REVISED BYLAWS OF THE
AEROSPACE EMPLOYEES' ASSOCIATION
a California Nonprofit Mutual Benefit Corporation
Article I - Offices
Section 1. Principal Office
The principal office for the transaction of the business of the Aerospace Employees' Association (hereinafter called the AEA) is located in Los Angeles County, California. The Directors may change the principal office from one location to another. Any change of this location shall be noted by the secretary on these Bylaws opposite this section, or this section may be amended to state the new location.
Section 2. Other Offices
The Board of Directors may at any time establish branch or subordinate offices at any place or places where the AEA is qualified to do business.
Article II - Purposes
(1) The AEA is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of the AEA is to engage in any lawful act or activity for which a corporation may be organized under such law.
(2) To stimulate and foster the social interest and relationships of its members.
(3) To encourage, promote and sponsor social, recreational and educational activities of and for the members.
Article III - Membership
Section 1. Qualifications
There shall be five (5) categories of membership in the AEA. Each category recognizes a different degree of relationship to the association. The categories are defined in the following sections.
Section 2. Members (Category M)
(a) Category M1 - Any individual employed by an organizational element of the General Offices, The Aerospace Corporation, El Segundo, California, automatically becomes a member of the AEA effective upon the date of employment.
(b) Category M2 - Member status may be retained by those employees who, for reasons of age or service, are retired from The Aerospace Corporation.
Section 3. Associate Members (Category A)
(a) Category A1 - The spouse and/or children of any category M1 or M2 member.
(b) Category A2 - Any military or civil service person working in the County of Los Angeles and permanently assigned to or attached to Space Division (SD) at LAAFB automatically becomes an Associate Member upon becoming a dues paying member of an officially recognized AEA club.
(c) Category A3 - All others. Includes ex-employees, retired Air Force or civil service, friends, relatives, outsiders from other companies, etc. Such persons may become A3 Associate Members by becoming dues paying members of an officially recognized AEA club.
Section 4. Use of Term "Membership" and "Members"
Whenever the term "membership" is used in these Bylaws, it shall include both Members and Associate Members. The use of the term "member" shall be restricted to those persons who are Members as defined in Section 2 above, and shall NOT include Associate Members as defined in Section 3 above.
Section 5. Fees, Dues, and Assessments
(a) No entrance fee or dues shall be required as a condition of membership in the AEA. Dues may be charged or assessments made against an AEA Member or Associate Member by an individual club as a condition of membership. Such dues or assessments shall be scaled to reflect that the primary purpose of the AEA is to benefit employees (category M1). Dues or assessments to Associate Members of the AEA shall contain additional increments. Category A1 and A1 Associate Members dues shall reflect their close relationship to the Aerospace Corporation and its employees.
(b) Any funds received from The Aerospace Corporation which are allocated by the AEA Board amongst the various chartered clubs, shall be allocated with primary consideration being given to category M1 or M2 members. Each club shall be required to submit a current membership list as part of its annual budget request. This membership list shall identify each name as M1, M2, A1, A2, or A3 (see also Article VIII, Section 8).
(c) In the event that Associate Members benefit from participation in activities of the AEA, financed through funds provided from The Aerospace Corporation, the Board of Directors shall determine, by whatever means it deems appropriate, an assessment to such associate members which shall constitute full and sufficient consideration to the AEA for such benefits received. The AEA shall be reimbursed for that amount by such associate members. This reimbursement may be in the form of additional dues paid by such associate members to one or more of the clubs recognized by the AEA Board. These additional dues are to be retained and used by these clubs in lieu of receiving funds form the AEA for such associate members. The AEA Board may limit participation in any activity sponsored by the AEA with respect to members (and their immediate families), associate members (and their immediate families), and guests.
Section 6. Property Rights
No member or associate member shall be entitled to any right or interest of ownership whatsoever in an property, real or personal, tangible or intangible, of the AEA at any time.
Section 7. Termination
Any member or associate member may terminate membership at any time by giving written notice to: (1) the AEA Board, (2) the AEA President, or (3) the AEA Secretary. The membership of a member shall cease upon the date of termination of employment with The Aerospace Corporation, unless retained under Article II Section 2(b). The membership of an associate member shall cease upon termination of the qualifying relationship as listed in Article II, Section 3. The Board of Directors may terminate the membership of any or all associate members when deemed to be in the best interest of the AEA by giving written notice to the individual(s) concerned at the last known address or place of work. An appropriate notice in the Aerospace Orbiter or the Space Division (SD) Staff Bulletin in lieu of individual notices shall be utilized for mass termination of associate members.
