Mission, Board of Directors, and Bylaws

Mission Statement:

Our purpose is to promote and preserve the safe and efficient operation of airports in the Verde Valley to the benefit of the tenants and users of these airports and their communities, and to advance public understanding and interest in the beneficial utilization of aviation through educational and charitable means.

The Mission Statement is a part of the Verde Valley Flyers Bylaws

Verde Valley Board of Directors:

The initial board of directors staggered their terms such that after the first year, all elected would serve for two years. One year elect two, next year elect three instead of all five at one time.

Board of Directors Members:

  • President –
  • Vice President –
  • Secretary –
  • Treasurer – Jerry Mullen
  • Webmaster –
  • Member at Large –

 


 

BYLAWS

Revised August 3, 2012

VERDE VALLEY FLYERS ASSOCIATION

ARTICLE 1. ASSOCIATION, OFFICES AND PURPOSE

SECTION 1. ASSOCIATION  
The name of this Association shall be Verde Valley Flyers.

SECTION 2. PRINCIPAL OFFICE  
The principal office of the Association for transaction of business is located in the County of Yavapai, State of Arizona, City of Cottonwood.

SECTION 3. PURPOSE  
The purpose of the Association is to promote and preserve safe and efficient aviation in the Verde Valley to the benefit of the tenants and users of airports, the communities and to advance public understanding and interest in the beneficial use and utilization of aviation through educational and charitable means.

ARTICLE II. MEMBERSHIP

SECTION 1. ELIGIBILITY OF MEMBERSHIP

Membership in the Association shall be open to those who concur with and support the principles of the Association as established in its statement of Purpose of the By-Laws. Prospective Members will be provided with a suitable application form.  The form will provide for the applicant, when undertaking Membership, to acknowledge an understanding and acceptance of the principles of the Association.  The Membership or Board of Directors may confer Honorary Membership on individuals involved in the purposes of the organization. These Honorary Members shall not have voting rights.

SECTION 2. DUES

The annual dues payable to the Association by Members shall be an amount voted upon by the Board of Directors consistent with expected costs and activities. Dues shall be payable for the first year on admission to Membership and annually in March.

SECTION 3. MEMBERSHIP RECORD

The secretary shall keep a record of the name and address of each Member. The record of names and addresses of the Members of this Association shall constitute the Membership list of this Association and shall not be used, in whole or in part, by any person for any purpose not reasonably related to a Member’s interest as a Member.

SECTION 4. TERMINATION OF MEMBER

a. Causes.  The Membership and all rights of Membership shall automatically terminate on the occurrence of any of the following causes.

1. The voluntary resignation of a Member.

2. The death of a Member.

3. The nonpayment of dues, subject to the limitations set forth in section 3(b) of this Article.

b. Nonpayment of Dues.  The Membership of any Member who fails to pay his dues when due or within sixty days thereafter shall automatically terminate at the end of such sixty-day period.

c. Removal from Membership.  Members may be removed from the Membership in the Association, by a vote of the Board of Directors. Such Member will be given prior notice that such action may take place, and the Member will have an opportunity to address the Board of Directors as to why such action should not be taken.

ARTICLE III. MEETINGS OF MEMBERS

SECTION. 1. PLACE

Meetings of Members shall be held at a location determined by the Board of Directors.

SECTION 2. ANNUAL AND OTHER REGULAR MEETINGS

The Members shall meet for the Annual Meeting once each new year at a date, time, and place set by the Board of Directors for the purpose of transacting such proper business as may come before the meeting, including the Minutes of the previous Meeting, a Financial Report, a report from a Nominating Committee and the election of the Board of Directors. If the election of Board Members shall not occur at such meeting of the Members, the Board shall cause the election to be held as soon as is reasonably possible after the adjournment of the Annual Meeting of the Members. Members shall be notified as in section 4 of this Article. Regular Meetings of the Membership shall be held as needed.

SECTION 3. SPECIAL MEETINGS

Special meetings may be called by the President and/or the Board of Directors, or by a majority of the Members upon a ten-day notice to the Membership. In the call for a special meeting the exact purpose of the meeting shall be stated and no other business shall be transacted at said meeting.

SECTION 4. NOTICE OF MEETINGS

Written notice of the annual meetings and all other meetings of Members shall be E-Mailed or mailed by United States mail to each Member not less than ten business days before the date of the meeting.

SECTION 5. CONTENTS OF NOTICE.

The notice shall state the place, date and time of the meeting. The notice of any meeting at which Board Members are to be elected shall include the names of all those who are nominees at the time the notice is given to the Members.

SECTION 6. QUORUM

The Quorum for all Membership Meetings shall consist of a minimum of twenty fivepercent (25%) of all Members in good standing. Should there not be a quorum at a meeting, voting may be by E-Mail or Postal Service with resulting votes counted 15 days after Postal Mailings. Members not in attendance at meetings and who do not respond to E-mails ballots or Postal Service ballots will be deemed as having given their proxy to the Board of Directors.

SECTION 7. VOTING OF MEMBERSHIP

One Vote per Member. Each voting Member is entitled to one vote on each matter submitted to a vote of the Members. Voting members must be 18 years of age and members of the human species.

