CONSTITUTION AND BY-LAWS OF THE
IOWA PILOTS ASSOCIATION

C O N S T I T U T I O N

ARTICLE ONE: The name of the organization shall be the Iowa Pilots Association.

ARTICLE TWO: The objects and purposes of the Association may be summed up as:

  1. To operate exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 50l(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
  2. To encourage education and safety related to aviation in Iowa through the carrying on of educational, civic and patriotic activities for its members and others.
  3. To sponsor improved educational methods for pilots through publication of factual periodicals, preparation of program material for pilot training, maintaining a library of films and other educational material for pilots, publication of pilot training syllabi, and publication of such other educational material as will promote safety in aviation.
  4. To provide for its members such programs as will aid them in their activities in connection with aviation and provide enters for discussion and education of matters pertaining to aviation at nonprofit meeting places in Iowa.
  5. To cooperate with federal, state and municipal officers and agencies in encouraging the development of aviation in Iowa.
  6. To promote a fraterna1 feeling among the pilots of the State of Iowa.
  7. To protect the rights and privileges of pilots in the State of Iowa.
  8. To encourage the use of airplanes for business and pleasure among the people of the State of Iowa.
  9. To promote a suitable program in Iowa for the development of adequate landing facilities.
  10. To make available to the people of this state the services of this Association in times of emergency.
  11. To maintain a continuous program in aviation.
  12. To perform all lawful acts authorized for general not-for-profit corporations organized under the laws of the state of Iowa, for the uses and purposes for which this corporation is organized. Provided, however, that upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such proposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes; and
  13. to do any and all things which may be necessary or proper in connection with its purposes.

ARTICLE THREE: No part of the net earnings of the corporation shall inure to the benefit of or be distributable to, its members, trustees, directors, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.

No substantial part of the activities of the corporate shall be the carrying on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).

ARTICLE FOUR: The duration of the Association shall be perpetual.

BY-LAWS

ARTICLE I � MEMBERSHIP

  1. CLASSES: Membership in this Association shall be open to either Active or Associate Members.
  2. ACTIVE MEMBERS: Any person holding a valid pilot�s certificate issued by the Federal Aviation Administration of the United States at the time of application for membership shall be eligible for Active membership.
  3. ASSOCIATE MEMBERS: Any person, firm, corporation or organization desiring to further the objectives of the Association shall be eligible for Associate membership.
  4. DUAL MEMBERS: A husband and wife who are both either an Active or an Associate member and who have the same mailing address.
  5. PRIVILEGES: Associate members shall be entitled to all privileges and rights of the Association except the right to vote for members of the Board of Directors or to serve as such.
  6. APPLICATION: Application for membership shall be made on forms provided by the Association. Such application shall be approved by the Board of Directors or such officers as may be authorized by the Board to approve the same.
  7. DUES: The annual dues of the Association shall be such amount as is fixed from time to time by the Board of Directors. Dues shall be paid with a credit card processed here.
  8. EXPULSION: The Board of Directors, after due notice and a hearing, if requested, may recommend to the membership the expulsion of any member who brings discredit to himself or the Association.

ARTICLE II � ANNUAL AND SPECIAL MEETINGS

  1. ANNUAL MEETING: The annual meeting of the Association shall be held at such time and place during the months of April, May or June of each year as the Board of Directors shall select.
  2. SPECIAL MEETINGS: Special meetings may be called at such times and places as the Board of Directors may by resolution determine, or, upon the written request of ten members delivered to the Secretary, the President shall call a specia1 meeting to convene in Des Moines.
  3. NOTICE OF MEETINGS: At least thirty days written notice of all meetings shall be given to all members in good standing. In the case of special meetings, the notice shall state the purpose of the meeting and the business to be transacted.
  4. ORDER OF BUSINESS: The order of business at any meeting of the Association shall be as follows:

    5. 1. Calling the roll
    2. Reading the minutes of the previous meeting
    3. Report of the President
    4. Treasurer�s report
    5. Committee reports
    6. Old business
    7. New business
    8. Election of Directors (at annual meeting).

  5. QUORUM: The quorum necessary to transact business at any meeting shall be twenty members, provided that a lesser number may adjourn until a future date, not exceeding thirty days. If the adjournment is over ten days, five days notice of the date and place of holding the adjourned meeting shall be given in writing to all members.
  6. RULES OP ORDER: Questions of procedure shall be decided according to Robert's Rules of Order, Newly Revised, unless otherwise provided in the by-laws.