Section 8. Expulsion
Willful failure to abide by the AEA rules and Bylaws, conduct detrimental to the AEA, conduct showing a disregard for the AEA interests or property, or conduct showing a disregard for the safety or welfare of other members or associate members, shall be grounds for the summary expulsion of any member or associate member by a majority vote of the AEA Board.
Section 9. Procedure for Expulsion
Following the determination that a member or associate member should be expelled under Article III, Section 8, the AEA must follow the expulsion procedure mandated by California Nonprofit Corporation Law Code Section 7341.
Article IV - Meetings of Members
Section 1. Place of Meeting
Meetings of members shall be held at the principal office or at such location within the State of California as may be designated from time to time by resolution of the Board of Directors.
Section 2. Annual Meeting
The annual meeting of members shall be held on the second Monday of December each year, unless the Board of Directors fixes another date and so notifies the members as provided in Section 4 of this Article IV. If the scheduled date falls upon a legal holiday, the meeting shall be held the next business day.
Section 3. Special Meeting
(a) Authorized persons who may call. A special meeting of the members may be called at any time by any of the following: a majority of the Board of Directors the president, or by five percent or more of the members.
(b) Calling meetings by members. If a special meeting is called by members other than the president, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the Board, the president, any vide-president, or the secretary of the AEA. The officer receiving the request shall cause notice to be promptly given to the members, in accordance with the provisions of Section 4 of the Article IV, that a meeting will be held at a time fixed by the Board, not l,ess than 35 nor more than 90 days following the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a meeting of members may be held when the meeting is called by action of the Board of Directors.
Section 4. Notice of members' meetings
(a) General notice contents. All notices of meetings of members shall be sent or otherwise given in accordance with subsection (c) of this section of the Article IV not less than 10 nor more than 90 days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may in that case be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the members.
(b) Notice of certain agenda items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):
- Removing a director without cause;
- Filling vacancies on the Board of Directors by the members;
- Amending the articles of the incorporation;
- Approving a contract or transaction in which a director has a material financial interest;
(c) Method of notification. Notice of any meeting of members or any report shall be given either personally, by publishing a notice in the Orbiter or by first-class mail, telegraphic or other written communication, charges prepaid, addressed to each member at the address of that member appearing on the books of the corporation or the address given by the member to the AEA for the purpose of notice. If no address appears on the AEA books and no address has been so given, notice shall be deemed to have been given if notice is sent to that member by first-class mail or telegraphic or other written communication to the AEA's principal executive office. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.
(d) Affidavit of mailing notice. An affidavit of the mailing or other means of giving any notice of any members' meeting or report may be executed by the secretary, assistant secretary, or any transfer agent of the AEA giving the notice, and if so executed, shall be filed and maintained in the minute book of the AEA. This affidavit shall be prima facie evidence of the giving of the notice or report.
Section 5. Quorum
A quorum at any meeting of members shall consist of twenty-five members represented in person or by proxy.
(b) Loss of Quorum. The members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
Section 6. Adjourned Meeting
Any members' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting; but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in this Article.
Section 7. Voting
Only members shall be entitled to vote. Every member shall be entitled to one vote and shall not have the right to accumulate his votes. Voting at a members meeting shall be by voice or by ballot, whichever the President deems such to be expedient on any question. A member my vote, other than at a members meeting, by transmitting his written vote to the AEA Secretary, as for example on election of Directors.
Section 8. Waiver of Notice or Consent by Absent Members
(a) Written waiver or consent. The transactions of any meeting of members, either annual or special, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum be present, and it, either before or after the meeting, each member who was not present signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section 4(b) of Article IV, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the AEA records or made a part of the minutes of the meeting.
(b) Waiver of attendance. Attendance by a member at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Also attendance at a meeting is not a waiver of any right to object o the consideration of matters required to be but not included in the notice of the meting, if that objection is expressly made at the meeting.
Section 9. Action by Written Consent Without A Meeting
(a) General. Any action that may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice pon compliance with the provisions of this section.
(b) Solicitation of Written Ballots. The AEA shall distribute one written ballot to each member entitled to vote, such ballots shall be mailed or delivered in the manner required by Section 4 of this Article IV for giving notice of special meetings. All solicitations of votes by ballot shall: (1) indicate the number of responses needed to meet the quorum requirement; (2) state the percentage of approvals necessary to pass the measure(s); and (3) specify the time by which the ballot must be received in order to be counted. Each ballot so distributed shall: (1) set forth the proposed action; (2) provide the members an opportunity to specify approval or disapproval of each proposal; (3) state that where an approval or disapproval is specified the ballot will be cast accordingly; and (4) provide a reasonable time within which members may return the ballot.
