ALASKA AIRMEN’S ASSOCIATION BYLAWS REVISION
RESTATED CORPORATE BYLAWS FOR ALASKA AIRMEN’S ASSOCIATION
(dated Sept 03, 2013)
ALASKA AIRMEN’S ASSOCIATION BYLAWS
RESTATED CORPORATE BYLAWS FOR
Alaska Airmen’s Association
Article I – Offices
Section 1. Registered Office and Registered Agent.
The registered office shall be located at 4200 Floatplane Drive and may be changed by a resolution of the Board of Directors and filed with the State of Alaska.
Section 2. Principal Office.
The principal office of the Corporation in the State of Alaska shall be located in Anchorage. The Corporation may have other offices as determined by the Board of Directors.
Article II – Membership
Section 1. Membership Eligibility.
The Corporation shall have members. Any person may become a member of the Corporation by paying the specified annual membership fee and subscribing to the purpose of the Corporation.
Section 2. Membership Year.
The Membership year shall commence the day the membership is instated and continue for one (1) year.
Section 3. Membership Classes and Dues.
There shall be five classes of members; Individual, Family, Corporate, Student, and Life. Each member shall have one vote with the exception of Family and Family Life which will receive two (2) votes. Annual membership fees shall be established by resolution of the Board of Directors in accordance with the financial needs of the Association.
Section 4. Authority of Membership.
The Membership of the Corporation shall have authority to nominate Directors and to vote on any proposal of merger, consolidation or dissolution of the Corporation. Directors will take office, following review and formal appointment by the Board of Directors at the Annual Meeting of Members in the first quarter of the fiscal year.
Article III -Meetings of the Membership
Section 1. Annual Meeting.
An annual meeting of the Membership shall be held in the first quarter of each fiscal year for the purpose of formalizing the newly elected Board of Directors, for the election of Officers of the Association and for the transaction of any other authorized business of the Membership.
Section 2. Special Meetings.
Special meetings of the Membership may be called by the presiding Officer of the Board of Directors, the Board of Directors, or if there are Members other than the Board of Directors, by not less than one-tenth of the Membership.
Section 3. Place of Meeting.
The Board of Directors may designate any place as the place of meeting for any annual or special meeting. If the Board of Directors does not designate a location, then the place of meeting shall be the registered office of the Corporation in the State of Alaska.
Section 4. Notice of Meetings.
Written notice stating the place, day and hour of any meeting of the Membership shall be delivered, either personally, by mail, or email to each Member entitled to vote at the meeting, not less than ten nor more than fifty days before the date of the meeting, by or at the direction of the President, or the Secretary, or the Officers. In case of a special meeting, or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his or her address as it appears on the records of the Corporation. An emailed notice will be deemed received if sent to the email address of the member as it appears on the records of the Corporation and no delivery failure notice is received.
Section 5. Proxies
A member entitled to vote may vote by proxy. The proxy shall be in writing and executed by the member granting it, or by the attorney-in-fact for the member. Proxies may be submitted via email.
Article IV - Board of Directors
Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors (“Board”).
Section 2. Number, Tenure, and Qualifications.
The number of Directors is ten (10) with another four (4) regional Directors, making fourteen total. A term is defined as two (2) years with a maximum limit of three (3) terms. Upon election the Director shall have been a current Member of the Corporation for the minimum of one (1) year.
Section 3. Nomination
Members of the Corporation will solicit potential board members and submit these names to the Nomination Committee for consideration within 45 days of the General Membership Meeting. The Nomination Committee, with the participation of Board Members will interview candidates and will present a proposed slate to the Board of Directors no later than fifteen (15) days prior to the annual membership meeting. The Directors of the Corporation shall be elected by the Board of Directors at the Annual Meeting.
Section 4. Term Limits.
No individual may serve more than 3 consecutive, two year terms as Director, unless no replacement has been appointed, in which case, the remaining Director’s can vote, by majority, to retain the incumbent for one further term. No amendment of these Bylaws reducing the number of Directors shall reduce the terms of any incumbent Director. Nothing shall prevent a director who has served three (3) consecutive terms for being elected to the board after a full term (2 years) has expired from the ending date of his or her third consecutive term.
Section 5. Annual Meetings.
The Board of Directors shall hold an annual meeting without notice other than this Bylaw.
Section 6. Regular Meetings.
The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board. Notice of those meetings shall be given in a manner reasonably calculated to reach Directors on a timely basis.
