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BYLAWS of MOUNT SHASTA SOARING CENTER The following Bylaws have been enacted to establish principles of conduct consistent with the rights of the Mount Shasta Soaring Center, Inc. and its members. All statutes, regulations or amendments contained herein shall be considered legal and binding. Article One -- Name and Principle Office Section 1. The name of this corporation shall be Mount Shasta Soaring Center, Inc. with its principle office at the residence of the then existing Secretary of the Corporation. Its mailing address at the time of this revision of the bylaws is P.O. Box 405, Willows, CA 95988 Article Two -- Purpose Section Section 1. The purpose of this Corporation shall be to provide flying facilities for its members on a nonprofit basis and to encourage their training and interest in soaring. Section 2. It shall also be the aim of this Corporation to initiate, sponsor, promote and carry out plans, policies, and activities that will further the education and development of soaring pilots specifically to promote: safety of flight, soaring meteorology, training in the physiology of flight, cross country and high altitude soaring, and the development of competition pilots and contest personnel at the local, regional, national and international level. Section 3. The Mount Shasta Soaring Center is organized exclusively for charitable and educational purposes, including for such purposes: Training of pilots for competition administration and flying, training of youth and adults for administration and putting on contests, providing scholarships to local high school students, running competitions and training exercises for Local, Regional, National and International competitions. Section 4. Notwithstanding any other provision of these articles, the Mount Shasta Soaring Center shall not carry on any other activities not permitted to be carried on by a Corporation exempt from federal income tax under section 601 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code Article Three -- Membership Section 1. Membership in the Corporation shall consist of two classes: Charter and annual Section 2. New members of any class may be admitted to the Corporation upon the affirmative vote of the majority of the Board of Directors. Section 3. Charter Members; those who have been accepted into membership by the Board of Directors, pay their initiation fee and pay annual dues. Charter Members are entitled to vote on Corporation matters, hold office and have unrestricted use of Corporation equipment as regulated by Bylaws and Flight Rules of the Corporation. Section 4. Annual Members; those who have been accepted
into membership by the Board of Directors, and pay annual dues.
Active Members who have paid their annual dues may use Corporation equipment and
facilities as regulated by Bylaws and Flight Rules of the Corporation. Article Four -- Meetings Section 1. Annual Meeting 1. One annual meeting of the members shall be held by September at a time and place to be determined by the Board of Directors for the purpose of reviewing the reports of the Corporation, for the election of Officers for the following year and for such other business as may properly be presented. 2. Notice of the annual meeting shall be mailed to all members by the Secretary not less than fifteen (15) days before the meeting. The Notice shall set forth the time, place and agenda of such meeting. This meeting will be held in conjunction with a competition held at Siskiyou County Airport. Section 2. Other Meetings; Other meetings may be held as scheduled by the Board of Directors to include a meeting to be held in conjunction with the annual PASCO banquet in November. Section 3. Special Meetings 1. Special meetings of the members may be called at the discretion of the President, or a majority of the Directors, or by written petition of at least one-fourth (1/4) of the Charter and Annual Members. It shall be the duty of the Secretary to call such meetings within ten (10) days after such demand. 2. No business other than specified in the notice of the meeting will be transacted at any special meeting of the Corporation. 3. If all Active and Associate Members shall be present at any meeting, any business may be transacted without previous notice. Section 4. Quorum; The presence in person or by written proxy of a majority of the Charter Members of the Corporation is necessary to constitute a quorum at each annual or special meeting. In the event that a quorum is not present at any meeting, the members present may adjourn the meeting to a later date not less than thirty (30) days thence and give notice thereof to all members. The presence of members holding in excess of fifty (50) percent, including written proxies, of the total votes of the Charter membership shall constitute a quorum for the transaction of Corporation business. In the event that a quorum is not present at the subsequent meeting, the members of the quorum present may adjourn the meeting to a later date not less than seven (7) days thence, and give notice thereof to all members. The members present at the second subsequent meeting shall constitute a quorum for the transaction of Corporation business. Section 5. Voting 1. Each Charter Member in good standing is entitled to one vote. 2. Each such member in good standing may designate any other Charter Member as proxy provided written authorization shall be dated and shall be valid for only one meeting. A member may accumulate and vote no more than two (2) proxies at any one meeting. 