Sodbusters Bylaws BYLAWS STILLWATER FLYERS, INC. (STATE OF MINNESOTA) SODBUSTERS RC FLYING CLUB AMA CHARTER CLUB #2189 STILLWATER FLYERS. INC. (STATE OF MINNESOTA) SODBUSTERS RC Flying CLUB (AMA) CHARTER CLUB 2189 BYLAWS 1.0 CORPORATION NAME AND OFFICE LOCATION 1.1 NAME: THE NAME OF THIS CORPORATION SHALL BE ST1LLWATER FLYERS, INC. AND ALL BUSINESS OF THIS CORPORATION SHALL BE CONDUCTED UNDER THIS NAME. 1.2 OFFICE LOCATION: THE PRINCIPAL OFFICE AND PLACE OF BUSINESS OF THIS CORPORATION SHALL BE IN THE METROPOLITAN AREA OF ST. PAUL, MINNESOTA. 2.0 MEMBERSHIP: 2.1 GENERAL: THE MEMBERSHIP OF THIS CORPORATION SHALL INCLUDE ALL PRESENT MEMBERS IN GOOD STANDING AND OTHER PERSONS, REGARDLESS OF RACE, CREED, AGE OR SEX, AS MAY BE QUALIFIED FOR MEMBERSHIP IN ACCORDANCE WITH THE PROVISIONS OUTLINED HEREIN. 2.2 MEMBERSHIP CLASSES: THERE ARE FIVE CLASSES OF MEMBERSHIP: REGULAR, JUNIOR AND SOCIAL MEMBERS. (A) REGULAR MEMBER: A REGULAR MEMBER SHALL BE ANY PERSON EIGHTEEN (18) YEARS OF AGE OR OLDER. (B) JUNIOR MEMBER: A JUNIOR MEMBER SHALL BE ANY PERSON SEVEIGHTEEN YEARS (17) YEARS OF AGE OR YOUNGER WHO IS A SON, GRANDSON, DAUGHTER, OR GRANDDAUGHTER OF A REGULAR MEMBER, SENIOR MEMBER OR OF A SOCIAL MEMBER. A JUNIOR MEMBER WILL AUTOMATICALLY BECOME A REGULAR MEMBER ON HIS OR HER EIGHTEENTH BIRTHDAY. 1
(C) SOCIAL MEMBER: A SOCIAL MEMBER IS ANY PERSON EIGHTEEN YEARS OP AGE OR OLDER WHO WISHES TO BE A NON-FLYING MEMBER OF THE CORPORATION. THIS PERSON IS ENTITLED TO ALL THE PRIVILEGES OF OTHER MEMBERS EXCEPT VOTING AND FLYING PRIVILEGES. (D) SENIOR MEMBER: A SENIOR MEMBER SHALL BE ANY PERSON SIXTY-FIVE (65) YEARS OF AGE OR OLDER. (E) DISTANCE MEMBER: A DISTANCE MEMBER IS A PERSON THAT LIVES MORE THAN THIRTY (30) MILES FROM THE FLYING FIELD. 2.3 REINSTATEMENT; SEE PAR. 3 4. 2.4 MEMBERSHIP APPLICANTS: ALL INDIVIDUALS DESIRING MEMBERSHIP IN THE CORPORATION SHALL FILE THEIR APPLICATIONS, TOGETHER WITH SUCH DUES AND FEES AS MAY CURRENTLY BE IN EFFECT AND PROOF OF CURRENT AMA (ACADEMY OF MODEL AERONAUTICS) MEMBERSHIP WITH THE SECRETARY. MEMBERSHIPS SHALL BE NON-TRANSFERABLE AND SHALL BE ISSUED IN THE NAME OF THE CORPORATION. 2.5 QUALIFICATION: TO BE A QUALIFIED MEMBER, ALL DUES AND FEES MUST BE PAID IN FULL. ALL TRANSMITTERS SHALL BE FCC TYPE APPROVED, AND THE MEMBER MUST BE A MEMBER IN GOOD STANDING OF THE ACADEMY OF MODEL AERONAUTICS. 2.6 MEMBERSHIP LIMIT: THE REGULAR MEMBERSHIP LIMIT SHALL BE SET FROM TIME TO TIME BY A MAJORITY OF THE MEMBERS PRESENT AT ANY MEETING OF THE CORPORATION. (A) FOR PURPOSES OF DETERMINING THE NUMBER OF REGULAR MEMBERS, EACH REGULAR MEMBER SHALL BE COUNTED AS ONE EXCEPT THAT JUNIOR MEMBERS WHO HAVE REACHED THE AGE OF EIGHTEEN(18) (AND SO BECOMING A REGULAR MEMBER) SHALL NOT BE COUNTED UNTIL THE FOLLOWING YEAR. (B) THE BOARD OF DIRECTORS MAY ADMIT ADDITIONAL MEMBERS IN EXCESS OF THE MEMBERSHIP LIMIT PROVIDED THAT SAID ADMISSION IS IN THE BEST INTERESTS OF THE CORPORATION. SAID ADDITIONAL MEMBERSHIPS SHALL NOT EXCEED TEN (10) PERCENT OF THE REGULAR MEMBERSHIP LIMIT. 