Adopted - February 2014
TABLE OF CONTENTS
ARTICLE 1 - OFFICES
ARTICLE 2 - TRUSTEES
ARTICLE 3 - OFFICERS
ARTICLE 4 - GENERAL MEETINGS and REPORTS
ARTICLE 5 - GENERAL ELECTIONS AND VOTING
ARTICLE 6 – MEMBERSHIP VETO RIGHTS
ARTICLE 7 - MEMBERSHIP and FINANCIAL OBLIGATIONS
ARTICLE 8 - FLIGHT OPERATIONS
ARTICLE 9 - CORPORATE PROPERTY
ARTICLE 10 - DAMAGE and ACCIDENTS
ARTICLE 11 - FISCAL YEAR
ARTICLE 12 - AMENDMENTS
ARTICLE 13 - DISSOLUTION OF THE CORPORATION
ARTICLE 1 - OFFICES
The principal office of the Corporation shall be in such place in the State of New Jersey as the Board of Trustees (referred to as the Board) may from time to time direct. The Corporation may also establish and have such other offices needed for the conduct of its business. The terms Club and Corporation as used herein, refer to the Blue Sky Aviation Association Incorporated.
Section 1 – General
The trustees of the Corporation shall be five in number, and all must be active members of the Corporation. The trustees shall be elected in the manner provided by these by- laws by the members of the Corporation and each trustee shall be elected for one year. Any vacancy occurring in the Board shall be filled for the unexpired term by unanimous choice of the remaining trustees.
Section 2 - Duties and Power
The Board of Trustees shall have the control and management of the affairs of the Corporation and shall exercise all such powers of the Corporation, and management thereof, as permitted by statute, or as directed by these Bylaws. The Trustees may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they deem proper, not inconsistent with the law.
Section 3 - Meetings
Meetings of the Board of Trustees shall be held in the office of the Corporation, or at any other place which the majority of the Board may designate from time to time. The Board shall meet at least monthly, and members may be invited to attend. There shall be an annual meeting of the Board held as soon as possible after their election. Other regular meetings of the Board shall be held at such times and places as the Board shall by resolution prescribe. Meetings of the Board may be called whenever any trustee so requests the other Board members to do so. The Board may meet to transact business at any time and place without notice, provided that every member of the Board shall be present, or that any member or members, not present shall waive notice of the meeting. A majority of trustees shall constitute a quorum for the transaction of business, but a trustee or trustees present, if less than a quorum, may adjourn any meeting until such quorum shall be present. All questions coming before the Board shall be determined and decided by a majority vote except where so noted in these laws. Each trustee shall be entitled to one vote at all meetings of the Board of Trustees. At least four (4) trustees must vote affirmative to purchase or dispose of Corporate property. The Board Secretary shall report on minutes of any Board meeting to the membership at the General Membership meeting.
Section 1 - General
The Board of Trustees shall meet immediately, as soon after their election as possible, meet and elect, or appoint, a president, vice-president secretary, treasurer and maintenance officer from among themselves. They may elect such other officers as the needs of the Corporation may from time to time require. All officers shall serve for one year, or until the election and qualification of their successors, subject to the power of the Board of Trustees to remove any officer by unanimous vote of the remaining Board members. No more than one office may be held by the same person.
Section 2 - President
The president shall act as chairman when present, and call to order all meetings of the members. The president shall be the Chief Executive Officer of the Corporation and shall have general supervision of the affairs of the Corporation, and shall perform all duties commonly incident to his office and shall have general supervision of the affairs of the Corporation, subject to the approval of the Board of Trustees The President and the Treasurer shall approve payment for each invoice of indebtedness when the amount exceeds a dollar amount specified in the Operating Procedures. No purchases can be made in excess of a dollar amount specified in the Operating Procedures unless pre-approved by a majority vote of the Board of Trustees.
