ARTICLE I – NAME, STATEMENT OF PURPOSES AND PRINCIPLE OFFICE
SECTION 1. Name
The name of this corporation shall be the “Illinois Airports Council.”
SECTION 2. Purposes
The purposes of the Council shall be:
To promote and advance the interests of civil airports within the state of Illinois;
To serve as a centralized platform in the exchange of information for airport operators;
To identify and track state legislation that pertains to airports; and
To represent airport operators through engagement with the Illinois Department of Transportation and the Division of Aeronautics on establishing and maintaining Best Management Practices for the application of State funds to the State Aviation System.
SECTION 3. Offices
The Council shall maintain its principal office in Illinois at such location as from time to time is fixed by the Board of Directors, which office shall be for the transaction of business and receipt of correspondence.
SECTION 4. Incorporation
The Council shall be incorporated as a not-for-profit corporation within and under the laws of the State of Illinois.
ARTICLE II – MEMBERSHIP, CLASSIFICATION AND QUALIFICATION
SECTION 1. Membership
The membership of the Council shall be open to all persons, either individual or corporate, who are eligible for any one of the classes of membership in the Council defined in Section 2 and who have qualified for membership in the manner herein prescribed or as provided by resolution of the Board of Directors and who have maintained their membership in the Council in good standing.
The term “civil airport” as used herein shall mean and include airports owned or leased by a public corporation, authority, or commission, and also airports owned or leased by private corporations, or other private owners, that are used and are available for use by others than the owner or operator upon reasonable, uniform and non-discriminatory terms and conditions.
The term “public corporation” as used herein shall mean and include municipal corporations, political subdivisions, and other governmental agencies having legal authority to own, operate, manage or administer a public airport.
SECTION 2. Classes of Membership
The membership shall be of three classes:
Airport;
Non-Airport; and
Honorary
Each of said memberships shall be sustaining or supporting except the honorary memberships. All classes of members may be issued certificates of membership or membership cards as may be prescribed by the Board of Directors, and individuals who are selected by corporate members to represent such corporate members shall be issued an appropriate identification card authenticating such representation, to be signed by the titular head of the governing body of such corporate member and by the Secretary of this Council.
SECTION 3. Membership Dues
The dues of the Council may be segregated by class as indicated in Section 2. The amount of the dues for each class shall be as determined from time to time by the Board of Directors and are attached as Exhibit A.
SECTION 4. Eligibility and Membership
The several memberships of the Council and the rights, duties and privileges are:
Airport Membership. Airport membership shall be open to public or private corporations, authorities, commissions, governmental agencies or boards and other public or private agencies or Associations engaged in the management of public and private airports.
Each airport member shall be entitled to one vote at all meetings of the members of the Council which shall be cast by its designated representative, who shall possess the qualifications for membership set forth in this section.
Non-Airport Membership. All persons, firms and corporations who are sponsored for such membership by any airport member may become a non-airport member of the Council if engaged in one or more of the following activities:
The manufacture or sale of aeronautical equipment, accessories, or supplies including the sale of aircraft, aviation fuels, air navigation facilities, or equipment or materials used in the establishment, development, operation, maintenance or management of airports;
The publication of periodicals dealing with aviation;
The flight of aircraft, air commerce, aviation insurance, air schools, fixed base operations, or the ownership or operation of aircraft used, operated and maintained in public transportation or contract, taxi or charter operations;
Airport engineering, management surveys, catering, limousine, aircraft or automobile drive-yourself service; persons rendering professional services to airport governing bodies; and,
Government service.
The Board of Directors may prescribe by resolution further conditions in respect to non-airport membership.
Honorary Membership. Honorary membership shall be open to those individuals who are outstanding in the field or airport establishment, development, administration, management, operation, or in any related field of aviation. Honorary membership shall also be open to those individuals who have previously served as Chairman of the Council. The privilege of honorary membership shall be extended to such individuals by action of the Board of Directors or by unanimous vote of the corporate members of the Council at any annual or special meeting. Honorary membership may be extended for any period of time. Honorary members shall not be required to pay dues in the Council and shall exercise only such voting privileges as may be extended to them by action of the Board of Directors or by unanimous vote of the members in attendance upon any annual or special meeting.
