PMOPA Bylaws
PIPER M-CLASS OWNERS & PILOTS ASSOCIATION INC.
A NEW JERSEY NOT-FOR-PROFIT CORPORATION
ARTICLE I: CORPORATE NAME, OFFICES, PURPOSE AND SEAL
Section 1. Name. The name of the Association is:
PIPER M-CLASS OWNERS & PILOTS ASSOCIATION INC.
Section 2. Offices. The Association shall maintain its principal place of business at the office of its Chief Executive Officer which is presently 306B Grove Avenue, Falls Church, VA 22046, but it shall maintain its registered agent’s office at 17 Watchung Ave, Ste 203, Chatham, New Jersey 07960.
Section 3. Purpose. The Association may engage in any lawful activity that a not-for-profit corporation organized under the laws of the State of New Jersey may pursue, but it shall be the Association’s principal purpose to educate, train and keep the owners and operators of Piper M-Class series aircraft (hereinafter referred to as PA-46 aircraft, meaning all models and engines within the PA-46 airframe) informed as to all issues relating to the safety and operation of these aircraft. With this purpose the Association shall also educate and inform owners and operators as to all rules and regulations promulgated by the Federal Aviation Administration, warnings and findings issued by the National Transportation Safety Board and other governmental authorities that regulate the operation of small aircraft. The Association shall represent and advocate for the collective benefit of its members in matters of common interest, including but not limited to government agencies, trade associations, and manufacturers of aircraft, engines, and aviation component parts. Notwithstanding the foregoing, the Association shall not engage in any activity that will jeopardize its status as a not-for-profit and tax-exempt organization.
Section 4. Seal. The official seal of the Association shall be in the form below or otherwise adopted by the Board from time to time. The seal/insignia/logo of the Association, or variations thereof, may only be used for Association business unless specifically authorized in writing by the Board.
ARTICLE II: MEMBERSHIP
Section 1. Qualifications. The members of this Association shall consist of any individual or firm who owns or operates a PA-46 aircraft or has an interest in the ownership or operation of PA-46 aircraft. The Board of Directors (hereinafter referred to as the "Board") may grant membership status to other individuals based upon such criteria and the payment of such fees as it shall from time to time determine, provided, however, that no such criteria shall illegally discriminate against any individual or class or violate any State or Federal laws.
Two classes of membership shall be recognized:
1) Owner/Pilots – consisting of individuals, families, aircraft ownership partnerships, or companies that own, operate, or have an interest in PA-46-derived aircraft;
2) Vendors – consisting of those individuals or firms that market products and/or services to the PA-46 community, including, but not limited to, manufacturers, aircraft dealers/brokers, STC developers and modifiers, instructors, consultants, and service providers.
Section 2. Registration for Membership. Any person or firm who meets the qualification for membership may submit an online or written and signed application, on a form approved by the Board, to the Chief Executive Officer of the Association via the PMOPA website or by US Mail. Applicants whose registrations are approved by the Chief Executive Officer, or his/her agent, shall become members upon the payment of the required fees and dues.
Section 3. Voting Rights. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. Vendors are limited to one vote per company.
Section 4. Proxies. Every member entitled to vote may do so either in person or by written proxy filed with the Secretary of the Association.
Section 5. Member Standing. A member shall be in good standing if his or her application or member profile information is complete, accurate and all dues and fees are timely paid. No individual who is not a member in good standing shall be permitted to be present at, to discuss or to vote upon any business transacted at any regular or special meeting of the members unless extended an invitation to appear at, make a presentation to or observe the proceedings.
Section 6. Termination of Membership. The Board by an affirmative vote of two-thirds of the Directors, may suspend or expel a member for actions, speech or behavior that in the sole discretion of the Board do not represent the best interests of the association, promote disharmony within the membership, bring dishonor upon the association, or damage its influence and reputation. A prorated portion of the member’s unused annual dues or event registrations shall be refunded in the case of membership suspension or termination.
Section 7. Resignation. Any member may resign his or her membership in the Association by filing a written resignation with the Chief Executive Officer of the Association. Such resignation shall not relieve the resigning member of the obligation to pay any debt due and owing the Association.
Section 8. Transfer of Membership. Membership in the Association is not transferable or assignable.
ARTICLE III: MEETINGS OF MEMBERS
Section I. Annual Meeting. An annual meeting of the members shall be held at such time and place as the Board shall determine for the purpose of electing Directors, aviation education, discussing issues relating to safety and operation of the PA-46 aircraft, and for the transaction of such other business as the Board shall decide.
Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board, or by no less than one-fourth (25%) of the members having voting rights. If no designation is made, the place of the meeting shall be the principal office of the Association, which location shall be that geographic location of either the then duly elected President or the Chief Executive Officer.
