Bylaws of the Soaring Society of America Inc.
BYLAWS OF THE SOARING SOCIETY OF AMERICA, INC.
(as amended to January 29, 2010)
(updated July 30, 2011)
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:
- 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 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. 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.
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, SUB-COMMITTEES AND TASK FORCES
SECTION 1 - There shall be committees, subcommittees and task forces (none of which shall have delegated executive power in the manner set out in Article V, Section 2 of these Bylaws), the members of which may be Directors, Officers or other members of the Society. Such committees, subcommittees and task forces shall be established and terminated, and the members thereof appointed and removed, by the Chair at any time or from time to time. The foregoing powers of establishment, termination, appointment and removal granted to the Chair shall be subject to the general powers of the Board of Directors at any time to override the exercise of any such power.
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. An SSA State Governor may select one or more Lieutenant Governors, as needed, subject to approval of their Regional Director(s) for annual appointments, to assist with accomplishing programs/activities and duties.
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.
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.
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.
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.
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)