SECTION 5. Payment of Fees
All membership fees shall be on a fiscal year basis, and shall be due on the first day of the fiscal year and payable within thirty (30) days of the due date. Any member failing to pay the required fee applicable to his membership within ninety (90) days of the due date shall cease to be an active member of the Council in good standing and during the period of delinquency shall not be entitled to exercise the rights of a member. Fees due for the current year must be paid in order to restore eligibility. Initial fees shall also constitute the first annual fees for all members for the first annual period.
SECTION 6. Annual and Other Meetings of Members
An annual meeting of the members of the Council shall be held each fall, at a time and place to be determined by the Board of Directors, for the purpose of electing Officers and Directors and for the transaction of such other business as may come before such annual meeting.
Other meetings of the members of the Council may be called by a two-thirds (2/3) vote of the Board of Directors or by one-fifth (1/5) of the voting membership of the Council. Any notice of a called meeting shall be issued at the directions of the Secretary, or in his absence, inability or refusal to act, by the Chairman or a Vice Chairman of the Council or by any two (2) Directors.
No meeting of the members shall be called or held upon less than five (5) days’ notice in writing to all members.
The fiscal year of the Council shall begin on July 1 and end on June 30 of the following year.
SECTION 7. Quorum
A quorum shall be present for the Board of Directors when forty percent (50%) of the elected Board are present; and for the annual meeting of members when fifteen percent (15%) of the corporate members are present. Such quorums shall be required at any regular of special meeting of the Board of Directors or annual members meeting in order to conduct business at such meeting.
Virtual digital attendance via computer or telephone will be permissible when previously approved by the Board of Directors. Notice of digital attendance must be provided with meeting notice at least 5 days in advance of meeting.
SECTION 8. Parliamentary Authority
The most current edition of Robert’s Rules of Order shall be the parliamentary authority of the Council on all questions not covered by these Bylaws.
SECTION 9. Nominating Committee
Within thirty (30) days following the election of the Chairman, the Chairman shall appoint a standing Nominating Committee consisting of a Chairman and two (2) members. Persons exercising the voting right of a corporate member are eligible for appointment to the Nominating Committee.
SECTION 10. Non-Airport Membership to Be Available Where Eligibility of Airport Member Cease
Any active airport member who shall cease to possess the qualifications for eligibility during any fiscal year, other than non-payment of fees, may continue to exercise all the privileges of membership until the end of that year, except voting upon Directors at the next annual meeting. Any such member, at any time, may request the Board of Directors for admission. The annual fee of any such former airport member shall continue to be the same when thus exercising the rights and privileges of a non-airport member. Non-airport members who cease to possess the qualifications upon which they were admitted, upon approval of the Board of Directors, may be permitted to retain non-airport membership upon the basis of previous qualifications but such membership may be revoked at the end of any annual period by appropriate action of said Committee.
SECTION 11. Term of Membership
The term of each membership in the Council shall coincide with the established fiscal year of the Council.
ARTICLE III – BOARD OF DIRECTORS
SECTION 1. Management
The business and affairs of the Council shall be managed by the Board of Directors under the direction and guidance of the Chairman in accordance with the provision of these By-Laws. The Board of Directors shall set policy and exercise general oversight.
SECTION 2. Election of Directors
The Board of Directors shall include the Officers and elected Directors, for a collective total of eight (8) persons, and who shall be persons actively involved in the field of aviation, and designated as the voting representatives of airport members. The Board of Directors shall include the Officers of the Council.
SECTION 3. Terms of Directors
Regular Terms. All Officers shall be Directors. Eight (8) Directors shall be elected by a vote of the members. Said Directors shall be divided into three (3) classes.
Two (2) Directors shall serve for a term of one (1) year;
Two (2) for a term of two (2) years; and
Four (4) for a term of three (3) years.
At all subsequent annual meetings of members after the first meeting, Directors shall be elected to full terms of three (3) years or to fill vacant or unexpired terms. The terms of Directors elected at any annual meeting shall commence upon their elections to office.