Section 3. Notice. Notice of a meeting shall be mailed or emailed to members no less than ten (10) days before the date on which the meeting is to be held. Notices shall be sent to the members' last known address as they appear on the membership list of the Association. Such notices may be inserted into or printed within Association publications mailed to the members. All notices shall state the date, time and place of the meeting and shall also state the general nature of the business to be transacted.
Section 4. Quorum. A quorum shall consist of five (5%) percent of the voting eligible membership, who may be present in person, or represented by proxy. A quorum must be present for the conduct of Association business.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. General Powers. The Board of Directors shall manage the affairs of the organization.
Section 2. Number, Tenure and Qualification. The Board shall consist of no less than three (3) nor more than eleven (11) members, including any ex-officio Directors. Directors shall be elected or re-elected, as their terms expire, by the members at the annual meeting of members. The term of service for a Director shall be three years. Directors may be nominated and re-elected by the members to serve up to three consecutive three-year terms, or 9 years, subject to a Director being named an officer, which could result in a longer term of service as Director if the Director’s service resulted in election as an officer to the Association. The immediate Past President automatically becomes a Director and holds the title of Past President until his/her successor transitions out of the President position. Such Past President shall be eligible to be a member of the Board until the later of (a) three years after completion of his/her term as President; and (b) the completion of his/her 9th year on the Board. All Directors must be members of the Association, however to avoid any appearance of conflict of interest, the President or Vice President should not be a vendor member. The Chief Executive Officer of the Association is an ex-officio Director without voting rights. The Board may appoint individuals, acting in their representative capacities for other organizations, to serve as “Industry Directors” to serve on an annual basis, ex-officio without voting rights, to advise on strategy and strengthen relationships with key partners.
Section 3. Organizational Meeting. The annual organizational meeting of the Board shall be held at a time and place designated by the Board.
Section 4. Regular Meetings. In addition to the annual organizational meeting of the Board, the Board may, by resolution, establish the time and place for holding additional regular meetings. Further notice of such meetings shall not be required. Otherwise, all regular meetings of the Board shall be held at the geographic location designated by the President.
Section 5. Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two (2) Directors. Such meetings shall be held at such place as the Directors may determine. A telephone or internet conference call can serve as a Special Meeting under this Section. A Director shall receive no less than five (5) days advance notice of a special meeting, which shall state the time, date and place of the meeting and the business to be transacted.
Section 6. Quorum. A quorum shall consist of a simple majority of the Board. A quorum shall be required for the transaction of any business of the Association.
Section 7. Waiver of Notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting.
Section 8. Board Decisions, Proxies. The act of a simple majority of the Directors present at a meeting at which a quorum is present shall constitute a valid and binding act of the Association. A Director may vote in person or by proxy.
Section 9. Vacancies. Any vacancy may be filled by the Board until the next Annual Meeting election.
Section 10. Removal. The Board, by majority vote (of those Directors who are not the subject of such vote), may remove any elected Director: who is absent from three (3) consecutive meetings of the Board of Directors without the President’s prior approval; who has failed in his/her duties; or who has acted in a matter reflecting adversely on the Association.
Section 11. Expenses. Directors may be reimbursed for out-of-pocket expenses reasonably incurred on behalf of the Association in accordance with the policies of the Association as adopted by the Board of Directors, attached as Addendum 1.
ARTICLE V: OFFICERS
Section 1. Officers. The officers of the Association shall be a President, a Vice-President (President Elect), a Secretary and a Treasurer (or an individual serving as both secretary and treasurer). Each officer shall be nominated from the then slate of Directors and elected by the Board at the annual organizational meeting of the Board and shall hold office for two (2) years or until his or her successor is elected and installed. The Board may appoint such other officers as it may from time to time determine to be advisable or desirable. The Board shall assure a succession of officers as needed to achieve the goals of the Association. The elected officers shall remain Directors of the Association so long as the officer is progressing through the Vice President (President Elect)/ President/Past President track.
Section 2. Powers and Duties. The officers shall have such powers and shall perform such duties as may from time to time be delegated by a resolution of the Board as well as those traditionally performed by officers of not-for-profit corporations.
Section 3. Removal. Any officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Association would be served.
Section 4. Vacancy. A vacancy in any office, arising for any reason, whatsoever, shall be filled by the Board.
ARTICLE VI: CHIEF EXECUTIVE OFFICER
Section 1. Independent Contractor. The Association, through its Board, shall enter into an independent contractor agreement with an individual who shall serve as the Association’s Chief Executive Officer. The duties and responsibilities of the Executive Director shall be detailed in the independent contractor agreement with the Chief Executive Officer.
Section 2. Duration. The Chief Executive Officer for the Association shall serve year to year to be renewed by the Board annually at the annual Board meeting and work closely with the President as well as the Board to advance the objectives of this non-profit corporation.
