Rochester Flying Club, Inc.
Bylaws
Article 1. Club Organization and Purpose
1.
The Rochester Flying Club, Inc. (the “Club”) is a not-for-profit corporation based at the Greater
Rochester International Airport in Rochester, New York. The Club is organized to encourage public
interest in aviation, to instruct in aeronautical subjects, and to provide the aircraft necessary for this
instruction.
2.
All assets shall be in the name of the Club, with members having no individual ownership.
3.
Aircraft owned by the Club shall be for the exclusive use of its members and may not be used for
charter or commercial uses as defined by Title 14 of the Code of Federal Regulations.
4.
No facilities shall be provided or maintained for social or recreational activities.
5.
In the event of dissolution of the Club, remaining assets, after payment of liabilities, shall be disposed
of exclusively to one or more New York State chartered not-for-profit organizations operated
exclusively for charitable, educational or scientific purposes.
6.
The Internal Revenue Service has approved the Club as a 501(c) (7) organization.
Article 2. Membership
1.
Any member wishing to resign from the Club or change his/her membership status must submit a
written notice of this intention as specified in the Club Rules and Regulations.
2.
The Club has two types of membership: active and inactive. An active member in good standing has
flying privileges and the right to vote in Club elections. An inactive member has no flying or voting
privileges. Both types of members are considered to be in good standing if the member has not
resigned or been expelled as hereinafter provided, and is not more than 30 days in arrears for valid
charges.
3.
The Club has three types of Certified Flight Instructor (CFI) members: CFI-active, CFI-inactive, and
CFI-only. A CFI-active member is a club-approved instructor that has all privileges of an active
member. A CFI-inactive (I.e., Class 6) member is a club-approved instructor with no active member
rights. A CFI-only member is a club-approved instructor with no active member rights. All applicants
for membership must first meet with and be accepted by the Officers of the Club, and then serve a six
month probationary period during which time they may fly Club aircraft but do not have voting rights.
At the completion of the six-month period, the probationary member may, at the recommendation of
the Officers, be granted full active membership by a majority vote of the active members present at a
membership meeting or by proxy.
4.
A member may be expelled, suspended, or subjected to other punitive action if he/she violates any
Club rule or bylaw or if it is determined that the member’s actions are not in the best interests of the
Club. Expulsion or suspension shall be at the recommendation of the Officers, and approved by a
majority vote of the Board of Directors. The member charged shall be provided a statement of the
charges at least fifteen days before action is taken and shall all privileges suspended. A notice of the
time and place where the Board of Directors will take action so the member may have the opportunity
of presenting a defense shall accompany the statement. Should the member wish to appeal the
decision of the Board of Directors, the member may present his/her case at the next membership
meeting. A decision by the Board of Directors to expel or suspend a member can be overturned by a
majority vote of the active members present at a membership meeting or by proxy, subject to the
procedural requirements governing membership meetings under Article 7.
Article 3. Board of Directors
1.
Five active members, four of whom are elected by the membership for three-year terms, shall comprise
the Board of Directors, which is responsible for overseeing the management, operations, finances and
property of the Club. The fifth member shall be the President of the Club, who is an ex-officio voting
member. The Board may vote to have an inactive member fill a Board opening approval by a vote of
the active members.
2.
At least one board member shall be elected annually. No board member may serve more than three
consecutive terms unless approved by the Board of Directors.
3.
The Board shall elect a Chairperson at their first meeting following the spring election, by a majority
vote, to serve for one year. The President may not be the Chairman of the Board.
4.
Should any member of the Board of Directors be absent from three consecutive Board of Directors’
meetings without providing an acceptable excuse for the absences, his/her seat may be declared vacant
by a majority vote of the Board of Directors.
5.
Any member of the Board can be removed from office by a majority vote of the active members
present at a membership meeting or by proxy, subject to the procedural requirements governing
membership meetings under Article 7.
6.
Vacancies on the Board of Directors shall be filled by a majority vote of the remaining Board
Members at the next Board of Directors’ meeting, subject to approval by a majority of the active
members present at the next membership meeting or by proxy. The person elected shall hold the office
for the balance of the unexpired term.
7.
It shall be the responsibility of the Board of Directors to assure that the Club is operated in a
financially sound manner that is consistent with the Club’s articles of incorporation. An annual
financial report shall be prepared within ninety days following the end of the calendar year and
presented at the next membership meeting.
8.
The Board of Directors may establish, modify, or abolish offices as deemed necessary, and are
responsible for writing the descriptions of each office.
Article 4. Officers
1.
