tbss=by-laws

Bylaws
Tampa Bay Soaring Society, Inc.

ARTICLE I

NAME AND PRINCIPAL OFFICE

Section 1. The name of this club will be the Tampa Bay Soaring Society, Inc. (TBSS).

Section 2. TBSS shall be registered as a 501 (c) (7) tax exempt organization.

Section 3. The principal office of the club shall be in the Tampa Bay area, State of Florida at a site designated by the Board of Directors.

Section 4. The home base of the TBSS shall be at 40223 Sunpath, Zephyrhills Municipal Airport, Zephyrhills, Florida.

ARTICLE II

PURPOSE

Section 1. The purpose of this club shall be to provide flying facilities and equipment for its members on a non profit basis and to encourage their education and development as competent and safety conscious aviators.

ARTICLE III

MEMBERSHIP

Section 1. An individual shall become a member of the club upon payment of the initial fees as prescribed by the Board of Directors and upon signing an affidavit of non liability. All members will be responsible for maintaining knowledge of, and following current Tampa Bay Soaring Society Operating Procedures.

Section 2. An active member shall be entitled to participate in all club activities and to utilize all club equipment subject to such rules and regulations provided in the Tampa Bay Soaring Society Operating Procedures.

Section 3. Other classes of membership and applicable fees shall be established by the Board of Directors.

Section 4. The Board of Directors is empowered to establish rules and procedures to remove a member.

ARTICLE IV

MEETINGS

Section 1. One annual meeting of the members will be held each year during the month of November at a time and place to be determined by the Board of Directors. The annual meeting is for the purpose of receiving the annual report of the club officers, Directors, and committees; for the election of officers and Directors and for other such business as may properly come before such meeting. New officers and Directors will take office on January 1. Notice of the annual meeting shall be given by the Secretary to this meeting by electronic mail not less than ten days before the meeting. The notice shall set forth the time and place of such meeting.

Section 2. General meetings may be held at a place and time determined by the Board of Directors. The membership must be notified at least ten days before the meeting.

Section 3. Special meetings of the members may be called at the discretion of the President, or a majority of the Directors, or by written petition of at least one fourth (1/4) of the active members. It shall be the duty of the Secretary to call such a meeting within ten days after such a demand. Notice of special meetings of members, stating the time and in general terms the purpose thereof, shall be given to each member at least three days before such meeting. No business other than specified in the notice will be transacted at any special meeting of the club.

Section 4. One quarter (1/4) of active members in person including three (3) members of the Board of Directors shall constitute a quorum at each meeting. A lesser number shall adjourn to some future time as specified by the President. The Secretary shall give notice of adjourned meetings reconvening to each active member at least ten days prior to the meeting.

Section 5. Each active member in good standing is entitled to one vote. Each active member in good standing may designate any other active member as proxy for any meeting. A member may hold the proxy of only two other members. Proxies must be in writing. A majority vote of members present or by proxy is controlling unless otherwise specified in these Bylaws.

Section 6. Meetings will be conducted using Roberts Rules of Order or similar accepted rules for conduct of proceedings.

ARTICLE V

CLUB OFFICERS AND ELECTIONS

Section 1. The Board of Directors shall consist of the following elected officers: President, Vice President, Secretary, Treasurer, Chief Tow Pilot, and Chief Field Operations Officer. The Board shall appoint as non-elected officers, a Safety Officer, a Chief Flight Instructor, and other such officers as deemed necessary by the Board.

Section 2. Any active member in good standing shall be eligible to hold any office, with the exception of the Chief Tow Pilot, who must be an active tow pilot for the club and the Chief Flight Instructor, who must have a CFIG rating.

Section 3. Any qualified member may be nominated for any office by any other active member including himself. Nominations will close on October 30th. All nominations shall be forwarded to reach the Secretary or Treasurer by that date in order that a ballot be included in the November newsletter published on November 1st. Any form of nomination may be used, but the nominator must certify that the nominee has expressed a willingness to both run and serve in the capacity for which nominated. Persons nominated for more than one office shall be contacted by the Secretary or Treasurer and must choose which office he or she wishes to pursue.

Section 4. Any qualified member may vote either in person or by absentee ballot. Voting will be by secret ballot. Ballots included in the November newsletter shall have provision for signature which will appear outside the fold when the ballot is sealed for secrecy. Absentee ballots will be forwarded to the Treasurer in time for the annual meeting, who will bring them to the meeting with the signatures attached. Signatures will be removed prior to depositing the absentee ballots in the ballot box. Individuals previously voting absentee, but electing to be present at the annual meeting may rescind previously submitted absentee ballots by requesting to have it returned at the meeting. All qualified members voting in person will sign a roster before depositing a ballot in the ballot box.

Section 5. An election committee formed on the day of the election shall count ballots. If people outside the club are available and agree to serve, this is the preferred method. If no non-members are available, the Board shall appoint a three member election commission to count and certify ballots.

Section 6. In the event of a tie for office, a special election for the unresolved office will be held within two weeks after the original voting, but preferably on the same day as the election.

Section 7. Any vacancy in the Board of Directors occurring during the year shall be filled for the unexpired term of the director, by a majority vote of the remaining Directors. An exception to this rule shall be that in the event of three (3) or more vacancies in the Board of Directors occurring at any one time, they shall be filled by majority vote of the active membership at a meeting duly called.

Section 8. Executive Officers shall hold offices for 12 months or until their successors are elected and qualified.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of the elected officers as specified in the bylaws.