ARTICLE VII: COMMITTEES
The Board may form any committee the Board deems necessary or advisable, consisting of such number of members and with such powers as the Board shall designate. Such committees shall continue in existence until the Board decides otherwise. The President shall appoint the members of each committee and shall serve as an ex-officio member of each committee.
ARTICLE VIII: CONTRACTS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board may authorize any officer(s), Chief Executive Officer or agent(s) of the Association to enter into any contract and to execute and deliver any instrument in the name of and on behalf of the Association. Such grant(s) of authority may be general or may be limited to a specific circumstance:
(a) Except for those contracts specified as a planned line-item expenditure included in a Fiscal Year budget approved by the Board of Directors, every contract entered into exceeding $5,000 in value must be authorized or ratified by a resolution of the Board of Directors. Any loans or other evidence of indebtedness, issued in the name of or on behalf of the Association must be authorized or ratified by a resolution of the Board of Directors.
(b) Except as otherwise provided by law, all checks, drafts, promissory notes, and other evidence of indebtedness issued in the name of the Association and all contracts, deeds, mortgages, and other instruments executed in the name of and on behalf of the Association must be executed and attested by such officer or officers, or agent or agents, of the Association and in such manner as shall periodically be determined by resolution of the Board of Directors.
Section 2. Checks. All checks, drafts or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the Association must be signed by the Chief Executive Officer or Chief Operating Officer who has been given signatory authority by the Board of Directors for all amounts that do not exceed $5,000. For all checks, drafts of other orders for the payment of money and all notes or other evidence of indebtedness issued in the name of the Association that exceed $5,000 must be signed by the Chief Executive Officer or Chief Operating Officer with prior written, including via electronic mail, authorization by the President or by the Treasurer of the Corporation.
Section 3. Deposits. All the funds of the Association shall be deposited in Association accounts in such banks, brokerage firms or, other depositories, as the Board shall from time to time select.
Section 4. Distribution upon Liquidation. Upon liquidation of the Association, for any reason whatsoever, all assets of the Association shall be distributed to a qualified 501(c)(3) or (c)(6) organization having a similar purpose.
ARTICLE IX: BOOKS AND RECORDS
The Association shall keep books and records of account and shall also keep Minutes of the proceedings of its members, Board and committees. All such records, including a list of its members, shall be kept at its principal office. The Associations books and records, in the broadest sense, shall be open to inspection by any member entitled to vote, or his duly authorized agent or attorney, for any proper purpose during normal business hours, upon 30 days’ notice and subject to non-interference with the Association’s business.
ARTICLE X: DUES
Section 1. Annual Dues. The Board shall determine the amount of annual dues payable by members and shall give appropriate notice to the members.
Section 2. Payment of Dues. Dues will be assessed annually on the month the completed application is accepted. Dues will be payable each subsequent year in advance of the first day of the same month. A member whose dues are three months in arrears shall no longer be a member in good standing.
ARTICLE XI: FISCAL YEAR
The fiscal year of the Association shall commence on January 1 of each year, except in the year of incorporation, in which case it shall commence on the date the Association's Certificate of Incorporation was filed.
ARTICLE XII: UNAUTHORIZED USE
Unless authorized by the Board, no person, group, entity or association shall utilize, display or in any manner capitalize upon the Association's reputation, name, insignia or any abbreviation or simulation thereof.
ARTICLE XIII: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each Director, officer, and Chief Executive Officer of the Association shall be indemnified and held harmless against any and all claims and liabilities to which he shall become subject, to the extent permitted by law, by reason of serving or having served as an officer or Director, whether such claim arises from an assertion that said officer or Director acted, failed to act or acted negligently. The Association shall reimburse each officer and Director for all legal expenses reasonably incurred in connection with any such claim or liability. An officer or Director shall not, however, be indemnified or held harmless and shall not receive reimbursement for legal expenses arising out of his or her own willful misconduct, gross negligence or intentional tort.
ARTICLE XIV: COMPENSATION
No member of the Board or officer shall be paid a salary for his or her service in such capacity. The Board may authorize the reimbursement of reasonable expenses incurred by an officer or Director in furtherance of the Association's business. The Board may waive the dues and/or fees of members or Directors in exchange for volunteer services rendered to the Association. If the Board retains additional staff to manage the affairs of the Association, such individual(s) shall be hired as an independent contractor. The amount paid to such individual(s) shall be negotiated by the President and approved by the Board.
ARTICLE XV: AMENDMENT OF BYLAWS
These Bylaws may be amended, repealed or re-stated, in full or in part, by a majority vote of the Board.
ADDENDUM 1 TRAVEL REIMBURSEMENT POLICY
Re: Article IV, Section 11. Expenses.
