ARTICLE I – NAME
The name of the corporation shall be the Larame Flying Club, Inc.
ARTICLE II – PURPOSE
The corporation shall be a non-profit, non-stock, educational and recreational organization whose purpose is, in addition to those set forth in the Articles, to provide aircraft at reasonable rates to its members and to promote flying safety.
ARTICLE III – OFFICES
The principal office of the corporation shall be located in the city of Laramie, county of Albany, state of Wyoming. The corporation may have such other offices as the Board of Directors may determine or as the affairs of the corporation shall require from time to time. The corporation shall maintain at all times a registered office in the State of Wyoming as required by the Wyoming Non-Profit Corporation Act, such office to be maintained for the service of process on the corporation or for any other purpose as designated by the Secretary of the State of Wyoming. The registered office may be, but need not be, identical with the principal office and the address of the registered office may be changed by direction of the Board of Directors.
ARTICLE IV – MEMBERS
Section 1. A member shall have the right to participate in any function of the corporation including the rental of the corporate aircraft, and to attend the member meetings and participate therein unless those privileges are restricted in accordance with these by-laws.
Section 2. In General. A person shall be deemed a member of the corporation upon receipt of a membership agreement made by the prospective member, the remittance of initiation fees to the Treasurer by the prospective member, and the acceptance of his/her application by any one member of the Board of Directors. Initiation fees may be waived by the Board of Directors. An active member who fails to pay dues for three months or who fails to pay 25% earnest money toward the balance of their accounts or who submits a resignation in writing to a member of the Board of Directors shall be dropped from the rolls. Interest will be charged at a rate of 2% per month on balances not paid by the end of the month in which they are billed. The membership agreement, once signed, shall be deemed to incorporate the provisions of these By-laws. No former member shall be relieved of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid, for any reason.
Section 3. Suspended Members. The Board of directors may, by a unanimous vote, grant a Suspended Membership. Circumstances for a Suspended Membership shall be determined on a case-by-case basis and include such situations as military deployment and others deemed appropriate by the Board of Directors. The board will consider aircraft availability and benefit the club when making a decision. Members must be in good standing and request suspended status in writing a minimum of 30 days prior to status change. While suspended, the member will not be charged dues. Suspended members do not have voting rights and may not use corporate aircraft. If a suspended member wishes to become active again, that member must submit a written request to a member of the Board of Directors.
Section 4. Voting Rights. Each active member shall be entitled to one vote on each matter submitted to a vote of the members.
Section 5. Termination for Cause. The Board of Directors, by majority vote of the members of the Board of Directors, may expel a member for cause. The President shall notify the expelled member of the Board of Directors’ decision and reasons for that decision. The member may appeal the action to the members at the next scheduled member meeting following notification. At that meeting of members, the affirmative vote of two-thirds (2/3) of the members present shall be required to reverse the action of the Board of Directors in this matter.
Section 6. Reinstatement. Any member dropped from the rolls by reason of nonpayment may be reinstated upon payment of the initiation fees including any required purchase of flight time and the approval of the Board of Directors.
Section 7. Non-availability of Aircraft. If, for any reason beyond the control of the Club management, Club aircraft should be non-available, dues will continue to be charged.
ARTICLE V – OPERATION OF CORPORATE AIRCRAFT
Section 1. Definition. A corporate aircraft shall be any aircraft owned, being purchased, or leased by the corporation for the benefit of its members.
Section 2. Persons Authorized to Fly. Only members of the corporation shall be authorized to act as Pilot in Command of any corporate aircraft. Any member who rents the corporate aircraft in his own name and allows a non-member to fly the corporate aircraft shall be subject to discipline or expulsion by the Board of Directors. All members have the authority and responsibility to report any violations under this section to the Board of Directors and/or civil authorities for possible prosecution for theft of the corporate aircraft.
