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RESTATED CORPORATE BYLAWS FOR
Alaska Airmen's Association, Inc. (dated March 13, 2007)
TABLE
OF CONTENTS
FORWARD.................................................................................................................1
ARTICLE 1 –
NAME.................................................................................................1
ARTICLE II –
LOCATION........................................................................................1
ARTICLE III – MISSION
STATEMENT..................................................................1
ARTICLE IV –
MEMBERSHIP.................................................................................1
ARTICLE V – DUES AND
FEES..............................................................................1
ARTICLE VI –
STRUCTURE....................................................................................2
ARTICLE VII –
MEETINGS......................................................................................2
ARTICLE VIII – BOARD OF
DIRECTORS..............................................................2
ARTICLE IX – BOARD
OFFICERS..........................................................................6
ARTICLE X – EXECUTIVE
COMMITTEE.............................................................7
ARTICLE XI –
REMOVAL........................................................................................8
ARTICLE XII –
COMMITTEES................................................................................8
ARTICLE XIII – FISCAL
RESPONSIBILITIES.......................................................8
ARTICLE XIV – USE OF EMBLEM, CORPORATE
SEAL....................................10
ARTICLE XV –
REPRESENTATION.......................................................................10
ARTICLE XVI – REGIONAL
DIRECTORS.............................................................10
ARTICLE XVII –
DISSOLUTION............................................................................
10
ARTICLE XVIII –
AMENDMENTS.........................................................................
11
FORWARD
In accordance with the provisions of the
Articles of Incorporation, the directors hereby update, amend and
restate the Bylaws of this Corporation.
ARTICLE I – NAME
The name
of the Corporation shall be ALASKA AIRMEN’S ASSOCIATION, INC.,
hereinafter referred to as the “Association”.
ARTICLE II – LOCATION
The Association shall have
its statewide headquarters in Anchorage, Alaska. The mailing address
shall be:
Alaska Airmen's Association, Inc.
P.O. Box 241185
Anchorage, Alaska 99524-1185
ARTICLE III – MISSION STATEMENT
The mission statement of
the Alaska Airmen’s Association is:
To Promote General Aviation in Alaska.
ARTICLE IV – MEMBERSHIP
The
following classifications of membership, as defined in the
organization’s policy handbook, shall constitute the Association:
(a)
Student
(b)
Individual
(c)
Family
(d)
Endowment
(e)
Business
All classes of
membership, except Student, are entitled to vote where authorized in
these bylaws, so long as their membership is current. An Individual,
Endowment, of Business membership is entitled to one (1) membership
voting card each year. A family membership is entitled to two (2) voting
cards per year. All memberships expire at the end of the fiscal year.
The Board may authorize an Honorary Life Membership to any person or
organization for extraordinary service to the Association over an
extended number of years. The Association will recognize any Life
Membership issued prior to the execution of these bylaws.
ARTICLE V – DUES AND FEES
Annual membership
rates shall be established by resolution of the Board of Directors in
accordance with the financial needs of the Association. The Board shall
review the rates
annually. There
shall be no mandatory special assessments or initiation fees levied upon
the membership.
ARTICLE VI – STRUCTURE
This Association is a statewide membership nonprofit corporation.
The Association shall be
organized and structured to comply with local, state and federal laws
concerning nonprofit corporations.
The Board of Directors shall
be responsible for the policy decisions of the Association and the
Executive Director shall manage the day-to-day administration and
programs.
The Executive Director shall
maintain the administrative files and the Corporate Record Book. He or
she shall be the primary correspondent with organizations, individuals,
agencies, and firms outside the Association. Maintenance of the Bylaws
and Articles of Incorporation shall be vested in the office of the
Executive Director. Additionally, the Executive Director shall maintain
the mailing lists of members and perform other administrative functions
as assigned by the President of the Board. The Executive Director shall
report and be responsible to the Board of Directors and, on a day-to-day
basis, to the President.
ARTICLE VII – MEETINGS
SECTION 1: Annual
The Board of Directors shall determine
the annual meeting of the membership of the Association.
SECTION 2: Board of Directors
The Board of Directors of
the Association shall meet at least four (4) times each
year, and a minimum of one (1)
time each calendar quarter. Such meetings shall be open to the
membership.
SECTION 3: Notice.
