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Kitty Hawk BOD Mtg Complete

 Nags Head, NC --

  Saturday morning saw the Fall Board meeting completed with attendance by all but two Directors. The Kitty Hawk venue allowed joint attendance with the National Soaring Museum's Barnaby Lecture activities and the celebration of Soaring100.

  Business items concluded were election of 2012 Officers. Al Tyler will serve as Chairman, David Pixton as Treasurer and first Vice Chair, Frank Whiteley as Secretary, and Diane Black Nixon and Ken Sorenson as Vice Chairs to fill the Executive Committee.

  Directors at Large were elected as  Howard Banks, Dianne Black Nixon,  Burt Compton, Art Greenfield for NAA,  David Pixton, Ken Sorenson, Peter Smith for 2012.

  Group insurance plan coverage improvements were noted as private pilot towing coverage, reciprocal site towing coverage, non-named pilot warranty for towing, winch coverage ( which has not been utilized), and resumption of higher levels of  claims-free discounting.

  In contest news, there was discussion of insurance liability limits for entrants and staffing mechanics for confirmation of levels of coverage.

  The  Soaring Magazine readership survey is still underway until October 30.

  Soaring Safety Foundation's report included a discussion of human factors and decision making training as primary components of the 2011 accident rate. The Reno Convention will see a safety stand down to invite member participation in brainstorming and discussion of products or programs to increase safety culture in coming seasons and all operations. Burt Compton was reelected as a Trustee of the SSF for another three year term. Quite a long discussion covered many aspects of training and safety and accidents of the 2011 season, and how the Board and SSF can increase opportunities to alter the safety culture around the nation.

  The SSA Foundation reelected Penn Smith and John Godfrey as Trustees of SSA's investments for three year terms. Directors and Officers insurance will be purchased to cover those trustees while managing the SSA's assets.

  The League of Silent Flight was accepted as an SSA Affiliate.  The movie project titled Cloudstreet for PBS distribution was offered a conditional grant pledge. The amended Strategic Plan for 2012-2016 was adopted by the Board. A committee will be established to review the topic of headquarters location.  The Hall of Fame nominations were accepted as presented, and will proceed in a mailing to members-of-15 years-or-longer-affiliation for ratification. The report from the 2011 Annual Meeting committee was received with thanks for the group's service.

  The next Board meeting will be held in Reno, Nevada in conjunction with the  2012 Convention.

C. Brickner

Posted: 10/22/2011


OLC Seeks US Pilot Comments

    Hello glider pilots in America: How are you today?

    There is no doubt, the SSA-OLC is continuing on its way upwards.
Last year, we had nearly 1,000 competitors - this year there are significantly more than 1,000 competitors (as of the Sept. 19, 1,186).

    But the SSA-OLC is not only a very successful decentralized glider competition, it should also be a platform for the US glider community.   In order to make the site more lively, please feel free to write any interesting remarks you have about your flight in the 'comment pilot' field when you claim your flight (round about 50 words, or more, would be very nice).

     A few hours later, we will copy the most interesting comment of the day and upload it to on the main OLC site in the 'NEWS' section. Perhaps we will complete the comment with showing the flight track. This is your chance to tell the 'world of soaring' what a great flight you had.

    We think this is a good step to bring more activity in the SSA-OLC scene.       Enjoy the OLC!  -- Reiner Rose

Posted: 9/24/2009


The SSA Three Year Strategic Plan 2009-2011

THE SOARING SOCIETY OF AMERICA, INC.
THREE YEAR STRATEGIC PLAN
2009-2010-2011
 
PURPOSE
The purpose of the Soaring Society of America is to foster and promote the sport of soaring in the United States.
 
MISSION
The SSA will promote and support the sport of soaring by providing services and benefits to the SSA membership in the United States in the following areas:
  1. Marketing and promotion of the sport both to the flying community and to the public at large.
  2. Representing the soaring movement to local, national and international governments, air sporting organizations and aviation groups.
  3. Support the financial stability of the sport by providing an insurance program for SSA members.
  4. Organizing, supporting and rewarding both individual and group competitive soaring activities.
  5. Providing channels for effective communication between all individual and organizational elements of the sport.
  6. Sponsoring and supporting safety and training programs intended to enhance the sport.
  7. Support the Mission by conducting operations in a financially responsible manner and by building endowment funds to support the Mission into the future.
  8. Provide other services and benefits, not expressly enumerated herein, that are consistent with the Purpose of the SSA and that are within the capabilities and resources of the SSA.
 
GUIDING PRINCIPLE
It is a guiding principle of the Soaring Society of America that, in accomplishing its stated Missions, SSA staff, leadership and volunteers will conduct all activities in a professional and ethical manner and will exercise all fiscal and fiduciary responsibilities in a manner consistent with best business practices.
 
OBJECTIVES and STRATEGIES
The following objectives, and their accompanying strategies, are to be treated as the highest priorities for action by the Soaring Society of America leadership, staff and volunteers, for accomplishment during this planning period.
 
1. MARKETING AND PROMOTION OF THE SPORT
  A. Objectives and Goals
    a. Reverse the decline in SSA membership by achieving a real growth in SSA membership during calendar year 2009.
    b. Increase SSA membership to 12,100 total members by the end of calendar year 2011 (an increase of approximately 300 members over membership level at end of 2008.)
  B. Strategies
    a. The SSA Chairman will appoint a Marketing Task Force to develop effective marketing tools and to assist in implementing them.
    b. Develop a marketing plan for national publicity and exposure for the sport.
    c. Develop a marketing plan that targets Soaring pilots who are not currently SSA members.
    d. Develop a marketing plan that targets licensed pilots who are not currently soaring pilots.
    e. Develop marketing methods and strategies for local marketing of soaring to the general public in conjunction with SSA Clubs, Chapters, and Business and Commercial Operator members.
    f. Support third-party efforts to publicize the sport, such as soaring videos.
2. REPRESENTATION OF THE SPORT
  A. Objectives and Goals
    a. Insure that the SSA's voice is heard by the appropriate representatives of the Federal Aviation Administration (FAA), other United States regulatory agencies and U.S. state and local agencies whose authority may impact the soaring community.
    b. Insure that SSA has an effective national voice within the National Aeronautic Association.
    c. Insure that SSA has an effective voice within the international gliding community, including within the FAI and the IGC.
    d. Insure that SSA has an effective liaison with U.S. based commercial and non-profit aviation-related groups such as AOPA, EAA and other sport aviation organizations.
  B. Strategies
    a. The Board of Directors will appoint volunteers who are effective advocates for SSA at the FAA, NAA, FAI, IGC, OSTIV and RTCA.
    b. The Board of Directors will reach out to other sport aviation groups and will seek ways to cooperate with such groups in publicizing and expanding sport aviation, including soaring.
    c. SSA will consider participation in aviation related expositions/airshows as funds and volunteer resources permit and where an appropriate benefit to SSA can be realized from such participation.
3. PRESERVE SSA'S INSURANCE PROGRAM
  A. Objectives and Goals
    a. Protect and continue SSA's group insurance program, available to SSA members as a membership benefit.
    b. Educate and inform SSA members of the value and benefits of SSA's insurance group program.
  B. Strategies
    a. The Board of Directors shall appoint an SSA member, who is experienced in insurance matters, to serve as the Board's representative with the provider of SSA's group insurance program.
    b. With the assistance of SSA's insurance representative, at least once every two years, the Board of Directors shall formally evaluate the competiveness and effectiveness of the insurance program.  The first such formal evaluation shall take place no later than the fall 2009 BOD meeting.
4. FOSTER CROSS-COUNTRY AND COMPETITIVE SOARING ACTIVITIES
  A. Objectives and Goals
    a. Continue to support formal soaring competitions in the United States.
    b. Continue to support formal soaring competitions internationally.
    c. Continue to support participation in FAI badge and record cross-country flying.
    d.      Support and promote non-traditional competition among soaring pilots through the On Line Contest (OLC) and other vehicles for competition.
  B.     Strategies
    a. Through the SSA Contest Committee, provide organizational support to all phases of soaring competition.
    b. Foster cross-country soaring by promoting the SSA FAI badge and records programs and by providing organizational support for those programs.
    c. Increase SSA member participation in the OLC by promoting the OLC in Soaring magazine and on the SSA website, and by developing on-line information and instructional materials.
5. STRENGTHEN CHANNELS OF COMMUNICATIONS AMONG SSA MEMBERS
  A. Objectives and Goals
    a. Maintain and improve the quality and value of SSA's flagship printed publication, SOARING magazine.
    b. Explore ways to make publication of SOARING magazine more profitable.
    c. Improve the usefulness of the SSA website to both SSA members and to the public at large.
    d. Maintain an outreach to SSA members through electronic communications, such as E-News.
  B.     Strategies
    a. Improve SOARING magazine by:
      i. Establish an effective Editorial Review Board for the purposes of (1) assisting the editor in obtaining quality content for the magazine, (2) reviewing all articles for technical and scientific accuracy, and (3) otherwise assisting the editor to improve the overall content of the magazine.
      ii. Insuring that all articles are carefully proofread.
    b.      Improve the SSA website by:
      i. Complete the existing project to scan back issues of SOARING magazine and make them available on the SSA website.
      ii. Complete the existing project to put sailplane directory on line.
      iii. Continue to look for initiatives to make website more useful to the membership.
    c. Use E-News to advise SSA members of time-sensitive information regarding soaring events and activities, such as monthly reports to the membership on finances and on soaring accomplishments.
6.      SAFETY AND TRAINING PROGRAMS
  A.     Objectives and goals
    a. Promote safety in soaring through pilot education, program development, information dissemination, and publication of accident statistics.
    b. Development and maintain the ABC & Bronze Badge training program and appoint SSA instructors.
    c. Review training manuals, develop procedures, and disseminate information related to training glider/motorglider pilots and flight instructors.
    d. Attend and participate in, OSTIV TSP & SDP meetings, including presenting papers at OSTIV Congresses.
    e. Communicating and coordinating with, other countries, their regulatory agencies and other entities such as ICAO Panels, FAI, IGC, EGU, SAE, RTCA, EUROCAE, regarding matters relevant to safety and training activity.
  B. Strategies
    a. Insure that the Trustees appointed to the Soaring Safety Foundation are diligent individuals who are dedicated to improving the safety record of soaring in the United States.
    b. Generate and disseminate via mailings, SOARING magazine, video, and the web site safety-oriented material for publication and use by chapters, clubs, glider instructors, SSA members, and other individuals.
    c. Conduct and provide instructor revalidation clinics, seminars on safety, and site surveys at conventions and elsewhere.
    d. Collect and evaluate accident data from NTSB, FAA and insurers.
    e. In conjunction with the SSA Government Liaison subcommittee and other SSA subcommittees deemed appropriate.
      i. Communicate with US Government aircraft and pilot certification officials and US Government aviation and safety agencies on safety and training matters to formulate and interpret regulatory material.
      ii. Develop and propose recommendations for changes in aviation and safety regulations, including installation, utilization, and training criteria for transponders and other technological developments such as heads-up displays, cockpit display of traffic information, and automatic dependent surveillance broadcast systems.
      iii. Identify technical and other changes which might be useful to improving the safety of soaring and develop the means of implementation and training thereof.
    f. Consider ways to harmonize worldwide issues relating to training and safety.
7. FINANCIAL MANAGEMENT
  A. Objectives and goals
    a. Maintain the books and records of the SSA, including all subsidiary groups of the SSA, in accordance with proper accounting rules and procedures.
    b. Insure proper budgeting and cash management of the SSA's financial affairs.
    c. Preserve the financial integrity of SSA's financial activities by insuring that proper accounting controls are in place.
    d. Provide membership with timely and meaningful information about SSA finances.
    e. Preserve and increase the financial resources available to support SSA and its Mission through fund raising activities.
  B. Strategies
    a. Engage a reputable public accounting firm to perform an audit of SSA's books and records annually, as required by SSA's bylaws.
    b. Provide quarterly financial reports (income statements and balance sheets) of SSA financial operations to the membership not later than 60 days after the end of each fiscal quarter.
    c. Conduct yearly fund raising activities within the SSA membership through annual Eagle Fund campaign.
    d. Complete and implement a comprehensive manual of accounting and financial practices to insure uniformity of procedures and to avoid loss of institutional knowledge when key personnel leave the organization.
    e. Revitalize fundraising mission and efforts by SSA Foundation.
    f. Be open to opportunities to raise funds by providing naming opportunities for endowment and unrestricted gifts.
 

