Bylaws OF CENTRAL OHIO FLYERS ASSOCIATION [COFA INC] (Revised Feb 2018)
ARTICLE I - PURPOSE
The purpose of this corporation (hereinafter called the "Club") shall be to provide aircraft for the non-commercial enjoyment of club members, and to perform any and all acts which are lawful under the laws of the State of Ohio.
ARTICLE II - MEMBERSHIP
A. Qualification, Eligibility, and Initial Investment for Membership Applicants for membership must be of good moral character, responsible, and financially able to meet their obligations to the Club. They must possess or have the ability to procure all licenses, certificates or permits required by any Governmental agency for the operation of aircraft. Applicants must complete an application and submit an Initial Investment plus a Processing Fee as set forth in Appendix A. Acceptance of membership shall be obtained only through the approval of the majority of the Board of Trustees. Should acceptance be denied, all monies, except the processing fee, shall be returned.
B. Ownership of Assets
B1. Member Share. Each member shall be deemed to own an equal share of the Equity ( assets minus liabilities ) of the Club.
B2. Dissolution Valuation. In the event of the dissolution of COFA inc., the trustees are empowered to dispose of all assets, liquidate all COFA inc. debt, return current members initial investment as well as any of their subsequent investment in the form of monthly assessments. The trustees will then distribute any remaining funds equally to all eligible active members, inactive members and suspended members.
B3. Member Equity Value. The Member Equity Value is calculated by taking the end of month Balance Sheet Equity (Total Assets minus Total Liabilities) divided by the total of the ACTIVE, INACTIVE, and SUSPENDED Members' shares.
C. Classes of Membership
C1. An ACTIVE MEMBER is one who is required to pay all dues, assessments, or other charges levied against such member on a monthly basis. Members of this class shall be entitled to operate all aircraft owned and/or leased by the Club provided such member is qualified to operate such aircraft and meets the minimum requirements as stipulated by the Club's insurance provider. A member must be an active member for 12 calendar months prior to COFA's dissolution in order to receive any asset distribution other than his/her initial investment. When an Active Member sponsors one or more Family Members, the sponsoring Active Member is entirely responsible for all the financial obligations due the Club by said Family Member(s).
C2. An INACTIVE MEMBER is an Active Member who has been put on inactive status. Requests for inactive status shall be made to the Club President or Treasurer, in writing or by E-mail. Inactive membership status shall become effective on the first day of the month following receipt of such a notification. An inactive member shall not be required to pay monthly dues. He/She shall pay any and all assessments that other members are required to pay. The assessments may be accumulated and paid at time of return to active member status. All inactive members will be billed in January for accumulated assessments. Should the total amount of the accumulated assessments equal the amount due if the member should resign, the inactive member will be considered as a resignee. An Inactive Member shall not have flying privileges, and normally will not be covered by any flight insurance policies of the Club. For an Active Member who requests inactive status, said member must remain on inactive status for a minimum period as set forth in Appendix A, unless otherwise permitted by the Board of Trustees.
C3. A FAMILY MEMBER is a spouse of an Active Member, or an immediate dependent of an Active Member under the age of twenty-four (24) living in the same household. Acceptance of a Family Member shall be obtained only through the approval of the majority of the Board of Trustees. Each family member shall remain a member of COFA only for so long as his or her sponsoring member remains an Active Member. Each Family Member shall be afforded the same insurance coverage as provided to their sponsoring Active Member. A Family Member is subject to the same rules and regulations as their sponsoring Active Member. Upon submitting the Family Member application, the sponsoring Active Member shall include an Initial Investment as set forth in Appendix A. In addition, each sponsoring Active Member shall pay a Yearly Fee, as set forth in Appendix A, for each Family Member they sponsor. As each Family Member is derivative of a sponsoring Active Member, they are not entitled to vote, not to be provided COFA notices in their own right, and they shall schedule their aircraft under their sponsoring Active Member. Family Members are not subject to any benefits or distribution upon dissolution, resignation or suspension of membership. The sponsoring Active Member is wholly responsible for any charges incurred by the Family Member.
