ARTICLE 3 - MEMBERSHIP
SECTION 1 - MEMBERSHIP ELIGIBILITY
Membership in the corporation shall be open to any person without discrimination who is interested in the purposes of the corporation and holds active membership with Academy of Model Aeronautics (A.M.A.)
SECTION 2 - MEMBERSHIP CATEGORIES:
(a) FULL VOTING MEMBERSHIP – Any individual twenty two (22) years or older who has paid annual membership fee and holds active membership with Academy of Model Aeronautics (A.M.A.),
(b) NON-VOTING ASSOCIATE MEMBERSHIP – Any individual twenty two (22) years or older who is in the Armed Forces, a college student and/or shall reside in San Angelo for six (6) months or less and holds active membership with A.M.A. This membership shall be paid at the prorated rate of the regular annual membership fee for a minimum three (3) month period for a six (6) months period. After six (6) months the member will be considered a full paying member and be required to pay full annual membership fee,
(c) NON-VOTING JUNIOR MEMBERSHIP – Any individual under twenty two (22) years of age who has paid $5.00 dollars annual fee and holds active membership with A.M.A. Upon their twenty second birthday Full membership fee will become effective.
SECTION 3 - MEMBERSHIP FEE
Each November meeting, membership fees and dues shall be reviewed by the Board of Directors and adjusted if desired by a two-thirds (2/3rd’s) vote of the Directors present at the meeting.
(a) Renewal memberships are payable on January 1st of each year or at the first meeting in January,
(b) Any new member joining Angelo RC. INC. at a later date in the year will be required to pay membership fees prorated per annual rate according to the number of months left in the year.
(c) Membership Fees are delinquent on March 1st of each year. Membership may be terminated upon request of the Board of Directors. Any individual who is unable to pay fees due to lack of funds may apply for a member sponsorship, and payment of fees will be waved until applicant is able to pay or donates in-kind services.
SECTION 4 - TERMINATION OF MEMBERSHIP
Membership in Angelo RC, INC. will be subject to termination upon one or more of the following.
(a) Failure of member to pay their annual membership fees on or before the due date or make alternative arrangements, such as in-kind services.
(b) Failure to retain an active membership with A.M.A,
(c) Receipt by the Board of Directors of a written or typed resignation of a member.
Membership termination must be by motion by a Director, seconded, and be approved by a majority two-thirds (2/3’s) vote of the Board of Directors.
Any member who lets their membership cease for any reason shall be required to fill out a new application for membership.
SECTION 5 - GRIEVANCE PROCEDURES
(a) Purpose: The grievance procedure provides a mechanism to enforce existing safety and conduct rules by providing a progressive disciplinary system when needed.
(b) Procedure: Although most complaints can be resolved informally, if a complaint is serious or cannot be resolved informally, the matter should be referred to the Board of Directors for its consideration by means of a Grievance Form (last page of these by-laws) to be filled out and turned into the Board of Directors. At least one witness is required to sign the Grievance Form. At least one witness is required.
(c) Procedural Steps: The following three step actions will occur in sequence only if the violations accrue within a two-year period of time or of such nature that warrants otherwise.
First Violation: Viewpoints of both complainants and accused will be considered. Complainant’s name will be disclosed only to the board. The Board will give a verbal reprimand to the accused, and this will be recorded in the Board minutes.
Second Violation: Complainant’s name will be disclosed. The accused has the right to a written rebuttal, to be reviewed by the Board of Directors. If the Board so decides, the membership privileges of the accused will be suspended for thirty (30) days. Written notice of this shall be issued.
Third Violation: The Board of Directors will notify the accused in writing and the Corporations members via the Corporate newsletter that the Board of Directors will vote on the expulsion of the accused at the next Board meeting. Said expulsion will last for a one-year minimum. (Longer if deemed necessary by the Board).
(d) Reapplication for membership by expelled member: The expelled member may reapply for membership after the expiration of the expulsion time period.
(e) Actions in case of retaliatory action by member accused of a violation: Any member receiving a Grievance , who directs any retaliation action against the person filing said Grievance or any other Member of the Corporation or its Board of Directors, will be subject to immediate expulsion from the organization and legal actions. Retaliatory action is to include threats, intimidation, physical harm, intentional equipment damage, or any other action deemed to be retaliatory by the Board.
