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Bylaws of the SSA Foundation

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(As restated October 16, 2004)
(As amended September 30, 2006)
(As amended February 9, 2007)
(As amended February 28, 2015)
(As amended February 20, 2016. This is the document of record.)
 
 
ARTICLE I NAME

1.1 The name of this corporation is THE SOARING SOCIETY OF AMERICA FOUNDATION ("Foundation").

ARTICLE II PURPOSE AND POWERS

2.1 Purpose . The sole purpose for which this Foundation is organized is to solicit, receive, collect, hold, administer, and distribute funds for and to The Soaring Society of America, Inc., a Delaware corporation, or its successor entity ("SSA"), which exists to foster and promote all phases of gliding and soaring.

2.2 Powers . The Foundation shall have all powers granted by the laws of the State of New Mexico to nonprofit corporations, including, but not limited to, the power to invest the assets of the Foundation by direct action or the delegation of the right to manage some or all of the assets to one or more manager or agent on such terms as shall be determined by the Board of Trustees from time to time, and the power to lend moneys to the SSA.

ARTICLE III OFFICES

3.1 Principal Place of Business . The principal place of business of the Foundation is located at Jack Gomez Boulevard ( P. O. Box 2100), Hobbs, New Mexico 88241-2100.

3.2 Registered Office . The registered office of the Foundation is 220 W. Broadway, Suite 200, Hobbs, New Mexico 88240 ( P. O. Box 2508, Hobbs, New Mexico 88241), and the name of the registered agent thereof and in charge of that office upon whom process against the Foundation may be served is Maddox Law Firm, Professional Corporation.

3.3 Other Places of Business . Branch or subordinate places of business or offices may be established at any time by the Board of Trustees or officers at any place.

ARTICLE IV MEMBERS

4.1 Members . The Members of the Foundation shall be the persons serving as incumbent members of the Board of Directors of SSA from time to time ("Members"), and all rights and obligations of the Members of the Foundation in and to the Foundation shall be held in trust and be exercised for and on behalf of the SSA.

4.2 Regular Meetings . The Members shall hold their annual meeting at the same time as the annual meeting of the SSA Board of Directors as provided for in the By-Laws of SSA.

4.3 Special Meetings . A special meeting of the Members may be called at any time by any five (5) Members for any purpose. The notice of a special meeting of the Members shall specify the time, place and purpose of the meeting and shall be given no less than ten (10) days prior to the date thereof.

4.4 Meetings Limited to Foundation Business . Any regular or special meeting of the Members of the Foundation shall be for the sole purpose of conducting the business of the Foundation and shall not constitute a legally convened meeting of the Board of Directors of SSA for purposes of conducting the business of SSA.

ARTICLE V BOARD OF TRUSTEES

5.1 Number and Term of Office . The Board of Trustees shall consist of at least five (5) persons, but no more than seven (7) persons. Subject to the provisions of Section 5.7 of these By-Laws, each person serving on the Board of Trustees shall be elected by the Members at the annual meeting of the Members. The persons who have been elected by the Members of the Foundation to serve on the Board of Trustees shall be referred to herein as "Trustees". The Elected Trustees shall hold office for a term of three (3) years and shall be elected in such a manner that no more than two (2) terms of such persons serving on the Board of Trustees expire in any one year unless there are seven Trustees when the limit shall be no more than three (3) terms of such persons. No Trustee may serve more that three (3) consecutive terms. If a Trustee serves three (3) consecutive terms, that person will not be eligible to serve another term as a Trustee until three (3) years have elapsed since the end of such person's last term on the Board of Trustees.

5.2 Qualifications . It is desirable, but not a requirement, that a majority of all the persons serving on the Board of Trustees of the Foundation shall be non-members of the Foundation (persons who are not serving concurrent terms on the Board of Directors of SSA).

5.3 Regular Meetings . The annual meeting of the Board of Trustees shall be held without notice at the same time and at the same place as the annual Members' meeting for the purposes of electing officers and conducting such other business as may come before the Board of Trustees. The Board of Trustees, by resolution, may provide for other regular meetings which may be held without notice, except to persons serving on the Board of Trustees not present at the time of the adoption of the resolution.

5.4 Special Meetings . A special meeting of the Board of Trustees may be called at any time by the Chairman of the Foundation or any three (3) persons on the Board of Trustees (acting together) for any purpose. Notice of a special meeting of the Board of Trustees shall specify the time, place and purposes of the meeting and shall be given no less than five (5) days prior to the date thereof.