SIGNATORIES

Phillip C. Umphres
   Chair

Al Tyler, Cindy Brickner, John P. Dezzutti, David Pixton
  Vice Chairs

Denise Layton
  Chief Administrative Officer

Posted: 1/30/2009


SSA Board Meets in Windy City

Current and previous Board Members in Chicago.

Left to Right:  Kellet, Gaffney, Compton, Smith, Tyler, Brickner, Newill, Short, Northcraft, McDaniel, Umphres, Smith, Pixton, Black-Nixon, Dezzutti, O'Callaghan, Sorenson, Weck, McLaughlin.

   The Soaring Society Board of Directors met this week Friday (1/23/09)outside O'Hare Airport to conduct semi-annual business of the Association.  On hand were nearly all board members, and Trustees of the SSA Foundation, and the Soaring Safety Foundation.

   The Annual General Membership meeting was held for informational reports, and the presentation of awards.  Additional awards will be presented at regional venues in this off year of Convention scheduling. Expect a full Awards report in Soaring Magazine.

   Chairman Umphres conducted the Board business in a brisk fashion, yet entertained discussion on items of the 2009 proposed budget, international and domestic rulemaking by agencies, production of Soaring Magazine, contest rules changes, the submission of the US bid for hosting a 2012 World Championships in the US, and member services programs for the coming year. The 2010 Sports Nationals bid was approved for Parowan, Utah.

   The Board approved Bylaw changes resulting from the contraction of Board size due to restructuring and administration.  They acknowledged the changes of terms associated with a gift, and declined to accept the changed terms.  Following the business meeting, the Board joined other members for the awards presentation.

   Past Chairman Dianne Black-Nixon of three terms was presented a retirement gavel.

   Staff Accounting Manager Judy Black was awarded an Exceptional Service notation for reconstructing the financial records of the Association.   Dave Newill was awarded for service in growth and promotions committee efforts. The Sunflower Airport Gift Task Force members were presented with Certificates of Appreciation. 

   Youth members Trace Lewis, Sylvania Soaring Club, and Brad Towne, Caesar Creek Soaring Club,  were honored with Kolstad Scholarships, to further their education in Aeronautics and Mechanical Engineering respectively.

L to R: Umphres, Lewis, Towne, Tyler

   Chris O'Callaghan made a presentation on AOPA's initiative called "Let's Go Flying".  SSA is being invited to partner with AOPA on aspects of this program.  AOPA's focus will not be primarily on creating members, but on initiating student starts in all categories of flying.  This week an AOPA web story premiered aspects of soaring flight of value to all aviators, related to the airliner water landing of last week.  http://www.aopa.org/training/articles/2009/090122gliders.html?WT.mc_id=09012

   Lt. Col. Pravecek, the current manager of the USAFA Soaring Training Program, brought members a current review of equipment and curriculum of programs and advancement and leadership skills achieved in the flight-training program at Colorado Springs.  Each year, about 1100 incoming cadets receive an introductory flight.  Of those, nearly 550 achieve the completion of the 14-flight training program with 20% soloing.  Cadet instructors may upgrade through an 80-flight program, 72 dual, 8 solos, and each semester's 40 new trainers join the sophomore trainers to conduct 94% of the annual 16,500 glider flights.  The current Academy fleet is based on 15 L-13s, a few L-13 Acros and a few Duo Discus and Discus B sailplanes.  The conclusion?  

  " The Academy glider training program turns cadets into air-power advocates."

  Scoffing-at-Winter wardrobe-award recipient was Region 7 Director-at-Large Weck, who arrived in a Hawaiian print short-sleeved shirt for the meetings.  Brrrr.     

 

C. Brickner, Secretary

Posted: 1/29/2009


WSPA Training Scholarship for June 6-12 NV Thermal Camp

The Air Sailing Thermal Camp, Reno, Nevada, has offered a scholarship which would pay the $250 Thermal Camp registration fee for any woman glider pilot who:

- holds at least a Private Glider Rating.

- brings her own ship, borrows or rents a ship from another

 gliderport or club.

- brings proof of insurance.

- makes an application to Neita Montague neitalibelle@aol.com with a letter or email listing name, address, email address, Private Glider Certificate Number and a statement that she has (or access to) a glider and will be bringing it, has insurance for said sailplane and writes a paragraph describing her interest in soaring, her goals and her purpose for applying.

The Thermal Camp will take place June 8 through 12, 2009 at Air Sailing Gliderport north of Reno, NV.

Go to www.nevadasoaring.com for information about the Thermal Camp. There is camping space available and trailers to rent, provided you reserve early at www.airsailing.org .

Posted: 1/19/2009


Montana Aeronautics Convention March 5 - 7, 2009

Each year the Montana aviation community holds a convention, which this year will be at the Holiday Inn Convention Center in Billings, Montana, March 5-7, 2009. Sterling Starr will be displaying his LS-6c on the convention floor, and will be making a Powerpoint presentation on "SOARING IN MONTANA".

The presentation will explain soaring, including types of sailplanes, types of lift, soaring activities, including racing and record-setting, soaring sites, commercial and club operations in Montana, and tell about SSA and our State governor/recordkeeper. It will conclude with a five minute video of a SeeYou recording of a State record attempt flight. Hopefully this will generate some interest and enthusiasm for our sport in this area!

The Hobbs office can supply materials to assist in public outreach programs.  -- CB

Posted: 1/13/2009


Bylaws of the Soaring Society of America Inc. 09/08

(as amended to September 27, 2008)

ARTICLE I - NAME - PURPOSE

SECTION 1 - The name of the Society is THE SOARING SOCIETY OF AMERICA, INC.

SECTION 2 - The purpose of the Society is to foster and promote all phases of gliding and soaring.

ARTICLE II - MEMBERSHIP AND AFFILIATION

SECTION 1 - The membership of the Society shall consist of the charter members and all individuals whose applications for membership have been accepted by the Society.

SECTION 2 - Membership in the Society shall be by application on a form provided by the Society. Classes of memberships shall be as follows:

  • Member
  • Associate Member
  • Youth Member
  • Family Member
  • Business Member
  • Sponsoring Member
  • Life Member
  • Introductory Member
  • Honorary Member - A person who has made a substantial contribution to the furtherance of the activities of the Society. Honorary Members shall have a life tenure without payment of dues but shall be entitled to all of the privileges of a regular Member of the Society, including the right to vote, plus a free subscription to SOARING. Honorary Members shall be selected by the affirmative two-thirds vote of the whole Board of Directors at a regular meeting thereof.

Dues, services and privileges shall be reviewed and established by the Board of Directors at their discretion by a two-thirds vote of the whole Board of Directors and will be published in SOARING magazine, the official journal of the SSA.

SECTION 3 - There shall be a special class of membership designated as a Chapter. A Chapter shall be an approved organization that has at least seven voting members of SSA and in which all other members hold some grade of SSA membership.

SECTION 4 - Affiliates and Divisions: National organizations engaged in special aviation or soaring activity may be admitted to SSA as affiliates or divisions by action of the SSA Board of Directors. The manner and extent to which they shall function shall be defined by written agreement between the SSA and the applying organization. Membership in an affiliate or division will not provide de facto membership in the SSA. Organizational admittance and the written agreement shall each require approval by affirmative vote of two-thirds of the whole Board of Directors.

A) Affiliate: An organization engaged in an aviation activity which is in accord with one or more aims and purposes of SSA but which activity is not a particular functional designation for SSA from FAI/NAA.

B) Divisions: An organization engaged in a specialized soaring activity and which organization has been designated by SSA to act as administrator for such activity.

Except as provided herein and by separate written agreement, each shall respectively govern its own affairs, establish and implement its own policies and be fiscally and administratively independent. SSA shall not be responsible nor accountable for the actions nor obligations of affiliates or divisions nor their officers or members. Affiliates and divisions, by reason of such designation, agree to conform to SSA's Bylaws and NAA Divisional Agreement, and in default thereupon to be liable to suspension or revocation of affiliate or division status.  All members of Affiliates are encouraged to become members of the SSA, but 100% SSA membership is required for a Division, except as provided for in each affiliating agreement.  The document of agreement shall specify the contact point within the SSA for the purpose of conducting such business as may be necessary between the organizations. If not specified, the Chairman of the Affiliates and Divisions Committee will also be the responsible party for the SSA.  He will also draw up the document of agreement and submit it to the Board of Directors for approval. The chairman of the Affiliates & Divisions Committee will review and maintain a current copy of the Affiliates & Divisions By-laws and Certificate of Incorporation and see that the SSA also has current copies.

SECTION 5 - Directors, Officers, Board and Committee Members, Staff, or any other Society member or persons acting under direction on behalf of the Society, may be reimbursed for legal expenses and claim awards, incurred by them within the course and scope of their duties.

