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POPULAR ROTORCRAFT ASSOCIATION, INC.

BY-LAWS

 

(Originated in 1963, updated by order of the Board and Life Membership vote in July, 176, 1982, 1992, 1995, 2000, 2006, 2007,2009 and again in 2011)


ARTICLE I - NAME

The name of this Corporation shall be the "Popular Rotorcraft Association, Inc.", an Indiana nonprofit corporation.

ARTICLE 11 - LOCATION

The office for transaction of business for the Popular Rotorcraft Association, Inc shall be 12296 W 600 S, Mentone, Indiana.

ARTICLE III - PURPOSE

The purposes for which this Corporation is formed are:
(a) To encourage, aid and engage in scientific research for the improvement and better understanding of the art of flying by an individual and the science of vertical lift aeronautics.
(b) To foster, promote, and popularize education in rotorcraft among its members and the general public.
(c) To establish and maintain a rotorcraft museum and air education center to contain exhibits of historical and scientific interest.

ARTICLE IV - MEMBERSHIP

Section I - Eligibility for Membership
(a) Eligibility for membership is open to any person of good moral character subject to approval by the Board of Directors.
(b) An Honorary Member shall be any person nominated by the membership and approved by the Board of Directors as such a member.

Section 2 - Classification of Membership
(a) There shall be four classes of memberships: (1) Regular Members (2) Life Members (3) Honorary Members (4) Family Members.
(b) Regular members pay annual dues as set by the board of Directors in accordance with Article V.
(c) Life members pay a one time fee equivalent to fifteen years of Regular member dues.– As of June 30, 2006 Popular Rotorcraft Association, Inc. will no longer make available purchase of Life Membership. All existing Life members shall retain all rights and privileges of Life Membership.
(d) All Life and Regular Members shall have voting rights.
(e) Family members may be added by Regular or Life Members. An additional fee shall be set for each family member. Family members do not receive the magazine. Family members 18 years and older shall have voting rights.
(f) Honorary members shall not be entitled to vote nor shall they hold office in this corporation.

Section 3 - Duration of Membership
(a) Duration of Regular and Family Members is for a twelve month period following payment of dues.
(b)Duration of Honorary Membership shall be for one year following such nomination by members and approved by the Board of Directors as stated in Section 1, paragraph (b) of this Article.
Renewal of an honorary membership may be made in accordance with Section (1) Paragraph (b) of this Article.
(c) Duration of a Life Membership is continuous for the life of the member as long as this Corporation exists.

Section 4 - Expulsion of Members
(a) Any member deemed undesirable by acts or deeds that tend to jeopardize the corporation may be expelled from membership at any regular meeting of the Board of Directors by a minimum of two thirds vote by the members present at such meeting.

ARTICLE V – DUES

Section 1 - Rate of Assessment
(a) Rate of assessment of dues will be determined by financial obligations and approved by the Board of Directors.
Section 2 - Collection of Dues
(a) Payment of dues shall be made to the National Treasurer or the headquarters of the Corporation with a report to the National Treasurer, as the case may be.

ARTICLE VI - OFFICERS

Section 1 - Executive office
(a) The Executive office of the corporation shall have a President, Executive Vice President, Secretary, Treasurer or Secretary-Treasurer.
(b) The President, Executive Vice President, Secretary and Treasurer, or Secretary-Treasurer, shall be elected by the Board of Directors at the annual meeting of the Board of Directors and shall hold office one year, as stated in Article 7(b), until their successors are elected and qualified.

Section 2 – President
(a) The President shall be the Chief Executive officer of the Corporation and of the Board of Directors. He may call any special meetings of the members of the Board of Directors and shall have, subject to the advice and control of the Directors, general charge of the business of the corporation. He shall execute with the Secretary or Secretary-Treasurer all contracts and instruments which have first been approved by the Board of Directors.

Section 3 -- Executive Vice President
(a) The Executive Vice President shall be vested with all the powers and perform the duties of the President in case of the absence or disability of the President.
(b) The Executive Vice President shall also perform such duties connected with the operation of the Corporation as he may undertake at the suggestion of the President.

Section 4 - Secretary-Treasurer
(a) The Secretary, or the Secretary-Treasurer, shall keep the minutes of all proceedings of the Members and the Board of Directors in books provided for that purpose. He shall attend to the giving and serving of notices of all meetings of the Members and of the Board of Directors and otherwise. He shall keep a proper Membership Book by By-Laws and such other books and papers as the Board of Directors may direct. He shall execute with the President, in the name of the Corporation, all contracts and instruments that have been first approved by the Board of Directors
(b) The Treasurer, or the Secretary-Treasurer, and the President shall execute, in the name of the Corporation, all checks for the expenditures authorized by the Board of Directors. He shall receive and deposit all funds of the Corporation in the bank selected by the Board of Directors which funds shall be paid out only by check as herein provided. He shall also account for all receipts, disbursements, and balance on hand.
(c) The Secretary and the Treasurer, or the Secretary-Treasurer shall perform such duties connected with the operation of the Corporation as directed by the President.
(d) The Secretary and the Treasurer, or the Secretary-Treasurer shall perform such duties incident to said office subject to the control of the Board of Directors.

