BY-LAWS
OF
NAMPA MODEL AVIATORS, INC.
1. The corporation name, as set forth in the Articles of Incorporation, is the “Nampa Model Aviators, Inc.”. The corporation is a model aviation corporation, and is sometimes hereinafter referred to as the “Corporation.”
2. The purpose of the Corporation is to construct, maintain and manage a location for the operation of model aircraft.
1. All Academy of Model Aeronautics (hereinafter “AMA”) Safety Rules shall be adhered to by every member as well as guests at the flying field.
2. The Corporation shall, from time to time, adopt rules and guidelines which will lead to safe operation of our equipment (hereinafter “Field Safety Rules”). These Field Safety Rules shall be posted at the Corporation’s flying site and also shall be given to each member upon joining the Corporation.
1. The name and address of the registered agent are as stated in the Articles of Incorporation, but may be amended by resolution of the Board of Directors and the making of the filing required by Idaho Code Sec. 30—1—13.
2. The term of existence of the Corporation shall be in perpetuity, as stated in the Articles of Incorporation.
1. Membership in this Corporation shall be open to all. Upon receipt by the Board of any application for membership, that application and applicant shall be reviewed and acted upon by a quorum of the Board. Upon an affirmative review by the Board, the respective applicant shall receive active membership. Upon Board approval new applicants must purchase one share of voting common stock at current stock value as determined by the Board, any applicable payment of dues and must members in good standing of the AMA. However, this membership is subject to revocation within 90 days of application should there be just cause as determined by the Board. If membership is revoked, all money collected as dues and voting stock shall be refunded by check from Corporation Treasurer
2. Types of Membership:
a. A General Member is entitled to all rights and privileges without limitation after successful completion of the initial 90 day probationary period.
b. A Family Member is a spouse or minor child (under 18 years of age) of a General Member who shall enjoy all the rights and privileges of a general member except voting, providing he/she holds a current AMA license.
3. The corporation shall furnish every new applicant, with a copy of the Corporation’s By—laws, corporation rules and regulations which may have been adopted. Applicants will be expected to sign for confirmation of receipt of mentioned documents and intent to adhere to prescribed rules, policies and procedures as set forth.
4. Requirements of all members:
a. Each member shall be accountable for following field safety rules, corporation by-laws, AMA rules, following standards of good sportsmanship and good conduct at any meeting or flying session. In addition members are responsible for policing of any area where he or she flies, so as to keep and perpetuate a good Corporation image.
b. Any member seeing Corporation property being misused shall immediately do his or her utmost to halt such action and report it to a board member if deemed necessary.
c. Each member should render, upon request, any advice or assistance needed to any modeler, whether they be a member of this Corporation or not.
d. Each member shall have the responsibility of maintaining a safe, courteous and positive flying atmosphere.
e. To the best of his or her ability, every member is expected to support Corporation activities and to participate in the administration of Corporation functions such as contests, static displays, field maintenance days or any other activity dedicated to the promotion of model aircraft.
5. During the month of January of each calendar year the Secretary shall provide each member with an appropriate statement (via email) of dues payable by the annual March meeting, together with such appropriate form to be completed and returned, as a condition of membership, which will report his/her AMA license number and status, or any other pertinent information required for continued membership. Such statement and form may be included in the Corporation newsletter.
6. Corrective action for violations or infractions of Article IV:
a. In the event of alleged violation of Article IV the following procedure will be followed:
1. It is the responsibility of every Corporation member to bring any observed violations of the field rules or conduct detrimental to the Corporation in general to the attention of any Board Member, who will refer the matter to the President. The matter will be held in the strictest confidence and shall not be discussed with anyone not involved.
2. If the President deems the incident to be of sufficient importance, or is a repeated offence he may appoint an ad hoc Investigating Committee comprising three neutral Club members selected by random voting stock number and approved by all Board Members. One and only one of which must be a current Board Member, excluding the President. The complainant must be prepared to meet with the accused person. No anonymous complaints will be considered.
