Bylaws of the National Business Aviation Association, Inc.

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Last modified December 6, 2012

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ARTICLE I – NAME AND OFFICES

Section 1. Name. The name of this organization, which was incorporated on August 18, 1988 under the Nonprofit Corporation Act of the District of Columbia, is National Business Aviation Association, Inc. Hereafter in these Bylaws, it is called the “Association.”

Section 2. Principal Office. The principal office of the Association shall be in the District of Columbia.

Section 3. Other Offices. The Association may have offices at such other places, both within and without the District of Columbia, as the Board of Directors may from time to time determine.

ARTICLE II – MEMBERSHIP

The Membership of the Association shall consist of Corporate Members, Business Members and Associate Members.

Section 1. Corporate Members. Any commercial or industrial enterprise (corporation, company, partnership, limited liability company, financial institution, proprietorship or individual) engaged in business, commerce, trade or industry, and any government organization, school, college, university or not-for-profit organization, which owns or operates United States registered aircraft, primarily not for hire, as a transportation aid in the conduct of its business or activities, shall be eligible for Corporate Membership, provided the following qualifications are met:

(1) The Member must own or operate a multi-engine aircraft and/or a single-engine turbine powered aircraft.

(2) The Member must certify that an operations manual and a maintenance program are employed.

(3) When passengers are aboard, each multi-engine or single-engine turbine powered aircraft must be flown by two professional pilots employed directly or through a contract/lessor operator. One pilot must have a currently valid air transport rating, and the other pilot must have at least a currently valid commercial license and a currently valid instrument rating.

(4) The Member must certify that each pilot and/or crew member undergoes recurrent training and a proficiency check at least once per year.

(5) Less than 50 percent of the Member’s total sales volume, including that of all subsidiaries and affiliates, is from products and services sold to business aviation clients.

A company engaged in business aircraft management services shall be eligible for Corporate Membership, subject to confirmation by the Board of Directors, provided that its clients meet qualifications (1) through (4) above and provided that less than 50 percent of its clients’ aggregate sales volume is derived from products or services sold to business aviation clients. Further, at least 50 percent of any such aircraft management services company’s total sales volume, including that of all subsidiaries and affiliates, must be derived exclusively from aircraft management.

Each Corporate Member shall have the right to one (1) vote at all meetings of the Association. A Corporate Member shall appoint one of its officers, board members, and/or full-time employees as its Representative to act for it in the affairs of the Association. It may from time to time, in the absence of such appointee, designate from among its officers, board members and/or full-time employees, an alternate to represent it temporarily and vote on its behalf. The term “Corporate Member” as used hereinafter, shall mean either a Corporate Member or a duly appointed Representative or alternate.

Section 2. Business Members. Any commercial or industrial enterprise (corporation, company, partnership, limited liability company, financial institution, proprietorship or individual) engaged in business, commerce, trade or industry, and any government organization, school, college, university or not-for-profit organization, which owns or operates United States registered aircraft, primarily not for hire, as a transportation aid in the conduct of its business or activities, shall be eligible for Business Membership, provided the following qualifications are met:

(1) The Member does not qualify for Corporate Membership.

(2) The pilot(s) must have a currently valid pilots license and a currently valid instrument rating.

(3) The Member must certify that each pilot and/or crew member undergoes proficiency training at least once per year.

(4) Less than 50 percent of the Member’s total sales volume, including that of all subsidiaries and affiliates, is from products or services sold to business aviation clients.

Each Business Member shall have the right to one (1) vote at all meetings of the Association. A Business Member shall appoint one of its officers, board members, and/or full-time employees as its Representative to act for it in the affairs of the Association. It may from time to time, in the absence of such appointee, designate from among its officers, board members and/or full-time employees, an alternate to represent it temporarily and vote on its behalf. The term “Business Member” as used hereinafter, shall mean either a Business Member or a duly appointed Representative or alternate.