The membership shall be notified in
writing, at their last known address, a minimum of twenty-five (25) days
prior to the annual meeting.
The Board of Directors shall set the
date, time and place for its next Board meeting at the conclusion of
each regular meeting. Special general membership meetings shall require
the same notice as the annual meeting. The notice shall contain the
reason for the meeting.
Special Board meetings may be called by
the President or by any three (3) directors, with forty-eight (48)
hours’ notice in writing or by telephone. The purpose of the meeting
shall be provided to each director.
SECTION 4: Special General Membership Meetings.
The President may call special general
membership meetings at any time with a majority consensus of the Board,
or by five (5) percent of the general membership in good standing, by
petition.
SECTION 5: Quorum.
A quorum to conduct business at the
annual or special membership meetings of the Association shall consist
of ten percent (10%) of the vote entitled to be cast, represented in
person, in accordance with these Bylaws.
A quorum to conduct business at any
regular or special Board meeting shall consist of eight (8) directors
present based on a fourteen (14) member Board. In order to vote on
motions before the Board, a quorum must be present. A quorum of sixty
percent (60%) of the current sitting Board members may act to fill
vacant Board seats.
SECTION 6: Majority.
A majority of the members present at a
general membership meeting shall be any number over fifty percent (50%)
present at the meeting in person. A majority for a regular or special
Board meeting shall be any number over fifty percent (50%) of the total
number of directors.
SECTION 7: Conduct of Meetings.
All regular and special general
membership and Board meetings shall be governed by Roberts Rules of
Order to the extent the President or chair of the particular meeting
deems appropriate or necessary. Nothing, however, in this section shall
be construed as to allow a stifling of free flow of information and
ideas at such meetings. The Chairmen and Board will determine the time
limits of Board Meetings.
SECTION 8: Telephonic Meetings:
The other provisions by these bylaws
notwithstanding, the directors may conduct meetings of the board by
communication simultaneously with other board members by means of
conference telephones or similar communications.
ARTICLE VIII – BOARD OF DIRECTORS
SECTION
1: General.
A Board of Directors shall manage the
affairs of the Association. There shall be ten (10) members elected to
serve in addition to the Board authorized regional directors. Directors
shall serve in accordance with the Articles of Incorporation and these
Bylaws. The term of office shall be two (2) years, with half the
members’ terms expiring each year, to provide overlap to retain
experience and continuity. Candidates for election or appointment to the
Board shall have been a member of the Association for a period of at
least one (1) year when elected or appointed.
SECTION 2: Term Limits.
No director shall serve more than three
(3) consecutive terms. Any sitting President of the organization will be
exempt from this limitation until such a time as her or his replacement
is elected. Nothing shall prevent a director who has served three (3)
consecutive terms from being elected to the board after a full term has
expired from the ending date of his or her third consecutive term. These
limitations shall become effective January 1, 2001 and shall not be
retroactively applied.
SECTION 3: Nominations.
The Nomination Committee shall present a
proposed slate to the Board of Directors no later than sixty (60) days
prior to the annual membership meeting. The Board shall approve the
final slate in a timely manner to afford notification to the general
membership in compliance with the notification provisions of the
Articles of Incorporation and these Bylaws.
Members may make written nominations to
the Nominating Committee no later than ninety (90) days prior to the
date of the annual general membership meeting.
Any member in good standing
may bring a petition for placement on the ballot. Signatories to a
nominating petition may sign only one such petition per election. The
person nominated by such petition shall be added to the ballot upon
confirmation b the Nominating Committee chairman that the nominated
individual is willing to serve. A ballot shall include a minimum of one
(1) additional nominee for every incumbent running for the Board.
SECTION 4: Elections.
Elections shall be held at
the annual general membership meeting, or at special general membership
meetings in accordance with these Bylaws, or by mail; whichever the
Board deems most efficient and appropriate.
SECTION 5: Duties and Responsibilities.
The Board of Directors shall
conduct the government and management of the affairs of the Association.
The Board may make such rules and policies as are required for its own
orderly government, for its employees and for the Association, provided
such rules and policies are not in conflict with these Bylaws, the
Articles of Incorporation, good business practices or local, state or
federal laws.
The duties and powers of the
Board of Directors shall include, but not be limited to the following:
(a)
The Board shall have the
authority to employ or dismiss or to authorize employment or dismissal
of the Executive Director and/or staff person, or causal or contract
labor, and shall fix the compensation rate for such employment.