3. The Investigating Committee will exist for 30 days or until it submits it’s report, whichever occurs first, and then will be dissolved.
4. The Investigating Committee will investigate the incident(s), first interviewing the complainant, then any witnesses, and finally discuss the matter with the person accused of the infraction. During the investigation the accused person may request a meeting with the complainant and the witnesses this meeting will be created and facilitated by the investigating committee. The accused will be given an opportunity to respond to any and all accusations and will be treated in a courteous manner at all times during the investigation. The Committee will not discuss an ongoing or completed investigation with anyone except the individuals involved. The recommendations of the Committee will be communicated only to the President. The Committee must submit a report within 30 days from the date of appointment.
5. This report will include a recommendation of action to be taken. The only actions that may be recommended are:
1. No action
2. Formal letter of warning sent to member including corrective actions and a requirement to reapply for membership the following year.
3. 30-90 day suspension (determined by the Board) from utilizing Corporation privileges with no reimbursement of dues for the period of suspension and a requirement to reapply for membership the following year.
4. Expulsion from the Club following Article XVI of these By-Laws.
6. The report will include a record of the votes of the three Committee members. Upon receipt of the report from the Investigating Committee the President will take the following action:
1. If the recommendation is “no action” the matter is closed, and no record of the proceedings will be retained.
2. If the recommendation is a letter of warning the President will prepare such a letter that will be mailed or personally presented to the accused. At the discretion of the President an announcement of this disposition of the case may be made at a Club meeting or in the Newsletter. The Committee report and a copy of the letter of warning will be retained by the Secretary for a period of two years.
3. If the recommendation is a 30-90 day suspension (approved by the Board) from utilizing Corporation privileges an announcement of this suspension will be made to all members. Upon suspension, the accused will relinquish his or her membership card to a Board member and it will be returned upon the completion of their suspension.
4. If the recommendation is expulsion the President will make the general membership aware via an email newsletter and an appropriate motion made at the next club meeting. The report of the Committee will be presented so that the members present may make an informed decision. The content of the report of the Committee will not be recorded in the minutes. A secret ballot will be taken. Expulsion requires a two thirds affirmative vote of the members present. The 10% quorum rule prevails and no proxy votes are permitted. In the event of expulsion the President will prepare a letter stating the action, which will be sent by certified mail to the expelled person. The expelled member will be reimbursed on a pro rata basis for the balance of any annual dues that have been paid. The expulsed person will not be provided with a refund of their voting stock paid. The Committee report, a copy of the letter of expulsion and a copy of the canceled dues refund check, if applicable, will be retained by the Secretary for a period of two years.
5. An ex-member who has been expelled may apply for membership after a period of two years from the date of expulsion. Such an application will be considered as a new membership and will be subject to the Voting Stock fee.
1. The amount of dues or penalty for late payment shall be as recommended by the Board of Directors and affirmed by a majority of the members present and voting at any regular meeting.
2. The dues shall be paid by March 1st of each year and are payable during the 30-day period proceeding thereto. Any new member, being received into the Corporation at a time other than on March 1st, shall have his/her dues prorated for the remaining quarters in that period. The period for dues shall run from March 1st through the last day of February of each year.
3. Any member more than 30 days delinquent in paying his/her dues shall be removed from membership. A member removed for non—payment of dues can renew membership and have membership reinstated only with the full payment of the current year’s dues.
4. All dues collected shall be entered upon the books of the Corporation for general use and are not refundable unless the member is removed by the membership, in which case the unused prorated amount shall be refunded.