(c) Quorum; Majority. Approval by written ballot pursuant to this section shall be valid only when the number of votes cat by ballot within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d) Revocation. No written ballot may be revoked after delivery to the AEA or deposit in the mails, whichever first occurs.
(e) Filing. All such written ballots shall be filed with the secretary of the AEA and maintained in the AEA records. All written ballots shall be retained by the AEA for a two-year period.
(f) Effect of Noncompliance. Failure to comply with this section shall not invalidate any corporate action taken, but may be the basis for challenging any written ballot, and any member may petition the Superior Court of California to compel compliance with the provision of the Law.
Section 10. Record Date for Member Notice, Voting, and Giving Consents and Other Actions.
(a) When Determined by Board of Directors. For the purposes of determining which members are entitled to receive notice of any meeting, to vote, to act by written ballot without a meeting, or to take other action, the Board of Directors may fix, in advance, a "record date," which shall not be more than 60 nor fewer than ten days before the date of any such meeting, nor more than 60 days before any such action without a meeting. Only members of record on the date so fixed are entitled to notice, to vote, to give consents, or take other action, as the case may be, except as otherwise provided in the articles of incorporation, by agreement, or in the California Nonprofit Corporation Law.
(a) When Not Determined by Board of Directors.
(i) Record date for notices of voting. If not fixed by the Board of Directors, the record date for determining those members entitled to (a) receive notice of a meeting of members, shall be the next business day preceding the day on which notice is given, or, if notice is waived, the next business day preceding the day on which the meeting is held, and (b) vote at the meeting, shall be the day the meeting is held.
(ii) If not Record date for action by written ballot without meeting. Fixed by the Board, the record date for determining those members entitled to vote by written ballot without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written ballot is mailed or solicited.
Section 11. Proxies
Members entitled to vote, shall have the right to vote either in person or by a written proxy executed by such person or his or her duly authorized agent and filed with the Secretary of the Corporation. A proxy shall not be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. The maximum term of any proxy shall be three (3) years from the date of its execution. Every proxy shall continue in full force and effect until revoked by the person executing it prior to the vote pursuant thereto.
Article V - Election of Directors
Section 1. Election and Tenure of Office of Directors.
(a) The elected Directors shall be elected by vote of the Members, to serve for three (3) years. TO maintain continuity of the Board, each year four (4) Directors shall be elected for a three (3) year term beginning January 1st following the elections. When an elected director's term of office has expired, one (1) year must elapse before that individual may be nominated to run for election to a vacant post on the AEA Board.
(b) In the month of October of each year, the AEA Board shall appoint a nominating committee composed of at least three (3), but not more than five (5), members of the Board who have served at least one (1) year of their three (3) year term. The nominating committee shall submit a slate of nominees to the AEA Board containing the names of at least twice the number of Members as there are positions to be filled. Any candidate who has been defeated for two successive elections shall not be eligible for renomination until one full term of three (3) years has elapsed since the last defeat. The slate of nominees prepared by the nominating committee shall be submitted to the AEA Board at the regular November meeting. The AEA Board shall submit such slate of nominees to the members, conduct the election, and tabulate the results by the week of December 15. Voting shall be by ballot, under the direction of the nominating committee. The persons on the slate of nominees receiving the highest number of votes sufficient to fill the existing vacancies shall be elected.
(c) Any member of the AEA may be nominated for the AEA BOard by initiative petition. To qualify for nomination and inclusion on the ballot, a member must secure the endorsement and signature of a minimum o f fifty (50) members of the AEA. The AEA Secretary shall provide forms for this purpose and only nominations with the required signatures received by the nominating committee prior to December 1st shall be eligible. The nominating committee shall be responsible for publicizing this nominating process following the regular November meeting of the Board and shall certify the initiative petitions before placing these names on the ballot.
Section 2. Use of AEA funds to support nominee.
Without authorization of the Board, no AEA funds may be expended to support a nominee for director after there are more people nominated for director than can be elected.
Article VI - Directors
Section 1. Powers.
(a) General corporate powers. Subject to the provisions of the California Nonprofit Corporation Law and any limitations in the articles of incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
(b) Specific powers. Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to:
- Select and remove all officers, agents, and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the articles of incorporation, and with these Bylaws.
- Change the principal business office in the State of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any members' meeting or meetings, including annual meetings.
(c) Club Responsibilities. The AEA President shall appoint Directors to be responsible for various club activities. The AEA President shall designate the category under which activities shall be grouped in order that the responsible Directors may effectively coordinate the club affairs, represent club interests to the AEA Board, and, if necessary, convey AEA Board directions to the clubs. These categories may be changed from time to time. All such category designations by the AEA president shall be approved by the Board. The responsible Directors shall:
- Support club Presidents and club Boards, when requested, in the organization, scheduling, and supervision of the operation of the various activities sponsored by the AEA under the Directors' cognizance.