(b)
The Board of Directors shall have
the authority to authorize any other items or programs necessary for the
proper and efficient operation of the Association.
(c)
The Board of Directors shall
cause the necessary programs to be developed and implemented to realize
the goals and objectives of the Association.
SECTION 6: Non-Attendance.
Any director who accumulates
two (2) successive or four (4) non-successive unexcused absences from
regular Board meetings each calendar year, shall be automatically
nominated for removal from the Board.
6.1. Proxy Voting: A proxy may be
provided by a voting member of the Board to another voting member of the
Board for use only at a Board meeting. The proxy will define the topic
for which the proxy is given. Absent any specification as to topic(s),
the proxy shall not be valid. Proxies will not be used in the
determination of a quorum. Proxies will not be authorized in the
Executive Committee setting. Proxies must be in writing and may be
transmitted electronically (email or fax) and will be attached to the
official minutes of the meeting.
SECTION 7: Annual Reports.
The Board of Directors shall
prepare and mail the annual report, including fiscal report to the
membership no later than December 1 of each year.
SECTION 8: Replacement.
In the event that a director
shall be unable to complete his or her term, the Board shall appoint a
successor to compete the term.
SECTION 9: Conflicts of Interest.
Directors, officers, employees, and
contractors must identify potential conflicts of interest to the Board.
Any director, officer, or Association member may present to the Board of
Directors evidence of any current or potential conflict of interest
between the Association’s business and a director, officer, employee,
contractor, or Association Member. The Board of Directors shall
determine the facts of the alleged conflict and vote upon a main motion
as to the existence of said conflict. If the decision is that there is
no conflict, the director or officer may continue to participate and
vote. If a conflict or likely conflict is determined, the director or
officer shall withdraw from discussions and voting until the subject is
closed and other business is taken up. The potential conflict, the vote
and treatment of the case shall be noted specifically in the minutes of
the meeting.
SECTION
10: Manner of Acting.
All actions taken by the Board with
proper quorum and majority shall be deemed to be the actions of the full
Board. Any dissenting or abstaining member may, at his or her request,
have his or her dissension or abstention made a matter of record in the
minutes of the meeting.
SECTION 11: Power of Collaboration.
The Board shall have the authority to
cooperate, participate or joint-venture with other organizations or
associations in the cost and benefits of programs or projects deemed
beneficial to the Association, so long as such collaboration shall not
be in violation of the Articles of Incorporation, Bylaws, or goals and
objectives of the Association, or be contrary to local, State or Federal
laws.
ARTICLE IX – BOARD OFFICERS
SECTION
1: Composition.
The officer of the Association’s Board
of Directors shall consist of the President, Vice-President, Secretary,
and Treasurer. All Board officers must be members of the Board of
Directors.
The Board may appoint such other
officers as may be required from time to time for the orderly conduct of
the affairs of the Association.
SECTION 2: Term of Office.
The term of office for all officers
shall be one (1) year. Officers shall take office immediately upon the
commencement of their term, and shall hold office until the expiration
of their term or until replaced.
SECTION 3: Election.
The officers shall be elected by the
Board at its first official meeting following the election of directors.
SECTION 4: Replacement.
In the event an officer vacates her or
his seat on the Board, his or her duties shall be assumed by the officer
next in line of authority. The President’s duties shall be assumed by
the Vice President, the Vice President’s duties by the Secretary and the
Treasurer shall be replaced by election of the majority of the Directors
of the Association at the next meeting following the announcement of the
vacancy. All replacement officers shall serve until replaced.
SECTION 5: Succession -
No Officer shall hold the same office more
than two (2) consecutive years.
SECTION 6: Duties -
The President shall preside at all meetings of
the Board of Directors and shall perform such other administrative
duties incidental to his or her office, or which are delegated to him or
her by the Board of Directors. The President shall normally be
recognized as the spokesperson for the Association; he or she shall
generally set the tone and pace for the various operations of the
Association. In the event of the temporary disability or inability
of the President to serve, or when he or she is unable to attend a
meeting, the Executive Vice President shall succeed the President, and
the Administrative Officer shall temporarily assume the duties of the
Executive Vice President.
