Metro Flyers Ltd.
ARTICLE I - PURPOSE
1. The purpose of the Corporation shall be to provide for its members convenient means for flying at the most economical rates possible.
ARTICLE II – MEETING OF MEMBERS
1. All meetings of the members, except as herein otherwise provided, shall be held at a place to be determined by the President or a majority of the Board of Directors.
2. The annual meeting of the Corporation shall be held during September at such time as the Board of Directors shall determine.
3. Notice of the annual meetings of the members shall be given by written notice via electronic communication, (or certified mail, return receipt requested, if requested by a member) to each member at his last known e-mail address, place of business or residence at least ten (10) days before such annual meetings.
4. Special meetings of the members may be held at such time and place as the President may determine, or may be called by a majority of the Directors, or by written petition of at least three (3) members. It shall be the duty of the Secretary to call such meetings within thirty (30) days after such demand.
5. Notice of special meetings of members, stating the time and in general terms the purpose thereof, shall be given in a like manner as the notice required for the regular annual meetings. If all the members are present at any gathering, any business may be transacted without previous notice.
6. At any meeting of the members, a quorum shall consist of one-half of a simple majority of the members who are in good standing.
7. The President, or in his absence the Vice President, or in the absence of the President and Vice President, a Chairman elected by the members present shall call the meetings of the members to order and shall act as the presiding officer thereof.
8. At the annual meeting of the members, the members shall elect by ballot a Board of Directors as constituted by these bylaws.
9. At every meeting of the members, each member shall have only one vote. Votes cast by mail will be accepted provided they are received by the Secretary at least two (2) days prior to the meeting when the vote is to be taken. Proxy votes in writing or electronically submitted will be accepted.
10. So long as a quorum is represented, a majority vote of the members present, either in person or by proxy, is necessary for the adoption of any resolution (excepting any amendment to these By-Laws as specified in Article XVIII) and for the election of a member to the Board of Directors.
11. Parliamentary procedures will be followed and minutes will be kept at all meetings.
ARTICLE III - DIRECTORS
1. The powers, business, and property of the Corporation shall be exercised, conducted, and controlled by a Board of Directors of five (5) members.
2. The Board of Directors of the Corporation shall consist of the five (5) elected officers of the Corporation. In the case of more than one Maintenance Officer, the senior Maintenance Officer shall serve as a director.
3. In case of a vacancy in the Board, the vacancy shall be filled by vote of the members at a meeting duly called.
4. Regular meetings of the Board of Directors shall be called at a time and place to be determined by the President or a majority of the Board of Directors.
5. Special meetings of the Board of Directors shall be called at any time on the order of the President or on the order of three (3) Directors.
6. Notice of special meetings of the Board of Directors stating the time and, in general terms, the purpose shall be mailed, certified with return receipt requested, electronically delivered (via text messaging or e-mail), or personally given to each Director not later than three days before the day appointed for the meeting. If all Directors shall be present at any meeting, any business may be transacted without previous notice.
7. Three (3) Directors shall constitute a quorum of the Board at all meetings and the affirmative vote of at least three (3) Directors shall be necessary to pass any resolution or authorize any act of the Corporation (excepting any change to these By-Laws as specified in Article XVIII).
8. Each member of the Board of Directors shall serve without any compensation or reward, except as otherwise provided in these bylaws or by policy of the Board of Directors.
9. The Board of Directors shall cause to be kept a complete record of all its acts and proceedings of its meetings and to present a full statement at the regular meeting of the members, showing in detail the condition of the affairs of the Corporation.
10. The Board of Directors may assign to any member, or a committee of members, any duty or office which the Board deems appropriate and necessary to the conduct of the Corporation and which is not otherwise expressly provided for in these By-Laws. At the close of each meeting of the Board of Directors, a task list shall be created with assigned responsibilities and due dates for those tasks to be accomplished and reported back to the Board. This list shall become a part of the minutes for the meeting and published to the membership.
11. The Board of Directors may engage contractors from outside the Corporation membership to perform such service in behalf of the Corporation as the Board deems appropriate and necessary.
12. The Board of Directors shall have the power and authority to promulgate and enforce all rules and regulations pertaining to the use and operation of Corporation property and to do and perform or cause to be done and performed any and every act which the Corporation may lawfully do and perform.