ARTICLE VII - BOARD OF DIRECTORS

(a) The powers, business and property of the Corporation shall be exercised, conducted and controlled by a Board of Directors existing of not less than five nor more than eleven members.
(b) Directors shall be divided into three classes each of which serves a three-year term.
(c) Results of the election for the expiring class of Director Positions (conducted in accordance with Article X) shall be announced by the presiding officer at the Annual meeting of all Life members during the International Convention.
(d) The Directors shall elect the officers who serve a one-year term.
(e) Office of the President.
This person must have had three years experience on the Board before being eligible for election to this office. This requirement may be waived by the Board of Directors.
(f) In case of a vacancy to the Board, the remaining Directors shall fill such vacancy by appointment by a majority vote of the remaining BOD members.
(g) Regular meetings of the Board of Directors shall be called at any one time and place determined by the President.
(h) Special meetings of the Board of Directors shall be called at any time on the order of the President or on the order of three Directors.
(1) The President is the contact officer when a Special Meeting is ordered by the Directors.
(2) Notice of Special Meetings of the Board of Directors stating time and in general terms, the purpose, shall be mailed, emailed, posted on the Board of Directors private forum or personally given to Directors not later than twenty-one days before the day appointed for the meeting by the President. If all Directors shall be present at any meeting, any business may be transacted without previous notice.
(3) PRA board members will also conduct business on a private Board of Directors internet forum. Each board member is required to check in on this forum during the first week of each month which counts as attendance of a regular meeting covered by part (m).
(4) Only Board Of Directors shall have access to this internet forum.
(i) A majority of Directors shall constitute a quorum on the board at all meetings and the affirmative vote of a majority shall be necessary to pass any resolution or authorize any act of the corporation.
(j) Each member of the Board of Directors shall serve as such Director without compensation.
(k) The board of Directors shall cause to be kept a complete record of all its acts and proceedings of its meetings.
(l) The Board of Directors shall have the power and authority to promulgate and enforce all rules
and regulations pertaining to the use and operation of Corporation property and to do and perform, or cause to be done and performed, any and every act, which the Corporation may lawfully do and perform.
(m) To remain eligible to serve on the Board of Directors, each member thereof must attend 50% of the regular meetings of the Directors during each calendar year.
(n) Retiring Directors who were performing duties that are ongoing must attend the last Annual Board Meeting to ensure that the task is completed or passed on, with all pertinent information, to his successor.
(o) Directors will not intentionally disclose or report any information in such as manor that it appears to be an official announcement, information, disclosure or report of any kind unless given prior approval by a passing vote of the Board of Directors or by the Board of Directors President or an Officer appointed for such purposes. Directors must clearly state any announcement, information, disclosure or report not approved as stated in this section as "opinion". Failure to comply with this article enables the Board of Directors to remove this Director with ethics proceedings Article VII part (p).
(p) Each member of the board of directors will abide in all respects by the PRA Board of Directors Code of Ethics (created and approved by the Board of Directors) and all other rules and regulations of the association (including but not limited to the association's articles of incorporation and bylaws) and will ensure that their membership in the association remains in good standing at all times. Furthermore, each member of the board of directors will at all times obey all applicable federal, state and local laws and regulations and will provide or cause to provide the full cooperation of the association when requested to do so by those institutions and their persons set in authority as are required to uphold the law. Failure to abide by the PRA Board of Directors Code of Ethics after at least one ethics violation warning may result in dismissal from the Board of Directors with no eligibility for return, upon a two thirds vote from Board of Directors.