Section 3. Associate Members. Any entity as described in Sections 1 and 2 of this Article II, but which derives 50 percent or more of its total sales volume from the field of business aviation, or any entity not qualified for Corporate or Business Membership because it owns or operates business aircraft which are flown by pilots who do not meet the criteria set forth in subsections (3) and (4) of Section 1 above and/or in subsections (2) and (3) of Section 2 above, or an entity having a pervasive interest in business aviation, is eligible for an Associate Membership. Applicants for Associate Membership must be engaged in a field of endeavor whose aims are consistent with the principles and interests of the Association.

An Associate Member shall be entitled to be heard at any meeting of the Association on any matter pertaining to aviation and within the scope of the Association’s activities, but shall not be entitled to vote or be deemed part of a quorum at any meeting of the Association. An Associate Member shall appoint one of its officers, board members, and/or full-time employees as its Representative to act for it in the affairs of the Association. It may from time to time, in the absence of such appointee, designate from among its officers, board members and/or full-time employees, an alternate to represent it temporarily in the affairs of the Association. The term “Associate Member” as used hereinafter, shall mean either an Associate Member or a duly appointed Representative or alternate.

Section 4. Application for Membership. Application for Membership shall be submitted in a form approved for such purpose by the President and Chief Executive Officer. To be admitted to Membership, each applicant must be approved by the President and Chief Executive Officer.

A Member’s liability for payment of dues shall commence on the first day of the month that is most coincident with approval of the application. No Member shall have the right to vote until the Member’s dues have been paid.

Section 5. Termination. A Membership may be terminated (a) by the Board of Directors, for conduct determined in the sole discretion of the Board of Directors to be prejudicial to the welfare of the Association or its Members; or (b) by the President and Chief Executive Officer for failure to pay dues within ninety (90) days after renewal date, provided that in both cases notice of impending action has been given to the Member and opportunity for hearing has been offered.

Section 6. Resignation. Any Member may resign at any time. Such resignation shall not relieve the Member from paying any outstanding indebtedness due the Association. The resignation shall take effect at the specified time, or if no time is specified, at the time of notice to an officer of the Association. A resigning Member shall not be entitled to a refund of any portion of Membership dues.

Section 7. Voting Rights. Only Corporate Members and Business Members, as herein above defined and described, and in good standing, shall be entitled to vote.

Section 8. Membership Dues and Affiliate Fees. The Board of Directors shall determine the amount of annual Membership dues and the manner of payment, but the changes therein shall not be effective until thirty (30) days after the Members are notified of such change.

The Board of Directors shall also determine the annual fees to be charged for the granting of Affiliate Status as defined in Article III, and any changes therein shall be effective as with changes in Membership dues.

Section 9. Assessments. No assessment shall be levied by the Board of Directors on the Members unless so authorized by the majority vote at a special meeting of the Association called for the purpose, or at an annual meeting of the Association at which action on the proposed assessment is a stated item of business. If any assessment shall be so authorized, any Member who elects to resign from Membership rather than pay the assessment shall incur no liability therefor.

Section 10. Membership Certificates. Each Member shall receive a certificate of Membership, which shall be in a form selected by the Board of Directors. Affiliates shall also receive a certificate in such form as may be selected by the Board of Directors.

ARTICLE III – AFFILIATES

Section 1. Affiliate Status. Any enterprise that meets the qualifications set forth in Section 1 or 2 of Article II, which owns or operates aircraft that are exclusively registered in a nation other than the United States, is eligible for Affiliate Status, subject to the approval of the President and Chief Executive Officer. Application for such status shall be in a form approved by the President and Chief Executive Officer. An Affiliate shall designate one of its officers or employees as its primary contact with the Association.

Section 2. Meetings. Affiliates shall be entitled to be heard at meetings of the Association, but they shall not be entitled to vote, or move or second motions, or to be part of a quorum at any meeting of the Association.

ARTICLE IV – MEETINGS OF MEMBERS

Section 1. Annual Meetings. The annual meeting of the Association for the election of Directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a day other than Saturday or Sunday, other than major religious holidays, and other than a Federal holiday during the month of September, October or November in each year, at a time and place which has been approved by the Board of Directors.

