By-Laws
MISHAWAKA
AIR ACTIVITIES, INC.
The
name of this Corporation as provided by its Articles of Incorporation shall be
Mishawaka Air Activities, Inc. (herein referred to as Corporation).
A. Exercise of
Corporate powers
All
corporate powers shall be exercised by a Board of Directors composed of the six
(6) elected officers described below and shall administer the business and
affairs of the Corporation. The Board of
Directors shall act on behalf of the membership in the financial decisions
affecting the Corporation, except that any acquisition or sale of aircraft or
other property must be presented to the membership for action.
B. Officers
The officers of this Corporation shall be a President, Vice
President, Secretary, Treasurer, Maintenance Officer and Safety Officer
C. Election
and tenure of office
The officers shall be elected annually by secret ballot of
the membership at the November meeting and shall hold office for a term of one
(1) year beginning on the next January 1st. At least thirty (30) days prior to the
election, a nominating committee shall be appointed by the President. The committee shall nominate at least one
candidate for each office. Members shall
be permitted to nominate candidates from the floor at the meeting up until the
election. The names of all candidates
shall be placed on the ballot. In case
more than two (2) are nominated for an office, the candidate receiving the
highest number of votes shall be elected to their respective office.
D. Duties of
Officers
1) President:
The President shall preside at all meetings of the membership and the
Board of Directors; shall sign or approve with the Treasurer, in the name of
the Corporation, all contracts, certificates, notes or other documents affecting
the business of or in any way binding upon the Corporation; shall coordinate the activities of the Corporation
and promote the general welfare of the organization;
and in the absence or disability of the Treasurer, the President shall
be vested with the powers of this office and shall perform all such duties.
2) Vice
President: The Vice President shall
perform the duties of the President in his absence or disability and in such
event shall be vested with all of those
powers. The Vice President shall be the
custodian of all membership files and maintain a list of members in good
standing, keeping track of the number of members by
specific classification; provide membership application forms and
process those competed by prospective new members. He/she will present new member applications
to the Board of Directors for timely review and vote and at the next regular
membership meeting.
3) Secretary: The Secretary shall prepare and keep a file
of minutes for all regular and special meetings of the Board of Directors and
the membership; present the prior membership
meeting minutes at each membership meeting for review and acceptance; and shall maintain files for all correspondence
generated in the operation of the Corporation.
The Secretary files shall be open to inspection by the Board of
Directors or by any member at any reasonable time.
4) Treasurer: The Treasurer shall maintain adequate and
correct accounts of the Corporation’s properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses and capital surplus as well as payment of the Corporation’s obligations,
and collection of dues and assessments;
present a report at each monthly membership meeting for review and acceptance; shall be complete and file the annual
Corporation’s financial report to any Federal, State or local government agency
and make such payments with the Corporations funds as may be required by
law. The Treasurer files shall be open
to inspection by the Board of Directors or by any member at any reasonable
time.
5) Maintenance
Officer: The Maintenance Officer
shall be responsible for upkeep of all the Corporation’s equipment (airplanes,
hangars, tools, etc.); shall make a reasonable
effort to keep all the club’s aircraft airworthy at all times by scheduling
time for required and regular inspections as well as preventative and minor
maintenance; and strive to keep aircraft
grounded and down time to a minimum. The
Maintenance Officer will appoint a “Plane Captain” member for each airplane and
as many “Hangar Captain” members as practical
and will supervise and coordinate maintenance with these individuals and present the officers and other members with a
maintenance report at each regular monthly meeting and an annual maintenance
policy/plan in December for the following year, which will be updated as may be required.
6) Safety
Officer: The Safety Officer shall be responsible for developing and
implementing a safety program for the Corporation and its members and other
safety related activities deemed necessary by the Board of Directors. The Safety Officer shall be the chair of any
accident review committee appointed by the President or the Board of Directors.
E. Vacancies
A
vacancy in the Board of Directors exists in the event of the death, resignation
or removal of any officer; an increase in the authorized number of officers; or
the failure of the members to elect the authorized number of officers in the
annual election. One or more vacancies
may be filled by appointment with consensus of the remaining officers or by a
sole remaining officer. Each officer so
appointed shall hold office until a successor is elected.
F. Removal of
officers
The
entire Board of Directors or any individual officer may be removed from office, without cause, by a majority vote of
the members present at a regular or special meeting of the membership.
G. Meetings
Regular
meetings of the Board of Directors should be held on a monthly basis. Special meetings of the Board of Directors
may be held at any place or time.
Special meetings shall be called by the President; or if absent, unable
or refuses to act; by any two (2) officers.
H. Quorum
A
majority of the authorized number of Corporation officers constitutes a quorum
for the Board of Directors at any Regular or Special meeting. Every act done, decision made or resolution
passed by the majority of the officers present at a meeting duly held at which
a quorum is present is the act of the Board of Directors. In the case of an emergency with one or more
aircraft, hangar or other property of the Corporation and a quorum cannot be
assembled by telephone calls, the officer (s) available shall have the authority
to make short term decisions to handle the emergency.