2.7 DISCIPLINARY ACTION: SODBUSTERS MAY DISCIPLINE ITS MEMBERS BY REPRIMAND SUSPENSION OF FLYING PRIVILEGES OR BY EXPULSION FROM THE CLUB. SUCH DISCIPLINARY ACTION MAY BE INITIATED BY RECOMMENDATION OF THE BOARD OF DIRECTORS OR BY THE MEMBERSHIP. MEMBERS MUST BE NOTIFIED BY THE CLUB WITHIN 60 DAYS OF THE ALLEGED OFFENSE THAT DISCIPLINARY 2
ACTION IS BEING CONSIDERED. NOTIFICATION MUST BE BY CERTIFIED MAIL WITH A RETURN RECEIPT REQUESTED. ALL DISCIPLINE ACTION TO BE CARRIED OUT BY THE BOARD OF DIRECTORS FOR REPEATED VIOLATION OF CLUB RULES. EXAMPLES OF CONDUCT SUBJECT TO DISCIPLINARY ACTION ARE: REPEATED VIOLATION OF CLUB RULES, SERIOUSLY ENDANGERING SOMEBODY S SAFETY, ENDANGERING OUR RENTAL AGREEMENT FOR THE FLYING SITE AND OTHER REASONS THAT THE MEMBERSHIP MAY DEEM APPROPRIATE. 3.0 DUES AND FEES: 3.1 ANNUAL DUES: ANNUAL DUES SHALL BE DUE AND PAYABLE ON AN ANNUAL BASIS, JANUARY FIRST OF EACH YEAR. 3.2 UNPAID DUES: DUES NOT PAID WITHIN THREE (3) MONTHS OF THE DUE DATE SHALL BE DETERMINED TO BE IN ARREARS AND THE MEMBERSHIP SHALL AUTOMATICALLY TERMINATE. MEMBERSHIP RENEWAL APPLICATIONS RECEIVED ON OR AFTER THE FIRST DAY OF APRIL WILL BE SUBJECT TO A LATE FILING FEE OF $15.00. 3.3 DUES SCHEDULE: (A) REGULAR MEMBERSHIP: DUES SHALL BE $65.00 PER ANNUM. (B) SENIOR MEMBERSHIP: DUES SHALL BE $55.00 PER ANNUM. (C) DISTANCE MEMBERSHIP: DUES SHALL BE $35.00 PER ANNUM. (D) JUNIOR MEMBERSHIP: DUES SHALL BE $20.00 PER ANNUM. (E) SOCIAL MEMBERSHIP: DUES SHALL BE $20.00 PER ANNUM. (F) LATE MEMBERSHIP: ANY APPLICANT BECOMING A MEMBER OF THE CORPORATION AFTER SEPTEMBER FIRST (1) OF THAT YEAR SHALL PAY ALL DUES AND APPLICABLE FEES. THE APPLICANT WILL THEN BECOME A MEMBER OF THE CORPORATION FOR THE BALANCE OF THE FOLLOWING YEAR, AFTER PROVIDING PROOF OF AMA INSURANCE. 3.4 FEES: AN INITIATION FEE OF $25.00 SHALL BE PAID BY ALL NEW REGULAR MEMBERS OF THE CORPORATION. PAST MEMBERS WHO ARE REINSTATED ARE NOT SUBJECT TO THIS FEE. PRESENT JUNIOR MEMBERS WILL NOT HAVE TO PAY AN INITIATION FEE AT THEIR 18TH BIRTHDAY WHEN THEY BECOME A REGULAR MEMBER, PROVIDING THEY HAVE BEEN A JUNIOR MEMBER FOR A MINIMUM OF ONE (1) YEAR. 4.0 MEETINGS: 3
