Adopted Sept 19, 2013
The following Bylaws have been enacted to establish principles of conduct consistent with the rights of the Steamboat Springs Soaring Association and its members. All statutes, regulations or amendments contained herein shall be considered legal and binding.
Article I— Terms within these Bylaws
1.1 The term “Section 501c3” shall refer to Section 501(c)(3) of the US Internal Revenue Code or the corresponding provisions of any future United States Internal Revenue law.
1.2 The term “Board” shall refer to the Board of Directors, as described in Article VII.
1.3 The term “motorless flight” shall refer to the operation of manned, heavier-than-air, fixed-wing aircraft that during some part of a flight intentionally operates without an engine (including gliding and soaring flight), and to other aviation operations in support of the same.
1.4 The term “FARs” shall refer to US Federal Aviation Regulations as published by the Federal Aviation Administration.
1.5 When dollar amounts are mentioned in these Bylaws, they shall exclusively refer to US Dollars.
Article II—Name and Principle Office
2.1 The name of this Corporation shall be the Steamboat Springs Soaring Association, hereinafter called “Association”.
2.2 The headquarters and principle office of the Association shall be in Routt County in the State of Colorado, at the residence of the then-existing Secretary of the Association. Its mailing address at the time of the drafting of the bylaws is: Steamboat Springs Soaring Association, P.O. Box 881342, Steamboat Springs, CO 80488
3.1 To advance the science and art of motorless flight as a non-profit organization.
3.2 To study and research the scientific techniques of soaring in the meteorological conditions of this area and to make these findings available to the public.
3.3 To provide educational programs, training materials, a library, and flying equipment and facilities.
3.4 To promote and educate students, pilots, youth organizations and the general public for charitable purposes within the meaning of Section 501c3.
3.5 To provide and make available to the members of the Association on a non-profit basis flying facilities and equipment for motorless flight.
3.6 To encourage, promote and provide for the training of members of this Association in the knowledge, skills and practices of motorless flight.
3.7 Notwithstanding other provisions of these Bylaws, the purposes for which the corporation is organized are exclusively charitable, scientific, literary, and educational within Section 501c3.
3.8 Notwithstanding other provisions of these Bylaws, this Association shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501c3.
4.1 This Association shall be affiliated with the Soaring Society of America, Inc. (SSA), as a Chapter and all Members shall become Members of the said Society.
5.1 Membership in the Association shall consist of classes as determined by the Board of Directors. Membership shall be available to applicants without preference, limitation or discrimination based on race, color, religion, sex, handicap, or national origin.
5.2 Any person who professes an interest in Steamboat Springs Soaring Association may apply for membership by the submission of a membership application and payment of the then applicable initial membership fee.
5.2.1 The initial membership fee is non-refundable unless membership is denied by the Board of Directors.
5.2.2 Determination of the suitability for membership is determined by the Board of Directors.
5.2.3 New members of any class may be admitted upon the affirmative vote of seventy five (75%) percent of the Board of Directors.
5.3 All members must sign a Release of Liability for any claims against the Association. A member who is a minor must have the written consent of one parent or guardian to be accepted for any class of membership in the Association and the minor and the parent or guardian must sign a Release of Liability for any claims against the Association.
5.4 The Association requires all classes of member to maintain membership in the Soaring Society of America. Failure to do so will be cause for suspension.
5.5 Resignation of Membership shall be accomplished only by delivery of a written statement of resignation to the Secretary or President.
5.2.1 Upon resignation, a Member shall no longer be liable for additional expenses or assessments made by the Association, except for those expenses, assessments, or personal obligations incurred prior to resignation.
6.1 An Annual Meeting of the membership shall be held once a year at time to be determined by the Board.
6.1.1 Annual Meetings are for the purpose of receiving reports from the Officers and committees, for the election of Officers and Directors, and for any such other business, which may properly be presented at such meeting.
6.1.2 Notice of Annual Meetings shall be sent to all members by first class or e-mail not less than 10 days prior to the meeting.
6.2 Special meetings may be called at the discretion of the President, a majority of the Directors, or by written petition of at least one-fourth (1/4) of the members.
6.2.1 It shall be the duty of the Secretary to call such meetings within (10) days after such demand.
6.2.2 No business other than that specified in the notice of the meeting will be transacted at any special meeting of the Association.
6.2.3 If all members, in good standing, are present at any special meeting, any business may be transacted without previous notice.
6.3 The presence in person or by written proxy of thirty percent (30%) of the Association members is necessary to constitute a quorum at each Annual or special meeting.
6.3.1 In the event that a quorum is not present at any meeting, the members present may adjourn the meeting to a later date not less than seven (7) days hence and give notice thereof to all members.
6.3.2 In the event that a quorum is not present at the subsequent meeting, the members present at the second subsequent meeting shall constitute a quorum for the transaction of Association business.
