Updated: 8/26/2005
EAGLE AIR FLYING CLUB, INC.
CODE OF REGULATIONS (BY-LAWS)
PART A
ARTICLE I - PURPOSE
EAGLE AIR FLYING CLUB, INC., hereinafter referred to as the “Club” or by name, is an Ohio Non-Profit corporation organized for the purpose of providing for the social fellowship of pilots for the Club’s members through the ownership of private aircraft for the members personal, recreational and instructional flying.
ARTICLE II - MEMBERSHIP
(A) MembershipintheClubis a voluntary privilege.The number of members in the Club shall be restricted to no more than twenty members per club airplane Membership in the Club is provisional and may be terminated by the Board of Officers at any time with or without cause.Any member whose membership in the Club is terminated shall, upon return of the aircraft deposit, have no recourse against the Club, any member or any Officer of the Club.
(B) All membership applicants shall provide a completed membership application to the Board of Officers for consideration as a Club Member and shall also provide such other documents as requested consistent with the individual’s airmen certificate, and, pay the aircraft deposit.An applicant shall be granted membership only upon the consent of at least 3 members of the Board of Officers, except in the case of a previous member who is re-applying in which case approval is required by vote by the majority of the board members present at the next meeting of the Board of Officers.
1) All aircraft deposits paid by applicants who are not approved for membership shall have all the deposit submitted with the application returned within 30 days.
2) The General Manager shall maintain a journal of all changes in member status, including new members, members who upgrade their membership as described in Article III, terminate their membership, or change their membership classification.
ARTICLE III - CLASSIFICATION OF MEMBERS
(A) Club membership classifications are as follows:
1. Regular: Regular membership is open to all individuals of good moral character who are responsible and financially able to meet the obligations of the Club, who profess an interest in aviation, and who have the ability to obtain all ratings and certifications sought. Regular members in good standing are entitled to hold office and to vote on all issues brought before the membership of the Club. Regular members are entitled to fly aircraft designated as other than High Performance/Complex as detailed in Appendix A, consistent with their hours, airmen certificate, medical certificate and check status with the Club.The regular aircraft deposit is $500.
2. High Performance/Complex:The High Performance/Complex membership is available to members who meet the requirements of Regular membership and have at least 200 hours total time.High Performance/Complex Membership allows a member to fly aircraft not available to regular members as detailed in Appendix A.Each Club aircraft in the High Performance/Complex class may be subject to experience and other requirements as detailed in Appendix A per insurance requirements or as specified by the Board of Officers. The High Performance/Complex aircraft deposit is $700 ($200 additional from each current member who wishes to use said airplane).
3. Associate: Associate membership is open to all member’s spouses and dependent minor children. Associate members shall be sponsored by a Regular member who shall be responsible for the flying time and payment of the dues of the Associate member.Associate members shall be responsible for one-half (1/2) of the current monthly dues and do not have voting privileges and may not hold office.Associate members do not have to pay the aircraft deposit.
4. Initial Cadre: Initial cadre of club members whose names appear on the membership roster as of July 7, 2003 have paid the initial aircraft deposit of $450. The members have all the rights and responsibilities of Regular Members, and are subject to all the rules and regulations as voted on by the membership. It is the intent of this membership class to give these founding members special recognition for their efforts on behalf of the Club.
(B) Good Standing: Member in Good Standing means that the member is current in the payment of the monthly dues and flying time.The Board of Officers is authorized to waive the payment of dues for individuals who devote substantial time to Club affairs.
(C) Voluntary Surrender or Removal:Any Member may voluntarily surrender membership in the
Club at any time. In the event of voluntary surrender or removal, the Club will refund the aircraft deposit paid less a Twenty percent administrative charge and any unpaid dues, flight time charges or other charges.However, any member who notifies the Club within 30 days of joining of their intention to terminate their membership shall not be subject to the twenty percent administrative charge.Club Memberships may not be sold.The Club will redeem a Club Membership from the estate of a deceased member less any unpaid dues and flying time.
(D) Membership Ownership Interest:Membership in the Club denotes a non-exclusive ownership interest in the Club aircraft.Members are not entitled to the distribution of any operating surplus or net savings in the Club.All surplus remaining after all operating costs and other expenses are paid shall be retained by the Club to accomplish its purpose.
(E) Voluntary or Involuntary Termination of the Club: Upon the termination and winding up of the Club’s affairs and after liquidation of Club assets and payment of Club liabilities, all Regular Members and High Performance/Complex members shall be entitled to the return of their aircraft deposit. After all obligations are met, the remaining funds will be disbursed by the following formula; the sum of $5,000 and 50% of all funds over $5,000 shall be donated to the Bowling Green State University Aviation program. The balance of the fund shall be donated to the AOPA Air Safety foundation, and to the EAA Aviation Foundation, both IRC 501(c)(3) organizations, as the Board of Officers shall decide.
