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By-Laws

Article I - Name

Section 1.01 - The name of the Corporation, herein called the Club or the Association, shall be the Toledo Flying Club, Inc.

Article II - Address

Section 2.01 - The Corporation shall maintain its location at the Ed Carlson Memorial Field - South Lewis County Airport, 5235 Jackson Highway, Lewis County, Washington, 98591, and maintain its mailing address as PO Box 128, Toledo, WA 98591.

Article III - Club Property

Section 3.01 - All property, including but not limited to aircraft, accessories, buildings, furnishings, and supplies purchased by the Corporation shall be owned in the name of the Corporation.

Article IV - Corporate Powers

Section 4.01 - The corporate powers of the Association shall be vested in the Officers and Trustees, herein called the Board, each member having equal interest and privilege. They shall be Active Members.

Section 4.02 - The Officers and Trustees shall be held harmless from any and all liability including, but not limited to, liability for negligence for any personal injury or property damage, and for any wrongful death action, by any person or their heirs or estate, arising out of flight in aircraft operated by the Toledo Flying Club, Inc.

Article V - Officers and Trustees

Section 5.01 - The officers of this Association shall consist of the President, Vice-President, Secretary-Treasurer, Maintenance Officer and Safety Officer, constituting five members of the Board. These five positions shall serve two year terms, with the President and Maintenance Officer standing for election on odd years and the Vice-President, Secretary-Treasurer and Safety Officer standing for election on even years at the Annual General Meeting, and shall be elected by majority vote of the members in good standing of the Toledo Flying Club, Inc., in attendance at that meeting.

Section 5.02 - Three members shall be elected as Trustees, constituting three members of the Board. Each Trustee shall serve a three year term. Terms shall be staggered so that one Trustee shall be elected at the Annual General Meeting, by a majority vote of the active members of the Toledo Flying Club, Inc., in attendance at that meeting.

Section 5.03 - A vacancy in any position of Officer or Trustee shall be filled from the membership by a majority vote of the Board. The appointed Officer or Trustee will serve the remainder of the original term.

Section 5.04 - All Board Members are expected to participate in all TFC Board and Club meetings and hearings. When a Board Member’s attendance falls below 75% for any 6 month period, that Board Member may be replaced by a majority vote of the Board. If a Board Member’s attendance falls below 50% for any 6 month period, that Board Member will be replaced by the Board.

Article VI. Duties of Officers and Trustees

Section 6.01 - President

  • Serve as Chairman of the Board.
  • Conduct meetings of the Club.
  • Call special meetings as appropriate.
  • Appoint all committees.
  • Sign contracts or other instruments of the Corporation.
  • Must be bonded each year in office.

Section 6.02 - Vice-President

  • Conduct meetings in the absence of the President.
  • Promote membership and public relations.
  • Require that all members provide documents to the Club regarding currency of their medical and flight review requirements, and maintain records of same.

Section 6.03 - Secretary-Treasurer

  • Conduct meetings in the absence of the President and Vice-President.
  • Supervise or conduct an accurate record of finance and business activities, to include the collection and maintenance of all corporate funds, and the collection of fees and dues from all members.
  • Maintain all necessary and customary records of the Club.
  • Call special meetings as appropriate.
  • Maintain the By-Laws of the Club and make a copy of the By-Laws available to each member of the Club.
  • Record and maintain the minutes of all meetings of the Club.
  • Sign contracts and instruments of the Corporation.
  • Must be bonded each year in office.
  • Compose and dispatch all correspondence of the Club.
  • Ensure that an independent financial reconciliation of the Toledo Flying Club, Inc., is conducted biennially during odd-numbered years and presented to the membership for approval during the Annual General Meeting of that year.

Section 6.04 - Maintenance Officer

  • Follow the guidelines delineated in the FAA Advisory Circular AC43.13-1B and AC43.13-2A, and other applicable FARs.
  • Ensure that all operational aircraft of the Corporation are maintained in airworthy condition.
  • Assist and instruct Club members in the proper care and use of Club aircraft and equipment.
  • Enlist and supervise other members of the Association to maintain Club aircraft or property.
  • Ensure all aircraft log books and records are maintained.
  • Provide the board with lists of items requiring maintenance, which is not of a routine nature, for each aircraft with associated costs estimates for each item.
  • Obtain board approval prior to maintenance expenditures over $500 for any item which is not of a routine nature.

Section 6.05 - Safety Officer

  • Monitor the activities and procedures of the Club to maintain a safe operating environment.
  • Advise the Board on such matters deemed appropriate to safe ground and flight operations.
  • Participate on behalf of the Club and the Board in activities of other agencies that educate and promote safety.
  • Enforce all applicable flying regulations and procedures on behalf of the Board.
  • Ensure maintenance of survival kits.

