BAA By-Laws

  BYLAWS
BEAUFORT AVIATION ASSOCIATION

ARTICLE I.
GENERAL
The following paragraphs contain provisions for the regulation and management of the Beaufort Aviation Association, Beaufort, South Carolina

ARTICLE II.
PURPOSES
The purposes of the Association are to help create new aviators and the re-activation of lapsed pilot licenses; to shape aviation knowledge, information, proficiency, and resources among Association Members, prospective aviators, and the local community; and to promote the improvement of Beaufort County Airport.

ARTICLE III.
OFFICES
Section 1. The principal office of the Chapter shall be located in the State of South Carolina in the City of Beaufort.

ARTICLE IV.
MEMBERSHIP
Section 1. Eligibility for Membership. Eligibility for Membership is open to any person and corporation with an interest in aviation.
Section 2. Types of Membership. There are two types of Membership: Single Person and Corporate.
Section 3. Duration of Membership. The duration of Membership shall be one (1) year from the date of payment of the full annual dues on Jan. 1 of each year.
Section 4. Voting Privileges of Membership. Voting privileges shall be limited to Members with one vote per Single Person Membership and one vote per Corporate Membership.
Section 5. Removal of a Member from Membership. Membership is a privilege, which requires an appropriate commitment from each Member. Each Member shall accept the responsibilities of Membership, and by acceptance agree to promote the Association. In the event a Member fails to meet these requirements, they may be asked to relinquish their Membership in accordance with the following conditions:
(a.)Any Member, who by intentional negligent or reckless deed or action, harms or jeopardizes the reputation or assets of the Association, may be called before the Association officers for review. Upon conclusion of a review, the officers may upon finding reasonable cause, recommend to the Association Membership that said Member be removed from Membership. Said Member may then be removed, by a majority vote of eligible Members at any regular or special Association Membership Meeting where a quorum exists.
(b.)Any Member who fails to remit their Association dues shall be considered removed from Membership.
Section 6. Resignation of Membership. Any Member may resign their Membership at any time by delivering to any Association Officer a written notice of resignation. The resignation of Membership shall become effective on the date stated in the written notice. In the event the written notice of resignation does not contain an effective date, the date the Member delivers the written notice to any Association officer shall become the date of resignation.

ARTICLE V.
DUES
Section 1. Annual Dues. The dues will be determined by the officers and approved by a three-fourths (3/4s) majority of the Members present at a regular meeting of the Members.
Section 2. Collection of Dues. Payment of dues shall be made to the Association Treasurer and shall be payable January 1 of each year for the period of January 1 through December 31. Membership privileges will end on April 1 if dues are not paid by April 1. Any new Member joining during the calendar year will be required to pay dues on a pro-rata basis for the remainder of that calendar year.

ARTICLE VI.
MEETINGS OF MEMBERS
Section 1. Meetings of Members
(a.)Meetings of the Members may be held at such time and place as the President may determine, or as may be called by a majority of the Association officers. Notice of meetings of the Members, stating the time, place, and in general terms the purpose of the meeting, shall be given to Members no later than twenty-four (24) hours before the meeting.
(b.)For any meeting where a vote will be taken for the adoption of resolutions, Members will be notified in writing no less than five (5) days prior to the meeting.
(c.)At any meeting of the Members, each voting Single and Corporate Member shall have only one (1) vote.
(d.)At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing. A proxy may be revoked by the Member signing the proxy at any time prior to the commencement of the meeting for which the proxy is sought to be utilized.
(e.)At any meeting of the Members, a quorum shall consist of 25% of the total voting Membership of the Association, whether represented in person or by proxy.
(f.)A majority vote of the Members present is necessary for adoption of any resolution and for the election of a Member to an Association office.
(g.)The President, or in his/her absence the Vice President, or in the absence of both the President and Vice President, the Secretary, or in the absence of the President, Vice President and Secretary, the Treasurer, or in the absence of all officers, a chairman elected by the Members present shall call the meeting to order, and shall act as the presiding officer thereof.
Section 2. Annual Meeting
(a.)The annual meeting of the Members will be a regular meeting prior to November 30 each year.
(b.)Written notice of the annual meeting of the Members shall be given to each Member in good standing at least five (5) days before such meeting.
(c.)At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be in writing and either delivered or sent electronically to the Secretary at least twenty-four (24) hours prior to the commencement of the meeting at which the proxy is sought to be utilized. A proxy may be revoked by the Member signing the proxy at any time prior to the commencement of the meeting for which the proxy is sought to be utilized
(d.)At the annual meeting in an election year, the Members shall elect the officers as constituted by these bylaws.

