WORLDWIDE AIRCRAFT PROPELLER ASSOCIATION
BYLAWS
Name and Location
The name of the Association shall be the Worldwide Aircraft Propeller Association. The registered office of the Association shall be maintained in the District of Columbia, and in other such locations as may be established by the Board of Directors.
Organization and Dissolution
Section 1. Non-Profit. The Association is not organized for profit and shall use funds only to accomplish the Objectives and Purposes specified in these Bylaws. Reserves may be accumulated to ensure stability and continuity of operations.
Section 2. Dissolution. On dissolution of the Association, no parts of its funds shall inure or be distributed to the members of the Association. After payment or arrangement for payment of Association liabilities are made, the remaining amounts, if any, will be distributed to qualified charitable or philanthropic organizations to be selected by the Board of Directors.
Objectives and Purposes
The Objectives and purposes of the Association shall be set down in the Articles of Incorporation.
Membership
Section 1. Regular Membership. Applicants for regular membership must meet the following qualifications:
Section 2. Associate Membership. Any entity that manufactures, sells, distributes parts or machinery or who provides services used by the regular members of the Association. Any business entity which does not otherwise qualify for Regular Membership may apply for Associate Membership. Associate Members shall have the privilege of the floor at membership meetings, but they shall not be entitled to vote, nor shall their representatives be entitled to hold any office in the Association.
Section 3. Individual Membership. An aviation associated person. Individual members shall have the privilege of the floor at membership meetings but they shall not be entitled to vote nor shall their representatives be entitled to hold any office in the Association.
Section 4. Honorary Membership. An honorary member is at the board’s discretion. Honorary members shall have the privilege of the floor at membership meetings, but they shall not be entitled to vote, nor shall their representatives be entitled to hold any office in the Association.
Section 5. Enrollment Procedures. Any qualified entity can make application for membership to the Treasurer. The applicant, if found qualified by the Treasurer, shall be recommended for membership in the Association. The application will be sent to each board member for a vote as to whether the applicant meets the qualifications of the membership category being applied for. A two-thirds vote will be required for the applicant to be accepted.
Section 4. Waivers. Whenever the Board of Directors determines that the Purposes and Objectives of the Association will be furthered by the admission to membership of an applicant not qualified for membership under these Bylaws, or after receiving advice from legal counsel that the admission of an applicant is required by law, the Board may, by two-thirds vote of members present and voting at the meeting, waive the membership requirement which causes the applicant to be unqualified and admit the applicant to the most appropriate membership category.
Association Member Meetings
Section 1. Annual Meeting. The president of the Association shall be responsible for setting the date of the annual meeting of the members each year.
Section 2. Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors.
Section 3. Place of Meeting. The President may designate any place, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal office of the Association.
Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than 10 nor more than 50 days before the date of the meeting, to each member of record. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the member at his address as it appears in the records of the Association, with postage thereon prepaid. Notice can also be given by electronic mailing with return receipt requested. A member’s attendance at any meeting shall constitute waiver of notice at such meeting, excepting such attendance at a meeting by a member who attends for the sole purposes of objecting to the transaction of business because the meeting is not lawfully called or convened.
Section 5. Voting Lists. The Treasurer shall have charge of the membership list and shall make a complete list of the members entitled to vote at each members meeting or any adjournment there-of. Such list shall reflect the voting membership as of 5 days before the meeting, and only those members entitled to vote 5 days before the meeting shall be entitled to vote at the meeting.
Section 6. Quorum. Ten percent (10%) of the members of the Association entitled to vote, represented in person or by proxy, shall constitute and quorum at a meeting of the members. If less than a quorum of the members entitled to vote is represented at a meeting, a majority of the members entitled to vote as represented may adjourn the meeting from time to time without further notice. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Separations
Section 1. Resignations. The resignation of a member in good standing shall be accepted after thirty (30) days notice in writing to the Secretary, if all dues and other obligations to the Association have been paid in full through the date of resignation. Such member, after acceptance of its resignation, shall forfeit all rights, privileges and interests of a member in or to the Association, and shall cease to use any Association insignia and emblems.
Section 2. Separation for Non-Payment. Any member who fails to pay dues, assessments, fees or other obligations to the Association within sixty (60) days from the time they become due, without further notice and without hearing, shall be deemed to be delinquent and shall be notified to that effect. If, after such notice, the member fails to pay within thirty (30) days, all rights, privileges and interest of membership shall be forfeited, unless the Treasurer, for good cause shown, extends the time period for such payment.
Section 3. Suspension or Termination for Cause. Membership in the Association may be suspended or terminated for cause. Sufficient cause for such suspension or termination may be failure to meet membership requirements of these Bylaws, failure to meet the requirements of the Articles of Incorporation, or violation of any lawful rule, practice or policy duly adopted by the Board of Directors, or conviction of a serious crime, or any other conduct deemed by the Board of Directors to be prejudicial to the best interests of the Association.
