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ARTICLE I - NAME
Section 1: The name of this corporation shall be Evergreen Soaring.
Section 2: The headquarters shall be in the State of Washington at the residence of the Secretary of the corporation.
ARTICLE II - PURPOSE
Section 1: The purpose of this corporation shall be to provide soaring facilities for its members on a non-profit basis and to encourage their training by making available ground school and flight instruction in sailplanes.
ARTICLE III - AFFILIATION
Section 1: The corporation may choose to affiliate with other organizations and the terms of such affiliation shall be established in the by-laws.
ARTICLE IV - MEMBERSHIP
Section 1: Membership in the corporation shall consist of seven types: special member, active member, active student member, active family member, social member, life member and inactive member. Active members are those people who have paid the active membership fees as set in the by-laws.
Section 2: Individuals wishing to become members should apply to the Board of Directors. Upon acceptance, new members may be admitted in to the corporation upon payment of the initiation fee, as set in the by-laws. In the case of full members, joining before October 17, 1990 one-half of the initiation fee is refundable within one year of written notification of termination of membership. Special members shall pay fees as specified in the by-laws.
Section 3: Special members and active members shall be entitled to utilize the equipment of the corporation subject to the rules and regulations provided in the corporation's by-laws and flight rules and upon signing a release of the corporation's claims.
Section 4: An inactive member shall not be eligible to vote, hold office, nor will he be entitled to act as pilot in command or receive flight instruction in the flying equipment owned by the corporation. An inactive member may become active upon the full payment of all active membership fees as set in the by-laws, and by written notification to the Secretary.
Section 5: A minor must have written consent of his parents or guardian to be a member of the corporation, and the parents or guardian and the minor must sign the corporation's release of claims before flying the corporation's equipment.
Section 6: A member may withdraw from the corporation or become an inactive member upon giving written notification to the Secretary and after fulfilling all obligations to the corporation.
Section 7: Student members are those people under eighteen (18) years of age or enrolled in college as a full-time undergraduate. The initiation fee shall be one-half of the full initiation fee as set forth in the by-laws. Student members are required to pay full dues and flight fees as set forth in the by-laws for all active members. Upon turning 18 or graduating from college, student members must pay the balance of the current initiation fee if s/he wishes to remain an active member of the corporation.
Section 8: A family member is the spouse of a full member, who has paid one-half of the full initiation fee as set forth in the by-laws. Family members are required to pay full dues and flight fees as set forth in the by-laws for all active members.
Section 9: Special members shall not be eligible to vote or hold office. Special members can utilize club equipment only as specified in the by-laws.
Section 10: Life members shall be eligible to vote and hold office. Life members can utilize club equipment only as specified in the by-laws.
ARTICLE V - MEETINGS
Section 1:
1. An annual meeting shall be held on or about the second Thursday of November each year, at a time and place to be determined by the Board of Directors.
2. The annual meeting is for the purpose of receiving the annual reports of the corporation officers, directors and committees; for the election of the officers; for establishing dues, flight fees and other compulsory charges; and for such things as may properly come before such a meeting.
3. Notice of the annual meeting shall be sent by the Secretary to the members not less than fifteen (15) days before the meeting. The notice shall set forth the time, the place and the agenda of
such meeting.
4. The meeting of the members at which the constitution is adopted shall be the annual meeting of the first calendar year.
Section 2: Monthly meetings shall be held on the second Thursday of each month (or as scheduled by the Board of Directors).
Section 3: Special meetings:
1. Special meetings of the members may be called at the discretion of the President, or a majority of the Board of Directors, or by written petition of at least one-forth (1/4) of the active members. It shall be the duty of the Secretary to call such meeting within ten (10) days after such demand.
2. Notice of special meetings of members, stating the time and in general terms the purpose thereof, shall be given to each member five (5) days before such meeting.
3. No business other than specified in the notice of the meeting will be transacted at any special meeting of the corporation.
4. If all active members are present at any meeting, any business may be transacted without previous notice.
Section 4:
1. Each active member is entitled to one vote.
2. Unless otherwise specified in this constitution, a majority vote of the members present and valid proxies held shall carry the motion. Each active member may designate any other active member, or the board, as a proxy, provided written authorization is filed with the Secretary. Such authorization shall be dated and shall be valid for one meeting.