Section 3 - Vice-President
The vice-president is to assist the president. The vice-president shall fulfill the duties of president in the president’s absence The vice-president shall have responsibility for providing safety presentations.
Section 4 - Secretary
The secretary is responsible for the minutes and correspondence of the Corporation and shall give, or cause to give, notice of all meetings of the members and of the Board of Trustees. The secretary shall make such reports as are requested by the Board and prepare, and cause to be filed, such reports and statements as may be required by the laws of the State of New Jersey and the FAA. The secretary shall prepare communications to the general membership in the form of a monthly newsletter or as otherwise directed from the Board of Trustees. The newsletter shall act as notification of the next general membership meeting. The communication shall contain the minutes of the previous general membership meeting, minutes from the previous Board of Trustees meeting and the Presidents report on these minutes given at the general membership meeting, the Treasurer’s Report presented at the general membership meeting and the Maintenance Officers report from the general membership meeting. The newsletter shall be distributed no later than 7 days prior to the next general membership meeting. The minutes as presented in the Newsletter will be presented to the membership at the general membership meeting to be accepted by the Board.
Section 5 - Treasurer
The treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit the same in the name of the Corporation in such bank, or banks as the Board of Trustees may designate, and shall disburse the same under such rules and regulations as may be made by the Board of Trustees.
The treasurer shall keep or have kept by a qualified person full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall see that all expenditures are duly authorized and are evidenced by proper receipts and vouchers. The treasurer shall render to the Board of trustees and the general membership a monthly treasurer’s report which shows a summary of all revenues, expenditures, liabilities, and a summation of all financial transactions that have taken place. The report shall contain this information for the reporting month and for each of the prior 12 fiscal months. The Monthly Treasurer’s Report shall be presented to the Board of Trustees at the monthly Board of Trustees meeting for review.
Section 6 - Maintenance Officer
It shall be the responsibility of the maintenance officer to see that all equipment is maintained according to the policy of the Board of Trustees, aircraft manufacturer, advisories, the FAA, and any AD’s issued. The maintenance officer as well as any Board member has the authority to ground equipment if found to be not air worthy. He/She shall schedule all maintenance work, expedite maintenance work, and recommend who shall perform maintenance work. The maintenance officer shall be responsible for aircraft log books.
Section 1 - General Membership Meeting
General Membership Meetings will be held monthly. Notice of meetings must be announced in the monthly newsletter to be sent no later than 7 days prior to the next general membership meeting. The Board of Trustees has the right to cancel or postpone a general meeting due to severe weather conditions, if a meeting place is unavailable, or other extenuating circumstance. Officers of the newly elected Board of Trustees are to be announced at the October General membership meeting.
Section 2 - Special Meeting
It shall be the duty of the president or another Trustee to call a special meeting whenever requested by four (4) or more members
Section 3 - Officers of Meetings
The president of the Corporation, if present, shall preside at all meetings of the members. In the absence of the president, the Vice-President shall preside. The secretary of the Corporation shall, if present, act as secretary of all meetings of the members. In the absence of the secretary, a temporary secretary shall be appointed and shall keep a faithful record of all proceedings and shall immediately turn over to the regular secretary such record.
Section 4 - Order of Business
The order of business at all general membership meetings, unless changed by a majority vote, shall be as follows;
- Proof of notice of meeting;
- Report of minutes of preceding meeting;
- Reports of officers;
- Reports of committees;
- Presidents Report on Minutes from the Board of Trustees’ Meeting
- Unfinished business;
- New business;
- Safety Presentation (if applicable)
Section 5 - Annual Report
An annual report shall be prepared and made available to the club members during the first quarter of the fiscal year.
Section 1 - Annual Elections
An election shall be held to elect the Board of Trustees in the fourth quarter of the fiscal year and prior to the annual meeting.
Section 2 - Special Elections to the Board of Trustees
A special election to the Board of Trustees must be held if requested by two-thirds of the members.