ARTICLE III - MEETINGS

SECTION 1 - The annual meeting of the Society for the purpose of conducting such business as may properly come before said meeting shall be held at a time and place to be selected by the Directors. Written notice of the time, place, and purpose of such meeting shall be mailed to each Member not less than ten nor more than sixty days before the meeting.

SECTION 2 - Special meetings of the Society may be held after due notice, but no business other than formal business shall be transacted unless set forth in the notice, and the Secretary shall call such meetings at the request of four (4) Directors, at a meeting of the Board, or written request of four (4) Directors.

SECTION 3 - At all meetings of the Society there shall be present, either in person or by proxy, five Members in order to constitute a quorum.

SECTION 4 - Deliberations of the Society shall be governed by the latest edition of Robert's Rules of Order, except where requirements for majorities and methods of voting are elsewhere stated in the Bylaws. The presiding officer may appoint a parliamentarian to advise in the conduct of deliberations.

ARTICLE IV - DIRECTORS

SECTION 1 - The affairs and business of the Society shall be governed by a Board of Directors consisting of up to the number of Regional Directors established by Section 1A of this Article IV (but not less than three) Regional Directors and (subject to the provisions of the immediately following paragraph) seven Directors-at-Large. Regional Directors will be nominated and elected by the membership in the region in which they reside. Except as provided by Section 1A of this Article IV, Regional Directors will serve a three year term. The Directors-at-Large shall be elected by the Directors and shall serve for a term of one year. All Director terms shall commence on January first of the year following their election. One of the nominees for Director-at-Large shall be recommended by the National Aeronautic Association ("NAA") and, subject to being acceptable to the Directors, be elected by the Directors. A slate of standby Directors-at-Large, except for the NAA representative, may be elected, who are to take office in the order of their standing in such vote when Directors-at-Large vacancies occur.

In addition to the above-specified Directors, during the year immediately subsequent to his retirement, the retiring SSA Chair shall be a Director-at-Large if he will not otherwise be serving as a duly elected Director.

The Board of Directors shall divide the United States and other areas at its discretion into regions for the purpose of the election of Regional Directors. These regions will be delineated so as to give consideration to population density of the Society's Members and soaring operational patterns.

Regional Directors shall be nominated and elected only in those regions where there is a vacancy.

No Regional Director may be nominated for re-election until he has less than one year of his unexpired term to serve. At the time of nomination, election and during his term of office, each Director must be a voting member of the Society in good standing.

Any Member can nominate one Member for each position needing to be filled in his region. Each Member nominated by three or more Members from his region will, subject to the nominee having accepted such nomination in writing, have his name placed on the election ballot. The ballot, and ballot form, shall not make provision for a write-in nominee or nominees.

Annual elections under this Section shall be conducted by mail at such time as to be completed prior to the annual meeting of the Board of Directors, provided that in the event of there being an unopposed candidate duly nominated for any region, that candidate will be deemed to be elected a Regional Director for that region without the need for a mailed ballot.

In the case of a tie vote between two or more candidates in the same region, there shall be a runoff election between the candidates who were tied.

A person who holds office as a Regional Director or Director-at-Large may be elected, by the affirmative vote of two-thirds of the Directors present and voting, to be an Honorary Director of the Society if, in the opinion of those Directors voting, such person has made an outstanding contribution to the Society. An Honorary Director shall hold office for life, or until such time as he/she shall resign or have his/her appointment terminated by a majority vote of the Board of Directors. An Honorary Director shall be entitled to receive notice of, attend, and speak at meetings of the Board of Directors, but shall not be entitled to vote, or be counted in calculating or making up a quorum, at or for a meeting of the Board of Directors.

SECTION 1A - Transitional Provisions

(1)               General. The provisions of this Section 1A are intended to provide for the number of regions and the number of Regional Directors and their holding of office until the new Section 1 set out in Subsection (7) of this Section 1A becomes effective. The provisions of the foregoing transition Section 1 shall have effect subject to the provisions of this Section 1A so that in the event of any conflict or inconsistency between the foregoing transition Section 1 and this Section 1A, the provisions of this Section 1A shall take precedence and prevail over the foregoing transition Section 1, which shall be deemed to be and treated as amended to the extent necessary to give full force and effect to this Section 1A. The subsection captions in this Section 1A are for information only and do not form part of these Bylaws.

(2)               Effectively Immediately. Effective as of 2359 on the last day of the meeting which adopted this Section 1A, the Regional Director positions in Regions 5 and 12 vacant at that time shall be cancelled and cease to exist, so that Regions 5 and 12 shall then and thereafter have only one Regional Director position, and consequent upon such cancellation the number of Regional Director places shall thereupon be 18.

(3)               Effective in 2009. Effective as of January 1, 2009, except as otherwise hereinafter specifically provided -

(a)  Region 3 shall be merged into Region 1, which merged region shall then and thereafter be called ‘Region 1 and 3'; the merged region shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2009, no election shall be held in Region 3 in respect of any period after December 31, 2008, without prejudice to the authority of the Directors to fill a vacancy in Region 3 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2008.

(b)   Region 4 shall be merged into Region 2, which merged region shall then and thereafter be called ‘Region 2 and 4'; the merged region shall then and thereafter have two Regional Director positions; and in the period prior to January 1, 2009, no election shall be held in Region 2 in respect of any period after December 31, 2008, without prejudice to the authority of the Directors to fill a vacancy in Region 2 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2008.

(c)    Region 6 shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2009, no election shall be held in Region 6 to fill the remaining Regional Director position in respect of any period after December 31, 2008, without prejudice to the authority of the Directors to fill a vacancy in Region 6 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2008.

(d)   Region 7 shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2009, no election shall be held in Region 7 to fill the remaining Regional Director position in respect of any period after December 31, 2008, without prejudice to the authority of the Directors to fill a vacancy in Region 7 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2008.

(e)    Region 9 shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2009, no election shall be held in Region 9 to fill the remaining Regional Director position in respect of any period after December 31, 2008, without prejudice to the authority of the Directors to fill a vacancy in Region 9 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2008.

(f)     Consequent upon the cancellation of Regional Director positions pursuant to paragraphs (a) to (e) inclusive of this Subsection (4), the number of Regional Director places shall thereupon be to 13.

(4)        Effective in 2010. Effective as of January 1, 2010, except as otherwise hereinafter specifically provided -

(a)    Region 10 shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2010, no election shall be held in Region 10 to fill the remaining Regional Director position in respect of any period after December 31, 2009, without prejudice to the authority of the Directors to fill a vacancy in Region 10 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2009.

(b)   Region 11 shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2010, no election shall be held in Region 11 to fill the remaining Regional Director position in respect of any period after December 31, 2009, without prejudice to the authority of the Directors to fill a vacancy in Region 11 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2009.

(c)    Consequent upon the cancellation of Regional Director positions pursuant to paragraphs (a) and (b) of this Subsection (5), the number of Regional Directors shall thereupon be 11.

(5)        Reduction of Regional Director Terms of Office. In respect of the Regional Director elections to be held during the calendar year 2010 (in Regions 1 and 3, 2 and 4, 6, 9, 10 and 11), the Regional Directors elected to Regions 1 and 3 and 2 and 4 shall serve two-year terms ending on December 31, 2012, and the Regional Directors elected in the remaining regions shall serve three-year terms ending on December 31, 2013.

(6)        Effective in 2011. Effective as of January 1, 2011, except as otherwise hereinafter specifically provided, Region 2 and 4 shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2011, no election shall be held in Region 2 and 4 to fill the remaining Regional Director position in respect of any period after December 31, 2010, without prejudice to the authority of the Directors to fill a vacancy in Region 2 and 4 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2010.

(7)        New Section 1. Upon January 1, 2011, the provisions of the following new Section 1 shall be substituted for the provisions of the transition Section 1, which shall then and thereafter have no force or effect -

SECTION 1 - The affairs and business of the Society shall be governed by a Board of Directors consisting of up to 10 (but not less than three) Regional Directors and seven Directors-at-Large. Regional Directors will be nominated and elected by the membership in the region in which they reside. Except as provided by Section 1A of this Article IV, Regional Directors will serve a three year term. The Directors-at-Large shall be elected by the Directors and shall serve for a term of one year. All Director terms shall commence on January first of the year following their election. One of the nominees for Director-at-Large shall be recommended by the National Aeronautic Association ("NAA") and, subject to being acceptable to the Directors, be elected by the Directors. A slate of standby Directors-at-Large, except for the NAA representative, may be elected, who are to take office in the order of their standing in such vote when Directors-at-Large vacancies occur.

In addition to the above-specified Directors, during the year immediately subsequent to his retirement, the retiring SSA Chair shall be a Director-at-Large if he will not otherwise be serving as a duly elected Director.

The Board of Directors shall divide the United States and other areas at its discretion into regions for the purpose of the election of Regional Directors. Each region shall elect one Regional Director and the terms of the Regional Directors shall be staggered such that elections are held annually for approximately one-third of the Regional Director positions. These regions will be delineated so as to give consideration to population density of the Society's Members and soaring operational patterns. The number and delineation of regions will be reviewed by the Directors at least every ten years, during the year ending in zero, and the regions will be subsequently modified as needed giving consideration to population density of the Society's members and soaring operational patterns so as to ensure that no region has more than twice as many members as any other region.

Regional Directors shall be nominated and elected only in those regions where there is a vacancy.

No Regional Director may be nominated for re-election until he has less than one year of his unexpired term to serve. At the time of nomination, election and during his term of office, each Director must be a voting member of the Society in good standing.

Any Member can nominate one Member for each position needing to be filled in his region. Each Member nominated by three or more Members from his region will, subject to the nominee having accepted such nomination in writing, have his name placed on the election ballot. The ballot, and ballot form, shall not make provision for a write-in nominee or nominees.

Annual elections under this Section shall be conducted by mail at such time as to be completed prior to the annual meeting of the Board of Directors, provided that in the event of there being an unopposed candidate duly nominated for any region, that candidate will be deemed to be elected a Regional Director for that region without the need for a mailed ballot.

In the case of a tie vote between two or more candidates in the same region, there shall be a runoff election between the candidates who were tied.

A person who holds office as a Regional Director or Director-at-Large may be elected, by the affirmative vote of two-thirds of the Directors present and voting, to be an Honorary Director of the Society if, in the opinion of those Directors voting, such person has made an outstanding contribution to the Society. An Honorary Director shall hold office for life, or until such time as he/she shall resign or have his/her appointment terminated by a majority vote of the Board of Directors. An Honorary Director shall be entitled to receive notice of, attend, and speak at meetings of the Board of Directors, but shall not be entitled to vote, or be counted in calculating or making up a quorum, at or for a meeting of the Board of Directors.