For attendance at all Board meetings, in addition to the actual cost of lodging at the meeting site and using travel modes of their choosing, Trustees shall be eligible to receive reasonable travel expense reimbursement for either:
a) an amount not to exceed the round trip coach class airfare applicable to the distance involved; or
b) actual airport landing fees and, from the lowest price FBO at the airport for actual fuel and ground handling expenses incurred starting from their domiciles.
As deemed appropriate to the individual situation by a majority vote of the Executive Committee, individuals may also be reimbursed on the same basis for participation in other Association approved events.
ADDENDUM 2 CONFLICT OF INTEREST POLICY
ARTICLE I: Purpose
The purpose of this Conflicts of Interest and Confidentiality Policy is to protect the interests of PMOPA (the “Association”) when it is contemplating entering into a transaction or arrangement that might involve a Conflict of Interest (as defined below). This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations. In any instance where this policy may differ from such laws and regulations, the interpretation most protective of the Association shall govern.
ARTICLE II: Definitions
1. Conflict of lnterest means a transaction or arrangement involving the Association that:
a. might benefit the private interest of an Interested Person (as defined below); or
b. involves a contract or transaction between the Association and an Interested Person, or an organization in which an Interested Person is a director, officer or legal representative or has a Financial Interest (as defined below).
A Conflict of Interest can also exist where a person's dual positions could compromise his or her objectivity in performing obligations of loyalty to either organization.
2. Interested Person means any director, officer, employee, committee member or agent of the Association or any entity controlled by, controlling or under common control with the Association and any Family Member (as defined below) of such person.
3. Financial Interest means:
a. a direct or indirect ownership or investment interest in any entity with which the Association has a transaction or arrangement, or
b. a compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or
c. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.
4. Family Member means spouse, parent, child, spouse of a child, stepchild, spouse of a stepchild, brother, sister or spouse of a brother or sister.
5. Board means the governing board (i.e., the Board of Directors) of the Association unless the context clearly refers to the governing board of another entity.
ARTICLE III: Procedures
1. Duty to Disclose In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence and nature of any actual or possible conflict of interest to the members of the Board and members of committees considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
3. Interested Person Participation If it is determined that a conflict of interest exists, the Interested person may make a presentation at the Board or committee meeting, but after such a presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in a conflict of interest.
4. Procedures for Dealing with the Conflict of Interest The president of the Board or committee chair may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. The Board or committee shall consider whether the Association should pursue a transaction or arrangement with a person or entity that would not give rise to a Conflict of Interest. If the Board or committee determines not to pursue a transaction or arrangement with a person or entity that would not give rise to a Conflict of Interest, the Board or committee shall determine by a majority vote of the disinterested Board members or committee members whether the transaction or arrangement is in the Association's best interest and for its own benefit and whether the transaction is fair and reasonable to the Association and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
5. Violations of the Conflicts of Interest Policy If the Board or committee has reasonable cause to believe that an Interested Person has failed to disclose actual or possible Conflicts of Interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the person and making such further investigation as may be warranted under the circumstances, the Board or committee determines that the person has in fact failed to disclose an actual or possible Conflict of Interest, it shall take appropriate disciplinary and corrective action, up to and including removal from office.
ARTICLE IV: Records of Proceedings
The minutes of the Board and all committees shall contain:
a. the names of the persons who disclosed or otherwise were found to have a Conflict of Interest, the nature of the Conflict of Interest and any action taken to determine whether a Conflict of Interest was present and the Board's or committee's decision as to whether a Conflict of lnterest in fact existed;
b. the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.
ARTICLE V: Compensation Committees
A voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association, either individually or collectively, is prohibited from providing information to the Board or any committee regarding compensation.
ARTICLE VI: Exceptions
This Conflicts of Interest Policy does not apply to the fixing of compensation or expense reimbursements of Board and/or committee members of the Association. This Conflicts of Interest Policy does not apply for transactions or arrangements between the Association and Cirrus Owners and Pilots Association, a Minnesota non-profit corporation, or entities controlled by, under common control with or controlling the Association.
ARTICLE VII: Annual Statements
Each member of the Board, each principal officer and each member of a committee with Board delegated powers shall annually sign a statement which affirms that such person:
a. has received a copy of this Conflicts of lnterest Policy;
b. has read and understands the policy;
c. has agreed to comply with the policy; and
d. understands that the Association is a non-profit organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of the tax-exempt purposes.
ARTICLE VIII: Periodic Reviews
To ensure the Association does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining;
b. Whether partnerships, joint ventures and arrangements with management organizations conform to the Association's written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further the Association’s purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
ARTICLE IX: Use of Outside Experts
When conducting the period reviews as provided in Article VIII, the Association may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE X: Confidentiality
Members of the Board, officers, members of committees, agents and volunteers shall not divulge or communicate to any person(s) any confidential information of any kind concerning any matters affecting or relating to the business of the Association. If one is not sure if information is confidential, such person should request a determination by the Board or the President.