C4. A SUSPENDED MEMBER is an Active Member or Family Member who has been temporarily denied, by action of the Board of Trustees, the privilege of flying or reserving any Club aircraft. During the period of such suspension, the member shall be responsible for the payment of any and all normal monthly charges. The period of suspension shall be limited to no more than sixty (60) days. At the end of sixty days the Board of Trustees shall be required to take further action or the member shall automatically regain Active Member status.
D. Authorized Number of Active Members The number of Active Members shall be limited to insure availability of aircraft. The maximum number shall be established by the Board of Trustees, as set forth in Appendix A.
E. Waiting Lists When the Authorized Number of Active Members has been reached, two Waiting Lists shall be established and maintained by the Treasurer..
E1. Inactive Member Waiting List: When an Inactive Member wishes to return to Active Member status, they must so indicate their desire, in writing or E-mail, to the Treasurer. Upon receipt of this written notice, the Treasure shall determine the date and time of receipt of the request, and thereby place the member's name, in the order received, on the Inactive Member Waiting List. This member may not be placed on the Inactive Member Waiting List if they are in a delinquent status on any monies owed the Club.
E2. Prospective Member Waiting List: For a prospective member to have their name placed on the Prospective Member Waiting List, they must complete an application as set forth in Appendix B, then submit that application to the Treasurer. The application must be accompanied with a non-refundable Processing Fee as set forth in Appendix A (Article II, Section A). Upon receipt of the application, the Treasurer shall determine the date and time of receipt of the application, and thereby place the prospective member's name on the Prospective Member Waiting List. Should the Prospective Member wish to withdraw their name from the Prospective Member Waiting List, they must so indicate, in writing or E-mail, to the Treasurer. Upon receipt of such a request, the Prospective Member's name will be removed.
E3. Waiting List Selection Process: When an opening for an Active Member becomes available, the Treasurer shall begin with the Inactive Member Waiting List, in the order of requests received. Should there be no member's name on the Inactive Member Waiting List, or should all member's on this list decline filling the vacancy, the Prospective Member Waiting List will then be consulted, beginning with names in the order received. Notification, either verbally or in writing, or E-Mail, shall be accomplished by either the President or Treasurer. If the prospective member declines to fill the vacancy, their name shall be placed on the bottom of the Prospective Member Waiting List, and the next prospective member will be notified. When a prospective member indicates that they wish to fill the vacancy, they will have up to seven (7) days of being so notified in which to get their Initial Investment (Article II, Section A) to the Treasurer. Should they fail to do so, their name will be placed at the bottom of the list, and the process will continue.
E4. Waiting list publication: At any time, any member of COFA shall be provided a copy of the current Waiting Lists upon request. F. Termination of Membership
F1. Voluntary Termination: Members may voluntary terminate membership by notifying the Club President or Treasurer in writing. Said termination shall become effective on the last day of the month in which the notice is received.
F2. Involuntary Termination: The Board of Trustees may terminate any membership by affirmative vote of not less than five Trustees. Such termination shall take effect immediately upon written notice to the member with an explanation of the basis for termination. The terminated member shall return aircraft keys and Club property forthwith. Trustees have sole discretion in determining the basis for termination. Reasons for termination may include, but are not limited to, the following: 1) repeated safety violations, 2) placing a Club aircraft in physical danger due to negligence, 3) causing damage to a club aircraft that is ruled by the proper governmental aviation authorities to be caused by pilot error, 4) allowing non members to act as Pilot in Command of Club aircraft (except for Certified Flight Instructors), 5) financial irresponsibility, defined as writing two or more checks in a calendar year that are returned for insufficient funds, 6) conviction on any criminal offense, 7)conviction for any DUI/DWI vehicular offense. Members may not be terminated without just cause nor may they be terminated for disagreeing with any decisions of Club officers.
F3. Notification of Termination: When a member is terminated for any reason, whether it be voluntary or involuntary, the general membership shall be informed of such termination by a notice on COFANET or other Club web site and through a notice in the next Club billing statement. This notice shall also include the revised number of Club members after the termination.
G. Notice of Member Address Change: Members shall notify the Treasurer of any address change. Until such notification is received, all notices mailed to members as required by these Regulations shall be considered as properly served if mailed to the same address as to which the member's monthly bill is sent.