(8)        Termination of Section 1A. Subject to the provisions of Subsection (7) of this Section 1A, the provisions of this Section 1A shall have no effect on or after January 1, 2011 and, without further action by the Directors, copies of the Society's Bylaws shall then and thereafter incorporate the provisions of the new Section 1 set out in Subsection (7) of this Section 1A in lieu of and in substitution for the transition Section 1, and shall omit this Section 1A.

SECTION 2 - Unless otherwise ordered, the Board of Directors shall hold two regular meetings; one, known as its annual meeting, for the purpose of electing officers, Directors-at-Large, and standby Directors-at-Large, and any other business that may arise, at such time as the Directors may designate within 120 days subsequent to each July first; and another within 90 days of each January first. In addition, the Board of Directors shall hold special meetings whenever called together by the Chair upon due notice given to each Director or by the secretary at the written request of four (4) Directors, the business of which shall be limited to that of the call.

SECTION 3 - At all meetings of the Board of Directors, the Chair, or in his absence, the 1st Vice-Chair, or in the absence of both, one of the Vice-Chairs chosen by vote of the Directors, shall preside.

SECTION 4 - At least one-third (1/3) of the number of Directors as fixed by these bylaws, shall be necessary to constitute a quorum for the transaction of business and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that if less than a quorum is present at a meeting, the Directors may adjourn from time to time, without further notice, but may not transact any business. There shall be no voting by proxy at any meeting of the Directors or any Committee thereof.

SECTION 5 - Any vacancy in the Board of Directors occurring during a term through death, resignation, removal or other cause, shall be filled for the unexpired portion of the term by vote of the remaining Directors or, if the Board of Directors so decides, by nomination and election in the manner set out in Section 1 of this Article IV. If it be a Regional Director vacancy it shall be filled within the region. Provided however if that vacancy is in respect of a Director-at-Large, that vacancy may be also filled by vote of the Executive Committee for the period until the next regular meeting of the Board of Directors, at which time the Board of Directors may vote to confirm the person whose was appointed by the Executive Committee to fill the vacancy, or appoint another person to fill the vacancy, in either case for the unexpired portion of the term.

If a Regional Director permanently moves his residence outside the region from which he was elected, he shall submit his resignation to the Board of Directors. If this resignation is accepted by the Board, the vacancy shall be filled for the unexpired term by a Member from that region who will be elected in a manner as determined by the vote of the Directors.

SECTION 6 - Notwithstanding the provisions of Section 1 of this Article IV, in the event of a Regional Director position not being timely filled pursuant to the procedure for nomination and election in the said Section 1, the Board of Directors may, in its absolute discretion, decide at a later date to hold a special election and call for nominations for any such unfilled position which shall then be filled by ballot (unless there is an unopposed candidate in which case, pursuant to the said Section 1, no ballot is required) in accordance with the provisions of the said Section 1. The term of any Director assuming office pursuant to the provisions of this Section 6 shall end on the same date that such term would have ended had that Director been elected pursuant to the provisions of the said Section 1.

SECTION 7- For the purposes of Sections 1 and 6 of this Article IV, the following provisions shall have effect. Notice calling for nominations for positions needing to be filled shall be given in Soaring magazine. The period during which nominations shall remain open shall be not less than one month from the date of publication of the call for nominations, for which purpose Soaring magazine shall be deemed to be published on the first day of the month specified in the issue in which notice is given. Upon completion of the nomination process, ballots shall to the extent practicable be accompanied with, in respect of each candidate, a photograph and a brief biography giving details of the candidate relevant for consideration of his/her qualifications to be elected as a Regional Director. The period during which the election shall remain open for receipt of completed ballots shall be not less than one month from the date that ballots are mailed to the voting members in the region concerned.

ARTICLE V - OFFICERS - THEIR ELECTION AND DUTIES

SECTION 1 - The Board of Directors shall elect from their number, or from any Directors-at-Large-elect, by a majority vote of the Directors present, if there is a quorum duly assembled, a Chair, four Vice-Chairs, a Secretary, a Treasurer, and such honorary officers as it may select. Upon the two-thirds affirmative vote of the whole Board, the Directors may elect any individual as President of the Society.  The candidate for Vice-Chair receiving the most votes under the weighted-vote system shall be designated as 1st Vice-Chair for the term of his office.  Each of said officers shall serve for a term of one year, or until their successors are elected, except for honorary officers which shall be for life or until such time as they shall resign or have their terms terminated by action of the Directors. The term of office for Officers of the Society shall conform to the designated fiscal year of the Society. All officers, except the President, Treasurer and the Secretary, must be directors throughout their terms of office. Officers-elect, except the President, Treasurer and Secretary, having less than one year to serve as elected Directors shall be elected Directors-at-Large for the  following year. An elected President, Treasurer or Secretary shall continue in office and may be elected to successive terms even though not a Director or Director-at-Large. An officer who is not a Director or Director-at-Large shall perform all of the functions of a Director except the privilege of voting.

SECTION 2 - The Chair and four Vice-Chairs shall constitute an Executive Committee to serve for the terms specified for the Chair and Vice-Chairs in Section 1 of this Article V. The Executive Committee shall have the right to, and may exercise, during the intervals between regular meetings of the Board of Directors, any and all of the powers of the Board of Directors which may be lawfully delegated in the management of the business and affairs of the Society, except that the Executive Committee shall not have the right to exercise any powers which can be exercised only by vote of the whole Board of Directors.

SECTION 3 - Any officer whose office becomes vacant through death or resignation may be filled by vote of the Executive Committee for the period until the next regular meeting of the Board of Directors, at which time the Board of Directors may vote to confirm the person whose was appointed by the Executive Committee to fill the vacancy, or appoint another person to fill the vacancy, in either case for the unexpired portion of the term. In the case of the vacant office being the Chair or a Vice-Chair, the vacancy must be filled by a Director.

SECTION 4 - The CHAIR shall call all meetings and preside at all meetings of the Members of the Society and of the Board of Directors and under the direction of the Board of Directors shall have general management of the affairs of the Society. He shall be ex officio member of all committees of Members of the Society and of all committees of the Board of Directors.

SECTION 5 - The 1st VICE-CHAIR shall perform the duties of the Chair during his absence.  One of the Vice-Chairs shall perform the duties of the Chair in the absence of the Chair and the 1st Vice-Chair.

SECTION 6 - The SECRETARY shall keep the records, handle correspondence under direction of the Chair and Directors and shall perform such other duties as may be required by the Directors.

SECTION 7 - The TREASURER shall receive and disburse the funds of the Society under direction of the Chair and Directors and shall perform such other duties as may be required by the Directors including the preparation of a quarterly financial report.

SECTION 8 -  There shall be such subordinate officers, agents and servants as the interest of the Society shall require, and as the Board of Directors may from time to time employ, and their powers, duties and their compensation shall be fixed by the Directors.

ARTICLE VI - SUSPENSION, EXPULSION, ETC.

SECTION 1 - Any member may be dropped from the roll of membership for nonpayment of dues; and any member whose activities are deemed hostile to the objectives or injurious to the purpose of the Society, or who violates its bylaws or established rules, may be removed from office, suspended or expelled from the Society by vote of the Board of Directors.

ARTICLE VII - COMMITTEES AND SUB-COMMITTEES

SECTION 1 - There shall be committees and sub-committees as approved by the Board of Directors of the Society, appointed by the Chair with the advice and consent of the Directors. The period of appointment shall coincide with the term of office of the appointing Chair.

SECTION 2 -  There may be appointed by the Chair, with the advice and consent of the Directors, a group of representatives known as State Governors whose duties shall be in accordance with a platform (Annex I) approved by the Directors.

SECTION 3 - There shall be a Soaring Safety Foundation which shall be governed by a Board of five Trustees in accordance with a platform (Annex II) approved by the Directors.

ARTICLE VIII - BOOKS AND ACCOUNTS

SECTION 1 - The fiscal year of the Society shall begin on January 1st and end on December 31st of the calendar year.

SECTION 2 - Annually, after the close of the fiscal year, the books and accounts shall be audited by an independent accounting firm and the findings and opinions of the firm published and distributed to the Directors, and to others requesting same.

ARTICLE IX - SEAL

SECTION 1 - The seal of this Society shall be in the form of a circle and shall bear the name of the Society, the year of its incorporation and the word "seal."

ARTICLE X - AMENDMENTS

SECTION 1 - These bylaws may be amended at a regular meeting by the affirmative vote of two-thirds of the whole Board of Directors.

ARTICLE XI - TRUSTS

SECTION 1 - Prior to 1998, the Society established certain trusts (which are identified in Section 2 of this Article XI) for the benefit of the Society ("Trusts").  In 1998, the Society created the Soaring Society of America Foundation, a New Mexico nonprofit corporation ("SSA Foundation"), for the purpose of, among other things, managing and administering endowment funds for the benefit of the Society.

SECTION 2 - Trusts

(1)   The Life Membership Trust Fund, the income from such Fund to be distributed to the Society to cover the cost of servicing Life Members of the Society.

(2)   The Trophy Endowment Fund, the income from such Fund to be used in respect of the DuPont, Eaton, and Stroukoff Trophies and such other trophies as may be accepted by the Board of Directors of the Society from time to time as hereinafter in this Paragraph (2) provided. No payment out of such income shall be made to a trophy recipient in addition to the award represented by the trophy itself. No offer of a new trophy to the Society shall be accepted unless the donor (or a third party on the donor's behalf) shall provide at no cost to the Society (i) such trophy, (ii) a suitable shipping container therefor, and (iii) unless such trophy is intended as a "one time" award to be awarded outright to the first recipient, a cash amount of $5,000 or such greater amount as the Board of Directors may hereafter approve, payable in full at the time such trophy is first given to the Society. Such cash amount shall be held by the Society as an endowment and added to the Trophy Endowment Fund. All income earned in respect of all such endowed amounts shall be, to the extent necessary, applied in or towards the following purposes: (i) the upkeep and maintenance of such trophies, (ii) the maintenance and replacement of their shipping containers, (iii) packing and shipping costs in respect of the delivery of trophies to the recipients and their return, and (iv) any other costs incidental to the awarding and shipping of such trophies. Any income earned in excess of that part applied towards such purposes shall be added to the endowed amount. Such trophies shall be presented to recipients at the contest at which any such award represented by a trophy is won, or at such other venue as the Board of Directors may from time, in its discretion, decide.

(2)   The General Endowment Fund, such Fund to be managed and administered as part of the general non-restricted endowment assets of the SSA Foundation.

(3)   The Wolfgang B. Klemperer Memorial Fund, such Fund to be administered consistent with the Trust Agreement adopted by the Society in connection with the Klemperer Award at the time such award was established by the Society, the provisions of which are incorporated by reference for all purposes.

