Central Kentucky Flying Club, Inc

 

BY-LAWS

Reviewed, amended, and adopted by vote of the Board of Directors on {input date here}
Ratified by membership on {input date here}

ARTICLE I – BUSINESS AND PURPOSE

Section 1 – Business

• The name of the organization shall be Central Kentucky Flying Club, Incorporated.

• The organization may at its pleasure by a vote of the membership body change its name.

Section 2 - Purpose

The sole purpose of Central Kentucky Flying Club (CKFC) Incorporated is to support general aviation, promote flying as an enjoyable activity, and to make flying as safe and affordable as possible for all members.

ARTICLE II - GOVERNING AUTHORITY

Section 1- Articles of Incorporation

Whenever applicable, the __________ Non-Profit Corporation Act and the Articles of Incorporation shall become part of these bylaws in furtherance of the chartered purposes of CKFC.

Section 2 – Operating Policies and Procedures

Further to these By-Laws, CKFC, through action of its Board of Directors, shall maintain Operating Policies and Procedures required to be read and signed by any member of any class in order to enable the proper execution of responsibilities.

Section 3 – Order of Operation

In the event of an inconsistency between any of the following: Operating Policies and Procedures, By-Laws, Articles of Incorporation, State and Federal Regulations; the inconsistency shall be resolved by giving precedence in the following order:

(a) Federal and State Laws and Regulations;
(b) Articles of Incorporation;
(c) By-Laws; and
(d) Operating Policies and Procedures.

ARTICLE III - MEMBERSHIP

Section 1 - Membership Classification

Members of CKFC shall be divided into five classifications: Full, Family, Student, Limited and Associate.

(a) Full Membership may be sold and/or transferred to another person if so desired, pending approval by a majority vote of the Board of Directors.  Approval by the Board of Directors shall not be unreasonably withheld.  No single person may own more than two (2) Full Memberships.  The value of a Full Membership is to be determined by the Full Membership holder. 

Full Member shall be:
(i) Of good character,
(ii) Financially in good standing and meet their obligations,
(iii) Insurable by insurance carrier of CKFC’s choice and
(iv) Entitled to all rights and privileges of CKFC, sharing in its responsibilities.

(b) Family Member shall:
(i) Be the spouse or child of the same household as a sponsoring Full Member of active status and a legal dependant (as defined by the Internal Revenue Service),
(ii) Be entitled to limited rights and privileges of CKFC,
(iii) Does not hold the right to vote or hold office, and
(iv) Shall share in responsibilities to the same extent as Full Members.
(c) Student Membership class is limited to the designated student training aircraft only. A student member shall meet the qualifications of Full Membership and shall be entitled to all rights and privileges of CKFC, except the right of vote or hold office, and shall share in its responsibilities to the same extent as Full Members.

A Student Member:
(i) Shall be a person actively seeking a private pilot’s license.
(ii) Membership is valid for six months or until that person has achieved their private pilot’s license, whichever comes first. At which time student member must:
(1) Apply for full membership and
(2) Pay any remaining balance of the initiation fee for Full
Member status.

(d) Limited Member shall:
(i) Be an instructor, A&P mechanic, inspector, or other such persons approved by the board of directors,
(ii) Meet the qualifications of full membership, and
(iii) Have no rights in CKFC and only be entitled to operate club aircraft for the specific purpose(s) to be determined by the Board of Directors.

(e) Associate Member shall
(i) Be an individual, or company entity that shares an interest in the activities of the club or its members and by such membership is offered access to club meetings and organized activities,
(ii) Shall not operate club aircraft 
(iii) Shall not be entitled to the rights and privileges of the Club, as listed,
(iv) Do not have the right to vote or hold office.

Section 2 – Membership Status

The status of each member shall be one of the following: active, inactive, or suspended.

(a) Active Status
(i) One whose financial obligations to CKFC are current and
(ii) Shall have all rights and privileges as outlined in membership class.