PIPER M-CLASS OWNERS & PILOTS ASSOCIATION INC.
A NEW JERSEY NOT-FOR-PROFIT CORPORATION
ARTICLE I: CORPORATE NAME, OFFICES, PURPOSE AND SEAL
Section 1. Name. The name of the Association is:
PIPER M-CLASS OWNERS & PILOTS ASSOCIATION INC.
Section 2. Offices. The Association shall maintain its principal place of business at the office of its Chief Executive Officer which is presently 306B Grove Avenue, Falls Church, VA 22046, but it shall maintain its registered agent’s office at 17 Watchung Ave, Ste 203, Chatham, New Jersey 07960.
Section 3. Purpose. The Association may engage in any lawful activity that a not-for-profit corporation organized under the laws of the State of New Jersey may pursue, but it shall be the Association’s principal purpose to educate, train and keep the owners and operators of Piper M-Class series aircraft (hereinafter referred to as PA-46 aircraft, meaning all models and engines within the PA-46 airframe) informed as to all issues relating to the safety and operation of these aircraft. With this purpose the Association shall also educate and inform owners and operators as to all rules and regulations promulgated by the Federal Aviation Administration, warnings and findings issued by the National Transportation Safety Board and other governmental authorities that regulate the operation of small aircraft. The Association shall represent and advocate for the collective benefit of its members in matters of common interest, including but not limited to government agencies, trade associations, and manufacturers of aircraft, engines, and aviation component parts. Notwithstanding the foregoing, the Association shall not engage in any activity that will jeopardize its status as a not-for-profit and tax-exempt organization.
Section 4. Seal. The official seal of the Association shall be in the form below or otherwise adopted by the Board from time to time. The seal/insignia/logo of the Association, or variations thereof, may only be used for Association business unless specifically authorized in writing by the Board.
ARTICLE II: MEMBERSHIP
Section 1. Qualifications. The members of this Association shall consist of any individual or firm who owns or operates a PA-46 aircraft or has an interest in the ownership or operation of PA-46 aircraft. The Board of Directors (hereinafter referred to as the "Board") may grant membership status to other individuals based upon such criteria and the payment of such fees as it shall from time to time determine, provided, however, that no such criteria shall illegally discriminate against any individual or class or violate any State or Federal laws.
Two classes of membership shall be recognized:
1) Owner/Pilots – consisting of individuals, families, aircraft ownership partnerships, or companies that own, operate, or have an interest in PA-46-derived aircraft;
2) Vendors – consisting of those individuals or firms that market products and/or services to the PA-46 community, including, but not limited to, manufacturers, aircraft dealers/brokers, STC developers and modifiers, instructors, consultants, and service providers.
Section 2. Registration for Membership. Any person or firm who meets the qualification for membership may submit an online or written and signed application, on a form approved by the Board, to the Chief Executive Officer of the Association via the PMOPA website or by US Mail. Applicants whose registrations are approved by the Chief Executive Officer, or his/her agent, shall become members upon the payment of the required fees and dues.
Section 3. Voting Rights. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. Vendors are limited to one vote per company.
Section 4. Proxies. Every member entitled to vote may do so either in person or by written proxy filed with the Secretary of the Association.
Section 5. Member Standing. A member shall be in good standing if his or her application or member profile information is complete, accurate and all dues and fees are timely paid. No individual who is not a member in good standing shall be permitted to be present at, to discuss or to vote upon any business transacted at any regular or special meeting of the members unless extended an invitation to appear at, make a presentation to or observe the proceedings.
Section 6. Termination of Membership. The Board by an affirmative vote of two-thirds of the Directors, may suspend or expel a member for actions, speech or behavior that in the sole discretion of the Board do not represent the best interests of the association, promote disharmony within the membership, bring dishonor upon the association, or damage its influence and reputation. A prorated portion of the member’s unused annual dues or event registrations shall be refunded in the case of membership suspension or termination.
Section 7. Resignation. Any member may resign his or her membership in the Association by filing a written resignation with the Chief Executive Officer of the Association. Such resignation shall not relieve the resigning member of the obligation to pay any debt due and owing the Association.
Section 8. Transfer of Membership. Membership in the Association is not transferable or assignable.
ARTICLE III: MEETINGS OF MEMBERS
Section I. Annual Meeting. An annual meeting of the members shall be held at such time and place as the Board shall determine for the purpose of electing Directors, aviation education, discussing issues relating to safety and operation of the PA-46 aircraft, and for the transaction of such other business as the Board shall decide.
Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board, or by no less than one-fourth (25%) of the members having voting rights. If no designation is made, the place of the meeting shall be the principal office of the Association, which location shall be that geographic location of either the then duly elected President or the Chief Executive Officer.