I.
Qualifications
Each
member of the Board of Directors must be a voting member of the Corporation in
good standing.
J. Policies and Procedures
The
Board of Directors shall maintain written
Policies and Procedures easily accessible to members. These shall determine other operational
details not covered in these By-Laws.
Additions and changes to such Policies and Procedures can be made with a
simple majority vote at any regular or special membership meeting unless
otherwise stated in such Policies and Procedures. Members shall receive written notice of any
additions or changes.
ARTICLE IV Membership
A. All members of the Corporation who operate
airplanes based at the Mishawaka Pilots Club (herein referred to as MPC) must
have and maintain membership in the Mishawaka Pilots Club. If not already an MPC member, any such new
member should have their application into MPC at the next regular MPC
meeting. Members who only operate
Corporation airplanes based at another airport may not be required to have
membership in the MPC. This in no way
requires the Corporation to base and maintain aircraft at any airport other
that the corporate base of operation, the MPC.
New member candidates and current members desiring not to be members of
the MPC must be made aware of this and have no recourse against the Corporation
in the event that the Corporation no longer bases aircraft anywhere other than
its base of operations.
B. The initiation fee of $450 shall be charged
to each new member and $100 to each new “Family” member. The initiation fee for a member who resigned
in good standing and wants to rejoin the Corporation may
be charged or waived at the discretion of the Board of Directors. This fee is non-refundable except for section
D. below and non-transferable.
C. Family Membership: The spouse and each dependent child (minimum
age of sixteen up to that allowed for deduction on federal income tax) of a
member may apply for a family membership.
Family members may not vote at meetings of the Corporation, nor hold an
office. Only one member of the family
may reserve a corporation aircraft at the same scheduled time. A family member may apply for a regular membership
when she/he no longer qualifies for a family membership, or when she/he desires
full membership privileges. Upon approval of the application by the membership,
the former family member will pay the difference between the regular and family
initiation fee.
D. A new member may be checked out and then fly
Corporation airplanes after approval by the Board of Directors but must be
confirmed by majority vote at the next regular membership meeting for full
rights and privileges. New members will
be on probation for ninety (90) days following acceptance and payment of the
initiation fee and may be terminated by majority vote of members present at a
regular or special meeting for due cause.
If terminated, the initiation fee, less any outstanding charges, dues,
and assessments, will be refunded.
E. Any member may voluntarily terminate
membership by submitting a letter of resignation to the Treasurer and paying
all outstanding dues, charges and assessments.
F. Members who wish to retain their membership
in the Corporation but for whatever reason do not wish to use the Corporation
aircraft may change their status from “Flying” to “Stand-by” as detailed in the
Policies and Procedures.
G. Upon recommendation by the
Board of Directors, the Corporation may, with just cause, terminate any member
by a majority vote of the members present at a regular or special meeting. All members are required to follow the
Corporation’s policies and procedures.
H. The membership of any member who is in
default in payment of dues, charges or assessments for a continuous period of
ninety (90) days can be automatically terminated and denied all rights,
privileges and previous contributions of such member shall be forfeited as and
for liquidated damages at the discretion of the Board of Directors.
I. The amounts for monthly dues
and airplane charges will be stated in the Corporation’s Policies and
Procedures.
J. Special assessments of members may be
recommended by the Board of Directors and must be approved by the majority of
the membership at a regular or special meeting, provided written notice is sent
to all members at least ten (10) days prior to the meeting.
K. Regular meetings of the members shall be held on the
third Thursday of each month. The exact
date may be change by the Board of Directors for what is considered a good
reason with the members notified at least ten (10) days prior, but a meeting
must be held at least once each month.
L.
Special meetings may be called by the
President or the Board of Directors provided written notice is made to all
members at least ten (10) days prior to the meeting.
M. A membership meeting quorum consists of ten
percent (10%) of the membership in good standing.
N. No member of the Corporation shall be
authorized to make purchases in the name of the Corporation except with
approval of a member of the Board of Directors or as set forth in the official
capacity as an officer or other position as appointed.
ARTICLE V Accidents, Liabilities, Damages
A. The Corporation shall at all times cover all
aircraft with public liability and property damage insurance to protect the
Corporation and the members against liability actions, suits for damages or
judgments of third persons or members.
The Corporation shall, at the discretion of the Board, provide insurance
against physical damage sustained by its aircraft (such coverage commonly known
as hull insurance) with a reasonable deductible provision.
B. In the event of an accident with damage to or
destruction (partial or complete) of any Corporation aircraft, the pilot in
command or member receiving instruction from a certified flight instructor at
the time of the incident shall be liable for $1500.00.
C. In case of any loss as
outlined in B. above, the President or Board of Directors shall appoint three
(3) Corporation members with the Safety Officer as the chair to serve as an
accident review committee. Such
committee shall make whatever inquiries it deems necessary and provide a full
report, together with any recommendations, to the Board of Directors.