Section 3. Scheduling. Scheduling of corporate aircraft will be done on a first-come, first-serve basis. When reserving corporate aircraft for periods of greater than twenty-four hours, the reserving member may be charged up to three hours per twenty-four hours of scheduled time, or the cumulative duration of flight, whichever is greater at the discretion of the Board of Directors. Members are restricted from reserving the corporate aircraft over a weekend (Saturday AM – Sunday PM) more that twice a year between April 1 and August 31 without prior approval of the Board of Directors.
Section 4. Currency. Members are required to be current according to Federal Aviation Regulations in order to act as Pilot in Command of any corporate aircraft. If a member does not meet FAA currency requirements, that member is required to receive flight instruction from an authorized corporate instructor before that member may act as Pilot in Command of a corporate aircraft for which they are not current. If a member meets FAA currency requirements because of experience in non-corporate aircraft, that member can bypass the required checkout by submitting to the Board of Directors or Manager a photo copy of the members logbook showing currency in the Category and Class required.
Section 5. In General. There shall be a set of general rules for the operation of the corporation’s aircraft. There shall also be a set of specific rules for each aircraft. The Board of Directors shall be responsible for the formulation of these rules.
ARTICLE VI – MEETINGS OF THE MEMBERS
Section 1. Annual Meeting. An annual meeting of the membership shall be held on the second Thursday of February of each year, beginning with the year 1985, at the hour of 7:00 P.M., for the purpose of electing Directors and for the transaction of such other business as may come before such meeting. If the day fixed for the meeting shall be a legal holiday, such meeting shall be held the following Thursday or such other date as designated by the Board of Directors.
Section 2. Monthly Meetings. Monthly meetings of the members may be held at a time and place designated by the President for the transaction of such business as may come before the membership. If the day for a monthly meeting should fall on a legal holiday, the President shall call the meeting for the earliest possible date subsequent. The monthly meeting may be waived by the President if deemed necessary to do so.
Section 3. Special Meetings. Special meetings of the members may be called by the Board of Directors, or one-third of the members having voting rights by petition to the Board of Directors. The special meetings will be held at such times and places as designated by the person or persons calling such meetings.
Section 4. Notice of Meetings. Written or electronic notices giving the place, day, and hour of the annual meeting shall be sent or delivered by the Secretary at least five days before such meeting. In case of a special meeting, the person or persons calling such meeting shall, in addition to stating the place, date, and time of such meeting shall, state the purpose or purposes for which such special meeting is called in a notice mailed or delivered by such person or persons at least ten days before such meeting.
Section 5. Quorum. A quorum for any action, except election or removal of Directors, shall consist or two-thirds of the members present and must include at least one member of the Board of Directors. For election or removal of Directors, a quorum shall consist of fifty-one percent of the members.
Section 6. Voting Requirements for Membership Action. Except for dissolution, and amendment of the Article of Incorporation, a majority affirmative vote of the quorum shall constitute an action by the membership. For dissolution, and amendment of the Articles of Incorporation, an affirmative vote of 51% of the members shall be required before any action shall be considered a valid action of the membership.
Section 7. Proxies. At any meeting of the members, a member entitled to vote may vote by proxy. To vote by proxy, said member must submit a written, signed statement or email to another voting member with said statement naming voting preference(s). The proxy shall be valid for only on designated meeting.
Section 8. In General. The President, or in absence of the President, another member of the Board of Directors, shall call the meetings to order and shall act as presiding officer thereof. A written contract between two or more members of the corporation concerning the manner in which the parties shall vote on any matter requiring member action shall be invalid and unenforceable. Members of the corporation may not create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their interests; provided that nothing under this section shall prevent voting by proxy.
ARTICLE VII – MANAGEMENT
Section 1. General Powers. The affairs of the corporation shall be managed by the Board of Directors.
Section 2. Member, Tenure, and Qualifications. The number of Directors shall be three. Each Director shall hold office until the next annual meeting of the members and until a successor shall have been elected and assumed office. A Director need not be a resident of the State of Wyoming, but must be a member of the corporation.
