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Article I – Membership
Section A.
Application for membership shall be made in writing on the appropriate
form designed and provided by the association. Each application must
include the recommendation of one active member of the association and
be sent to the Secretary for consideration and possible approval by
the Board of Directors. The board’s approval constitutes acceptance
of the application for membership
Section B.
All applications for membership must be accompanied by the payment of
that current fiscal year’s dues.
Section C.
Active membership status requires either residence in the Greater
Orlando Area and/or a direct business interest and active function
involving the Orlando air cargo community.
Section D.
Inactive membership status involves any interested individual who is a
non-resident of the Greater Orlando Area and/or has no direct business
interest or active function within the Orlando air cargo community.
Section E.
Honorary membership requires approval by the Board of Directors. This
status affords full association privileges without any payment of
annual dues. Honorary members may not vote or hold office but retain
their honorary status for life unless revoked by action of the Board
of Directors.
Section F.
Any member may be suspended for duration of time prescribed or have
membership status revoked for cause by unanimous vote of the Board of
Directors and membership present at any meeting.
Section G.
A
member leaving the association’s jurisdiction may transfer membership
to a person succeeding that position in their respective employment,
affiliation or organization with the dues waived for the remainder of
that year.
Section H.
A
corporation may purchase membership, which would allow up to (three) 3
employees to hold membership.
Article II – Duties of Officers and Board of Directors
Section A: President
The President is to preside at all meetings, appoint all committees,
reign as Chairman of the Board of Directors, and rule on all matters
of parliamentary procedure as governed by Roberts Rules of Order.
Section B: 1st Vice President
The 1st Vice President shall preside in all matters in the
absence of the President. The 1st Vice President shall
also act in the capacity of any other absent officer in any meeting
and is responsible for programs at all regular meetings of the
association.
Section C: 2nd Vice President
The 2nd Vice President shall preside in all matters in the
absence of the President and 1st Vice President. The 2nd
Vice President shall be responsible for all activities of all
committees as appointed by the President. The 2nd Vice
President is responsible for all new membership activity.
Section D: Secretary
The Secretary shall maintain records of all meetings of the
association and Board of Directors, handle all association
correspondence, receive monies for dues in conjunction with the
Treasurer, maintain a current list of association members, and issue
calls for all regular and special meetings of the association. The
Secretary shall be exempt from dues during tenure and shall be
responsible for reasonable operating expenses as authorized and
allocated by the Board of Directors.
Section E: Treasurer
The Treasurer shall be responsible for all monies of the association.
The Treasurer shall collect membership dues via the Secretary, execute
payment of all authorized expenditures for the association and
maintain a current, accurate record in the form of a monthly financial
statement subject to audit and approval by the Board of Directors.
The Treasurer shall secure a bond acceptable to the Board of Directors
set in the amount of $2500.00, the cost of which shall be paid for by
the association. The Treasurer shall be exempt from dues during
tenure and shall be responsible for reasonable operating expenses as
authorized and allocated by the Board of Directors.
1)
All Monies received by the Treasurer
shall be deposited in a bank approved by the Board of Directors will
all check subject to the Treasurer’s signature countersigned by the
President.
2)
In preparation on the annual financial
statement, an audit shall be performed thirty (30) days prior to the
annual meeting. An annual financial statement shall be prepared from
this audit and presented to the membership at the annual meeting for
their review.
Section F: Board of Directors
The Board of Directors shall be responsible for the execution of the
authorized activities of the association, conduct all pending business
of the association between regular meetings, make pertinent
recommendations to the membership, authorize all expenditures so as
not to create any indebtedness beyond the income of the association
nor disperse funds not essential to the purpose of the association,
and hold special meetings when scheduled by the President or by
written request of ten active members of the association in good
standing. A majority vote of the Board of Directors shall have
executive power to veto or modify the action of any officers of the
association. Six members of the Board shall constitute a quorum.
Article III – Election of the Officers and Board of Directors
Section A: Officers’ Term of Office
As
specified in the constitution, officers of the association shall
consist of a President, 1st Vice President, 2nd
Vice President, Secretary and Treasurer. No more than one elected
officer shall be from the same company, organization, or corporation.
The term of office for elected officers shall be for fiscal year
beginning June 1 and ending May 31.
