Bylaws of the Continental Luscombe Association
Article I - Membership
1.1 Classes of Membership. The Association shall have a single class of membership.
1.2 Qualifications for Membership. Any owner, operator, or other person interested in Luscombe aircraft is eligible for membership in the Association.
1.3 Membership Fees. The membership may be assessed annual dues or fees for membership in a reasonable amount as established by the Board of Directors.
1.4 Voting. Each member shall be entitled to one vote on each matter submitted to a vote of the membership.
1.5 Enlargement of Membership Class. Upon recommendation of the Board of Directors, and with the approval of two-thirds of the membership present in person or by proxy at a meeting to consider the matter, the classes of membership may be expanded, and the right of the members, or any class or classes of members to vote, may be limited, enlarged, or denied.
Article II -- Offices
2.1 Registered Office. The registered office of The Continental Luscombe Association shall be within the State of Washington at such location as is designated by the Board of Directors.
2.2 Additional Offices. In addition to the registered office, the Association may have offices at such other places as the Board of Directors may from time-to-time determine or the activities of the association may require.
Article III -- Meeting of Members
3.1 Place of Meetings. Meetings of the Association's membership, including meetings for the election of directors, shall be held at such place as may be fixed from time-to-time by the Board of Directors and stated in the Notice of Meeting to the membership.
3.2 Annual Meeting. The Annual Meeting of the Association's membership shall be held on the Saturday of the third weekend in May. At this meeting, the membership shall elect directors and transact such other business as may be properly brought before the meeting.
3.3 Special Meetings. Special meetings of the membership, for any purpose or purposes, may be called by the President and shall be called by the Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of twenty-five members entitled to vote thereat. Special meeting requests by either the Board of Directors or the membership shall state the purpose or purposes of the proposed meeting.
3.4 Notice of Meetings. Written notice of the Annual or of a Special Meeting of the membership shall be given to each member entitled to vote thereat at least ten days, but not more than fifty days, before the date of the meeting. The written notice shall state the time, place, and purpose of the meeting.
3.5 List of Members. The Secretary shall prepare at least ten days before every meeting of the membership a complete list of the members entitled to vote at the meeting. The list shall be open for the examination by any member during ordinary business hours for a period of ten days prior to the meeting. At the option of the Board of Directors, the place of examination shall be at either the principle offices of the Association or at a place within the city where the meeting is to be held as specified in the meeting notice.
3.6 Quorum. At all meetings of the membership, a quorum shall consist of 10% of the total membership entitled to vote thereat, present in person or represented by proxy.
3.7 Vote Necessary. When a quorum is present for any meeting of the membership, the vote of a majority of the members having voting power, present in person or represented by proxy, shall decide any question brought before such meeting unless the question is one upon which, by express provision of law or of the Articles of Incorporation, a different vote is required. In such case, the express provision shall govern and control the decision of the question.
Article IV -- Directors
4.1 General Powers. The business of the Association shall be managed by its Board of Directors which may exercise all the powers of the Association granted by law and do such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members of the Association.
4.2 Number of Directors. The number of directors that shall constitute the Board of Directors shall be three. All of the directors shall be elected by the membership.
4.3 Term of Office. Each of the directors elected by the membership shall hold office for a period of two three years until the second third Annual Meeting following his or her election and until his or her successor is elected or qualified, or until his or her earlier death, resignation, or removal, or as specified in Section 4.3b. Terms of office shall be staggered such that the term of one director expires each year. (Changed by vote of the Membership, 18 May 2002)
4.3a Election to Term of Office. Beginning with the 2003 Election of Directors, the nominee with the greatest number of votes shall be elected to the vacant Board position with the longest remaining term of office. Additional vacant Board positions, if any, shall be filled by the runners-up, the longest term going to the runner-up with the greatest number of votes. A tie shall be resolved by whatever means the out-going Board deems appropriate. (Added for consistency with vote of the Membership, 18 May 2002)
4.3b Special Provision for Implementation of Overlapping Three-Year Terms. For the three Board positions filled by the 2003 Election of Directors, one Board position shall have a term of three years, one Board position shall have a term of two years, and one Board position shall have a term of one year. (Added for consistency with vote of the Membership, 18 May 2002)
4.4 Special Provision for Implementation of These Bylaws for the 1999 Election of Directors. For purposes of these Bylaws, the following members of the initial Board of Directors shall be considered to have been elected for two year terms that will not expire until the 2001 Annual Meeting: Gordon G. Birse, Douglas P. Clough, and Arthur W. Moxley.
4.5 Honorary Members. By a majority vote of the Board of Directors, former Directors of The Continental Luscombe Association may be invited to serve as Honorary Members of the Board of Directors. Honorary Members will serve in an advisory capacity and have no vote insofar as the Associations business is concerned. The term of their appointment shall be until the next Annual Meeting.
4.6 Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time-to-time be determined by the Board. Special meetings may be called by the President whenever expedient or necessary or when requested to do so by any other director. The Secretary shall give notice of the time and place of special meetings by causing written notice thereof to be mailed to each director at least three days prior to the meeting. Alternately, the Secretary may give special meeting notice personally or by telephone as long as such notice is given at least one day prior to the special meeting.
