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BY-LAWS OF THE WORCESTER AREA PILOTS ASSOCIATION

I) NAME, PURPOSES, LOCATION, CORPORATE SEAL AND FISCAL YEAR

  1. The name of the Association shall be Worcester Area Pilots Association. The official abbreviation shall be "WAPA".

  2. It shall be the objectives of WAPA:

    1. To unify and represent the interests of pilots and aircraft owners in the Worcester, Massachusetts area in particular and in Massachusetts in general and through this unity create a voice more readily heard in all forums including the Massassachusetts Port Authority, the Worcester Airport Commission, the Worcester Airport Management, the Massachusetts Aeronautics Commission, the Commonwealth of Massachusetts, the Federal Aviation Administration and the local fixed base operators.

    2. To have aviation related educational, recreational and social activities.

    3. To organize and promote the activities of pilots as a group to establish and maintain good relationships with the community, especially through educational and community service activities.

    4. To further the cause of aviation locally and in general, especially through educational and information dispersal activities.

    5. Such other related activities as the Board of Directors shall decide.

  3. Location: The principal office of the corporation shall be in the Commonwealth of Massachusetts, County of Worcester, and shall Initially be located at the place set forth in the Articles of Organization of the corporation. The directors may change the location of the principal office of the corporation in the Commonwealth of Massachusetts, County of Worcester and establish such other office or offices as the directors may deem appropriate, effective upon the filing of a certificate of such change with the Secretary of the Commonwealth of Massachusetts.

  4. Corporate Seal: The directors may adopt and alter the seal of the corporation.

  5. Fiscal Year: The fiscal year of the corporation shall, unless otherwise decided by the directors, end on April in each year.

II) MEMBERSHIP

  1. Any person who has a Pilot Certificate, a Student Pilot Certificate or has demonstrated an interest in aviation in accordance with the Purposes of the Association may become a member of the Association with approval of the Board of Directors by paying the appropriate dues.

  2. The Board of Directors will call at least one annual membership meeting to be held in May at which time the next years officers and directors will be elected. The Board of Directors shall nominate a slate of officers and directors for this meeting. Any member may nominate alternate officers and directors at the meeting.

  3. The Board of Directors, two thirds of the membership or any fifteen members may call as many other membership meetings as desired.

  4. Notice of all membership meetings must be provided at least two weeks in advance to all members in good standing.

    1. Notice must be mailed, or sent via email. Members may request written notice instead of email.

    2. This notice will state if a new Board of Directors is to be elected, and if voting to remove a Director or change the by-laws will occur.

    3. If the association maintains a Web site, notice may also be provided with a 2 week notice clearly posted in the members section of the Web site.

    4. A quorum at a membership meeting shall be fifteen members or one third the total membership whichever is smaller.

    5. A member in good standing is entitled to vote at all meetings.

    6. Dues shall be recommended and approved by the Board of Directors.

      1. The Board of Directors may approve a discounted dues structure for students who are enrolled in an institute of primary or secondary education.

      2. The dues shall apply uniformly to all members except as provided by this Section, and in Section III.

    7. Action by Consent: Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all of the members entitled to vote on the matter provide consent to the action.

      1. Consent may be provided in writing

      2. Consent may also be provided through email or Web based electronic communications

      3. All such consents, electronic or written, are filed with the records of the meetings of the members.

      4. Such consents shall be treated for all purposes as a vote at a meeting.

    8. Compensation: Members shall not be precluded from serving the corporation in any other capacity and receiving reasonable compensation for any such services with approval of the Board of Directors.

III) SPONSORS, BENEFACTORS, CONTTRIBUTORS, ADVISORS, FRIENDS OF THE CORPORATION.

The directors may designate certain persons or groups of persons as sponsors. benefactors, contributors, advisors or friends of the corporation or such other title as the directors deem appropriate. Such persons shall serve in an honorary capacity and, except as the directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting. shall not be considered for purposes of establishing a quorum. and shall have no other rights or responsibilities. except as approved by the Board of Directors.