Section 3. Special Meetings. Special meetings of the Board of Directors may be called by any Director. The person or persons authorized to call a special meeting may fix the time and place and date of such meeting. Attendance of all the Directors at such meeting shall constitute a waiver of any notice required for the lawful calling of such meeting.
Section 4. Manner of Acting. The act of a majority of the directors present at a meeting at which there is a quorum present shall be the act of the Board of Directors.
Section 5. Informal Action by Directors. Any action required by law or these By-Laws to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the Directors.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors for any reason shall be filled by a new Director appointed by the remaining Directors and ratified by the membership. The Director appointed to fill a vacancy shall serve the unexpired term of his/her predecessor. If for any reason all three (3) Directors vacate before the end of their terms without appointing successors, the membership shall elect new Directors.
Section 7. Compensation. The Board of Directors’ standard monthly dues are waived.
Section 8. Election and Removal. An election for Directors, who shall be elected President, Treasurer, and Secretary respectively, shall be held at the annual membership meeting the second Thursday of February of each year. An affirmative vote of the active majority of the required quorum shall be sufficient to elect Directors. A motion for removal of a Director may be made by any member at any official member meeting. When such motion is made, it shall be tabled until the next scheduled member meeting. At such next meeting fifty-one percent of the active members shall be required before any action on the removal motion can be made. If the required number of members are present, a majority vote shall be required for the removal and ratification of a successor. Any removed Director shall remain as a member in good standing in the corporation.
ARTICLE VIII – BOARD OF DIRECTORS
Section 1. Officers. The officers of the corporation shall be the Board of Directors of the corporation: President, Secretary, and Treasurer. The Board of Directors may appoint such other officers or assistants as it shall deem necessary and each officer or assistant as appointed shall have such authority and duties as prescribed by the Board of Directors. The Board of Directors, if it wishes, may also hire, by unanimous approval, a Manager to perform duties described in Section 7 of this article. The Manager may or may not be a club member; however, the Manager cannot be a member of the Board of Directors.
Section 2 Removal. Any officer assistant or Manager elected, appointed, or hired by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.
Section 3. Vacancies. A vacancy in any office, including Manager, because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4. President. The President shall be the Chief Executive Officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. He/she shall preside over the meetings of the members. He/she may call special meetings of the members. He/she shall sign, with the Secretary and Treasurer, any contracts or other instruments which the Board of Directors of these By-Laws have authorized to be executed. In general, he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.
Section 5. Secretary. The Secretary shall keep the minutes of the meetings of the members. He/she shall see that all notices are duly given in accordance with the provisions in these By-Laws or as required by law. The Secretary shall, with the help of the Treasurer, shall submit to the Secretary of State of Wyoming an Annual Report after the annual meeting of members in February of each year. The Secretary shall be custodian of all corporate records. The Secretary shall sign, with the President and Treasurer, any contracts and instruments which the Board of Directors or these By-Laws have authorized to be executed. The Secretary shall keep a membership register showing the name of all members, their address, email address, and phone number. All notices to the members shall be posted within seven days after their origination. The Secretary shall perform such other duties as may be assigned by the President or by the Board of Directors.
Section 6. Treasurer. The Treasurer shall be responsible for the financial records of the corporation and shall have custody of and be responsible for all funds and securities of the corporation. He/she shall receive and give receipts for monies due and payable to the corporation from all sources, and deposit such funds in the name of the corporation in such banks or depositories as shall be selected by the Board of Directors. The Treasurer shall sign, with the President and Secretary, any contracts or other instruments which the Board of Directors or these By-Laws have authorized to be executed. The Treasurer is authorized to execute in the name of the corporation all checks and drafts for the payment of corporate obligations or for such other purpose as may be directed by the President. Specific duties of the Treasurer include but are not limited to:
A. Collection, calculation, and posting of the billing data from the aircraft on a monthly basis.
B. Closing of all accounts on the last day of each month.
C. Sending statements of amounts due by the 10th day of each month to all members or others who have money due and owing to the corporation.