Section 2. Special Meetings. Special meetings of the Association may be called at any time by the Board of Directors or shall be called by the Chairman of the Board upon the written request of ten (10) percent or more of the combined total of Corporate Members and Business Members in good standing and entitled to vote, determined as of the first date a Member signs a request. The written request must specify the business proposed for consideration at the proposed meeting and must be delivered personally or sent by registered mail or by facsimile transmission to the Secretary. All special meetings shall be held at the principal office of the Association unless the Board of Directors designates some other place.

Section 3. Notices. Notice of the time and place of each annual or special meeting of the Association shall be served by mail, or electronic mail if authorized by the Member, not less than ten (10) nor more that sixty (60) days before the meeting, upon each Member whose name appears on the books of the Association as a Corporate Member or Business Member in good standing and entitled to vote. Such notice shall be sent to each Member at its mailing or electronic address as they appear on the books or records of the Association. Notice of each meeting of the Association shall be accompanied by a proxy appointment form which provides, at each Member’s option, for delegation of voting power to a person or persons named by the Board of Directors. Notice of each annual or special meeting of the Association shall state the purpose or purposes for which the meeting is called. Notice may also be provided to Associate Members, Affiliates and other interested parties.

Section 4. Quorum. At any meeting of the Association, unless otherwise provided by law or these Bylaws, ten (10) percent of the combined total of Corporate Members and Business Members in good standing and entitled to vote, present in person or by proxy, shall constitute a quorum for all purposes.

Section 5. Voting and Ballots. At every duly called meeting at which a quorum is present, each Corporate Member and Business Member in good standing and entitled to vote shall be entitled to one vote on all questions properly submitted for a vote of the Members, which vote may be cast in person or by proxy. Directors shall individually be elected by a majority of the votes cast by Members entitled to vote. In a case where there are more candidates than Director positions open, those chosen shall be those candidates, the total of whom equals the number of open positions, who individually obtain the highest number of votes. Votes for Director positions may not be cumulative. Any other action taken by vote of the Members who are in good standing and entitled to vote shall be authorized by a majority vote thereon, except as provided otherwise in these Bylaws or in law. The vote for Directors shall be by ballot if the Board of Directors so determines or if so requested by majority vote of the Members and proxies present who are in good standing and entitled to vote.

Section 6. Record Date. Unless otherwise specified in these Bylaws, the record and count of Corporate and Business Members in good standing and entitled to vote shall be determined seventy (70) days prior to each meeting of the Association, unless the Board of Directors fixes, in advance, a different future date as the record date.

Section 7. Electronic Meetings. The Board of Directors may authorize that any annual or special meeting of the Association be conducted, pursuant to law, by means of the Internet or other electronic communications technology and not be held at a geographic location.

ARTICLE V – BOARD OF DIRECTORS

Section 1. Number of Directors; Eligibility; Composition of Board.

(1) Number of Directors. The entire Board of Directors of the Association, including any ex officio Directors, shall consist of not fewer than thirteen (13) nor more than eighteen (18) Directors. Within those limits the specific number shall be established from time to time by resolution of the Board of Directors. No decrease in the established number of Directors shall have the effect of shortening the term of any incumbent Director. Directors need not be residents of the District of Columbia.

(2) Eligibility. Only an officer, member of the board of directors and/or full-time employee of a Corporate or Business Member shall be eligible for election as a Director with voting rights. Such eligible person shall be nominated for election at an annual meeting of the Association, pursuant to Section 4 of this Article. In the event an elected Director ceases to meet the qualifications set forth in the first sentence of this subsection such Director’s tenure shall immediately terminate and the resulting vacancy may be filled as provided in Section 3 of this Article. The two appointed Associate Member Advisors to the Board shall be ex officio Directors with voting rights and their service shall not be subject to the provisions of Sections 1, 2, 3 and 4 of this Article. The President and Chief Executive Officer shall be an ex officio Director with voting rights, and his/her service as such shall not be subject to the elected Director provisions of Sections 1, 2, 3 and 4 of this Article.