5.5 Quorum . A majority of the entire Board of Trustees shall constitute a quorum for the transaction of business.

5.6 Removal of Trustee . Any person serving on the Board of Trustees may be removed from the Board of Trustees by affirmative vote of a majority of the Board of Directors of SSA. Such action may be taken at any regular meeting or any special meeting of the Board of Directors of SSA. Such removal may be accomplished only for cause, but the person serving on the Board of Trustees involved shall be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered. Causes for removal shall include, but not be limited to, the following: mental or physical disability that prevents such person from reasonably fulfilling his or her duties; actions that are in conflict with or detrimental to the purposes of the Foundation; chronic nonattendance and/or nonparticipation in the activities of the Foundation that are reasonable expected of a person serving on a board of trustees or board of directors of a similar type of organization; and conviction of a state or federal crime constituting a felony or conviction of any crime involving moral turpitude.

5.7 Vacancies in Board of Trustees . Vacancies in positions on the Board of Trustees held by Trustees, whether caused by removal, death, mental or physical incapacitation or any other reason, including vacancies caused by an increase in the number of persons authorized to serve on the Board of Trustees, may be filled by the affirmative vote of a majority of the Board of Trustees of the Foundation until the next annual meeting of the Members of the Foundation.

5.8 Compensation and Expenses . Persons serving on the Board of Trustees shall receive no compensation for services rendered in such capacity, but may receive reimbursement of reasonable expenses incurred in fulfilling their responsibilities, as determined from time to time by the Board of Trustees of the Foundation.

ARTICLE VI WAIVER OF NOTICE

6.1 Any notice required by these By-Laws, the Articles of Incorporation of the Foundation ("Articles") or by statute may be waived in writing by any person entitled to notice. The waiver or waivers may be executed either before, at or after the event with respect to which notice is waived. Each Member or person serving on the Board of Trustees attending a meeting without protesting the lack of proper notice, prior to the conclusion of the meeting, shall be deemed conclusively to have waived such notice.

ARTICLE VII OFFICERS

7.1 Election . At its annual meeting, the Board of Trustees shall elect a Chairman, a Vice Chairman, a Treasurer and a Secretary. It may elect such other officers as it shall deem necessary. One person may hold two or more offices.

7.2 Duties and Authority of Chairman . The Chairman shall be chief executive officer of the Foundation. Subject only to the authority of the Board of Trustees, the Chairman shall have general charge and supervision over, and responsibility for, the business and affairs of the Foundation. Unless otherwise directed by the Board of Trustees, all other officers shall be subject to the authority and supervision of the Chairman. The Chairman may enter into and execute in the name of the Foundation contracts or other instruments in the regular course of business, and contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Board of Trustees. The Chairman shall have the general powers and duties of management usually vested in the office of chairman and chief executive officer of a corporation.

7.3 Duties and Authority of Vice Chairman . The Vice Chairman shall perform such duties and have such authority as from time to time may be delegated to the Vice Chairman by the chairman or by the Board of Trustees. In the event of the absence, death, inability or refusal to act by the Chairman, the Vice Chairman shall perform the duties and be vested with the authority of the Chairman.

7.4 Duties and Authority of Treasurer . The Treasurer shall have the responsibility for the funds and securities of the Foundation and shall keep or cause to be kept regular books of account for the Foundation. The Treasurer shall perform such other duties and possess such other powers as are incident to that office or as shall be assigned by the Chairman or the Board of Trustees.

7.5 Duties and Authority of Secretary. The Secretary shall cause notices of all meetings to be served as prescribed in these By-Laws and shall keep or cause to be kept the minutes of all meetings of the Board of Trustees. The Secretary shall perform such other duties and possess such other powers as are incident to that office or as assigned by the Chairman or the Board of Trustees.

7.6 Removal of Officers . The Board of Trustees may remove any officer or agent of the Foundation if such action, in the judgment of the Board of Trustees, is in the best interest of the Foundation. Appointment or election to a corporate office shall not, of itself, establish or create contract rights.

7.7 Vacancies in Office . The Board of Trustees, in its absolute discretion, may fill all vacancies in offices, regardless of the cause or such vacancies, for the remainder of the terms of the offices.

ARTICLE VIII FISCAL YEAR

8.1 The fiscal year of the Foundation shall coincide with the fiscal year of SSA.

ARTICLE IX COMMITTEES

9.1 The Board of Trustees, by resolution adopted by a majority of the persons serving on the Board of Trustees, may designate one or more committees, each of which shall consist of two or more persons serving on the Board of Trustees, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Trustees in the management of the Foundation; the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any persons serving on the Board of Trustees, of any responsibility imposed on it or him by law. No committee shall have the authority of the Board of Trustees in reference to amending, altering or repealing By-Laws; electing, appointing or removing any member of any committee or any person serving on the Board of Trustees or officer of the Foundation; amending the Articles; restating the Articles; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Foundation; authorizing the voluntary dissolution of the Foundation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Foundation; or amending, altering or repealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered or repealed by the committee.