D. The Board of Directors may, at its
discretion, waive payment of the deductible amount paid by the member for
reasons such as mechanical failure, acts of God, or damage caused by a third
party whose own insurance covers such loss.
E. In the event that any member be found by the
accident review committee to have caused loss to the Corporation’s aircraft due
to: 1.
The influence of illegal drugs or alcohol; 2. Careless or reckless behavior affecting the
aircraft; 3. Willful or wanton violation
of any federal, state or local regulations; such member or his/her estate will be liable for any such loss not
recoverable under the Corporation’s insurance.
F. In the event of an accident or incident with
damage to any Corporation aircraft the member’s flying privileges will be
immediately suspended. If the review as
outlined in section C. above reveals a lack of piloting skill, poor judgment or
ignorance of the FAR, Corporation rules or policies and procedures, or any
government regulations, the member’s flying privileges will remain suspended
until completion of a mandatory retraining period (including ground school, if
necessary) initiated by and under the supervision of the Corporation’s Safety
Officer. After satisfactory completion
of such retraining, the Board of Directors, at its discretion, may restore
flying privileges to the member.
ARTICLE VI Operation of Aircraft
A. Each member shall perform a thorough
pre-flight inspection of the Corporation aircraft prior to any flight. All discrepancies, including any structural
or other damage, shall be reported at a minimum in the aircraft’s squawk
book. Any damage discovered subsequent
to a member’s flight, which has not been reported, may
be charged to the member failing to report such discrepancy at the discretion
of the Board of Directors.
B. All members shall be checked out by a CFI per
the Corporation’s policies and procedures before operating a Corporation
aircraft.
C. The FAR, the Corporation’s policies and
procedures and all local airport rules must be observed at all times.
D. The Corporation aircraft may be used for
instructional purposes only when a flight status member in good standing is
receiving the instruction. Instructors
holding membership in the Corporation may not use the Corporation aircraft or
equipment to instruct or charge for hire any person not a member of the
Corporation except for a one time introductory flight for a prospective new
member.
E. If a Corporation aircraft is judged to be not
airworthy by any member, the defect shall be entered into the aircraft squawk
book and other provisions as stated in the Policies
& Procedures must be followed.
F. No member shall fly a Corporation aircraft
without having scheduled it with the Flight Scheduling System per the
Corporation’s policies and procedures.
Reservations for aircraft use will be considered expired after 30
minutes from the start if the member reserving it is not at the airplane
reserved. If another member wants to use
an aircraft under this circumstance, he/she is
to call the member who has it reserved requesting the
reservation be cancelled. If the member
who has the aircraft reserved cannot be contacted, the member may proceed to
use the airplane after informing the original reserving member by message on
the Flight Scheduling System or on the member’s telephone and leaving a hand
written note in the hangar where the aircraft is
based.
G. No cross-country flights beyond a twenty-five
(25) mile limit shall be allowed by any member holding a student pilot’s
certificate unless the student has the permission of or is accompanied by an
instructor.
H. No member shall use the Corporation aircraft
for hire nor shall he/she rent or lend any
Corporation aircraft to any other person.
No person other than a flying status member of the Corporation is authorized
to use or operate a Corporation aircraft, except as may be required by FAA
approved repair stations. Pilots and
student pilots who are not members of the Corporation may not serve as pilot in
command, even if in the accompany of a qualified Corporation member. All student pilots must use a qualified and
currently rated CFI as detailed in the Corporation’s policies and procedures.
I. Members shall be liable for all damage
resulting from landings and takeoffs not at a designated airport, except in an
emergency.
J. Members shall be liable for full cost and
responsibility of retrieving a stranded aircraft except when: (1) The aircraft ceases to be airworthy at no
fault of the pilot. (2) An instructor determines
it is in the best interest of the Corporation to retrieve the aircraft and
student pilot when notified of difficulties.
(3) Another Corporation member, while receiving flight instruction or in
a planned flight, is able to assist by transporting the responsible pilot or
his/her designee to the stranded aircraft.
(4) If on approved Corporation business, becomes stranded for weather or
mechanical reasons. Note: The member is still responsible for
K. All members are subject to periodic review of
a systems operational review of Corporation aircraft as may be required by the
Safety Officer.
L. Other requirements for
member use of the various Corporation aircraft are to be detailed in the
Corporation’s policies and procedures.
ARTICLE VII Amendments
By-laws
of the Corporation may be adopted, amended or repealed by vote or written
assent of twenty-five (25) percent of the members eligible to vote, provided
that written notice of the intent to amend, repeal or adopt changes me mailed
to all members at least ten (10) days in advance of a regular or special
meeting.
ARTICLE VIII Fiscal Year
The
fiscal year of the Corporation shall be the same as the calendar year.
These
By-laws were amended and approved by the membership on: April 21, 2005.
These By-Laws replace those approved on:
November 1987
January 1988
June 1990
May 1992
June 1992
October 1993
November 1993
January 1994
April 1998
June 2003