ARCTIC FLYING CLUB, INC.

P.O. Box 72772

Fairbanks, Alaska 99707

BYLAWS
Download a Word Document of this here: AFC-Bylaws-UpdatedMay04.doc 

Updated May, 2004

ARTICLE 1 - PURPOSE

Section 1. The purposes of this organization (“the Club”) are to stimulate and encourage interest in aviation, to advance the knowledge among its members of flying and related matters, and to provide for its members convenient and economical means for private flying.

ARTICLE II - MEMBERSHIP

Section 1. Only persons over the age of eighteen years and whose application has been approved shall be eligible for membership.

Section 2. A person duly elected to this Club as herein and before stated, shall be deemed a member upon payment of an initial fee as determined by the Board of Directors. Each member shall be assessed monthly dues at a rate to be determined by the Board of Directors. The monthly dues may be reduced at the discretion of the Board of Directors. No increase in such dues shall be made without the vote of a majority of active, paid up members.

Section 3. An application form approved by the Board of Directors will be submitted by all applicants for membership.

Section 4. A member may withdraw from the Club upon notification to the Secretary-Treasurer in writing. The Club will purchase withdrawn memberships at a price to be determined by the Board of Directors, less any fees, fines, dues or monies due the Club.

Section 5. A member may be expelled by a two-thirds vote of the Board of Directors voting at any regular or special meeting of the Board. Ten days notice shall be given to each member who shall have the right to be heard either in person or by counsel at a meeting of the Club called for this purpose. A member so expelled shall receive from the Club a sum determined to be reasonable by the Board of Directors less any monies, dues or fines owing to the Club.

Section 6. Any member two months in arrears in the payment of dues or owing over $150.00 may be suspended, is subject to expulsion, and is not considered a member in good standing.

Section 7. As many as but not more than five members per aircraft may be student pilots. Any student pilot member may be subject to review of membership qualifications by the Board of Directors if the student pilot exceeds two years of Club membership or one hundred hours of flight training without securing private pilot certification.

ARTICLE III - DIRECTORS

Section 1. The powers, business and property of the Club shall be exercised, conducted, and controlled by a Board of Directors of eight members.

Section 2. The President, Vice President, Secretary-Treasurer, Operations Officer, Aircraft Maintenance Officer, and three additional Board members shall be elected at the annual meeting, and shall serve for one year.

Section 3. In case of a vacancy on the Board, the remaining Directors shall fill such vacancy by appointment from the Club membership at the first regular meeting of the Board of Directors following such vacancy, and the successor shall hold office for the balance of the unexpired term. If three or more vacancies occur at any one time, they shall be filled by vote of the members at a meeting duly called.

Section 4. Meetings of the Board of Directors shall be held as needed at a time and place to be determined by the President.

Section 5. Special meetings of the Board of Directors shall be called at any time on order of the President or on the order of any two Directors.

Section 6. Notice of special meetings of the Board of Directors stating the time and, in general terms, the purpose, shall be announced not later than the day before the day of the appointed meeting. If all Directors shall be be present at any meeting, business may be transacted without previous notice.

Section 7. Five Directors shall constitute a quorum of the Board at all meetings and the affirmative vote of a majority of the Directors present shall be necessary to pass any resolution or authorize any act of the Club.

Section 8. Each member of the Board of Directors shall serve without any compensation or reward, except as otherwise provided in the Bylaws.

Section 9. The Board of Directors shall keep a complete record of all its acts and proceedings of its meetings and present a full statement at the regular meeting of the members showing in detail the condition of the affairs of the Club.

Section 10. The Board of Directors shall have the power and authority to promulgate and enforce all rules and regulations pertaining to the use and operation of Club property and to do and perform or cause to be done and performed any and every act which the Club may lawfully do and perform.

Section 11. Members may be nominated or may declare their own candidacy for any elected office of the Club at or before the annual meeting at which officers and Board members are elected.

ARTICLE IV - OFFICERS

Section 1. The executive office of the Club shall have a President, Vice President, Operations Officer, Secretary-Treasurer, and Aircraft Maintenance Officer. Operations Officer may be left vacant until such time as the Board deems that position necessary.

Section 2. The President, Vice President, Operations Officer, Secretary-Treasurer, and Aircraft Maintenance Officer shall be elected by the members from their own number at the first meeting of the organization of the corporation, and thereafter, at the regular annual meeting of the members. They shall hold office for twelve months and thereafter until their successors are elected and qualified.