SECTION 8. CONDUCT OF MEETINGS

a. President.  The President of the Association shall preside over the meetings of the Members or, in his absence, the Vice-President presides over the meeting of the Members. In the case the Vice-President is unavailable the Secretary shall preside. If the Secretary is unavailable then the President will choose someone to preside at the meeting.

b. Secretary of Meetings.  The Secretary of the Association shall act as the secretary of all meetings of Members provided that, in his or her absence, the President of the Association shall appoint another person to act as the secretary of the meetings.

c. Rules of Order.  Robert’s Rules of Order, as may be amended from time to time, shall govern the meetings of Members insofar as such rules are not inconsistent with or in conflict with these Bylaws.

ARTICLE IV. BOARD OF DIRECTORS

SECTION 1. NUMBER AND TITLES

The Board of Directors shall consist of five (5) Members elected by the Members at the Annual Meeting. The Board of Directors shall elect Officers. Officers elected by the Board shall be President, Vice-President, Secretary, Treasurer and Member-At-Large. They shall also be known as the Officers of the Board of Directors.

SECTION 2. QUALIFICATION

The Board of Directors shall also be Members of the Verde Valley Flyers.

SECTION 3. TERMS OF OFFICE

The Board of Directors shall be elected by the Members at each annual meeting of the Members as prescribed in Article III Section 2 of these Bylaws. Board of Director Members shall serve a two year staggered terms. Board of Director Members shall not be limited on the number of Terms served. Any Director may resign at any time on written notice to the President or Vice President of the Board. All vacancies on the Board of Directors shall be filled for the duration of that Director’s term by selection and vote by the Board of Directors.

SECTION 4. DUTIES OF OFFICERS

a. President. The President shall preside at all meetings of the Board of Directors and Members. He/She shall sign in the name of the association all correspondence committing or in any way binding the Association. He shall coordinate the activities of the Association and promote the general welfare of the Association; shall appoint all Committee chairs (with the approval of the board) unless otherwise specified; shall carry out the collective wishes of the Members. He/she shall issue checks in the absence of the Treasurer and perform such other duties as specified in Robert’s Rules of Order.

b. Vice-President.  The Vice-President shall perform the duties of the President in the absence or disability of the President and in such event shall be vested with his powers.

c. Secretary.  The Secretary shall handle all correspondence, maintain a register of Membership, and keep a book of minutes of the meetings. The book and records shall be open to inspection by any Member at any reasonable time.

d. Treasurer.  The Treasurer shall exercise general supervision of the business affairs of the Association and collect all fees, dues and assessments. He/she shall issue checks as authorized to satisfy obligations of the Association.  The book and records shall be open to inspection by any Member at any reasonable time.

SECTION 5. DUTIES OF THE BOARD.
It is the responsibility of the Board of Directors to formulate and adopt policy for the Association with the approval of the Membership. This policy involves general direction and activity of the Association. The Board shall be required to authorize the expenditure of any funds not budgeted and may, at its discretion, select an auditor to conduct an audit of the organization’s books.

SECTION 6.  BOARD MEETINGS

Meetings of the Board of Directors shall be called at on a monthly basis or as determined by the Board of Directors. The transactions of any meeting of the Board of Directors however called and noticed or, wherever held, shall be valid if a majority of the Officers are present.

SECTION 7. QUORUM

The Quorum requirement for all Board of Director Meetings shall be 51% of all Board members at all Meetings of the Board.

ARTICLE V.  COMMITTEES

The Board of Directors shall appoint all Standing, Ad Hoc and other Special Committees.

a. Board Members are not precluded from serving as Chairman or Members of a Committee.

b. All Committees shall be confined to their area of concern and shall make recommendations to the Board of Directors for action.

ARTICLE VI. AMENDMENT OF THE BYLAWS

a. These Bylaws may be amended by the Membership by a vote of fifty-one percent (51%)of the Membership.

b. Proposed Amendments may be submitted by a Bylaws Committee or the Board to the Membership for approval.

c. An Amendment shall be in effect immediately upon conclusion of the voting unless otherwise provided within the amendment itself and shall be announced in the organization newsletter to the Membership as soon as practicable after its adoption.

d. Bylaw changes must be submitted to the Membership in writing 30 days prior to the meeting in which a vote is taken. The Bylaw change must reference the Bylaw in original form along with the change.

ARTICLE VII. ASSOCIATION RECORDS AND REPORTS

SECTION 1. RECORDS

The Association shall keep adequate and correct records of accounts and minutes of the proceedings of its Members, Board and Committees of the Board.  The Association shall also keep a record of its Members, giving their names and addresses. The minutes shall be kept in either written form or in any other form capable of being converted to written form.

SECTION 2. ANNUAL REPORT

The Board shall cause an annual report be inserted into the organizational records and made available to the Members by request. The fiscal year shall be based on the calendar year. The report shall summarize the principal activities of the Association and shall include a financial report from the Treasurer

ARTICLE VIII.  ON DISSOLUTION

Upon the dissolution or winding up of the Association. Its assets shall be distributed as follows:

First: payment or provision for payment of all debts and liabilities of this Association.

Second: remaining assets shall be distributed to a nonprofit fund, foundation or Association which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.