(4)   The SSA Designated Trust Fund, such Fund to be divided into sub-funds as designated by the contributors at the time such designated sub-funds were established with the Society and as set forth in the written documentation evidencing such contributions at such time.

(5)   The Robert L. Robertson Memorial United States Soaring Team Trust, such Trust to be administered consistent with that certain Trust Agreement dated September 19, 1988, adopted by the Society, the provisions of which are incorporated by reference for all purposes.

(6)   The Lawrence Wood US Soaring Team Trust, such Trust to be administered consistent with that certain Trust Agreement adopted by the Society, the provisions of which are incorporated by reference for all purposes.

SECTION 3 - From and after September 12, 1998, the Trusts shall be administered by the Board of Trustees of the SSA Foundation as Special Funds (as such term is defined in Section 10.2 of the Bylaws of the SSA Foundation), and the SSA Foundation, acting through its Board of Trustees, shall serve as Trustee of such Trusts.

ARTICLE XII - VOTING

SECTION 1 - In all cases in the above Articles, (except as to Art. X, Amendments, and Art. XI, Trusts), where the word election or vote is used, the single-transferable-vote system, otherwise known as the preferential voting system, will be the method used to determine a majority vote of persons and/or choices between candidates and/or propositions, except in the case where there are fewer than 50 ballots in which case the weighted-vote system will be used.

ARTICLE XIII - DISSOLUTION

SECTION 1 - In the event of the dissolution, for any reason whatsoever, of the Society, the remaining assets, including Trust Funds, shall not inure to the benefit of any member of the Society, officers, Directors, or employees, but such assets and funds shall be transferred to a non-profit corporation organized exclusively for charitable, scientific, or educational purposes under Section 501(c)3 of the Internal Revenue Code. The designation of such organizations shall be within the exclusive and absolute discretion of the Board of Directors of this Society.

ANNEX I - SSA BYLAWS - STATE GOVERNORS PLATFORM

The function of a State Governor shall be to assist in the promotion of soaring activity within a designated geographical area by contacting persons interested in soaring who may have contacted the Society of whom he may have knowledge of and to serve as a source of information on soaring sites, sailplanes, tow planes, and other equipment and facilities available in his area. He shall also endeavor to attend meetings of the various clubs in his area and seek the assistance of the SSA Directors and Committees in the solution of problems.

The Regional Director is responsible for the selection of the SSA State Governors within his region, subject to approval of the Chair. He is also responsible for insuring that the duties of the State Governors are effectively implemented. In regions where more than one director is elected the implementation of this responsibility will be by mutual agreement between the Directors. The appointment of State Governors shall be for a period of three calendar years.

ANNEX II - SSA BYLAWS - SOARING SAFETY FOUNDATION PLATFORM

Name:

The organization shall be called the Soaring Safety Foundation.

Purpose and Scope:

The purpose of the Foundation shall be to promote safety in soaring through pilot education, program development, information dissemination and participation in areas of general aviation safety pertinent to soaring.  Its scope shall include all activities of the Society dealing with subjects of flight training and safety.  It shall be responsible for the development and maintenance of the ABC training program, appointment of SSA instructors, review of manuals, development of procedures, accomplishment of specific programs, gathering of statistics, and dissemination of information related to training and promotion of soaring safety.

Status:

The Foundation (SSF) shall be a separate operational entity within The Soaring Society of America, Inc. The Foundation will not be considered a Committee under any SSA Committee nor will it have a separate vote on the SSA Board of Directors.

Location:

The Foundation shall be headquartered in the offices of the SSA.

The Board of Trustees:

The Foundation Board shall consist of five members, nominated by the SSA Board or the SSF Trustees and appointed by the SSA Board of Directors.  The Foundation Board of Trustees shall be appointed by the SSA Board of Directors and shall serve for a period of three (3) years each, or until their successors are appointed and take office, with staggered terms which shall commence on January first of the year following their appointment, such that one vacancy will occur each year following establishment of the Foundation.  The five member Board shall elect a Chairman from among themselves.  The Chairman will be the voice of the SSF to the SSA Board and will also be responsible for presenting the SSF Annual Report at the Winter SSA Board of Directors meeting.  The SSF Board may form committees, appoint task forces on specific areas, and bring in outside advisors as needed.

Any vacancy in the Foundation Board of Trustees occurring during the year through death, resignation, removal or other cause, shall be filled for the unexpired portion of the term by a person selected by the Trustees.

The Board will be responsible to the SSA Board of Directors for all functions of the Foundation.

Meetings:

The Board shall meet in person at least once a year in conjunction with the Winter SSA Board of Director's meeting. A quorum  will consist of three (3) Foundation Trustees. Upon due notice, special meetings may be called at any time by the Chairman or at the written request of any two Trustees and may be in person or by telephone conference.

Dissolution:

In the event of the dissolution of the Foundation, for any reason whatsoever, the remaining assets shall not inure to the benefit of any member of the Foundation, officers, or employees, but such assets and funds shall be transferred to the Soaring Society of America solely for safety program support.

(end of bylaws)

SSABy-Laws/09.08

Posted: 10/14/2008


1 800 SkyRides lawsuit settled. Important information regarding the settlement order here

There are some legitimate companies out there that sell gift certificates for soaring rides or other aviation sports.  "Soaring Adventures" is one such organization and, in fact, is an SSA Business Member.  However, in recent years, a number of soaring clubs and commercial operators – as well as other sport aviation groups such as sky diving and ballooning operators – have been victimized by other groups who do not appear to be legitimate.

These groups are known to have operated under the names "1-800-SkyRide," "Thrill Planet," "Soaring Sports" and similar names. These companies advertise that they sell gift certificates for balloon rides, glider rides, skydiving, and other aviation adventure activities. After collecting a charge for the gift certificate, the companies either represent that a reservation has been made for the gift recipient at a particular sport location or that the gift certificate can be presented at a location of the recipient’s choice.

While apparently these outfits do in fact have some sort of business relationship with at least some soaring clubs or commercial operators, in many – if not most – cases there is no such relationship. Thus, when the recipient of a gift certificate arrives at the designated locale, he or she discovers that no reservation for a glider ride has been made as represented and that the club or commercial operator has received no money for the promised ride. Some soaring clubs that have accepted the gift certificates have found it impossible to collect any money from the companies that sold them. The result is that either the soaring operations lose money attempting to maintain goodwill or someone who was eagerly looking forward to being introduced to our sport is turned away, becomes angry and is looking to blame the glider club or operator.

Fortunately, the Georgia State Office of Consumer Affairs (the primary players in this affair apparently live or office in Georgia) had received so many complaints about 1-800-SkyRide and it’s related companies that the Georgia Attorney General sued under that state’s consumer protection laws to enjoin the owners of these ventures from engaging in deceptive practices. SSA has learned that the lawsuit was settled, on August 18, 2008, by the entry of a Consent Order, now filed of record in the Superior Court of Fulton County Georgia in Cause Number 2007CV134640, State of Georgia v. Cary V. Quattrocchi, et al. A copy of the Consent Order, in pdf format, can be viewed by CLICKING HERE.

The Consent Order, among other things, forbids the defendants and their associated companies from falsely representing that they have an affiliation with any soaring club or other sport aviation group when no such affiliation exists. If the defendants comply with the decree, it will put an end to the most abusive practices previously engaged in by these defendants.

SSA encourages all soaring clubs and commercial soaring operations who may have had trouble in the past with this scam to read and be familiar with the terms of the Consent Order. If a similar situation occurs in the future, you should contact the Georgia Office of Consumer Affairs at 1-880-869-1123 and register your complaints with that office. We would also encourage anyone experiencing future problems of this type to contact SSA’s Chief Administrative Officer, Denise Layton, at 1-505-392-1177 so that we can monitor compliance with the Consent Order.

Finally, we note again that Soaring Adventures is known to be a legitimate organization.  Nevertheless, we encourage you to take care and to know the source of the gift certificate before accepting any of them.

 

Posted: 9/5/2008


Bylaws of the Soaring Society of America Inc. 02/08

(as amended to February 15, 2008)

ARTICLE I - NAME - PURPOSE

SECTION 1 - The name of the Society is THE SOARING SOCIETY OF AMERICA, INC.

SECTION 2 - The purpose of the Society is to foster and promote all phases of gliding and soaring.

ARTICLE II - MEMBERSHIP AND AFFILIATION

SECTION 1 - The membership of the Society shall consist of the charter members and all individuals whose applications for membership have been accepted by the Society.

SECTION 2 - Membership in the Society shall be by application on a form provided by the Society. Classes of memberships shall be as follows:

  • Member
  • Associate Member
  • Youth Member
  • Family Member
  • Business Member
  • Sponsoring Member
  • Life Member
  • Introductory Member
  • Honorary Member - A person who has made a substantial contribution to the furtherance of the activities of the Society. Honorary Members shall have a life tenure without payment of dues but shall be entitled to all of the privileges of a regular Member of the Society, including the right to vote, plus a free subscription to SOARING. Honorary Members shall be selected by the affirmative two-thirds vote of the whole Board of Directors at a regular meeting thereof.

Dues, services and privileges shall be reviewed and established by the Board of Directors at their discretion by a two-thirds vote of the whole Board of Directors and will be published in SOARING magazine, the official journal of the SSA.

SECTION 3 - There shall be a special class of membership designated as a Chapter. A Chapter shall be an approved organization that has at least seven voting members of SSA and in which all other members hold some grade of SSA membership.

SECTION 4 - Affiliates and Divisions: National organizations engaged in special aviation or soaring activity may be admitted to SSA as affiliates or divisions by action of the SSA Board of Directors. The manner and extent to which they shall function shall be defined by written agreement between the SSA and the applying organization. Membership in an affiliate or division will not provide de facto membership in the SSA. Organizational admittance and the written agreement shall each require approval by affirmative vote of two-thirds of the whole Board of Directors.

A) Affiliate: An organization engaged in an aviation activity which is in accord with one or more aims and purposes of SSA but which activity is not a particular functional designation for SSA from FAI/NAA.

B) Divisions: An organization engaged in a specialized soaring activity and which organization has been designated by SSA to act as administrator for such activity.

Except as provided herein and by separate written agreement, each shall respectively govern its own affairs, establish and implement its own policies and be fiscally and administratively independent. SSA shall not be responsible nor accountable for the actions nor obligations of affiliates or divisions nor their officers or members. Affiliates and divisions, by reason of such designation, agree to conform to SSA's Bylaws and NAA Divisional Agreement, and in default thereupon to be liable to suspension or revocation of affiliate or division status. All members of Affiliates are encouraged to become members of the SSA, but 100% SSA membership is required for a Division, except as provided for in each affiliating agreement. The document of agreement shall specify the contact point within the SSA for the purpose of conducting such business as may be necessary between the organizations. If not specified, the Chairman of the Affiliates and Divisions Committee will also be the responsible party for the SSA. He will also draw up the document of agreement and submit it to the Board of Directors for approval. The chairman of the Affiliates & Divisions Committee will review and maintain a current copy of the Affiliates & Divisions By-laws and Certificate of Incorporation and see that the SSA also has current copies.