Section B: Board of Directors’ Term of Office
The Board of Directors shall consist of eleven (11) active members,
six of whom shall be the current President, most recent past
President, 1st Vice President, 2nd Vice
President, Secretary and Treasurer. The members of the Board of
Directors, with the exception of the association officers, shall serve
for a term of two (2) years. There will be five (5) elected Board of
Directors seats whose terms will expire on and odd/even, seat/year
rotation. The five Directors shall occupy positions numbered 1, 2, 3,
4, 5, which shall be called Seats. Elections for even numbered Seats
shall be held in even numbered years. Except for the initial year,
these Seats shall serve a two-year term.
Section C: Nominations
At
lease sixty (60) days prior to the annual meeting is May, the
President shall appoint a nominating committee composed of three (3)
Directors, who shall prepare a list of candidate for the officers of
the association on the Board of Directors to succeed those whose terms
will expire May 31, also any vacancy which may exist. No candidate
for office in this association shall be nominated unless he has been a
member in good standing for a minimum of one (1) year. This committee
shall present the names of such nominees in writing to the President
prior to the May meeting. The report of the nominating committee
shall be presented to the membership at the annual meeting in May,
after which nominations from the floor will be accepted. No
candidate for office, in this association, shall be nominated unless
he has been a member in good standing for a minimum of one (1) year,
or the candidates company has been a member in good standing for a
minimum of one (1) year.
Article IV – Vacancies
Section A.
In
the event of a vacancy in the office of President during his/her term
of office, same will be filed by the 1st Vice President
Section B.
Vacancies occurring in the offices of the Vice President, Secretary,
Treasurer, or Board of Directors by resignation, negligence or
otherwise may be filed for the unexpired term by the Board of
Directors.
Section C.
Negligence constitutes three (3) absences from scheduled meetings
without justifiable cause.
Article V – Meetings
Section A.
The regular meetings of the association shall be held on the second
Tuesday of each month. For valid reasons the Board of Directors may
change the meeting date for the regular meeting or authorize the
elimination or suspension of any regular monthly meetings. Special
meetings may be called by the Secretary on approval of the President.
Twenty percent (20%) of the membership shall constitute a quorum,
except that forty percent (40%) of the membership shall constitute a
quorum for consideration of changes in the Constitution and By-Laws. A
two-thirds majority of those present will present will be required for
any ratification.
Section B.
The Board of Directors will meet at least once a month unless the
monthly meeting(s) has been suspended or postponed.
Section C.
The annual meeting of the association shall be held in the month of
May, date to selected by the Board of Directors.
Article VI – Rules
Section A.
Roberts Rules of Order shall govern the procedures at the meetings of
the association when in question of procedures.
Article VII – Order of Business
Sections A.
The order of business at all regular business meetings shall be:
1.
Reading of the minutes of the last
meeting.
2.
Report of the officers and Board of
Directors.
3.
Report of committees.
4.
Business agenda.
5.
News/Reports, dialogue with GOAA
6.
Adjournment
Article VIII – Dues
Section A.
The dues for membership shall be determined by the Board of Directors.
Section B.
If
the new members are accepted any time during the year, they shall pay
for the entire year.
Section C.
A
member in arrears for dues after October 31 is subject to removal at
the discretion of the Board of Directors. The Secretary shall issue
notice in writing pf delinquent dues by September 30.
Article IX – Amendments
Section A.
The articles of these By-Laws may be amended by a two-thirds vote of
the members present at any meeting of the association, provided that
notice of each amendment is given in writing to each member not less
than fifteen (15) days before the meeting at which the amendment will
be voted upon. A petition of ten (10) members in writing shall be
sufficient instruction for the Secretary to mail notice of a proposed
amendment(s).
Article X – Voting
Section A.
Voting privileges shall be restricted to one vote per active member as
defined in Article III of the Constitution.
Article XI – Distribution
Section A.
Following adoption of these By-Laws; the Secretary shall retain an
official copy thereof and shall have this copy present at all meetings
of the association and of the Board of Directors. A copy shall be
furnished to each officer and Board Member. By request a copy shall
be made available to any member.
Witness this day
June 13, 1989, these By-Laws were presented, accepted and ratified by
the membership.
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