Washington Pilots Association By-laws

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Washington Pilots Association
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By-Laws
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Adopted at Annual General Meeting
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February 25, 2006
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A Washington State Non-Profit Corporation
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ARTICLE  I  MISSION STATEMENT
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The mission of the Washington Pilots Association is to advance the interest of General Aviation in
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Washington State through Advocacy, Outreach, Education, and Social Activities.
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ARTICLE II   INTERPRETATION AND DEFINITIONS
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Section 1:  Interpretation.
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In these By-Laws unless otherwise stated:
16   (a)   The Association or WPA shall mean the Washington Pilots Association.
17   (b)   The Board shall mean the Board of Directors.
18   (c)   Where singular is used it shall also mean the plural.
19   (d)   Where the masculine gender is used it shall include the feminine gender.
20   (e)   The Annual General Meeting shall also mean the Annual Convention
21   (f)    WASAR shall mean the Washington Air Search and Rescue Corporation
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Section 2:  Definitions.
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In these By-Laws unless otherwise stated:
24   (a)   The Officers of the Association shall be a President, Vice President East, Vice President West,
25          Secretary and Treasurer
26   (b)   Board of Directors shall consist of:
27          (1)   the Officers of the Association,
28          (2)   the six (6) Functional Directors elected from and by the general membership of the
29                 Association,
30          (3)   a Chapter Representative from each member Chapter,
   

Washington Pilots Association By-Laws       Page 1 of 17
1          (4)   the immediate Past President, and
2          (5)   Legal Counsel, if appointed by Board.
3   (c)   The Executive Committee shall be comprised of the President, Vice-President East, Vice- President
4          West, Secretary, Treasurer, Legal Counsel, and one other member (Member-at-Large) designated by
5          the Board.
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Section 3:  Quorums:
7   (a)   Members present at the Annual General Meeting and Special meetings of this Association shall
8          constitute a quorum for the transaction of business, provided the President or one Vice President or
9          any five other elected Board members shall be among those present.
10   (b)   Members present at the Board of Directors meetings shall constitute a quorum for the transaction of
11          business, provided the President or one Vice President and any two other elected Board members
12          shall be among those present.
13   (c)   A Quorum of said Executive Committee shall be three (3). Action of the Executive Committee shall
14           require a majority vote of those present.
15   (d)   Other Association committee meetings require three (3) members present to constitute a quorum.
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ARTICLE III   LIMITATIONS
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Section 1:    Limitations
18   No recommendation, representation or report of any officer or member of the Association shall be
19   binding on the Association, or be recognized as representing the opinion of the Association, until and
20   unless the same shall have been submitted and approved by the Board of Directors, except that the Board
21   of Directors may empower an officer as the official spokesman of the Association.
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Section 2:   Conflict of Interest.
23   No member of the Board of Directors or Executive Committee may have the individual authority to
24   spend Association funds with themselves as individuals or with any business they may be associated
25   with. Collective Board of Directors action is required if funds are to be spent with Board of Directors or
26   Executive Committee members.
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Section 3:  Indemnification of Officers and Directors
28   Each Director and Officer of the Association, whether or not then in office, shall be indemnified by the
29   Association against any and all claims and liabilities, whether the same are settled (with approval of a
30   majority of the other members of the Board of Directors) or proceed to judgment, which shall be asserted
31   against such person by reason of his having been subjected in connection with such claim or liability and
32   in connection with his defense against the same. Provided, however, no such Officer or Functional
33   Director shall be indemnified with respect to any claim or liability where he was grossly negligent or
34   derelict in the performance of his duties.
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Section 4:  Representation and Voting Powers
2   Every member of every accredited Chapter shall have the right to attend any or all meetings of the Board
3   of Directors, Executive Committee and other committees.  These members shall be under no special
4   limitations or restrictions with regard to the proceedings at any meeting except that they may not vote on
5   any matter before the Board of Directors.
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ARTICLE IV  MEMBERSHIP
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Section 1:  Categories of Membership
8   (a)   Regular Members  Any person interested in or active in aviation who agrees to uphold the
9          principles and By-Laws of the Association, and pays Regular Member dues, may qualify for Regular
10          membership.
11   (b)   Spouse Members  A spouse of an Regular living at the same address as the member, is eligible to be
12          a Spouse Member.  Spouse Members shall have all the rights and privileges of Regular Members in
13          good standing except they shall not receive individual copies of Association correspondence or
14          publications.
