Black Dirt Squadron Model Airplane Club, Inc.
January 10, 2017
Article #1 (Offices)
The principal office of the corporation shall be in the Town of Goshen, County of Orange, State of New York. The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.
Article #2 (Purpose)
- To provide for the mutual assistance, enjoyment and improvement of its members socially by encouraging them in the participation of the sport, hobby and recreation of flying model airplanes through the holding of competitions, tournaments and instructive demonstrations.
- To organize, operate and maintain without profit to the corporation, a facility intended to be provided for entertainment and recreational activities.
- To lease, and by gift, devise or purchase, to own and operate real estate for such purpose; and to solicit donations and to accept money or personal property in aid of such purpose and to maintain the same.
- To promote friendship and sociability among its members.
- To hold meetings and social gatherings for the better realization of said purpose.
- To provide, through this club, a practical means of forming enduring friendships.
- To foster, develop and promote better understanding among citizens of the community.
- To assist our members by providing a safe secure flying site for fixed wing aircraft only. Fixed wing aircraft also to include turbine powered fixed wing models. New members and guests are not permitted to fly turbine models, however, upon completion of a one year probation, new members who are in possession of an AMA turbine waiver, can apply to the Board for approval to fly fixed wing turbine powered models at our field. Under no situation will guests be permitted to fly turbine powered aircraft.
I) To provide an environment, where individuals committed to this organization will assist and
promote members in the enjoyment and advancement of the hobby of RC flying.
Article #3 (Membership)
Section #1 (Qualifications for Membership)
- Any person who wishes to promote the stated purpose of this corporation is qualified for membership. The membership of the corporation shall be divided into two classes, namely, those members who also serve as Executive Board members and all other members who together with the Executive Board form the membership. The Executive Board may establish such other criteria for membership including a schedule of dues, flight proficiency test, standards of personal behavior as they deem appropriate.
- The total membership will not exceed the number of members that can fly and maintain a controlled and safe environment for both flyers and spectators. The membership cap is set at 100 members. In order to change the membership cap a recommended change to the established cap shall be presented to the membership by the Executive Board for approval by majority vote. Junior and honorary members will be part of the total membership count. All future applications will be put on a waiting list.
- All members shall maintain a current Academy of Model Aeronautics (AMA) membership as well as a current FAA UAS Certificate and will abide by accepted safe flying practices as outlined in the Academy of Model Aeronautics (AMA) and Black Dirt Squadron (BDS) safety codes.
Section #2 (Types of Membership)
- (Active) – Active Members are 18 years of age and older. They carry privileges and responsibilities contained in all of Article #3.
- (Junior) – Junior Members are members under 18 years of age. Junior members carry all the rights and privileges of active members, but must be accompanied by a guardian or parent when engaged in activities at the field. If a guardian or parent is not present the junior member must have a letter of release for medical treatment on their person. A copy of this letter must be on file with the club secretary. Junior members will pay Dues as outlined in Section #4.
- (Military Service) – Members who are on current military service will be reviewed on an individual basis by the Executive Board to decide how to handle dues for the year.
- (Honorary Membership) – Honorary Members are active members at least 80 years of age at time of membership renewal and have been an active member for at least 5 years.
- (Guests) – Any member in good standing may bring a guest to the Black Dirt Squadron facilities. Members are responsible for Guest behavior and knowledge of BDS Flying Rules. Guests are limited to a maximum of 3 days of flying per year after which membership is required to fly.
- (Life) – Life members have the same privileges as an active but do not pay dues. These members are the original land owners.
Section #3 (Requirements to Become a Member)
- Must maintain current AMA membership and a current FAA UAS Certificate.
- Must be sponsored by an active BDS member. The Sponsoring BDS Member is responsible to teach the prospective new member all BDS Field and Safety Rules and assumes full responsibility for supervision and actions of the prospective new member during the probationary period.
- New Members will have a 12 month probation period.
- At the end of the 12 month period, new members shall have their membership acceptance voted on at the next meeting and must be approved by majority of those members present.
- A flying safety and proficiency test will be administered, evaluated and signed off by at least 2 active Executive Board Members and/or approved flight instructors before the applicant may fly unsupervised. This is not a prerequisite for membership.
Section #4 (Dues and Fees)
- The Dues Schedule listed below is effective October 2008 reflecting changes to the Active Member Dues and Guest Fee. Member categories below are as defined in Section #2. Dues are subject to change as required by changes in the Clubs Financial Condition and need not be approved by the membership:
Initiation Fee $100
Active Member $200 (spouses and dependent children living in the same
household as active members are included with active member dues)
Junior Member Not Related to Active Members $25
Life Members $0
Honorary Members $0
Guest Fees $0
- All dues are due to be paid by April 1 for the period April 1 – March 31of the current year.
