Club Bylaws

Revision 5 (May 23, 2002)

ARTICLE I - PURPOSE

The purpose of the NorthWest Aviators Flying Club, hereinafter referred to as either "the Club" or "NWAI", shall be to provide its members convenient access to aircraft at economical rates.

The Club shall be incorporated in the State of Oregon and shall be governed by a Board of Directors, hereinafter referred to as "the Board". The Club shall be governed by the Articles of Incorporation, these Bylaws, and the Club Regulations.

ARTICLE II - Board of Directors

Section 1 -- Directors

1. The Board of Directors shall consist of seven elected, voting members: President, Vice President, Treasurer, Past President and Three Directors at large and One appointed, non-voting member: Secretary.

2. Terms and successions
   1. Each term shall begin on the 1st day of November following the general election.
   2. Each Director at large shall be elected to serve a three year term. Their terms shall overlap in such a way that only one director shall be elected each year.
   3. The positions of President, Vice President, Past President and Treasurer shall be elected at the general meetings occurring in the even numbered years and will serve two year terms.
   4. In the case a President is re-elected to successive terms, the past president position shall become a director at large. This director position shall terminate with the election of a new President at which time the past President will become a member of the Board.

3. A director must be a member of good standing. Failure to follow the rules of the club shall be considered just cause for dismissal as a director of the club.

4. A director may be removed from office by the affirmative vote of a majority of the remaining directors or by the affirmative vote of a majority vote at a meeting of the members at which a quorum is present.

5. Each member of the Board shall serve without any compensation or reward.

Section 2 -- Powers of the Board

1. All corporate power shall be exercised by or under the authority of, and the business affairs of the Club shall be controlled by, the Board of Directors. These powers shall include but not be limited to the following:
   1. To conduct, manage, and control the affairs of the Club, and to make such rules and regulations consistent with all laws, the Articles of Incorporation and these Bylaws.
   2. In accordance with Article VI, to adopt, borrow money and incur indebtedness for the purpose of the Club and, for that purpose to cause to be executed and delivered, in the Club's name, promissory notes, bonds, debentures, deed of trust, mortagages, pledges and hypothecations, or other evidences of debt, and securities for them.
   3. To manage in a manner they deem best all funds and property, real and personal, received, acquired, or earned by the Club.

2. The Board may assign to any member any duty or office which the Board deems appropriate and necessary to the conduct of the Club and which is not otherwise expressly provided for in these bylaws.

3. The Board may engage contractors from outside Club to do and perform such services in behalf of the Club as the Board deems appropriate and necessary.

Section 3 -- Nomination and Election of Directors

1. Nomination for election to the Board of Directors shall be made by a Nominating Committee consisting of one member of the Board and two Club members selected by the Board.

2. The committee shall submit its list of candidates who have consented to serve to the membership at least one month prior to the annual September meeting date.

3. Nominations may also be made from the floor at the general meeting and will require two (2) seconding approvals.

4. Each nominee will be given ten (10) minutes to make a presentation to the general members prior to balloting.

5. Election to the Board shall be by ballot. The candidates receiving the largest number of votes shall be elected to the vacant position.

6. No later than two weeks after the annual election of the Board, the President shall appoint a Secretary and Aircraft Maintenance Officer affirmed by a majority vote of the remaining board members.

7. No member may hold more than one voting board position.

Section 4 -- Meeting of the Board

1. Regular meetings of the Board of Directors
   1. Meeting shall be called at a time and place to be determined by the President and shall be held no less than once each calendar quarter.
   2. Two weeks notice shall be given to all members so that the General membership may attend these meetings.

2. Special meetings of the Board may be called at any time on the order of the President or on the order of a majority of the Directors. Notice of special meetings of the Board stating the time, place and general purpose shall be mailed or given to each Director no later than two week before the day appointed for the meeting. Special meetings of the Board may be held with less than two weeks notice provided that all directors are given notice and all directors agree to waive the two weeks notice requirement.

3. Special meetings of the Directors may be held by telephonic or other electronic means provided all Directors shall sign an approval of the minutes of such meetings.

Section 5 -- Quorum

1. Five members of the Board shall constitute a quorum at all meetings of the Board; and the affirmative vote of at least a majority of the Directors present is required to pass any resolution or to authorize any act of the Club.

2. A Director may vote by proxy executed in writing by the Director or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

Section 6 -- Records

The Board shall keep a complete record of all its acts and proceedings of its Board meetings. It shall be the responsibility of the Board to keep the membership informed about the condition and affairs of the Club.

Section 7 -- Committees

The President shall appoint all committees and special officers not spelled out in these bylaws subject to the affirmation of the majority of the Board. The President shall be a member, ex officio, of all committees. All committees shall report to the Board.

