Flying Club 1 By-Laws and Parlimentary Procedures

Amended and approved March 2002

ARTICLE I

The name of this organization is Flying Club 1,Inc, a 501(c)7 non-stock, non-profit ,recreational corporation.. ( It is a local club of the United States Ultralight Association.)

ARTICLE II

The office for the transaction of business for the organization shall be located in the County of Loudoun, Virginia.

ARTICLE III

The purposes of this non-stock, non-profit, recreational corporation are to:

a. Promote and support recreational light and ultralight aviation, and to provide a forum for safety education and exchange of technical information in conjunction with the overall goals of the United States Ultralight Association.

b. Cooperate with and assist the United States Ultralight Association and governmental agencies in the development of programs relating to ultralight aviation activities.

c. Promote and encourage aviation safety in the design, construction and operation of all types of aircraft.

d. Encourage and engage in research for the improvement and better understanding of ultralight aviation and the science of aeronautics.

e. Foster, promote and engage in aviation education.

f. Promote and encourage grass roots efforts relating to aviation research and development.

g. This association is open to anyone, and does not discriminate as to sex, color, race, national origin or religion.

ARTICLE IV

Section I. Eligibility for Membership

a. Any responsible individual is eligible for Club membership. It is strongly recommended that all Club members be members of the national organization (the United States Ultralight Association) as well.

1. Those who are members of both the local club and the national United States Ultralight Association are eligible for Full membership.

2. Those who are not members of the national organization are eligible for Associate membership.

b. Any eligible person desiring to become a member must notify the Club in the prescribed manner, including appropriate dues.

c. An Honorary Member shall be any person elected as such a member by a majority of the voting members in attendance at a regularly scheduled Club meeting.

Section II. Classification of Membership

a. A voting member shall be any Full or Associate member of the Club in good standing.

b. Family members shall be the spouse and dependents of a member's household.

c. Honorary Members shall not be entitled to vote, nor shall they hold office in this organization.

Section III. Duration of Membership

a. Duration of membership shall be dependent upon the continued fulfillment of those requirements, which qualified the individual for original membership.

b. Duration of Honorary Membership shall be for one year following such appointment. Renewal of an Honor Membership shall require action the same as for original selection.

Section IV. Expulsion of Members

a. Any member deemed undesirable by acts or deeds which are considered to jeopardize this organization may be expelled from membership at any published meeting by a three-fourths popular vote of the members present at such a meeting.

b. Membership in the Club may be terminated for non-payment of Club dues at any time after the member falls 90 days behind in payment of said dues.

c. A member may resign form the Club at any time upon notice in writing addressed to the Secretary.

ARTICLE V

Section I. Rate of Assessment

a.Both Full and Associate members shall be assessed equally.

b. Rate of assessment of dues shall be determined by the Board of Directors.

c. Payment of dues shall be made to the Club Treasurer.

Section II. Assessment Period

a. Dues shall be paid by January 1 of each year for the period January 1 through December 31.

b. Members joining after July 1 shall be assessed one-half the annual dues.

Section III. Members Not Subject to Dues

Honorary Members shall not be subject to Club dues.

ARTICLE VI

Section I. Executive Officers

a. The Executive Officers of this organization shall be a President, Vice President, Secretary and Treasurer or combined Secretary/Treasurer.

b. Their term of office shall be two years, served in a staggered order. The President and Secretary shall be elected in December of odd years, and the Vice President and Treasurer in even years. Installation of officers will be in December, following their election.

c. In the event of an unscheduled vacancy of an office, the Board of Directors shall appoint a member of the Club to serve until the next election of that office.

d. The Treasurer may be bonded in an amount determined by the Club. The bond premium shall be at the expense of the Club.

Section II. The President

The President shall be the Chief Executive Officer of the Club and the Board of Directors. He may call any special meeting of the Board of Directors and shall have, subject to the advice and control of the Directors, general charge of the business of the Club. He shall execute, with the Secretary, all contracts and instruments that have first been approved by the Board of Directors. In the case of the absence or disability of the Treasurer, the President may execute checks for the expenditures authorized by the Board of Directors.

Section III. The Vice President

a. The Vice President shall be vested with all the powers and shall perform the duties of the President in case of the absence, disability or inability for any reason, of the President to perform the duties of his office.

b. The Vice President shall also perform such duties connected with the operation of the Club as he may undertake at the suggestion of the President or Directors.

Section IV. The Secretary

a. The Secretary shall have the responsibility to take and publish minutes of all meeting of the members and of the Board of Directors. He shall attend to the giving and serving of notices of all meeting of the members and of the Board of Directors and otherwise. He shall keep a proper membership book showing the name of each member of the Club and a book of Article of Incorporation and By-Laws, and such other books and papers as the Board of Directors may direct. He shall execute with the President, in the name of the Club, all contracts and instruments that have been first approved by the Board of Directors. He shall also oversee such other Club communication responsibilities as: Newsletter, Club Web Site and Telephone Event Line.