ARTICLE IV - OFFICERS
1. The elected officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, and Aircraft Maintenance Officer(s).
2. The President, Vice President, Secretary, Treasurer, and Aircraft Maintenance Officer(s) shall be elected by the members at the first meeting after organization of the corporation and thereafter at the regular annual meeting of the members and shall hold office for twelve (12) months or until their successors are elected and qualified.
3. The President and Vice President shall serve without compensations or reward.
ARTICLE V - PRESIDENT
1. The President shall be the Chief Executive Officer of the Corporation. He shall preside at all meetings of the Corporation and the Board of Directors. He may call any special meeting of the Corporation and the Board of Directors. He may call any special meetings of the members or the Board of Directors and shall have, subject to the advice and control of the Directors, general charge of the business of the Corporation, and shall execute with the secretary, in the name of the Corporation, all certificates of membership, contracts, and instruments other than checks which have been first approved by the Board of Directors.
2. The President shall be responsible to the Board of Directors for the operation of the Corporation. After approval of those actions by the Board of Directors, he shall make and enforce decisions regarding the suitability of all equipment and the qualifications of all members for each type of flight operation. He shall recommend for approval to the Board of directors all operational rules of the Corporation and shall report with recommendations all violation of such rules by any member of the Corporation. All actions of the President for the operation of the Corporation shall be as approved and delegated to him by the Board of Directors.
ARTICLE VI – VICE PRESIDENT
1. The Vice President shall be vested with all the powers and shall perform the duties of the President in case of the absence or disability of the President.
2. The Vice President shall also perform such duties connected with the operation of the Corporation as he may undertake at the suggestion of the Board of Directors.
3. The Vice President shall serve as the Safety Officer and function as Chairman of the Safety Board.
ARTICLE VII - SECRETARY
1. The Secretary shall keep the minutes of all proceedings of the members and of the Board of Directors in books and/or electronic media provided for that purpose and so long as those records are permanent and reasonably accessible to the members. He shall attend to the giving and serving of notices of all meetings of the members and of the Board of Directors and otherwise. He shall keep a proper membership book and/or electronic records showing the name of each member of the Cooperation, the book of bylaws, the Corporation seal, if any, and such other books and papers as the Board of Directors may direct. 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 Board of Directors he shall execute in the name of the Corporation checks for expenditures authorized by the Board of Directors. He shall also maintain or cause to be maintained a system, either written and/or electronic, for scheduling the operation of the aircraft.
2. The Secretary shall perform all duties incident of the Office of the Secretary, subject to the control of the Board of Directors.
3. The Secretary shall perform such duties connected with the operation of the Corporation as he may undertake at the suggestion of the Board of Directors.
ARTICLE VIII - TREASURER
1. The Treasurer shall receive and deposit all funds of the Corporation in the bank selected by the Board of Directors, which funds shall be paid out only by check or via electronic funds transfer as herein before provided. He shall also maintain or cause to be maintained, the books of the Corporation according to generally accepted accounting methods such that the Board of Directors can determine that the financial activities of the Corporation have been properly accounted and that the receipts, disbursements and cash balances are properly accounted.
2. The Treasurer will provide a monthly report of the financial status of the Corporation to the Board of Directors and a quarterly report to every member.
3. The Treasurer will inform the Board of Directors at the monthly Board of Directors meeting if any members are delinquent and notify the Board when such delinquency has been paid.
4. The Treasurer shall perform all duties incident of the office of the Treasurer, subject to the control of the Board of Directors.
5. The treasurer shall also perform such duties connected with the operation of the Corporation as he may undertake at the suggestion of the Board of Directors.
ARTICLE IX - AIRCRAFT MAINTENANCE OFFICER(S)
1. The Aircraft Maintenance Officer(s) shall be responsible for maintaining current information in the logbooks of the aircraft.
2. The Aircraft Maintenance Officer(s) shall be solely responsible for maintaining or causing to be maintained, the aircraft in proper operating condition, by or under the supervision of a properly certified aircraft and power plant mechanic, and for obtaining all inspections, major overhauls and for compliance with all service bulletins for the aircraft.
3. The Aircraft Maintenance Officer shall be responsible for all papers to be carried in the aircraft and for the execution of all papers required upon the completion of inspection and major repairs.
ARTICLE X - VACANCIES
1. If the Office of President becomes vacant, the Vice President shall become President and the members shall elect a new Vice President at the next Annual Meeting unless a special meeting of the membership is sooner called by the Board of Directors.
2. If any other Office becomes vacant for any reason, the members shall elect a successor at the next Annual Meeting unless a special meeting of the membership is sooner called by the Board of Directors. This voting process may be handled via electronic means at the option of the Board of Directors. The newly elected officer shall hold office for the unexpired term.