IV) BOARD OF DIRECTORS

  1. The Association shall be managed by a Board of Directors of nine members consisting of a president, a vice president, a treasurer, a clerk and five additional directors. The purpose of the board is to conduct the business of the Association.

  2. When elected, the Board must consist only of members who hold a Pilot Certificate, A&P Certificate, or Sport Pilot endorsement excluding student pilots. A reasonable attempt will be made to balance the board membership to consist of aircraft owners and non-aircraft owners.

  3. Persons with a clear and demonstrated conflict of interest may not be a member of the Board.

  4. Terms: Each officer/director shall hold office for a term of 3 years concluding at the next annual election of members or until a successor is chosen and qualified, or until he/she sooner dies, resigns, is removed or becomes disqualified.

The terms of the board shall be staggered, such that no more than 3 directors terms will expire in a given year. This will be initially established by electing 3 directors for 1 year terms, 3 for 2 year terms, and 3 for 3 year terms.

  1. Powers: The affairs of the corporation shall be managed by the Board of Directors. who shall have and may exercise all the powers of the corporation except those powers reserved to the members by law, the Articles of Organization, or these bylaws.

  2. Committees: The directors may elect or appoint one or more committees and may delegate to any such committee or committees any or all of their powers. Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these bylaws for the directors. - The members of any committee shall remain in office at the pleasure of the directors.

  3. Removal: A director may be removed from office (a) with or without cause by the vote of a 2/3 of the members then in good standing or a)) with cause by the vote of a 2/3 of the directors then in office. A director may be removed with cause only after reasonable notice and opportunity to be heard before the body proposing to remove the director.

  4. Resignation: A director may resign by delivering his written resignation to the president, treasurer or clerk of the corporation, to a meeting of the members of directors or to the corporation at Its principal office. Such resignation shall be effective upon receipt, unless specified to be effective at some other time, and acceptance thereof shall not be necessary to make It effective unless it so states.

  5. Vacancies: Any vacancy in the board of directors, except a vacancy resulting from enlargement which must be filled in accordance with Section II.b, may be filled by the Board of Directors. Should there exist more than three vacancies, such vacancies must be filled within thirty days. Each successor shall hold office for the unexpired term of the director whose place is vacant or until he sooner dies, resigns or is removed or becomes disqualified. The directors shall have and may exercise all their powers, notwithstanding the existence of one or more vacancies in their number.

  6. Regular Meetings: Regular meetings of the directors may be held at any time and at any place within the United States, as the directors may determine.

  7. Special Meetings: Special meetings of the directors may be held at any time and at any place within the United States when called by the president or by two or more directors.

  8. Call and Notice:
    1. Regular Meetings: No call or notice shall be required for regular meetings of directors, provided that (i) reasonable notice of the first regular meeting following the determination by the directors of the times and places for regular meetings shall be given to absent directors, (ii) reasonable notice specifying the purpose of a regular meeting shall be given to each director if either contracts or transactions of the corporation with interested persons or amendments to these bylaws are to be considered at the meeting, and (iii) reasonable notice shall be given as otherwise required by law, the Articles of Organization, or these bylaws.

    2. Special Meetings: Reasonable notice of the time and place of special meetings of the directors shall be given to each director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the Articles of Organization, or these bylaws or unless there is to be considered at the meeting (i) contracts or transactions of the corporation with interested persons, (ii) amendments to these bylaws, or (iii) removal of a director.

    3. Reasonable Notice: Except as otherwise expressly provided, it shall be reasonable notice to a director to send notice by mail or email at least forty-eight hours, or by telegram at least twenty-four hours, before the meeting addressed to him at his usual or last-known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting.

    4. Waiver of Notice: whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him (or his attorney thereunto authorized) before or after the meeting, Is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.

  9. Quorum: At any meeting of the directors, a majority then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum Is present, and the postponed meeting may be held with notice as provided in Section W.L.3.

  10. Voting: when a quorum is present at any meeting, a majority of the directors present and voting may decide any question, unless otherwise provided by law, the Articles of Organization or these bylaws.