The Executive Vice President shall be
responsible for the operation and function of the various standing
committees of the Association, and for such other duties as shall be
delegated by the President or the Board.
The Treasurer shall be responsible for the
maintenance of the fiscal records, bank records, checks, drafts,
deposits, accounts and financial obligations of the Association. He or
she shall regularly make reports to the Board and annually to the
membership, of the fiscal condition of the Association. He or she shall
be responsible to file all required financial reports, statements and
forms, locally, within the State and Nationally.
ARTICLE X - EXECUTIVE COMMITTEE
The Board of Directors may authorize an
EXECUTIVE COMMITTEE. The Board may delegate such powers and authority
of the Association to the Executive Committee as may be required
for the daily operation, except the power to make any changes to
the Bylaws or published policies or rules of the Association.
The Executive Committee shall consist of the
President and three (3) other Board officers and the past President. In
the event that the past President is not on the Board, the board shall
appoint a fifth member to the Executive Committee. A quorum of the
Committee shall consist of one-hundred percent (100%) of the members of
the Committee, and a majority shall consist of at least two-thirds (2/3)
of the Committee.
The President shall cause outline minutes of
each Executive Committee meeting to be created, and shall forward them
to the next regular Board meeting to be presented in the “reports”
section of the agenda.
ARTICLE XI - REMOVAL
Any member, officer or director may be
removed at any regular or special Board meeting by a written,
affirmative vote of two-thirds (2/3) or the Board. Grounds for removal
shall be misconduct in office, misrepresentation of the Association or
mismanagement of Association resources, or lack of participation as a
director or volunteer.
Any member in good standing may nominate
another member for removal. Any group of five (5) members in good
standing, or any Director, may nominate a Director or Officer for
removal. Such nominations shall be in writing, and submitted to the
President, unless the President is directly affected, in which case the
nomination shall be submitted to the Vice President.
Any director or member removed shall have the
right to appeal the removal at the next scheduled Board of Director’s
meeting.
ARTICLE XII - COMMITTEES
SECTION 1: Authority -
The President of the Association shall have
the authority to create such permanent, standing, annual or ad hoc
committees as he or she may deem necessary for the efficient operation
of the Association. The President may appoint any chairpersons, but
the Board shall have the authority to remove or replace a Chairperson on
recommendation from the President, or by its own initiation. The
President shall cause to be formulated and placed in writing, a summary
of functions and responsibilities of each committee.
At a minimum, the following shall be
Board standing committees:
(a)
Resource Committee
(b) Board
Development Committee
(c)
Finance Committee
(d)
Membership Committee
ARTICLE XIII – FISCAL
RESPONSIBILITIES
SECTION 1: Fiscal Year -
Commencing January 1, 2007, the fiscal year of
the Association shall be from the first (1st) day of October
of each year through the thirtieth (30th) day of September of
the following year. Accordingly, to account for this change from a
calendar year, the fiscal year for 2007 shall be a short year, spanning
only from January 1, 2007 until September 30, 2007.
SECTION 2: General -
The President, with Board approval, shall
appoint a qualified certified public accountant to review the books and
accounting records of the Association on an annual basis or upon a
proper request for an audit of the same.
An annual fiscal report
shall be prepared by the Treasurer and presented to the Board no later
than forty-five (45) days following the end of the fiscal year, and upon
approval, to the membership no later than sixty (60) days following the
end of the fiscal year.
All funds received and disbursed shall be
properly accounted for. The Board and the Treasurer will share the
fiduciary responsibility for the good management of the Association’s
resources.
SECTION 3: Members not to benefit.
No funds or resources of this Association may
be used to the benefit of any member, director, officer or employee,
except that in accordance with these Bylaws. Members, directors,
officers or employees may be authorized to be compensated for specific
services when properly authorized, documented and in accordance with
these bylaws.
SECTION 4: Disbursements -
Any Officer, Director or employee of the
Association may sign in its behalf, bills, notes, checks, negotiable
instruments or other evidence of obligations only when he or she has
been authorized to do so either in his or her job description or by
direction from the Board. No disbursements greater that what has been
budgeted or authorized shall be made without prior approval by the
Board.
SECTION 5: Special funds -
The Association may establish special funds
for a variety of purposes where authorized by law, these Bylaws and the
Articles of Incorporation. Such funds shall be established and operated
in a manner similar to the Association’s primary accounts, and in
concert with law and the non-profit status of the Association.