D. Supervising of all collection operations and making periodic reports to the Board of Directors of any actions taken if required to do so.
In general, the Treasurer shall perform all duties incident to the office of Treasurer and other duties as may be assigned by the President or by the Board of Directors. When a Manager is hired by the Board of Directors the above duties (A-D) may be transferred to the Manager. However, the Treasurer shall be the final authority on all financial matters and will be responsible for checking the Manager’s work.
Section 7. Manager. The Manager shall be in charge of all phases of operation connected with the use of corporate aircraft and equipment regardless of its location. He/she has the authority to establish operating and safety standards for the corporation and in general, supervise the utilization of corporate equipment. He/she specifically has the authority to ground corporate aircraft or members for any reason which in his/her judgment serves the best interests of the corporation. His/her decision may be overruled by the Board of Directors upon proper appeal made by the member in accordance with the procedures state below. The Manager shall be responsible for seeing that the corporate aircraft or equipment is maintained in proper operating condition. He/she will insure that proper maintenance, repair, or inspection of the corporate aircraft will be performed by a certified mechanic. The Manager shall maintain a file consisting of each member’s name, pilot rating, certificate number, and corporate flying status. The file shall be turned over to each succeeding Manager. The Manager shall maintain a register, at the home airport of corporation, listing persons authorized to fly corporate aircraft, such register to be kept current. The Manager shall be responsible for keeping a register listing an inventory of all corporate aircraft and equipment. The Manager may also do any other work assigned by the Board of Directors, i.e., bookkeeping, advertising, etc. The Manager, when performing treasury duties, will be checked on by the Treasurer to insure that there are no discrepancies. The Manger may sign checks, drafts, deposits, or other documents binding the corporation. The Manager can charge on account up to $100 for the benefit and operation of the corporation. Also, the Manager may authorize necessary maintenance on Club aircraft. The Manager may be released for any reason by the Board of Directors after two weeks notice without penalty to the Club or Manager. Also, the Manager may resign after two weeks notice to the Board of Directors without penalty to the Manager.
Section 8. Compensation. The Board of Directors’ standard monthly dues are waived. The Manager shall be paid salary, wages, or other suitable remuneration as determined by the Board of Directors. These wages may be changed at any time by full consent of the entire Board of Directors.
Section 9. Checks. Checks drawn on the funds of the corporation shall be signed by the President, Secretary, Treasurer, or Manager.
ARTICLE IX – CONTRACTS AND LIABILITIES
Contracts and liabilities may be executed in the name of the corporation by the President, Secretary, and Treasurer jointly. Such contracts must be signed by the President, Secretary, and Treasurer to bind the corporation thereto. In the event all three signatures are not affixed to the contract, those who have signed the contract shall be personally liable thereon. The provisions of this Article do not apply where the amount involved is $1000 or less. Each member of the Board of Directors or the Manager may bind the corporation on contracts or charge accounts of $1000 or less.
ARTICLE X – ACCIDENT INVESTIGATION TEAM
The Board of Directors shall appoint an accident investigation team after the occurrence of any accident involving any corporate aircraft or equipment. The Team shall investigate any accident with the help of the proper authorities for the purpose of ascertaining the facts, conditions, and circumstances surrounding the accident and shall arrive at conclusions regarding the probable cause and responsibility of each accident. The Team shall then submit a written report to the Board of Directors of the corporation. The President of the Board of Directors, upon receipt of the report, shall offer to all the parties involved in the accident or any violation of corporate rules the opportunity of a hearing before the Board of Directors. After the hearing, or if such hearing is waived by all the parties, the Board of Directors shall decide financial responsibility. If the cause of the accident is mechanical, the corporation shall pay any deductible on the insurance. If the accident is caused by pilot error, the pilot shall pay the deductible, or the cost of damages if insurance will not cover the cost. Pilot error shall include all accidents not caused by mechanical failure wherein a violation of the Federal Aviation Regulations or corporate operations and procedures or an error in pilot judgment is shown to be a direct contributing factor to the accident. It will be the responsibility of the corporation to see that the corporate aircraft are insured at all times and that any necessary forms are filed with the insurance company in case of accident.
