Why are we voting for 5 new??
Just wondering if anyone knew why we are voting for 5 new BOD's this year? Not the normal 3 or 4.
"POPULAR ROTORCRAFT ASSOCIATION, INC."
(Originated in 1963, updated by order of the Board and Life Membership vote in July, 1976, 1982, 1992, 1995, and again in July 2000.)
ARTICLE I - NAME
The name of this Corporation shall be the "Popular Rotorcraft Association, Inc.", an Indiana nonprofit corporation.
ARTICLE II - 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 it's 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.
(d) All Life, and Regular Members shall have voting rights. Only Life Members may serve on the
Board of Directors or hold office in this corporation.
(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, nor do they 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 our organization can 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 offices of the organization 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 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 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 not less than five, nor more than eleven members.
(b) Directors shall be divided into three alternating classes each of which serve 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
(f) In case of a vacancy to the Board, the remaining Directors shall fill such vacancy by appointment of the first "Runner-up" from the latest election. If three or more vacancies occur at any one time, they shall be filled by vote of the remaining Directors at a meeting called. Vacancies are filled for the remainder of the term of class.
(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 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.
(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 it's 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.
ARTICLE VIII - MEETINGS OF LIFE MEMBERS
(a) All meetings of Life Members, except as herein otherwise provided, shall be held at a place to be determined by the President.
(b) Notice of the annual meeting of Life Members shall be given by notice mailed to each Life member in good standing at his last known address at least twenty-one days before such meetings.
(c) Special meetings of Life Members may be held at such time and place as the President may determine or may be called by a majority of the Directors.
(d) Notice of special meetings of Life Members, stating the time and in general terms, the purpose thereof, shall be given in accordance with Section (b) of this Article.
(e) At any meeting of Life Members, a quorum shall consist of one tenth of the total members who are in good standing.
(f) The President, or in his absence, the Executive Vice President, or in the absence of the President and the Executive Vice President, a Chairman elected by the Life Members shall call the meeting to order and shall act as the presiding officer thereof.
(g) A majority vote of Life members present is necessary for the adoption of any resolution.
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) Reports results to Presiding Officer at the Annual Life Member Meeting.
(6) Any other duties directed by the President.
SECTION 2 -- Nominations
(a) Nominations from Life Members may be collected during the annual Life Member Meeting and throughout the year up to and including the last day of the fourth month preceding the Annual Meeting of the following year. Nominations shall be limited to a multiple of three times the number of board seats that will be open.
(1) During the annual Life Member meeting nominations for the following year shall be taken, seconded, and voted upon by the Life Members present.
(2) During the period after the annual meeting up to and including the last day of the fourth month preceding the Annual Meeting of the following year, a Life Member may nominate any member eligible for office when supported in writing with at least three supporting signatures of Regular or Life Members. A Life 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.
(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 Life Member Meeting, and at the General Membership Meeting during the Annual Convention. Elected nominees must be present during the Life member meeting to accept his appointment to the Board.
(b) Ties shall be broken by another ballot taken between those that are tied during the Life member meeting.
(c) Incumbents for the following year shall be introduced and nominations shall be opened from the floor.
(d) The Nomination Committee for the following year shall collect the nominees. Nominations shall remain open up to and including the last day of the fourth month preceding the annual convention of the following year in accordance with Article X, Section 2.
(e) A vote shall be taken by ballots as described in Section 4 of this Article, and received postmarked 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 by.
(b) Ballots shall be contained within the issue of the official organ no less than two full months before the annual convention.
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
I believe the answer to your question Maxie is because Dan L. is not being replaced according to the by-laws of the PRA.
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