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Society for Aviation History

Society Creed

1. The preservation of past, present, and future aviation history.

2. The preservation of aviation artifacts: be it literature, aircraft, or support items.

3. The continued education of the general public in aviation related matters.

 

BY-LAWS

of the

Society for Aviation History

=======================================================

ARTICLE I

OFFICES

Principal office

          Section 1.01. The principal office of the Society for its transaction of business shall be located in Northern California, State of California.

Change of Address

          Section 1.02. The Board of Directors is hereby granted full power and authority to change the principal office of the Society from one location to another in California. Any such change shall be noted by the Secretary in these By-Laws, but shall not be considered an amendment of these By-Laws.

ARTICLE II

MEMBERS

Classification of Members

          Section 2.01. The Society shall have three (3) classes of members as follows: Regular Members, Associate Members and Honorary Members.

          Regular Members shall be those persons who have the right to vote one vote on each matter submitted to a vote of the members.

          Associate Members shall be those persons who are in a Regular Memberís family, and shall have no right to vote.

          Honorary Members of the Society shall be those persons who, in the opinion of the Regular Member(s), have performed services for the Society warranting their appointment as Honorary Members, are nominated by Regular Member(s) and approved by the Board of Directors as such an Honorary Member. Honorary Members shall have no right to vote.

          Section 2.02. A record of all Regular Members giving their names and addresses shall be maintained by the Society.

Eligibility for Membership

          Section 2.03. Any person is eligible to be a Regular Member if they share a common interest in aviation.

Application Fee

          Section 2.04. There shall be no fee for making application for membership in the Society.

Duration of Membership

          Section 2.05. Duration of Regular Membership is a calendar year, ending on December 31. Duration of Honorary Membership shall be continuous or until revoked following such nomination by the Regular Member(s) and approval by the Board of Directors. Duration of Associate Membership shall be the same as that of their sponsoring Regular Member.

Dues

          Section 2.06. The Board of Directors shall determine the annual dues payable to the Society by Regular Member (s). Dues shall be payable for the first year on admission to membership and annually thereafter at such time or times as may be fixed by the Board of Directors. Dues are payable to the Society.

The membership of any Regular Member who fails to pay his or her dues when due shall automatically terminate at the end of the just previous calendar year. Membership shall be reinstated upon the payment of dues.

Assessments

          Section 2.07. Memberships shall be nonassessable.

Number of Members

          Section 2.08. There shall be no limit on the number of members the Society may admit.

Transferability of Membership

          Section 2.09. Neither the membership in the Society nor any rights in the membership may be transferred or assigned for value or otherwise.

Expulsion of Members

          Section 2.10. Other than the failure to pay dues, any member who acts in a manner that tends to jeopardize or discredit the reputation of the Society for Aviation History may be expelled from membership by a vote of seventy-five percent (75%) of the Board of Directors.

ARTICLE III

MEETINGS OF MEMBERS

Regular Meetings

          Section 3.01. The Regular Members shall meet at least once a year, beginning with the year 2006, for the purpose of transacting such proper business as may come before the meeting, including the election of Directors for such terms as are fixed in Section 4.03 of these By-Laws. The meeting shall be held at a date, time, and place to be determined by the President.

Special Meetings

          Section 3.02. Special meetings of Regular Members shall be called by the Board of Directors or the President of the Society and shall be held at such times and places within the State of California as may be ordered by resolution of the Board of Directors. Five percent (5%) or more of the Regular Members of the Society may call special meetings for any lawful purpose.

Notice of Meetings

          Section 3.03. Written notice of every meeting of Regular Members shall be either personally delivered or mailed by first-class United States mail, postage prepaid not less than ten (10) days before the date of the meeting to each Regular Member who on the record date for notice of the meeting is entitled to vote thereat.

In the event Notice is given by mail or other means of written communication, the Notice shall be addressed to the Regular Member at the address of such member appearing on the books of the Society or at the address given by the Regular Member to the Society for the purpose of notice. Where no such address appears or is given, Notice shall be given at the principal office of the Society. The Secretary or Assistant Secretary of the Society, for the purpose herein mentioned, shall execute an affidavit of the giving of the Notice of the meeting of Regular Members.

In the case of a specially called meeting of Regular Members, Notice that a meeting will be held at a time requested by the person or persons calling the meeting not less than twenty-five (25) days after receipt of the written request from such person or persons by the Board of Directors or the President or Secretary of the Society and shall be sent to the Regular Members forthwith and in any event at least ten (10) days before the meeting date.

No meeting of Regular Members may be adjourned more than forty-five days. If a meeting is adjourned to another time or place and thereafter a new record date is fixed for notice or voting, a Notice of the adjourned meeting shall be given to each Regular Member of record who, on the record date for notice of the meeting, is entitled to vote at the meeting.

Contents of Notice

          Section 3.04. The Notice shall state the place, date and time of the meeting and the general purpose of the meeting. The Notice for any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the Notice is given to the Regular Members.

Quorum

          Section 3.05. A quorum at any meeting of Regular Members shall consist of twenty percent (20%) of the membership at large represented in person.