Minimum Attendance of Directors.Directors must attend a minimum of four (4) meetings of the Board of Directors each calendar year. Attendance may include virtual attendance of meetings as specified in Article II, section 7. The failure of a Director to attend the minimum number of such meetings, absent a showing of good cause approved by the Officers of the Board, shall result in the termination of such Director’s term of office as a Director.
Committees. Each Director shall be a member of a standing committee as appointed by the Chairman.
SECTION 4. Vacancies
Any vacancy occurring in the Board of Directors may be filled by a majority vote of the remaining Directors at the next Board meeting. A Director who fills such a vacancy shall serve until the next annual meeting and shall be added to the list of nominees for Board of Directors to be elected at the next annual meeting.
SECTION 5. Annual and Other Meeting
An annual meeting of the members of the Council shall be held each fall at a time and place to be determined by the Board of Directors, for the purpose of electing Officers and Directors and for the transactions of such other business as may come before such annual meeting.
Other meetings of the Council may be called by two-thirds (2/3) vote of the Board of Directors or by one-fifth of the voting membership of the Council. Any notice of a called meeting shall be issued at the direction of the Secretary, or in his absence, ability or refusal to act, the Chairman or Vice Chairman of the Council or by any two (2) Directors. No meeting of the members shall be called or held upon less than five (5) days’ notice in writing to all members.
The Board of Directors shall have such meetings as may be determined by the Board to be necessary. The Board shall determine the time and place of such meetings or a meeting may be called by the Chairman, or in his absence, the Vice Chairman, or one-third (1/3) of the Board of Directors.
Virtual digital attendance is permissible in accordance with provision of Article II, Section 7.
SECTION 6. Notice of Meetings
Notice of any regular or special meeting of the Board of Directors shall be given at least five (5) days previous thereto in writing. Such notice may be by electronic mail addressed to the business email address of each Director or to his address registered with the Secretary, or by USPS, Federal Express, United Parcel Service or by facsimile phone message. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, or delivered to Federal Express or United Parcel Service, in a sealed envelope so addressed with postage or charges thereon pre-paid. If by facsimile telephone message, such notice shall be deemed to be delivered when the facsimile transmission is complete and verified.
If sent electronically, such notice shall be delivered when sent. Any Director may waive written notice or other notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice thereof, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business there because such meeting has not been lawfully called or convened. The business to be transacted at any special meeting of the Board of Directors shall be specified in the notice or waiver of notice of such meeting.
SECTION 7. Manner of Acting
The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except with respect to any proposed change of the By-Laws. No action regarding the By-Laws may be taken without thirty (30) days prior written notice and the vote of two-thirds (2/3) of the total number of the Board of Directors.
SECTION 8. Committee Action
The Chairman, with the advice and consent of the Board of Directors, may appoint committees and may appoint representatives with titles and delegate authority thereto to perform such duties or tasks as may be determined by the Board.
ARTICLE IV – OFFICERS OF THE BOARD
SECTION 1. Officers
The Officers of the Council shall consist of:
Chairman;
Vice Chairman;
Secretary; and
Treasurer
SECTION 2. Election and Terms of Office
The Officers of the Council shall be elected for a term of one (1) year by the members at the annual fall meeting of the members.
Vacancies may be filled at any meeting of the Board of Directors. Each such Officers and Director shall hold and execute the authority of his/her office until his/her successor shall have been duly elected and shall have qualified.
SECTION 3. Removal
Any officer may be removed by a two-thirds (2/3) vote of the full membership of the Board of Directors.
SECTION 4. Chairman
The Chairman of the Council shall, in general, supervise all of its affairs, and Officers or Directors, or appointments.
The Chairman shall preside at all meetings of the Directors and members.
The Chairman may sign with the Secretary or any other authorized officer of the Council, certificates of corporate, associate, and honorary membership, and shall perform such other duties and shall assume and discharge such other responsibilities as the Board of Directors may authorize or direct.
SECTION 5. Vice Chairman
In the absence of the Chairman from any meeting, or in the event of the Chairman’s inability or refusal to act in the performance of official duties, the Vice Chairmen in the order of their succession, shall perform the duties of the Chairman and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman.
The Vice Chairman shall be the Chairman of the membership committee.