3. A majority vote of the members present or by proxy is controlling unless otherwise specified in these Bylaws. Article Five -- Board of Directors Section 1. The Board of Directors shall be composed of six (6) Charter members: The four (4) Executive Officers of the Corporation and two (2) additional Charter Members Section 2. Duties and Powers 1. The government of the Corporation shall be vested in the Board of Directors, who shall have the power to make all necessary contracts, to borrow money, to secure the same by mortgage, or deed of trust to the property of the Corporation, and as evidence of the indebtedness secured by such mortgage or deed of trust, to issue bonds therefore, to pay and discharge all debts, and do all matters and things necessary to incident to, or in aid of, the carrying out of the aim and purpose of the Corporation; and they shall have the charge and control of all its property, and may levy assessments upon the members in the manner and subject to such rules, regulations and restrictions provided in the Bylaws. 2. Any assessment recommended by the Board of Directors must be approved by a three-fourths (3/4) vote of the entire membership before becoming effective. The vote on any assessment shall be by written ballot. 3. Any decision of the Board of Directors may be repealed by an affirmative vote of three-fourths (3/4) of the entire Charter membership. Section 3. Vacancies; Any vacancy in the Board of Directors occurring during the year shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors. An exception to this rule shall be that in the event of three (3) or more vacancies in the Board of Directors occurring at any one time, they shall be filled by vote of the Charter members at a meeting duly called. Section 4. Standing Rules 1. Each member of the Board of Directors shall serve without compensation or reward, except as otherwise provided in these Bylaws. 2. No officer nor any member of the Board of Directors shall be interested either directly or indirectly in any contract relating to the operations conducted by the Corporation. 3. The Board of Directors shall cause to be kept a complete record of all its acts and proceedings of its meetings, showing in detail the condition of the affairs of the Corporation. Article Six -- Officers Section 1. The Executive Officers of the Corporation shall be the President,
Vice-President, Secretary and Treasurer. Any Position may be combined with any
other at the discretion of the Board. Article Seven -- President Section 1. The President is the chief executive officer of the Corporation. Section 2. He shall preside at all membership meetings, and all meetings of the Board of Directors. Section 3. He shall appoint all committees with the approval of the.Board of Directors. He shall be an exofficio member of all committees. Section 4. He shall sign and execute all contracts in the name of the Corporation when so authorized to do so by the Board of Directors; and he shall have general supervision over the management of all affairs of the Corporation. Article Eight -- Vice-President Section 1. The Vice-President shall be vested with all the powers and shall perform the duties of the President in case of the absence or disability of the President. Section 2. The Vice-President shall also perform such duties in connection with the operation of the Corporation as he may undertake at the suggestion of the President. Article Nine -- Secretary Section 1. The Secretary shall perform all duties incident to the office of the Secretary, subject to the control of the Board of Directors, including: he/she shall keep the minutes of all proceedings of the members and of the Board of Directors in books provided for that purpose. He/She shall attend to the giving and serving of notice of all meetings of the members and of the Board of Directors. He/She shall keep a proper membership book showing the name of each member of the Corporation, the book of Bylaws, the Corporation Seal and such other books, records and papers as the Board of Directors may direct. He/She shall execute with the President, in the name of the Corporation, all certificates of membership, contracts and instruments which have been first approved by the Board of Directors. In the absence or disability of the Treasurer, and under the direction of the President, he/she shall execute, in the name of the Corporation, checks for expenditures authorized by the Board of Directors. Article Ten -- Treasurer Section 1. The Treasurer shall perform all duties incident to the Office of the Treasurer, subject to the control of the Board of Directors, including: he/she shall execute in the name of the Corporation all checks for expenditures authorized by the Board of Directors. He/She shall receive and deposit all funds of the Corporation in the bank(s) selected by the Board of Directors, which funds shall be paid out only by checks as hereinbefore provided. He/She shall account for all receipts, disbursements and balance on hand. Section 2. The Treasurer, together with the President, shall prepare the annual budget and submit it to the Board of Directors for their approval. Article Twelve -- Maintenance Committee Chairman Section 1. The Executive Officers shall appoint a Maintenance Committee Chairman who shall then be a member of the Board of Directors. Section 2. The Maintenance Committee Chairman shall have the duty to see that the Corporation's equipment is properly maintained at