H. Refund of Initial Investment to Terminated Members
H1. Dissatisfaction or Change-of-Mind Refund: Any new member, having changed their mind or having become dissatisfied, and resigning within a time period as set forth in Appendix A, shall be entitled to a refund as set forth in Appendix A, minus any unpaid obligations due the club.
H2. Probationary Period Refund: If, within the probationary time period as set forth in Appendix A, the Board of Trustees by a majority vote elects to terminate a member, that member shall receive a percentage, as set forth in Appendix A, of their Initial Investment, minus any unpaid obligations due the club.
H3. Hardship Refund: Any new member experiencing an unexpected event within a time period as set forth in Appendix A, that creates an extreme hardship in their remaining a member (e.g., unexpected job transfer, loss of airman medical certificate), will have a portion of their Initial Investment, minus any unpaid obligations due the club, refunded, as set forth in Appendix A, upon written resignation. The resigning member must show proof of the hardship immediately upon becoming aware that the hardship exist. The Board of Trustees shall, in their sole discretion, determine the validity of the timeliness and cause of resignation.
H4. Normal Refund: At the conclusion of a time period as set forth in Appendix A, following the termination date of a member, the Club shall, as determined by the Board of Trustees, refund to the terminated member that portion of their Initial Investment as set forth in Appendix A, minus any unpaid obligations due the club. The Board of Trustees shall have authority to pay the refund in installments, or delay the payment of the same for a reasonable period of time. Should a member be indebted or obligated to the Club at the time of termination of membership, the amount thereof shall be withheld by the Board of Trustees from the amount of the refund.
ARTICLE III - MEETINGS, ELECTIONS, CHANGES TO BylawS
A. Annual General Membership Meeting An annual meeting of Members for the nomination and election of Trustees shall be held during the month of November at the time and place specified in the notice of said meeting as hereinafter provided.
B. Notice of General Membership Meetings Written, E-Mail or verbal notice stating the time and place of the annual meeting or of a special meeting shall be given to every Member either by phone, personal delivery or by mail not less than three nor more than 30 days before the date of the meeting. If mailed, said notice shall be addressed to the member at the same address to which their monthly bill is sent.
C. Calling of Special General Membership Meetings Meetings of members may be called by any of the following: (1) The President, or in case of the President's absence, death, or disability, the Vice President. (2) The Trustees by action at a meeting, or a majority of the Trustees acting without a meeting. (3) Twenty-five percent of the Members.
D. Quorum-Voting at General Membership Meetings. The Members at a meeting shall constitute a quorum for such meeting but no action required by these regulations to be taken by a specified number of members may be taken by a lesser proportion or number. The affirmative vote of the majority of the Members at a meeting shall be sufficient for the authorization or taking of any action. Each Member is entitled to one vote.
E. Voting via Proxy at General Membership Meetings. There shall be no voting by proxy. Voting shall be accomplished by members in writing or in person. Each member is allowed one vote. Absentee voting shall be done in writing.
F. Trustee Meetings. The Trustees shall meet during the month of January in each year for the purposes of... 1. Completely reviewing all the variables in Appendix A and making any necessary changes. 2. Selecting/appointing Officers of the Club. 3. Determining short-range and long-range goals for the Club, and publishing such in Appendix A. Special meetings of the trustees may be called by the President, Vice President, or any two (2) Trustees. A majority of the whole authorized number of Trustees is necessary to constitute a quorum except that a majority of the Trustees in office constitute a quorum for filling a vacancy in the Board. An affirmative vote by a majority of the Trustees present at a meeting at which a quorum is present shall be sufficient to take action.
G. Action Without Meeting Any action which may be taken at a meeting of the Trustees, may be taken without a meeting, upon the unanimous vote of a majority of the trustees. Said vote may be taken by phone, electronic mail, or other manner of communication, and entered into the records of the Club and published on COFANET or other Club website within one week of the action.
