Hampton Roads Radio Control, Inc. A.M.A Articles of Incorporation By-Laws Rules

Transcription

1 Hampton Roads Radio Control, Inc. A.M.A Articles of Incorporation By-Laws Rules Revised March 8,

2 Articles of Incorporation of Hampton Roads Radio Control, Inc. We hereby form a non-stock, non-profit corporation under the provisions of Chapter 2 of Title 13.1 of the Code of Virginia, 1950, as Amended, and to that end set forth the following: ARTICLE I The name of the corporation is Hampton Roads Radio Control, Inc. ARTICLE II The purpose or purposes for which the corporation is formed are as follows: a. To operate as a non-profit recreational and educational organization. b. To foster the knowledge of and encourage research into the field of radio control model airplanes and to aid members in acquiring materials for the study, construction of these objects, and to develop skills in flying the model aircraft. c. To stimulate interest in the science of radio control model aviation and related fields. d. To subscribe to, become a member of and cooperate with any other association or organization, whether incorporated or not, whose goals and objectives are altogether or in part similar to those of this corporation. ARTICLE III Members of the corporation shall be affiliated with the Academy of Model Aeronautics and membership shall be open to any individual regardless of age, gender, race, religion, and as long as the individual has an interest in radio controlled model aircraft. A quorum of the membership shall consist of 25% of the members. ARTICLE IV The corporation shall have the power to indemnify its directors and officers against liability and claims for damages incurred by the officers and directors as to their duties in the corporation, except to the extent that they have been finally adjudged for gross negligence or gross misconduct. 2

3 ARTICLE V The current registered office of the corporation is located in the City of Smithfield, Virginia, and the post office address thereof is Clipper Creek Lane, Smithfield, Virginia The name of the current registered agent is Richard Thompson, who is a resident of the State of Virginia, whose address is 203 Clipper Creek Lane, Smithfield, Virginia The standing elected Secretary -Treasurer of the Corporation will be the registered agent of the Corporation. The post office address of the registered agent shall be that of the current standing Secretary Treasurer of the Corporation. ARTICLE VI The number of directors constituting the Board of Directors of the corporation is eight, and their names and addresses are as follows: 1. Robert Howell 1209 Mill Lane Quarter Suffolk, Virginia David Haywood 114 Foxcroft Rd Suffolk, Virginia Richard Thompson 203 Clipper Creek Lane Smithfield, Virginia John Williams 4681 Schooner Blvd Suffolk, Virginia Dom DePolo, Jr Condor Drive Chesapeake, Virginia Warren Coleman 8228 Harlan Dr Suffolk, Virginia Wes Baxter 3826 White Chapel Arch Chesapeake, Virginia Mills Staylor 1300 Meade Drive Suffolk, Virginia

4 ARTICLE VII The Directors shall be elected once each year and shall be elected by a majority vote of the members voting. The President, Vice-President, and Secretary-Treasurer shall hold dual offices of director and officer and shall be elected directly by the vote of the members. The immediate past President will automatically become a director. The Safety Officer and Field Marshall appointed by the President shall also be by position assigned, members of the Board of Directors. The two remaining positions for the Board of Directors shall be elected by a majority vote of the members voting. Vacancies in any office shall be filled by appointment by the remaining officers, such appointee to serve until the end of the term for which his/her predecessor was elected. WHEREFORE, the undersigned has executed these Articles of Incorporation in the City of Suffolk, Virginia on the 8 th day of March, David T Haywood 114 Foxcroft Rd Suffolk, Virginia Director, President Director and Incorporator 4

5 BY LAWS OF HAMPTON ROADS RADIO CONTROL, INC. #1537 ARTICLE I: Requirements for Membership 1. Each and every member and associate family member that participates in club flying activities must be a current member of the Academy of Model Aeronautics. 2. Annual membership dues will be determined by the Board of Directors based on projected fiscal requirements for the continued operations and facilities maintenance requirements of the corporation. The annual dues proposal will be published in the monthly newsletter for membership consideration. The membership dues will be approved by a majority vote of the voting members at the regular monthly meeting where presented. 3. Annual dues as determined by the Board of Directors and approved by membership vote shall be on a fiscal basis of July 1st through June 30th. A member joining between July 1st and December 31st shall pay the current full annual dues. A member joining between January 1st of any year and April 30th shall pay one-half the current annual dues for the remainder of the dues year. Any member joining after May 1st shall pay the annual dues established for the new fiscal year, which shall be credited for the following dues year. Annual dues shall be due prior to July 1st of each year and shall be credited to the following dues year. There shall be an additional fee of $5.00 for each associate family member who is involved in flying activities. 4. On a case by case basis for special hardship cases only, annual dues may be paid in a maximum of three increments. When requested by a member to the Secretary Treasurer in confidence, the Secretary Treasurer shall have the authority to approve incremental payments based on assessment of actual need. The incremental payments will be tracked by the Secretary Treasurer and remain confidential. The first incremental payment must be made prior to 1 July and may extend to a maximum of 6 months for final payment. Failure to complete payment within the allocated time and number of increments will result in the suspension of flying privileges commencing 1 January of the dues fiscal year. 5