(b) Inactive Status
(i) Member who is unable to maintain flying currency for a period of ninety days or longer,
(ii) In order to maintain membership, all financial responsibilities to CKFC must be met regardless of status, and
(iii) Member of inactive status is not allowed to operate CKFC aircraft until currency requirements are met.

(c) Suspended Status
Suspended Status applies to members who have been temporarily denied all privileges and benefits of membership in CKFC by action of the Treasurer for failure to meet financial responsibilities to CKFC, or by action of the Board of Directors.

Section 3 – Membership Conduct

The duties of the membership shall be to conduct themselves in a proper and fitting manner and shall:

(a) Attend regularly scheduled and special meetings;
(b) Participate in CKFC sponsored projects;
(c) Uphold the dignity of CKFC at meetings, on the flying field, and in the community;
(d) Be alert and mindful of CKFC interest;
(e) Exercise caution and safety in flying; and
(f) Observe all federal, state, local and CKFC rules, regulations and bylaws.

Section 4 – Number of Members

The number of active members shall be limited at the discretion of the board, based on the amount of equipment and average time the equipment is in use, so as to allow reasonable use to each active member without undue restriction.

Section 5 – Termination/Resignation

Members may terminate their membership upon written notice of resignation of membership. In the event of such termination, neither the member, nor his personal representatives, heirs or devisees shall have any right, title or interest in CKFC or its assets. Resignations shall become effective 30 days after a signed and dated formal
resignation request is received by CKFC Treasurer.

Section 6 – Expulsion

A member of any class may be expelled from CKFC, with stated cause, by the Board of Directors.

Section 7 – Membership Agreement

Each member of CKFC shall have read and shall have agreed in writing to observe and abide by all the provisions of these bylaws and other regulations of CKFC. A permanent archive of each member’s agreement shall be maintained the Secretary.

Section 8 – Membership Approval

Members shall be selected and approved by a unanimous vote of the Board of Directors. Membership in CKFC is not transferable or assignable unless approved by a unanimous vote of the Board of Directors.



ARTICLE IV - MEETINGS OF MEMBERS


Section 1 – Regular Meetings

Regular meetings shall be held, 6:30 p.m. on first Monday of every month, unless otherwise decreed by the Board of Directors. No less than five regular meetings shall be held per calendar year. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book held by CKFC Secretary, at least four days prior to meeting date.

Section 2 - Annual Meeting

Annual meetings shall be held in the month of January of each year at such time and place as determined by the Board of Directors. Board will provide notice of the annual meeting as required by these By-Laws.

Section 3 – Special Meetings

An agenda shall be set forth in the notice which shall be mailed to all members at their addresses as they appear in the membership roll book held by CKFC Secretary, at least four days prior to meeting date. No items unless included in the agenda shall be discussed during Special Meetings without the unanimous consent of all present at such meeting. Notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of the members of the Board of Directors or 10% percent of active members, the president shall cause a Special Meeting to be called but such request must be made in writing at least ten (10) days before the requested scheduled date.




Special Meetings may be called by:
(a) President upon his own volition,
(b) Board of Directors, or
(c) Upon written request of at least ten percent of active members.

Section 4 – Quorum

For the purpose of transacting business of CKFC, a quorum of ten percent of active members eligible to vote shall be required.

Section 5 – Voting Rights

Only Full Members in “good standing” shall have voting rights. “Good standing” is defined as all dues, fees, and flight time payments associated with CKFC are current while fulfilling duties as described in these By-Laws.

At any regular or Special Meeting, if a majority so requires, any
question may be voted upon by voice. For election of officers, ballots shall be
provided and there shall not appear any place on such ballot that might
tend to indicate the person who cast such ballot.

Section 6 – Voting by Proxy

Members may vote by written proxy executed and dated by member and filed with CKFC’s Secretary. No proxy shall be valid for more than thirty days from date of execution.

The majority of the members having voting rights in person, or by proxy, shall be necessary for the adoption of any matter, except as otherwise provided for in these bylaws.

Section 7 – Order of Business

1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business

7. Adjournments.

Meetings shall be conducted in accordance with Robert’s Rules of Order.