ARTICLE VI - BOARD OF DIRECTORS
Section 1: The Board of Directors shall be composed of seven (7) voting members: President, President-Elect, Treasurer, Secretary, Operations Director, Chief Flight Instructor and Equipment Director. Additionally, non-voting members will be: Newsletter Editor, Bookkeeper, Sailplane Managers, Towplane Manager and Scheduler. No one may hold more than one voting board position at any one time.
Section 2: Duties and powers:
1. The government of the corporation shall be vested in the Board of Directors, who shall have the power to make all necessary contracts, to borrow money, to secure the same by mortgage, or deed of trust to be property of the corporation, and as evidence of the indebtedness secured by such mortgage or deed of trust, to issue bonds therefore, to pay and discharge all debts, and to do all matters and things necessary or incident to, or in aide of, carrying out the aim and purpose of the corporation. The Board of Directors shall have charge and control of all property, and may levy assessments upon members in the manner and subject to such rules, regulations and restrictions in this constitution.
2. Any assessments recommended by the Board of Directors must be approved by a simple majority vote of the entire active membership before becoming effective. The vote shall always take place by written ballot. Fees may be established or amended by the board of directors.
3. Any decision of the Board of Directors may be repealed by an affirmative vote of a simple majority of the entire membership.
Section 3: Meetings
1. Regular meetings of the Board of Directors shall be called on a monthly basis or as needed, at a time and place to be determined by the President.
2. Special meetings of the Board of Directors shall be called at any time on the order of the President or two Directors.
3. Notice of special meetings of the Board of Directors, stating time and in general terms the agenda, shall be mailed or given to each Director no less than five (5) days prior to the day of the meeting.
4. Four (4) Directors shall constitute a quorum of the Board at all meetings and a majority of the Directors present shall be necessary to pass any resolution or authorize any act of the corporation.
Section 4: Any vacancy in the Board of Directors occurring during the year shall be filled for the remainder of the unexpired portion of the term by a majority vote of the remaining Directors. An exception to this rule shall be than in the event of three (3) or more vacancies in the Board of Directors occurring at one time, they shall be filled by a vote of active members at a meeting duly called.
Section 5: Standing rules:
1. Each member of the Board of Directors shall serve without compensation or reward, except as otherwise provided in this constitution.
2. The Board of Directors shall cause to be kept a complete record of all its acts and proceedings of its members, and to present a full statement at the monthly meetings of the members showing in detail the condition of the affairs of the corporation.
Section 6: The non-voting members (Newsletter Editor, Bookkeeper, Sailplane Managers, Towplane Manager and Scheduler) shall be nominated and appointed by the Board of Directors.
ARTICLE VII - OFFICERS
Section 1: The executive officers of the corporation shall be the President, President-Elect, Secretary, Treasurer and Operations Director.
Section 2: The executive officers shall be elected by a majority vote, by secret ballot, of the active members at the annual meeting of the corporation or, if the election is unsuccessful, by the Board of Directors at a meeting held immediately after the annual meeting of the corporation.
Section 3: Members are encouraged to contribute to the corporation by accepting nominations to elected office or appointment to the Board.
Section 4: No member may serve in the same executive office for more than two (2) consecutive terms. However, members elected to fill a vacancy in any elected position may be re-elected to the same office at the next annual meeting.
Section 5: The executive officers shall serve from the end of the meeting at which they are elected until the end of the next annual meeting.
ARTICLE VIII - PRESIDENT
Section 1: The President is the Chief Executive Officer of the corporation.
Section 2: The President shall preside at all membership meetings and at all meetings of the Board of Directors.
Section 3: The President shall appoint all committees with the approval of the Board of Directors. He/she shall be an ex-officio member of all committees.
Section 4: The President shall sign and execute all contracts in the name of the corporation when authorized to do so by the Board of Directors; appoint and discharge agents and employees or delegate this duty as s/he may elect, subject to the approval of the Board of Directors; and s/he shall have general supervision over the management of all affairs of the corporation.
ARTICLE IX - PRESIDENT-ELECT
Section 1: The President-Elect shall serve a two-year term on the Board, year one as President-Elect and year two as President.
Section 2: The President-Elect shall have the duties and responsibilities of the President when and if the President is unable to perform those duties.