SECTION 6. Secretary
In the absence of the Vice Chairman from any meeting, or in the event of the Vice Chairman’s inability or refusal to act in the performance of official duties, the Secretary, in the order of their succession, shall perform the duties of the Vice Chairman and when so acting shall have all the powers of and be subject to all the restrictions upon the Vice Chairman.
The Secretary shall keep and maintain minutes of the members’ and the Board of Directors’ meetings, meeting minutes shall be approved during the following Board of Directors’ meeting or members’ meeting for certification and shall be retained in the permanent files of the Council.
The Secretary shall sign, with the Chairman or Vice Chairman, certificates of membership in the Council.
The Secretary shall perform all duties to the office and such other duties as from time to time may be directed by the Chairman or the Board of Directors.
SECTION 7. Treasurer
The Treasurer shall be responsible for all funds of the Council including the monitoring and collection of membership fees.
The Treasurer shall review receipts for any and all monies due and payable to the Council and monitor the deposits of all monies and funds of the Council in such banks, trust companies or other depositories as shall be designated by the Board of Directors.
SECTION 8. Executive Director
The Executive Director role for the Council is filled at the discretion and direction of the Chairman and the Board of Directors.
The role of Executive Director may only be fulfilled by an individual with a current Contract of Services voted upon by the Board of Directors and executed by the Chairman.
The Executive Director shall:
See that the minutes of the meetings of the members and of the Board of Directors are submitted to the Secretary for review and certification and placement in the permanent files of the Council;
Send out notices of membership and Board of Directors’ meetings;
Maintain a register or list of all members of the Council with their classification and voting rights;
Collect membership fees and provide regular financial report to the Treasurer and the Board of Directors;
Give receipts for any and all monies due and payable to the Council from any source whatsoever;
Deposit all monies and funds of the Council in such banks, trust companies or other depositories as shall be designated by the Board of Directors. The Executive Director may also execute all checks, manage and conduct the financial affairs of the Council under the direction of the Chairman and employ such accountants as may be necessary to complete quarter/annual reports for the Board of Directors;
Prepare an annual budget in advance of the annual meeting for approval by the Board of Directors.
SECTION 9. Board of Directors and Annual Budget
The Chairman, Vice Chairman, Secretary, and Treasurer shall constitute the Officers of the Board of Directors, and shall meet from time to time as may be called by the Chairman or a majority of the members of the Board of Directors.
All meetings of the Officers shall be open to any Director of the Board in good standing.
Proper notice of all meetings shall be provided in accordance with Article III, Section 6.
The Treasurer shall submit the annual budget prepared by him/her, or the Executive Director, for the Council to the Board of Directors for review and approval.
SECTION 10. Compensation
None of the Directors or Officers of the Council shall be paid any compensation for their regular services to the Council, but if the funds in the treasury permit, Officers, Directors or members may be compensated for reasonable and necessary out-of-pocket expenses in the performance of their official duties as approved by the Chairman.
The Board of Directors may employ and provide for the compensation of the Executive Director and such other employees as the Board of Directors directs are necessary.
The Executive Director shall secure any needed administrative offices but no action of the Executive Director shall commit the Council to the payment of expenses for which no provision has been made in the budget approved by the Board of Directors or membership of the Council.
ARTICLE V – FINANCIAL
SECTION 1. Contracts
The Executive Director, appointed by the Board of Directors, shall make, executive and deliver any instrument or other contract in the name and on behalf of the Council except for his/her own contract of employment. The authority to so make execute and deliver instruments and contracts shall be as determined by the Officers and may be general or confined to specific instruments.
SECTION 2. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Council shall be signed by an Officer or the Executive Director.
SECTION 3. Fiscal Year
The fiscal year of the Council shall begin on July 1 and end on the June 30 of the following year.
SECTION 4. Deposits
All funds of the Council not otherwise employed shall be deposited from time to time to the credit of the Council in such banks, trust companies or other depositories as the Chairman may direct.+
SECTION 5. Tax Compliance for Tax Exemptions
Notwithstanding anything to the contrary, nothing in these Bylaws shall be construed, interrupted, or implemented in any manner that will deprive or impair the Council’s qualification for tax exempt status from any and all local, State, or federal taxing authorities. In addition, the Council shall not act in any manner or engage in any conduct that may deprive or impair the Council’s qualification for tax-exempt status from any and all local, State, or federal taxing authorities. The Board of Directors is given exempt status afforded by any local, State, or federal taxing authority. The Board is further authorized to take all necessary steps to qualify for any relevant tax-exempt status afforded by any local, State, and federal taxing authorities.