Section 7. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President, the presiding officer or any of the Directors. The officer or directors to call a special meeting shall specify a place as the place for holding the special meeting.
Section 8. Notice of Special Meetings.
Notice of any special meeting of the Board of Directors shall be given to each Director at least two days in advance.
Section 10. Quorum.
A majority of the authorized seats on the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. Once a quorum is established, the Board may continue to conduct business despite the withdrawal of a Director or Directors.
Section 11. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 12. Vacancies.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. No vacancy shall continue for longer than six months or until the next annual meeting of the Membership, whichever occurs first.
Section 13. Compensation.
Directors shall not receive salaries for their services, but by resolution of the Board, may receive a fixed sum for expenses for attendance at each regular or special meeting of the Board.
Section 14. Informal Action by Directors.
Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors.
Section 15. Standards of Conduct for Directors.
(a) A director shall perform his or her duties, including the duties as a member of a committee: (1)in good faith; (2) with the care of an ordinarily prudent person in a like position would exercise under similar circumstances; and (3)in a manner the Director reasonably believes to be in the best interests of the Corporation.
(b) In performing his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(i) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(ii) legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or
(iii) a committee of the Board of which the director is not a member, as to matters within its purview, if the director reasonably believes the committee merits confidence.
(c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
Section 15. Conflicts of Interest
A director shall disclose all conflicts of interest and may not act in matters in which he or she has a substantial and material conflict of interest.
(a) Conflict of Interest Defined.
A director shall be considered to have a conflict of interest if he or she or a member of his or her immediate family:
(i) has an economic interest in a transaction which is the subject of proposed action by the Corporation and the economic interest is adverse, competitive, potentially adverse or potentially competitive to the interest of the Corporation;
(ii) is a member or holds a significant interest in another entity that is the subject of the proposed action by the Corporation;
(iii) is a member of the Board of Directors (or other governing body), or an officer or manager of another entity that is the subject of the proposed action by the Corporation; or,
(iv) is a party to or a potential party to threatened or pending litigation or administrative proceedings in which the position is adverse to that of the Corporation.
However, a Director does not have a Conflict of Interest where the interest of the Director or his or her immediate family is no different than that of Members of the Corporation generally or of other Directors.
(b) Determination of Substantial and Material Conflict of Interest.
When a Director has a potential Conflict of Interest, the Director shall notify the Board of Directors before the Board considers the matter with respect to which the actual or potential conflict exists, of all material facts concerning the nature of the Conflict of Interest. The existence of a Conflict of Interest shall be recorded in the minutes of the meeting of the Board of Directors.
The Board shall determine if a particular Director has a substantial and material Conflict of Interest under this Section. The issue shall be voted on by the Directors who do not have a Conflict of Interest on the matter to be considered. The Director with a Conflict of Interest shall not participate in the discussion of the conflict and shall abstain from voting on the issue of the conflict and shall leave the meeting while the disinterested Directors discuss and vote on the conflict. However, the Director may be counted in determining the presence of a quorum at the meeting at which the Board of Directors considers the matter giving rise to the conflict.
The Membership may void an Action of the Board of Directors when the action included participation of a Director with a Conflict of Interest, upon a showing that (i) the vote of the disinterested Directors present at the meeting and voting, would have been insufficient to take the challenged action without the inclusion of the vote of the Director who had the Conflict, and (ii) the action taken was unfair to the Corporation.
(c) Disqualification of Director.
If a majority of the voting Directors votes that a substantial and material Conflict of Interest exists, then the Director shall be disqualified from discussing or voting on the matter in which he or she has a substantial and material Conflict of Interest.
Section 16. Rules of Procedure.
The Board of Directors may adopt rules of procedure for meetings of the Membership, the Board of Directors, and Committees of the Corporation consistent with these Bylaws.
Section 17 Regional Directors
Regional directors shall be nominated by the membership in their specifically defined geographic region which they represent, appointed by the Board of Directors and serve a standard two (2) year term. Regional Directors will be included in the determination of a quorum for conducting the business of the Board and have all the privileges of any other director. The role of a Regional Director is to represent the Association as a Board member in a specified geographic area. The geographic boundaries of the regions shall be:
(a) Northern Region: North of the Brooks Range, East of 159 degrees down to the 61 degree parallel to the Alaska Range and Canadian border.
(b) Southcentral Region: South of the Alaska Range, east of Cook Inlet, including Kodiak Island.
