DENVER EAA CHAPTER 43
                                                                                              
EAA CHAPTER 43, The Mile High Chapter.  The Oldest EAA Chapter In Colorado Established in 1958  
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                                                       29, November 1998                     

 

Article I.           Name

                        The name of this organization in Mile High EAA Chapter 43, Incorporated.

 Article II.          Location

                         The office for the transaction of business for the organization shall be located in Broomfield, Colorado, Jefferson County.

 Article III.         Purpose  

The organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that quality as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

                         In addition, this organization:

1.        promotes and encourages membership in the Experimental Aircraft Association,

2.        supports the mission, vision, goals and objectives of the Experimental Aircraft Association through membership programs and services facilitated through the “grassroots” of network of the “EAA Chapter Family”,

3.        promotes and encourages an atmosphere where all are welcome to join-in and become a part of recreation aviation through “grassroots” participation,

4.        promotes and encourages the sport and hobby of recreation aviation,

5.        promotes and encourages an environment that fosters and facilitates safety in the design, construction, restoration, and operation of all types of aircraft, including ultralight vehicles, and

6.        Promotes a positive, productive, and cooperative relationship between the membership of this organization and those governmental agencies and private enterprises that provide aviation services and aviation facilitates available to the members of this organization.

 Article IV.         Membership

                         Eligibility for Membership: Eligibility for membership in this organization is open to any person who has an interest in recreation aviation.

                         Classifications of Membership: There are five (5) types of membership available in this organization. These memberships are; regular, associate/introductory, honorary/complimentary, special, and family.

                         The specific details of these membership classifications are described in the following paragraphs:

 

1.       Regular Membership: A regular member of this organization shall be any person who meets the requirements of membership in this organization, joins this organization, pays the appropriate membership dues for this organization, and is a member of the Experimental Aircraft Association, Incorporated in Oshkosh, Wisconsin.

2.       Family Membership: A family member of this organization shall be any family, including parents and children under the age of nineteen (19), who meet the requirements of membership in this organization, joins this organization, pays the appropriate membership dues for this organization, and are family members of the Experimental Aircraft Association, Incorporated in Oshkosh, Wisconsin.

3.       Associate/Introductory Membership: An associate/introductory member shall be any person who meets the requirements of membership in this organization, joins this organization, pays the appropriate membership dues for this organization, however, who has not yet joined the Experimental Aircraft Association, Incorporated in Oshkosh, Wisconsin.

4.       Honorary/Complimentary Membership: A honorary/complimentary member shall be any person the membership of this organization wishes to extend a “free” membership to in recognition and appreciation of that person’s support for this organization.

5.       Special Membership: A special member shall be any person who meets the requirements of membership in this organization, however, for economic reasons cannot afford to pay the appropriate membership dues for this organization.

 Duration of Membership: Duration of membership shall be dependent upon continued fulfillment of all membership requirements, including the paying of appropriate membership dues in this organization. Duration of membership of Associate/Introductory Membership is limited to one (1) year and must be converted to a Regular Membership or Family Membership in order to continue membership in this organization. Honorary/Complimentary Membership of Special Membership may be extended or continued beyond one (1) year at the discretion of the members of this organization.

Voting Privileges of Membership: Voting privileges of membership in this organization shall be limited to Regular Members, Family Members (excluding children), and Special Members. Associate Members and Honorary/Complimentary Members shall not have voting privileges in this organization.

 

Expulsion of Membership: Membership in this organization is a privilege, which requires an appropriate commitment from each member. With membership, each member shall accept the responsibilities of membership and by acceptance agrees to promote this organization and protect this organization to the best of their abilities. In the event a member fails to meet the requirements of membership, they agree to accept removal of membership in accordance with the following conditions:

 

1.       Any member, who be deed or action, harms of jeopardizes the reputation or other valuable assets of this organization, may be removed from membership in this organization, by a two-thirds (2/3) vote of eligible members at any regular membership meeting.

2.       Any member who fails to keep their membership dues in this organization current shall have their membership suspended after ninety (90) days. In the event the member’s membership dues become one hundred and twenty (120) days over due, it is understood that the member has voluntarily surrendered their membership in the organization and they shall be considered expelled from membership.

 

                        Resignation of Membership: Any member may resign their membership in this organization at any time by delivering to any Officer in the organization written notice of their resignation. The resignation of membership shall become effective on the date as stated in the written notice. In the event the written notice of resignation does not contain an effective date the resignation, the date the member delivers the written notice shall become the date of resignation.