ARTICLE V – OFFICERS

Section 1 – Appointments

All Officer vacancies shall be filled by Full Members in good standing with each appointed by the Board of Directors. Officers may be selected from the members of the board of directors. Officers of CKFC shall consist of the following:

(a) President,
(b) Vice-President,
(c) Treasurer,
(d) Secretary, and
(e) Safety/Training/Maintenance Officer.

Section 2 – Officer Responsibilities

(a) President shall:
(i) Preside over all meetings of CKFC and the Board of Directors,
(ii) Appoint all committees,
(iii) Act as Ex-officio member thereon,
(iv) Perform all duties which properly pertain to CKFC, and
(v) Preside as Chairman over the Membership Committee.

(b) Vice-President shall:
(i) Act as President of the Membership Committee or Special Meetings in cases of request, absence, disability or President’s refusal to act.
(ii) Have principal charge of all CKFC membership activities,
(iii) Arrange and/or oversee the arrangement of meeting programs/agendas, and
(iv) Serve as CKFC Maintenance Officer Supervisor who shall:
(1) Ensure Maintenance Officer responsibilities are fulfilled;
(2) Notify the Board of Directors of any maintenance action, scheduled or unscheduled, requiring the purchase of materials or service.

(c) Treasurer shall:
(i) Maintain, or cause to be kept and maintained, adequate and correct accounts of properties and business transactions of CKFC, including but not limited to:
(1) Member accounts,
(2) Assets,
(3) Liabilities,
(4) Receipts,
(5) Disbursements,
(6) Gains, and Losses;
(ii) Deposit all monies and other valuables in the name of
of CKFC, with such depositories as may be designated by the Board of Directors;
(iii) Disburse funds as ordered by the Board of Directors
(iv) Render to the President and Board of Directors, upon request, an account of all transactions;
(v) Provide a statement of financial condition of Full Members by the close of each fiscal year; and
(vi) Shall also serve as CKFC Operations Officer who shall:
(1) Maintain overall daily flight operations including but not limited to, CKFC scheduling service, security lock maintenance and combination changes as required.
(2) Perform such duties as prescribed by Board of Directors.

(d) Secretary shall:
(i) Conduct all correspondence at the direction of CKFC or its Officers,
(ii) Properly record and maintain meeting minutes and membership roll book,
(iii) Be custodian of all files and records of a permanent nature,
(iv) Publish, or cause to be published, meeting notices and/or other pertinent information as directed to be distributed to members, and
(v) Perform all other duties that properly pertain to office.

(e) Safety /Training/Maintenance Officer shall:
(i) Conduct and/or set-up training to maintain members’ flight proficiency and knowledge of current FAR (Federal Aviation Regulations).
(ii) Provide for periodic flight checks as needed to determine member proficiency in operation of CKFC aircraft, and
(iii) Coordinate a corps of flight instructors sufficient to meet the needs of CKFC.
(iv) Maintain records of engine and airframe inspection schedules,
(v) Maintain instrument calibration schedules,
(vi) Maintain other maintenance related schedules for various CKFC’s aircrafts,
(vii) Provide a report to the Board of Directors and members of CKFC each month as to the airworthiness of each CKFC aircraft.
(viii) Notify Vice President/Supervisor of any maintenance action, scheduled or unscheduled, requiring the purchase of materials or service.





ARTICLE VI – BOARD OF DIRECTORS

Section 1 – Directors

The Board of Directors shall consist of five duly elected Full Members in good standing.

Section 2 – Duties

Duties of the Board of Directors:
(a) Establish policy and provide guidance and direction in the furtherance of CKFC and act on all matters of policy,
(b) Determine fees, charges, and assessments not otherwise provided for,
(c) Act in a judicial capacity concerning all internal disputes and regulation violations,
(d) Direct investigations when deemed necessary to protect CKFC interest and safeguard its welfare;
(e) To arrange for an audit of CKFC financial records at the end of each fiscal year; and
(f) Meet at least quarterly and/or at the call of the President, or at the call of any three Board of Directors, providing timely notification is given to all Board Members.