ARTICLE X CONTRIBUTIONS TO THE FOUNDATION

10.1 Liquid Non-Restricted Contributions. The Foundation may accept from any person or entity (including, but not limited to, contributions from SSA) contributions of liquid assets (cash, cash equivalents, or readily marketable securities [stocks and bonds]) which contributions are not designated, restricted or encumbered in any way whatsoever and such contributions shall be considered a part of the general non-restricted endowment assets of the Foundation and subject to the provision of Section 11.1 of these By-Laws.

10.2 All Other Contributions. Other than contributions referred to in Section 10.1 of these By-Laws, the Foundation shall not accept any contribution without the prior approval of SSA (the method of such approval to be determined by the Board of Directors of SSA) and the affirmative vote of the majority of the Board of Trustees of the Foundation. Upon the concurrence of the SSA and the majority of the Board of Trustees of the Foundation, the Foundation may accept from any person or entity (including, but not limited to, contributions from SSA) any asset, liquid or illiquid, real property, personal property, or intangible property, restricted or unrestricted, designated for a particular purpose or in honor of a person, or otherwise designated or restricted, and shall accept, dispose, sell, hold, manage, and/or distribute such asset or proceeds therefrom, on such terms and conditions as determined as provided above at the time of acceptance. Any change in the terms and conditions established at the time of acceptance shall only occur upon the prior written approval of SSA (the methods of such approval to be determined by the Board of Directors of SSA), a majority of the Board of Trustees of the Foundation and, if necessary, the consent of the donor. All contributions accepted under the terms of this Section 10.2 shall be referred to herein as "Designated Funds" or "Restricted Funds" (the allocation between these categories of Funds to be determined by the independent certified public accounting firm which performs the audit or review of the Foundation each year, consistent with generally accepted accounting principles, such Funds collectively referred to herein as "Special Funds") and any distributions from any Special Funds shall be controlled by the terms and conditions applicable to each such Fund as herein provided and shall not be subject to the provision of Section 11.1 of these By-Laws.

ARTICLE XI DISTRIBUTIONS

11.1 General Distribution Policy. Except for contributions of Special Funds accepted in compliance with Section 10.2 of these By-Laws, all assets of the Foundation shall be treated as general endowment assets, with the corpus or principal being held by the Foundation and not distributable to SSA except as provided herein and in the Articles. Subject to the provisions of the Internal Revenue Code of 1986 ("Code") or subsequent federal tax laws, the amount of distributions per annum to SSA from the general endowment assets of the Foundation shall not exceed fifteen percent (15%) of the fair market value of the general endowment assets of the Foundation ("Maximum Distributable Amount"). The percentage to be applied to the fair market value of the general endowment assets of the Foundation ("Annual Distribution Percentage") to determine the annual distribution amount available to SSA ("Annual Distributable Amount") shall be set by the Board of Trustees of the Foundation. In determining the Annual Distributable Percentage, the Board of Trustees shall consider the historical investment returns on the general endowment assets of the Foundation, the costs of investing and administering such assets, the annual inflation rate and other relevant factors, as well as the purpose of the Foundation, which is the real growth of the general endowment assets of the Foundation. The Board of Trustees shall reconsider the Annual Distribution Percentage from time to time and at least every five (5) years. By September 30th of each year, the Chairman of the Foundation shall determine the Annual Distributable Amount for the following calendar year by applying the Annual Distribution Percentage to the average of the fair market value of the general endowment assets of the Foundation as of August 31st of the current year and August 31st of the two prior years and shall give the Chairman of SSA written notice of the Annual Distributable Amount and the total of all amounts of accumulated undistributed Annual Distributable Amounts from prior years within ten (10) days following such determination. Subject to the limitation below, all or any part of the Annual Distributable Amount for the preceding fiscal year and the total of all accumulated undistributed Annual Distributable Amounts from prior years shall be distributed to SSA, to the extent such funds are requested in writing as authorized by the Board of Directors of SSA ("Actual Distribution Amount") The Board of Trustees of the Foundation shall not designate how the Actual Distribution Amount is to be utilized by SSA, and SSA shall not be required to justify to the Foundation the intended use of the requested distributions. Subject to the limitations below, any portion of an Annual Distributable Amount which is not currently distributed to SSA during the fiscal year in which SSA received notice of the Annual Distributable Amount for such year shall be available for distribution in a succeeding year in addition to the Annual Distributable Amount for that year; provided, however, in no event shall the distributions from the general endowment assets of the Foundation to SSA for any fiscal year exceed the lesser of (i) the current Annual Distributable Amount plus all amounts of accumulated undistributed Annual Distributable Amounts from prior years or (ii) the Maximum Distributable Amount.