6.4.1 Each Member in good standing is entitled to one vote.
6.4.2 Each such member in good standing may designate, in writing to the Secretary, any other Member as his/her proxy. Such proxy shall be signed and dated and shall specify the meeting for which the designation is applicable.
126.96.36.199 No proxy shall be valid for more than the designated meeting.
188.8.131.52 A member may accumulate and vote no more than two (2) proxies at any one meeting.
6.4.3 A majority vote of the members present or by proxy is controlling unless otherwise specified in these bylaws.
Article VII—Board of Directors
7.1 The Board of Directors shall be composed of the elected officers of the Association and two (2) members elected at large.
7.1.1 The Board of Directors shall be elected by the members of the Association at the Annual Meeting.
7.1.2 Directors shall hold office for two (2) years or until their successor are elected and qualified.
184.108.40.206 If a vacancy should occur on the Board of Directors, a new director must be appointed for the un-expired term within sixty (60) days.
220.127.116.11 Any member of the Association in good standing may be eligible for such appointment by the remaining Board of Directors
7.2 Duties and Powers
7.2.1 The Board of Directors shall be the governing body of the Association for the direction of its programs and committees and for the transaction of official business
7.2.1 The Board of Directors shall have such powers as are specifically provided by these bylaws. Additional powers not in violation of these bylaws may be further delegated to them by vote of the Membership.
7.2.3 All business of the Association shall be transacted by the Board of Directors, except that the following actions are reserved to Association voting members: election of the Board of Directors, the acceptance of the annual reports of the Board, acceptance of assessments, and the amendment of these bylaws.
7.3 Regular meetings of the Board of Directors shall be called at a time and place to be determined by the President.
7.3.1 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 (3) Directors.
7.3.2 Notice of special meetings of the Board of Directors, stating the time and in general terms the purpose shall be e-mailed or personally communicated to each Director no later than the day preceding the day appointed for the meeting.
7.3.3 If all Directors shall be present at any meetings, any business may be transacted without previous notice.
7.3.4 Three (3) Directors shall constitute a quorum of the Board at all meetings and the affirmative vote of at least two (2) Directors shall be necessary to pass any resolution or authorize any act of the organization.
7.4 Standing Rules of the Board of Directors
7.4.1 Each member of the Board of Directors shall serve without compensation or reward, except as otherwise provided in these Bylaws.
7.4.2 No officer or any member of the Board of Directors shall be interested either directly or indirectly in any contract relating to the operations conducted by the Association.
7.4.3 The Board of Directors shall keep a complete record of all of its acts and proceedings of its meetings, showing in detail the condition of the affairs of the Corporation.
8.1 The officers of the Association shall be the President, Vice-President, Secretary and Treasurer
8.2 The officers shall be elected by the voting membership at the first annual meeting after prior term expiration.
8.2.1 Officers elected shall take office immediately upon election.
8.3 Officers shall hold office for two (2) years or until their successors are elected and qualified.
9.1 The President is the Chief Executive Officer of the Association and shall serve as Chairman of the Board of Directors.
9.2 The President shall preside at all membership meetings and all meetings of the Board of Directors.
9.3 The President shall appoint all committees with the approval of the Board of Directors. The President shall be an ex officio member of all committees.
9.4 The President shall sign and execute all contracts when so authorized by the Board of Directors. The President shall also have general supervision over the management of all affairs of the Association.
9.5 In the absence or disability of the Treasurer, the President shall execute, in the name of the Association, checks for expenditures authorized by the Board of Directors.
10.1 The Vice-President shall be vested with all of the powers and shall perform the duties of the President in the case of the absence or disability of the President.
10.2 The Vice-President also shall perform such duties as may from time to time be delegated by the President.
10.3 The Vice President shall act as principal liaison between the Association and the Soaring Society of America.
11.1 The Secretary shall perform all duties incident to the office of the Secretary, subject to the control of the Board of Directors including: keeping the minutes of all proceedings of the members and of the Board of Directors.
The Secretary shall give notice of all meetings of the membership or of the Board of Directors.
11.2 The Secretary shall keep a proper membership roster showing the name of each member of the Association, the Bylaws, and other such books, records and papers as the Board of Directors may direct.
12.1 The Treasurer shall perform all duties incident to the Office of the Treasurer, subject to the control of the Board of Directors including: execute in the name of the organization all checks or debit transactions for expenditures authorized by the Board of Directors.
12.2 The Treasurer shall receive and deposit all funds of the organization in the bank selected by the Board of Directors. She/he shall account for all receipts, disbursements and balance on hand.
12.3 The Treasurer shall be responsible to maintain all records pertaining to the Association’s finances.
12.4 The Treasurer, together with the President, shall prepare the annual budget and submit it to the membership for their approval at the Annual Meeting of the Association.
12.5 The Treasurer shall prepare and send timely invoices to all members as directed by the Board of Directors for dues, tow fees and other assessments.