SECTION 6: Grants, Contributions and Donations -
The Association may accept grants,
contributions and donations from individuals, companies, firms,
Corporations, agencies, governmental entities and other Associations for
projects and purposes which are within the purview of the objectives and
goals of the Association. Such grants, contributions and donations may
be in the form of currency, material or in-kind labor/services. When
such resources shall be made available to the Association, they shall be
accounted for maintained and expended in concert with the condition/s
associated with the grant, contribution or donation, except where such
condition/s may be contrary to law, these Bylaws, the Articles of
Incorporation, provision of the Association’s non-profit status, or the
Association’s stated purposes and objectives.
ARTICLE XIV - USE OF EMBLEM, CORPORATE SEAL
All members in good standing are authorized
and encouraged to display the Association logo in public, however, the
rights to the logo shall remain the property of the Association. Use of
the Corporate Seal is limited to official business of the Association
and shall be controlled by the Administrative Officer, with direction,
as required, from the Board of Directors.
ARTICLE XV - REPRESENTATION
No member, Officer, Director or employee of
the Association shall represent or appear to represent the Association
in public statements of policy or action unless that person has the
specific authority to do so either from his or her job description
within the Association or by specific approval from the Board.
ARTICLE XVI – REGIONAL DIRECTORS
Regional directors shall be elected by the
membership in their specifically defined geographic region which they
represent and serve a standard two (2) year term. Regional Directors
will be included in the determination of a quorum for conducting the
business of the Board and have all the privileges of any other director.
The role of a regional director is to represent the Association as a
Board member in a specified geographic area.
The geographic boundaries of the
regions shall be:
(a)
Northern Region: North of the Alaska Range, separated from the
Western by the 154 degree W. longitude line.
(b) South-central Region:
South of the Alaska Range, east of Cook Inlet, including Kodiak Island.
(c)
Southeastern Region: East of the 140 degree W. longitude line.
(d)
Western Region: South of the intersect of the Brooks Range with a
154 degree W. longitude, south to Cook Inlet, including the Alaska
Peninsula.
ARTICLE XVII - DISSOLUTION
The Association may be dissolved at any time
by a two-thirds (2/3) vote of all voting members. Such vote to be
conducted at any annual or special meeting called for the purpose. The
Board shall promptly conduct such a vote upon adopting a resolution
recommending the Association be dissolved. In the event that the
Association is dissolved, the Board of Directors shall act as the agent
of the members and dispose of the physical assets of the corporation
according to local, state, and federal laws s they relate to nonprofit
corporations.
ARTICLE XVIII - AMENDMENTS
These Bylaws may be amended at any time by
the Board of Directors, by a three-quarters (3/4) majority of all
directors or by the general membership at any annual general membership
meeting by a simple majority of the voting members; provided that such
proposed changes were published in a notice of the meeting.
These Bylaws may also be amended at any
Special meeting of the membership called for that purpose, with a
two-thirds (2/3) majority vote. Such meeting must be called by
the President when presented with a petition signed by a minimum of ten
percent (10%) of the voting membership. Such meeting must be
held within sixty (60) days of the validation of the petition by the
secretary and the Membership Committee.
The Board of Directors cannot change any
amendments to these Bylaws effected by the members for at least three
hundred sixty-five (365) days subsequent to the effective date of such
change.
Amended and ratified
this 13th Day of March, 2007, at Anchorage, Alaska by the
Board of Directors of the Alaska Airmen’s Association, Inc.
_______________________ _______
_______________________ _______
Joe Pearson, Director
Date Bill Brooks, Director Date
_______________________ _______
_______________________ _______
Will Johnson, Director
Date Rudi Von Imhof , Director Date
_______________________ _______
_______________________ _______
Felix Maguire, Director
Date George Stewart, Director Date
_______________________ _______
_______________________ _______
Erin Hall Meade, Director
Date Petra Illig, Director Date
_______________________ _______
_______________________ _______
Craig Hartman, Director
Date Richard Mullowney, Director Date
_______________________ _______
_______________________ _______
Ellen Paneok , Director
Date Richard Rountree, Director Date
_______________________ _______
_______________________ _______
John Spalding, Director
Date Erika Bennett , Director Date |