Section 3 - Nominations for Election to the Board of Trustees
The existing Board is nominated automatically unless a Trustee declines to serve another term. Additional nominations from the active membership must be requested in writing by the Board of Trustees at least one month prior to the election. An active member must obtain nominating signatures from at least ten percent of the active membership, to be placed on the ballot.
Section 4 - Voting for Board of Trustees
The Board of Trustees must provide the active membership with a ballot at least two weeks prior to the election. The member vote must be returned in writing to the Board by the September meeting. In the event that the current Board is unopposed or if there are no more than 5 members running for the Board of Trustees, no balloting will be required.
Section 5 Voting Procedures
Voting on matters brought before the general membership (except as outlined in Article 6) must be returned in writing. The ballots shall be made available to the membership at least 14 days prior to the date upon which said matter is to be voted on.
Section 1 – VETO RULES
In the event the Board of Trustees proposes to proceed with any of the following:
- Purchase an aircraft
- Select and place an aircraft for sale (except in the event of an accident and the insurance company wants to “total” a plane).
- Enter into a business combination with any airport operator, airport owner, any combination thereof, FBO, or any flying club (for profit or non-profit).
- Relocate club aircraft, in full or in part, to a different airport (with the exception of short term re-location due to the inability of our home airport to sustain acceptable operations).
The following actions must be met before the Board can execute any of the above occurrences:
- The Board must prepare a justification document of the decision for the General Membership. The Justification shall disclose reason for the decision, financial information and plan of execution.
- The justification document must be sent to all members 7 days prior to the next general membership meeting. A review of the justification document shall appear on the Agenda.
- The justification document shall be reviewed at the General membership meeting.
- Active members shall have the right to veto the Board of Trustee decision by two-thirds of active membership vote within 28 days of the general membership meeting in which the justification document is reviewed or the Board shall then have the authority to execute the proposal.
Section 1 - Requirements for Membership
The Board shall process applications for membership and set such admission requirements as outlined in these by-laws and the Club Operating Instructions. An applicant must have a private certificate or better to be considered. Applicants shall be investigated on the following items:
- financial responsibility;
- history of air traffic violation; and
- flight experience.
Any applicant, who satisfies the requirements as applied, shall become a member of the Corporation after the prospective member has appeared at a Board meeting and has been approved by at least four board members.
Section 2 - Membership
Membership shall be classified as active or inactive. The Board may add classifications as deemed necessary.
Section 3 - Active Membership
An active member is one who has satisfied all requirements for membership in the Club. This member shall be tendered all privileges and benefits of the Club.
Section 4 - Inactive Membership
The Board may accept applications for inactive status on a case-by-case basis The application to go inactive must be submitted in writing and must contain an explanation as to the reason for going inactive and must acknowledge any outstanding bills. If accepted, the inactive member would leave his or her bond with the Corporation, but would be excused from paying monthly dues and assessments. The member should make every effort to make sure all unpaid bills with the club are paid and that the bond is left at full value. The member would not have the right to vote or comment on club issues and would not be allowed to act as PIC of club aircraft. The Board may waive the PIC limitation when the inactive member is a designated club instructor and is acting as an instructor for a member in the club aircraft. An inactive member must apply in writing to the Board for reinstatement to active membership. If their bond was left in full and no bond funds were used to cover unpaid bills, the member, if approved will be re-instated to active status regardless of the number of active members. If less than the full bond has been at the clubs disposal, the member must wait for the next available membership opening, but must bring his or her bond to its original value while waiting.
Section 5 - Combination Membership
A combination membership is available for spouses of an active member. The spouse will be required to purchase a 1/2 share membership bond at the current value and will be granted active membership status. Each member will pay full monthly dues and have one vote each in Club affairs.
Section 6 - Membership Voting
Each active member shall have one vote in all general elections and other voting involving the total membership.
Section 7 - Number of Members
The total number of members in the Corporation at any one time will be at the discretion of the Board, and generally will be approximately fifteen active members per aircraft.
