Board of Directors to preside at the meeting.
j. The Secretary shall maintain a record of all Board actions.
k. Each member of the Board shall serve as a Director without compensation.
l. 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 Chapter property and to do and perform, or cause to be done and performed, any and every act which the Chapter may lawfully do and perform.
m. The Board of Directors shall approve and publish an annual budget and manage the assets of the Chapter.
n. The Members at a scheduled meeting shall determine by majority vote all (1) financial obligations that exceed one year in duration, (2) expenditures of liquid assets exceeding $5,000, or (3) expenditures which would fully deplete the liquid assets of the Chapter.
ARTICLE VIII -- MEETINGS OF MEMBERS a. All meetings of the members, except as otherwise provided herein, shall be held at a place to be determined by the President.
b. General membership meetings will be held monthly, usually on the last Thursday of the month, or as otherwise prescribed by the Board of Directors.
c. Business meetings will be held months, usually on the first Wednesday of the month, or as prescribed by the Board of Directors.
d. Notice of the annual meeting of the members shall be given by notice published in the monthly Chapter Newsletter before such meeting. Normally, the annual meeting of the Chapter will be the meeting at which elections take place.
e. Special meetings of the members may be held at such time and place as specified by the President and the majority of the Directors. Notice of special meetings of members, stating the time, location and general purpose thereof, shall be given in a manner similar to the notice for regular meetings.
f. At any meeting of the members, a quorum shall consist of at least twenty percent (20%) of the members who are in good standing, represented either in person or by proxy .
g. The President, Vice-President, or, in the absence of both, a Chairperson elected by the members present, shall call the meeting of the members to order and shall act as the presiding officer.
h. At every meeting of the members, each voting member shall have only one vote. Absent members shall have the right to vote by proxy. Any Chapter member may act as the proxy for another member if so designated in writing or by a means the Board of Directors has deemed to be acceptable. i. A majority of the members present or represented by proxy is necessary for the adoption of any resolution, unless specified otherwise herein.
j. All meetings will be open and may be attended by any member of the Chapter.
ARTICLE IX -- VACANCIES If the office of President, Vice-President, Secretary, or Treasurer becomes vacant for any reason, the Board of Directors shall elect a successor who shall hold the office for the remainder of the term.
ARTICLE X -- ELECTIONS a. A Nominating Committee consisting of not less than three Chapter members at large will be normally be formed by no later than the August Business Meeting. The President shall appoint the Chairperson of the Nominating Committee. The Chairperson shall select the remaining committee members, subject to approval by the Board of Directors.
b. The normal election process will be:
1. Nominations by the Nominating Committee for Chapter officers will be published not later than the October Chapter newsletter prior to the October General Chapter meeting.
2. Nominations from the floor will be accepted at the regular September and October Chapter meetings.
3. Elections of officers will be held at the regular October General Chapter meeting.
4. Election results shall be published in the November Chapter newsletter.
c. Nominees for Chapter offices must be Chapter Members in good standing.
d. Election to office requires a majority vote of members present and votes presented at the time of the elections by proxy from members in good standing.
e. The normal election timeline described in Article X paragraph b. above may be adjusted only by the unanimous approval of the Board of Directors. In no case shall elections be postponed longer than thirty-one (31) days.
ARTICLE XI -- COMMITTEES SECTION I. Standing Committees Standing Committees shall be formed for a one year period, from January 1st through December 31st. The Preseident shall appoint each Standing Committee Chair. Each Chair shall select committee membership from Chapter members in good standing, subject to the approval by the Board ofDirectors. Each Chair may form subcommittees as needed.
SECTION II. Ad Hoc Committees Ad Hoc Committees shall be formed for a specific purpose or function. The term of the Committee shall expire upon completion of the purpose or function or at the discretion ofthe President. The President shall appoint each ad hoc Committee Chair. Each Chair shall select committee membership from Chapter members in good standing subject to approval by the Board of Directors. Each Chair may form subcommittees as needed.
ARTICLE XII -- CHAPTER PROPERTY a. Chapter property shall be protected against damage, loss, theft, abuse or misuse. Chapter members shall be financially accountable for Chapter property in their use, care, or custody.
b. Use of Chapter property is at the Chapter member's own risk. Unsafe Chapter property or equipment shall be immediately reported to any Chapter Executive Officer.
c. A listing of Chapter property or equipment shall be maintained by the Treasurer. Accountability for Chapter equipment may be delegated by the Treasurer, subject to Board approval.
d. An audit of Chapter property shall be conducted annually.
e. The Treasurer will provide a receipt for any property or equipment donated to the Chapter for general use of the members. A copy of the receipt shall be maintained in the Chapter records.
ARTICLE XIII -- AMENDENTS a. The Chapter By-Laws shall be amended only by a majority vote of the members present at a duly called meeting at which a quorum is present. Proposed amendments to the By-Laws shall be provided to each Chapter member at least seven (7) days prior to the meeting. The members' addresses of record shall be used for the distribution. The proposed amendments shall be accompanied by a notice presenting: 1) the purpose of the amendment(s); 2) the time, date, and meeting location; and 3) voting instructions.
b. The Articles on Incorporation shall be amended in the smae manner as the By-Laws.
ARTICLE XIV -- COMMUNICATIONS The official, and primary medium for written Chapter communication to the members and the Board of Directors will be the published monthly Chapter newsletter. Other letters, papers, notices, or document mays be issued from time to time, as needed, by the Executive officers and Board members to supplement the Chapter Newsletter.
ARTICLE XV -- CHAPTER DISSOLUTION Should the Chapter become inactive or disband, all Chapter records, certificates of incorporation, and Charter are to be sent to EAA Headquarters for safekeeping. Dissolution of the Chapter Corporation shall be in accordance with the laws of the State of Virginia. After settlement of all remaining Chapter financial obligations, the assets of the Chapter will be distributed for one or more exempt purposes within the meaning of Section 501c(3)of the Internal Revenue Code, or corresponding section of any future Federal tax code through the EAA Aviation Foundation, a non-profit corporation under the United States Government's Internal Revenue Service Regulations and Wisconsin State law.