Loss of Quorum

          Section 3.06. The members present at a duly noticed meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough Regular Members to leave less than a quorum, if such action taken, other than adjournment, is approved by at least a majority of Regular Members required to constitute a quorum.

Adjournment for Lack of Quorum

          Section 3.07. In the absence of a quorum, any meeting of Regular Members may be adjourned from time to time by the vote of a majority of the vote represented in person, but no other business may be transacted except as provided in Section 3.06 of these By-Laws.

Proxy Voting

          Section 3.08. Regular Members entitled to vote shall not be permitted to vote or act by proxy.

Limitations Pertaining to Election of Directors

          Section 3.09. A majority vote of the Regular Members present at any meeting or by the majority of written ballots returned by mail is necessary for the election of any director.

  Voting by Written Ballot

          Section 3.10. Voting may be by written secret ballot.

Conduct of Meetings

President

          Section 3.11. The President of the Society, or in his or her absence, the Vice President, or if neither is present, any other person chosen by a majority of the Regular Members present in person, shall be Chairman of and shall preside over the meetings of the members.

Secretary of Meetings

          Section 3.12. The Secretary of the Society shall act as the secretary of all meetings of Regular Members; provided that in his or her absence, the President of the meetings of members shall appoint another person to act as secretary of the meetings.

Rules of Order

          Section 3.13. The Robertís Rules of Order, as amended from time to time, shall govern the meetings of Regular Members insofar as those rules are not inconsistent with or in conflict with these By-Laws, the Articles of Incorporation or the law.

ARTICLE IV

DIRECTORS

Number

          Section 4.01. The Society shall have not less than five (5) or more than nine (9) Directors. All elected Officers shall also be Directors of the Society. Collectively, the Directors shall be known as the Board of Directors and shall be the governing body of the Society.

Qualifications

          Section 4.02. The Directors of the Society shall be residents of the State of California. The Directors shall also be Regular Members in good standing of the Society.

Term of Office

          Section 4.03. Each Director shall hold office for one year from the date of such Directorís election by the Regular Members, and until such Directorís successor is elected and qualifies.

Nomination

          Section 4.04. Any person qualified to be a Director under Section 4.02 of these By-Laws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.

Election

          Section 4.05. The Directors shall be elected by the Regular Members as prescribed by Section 3.01 and Section 3.10 of these By-Laws. Directors shall be eligible for reelection without limitation, except the position of President, on the number of terms they may serve provided they continue to meet the qualifications set forth in Section 4.02 of these By-Laws. The President shall serve for a term not to exceed four (4) consecutive terms, but does not limit the member from remaining on the Board of Directors. However, after a minimum a one-term absence, the former President can run for the position of President again. 

Compensation

          Section 4.06. The Directors shall serve without compensation.

Call of Meetings

          Section 4.07. Meetings of the Board may be called by the President, Vice President, or Secretary or any two Directors.

Time and Place of Meetings

          Section 4.08. Regular meetings of the Board may be held, without notice, immediately following any annual meeting of the Regular Members of the Society as set forth in Section 3.01 of these By-Laws.

Special meetings of the Board may be called by the President of the Board, Vice President, Secretary or any two (2) Directors. Special meetings shall be held on four (4) dayís notice by first-class mail, postage prepaid, or on forty-eight (48) hoursí notice delivered personally or by electronic means. Notice of the special meeting need not be given to any Director who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

Quorum

          Section 4.09. The authorized number of Directors listed below constitutes a quorum of the Board for the transaction of business. The affirmative vote of the majority present at a meeting is required to pass a resolution or authorize an act.

                   5 Directors:            3 required for quorum;

                   7 Directors:            4 required for quorum;

                   9 Directors:            5 required for quorum;

                                                                                                          Conduct of Meetings

          Section 4.10. The President of the Board or, in his or her absence, any Director selected by the Directors present shall preside at meetings of the Board of Directors. The Secretary of the Society, or in the Secretaryís absence, any person appointed by the presiding officer shall act as Secretary of the Board.

Adjournment

          Section 4.11. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and/or place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time or place must be given prior to the time of the adjourned meeting to the Directors who are not present at the time of the adjournment.

Action Without Meeting

          Section 4.12. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.

Removal of Directors

Removal for Cause

          Section 4.13. The Board may declare vacant the office of a Director on the occurrence of any of the following events:

          (1) The Director has been declared of unsound mind by a final order of the court;

          (2) The Director has been convicted of a felony;

(3) The Director has been found by a final order or judgment of any court to have breached duties imposed by Section 7238 of the Corporations Code on Directors who perform functions with respect to assets held in charitable trust; or,

          (4) The Director has failed to attend fifty percent (50%) of the Board meetings during any calendar year.

Resignation of Director

          Section 4.14. Any Director may resign effective on giving written notice to the President of the Board of Directors, the Secretary or the Board of Directors of the Society, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Vacancies on the Board

Causes

          Section 4.15. Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director; whenever the number of Directors authorized is increased; and on the failure of the Regular Members in any election to elect the full number of Directors authorized.