ARTICLE VII.
OFFICERS
Section 1. General. The officers of the Association shall at a minimum consist of a President, Vice President, Secretary, and Treasurer. Any two offices may be held by the same person, except the offices of President and Secretary. The officers of the Association shall be natural persons of the age of eighteen (18) years or older. In all cases where the duties of any officer are not described by the Bylaws such officer shall follow the orders of the President.
Section 2. Appointment and Term of Office. The officers shall be elected by the Members at the annual meeting of an election year, and shall hold office for a period of twenty-four (24) months, beginning January 1 and ending December 31.
Section 3. Removal. Any officer may be removed by a majority vote of the Members when in their judgment the best interests of the Association will be served thereby.
Section 4. Vacancies. A vacancy in any office, however occurring, may be filled by the Members in a Special or Regular meeting for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. The President shall, when present, preside at all meetings of the Members, and may sign, with the Secretary or any other proper officer of the Association all documents to be executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Bylaws from time to time.
Section 6. Vice President. The Vice President shall assist the president and shall perform such duties as may be assigned by the President. In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President.
Section 7. Secretary The Secretary shall:
(a.) keep minutes of the proceedings of the meetings;
(b.) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
(c.) be custodian of the corporate records of the Association; and
(d.) perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President.
Section 8. Treasurer. The Treasurer shall be the principal financial officer of the Association and shall have the care and custody of all funds and other property of the Association and shall deposit the same in accordance with the instructions of the President. The Treasurer shall receive and give receipts for monies due and payable to the Association from any source whatsoever, deposit all such monies in the name of the Association such depositories selected by the Association, and shall pay out of the funds on hand all bills and other just debts of the Association of whatever nature. The Treasurer shall perform all other duties incident to the office of Treasurer and, upon request of the Association officers, shall make such reports to it as may be required at any time. The Treasurer shall have such other powers and perform such other duties as may be from time to time prescribed by the President. The Treasurer shall also be the principal accounting officer of the Association, and shall prescribe and maintain the methods and systems of accounting to be followed, keep correct and complete books and records of account.

