By Laws of the WESTERN NEW YORK FLYING CLUB, INC.

JUNE 1987 with revisions

ARTICLE ONE

Organization

• A) The name of the organization shall be the Western New York Flying Club, Inc.
• B) The organization shall have a corporate seal.

ARTICLE TWO

Purposes

• To promote and encourage interest in aircraft operation and ownership for the benefit of members of the corporation.
• To own or lease and maintain one or more aircraft for education, transportation, and general use of the members of the corporation, or such individuals as the Board of Directors (hereafter B.O.D.) may designate pursuant to these By-Laws which hereafter may be adopted.

ARTICLE THREE

Membership

• A) The membership of this organization shall consist of such persons elected to membership by the B.O.D. pursuant to the By-Laws of the Corporation.
  • a) Student – A student member shall be a student pilot as defined by the FARs.
  • b) General – A general member shall, as a minimum qualification possess a Private Pilots License and shall be a person qualified to fly any powered aircraft designated by the B.O.D. as suitable for operation by General Members.
• B) Procedure for admission of new members shall be determined by the B.O.D. and a unanimous vote of the B.O.D. shall be required for election to membership. Full payment of membership fee or such partial payment as shall be determined by the B.O.D. shall be required prior to admission to membership. In addition to membership fee, all members shall pay monthly dues and charges incurred for flying as determined by the B.O.D.
• C) All members of the organization shall abide by and observe the provisions of these By-Laws and such rules and regulations established pursuant thereto by the B.O.D. and by such officers of the organization as shall be duly authorized by the B.O.D. In addition to the foregoing, all members shall observe all of the Rules and Regulations of the Federal Aviation Administration in the operation of aircraft.
• D) Members may be removed from membership for cause. A member sought to be removed shall be notified in writing for the reason for such proposed removal and shall be entitled to a hearing before the B.O.D. of the organization or a committee duly established by the BO.D. upon not less than fifteen (15) days notice in writing. At such hearing the member shall be allowed to present evidence in support of his or her position.
• E) Upon written application, the B.O.D. may grant inactive status of any member upon such terms and conditions as the B.O.D. shall by resolution determine.
• F) Resignation from the Club shall be upon notification to the Secretary in writing.

ARTICLE FOUR

Insurance

ARTICLE FIVE

Election of Directors & Voting

• A) The annual meeting of the club shall be held on the second Sunday of September in each year or if that day be a legal holiday, then a subsequent date no more than two weeks thereafter. Notice of the annual meeting shall be given to each member by mail posted no later than thirty days prior to the date of such meeting setting forth the date, time and place thereof. Such notices shall be forwarded by the Secretary or by such other person as the Board shall appoint for such purpose.
• B) At the annual meeting, the members of the B.O.D. shall be elected for a term of two (2) years. Elections will be held every odd year for president, vice-president and treasurer; every even year for secretary and maintenance officer. The number of directors shall be as set forth in Article Six of these By-Laws.
• C) Not less than sixty (60) days prior to the date of the annual meeting, the B.O.D. shall appoint an election committee. The election committee shall call a membership meeting not less than thirty days prior to the annual election for the purpose of accepting nominations for the B.OD. from the floor. The nominees must accept or decline the nomination. If the nominee is not present, the nominator must present a letter signed by the nominee stating his/her acceptance of the nomination. All nominations shall require a second.
• D) A list of the persons nominated shall be mailed to each member not less than fifteen (15) days prior to the annual meeting.
• E) Elections shall be by secret written ballots and each member in good standing who has held membership status for not less than ninety (90) days as of the date of the annual meeting shall be entitled to one vote. A plurality of the votes cast at the annual meeting shall be required for election.
• F) All voting shall be in person, except that a member who shall certify in writing that he/she will be unable to attend the annual meeting due to illness or other substantial reasons may request an absentee ballot not less than five (5) days prior to the date of the annual meeting. Such ballots shall be provided by the Secretary or such other person as the B.O.D. may determine and shall be in such form as the B.O.D. may specify.

ARTICLE SIX

Board of Directors

• A) The business of this organization shall be managed by a Board of Directors, all of whom shall be general members. All of the Directors shall be a resident of the State of New York and shall be on the Club rolls for at least three (3) months prior to the day of election.
• B) Vacancies on the B.O.D. shall be filled at a regular meeting of the club.
• C) The Board of Directors shall consist of five (5) voting members: 1) President 2) Vice-President 3) Secretary 4) Treasurer 5) Maintenance Officer.
• D) Three members of the Board will make a quorum with a $2,500.00 limitation on any one expense.
• E) All Board Members must be of active status for his/her full term and upon going inactive will constitute automatic resignation to be filled by the next runner up on the previous election. If there was no runner up, the Board will appoint an interim member until the next election.
• F) The B.O.D. shall have the power and authority to promulgate and enforce all rules and regulations pertaining to the use and operation of the 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.