(3) Composition of Board. At least one-third of the total Board of Directors should consist of company representatives whose primary responsibility is related to the transportation operations of the Member Company he/she represents.

Section 2. Terms. Each Director, except for the two Associate Member Advisors to the Board and the President and Chief Executive Officer, shall be elected for a term of three (3) years, and until his/her successor has been elected and qualifies, or until his/her earlier resignation, removal or disqualification.

Section 3. Vacancies. Any vacancy occurring on the Board of Directors, including any vacancies resulting from an increase in the established number of Directors, may be filled by eligible persons proposed by the Nominating Committee and elected by the vote of a majority of the Directors then in office. In each case, eligibility for nomination is contingent upon the Nominating Committee obtaining a letter from an executive officer of the approved nominee’s Member Company, stating that such Member is willing to have such nominee serve, if elected, and will permit him/her to attend Board of Directors meetings regularly. Each eligible Director so elected shall hold office until the next annual meeting of the Association, or until his/her earlier resignation, removal or disqualification. Prior to the next annual meeting, the Director filling the vacancy or another qualified person, may be nominated by the Nominating Committee, under the provisions of Section 4 of this Article, for election by the Membership to serve for the remaining years of the vacant term.

Section 4. Nominations. At least seventy (70) days prior to the date of each annual meeting of the Association, a Nominating Committee previously confirmed by the Board of Directors in accordance with applicable provisions of Article VI shall submit to the Corporate and Business Members in good standing and entitled to vote at the annual meeting the names of eligible persons proposed by the Nominating Committee, and approved by the Board, as nominees for Director. In each case, eligibility for nomination is contingent upon the Nominating Committee obtaining, prior to notification of the Membership, a letter from an executive officer of the approved nominee’s Member Company, stating that such Member is willing to have such nominee serve, if elected, and will permit him/her to attend Board of Directors meetings regularly. Member Companies in good standing and entitled to vote may submit the names of additional nominees to the Secretary of the Association upon the following conditions:

(1) Each submission must be in writing and signed by the Representatives of at least ten (10) percent of the combined total of Corporate Members and Business Members in good standing and entitled to vote. 

(2) The submission must be received at the principal office of the Association at least sixty (60) days prior to the annual meeting.

(3) Each submission must be accompanied by a letter from an executive officer of the nominee’s Member Company, stating that such Member is willing to have such nominee serve, if elected, and will permit him/her to attend Board of Directors meetings regularly.

(4) Each person whose name is submitted under conditions (1), (2) and (3) of this section must meet the eligibility requirements stated in subsection (2) of Section 1 of this Article.

Thereafter, if the above conditions have been met, the Nominating Committee shall add such name or names to the list of nominees to be included in the notice of the annual meeting as described in Article IV, Section 3.

Section 5. Duties. The general management of the affairs of the Association shall be vested in the Board of Directors. The Board of Directors shall have control of the property of the Association. The Board shall establish the guiding policies and fiscal controls that govern the functioning of the Association. It shall have power to employ necessary staff and other assistance, to authorize expenditures, to take all necessary steps to carry out the purposes of the Association, to promote its best interests and to do all such lawful acts and things as are not prohibited by the Articles of Incorporation or these Bylaws.

Section 6. Meetings.The annual meeting of the Board of Directors shall be held within three (3) days after each annual meeting of the Association. Regular meetings shall be held as determined by the Board pursuant to a resolution or resolutions specifying the date, time and place. Special meetings of the Board of Directors may be called by the Chairman, or by the Secretary, at the request of any four (4) or more Directors.

Section 7. Notice; Waiver of Notice.Notice of regularly scheduled meetings of the Board of Directors for each one-year period shall be provided annually. Notice of special meetings, including the purpose, shall be provided at least two (2) days prior to the date of the meeting. Meetings may be held without notice as specified above upon the giving of a waiver of notice by all Directors. The presence of a Director at any meeting without objection also shall constitute a waiver of any required notice to such Director.

Section 8. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Directors consent thereto in writing or by electronic transmission and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors. Such consent shall have the same force and effect as a unanimous vote.