 

  

Article V.          Membership Dues and Assessments

 

                        Membership Dues and Assessments:  The organization may at the discretion of the membership determine appropriate dues and assessments for membership. The rate of dues or the amount of assessment shall be determined by the membership at any regular membership meeting by a two-thirds (2/3) vote of eligible members. Dues and assessments shall be paid to the Treasurer of the organization or any person they may designate. Dues are to be annual and are payable upon joining the organization, or on January 1 of each year. Dues shall be wholly earned and will not be pro-rated in the event of expulsion or resignation of membership in the organization. Honorary/complimentary members and special members shall not be required to pay any membership dues or assessments.

 

Article VI.         Officers

                       

                        Executive Officers:

1.       The Executive Officers of this organization shall be; President, 2-Vice Presidents, Secretary, and Treasurer.

2.       The term of office for all Executive Officers shall be one (1) year.

3.       The Executive Officers shall be elected at the regularly scheduled November membership meeting and shall hold office for one (1) year from the date of installation. Installation of Executive Officers shall be at the January membership meeting following their election.

4.       The treasurer may be bonded in an amount to be determined by the Executive Officers of the organization. The bond premium shall be at the expense of the organization.  

                        Duties of the Executive Officers:

1.       The President of the organization shall be the Chief Executive Officer of the organization and the Board of Directors. The President of the organization may call any special meeting of the members of the Board of Directors and shall have, subject to the advice and control of the Board of Directors, general charge of the business of the organization. The President of the organization shall execute with the Secretary of the organization all contracts and instruments which have first been approved by the Board of Directors of the organization. In case of the absence or disability to the Treasurer, the President of the organization may execute checks for the expenditures of the organization authorizes by the Board of Directors of the organization.

2.       The Vice President of the organization shall be vested with all the powers and shall perform the duties of the President of the organization in case of the absence, disability, or inability, for any reason, of the President of the organization, to perform the duties of his office. The Vice President of the organization shall also perform such duties connected with the operations of the organization as he may undertake at the suggestion or direction of the President of the organization.

3.       The Secretary of the organization shall have the responsibility to take and publish minutes of all meetings of the members and the Board of Directors. The Secretary of the organization shall attend to the giving and serving of notice of all meetings of the members and Board of Directors and otherwise. The Secretary, with the assistance of the Membership Chairperson, shall keep a proper membership book or record showing the name of each member of the organization, the bylaws of the organization, non-profit incorporation, and such other books and papers as the Board of Directors of the organization may direct. The Secretary shall execute, along with the President or the organization, in the name of the organization, all contracts and instruments that have been first approved by the Board of Directors of the organization. The Secretary shall perform all other duties incident to the office of Secretary, subject to the control of the President of the organization and the Board of Directors of the organization, as directed by them.

4.       The Treasurer of the organization and the President and/or Vice President shall execute in the name of the organization, all checks for the expenditures authorized by the Board of Directors of the organization. The Treasurer of the organization shall receive and deposit all funds of the organization in a bank selected by the Board of Directors of the organization, which funds shall be paid out only by check as provided. The Treasurer of the organization shall also account for all receipts, disbursements and the balance of funds on hand. The Treasurer of the organization shall perform all other duties incident to said office subject to the control of the President and the Board of Directors of the organization as directed by them. The Treasurer of the organization shall be responsible for the actuate maintenance of all insurance records of the organization, including to proper application, binding, and premium payment for all necessary insurance provide or required by the Experimental Aircraft Association. 

Article VII.        Board of Directors                       

1.       The power, business, and property of the organization shall be exercised, conducted and controlled by the Board of Directors of the organization.

2.        The Board of Directors of the organization shall consist of the following:

a.       Class I Director: Class I Directors shall be the elected President, Vice Presidents, Secretary, and Treasurer.

b.       Class II Director: Class II Directors shall be four (4) additional members of the organization elected to the position of Class II Director as described herein.

c.       The term of office for the elected board members will be two (2) years. Two members elected in even numbered years and two elected in odd numbered years.

3.       The President of the organization shall preside over the Board of Directors as its Chairman.

4.       In case of a vacancy on the Board of Directors for the organization, the President shall appoint a replacement, subject to the approval of a majority of the Board of Directors.