- For dues paid after April 1, a late fee of 10% per month will be added to the annual dues. Members who have not paid their dues and all late fees will not be considered a member in good standing and will not be permitted to fly until all late fees and dues are paid in full.
- Members that choose to not renew their membership in the new fiscal year, can rejoin the club in the next fiscal year, provided the club is not at the membership cap, without paying an initiation fee as long as it is the first time the member has not renewed and then rejoins. If he or she rejoins more than 1 year after not renewing or it is more than the first occurrence, the member must pay the initiation fee in addition to the annual dues.
Section #5 (Resignation, Expulsion and Reinstatement of BDS Membership)
- A member who resigns in good standing may reapply for Active BDS membership and be reinstated only if there is a membership space available. If there is no space available, they will be put on a waiting list. Their status is now considered inactive. If members seeking reinstatement have any unpaid balances such as late fees outstanding such fees must be paid to a current status in order to be reinstated.
Section #6 (Removal from BDS as a Member)
- A member shall be eligible for removal from BDS for flagrant violation of the BDS Flying Rules and/or the AMA Safety Code.
- A member shall be eligible for removal from BDS for consistent conduct unbecoming a BDS member (fights, abusive language (threatening, menacing, etc.), deliberate damage to BDS or other member’s property, etc.
- A member is eligible for removal from BDS if the member does not attend at least 2 meetings per year. If a member cannot attend at least 2 meetings per year for reasons related to occupation, prior commitments or other personal reasons, the member will be excused if the secretary is notified.
- A majority vote of the Executive Board members and the membership is required to remove a member from the club. Any member removed from BDS shall forfeit all rights and benefits of the BDS.
Section #7 (Membership Meetings)
- The annual membership meeting of the corporation shall be held on the 2nd Wednesday of October each year except if that day be a legal holiday then in that event the Executive Board shall fix a day not more than 2 weeks from the date fixed by these bylaws. The secretary shall cause a notice of the revised meeting to be mailed to every member in good standing at his email address or home address if no email address is available as it appears on the membership roll book of the corporation. Such notice shall state the date, time and place of the annual meeting.
- Regular meetings of the corporation shall be held monthly during the months of January, May, July, September and October. This is currently set to be the 2nd Wednesday of each month.
- The presence at any membership meeting of not less than (3) members shall constitute a quorum and shall be necessary to conduct the business of the corporation; however, a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by the bylaws and the secretary shall cause a notice of the re-scheduled meeting to be sent to those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.
- A membership roll showing the list of members as of the record date, certified by the secretary of the corporation, shall be produced as any meeting of members upon request therefore of any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting All persons appearing on such membership roll shall be entitled to vote at the meeting.
- The Executive Board may call a special meeting of the corporation. The secretary shall cause a notice of such meeting to be mailed to every member in good standing at his email address or home address if no email address is available as it appears on the membership roll book of the corporation, at least ten days but not more than fifty days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
- For the purpose of determining the members entitled to notice of or to vote at any meeting of the members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or allotment of any rights, or for the purpose of any other action, the Executive Board shall fix, in advance, a date as the record date for any such determination of members. Such a date shall not be more than fifty nor less than ten days before any such meeting or more than fifty days prior to any other action.
- Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action to be taken, signed by all the members entitled to vote thereon.
- Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as provided by law.
- The order of business at all meetings of members shall be as follows:
- Reading of the minutes of the proceeding meeting
- Reports of committees
- Reports of officers
- Old Business
- New Business
- Good and welfare
Article #4 (Executive Board)
- The corporation shall be managed by an Executive Board comprised of the following positions:
- Vice President
- Safety Officer
- Each Executive Board Member must be at least 19 years of age.
- Two months prior to the annual meeting (August) the membership shall be made aware that nominations for Executive Board positions must be made during the meeting immediately preceding the annual meeting (the September Meeting) so that elections can be held during the annual meeting.
- At the meeting immediately preceding the annual meeting, the membership shall nominate members for election to the Executive Board.
- At each annual meeting of members (the second Wednesday of each October), the membership shall elect Executive Board Members that will hold office until the next annual meeting. Each Executive Board Member shall hold office until expiration of his term for which he was elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal.
- The number of Executive Board Members (Officers) may be increased by a vote of the members or by a vote of the majority of all the Executive Board Members (Officers). No decrease in the number of Officers shall shorten the term of any incumbent Officer.