Section 6.06 - Trustees

  • Serve as members of the Board.
  • Provide continuity to the board by serving three-year staggered terms.

Article VII - Meetings and Voting

Section 7.01 - The Association shall hold regular meetings on the first Wednesday of each month, and the Board meeting on the third Wednesday of the month, at the Ed Carlson Memorial Field - South Lewis County Airport. Should a major holiday fall on the Wednesday of a regularly scheduled meeting, that meeting will be held on the Thursday of that same week. Holidays that would affect the normal meeting schedule are New Year's Eve, New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Christmas Eve, and Christmas Day. With adequate notification, the specific day and number of meetings may be altered to take into consideration holidays and other contingencies.

Section 7.02 - Nominations of Officers and Trustees shall be held during the regular meeting in the month of April.

Section 7.03 - The regular meeting on the first Wednesday in May shall constitute the Annual General Meeting of the Association, at which the annual election of Officers and a member of the Trustees shall be held.

Section 7.04 - All Active Members shall be allowed one vote at regular meetings when such votes are called. Only members of the Board shall cast votes when taken at Board meetings.

Section 7.05 - At all regular meetings of the Club, the Active Members attending shall constitute a quorum for the purpose of conducting the business of the Club.

Section 7.06 - At all Board meetings of the Club, five members of the eight-member Board must be present to conduct the business of the Club.

Section 7.07 - Special meetings of the Club may be called at any time by the President or Secretary-Treasurer, or by written petition bearing the signatures of one half of the Active Membership of the Association. A reasonable effort will be made to notify all members of the Association of the date, time, and location of any special meeting. Only that business for which the meeting is called may be decided at any special meeting.

Section 7.08 - Club meetings shall be conducted in accordance with Robert’s Rules of Order.

Section 7.09 - Sale or purchase of Club assets or obtaining loans or other indebtedness will be considered after a written proposal is submitted to the membership for a vote. The membership must be notified a minimum of 5 days preceding any such vote. The decision will be decided by majority vote of persons attending the meeting. A special meeting may be called for the purpose of this vote.

Article VIII - Membership

Section 8.01 - The Board shall set the membership limit of the Association.

Section 8.02 - To be eligible for membership, an applicant must have presented themselves at one regular meeting of the Association, and be favorably passed by motion with not less than a ninety one percent (91%) affirmative vote of those Active Members present at that meeting.

Section 8.03 - Membership in the Association shall be classified as Active, Inactive, Associate, Delinquent, or Suspended, and is not transferable. Terminated members shall have no standing in the Club.

  • Active members are those in good standing which is defined as a member not more than one month in arrears, from due date, of flying charges, dues, or other indebtedness, and is not under suspension for any reason.
  • Inactive members are those that have requested in writing and been granted such status by a vote of the Board. The Board will consider such requests only for unusual circumstances and for a maximum of one year. Members may request an extension, in writing, for up to one year. If there is no contact by the member at the end of the first requested period, the member will be terminated. If there is no contact by the member at the end of the second, extended period, the member will be terminated. Members on inactive status shall not be assessed dues during months in which they are inactive, nor shall they have the use of Club aircraft or facilities. Upon written or verbal notification members in the military assigned to a duty station other than their home duty station will be granted inactive status while assigned to their temporary duty station.
  • Associate members are the immediate relatives residing in the principal residence of an active member. They shall be voted on by the membership, and must remit $100 plus one month's dues, and continue to pay dues to maintain membership.
  • Delinquent members are those that are more than thirty (30) days in arrears of flying charges, dues, or other indebtedness, and not under suspension for any reason. Delinquent members may have Club privileges withheld until accounts are brought up to date.
  • Suspended members are those members suspended by the Board as described, and shall have no rights or privileges of membership while suspended. Suspended members must continue to pay dues to the Association during a suspension, and shall be subject to termination for non-payment of dues or other indebtedness to the Club.

Section 8.04 - Each member shall have only one share of the ownership in the Corporation.

Section 8.05 - The Club rules and regulations shall be policed by the entire membership. All complaints and any suggestions shall be filed with the Club President and the Club President will bring the complaints or suggestions to the attention of the Board. Any violations of the FAR’s or Club regulations shall be acted upon by the Board and shall be cause for immediate reprimand or suspension as voted by the Board.

Section 8.06 - Any member under consideration for suspension or termination by the Board will be notified by registered mail sent to the last known address of such member by the Secretary-Treasurer and may attend a meeting of the board conducted for that purpose. At that meeting, the member may present evidence, information, documentation or witnesses on their behalf. Any member of the Club may be suspended or have their membership terminated by a majority vote of the Board, which shall record and have entered into the minutes all information as to cause for such suspension or termination. The decision of the Board shall be final, and may not be appealed to the membership.