- Coordinate the activities of clubs in the Directors' area of responsibility, assist int he formation of new clubs, and maintain information on the various clubs under Directors' cognizance.
- Prior to each budget period, submit to the AEA Board a budget of estimated revenue and costs for each club under the Directors' cognizance, detailing the items of expected revenue, expense, attendance, and other matters deemed revelant. Upon completion of each budget period, shall submit to the AEA Board a financial statement thereof.
- Adopt, make, and use a corporate seal; prescribe the forms of membership certificates; and alter the form of the seal and certificate.
Section 2. Number and qualification of directors.
The authorized number of Directors shall be twelve (12). Directors shall be members of the AEA. The AEA Directors shall, upon being elected and accepting the office of Director, not serve as a President nor act in behalf of the President of any club or activity, the control of which is subject to the Bylaws of the AEA.
Section 3. Vacancies.
(a) Vacancies on the Board of Directors shall exist on the death, resignation, or removal of any Director; if the Directors shall increase the authorized number of Directors but shall fail to elect the additional Directors so provided for; or, in the event the Directors fail at any time to elect the full number of authorized Directors.
(b) Vacancies in the Board may be filled by a vote of a majority of the remaining Directors, though less than a quorum, and each Director so elected shall hold office for the unexpired term of his predecessor and until his successor is elected at an Annual Meeting or at a special meeting called for that purpose.
Section 4. Place of meetings: Meetings by telephone.
Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within or outside the STate of California that has been designated in the notice of the meeting or, if not stated in the notice, or if there is no notice, at the principal executive office of the Corporation. Notwithstanding the above provisions of this Section 5, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
Section 5. Annual Meeting.
Immediately following each annual meeting of members, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of this meeting shall not be required.
Section 6. Other Regular Meetings.
Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.
Section 7. Organization Meetings.
The organization meeting of the AEA Board shall be held on such date in January of each year as the AEA President shall decide.
Section 8. Special Meetings.
(a) Authority to call. Special meetings of the Board of Directors for any purpose may be called at any time by the chairman of the Board, the president, any vice president, the secretary, or any two Directors.
(b) Notice.
- Manner of giving. Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) by personal delivery or written notice; (b) by first-class mail, postage paid; (c) by telephone communication, either directly to the director or to a person at the director's office who would reasonably be expected to communicate such notice promptly to the director; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the director's address or telephone number as shown on the records of the AEA.
- Time requirements. Notices sent by first class mail shall be deposited into a United States mail box at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.
- Notice contents. The notice shall state the time and place for the meeting. However, it need not specify the purpose of meeting, or the place of the meeting, if it is to be held at the principal executive office of the corporation.
Section 9. Quorum.
A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 12 of this Article VI. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation Law, except those provisions relating to (i) approval of contracts or transactions in which a director has a direct or indirect material financial interest, (ii) appointment of committees, and (iii) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
Section 10. Waiver of Notice.
The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (i) a quorum is present, and (ii) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
Section 11. Adjournment.
A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
Section 12. Notice of Adjournment.
Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours In which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were present at the time of the adjournment.
Section 13. Action without meeting.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent shall be filled with the minutes of the proceedings of the Board.
Section 14. Fees and Compensation of Directors.
Members of the Board of Directors shall not be compensated for this services. Reimbursement of expenses may be made to Directors upon resolution of the Board.
Article VII - Committees
Section 1. Committees of Directors.
The Board of Directors may, by resolution adopted by a majority of the Directors then in office, designate one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board. Any committee to the extent provided in the resolution of the Board, except that no committee, regardless of Board resolution shall have all the authority of the Board:
(a) take any final action on matters which, under the Nonprofit Corporation Law of California, also requires members' approval or approval of a majority of all members;
(b) fill vacancies on the Board of Directors or in any committee which has the authority of the Board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(e) appoint any other committees of the Board of Directors or the members of these committees;
(f) expend of AEA funds to support a nominee for director after there are more people nominated for director than can be elected;
(g) The approval of any transaction (1) to which the AEA is a party and one or more Directors have a material financial interest; or (2) between the AEA and one or more of its Directors or between the AEA or any person in which one or more of its Directors have a material financial interest.
Section 2. Meetings and Action of Committees.
Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article VI of these Bylaws, concerning meetings of Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.
Article VIII - Officers
Section 1. Officers.
The officers of the Corporation shall be a president, a secretary, and a treasurer. The corporation may also have, at the discretion of the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article VIII. Any number of offices may be held by the same person, except that neither the secretary nor the chief financial officer may serve concurrently as the president.