ARTICLE SEVEN

Meetings

• A) Regular meetings of the B.O.D. shall be held once each month at such time and place as shall be determined by the B.O.D.
• B) Special meetings of the B.O.D. may be called by the President. Three days notice of special meetings shall be given unless waived by each member of the B.O.D. The presence of not less than two-thirds of the members of the B.O.D. or three members whichever shall be greater, shall be required to constitute a quorum for the conduct of a meeting, the same number of votes shall be required to take action at any regular or special meeting.
• C) The B.O.D. shall cause to be kept by the Secretary a complete record of all its acts and proceedings of its meetings and to present this record to all or any of its club members upon their request within a reasonable time.
• D) All meetings of the B.O.D. shall be conducted in accordance with the current edition of “Roberts Rules of Order” except if the same shall be in conflict herewith.

ARTICLE EIGHT

Officers

• A) The officers of the corporation shall be comprised of the Board of Directors as stated in article six. Each term of office shall commence upon election and shall continue until the succeeding election of officers (B.O.D.) by the general membership.
• B) The officers of the corporation shall be as follows:
  • President
  • Vice President
  • Aircraft Maintenance Officer
  • Treasurer
  • Secretary

The B.O.D. will also appoint any other positions deemed necessary.

• C) PRESIDENT — The President shall preside over all membership and Board meetings. He/She shall by virtue of his office be Chairman of the Board of Directors. He/She shall present at each annual meeting of the corporation an annual report of the accomplishments and future aims ot the club. He/She shall appoint all committees, temporary and permanent. He/She shall cause to be properly kept or filed, all books, documents, reports and certificates as required by law. He/She shall be one of the officers who may sign checks or drafts of the corporation. He/She shall have such powers as may reasonably be construed as belonging to the chief executive of any club. He/She shall recommend for approval to the B.O.D. all operational rules of the club and shall report with recommendations all violations of such rules. He/She shall have, subject to the advice and control of the B.O.D., general charge of the club business, and shall execute in the name of the club, all contracts approved by the B.O.D.
• VICE-PRESIDENT — The Vice President shall be vested with all the powers and duties of the President in case of his/her absence or disability. He/She shall keep a record of club members medical certificates and biannual flight reviews. He/She shall also keep and maintain current all insurance the B.O.D. deems necessary.
• AIRCRAFT MAINTENANCE OFFICER — It shall be the duty of the aircraft Maintenance Officer to secure the services of F.A.A. certified aircraft and engine mechanics to maintain all club aircraft in the condition prescribed by F.A.A. regulations. He/She shall be responsible for keeping current all documents required to be carried by pilots in the aircraft and for the execution of all papers required upon the completion of inspections and major repairs.
• TREASURER — The treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He/She shall be one of the officers who shall sign the checks or drafts of the corporation. He/She shall render at stated periods as the B.O.D. shall determine, a written account of the finances of the organization, and such report shall be physically affixed to the minutes of the B.O.D. meeting. He/She shall exercise all duties incident to the office of Treasurer subject to the control of the B.O.D. He/She shall be responsible for the accounts receivable and payable and the collection of delinquent accounts.
• SECRETARY — The Secretary shall keep the minutes and records of the organization in appropriate record books. He/She shall give and serve notices of all B.O.D. meetings, membership meetings and special meetings. He/She shall maintain a complete and accurate roster of all members of the club with their current addresses and telephone number. He/She shall be the official custodian of the records and seal of the corporation. It shall be his/her duty to file any certificates required by any statute, Federal or State. He/She shall present to the membership, at any meetings, any communications addressed to him/her as Secretary of the organization. He/She shall submit to the B.O.D. any communication which shall be addressed to him/her as Secretary of the organization. He/She shall keep a record of Club members’ medical certificates and bi-annual flight review, along with the VP. He/She shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary, subject to the control of the B.O.D.

ARTICLE NINE

Safety Board

A Safety Board shall be designated by the Board of Directors for each aircraft accident involving either a member of the club or any equipment belonging to the Club. The Safety Board shall consist of three members of the Club who were not involved in the accident. The Safety Board shall take all steps necessary to ascertain the facts, conditions and circumstances for the accident; shall arrive at conclusions regarding the probable cause and the responsibility for said accident; and shall make known to the B.O.D., and to all parties involved in the accident, its findings in the form of a written report. The Board of Directors, upon receipt of the findings 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 the parties involved in the accident, the B.O.D. shall decide the financial responsibility of the member. The decision of the B.O.D. shall be final. The B.O.D. shall have the right to terminate the membership of a member who shall fail to pay the amount which the Safety Board has determined is due.

ARTICLE TEN

Surplus

The net saving 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 the purpose of reducing the hourly rates for flying as shall be determined by the B.O.D. The net savings in any event shall not be distributed to the members for their individual use.

ARTICLE ELEVEN

Amendments

These By-Laws may be repealed or amended or new By-Laws adopted at any annual, regular or special meeting of the Club. Notice of such meeting setting forth the day, time and place thereof shall be mailed to each member not less than thirty days prior to the date of the meeting.

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