Section 3. The President and/or Vice President may receive a reduction in monthly dues at the discretion of the Board of Directors but shall otherwise serve without compensation or reward. The Secretary-Treasurer, Operations Officer, and Aircraft Maintenance Officer may each receive a reduction in monthly dues and/or flying time credit as determined by the Board of Directors.

Section 4. The duties of the officers shall be such as usually attached to such offices and, in addition thereto, such further duties as may be designated from time to time by the Board of Directors.

ARTICLE V - PRESIDENT

Section 1. The President shall call any special meetings of the Board of Directors and shall have, subject to the advice and consent of the Directors, general charge of the business of the Club; shall execute with the Secretary-Treasurer, in the name of the Club, all certificates of membership, contracts, and instruments other than checks which have been first approved by the Board of Directors.

Section 2. The President shall be responsible to the Board of Directors for the operation of the Club; shall make and enforce decisions regarding the suitability of all equipment and the qualifications of all members for every type of flight operation; shall recommend for approval to the Board of Directors all operational rules of the Club and shall report with recommendations all violations of such rules by any member of the Club.

ARTICLE VI - VICE PRESIDENT

Section 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.

ARTICLE VII - SECRETARY-TREASURER

Section 1. The Secretary-Treasurer shall keep the minutes of all proceedings of the members and of the Board of Directors; shall attend to the giving or serving of notices of all meetings of the Board of Directors and otherwise; shall maintain the Club's membership rolls and records, Bylaws, the Club seal, if any, and such other books and papers the Board of Directors shall direct; shall execute with the President in the name of the Club all certificates of membership, contracts and instruments which have been first approved by the Board of Directors.

Section 2. The Secretary-Treasurer shall execute in the name of the Club all checks for expenditures authorized by the Board of Directors; shall receive and deposit all funds of the Club in the financial institution selected by the Board of Directors, which funds shall be paid out only by check as hereinbefore provided; and shall also account for all receipts, disbursements, and balance on hand.

ARTICLE VIII - AIRCRAFT MAINTENANCE OFFICER

Section 1. The Aircraft Maintenance Officer shall be responsible for ensuring that the Club's aircraft are maintained in proper operating condition by or under the supervision of a properly certificated mechanic, including all checks, inspections, major overhauls, and compliance with all airworthiness directives.

Section 2. The Aircraft Maintenance Officer shall be responsible for maintaining current information in the log books of the aircraft.

Section 3. The Aircraft Maintenance Officer shall be responsible for all papers required to be carried in the aircraft and for the execution of all papers required on the completion of inspections and major repairs.

ARTICLE IX - OPERATIONS OFFICER

Section 1. The Operations Officer shall serve as Vice President in the Vice President's absence and be responsible for the establishment of rules concerning the flying activities of the Club and shall be charged with their enforcement. The Operating Rules shall be approved by the Board of Directors.

ARTICLE X - VACANCY

Section 1. If the office of the President, Vice President, Secretary-Treasurer, or Aircraft Maintenance Officer becomes vacant for any reason, the Board of Directors shall fill such vacancy at the first regular meeting following such vacancy, and the successor shall hold office for the balance of the unexpired term. An Operations Officer vacancy shall be filled as required by Board of Directors.

ARTICLE XI - CHIEF PILOT

Section 1. The President shall appoint a Chief Pilot from the Club's membership or Club-authorized Certified Flight Instructors (“CFIs”) who shall serve as an ex-officio member of the Board of Directors (unless otherwise elected thereto).

Section 2. The Chief Pilot shall oversee the work of flight instructors providing services to Club members in the Club's aircraft, including the orientation, check out, authorization and recurrent training of said instructors. Only CFIs specifically authorized by the Club's Chief Pilot may instruct, check out, or provide other services to members in the Club's aircraft.

ARTICLE XII- SAFETY BOARD

Section 1. A Safety Board shall be designated as necessary by the Board of Directors for each aircraft accident or incident involving a member of the Club and any equipment belonging to the Club.

Section 2. The Safety Board shall consist of three members of the Club who were not involved in the accident, and two Board members.

Section 3. The Safety Board shall inquire into the facts, conditions and circumstances of such accident; shall arrive at conclusions regarding the probable cause and the responsibility for said accident and shall make known to the Board of Directors and to all parties involved in the accident their findings in the form of a written report. Such reports shall be available to any member of the Club upon request.

ARTICLE XIII - HEARINGS

Section 1. The Board of Directors, upon receipt of the finding of the Safety Board, shall offer to all parties involved in the accident the opportunity of a hearing. After the hearing or if such hearing is waived by all parties involved in the accident, the Board of Directors shall decide action to be taken, if any. The decision of the Board of Directors shall be final.