Section 2. Selection of Officers.
The officers of the corporation, except those appointed in accordance with the provisions of Section 3 of this Article VII, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board.
Section 3. Subordinate Officers.
The Board of Directors may appoint, and may authorize the president or another officer to appoint, any other officers that the business of the corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined from time to time by the Board of Directors.
Section 4. Removal of Officers.
Any officer may be removed, with or without cause, by the Board of Directors. At any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors.
Section 5. Resignation of Officers.
Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice, and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
Section 6. Vacancies in Offices.
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these Bylaws for regular appointments to that office.
Section 7. Responsibilities of Officers.
(a) President. The president shall be the chief executive officer of the AEA. The president shall, subject to the control of the Board of Directors, generally supervise, direct, and control the business and officers of the corporation.
(b) Vice President. In the absence or disability of the president, the vice president, shall perform all 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 have such powers and perform such other duties as from time to time may be prescribed by the Board of Directors or the Bylaws. This shall include, but not be limited to, liaison duties between the Board of Directors and other organizations.
(d) Secretary. The secretary shall attend to the following:
- Book of Minutes. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors my direct, a book of minutes of all meetings and actions of Directors, committees of Directors, and members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at such meetings, the number of members present or represented at members' meetings, and the proceedings of such meetings.
- Membership records. The secretary shall keep, or cause to be kept, at the principal executive office, as determined by resolution of the Board of Directors, a record of the corporation's members, showing the names of all members, their addresses, and the class of membership held by each.
- Notices, seal, and other duties. The secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors required by the Bylaws to be given. He shall keep the seal of the corporation in safe custody, have charge of and safely keep all correspondence and documents of the AEA, and standardize and keep a supply of all forms used by the AEA. Finally, the secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws. He shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
(e) Treasurer. The treasurer shall attend the following:
- Books of account, The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the AEA, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times.
- Deposit and Disbursement of money and valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the AEA with such depositories as may be designated by the Board of Directors; shall disburse the funds of the corporation as may be ordered by the Board of Directors; shall render to the president and the Directors, whenever they request it, an account of all of his transactions as Treasurer and of the financial condition of the corporation; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
- Bond. If required by the Board of Directors, the Treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his office and for restoration to the corporation of all its books, papers, vouchers, money, and the property of every kind in his possession or under his control on his death, resignation, retirement, or removal from office.
- Render to the President and the AEA Board of Directors, when they request it, but at least quarterly, on account of all of his transactions as Treasurer and of the financial condition of the AEA.
- At the beginning of each annual period, submit a detailed proposed budget and statement of estimated receipts and disbursements for the ensuing year to the AEA Board of Directors.
- Conduct or cause to be conducted when deemed appropriate by the AEA Board of Directors, an audit of the financial affairs of each club.
- Have such other powers and perform such other duties as may be prescribed by the AEA Board of Directors or the AEA ByLaws.
Article IX - Clubs
Section 1. Formation.
Clubs concerned with specific hobbies and interests of members may be formed with the consent of the AEA Board of Directors. Such clubs shall be subject to the control and authority of the AEA Board of Directors shall be organized and administered in accordance with the provisions of these Bylaws.
Section 2. Application.
Each club shall make written application for recognition to the AEA Board of Directors. Such application shall include:
(a) A list of the membership of the proposed club identifying the category of each member. (see also Article III, Section 5, Paragraph (5)).
(b) The names and respective offices of those persons who have been elected to serve as officers of the proposed club. A minimum officer structure shall be maintained in order to obtain and continue to hold recognition from the AEA Board of Directors. Minimum officers are: President, Vice President, Secretary, and Treasurer. Failure to meet this requirement shall result in withdrawal of recognition. The list of officers shall be updated annually. Changes in officer personnel shall be submitted in writing to the AEA Board of Directors.
(c) A general statement of the activities which are to be undertaken by the club and a proposed calendar of events.
(d) A general statement of the purposes of the club, and, within three months after recognition of the club, the individual club rules which are to govern the activities of the club.
(e) A proposed budget including the dues structure and a general description of the method of how the club's activities are to be financed.
Section 3. Obligations.
Each club shall agree to the following policies and procedures:
(1) Any of the following activities, sponsored or conducted by any club or group in the General Offices - Aerospace Employees' Association, must be brought to the attention of, and receive approval from the AEA Board of Directors.
(a) Those activities which require a charger and/or contract in excess of $500.00 or
(b) Those activities which require an individual payment of $100.00 or more, or
(c) Any activity that anticipates a collection of $500.00 or more from any source.