4.1 MONTHLY MEETINGS: MONTHLY MEETINGS OF THE CORPORATION SHALL BE HELD ON THE SECOND THURSDAY OF EACH MONTH AT A TIME AND PLACE TO BE DETERMINED BY THE BOARD OF DIRECTORS. 4.2 ANNUAL MEETING: THE ANNUAL MEETING OF THIS CORPORATION SHALL BE HELD ON THE SECOND THURSDAY IN DECEMBER, AT A TIME AND PLACE TO BE DETERMINED BY THE BOARD OF DIRECTORS. 4.3 SPECIAL MEETINGS: SPECIAL MEETINGS OF THIS CORPORATION MAY BE CALLED BY THE BOARD OF DIRECTORS AT SUCH TIME AND PLACE AS MAY BE DESIGNATED, PROVIDED THAT WRITTEN NOTICE BE GIVEN TO THE MEMBERS AT LEAST SEVEN (7) DAYS IN ADVANCE OF SAID SPECIAL MEETING, SPECIFYING THE NATURE AND PURPOSE THEREOF. NO BUSINESS EXCEPT THAT STATED IN THE NOTICE SHALL BE TRANSACTED AT SUCH SPECIAL MEETINGS. 4.4 QUORUM: AT ANY ANNUAL, MONTHLY OR SPECIAL MEETING OF THE CORPORATION, THE MEMBERS PRESENT (IN PERSON OR BY PROXY) SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF ANY AND ALL BUSINESS. EACH REGULAR MEMBER IN GOOD STANDING SHALL BE ENTITLED TO ONE (1) VOTE IN ALL MATTERS COMING BEFORE THE CORPORATION VOTING MAY BE BY PROXY, PROVIDED THE PROXY INSTRUMENT AUTHORIZING THE PROXY VOTE, SHALL HAVE BEEN EXECUTED IN WRITING PRIOR TO THE DATE OF THE MEETING THEREOF. 4.5 BOARD OF DIRECTORS MEETING: THE BOARD OF DIRECTORS SHALL MEET AT LEAST ONCE EACH QUARTER OR AT ANY TIME THE PRESIDENT BELIEVES IT IS NECESSARY TO MEET TO RESOLVE CRITICAL ISSUES. THE TIME AND PLACE IS TO BE DETERMINED BY MUTUAL AGREEMENT OF THE BOARD OF DIRECTORS. 5.0 CORPORATION OFFICERS AND TERMS OF OFFICE: 5.1 QUALIFICATION: ONLY QUALIFIED REGULAR MEMBERS OF THE CORPORATION SHALL HOLD OFFICE, VOTE ON ELECTION OF OFFICERS AND THE AFFAIRS OF THE CORPORATION. 5.2 MANAGEMENT: THE GENERAL MANAGEMENT AND CONTROL OF THE BUSINESS AFFAIRS OF THE CORPORATION SHALL BE VESTED IN THE BOARD OF DIRECTORS. MEMBERSHIP OF THE BOARD OF DIRECTORS SHALL CONSIST OF SEVEN (7) MEMBERS ELECTED BY AND FROM THE MEMBERSHIP. TO PROVIDE EXPERIENCE ON THE BOARD SOME MEMBERS SHALL BE ELECTED TO THE BOARD IN EVEN NUMBERED YEARS AND SOME MEMBERS SHALL BE ELECTED TO THE BOARD IN ODD NUMBERED YEARS. 5.3 TERMS AND DUTIES: THE OFFICERS OF THIS CORPORATION SHALL CONSIST OF A PRESIDENT, A VICE PRESIDENT, A SECRETARY, A TREASURER AND A RECORDING SECRETARY, EACH OF WHOM SHALL BE A MEMBER OF THE BOARD OF DIRECTORS. EACH OFFICER SHALL SERVE FOR A TERM OF TWO (2) YEARS, WITH THE EXCEPTION 4
OF THE PRESIDENT AND VICE PRESIDENT WHO SHALL SERVE FOR A TERM OF ONE YEAR, AND UNTIL SUCH TIME AS THEIR SUCCESSOR HAS BEEN DULY ELECTED. ALL OFFICERS SHALL PERFORM THEIR DUTIES TO THE BEST OF THEIR ABILITY, IN ACCORDANCE TO THE PROVISIONS HEREIN. (A) PRESIDENT: THE PRESIDENT SHALL PRESIDE AT ALL MEETINGS OF THE CORPORATION AND THE BOARD OF DIRECTORS. THE PRESIDENT SHALL APPOINT, WITH THE APPROVAL OF THE BOARD OF DIRECTORS, ANY AND ALL COMMITTEES AND SHALL BE EX-OFFIC10 MEMBER THEREOF. (B) VICE PRESIDENT: THE VICE PRESIDENT SHALL ACT AS PRESIDENT AT ALL MEETINGS OF THE CORPORATION AND THE BOARD OF DIRECTORS IN THE ABSENCE OF THE PRESIDENT. (C) SECRETARY: THE SECRETARY SHALL ACT