ARTICLE XI – GENERAL OBLIGATIONS OF MEMBERS
Section 1. Financial. Payment of amounts due shall be made to the Treasurer or Manager either in person or by mail by the last day of the same month in which the statement is received. Monies paid for monthly dues and all initiation fees are not refundable. Should any questions arise concerning the amounts due reported in a statement, it shall be the member’s responsibility to contact the Treasurer or Manager so that a meeting can be arranged between the parties involved. Any decision made by the Treasurer or Manager may be appealed before the Board of Directors. The member shall accept as correct any statement from the Treasurer or Manager unless that member reports the discrepancy to the Treasurer or Manager within two weeks from the date received. Members who do not pay their accounts in full or make other arrangements with the Treasurer or Manager by the last day of each month may, at the discretion of the Treasurer or Manager, be subject to the following action:
a. Suspension of flying privileges with the corporation until payment is made in full. Suspension of flying privileges does not mean an automatic expulsion and the members shall be charged regular dues, even though not flying, unless the member resigns. After a past due account is paid, the member may again have flying privileges; however, the Manager or Treasurer may limit cumulative flying time of the member to any amount. Any decisions made by the Treasurer or Manager in this matter may be appealed before the Board of Directors.
b. The Treasurer or Manager at the recommendation of the Board of Directors may submit any delinquent account to a collection agency or attorney for collection and the member shall be responsible for any and all reasonable or actual collection costs incurred.
c. The corporation aircraft is rented to the member supplied with gas and oil. If any member has to buy gas or oil, he/she should obtain an itemized receipt showing the member’s name, Tail number of the aircraft, date, and amount of purchase for reimbursement. The Treasurer or Manager may, however, refuse to honor each receipt when, in his/her judgment, they are not valid. Any decision of the Treasurer or Manager in this matter may be appealed before the Board of Directors.
d. The hour meter recording made by the members on the log sheets which are kept in the corporate plane, and only those log sheets shall be used as a basis for computing the amount due to the corporation by each member for flying time. Personal logbooks will not be considered by the corporation as valid evidence of time flown in corporate aircraft nor as a basis for computing amounts due to the corporation.
Section 2. Dues. Standard Dues--All members shall pay monthly dues unless otherwise specified in these By-Laws. Members who join the corporation after the 15th of any month shall be obligated for only one half of the current monthly dues. The Board of Directors, with the consent of the membership, may waive payment of dues by any member for any length of time. Club approved Flight Instructors are not required to pay dues. The Board of Directors are not required to pay standard dues.
Section 3.
Section 3. Charges. Only members of the Board of Directors or the Manager shall be authorized to charge in the name of the corporation. Club members are allowed to charge fuel and oil purchased for use in corporate aircraft, from authorized businesses at the aircraft’s home base. Should minor maintenance be required while away from the aircrafts home base, members may obligate the corporation for up to $500. All monies spent or obligated for the benefit of the corporation by a member will be reimbursed to the member by the Treasurer or Manager upon presentation of a proper receipt or invoice. What is considered beneficial to the corporation may be determined by the Treasurer or Manager whose decision may be appealed to the Board of Directors.
a. Navigation charts are NOT considered beneficial to the corporation.
b. Preheating IS considered beneficial ONLY when away from the aircraft’s home base.