- Newly created Positions (Officers) on the Executive Board resulting from an increase in the number of Executive Board Positions and vacancies occurring on the Executive Board for any reason except the removal of Executive Board Members without cause may be filled by a vote of the majority of Executive Board Members then if office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of removal of Officers without cause shall be filled by a vote of the members. An Officer elected to fill a vacancy caused by resignation; death or removal shall be elected to hold office for the remaining portion of the term of his predecessor.
- Vote of the members or action of the Executive Board may remove any or all of the Executive Board for cause. Executive Board Members may be removed without cause only by vote of the members.
- An Officer may resign at any time by giving written notice to the Executive Board, the President or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Executive Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.
- Unless otherwise provided in the certificate of incorporation, a majority of the entire Executive Board shall constitute a quorum for the transaction of business or of any specified item of business.
- Unless otherwise required by law, the vote of a majority of Officers present at the time of a vote, if a quorum is present at such time, shall be the act of the Executive Board. Each Officer present shall have one vote.
- The Executive Board may hold its meetings at the office of the corporation or at any such other places, either within or without the state, as it may from time to time determine.
- A regular annual meeting of the newly elected Executive Board shall be held immediately following the annual meeting of members at the place of the annual meeting of members. This meeting should be held with the outgoing Executive Board to ensure a smooth transition of the clubs business and property and implement the change of control.
- Regular meetings of the Executive Board may be held without notice at such time and place, as it shall from time to time determine. Special meetings of the Executive Board shall be held upon notice to the Officers and may be called by the president upon three days notice to each Officer either personally or by mail, email or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two Officers. Notice of a meeting need not be given to any Officer who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him. A majority of Officers present, whether or not a quorum is present may adjourn any meeting to another time and place. Notice of adjournment shall be given all Officers who were absent at the time of adjournment and, unless such time and place are announced at the meeting, to the other Officers.
- At all meetings of the Executive Board, the president, or in his absence, chairmen chosen by the Executive Board shall preside.
- The Executive Board, by resolution adopted by a majority of the entire Executive Board, may designate from among its members, the creation of committees each consisting of three or more members. Each such committee shall serve at the pleasure of the Executive Board.
Article #5 (Officers)
- The President shall be the chief executive officer of the corporation. He shall preside at all meetings of the members and of the Executive Board. He shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the Executive Board are carried into effect.
- During the absence or disability of the president, the vice president shall have all the powers and functions of the president. The vice president shall perform such other duties, as prescribed by the Executive Board.
- The treasurer shall have the care and custody of all the funds of the corporation, shall deposit said funds in the name of the corporation in such bank or trust company as the Executive Board may elect; he shall, when duly authorized by the Executive Board, sign and execute all contracts in the name of the corporation, when counter signed by the president; he shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the Executive Board and shall be countersigned by the president; he shall at all reasonable times exhibit his books and accounts to any Executive Board Member or member of the corporation upon application at the office of the corporation during ordinary business hours. At the end of each corporate year, he shall have an audit of the accounts of the corporation made by a committee appointed by the president and shall present such audit in writing at the annual meeting of the members , at which time he shall also present an annual report setting forth in full the financial conditions of the corporation.
- The secretary shall keep the minutes of the Executive Board and also the minutes of the meetings. He shall have custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the Executive Board. He shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the Executive Board may direct; he shall attend to such correspondence as may be assigned to him, and perform all duties incidental to his office. He shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing thier places of residence, email addresses and the time when they became members.
- The office of Field Marshall/Safety Officer shall be responsible for all safety related functions of the corporation. This includes but is not limited to the safe operation of model aircraft at any flying site used by the corporation. In addition, this officer shall be responsible for the safe conduct of all members and spectators at corporate events and functions. This officer shall be responsible for the distribution of safety procedures and coordinating the BDS flight training program as well as reporting all safety issues that may relate to injury or accidents at the field. This officer shall be the contact for AMA clarification of all safety issues related to both safe flying and personal safety.
- In case the Executive Board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in each sum and with such surety or sureties as the Executive Board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting of all property, funds or securities of the corporation which may come into his hands.
Article #6 (Seal)
The seal of the corporation shall be as follows:
Article #7 (Construction)
If there be any conflict between provisions of the certificate of incorporation and these bylaws, the certificate of incorporation shall govern.
Article #8 (Amendments)
The bylaws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of the Executive Board Members. Bylaws may also be adopted, amended or repealed by the Executive Board by any bylaw adopted, amended or repealed by the Executive Board may be amended by the members entitled to vote thereon as hereinbefore provided.
If any bylaw regulating an impending election of the Executive Board Members is adopted, amended or repealed by the Executive Board, there shall be set forth in the notice of the next meeting of members for the election of the Executive Board Members by the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.