AS THE OFFICIAL CORRESPONDENT FOR THE CORPORATION AND SHALL MAINTAIN SUCH BOOKS AND RECORDS AS NECESSARY TO THE OPERATION OF THE CORPORATION. (D) TREASURER: THE TREASURER SHALL COLLECT AND TAKE CHARGE OF ALL MONIES BELONGING TO THE CORPORATION, AND SHALL DISBURSE SAME IN ACCORDANCE WITH THE DIRECTION OF THE BOARD OF DIRECTORS. HE SHALL KEEP ACCURATE AND COMPLETE BOOKS OF ACCOUNTS, WHICH AT ALL TIMES SHALL BE SUBJECT TO THE INSPECTION OF THE BOARD OF DIRECTORS OR THE MEMBERSHIP OF THE CORPORATION. HE SHALL MAKE AN ANNUAL WRITTEN REPORT OF ALL RECEIPTS AND DISBURSEMENTS OF THE CORPORATION DURING THE PRECEED1NG YEAR. (E) RECORDING SECRETARY: THE RECORDING SECRETARY SHALL RECORD, ACCURATELY AND COMPLETELY, THE MINUTES OF ALL MEETINGS OF THE MEMBERSHIP AND BOARD OF DIRECTORS. (F) SAFETY OFFICER: THE SAFETY OFFICER SHALL BE RESPONIBLE FOR CHAIRING THE SAFETY COMMITTEE AND ENSURING EXISTING CLUB RULES ARE ENFORCED. 5.4 REPLACEMENT: ANY DIRECTOR WHO IS ABSENT FOR THREE (3) OR MORE MEETINGS WITHOUT PROPER NOTICE AND AN ACCEPTABLE EXCUSE, SHALL AUTOMATICALLY BE DROPPED FROM THE BOARD OF DIRECTORS AND BE REPLACED UNDER THE FOLLOWING PROVISIONS: (A) ANY VACANCY OF THE OFFICERS OR MEMBERS OF THE BOARD OF DIRECTORS BETWEEN ELECTIONS, SHALL BE FILLED BY A QUALIFIED MEMBER CHOSEN BY THE BOARD OF DIRECTORS. 5
5.5 ELECTIONS: 6.0 CORPORATE FINANCE (A) THE PRESIDENT AND THE VICE PRESIDENT SHALL BE ELECTED EVERY YEAR, SERVING A ONE YEAR TERM. (B) THE SECRETARY AND TWO (2) DIRECTORS SHALL BE ELECTED IN EVEN NUMBERED YEARS. (C) THE TREASURER AND RECORDING SECRETARY SHALL BE ELECTED IN ODD NUMBERED YEARS. (D) THE TERM OP OFFICE OF EACH NEWLY ELECTED OFFICER SHALL COMMENCE ON THE FIRST DAY OF JANUARY FOLLOWING THEIR ELECTION. 6.1 FUNDS: ALL FUNDS IN THE POSSESSION OF THE TREASURER SHALL BE DEPOSITED IN THE NAME OF THE CORPORATION AT SUCH BANK AS SHALL BE DETERMINED BY THE BOARD OF DIRECTORS. ALL CHECKS OR DISBURSEMENTS FOR THE PAYMENT OF MONEY SHALL BE EXECUTED BY THE TREASURER. IN THE ABSENCE OF THE TREASURER THE BOARD MAY AUTHORIZE ANY OTHER OFFICER TO SO ACT. 6.2 INDEBTEDNESS: NO INDEBTEDNESS MAY BE INCURRED BY THE BOARD OF DIRECTORS IN EXCESS OF THE TREASURY. 6.3 DISBURSEMENTS: NO INDIVIDUAL DISBURSEMENT CAN BE MADE IN EXCESS OF $300.00 BY THE BOARD OF DIRECTORS WITHOUT APPROVAL OF A TWO THIRDS MAJORITY VOTE BY THE MEMBERS OF THE CORPORATION PRESENT AT THE MEETING. 7.0 ORDER OF BUSINESS 7.1 GENERAL ORDER: THE GENERAL ORDER AND CONDUCT OF THE MEETING OF THE CORPORATION AND THE BOARD, UNLESS HEREIN SPECIFIED, SHALL BE GOVERNED BY "ROBERTS RULE OF ORDER". 8.0 FISCAL YEAR: 8.1 DEFINITION: THE FISCAL YEAR OF THE CORPORATION SHALL RUN FROM THE FIRST DAY OF JANUARY TO THE LAST DAY OF DECEMBER OF EACH YEAR. Updated 3/12/10 6