SECTION 6. Audits
An annual audit of the financial affairs of the Council and such other audits as the Board of Directors may require shall be made by a certified public accountant named by the Officers.
EXHIBIT A – Membership Dues by class
Airport Member$150/year
Full airport membership may only be applied once payment is received.
Non-Airport Member$500/year
Non-Airport membership must be accompanied by sponsorship of an airport member in good standing.
Honorary Member Waived
Honorary membership is based on individuals cited by the Board of Directors as having met the requirements of Article II Section 4(c).
ByLaws
Illinois Airports Council
A Not-for-Profit Corporation
Organized Under the Laws of the State of Illinois
BYLAWS
ARTICLE I – NAME, STATEMENT OF PURPOSES AND PRINCIPLE OFFICE
SECTION 1. Name
The name of this corporation shall be the “Illinois Airports Council.”
SECTION 2. Purposes
The purposes of the Council shall be:
SECTION 3. Offices
The Council shall maintain its principal office in Illinois at such location as from time to time is fixed by the Board of Directors, which office shall be for the transaction of business and receipt of correspondence.
SECTION 4. Incorporation
The Council shall be incorporated as a not-for-profit corporation within and under the laws of the State of Illinois.
ARTICLE II – MEMBERSHIP, CLASSIFICATION AND QUALIFICATION
SECTION 1. Membership
The membership of the Council shall be open to all persons, either individual or corporate, who are eligible for any one of the classes of membership in the Council defined in Section 2 and who have qualified for membership in the manner herein prescribed or as provided by resolution of the Board of Directors and who have maintained their membership in the Council in good standing.
The term “civil airport” as used herein shall mean and include airports owned or leased by a public corporation, authority, or commission, and also airports owned or leased by private corporations, or other private owners, that are used and are available for use by others than the owner or operator upon reasonable, uniform and non-discriminatory terms and conditions.
The term “public corporation” as used herein shall mean and include municipal corporations, political subdivisions, and other governmental agencies having legal authority to own, operate, manage or administer a public airport.
SECTION 2. Classes of Membership
The membership shall be of three classes:
Each of said memberships shall be sustaining or supporting except the honorary memberships. All classes of members may be issued certificates of membership or membership cards as may be prescribed by the Board of Directors, and individuals who are selected by corporate members to represent such corporate members shall be issued an appropriate identification card authenticating such representation, to be signed by the titular head of the governing body of such corporate member and by the Secretary of this Council.
SECTION 3. Membership Dues
The dues of the Council may be segregated by class as indicated in Section 2. The amount of the dues for each class shall be as determined from time to time by the Board of Directors and are attached as Exhibit A.
SECTION 4. Eligibility and Membership
The several memberships of the Council and the rights, duties and privileges are:
Airport Membership. Airport membership shall be open to public or private corporations, authorities, commissions, governmental agencies or boards and other public or private agencies or Associations engaged in the management of public and private airports.
Each airport member shall be entitled to one vote at all meetings of the members of the Council which shall be cast by its designated representative, who shall possess the qualifications for membership set forth in this section.
Non-Airport Membership. All persons, firms and corporations who are sponsored for such membership by any airport member may become a non-airport member of the Council if engaged in one or more of the following activities:
The Board of Directors may prescribe by resolution further conditions in respect to non-airport membership.
Honorary Membership. Honorary membership shall be open to those individuals who are outstanding in the field or airport establishment, development, administration, management, operation, or in any related field of aviation. Honorary membership shall also be open to those individuals who have previously served as Chairman of the Council. The privilege of honorary membership shall be extended to such individuals by action of the Board of Directors or by unanimous vote of the corporate members of the Council at any annual or special meeting. Honorary membership may be extended for any period of time. Honorary members shall not be required to pay dues in the Council and shall exercise only such voting privileges as may be extended to them by action of the Board of Directors or by unanimous vote of the members in attendance upon any annual or special meeting.
