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By-Laws
P.O. Box 773 Fernandina Beach, Florida 32034
Since 1970
Revised June 1999
Notice
Throughout this document the pronouns “ he” and “his are used to refer to a pilot and are not to be considered gender specific.
Historical Note:
The first flight of the Atlantic Flying Club was on June 2, 1970, in a Cessna 150 purchased for $3,300. At that time the membership (and Directors/Officers) consisted of 5: Joe Davis, Gordon Dressler, Milt Shirley, Peter Wright and Roger Vrancken.
Atlantic Flying Club, IncBI-LawsSection Page # I Name of Corporation 4
II Purpose of Corporation 4
III General Organization 4
IV The Board of Directors 4
V Officers 6
VI Duties of Individuals Officers 7
VII Duties of Members 9
VIII Classes of Membership and Privileges 9
IX Authorized Membership 10
X Qualification & Eligibility for Membership 10
XI Membership Application, Termination, Expulsions, and Suspension 11 XII Membership Fees, Charges, and Assessments 11
XII Penalties & Charges: Delinquency-Inactive Status 12
XIV Revision of Charges 13
XV Liability of Members-Aircraft Accidents 14
XVI Meeting, Quorums, & Voting Rights of Members 15
XVII Meeting Quorums, & Voting Right of Board of Directors 17
XVIII Equipment 18
XIX Flying Operation and Maintenance 18
XX General Finance 18
XXI Amendments to the BI-laws 20
XXII Miscellaneous 20 Atlantic Flying Club
BI-laws Revised
Article I: Name of the Corporation
The name of this Corporation, as provided by it Articles of Incorporation, shall be “ Atlantic Flying Club”.
Article II: Purpose of the Corporation
The purpose of this Corporation (herein referred to as the “Club”) shall be to own and maintain aircraft suitable for operation and use by its members for business, personal pleasure, and instructional flights; to encourage and enable its member to improve their flying skills: to promote and advance the use of private aircraft; to provide through the operation and maintenance of its aircraft, safest and most economical flying facilities possible for its members; and to engage in such other ventures, activities, or business for the benefit of the Club and of its members as are permitted by the Articles of Incorporation of the Club.
Article III: General Organization
The governing body shall be the Board of Directors made up of Active members and elected by the membership.
The Board of Directors shall elect from its number the following officer of the Club:
a) President b) Vice-President c) Secretary/Treasurer d) Flight Operation Officer e) Aircraft Maintenance f) Flight Safety Officer
Article IV: The Board of Directors
Section 1: Duties of the Directors
The duties of the Board of Directors shall be to act on all matters of policy: to determine fees, charges, and assessments not otherwise provided for; to act in a judicial capacity on all-intra-Club disputes and regulation violations; to direct investigation when deemed necessary; to protect the Club’s interest and safeguard its welfare; and if deemed appropriate, to arrange for audits of the records of each December 31st.
Section 2: Exercise of Cooperate Powers
Subject to the limitation of the Cooperation’s Code of the State of Florida as to action which shall be authorized or approved by the members’ all cooperate powers shall be exercised by, or under the authority of, the Board of Directors, and the property, business, and the affairs of the Club shall be controlled and/or conducted by a Board of not less than 3 nor more than 5 Directors.
Section 3: Election and Tenure of Office
Directors elected or appointed as provided herein shall hold office for a term of one (1) year, or until their successors are elected, Their term of office begins on July 1st.
The Directors authorized by this Article shall be elected by a majority vote of the membership present at the annual meeting in the June of each year.
At least thirty (30) days prior to the election period, a Nominating Committee shall be appointed by the President. This Committee shall nominate five (5) candidates for election to the Board. In additions, at the annual meeting, members shall be permitted to nominate candidates from the floor at the meeting. Members shall vote for the Five (5). The candidates receiving the highest number of votes shall be elected.
Section: 4 Vacancies
A vacancy in the Board of Directors exist in the event of: a) The death, resignation, of removal of any director; b) An increase in the authorized number of directors; c) The failure of the members to elect the authorized number of directors at the annual election.