6 5. The Board of Directors shall be empowered to establish an initiation fee for all new members. Should the Board of Directors deem assessments necessary to continue the operations of the club and by approval of a vote of the majority of the members voting at the monthly meeting where presented, each member shall be required to pay his/her equal approved assessment within thirty days. Associate family members will not be required to pay the assessment. After a period of forty-five days (45) from the voting date of the assessment, the club secretary will be required to send an assessment statement to any member not having paid his/her share of the assessment cost. Any member not paying within 60 days will be considered an inactive member with revocation of flying privileges until the assessment has been paid. 6. The Board of Directors through the President will submit to the membership at the May monthly meeting an operating budget proposal guideline. This proposal will be used for planning purposes, dues determination, and continuation of club operations. This budget will reflect proposed dues, dues rated for the next fiscal year, routine expenses, fixed costs, variable costs planning, anticipated dues, and residuals from current years. This proposal is for membership information and will be published in the monthly newsletter. A vote on new fiscal year dues will be conducted at the May monthly meeting based on the budget proposal. A majority vote of the voting members present will be required for dues approval. 7. All members are required to abide by the Academy of Model Aeronautics Safety Rules, Hampton Roads Radio Control, Inc. Safety Rules, and Lone Star Lakes Park Rules and Regulations (attached). Any two members of the Board of Directors concurring may summarily suspend a member from the club flying field for a period of seven (7) days for violation of established safety rules. The suspension will be automatically lifted unless within seven (7) days, the Board of Directors meets and continues the suspension. Should the Board of Directors continue the suspension, they shall notify the club member by mail to his last known address of the suspension and the period thereof. A suspended member shall have the right to appeal his/her suspension before the club membership at the next scheduled meeting. A majority vote of a quorum of the membership present at the meeting shall override the Board of Directors. Any member suspended shall forfeit any claim to refund of dues and assessments. 8. Any officer or Board of Director member may be removed from office by a vote of two-thirds by the membership. 9. Any prospective member will be given thirty (30) day to join Hampton Roads Radio Control, Inc. after his/her first flying session. A prospective member will not be allowed to fly again after the thirty days for a period of twelve 6

7 (12) months if he/she did not join the club. ARTICLE II Board of Directors of Hampton Roads Radio, Inc. # The Board of Directors of Hampton Roads Radio Control, Inc. shall consist of the President, Vice President, and Secretary-Treasurer who, upon election by the membership, shall automatically become members of the Board of Directors. The immediate past President will automatically become a director. The President shall appoint a Field Marshal and Safety Officer who will become members of the Board of Directors upon appointment. The remaining two directors shall be elected at-large by the membership by a majority vote of the voting members. The total number of Directors shall be eight and shall serve for a one-year term. There shall be no limit to the number of consecutive terms served by an elected or appointed member of the Board of directors. 2. The Board of Directors shall be responsible for the planning, review, and approval of all projects of Hampton Roads Radio Control, Inc. The action of the Board on projects shall be reported to the general membership at the next regular monthly meeting of the club and in the monthly newsletter. The Board of Directors may appoint, assign, or select a member to chair special events or project committees. 3. The Board of Directors shall be responsible for disciplining any member for safety violations as warranted and required. Only the Board of Directors may recommend membership revocation or determine membership reinstatement of a previously revoked membership.. 4. The Board of Directors shall be responsible for all monetary disbursement budget proposal guideline recommendations and shall authorize the Treasurer to make expenditures for special events or continued club operations. 5. The Board of Directors shall be responsible for planning, maintenance, and operations of the flying site. This authority shall include annual field maintenance contracts negotiations and approval for the fiscal year. All proposals for field maintenance, modification and contracts will be presented to the membership as routine operations actions. 6. The Board of Directors may authorize special or emergency expenditures for field maintenance, consumable purchases, prize allocations for special events, event fees, and recognition awards for the conduct of club sponsored special events. 7

8 7. The Board of Directors shall be responsible for the presentation and maintenance of the Mission, Vision, and Guiding Principles statements for the organization. 1. President ARTICLE III Duties of Officers A. The President shall preside over all meetings of Directors and general meetings of the membership and shall be responsible for the appointment of committees as deemed necessary. B. The President shall act as liaison between National, District, Regional, and Local Organizations involved in Radio Control Model Aviation. C. The President shall be responsible for all negotiations and liaison with local community leadership, local and state government, and business leadership in dealing with club interests for flying site maintenance, special events and regulations pertaining to the model aviation community. D. The President shall be responsible for providing a monthly column for the club newsletter. E. The President shall be responsible for establishing a monthly meeting agenda. F. The President shall be responsible for preparing with the board of directors an annual budget proposal guideline for presentation at the May monthly meeting. The President has discretionary spending of up to fifty dollars without requiring club approval. G. The President shall be responsible for conducting meetings of the Board of Directors at least quarterly. H. The President shall appoint a Field Marshal and Safety Officer in accordance with Academy of Model Aeronautics guidelines at the first meeting at which the president presides after assuming office. I. The President shall preside over all meeting of the Board of Directors and provide a report of each meeting to the membership at the next 8