SECTION 5. Payment of Fees
All membership fees shall be on a fiscal year basis, and shall be due on the first day of the fiscal year and payable within thirty (30) days of the due date. Any member failing to pay the required fee applicable to his membership within ninety (90) days of the due date shall cease to be an active member of the Council in good standing and during the period of delinquency shall not be entitled to exercise the rights of a member. Fees due for the current year must be paid in order to restore eligibility. Initial fees shall also constitute the first annual fees for all members for the first annual period.
SECTION 6. Annual and Other Meetings of Members
An annual meeting of the members of the Council shall be held each fall, at a time and place to be determined by the Board of Directors, for the purpose of electing Officers and Directors and for the transaction of such other business as may come before such annual meeting.
Other meetings of the members of the Council may be called by a two-thirds (2/3) vote of the Board of Directors or by one-fifth (1/5) of the voting membership of the Council. Any notice of a called meeting shall be issued at the directions of the Secretary, or in his absence, inability or refusal to act, by the Chairman or a Vice Chairman of the Council or by any two (2) Directors.
No meeting of the members shall be called or held upon less than five (5) days’ notice in writing to all members.
The fiscal year of the Council shall begin on July 1 and end on June 30 of the following year.
SECTION 7. Quorum
A quorum shall be present for the Board of Directors when forty percent (50%) of the elected Board are present; and for the annual meeting of members when fifteen percent (15%) of the corporate members are present. Such quorums shall be required at any regular of special meeting of the Board of Directors or annual members meeting in order to conduct business at such meeting.
Virtual digital attendance via computer or telephone will be permissible when previously approved by the Board of Directors. Notice of digital attendance must be provided with meeting notice at least 5 days in advance of meeting.
SECTION 8. Parliamentary Authority
The most current edition of Robert’s Rules of Order shall be the parliamentary authority of the Council on all questions not covered by these Bylaws.
SECTION 9. Nominating Committee
Within thirty (30) days following the election of the Chairman, the Chairman shall appoint a standing Nominating Committee consisting of a Chairman and two (2) members. Persons exercising the voting right of a corporate member are eligible for appointment to the Nominating Committee.
SECTION 10. Non-Airport Membership to Be Available Where Eligibility of Airport Member Cease
Any active airport member who shall cease to possess the qualifications for eligibility during any fiscal year, other than non-payment of fees, may continue to exercise all the privileges of membership until the end of that year, except voting upon Directors at the next annual meeting. Any such member, at any time, may request the Board of Directors for admission. The annual fee of any such former airport member shall continue to be the same when thus exercising the rights and privileges of a non-airport member. Non-airport members who cease to possess the qualifications upon which they were admitted, upon approval of the Board of Directors, may be permitted to retain non-airport membership upon the basis of previous qualifications but such membership may be revoked at the end of any annual period by appropriate action of said Committee.
SECTION 11. Term of Membership
The term of each membership in the Council shall coincide with the established fiscal year of the Council.
ARTICLE III – BOARD OF DIRECTORS
SECTION 1. Management
The business and affairs of the Council shall be managed by the Board of Directors under the direction and guidance of the Chairman in accordance with the provision of these By-Laws. The Board of Directors shall set policy and exercise general oversight.
SECTION 2. Election of Directors
The Board of Directors shall include the Officers and elected Directors, for a collective total of eight (8) persons, and who shall be persons actively involved in the field of aviation, and designated as the voting representatives of airport members. The Board of Directors shall include the Officers of the Council.
SECTION 3. Terms of Directors
Regular Terms. All Officers shall be Directors. Eight (8) Directors shall be elected by a vote of the members. Said Directors shall be divided into three (3) classes.
At all subsequent annual meetings of members after the first meeting, Directors shall be elected to full terms of three (3) years or to fill vacant or unexpired terms. The terms of Directors elected at any annual meeting shall commence upon their elections to office.
