Constitution and By-Laws
THE PHILADELPHIA AVIATION COUNTRY CLUB
1399 NARCISSA ROAD
BLUE BELL, PENNSYLVANIA, 19422
The name of this Club shall be the PHILADELPHIA AVIATION COUNTRY CLUB (Hereinafter the “Club”)
The purposes for which the Club is formed are to promote the science of aeronautics and to develop the appreciation and knowledge of aviation among the members.
Section 1. Classification of membership in the Club shall be Active Membership (Flying or Non Flying). Corporate Membership, and Honorary Membership.
Section 2. Active Membership. Any person 21 years of age or over may be elected and Active Member. Active Member shall be entitled to hold office, to vote and to all the privileges of the Club. Spouses of members and their children under 21 are also entitled all the privileges of the Club except as may be limited by the By-Laws or House Rules.
- Flying Membership. Flying Membership shall be defined as that class of membership held by a person qualifying as an Active Member and, in addition, holding or having held a pilots license issued by the Federal Aviation Agency or other recognized foreign agency, or owning an aircraft registered in their own name, or, by their activities or accomplishments showing a significant interest in aviation.
- Non Flying Membership. A Non-Flying Membership shall be defined as any member who does not qualify as a Flying Member as described in Article III, Section 2A above.
Section 3. Corporate Membership. Any legal corporate entity may be considered for Corporate Membership. Corporate Members shall be entitled to hold office, to vote and to all the privileges of the Club. However, Corporate Members will be limited to a maximum total of five votes. Spouses of Corporate Members and their children under 21 are also entitled to all the privileges of the Club except as may be limited by the By-Laws or House Rules.
Section 4. Honorary Membership. Federal and State Officers of high rank and other persons distinguished in aviation or otherwise, or who have rendered services to the Club, may be elected Honorary Members by unanimous vote of the Board of Governors. Honorary Members shall be exempt from initiation fees, dues and assessments. They shall not be entitled to hold office, nor to vote, but shall be entitled to all the privileges of the Club.
Section 5. Upon an affirmative vote of two-thirds of the Board of Governors, any class or classes of membership may be declared closed, in which case no further members shall be elected to said class or classes of membership until such time as the Board of Governors by like vote shall declare said class or classes of membership to have been reopened. By like vote the Board of Governors may create a new class or new classes of membership or abolish existing classes.
Initiation Fees and Dues
Section 1. Any initiation or special fees and dues for all classes of membership shall be in such amounts as the Board of Governors shall determine; provided, however, that any increase in annual dues for the following calendar year must be determined by the Board not later than the regular September meeting and notice thereof given to the membership within ten (10) days after such meeting.
Section 2. When any member is transferred from one class of membership to another, the amount which he has paid as initiation fee for the class of membership to which he belonged shall be credited as part of the initiation fee due for the class to which he is transferred.
Section 1. Annual Meeting. The annual meeting of the Club shall be held in March in each year, at the principal office of the Club, or at such place as may be determined by the Board of Governors.
Section 2. Special Meetings. Special meetings of the membership may be called by the President or the Vice President at any time, and shall be called by the President, or the Vice President, upon the written request of ten (10) members entitled to vote. Such request and notice of the meeting shall state the purpose of the meeing, and no business shall be transacted at any special meeting, except that stated in the notice, and matters germane thereto.
Section 3. Notices. Notices of annual and special meetings shall be posted in the office of the Club, and mailed to each member entitled to vote, at least fifteen (15) days before the meeting.
Section 4. Quorum. Twenty-five (25) members entitled to vote, present in person, shall constitute a quorum at any meeting.
Section 5. Proxy Voting. Any member desiring to vote by proxy may do so by requesting a proxy form in writing not later than ten (1) days prior to the meeting date set by notice to the membership. Such request shall be addressed to the Secretary, Philadelphia Aviation Country Club, Wings Field, 1399 Narcissa Road, Blue Bell, Pennsylvania, 19422. Proxies must be received by the Secretary at the Club prior to the meeting in order to be effective.
Section 1. The control and management of the Club, and its affairs and property, shall be vested in a Board of Directors, consisting of at least nine (9) and no more than fifteen (15) Members, who shall be called Governors. At least a majority of the Governors shall be Flying Members.
Section 2. A vacancy in the Board of Governors shall be filled by the remaining Governors until the next annual meeting
Section 3. To determine, upon notice mailed to the Governors at their last known address, and a majority of the Board shall constitute a quorum.
Section 4. The Board of Governors shall mail a written report regarding the condition of the Club to the members prior to each annual meeting.