(F) Club Obligations:Members may not cause the Club to incur any obligation, for maintenance or other services or aircraft or equipment, without prior approval of the General Manager, or a Club Officer.
(G) Social Events: All members regardless of classification may attend all social events.
ARTICLE IV - INITIAL FEE AND MONTHLY DUES
(A) All Regular members are required to pay the aircraft deposit upon application to join the Club along with the first month dues. Monthly dues are intended to cover fixed costs of the Club whereas the flight time rates are intended to cover operational costs including short and long term maintenance. Monthly dues and aircraft hourly rates may be changed to reflect operational costs and financial needs of the Club on an as needed basis by the board of officers. Current rates are depicted in Appendix A.
(B) All High Performance/Complex Members shall be required to pay an additional aircraft deposit prior to flying High Performance/Complex Club Aircraft or such other designated aircraft.
(C) Monthly dues are assessed in advance at the beginning of every month and are included with a statement of the previous months flying time.Any member whose unpaid balance carried forward to the next month’s billing exceeds his/her aircraft deposit amount has flying privileges withdrawn until said time that the unpaid balance on the member’s account is less than the aircraft deposit.
(D) In the event of unusual or extreme circumstances, the Board of Officers is authorized to levy special assessments on the membership for the purpose of meeting such situations.
(E) The Board of Officers may reduce the monthly dues of any member based on service rendered to the Club or in extenuating circumstances.
ARTICLE V - MEETINGS
I) Meetings open to all members (“general meetings”)
(A) Organizational: The Club Organizational meeting shall be held within 90 days of the end of the June 30th fiscal year. This is the Club’s annual meeting. A quorum at any membership meeting shall be the members present.Notice of any Membership meeting shall be sent by email or ordinary mail to the members last known address and shall normally be sent along with the monthly statement.The Newsletter may also be used to give notice to Members. Notice is effective upon mailing to the Member. Members are responsible for keeping the Club advised of any changes in address.
(B) Special: If an emergency arises such that a decision must be made before the annual meeting, the President and any two other officers, or the Vice President and any two other officers, may call a special meeting upon 10 days notice to the membership. Any action taken at a special meeting shall be binding on the membership.
(C) General: General meetings may also be called by any three officers upon the recommendation of any member wishing to organize the meeting for the purpose of information sharing among members and between the Board of Officers and the members.Any such general meeting will be communicated by email, or in the monthly newsletter.General meetings shall also be called for social events, safety meetings and classes.
(D) Attendance:Attendance at all meetings is on a voluntary basis. However, all members are encouraged to attend all of the meetings and take an active role in the Club.All members, whether attending or not are bound by the decisions made at the Club Membership meetings.
II) Meetings of the Board of Officers
(A) Board of Officers:The Board of Officers shall meet to review Club operations, finances, and to address any member concerns or grievances at least every 120 days.The presence of four Officers is required to constitute a quorum and conduct Club business. An officer who participates via teleconference shall be deemed “present” by a majority vote of the Officers present in person..Organizational, special, and general meetings qualify as meetings of the Board of Officers as long as the Officer Quorum requirement is met. “Approval by the board of Officers” is defined as approval of the majority number of the Officers present at any meeting of the Board of Officers.
(B) Regular members may also attend board meetings.
ARTICLE VI - ELECTIONS
(A) The election of Officers shall be held at the Organization meeting each year. All nominations will be closed prior to the call to vote. All Members shall have one vote.
(B) At the Organizational meeting, the membership may submit nominations for the positions to be filled. In the event there are insufficient nominations for the open positions, the President may appoint a nominating committee of three members to present a slate to the membership.
(C) Additional nominations for any office may be made by the membership at any time prior to closing the nominations and the call to vote.
(D) All uncontested offices may be confirmed by acclamation by a majority of the members present entitled to vote. Contested offices will be decided upon by written ballot appropriate for the offices to be elected.
(E) Absentee ballots will not be used. Any member entitled to vote and unable to attend the election meeting may designate another voting member as a proxy. All proxies shall be designated, and, announced as such prior to the call to vote.
ARTICLE VII - OFFICERS
The Club Officers shall consist of a President, Vice President, Secretary, Treasurer, Safety Officer, and Maintenance Officer, who shall comprise the Board of Officers. The Officers are elected to represent the interests of the overall Club membership. The term of office for the Officers begins September 1st of each year and runs through August 30th of the next year. The duties of each office are as follows:
(A) President: The President shall preside at all meetings and be responsible for the conduct of all Club activities. The President is the chief executive officer of the Club. The President shall also have signature authority on all Club accounts and shall assume the function of the Treasurer in the event that the Treasurer is absent or incapacitated.