Section 8 -- Vacancies

1. If any position, other than that of President, becomes vacant for any reason, the President shall appoint an interim successor from the general membership, subject to the affirmation of a majority of the Board, to serve the unexpired term. If the position of President becomes vacant, the Vice-President shall become President and the Board of Directors shall elect a new Vice-President from the general membership.

2. If more than half the positions are vacated at one time, a general membership meeting shall be called to elect persons to fill the vacated positions for the unexpired terms.

ARTICLE III - DUTIES

Section 1 - PRESIDENT

The President shall preside at all meetings of the Club and the Board. He/She may call any special meeting of the members or the Board and shall have, subject to the advice and control of the Directors, general charge of the business of the Club, and shall execute with the Secretary, in the name of the Club, all contracts and instruments which have been first approved by the Board of Directors.

Section 2 - VICE-PRESIDENT

1. The Vice-President shall be vested with all the powers and shall perform the duties of the President in case of the absence or disability of the President.

2. The Vice-President shall also perform such duties connected with the operation of the Club as he/she may undertake at the suggestion of the Board.

Section 3 - SECRETARY

1. The Secretary shall keep the minutes of all proceedings of all meetings as provided in these Bylaws in books provided for that purpose. The Secretary shall attend to the giving of notices of all meetings of the members and the Board. The Secretary shall keep the book of bylaws, and such other books and papers as the Board may direct.

2. The Secretary shall execute with the President, in the name of the Club, all certificates of membership, Stock, contracts and instruments that have first been approved by the Board.

3. The Secretary shall perform all duties incidental to the Office of the Secretary, subject to the control of the Board.

Section 4 - TREASURER

1. The Treasurer shall be responsible for all of the financial records of the Club. He/she shall receive and deposit all funds of the Club in a bank selected by the Board.

2. The Treasurer shall prepare all checks for expenditures.

3. The Treasurer will provide a monthly report of the financial status of the Club to the Board and an annual report to every member.

4. It shall be the responsibility of the Treasurer to issue, or to cause to be issued to each member of the club a monthly statement of dues and other indebtedness owed in accordance with these bylaws or Club regulations.

5. The Treasurer will inform the President on the fifteenth (15) of each month if any members are delinquent and as such time delinquencies and fines have been paid.

6. The Treasurer shall perform all duties incidental to the Office of the Treasurer, subject to the control of the Board.

Section 6 - AIRCRAFT MAINTENANCE OFFICER

1. The Aircraft Maintenance Officer (AMO) shall be responsible for maintaining current information in the logbooks of the aircraft.

2. The AMO shall be responsible for arranging maintenance of the aircraft to assure the aircraft are maintained in accordance with the Club Rules and any applicable Federal Aviation Regulations.

3. The AMO shall be responsible for maintaining the required paperwork in each aircraft.

4. The AMO shall authorize all expenditures for aircraft maintenance and repairs in accordance with the letter of Authority provided the AMO by the Board.

ARTICLE IV - MEMBERSHIP

1. A prospective members application will be reviewed and approved by the Board or designated committee prior to acceptance of any funds.

2. A member in good standing is a member who has paid the initiation fee, has purchased the appropiate number of shares for their participation level and is not more than 15 days past due on the remittance of any dues, charges or fees.

3. A member divesting must give the Club the first right of refusal to repurchase the stock. If the divesting member sells their shares to a third party, before that third party is allowed to become an active member they must first complete an application, be approved by the Board or designated committee and pay the non- refundable intiation fee.

ARTICLE V - MEMBERSHIP MEETINGS

1. All meetings of the Club shall be conducted in accordance with Robert's Rules of Order except insofar as they may conflict with these Bylaws. Minutes will be kept at all meetings.

2. The President, or in their absence the Vice-President, or in the absence of both the President and Vice-President, a member of the Board chosen by the members present, shall call the meeting of the members to order and shall act as the presiding officer thereof.

3. At every meeting of the members, each member is entitled to one vote, for each share of stock standing registered in their name on the date 10 days prior to the said meeting.

4. At any meeting of the members, a quorum shall consist of fifty-one percent (51%) of the outstanding shares.

5. The adoption of any motion or the election of any Board member shall require a majority vote at a meeting at which a quorum is present and two weeks advance notice of the motion and/or nomination has been provided to all members.

6. Voting must be by written ballot.

7. A member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

8. The annual meeting of the members shall be held in September at a place and time to be determined by the President. The purpose of the annual meeting is the election of Directors and the transaction of such other business as may come before the meeting.