The General Offices - The AEA Board of Directors will be responsible for obtaining a fidelity bond in appropriate amounts that will cover all AEA members and the funds handled by them.
The AEA Board of Directors will normally delegate the management of all AEA Board of Directors approved activities to the sponsoring organization. No activities other than those sponsored by the AEA Board of Directors or an AEA club will be sanctioned.
All activities approved by the AEA Board of Directors under the policy will be governed by the following rules of conduct.
The objective of paragraphs (a), (b), and (c) below is to permit, if appropriate, the reasonable compensation of members who actually perform the major workload of various activities at the expense of their leisure hours, and to permit all involved in such events to know just what such services are costing, and how they are paid. As a result more members may desire to share the workload or to compete for the compensation.
(a) Any and all fees, gratuities, gifts, or special considerations, (such as free or reduced fairs, tickets, participations, lodging, etc.) arising out a member's involvement in any AEA sponsored activity, shall be considered to be given to and belong to the AEA.
(b) A sponsoring organization may, with the approval of the AEA Board, authorize compensation for services performed by members which involve an unusual demand of the member's off-hours time. Such compensation shall be covered by either a proportional assessment, and/or by fees which arise due to the performance of such services, and/or by special considerations (see paragraph a) as approved by the AEA Board of Directors.
(c) As soon as possible, after approval of such compensation plan, all persons involved shall be notified in writing of such arrangements.
Trips or Tours.
(a) When the services of a travel agency are to be used, after the sponsoring group has defined the general tour plan and obtained bids from at least two travel agents, and before making a commitment, the sponsoring group shall make a presentation to the AEA Board of Directors detailing the bids received from the travel agents and presenting the reasons why the sponsoring group feels a given bid should be accepted. Based on this information, the AEA Board of Directors shall approve a travel agent selection, or require that more bids be let.
(b) After the selection of a travel agent, the sponsoring group shall provide a status report to the AEA Board of Directors at each of the Board's monthly meetings prior to the date of the trip.
(c) The sponsoring group shall advise and obtain the consent of the AEA Board of Directors with respect to the advertising campaign.
(d) A complete itemized financial accounting listing all transactions related to the trip and/or tour, including interest earned on deposits, car purchases, currency exchange, etc., shall be distributed to all individuals who participated in the trip within six (6) weeks after the conclusion of the trip. This itemized accounting shall also be included in a final report by the sponsoring group to the AEA Board of Directors at the first monthly Board meeting held after the accounting report has been distributed.
(2) Club activities, other than those listed on the calendar of events, shall be brought to the attention of the appropriate AEA Director. When requested, the Director will be required to have this calendar available for review by the AEA Board of Directors.
(3) Rulings and directives of the AEA Board of Directors pertinent to club activities shall be followed. Upon failure to comply with such rulings and directives, all or part of the club's allocation may be withheld or the club denied further recognition by the AEA.
(4) Each chartered club shall be financially liable for any activity the club sponsors. Allocations from the AEA shall not be deemed to establish any pecuniary liability on the part of the AEA.
(5) Requests for allocations shall be submitted to the AEA Board of Directors prior to the beginning of the period for allocation.
(6) Each club shall submit a statement of its financial condition, along with other information deemed pertinent, when requested by the AEA Board of Directors.
(7) At the Discretion of the AEA Board of Directors an audit of the treasury of any club shall be made.
(8) Each calendar year, or when there is a change in club offices, the club shall prepare an inventory of equipment belonging to the AEA and shall provide a statement as to the location of the equipment and the name of the person responsible for its safekeeping.
(9) The membership of a club shall be comprised of members and associate members of the association. The AEA Board of Directors reserves the right to approve or disapprove club associate member complements in categories A1, A2, and A3. The AEA Board of Directors shall be required to review each club membership list submitted at budget time and return a written approval/disapproval to the submitting club.
(10) The AEA Board of Directors may require club publications, including notices of meetings, to be submitted to the appropriate Director for approval. The cost of such publication shall be the responsibility of the individual club.
(11) Requests for the use of AEA or Air Force equipment shall be made to the appropriate Director.
(12) The letters "AEA" shall appear in the club title and in the title of any team forming a part of such club, and these letters shall be displayed on any marked jacket, T-shirt, stationery, club announcement, etc.
(13) The president of each club shall signify concurrence with the foregoing and shall make this concurrence and these obligations known to each club member.
Section 4. Recognition.
Recognition of each club shall be evidenced by a statement of recognition issued by the AEA board of directors.
Section 5. Officers and Bylaws.
Each club shall elect officers at least once each year. There may be any number of officers deemed appropriate by each club, but in any event there shall be at least four (4) officers, consisting of a President, Vice President, Secretary and Treasurer.