Suspension or expulsion shall be by a two-thirds vote of the entire Board of Directors, provided that a statement of the charges shall have been sent to the member by certified mail at least thirty (30) days prior to the vote. The statement shall include a notice of the time and place when the vote is scheduled, and shall notify the member that there is a right to appear in person or by counsel to present any defense to such charges.
In the event that a member, or one of its principal owners or officers, is convicted of or admits guilt to charges of corrupt practices which have or could result in criminal penalties in a court of law, the continuation of membership in the Association by such entity shall require a two-thirds vote of the entire Board of Directors. In the event that the entity fails to make an appearance without a justifying excuse or the Board does not vote affirmatively, as required, to continue the membership, the entity’s membership shall be terminated.
Section 4. Reinstatement. A former member whose membership was terminated as a result of voluntary resignation or for non-payment of dues may be reinstated upon payment of current year’s dues and any obligations, which may have been owing to the Association at the time of termination. A former member desiring a continuous membership record may be reinstated upon sowing proof of qualification and upon payment of all intervening and current dues.
Membership Dues
Section 1. Changes in Dues Schedule. The Board of Directors may authorize a change in the annual rate of dues for any classification of membership, provided that written notice of the change shall have been sent to members at least forty-five (45) days in advance of the effective date of any such change. The current dues schedule shall be attached to these Bylaws as Appendix A.
Section 2. Payment of Dues. Dues for new members in all classifications of membership shall be payable in full with the submission of the membership application. Annual dues for all members are payable upon the anniversary month of the initial application for membership and acceptance thereof.
Officers, Their Powers and Duties
Section 1. The Officers. The Officers of the Association shall be (1) the President; (2) the Vice President; (3) the Secretary; and, (4) the Treasurer. The Secretary shall be compensated by the Association for services rendered.
Section 2. Selection of Officers. Those individuals who serve as the President and Vice President shall be selected annually, at the first regular annual meeting of the Board of Directors, for a term of one year by majority vote of the members of the Board of Directors. Each of these individuals shall be an officer, director or hold financial interest and be in a management capacity of a regular member of the Association.
The Secretary and the Treasurer shall be selected and can be compensated by majority vote of the Board of Directors and need not be a member of the Association. The terms of employment and compensation of the Secretary and the Treasurer shall be established by contract approved by the Board of Directors and each contract may encompass multiple years, but shall in no event encompass a term which exceeds three years.
Section 3. The President. The President shall be the Chief Executive Officer of the Association. The President shall be responsible for the enforcement of the rules, regulations and the Bylaws of the Association and shall be authorized to sign checks on behalf of the Association. He shall be generally responsible for the administration of the Association’s programs and activities and for the execution of the decisions of the Board of Directors and the Executive Committee. The President shall be a member of and preside at Meetings of the Board of Directors and the Executive Committee.
The President, in consultation with the Board of Directors, shall have the authority to establish such committees and appoint such Committee Chairs as are deemed beneficial to the operation of the Association.
Section 4. The Vice President. The Vice President, during the absence or disability of the President, shall exercise all the duties of the President until the latter shall return or a successor duly qualified. The Vice President shall be a member of the Board of Directors and the Executive Committee and shall attend all meetings of both bodies. The Vice President shall also perform such duties relating to the financial affairs of the Association as may be directed by the Board of Directors, including the signing of checks.
The Vice President shall assume the office of the President at the expiration of the President’s term of office, unless the entire Board determines by a two-thirds vote of the Board that the Vice President shall not assume the Presidency.
Section 5. The Secretary. The Secretary shall be responsible for the accurate maintenance of all records and shall maintain an accurate list of all members. The Secretary shall be responsible for composing and maintaining minutes of all Association meetings. The Secretary shall have authority to sign Instruments of the Association subject to any limitations imposed by the Board of Directors or Executive Committee.
Section 6. The Treasurer. The Treasurer shall be the Chief Operating Officer of the Association and under the direction of the Board of Directors shall be responsible for and have authority over all management functions.
The Treasurer shall act as the business manager of the Association, and shall be responsible for the accurate maintenance of all accounts, receipts and expenditures. The Treasurer shall serve as an ex-officio member of the Board of Directors, Executive Committee and all other Committee or Membership Meetings as may be conducted. The Treasurer shall have authority to sign checks and other Instruments of the Association subject to any limitations imposed by the Board of Directors or Executive Committee.
Executive Committee
Section 1. Composition. The Executive Committee shall consist of the President, the Vice President, and the Treasurer.
Section 2. Authority. During the interim between regular or special meetings of the Board of Directors, the Executive Committee may exercise the powers of the Board, as defined by these Bylaws. Actions of the Executive Committee shall be consistent with the directions and policies of the Board and the Purposes and Objects set forth in the Articles of Incorporation.
Section 3. Advisory Duties. The Executive Committee shall present, to the sitting Board of Directors, non-binding recommendations concerning the new Directors to be elected. The Committee shall present these recommendations to the Board not less than 15 days before the annual meeting.
Board of Directors
Section 1. Governing Body. The Board of Directors shall have supervision, control and direction over the affairs of the Association; shall determine its policies within the limits of the Bylaws and the laws of the District of Columbia; shall actively prosecute its purposes; and, shall direct the collection and disbursement of Association funds.