Vacancies may be filled by a majority of the remaining Directors, or by a sole remaining Director, by the appointment from the Club membership. Each Director so appointed shall hold office until his successor is elected.
Section 5: Removal of the Directors
The entire Board of Directors or any individual Directors may be removed from office by a majority of vote of the members.
Section 6: Compensation for Directors
Each member of the Board of Directors shall serve without any compensation or reward as a direct result of being on the Board.
Article V: Officers
Section 1: General
The Officers of the Club shall b e a President, Vice-President, Secretary/Treasurer, Flight Safety Officer, Aircraft Maintenance Officer, and Flight Safety Officer.
Section 2: Election and Tenure of Officers
The Officers listed above Section #1 shall be elected by the Board of Directors from their number at the first meeting after organization of the corporation and thereafter at the first meeting after the regular annual meeting of the members, and each shall hold office twelve (12) months and until his successor is elected and qualified, or until he shall resign of be removed.
Section 3: Vacancies
If the Office of the President, Vice-President, Secretary/Treasurer, Flight Operation Officer, Aircraft Maintenance Officer, or Flight Safety Officer become vacant for any reason, the Board of Directors shall elect a successor who shall hold office for the unexpired term.
Section 4: Removal of Officers
Any officer is subject to removal by the Board of Directors with or without cause by a majority vote of the Directors when in office at any meeting of the Board of Directors, regular or special.
Section 5: Compensation of Officers
All Officers shall serve without compensation or reward as a direct result of being on the Board.
Article VI: Duties of Individual Officers
Section 1: General Duties of All Officers
It shall be the duty of all officer to perform the duties normally carried out by such office and conduct the activates of the Club in an efficient and business like manner and to safeguard the interest of the Club at all times.
Section 2: Duties of the President
The President shall be the Chief Executive Officer and perform all duties incident to the office of the President, subject to control and direction of the Board of Directors.
Section 3: Duties of the Vice-President
The Vice-President shall perform all duties incident to the Office of the Vice-President, subject to the control of the Board of Directors.
The Vice-President shall be vested with all powers and shall perform the duties of the President in case of the absence or disability of the President.
Section 4: Duties of the Secretary/Treasurer
The Secretary/Treasurer shall perform all duties incident to the Office of the Secretary/Treasurer, subject to the control of the Board of Directors.
The books and records shall be opened to inspection by the Board of Directors or by any member at any reasonable time.
He shall further ensure timely payment of all Club obligations, collection of dues, assessments, and flight time payment.
The actual act of keeping of the books may be done under the Treasurer supervision, by a third party.
He shall ensure minutes of the Board meetings are kept and available for the review by members.
Section 5: Duties of the Flight Operation Officer
The Operation Officer shall perform all duties incident to the Office of the Operation Officer, subject to the control of the Board of Directors.
He shall cause to be kept within the aircraft or other convenient location, a log in which each member that uses the aircraft may enter his name, date, tach time reading before each and every flight, and time flown. At the end of each month this log will be turned over to the Treasurer for the purpose of computing each member’s total flight time, and for billing member accordingly.
He will ensure that an adequate, up-to-date checklist and other required documents are kept and maintained in each aircraft.
Section 6: Duties of the Maintenance Officer
The Aircraft Maintenance Officer shall perform all duties incident to the Office of the Aircraft Maintenance, subject to the control of the Board of Directors.
He shall be responsible for maintaining current information in the Engine and Aircraft Log Books of all aircraft owned or operation by the Club.
He shall be responsible for maintaining the aircraft in a safe and proper operation condition, by or under supervision of a properly certificated aircraft and engine mechanic; for obtaining all checks, inspection, and major overhauls; and for compliance with all Airworthiness Directives (AD’s) for the aircraft.
He shall be responsible for the currency and validity of all papers and documents required to be carried in the aircraft and for the execution of all papers and documents required upon completion of inspection and major repairs.