all times and that the maintenance complies with the appropriate regulations. Section 3. The Maintenance Committee Chairman shall be responsible for coordinating all maintenance work, for supervising general preventative maintenance and shall notify the Board of Directors as to the operational status of the equipment. The Maintenance Committee Chairman may authorize any repairs with approval of the Board of Directors. Article Thirteen -- Indemnification of Directors' Officers Section 1. In order for the Mount Shasta Soaring Center to function as a California Corporation and duties, it is necessary to have officers and positions. These officers and positions are elected and appointed as provided for herein. Corporation officers and positions perform their required jobs and functions without assuming any liability for any accident or injury that may result from any use of Corporation equipment and by Corporation members. Said officers should not assume any personal liabilities for any suits, court actions, debts or any other financial obligation arising out of the operation and use of Mount Shasta Soarinc Center equipment. Section 2. Each person who is or has been a director or officer of this Corporation, shall be indemnified by the Corporation against expenses, including attorneys' fees necessarily incurred by such person in connection with the defense or settlement of any action, suit, or proceeding to which he is a party, alone or together with others, by reason of his being or having been a director or officer of this Corporation. Section 3. Each such person shall also be reimbursed by the Corporation for any amounts paid by such person in satisfaction of any judgment or settlement in connection with any such action, suit, or proceedings. Section 4. The foregoing right of indemnification shall be in addition to any other rights to which such person may be entitled as a matter of law. Article Fourteen -- Suspension, Expulsion and Removal from Office Section 1. A member may be removed from office, suspended for a period, or expelled for cause, such as violation of any of these bylaws, or other rules of the Corporation or for conduct prejudicial to the best interest of the Corporation. Such removal, suspension or expulsion shall require a two-third (2/3) vote of the Charter members in attendance at a special meeting, provided that the statement of the charges and a notice of the time and place of the special meeting have been mailed to all the members at least fifteen (15) days before the special meeting, and that the member will have an opportunity to present a defense at the meeting. Article Fifteen -- Finances Section 1. The Board of Directors shall establish a schedule of fees that shall be sufficient to pay the Corporation expenses and to maintain the value of the Corporation's assets. Section 2. Any member who fails to pay his dues or any sum owed to the Corporation within 60 days after said sum is due shall be considered a delinquent member and shall be suspended automatically from the operation of all Corporation equipment. When a delinquent member fails to pay his dues, to pay any sum owed to the Corporation or to make appropriate arrangements with the Board of Directors for payment thereof, within ninety (90) days after the date due, the member shall automatically be considered as indicating his intention to withdraw. Section 3. The calendar year shall be from August 31st to September 1st. Section 4. Annually between the annual meeting and beginning of the calendar year, the books and accounts shall be audited by a special auditing committee of two (2), appointed by the President with the advice and consent of the Directors. The Board of Directors, by a majority vote, may cause an independent audit to be made by an outside auditing firm at any time when in their judgment it is deemed advisable. Section 5. 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 maintenance, purchase of any equipment, for contingencies, or for the purpose of reducing annual dues, as shall be determined by the Board of Directors. The net savings in any event shall not be distributed to the members for their individual use. Section 6. The Corporation will carry, at the direction of the Board of Directors, will carry adequate liability insurance to protect the Corporation and its members against suit by third parties or another member of the Corporation. Section 7. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article two hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Section 8. Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 ( C ) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Article Sixteen -- Amendments Section 1. Amendments of the Bylaws may be made by a two-thirds (2/3) vote of the Charter members of the Corporation in good standing. Amendments may be acted upon at any meeting of the members or by mail ballot, provided the substance of the proposed amendment shall have been stated in the notice of the meeting and that each member shall have had at least one week's notice in advance of such proposed amendment. Article Seventeen -- Dissolution Section 1. The Corporation may be dissolved only by affirmative vote of two-thirds (2/3) of the Charter Members. Section 2. Funds received from the sale of all Corporation assets at the time of dissolution shall, after all obligations of the Corporation have been paid, be given to a worthy, non-profit, soaring organization. End of By Laws |
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