5.       Meetings of the Board of Directors of the organization shall be called at any time on the order of the President or on the order of a two-thirds (2/3) majority of the Board of Directors.

6.       Notice of Meetings of the Board of Directors of the organization, stating the time and general purpose of the meeting, shall be mailed or personally given to the Board of Directors at least 48 hours prior to the time of the appointed meeting. If all Directors shall be present at a meeting, any business of the organization may be transacted without previous notice of the meeting.

7.       A two-thirds (2/3) majority of the Board of Directors of the organization shall constitute a quorum of the Board of Directors at all meetings and the affirmative vote of a majority present shall be necessary to pass any resolution or authorize any act of the organization.

8.       Each member of the Board of Directors of the organization shall serve as a Director without compensation.

9.       The Board of Directors of the organization shall have the power and authority to promulgate and enforce all rules and regulations pertaining to the use and operation of the organization property and to do and perform, or cause to be done and performed, any and every act which the organization my lawfully do and perform. 

Article VIII.       Meeting of Members 

1.       All meetings of the members of the organization, except as herein otherwise provided, shall be held at a place to be determined by the President of the organization.

2.       Notice of any meeting of the members of the organization shall be given by notice published in a recognized publication of the organization, such as the organization newsletter, before such meeting.

3.       Special meetings of the members of the organization may be held at such time and place as the President of the organization may determine, or may be called by a two-thirds (2/3) majority of the Board of Directors of the organization.

4.       Notice of special meetings of the member of the organization, stating the time and in general terms the purpose of the meeting, shall be given in a like manner as the notice required for the regular meetings.

5.       At any meeting of the members of the organization, a quorum shall consist of at least one-half (1/2) of the members who are present and in good standing.

6.       The President of the organization, or in his or her absence the Vice President of the organization, or in the absence of the President and Vice President, Chairman elected by the members of the organization present, shall call the meeting of the members of the organization to order and shall act as the presiding officer.

7.       At every meeting of the members of the organization, each voting member shall have only one (1) vote. In the absence of a member of the organization, he or she shall have the right to vote by proxy.

8.       A majority of the members of the organization present or represented by proxy is necessary for the adoption of any resolution, except any resolution that calls for the organization to separate its relationship with the Experimental Aircraft Association, Incorporated, in which case a majority of not less than eighty percent (80%) of the members of the organization present or represented by proxy is necessary for the adoption of any such resolution.

 

Article IX.         Vacancies (President, Vice President, Secretary, Treasurer) 

                        If the office of President, Vice President, Secretary, or Treasurer of the organization become vacant for any reason, the Board of Directors of the organization shall elect a successor who shall hold the office for the remainder of the normal term.

 

Article X.          Elections

 

1.       The President of the organization shall appoint a nominating committee made up of at least three (3) regular members of the organization. The appointment of the nominating committee shall take place in August.

2.       The appointments to the nominating committee will be announced to the members of the organization at the regular meeting of the organization in August. In addition, the names of the regular members of the organization appointed to the nominating committee shall be published in the next newsletter of the organization.

3.       Beginning in August, the nominating committee shall canvas current officers and directors of the organization to determine if they wish to seek re-election to their current position in the organization. The nominating committee shall also canvas the members of all committees and groups within the organization to seek out any regular members of the organization who may be interested in seeking an elected position within the organization. Further, the nominating committee shall communicate among the membership of the organization to seek out any other members of the organization who may be interested in seeking an elected position within the organization.

4.       At the October regular membership meeting of the organization the nominating committee shall present to the membership of the organization the nominations they have obtained. In addition open nominations will be accepted from the members of the organization present.

5.       Once all nominations have been received from the membership of the organization, the slate of nominees will be posted at the regular meeting place of the organization and be published in the next newsletter of the organization.

6.       Elections of officers and directors of the organization will take place at the November regular meeting of the membership of the organization. Voting shall be done by written ballot and the election shall be monitored by three (3) members of the organization appointed by the Board of Directors of the organization. All ballots will be counted and confirmed by the monitors and the results of the election announced to the members of the organization present.

7.       All elected officers and directors of the organization shall assume their responsibilities at the January regular meeting of the membership of the organization.  

Article XI.         Transition of Leadership 

1.       The membership of the organization recognizes the importance of a smooth transition of leadership. Therefore, following the election of officers and directors of the organization, the incumbent and newly elected officers and directors shall organize and hold a transition meeting wherein the records and information of the organization may be passed on to the elected officers and directors of the organization.