Section 4. Instructors. Instructors must be members of the corporation. Instructors must be checked out by the most senior, active corporate flight instructor prior to instructing in any corporate aircraft. Instructors must meet all applicable Federal Aviation Regulations. Instructors work completely independent of the corporation. Any agreements or contracts entered into with an instructor are not binding to the corporation in any way. The corporation is not liable for any action or decision of any instructor.
Section 5. Report of Defects on Corporate Equipment or Planes. Each member shall be alert for any possible defects in corporate equipment or aircraft, which may create hazardous conditions to persons or property and report each defect immediately to the Manager or other Director who will take prompt action to remedy the reported defect. If it is determined by the Board of Directors that any damage to corporate aircraft is the result of pilot negligence, the member causing the damage may be held responsible for the cost of repairs.
Section 6. Teams. All members will participate on a team a minimum of 8 hours each fiscal year. Team Leaders will be nominated by the Board of Directors. Members will volunteer on a team of their choice for one year. Any member not volunteering for a team will be assigned to one by the Board of Directors. Members cannot change teams mid-year. Team Leaders will track the participation of each member on their team and report to the Treasurer at the end of the fiscal year. Members are charged $1 for each percent of the total activities that they did not participate in at the end of the year. The Board of Directors will organize Teams and modify these requirements as deemed necessary.
ARTICLE XII – APPEAL TO THE BOARD
Appeals of all matters to the Board of Directors shall be submitted by written request within two weeks after the member has received notice of an adverse ruling. Such written requests of appeal shall be submitted to the President, who shall, upon receipt of the request, promptly call a meeting of the Board of Directors at such time as is convenient for all parties. Once a date for the meeting has been established, failure of the appealing party to appear at such scheduled meeting or give timely notice for postponement shall have the effect of ratifying the decision. In a meeting where an appeal is heard the required quorum shall be all of the members of the Board of Directors and the majority vote of the required quorum shall be the act of the Board of Directors.
ARTICLE XIII – FISCAL YEAR
The fiscal year of the corporation shall be recommended by the Treasurer and approved by the Board of Directors.
ARTICLE XIV – WAIVER OF NOTICE
Whenever any notice is required to be given by the laws of the State of Wyoming, or the By-Laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.
ARTICLE XV – DISSOLUTION
The corporation may be dissolved by resolution adopted by the affirmative vote of two-thirds of the members at any regular or special meeting called in accordance with the provisions of the By-Laws. In the event the corporation has no members then it may be dissolved by resolution adopted by the Board of Directors. Certified copies of this resolution are to be filed with the Secretary of State of Wyoming and the County Clerk of the County in which the Articles of Incorporation were filed, if any. When the certified copy of this resolution is filed with the Secretary of State of Wyoming as aforesaid, the corporation shall be deemed dissolved and the Directors shall proceed to wind up its affairs, pay all debts legally owing by the corporation and distribute its remaining assets in accordance with the Articles of Incorporation. The corporation may, notwithstanding its dissolution, sue or be sued in its corporate name at any time during the period of two years immediately following the date of dissolution, and no suit begun within such two years shall abate by reason of the expiration of such period.
ARTICLE XVI – SURPLUS
The net savings or surplus remaining after all operating costs and other expenses have been paid shall remain in the corporation’s treasury for the purchase of new equipment, for contingencies, or for such other purposes as may be determined by the Board of Directors. The net savings or surplus, in any event, will not be distributed in any way whatsoever to the members, officers, or directors for their personal use.
ARTICLE XVII – AMENDMENTS
Section 1. By-Laws. The power to amend, repeal, and/or create new By-Laws shall remain in the Board of Directors.
Section 2. Articles of Incorporation. Amendment of the Articles of Incorporation to include any lawful provision or provisions may be made by a resolution adopted by the affirmative vote of two-thirds of the members present at any meeting of members. A certified copy of the resolution shall be filed with the Secretary of the State of Wyoming, and upon such filing the Articles of Incorporation shall be deemed amended as provided in the resolution.
These bylaws last updated June 1, 2007. |
