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Bylaws
Metro Flyers Ltd.
By-Laws
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.
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.
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 mailed to each member at his last known 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 shall
be 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
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 ten (10) days prior to the meeting when the vote is to
be taken. Proxy votes in writing will be accepted.
10. A majority vote of the members present is necessary for the adoption
of any resolution 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.
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.
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 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.
8. Each member of the Board of Directors shall serve without any
compensation or reward, except as otherwise provided in these bylaws.
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 any duty or office
which the Board deem appropriate and necessary to the conduct of the
Corporation and which is not otherwise expressly provided of in these
bylaw.
11. The Board of Directors may engage salaried personnel 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 an 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 have a President,
Vice-President, Secretary, Treasurer, and an Aircraft Maintenance Officers.
2. The President, Vice-President, Secretary, Treasurer, and Aircraft
Maintenance Officer 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 and
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. 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.
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
President.
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 provided for that purpose. 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 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 President he shall execute in the name of the Corporation
checks for expenditures authorized by the Board of Directors. He shall also
maintain an appointment book for the operation of the aircraft, unless this
task is otherwise assigned.
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 President.
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 as herein before provided. He shall also account for all
receipts, disbursement, and balance on hand.
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 President on the twentieth (20) of each
month if any members are delinquent and notify him when such delinquency
plus any fines have 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
President.
ARTICLE IX - AIRCRAFT MAINTENANCE OFFICER
1. The Aircraft Maintenance Officer shall be responsible for maintaining
current information in the logbooks of the aircraft.
2. The Aircraft Maintenance Officer shall be responsible for maintaining
the aircraft in proper operating condition, by or under the supervision of
a properly certified aircraft and powerplant 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.
2. If any other Office becomes vacant for any reason, the members shall
elect a successor at the next meeting. 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 involving either a member of the Corporation or any
equipment or person, providing such accident resulted in damage or personal
injury exceeding the sum of Two Hundred Fifty ($250.00) 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, and shall make known
to the Board of Directors, and to all parties involved in the accident, its
findings in the form of a written report.
4. The Safety Officer shall serve as Chair of the Safety Board.
5. In event the Safety Officer was involved in the accident, the Board
of Directors will appoint a third member of the Safety committee in lieu of
the Safety Officer. The Board of Directors will also appoint one of the
three Safety Board members as the Chair.
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 the opportunity
of a hearing.. After the hearing, or if such hearing is waived by all the
parties involved in the accident, the Board of directors shall decide the
financial responsibility. 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 for any one
accident, 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. Recommendation of the Board
shall be 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. New members may be admitted to the Corporation only after being
approved by a unanimous vote of the members. Membership shall be limited to
ten (10) in number per aircraft.
2. Upon purchase of shares of the assets of the Corporation and approval
by the membership, the Corporation shall issue to each member a certificate
of membership on a form approved by the Board of Directors.
3. 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 shares
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 thirty (30) days from the withdrawal notice to
exercise this option.
4. 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 assets of the Corporation less any monies,
dues or fines owing to the Corporation.
5. In the event of the death of a member, the Corporation shall have the
first option to purchase form 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.
6. “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 fifteenth (15th) day of each month. The
monthly dues may be changed from time to time at the discretion 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 on the fifteenth (15th) of each month
for their accumulated hours from the previous month and for their dues. The
hourly aircraft rate may be changed form time to time at the discretion 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 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 form
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 form the Board of Directors for any unusual
expenditure and all expenditures in excess of One Thousand ($1,000.00)
dollars.
3. The Maintenance Officer may authorize work on Corporation aircraft in
an amount up to One Thousand ($1,000.00) dollars without seeking approval
from 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
expenditures, 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.
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 Two Hundred Fifty ($250.00) dollars without the approval of a majority
of Corporation members, except as otherwise authorized within these
by-laws.
ARTICLE XVI - FLIGHT PROFICIENCY PROGRAM AND FLIGHT RULES
1. 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, minimum
number of flight hours per month, minimum number of landings per month, and
periodic refresher courses. The Flight Proficiency Program must be approved
by a majority of the Corporation members.
ARTICLE XVII - SURPLUS
1. 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 for their individual use.
ARTICLE XVIII - AMENDMENTS
1. These bylaws may be repealed or 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.
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