Section 3: The President-Elect shall perform such duties connected with the operation of the corporation as s/he may undertake at the suggestion of the President.
ARTICLE X - TREASURER
Section 1: The Treasurer shall perform all duties incident of the office of the Treasurer subject to the control of the Board of Directors, including: s/he shall execute in the name of the corporation all checks for expenditures authorized by the Board of Directors. S/he shall serve, and deposit all funds of the corporation in the bank(s) selected by the Board of Directors, such funds shall be paid out only by checks as hereinbefore provided. S/he shall account for all receipts, disbursements and balance on hand.
Section 2: The Treasurer, together with the President, shall prepare the annual budget and submit it to the Board of Directors for their approval. The Treasurer shall prepare quarterly financial reports to be available upon request to the members and which shall be presented at the following monthly meeting.
Section 3: The Treasurer shall perform such duties connected with the operation of the corporation as s/he may undertake at the suggestion of the President.
ARTICLE XI - SECRETARY
Section 1: The Secretary shall perform all duties incident to the office of the Secretary, subject to the control of the Board of Directors, including: s/he shall keep the minutes of all proceedings of the members and of the Board of Directors in book provided for that purpose. S/he shall attend to the giving and serving of notices of all meetings of the members and of the Board of Directors. S/he shall keep a membership book showing the name of each member of the corporation, the by-laws, the corporation seal, if any, and such other books, records and papers as the Board of Directors may direct. S/he shall execute with the President, in the name of the corporation, all certificates of membership, contracts and instruments which have been first approved by the Board of Directors, In the absence or disability of the Treasurer, and under the direction of the President, s/he shall execute in the name of the corporation checks for expenditures authorized by the Board of Directors.
Section 2: The Secretary shall also perform such duties connected with the operation of the corporation as s/he may undertake at the suggestion of the President.
ARTICLE XII - CHIEF FLIGHT INSTRUCTOR
Section 1: The Chief Flight Instructor shall be appointed by the Board of Directors and he shall be a member of the Board of Directors.
Section 2: The Chief Flight Instructor shall serve at the pleasure of the Board of Directors until such time that s/he either resigns or is replaced with a new Chief Flight Instructor by the Board of Directors. S/he shall prepare a quarterly report to be available upon request of the members and s/he shall present this report at the following monthly meeting.
Section 3: The Chief Flight Instructor shall preside over a committee composed of all corporation flight instructors. The Chief Flight Instructor shall determine the membership of the committee, subject to the approval of the Board of Directors. Members of the committee act with the authority of the Chief Flight Instructor in his/her absence.
Section 4: The Chief Flight Instructor shall bear the responsibility for drawing up a set of flight rules for the corporation which shall be submitted to the Board of Directors and, when adopted by a majority vote of the Board, shall be binding on all members of the corporation. The flight rules shall supplement, but not supersede any of the Federal Aviation Administration's regulation or the provisions of the by-laws.
Section 5: The Chief Flight Instructor shall bear the responsibility for arranging ground instruction for the members.
Section 6: The Chief Flight Instructor shall supervise all flying activities and has the authority to determine who may operate corporation equipment, and its conditions of use. The Chief Flight Instructor may ground any member when s/he considers it necessary. Members who have been grounded may demand a review by the Board of Directors to take place not more than one week after their request.
Section 7: The Chief Flight Instructor shall make a detailed report to the Board of Directors of any accident involving corporation property. This report shall recommend any action required.
Section 8: The Chief Flight Instructor shall also be designated the Safety Officer of the corporation. The Safety Officer is the final authority on all corporation safety issues, and will render opinions and recommendations of direction of safety issues in a timely fashion.
ARTICLE XIII - EQUIPMENT DIRECTOR
Section 1: The Equipment Director shall be appointed by the Board of Directors and s/he shall be a member of the Board of Directors.
Section 2: The Equipment Director shall serve at the pleasure of the Board of Directors until such time that s/he either resigns or is replaced with a new Equipment Director by the Board of Directors. The Equipment Director shall prepare a quarterly report to be available upon request of the members and s/he shall present this report at the following monthly meeting.
Section 3: The Equipment Director will direct, coordinate, and assist the Towplane Manager and Sailplane Managers in their duties.