(B) Vice President: The Vice President shall assume the duties of the President in the absence, incapacity or resignation of the President.
(C) Secretary: The Secretary is responsible for the membership rolls of the Club, and, responsible for receiving all membership applications. The Secretary shall take the minutes of all meetings and insure that all officers receive a timely copy of the minutes. The Secretary is charged with the additional function of Club Historian, and shall maintain, in electronic format with appropriate backups, a history of every flight recorded in all Club aircraft for the last 5 years.
(D) Treasurer: The Treasurer is responsible for all financial matters of the Club. The Treasurer is accountable for all funds received and expended. The Treasurer shall maintain such accounts as are appropriate for the Club. All disbursements shall be through a Club checking account whenever possible. The Treasurer shall also prepare and submit a balance sheet and income/expense statement for the fiscal year and budget for the coming fiscal year for the review and approval by the Membership at the Organizational meeting. The Treasurer shall also be responsible for the preparation at least twice each year of a financial forecast covering each of the next 60 months, one of which is to be presented at the Organizational meeting and another to be presented at a meeting of the Board of Officers within 7 months of the Organizational meeting or at any meeting of the Board of Officers at which expenses requiring approval by the Board of Officers are action items.
(E) Safety Officer: The Safety Officer is charged with the following responsibilities: The Safety Officer is responsible for recommending safe operating and flying procedures for the Club. The Safety Officer shall be responsible for dissemination of appropriate training and flying information to the Members, and, for notifying the Members of all pertinent FAR changes. The Safety Officer is also designated as the Club Chief Pilot.
(F) Maintenance Officer: The Maintenance Officer is responsible for maintaining current information in the logbooks of the aircraft, and is responsible for maintaining all aircraft in proper operating airworthy condition and for compliance with all Federal Aviation Regulations (FARs) and Airworthiness Directives. The Maintenance Officer shall be responsible for all documents to be carried in the aircraft, including all aircraft, engine, avionics and propeller logbooks, and for the execution of all documents required for the completion of major repairs and overhauls.
(G) General Manager: A General Manager may be designated by the Board of Officers to manage the day to day administrative and routine managerial functions of the Club. The General Manager shall be responsible to and accountable to the President.
ARTICLE VIII - ACCOUNTING PRACTICES AND EXPENDITURES
Dues, flying time, other charges and any previous balance carried forward are required to be received by the club by the 25th of each month. Statements not paid by the 25th of each month will incur a charge of 1.5% a month on the unpaid balance. Any member whose unpaid balance carried forward to the next month’s billing exceeds his/her aircraft deposit amount will have flying privileges suspended until such time that the unpaid balance on the member’s account is less than the aircraft deposit.
(A) Handling of accounts receivable: A journal shall be kept of all payments by members, indicating the bank deposit in which any payment was included. All payments submitted by members shall be deposited within 7 working days of receipt.
(B) Cash asset accounts and loans: No cash asset account shall be opened or closed and no loan shall be applied for without the approval of the Board of Officers.
(C) Financial statements: The financial statements prepared by the Treasurer will adhere to and reflect continuous use of generally accepted accounting principles and will include an audit trail to all source documents.
(D) Expenditures: With the exception of expenditures to which the club is legally obligated, and parts purchases or maintenance services approved by the Maintenance Officer, no purchase may be made, no asset disposed of and no service contracted for an amount exceeding $500 without the approval of the Board of Officers.
ARTICLE IX - DETERMINATION OF DUES AND AIRCRAFT FLIGHT TIME HOURLY RATES
(A) Monthly dues shall be computed on a not-for-profit basis so as to cover anticipated fixed expenses, future aircraft purchases and upgrades, a base amount to cover annual inspections, and reserves. However, a portion of individual aircraft insurance and/or aircraft loan payments or allocated purchase charges or anticipated upgrade expenses my be covered instead by: 1) Flight time charges for a particular aircraft so as to cover that portion of the expense that is excessive compared to the average club aircraft; or 2) An additional monthly dues charge for members authorized to fly the aircraft in question.
(B) Flight time hourly rates shall be “wet rates” (fuel included with purchases reimbursable) and shall be set on a not-for-profit basis based on anticipated expenses and flight time including the following:
- Anticipated flight time.
- Fuel cost based on typical hourly consumption rates and the standard fuel cost stated in Appendix A. The standard fuel cost shall be set as approved by the Board of Officers and is to beset at a value somewhat higher than fuel rates at approximately the 95th percentile level.
- Anticipated routine maintenance expense and adjustments for past maintenance costs.
- Escrow for engine, propeller and other TBO-based expenses.
- Anticipated annual inspection cost in excess of the base amount covered under the monthlyduescalculation.
- Insurance in excess of the base amount covered under the monthly dues calculation.