Each club shall adopt its own set of Bylaws in accordance with the AEA Bylaws. A current copy of each club's Bylaws shall be kept with the appropriate Director.
Section 6. Allocations.
Allocations may be made to any recognized club subject to the availability of funds and the approval of the AEA Board of Directors.
Section 7. Property.
All property of clubs recognized by the AEA Board of Directors shall belong to the AEA. Property acquired for the use of a particular club shall be in the custody and care of said club.
Section 8. Membership List.
A list of all members and associate members shall be provided the AEA secretary, through the cognizant Director, at least once each year. Date of each termination shall be provided where appropriate.
Section 9. Membership Dues, Fees and Assessments.
All dues, fees, and assessments shall be subject to the approval of the AEA Board of Directors, prior to effectivity. In each instance, the dues of the member shall be at least one (1) dollar less than that for an associate member.
Section 10. Dissolution of Clubs.
A club may be disbanded by a letter to the AEA Board of Directors that shall:
- State that all club financial obligations have been met.
- State that all residual club resources (property and monies ) have been turned over to AEA .
- Be signed by the club President and Treasurer of record.
Article X - Non-Club Activities
The AEA Board of Directors may, from time of time, choose to support activities that are outside the sphere of interest of any existing club.
These activities may be the formation of new clubs, special events available to all employees. Making the benefits of group participation available to employees for social, recreational, and spectator events, and etc.
The AEA support may be direct financial assistance, the use of AEA funds for promotion, or the use of the AEA name in promotion.
Requests for any form of special support of non-club activities by the AEA Board should be requested in writing and will be subject to the vote of the AEA Board.
Article XI - Indemnification of Directors, Officers, Employees, and Other Agents
Section 1. Definition.
For the purpose of this Article,
(a) "agent" means any person who is or was a director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director officer, employee, or agent of a foreign or domestic corporation or of another predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation;
(b) "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and
(c) "expenses" includes, without limitation, all attorneys' fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys' fees, cost, and other expenses incurred in establishing a right to indemnification under this Article.
Section 2. Successful Defense by Agent.
To the extent that an agent of this corporation has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonable incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Sections 3 through 5 shall determine whether the agent is entitled to indemnification.
Section 3. Actions brought by persons other than the corporation.
Subject to the required findings to be made pursuant to Section 5, below, this corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this corporation, or by an officer, director or person granted relator status by the Attorney General, or by the Attorney General on the ground that the defendant director was or is engaging in self-dealing within the meaning of California Corporations Code Section 5233, or by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.
Section 4. Action brought by or on behalf of the corporation.
(a) Claims settled out of court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding, unless it is settled with the approval of the Attorney General.
(b) Claims and suits awarded against agent. This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:
(i) The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that section; and
(ii) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.
Section 5. Determination of agent's good faith conduct.
The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following:
(a) Required standard of conduct. The agent seeking reimbursement must be found, in the manner, provided below, to have acted in good faith, in a manner he believed to be in the best interest of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of no lo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this corporation or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.
(b) Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with Paragraph (a) above shall be made by:
(i) The Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to the proceeding; or
(ii) the affirmative vote (or written ballot in accord with Article IV, Section 9) of a majority of the votes represented and voting at a duly held meeting of members at which a quorum is present (which affirmative votes also constitute a majority of the required quorum); or
(iii) the court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by this corporation.
Section 6. Limitations.
No indemnification or advance shall be made under this Article, except as provided in Sections 2 or 5(b) (iii), in any circumstance when it appears:
(a) That the indemnification or advance would be inconsistent with a provision of the articles, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or,
(b) That the indemnification would be inconsistent with any condition expressly imposed by the court in approving a settlement.
Section 7. Advance of Expenses.
Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.
Section 8. Contractual right of nondirectors and nonofficers.
Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of this corporation, or any subsidiary hereof, may be entitled by contract or otherwise.
Section 9. Insurance.
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability other than for violating provisions against self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section.
Article XII - Records and Reports
Section 1. Maintenance of Corporate Records.
The corporation shall keep:
(a) Adequate and correct books and records of account;
(b) Minutes in written form of the proceedings of its members, Board, and committees of the Board;
(c) A record of its members, giving their names and their mail stations and the class of membership held by each;
All such records shall be kept at the corporation's principal executive office.
Section 2. Members' inspection rights.