Minimum Attendance of Directors. Directors must attend a minimum of four (4) meetings of the Board of Directors each calendar year. Attendance may include virtual attendance of meetings as specified in Article II, section 7. The failure of a Director to attend the minimum number of such meetings, absent a showing of good cause approved by the Officers of the Board, shall result in the termination of such Director’s term of office as a Director.
Committees. Each Director shall be a member of a standing committee as appointed by the Chairman.
SECTION 4. Vacancies
Any vacancy occurring in the Board of Directors may be filled by a majority vote of the remaining Directors at the next Board meeting. A Director who fills such a vacancy shall serve until the next annual meeting and shall be added to the list of nominees for Board of Directors to be elected at the next annual meeting.
SECTION 5. Annual and Other Meeting
An annual meeting of the members of the Council shall be held each fall at a time and place to be determined by the Board of Directors, for the purpose of electing Officers and Directors and for the transactions of such other business as may come before such annual meeting.
Other meetings of the Council may be called by two-thirds (2/3) vote of the Board of Directors or by one-fifth of the voting membership of the Council. Any notice of a called meeting shall be issued at the direction of the Secretary, or in his absence, ability or refusal to act, the Chairman or Vice Chairman of the Council or by any two (2) Directors. No meeting of the members shall be called or held upon less than five (5) days’ notice in writing to all members.
The Board of Directors shall have such meetings as may be determined by the Board to be necessary. The Board shall determine the time and place of such meetings or a meeting may be called by the Chairman, or in his absence, the Vice Chairman, or one-third (1/3) of the Board of Directors.
Virtual digital attendance is permissible in accordance with provision of Article II, Section 7.
SECTION 6. Notice of Meetings
Notice of any regular or special meeting of the Board of Directors shall be given at least five (5) days previous thereto in writing. Such notice may be by electronic mail addressed to the business email address of each Director or to his address registered with the Secretary, or by USPS, Federal Express, United Parcel Service or by facsimile phone message. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, or delivered to Federal Express or United Parcel Service, in a sealed envelope so addressed with postage or charges thereon pre-paid. If by facsimile telephone message, such notice shall be deemed to be delivered when the facsimile transmission is complete and verified.
If sent electronically, such notice shall be delivered when sent. Any Director may waive written notice or other notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice thereof, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business there because such meeting has not been lawfully called or convened. The business to be transacted at any special meeting of the Board of Directors shall be specified in the notice or waiver of notice of such meeting.
SECTION 7. Manner of Acting
The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except with respect to any proposed change of the By-Laws. No action regarding the By-Laws may be taken without thirty (30) days prior written notice and the vote of two-thirds (2/3) of the total number of the Board of Directors.
SECTION 8. Committee Action
The Chairman, with the advice and consent of the Board of Directors, may appoint committees and may appoint representatives with titles and delegate authority thereto to perform such duties or tasks as may be determined by the Board.
ARTICLE IV – OFFICERS OF THE BOARD
SECTION 1. Officers
The Officers of the Council shall consist of:
SECTION 2. Election and Terms of Office
The Officers of the Council shall be elected for a term of one (1) year by the members at the annual fall meeting of the members.
Vacancies may be filled at any meeting of the Board of Directors. Each such Officers and Director shall hold and execute the authority of his/her office until his/her successor shall have been duly elected and shall have qualified.
SECTION 3. Removal
Any officer may be removed by a two-thirds (2/3) vote of the full membership of the Board of Directors.
SECTION 4. Chairman
The Chairman of the Council shall, in general, supervise all of its affairs, and Officers or Directors, or appointments.
The Chairman shall preside at all meetings of the Directors and members.
The Chairman may sign with the Secretary or any other authorized officer of the Council, certificates of corporate, associate, and honorary membership, and shall perform such other duties and shall assume and discharge such other responsibilities as the Board of Directors may authorize or direct.
SECTION 5. Vice Chairman
In the absence of the Chairman from any meeting, or in the event of the Chairman’s inability or refusal to act in the performance of official duties, the Vice Chairmen in the order of their succession, shall perform the duties of the Chairman and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman.
The Vice Chairman shall be the Chairman of the membership committee.