He shall be responsible for the external and internal cleanliness of the aircraft at all times.
He assigns a Crew Chief per aircraft. The Crew Chief assists in maintaining the aircraft.
He shall maintain a Squawk book in each aircraft and respond in a timely manner.
Section 7: Duties of the Flight Operation Officer
Officer must be FAA Certified Flight Instructor
The Flight Safety Officer shall perform all duties incident to the Office of the Flight Safety Officer, subject to the control of the Board of Directors.
He shall monitor and observe compliance by the Club members, individually and collectively, will all flight rules and regulations issued by governmental agencies, Airport Manager, and the Club. Infractions of said rules and regulations will be brought to the immediately to the attention of the members concerned and if seriousness warrants, to the Board of Directors for appropriate action.
Article VII: Duties of Members
The duties of members shall be to conduct themselves in a proper and fitting manner; to uphold the dignity of the Club on the flying field; to be alert and mindful of the Club’s interest; to exercise caution and safety in flying; and to observe al Federal, State, Local, and Club rules and regulations.
Article VIII: Classes of Membership and Privileges
Section 1: Classes of Membership
Membership shall be classified as Active, Inactive, Suspended and Associate.
Section 2: Active Members
An Active Member is current in dues and is one who shall be rendered all privileges and benefits within the power of the Club to bestow.
Section 3: Inactive Members
An Inactive Member shall be considered as one who has been granted such statues by the Board of Directors-upon that member’s request
All privileges accorded any other member of the Club shall be extended to a member of this classification except those of using of any Club equipment, and the right to vote.
Reactivation fee, as set forth by the Board, must be paid upon becoming reactive. This fee may be waived for just cause i.e. medical, relocation.
Section 4: Suspended Members
A Suspended member shall be considered as one who has been temporally denied all flights, and other privileges of membership in the Club by action of the Board.
Section 5: Associate Memberships
The privilege of associate membership is extended to the immediate family of a member. Immediate family is defined as a spouse and dependent children. An associate member is subject to all obligations of membership and may exercise all of the privileges thereof, except that an associate member may not vote and owns no share or ownership interest.
Associate membership is a privilege, which may be granted by, and is revoked by, the Board of Directors at their sole discretion.
Associate embers are not changed monthly dues or membership fees,
Article IX: Authorized Membership
Membership in the club shall be limited to the number of members fixed and authorized by the Board of Directors. The number of Active members shall be based on the amount of equipment and the average time the equipment is in use so as to allow reasonable use by each Active member without undue restriction.
Article X: Qualification and Eligibility for Membership
Members must be of goof moral character, responsible, and financially able to meet their obligation to the Club. They must posses or have the ability to procure all license, certificate, or permit required by any Governmental agency for the operation of aircraft.
Membership shall be obtained only through the approved of at least three (3) members of the Board of Directors who shall be empowered to fix and determine conditions and requirements of membership.
All members are required to equally share any monthly or fiscal obligations to the Club.
ARTICLE XI: Membership Application, Termination, Expulsion, and Suspensions
Section 1: Application for Membership
An applicant for membership shall submit his application, his initiation fee, and the first month’s dues to the Board. The board shall consider each application and make a credit check on each applicant. The acceptance or refusal of any application shall be at the discretion of the Board.
Section 2: Termination of Membership- Voluntary (Resignation)
A member may withdraw from the Club upon notification to the Secretary/Treasurer in writing, and provided his dues and fling time and assessment, if any, are paid in full.
Section 3: Termination of Membership- Involuntary (Expulsion)
The Board of Directors may terminate or expel a member for due cause after notice and hearing by a two-thirds (2/3) vote of the members of the Board voting at any regular or special meeting of the Board.
Upon termination, terminated member shall have no recourse whatsoever against the Club, its assets, members, officers, agents, or employees.