(a)
(i) Any member of the corporation may inspect and copy the records of members' names and mail stations and voting rights during usual business hours on five days' prior written demand on the corporation, stating the purpose for which the inspection rights are requested; or,
(ii) obtain from the secretary of the corporation, on written demand and on the tender of the secretary's usual charges for such a list, if any, a list of names and addresses of members who are entitled to vote for the election of Directors, and their voting rights, as of the most recent record date for which that list has been compiled, or as of a date specified by the member after the date of demand. The demand shall state the purpose for which the list is requested. This list shall be made available to any such member by the secretary or before the later of 10 days after the demand is received or the date specified in it as the date by which the list is to be compiled; and
(b) Any member of the corporation may inspect the accounting books and records and minutes of the proceedings of the members and the Board and committees of the Board, at any reasonable time, for the purpose reasonably related to such person's interest as a member.
(c) Any inspection and copying under this section may be made in person or by an agent or attorney of the member and the right of inspection includes the right to copy and make extracts.
(d) The aforementioned rights shall be subject to the restrictions in the California Nonprofit Corporation Law Code Section 8332.
Section 3. Maintenance and inspection of articles and bylaws. The corporation shall keep at its principal executive office the original or a copy of the articles and Bylaws as amended to date, which shall be open to inspection by the regular and associate members at all reasonable times during office hours.
Section 4. Inspection by directors.
Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and made extracts of documents.
Section 5. Annual report to members.
(a) Not later than 120 days after the close of the corporation's fiscal year, the Board shall cause an annual report to be sent to the members. Such report shall contain the following information in reasonable detail:
(1) The balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.
(2) A statement of the place where the names and individual's mail stations are located.
(3) Any information required by Section 6 of this Article.
(b) The report required by this Section shall be accompanied by any report thereon of independent accountants, or, if there is no such report, by the certificate of an authorized officer of the corporation that such statements were prepared, without audit from the books and records of the corporation.
Section 6. Annual statement of certain transactions and indemnifications.
No later than the time the corporation gives its annual report, if any, to the members, and on any event no later than 120 days after the close of the corporation's fiscal year, the corporation shall prepare and mail or deliver to each member a statement of the amount and circumstances of any transaction or indemnification of the following kind:
(a) Any transaction(s) in which the corporation, its parent or its subsidiary was a party, and in which either of the following had a direct or indirect financial interest; if such transaction involved over $40,000, or was one of a number of transaction with the same person involving in the aggregate, over $40,000.
(1) Any director or officer of the corporation, its parent or subsidiary ( a mere common Directorship shall not be considered such an interest); or
(2) Any holder of more than 10% of the voting power of the corporation, its Parent or its subsidiary;
(b) Any indemnification or advances aggregating more than $10,000 paid during the fiscal year to any officer or director of the corporation pursuant to Article X hereof, unless such indemnification has already been approved by the regular members pursuant to Section 5 (b) (ii) of Article X.
Article XIII - Construction and Definitions
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both the corporation and a natural person.
Article XIV - Amendments
Section 1. Amendment by Members.
New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the regular members or by written ballot of these persons. Further, where any provision of these Bylaws requires the vote of a larger proportion of the members than otherwise required by law, such provision may not be altered, amended or repealed except by vote of such larger number of members. No amendment may extend the term of a director beyond that for which such director was elected.
Section 2. Amendment by directors.
Subject to the rights of regular members under Section 1 of this Article XII and the limitations set forth below, the Board of Directors may adopt, amend or repeal Bylaws. Such power is subject to the following limitations:
(a) The limitation set forth in Section 1 on the regular members' power to adopt, amend or repeal Bylaws shall apply to actions by the Board of Directors.
(b) The Board of Directors may not amend a bylaw provision fixing the authorized number of Directors or the minimum and maximum number of Directors. However, if the articles or Bylaws provide for a variable number of Directors within specified limits, the Directors may, subject to the other limitations of this section, adopt, amend or repeal a bylaw fixing the exact number of Directors within those limits.
(c) If any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise required by law, such provision may not be altered, amended or repealed except by vote of such larger number of Directors.
(d) The Board of Directors may not adopt or amend bylaw provisions concerning the following subjects without the approval of the members:
(i) Any provision extending or increasing the terms of Directors;
(ii) Any provision allowing one or more Directors to hold office by designation or selection rather than election by the members;
(iii) Any provision giving the Board of Directors power to fill vacancies on the Board created by removal of Directors; and
(iv) Any provision increasing the quorum for members' meetings.
Certificate Of Secretary
I, the undersigned certify that I am the presently elected and acting, Secretary of ___________________________________________, a California nonprofit corporation, and the above Revised Bylaws consisting of _______________pages, are the Bylaws of this corporation, as adopted at a meeting of the Board of Directors held on _____________________, 19______.
Dated:____________________________________________
____________________________________
Secretary
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The Aerospace Employees' Association
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Last revision: August 01, 2006