Section 3 – Transaction of Business

A quorum for the transaction of business shall consist of (a majority of the Board); either by person or by proxy. A majority vote of the Directors present in person, or by proxy, shall be necessary for the adoption of any matter, except as otherwise provided in these By-Laws.


ARTICLE VII - ELECTIONS, VACANCIES, AND REMOVAL OF OFFICERS AND
DIRECTORS

Section 1 – Election

(a) At least five weeks prior to the annual meeting, a Nominating Committee shall be appointed. This Committee shall consist of at least three Full Members of CKFC. The duties of the Nominating Committee shall be to form a list of nominees, with their consent, to be used for the election of Directors.
(b) The nomination list shall include at least as many nominees as are Director positions being filled.
(c) Directors of CKFC shall serve for a term of two years. If at the end of the two year term a replacement has not been chosen, he/she shall continue until a successor is installed. Any Director may be reelected to succeed himself.
(d) At least three weeks prior to the annual meeting, the Nominating Committee shall present a list of nominees. At that time, the Nominating Committee shall accept nominations from the floor during the meeting.
(i) If, at the conclusion of floor nominations, the total number of nominees equals the number of Director positions being filled, the nominees shall be declared elected.
(ii) If the total number of nominees exceeds the number of Director positions being filled, the Nominating Committee shall prepare a written ballot of nominees and mail said ballot, not less than fifteen days prior to the annual meeting, to every full member of active status of record at the last regular meeting of the CKFC.
(e) The election shall be valid only when the number of ballots received at the CKFC’s mailing address or in person at the annual meeting, exceeds fifty percent of the eligible full members of the CKFC.
(f) The Chair of the Nominating Committee shall tally the votes and rank the nominees according to the number of votes received. The nominee receiving the most votes will fill the first Director position. The nominee receiving the second most votes will fill the second Director position and so on until the total number of Director positions being elected has been filled.
(g) In the event of a tie for the last Director position, the Chairman of the Nominating Committee shall designate a run-off election to follow, in accordance with the procedures of this Article, except the votes for the second election shall be collected and tallied at the next regular membership meeting. Only the nominees tying shall be included on the second ballot.
(h) The chairman shall announce the results at the annual meeting.
(i) The term of office of the elected candidates shall commence on the day following the annual meeting.

Section 2 – Vacancies

Any vacancy created by the death, resignation, or inability of any Director to serve shall be filled by special election from a list of nominees prepared by the Board of Directors and presented to the membership at the next regular or special membership meeting, in accordance with the procedures of this Article, except that the election shall occur and the position filled within sixty days of the vacancy. Any vacancy, created by any reason, of any Officer shall be filled by vote of the Board of Directors.








Section 6 Removal of Officer and/or Director

Any Director may be removed from office, with stated cause, if two-thirds of the Full Members vote for removal or upon unanimous consent of the four remaining Directors. Any officer may be removed, with stated cause, by vote of the Board of Directors.



ARTICLE VIII - GENERAL FINANCE AND LIABILITY

Section 1 – Liability Insurance

Adequate, proper personal and property liability insurance shall be mandatory at all times by CKFC to protect the membership from liability. No expense or obligation whatsoever shall be incurred by CKFC except as incurred and set forth within the articles of incorporation or other regulations. CKFC shall not be responsible for any accident, incident, injury or death of a member or any passenger while operating or riding in any aircraft owned or operated by CKFC.

Section 2 – Liability of Officer/Director

The Board of Directors may, upon majority vote, indemnify any Officer or Director, or former Officer or Director, for expenses, costs, attorney’s fees actually and necessarily incurred by that Officer or Director in connection with any claim asserted against him, in court or otherwise, because of his having been, or being such Officer or Director, except where such expenses, costs, or attorney’s fees are proven to have been incurred through that Officer’s or Director’s own negligence or misconduct.