SECTION 6 - MEMBERSHIP MEETINGS
The regularly scheduled Membership meeting shall be held on the second Thursday of each month, at a time and place previously announced. Regular work day meeting will be on the Saturday following a regular meeting. Special meetings may be called as deemed necessary by the Board of Directors.
At the regularly scheduled Membership meeting in the month of November nominations from anyone who is Full Voting Member may be made for any positions of Directors of the Corporation’s Board expiring in December of the same year will be made. Voting for those Directors positions nominated in November will be done by anyone who is Full Voting Member at the Annual Meeting of the Corporation and Membership in December of each year.
BOARD OF DIRECTORS
SECTION 1 - NUMBER OF DIRECTORS
The corporation shall have no more than 5 directors and collectively they shall be known as the Board of Directors.
SECTION 2 - QUALIFICATIONS
Directors shall be of the age of majority in Texas, but need not be residents of Texas or members of the corporation. Directors must be Full Voting Member of the Corporation or must become one immediately following their nomination. Although no further limiting qualifications shall be imposed on the makeup of this group of individuals, the incorporators encourage selective diversity in the allocation of director positions and access to a personal computer and the Internet
SECTION 3 - POWERS
Subject to the provisions of the laws of Texas and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 4 - DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
(c) Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly:
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or emailed or faxed to such addresses shall be valid notices thereof.
SECTION 5 - TERM OF OFFICE
Each director shall hold office for a period of three years, except for the initial years of operation, and may be subsequently reelected to serve additional terms, not to exceed a total of three consecutive terms as Officers of the Board. In order to assemble a seasoned board with practical experience in dealing with the corporate affairs of this organization, the Secretary will, at the third annual meeting for the election of directors in 2010, assign each director to a numbered group (numbered one, two, and three), and shall make a chance selection among numbered lots in order to provide for staggered terms of office, electing or reelecting three directors each year thereafter. Each director shall hold office until his or her successor is elected and qualifies.
SECTION 6 - ELECTION OF DIRECTORS
Directors whose normal expiration of term is expires in December of a the current year shall be nominated and voted on by the membership of the corporation who are eligible to vote at the annual meeting of the Corporation in November of each year.
SECTION 7 - COMPENSATION
Directors shall serve without compensation except as reasonable reimbursement of expenses incurred in the performance of their duties.
SECTION 8 - PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.
SECTION 9 - REGULAR MEETINGS
A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after and at the same place as the initial meeting of the Board. The Board of Directors may provide by resolution of the time and place, for the holding of additional regular meetings of the Board without other notice than such resolution, including business conducted via the Internet.
SECTION 10 - SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
SECTION 11 - NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
(a) Regular Meetings No notice need be given of any regular meetings of the Board of Directors.
(b) Special Meetings Whenever possible, at least two days notice shall be given to each director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by mail, e-mail, telephone or by facsimile machine and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first transmission.
(c) Waiver of Notice Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or provisions of law, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
SECTION 12 - QUORUM FOR MEETINGS
A quorum shall consist of a majority of the directors in attendance at a directors meeting, as long as the percentage in no case numbers less than the three required by Texas statute. (Directors represented by proxy may not be counted toward a quorum.) If a quorum is not present, directors shall adjourn.
SECTION 13 - MAJORITY ACTION AS BOARD ACTION
Every decision made by a majority of the directors present at a meeting duly held by the required number of directors is an action of the Board of Directors.
SECTION 14 - CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the Board, or in his or her absence, by the Vice President or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary shall act as secretary of all meetings of the board, excepting that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Deshler’s Rules of Order, Robert’s Rules of Order, or any such procedures as may be approved from time to time by the Board of Directors to introduce and discuss items of business at Board Meetings.
SECTION 15 - VACANCIES
Vacancies on the Board of Directors other than those occurring from normal expiration of term shall exist on the resignation, removal or death of any director. Any director may resign effective upon giving written notice to the presiding officer or other member of the Board, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the Attorney General or other appropriate agency of the State of Texas.
Directors may be removed from office with or without cause as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies other than those from normal expiration of term on the Board may be filled by approval of the Board of Directors. If the number of directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the Board of Directors shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
SECTION 16 - NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 17 - INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
SECTION 18 - INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.