SECTION 5 - Directors, Officers, Board and Committee Members, Staff, or any other Society member or persons acting under direction on behalf of the Society, may be reimbursed for legal expenses and claim awards, incurred by them within the course and scope of their duties.

ARTICLE III - MEETINGS

SECTION 1 - The annual meeting of the Society for the purpose of conducting such business as may properly come before said meeting shall be held at a time and place to be selected by the Directors. Written notice of the time, place, and purpose of such meeting shall be mailed to each Member not less than ten nor more than sixty days before the meeting.

SECTION 2 - Special meetings of the Society may be held after due notice, but no business other than formal business shall be transacted unless set forth in the notice, and the Secretary shall call such meetings at the request of four (4) Directors, at a meeting of the Board, or written request of four (4) Directors.

SECTION 3 - At all meetings of the Society there shall be present, either in person or by proxy, five Members in order to constitute a quorum.

SECTION 4 - Deliberations of the Society shall be governed by the latest edition of Robert's Rules of Order, except where requirements for majorities and methods of voting are elsewhere stated in the Bylaws. The presiding officer may appoint a parliamentarian to advise in the conduct of deliberations.

ARTICLE IV - DIRECTORS

SECTION 1 - The affairs and business of the Society shall be governed by a Board of Directors consisting of up to the number of Regional Directors established by Section 1A of this Article IV (but not less than three) Regional Directors and (subject to the provisions of the immediately following paragraph) seven Directors-at-Large. Regional Directors will be nominated and elected by the membership in the region in which they reside. Except as provided by Section 1A of this Article IV, Regional Directors will serve a three year term. The Directors-at-Large shall be elected by the Directors and shall serve for a term of one year. All Director terms shall commence on January first of the year following their election. One of the nominees for Director-at-Large shall be recommended by the National Aeronautic Association ("NAA") and, subject to being acceptable to the Directors, be elected by the Directors. A slate of standby Directors-at-Large, except for the NAA representative, may be elected, who are to take office in the order of their standing in such vote when Directors-at-Large vacancies occur.

In addition to the above-specified Directors, during the year immediately subsequent to his retirement, the retiring SSA Chair shall be a Director-at-Large if he will not otherwise be serving as a duly elected Director.

The Board of Directors shall divide the United States and other areas at its discretion into regions for the purpose of the election of Regional Directors. These regions will be delineated so as to give consideration to population density of the Society's Members and soaring operational patterns.

Regional Directors shall be nominated and elected only in those regions where there is a vacancy.

No Regional Director may be nominated for re-election until he has less than one year of his unexpired term to serve. At the time of nomination, election and during his term of office, each Director must be a voting member of the Society in good standing.

Any Member can nominate one Member for each position needing to be filled in his region. Each Member nominated by three or more Members from his region will, subject to the nominee having accepted such nomination in writing, have his name placed on the election ballot. The ballot, and ballot form, shall not make provision for a write-in nominee or nominees.

Annual elections under this Section shall be conducted by mail at such time as to be completed prior to the annual meeting of the Board of Directors, provided that in the event of there being an unopposed candidate duly nominated for any region, that candidate will be deemed to be elected a Regional Director for that region without the need for a mailed ballot.

In the case of a tie vote between two or more candidates in the same region, there shall be a runoff election between the candidates who were tied.

A person who holds office as a Regional Director or Director-at-Large may be elected, by the affirmative vote of two-thirds of the Directors present and voting, to be an Honorary Director of the Society if, in the opinion of those Directors voting, such person has made an outstanding contribution to the Society. An Honorary Director shall hold office for life, or until such time as he/she shall resign or have his/her appointment terminated by a majority vote of the Board of Directors. An Honorary Director shall be entitled to receive notice of, attend, and speak at meetings of the Board of Directors, but shall not be entitled to vote, or be counted in calculating or making up a quorum, at or for a meeting of the Board of Directors.

SECTION 1A - Transitional Provisions

(1) General. The provisions of this Section 1A are intended to provide for the number of regions and the number of Regional Directors and their holding of office until the new Section 1 set out in Subsection (7) of this Section 1A becomes effective. The provisions of the foregoing transition Section 1 shall have effect subject to the provisions of this Section 1A so that in the event of any conflict or inconsistency between the foregoing transition Section 1 and this Section 1A, the provisions of this Section 1A shall take precedence and prevail over the foregoing transition Section 1, which shall be deemed to be and treated as amended to the extent necessary to give full force and effect to this Section 1A. The subsection captions in this Section 1A are for information only and do not form part of these Bylaws.

(2) Effectively Immediately. Effective as of 2359 on the last day of the meeting which adopted this Section 1A, the Regional Director positions in Regions 5 and 12 vacant at that time shall be cancelled and cease to exist, so that Regions 5 and 12 shall then and thereafter have only one Regional Director position, and consequent upon such cancellation the number of Regional Director places shall thereupon be 18.

(3) Effective in 2009. Effective as of January 1, 2009, except as otherwise hereinafter specifically provided -

(a) Region 3 shall be merged into Region 1, which merged region shall then and thereafter be called ‘Region 1 and 3'; the merged region shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2009, no election shall be held in Region 3 in respect of any period after December 31, 2008, without prejudice to the authority of the Directors to fill a vacancy in Region 3 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2008.

(b) Region 4 shall be merged into Region 2, which merged region shall then and thereafter be called ‘Region 2 and 4'; the merged region shall then and thereafter have two Regional Director positions; and in the period prior to January 1, 2009, no election shall be held in Region 2 in respect of any period after December 31, 2008, without prejudice to the authority of the Directors to fill a vacancy in Region 2 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2008.

(c) Region 6 shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2009, no election shall be held in Region 6 to fill the remaining Regional Director position in respect of any period after December 31, 2008, without prejudice to the authority of the Directors to fill a vacancy in Region 6 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2008.

(d) Region 7 shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2009, no election shall be held in Region 7 to fill the remaining Regional Director position in respect of any period after December 31, 2008, without prejudice to the authority of the Directors to fill a vacancy in Region 7 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2008.

(e) Region 9 shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2009, no election shall be held in Region 9 to fill the remaining Regional Director position in respect of any period after December 31, 2008, without prejudice to the authority of the Directors to fill a vacancy in Region 9 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2008.

(f) Consequent upon the cancellation of Regional Director positions pursuant to paragraphs (a) to (e) inclusive of this Subsection (4), the number of Regional Director places shall thereupon be to 13.

(4) Effective in 2010. Effective as of January 1, 2010, except as otherwise hereinafter specifically provided -

(a) Region 10 shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2010, no election shall be held in Region 10 to fill the remaining Regional Director position in respect of any period after December 31, 2009, without prejudice to the authority of the Directors to fill a vacancy in Region 10 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2009.

(b) Region 11 shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2010, no election shall be held in Region 11 to fill the remaining Regional Director position in respect of any period after December 31, 2009, without prejudice to the authority of the Directors to fill a vacancy in Region 11 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2009.

(c) Consequent upon the cancellation of Regional Director positions pursuant to paragraphs (a) and (b) of this Subsection (5), the number of Regional Directors shall thereupon be 11.

(5) Reduction of Regional Director Terms of Office. In respect of the Regional Director elections to be held during the calendar year 2010 (in Regions 1 and 3, 2 and 4, 6, 9, 10 and 11), the Regional Directors elected to Regions 1 and 3 and 2 and 4 shall serve two-year terms ending on December 31, 2012, and the Regional Directors elected in the remaining regions shall serve three-year terms ending on December 31, 2013.

(6) Effective in 2011. Effective as of January 1, 2011, except as otherwise hereinafter specifically provided, Region 2 and 4 shall then and thereafter have one Regional Director position; and in the period prior to January 1, 2011, no election shall be held in Region 2 and 4 to fill the remaining Regional Director position in respect of any period after December 31, 2010, without prejudice to the authority of the Directors to fill a vacancy in Region 2 and 4 pursuant to the provisions of Section 5 of this Article IV for the period to December 31, 2010.

(7) New Section 1. Upon January 1, 2011, the provisions of the following new Section 1 shall be substituted for the provisions of the transition Section 1, which shall then and thereafter have no force or effect -

SECTION 1 - The affairs and business of the Society shall be governed by a Board of Directors consisting of up to 10 (but not less than three) Regional Directors and seven Directors-at-Large. Regional Directors will be nominated and elected by the membership in the region in which they reside. Except as provided by Section 1A of this Article IV, Regional Directors will serve a three year term. The Directors-at-Large shall be elected by the Directors and shall serve for a term of one year. All Director terms shall commence on January first of the year following their election. One of the nominees for Director-at-Large shall be recommended by the National Aeronautic Association ("NAA") and, subject to being acceptable to the Directors, be elected by the Directors. A slate of standby Directors-at-Large, except for the NAA representative, may be elected, who are to take office in the order of their standing in such vote when Directors-at-Large vacancies occur.

In addition to the above-specified Directors, during the year immediately subsequent to his retirement, the retiring SSA Chair shall be a Director-at-Large if he will not otherwise be serving as a duly elected Director.

The Board of Directors shall divide the United States and other areas at its discretion into regions for the purpose of the election of Regional Directors. Each region shall elect one Regional Director and the terms of the Regional Directors shall be staggered such that elections are held annually for approximately one-third of the Regional Director positions. These regions will be delineated so as to give consideration to population density of the Society's Members and soaring operational patterns. The number and delineation of regions will be reviewed by the Directors at least every ten years, during the year ending in zero, and the regions will be subsequently modified as needed giving consideration to population density of the Society's members and soaring operational patterns so as to ensure that no region has more than twice as many members as any other region.

Regional Directors shall be nominated and elected only in those regions where there is a vacancy.

No Regional Director may be nominated for re-election until he has less than one year of his unexpired term to serve. At the time of nomination, election and during his term of office, each Director must be a voting member of the Society in good standing.

Any Member can nominate one Member for each position needing to be filled in his region. Each Member nominated by three or more Members from his region will, subject to the nominee having accepted such nomination in writing, have his name placed on the election ballot. The ballot, and ballot form, shall not make provision for a write-in nominee or nominees.