Section 9. Attendance By Telephone. Any one or more Directors, being in a place or places other than that where a Board of Directors meeting is held, may participate in all or part of such meeting by means of a conference-type speaker telephone, or other communications device, that enables all persons taking part in the meeting to hear each other clearly. Participation by such means shall constitute presence in person for all or such part of the meeting that the communications device is in active service.

Section 10. Quorum; Voting. At all meetings of the Board of Directors, a majority of the number of Directors in office before the meeting begins shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board except as otherwise specifically provided herein, in the Articles of Incorporation or by statute. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent Director.

Section 11. Compensation and Reimbursement. Directors shall not receive any compensation for serving as such. For attendance at all Board meetings and the Annual Meeting & Convention, using travel modes of their choosing, they shall be eligible to receive travel expense reimbursement not to exceed round trip coach class air fare applicable to the distance involved starting from their domiciles, in addition to actual and reasonable cost of lodging at the meeting site. As deemed appropriate to the individual situation by a majority vote of the Executive Committee, they may also be reimbursed on the same basis for participation in other Association approved events.

Section 12. Failure to Attend Regular Meetings. In any case where a Director fails to attend three (3) consecutive regular meetings of the Board of Directors, the Board may, at the third consecutive meeting and by the affirmative vote of a majority of the Directors then in office, declare the office of such Director vacant and elect a new Director in accordance with the provisions of Section 3 of this Article.

Section 13. Resignation and Removal of Directors. Any Director may resign at any time. Such resignation shall take effect at the time specified, or if no time is specified, at the time of notice to the President and Chief Executive Officer or Secretary. The acceptance of a resignation shall not be necessary to make it effective. Directors may be removed for cause  by the affirmative vote of a majority of the Directors then in office.

Section 14. Associate Member Advisors to the Board. The Chairman of the Board shall, subject to the approval of the Board of Directors, appoint two officers or full-time employees of Associate Members to serve as Associate Member Advisors to the Board, who shall ex officio be Directors with voting rights. Such Advisors shall each serve a two-year term, with individual terms commencing at the annual meeting of the Board of Directors.

Section 15. Emergency Powers. If a quorum of the Board cannot be readily assembled because of some catastrophic event, the Board may exercise such emergency powers as are authorized by the District of Columbia Official Code Title 29 (Business Organizations) Enactment Act of 2010 or its successor.

ARTICLE VI – COMMITTEES OF DIRECTORS AND OTHER COMMITTEES

Section 1. Standing Committees of The Board of Directors. There shall be two standing committees of the Board of Directors, constituted as stated below:

(1) Executive Committee. The membership of this committee shall consist of the Chairman of the Board, the Vice Chairman/Treasurer (who shall chair the Compensation, Investment & Succession Committee), the President and Chief Executive Officer, the chair of the Nominating Committee and the chair of the Audit Committee. The membership of the committee shall be constituted at each annual meeting of the Board of Directors and upon the election or appointment of a new person to hold any of the constituent positions.

The Executive Committee shall be empowered, interim to meetings of the Board of Directors, to implement Board policy, or in unusual cases to act on behalf of the Board, subject to ratification of such action by the Board.

(2) Nominating Committee. The membership of this committee shall consist of at least five (5) Directors. The chairman and members shall be appointed at each annual meeting of the Board of Directors by the Chairman of the Board and confirmed by the affirmative vote of a majority of the Directors then in office. In addition to any duties specified elsewhere herein, or as delegated to it from time to time by the Board of Directors, the Nominating Committee shall, in accordance with Article V, inform the Board timely each year of the names of the nominees for the Board of Directors, and obtain the approval of such nominees by the Board of Directors. At the intervals specified in these Bylaws, the committee shall, as specified in Article VII, nominate for election by the Board of Directors, a slate of principal elected and principal appointed officers of the Association, with the exception of the Vice Chairman/Treasurer, who will be chosen directly by secret ballot by the Board of Directors. All such officers shall be elected by the Board of Directors upon the affirmative vote of a majority of the Directors then in office.