Filling Vacancies

          Section 4.16. In the event of a vacancy by the removal, resignation, or death of a Director, the Board of Directors shall elect a successor who shall hold the office for the remainder of the term.

ARTICLE V

OFFICERS

Number and Titles

          Section 5.01. The Officers of the Society shall be a President, a Vice President, a Secretary, and a Treasurer, and such other officers with such titles and duties as shall be determined by the Board and as may be necessary to enable it to sign instruments.

Election

          Section 5.02. The Officers of the Society shall be elected by the Board of Directors at the next Board meeting held after the election of Directors. The Officers shall take office on January 1 of each year and hold office until their successors are elected and qualified.

President

          Section 5.03. The President shall be the general manager and Chief Executive Officer of the Society and shall, subject to the control of the Board of Directors, have supervision, direction and control of the business affairs of the Society. Such officer shall preside at all meetings of the Board of Directors. Such officer shall perform all duties incident to the office of the President of the Board and such other duties as may be required by law, by the Articles of Incorporation of the Society, or by these By-Laws, or which may be prescribed from time to time by the Board of Directors. The President shall serve for a term not to exceed four (4) consecutive terms, but does not limit the member from remaining on the Board of Directors. The President of the Board is hereby authorized to exercise any right to vote or execute a proxy to vote shares of stock, any bonds, debentures or other evidences of indebtedness of any other Society or Societyís owned or possessed by the Society.

Vice President

          Section 5.04. In the absence of the President of the Board or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President of the Board, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the President of the Board. The Vice President shall have such other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation or by these By-Laws, or as may be prescribed by the Board of Directors.

Secretary

          Section 5.05. The Secretary shall keep or cause to be kept at the principle office of the Society, or such other place as the Board of Directors may direct, a book of minutes of all meetings of the members and of the Board of Directors. The Secretary shall maintain a current listing of members, including members names, address, phone numbers, and Society registration number. The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors.

Treasurer

          Section 5.06. The Treasurer or Chief Financial Officer of the Society shall keep and maintain in written form adequate and correct books and records of account of the properties and business transactions of the Society, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books and records of account shall at all times be open to inspection by any director of the Society. The Treasurer or Chief Financial Officer shall deposit all monies and other valuables in the name of and to the credit of the Society with such depositories as may be designated by the Board of Directors. The Treasurer or Chief Financial Officer shall disburse the funds of the Society as ordered by the Board of Directors and shall render to the President of the Board and the Directors, on request, an account of all such officerís transactions as Treasurer and of the financial condition of the Society. The Treasurer shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Directors or these By-Laws.

Resignation and Removal of Officers

          Section 5.07. Any officer may resign at any time on written notice to the Society without prejudice to the rights, if any, of the Society under any contract to which the officer is a party. Officers may be removed with or without cause at any meeting of the Board of Directors by the affirmative vote of a majority of all Directors.

ARTICLE VI

CORPORATE RECORDS, REPORTS AND SEAL

Keeping Records

          Section 6.01. The Society shall keep adequate and correct records of account and minutes of the proceedings of its Regular Members, Board and committees of the Board. The minutes shall be kept in written form. The Society shall also keep a record of its Regular Members giving their name and addresses. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.

Annual Report

          Section 6.02. The Society shall notify each member yearly of the memberís right to receive a financial report pursuant to Corporations Code Section 8321(a). Except where the Society does not have more than one hundred (100) members or more than ten thousand dollars ($10,000.00) in assets at any time during the fiscal year, on the written request of a member the Board shall promptly cause the most recent annual report to be sent to the requesting member. The annual report shall be prepared not later than one hundred twenty (120) days after the close of the Societyís fiscal year. The annual report shall contain in appropriate detail the following: (1) a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year; (2) a statement of the place where the names and addresses of the current members are located; and (3) any information concerning certain transactions and indemnifications required by Corporations Code Section 8322. The annual report shall be accompanied by any report thereof of independent accountants or, if there is not such a report, the certificate of any authorized officer of the Society that such statements were prepared without audit from the books and records of the Society.

ARTICLE VII

COMMITTEES

          Section 7.01 The Board of Directors may establish committees, at it deems necessary. Any committee established by the Board of Directors shall be responsible for reporting their activities directly to the Board of Directors.

ARTICLE VIII

AMENDMENTS

          Section 8.01. Proposals to amend these By-Laws may be submitted in writing at any meeting by Regular Member(s) and voted upon at the next meeting. A majority of Regular Member(s) present in person at said meeting shall be required to approve any change and/or deletion and/or addition.

CERTIFICATE OF SECRETARY

of the

SOCIETY FOR AVIATION HISTORY

                   I hereby certify that I am the duly elected and acting Secretary of said Society and that the foregoing By-Laws comprised of VIII Articles, constitute the By-Laws and Amendments of said Society as duly adopted at a meeting of the Board of Directors thereof held on May 12, 2006.

Dated: May 12, 2006
Betty S. Veronico
Secretary