Section 4: Suspension of Member
The Board may, after notice and hearing, suspend a member for due caused. Dues and assessments of this member, as well as his assumption of any responsibilities assumed by the Club, shall continue. A period of suspension shall be limited to thirty (30) days, at the end of which time the Board shall be required to take further actions or the member shall automatically become Active again.
Article XII: Membership Fees, Charges, and Assessments
Section 1: Initiation Fee and Reactivation Fee.
The initiation and reactivation fee set by the Board of Directors shall be charged each new member. These fees are non-refundable.
Section 2: Monthly Dues
Each member shall be an assessed monthly due as fixed by the Board of Directors. These dues are payable one (1) month in advance, and are due upon receipt of the monthly statement. Payments after fifteenth (15) of the month are considered late payments. A late fee will be assessed. The Board may suspend flying rights after the last day of the month until payment is received.
Section 3: Charges for Flight Time
Members shall be charged monthly for the time flown in Club aircraft at hourly rates fixed by the Board of Directors, which rates shall be adequate to cover all operating expenses, depreciation, insurance, and other fixed charges not covered by the monthly dues.
Section 4: Assessments
Special assessments of members may be made by the Board of Directors in unusual or extreme circumstances.
Section 5: Payments
Upon payments of the initiation fee and the first month’s dues, the applicant will be carried on the Club roster as an Active member and is entitled to all privileges and responsibilities of membership.
Article XIII: Penalties & Charges: Delinquency-Inactive Status
Section 1: Penalties for Late Payment
A member, who does not pay his account by the end of the month in which it is due, and does not contact the Secretary/Treasurer or to whom monies will be paid, will be grounded and appropriate means shall be taken to collect the monies due.
Section 2: Penalties for Refusing to Pay Financial Obligations
Any member refusing to meet his financial obligation to the Club will be subject to legal action for the amount due the Club plus any amount incurred in collecting, including court costs and fees.
Section 3: Charges for Changing From Inactive to Active Status
Members may become inactive by requesting said status to the Secretary/Treasurer. See Article VII, Section 3. They may become active again by making a payment of the month’s dues for the month in which they intend to become active and the reactivation fee. The Board of Directors can determine the reactivation fee amount. In addition, they must pay any monies owed to the Club. However, if the membership is full at the time, their names may added to the Club’s waiting list.
Article XIV: Liability of Members: Aircraft Accidents
Section 1: Insurance
The club shall, at all times, cover all aircraft with hull insurance against ground and flight damage, and shall carry property damage and public liability insurance to protect the Club as a cooperation and the members against liability, actions, suits for damages, or judgments of the third person of members. The insurance shall be adequate in the judgment of the board of Directors.
Section 2: Aircraft Accident-Not Cause by Act or Omission of a Club Member (herein the term accident shall include incidents as well)
In the event of an accident resulting in damage to the Club aircraft, engine, or equipment, and such damage is determined by the Board of Directors to have been caused through no act, omission, fault, or neglect of the responsible member-the cost of repair of such damage not covered by insurance, will be paid by the Club.
Section 3: Aircraft Accident-Caused by Act or Omission of a Club Members
In the event of an accident, damage, destruction, or loss of a Club aircraft, engine, or equipment, which apparently caused by act or omission of a member or members, the following rules shall apply:
a) If damage exceeds one hundred dollars ($100.00), the Board of Directors shall designate an Accident Investigative Board consisting of three (3) members of the Club who were not involved in the accident.
b) The Accident Investigation shall take all steps necessary to ascertain the facts, conditions, and all circumstances of the 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 the accident, its findings in the form of a written report. The Board of Directors shall then take whatever action is deemed appropriate under this Article. Such proposed action of the Board should first be approved by the recorded vote of the Board of Directors.
c) In case of doubt as to cause of the accident, the Board shall abide by the finding of the FAA or the National Transportation Safety Board.
d) The Board of Directors, upon receipt of the findings of the Accident Investigative 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 decided the financial responsibility including the deductible part of the insurance. The decision of the Board of Directors shall be final.