Section V. The Treasurer

a. The Treasurer and the President shall execute, in the name of the Club, all checks for the expenditures authorized by the Board of Directors. He shall receive and deposit all funds of the Club in a bank selected by the Board of Directors, which funds shall be paid out only by check, as provided. He shall also account for all receipts, disbursements and the balance of funds on hand.

b. The Treasurer shall arrange for an annual audit of the Club's finances by another qualified party. He shall report the audit and an annual financial statement to the membership

Section VI. Appointed Staff-level Officers

a. Contingent upon the level and nature of activity in the Club, it may be necessary for the President to appoint members to carry out specific functions on a continuing basis. Such appointments must be approved by the Board of Directors and may include, but are not limited to:

1.    Newsletter Editor
2.    Webmaster
3.    Librarian
4.    Flying Safety
5.    Events Coordinator
6.     Membership Coordinator
7.    Art / Photography
8.    Publicity
9.     Property Management

b. Any of these functions deemed by the President and Board to be of sufficient importance may be elevated and assigned to one of the Director-at-Large positions.

ARTICLE VII

a. The powers, business and control of the property of the Club shall be exercised, conducted and controlled by a Board of Directors of not less than seven members.

b. The Board of Directors shall be determined as follows:

        1). The current President and Vice President, immediate Past President, Secretary and Treasurer.

        2). Additional Directors, at Large, not to exceed two in number, will be appointed by the President, subject to the approval  of the Board. Appointed Directors shall serve for a period of one year. In the absence of an Immediate Past President, a third Director-at-Large may be appointed by the President subject to approval by the Board of Directors.

c. The President shall be a member of and preside over the Board of Directors as its Chairman.

d. In case of a vacancy on the Board, the President shall appoint a replacement, subject to the approval of the Board of Directors.

e. Meetings of the Board of Directors shall be called at any time on the order of the President or on the order of at least three (3) Directors.

f. Notice of special meetings of the Board of Directors stating the time and, in general terms, the purpose of the meeting shall be mailed or personally given to the Directors at least 48 hours prior to the time appointed for the meeting. If all the Directors shall be present at a meeting, any business may be transacted without previous notice.

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

h. Each member of the Board shall serve as a Director without compensation.

i. 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 do and perform.

j. Board meetings shall be open to the membership. However, members may not participate in Board proceedings unless invited by the President or the Presiding Officer.

ARTICLE VIII

a. All meetings of the members, except as herein provided, shall be held at a place to be determined by the President.

b. Notice of any annual meeting of the members shall be given by notice published in a recognized publication of the Club before such meeting.

c. 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 Board of Directors.

d. Notice of special meetings of members, stating the time and, in general terms, the purpose thereof, shall be given in a like manner, as the notice required for the regular meetings.

e. At any meeting of the members, a quorum shall consist of at least one half of members who are in good standing, represented either in person or by proxy.

f. The President, or in his absence the Vice President, or in the absence of the President and Vice President, a Chairman elected by the members present, shall call the meeting of the members to order and shall act as the presiding officer.

g. At every meeting of the members, each voting member shall have only one vote. In the absence of a member, he shall have the right to vote by proxy.

h. A majority of the members present or represented by proxy is necessary for the adoption of any resolution.

ARTICLE IX

If the office of President, Vice President, Secretary or Treasurer becomes vacant for any reason, the Board of Directors shall elect a successor who shall hold office for the unexpired term.

ARTICLE X

a. A nominating committee consisting of Club members at large will be formed at the September Club meeting.

b. Selections of the nominating committee will be published at the October meeting and in a recognized publication of the Club before the November meeting.

c. Nominations from the floor will be accepted prior to the election at the November meeting.

d. Elections of officers shall be accomplished at the November meeting of the Club prior to the expiration of the current terms of office.

e. Election to office requires a majority vote of members present.

ARTICLE XI

These By-Laws may be repealed or amended by new By-Laws adopted at any meeting of the Board of Directors by a two-thirds majority vote of those present at such a meeting in person or represented by proxy, provided only that changes will be in conformity with the provisions of Chapter 2 of Title 13.1 of the code of Virginia.

ARTICLE XII

Should the Club become inactive or disband, all Club records, certificates of incorporation and the Charter are to be returned to USUA headquarters for safekeeping. The assets of the Club will be transferred to the USUA, a non-profit corporation under Federal IRS and Maryland State Law.

ARTICLE XIII

A corporate seal may be provided for.

NOTES TO BYLAWS