H. Amendment of Bylaws These Bylaws may be repealed or amended only by a two-thirds majority vote of the Members. Such action shall be taken at a General Membership Meeting. Any MEMBER may propose amendments. Proposed amendments are to be submitted, in writing, to any Trustee to be read into the minutes of the next Trustee Meeting or General Membership meeting. Proposed amendments must be read into the minutes of two consective meetings (Trustee or General Membership), at least two weeks apart, the last meeting at least three weeks prior to a General Membership meeting at which the amendment will be voted on.
I. Amendment of Appendices All Appendices to these Bylaws shall be reviewed and, if necessary, amended by the Board of Trustees annually during the Board of Trustees meeting held in January of each year, and at other times as deemed necessary. Appendix A shall contain a listing of all values, numbers, and/or amounts as specifically referred to within these Regulations by the phrase "...as set forth in Appendix A." Changes to Appendix A shall be voted upon by the Board of Trustees, with a majority vote required for the change(s) to take place. Whenever any change is made to Appendix A, an updated copy of the entire Appendix A, with the effective, as well as the date of the superseded Appendix A, shall be available to all the members, with the change highlighted. Whether or not any changes are made to Appendix A during the required review at the January Board of Trustees meeting, a copy of Appendix A shall be available to all the members.
J. Minutes: Minutes of all Trustee Meetings or General Membership Meetings shall be published on COFANET or other Club Web site within one week of the meeting.
ARTICLE IV - TRUSTEES
A. Number and Election All corporate powers, except those Actions Reserved for the General Membership, in Article IX, shall be exercised by or under authority of, and the business and affairs of the Club shall be vested in a Board of seven (7) Trustees, three of whom shall be the President, Vice-President, and the Past-President. The president and Vice President will be elected at a general membership meeting held in November of each year. They will serve in their elected position for one (1) year beginning on January 1st of year following their successful election to office. Following the president's year of service, he/she will serve as Past President for one year. There are to be four (4) other elected trustees who will each serve a two (2) year term. Two trustees will be elected at the Nov. general membership meeting. Nominations for any of the elected positions may be made at, or before, the general membership meeting in November. Nominations made prior to the general membership must be in writing and sent to the attention of the current president.
B. Vacancies The office of Trustee shall become vacant upon the Trustee's death, incapacity, expulsion, resignation, or upon acceptance of the Trustee's request for "Inactive Member" status. A resignation shall take effect immediately or at such other time thereafter as the Trustee may specify. Any Trustee may be removed from office by a "no confidence" vote of a two-thirds majority vote of Members. An affirmative "no confidence" vote shall require an immediate nomination and vote by the membership to elect a new trustee to fill the vacated position for the unexpired term.
C. Filling Vacancies The remaining Trustees, although less than a majority of the whole authorized number of Trustees, may, by the vote of a majority of their number, fill any vacancy in the Board for the unexpired term.
D. Compensation of Trustees The Trustees shall serve, as trustees, without compensation.
ARTICLE V - OFFICERS
A. Club Officers The Officers of this Club shall be the President, Vice President, Secretary, Treasurer, Chief Financial Officer, Chief Maintenance Officer, and Safety Officer The Trustees may appoint committees or individuals as necessary for Club operations. Such appointees may be asked to assist in scheduling, recruiting, program development, Web site updating, newsletter editing, or assist as airplane captains, etc. All appointees will be listed in Appendix A.
B. Selection of Officers The Secretary, Treasurer, Chief Financial Officer, Chief Maintenance Officer, and Safety Officer shall be chosen by the Board of Trustees at its meeting held in January.
C. Duration of Appointment Unless otherwise noted, each Officer shall hold office until a successor is selected or until such officer shall resign from that office or be removed. The Trustees shall, within thirty (30) days after any office becomes vacant, elect a successor who shall hold office for the unexpired term and until a successor is elected. Committee members' or appointees' terms will expire with the term of the Vice President.
D. Removal of Officers Any Officer may be removed by the Trustees with or without cause by an affirmative vote of five (5) Trustees at any meeting of the Trustees.
E. Compensation of Officers Compensation of Officers shall be established by the Trustees, with remuneration as set forth in Appendix A. Appointees serve without compensation except a newletter editor will receive a per issue fee as set forth in Appendix A.