Section 4: Liability for Gross Negligence, Willful Violation of Law and Flight Under the Influence of Drugs and Intoxicants
In the event that any member is found by the Accident Investigation Board to have caused, damage, destruction, or injury to the Club or to its aircraft, engine, or equipment through or by reason of gross negligence, of willful violation of any law, regulation, or rule of the Federal Government, of any State, or of the Club, or while under the influence of intoxicating liquors or drugs, the member or his estate may be held liable for all such loss, damage, destruction, or injury and the deductible part of the insurance. The limitation liability set forth in Section2 of this Article will not be applicable in such event.
Section 5: Payment of Damages
All financial obligation imposed on any member as a result of the decision of the Board of Directors, in accordance with Section 4 above, shall be satisfied within thirty (30) days of a written notice.
In the event of the person at fault not being able to pay the total damages immediately, then the remaining balance and the repair bill shall be paid by the person at fault in a manner arranged with the person by the Board of Directors.
Article XVI: Meeting, Quorums, and Voting Rights of Members
Section 1: Annual Meeting of Members
The annual meeting of the Club members shall be held during the month of June at such time and place, as the Board of Directors shall determine.
At the annual meeting of the members, the members shall elect by ballot, a Board of Directors as constitutes by these by-laws (See Article IV, Section 3), and to transact such other business as may be presented to the members.
Section 2: Regular Meeting of Members
The Board of Directors may establish regular meeting.
Section 3: Special Meeting of Members
Special meeting 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 three (3) members. It shall be the duty of the Secretary/Treasurer to call such meeting within thirty (30) days after such demand.
Section 4: Place, Date, Time of Meeting
All meeting of the members, except as herein otherwise provided, shall be held at a place, date, and time to be determined by the President.
Section 5: Notice of Meeting of Members
Notice of the annual meeting of the Active and Associate members shall be given by written notice mailed to each member’s at his last known place of business or residence so as to reach such place at least three (3) days before such annual meeting. Such notice shall include the purpose or purposes of the meeting and only business for which the meeting is called shall be transacted unless a quorum of Active members are present, in which case any business may be transacted.
Notice of a special meeting of the Active and Associate members, stating the time, date, place, and in general terms, the purpose thereof, shall be given notice mailed to each member at his last known place of business or residence or as to reach such place at least three (3) days before such special meeting.
Section 6: Quorum of Members
At any meeting the Active members present in person or represented by proxy, shall be requisite to and shall constitute a quorum, at all annual regular, special, or emergency meeting for the transaction of business, the adoption of any resolution, and for the election of a member to the Board of Directors.
A majority of a quorum shall decide any issue coming before the meeting, unless otherwise provided for by these By-Laws.
Section 7: Voting of Members
At every meeting of the embers, each Active member shall have one (1) vote.
Article XVII: Meeting, Quorums, and Voting Rights of Board of Directors
Section 1: Annual Meeting of the Board of Directors
Immediately after each annual meeting, the newly elected Directors shall hold an organizational meeting and election of a President, Vice-President, Secretary/Treasurer, Flight Operations Officer, Aircraft Maintenance Officer, and Flight safety Officer. Certain of these offices may be combined.
Section 2: Place, Date, Time of Meeting of the Board
All meeting of the Board of Directors, except as herein otherwise provided, shall be held at a place, date, and time to be determined by the President.
Section 3: Quorum of Board of Directors
A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business.
Section 4: Transactions by Full Board of Directors
If all members of the Board of Directors shall e present at any regular meeting, any business may be transacted without previous notice.
Section 5: Voting Rights of members of the Board of Directors
At every meeting of the Board of Directors, each Director shall have one (1) vote.
Section 6: Validity of Action by the Board of Directors
The transactions of any meeting of the Board, regardless of how called or noticed, are valid if a quorum is present.
Section 7: Minutes of Any Special Meeting of the Board of Directors
The minutes of any special meeting of the Board of Directors shall contain an entry showing that due notice of the meeting had been given to all Directors. Said entry shall be conclusive evidence that due notice had been given to all Directors and in the manner required by law and by these By-Laws.