Section 2. All financial obligations imposed on any member as a result of the decision of the Board of Directors shall be satisfied within thirty days of written notice.

ARTICLE XIV - MAINTENANCE PROVISIONS

Section 1. The Maintenance Officer shall make available to each member a copy of any maintenance-related rules, and members will be expected to read and comply with them.

ARTICLE XV - OPERATIONS PROVISIONS

Section 1. Each member shall be furnished a copy of all Operating Rules concerning the flying activities of the Club, and will be expected to read and comply with them.

ARTICLE XVI - MEETINGS AND BALLOTING

Section 1. All meetings of the members except as here and otherwise provided shall be held at a place to be determined by the President.

Section 2. The annual meeting of the Club shall be held during April or May at such time as the Board of Directors shall determine.

Section 3. Notice of the annual meeting of the members shall be given by a notice mailed and/or emailed to each member at his last known postal and/or email address at least five days before such annual meeting.

Section 4. Special meetings of the members may be held at such time and place as the President may determine, or may be called by a majority of the Directors, or by written petition of at least five members. It shall be the duty of the Secretary-Treasurer to call such meeting within thirty days after demand.

Section 5. Notice of special meetings of members, stating the time and, in general terms, the purpose thereof shall be given in a like manner as a notice required for the regular annual meetings. If all members shall be present at any meeting, any business may be transacted without previous notice.

Section 6. At any meeting of the members, a quorum shall consist of one-third of the members that are in good standing.

Section 7. The line of succession for the presiding officer at all meetings shall be President, Vice President, Operations Officer, Secretary-Treasurer, Aircraft Maintenance Officer. If a presiding officer is not present, the meeting cannot be held.

Section 8. At every meeting of the members, each member shall have only one vote.

Section 9. A majority vote of the members present is necessary for the adoption of any resolution and for the election of a member to the Board of Directors.

Section 10. Voting on club issues may also be done, at the discretion of the Board of Directors, by ballots distributed and returned by postal or electronic mail. Members shall have fifteen days to respond after a distribution of ballots by postal or electronic mail, at which time if the number of returned ballots equals or exceeds a quorum as defined in Article 15, Section 6, above, then the majority of returned ballots shall control; or, receipt of enough “yea” or “nay” votes to constitute a majority of the members in good standing shall control.

ARTICLE XVII - CHARGES

Section 1. The charge to each member per hour of flight time will be determined by the Board of Directors and such charge shall be included in the Operating Rules.

Section 2. Each member may be assessed an amount in addition to the regular monthly dues to meet Club expenses or to make purchases the Board of Directors has determined to be desirable.

ARTICLE XVIII - INSURANCE AND FINANCIAL RESPONSIBILITY

Section 1. The Club shall maintain liability insurance, and, at the discretion of the Board of Directors, hull insurance, for all Club aircraft. No expense or obligation whatsoever shall be incurred by members of this association except as incurred and set forth within these Bylaws and Constitution.

Section 2. In the event of any damage to the equipment belonging to the Club due to member negligence, the member involved may be responsible up to the amount of the insurance policy deductible as well as for further costs incurred not covered by insurance.

Section 3. All issues of member negligence regarding damage to Club property shall be decided exclusively under the procedures described in Articles XII and XIII of these Bylaws.

ARTICLE XIX - CAPITAL INVESTMENTS

Section 1. The Board of Directors may authorize expenditures for accessories for existing aircraft deemed necessary and desirable for safety of flight or members' convenience to an amount not exceeding $5,000.00 provided the Club is in satisfactory financial condition.

Section 2. Capital expenditures in excess of $5,000.00 shall be proposed by the Board and approved by a majority vote of members in good standing.

ARTICLE XX - SURPLUS

Section 1. The net savings or surplus remaining after all operating costs and other expenses have been paid shall remain in the Club's treasury for the purchase of new equipment, for contingencies or for reducing the hourly rates for flying as shall be determined by the Board of Directors. The net savings in any event shall not be distributed to the members for their individual use.

ARTICLE XXI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 1. The Board of Directors may authorize any officer or officers to enter into any contracts or execute or deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances.

Section 2. No loan shall be contracted on behalf of the Club and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.

Section 3. All funds of the Club not otherwise employed shall be deposited from time to time to the credit of the Club at such banks, trust companies or depositories as the Board of Directors may select.

ARTICLE XXII - AMENDMENTS

Section 1. These Bylaws may be repealed or amended or new Bylaws adopted at any meeting of the members called for that purpose or at any regular meeting of the members by two-thirds majority vote of such members.