BYLAWS

of  the

GILLESPIE PILOTS ASSOCIATION

 

ARTICLE I. NAME, PRINCIPAL OFFICE, PURPOSES, AND ORGANIZATIONAL MATTERS

 SECTION 1. NAME 

The name of this Association shall be the Gillespie Pilots Association, a nonprofit, mutual benefit corporation operating under the laws of the State of California.

SECTION 2. PRINCIPAL OFFICE

The principal office of the Association for transaction of business shall be in the City of El Cajon, San Diego County, California.

SECTION 3. PURPOSE

The purpose of this Association shall be as stated in its Articles of Incorporation.

SECTION 4. LEGISLATIVE AND POLITICAL PURPOSES

No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

SECTION 5. FISCAL

A. All funds of the Association shall be deposited in an account in the name of the Gillespie Pilots Association and may be withdrawn only by draft bearing the signature of the president (for amounts up to and including $200) or the signatures of any two of the president, secretary, or treasurer (for amounts over $200).

B. The fiscal year of the Association shall be from January 1 to December 31.

C. An annual report to the members shall be made within 120 days of the close of the fiscal year.

SECTION 6. DISSOLUTION

Dissolution of the Association and the distribution of the assets therefrom shall be governed by the Articles of Incorporation.

SECTION 7. DUES

Membership dues may be changed by a majority vote of the members present at a regular meeting provided that proper notice has been given by publication in the newsletter or other writing at least thirty days prior to the action to be taken. Dues will become payable at a time determined by a majority vote of the members present and will become in arrears thirty days following the date payable.

SECTION 8. NOTICES

The Associations newsletter shall serve as the official means of communicating and giving timely notice to the membership. Except for notices relating to amendments to the Articles of Incorporation or the Bylaws, communications may be effected by means of electronic mail with those members having that capability.

ARTICLE II. MEMBERSHIP                                                                         

SECTION 1. ELIGIBILITY

Any natural person having an interest in aviation consistent with the Articles of Incorporation and Bylaws of the Association may become a member upon payment of dues as established by the membership. There shall be only one class of membership with full voting rights as established by California law.

SECTION 2. TERMINATION OF MEMBERSHIP

A. Membership shall terminate on the non-payment of dues.

B. The Board of Directors may vote the dismissal of a member if it has cause to believe he is of objectionable character or by any act has brought discredit to the Association. Such action must be by a two-thirds vote of the Directors of the Association.

C. The members present at a regularly-called general meeting may vote the dismissal of a member if they have cause to believe he is of objectionable character or by any act has brought discredit to the Association. Such action must be by a two-thirds vote of the members present.

C. Any officer or other member of the Association may resign his office or membership by submitting a written request to the president of the Association; in case said officer is the president, resignation should be handed to the vice president.

SECTION 3. NON-LIABILITY OF MEMBERS

A member of the Association shall not, solely because of membership, be personally liable for the debts, obligations, or liabilities of the Association.

ARTICLE V. OFFICERS AND DIRECTORS

SECTION 1. OFFICES AND ELIGIBILITY

A. The elected officers shall include a president, vice president, secretary, treasurer, and three additional directors.

B. The elected officers and the immediate past president shall constitute the Board of Directors.

C. Directors of the Association shall be residents of San Diego County, California, and dues paying members of the Association in good standing.

SECTION 2. NOMINATING COMMITTEE

Prior to the regular meeting at which elections shall be held, the Board of Directors shall appoint three members to serve as the nominating committee. In addition, nominations may be accepted from the floor during that regular membership meeting.

SECTION 3. NOMINEES

Nominees for elective office must be Association members for at least three consecutive months immediately preceding an election.

SECTION 4. ELECTIONS

A. Elections shall be held during the Association’s regular meeting in November.

B. Election of officers shall be by a majority vote of members voting.

C. Officers shall assume their duties on January 1 following their election.

SECTION 5. VACANCY IN OFFICE                                                        

A. All vacancies shall be filled by selection and vote of the Board of Directors.

B. Any member of the Board of Directors may be removed from office by a majority vote of the Board of Directors for misconduct or neglect of duty or for any reason by a two-thirds vote of the entire membership.

SECTION 6. TERM OF OFFICE

Directors shall serve for a term of  one  year.

ARTICLE VI. DUTIES OF THE BOARD OF DIRECTORS AND OFFICERS

SECTION 1. GENERAL DUTIES OF THE BOARD OF DIRECTORS

The Board shall have all duties and powers as set forth in the Articles of Incorporation. It shall carry out the purposes of the Association according to the laws of California, the Articles of Incorporation, and these Bylaws.