Article XVIII: Equipment
The Club shall be authorized to own, lease, rent, or charter aircraft for operation by the Club members. Aircraft shall be suitable and adequate for training and cross-country operation and shall be equipped with dual controls, radios, instruments, navigational aids, and other equipment as may be deemed advisable.
The number and type of aircraft and the associated equipment shall be determined by the Board of Directors.
Article XIX: Flying Operation and Maintenance
Section 1: Flying Operations
Flying operation shall be conducted in accordance with the Federal Aviation Regulation, local airport rules and regulation, and the flying regulation published by the Club.
Club aircraft shall not be used for hire or for commercial purposes.
The Flight Operation Officer and each member of the Club shall be responsible that all flying is carried out in such manner as to be non-competitive with the flying activities of the local Airport Manager, unless the Manager has approved and endorsed such flying by the Club aircraft.
Section 2: Maintenance
Aircraft, engines, and equipment shall be maintained by competent A & P facilities. All maintenance shall be done by FAA licensed mechanics, except for preventive maintenance allowed by Appendix A, FAR Part 43 such as oil changes, spark plug changes, tire and brake pad changes, etc. Such preventive maintenance will be preformed by or under the supervision of the Aircraft Maintenance Officer/Crew Chief
Article XX: General Finance
Section 1: Bonding of the Treasurer
The Board of Directors may require the Treasurer to be bonded, the premium thereof to be at the expense of the Club.
Section 2: Use of Checks to Pay Club Bills
All payments made by the Club shall be by check and all such checks shall be signed by the Treasurer or by appointee of the Board. Further, all such checks shall be countersigned by a member of the Board.
All cancelled checks shall remain on file for a period of seven (7) years or as directed by the Board of Directors.
Section 3: Annual Audit of the Club Records
An annual audit of the Club’s financial books and records shall be made once each year of December 31st. All the books, financial records, checkbooks, accounts, etc. will thoroughly checked for accuracy for the preceding calendar year and before the newly elected Treasurer assumes office on July 31st.
Section 4: Major Predictable Expenses
The Board will establish and maintain a separate account to be used for major predictable expenses such as engine overhauls, annual insurance premiums, & periodic upgrades.
Section 5: Surplus
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 the purpose of reducing the hourly rates for flying as shall be determined by the Board of Directors. The net savings in any event shall be distributed to the members for their individual use.
Section 6: Ownership of Assets and Rights Upon Dissolution
Each Active member shall be deemed to own a prorated share of the assets of the Club based on the number of months of Active membership. Upon winding up or dissention of the Club, and after paying all debts and liabilities of the Club, the assets shall be divided among the Active members at the time of the dissolution.
Article XXI: Amendments To The By-Laws
These By-Laws may be repealed or amended or new By-Laws adopted at any meeting of the members called or at any regular meeting of the members by a two-third (2/3) majority vote of such members present.
Any amendments to the By-Laws shall be mailed to the Active and Associate members of the Club. Inactive and Suspended members will also receive a copy of such amendments by mail when they return to Active status.
Article XXII: Miscellaneous
Section 1: Membership Obligation
Each member of the Club shall have read and shall have promised in writing to observe and abide by all the provisions of these By-Laws and other regulation of the Club, and to acquaint himself as thoroughly as possible with the local field rules of any airport and landing fields used by the Club and to observe them to the best of his ability.
Section 2: Penalties for Violation of These By-Laws
The penalty for the violation of any of the provisions of these By-Laws and/or any other Club regulations shall be determined by the Board of Directors except where a specific penalty is otherwise provided.
Section 3: Area of Origination and Performance
All conditions, covenants, and provisions of the Article of Incorporation, By-Laws and flying Regulation of the Club are performable in Nassau County, Florida
Section 4: Fiscal Year
The fiscal year of the Club shall be the year ending December 31st.
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