(3) Audit Committee. The membership of this committee shall consist of at least three (3) Directors. The President and Chief Executive Officer shall not be a member of the committee. The chairman and members shall be appointed at each annual meeting of the Board of Directors by the Chairman of the Board and confirmed by the affirmative vote of a majority of the Directors then in office. The committee shall oversee the Association’s internal accounting and operational controls, including assessment of financial, operational, and compliance risk management; manage the relationship with the Association’s independent auditor(s); review the Association’s financial statements and the findings of the independent auditor(s); establish and maintain procedures for the receipt, retention and treatment of complaints received by the Association regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of the Association of concerns regarding questionable accounting or auditing matters; and perform other functions as requested by the Board.

(4) Compensation, Investment & Succession Committee. The membership of this committee shall consist of at least three (3) Directors, including the Vice Chairman/Treasurer, who shall serve as chairman of the committee. The President and Chief Executive Officer shall not be a member of the committee. The members shall be appointed at each annual meeting of the Board of Directors by the Chairman of the Board and confirmed by the affirmative vote of a majority of the Directors then in office. The committee shall establish the Association’s general policy regarding compensation for the President and Chief Executive Officer and other officers; oversee the management of the assets of the Association; develop a succession plan for Association leadership; and perform other functions as requested by the Board.

Section 2. Other Committees of the Board of Directors. The Board of Directors may, by the affirmative vote of a majority of the Directors then in office, appoint one or more other committees whose membership shall consist of Directors, for such purposes and with such powers as the Board of Directors, consistent with law, may provide. The chairmen and members of such committees shall be appointed by the Chairman of the Board and confirmed by the affirmative vote of a majority of the Directors then in office.

Section 3. Tenure. Subject to the provisions of Section 9 of this Article VI, each officer shall remain a member of the Executive Committee until the expiration of his/her term of office. Each member of any other committee of the Board of Directors, shall hold office until the next annual meeting of the Board of Directors following his/her appointment and until his/her successor is designated by the Chairman of the Board and confirmed by the Board of Directors.

Section 4. Meetings and Notices. Regular meetings of the standing or other committees of the Board of Directors may be held upon the giving of at least five (5) business days’ notice by the committee chairman. They may also be held at such times and places as the committees may determine from time to time by resolution. Special meetings of Board committees may be called by the committee chairman or any two members upon not less than two (2) days notice. Any member of a Board committee may waive notice of any meeting thereof, either before or after the meeting, by signing a waiver of notice which shall be filed with the records of such meeting. The presence of a member at any meeting without objection also shall constitute a waiver of any required notice.

Section 5. Quorum. A majority of the members of a standing or other committee of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting thereof. The vote of a majority of the members of a committee of the Board of Directors present at a meeting at which a quorum is present shall constitute action by the committee.

Section 6. Action Without A Meeting. Any action required or permitted to be taken at a meeting of a committee of the Board of Directors may be taken without a meeting if all members of the committee consent thereto in writing or by electronic transmission and the writings or electronic transmissions are filed with the minutes of proceedings of the committee.

Section 7. Attendance By Telephone. Members of committees of the Board of Directors may participate in a meeting by means of conference-type speaker telephone or similar communications device by which all persons participating in the meeting may hear each other clearly. Such participation shall constitute presence in person at the meeting.

Section 8. Vacancies. Any vacancy occurring among the positions on the Executive Committee may be filled by election of a Director to hold the pertinent office. Any vacancy occurring on any other committee of the Board of Directors, may be filled by appointment by the Chairman of the Board, confirmed by the affirmative vote of a majority of the Directors then in office.

Section 9. Resignation or Removal From Committee. Any member of any standing or other committee of the Board of Directors may resign from the committee at any time by giving notice to the committee chairman, the President and Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof. Any member of a committee of the Board of Directors other than the Executive Committee may be removed from the committee when it is judged by the Board of Directors that the best interests of the Association will be served thereby. Any member of the Executive Committee may be removed from that committee when it is judged by the Board of Directors that the best interests of the Association will be served thereby, by the affirmative vote of a majority of the Directors then in office. In the event an Association officer is removed from the Executive Committee under the foregoing provisions, such removal will concurrently serve to remove the officer from Association office under provisions of Article VII, Section 3, and the minutes of the meeting shall so reflect.