ARTICLE IX.
FIDUCIARY MATTERS AND CONFLICTS OF INTEREST
Section 1. General Standards of Conduct for Officers.
(a.) Discharge of Duties: Each officer with discretionary authority shall discharge the officer's duties under that authority (i.) in good faith; (ii.) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (iii.) in a manner the officer reasonably believes to be in the best interests of the Association.
(b.) Reliance on Information, Reports, Etc.: In discharging duties, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (i.) and one or more officers of the Association whom the officer reasonably believes to be reliable and competent in the matters presented; (ii.) legal counsel, a public accountant or another person as to matters the officer reasonably believes are within such person's professional or expert competence. An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section unwarranted.
(c.) Liability to Association Members: An officer shall not be liable as such to the Association or its Members for any action taken or omitted to be taken as an officer, as the case may be, if in connection with such action or omission, the director or officer performed the duties of the position in compliance with this Section.
Section 2. Conflicts of Interest.
(a.) Definition: A conflict of interest arises when any "responsible person" or any "party related to a responsible person" has an "interest adverse to the Chapter." A "responsible person" is any individual in a position to exercise substantial influence over the affairs of the Association, and specifically includes, without limitation, officers of the Association. A "party related to a responsible person" includes his or her extended family (including spouse, ancestors, descendants and siblings, and their respective spouses and descendants), an estate or trust in which the responsible person or any Member of his or her extended family has a beneficial interest or a fiduciary responsibility, or an entity in which the responsible person or any Member of his or her extended family is a director, trustee or officer or has a financial interest. "An interest adverse to the Association " includes any interest in any contract, transaction or other financial relationship with the Association, and any interest in an entity whose best interests may be impaired by the best interests of the Association including, without limitation, an entity providing any goods or services to or receiving any goods or services from the Association, an entity in which the Association has any business or financial interest, and an entity providing goods or services or performing activities similar to the goods or services or activities of the Association.
(b.) Disclosure: If a responsible person is aware that the Association is about to enter into any transaction or make any decision involving a conflict of interest, (a "conflicting interest transaction"), such person shall: (i.) immediately inform those charged with approving the conflicting interest transaction on behalf of the Association of the interest or position of such person or any part related to such person; (ii.) aid the persons charged with making the decision by disclosing any material facts within the responsible person's knowledge that bear on the advisability of the Association entering into the conflicting interest transaction; and (iii.) not be entitled to vote on the decision to enter into such transaction.
(c.) Approval of Conflicting Interest Transactions: The Association may enter into a conflicting interest transaction provided either:
(i.)          The material facts as to the responsible person's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Association officers that authorizes, approves or ratifies the conflicting interest transaction, and the officers in good faith authorizes, approves or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested officers, even though the disinterested officers are less than a quorum; or
(ii.)         The material facts as to the responsible person’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Members, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the Members entitled to vote thereon; or
(iii.)        The conflicting interest transaction is fair as to the Association.
Section 4. Liability of Officers for Unlawful Distributions.
(a.) Liability to Association: An officer who votes for or assents to a distribution made in violation of law or the Bylaws of the Association shall be personally liable to the Association for the amount of the distribution that exceeds what could have been distributed without violating the law or the Bylaws if it is established that the officer did not perform the officer's duties in compliance with the general standards of conduct for officers set forth herein.
(b.) Contribution: An officer who is liable under Section 4 for an unlawful distribution is entitled to contribution: (i.) from every other officer who could be liable under Section 4 for the unlawful distribution; and (ii.) from each person who accepted the distribution knowing the distribution was made in violation of law or the Bylaws, to the extent the distribution to that person exceeds what could have been distributed to that person without violating the laws of the state of South Carolina.
Section 5. Loans to Directors and Officers Prohibited. No loans shall be made by the Association to any of its officers or Members. Any officer who assents to or participates in the making of any such loan shall be liable to the Association for the amount of such loan until the repayment thereof.

ARTICLE X.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts: Officers or agents of the Association are authorized by these Bylaws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc.: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the officers.
Section 3. Expenditures: All expenditures in an amount greater than one hundred dollars ($100) shall be approved by any two of the Association officers.
Section 4. Deposits: All funds of the Association shall be deposited from time to time to the credit of the Association in such banks or other depositories as the officers may select.
Section 5. Gifts: The officers may accept on behalf of the Association any donation, contribution, gift, bequest or device for the general purposes or for any special purpose of the Association.

ARTICLE XI.
COMMITTEES
Section 1. Nominating Committee: There shall be established a Nominating Committee of the Members which if established, shall consist of the president of the Association and two other Members to be appointed by the president. The Nominating Committee shall present nominations to the Members to fill vacancies of officers and shall make nominations for the officers of the Association. Such nominations shall be so presented not later than ten(10) days prior to the annual meeting.
Section 2. Other Committees: The officers may establish such other committees as it deems necessary to carry out the duties of the Association. The members of each committee shall be appointed by the President. The officers shall by resolution provide for the rules of operation for each committee established.

ARTICLE XII.
AMENDMENT OF BYLAWS
Section 1. The power to alter, amend, or repeal the Bylaws or adopt new Bylaws is vested in the Membership. The Bylaws may contain any provisions for the regulation or management of the affairs of the Association not inconsistent with the law of the State of South Carolina.
Section 2. These Bylaws may be amended at any time by a two-thirds (⅔) vote of the Membership present at a regular or special meeting, provided that at least five (5) days prior notice has been given, including the language proposed to be changed, added or deleted in accordance with the notice requirements of these Bylaws.

ARTICLE XIII.
DISSOLUTION
Upon dissolution of the Association, the assets of the Association shall be distributed to 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.

CERTIFICATE OF BYLAWS
I hereby certify that the foregoing Bylaws were adopted by the membership on this ____________________day of _________________________, 20_______________.

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Secretary

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Printed Name of Secretary