F. Duties of Officers
F1. President - The President shall be the chief executive officer of the Club and shall exercise general supervision over the property, affairs and business of the Club. He shall preside at meetings of membership and of the Board of Trustees. He shall perform such other duties as from time to time may be assigned by these regulations or by the Trustees. The President shall serve for a one year term commencing on the first day of January following the year of his/her election. The President will serve an additional year a Past President Trustee.
F2. Vice President - The Vice President, in the absence or disability of the President, shall perform the duties of the President and shall be vested with the powers of the President. The Vice President shall serve for a term of one calendar year commencing on the first day of January following the year of his or her election.
F3. Secretary - The Secretary shall keep the minutes of the meetings of the membership and of the Board of Trustees and record said minutes in a book provided for that purpose and publish the minutes on COFANET or other Club website. The Secretary shall also perform such other duties and have such other powers as may from time to time be assigned by these regulations, by the Board of Trustees, or by the President.
F4. Treasurer - The Treasurer shall perform all the billing and collections for the member's monthly statements, shall have custody of the Club's funds, shall keep an accurate account of receipts and disbursements, and shall track required insurance data that must be kept up-to-date by members (e.g. medical certificate duration, flight review endorsements, aircraft checkout endorsements). Said Treasurer shall cause monies to be deposited in the name of the Club in such depository as may be designated by the Trustees and to perform such other duties and have such other powers as may from time to time be assigned by these regulations, by the Board of Trustees, or by the President.
F5. Chief Financial Officer - The Chief Financial Officer shall oversee the Treasurer and along with the Vice President and a 2nd year Trustee review COFA books once a year, (said review to be preformed in January) reporting back to the President and the Board of Trustees the results of said review. The Chief Financial Officer, Treasurer, and President shall be responsible for gathering and putting together tax forms to be filed and submitted. The CFO shall insure that financial statements are prepared and published via COFANET or other Club website at least every other month. Statements will include a Profit & Loss statement, a Balance Sheet, and a statement of Cash Flows. The CFO will insure the statements are prepared on a consistent basis from period to period. Published financial statements will provide the basis for the Member Equity Value.
F6. Chief Maintenance Officer - The Chief Maintenance Officer shall a) Arrange for the proper maintenance of all aircraft and equipment in the corporation; b) Be responsible for keeping proper and current engine logs, aircraft logs, operations limitations, and all similar documents with respect to the aircraft and equipment of the corporation; c) Be responsible for obtaining and keeping current all registrations, airworthiness certificates, aircraft licenses, and equipment licenses with respect to aircraft and equipment of the corporation, and d) Make a report on the maintenance and conditions of the aircraft at each meeting.
F7. Safety Officer - The Safety Officer shall accept input from club members on safety related club issues and pass them on to the President and/or Board of Trustees for action. The Safety Officer shall also keep watch for any club related safety problems and pass along occasional safety reminders to the membership. The Safety Officer shall arrange for a presentation on current and relevant safety topics at club meetings.
ARTICLE VI - MONTHLY CHARGES & SPECIAL PAYMENTS
A. Each Active Member shall be responsible for the monthly payment of the following upon receipt of a statement...
A1. Dues Charges: As set forth in Appendix A. To the extent possible, this money shall be designated and applied toward the non-flying expenses of running the Club.
A2. Equipment Assessment Charges: As set forth in Appendix A, This money shall be designated and applied to the extent possible, for the safety, reliability and/or utility of club aircraft.
A3. Prepaid Dry-Time Charges: Effective January 1, 2003, the accumulation of new Prepaid Dry-Time is eliminated.
A4. Aircraft Usage Charges: As set forth in Appendix A. These "Dry-Time" charges shall be based upon Tachometer Hour usage of the aircraft as flown by the member during the previous monthly billing cycle. These charges shall relate to all aircraft costs except fuel.
A5. Fuel Usage Charges: Charges for aviation fuel consumed during the previous month based upon the Aircraft Usage tachometer time, the monthly cost-per-gallon fuel price as set forth in Appendix A, and the fuel consumption rate as set forth in Appendix A. A fuel purchase rebate program, as set forth in Appendix A, may be applied toward payment.