Power of the Governors
Section 1. The Board of Governors shall have the following powers:
- To fix, enforce and remit penalties for violation of the Constitution.
- To admit and to expel or suspend members.
- To terminate membership for conduct which, in the opinion of the Board, is detrimental to the best interest and welfare of the Club. The affirmative vote of at least two-thirds majority of the entire Board is necessary for such action.
- They shall have also all power necessary fully to exercise the control and management of the Club and its affairs and property as set forth in Article VI, Section 1 of this Constitution, and such other powers as are hereinafter set forth.
Section 1. As soon as may be after each annual meeting, the Board of Governors shall elect from its members a President, Vice President, a Secretary, and a Treasurer, and may elect an Assistant Secretary and an Assistant Treasurer, such Assistant Secretary and Treasurer need not be members of the Board nor members of the Club.
Section 2. The Board of Governors may fill any vacancy among the officers caused by death, resignation, removal or otherwise.
Section 3. The Officers of the Club shall serve for a term of two years or until their successors are elected.
Duties of Officers
Section 1. The President shall preside at all meetings of the Club and the Board of Governors. He or she shall perform duties of Chief Executive of the Club, and with the Secretary, sign all written contracts when approved by the Board of Directors. He or she shall have such further powers and dues from time to time, as prescribed by the Board of Governors. He or she shall be a member of all committees.
Section 2. The Vice President shall have all the powers and perform all the duties of the President in the absence or disability of the President. He or she shall have such further powers and duties as may, from time to time, as prescribed by the Board of Governors.
Section 3. The Secretary shall keep the minutes and records, and conduct the correspondence of the Club and Board of Governors, and send out all the notices, and with the President or Vice President, sign all written contracts. He or she shall have custody of the seal, and perform the usual duties pertaining to their office. He or she shall have such further powers and duties as may, from time to time, to be prescribed by the Board of Governors.
Section 4. The Treasurer shall collect and receive all monies due to the Club, and have the custody and control of all funds, securities and valuable papers, subject to such limitations as the Board of Governors may impose. He or she shall disburse all funds of the Club under the direction of the Board of Governors, and shall keep regular and correct accounts. He shall submit from time to time, as called for by the Board of Governors, reports showing the financial condition of the Club. He or she shall have such further powers and duties as may from time to time, be prescribed by the Board of Governors.
Section 1. The Board of Governors may appoint an Executive Committee of three or more Governors, which may exercise the administrative powers of the Board of Governors during intervals between meetings of the Board, as may from time to time, be prescribed by the Board.
Section 2. The President may appoint the following committees, and such other committees as the Board may deem necessary, to serve during the pleasure of the Board, and shall designate a chairman of each committee. All committee members shall be
members of the Club entitled to hold office, excepting that spouses of members may serve on the House Committee, or other appropriate committees. The Board of Governors shall prescribe the powers and duties of each committee, and such committee shall report to the Board or the Executive Committee:
- A Membership Committee of not less than three members, which shall review the qualifications of all candidates proposed for membership in the Club and make recommendations thereon to the Board of Governors. In addition, this committee shall review and recommend changes in classes of membership.
- An Auditing Committee of not less than two members, shall audit the books of the Treasure, and shall make a report at each annual meeting.
- A Nominating Committee of not less than five members, to select candidates for Governors to be voted for at each annual meeting.
- A House Committee of not less than three members, whose duty it shall be to supervise, control and manage the operation of the Club House and, with the approval of the Board of Governors, to promulgate and carry into effect rules for the proper conduct of the same. The House Committee shall be responsible for closely coordinating the operation of the Club House with the Entertainment Committee.
- A Finance Committee of not less than three members, whose duty it shall be to supervise, control and manage the financial affairs of the Club, subject to the approval of the Board of Governors.
- A Flying Activities Committee of not less than three members, whose duty it shall be to supervise, control and manage the flying activities of the Club and, with the approval of the Board of Governors, to promulgate and carry into effect rules for the conduct of the same.
- An Entertainment Committee of not less than three members, whose duty it shall be to organize and supervise various social functions for the benefit of the members, as directed, control and manage the financial affairs of the Club, subject to the approval of the Board of Governors.
- A By-Laws Committee, whose duties shall be as follows:
- To prepare By-Laws and House Rules to assist the officers in the orderly management of the Club premises.
- To see that the members are furnished with up-to-date copies of pertinent By-Laws and House Rules, together with such extracts from the Constitution as may be deemed by the Governors to be of general interest to the membership.
- To keep the Board of Governors informed regarding suggested changes, contradictory provisions and infractions of the By-Laws, House Rules and Constitution of the Club, and to act in an advisory capacity at all Board and Membership Meetings where these subjects are under consideration.