Article XIII—Indemnification of Directors and Officers
13.1 In order for the Steamboat Springs Soaring Association to function as a Corporation in Colorado, it is necessary to have officers and directors. These officers and directors are elected and appointed as provided herein. Association officers and directors perform their jobs and functions without assuming any liability for any accident or injury that may result from the use of Association resources and equipment or by actions or inactions of any Association member. Said officers and directors should not assume any personal liabilities for any suits, court actions, debts, or any other financial obligation arising out of the operation of the Steamboat Springs Soaring Association and the use of Steamboat Springs Soaring Association equipment.
13.2 Each person who is or has been an officer and director of this Association, shall be indemnified by the Association against expenses, including attorney fees necessarily incurred in connection with the defense or settlement of any action, suit, or proceeding to which he is a party, alone or together with others, by reason of his being or having been a director or officer of this Association.
13.3 Each person who is or has been an officer or director of this Association shall be reimbursed by the Association for any amounts paid in satisfaction of any judgement or settlement in connection with any such action, suit, or proceedings
13.4 The foregoing right of indemnification shall be in addition to any other rights to which any such person may be entitled as a matter of law.
Article XV—Suspension, Expulsion and Removal
15.1 A member may be removed from membership or office, suspended for a period, or expelled for cause, such as violation of these bylaws, flight regulations, or other rules of the Association or for conduct prejudicial to the best interest of the Association.
15.1.1 Such removal, suspension or expulsion shall require a two-thirds (2/3) vote of the Board of Directors at a special meeting of the Board of Directors.
15.1.2 Notice of a special meeting regarding the suspension, expulsion or removal from office must include a statement of the charges and the member shall have the opportunity to present a defense at the said meeting.
15.2 Flying privileges of a member may be temporarily suspended by the agreement of any two (2) of the Association officers. Such suspension will remain in effect until the special meeting of the Board of Directors as called for in Section 15.1 above.
15.2.1 Suspension of flying privileges can be enacted only out of concern for the safety of members or the safety of Association equipment.
16.1 The Board of Directors shall establish a schedule of fees that shall be sufficient to pay the Association expenses and to maintain the value of the Association assets.
16.1.1 This schedule of fees shall be submitted to the Membership for its approval at the Annual Meeting and shall be subject to change by a majority vote of the Members at any meeting.
16.2 Any member who fails to pay his dues or any sum owed to the organization within sixty (60) days after said sum is due may be considered delinquent and may be suspended from the operation of all Association equipment. When a delinquent member fails to pay his dues or to pay any sum owed to the Association or to make appropriate arrangements with the Board of Directors for payment thereof within ninety (90) days after the due date, the member shall be considered as indicating his intention to withdraw from the organization.
16.3 The fiscal year shall be from 1 January to 31 December.
16.4 Annually, between the end of the fiscal year and prior to the Annual Meeting, the books and accounts shall be audited by a special auditing committee of two (2) members appointed by the President with the advice and consent of the Directors.
16.4.1 The Board of Directors, by a majority vote, may cause an independent audit to be made by an outside auditing firm at any time when in their judgement it is deemed advisable.
16.5 Any net savings or surplus remaining after all operating costs and other expenses have been paid shall remain in the Association’s treasury for the purchase of new equipment, for maintenance of existing equipment or for contingencies. Such surplus in any event shall not be distributed in any way to the Members for their individual use.
16.6 The Corporation will carry, at the direction of the Board of Directors, adequate hull insurance on all Association aircraft against ground and flight damage and will carry adequate liability insurance to protect the Association and its members against suit by third parties or another member of the Association.
16.7 Each and every operation of any aircraft owned or operated by the Association shall be conducted at the risk of the member under whose jurisdiction the aircraft is assigned, insofar as responsibility for damage resulting from operation of said aircraft is concerned, provided that in any one accident, loss or destruction to such aircraft, the member operating the aircraft will be assessed for the uninsured non-reimbursable cost of the accident as determined by a duly appointed accident investigation committee.
16.8 The Association’s financial transactions shall be authorized in the following manner:
Under $500 – By any Officer
Over $500 – By the Board of Directors
Purchase or sale of assets
Under $500 – By any Officer
Over $500 – By the Board of Directors
Additions to long-term debt
Any amount – By the Membership
17.1 Amendments to these Bylaws may be made by a two-thirds (2/3) vote of members at a regular or special meeting, provided notice of said meeting is made in accordance with these Bylaws, and includes the substance of the proposed amendment(s).
17.2 An affirmative vote of at least two thirds (2/3) or the membership is required for an amendment to become effective.
18.1 The Association may be dissolved only by the affirmative vote of two-thirds (2/3) of all Members.
18.2 Funds or assets of any type belonging to the Association at the time of dissolution shall, after all obligations of the Association have been paid, shall be given to a worthy, non-profit organization which qualifies as an exempt organization under the provisions of Section 501(c)(3) of the Internal Revenue Code.