ARTICLE XI – SAFETY BOARD
1. A safety Board shall be designated by the Board of Directors for each aircraft accident or incident involving either a member of the Corporation or any equipment or person, providing such accident or incident resulted in damage or personal injury exceeding the sum of Five thousand ($5,000.00) dollars.
2. The Safety Board shall consist of three (3) members of the Corporation who were not involved in the accident, one of which will be the Safety Officer.
3. The Safety Board shall take all steps necessary to ascertain the facts, conditions, and circumstances for the accident or incident, and shall make known to the Board of Directors, and to all parties involved in the accident or incident, its findings in the form of a written report, time being of the essence.
4. The Safety Officer shall serve as Chair of the Safety Board.
5. In event the Safety Officer was involved in the accident or incident; the Board of Directors will appoint a third member of the Safety committee in lieu of the Safety Officer and designate one of the three Safety Board members as the Chair.
6. In an emergency, where Club action is required, where protection of an asset or other interests of the Corporation or its membership is required, any member of the Board of Directors, shall take such actions as may be necessary to resolve the emergency but shall immediately report those actions to the remaining Board of Directors and take no further action until so directed by the Board of Directors.
ARTICLE XII - HEARINGS
1. The Board of directors, upon receipt of the findings of the Safety Board, shall offer to all parties involved in the accident or incident the opportunity of a hearing.. After the hearing, or if such hearing is waived by all the parties involved in the accident or incident, the Board of directors shall decide the financial responsibility and determine if a flight proficiency review by CFI is required. The decision of the Board of Directors shall be final.
2. The Board of Directors shall not impose financial responsibility on any member in excess of the insurance deductible limits as those may be determined for any one accident or incident, unless the damage results from a violation which is not covered by insurance carried on the aircraft; Then the party responsible for the damage shall be liable for the full amount of the damages and any other costs that may be incurred by the Corporation. The determination by the Board shall be submitted to and approved by majority recorded vote of all Corporation members.
3. All financial obligations imposed on any member as a result of the decision of the Board of directors shall be satisfied within thirty (30) days of written notice. Otherwise, in the case of a member, all unsatisfied monies may be deducted from the share value, the remainder of which shall be returned to the member with a cancellation of membership in the Corporation. The member’s share is forfeited. The member remains responsible for any remaining financial obligation that is not satisfied by the forfeiture of the share value.
ARTICLE XIII - MEMBERSHIP
1.All members of the Corporation shall hold at least a Private Pilot’s license or shall complete training for and obtain the license before they are allowed to operate Corporation aircraft. No primary training or commercial flight operations shall be conducted in Corporation aircraft. When scheduling an aircraft, the Pilot in Command shall maintain all currency requirements of 14 CFR 61 for their intended operations. In addition, all members shall adhere to the currency and minimum time requirements published in the Policy of the Corporation for the particular type of aircraft they intend to fly.
2.New members may be admitted to the Corporation only after being approved by a majority vote of the members consisting of at least 87% of the current membership. The vote on new members may be by written ballot or via electronic means. Membership shall be limited to ten (10) pilots per aircraft.
3.Upon purchase of shares of the assets of the Corporation and approval by the membership, the Corporation shall issue to each new member a certificate of membership on a form approved by the Board of Directors.
4.A member may withdraw from the Corporation upon notification to the Secretary in writing thirty (30) days in advance and said member may make withdrawal final within the next ninety (90) days without further notification provided that the withdrawing member has disposed of all share(s) in the assets of the Corporation to a new member acceptable to the Corporation. The Corporation shall have the first option to purchase the share of a member wishing to withdraw from the Corporation and the Corporation shall have ten (10) days from the withdrawal notice to exercise this option.
5.Any member withdrawing from the corporation shall receive the original signed letter of liability from the bank as well as a signed letter of release from the club upon completion of business with the club. Completion of business with the club includes but not limited to, payment of all dues and fees, return of keys, access cards, any club property and share certificate, successful sale of owned share or successful sale of repossessed share.
6. A member may be expelled by a two thirds vote of the members voting at any regular or special meeting by the members. Ten (10) days notice shall be given to each member who shall have the right to be heard either in person or by counsel at a meeting of the Corporation called for this purpose. A member so expelled shall receive from the Corporation a sum equal to his/her share in the net assets of the Corporation less any monies, dues or fines owing to the Corporation.