9 2. Vice President monthly club meeting. A. The Vice President shall preside over all meeting in the absence of the President. B. The Vice President shall assist the President in all special events and projects. C. The Vice President shall act as liaison between District, Regional, and local radio control model aircraft and full scale aircraft clubs and organizations. D. The Vice President will act as liaison with all local civic and youth organizations for involvement with educational or training programs. E. The Vice President shall act as liaison between local Hobby Supply dealers, Hobby Supply Wholesalers, and Hobby Supply Manufacturers. F. The Vice President shall supply a column for the club monthly newsletter. G. The Vice President shall be responsible for providing continuing education and safety programs at the club monthly meetings. H. The Vice President shall provide programs and projects to stimulate interest and morale within the club. 3. Secretary-Treasurer A. The Secretary-Treasurer shall record minutes of all meetings of the Board of Directors and of the general membership meetings. B. The Secretary-Treasurer shall reply to all correspondence. C. The Secretary-Treasurer shall receive all monies coming into the possession of Hampton Roads Radio Control, Inc., and to keep an accurate account of receipts thereof. Monies shall deposited to the account of Hampton Roads Radio Control, Inc. within seven calendar days of receipt. 9

10 D. The Secretary Treasurer shall maintain an accurate club roster that is updated on a regular basis and provided to the general membership. The roster shall contain names, address, telephone and addresses for each member and each associate member. E. The Secretary-Treasurer shall keep a record of expenditures, which shall be made only by check having the signatures of at least two of the current officers. F. The Secretary-Treasurer shall report at each meeting the balance on hand. G. The Secretary-Treasurer shall keep custody of all financial records and keep an account of the receipts and disbursements. H. The Secretary-Treasurer shall present all financial records to the Board of Directors for a yearly audit during the month of December and publish a quality copy for each member upon request. I. The Secretary-Treasurer shall prepare and file all forms for the club as required by the Academy of Model Aeronautics. J. The Secretary-Treasurer shall apply to the Academy of Model Aeronautics for flying site insurance as necessary to maintain continuous coverage. K. The Secretary-Treasurer shall be the Registered Agent for the Corporation with the Commonwealth of Virginia State Corporation Commission. L. The Secretary Treasurer shall assist the publisher of the club newsletter with essential club and membership information. M. The Secretary Treasurer shall maintain all historical files, newsletters, photographs, videos, and articles pertaining to the club and assist the club historian in maintenance the club history ARTICLE IV Meetings 10

11 1. The meetings of the general membership will be held each month on the first Thursday at 7:30 p.m. at a place designated by the Board of Directors. Meetings will follow guidelines according to Roberts Rules of Order. 2. An election nominating committee will be established at the August monthly meeting. 3. Nomination of officers will be held the first Thursday in October. Officers will be elected at the annual meeting in November 4. The annual meeting shall be held on the first Thursday in November at 7:30 p.m. for the election of officers for the following year and other business as may be brought up. 5. The President or any three members of the Board of Directors may call a special meeting. Notice of a special meeting stating the date, time, and place shall be mailed to all members at their address as shown on the club membership roster. Notice of the agenda of the meeting shall be included. 6. At any meeting of the general membership, a quorum shall consist of 25% of the members. 7. Business requiring a vote shall be passed by a majority vote of the members voting. ARTICLE V Dissolution 1. The Corporation may be dissolved with the approval of a two-thirds (2/3) majority vote of the total membership. 2. Upon the dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, to the Academy of Model Aeronautics, Inc. or to such other 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 1986, as amended, or to such other organization with purposes similar to the purposes of this 11

12 Corporation, as the Board shall determine. ARTICLE VI Amendment to By-Laws 1. Any amendment or addition to the By-Laws shall be as follows: A. The proposed change in the By-Laws shall be provided in writing to all members of the Hampton Roads Radio Control, Inc. at least five (5) days prior to the vote. B. Amendments of the By-Laws may be passed by a two-thirds majority of those members present and voting. ARTICLE VII Nomination and Election of Officers 1. The Immediate Past-President shall be the chairman of the nominating committee. As an alternative if deemed necessary, the President may appoint a nominating committee chairman. At the August meeting the President shall appoint two additional members to the nominating committee. The nominating committee shall report at the September meeting the recommendations as to President, Vice- President, Secretary-Treasurer, and members of the Board of Directors. 2. The nominations shall remain open to accept floor nominations until the conclusion of the October meeting. 3. No member's name shall be submitted by the nominating committee to be a director or officer without said members prior knowledge and approval. 4. The election of officers shall be at the annual meeting with said elected officials to assume office as of January 1 st of the following calendar year. 5. The Hampton Roads Radio Control, Inc. shall have a registered agent at all times to receive correspondence from the State Corporation Commission Adopted at a regular meeting this 3rd day of July Attest President David Haywood Secretary-Treasurer 12