Annual elections under this Section shall be conducted by mail at such time as to be completed prior to the annual meeting of the Board of Directors, provided that in the event of there being an unopposed candidate duly nominated for any region, that candidate will be deemed to be elected a Regional Director for that region without the need for a mailed ballot.

In the case of a tie vote between two or more candidates in the same region, there shall be a runoff election between the candidates who were tied.

A person who holds office as a Regional Director or Director-at-Large may be elected, by the affirmative vote of two-thirds of the Directors present and voting, to be an Honorary Director of the Society if, in the opinion of those Directors voting, such person has made an outstanding contribution to the Society. An Honorary Director shall hold office for life, or until such time as he/she shall resign or have his/her appointment terminated by a majority vote of the Board of Directors. An Honorary Director shall be entitled to receive notice of, attend, and speak at meetings of the Board of Directors, but shall not be entitled to vote, or be counted in calculating or making up a quorum, at or for a meeting of the Board of Directors.

(8) Termination of Section 1A. Subject to the provisions of Subsection (7) of this Section 1A, the provisions of this Section 1A shall have no effect on or after January 1, 2011 and, without further action by the Directors, copies of the Society's Bylaws shall then and thereafter incorporate the provisions of the new Section 1 set out in Subsection (7) of this Section 1A in lieu of and in substitution for the transition Section 1, and shall omit this Section 1A.

SECTION 2 - Unless otherwise ordered, the Board of Directors shall hold two regular meetings; one, known as its annual meeting, for the purpose of electing officers, Directors-at-Large, and standby Directors-at-Large, and any other business that may arise, at such time as the Directors may designate within 120 days subsequent to each July first; and another within 90 days of each January first. In addition, the Board of Directors shall hold special meetings whenever called together by the Chair upon due notice given to each Director or by the secretary at the written request of four (4) Directors, the business of which shall be limited to that of the call.

SECTION 3 - At all meetings of the Board of Directors, the Chair, or in his absence, the 1st Vice-Chair, or in the absence of both, one of the Vice-Chairs chosen by vote of the Directors, shall preside.

SECTION 4 - At least one-third (1/3) of the number of Directors as fixed by these bylaws, shall be necessary to constitute a quorum for the transaction of business and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that if less than a quorum is present at a meeting, the Directors may adjourn from time to time, without further notice, but may not transact any business. There shall be no voting by proxy at any meeting of the Directors or any Committee thereof.

SECTION 5 - Any vacancy in the Board of Directors occurring during a term through death, resignation, removal or other cause, shall be filled for the unexpired portion of the term by vote of the remaining Directors or, if the Board of Directors so decides, by nomination and election in the manner set out in Section 1 of this Article IV. If it be a Regional Director vacancy it shall be filled within the region. Provided however if that vacancy is in respect of a Director-at-Large, that vacancy may be also filled by vote of the Executive Committee for the period until the next regular meeting of the Board of Directors, at which time the Board of Directors may vote to confirm the person whose was appointed by the Executive Committee to fill the vacancy, or appoint another person to fill the vacancy, in either case for the unexpired portion of the term.

If a Regional Director permanently moves his residence outside the region from which he was elected, he shall submit his resignation to the Board of Directors. If this resignation is accepted by the Board, the vacancy shall be filled for the unexpired term by a Member from that region who will be elected in a manner as determined by the vote of the Directors.

SECTION 6 - Notwithstanding the provisions of Section 1 of this Article IV, in the event of a Regional Director position not being timely filled pursuant to the procedure for nomination and election in the said Section 1, the Board of Directors may, in its absolute discretion, decide at a later date to hold a special election and call for nominations for any such unfilled position which shall then be filled by ballot (unless there is an unopposed candidate in which case, pursuant to the said Section 1, no ballot is required) in accordance with the provisions of the said Section 1. The term of any Director assuming office pursuant to the provisions of this Section 6 shall end on the same date that such term would have ended had that Director been elected pursuant to the provisions of the said Section 1.

SECTION 7- For the purposes of Sections 1 and 6 of this Article IV, the following provisions shall have effect. Notice calling for nominations for positions needing to be filled shall be given in Soaring magazine. The period during which nominations shall remain open shall be not less than one month from the date of publication of the call for nominations, for which purpose Soaring magazine shall be deemed to be published on the first day of the month specified in the issue in which notice is given. Upon completion of the nomination process, ballots shall to the extent practicable be accompanied with, in respect of each candidate, a photograph and a brief biography giving details of the candidate relevant for consideration of his/her qualifications to be elected as a Regional Director. The period during which the election shall remain open for receipt of completed ballots shall be not less than one month from the date that ballots are mailed to the voting members in the region concerned.

ARTICLE V - OFFICERS - THEIR ELECTION AND DUTIES

SECTION 1 - The Board of Directors shall elect from their number, or from any Directors-at-Large-elect, by a majority vote of the Directors present, if there is a quorum duly assembled, a Chair, four Vice-Chairs, a Secretary, a Treasurer, and such honorary officers as it may select. Upon the two-thirds affirmative vote of the whole Board, the Directors may elect any individual as President of the Society. The candidate for Vice-Chair receiving the most votes under the weighted-vote system shall be designated as 1st Vice-Chair for the term of his office. Each of said officers shall serve for a term of one year, or until their successors are elected, except for honorary officers which shall be for life or until such time as they shall resign or have their terms terminated by action of the Directors. The term of office for Officers of the Society shall conform to the designated fiscal year of the Society. All officers, except the President, Treasurer and the Secretary, must be directors throughout their terms of office. Officers-elect, except the President, Treasurer and Secretary, having less than one year to serve as elected Directors shall be elected Directors-at-Large for the following year. An elected President, Treasurer or Secretary shall continue in office and may be elected to successive terms even though not a Director or Director-at-Large. An officer who is not a Director or Director-at-Large shall perform all of the functions of a Director except the privilege of voting.

SECTION 2 - The Chair and four Vice-Chairs shall constitute an Executive Committee to serve for the terms specified for the Chair and Vice-Chairs in Section 1 of this Article V. The Executive Committee shall have the right to, and may exercise, during the intervals between regular meetings of the Board of Directors, any and all of the powers of the Board of Directors which may be lawfully delegated in the management of the business and affairs of the Society, except that the Executive Committee shall not have the right to exercise any powers which can be exercised only by vote of the whole Board of Directors.

SECTION 3 - Any officer whose office becomes vacant through death or resignation may be filled by vote of the Executive Committee for the period until the next regular meeting of the Board of Directors, at which time the Board of Directors may vote to confirm the person whose was appointed by the Executive Committee to fill the vacancy, or appoint another person to fill the vacancy, in either case for the unexpired portion of the term. In the case of the vacant office being the Chair or a Vice-Chair, the vacancy must be filled by a Director.

SECTION 4 - The CHAIR shall call all meetings and preside at all meetings of the Members of the Society and of the Board of Directors and under the direction of the Board of Directors shall have general management of the affairs of the Society. He shall be ex officio member of all committees of Members of the Society and of all committees of the Board of Directors.

SECTION 5 - The 1st VICE-CHAIR shall perform the duties of the Chair during his absence. One of the Vice-Chairs shall perform the duties of the Chair in the absence of the Chair and the 1st Vice-Chair.

SECTION 6 - The SECRETARY shall keep the records, handle correspondence under direction of the Chair and Directors and shall perform such other duties as may be required by the Directors.

SECTION 7 - The TREASURER shall receive and disburse the funds of the Society under direction of the Chair and Directors and shall perform such other duties as may be required by the Directors including the preparation of a quarterly financial report.

SECTION 8 - There shall be such subordinate officers, agents and servants as the interest of the Society shall require, and as the Board of Directors may from time to time employ, and their powers, duties and their compensation shall be fixed by the Directors.

ARTICLE VI - SUSPENSION, EXPULSION, ETC.

SECTION 1 - Any member may be dropped from the roll of membership for nonpayment of dues; and any member whose activities are deemed hostile to the objectives or injurious to the purpose of the Society, or who violates its bylaws or established rules, may be removed from office, suspended or expelled from the Society by vote of the Board of Directors.

ARTICLE VII - COMMITTEES AND SUB-COMMITTEES

SECTION 1 - There shall be committees and sub-committees as approved by the Board of Directors of the Society, appointed by the Chair with the advice and consent of the Directors. The period of appointment shall coincide with the term of office of the appointing Chair.

SECTION 2 - There may be appointed by the Chair, with the advice and consent of the Directors, a group of representatives known as State Governors whose duties shall be in accordance with a platform (Annex I) approved by the Directors.

SECTION 3 - There shall be a Soaring Safety Foundation which shall be governed by a Board of five Trustees in accordance with a platform (Annex II) approved by the Directors.

ARTICLE VIII - BOOKS AND ACCOUNTS

SECTION 1 - The fiscal year of the Society shall begin on January 1st and end on December 31st of the calendar year.

SECTION 2 - Annually, after the close of the fiscal year, the books and accounts shall be audited by an independent accounting firm and the findings and opinions of the firm published and distributed to the Directors, and to others requesting same.

ARTICLE IX - SEAL

SECTION 1 - The seal of this Society shall be in the form of a circle and shall bear the name of the Society, the year of its incorporation and the word "seal."

ARTICLE X - AMENDMENTS

SECTION 1 - These bylaws may be amended at a regular meeting by the affirmative vote of two-thirds of the whole Board of Directors.

ARTICLE XI - TRUSTS

SECTION 1 - Prior to 1998, the Society established certain trusts (which are identified in Section 2 of this Article XI) for the benefit of the Society ("Trusts"). In 1998, the Society created the Soaring Society of America Foundation, a New Mexico nonprofit corporation ("SSA Foundation"), for the purpose of, among other things, managing and administering endowment funds for the benefit of the Society.

SECTION 2 - Trusts

(1) The Life Membership Trust Fund, the income from such Fund to be distributed to the Society to cover the cost of servicing Life Members of the Society.

(2) The Trophy Endowment Fund, the income from such Fund to be used for the maintenance of and shipping costs of the DuPont, Eaton, and Stroukoff Trophies and such other trophies as may be accepted by the Board of Directors of the Society from time to time; income over and above these costs to be awarded annually to the recipient of such trophies at the national soaring contest or annual awards banquet, as applicable.

(3) The General Endowment Fund, such Fund to be managed and administered as part of the general non-restricted endowment assets of the SSA Foundation.

(4) The Wolfgang B. Klemperer Memorial Fund, such Fund to be administered consistent with the Trust Agreement adopted by the Society in connection with the Klemperer Award at the time such award was established by the Society, the provisions of which are incorporated by reference for all purposes.

(5) The SSA Designated Trust Fund, such Fund to be divided into sub-funds as designated by the contributors at the time such designated sub-funds were established with the Society and as set forth in the written documentation evidencing such contributions at such time.