Section 3. Notice. Notice of a meeting shall be mailed or emailed to members no less than ten (10) days before the date on which the meeting is to be held. Notices shall be sent to the members' last known address as they appear on the membership list of the Association. Such notices may be inserted into or printed within Association publications mailed to the members. All notices shall state the date, time and place of the meeting and shall also state the general nature of the business to be transacted.
Section 4. Quorum. A quorum shall consist of five (5%) percent of the voting eligible membership, who may be present in person, or represented by proxy. A quorum must be present for the conduct of Association business.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. General Powers. The Board of Directors shall manage the affairs of the organization.
Section 2. Number, Tenure and Qualification. The Board shall consist of no less than three (3) nor more than eleven (11) members, including any ex-officio Directors. Directors shall be elected or re-elected, as their terms expire, by the members at the annual meeting of members. The term of service for a Director shall be three years. Directors may be nominated and re-elected by the members to serve up to three consecutive three-year terms, or 9 years, subject to a Director being named an officer, which could result in a longer term of service as Director if the Director’s service resulted in election as an officer to the Association. The immediate Past President automatically becomes a Director and holds the title of Past President until his/her successor transitions out of the President position. Such Past President shall be eligible to be a member of the Board until the later of (a) three years after completion of his/her term as President; and (b) the completion of his/her 9th year on the Board. All Directors must be members of the Association, however to avoid any appearance of conflict of interest, the President or Vice President should not be a vendor member. The Chief Executive Officer of the Association is an ex-officio Director without voting rights. The Board may appoint individuals, acting in their representative capacities for other organizations, to serve as “Industry Directors” to serve on an annual basis, ex-officio without voting rights, to advise on strategy and strengthen relationships with key partners.
Section 3. Organizational Meeting. The annual organizational meeting of the Board shall be held at a time and place designated by the Board.
Section 4. Regular Meetings. In addition to the annual organizational meeting of the Board, the Board may, by resolution, establish the time and place for holding additional regular meetings. Further notice of such meetings shall not be required. Otherwise, all regular meetings of the Board shall be held at the geographic location designated by the President.
Section 5. Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two (2) Directors. Such meetings shall be held at such place as the Directors may determine. A telephone or internet conference call can serve as a Special Meeting under this Section. A Director shall receive no less than five (5) days advance notice of a special meeting, which shall state the time, date and place of the meeting and the business to be transacted.
Section 6. Quorum. A quorum shall consist of a simple majority of the Board. A quorum shall be required for the transaction of any business of the Association.
Section 7. Waiver of Notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting.
Section 8. Board Decisions, Proxies. The act of a simple majority of the Directors present at a meeting at which a quorum is present shall constitute a valid and binding act of the Association. A Director may vote in person or by proxy.
Section 9. Vacancies. Any vacancy may be filled by the Board until the next Annual Meeting election.
Section 10. Removal. The Board, by majority vote (of those Directors who are not the subject of such vote), may remove any elected Director: who is absent from three (3) consecutive meetings of the Board of Directors without the President’s prior approval; who has failed in his/her duties; or who has acted in a matter reflecting adversely on the Association.
Section 11. Expenses. Directors may be reimbursed for out-of-pocket expenses reasonably incurred on behalf of the Association in accordance with the policies of the Association as adopted by the Board of Directors, attached as Addendum 1.
ARTICLE V: OFFICERS
Section 1. Officers. The officers of the Association shall be a President, a Vice-President (President Elect), a Secretary and a Treasurer (or an individual serving as both secretary and treasurer). Each officer shall be nominated from the then slate of Directors and elected by the Board at the annual organizational meeting of the Board and shall hold office for two (2) years or until his or her successor is elected and installed. The Board may appoint such other officers as it may from time to time determine to be advisable or desirable. The Board shall assure a succession of officers as needed to achieve the goals of the Association. The elected officers shall remain Directors of the Association so long as the officer is progressing through the Vice President (President Elect)/ President/Past President track.
Section 2. Powers and Duties. The officers shall have such powers and shall perform such duties as may from time to time be delegated by a resolution of the Board as well as those traditionally performed by officers of not-for-profit corporations.
Section 3. Removal. Any officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Association would be served.
Section 4. Vacancy. A vacancy in any office, arising for any reason, whatsoever, shall be filled by the Board.
ARTICLE VI: CHIEF EXECUTIVE OFFICER
Section 1. Independent Contractor. The Association, through its Board, shall enter into an independent contractor agreement with an individual who shall serve as the Association’s Chief Executive Officer. The duties and responsibilities of the Executive Director shall be detailed in the independent contractor agreement with the Chief Executive Officer.
Section 2. Duration. The Chief Executive Officer for the Association shall serve year to year to be renewed by the Board annually at the annual Board meeting and work closely with the President as well as the Board to advance the objectives of this non-profit corporation.