Section 8 - Membership Bond
The value of the membership share shall be determined by the Board, as well as the refundable and non-refundable portion. To increase the cost of bond of the active members, or change the refundable amount of current members bonds, shall require a majority vote by the active membership.
Section 9 - Resignation of Membership
A member may resign membership by notifying the Board of Trustees in writing. Upon resignation, the member is entitled to a refund of the returnable portion of his/her membership bond, less any moneys owed. But payment may be delayed for not more than six (6) months if Corporate financial demands so require.
Section 10 - Involuntary Termination of Membership
Members are required to operate under the Federal Aviation Regulations, accepted safety practices and Club Operating Instructions. The Board may by unanimous vote, terminate the membership of any member for breach of these requirements.
Section 11 - Assessment and Dues
The monthly dues and other assessments shall be determined by the Board of Trustees. Active members are required to share any financial obligations entered into by the Corporation and apportioned by the Board.
Section 12 - Unpaid Bills
Members shall not permit their individual unpaid bills to exceed 75% of the membership bond, or to remain unpaid through two consecutive monthly billings. Bills are due upon receipt. The status of the member not complying is subject to review by the Board. The Board may, by majority vote, prohibit the member from reserving Club aircraft until the entire balance owed is paid in full. The Board may by majority vote, if good intent is not shown by member, deduct the members unpaid bills from the refundable portion of the membership bond, terminate membership, and return the balance.
Section 1 - General
No member shall act as pilot-in-command of a Club aircraft unless in full compliance with the FARs and the Club Operating Instructions. A member under investigation by the Federal Aviation Administration must immediately notify the Board.
Section 2 - Operating Instructions
The Board shall have the authority to publish Club Operating Instructions for use by the members as deemed necessary.
ARTICLE 9 - CORPORATE PROPERTY
Section 1 - Title
All property purchased by the Corporation shall be placed in the title of the Corporation.
Section 2 - Maintenance
Maintenance of the Corporate aircraft shall be performed by appropriate F.A.A. licensed personnel.
Section 1 – Insurance
The Corporation shall carry at all times, hull insurance on all Corporate aircraft and liability insurance covering the operation of Corporate aircraft. The amount carried shall be established by the Board of Trustees.
Section 2 - Rules
If Corporate property is damaged the following applies:
- When the club member who was acting as Pilot-in-command (PIC), or receiving dual instruction in the Corporate aircraft, at the time of an accident was in violation of any Federal Aviation Regulation (FAR), state or federal law, or the Bylaws or Operating Instructions of the Club, the club member shall pay to the Corporation an amount up to 100 percent of the insurance deductible and of the damages sustained by the Corporate aircraft that is not paid by the insurance carrier.
- When no such violation(s) occur, the club member shall pay to the Corporation an amount up to 50 percent of the insurance deductible and of the damages sustained by the Corporation aircraft that is not paid by the insurance carrier.
- In all cases the amount to be paid shall be determined by the Board of Trustees at its sole discretion and shall not exceed the maximum percentages given above.
Section 1 - Period
The fiscal year of the Corporation shall commence on October 1, and end on September 30th of the next calendar year.
Section 1 - Procedure
These by-laws may be amended, altered, repealed or added to in any manner not inconsistent with the statutes of the State of New Jersey, or the provisions of the Certificate of Incorporation, by written consent of at least two-thirds of the members of the Corporation entitled to vote. Any amendments proposed to these by-laws must be submitted to all members of the Corporation, not less than two weeks prior to the date upon which said proposal is to be voted upon.
Section 1 - Required Vote
The Corporation may be dissolved by a two-thirds vote of the members entitled to vote.
Section 2 - Disposition of Assets
In the event of a vote to dissolve the Corporation, the assets shall be liquidated. Each member will be returned the refundable amount of his/her bond less any amount due on account. If sufficient funds are not available, the amount returned will be in proportion to the outstanding bonds.