SECTION 2. SPECIFIC DUTIES OF THE BOARD AND OFFICERS

A. The president shall preside at all Association meetings and Board meetings and shall enforce the observance of the Bylaws; he shall see that all officers and members of committees perform their respective duties as enjoined by the Bylaws, shall appoint all committee chairmen, shall carry out the collective wishes of the members, and shall be their spokesman on matters of Association policy.

B. The vice president shall assist the president in the performance of his duties and shall preside at the Association membership meetings or Board meetings in the absence of the president.

C. The secretary shall maintain current copies of the Association’s Articles of Incorporation and Bylaws. As assigned by the Board of Directors, he shall be responsible for the accurate account of all transactions of the Association meetings, shall serve as custodian and file all papers and documents pertaining to Association transactions, shall handle Association correspondence, shall issue all notices as directed by the members in meetings or by the president, shall see that correct lists of members including address and telephone numbers are maintained, and shall perform such other duties as specified by the Board of Directors.

D. The treasurer shall be responsible for the control of all monies due the Association and shall hold receipts for them, shall make the reports of the receipts and expenditures at the annual membership meeting, pay out such monies as authorized by the Board, shall file such reports as are required by the U.S. Government or the State of California, and shall perform such other duties as are specified by the Board of Directors.

ARTICLE VII. COMMITTEES

SECTION 1. SELECTION AND DUTIES

A. The president may appoint chairmen for such committees as are deemed appropriate.

B. Members of the committees shall be chosen by each chairman in consultation with the Board of Directors.

C. Duties of the committees shall be determined by the Board of Directors.

ARTICLE VIII. MEETINGS

SECTION 1. PLACE

Meetings of members and of the Board of Directors shall be held at such locations in San Diego County, California, as may be designated from time to time by the Board of Directors.

SECTION 2. ANNUAL MEETINGS                                                          

The annual business meeting of the membership and the Board of Directors shall be in April of each year. The date for the annual meeting may be changed by vote of the membership. Notice of the annual meeting shall be published in the Association newsletter.

SECTION 3. REGULAR MEETINGS

Regular meetings of the membership and the Board of Directors shall be held monthly or at such times as deemed convenient by the Board of Directors, and notice of meetings shall be published in the Association newsletter.

SECTION 4. SPECIAL MEETINGS

Special meetings of the Board or the membership may be called by the president, a majority of the Board members, or by ten percent of the members. A seven-day written or oral notice of a Board meeting shall be given to the Board members. A thirty-day written notice of a membership meeting shall be given to the members.

ARTICLE IX. VOTING AND AMENDMENT OF BYLAWS

SECTION 1. MEMBERS’ RIGHTS AND VOTING PRIVILEGES

A. A member shall be entitled to cast one vote for the election of each officer.

B. Members may have access to Association records within thirty days, upon written demand to the president and at a time mutually agreeable.

SECTION 2. QUORUMS AND VOTING

A. At meetings of the Board of Directors, a quorum for transaction of business shall be a majority of the current Board members.

B. Presence of one-third of the membership or fifteen members, whichever is fewer, at a regular or special meeting shall constitute a quorum for transaction of business.

C. Members may vote by mail, but the membership must be advised when and where the ballots are to be returned in order to be counted and valid. Members may vote by electronic mail provided that a hard copy printout of each such ballot shall be retained in the corporate records for a period of ninety days following its effective date.

SECTION 3. AMENDMENT OF BYLAWS

A. The Bylaws may be amended at a regular or special meeting of the membership by a vote of two-thirds of those present. The proposed amendments shall be submitted to all members at least thirty days prior to the meeting.

B. Proposed amendments may be submitted by the Bylaws committee or the Board.

C. An amendment shall be in effect immediately upon conclusion of the voting unless otherwise ordered by the membership or otherwise provided within the amendment itself and shall be announced in the Association newsletter to the membership as soon as practicable after its adoption.

D. An amendment, with the date of adoption, shall be recorded by the secretary and shall be appended to the Bylaws.

ARTICLE X. CONDUCT OF MEETINGS

SECTION 1. RULES

                                                                                                         

A. The conduct of all meetings of the membership and of the Board of Directors shall be governed by the latest revised edition of Robert’s Rules of Order where not specifically provided for in these Bylaws.

CERTIFICATE OF RECORDING SECRETARY

I, the undersigned, do hereby certify that I am the duly elected secretary of the Gillespie Pilots Association, a California nonprofit, mutual benefit corporation, and that the foregoing Bylaws constitute the Bylaws of said corporation as duly adopted at a meeting of the membership held on April 16,  2005

 

Dated: ___________________________

 

_________________________________

Lorna Pasos

Secretary

Rev. April 16, 2005