15   (c)   Affiliate Members  A member in good standing of another local or regional aviation organization
16          formally recognized by the Board of Directors and who agrees to uphold the principles and By-Laws
17          of the Association may become an Affiliate Member. Affiliate Members shall receive the
18          Association’s newsletter and other publications  Affiliate Member dues shall be seventy-five percent
19          (75%) of the Regular Member dues.
20   (d)   Corporate Members  Any firm, corporation or organization desiring to further the objectives of this
21          Association and to promote general aviation may become Corporate Members. Corporate Members
22          may designate groups consisting of five individuals in their organization to receive the Association’s
23          newsletter and other publications. Corporate Members purchasing one group will be acknowledged
24          as a WPA Sponsor on the WPA Website. Corporate Members purchasing two or more groups will
25          also be offered a yearly, free, small size advertisement in each issue of the Association’s newsletter
26          and have the option to purchase advertising space in other Association publications as approved by
27          the Board of Directors.  Corporate Members dues shall be five (5) times the State dues for Regular
28          Members for each corporate membership group.
29   (e)   Associate Members  Any aviation association may become an Associate Member of this
30          Association by extending membership in its association to the Board of Directors. The Board of
31          Directors must approve such membership. The board of directors, or equivalent body, of the
32          Associate Member as approved by the Board of Directors shall be granted membership in the
33          Association. The rights and standing of that membership shall be determined by the Board of
34          Directors.
35   (f)   Member-at-Large  Each member of the Association shall be considered to be a member of the
36          chapter nearest the members residence unless otherwise specified by the member in writing to the
37          State Treasurer. In the event there is no chapter in his area or the member chooses not to be a
38          member of a chapter, the membership designation shall be Member-at-Large. A member may at any
39          time after admission to membership in the Association change his/her chapter affiliation by
40          notification in writing to the State Treasurer.
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1   (g)   Honorary Members  The Board of Directors may, from time to time, designate and appoint persons
2          as Honorary Members of the Association for such periods, with or without voting privileges and with
3          such attendant dues as the Board shall determine in its sole discretion. Honorary Members shall not
4          be current members and shall receive those services specified by the Board of Directors.
5   Section 2           Application for Membership
6   Applications for memberships shall be submitted by mail or electronic means to the state Association
7   Office accompanied by payment of appropriate dues.  Association chapters will record new member
8   information on Association supplied “New Member / Add Renewal or Drop” forms. Such forms will be
9   submitted to the state office, accompanied by payment of annual dues.
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Section 3         Dues
11   The annual dues amount for Regular Members of WPA shall be proposed by the Board of Directors and
12   voted on by the members at the next Annual General or Special Membership Meeting.  Notification of
13   any proposed change in State Dues must be provided to the membership at least thirty (30) days prior to
14   the meeting at which the vote is to be taken.   Local Chapters may set an amount for chapter dues.  Both
15   State and Local Chapter Dues shall be charged on an annual basis, starting January 1st and ending
16   December 31st of each year.  Those paying dues after August 31st shall be credited for the remainder of
17   that year and for the entire following year. Members are in good standing only if their State and, if
18   applicable, Local Chapter dues are current.   The Board of Directors may offer limited time a special
19   reduced amount of dues as an incentive for non‑members to join WPA.
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Section 4         Voting Rights
21   Regular Members, Lifetime Members, Spouse Members, Student Members, Certified Flight Instructor
22   Members, Corporate Members, and Members-at-Large, shall have one vote on all matters brought before
23   the general membership at a duly constituted Annual General Meeting or special membership meeting as
24   prescribed in these By-Laws.
25   Any member with a right to vote may issue a written proxy to any other member with a right to vote. A
26   member shall hold not more than one (1) proxy at any meeting of the Association, except that a member
27   may hold up to three (3) proxies at the Annual General Meeting. All proxies shall be registered with the
28   Secretary prior to the commencement of the meeting.
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Section 5         Transfer of Membership
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Membership in the Association is not transferable or assignable.
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Section 6         Expulsion
32   The Board of Directors, after due notice and a hearing, if requested by the member, may recommend to
33   the membership the expulsion of any member for a violation of the By-Laws of the Association, the laws
34   of the State of Washington or the laws of the United States of America.
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Section 7         Reinstatement
36   The Board of Directors may reinstate the membership of any expelled member upon such terms as the
37   Board of Directors deems appropriate.
    Washington Pilots Association By-Laws       Page 4 of 17
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Section 8         Delinquencies
2   Any member who is more than sixty (60) days delinquent in payment of dues shall automatically have all
3   rights and privileges of membership suspended and, shall be considered to have resigned from
4   membership.  A member may be reinstated for the current year by paying the appropriate amount of State
5   and Local Chapter dues.