- Aircraft purchase-related or upgrade-related expenses in excess of the base amount coveredunder the monthly dues calculation.
(C) The formulas for monthly dues and aircraft flight time hourly rates, assumptions of all variable factors and estimated costs, and the resultant calculated dues and rates are to be developed, documented, and approved by the Board of Officers at least once during the fiscal year. All documentation and calculations thusly approved shall be available to any member upon request. By majority vote at any general meeting of at least the number of members equaling the number of members who were above the 25th percentile in hours flown in club aircraft in the past 12 months, an ad hoc committee shall be formed to present alternative formulas for computing dues and rates to the club membership at a general meeting to be called within 60 days, at which meeting any alternative formula can be approved by majority vote of at least the number of members equaling the number of members who were above the 25th percentile in hours flown in club aircraft in the past 12 months. Any alternative formula so approved must meet the general structure and intent of the above sections (A) and (B).
(D) Club Social Activities shall be included on a pro-rata cost basis among participating members.
ARTICLE X - TRUSTEES
All duly elected Officers are also the Trustees of the Club during their term of office. The relationship of elected Officers and Trustees is one of dual status, and, as such, the Officers have the same powers as Trustees under Ohio law, including by way of illustration and not limitation, the power to remove members and to fill certain vacancies of Officers until the next Annual Meeting.
ARTICLE XI - COMMITTEES
(A) The Club shall have the following Standing Committees:
(1) Accident Investigation Committee: The Accident Investigation Committee shall be co-chaired by the Club Maintenance Officer and Club Safety Officer and shall consist of those individual and up to three other Regular Members appointed by the President. The Accident Investigation Committee shall be responsible for investigation of all club accidents or incidents. The Accident Investigation Committee is empowered to fix liability if the Board determines that such liability is warranted under the circumstances of the Accident or Incident. Any member who is assessed liability by the Accident Investigation Committee is entitled to a hearing of the circumstances before the membership at a Special Meeting called for such a purpose or at the Annual Meeting.
(2) Safety Committee: This committee is chaired by the Safety Officer and shall consist of all
Certificated Flight Instructors authorized to give instruction in Club Aircraft. The Safety committee is responsible for the review and implementation of safe flying practices and training. Operation of any club aircraft in violation of applicable FARs or in an unsafe manner will not be tolerated.
(B) The Club Officers are authorized to appoint as many Ad Hoc committees of Regular Members as are necessary to fulfill the Club purposes, e.g., for the Club social activities.
ARTICLE XII - LIABILITY AND DAMAGE TO AIRCRAFT
(A) Insurance: The Club shall maintain insurance on all aircraft against damage to the hull from
ground and flight damage, and liability insurance to protect the Club and its members against liability, actions, suit for damages or judgments of third persons. The Board of Officers shall determine the adequacy of all insurance coverage. The Club assumes no responsibility to a Member for the results of any act or omission while operating Club aircraft except for the protection afforded by such policy or policies of insurance carried by the Club.
(B) Damage to Aircraft: Damage to any aircraft shall be promptly reported to the Club General
Manager, the Club Maintenance Officer or a Club Officer. Members are directly responsible for the safe operation of any aircraft under their control. All aircraft are to be operated in accordance with the applicable FARs, the operating limitations of the aircraft as set forth by the manufacturer and Club Operational Rules. In the event of damage to a Club aircraft, its engine or equipment, which damage is proximately caused by an act or omission of a Club member, such member shall be liable for the damage sustained and may be assessed the uninsured, non-reimbursable cost of repair or replacement.
(C) Gross Negligence or Willful Damage: If any member is found by the Accident Investigation Committee to have caused loss, damage, destruction or injury to the Club or its aircraft, engine or equipment through gross negligence or willful violation of any regulation or rule of the Federal Government, any state or the Club or while under the influence of drugs, alcohol or other substances, the member or the member’s estate will be held liable for all such loss, damage or destruction.
ARTICLE XII - OPERATION RULES
The Club Operational Rules are attached hereto as Part B, incorporated herein by reference, and have the effect of the Club By-Laws.
ARTICLE XIII - AMENDMENTS
Any amendment or modification to these By-Laws shall require the approval of two-thirds of a quorum of the voting membership present at a meeting called for such a purpose after 30 days written notice. (Twenty percent of the active membership shall constitute a quorum for Amendment purposes.) EXCEPTIONS - The Board of Officers may make decisions as to aircraft acquisition and disposition, set hourly flying rates, the initial membership fee and High Performance/Complex or other designated aircraft fee, and set annual dues. A simple majority of the members present at any meeting called for such purpose may amend or modify the Club Operation Rules.
EAGLE AIR FLYING CLUB
Adopted by two-thirds affirmative vote of a membership quorum and entered on the official records of the Club this (DATE/PLACE)
ATTEST:
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