Article IX - Assessments and Delinquency

Section 9.01 - No special assessments are to be levied upon the members of the Club at any time.

Section 9.02 - Each Active, Associate, Delinquent or Suspended member is required to pay the regular monthly dues as set by the Board to remain in good standing and retain membership in the Association.

Section 9.03 - Any member that is delinquent of three (3) months dues is subject to termination by a vote of the Board. A member that is terminated shall be notified in writing by the Secretary-Treasurer, mailed by register mail to the last known address of the member.

Section 9.04 - Any flying time not paid for at the termination of the flight at Ed Carlson Memorial Field may be considered delinquent and future flight privileges may be suspended until the members account is brought up to date.

Article X -Flight Operations

Section 10.01 - All flights in Club aircraft shall be conducted in compliance with all Federal Aviation Regulations.

Section 10.02 - Club members are required to comply with flight policies and procedures or regulations established by the Board.

Article XI - Damage to Equipment

Section 11.01 - Any damage to equipment or aircraft must be reported to the Board as soon as possible. The Board shall then make recommendations to the membership regarding a plan of action concerning the damage.

Section 11.02 - All accidents/incidents involving Club aircraft shall be investigated by a committee comprised of the Board and two other members either appointed by the Board or chosen from the membership by the party under investigation, at the Board’s option. This committee shall rule on the question of whether or not the damage or loss was caused wholly or in part by negligence, pilot error, or violation of FAA or Association regulations, and decide the course of action for recovery of financial loss to the Association.

Section 11.03 - The member in possession of any equipment or aircraft of the Club shall be responsible for any and all damages to that equipment or aircraft, and shall reimburse the Association for the insurance deductible if applied toward damages. Damages caused by the member’s own carelessness, negligence, or due to violation of Article X of these By-Laws, is cause for the Association to hold that member liable for all damages regardless of insurance coverage.

Section 11.04 - An FAA finding of negligence shall automatically govern the findings of the committee. In case of doubt as to the cause of the accident, the Association shall be governed by findings of an FAA or National Transportation Safety Board (NTSB) investigation if conducted.

Article XII - General Finance

Section 12.01 - The Toledo Flying Club’s fiscal philosophy is to provide economical flying opportunities to its members. The TFC strives to balance expenditures and income to keep the club fiscally sound while building reserves to ensure proper maintenance and future replacement of assets.

Section 12.02 - No member of the Association is authorized to make purchases in the name of the Association except by prior agreement from the Board or by permission of the Secretary-Treasurer. Repairs in an emergency or while on a cross-country trip, without prior approval, will be considered done in the member’s name, but shall be reimbursed if the Board finds such expenditures to be necessary and reasonable.

Section 12.03 - All financial transactions will be processed through the Secretary Treasurer or President including but not limited to: membership fees, monthly dues, flying payments, bill payments, refunds to members, credits from any source to individual member accounts.

Section 12.04 - Only gasoline and oil of the proper specifications for each aircraft shall be used. When fuel is purchased away from the Ed Carlson Memorial Field - South Lewis County Airport, the member shall be credited on their flying bill for that flight up to the amount charged per gallon at the Ed Carlson Memorial Field - South Lewis County Airport pumps, and for oil at a reasonable price if purchased off site.

Section 12.05 - Dues or other indebtedness are due and payable in full by the 10th of each month. Flyable allowances may be applied only by members current in dues and who have flown a flight not less than one hour duration in the month in which the flyable is allowed.

Section 12.06 - Flying time is not on a credit basis; all flying time must be paid for at the end of each flight unless the member has a positive account balance that exceeds the costs of the flight.

Section 12.07 - The hourly rate for all Association aircraft, and all other fees or allowances, shall be established by the Board based on analysis of the financial requirements for operation of each aircraft owned by the Corporation and the property of the Toledo Flying Club, Inc.

Article XIII - Amendments and Expectations

Section 13.01 - Amendments to these By-Laws may be proposed in writing at any meeting by any active member. Changes to the By-Laws may be made by majority vote of active members in attendance at the regular meeting where the proposed changes are presented for question. The membership must be notified a minimum of 5 days preceding any vote to change By-Laws.

Section 13.02 - The Secretary-Treasurer shall make available to each member a current copy of these By-Laws. Each member is expected to become familiar with and abide by these By-Laws and other written policies and procedures of the Toledo Flying Club.

Last Updated on Thursday, 10 September 2009 10:58