Section 2. Duties and Powers. The Board of Directors shall have the power to make all necessary contracts, to borrow money, up to thirty thousand dollars ($30,000.00) per single purchase, to secure the same by mortgage or deed of trust to the property of the club, to pay and discharge all debts, and to do all matters necessary or incident to, or in aid of, carrying out of the aim and the purpose of the club, and they shall have the charge and the manner and subject to such rules, regulations and restrictions provided in these bylaws.

Section 3. Any assessment recommended by the Board must be approved by a written ballot simple majority of the entire active membership before becoming effective.

Section 4. Any decision of the Board may be repealed by an affirmative vote of the majority of the active membership.

Section 5. Each director shall serve without compensation or reward. No officer or member of the Board of Directors shall be interested either directly or indirectly in any contract relating to the operations conducted by the club nor in any contract for furnishing supplies or equipment thereto unless specified exception is made by affirmative vote of the Board of Directors. Exceptions may be made as long as it complies with terms for borrowing funds established by the Board of Directors. Any director standing to benefit from any Board decision will abstain from voting on that particular issue.

Section 6. The Board shall cause to be kept a complete record of all of its acts and proceedings of its meetings, and make this available to all members.

Section 7. The Board of Directors shall be responsible for keeping the official Tampa Bay Soaring Society Standard Operating Procedures current.

Section 8. Regular meetings of the Board may be called at a time and place to be determined by the President to hear the Treasurer’s report, Secretary’s report, transact club business, and formulate an agenda of items to be brought before the general membership for discussion and or vote. Special meetings of the Board may be called at any time on the order of the President or two Directors. Notice of meetings of the Board, stating the time, place, and general purpose shall be given to each Board Member no later than five days prior to the meeting. If all Board Members are present, any business may be transacted without previous notice.

Section 9. Electronic mail can also be used by the Board Members to conduct club business as long as all Board Members are included in the electronic transmissions.

ARTICLE VII

PRESIDENT

Section 1. The President is the Chief Executive Officer of the club.

Section 2. The President shall preside at all membership meetings, and at all meetings of the Board of Directors.

Section 3. The President shall appoint all committees with the approval of the Board of Directors, and shall also be a member of all committees.

Section 4. The President shall sign or co-sign and execute all contracts in the name of TBSS when authorized to do so by the Board of Directors; appoint and discharge agents and employees, or delegate this duty as he may elect, subject to the approval of the Board of Directors. The President shall have general supervision of the management of all affairs of the club, subject to the approval of the Board of Directors.

ARTICLE VIII

VICE PRESIDENT

Section 1. The Vice President shall be vested with all the powers and shall perform the duties of the President in case of the absence or disability of the President.

Section 2. In the absence or disability of the President and/or the Treasurer, the Vice President shall also execute in the name of TBSS, checks or the financial documents authorized by the Board of Directors and in accordance with the bylaws.

ARTICLE IX

SECRETARY

Section 1. The Secretary shall perform all duties incident to the office of the Secretary, subject to the control of the Board, including: keeping the minutes of all proceedings of the Members and of the Board of Directors in books provided for that purpose; attending to or providing for the giving and serving of notices of all meetings of the members and of the Board of Directors, and publishing club communications.

ARTICLE X

TREASURER

Section 1. The Treasurer shall perform all duties incident to the office of the Treasurer, subject to the control of the Board of Directors, including: executing in the name of the TBSS all checks for expenditures authorized by the Board of Directors; receiving and depositing all club funds in the bank(s) selected by the Board of Directors, which funds will be paid out only by checks as herein before provided; accounting for all receipts, disbursements and balance on hand, acting as registered agent for the TBSS with the Florida Department of state and repairing and submitting prior to July 1 of each calendar year the state of Florida Corporation Report in accordance with Section 608-32, Florida Statutes; keeping a proper membership book showing the name and current address of each member, and the bylaws, TBSS membership applications and release forms, and other books, records, papers as the Board of Directors may direct; publishing a club roster within thirty days following the annual meeting, and at other times during the year at the request of the Board of Directors; executing for the President’s signature, in the name of TBSS all certificates of membership, and other documents which have been first approved by the Board of Directors.

The IRS considers TBSS to be a 501 (c) (7) organization which means we are tax exempt. The Treasurer will be responsible to file a form 990EZ each year. This can be accomplished by using a Certified Public Accountant firm.

Section 2. The Treasurer will supervise custody and sales of club insignia, patches, decals, etc., and will include the results of such sales in the monthly report.

Section 3. The Treasurer has the power to authorize all expenditures up to three hundred dollars ($300.00). All expenditures other than routine expenditures and necessary maintenance over three hundred dollars ($300.00) must have the approval of the Board of Directors.

ARTICLE XI

CHIEF TOW PILOT

Section 1. The Chief Tow Pilot shall have responsibility for oversight of all TBSS tow operations subject to control by the Board of Directors. Oversight will include: scheduling of tow pilots, providing a schedule of tow pilots to the Secretary for publication; responsibility to insure that the club tow aircraft is maintained in a safe and airworthy condition in accordance with FARs; and to oversee training and qualification of club tow pilots.

ARTICLE XII

CHIEF FIELD OPERATIONS OFFICER

Section 1. The Chief Field Operations Officer shall have responsibility for oversight of the ground portion of flight operations subject to control by the Board of Directors. The Chief Field Operations Officer shall oversee training and qualifications of all individuals designated as Field Operations Officer and provide a schedule of Field Operations Officers to the Secretary for publication.

ARTICLE XIII

COMMITTEES

Section 1. The Board of Directors shall establish committees and appoint individuals necessary to conduct club operations. These committees may include, but are not limited to: Flight Safety for the purpose of establishing and promulgating operating rules and procedures; maintenance for the purpose of oversight of aircraft maintenance and airworthiness

Updated February 2012

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