Section 3 - Ownership

All CKFC property purchased by CKFC shall be owned by CKFC, subject to liens thereto, if any.

Section 4 – Equipment Damage

In the event of any accident, incident, or damage to any equipment owned or operated by CKFC, except where provided for elsewhere in CKFC By-Laws, the member at fault shall be responsible for any portion of the costs not covered by CKFC insurance.








Section 5 – Fiscal Year

The fiscal year shall be January 1 through December 31.

Section 6 - Billing

The billing period closes on the 20th day of each month. Billing shall be made within ten days of said closing. Payment of CKFC bills are due on or before the 10th of each month. Balances unpaid thirty days after the billing period closes shall be subject to penalties on the unpaid balance, and shall be cumulative for each month of lapse thereafter. Returned checks shall have an assessment determined by the Board of Directors which will be added to amount and due immediately.

Section 7 – Delinquent Account

Any account delinquent more than ten days shall automatically place the member in suspended status.

Section 8 – Viewing of Records

Records of accounts shall, with reasonable notice, be open to inspection by any Director, Officer, or Full Member of CKFC.

Section 9 - Authorization

(a) All expenditure authorizations, checks and expense statements shall be signed by the Treasurer or, in their absence, by an appointee of the Treasurer who shall have been approved by the Board of Directors.

(b) The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized in accordance with these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

(c) All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President of CKFC.




Section 10 - Funds

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 11 – Gifts/Contributions

The Board of Directors may accept, on behalf of CKFC, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.



ARTICLE IX - DUES, FEES, AND ASSESSMENTS

Section 1 – Dues

Each member, regardless of status or class, shall be assessed monthly dues, the amount to be established by the Board of Directors.

(a) Limited Members shall be waived from the payment of dues.
(b) An initiation fee shall be required of each new Full or Student Member, the amount to be established by the Board of Directors. The initiation fee is non-refundable.
(c) A deposit may be required of a member, the amount to be established by the Board of Directors. If a deposit is required of a member, the deposit shall be refundable, in accordance with the schedule below, upon termination according to the following conditions:
(i) All funds due CKFC by members are paid in full
(ii) A signed and dated formal resignation request is received by the Treasurer at least 30 days prior to the requested resignation date,
(iii) Termination occurs after a minimum of six months of active membership or,
(ix) Termination is due to member being transferred away from the area by his employer or,
(x) Termination is due to extenuating circumstances, in which case the Board of Directors may vote to refund the deposit.
(d) The amount of the refunded deposit shall be the lesser of (1) the amount deposited, or (2) the amount deposited less any negative member equity as reported by the Treasurer.
(e) The Board of Directors, at its discretion and subject to approval by a vote of members, may levy special assessments as are reasonable and necessary to meet the current operating expenses of CKFC. The due date of such payments shall be as prescribed by the Board of Directors.


ARTICLE X - COMMITTEES

In the event of an incident resulting in damage, destruction, or loss of CKFC aircraft, engine or equipment for which liability may be assessed under CKFC insurance carrier’s policy, the President shall appoint an Incident Investigation Committee of three Full Members, one of which shall be an Instructor. The Investigation Committee shall investigate and report its findings of fact and recommendations to the Board of Directors.



ARTICLE XI - AMENDMENTS

Section 1

These By-Laws may be adopted, amended, or repealed by a four-of-five vote of all Board of Directors, subject to the limitations of Section 2 of this Article. By-Laws changed or adopted in accordance with this section shall be ratified by majority vote of members having voting rights present in person, or by proxy, at the next regular or special CKFC meeting.

Section 2

The Board of Directors shall not amend these By-Laws in conflict with the wishes of the voting members and may not take action to implement any contested By-Law change during the interval of such conflict.



ARTICLE XII - DISSOLUTION

Section 1

In the event the corporation shall dissolve, dissolution of CKFC shall be in accordance with Federal and State Laws and Regulations.

Section 2

In the event of dissolution, after all debts against the corporation are satisfied, each Full Member, in good standing, shall be entitled to an equal share in the corporate assets available for distribution.