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Section 9         Refunds
7   No dues shall be refundable to any member whose membership terminates for any reason.
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ARTICLE V   BOARD OF DIRECTORS
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Section 1         General Powers
10   The affairs of the Association shall be managed by its Board of Directors. In addition to the powers and
11   authorities of the Articles of Incorporation and these By-Laws expressly conferred upon them, the Board
12   of Directors may exercise all such powers of the Association and do all such lawful acts and things as are
13   not by statute or by the Articles of Incorporation, or by these By-Laws, directed or required to be
14   exercised or done by the members.
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Section 2         Duties of the Board
16   (a)   General: The Board of Directors shall perform such duties as may be specifically imposed upon it
17           by these By-Laws and as may from time to time be necessary to carry out the spirit and intent of the
18           objectives of the Association. It shall receive reports from the President, Officers and Committees,
19           and take such action respecting such reports as seems necessary and desirable.
20   (b)   Functional Directors: Each Functional Director shall select and be responsible for one or more of
21           the following functions.Each Functional Director is encouraged to recruit Association members to
22           form a committee around each of the functional areas.
23           (1)   Membership — Responsible for promoting, enlarging, and sustaining the membership of the
24                   Association.
25           (2)   Legislative Affairs — responsible for working with the elected and appointed officials of State
26                   and local governments to assure the interests of general aviation are being protected and
27                   enhanced. Will keep the Board, Officers, and Members aware of any proposed changes that
28                   would affect aviation within Washington.
29           (3)   Airport Affairs — responsible for aiding Chapters and other local aviation groups in
30                   preserving and maintaining the quality and availability of public use general aviation airports
31                   throughout Washington.  Coordinate efforts to build and maintain a network of airport support
32                   groups in cooperation with other aviation organizations.
33           (4)   Communications — Resposible to increase awareness about WPA among the general aviation
34                   communiyt, business and community leaders, the media, and the general public and to educate
35                   them about how WPA positively impacts the community.
36           (5)   Safety and Education — responsible to organize and carry out one or more safety programs
37                   each year and to promote aviation education.
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1           (6)    Director at Large —  Responsible for various projects as agreed to by the State President.
2   (c)   Vice-Presidents:  Each Vice-President shall maintain regular contact and communication with the
3          Chapters in their portion of the State to encourage inter-Chapter, and Chapter-to-State
4          communications. They shall attempt to attend at least one regular meeting of each Chapter in their
5          portion of the State. They shall encourage and foster the formation of new Chapters within their
6          regions. The Vice-Presidents  shall report to the President such matters and information as will be
7          of benefit to all Chapters of the Association. The Vice-Presidents shall attend all meetings of the
8          Board of Directors.
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Section 3         Qualifications
10   Candidates for membership on the Board of Directors shall have been members of the Association for a
11   period of one (1) year when elected. At the time of election or during their term of office they shall not
12   hold any office or position for compensation with any federal or state government aviation unit or
13   agency, other than the U.S. Armed Forces.
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Section 4         Absences
15   Any member of the Board of Directors, except Chapter Representatives, who shall be absent from more
16   than two consecutive meetings of the Board without presenting a reason acceptable to the President, shall
17   be deemed to have resigned, and that office shall be declared vacant.
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Section 5         Vacancies
19   In the case of vacancy of any office, the remaining members of the Board of Directors shall select a
20   successor to the vacated term for that position. Should the vacancy on the Board be that of a Chapter
21   President, the chapter shall submit to the President, within thirty (30) days, the name of his replacement.
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Section 6         Removal
23   At any regular or special meeting, duly called, any member of the Board of Directors may be removed by
24   a written, affirmative vote of two-thirds (2/3) of the members of the Board of Directors present at the
25   meeting. Any Director so removed shall have the right to appeal the removal at the next Board of
26   Directors meeting.
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Section 7         Meetings
28   The Board of Directors shall meet at the call of the President or at the call of any three (3) of it’s
29   members and shall meet at least four (4) times annually. The four (4) required meetings shall generally
30   occur once each quarter, with at least one meeting occuring the same day as the Annual General Meeting.
31   A fourteen (14) day notice shall be required for regular meetings of the Board of Directors. Special
32   meetings may be conducted at the call of the President without notice providing approval is given by no
33   fewer than two-thirds (2/3) of the members of the Board of Directors.
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Section 8         Compensation
35   Officers and Directors shall not receive any compensation for their services.
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ARTICLE VI - OFFICERS AND DUTIES
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Section 9         Duties
2   (a)   President:  The President shall be the chief executive officer of the Association.