4.7 Annual Organizational Meeting. The first meeting of each newly elected Board of Directors shall be held as soon as possible following the Annual Meeting of the membership. No notice shall be necessary to the newly elected directors in order to legally constitute the meeting provided that a quorum shall be present.
4.8 Place of Meetings. The Board of Directors may hold both regular and special meetings at such locations as may be determined by the Board.
4.9 Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the entire Board of Directors except as otherwise may be specifically provided by law. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time-to-time without notice other than announcement at the meeting until a quorum is present.
4.10 Vacancies. Vacancies occurring on the Board of Directors for any reason except the removal of directors without cause may be filled by a majority vote of the directors then in office even though less than a quorum may exist. Vacancies occurring by reason of the removal of directors without cause shall be filled by a vote of the Association's membership. A director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his or her predecessor.
4.11 Removal of Directors. Any director may be removed for cause by either a majority vote of the Board of Directors or a majority vote of the Association's membership. Removal of a director without cause shall be accomplished only by a two-thirds vote of the membership.
4.12 Resignation. A director may resign at any time by giving written notice to the President or to the Board of Directors. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof. Acceptance of the resignation shall not be necessary to make it effective.
4.13 Presumption of Assent. A director who is present at any meeting of the Board of Directors at which action on any Association matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless the director shall file a written dissent with the Secretary within forty-eight hours of the adjournment of the meeting. The right of dissent shall not apply to any director who has voted in favor of the action in question.
Article V -- Committees
5.1 Temporary Committees. By resolution adopted by a majority of the Board of Directors, temporary committees may be appointed to assist the Board of Directors in their duties. Each committee so appointed shall have at least one director amongst its members. The responsibility and authority of each committee shall be as defined by the Board in the resolution appointing the committee.
Article VI -- Officers
6.1 Number, Election, and Term. The officers of the Association shall be the President, one or more Vice-Presidents, a Secretary, and a Treasurer. Any two or more offices may be held by the same person with the exception that the President may not concurrently hold the office of Secretary. Officers shall be chosen annually by the Board of Directors at its organizational meeting. They shall hold office until their successor shall have been elected or until their earlier death, resignation, or removal.
6.2 Removal. Any officer appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board.
6.3 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
6.4 President. The President shall be the chief executive officer of the association and shall have general charge, supervision, and control over the business and affairs of the Association and shall be responsible for the overall management thereof. He or she shall be responsible for, and may sign and execute, all authorized contracts, financial instruments, or obligations in the name of the Association. The President shall preside at all meetings of the Board of Directors; and he or she shall perform such other duties as may be assigned by the Board of Directors.
6.5 Vice-President. In the absence of the President, or in the event of the President's death or refusal to act, the Vice-{resident shall perform the duties of the President. When so acting, the Vice-President shall have all of the powers of the President and be subject to any restrictions placed upon the President. The Vice-President shall also perform such other duties as from time-to-time may be assigned to him or her by either the President or the Board of Directors.
6.6 Secretary. The Secretary shall give notice of all meetings of the membership and the Board of Directors as well as keep minutes of these meetings. He or she shall, in addition, perform the duties usually incident to the office of secretary and such other duties as may be assigned to him or her by the President or the Board of Directors.
6.7 Treasurer. The Treasurer shall have custody and be responsible for the funds of the Association. He or she shall deposit the funds of the Association to its credit in such banks and accounts as the Board of Directors may designate. Regular books of accounts shall be kept under his or her supervision and direction; and statements of such accounts shall be rendered to the President and/or the Board of Directors when requested. The Treasurer may sign checks and other bank instruments; and shall perform such other duties usually incident to the office of treasurer as well as duties that may be assigned by the President or the Board of Directors.
Article VII -- Compensation of Directors and Officers
7.1 Directors Compensation. No compensation shall be paid to Directors for their services as a Director without the approval of the membership. This shall not be construed as precluding any Director from serving the Association in any other capacity and receiving compensation therefor; nor shall it be construed as precluding the payment of expenses to a Director for actual attendance at a Board of Directors meeting if such payment is authorized by the Board of Directors.
7.2 Officers Compensation. Any compensation, including salary and benefits, for the Officers of the Association shall be approved by the Board of Directors.
Article VIII -- Miscellaneous Provisions
8.1 Fiscal Year. The fiscal year of the Association shall be the calendar year.
8.2 Loans to Directors, Officers, or Members. No loans shall be made by the Association to its Directors, Officers, or members.
8.3 Chapters. Chapters of the Association may be formed in accordance with conditions and procedures established by the Board of Directors.
8.4 Amendments. These Bylaws may be amended by an affirmative vote of the members of the Association. Except more than a simple majority is required by statute, the Articles of Incorporation, or these Bylaws, a simple majority vote of those present in person or represented by proxy, at a meeting at which Bylaw amendments are to be considered, is all that is required to approve a proposed amendment. These Bylaws, except for Sections 1.2, 1.4, 1.5, 3.6, 3.7, 4.3, 4.13, 7.1, 8.2, and this section, which may not be amended by the Board of Directors, may also be amended by an affirmative vote of a majority of the whole Board of Directors.
THIS IS TO CERTIFY that the foregoing constitutes the official and duly enacted Bylaws of The Continental Luscombe Association as of July ______________, 1999.
Arthur W. Moxley
President
Page Last Updated: Feb 11, 2010
(Only modified the layout)