Section 2. Powers. The Board of Directors may adopt such rules, regulations and policies of conduct of its business as it shall deem necessary or appropriate, and may, in its discretion, establish foundations or other entities to be affiliated with the Association.
Section 3. Composition of the Board. The Board of Directors shall consist of not less than 9 and not more than 12 Directors. Nine of these Directors shall be elected by the previous Board of Directors. Such election shall be the first order of business undertaken by the Board, which was elected the previous year, and the new Directors shall assume their positions at the annual meeting immediately upon the conclusion of this election process. The initial nine Directors are identified in the Articles of Incorporation.
In addition to the nine voting directors, the President and the Vice-President shall each serve as voting ex-officio members of the Board of Directors. Where a Director serves in one of these offices, the Director shall continue to cast only one vote despite the office.
The Treasurer of the Association shall also serve as an ex-officio member of the Board of Directors. The Treasurer shall ordinarily have no vote on the Board of Directors. In cases where a vote of the Board of Directors results in a tie, though, the Treasurer may cast a tie-breaking vote. Where a Director serves in this office, the Director shall continue to cast only one vote despite the office.
Section 4. Qualifications of the Board. Each Director on the Board must be a representative from an entity holding Regular Membership in the Association. Each said Regular Member must be independent of financial control by a manufacturer. From time to time, however, the Board may elect to designate no more than one Board seat, which shall be reserved for an Associate Member of the Association.
Section 5. Removal of a Director. A Director may be removed for failure to participate in four consecutive Board of Directors meetings, subject to review by the Board of Directors.
Section 6. Terms of Directors. Each director shall serve for a term of one year. Each Director shall then continue to hold office until a successor is named.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors.
Section 8. Duties of the Board. The Board, in addition to its duties as the governing body of the Association, shall also be charged with the duty of limiting the activities of the Association and its Officers to the Purposes and Objectives authorized in the Articles of Incorporation and these Bylaws, and to cause such of these activities and functions as the Association undertakes to be carried out in an appropriate and lawful manner.
Meetings of the Board of Directors
Section 1. Annual Meeting. The annual meeting of the Board of Directors shall be held once per calendar year at a place, date and time to be determined by the President for the purpose of transacting any such business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution.
Section 2. Order of Business. Not less than fifteen days before the annual meeting, the Board of Directors [‘old Board’] shall receive from the Executive Committee non-binding recommendations concerning the composition of the new Board of Directors [‘new Board’]. The old Board shall elect the new Board at the annual meeting. The new Directors shall take their positions immediately upon the conclusion of the election process. Upon taking their positions, the Directors of the new Board shall select their President and Vice-President and shall conduct any and all other business necessary.
Section 3. Special Meetings. Special meetings of the Board of Directors may be called by the President, who shall fix the place for holding any special meeting of the Board of Directors. Notice of any special meeting shall be given at least one (1) day previous thereto by written notice delivered personally, or by telegram to each director at an appropriate business address or sent by facsimile to each director at the appropriate business facsimile number. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any directors may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 4. Quorum. A majority of the number of voting directors fixed by Section 3 of Article X shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the voting directors present may adjourn the meeting from time to time without further notice.
Section 5. Manner of Acting. The act of the majority of the voting directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 6. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.
Section 7. Conduct of Meetings. The board of Directors or the Executive Committee, in its discretion, may conduct any meeting by telephone conference. Members of the Board of Directors or Executive Committee shall be notified verbally or in writing of the date and time of such conference and shall be given reasonable opportunity, of not less than twenty-four (24) hours to participate.
Reimbursement of Expenses
Section 1. Attendance at Meetings. The Secretary and the Treasurer shall be entitled to reimbursement of expenses when called to attend any meeting of the Association or when sent on assignment for the Association by the President or Board of Directors. The Board of Directors shall establish equitable provisions for reimbursement for all such expenses.
Section 2. Membership Meetings. Member representatives attending Association meetings shall do so at their own expense.
Bylaw Amendments
Section 1. Amendments by the Board. The Bylaws of the Association may be altered, amended or repealed by a majority vote of the entire membership of the Board of Directors. Any proposed changes must be sent to the members of the Board no later than fifteen (15) days prior to the meeting at which any vote shall take place. This fifteen (15) day requirement may be waived by a two-thirds vote of the members of the Board present and voting at any meeting.
Section 2. Consultation with the Membership. In its discretion, the Board may submit amendments of the Bylaws to the membership for their consideration. If such amendments are to be considered by the membership during any meeting of the Association, they must be mailed to the membership at least fifteen (15) days prior to the date of such meeting. Approval of such amendments shall be by majority vote of the Regular Members present and voting at any meeting.
If such amendments are to be considered by mail vote, then no less than twenty-five percent (25%) of all active members shall cast a ballot to constitute a valid action and a majority of those voting shall determine the action.
The Annual Membership Dues for members shall be as follows:
Regular Membership $500.00
Associate Membership $350.00
Individual Membership $ 50.00
Honorary Membership Free