THE NORTHEAST BONANZA GROUP, INC.
BYLAWS
ARTICLE I OBJECTS
The objects of the corporation (hereinafter sometimes called “NEBG”) shall be:
- To promote and encourage interest in the operation and maintenance of Beechcraft Bonanza, Baron, and Travel Air aircraft and to collect from and disseminate to the members ideas, experiences and data in relation to such aircraft and the safe flying of the same.
- To cultivate and promote friendship and sociability among the members.
ARTICLE II – MANAGEMENT
(BOARD OF DIRECTORS)
- Powers. Except as otherwise required by law or provided by these bylaws, the management of the NEBG, its property and affairs shall be vested in its Board of Directors.
- Number of Directors. The Board of Directors shall consist of [4] members elected from and by the membership of the NEBG.
- Term. The regular terms of each directorship shall be [one (1) year and until its successor is elected. Each term shall commence at the close of the annual meeting of the membership held in the year of the election.
- Vacancy. The Board may fill any vacancy occurring on the Board by reason of death, disqualification, resignation or otherwise than regular expiration, and such person shall serve for the unexpired term of the directorship so vacated.
- Qualifications. Each director shall be a member of the NEBG in continuing good standing. A candidate for the Board of Directors shall agree in advance to serve as an officer of the NEBG if so, chosen at any later date.
- Unanimous Consent Action. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent to such action is signed by all members of the Board or such committee as the case may be, and such written consent is made a part of the minutes of proceedings of the Board or certified in writing to the Board by such committee. The use of email (or equivalent) shall be an acceptable method of providing signed written consent. Telephone or email polling of the Board or committee members, if unanimous, shall suffice to permit immediate action, so long as written consent or certification is complied with as soon as practicable.
- Meetings. The Board of Directors shall meet at the call of the president or at the call of any three of its members and shall meet at least two times (2) annually. [Three] of the current Directors thereof shall constitute a quorum. Written notice of each meeting of the Board of Directors shall be given by the Secretary to all members thereof at least ten days prior to the meeting unless waived in writing by all of the directors. Email may be used for notices and waivers. Attendance at any meeting shall be a waiver of notice thereof. Meetings of the Board of Directors may be held solely by means of remote communication such as conference telephone, videoconference or similar communications equipment where all persons participating in the meeting can hear each other. The meetings of the Board of Directors shall be conducted according to Robert’s Rules of Order.
- Compensation. The members of the board of directors as such shall not receive any salary for their services but, by resolution of the Board of Directors, said members may be reimbursed for expenses by the Board of Directors.
- Removal. A director who has been found to be in violation of the written policies of the NEBG may be removed by a vote of at least [three (3)] members of the Board.
- Committees. The Board of Directors may establish committees composed of NEBG members, such as advisory, auditing, social and the like, which committees shall advise and assist the Board of Directors in its area of responsibility.
ARTICLE III – OFFICERS
- Election. The officers of the NEBG shall be a President, a Vice President, a Secretary, a Treasurer and, if the Board of Directors determines, an Assistant Secretary. The officers shall be elected by the Board from among the membership. The officers shall be elected at the meeting of the Board immediately prior to the annual meeting of the members. The officers so elected shall assume office and begin their term at the close of the annual meeting of the membership and the term shall terminate on the date of the annual meeting of the membership to be held one (1) year hence. If any office becomes vacant during the year, the Board shall elect a replacement from amongst its membership to fill the same for the unexpired term.
- Duties. The duties of the officers of the NEBG shall be:
President: The president shall be the chief executive officer of the corporation. He shall preside
over all meetings of the Board of Directors. He may preside over all meetings of the members. However, he may designate any member of the Board of Directors to preside over any meeting of the members. In his absence, should he have failed to make such designation, the presiding officer at any such meeting shall be the Vice-President, Secretary or Treasurer, in that order. He shall be in general charge of the business of the corporation and shall execute contracts on behalf of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall be an ex-officio member of all standing committees, if any, and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation.
Vice President: The vice president shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.
Secretary: The secretary shall make or cause to be made a record of the proceedings of all meetings of the Board of Directors and shall have charge of all records of the corporation, together with the seal and charter. He shall give notice of all meetings herein provided for; shall have in his charge the membership list to determine those members entitled to vote; and shall have such other duties as may be determined by the Board of Directors. The Assistant Secretary shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary.
Treasurer: The treasurer shall have the custody of the NEBG’s funds and securities; keep or cause to be kept a full and accurate account of receipts and disbursements in books belonging to the NEBG; and deposit all monies and other valuable effects in the name of and to the credit of the NEBG in such depositories as may be designated by the Board of Directors and take proper vouchers for such disbursements; and shall render to the Board of Directors from time to time as may be required of him, an account for all of his transactions as Treasurer and of the financial condition of the NEBG.
ARTICLE IV – FUNDS
Disbursement of funds of the NEBG shall be made by check and any corporate check shall be signed by the President or Treasurer.
ARTICLE V – REPORT OF OFFICERS
The President and Treasurer shall each submit to the membership at the annual meeting a written report of their conduct of the NEBG’s business with respect to such office during the past year. The Treasurer’s report shall be in sufficient detail to present a full and accurate accounting of the financial operations and financial condition of the NEBG.
ARTICLE VI – MEMBERSHIP
- Qualifications – Dues. All persons interested in the objects and purposes of the NEBG shall be eligible for membership. The membership of the NEBG shall consist of those persons who have been received into membership upon making application therefore and who have paid dues for the current year as established from time to time by the Board of Directors. The Board of Directors may, from time to time designate and appoint persons as Honorary Members of the NEBG for such periods, with or without voting privileges and with such attendant dues as the Board shall determine in its sole discretion.
- Members in Good Standing. Members whose dues are paid currently and whose membership has not otherwise been revoked are members in good standing. Any member who fails to pay delinquent dues within thirty ([90]) days after notice shall forfeit his membership. Persons who have forfeited their membership through non- payment of dues may be reinstated upon payment of such dues within the twelve-month period after they become delinquent.
- Membership Meetings. (a) When, Where Notice. The annual meeting of the members year. shall be held during the period beginning October 1 and ending November 30 of each The date and place of such meeting shall be fixed by the Board of Directors. The annual meeting may be held by means of remote communication (virtual meeting). Written notice of the time and place of the annual meeting shall be sent not less than three weeks before the meeting, to each member in good standing. Email (or equivalent) shall be an acceptable method of providing notice for annual and special meetings. (b) Special Meetings. Special meetings of the membership may be called by the Board of Directors. The notice of such meeting shall, in addition to the items specified in paragraph 3(a) above, specify the object thereof and no business shall be transacted thereat except as designated in the notice.
- Quorum. At all meetings of the membership, the number of persons present at any properly announced meeting and entitled to vote shall constitute a quorum by the membership.
- Voting. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE VIII- HEADQUARTERS
The Headquarters of the NEBG shall be located in Middletown, Pennsylvania.
ARTICLE IX – AMENDMENTS
These Bylaws may be amended by a two-thirds majority vote of the full board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board
announcements.