A6. Miscellaneous Charges: Charges for pre-heats, overnight heated hangar storage, or other non-repetitive charges which are billed to COFA at the members request.
A7. Late Payment Fee Charges: AA carrying charge, as set forth in Appendix A, will be added to any outstanding balance of the last unpaid bill for those bills not paid by the end of the month the bill was received.
A8. "Non Sufficient Funds" Charges: Any check returned to the Treasurer as "NON SUFFICIENT FUNDS" will be assessed a service charge as set forth in Appendix A.
B. Delinquent Bills: Any Active Member not paying his/her monthly bill and going delinquent for a period as set forth in Appendix A, or having an unpaid balance greater than an amount as set forth in Appendix A, will have their aircraft reservation capability restricted as set forth in Appendix A, and may be placed on Inactive Member status.
ARTICLE VII - INSURANCE, INSURANCE REQUIREMENTS, ETC.
A. Hull insurance coverage
The Club shall, at all times, carry aircraft damage insurance for the fair market value of each aircraft as specified in Appendix A. The deductible, as specified in Appendix A, shall be paid by the member if the accident was caused, as determined by the Board of Trustees, by their negligence.
B. Bodily Injury & Property Damage insurance coverage
The Club shall, at all times, carry Bodily Injury and Property Damage Liability insurance with minimums as specified in Appendix A.
C. Member Responsibility for Damage to Aircraft
The member, acting as pilot-in-command, shall be responsible for the safe operation of the aircraft. If there is lack of agreement as to who is responsible for the aircraft when damage occurs, the Trustees, by majority vote, shall determine responsibility. In the event of damage to the aircraft caused by the negligence of the member, such member shall be liable for the damage sustained and shall be assessed the uninsured, non reimbursable cost of repair or replacement. If any repair charges, exceeding a cost as specified in Appendix A, are needed while the aircraft is away from home base, the member shall contact the Chief Maintenance Officer and/or one of the Trustee's before having the aircraft repaired.
D. Use of COFA Aircraft by non-members.
Use of COFA aircraft by non-members, except as provided by special endorsement of the insurance underwriter and approved by the Board of Trustees, is strictly prohibited.
E. Flight Instruction of non-members in COFA Aircraft.
Members of COFA who are instructors shall NOT provide instruction to non-members in COFA aircraft.
F. Commercial Use of COFA Aircraft. Use of COFA aircraft for commercial purposes is strictly forbidden (i.e. flying for hire), as there would be no insurance coverage. However, a member of COFA who is a Certified Flight Instructor may give instruction to, and receive compensation from, a fellow member, for the instruction given.
G. Flight Review, Medical Certificate, and Checkride data. Members are required to provide to the Treasurer, copies of their check ride endorsements, copies of their most recent Medical Certificate, copies of their most recent Flight Review endorsements (i.e. BFR), as well as copies of any other flight related information the Trustees deem necessary. Members who do not have a current FAA medical certificate, or who do not have an up-to-date Flight Review endorsement, or who have not provided copies of their check ride endorsements, shall not operate COFA aircraft without a Certified Flight Instructor accompanying them. Members who do not provide this data in a timely manner, as set forth in Appendix A, will be unable to reserve aircraft, and may lose all future reservations, unless special arrangements have been made with the Trustees.
H. Viewing of insurance policies. The Club shall make available the aircraft insurance policy for member's review, and all members shall be responsible for the provisions therein.
ARTICLE VIII - AIRCRAFT RESERVATION PARAMETERS
A. The Board of Trustees shall insure that all members shall have reasonable opportunity to use club airplanes by limiting aircraft use, as set forth in Appendix A. This is to prevent any one member monopolizing the same. Limitations may include scheduling parameters on the reservation system which prohibits sequential scheduling or a limit on the number of reservations that may be scheduled.
ARTICLE IX- ACTIONS RESERVED FOR THE GENERAL MEMBERSHIP
A. Dissolution must be approved by a two-thirds majority vote of the members. The dissolution vote is to be conducted at a General Membership Meeting. B. Aircraft Sale or Purchase. The sale or purchase of Club aircraft, in principle, must be approved by a two-thirds majority vote of the Members.