1. Voting common stock
a. Each General Member will be required to purchase one share of voting common stock. The price of one share of voting stock shall be as recommended by the Board of Directors and affirmed by a majority of the membership present and voting at any regular meeting; however, the price shall not be less than $250.00.
b. A General Member cannot own more than one share of voting common stock.
c. Upon cessation of membership, for whatever reason, the former members’ share of voting common stock will be held by the Corporation Treasurer and will not be voted. Upon reapplication and acceptance of a former member, his or her original share of voting common stock will be reissued, unless the applicant’s membership had previously been rescinded without volition.
d. Shares of voting common stock are non—transferable and the purchase price is non—refundable, unless within the 90 probation period of a new member.
a. Any member may purchase shares of non-voting common stock.
b. After the flying site has been constructed the Board shall have the authority to call the non—voting common stock at par value as provided in the Articles of Incorporation.
1. Annual — The annual meeting of the Corporation’s membership shall be held in the month of September of each year. The Corporation’s officials elected at the previous May’s regular meeting (as provided in Article IX, below) are automatically installed and will conduct this meeting.
2. Regular - There shall be regular meetings of the membership at a time and place as determined by the Board of Directors. Regular meetings may be omitted as determined by the Board of Directors providing not more than 3 consecutive months pass without holding a regular meeting.
3. Special - A special meeting of the membership shall be called by the Board of Directors, at any time 30 percent or more of the members in good standing request such meeting. The request shall be submitted in writing to the Secretary at the Corporation address.
4. Board — The Board of Directors shall meet before each annual and each regular meeting at a time and place determined by the presiding officer.
5. Quorum — 10 percent of the members entitled to vote shall constitute a quorum at any meeting of the membership. A majority of the Board of Directors constitutes a quorum for the transaction of business.
6. Notice — General Members shall receive notice of regular and annual meetings through the Corporation’s newsletter (Article XV #1). Notice of a special meeting will be mailed to all General Members ten (10) days prior to such special meeting in the form of a letter.
1. The fiscal year of this Corporation shall begin on the 1st day of August and end on the 31st day of July of each year.
1. Election of Corporation officials shall be conducted annually in May at a regular corporation meeting.
1. Except as otherwise provided by law, the powers of this Corporation shall be exercised and its business, affairs and property managed by a Board of Directors consisting of the following officials elected by the general membership/voting common stock shareholders:
President
Vice-President
Secretary
Treasurer
Safety Officer
Board Member at Large — Elected
Board Member at Large - Immediate Past President for 1 year
2. The elected officers of the Corporation shall be a President, Vice-President, Treasurer, Secretary, Safety Officer and Board Member at Large, each of whom shall be elected by the membership to hold office until his successor shall have been chosen and shall have qualified.
3. Vacancies in the elected officials may be filled by a majority of the remaining Board of Directors and any person so elected shall hold office until his/her successor is elected by the membership at the next general election.
4. The Board of Directors may designate a Newsletter Editor, Chief Flight Instructor and such other officials as it may deem necessary for the transaction of activities of the Corporation, each of whom shall have such authority, perform such duties, and hold office for such term as may be prescribed by the Board of Directors from time to time.
5. Any elected official may be removed by the membership whenever in their judgment the best interests of the Corporation will be served thereby at a special meeting (see Article VII #3) by a majority vote of the members present and voting.
1. President — The president shall be the Chief Operations Officer of the Corporation and shall have general supervision of its affairs and shall be subject to the control of the Board. He/she shall preside at all meetings of the membership and shall carry out the policies established by the Board of Directors.
2. Vice—President — The Vice-President shall perform and discharge the duties of the President in case of his/her absence or inability to act. He/she shall also perform such other duties as the Board of Directors shall prescribe.
3. Secretary — The Secretary shall give notice of all meetings or cause same to be done, where notice may be required. He/she shall keep a record of the proceedings of all such meetings, conduct Corporation correspondence, perform the duties incidental to the office of Secretary and perform such other duties as the Board of Directors shall prescribe. He/she shall also maintain a record of Corporation membership, member applications, and members’ AMA status.