(c) Southeastern Region: East of the 141 degree W. longitude line.
(d) Western Region: South of the Brooks Range with a 159 degree W longitude, south of Cook Inlet, including the Alaska Peninsula.
Article V – Officers
Section 1. Officers.
The Officers of the Corporation shall be elected from and by the Board of Directors, and shall consist of the President, Vice President, Secretary, and Treasurer. The Board of Directors may elect or appoint other necessary officers and assistant officers and agents and designate their duties. The officers have the authority and perform the duties prescribed by the Board of Directors.
Section 2. Election and Term of Office.
The Officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not held at the Annual Meeting, the election shall be held as soon thereafter as conveniently possible. New offices may be created and filled at any meeting of the Board of Directors. Each Officer shall hold office until his or her successor has been duly elected and qualified.
Section 3. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors at any regular or special meeting for the unexpired portion of the term.
Section 4. President.
The President shall be the principal officer of the Corporation and shall preside at all meetings of the Membership and of the Board of Directors; may sign, with the Secretary or any other proper officer of the Corporation, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution is expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and, in general, shall perform all duties incident to the office of President and other duties as may be prescribed by the Board of Directors.
Section 5. Vice President.
In the absence of the President or in event of his or her inability or refusal to act, a Vice President shall perform the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall perform such other duties as assigned by the President or by the Board of Directors.
Section 6. Secretary.
The Secretary is responsible for the minutes of the meetings of the Membership and of the Board of Directors and committees having any of the authority of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records of the Corporation; keep a register of the name and address of each Member; and in general perform all duties incident to the office of Secretary and other duties as assigned by the President or by the Board of Directors.
Section 7. Treasurer.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever; deposit all such moneys in the name of the Corporation in the banks, trust companies or other depositories selected by the Board of Directors; and in general perform all the duties incident to the office of Treasurer and other duties as assigned by the President or by the Board of Directors.
Section 8. Removal.
Any officer elected or appointed by the Board of Directors may be removed by the vote of a majority of the members of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but removal shall be without prejudice to the contractual rights, if any, of the officer so removed. Election or appointment of an officer or agent does not of itself create contract rights. Any Director who accumulates two (2) successive or four (4) non-successive unexcused absences from regular Board meeting each calendar year, shall be deemed to have resigned.
Article VI – Committees
Section 1. Committees.
The Board may appoint any committees that it deems necessary. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be established by resolution of the Board. Except as otherwise provided in that resolution, the President of the Corporation shall appoint the committee members. Any member may be removed, without cause stated, by the person or persons authorized to appoint the member whenever, in the judgment of the appointing authority, the best interests of the Corporation is served by the removal. The committee chair will make a recommendation to the Board and seek approval.
The Corporation will have two standing board committees: Finance and Board Development
Section 2. Term of Office.
Each member of a committee shall continue as a member of the committee until the next annual meeting of the Board of Directors and until his or her successor is appointed, unless the committee is terminated sooner or unless the member is removed from the committee or no longer qualifies as a member of the committee.
Section 3. Chairperson.
One member of each committee shall be appointed chairperson by the appointing authority.
Section 4. Quorum.
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 5. Rules.
Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
Section 6 Executive Committee
The Board of Directors may, by resolution, create an Executive Committee and establish the membership and duties of the committee. The Executive Committee shall have and exercise the authority of the Board of directors in the management of the Corporation to the extent provided in that resolution. However, it shall not have the authority to amend, alter or repeal the Bylaws; elect, appoint or remove any member of any committee or any Director or an officer of the Corporation; amend the Articles of Incorporation; restate Articles
Article VII – Contracts, Checks, Deposits and Gifts
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers expressly authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the officer or officers, agent or agents of the Corporation and in a manner determined by resolution of the Board of Directors.
Section 3. Deposits.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts.
The Board of Directors or its designee may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation so long as the contribution, bequest or devise is consistent with the gift acceptance policy adopted by the Board of Directors. In the absence of a gift acceptance policy, the Board shall exercise due diligence in determining that acceptance of the contribution, gift, bequest or device is in the best interest of the Corporation.
Article VIII – Books and Records
The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Membership, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his or her agent or attorney, for any proper purpose at any reasonable time.
Article IX – Representation
No member, Officer, Director or employee of the Association shall represent or appear to represent the Association in public statement of policy or action unless that person has the specific authority to do so either from his or her job description within the Association or by specific approval from the Board.