9. Other meetings of the membership may be called by the President, a majority of the Directors or written petition of at least 10% of members in good standing.

10. All members shall be notified no less than two weeks prior to the day the meeting is to take place. The notice must include the Date, Time and location of the meeting along with any motions or nominations to be addressed. Notice of the meeting shall be given by written notices mailed to each member at their last known address or last known email address as provided by the member.

11. The location of the meetings must be held withing 50 statute miles of Portland, Oregon.

ARTICLE VI - CLUB FINANCES

Section 1 -- Member Fees

1. Each member shall be assessed a non-refundable initiation fee of $100.

2. Each member shall be assessed monthly dues at the rate established by the Board to cover the cost of insurance, storage and the flat rate annual for the given class. Said dues are to be payable in advance, due on the first day of each month. The monthly dues may be changed at the discretion of the Board.

3. Each member may be assessed a monthly fee for the purchase of additional shares for full vesting.

4. In the event of a special or emergency situation, the Board may levy a special assessment upon members, subject to ratification by majority vote of the shareholders.

5. Any member hardships created by the special levies shall be addressed by the board on an individual basis.

6. Any member who has failed to pay their dues or other sums due within fifteen (15) days of the month following the month when the payment is due shall be considered a delinquent member, not in good standing, and shall be automatically suspended from flying Club aircraft.

Section 2 -- Expenditures

1. No member may authorize expenditures or otherwise incur financial obligations in the name of the Club except as expressly provided for in these bylaws or other Club regulations.

2. The Board may grant approval authority to the AMO of up to $1000 for maintenance expenses.

3. Any expenditure for equipment purchase requires a majority approval of the Board.

4. All checks will be prepared by the Treasurer and signed by a designated Board member.

Section 3 -- Dissolution

1. The purpose of this section is to define the distribution of assets of NWAI to existing club members in the event of dissolution of the corporation.

2. This policy is limited to distribution of assets of NWAI, which can only be applied in the event that NWAI becomes dissolved by vote of the members of NWAI in accordance with the current Bylaws. This policy shall in no way imply that NWAI members have individual ownership rights to any assets of the NWAI in whole or in part at any time while the Club is an active organization.

3. The net assets for distribution after dissolution shall consist of all proceeds from the sale of all assets plus any outstanding dues or fees from members, less all Club obligations and debts.

4. As of the date of dissolution, all shares by each member shall be summed and represent all the qualified shares for subsequent distribution. The Net Assets shall be divided by the number of qualified shares, and distributed to each member according to each members interest, less any amounts due the club from the individual member.

Section 4 -- General Financial

1. The Board, or their designee, shall obtain liability insurance of at least $1,000,000 per accident and full value hull for the protection of the club and of its Members. The Board shall establish appropriate values for the hull coverage.

2. Loans may be arranged for the purpose of purchasing new aircraft, equipment upgrades or major overhauls but at no time will the Board subject the Club to debt in excess of fifteen percent (15%) of the fixed asset of the Club.

ARTICLE VII - AMENDMENTS

Section 1 -- Amendments

These Bylaws may be amended by the vote of written assent of a majority of the outstanding shares of the membership.

Section 2 -- Rules

Rules established by the Board must be ratified by the majority of the general membership within 120 days of their publication. Rules not ratified within the prescribed time shall become null and void.

ARTICLE VIII - Indemnification of Directors and Officers

Each director and officer of the corporation now, or hereafter in office and his heirs, executors and administrators, and each director and officer of the corporation and his heirs, executors and administrators who now acts, or who shall hereafter act at the request of the corporation, as director or officer of another company controlled by the corporation , shall be indemnified by the corporation against all costs, expenses and amounts or liability therefore, including counsel fees reasonably incurred by, or imposed upon him in connection with or resulting from any action, suit, proceeding or claim to which he may be a party, or in which he may be or become involved by reason of his acts or omissions or commission or alleged acts or commission as such director or officer, or subject to the provisions hereof, any settlement thereof, whether or not he continues to be such director or officer at the time of incurring such costs, expenses or amounts, and whether or not the action or omission to act on the part of such director or officer, which is the basis of such suit, action, proceeding or claim, occurred before or after the adoption of this Bylaw, provided that such indemnification shall not apply with respect to any matters as to which such director or officer shall be finally adjudged in such action, suit or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of his duty as such director or officer, and provided further, that the indemnification herein provided shall, with claim include reimbursement of any amounts paid and expenses reasonable incurred in settling any such suit, action, proceedings or claim when, in the judgment of the Board of Directors of the corporation, such settlement and reimbursement appear to be for the best interests for the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such director or officer may be entitled, under any Bylaw, Agreement, vote of members or otherwise.