There shall be a President, Vice-President(s), Secretary, and Treasurer(s), who are active members of
the Club and are elected by a vote of the active members of the Club. (See Duties and Powers of
Officers)
2.
The term of office for the elected Officers of the Club shall be one year commencing on the first day of
the month following the election. No officer shall hold the same office for more than five consecutive
terms unless approved by the Board of Directors.
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3.
Any officer can be removed from office by a majority vote of the active members present at a
membership meeting or by proxy, subject to the procedural requirements governing membership
meetings under Article 7.
4.
The Officers shall be responsible for the day-to-day operation of the Club.
5.
Decisions involving expenditures exceeding an amount determined by the Board of Directors shall
require prior approval by the Board of Directors.
6.
Officer vacancies shall be filled as early as possible by the Board of Directors, subject to approval by a
majority of the active members present at the next membership meeting or by proxy. The newly
appointed officer shall hold office for the balance of the unexpired term.
Article 5. Fees
1.
Entrance, training, insurance and flying fees, and all other charges shall be established by the Board of
Directors at the recommendation of the Officers. All charges are due as billed to the member.
2. A schedule of fees shall be made available to all active members.
Article 6. Club Rules and Regulations
1.
The Club shall maintain a list of Rules and Regulations, which shall be provided to all active members
and available on the Club website.
2.
The Officers of the Club shall be responsible for maintaining, updating and enforcing the Club’s Rules
and Regulations.
3.
The Officers in consultation with the Board of Directors shall make changes to the Club’s Rules and
Regulations.
4.
Any Club rule or regulation can be overturned or amended by a majority vote of the active members
present at a membership meeting or by proxy, subject to the procedural requirements governing
membership meetings under Article 7.
Article 7. Meetings
1.
Board of Director’s Meetings. The Board of Directors shall hold at least four meetings each year.
The meetings shall be called by the Chairman of the Board whenever deemed necessary, or at the
specific request of two or more board members. Minutes of the Board of Directors’ meetings shall be
provided to the Secretary. A majority of the Board of Directors shall constitute a quorum, with a
majority vote of the board members present sufficient to transact business.
2.
Officers’ Meetings. The President shall call meetings of the Officers. A majority of the Officers shall
constitute a quorum, with a majority vote of the Officers present sufficient to transact business.
3.
Membership Meetings.
a)
Semi-annual meetings of the membership shall be held in the spring and fall of each year.
Election of the President, Secretary, and Members of the Board of Directors shall be held at the
membership meeting in the spring. Election of the Vice President(s) and Treasurer(s) shall be held
at the membership meeting in the fall.
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b) At least ten days prior to a meeting at which an election will be held, the Secretary shall provide to
each active member a notice of the meeting, the candidates’ names and a proxy ballot for use if the
member is unable to attend the meeting. Written nominations, endorsed by at least five active
members, may be sent to the Secretary at least twenty days prior to the meeting, for inclusion in
the election. Nominations will also be accepted from the floor at the membership meeting. Any
contested election shall be decided by secret ballot (including proxies) at the membership meeting.
c)
At the discretion of the Officers, and with approval from the Board of Directors, alternative means
for conducting membership votes may be authorized, such as ballots included with statements and
returned with member payments, voting via the Internet, and/or other such methods or
combinations of methods.
d) At least twenty-five percent of the active members eligible to vote, including at least one officer,
shall constitute a quorum at membership meetings. A majority vote of the active members who are
present at the meeting or who vote by proxy is sufficient for transacting business except as
otherwise noted in the bylaws.
e)
No vote to approve, modify, or overrule a decision, bylaw, rule, or action passed by the Officers or
Board of Directors shall be taken at any membership meeting unless written notice of the proposed
vote has been given to active members at least ten days prior to the meeting.
f)
No vote to remove an Officer or Board Member from office shall be taken at any membership
meeting unless written notice of the proposed vote has been given to active members at least ten
days prior to the meeting.
g) Roberts Rules of Procedure will apply at all membership meetings.
Article 8. Amendments
1.
These Bylaws may be amended, repealed, or altered in whole or in part, by a vote of three-quarters of
the active members who are eligible to vote. Members who are eligible to vote, but who are absent
from the meeting, may vote by proxy. The proposed change(s) shall be provided to each active
member at least ten days prior to the meeting at which the change is to be considered, or at least ten
days prior to the final date for receiving ballots if an alternative voting procedure is used.
Passed on 12/22/2008
Revised 9/23/2008 Bob Slocomb/Phil Urban/Ryan Boatright
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