(6) The Robert L. Robertson Memorial United States Soaring Team Trust, such Trust to be administered consistent with that certain Trust Agreement dated September 19, 1988, adopted by the Society, the provisions of which are incorporated by reference for all purposes.

(7) The Lawrence Wood US Soaring Team Trust, such Trust to be administered consistent with that certain Trust Agreement adopted by the Society, the provisions of which are incorporated by reference for all purposes.

SECTION 3 - From and after September 12, 1998, the Trusts shall be administered by the Board of Trustees of the SSA Foundation as Special Funds (as such term is defined in Section 10.2 of the Bylaws of the SSA Foundation), and the SSA Foundation, acting through its Board of Trustees, shall serve as Trustee of such Trusts.

ARTICLE XII - VOTING

SECTION 1 - In all cases in the above Articles, (except as to Art. X, Amendments, and Art. XI, Trusts), where the word election or vote is used, the single-transferable-vote system, otherwise known as the preferential voting system, will be the method used to determine a majority vote of persons and/or choices between candidates and/or propositions, except in the case where there are fewer than 50 ballots in which case the weighted-vote system will be used.

ARTICLE XIII - DISSOLUTION

SECTION 1 - In the event of the dissolution, for any reason whatsoever, of the Society, the remaining assets, including Trust Funds, shall not inure to the benefit of any member of the Society, officers, Directors, or employees, but such assets and funds shall be transferred to a non-profit corporation organized exclusively for charitable, scientific, or educational purposes under Section 501(c)3 of the Internal Revenue Code. The designation of such organizations shall be within the exclusive and absolute discretion of the Board of Directors of this Society.


ANNEX I - SSA BYLAWS - STATE GOVERNORS PLATFORM

The function of a State Governor shall be to assist in the promotion of soaring activity within a designated geographical area by contacting persons interested in soaring who may have contacted the Society of whom he may have knowledge of and to serve as a source of information on soaring sites, sailplanes, tow planes, and other equipment and facilities available in his area. He shall also endeavor to attend meetings of the various clubs in his area and seek the assistance of the SSA Directors and Committees in the solution of problems.

The Regional Director is responsible for the selection of the SSA State Governors within his region, subject to approval of the Chair. He is also responsible for insuring that the duties of the State Governors are effectively implemented. In regions where more than one director is elected the implementation of this responsibility will be by mutual agreement between the Directors. The appointment of State Governors shall be for a period of three calendar years.

ANNEX II - SSA BYLAWS - SOARING SAFETY FOUNDATION PLATFORM

Name:

The organization shall be called the Soaring Safety Foundation.

Purpose and Scope:

The purpose of the Foundation shall be to promote safety in soaring through pilot education, program development, information dissemination and participation in areas of general aviation safety pertinent to soaring. Its scope shall include all activities of the Society dealing with subjects of flight training and safety. It shall be responsible for the development and maintenance of the ABC training program, appointment of SSA instructors, review of manuals, development of procedures, accomplishment of specific programs, gathering of statistics, and dissemination of information related to training and promotion of soaring safety.

Status:

The Foundation (SSF) shall be a separate operational entity within The Soaring Society of America, Inc. The Foundation will not be considered a Committee under any SSA Committee nor will it have a separate vote on the SSA Board of Directors.

Location:

The Foundation shall be headquartered in the offices of the SSA.

The Board of Trustees:

The Foundation Board shall consist of five members, nominated by the SSA Board or the SSF Trustees and appointed by the SSA Board of Directors. The Foundation Board of Trustees shall be appointed by the SSA Board of Directors and shall serve for a period of three (3) years each, or until their successors are appointed and take office, with staggered terms which shall commence on January first of the year following their appointment, such that one vacancy will occur each year following establishment of the Foundation. The five member Board shall elect a Chairman from among themselves. The Chairman will be the voice of the SSF to the SSA Board and will also be responsible for presenting the SSF Annual Report at the Winter SSA Board of Directors meeting. The SSF Board may form committees, appoint task forces on specific areas, and bring in outside advisors as needed.

Any vacancy in the Foundation Board of Trustees occurring during the year through death, resignation, removal or other cause, shall be filled for the unexpired portion of the term by a person selected by the Trustees.

The Board will be responsible to the SSA Board of Directors for all functions of the Foundation.

Meetings:

The Board shall meet in person at least once a year in conjunction with the Winter SSA Board of Director's meeting. A quorum will consist of three (3) Foundation Trustees. Upon due notice, special meetings may be called at any time by the Chairman or at the written request of any two Trustees and may be in person or by telephone conference.

Dissolution:

In the event of the dissolution of the Foundation, for any reason whatsoever, the remaining assets shall not inure to the benefit of any member of the Foundation, officers, or employees, but such assets and funds shall be transferred to the Soaring Society of America solely for safety program support.

(end of bylaws)

SSABy-Laws/02.08

Posted: 2/20/2008


Report on Fall 2007 SSA Board meeting

The Directors held their Fall 2007 meeting at the National SoaringMuseum, Elmira NY, on September 29th and 30th. The meeting included consideration of the report of the Future Restructuring Task Force (FRTF) and a number of decisions of significance regarding the future of the Society were made during the meeting. These are summarized below, along with other important information and actions taken by the Board.

The draft minutes of the meeting can be viewed on the SSA website at and the report of the FRTF is also available.

2006 SSA Financial Audit: The 2006 Audit of the SSA had resulted in the balance sheet as of December 31, 2006 being approved by the auditors without any qualification.

Contest Towplane Insurance: A proposal was approved that all towplanes towing at SSA sanctioned events must carry $1, 000,000 combined single limit liability insurance cover for bodily injury and property damage, whether or not including or excluding passengers. The new rule is effective from January 1, 2008.

“Off Year” Convention Events: It had previously been decided that the SSA would hold national conventions every other year, with the first “off” year being 2009. While some consideration had been given to having the Society sponsor some sort of off-year event, such as a seminar, it was decided (after surveying the views of SSA business members) that no “off year” event of any sort would take place in 2009, and following that experience, a timely decision and action could be made for the next “off year” (2011).

Bylaw Change – Special Regional Director Elections: A bylaw amendment was approved allowing Special Regional Director Elections. This would allow members in a region that had failed to nominate a candidate in a timely fashion during the regular election cycle to do so, and hold a special election at a different time. The Board immediately approved the holding of Special Elections, to be advertised as soon as possible, in Regions 1, 6 and 11.

Specific Recommendations of the Future Restructuring Task Force:

The Task Force felt that the present organizational structure of the Society was mainly sound, but that three primary areas required improvement: (1) The structure and functions of the Board and top management needed to be strengthened. (2) The list of member services needed to be reduced to ensure that available resources were not overstretched. (3) Soaring magazine quality needed to be improved and its revenue-generating capability increased.

Hire a Strong Executive Director (ED): After discussing the financial realities and uncertainties faced by the SSA, it was recognized that current SSA finances were insufficient to secure the services of an adequately skilled and experienced ED. In light of this, the Board authorized the promotion of Ms. Denise Layton to the position of full-time “Chief Operating Officer”.

Reduce the Number of Regional Directors: The Board agreed with the FRTF that the number of regions and Regional Directors should be reduced, but that implementation would require careful planning and timing to ensure fairness in addressing Director positions that were intended to be eliminated. The FRTF was asked to devise and recommend to the Board a detailed plan, including drafting suggested Bylaw changes, to implement in a fair and equitable manner the reduction in the total number of regions from 12 to 10, with each region having only one elected Regional Director holding office for 3 years.

Change the At-Large Director Term to Three Years: The Board felt no particular problems had been encountered from having Directors-at-Large elected to one year terms and decided to make no change. It was also decided to create an additional Director-at-Large position to used for the Bylaw-mandated NAA representative, making 7 in all.

Periodic Setting of Regional Areas: The Board agreed with periodic re-evaluation of SSA regions, including boundaries, to ensure they represented similar numbers of members and reflected other relevant concerns, and asked the members of the FRTF to recommend in detail the form and timing of such re-evaluation.

Expand Role of Nominating Committee: The FRTF recommended expanding the role of the committee to identify Regional Director candidates as well as Officers and Directors-at-Large, however the Board decided it was unrealistic to expand the committee’s task while the well-known difficulties in identifying willing, qualified candidates for officer and Director-at-Large positions persisted. The hope was expressed that once the membership better recognized that the Society was achieving financial normalcy, and better understood the role of Regional Directors, finding qualified candidates for these positions would become easier.

Annual Financial Audits: The Board unanimously endorsed the FRTF recommendation to continue to conduct annual audits, with outside auditors being approved by an audit or other appropriate committee, and with audit reports being posted on the website.

Financial Reporting: The Board approved the FRTF recommendation for timely and transparent reporting of quarterly and annual financials, and observance of financial reporting agreements with affiliates, divisions, the US Team, the SSF, and the SSA Foundation.

Reach Out for Volunteers: The Board agreed with the FRTF that task and time commitments of volunteer activities should be clearly delineated, with calls for volunteers being publicized in e-News and with full details on the website. It was also agreed that State Governors should be enlisted to help identify volunteer resources.

Reduce or Eliminate SSA Merchandizing: The Board decided that significant further work was required analyzing costs before the profitability of the present program could be ascertained and meaningful decisions made.

Hire a Professional Editor for Soaring: The Board approved this recommendation, and a Task Force was subsequently formed to search for a new Editor.

Editorial Redesign for Soaring: It was decided that this recommendation properly fell within the purview of a new full-time editor, when appointed.

Create a Functioning Editorial Board for Soaring: The Board agreed with the FRTF recommendation that a functioning Soaring magazine Editorial Board (SEB) be created, and that the chair of this board would be a volunteer. The SEB would solicit articles, and assist the editor in preparing for publication. It was hoped that existing Contributing Editors would be willing to become members of the SEB.

Engage a Publisher to Produce and Promote Soaring: The Board agreed in principle with this FRTF recommendation to enlist the assistance of a magazine publisher, with the specific hope of expanding revenue generating advertising, promote the magazine, and assist with its production. The Board asked that the task force further develop and refine its proposal, and report back.

Increase Utilization of Website: The recommendation to increase website utilization was accepted by the Board.

Maintain and Promote the SSA Insurance Program: It was agreed by the Board that the SSA should continue to market and improve this important member benefit.

Increase Efficiency of Badge and Record Program: The Board agreed to institute online submission of A, B, C, and Bronze badges. It was also decided, if possible, to automate portions of the FAI badge and record application process using commercially available software.

Turn National Conventions over to Regional Groups: Arguments were made for and against giving convention responsibility to regional groups. The FRTF was asked to conduct further, in-depth consideration of this issue.

Posted: 10/30/2007