ARTICLE III � BOARD OF DIRECTORS

  1. ELECTIONS: There shall be elected at the annual meeting each year by the Active members of the Association in good standing from among their members, a Board of Directors of eighteen members, one-third to be elected each year. Directors shall also be elected to fill any vacancy caused by resignation or other reason of a director for the unexpired term. In addition to the above eighteen members of the Board of Directors, the President of each local Chapter of the Iowa Pilots Association and the Immediate Past President of the Iowa Pilots Association shall automatically become a member of the Board of Directors for his term of office, and shall have all the duties, responsibilities and voting powers of the elected members of the board.
  2. QUALIFICATION: With the exception of the first year of operation, candidates for membership on the Board of Directors shall have been members of the Association for a period of at least one year when elected.
  3. TERM: Each member of. the Board of Directors shall hold office for a term of three years.
  4. COMPENSATION: Directors shall not receive any compensation for their services but may be reimbursed for their expenses in connection with Association business.
  5. REPRESENTATION. Directors shall be so elected as to provide representation on the Board to various areas of the state whenever possible. The Board may, if it deems it desirable, divide the state into not less than eight districts and one out-of-state district for a total of nine districts. In such event, at least one member of the Board shall be elected by the membership from each such district.
  6. MEETINGS: The Board of Directors shall hold an annual meeting immediately following the annual meeting of the Association each year. The Board may hold such other meetings at such times and places as it shall determine by resolution. Special meetings may be called by the President or by any five members of the Board. Special meetings shall be held at such place or places as shall be determined by the President. Two days notice in writing shall be given of all meetings.
  7. QUORUM: A quorum to transact business at any regular or special meeting of the Board of Directors shall consist of six members of the Board.
  8. DUTIES: The Board of Directors shall control, manage and administer the business and affairs of the Association. The Board shall promote and carry out the objectives of the Association, perform and carry out any resolutions and directives of the Association as expressed in its annual or special meetings, elect and supervise the work of the officers of the Association, account for and administer the funds and property of the Association, and shall possess all powers and authority necessary to perform the above duties.
  9. COMMITTEES.: The President with the approval of the Board of Directors shall appoint for terms of one year such committees as he shall deem necessary to carry out the work of the Association, including, but not limited to, the following: membership, air tour and activity, education, legislative, airport, safety, public relations and publicity. The membership and functions of all committees shall be determined by the Board of Directors. Each committee shall make an annual report to the Association at its annual meeting and such other reports to the Board of Directors as the Board of Directors from time to time may request.

ARTICLE IV � OFFICERS AND DUTIES

  1. OFFICERS: The officers of the Association shall consist of a President, 1st Vice President., 2nd Vice President, Secretary and Treasurer. No two offices can be held by one person except the office of Secretary and Treasurer.
  2. ELECTION: The said officers shall be elected by the Board of Directors at its annual meeting each year for terms of one year, beginning the following July 1. The President and 1st and 2nd Vice Presidents shall be elected from the members of the Board of Directors. The Secretary and Treasurer may or may not be members of the Board of Directors.
  3. PRESIDENT: The President shall preside at all meetings of the Association and of the Board of Directors. He shall administer and carry on the work of the Association under the direction of and subject to the approval of the Board of Directors. He shall report annually to the Board of Directors and to the Association on the work of the Association for the past year and submit his recommendations for future activities. In addition, he shall serve on the Board of Directors for a period of one year after the expiration of his term of office as President.
  4. THE VICE PRESIDENTS: The 1st Vice President�s responsibilities shall be membership, legislation, the annual meeting and as otherwise designated by the President. The 2nd Vice President�s duties shall pertain to air shows, fly-ins, dedications, proficiency events, and as otherwise designated by the President. In the event of an untimely vacancy, the ascension of subordinate officers shall be automatic and the Board shall appoint a member to fill the vacancy of 2nd Vice President.
  5. SECRETARY: The Secretary shall keep accurate and complete minutes of all meetings of the Association and of the Board of Directors. He shall keep and maintain all records of the Association, shall issue all notices and announcements, and maintain an accurate roll of membership of the Association. He shall retain custody of the seal of the Association.
  6. TREASURER: The Treasurer shall have custody of all of the funds of the Association, shall collect the monies of the Association, shall keep accurate books of account thereof and report to the Board and the Association at each meeting thereof as to the financial condition of the Association. He shall pay out of the funds of the Association according to the budget or upon order of the Board of Directors. The Treasurer shall submit a proposed budget for the ensuing year at the July board meeting for the Board�s approval. He shall provide such bond, at the cost of the Association, as may he required by the Board.
  7. OTHER PERSONNEL: The Board of Directors may appoint from time to time such other officers, agents or employees of the Association as shall be deemed necessary and the Board shall set out the scope and authority of said persons.
  8. EXECUTIVE SECRETARY: The Board of Directors may, from time to time, appoint for such term as they determine, an Executive Secretary and may fix his compensation for serving as such.

ARTICLE V � SEAL

The seal of the Association shall consist of an emblem as selected by the Board of Directors and a copy of said seal shall be displayed in the minutes of the Board of Directors.

ARTICLE VI � FISCAL YEAR

The fiscal year of the Association shall begin an July 1st and end on June 30th of the ensuing year.

ARTICLE VII � PUBLICATIONS

The official organ of the Association shall be a publication to be titled "IPA NEWS" which shall be distributed to the membership with regularity. The Board of Directors shall select a person to serve as editor.

ARTICLE VIII � LOCAL CHAPTERS

  1. Any group of at least ten members in good standing of the Association may, if approved by action of the Board of Directors, form a Charter of the Association, having first have made application as such as is provided by policy of the Board of Directors. Any such Chapter shall have objectives, governance and activities which are compatible with the constitution and by-laws of the Association.
  2. Each member of the Association shall be considered to be a member of the Chapter situated in that geographical section of the Association in which the member resides unless otherwise specified by the member in writing to the Secretary. In the event that more than one Chapter is situated within a particular geographical section, each member of that section shall designate upon admission to membership in the Association the Chapter to which the member wishes to be affiliated. A member may at any time after admission to membership in the Association change his Chapter affiliation by notification in writing to the Secretary. The Treasurer of the Association shal1 rebate to each Chapter such portion of each member�s annual dues as is directed by action of the Board of Directors. In the event a member has failed to designate a Charter affiliation, the Chapter dues for such member will be divided equally between all Chapters situated in that section in which same member resides. The Treasurer shall make payments of the rebate to the designated Chapter on a quarterly basis.

ARTICLE IX � AMENDMENTS

These by-laws may be amended by a majority vote of all active members of the Association present and voting at any annual meeting of the Association, or any special meeting called for that purpose. Thirty days notice setting forth the purpose and language of the proposed amendment shall be given to all members in good standing.