3          He shall preside at all meetings of the Board of Directors, the Executive Committee and at all
4          meetings of the members. However, he may designate any member of the Board of Directors to
5          preside at any meeting. In his absence, should he have failed to make such designation, the
6          presiding officer at any such meeting shall be the Vice President with the most tenure in office, Vice
7          President with the least tenure in office, Secretary, or Treasurer, in that order.
8          The President shall be in general charge of the business of the Association and shall execute
9          contracts on behalf of the Association and shall see that all orders and resolutions of the Board of
10          Directors are carried into effect.
11          He shall be an ex-officio member of all standing committees and shall have the general powers and
12          duties of supervision and management usually vested in the office of President of a corporation.
13          The President shall be responsible to ensure that all meetings and business of the Association shall
14          be conducted according to and within the meaning of the By-Laws.
15          The President or his designee shall serve as the Association’s official representative on the WASAR
16          board of directors as specified in the WASAR by-laws.
17   (b)   Vice-President East and Vice-President West:  If the President’s position becomes vacant during
18          the term, or in the President’s absence, the Vice-President with the most tenure in office shall
19          assume the President’s duties until the President returns or until the President’s term of office
20          expires. In the event a Vice-President’s office becomes vacant, the Board of Directors shall appoint
21          a Director from the appropriate region to fill that position until the Vice-President returns or until
22          the expiration of the Vice-President’s term.  The Vice-Presidents shall perform such duties as the
23          Board of Directors shall prescribe and shall coordinate the activities and facilitate communications
24          between Directors and local Chapters in their respective areas.
25   (c)   Secretary:  The Secretary shall make or cause to be made a record of the proceedings of all meetings
26          of the Board of Directors and/or the Executive Committee, and shall have charge of all records of the
27          corporation, together with the seal and charter. He shall, at the direction of the President, prepare an
28          agenda, arrange time, place and date and give notice of all meetings.  Minutes of all Board of
29          Directors meetings shall be distributed to Board of Directors members within twenty (20) days after
30          the meeting date.  The Secretary shall have in his charge the membership lists for use in determining
31          those members entitled to vote.  The Secretary shall receive and answer all correspondence in
32          consultation with the President and/or such other officer as may be concerned and shall have other
33          duties as may be determined by the Board.  The Secretary shall attend all meetings of the
34          Association.  Should absence be necessary, the Secretary shall arrange proper substitution.
35          If the Association has an Executive Director, the duties of the Secretary shall be performed by the
36          Executive Director and the position of Secretary shall not be filled.
37   (d)   Treasurer:  The Treasurer shall have custody of the Association’s funds and securities; keep or
38          cause to be kept a full and accurate account of receipts and disbursements in books belonging to the
39          Association; and deposit all moneys and other valuable effects in the name of Association.  He shall
40          disburse the funds of the Association as may be ordered by the Board of Directors and take proper
    Washington Pilots Association By-Laws       Page 7 of 17
1          vouchers for such disbursements, and shall be responsible for the payment of fees for all Association
2          property.  The Treasurer shall be responsible to the President and the Board of Directors for the
3          provision of a current financial statement at each meeting of the Board of Directors with an
4          explanation for any and all items of expense or income.  The Treasurer is also responsible for the
5          inventory and status of all Association assets and their proper accounting.
6          The Treasurer shall prepare for the Board, a proposed yearly operating budget for the State at the
7          first Board Meeting after the Annual General Meeting.   The Board will review the proposed
8          operating budget, make appropriate changes, and may then approve and follow the operating budget
9          for that year.  The Board may amend a budget any time when deemed necessary.
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Section 10       Terms and conditions for elected office.
11   The offices of President, Vice President East, Vice President West and Director shall be elected from and
12   by the general membership at each Annual General Meeting.
13   (a)   All Officers and Board of Directors members shall be members of the Association in good standing
14          for a period of at least one (1) year.
15   (b)   The President shall be elected for a term of one year.
16          (1)   The President shall have a pilot certificate.  In the case of a team presidency, only one member
17                  of the team must have a pilot certificate.
18          (2)   The office of President may be filled by a team of not more than two (2) persons.  The team may
19                  be comprised of related or unrelated individuals.  The team shall be elected and shall serve as a
20                  single entity.
21   (c)   The Vice-President East and Vice-President West  shall be elected for a term of two years.
22          (1)    The Vice Presidents shall have a pilots certificate.
23          (2)   The Vice President East shall be elected in even numbered years and shall reside east of the
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