Article X – Fiscal Year
The fiscal year of the Corporation shall begin on the 1st day of October and end on the 30th day of September in each year.
Article XI – Indemnification
Section 1. Duty to Indemnify.
Subject to the sections below, the Corporation shall defend, indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of or arising from the fact that the person is or was a director, officer, employee or agent of the Corporation against costs and expenses (including attorney’s fees) of the suit, action or proceeding, judgments, fines, and settlements actually and reasonably incurred in connection with the action, suit or proceeding if:
(i) the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to a criminal action or proceeding, did not know and had no reasonable cause to believe the conduct was unlawful, or
The termination of any action, suit or proceeding shall not of itself create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to a criminal action or proceeding, a presumption that the person did not know and had no reasonable cause to believe that the conduct was unlawful.
Section 2. Denial of Right to Indemnification. .
Subject to the provisions of Sections 5 and 6 below, or unless otherwise ordered by a court, indemnification and defense under section 1 of this article may only be made by the corporation upon a determination by the board that defense and indemnification of the director, officer, employee, or agent, is proper under the circumstances because the person has met the standard of conduct set forth in Section 1 of this Article, provided however, no person may receive defense or indemnification in those matters in which that person was adjudged to be liable for negligence or misconduct in the performance of corporate duties. In the case of any challenge to the propriety thereof, the person shall be afforded a fair opportunity to be heard as to that determination. Defense and indemnification payment may be made, subject to repayment upon ultimate determination that defense and indemnification is not proper.
Section 3. Determination. The determination described in Section 2 shall be made:
(i) by the Board of Directors by a majority vote, or
(ii) by independent legal counsel, if directed by the Board of Directors by a majority vote of disinterested directors or in the absence of a quorum.
Section 4. Successful Defense.
Notwithstanding any other provisions of Sections 1, 2 or 3 of this Article, but subject to the provisions of Section 5 below, if a person is successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 of this Article, or in defense of any claim, issue or matter therein, the person shall be indemnified against costs and expenses (including attorney’s fees) actually and reasonably incurred in connection therewith.
Section 5. Condition Precedent to Indemnification.
Any person who desires to receive defense and indemnification under this Article shall notify the Corporation reasonably promptly that the person has been named a defendant to an action, suit or proceeding of a type referred to in Section 1 and that the person intends to rely upon the right of indemnification described in this Article. The notice shall be in writing and mailed via registered or certified mail, return receipt requested, to the President of the Board of the Corporation at the principle office of the Corporation or, in the event the notice is from the President, to the Secretary of the Corporation. Notice need not be given when the Corporation is notified by being named a party to the action.
Section 6. Insurance.
The Board of Directors, in its discretion, may purchase insurance coverages for the risks described in this Article. To the extent that such an insurance policy (or policies) provides coverage where this Article does not, a director seeking indemnity shall have the benefit of that
coverage, and the rules set out in this Article shall apply to any deductible or co-insurance requirement, or to any claims in excess of policy limits.
Section 7. Former Officers, Directors, Etc.
The indemnification provisions of this Article shall be extended to a person who has ceased to be a director/Director, officer, employee or agent as described above and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such person.
Section 8. Purpose and Exclusivity.
The defense and indemnification referred to in the various sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those defended and indemnified may be entitled under any statute, rule of law or equity, agreement, vote of the Members or Board of Directors, or otherwise. The purpose of this Article is to augment, pursuant to AS 10.06.490(f), the provisions of AS 10.20.011(14), and the other provisions of AS 10.06.490.
Section 9. Limitation of Liability.
If set forth in the Articles of Incorporation, no director/Director of this corporation shall have any personal liability to the Corporation for monetary damages for the breach of fiduciary duty as a director/Director except as provided in AS 10.20.151(d) and (e).
Article XII – Seal; Shares of Stock; Loans
Section 1. Seal. The Corporation shall have no seal.
Section 2. Shares of Stock. The Corporation may not issue shares of stock nor pay dividends.
Section 3. Loans. The Corporation may not make loans to its officers or Directors.
Article XIII – Waiver of Notice
Whenever any notice is required to be given under the provisions of the Alaska Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver in writing signed by the person or persons entitled to such notice, whether before or after the time stated, shall be deemed equivalent to the giving of notice.
Article XIIII – Amendments To Bylaws
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting.
KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned Secretary of __________does hereby certify that the above and foregoing Bylaws were duly amended by the Board of Directors on the ____ day of ________________, 20__.