ARTICLE VII: COMMITTEES
The Board may form any committee the Board deems necessary or advisable, consisting of such number of members and with such powers as the Board shall designate. Such committees shall continue in existence until the Board decides otherwise. The President shall appoint the members of each committee and shall serve as an ex-officio member of each committee.
ARTICLE VIII: CONTRACTS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board may authorize any officer(s), Chief Executive Officer or agent(s) of the Association to enter into any contract and to execute and deliver any instrument in the name of and on behalf of the Association. Such grant(s) of authority may be general or may be limited to a specific circumstance:
(a) Except for those contracts specified as a planned line-item expenditure included in a Fiscal Year budget approved by the Board of Directors, every contract entered into exceeding $5,000 in value must be authorized or ratified by a resolution of the Board of Directors. Any loans or other evidence of indebtedness, issued in the name of or on behalf of the Association must be authorized or ratified by a resolution of the Board of Directors.
(b) Except as otherwise provided by law, all checks, drafts, promissory notes, and other evidence of indebtedness issued in the name of the Association and all contracts, deeds, mortgages, and other instruments executed in the name of and on behalf of the Association must be executed and attested by such officer or officers, or agent or agents, of the Association and in such manner as shall periodically be determined by resolution of the Board of Directors.
Section 2. Checks. All checks, drafts or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the Association must be signed by the Chief Executive Officer or Chief Operating Officer who has been given signatory authority by the Board of Directors for all amounts that do not exceed $5,000. For all checks, drafts of other orders for the payment of money and all notes or other evidence of indebtedness issued in the name of the Association that exceed $5,000 must be signed by the Chief Executive Officer or Chief Operating Officer with prior written, including via electronic mail, authorization by the President or by the Treasurer of the Corporation.
Section 3. Deposits. All the funds of the Association shall be deposited in Association accounts in such banks, brokerage firms or, other depositories, as the Board shall from time to time select.
Section 4. Distribution upon Liquidation. Upon liquidation of the Association, for any reason whatsoever, all assets of the Association shall be distributed to a qualified 501(c)(3) or (c)(6) organization having a similar purpose.
ARTICLE IX: BOOKS AND RECORDS
The Association shall keep books and records of account and shall also keep Minutes of the proceedings of its members, Board and committees. All such records, including a list of its members, shall be kept at its principal office. The Associations books and records, in the broadest sense, shall be open to inspection by any member entitled to vote, or his duly authorized agent or attorney, for any proper purpose during normal business hours, upon 30 days’ notice and subject to non-interference with the Association’s business.
ARTICLE X: DUES
Section 1. Annual Dues. The Board shall determine the amount of annual dues payable by members and shall give appropriate notice to the members.
Section 2. Payment of Dues. Dues will be assessed annually on the month the completed application is accepted. Dues will be payable each subsequent year in advance of the first day of the same month. A member whose dues are three months in arrears shall no longer be a member in good standing.
ARTICLE XI: FISCAL YEAR
The fiscal year of the Association shall commence on January 1 of each year, except in the year of incorporation, in which case it shall commence on the date the Association's Certificate of Incorporation was filed.
ARTICLE XII: UNAUTHORIZED USE
Unless authorized by the Board, no person, group, entity or association shall utilize, display or in any manner capitalize upon the Association's reputation, name, insignia or any abbreviation or simulation thereof.
ARTICLE XIII: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each Director, officer, and Chief Executive Officer of the Association shall be indemnified and held harmless against any and all claims and liabilities to which he shall become subject, to the extent permitted by law, by reason of serving or having served as an officer or Director, whether such claim arises from an assertion that said officer or Director acted, failed to act or acted negligently. The Association shall reimburse each officer and Director for all legal expenses reasonably incurred in connection with any such claim or liability. An officer or Director shall not, however, be indemnified or held harmless and shall not receive reimbursement for legal expenses arising out of his or her own willful misconduct, gross negligence or intentional tort.
ARTICLE XIV: COMPENSATION
No member of the Board or officer shall be paid a salary for his or her service in such capacity. The Board may authorize the reimbursement of reasonable expenses incurred by an officer or Director in furtherance of the Association's business. The Board may waive the dues and/or fees of members or Directors in exchange for volunteer services rendered to the Association. If the Board retains additional staff to manage the affairs of the Association, such individual(s) shall be hired as an independent contractor. The amount paid to such individual(s) shall be negotiated by the President and approved by the Board.
ARTICLE XV: AMENDMENT OF BYLAWS
These Bylaws may be amended, repealed or re-stated, in full or in part, by a majority vote of the Board.
ADDENDUM 1 TRAVEL REIMBURSEMENT POLICY
Re: Article IV, Section 11. Expenses.