Section 3. The President, with the approval of a majority of a quorum of the Board of Governors, shall have the power to remove any committee, or any member of any committee, at any time, with or without cause.
Section 4. The President may fill any vacancy in any committee caused by death, resignation, removal or otherwise.
Nominations of Governors
Section 1. The Nominating Committee shall cause a list of candidates for Governors nominated by it to be mailed to each member entitled to vote, with notice of the annual meeting, at lease fifteen (15) days prior to the meeting, said nominees to serve terms as specified in Article XI, Section 3. The said notice shall contain a reprint of Article XI, Section 2 hereof.
Section 2. Any ten (10) or more members entitled to vote may nominate candidates for the Board of Governors in addition to those nominated by the Nominating Committee, by representing a list of such candidates, duly signed by said ten (10) members to the Nominating Committee at lease five (5) days prior to the annual meeting. The tenure of the proposed candidates shall be specified on such list and shall be in accordance with Article XI, Section 3.
Section 3. Nine (9) new Governors shall be elected by secret ballot at each annual meeting of the Membership, three (3) to serve one (1) year term, and six (6) to serve two (2) year terms.
Election of Membership
Section 1. Candidates for membership in the Club must be proposed by a voting member of the Club who is not a member of the membership committee or of the Board of Governors. In addition, the proposer shall file with the Chairman of the Membership Committee at least two seconding letters and the filled-out application form recommending the applicant and stating his qualifications. It shall be the responsibility of the proposer to obtain an application form and have it completed by the prospective member, signed by the proposing and seconding members.
Section 2. At the next regular meeting of the Board of Governors after the receipt of the application and the proposals and recommendations, the Board shall vote on the application. Upon affirmative vote of the Board, the Secretary shall be instructed to notify the members of such application within five (5) days after the meeting, and post the applicant’s name on the Club Bulletin Board.
Section 3. If prior to the next regular monthly meeting of the Board, no objections concerning the applicant are received in writing, the Board shall elect the applicant to the class of membership for which he is qualified.
Section 4. On the election of a candidate the Secretary shall notify the candidate of his election, requesting him to pay to the Treasurer the fees and dues required for the class of membership to which he bas been elected; such fees and dues being due and payable upon receipt of such notice.
Section 5. Candidates elected shall, on payment of the initiation fee, become members of the Club, and the election of any candidate shall be void if he fails to make such payment with thirty days after notice of election has been mailed to his given post office address.
Section 6. Resignation Procedure. A member desiring to withdraw from the Club must signify his intention in writing to the Secretary before the first day of December in any year, otherwise he shall be liable to pay his annual dues for the succeeding twelve (12) months. Resignations will not be accepted until all indebtedness of the resigning member has been discharged.
Section 1. On the first day of each month, or as soon thereafter as practicable, a notice of the amount of his or her indebtedness shall be sent to each member.
Section 2. Any house charges of a member remaining unpaid forty five (45) days after the end of the month in which they were incurred shall be posted on the bulletin board of the Club and further credits shall be refused such member until the charges are paid in full.
- A copy of Article XIII, Section 2 of this Constitution , as revised, and a notice of his date of posting shall be enclosed with the delinquent member’s last bill prior to the 45 day deadline.
Section 3. If any house charges of a member shall remain unpaid for seventy-five (75) days after the end of the month in which they were incurred, such member shall be denied all Club privileges.
Section 4. If any house charges, dues or assessments shall remain unpaid for a period of ninety (90) days after the first billing date for such charges, the Board of Governors may thereupon expel the member or take other such action as they may deem suitable.
Section 5. The Board of Governors shall have the right to limit or suspend the credit of any member at any time.
Section 1. Every member shall furnish to the Secretary of the Club an address to which all notices and documents required by the Constitution may be forwarded by mail or otherwise.
Section 2. All notices and documents shall be deemed to have been duly sent or served when posted or otherwise forwarded to the address furnished by the member.
Section 1. The Board of Governors of the Club shall provide and adopt a corporate seal, which shall bear the title of the Club and the year of its incorporation.
Section 1. This Constitution may be amended by a two-thirds vote of the members at any membership meeting of the Club, provided the proposed amendment has been approved by a majority of the Board of Governors or has been signed by at least ten (10) members entitled to vote. In either event the proposed amendment shall have been delivered to the Secretary, at least (15) fifteen days prior to the meeting, and a copy thereof mailed to each member, at least (10) days prior to the meeting. At such meeting any amendment germane to the subject of the proposed amendment may be adopted.