11.2 Distribution Policy for Special Funds. The provisions of Section 10.2 of these By-Laws shall apply to all Special Funds of the Foundation and the distributions from any such Special Funds shall be determined in the manner provided in Section 10.2. The provisions of Section 11.1 of these By-Laws shall not apply to any Special Fund.

ARTICLE XII AUDIT

12.1 The Board of Trustees of the Foundation shall retain an independent certified public accounting firm to perform an audit or review of the books and records of the Foundation each fiscal year.

ARTICLE XIII INDEMNIFICATION

13.1 Adoption of New Mexico Indemnification Statutes. The Foundation hereby acknowledges the provisions of the Nonprofit Corporation Act of New Mexico (Section 53-8-1 et seq. NMSA 1978, as amended from time to time) and adopts the provisions thereof to the extent necessary to provide the members of its Board of Trustees immunity from liability incurred in the performance of their duties, subject to the limitations set forth therein.

13.2 Limitations on Indemnification Provisions. The Foundation hereby exercises the power granted to it under the provisions of Section 53-8-26 NMSA 1978 and hereby indemnifies any Member, person serving on its Board of Trustees, or officer or former Member, person serving on its Board of Trustees, or officer of the Foundation against reasonable expenses, costs, and attorney’s fees actually and reasonably incurred by any such Member, person serving on its Board of Trustees, or officer arising from litigation, claims, demands, causes of action, legal (civil or criminal) or quasi-legal proceedings, administrative investigations or proceedings, or arbitration or mediation proceedings against such Member, person serving on its Board of Trustees, or officer or to which such Member, person serving on its Board of Trustees, or officer is made a party by reason of being or having been a Member, person serving on its Board of Trustees, or officer of the Foundation including, but not limited to, any amounts necessary to satisfy any judgment, fine, assessment, arbitration award, or other award dues from such person or to compromise or settle any such claim. The provisions of this Section 13.2 shall not apply to a Member, person serving on its Board of Trustees, or officer whose liability otherwise indemnified hereunder shall be adjudged to be based on circumstances wherein such Member, person serving on its Board of Trustees, or officer breached or failed to perform the duties of his or her office and the breach or failure to perform constituted willful misconduct or recklessness. The Foundation may advance to a person indemnified hereunder reasonable expenses, costs, and attorney's fees in connection with the indemnification provided herein, provided such person shall agree in writing to reimburse the Foundation for such amounts advanced if it is subsequently determined that such person was not entitled to indemnification. The provisions of this Section 13.2 shall apply to all Members, persons serving on its Board of Trustees, and officers and former Members, persons who formerly served on its Board of Trustees, or former officers regardless of when any such liability was incurred. The provisions of this Section 13.2 are intended to provide the Members, persons serving on its Board of Trustees, or officers and former Members, persons who formerly served on its Board of Trustees, or former officers of the Foundation the indemnification allowed by New Mexico law and permitted (without penalty or fine) by the Code for non-profit corporations. To the extent there shall be a conflict between any provision of this Section 13.2 and New Mexico law, such law shall control. Additionally, to the extent the Code shall impose a fine or penalty based on the indemnification provided by any provision of this Section 13.2, such provision shall be unenforceable to the extent necessary to avoid such fine and penalty.

13.3 Adoption of Other State and Federal Indemnification Statutes. In addition to the adoption of the laws of the State of New Mexico as they relate to indemnification of directors, officers, and agents of nonprofit corporations, subject to the provisions of Section 13.2 of these By-Laws, the Foundation hereby adopts to the extent available the provisions of similar federal or state indemnification laws which may from time to time be applicable to the Foundation, whether now existing or hereafter adopted including, but not limited to, the applicable provisions of the Federal Volunteer Protection Act of 1997, as amended from time to time.

ARTICLE XIV AMENDMENTS TO AND EFFECT OF BY-LAWS

14.1 Force and Effect of By-Laws . These By-Laws are subject to the provisions of the laws of the State of New Mexico and the Articles, as may be amended from time to time. If any provision in these By-Laws is inconsistent with a provision in the State statutes or the Articles, the provision of the State statutes or the Articles shall govern.

14.2 Amendments to By-Laws . These By-Laws may be altered, amended or repealed by a vote of sixty-six and two-thirds percent (66 2/3%) of all the Members at a meeting specifically called for such purpose.

(end of bylaws)

Posted: 7/10/2007