Constitution and By-Laws Wabash Valley Soaring Association, Incorporated
Article 1 Name: The name of this organization shall be the Wabash Valley Soaring Association, Incorporated. Article 2 Purpose: The purpose of the organization shall be to instruct members in the art of motorless flight  and to construct, own, and maintain gliders, sailplanes, and other equipment used in connection with them, to conduct and participate in national and regional flight contests, and to conduct all the transactions necessary and incidental  to the foregoing, but not for profit. It shall be the aim of the organization to advance the art of gliding and soaring both locally  and nationally. It shall also be the aim of this organization to promote air safety among its members and all others with whom they will be in contact. Article 3 Membership: The membership shall consist of active and associate members. Active members shall be those members who carry a vote in the business meetings and have all flight privilege and all other privileges of the organization. Any person desiring to express an interest in the organization may be admitted to the associate membership by a majority vote of the Board of Directors. An associate membership entitles the member to all activities, except solo flight in club soaring equipment, but shall be a non-voting member. Any member may be expelled or suspended by a vote of two thirds of the Board of Directors at an regular meeting of the Board, provided the expulsion is for cause, which may include among others, non-payment of any membership charge for activities, due to organization. Expulsion or suspension will take effect  as of the date of the mailing of the notices of expulsion or suspension  and be within five  (5) days after action has been taken by the club. Charter members shall be deemed to  be  the 20 most senior in longevity of membership  fully paid active members of the Club and they shall be shareholding club members of club owned equipment. The secretary and Treasurer shall , from time to time , publish a list of charter members as determined from the records of the Club. Termination of active membership for any reason shall automatically sever and terminate any and all rights of charter members. Article 4 Meeting: An annual meeting for the purpose of corporate business shall be held at least once each fiscal year after the first day of January and before April 30, the place and hour to be designated by the Board of Directors. Other meetings of the members may be held at such times as the President of the Board of Directors my be determine, or by the Secretary upon written notice of any (5) active members in good standing. When so called by the Secretary, notice shall be given by mail to all active members in good standing, but shall be issued at least one week preceding the meeting. Article 5 Business Direction: The government of the WVSA, Inc. shall be vested in a Board of Directors who shall be nominated and elected in such a manner as may be prescribed. The Board of Directors shall have the power in the name of the corporation to sue and be sued, purchase, hold, sell, lease or mortgage both real and personal property, to incur debts, to borrow money, giving therefore notes of the corporation signed by one or more officials duly authorized by the Board of Directors for that purpose, and may enter into contracts of any kind furthering the purpose of the WVSA, Inc. In general, all business affairs shall be conducted by the Board of Directors, including from time to time the establishment of initiation fees, dues, flight fees, tow fees and assessments. Article 6 Amendments: The Constitution and By-Laws may be amended by the majority of the members in good standing in attendance, in person or by proxy, at any regular membership meeting called for that purpose, provided that such proposed amendments shall be plainly stated in the call for the meeting at which they are to be considered. Due notice by mail to every member of any meeting at which such amendments are to be considered must be given at least ten (10) days prior to the time of the meeting. Article 7 Enactment: The Constitution and By-Laws and any amendments thereto shall be effective immediately following adoption by a majority vote of the members of the Wabash  Valley Soaring Association, Inc. present at a meeting duly called for the purpose; and when so adopted, shall supersede all previous Constitution and By-Laws thereto which are hereby annulled. Article 8 Board of Directors: The government of the WVSA, Inc., the direction of its work, and the control of its property shall be vested in the Board of Directors, consisting of seven (7) directors, who shall be elected as hereinafter provided. The Board may adopt rules, regulations and policies for conducting the business of the Association. The Board shall submit at the annual meeting a report of the finances of the organization. The Board shall elect from its membership a president, who shall preside at all membership and board meetings, and one or more vice