BYLAWS
of
Recreational Aviation Foundation
Article I Offices
Section 1. Principal Office. The principal office
of the Recreational Aviation Foundation, Inc. (RAF) (an IRS recognized
501(c)(3) public charity), a Montana corporation (“Corporation”),
shall be located at 1711 West College, Bozeman, Montana 59715.
The Corporation may have such other offices as the Board of Directors
may designate or as the business of the Corporation may require
from time to time.
Section 2. Registered Office. The registered office of the Corporation
shall be 1711 West College, Bozeman, MT 59715 and may be changed
from time to time by the Board of Directors.
Article II Board of Directors
Section 1. General Powers. All corporate powers shall be exercised
by or under the authority of, and the business and affairs of
the Corporation shall be managed under the direction of the Board
of Directors (Board) except as may be otherwise provided in these
Articles.
Section 2. Number and Tenure. The number of directors shall be
a minimum of five (5). More Directors may be chosen but the total
number of Directors shall remain an odd number of members. The
Directors shall choose a Chairman, Vice Chairman, Secretary and
Treasurer from their number. Directors may hold office as long
their service is to the benefit of the Corporation.
Section 3. Ex-officio Directors. The Board of Directors may appoint
one or more ex-officio directors to serve at the pleasure of the
Board. They shall not have any voting power on the Board.
Section 4. Annual Meeting. The Corporation shall hold an annual
meeting of the Board of Directors at the time and place set forth
by the Board. Other meetings may be called as the need arises.
Meeting notices must be given to all Directors at least fourteen
(14) days prior to the meeting, by US postal delivery or electronic
mail.
Section 5. Quorum and Conduct. A majority of the Board shall
constitute a quorum. Meetings shall be conducted under Robert’s
Rules of Order.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors,
and any directorship to be filled by reason to increase the number
of Directors, shall be filled by the Board of Directors.
Section 7. Compensation. Directors as such shall not receive
any compensation for their services or expenses.
Section 8. Removal of Directors. At a meeting of the Board of
Directors called expressly for that purpose, any Director may
be removed with cause by a majority of the Directors then in office.
Any Director may be removed at such meeting without cause by a
vote of two-thirds of the Directors then in office.
Section 9. Committees. The Board of Directors (Board) may from
time to time establish committees to further the work of the Corporation.
Each committee shall consist of at least one (1) member of the
Board of Directors plus other non-Board members as needed. Such
committees shall not have and may not exercise any of the powers
of the Board.
Section 10. Powers. The Board of Directors shall be invested
with all the powers to carry out the purposes of the Corporation
as set forth in the Recreational Aviation Foundation Articles
of Incorporation.
Article III Officers
Section 1. Officers. The Officers shall be the Chairman (or President),
Vice-Chairman (or Vice-President), Secretary and Treasurer. The
Secretary and Treasurer may be combined into one position.
Section 2. Election and Term of Office. The members of the Board
of Directors at the annual meeting shall elect the officers. The
term of office is one year. Officers may serve multiple years
as determined by the Board of Directors. The Board of Directors
may fill any vacancy created by any reason. Officer positions
may be combined at the discretion of the Board of Directors.
Section 3. Chairman. The Chairman shall be the chief executive
officer of the Corporation; performing such duties as are customary
for presiding officers, subject to control of the Board of Directors.
Section 4. Vice-Chairman. The Vice-Chairman shall preside in
the absence of the Chairman and shall perform such other duties
as from time to time may be assigned to the Vice-Chairman by the
Chairman or by the Board of Directors.
Section 5. Secretary. The Secretary shall keep accurate minutes
of all Corporate meetings, issue notice of meetings as required
herein, and file appropriate reports with the appropriate Montana
and Federal agencies.
Section 6. Treasurer. The Treasurer shall keep accurate accounting
of all funds, receiving and paying all monies in accordance with
the policies of the Board of Directors.
Article IV Miscellaneous
Section 1. Membership. There will be no open membership in the
Corporation.
Section 2. Books and Records. At its registered office or principle
place of business, the Corporation shall keep: (i) correct and
complete books and records of account; (ii) minutes of the proceedings
of the Board of Directors, and (iii) such other books and records
that the Corporation is required to maintain in order to retain
the Corporation’s 501c-3 status as a charitable foundation.
Section 3. Annual Financial Statements. The Board of Directors
shall cause a balance sheet as of the closing date of the last
fiscal year, together with a statement of income and expenditures
for the year ending on that date, to be prepared and presented
at the annual meeting of the Board of Directors.
Section 4. Fiscal Year. The fiscal year of the Corporation shall
begin on the first day of January and end on the last day of December
in each year, except that the first fiscal year shall begin on
the date of incorporation.
Section 5. Amendments. These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted by the Board of Directors
of the Corporation at any regular or special meeting.
IN WITNESS WHEREOF, the Board of Directors of the Recreational
Aviation Foundation adopted the forgoing Bylaws on the 6th day
of November 2004.
John McKenna, Jr., Chairman of the Board
AMENDMENT TO BYLAWS
(Adopted by the Board of Directors via an Internet Meeting of
February 6, 2006)
Article IV, Section 1 of the original Bylaws is deleted and the
following new Article IV, Section 1 is substituted in lieu thereof,
to wit:
Section 1. Membership. The Corporation shall not have an open
general membership. The Corporation shall refer to donors as “supporting
members” and shall have two classes of supporting membership
known as Supporting Members and Lifetime Supporting Members. Neither
class of supporting membership shall have any equity, rights,
or privileges with respect to the Corporation. The Board of Directors
of the Corporation shall set forth the qualifications for supporting
membership and any benefits applicable to such supporting membership.
IN WITNESS WHEREOF, the Board of Directors of the Recreational
Aviation Foundation adopted the forgoing Amendment to the Bylaws
on the 6th day of February, 2006.
John McKenna, Jr., Chairman of the Board
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