  11. Action by Consent: Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all of the directors consent to the action in writing and such consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes at a vote at a meeting.

  12. Compensation: No officer holder shall be compensated for their normal services as an officer of the corporation. Officers shall not be precluded from serving the corporation in any other capacity and receiving reasonable compensation for any such services with approval of the Board of Directors.

V) OFFICERS

  1. Number and Qualification: The officers of the corporation shall be a president, vice president. a treasurer, a clerk, five directors and such other officers, if any, as the members may elect. The clerk shall be a resident of the Commonwealth of Massachusetts, unless the corporation has a resident agent appointed to accept service of process. A person may hold only one office at a time. If required by the Board of Directors, any officer shall give the corporation a bond for the faithful performance of his duties in such amount and with such surety or sureties as shall be satisfactory to the directors.

  2. Election: The president, vice president, treasurer and clerk, and such other officers as the members may elect, shall be elected annually by the members at the annual meeting of the members. Vacancies of offices, if any, may be filled by and from the board of directors by election at any time.

  3. Term: The president, vice president, treasurer, clerk, the three directors and other officers shall each hold office until the next annual election of the members and until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified, unless an alternate term shall have been specified by the terms of his election or appointment.

  4. President and Executive Vice President: The president shall be the chief executive officer of the corporation except as the directors may otherwise provide. and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. The president shall also have such other duties and powers as the directors may determine. The president shall preside at all meetings of the members and at all meetings of the directors.

The vice president or vice presidents, if any. shall have such duties and powers as the directors shall determine. The vice president, or executive vice president if there is more than one, shall have and may exercise all the powers and duties of the president during the absence of the president or in the event of his inability to act.

  1. Treasurer: The treasurer shall be the chief financial officer of the corporation. The treasurer shall, subject to the direction of the directors, be in charge of the financial affairs of the corporation, shall keep full and accurate records thereof and shall act as chairperson for the finance committee. The treasurer shall have such other duties and powers as the directors shall determine.

  2. Clerk: The clerk shall record and maintain records of all proceedings of the members and directors in a book or books kept for that purpose, which book or books shall be kept within the Commonwealth of Massachusetts at the principal office of the corporation or at the office of its clerk or of its resident agent, and shall be open at all reasonable times to the inspection of any member. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the Articles of Organization and bylaws and names of all members and directors and the address of each. If the clerk is absent from any meetings of members or directors. a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting

  3. Removal: An officer may be removed from his office with cause by the vote of a 2/3 of the directors then in office. An officer may be removed for cause only after reasonable notice and opportunity to be heard before the directors.

  4. Resignation: An officer may resign by delivering his written resignation to the president, the vice president, treasurer or clerk of the corporation, to a meeting of the members or directors, or to the corporation at its principal office. Such resignation shall be effective upon receipt, unless specified to be effective at some other time, and acceptance thereof shall not be necessary to make it effective unless it so states.

  5. Vacancies: If the office of any officer becomes vacant, the directors may elect a successor for said office from existing members. Each such successor shall hold office for the unexpired term of the officer whom he replaced, and, in the case of the president, the vice president. treasurer and clerk, until his successor is chosen and qualified, and in each case until he sooner dies, resigns, is removed or becomes disqualified.

VI) EXECUTION OF PAPERS

Except as the Board of Directors may generally or, in particular cases, authorize the execution thereof in some other manner, all deeds, leases contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the president and the treasure.

VII) PERSONAL LIABILITY

The members, directors and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. All persons. corporation or other entities extending credit to, contracting with, or having any claim against. the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages. judgement or decree, or of any money that may otherwise become due or payable to them from the corporation.

VIII) AMENDMENTS

These bylaws may be amended at any time by a 2/3 consent of 1/3 of the total membership.

IX) DISSOLUTION

At such time as the corporation is dissolved, all assets of the corporation shall become the property of a qualified, designated tax-free organization. as required by the official code of the Office of Internal Revenue.

-- GeorgeClark - 01 Jan 2005
Death is just nature's way of telling you to watch your airspeed. --Anon.

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