4. Treasurer — The Treasurer shall be the principal financial officer of the Corporation and shall render an accurate account of the financial condition of the Corporation at the annual meeting of the membership. He/she shall collect all dues, assessments and amounts owing to the Corporation and deposit same to a bank account in the Corporation’s name. He/she shall discharge all financial obligations of the Corporation as approved by the Board of Directors.
5. Safety Officer - Ensure that members are aware of Corporation and AMA rules and unsafe acts are brought to the attention of pilots and repeated violations reported. This Officer will assist new pilots with any needs related to safety and training.
6. Board Members – Participate in Board Meeting and to support all Corporation rules, activities, needs of members and other related duties.
1. The Board of Directors, by resolution, may create such special or standing committees, as they deem advisable.
2. The Board of Directors shall appoint a Nominations Committee of three (3) members for the purpose of presenting to the membership eligible candidates for office at the general meeting next preceding the general meeting for election of officers.
3. The Board of Directors may appoint such other special or standing committees, as they deem advisable.
1. Checks, etc. — All checks issued in the name of the Corporation shall be signed by 2 officers of the Corporation.
2. Funds — All funds and properties shall stand in the name of the Corporation. The funds of the Corporation shall be disbursed only as authorized by the Board of Directors.
3. Deposits — All monies belonging to the Corporation shall be deposited to the credit of the Corporation.
1. The Board of Directors shall have the power to make, by resolution, such rules and regulations, not inconsistent with the laws of this state, nor with Articles of Incorporation, nor these By—Laws, not inconsistent with AMA rules and guidelines, as they may deem necessary for the safe and orderly conduct of the following activities:
a. Flying Field
b. Pilot and Instructors Qualifications
c. Training Aircraft Competition, Demonstrations, Shows and Contests
d. Any other activity designed to carry out the objectives of the Corporation
2. Incident Reports must be completed immediately when an accident occurs. This holds true whether the person involved is a participant or a spectator, or whether or not you feel the incident will result in a claim. Although you may not have sufficient information to answer all the questions, it is important that the form be completed as fully as possible. In addition, it is mandatory to complete an Incident Report for all crashes past the draw to the East, bottom of the slope to the flat of the fairway to the North, fence to the South and end of the mowed green grass to the West. Incident reports must be turned into any Board Member or Officer within 24 hours of the incident’s occurrence. Failure to complete an Incident Report will result in corrective action by the Board of Directors as described in Article IV Section 6.
1. The Corporation shall have a newsletter which is to be published and emailed to each member in good standing at least 10 days before the annual and regular meetings.
2. The purpose of the newsletter is to provide newsworthy information to all Corporation members concerning its members, model aviation, events, and activities of the Corporation.
3. A list of all members in good standing will be printed and made available to the membership at least one time each year during the month of May and, thereafter, any changes thereto shall be reported in the newsletter.
4. The newsletter will be edited and published under the direction of the Corporation Editor who will be solely responsible to the Board of Directors for its content and operation. The Board of Directors shall approve in advance all advertising rates, budget, and circulation for the newsletter operation.
1. These By—Laws may be amended or repealed at any annual or regular meeting of the General Membership/voting common stock shareholders by a majority vote of all General Members of the Corporation or by a 2/3 vote of the General Members present and voting at the meeting, whichever is lesser; providing that the proposed amendment or repeal has been either published at least once in the newsletter preceding the meeting for adoption or presented to the membership at a prior regular meeting.
1. Guests are individuals that
reside outside of the
2. Visitor is an individual interested in applying for Corporate Membership and must provide proof of current AMA membership to a Board Member. Upon completing these requirements this Visitor must be sponsored by a Member in good standing willing to accept full responsibility to supervise and inform the Visitor of all Corporation rules. Before initial flight can take place the sponsoring Corporate Member must inspect all radio equipment and aircraft mechanics to ensure safe operation. During the Visitor’s flying, the sponsoring Member must stand with the Visitor at the flight box in the event assistance is needed. Visitors may only fly a maximum one-day.
3. Events are exempt from Article XVII, Sections 1 & 2.