presidents. The Board shall appoint a treasurer and a secretary. In the first quarter of each year, the President shall appoint a nominating committee consisting of not less than three members. The nominating committee shall nominate enough candidates to fill vacancies in the Board of Directors and these directors when selected will serve three (3) years. Each of the nominees shall be selected by at least a majority of the nominating committee. The Secretary shall cause to be mailed each voting member of the WVSA, a ballot whereon is designated the nominees for the Board of Directors. Provisions shall be made on the election ballot for write-in nominations. The candidates receiving the highest number of votes shall be designated as members of the Board of Directors. Unexpired vacancies occurring on the Board may be filled by the Board for the unexpired term. A majority of the Board of directors shall constitute a quorum at any meeting. Article 9 Officers: Within ten (10 ) days after the annual election, the Directors shall meet and elect officers for the ensuing year, a president and one or more vice presidents, and appoint a secretary and a treasurer. The term of office of the officers shall be for one year, or until there successors are duly elected and qualified. The duties of the officers shall be such as their tieles, by general usage, WOULD INDICATE, AND SUCH AS ARE REQUIRED BY LAW, AND SUCH AS MAY BE ASSIGNED TO THEM, RESPECTively by the Board of Directors from time to time. The President shall be the presiding officer of the WVSA. He shall perform all duties incident to this office and advise such action as might be deemed by him to be for the good of the association. The Vice President shall act in the absence of the President. The Treasurer shall receive and disburse on order of the Board of Directors the funds of the WVSA, and keep books of accounts. He shall keep all monies of the WVSA deposited in its name. Each month he shall make reports to the Board of Directors on the conditions of the finances of the organization. He shall submit a financial statement at the close of each year. He shall perform such duties as maybe incident to his office, subject to the direction of the Board of Directors. It shall be the duty of the Secretary to conduct the official correspondence, preserve all books, documents, and communications, and maintain an accurate record of the proceedings of the WVSA, and the Board of Directors. Article 10 Committees: The President shall appoint all committees, subject  to confirmation by the Board of Directors. It shall be the function of the committees to investigate and make recommendations. No committee , standing or special, shall have power to commit the WVSA on any matter of general policy. It is the intent of this section to provide that committees shall have the Authority to decide matters of interest to such committees only and to recommend to the Directors for decision all matters affecting the WVSA as a whole. From any committee both majority and minority reports may be submitted to the Board of Directors. Meetings of committees may be called at any time by the President or the Chairmen of such Committees. The Executive Committee shall be composed of the President, the Vice Presidents, the Treasurer, and the Secretary of WVSA. In the interim between meetings of the Board, the Executive Committee shall have charge of the routine business of the WVSA. Article 11 The WVSA shall operate on a calendar year. Article 12 Responsibility of the pilot: Flight rules will be specified by the Board of Directors and will be posted. All pilots on a solo basis are responsible for the aircraft in which they are the pilot in command. Damage to club equipment will be the responsibility of the club to repair and the repairs will be paid out of club funds but the first $500.00 of the cost of repairs will be charged to the pilot in command. All FAA regulations as well a Bi State Authority regulations governing operation of all club equipment will be considered as rules of the Wabash Valley Soaring Association, Inc. Article 13 Parliamentary Procedure Roberts “rules of Order” shall be the parliamentary guide and shall  govern the proceedings of the WVSA, the Board of Directors and the committees when not in conflict with the specific provisions of these By-Laws. Article 14 Referenda: Upon request in writing of 10% of the members in good standing, the Board of Directors shall , or upon its own initiative may, submit a question to the members for a mail referendum vote, the ballot for such a vote to be accompanied by briefs stating both sides of the question. When so stated in the request, action taken therein by the membership shall be final. Article 15 Incorporation: The Wabash Valley Soaring Association, Incorporated, shall be incorporated under the Illinois laws governing incorporation of a not-for-profit organization. Article 16 The Secretary shall furnish copies of the Constitution and By-Laws to the active members and shall supply notice of any amendment within two (2) weeks of adoption.