SECTION 6. Secretary
In the absence of the Vice Chairman from any meeting, or in the event of the Vice Chairman’s inability or refusal to act in the performance of official duties, the Secretary, in the order of their succession, shall perform the duties of the Vice Chairman and when so acting shall have all the powers of and be subject to all the restrictions upon the Vice Chairman.
The Secretary shall keep and maintain minutes of the members’ and the Board of Directors’ meetings, meeting minutes shall be approved during the following Board of Directors’ meeting or members’ meeting for certification and shall be retained in the permanent files of the Council.
The Secretary shall sign, with the Chairman or Vice Chairman, certificates of membership in the Council.
The Secretary shall perform all duties to the office and such other duties as from time to time may be directed by the Chairman or the Board of Directors.
SECTION 7. Treasurer
The Treasurer shall be responsible for all funds of the Council including the monitoring and collection of membership fees.
The Treasurer shall review receipts for any and all monies due and payable to the Council and monitor the deposits of all monies and funds of the Council in such banks, trust companies or other depositories as shall be designated by the Board of Directors.
SECTION 8. Executive Director
The Executive Director role for the Council is filled at the discretion and direction of the Chairman and the Board of Directors.
The role of Executive Director may only be fulfilled by an individual with a current Contract of Services voted upon by the Board of Directors and executed by the Chairman.
The Executive Director shall:
SECTION 9. Board of Directors and Annual Budget
The Chairman, Vice Chairman, Secretary, and Treasurer shall constitute the Officers of the Board of Directors, and shall meet from time to time as may be called by the Chairman or a majority of the members of the Board of Directors.
All meetings of the Officers shall be open to any Director of the Board in good standing.
Proper notice of all meetings shall be provided in accordance with Article III, Section 6.
The Treasurer shall submit the annual budget prepared by him/her, or the Executive Director, for the Council to the Board of Directors for review and approval.
SECTION 10. Compensation
None of the Directors or Officers of the Council shall be paid any compensation for their regular services to the Council, but if the funds in the treasury permit, Officers, Directors or members may be compensated for reasonable and necessary out-of-pocket expenses in the performance of their official duties as approved by the Chairman.
The Board of Directors may employ and provide for the compensation of the Executive Director and such other employees as the Board of Directors directs are necessary.
The Executive Director shall secure any needed administrative offices but no action of the Executive Director shall commit the Council to the payment of expenses for which no provision has been made in the budget approved by the Board of Directors or membership of the Council.
ARTICLE V – FINANCIAL
SECTION 1. Contracts
The Executive Director, appointed by the Board of Directors, shall make, executive and deliver any instrument or other contract in the name and on behalf of the Council except for his/her own contract of employment. The authority to so make execute and deliver instruments and contracts shall be as determined by the Officers and may be general or confined to specific instruments.
SECTION 2. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Council shall be signed by an Officer or the Executive Director.
SECTION 3. Fiscal Year
The fiscal year of the Council shall begin on July 1 and end on the June 30 of the following year.
SECTION 4. Deposits
All funds of the Council not otherwise employed shall be deposited from time to time to the credit of the Council in such banks, trust companies or other depositories as the Chairman may direct.+
SECTION 5. Tax Compliance for Tax Exemptions
Notwithstanding anything to the contrary, nothing in these Bylaws shall be construed, interrupted, or implemented in any manner that will deprive or impair the Council’s qualification for tax exempt status from any and all local, State, or federal taxing authorities. In addition, the Council shall not act in any manner or engage in any conduct that may deprive or impair the Council’s qualification for tax-exempt status from any and all local, State, or federal taxing authorities. The Board of Directors is given exempt status afforded by any local, State, or federal taxing authority. The Board is further authorized to take all necessary steps to qualify for any relevant tax-exempt status afforded by any local, State, and federal taxing authorities.
SECTION 6. Audits
An annual audit of the financial affairs of the Council and such other audits as the Board of Directors may require shall be made by a certified public accountant named by the Officers.
EXHIBIT A – Membership Dues by class
Airport Member $150/year
Full airport membership may only be applied once payment is received.
Non-Airport Member $500/year
Non-Airport membership must be accompanied by sponsorship of an airport member in good standing.
Honorary Member Waived
Honorary membership is based on individuals cited by the Board of Directors as having met the requirements of Article II Section 4(c).