Section 4: The Equipment Director, Towplane Manager, and Sailplane Managers shall have the duty to see the corporation's equipment is properly maintained at all times and that the maintenance complies with the regulations set forth by the Federal Aviation Administration.
Section 5: The Equipment Director shall be responsible for coordinating all maintenance work, for supervising general preventative maintenance, for maintaining all equipment records, and shall notify the Operations Director as to the operational status of the equipment. The Equipment Director may authorize any repairs not exceeding limits set in the by-laws. The Equipment Director shall participate in the development of operating rules pertaining to the maintenance and airworthiness of the corporation's equipment.
ARTICLE XIV - OPERATIONS DIRECTOR
Section 1: The Operations Director shall plan and coordinate the Club’s calendar of flying activities, including but not limited to, location and transportation of sailplanes and towplanes and of other equipment, Club trips and reservation of sailplanes. The Operations Director shall bear the responsibility of drawing up and maintaining a set of operational rules to govern all operations, to be approved by the Board and published as by-laws or in the handbook. The Operations Director shall determine the personnel requirements for safely and efficiently running club operations, and s/he will arrange for training of Field Managers (FMs) and other operational personnel required by the Club.
Section 2: The Operations Director shall perform such duties connected with the operation of the corporation as s/he may undertake at the suggestion of the President.
ARTICLE XV - REMOVAL OF DIRECTORS
Section 1: Any member of the Board of Directors may be removed at a special meeting by a two-thirds vote of the active members.
ARTICLE XVI - BY-LAWS
Section 1: The Board of Directors shall establish a set of by-laws which set fees and other rules for the operation of the corporation.
Section 2: The Secretary shall maintain a set of by-laws which shall be made available to any member upon request.
ARTICLE XVII - AMENDMENTS TO THE CONSTITUTION
Section 1: Proposed amendments to the constitution may be initiated by a majority vote of the Board of Directors or by written petition presented to the Secretary accompanied by the signatures of a simple majority of the active members.
Section 2: Upon receipt of said petition, the Secretary shall prepare a written ballot which shall be mailed to the members within ten (10) days. This ballot shall contain an unmarked internal envelope, and the date and place for the tally.
Section 3: The ballots shall be due thirty (30) days from the time of mailing. The tally shall take place within ten (10) days after the due date.
Section 4: Any active member may attend the tally. The Secretary shall inspect and validate the ballots by comparing the signature on the return envelope against the list of active members, and place the ballots in a mixed container. An active member who has not returned a ballot by mail may submit a ballot at this meeting. The Secretary shall publicly tally the votes. A simple majority of the returned ballots shall be required to pass the amendment
ARTICLE XVIII - REMOVAL OF MEMBERS
Section 1: A club member may be removed from the club at a special meeting by a vote of two-thirds of the active members and unanimous vote of the Board
ARTICLE XIX - Newsletter Editor
Section 1: The Newsletter Editor shall implement the process set by the Board of Directors for publishing the newsletter.
Section 2: The Newsletter Editor shall perform such duties connected with the operation of the corporation as s/he may undertake at the suggestion of the President.
ARTICLE XX - Bookkeeper
Section 1: The Bookkeeper shall implement the process set by the Board of Directors and the Treasurer for keeping the books and the flight logs.
Section 2: The Bookkeeper shall perform such duties connected with the operation of the corporation as s/he may undertake at the suggestion of the President.
ARTICLE XXI - Sailplane Managers
Section 1: The Sailplane Managers shall implement the process set by the Board of Directors and the Equipment Director for maintaining the gliders.
Section 2: The Sailplane Managers shall perform such duties connected with the operation of the corporation as they may undertake at the suggestion of the President and the Equipment Director.
ARTICLE XXII - Towplane Manager
Section 1: The Towplane Manager shall implement the process set by the Board of Directors and the Equipment Director for maintaining the Towplane.
Section 2: The Towplane Manager shall perform such duties connected with the operation of the corporation as s/he may undertake at the suggestion of the President and Equipment Director.
ARTICLE XXIII - Scheduler
Section 1: The Scheduler shall implement the process set by the Board of Directors and the Operations Director for scheduling towpilots, CFIs and operational personnel and for any other scheduling needs.
Section 2: The Scheduler shall perform such duties connected with the operation of the corporation as s/he may undertake at the suggestion of the President and the Operations Director.