For attendance at all Board meetings, in addition to the actual cost of lodging at the meeting site and using travel modes of their choosing, Trustees shall be eligible to receive reasonable travel expense reimbursement for either:
a) an amount not to exceed the round trip coach class airfare applicable to the distance involved; or
b) actual airport landing fees and, from the lowest price FBO at the airport for actual fuel and ground handling expenses incurred starting from their domiciles.
As deemed appropriate to the individual situation by a majority vote of the Executive Committee, individuals may also be reimbursed on the same basis for participation in other Association approved events.
ADDENDUM 2 CONFLICT OF INTEREST POLICY
ARTICLE I: Purpose
The purpose of this Conflicts of Interest and Confidentiality Policy is to protect the interests of PMOPA (the “Association”) when it is contemplating entering into a transaction or arrangement that might involve a Conflict of Interest (as defined below). This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations. In any instance where this policy may differ from such laws and regulations, the interpretation most protective of the Association shall govern.
ARTICLE II: Definitions
1. Conflict of lnterest means a transaction or arrangement involving the Association that:
a. might benefit the private interest of an Interested Person (as defined below); or
b. involves a contract or transaction between the Association and an Interested Person, or an organization in which an Interested Person is a director, officer or legal representative or has a Financial Interest (as defined below).
A Conflict of Interest can also exist where a person's dual positions could compromise his or her objectivity in performing obligations of loyalty to either organization.
2. Interested Person means any director, officer, employee, committee member or agent of the Association or any entity controlled by, controlling or under common control with the Association and any Family Member (as defined below) of such person.
3. Financial Interest means:
a. a direct or indirect ownership or investment interest in any entity with which the Association has a transaction or arrangement, or
b. a compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or
c. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.
4. Family Member means spouse, parent, child, spouse of a child, stepchild, spouse of a stepchild, brother, sister or spouse of a brother or sister.
5. Board means the governing board (i.e., the Board of Directors) of the Association unless the context clearly refers to the governing board of another entity.
ARTICLE III: Procedures
1. Duty to Disclose In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence and nature of any actual or possible conflict of interest to the members of the Board and members of committees considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
3. Interested Person Participation If it is determined that a conflict of interest exists, the Interested person may make a presentation at the Board or committee meeting, but after such a presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in a conflict of interest.
4. Procedures for Dealing with the Conflict of Interest The president of the Board or committee chair may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. The Board or committee shall consider whether the Association should pursue a transaction or arrangement with a person or entity that would not give rise to a Conflict of Interest. If the Board or committee determines not to pursue a transaction or arrangement with a person or entity that would not give rise to a Conflict of Interest, the Board or committee shall determine by a majority vote of the disinterested Board members or committee members whether the transaction or arrangement is in the Association's best interest and for its own benefit and whether the transaction is fair and reasonable to the Association and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
5. Violations of the Conflicts of Interest Policy If the Board or committee has reasonable cause to believe that an Interested Person has failed to disclose actual or possible Conflicts of Interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the person and making such further investigation as may be warranted under the circumstances, the Board or committee determines that the person has in fact failed to disclose an actual or possible Conflict of Interest, it shall take appropriate disciplinary and corrective action, up to and including removal from office.
ARTICLE IV: Records of Proceedings
The minutes of the Board and all committees shall contain:
a. the names of the persons who disclosed or otherwise were found to have a Conflict of Interest, the nature of the Conflict of Interest and any action taken to determine whether a Conflict of Interest was present and the Board's or committee's decision as to whether a Conflict of lnterest in fact existed;
b. the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.
ARTICLE V: Compensation Committees
A voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association, either individually or collectively, is prohibited from providing information to the Board or any committee regarding compensation.
ARTICLE VI: Exceptions
This Conflicts of Interest Policy does not apply to the fixing of compensation or expense reimbursements of Board and/or committee members of the Association. This Conflicts of Interest Policy does not apply for transactions or arrangements between the Association and Cirrus Owners and Pilots Association, a Minnesota non-profit corporation, or entities controlled by, under common control with or controlling the Association.
ARTICLE VII: Annual Statements
Each member of the Board, each principal officer and each member of a committee with Board delegated powers shall annually sign a statement which affirms that such person:
a. has received a copy of this Conflicts of lnterest Policy;
b. has read and understands the policy;
c. has agreed to comply with the policy; and
d. understands that the Association is a non-profit organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of the tax-exempt purposes.
ARTICLE VIII: Periodic Reviews
To ensure the Association does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining;
b. Whether partnerships, joint ventures and arrangements with management organizations conform to the Association's written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further the Association’s purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
ARTICLE IX: Use of Outside Experts
When conducting the period reviews as provided in Article VIII, the Association may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE X: Confidentiality
Members of the Board, officers, members of committees, agents and volunteers shall not divulge or communicate to any person(s) any confidential information of any kind concerning any matters affecting or relating to the business of the Association. If one is not sure if information is confidential, such person should request a determination by the Board or the President.
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