2.       During the transition meeting, the elected officers and directors of the organization shall review the bylaws of the organization so to ensure they are clearly known and understood.

3.       During the transition meeting, the elected officers and directors of the organization shall review the incorporation of the organization to ensure the incorporation is current and that the organization is properly incorporated as a non-profit corporation.

4.       During the transition meeting, the elected officers and directors of the organization shall review the reported status of the organization to ensure that all proper notifications have been forwarded to the Experimental Aircraft Association as prescribe.

5.       During the transition meeting the elected officers and directors of the organization shall review the insurance coverage requires as specified by the Experimental Aircraft Association to ensure all proper insurance coverage has been arranged through the programs specified by the Experimental Aircraft Association.  

Article XIII.       Financial Reports and Audits 

1.       The Treasurer shall prepare quarterly and an annual financial statement for the organization and present a quarterly and annual report of the financial status of the organization to the membership of the organization.

2.       The Board of Directors shall arrange to have an internal audit of all financial records of the organization conducted annually. Further, the Board of Directors of the organization shall provide a copy of the written report of the internal audit to the membership of the organization. The Board of Directors of the organization will review any recommendations provided by the internal audit and the Board of Directors shall take appropriate steps to implement any reasonable recommendations provided from the outside audit.

3.       If the chapter treasury at any time during the year exceeds eight (8) thousand dollars, the internal audit shall be changed to an outside audit to be conducted by a CPA not connected to the chapter. The appointment of an outside auditor will be done by a two-thirds (2/3) majority vote of the Board of Directors. 

Article XIII.       Facilities, Tools, and Other Assets 

1.       The Board of Directors of the organization shall ensure all facilities, tools, and other assets of the organization are properly insured against loss.

2.       The Board of Directors shall appoint committees as the deem necessary to properly manage the facilities, tools, and other assets of the organization, including the promulgation of rules and appropriate procedures so to ensure the proper use of all organization facilities, tools, and other assets. 

Article XIV.      Flying Clubs                       

                        In the event the organization owns and operates an airplane or ultralight for the purpose of providing an airplane of ultralight to the members of the organization to fly or learn to fly, the Board of Directors shall adhere to the rules and procedures as outlined in Attachment 1, Chapter Flying Club Bylaws.

 

Article XV.       Organization Committees

                       

                        The Board of Directors of the organization shall establish the following committees, as it deems necessary.

1.     Welcome Committee

2.     Membership Committee

3.     Flying Activities Committee

4.     Young Eagles Committee

5.     Flying Start Committee

6.     Fly-In Committee

7.     Social Committee

8.     Membership Recognition Committee

9.     Nomination Committee

10.   Builders Support Group Committee

11.   Safety Committee

12.   Budget & Finance Committee

13.   Scholarship Committee 

Article XVI.      Dispute Resolution 

                        In the event any member, or group of members, of the organization request intervention by Staff of the Experimental Aircraft Association, Incorporated concerning a dispute within the organization, the organization agrees to cooperate completely and fully in the resolution process as may be determined by the Staff of the Experimental Aircraft Association, Incorporated. In the event a dispute within the organization cannot be resolved with the assistance of the Staff of the Experimental Aircraft Association, Incorporated, and it is determined by the Staff of the Experimental Aircraft Association, Incorporated to be at an impasse, the organization agrees and acknowledges the authority and responsibility of the Experimental Aircraft Association, Incorporated to remove the charter as given by the Experimental Aircraft Association, Incorporated. The organization further agrees to cease any further recognition of any affiliation with the Experimental Aircraft Association, Incorporated.  

Article XVII.     Amendments 

                        The bylaws of this organization may be repealed or amended, or new bylaws may be adopted at any meeting of the members of the organization called for that purpose, or at the annual meeting of the members of the organization, by two-thirds (2/3) majority vote of the voting members of the organization in good standing in the organization in person or by proxy.

 

Article XVIII.    Dissolution

 

                        Upon dissolution of the organization, three (3) officers appointed by a majority of members in good standing shall be designated as trustees who shall liquidates, soon as practicable, the assets thereof. They will pay all existing debts and liabilities in proportion to the final available capitol including any money rightfully due the members. Any remaining surplus shall then be donated to the Experimental Aircraft Association, Incorporated, Oshkosh, WI.