ARTICLE VIII PRA ADVISORY COUNCIL

(a) The PRA Advisory Council (PAC) is a special group of the PRAs most active and trusted members that serve the purpose of ( but are not limited to);
Advising the PRA Board of Directors on issues facing the PRA and the sport and industry of personal rotorcraft;
Assisting with PRA Convention and event planning as well as execution;
Fostering good participation and volunteerism in PRA members;
Growing the PRA through example and evangelism;
Providing support and sharing knowledge with PRA builders and pilots, especially those new to the sport.
(b) The PRA members group previously known as Life Members are now known as the PRA Advisory Council (PAC).
(c) PRA Advisory Council members that were part of the previous Life Members group are not required to pay PRA membership dues to maintain status as a PRA member in good standing, although doing so will be greatly appreciated. Previous Life Members are required to keep their contact and membership information current by contacting the PRA office or by updating their account information in the PRA Members Only web page, to which they will have free access. Previous Life Members receive digital versions of PRA membership publications at no cost, but may be asked to pay for postage and or printing costs of nondigital documents at the discretion of the PRA Board of Directors.
(d) Members of the PRA Advisory Council that were not previously PRA Life Members are required to maintain a current paid PRA regular membership.
(e) The PRA Advisory Council (PAC) is responsible for election of its members, officers and related positions and management, however the PRA Board of Directors may also grant membership into the PAC to deserving members of the PRA membership that have demonstrated outstanding contributions to the personal rotorcraft or PRA communities.
(f) The PRA Advisory Council (PAC) has the special right to send a representative to each of the regularly scheduled PRA Board of Directors meetings at the PRA National Convention to bring up to 1 issue before the PRA Board of Directors to be voted on by the board or to make a statement of reasonable duration in person or writing at the beginning of the meeting. PAC members are not PRA Board of Directors members so they will not be able to attend the full meeting.
(g) The PRA Advisory Council (PAC) has the special right to host a members meeting at the PRA National Convention using appropriate available convention facilities so long as PAC leadership notifies the PRA Office at least 6 weeks in advance of the meeting.
(h) The PRA Advisory Council (PAC) has the special right to vote on Board of Director Candidates that have tied in a Directors regular election in order to break the tie.
(i) The PRA Advisory Council (PAC) members have the special right to nominate a candidate to run for the PRA Board of Directors with only 2 sponsors.

ARTICLE IX –VACANCIES

If the office of President, Executive Vice-President, Secretary, Treasurer, or Secretary-Treasurer becomes vacant for any reason, the Board of Directors shall elect a successor who shall hold office for the remaining term.

Article X - BOARD OF DIRECTORS ELECTION

Section 1 – Nomination Committee
(a) The Nomination Committee shall be appointed by the president.
(b) Nomination Committee Responsibilities include:
(1) Collects Nominations.
(2) Verifies Nominees eligibility and willingness to serve.
(3) Submits to the Editor of the Corporate Organ the official ballot in accordance with
Section 5 of this Article.
(4) Collects, tabulates and validates ballots.
(5) Report results during the General Membership Meeting at the National Convention.
(6) Any other duties directed by the President.

Section 2 - Nominations
(a) Nominations for Board of Directors Candidates from PRA Members may be collected after the PRA Convention and then throughout the year up to 90 days before the next PRA Convention.
Nominations shall be limited to a multiple of three times the number of Board seats that will be open.
(1) Nominations for Board of Directors Candidates must be in writing and include:
(a) Signatures from Three current PRA members that have memberships in good standing for no less than 2 years or
(b) Signatures from two PRA Advisory Council members.
(2) A PRA Member may sponsor up to two nominees.
(b) Nominations shall be delivered to the Nomination Committee.
(c) In the case of excess nominations, above the limit described in Section 2(a) of this Article, the Nomination Committee shall select by order of date received, quantity of nominations, tenure, and the region represented, those that shall appear on the ballot.
(d) Nominees shall be listed in the issue of the official organ no less than two full months before the Annual Convention. Nominees must submit a bio to the official organ describing their credentials and reason(s) for accepting the nomination.
(e) Incumbent Board Members, shown willing to serve another term, are automatically nominated to the ballot.

Section 3 – Election
(a) The Election Report shall be conducted during the Annual Convention. Elected nominees must be present during the Annual Convention to accept appointment to the Board.
(b) Ties shall be broken by another ballot taken between PRA Advisory Council members present at the Annual Convention at a meeting called for this purpose.
(c) A vote shall be taken by ballots as described in Section 4 of this Article, and received postmarked/electronically received no later than three weeks prior to the Annual Convention, in the year of the election.
(f) Director positions shall be filled by nominees receiving the majority of votes. Any ties shall be broken in accordance with Section 3(b) of this Article.
(g) Ballots shall remain on file for 90 days after the Annual Convention.
(h) A re-count may be ordered by the President, or by any three Directors.
(1) Recount will be conducted by a committee of at least three members appointed by the President and the results shall be final.
(2) Recount must be ordered before the Annual Board Meeting begins.
(i) Newly elected Board Members shall take their positions at the following Annual Board Meeting.

Section 4 – Ballots
(a) Ballots shall consist of:
(1) Signature line and PRA number line for Voting Member.
(2) Complete listing of incumbents and nominees not to exceed three total nominees for each Class term to be filled. One blank space shall be provided for "write-in" nominees.
(3) Instructions for voting, and shall also include a statement of the requirement for date received postmarked/electronically received by.

ARTICLE XI – DISSOLUTION

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local Government for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the organization is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.

 

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