7. In the event of the death of a member, the Corporation shall have the first option to purchase from the estate the member’s share in the assets of the Corporation. If a member wishes to name in his/her will a beneficiary of his/her share in the assets of the Corporation, the named beneficiary must be acceptable to the Corporation.
8. “Associate Members” may be admitted to the club. These associate members have no voting power or property rights in the club assets. They are governed by the same regulations, bylaws, etc., as the regular members. The admission, monthly, and per hour fees for these members will be established by a vote of the membership. The Board of Directors will recommend the fees for Associate members, and such fees require unanimous vote of the membership. The admission fee shall be nonrefundable.
ARTICLE XIV - MEMBER PAYMENTS
1. Dues. Each member shall be assessed monthly dues to be payable one (1) month in advance, due on the last day of each month. The monthly dues may be changed from time to time by a vote of the majority of the members.
2. Hourly Aircraft Rate. Members will record their flight hours, based on tachometer readings, in a log book that will be kept in each aircraft. The Treasurer will accumulate the flight hours for each member at the end of each month. Members will be billed as of the last day of the month for their accumulated hours for that month and for their next month’s dues. The hourly aircraft rate may be changed from time to time by a vote of the majority of the members.
3. Delinquency. Any member who has failed to pay the dues, hourly aircraft rate charges, or any other sum due the Corporation by the end of the month following the month in which they are billed shall be considered past due. If not paid by the 15th of the following month they shall be considered delinquent and a member not in good standing and shall be automatically suspended from flying the Corporation aircraft and engaging in any other Corporation activity. When a delinquent member fails to pay any sum owed to the Corporation, or at the discretion of the Board of Directors, to make suitable arrangements with the Board for payment thereof within sixty (60) days of the due date, the member shall automatically be considered as indicating an intention to withdraw from the Corporation.
ARTICLE XV - CORPORATION FINANCES
1. No member may authorize expenditures or otherwise incur financial obligations in the name of the Corporation except as expressly provided for in these bylaws or other regulations duly promulgated by the Corporation membership.
2. The Treasurer is authorized to expend Corporation funds in payment for all normal fixed costs of the Corporation and all operating costs. The Treasurer must obtain approval from a majority of the Board of Directors for any unusual expenditure and all expenditures in excess of Two Thousand ($2,000.00) dollars.
3. The Maintenance Officer may authorize work on Corporation aircraft in an amount up to Two Thousand ($2,000.00) dollars without seeking approval from a majority of the Board of Directors. The Maintenance Officer must consult with the Treasurer before authorizing any work to determine whether there are sufficient funds to pay for the work.
4. Individual members will be reimbursed for any reasonable expenditure, as determined by the Board of Directors, when such expenditures are for Corporation aircraft repairs or maintenance necessary to safely complete a trip back to Denton Airport. The member must make a good faith attempt to contact the Maintenance Officer(s) prior to having any repairs or maintenance performed.
5. No member, officer, Director, or any other individual shall obligate the Corporation to any purchase, repair, or service in an amount in excess of Five Hundred ($500.00) dollars without the approval of a majority of Corporation members, except as otherwise authorized within these bylaws.
ARTICLE XVI - FLIGHT PROFICIENCY PROGRAM AND FLIGHT RULES
The Board of directors shall develop, or cause to be developed, a Flight Proficiency Program for all members to include, but not necessarily limited to, periodic check rides with qualified flight instructors, and periodic refresher courses. The details of a Flight Proficiency Program, among other items, shall be included in a Policy statement to be prepared by the Board of Directors and approved by a majority vote of two-thirds of the Corporation members.
ARTICLE XVII - SURPLUS
The net savings or surplus remaining after all operating costs and other expenses have been paid shall remain in the Corporation’s treasury for the purchase of new equipment, for engine overhaul, for contingencies, or for the purpose of reducing the hourly rates for flying as shall be determined by the Board of Directors. The net savings in any event shall not be distributed to the members except in the case where the Corporation is winding up its business and will no longer operate. In the case of the Corporation winding up its business, all of the assets of the Corporation shall be sold and then all debts of the Corporation satisfied. Any money then left in the treasury shall then be distributed to the members according to the shares they own.
ARTICLE XVIII - AMENDMENTS
These bylaws may be repealed, amended or new bylaws adopted at any meeting of the members called for that purpose or any regular meeting of the members by a two-thirds majority vote of such members in good standing.
Revised: Dec 2018