Section 10. Committees Other Than that of the Board of Directors. In addition to committees composed of members of the Board of Directors mentioned elsewhere in this Article there shall be such other committees, composed of Member Company personnel who are principally not Directors, as may be authorized and designated by the Board of Directors in regular or special meetings. The chairman of each such committee shall be appointed by the Chairman of the Board with the concurrence of the Board of Directors, and the members of such committees shall be chosen as directed by the resolutions authorizing such committees. Vacancies in the chair of such committees shall be filled by appointment by the Chairman of the Board with the concurrence of the Board of Directors. Each such committee may, subject to control by the Board of Directors and to applicable Association administrative policy, determine its own rules and regulations for the calling and holding of meetings or other action by it.

Section 11. Regional Groups. If the Board of Directors at any time so determines, there may be established in any city or area local units of Member Companies designated as Regional Groups of the Association. Each Regional Group shall perform such functions and exercise such rights or powers as the Board of Directors determines. Rules or regulations for the control, guidance or continuation of any such Regional Group shall be submitted to the Board of Directors for approval and thereafter may be changed by the Board of Directors. The establishment and existence of each Regional Group shall be evidenced by formal charter granted by the Board of Directors and signed by the Chairman of the Board and the Secretary.

Section 12. Procedure. All committees and Regional Groups established under Section 1, Section 2 or Section 11 of this Article shall keep regular minutes of their proceedings, and the chairman of each such committee or Regional Group shall report any actions taken to the Board of Directors at the next meeting thereof held after the committee or Regional Group meeting. The minutes of such committee and Regional Group meetings shall be distributed to all members of the Board of Directors.

Section 13. Certified Aviation Manager Governing Board. There shall be a Certified Aviation Manager Governing Board (GB”) within the Association established under these Bylaws to conduct and manage the Certified Aviation Manager (“CAM”) Program. The CAMGB shall be autonomous in decision making regarding the eligibility standards, the development, administration and scoring of the assessment instruments and operational processes of the CAM Program. The President and Chief Executive Officer shall select the Administrative Director and appropriate funding for the CAM Program. The CAMGB shall have the authority to adopt policies and procedures in order to conduct the CAM Program, in accordance with these Bylaws.

ARTICLE VII – OFFICERS

Section 1. Positions. The officers of the Association shall be a Chairman of the Board, a Vice Chairman/Treasurer, a President and Chief Executive Officer and a Secretary, each of whose powers and duties are described hereinafter, and any number of other officers appointed under Section 6(1) of this Article. Any number of offices may be held by the same person, unless the Articles of Incorporation, these Bylaws or a statute provide otherwise. Election or appointment of an officer shall not in itself create any contractual rights.

Section 2. Election and Term of Office.

(1) Principal Elected Officers. The principal elected officers of the Association shall be the Chairman of the Board and Vice Chairman/Treasurer, each of whom shall be chosen from among the elected Directors, and shall be elected by the Board according to the provisions of Article VI, Section 1(2). Each principal elected officer shall be elected to serve a two (2) year term, which shall commence at the conclusion of an annual meeting of the Association, and until his/her successor has been elected and qualified or until his/her death, resignation, removal, or disqualification as a Director prior thereto.

(2) Principal Appointed Officers. The principal appointed officers of the Association shall be the President and Chief Executive Officer and Secretary, each of whom shall be proposed by the Nominating Committee in accordance with Article VI, Section 1(2), be approved by the Board of Directors and hold office until his/her successor is elected and qualified or until his/her earlier death, resignation or removal.

Section 3. Resignation, Removal and Vacancies. Any elected officer who ceases to meet the eligibility qualifications for Director, as stated in Article V, shall have his/her tenure as an officer immediately terminated. Any officer may voluntarily resign at any time by delivering a resignation to the Board of Directors, the President and Chief Executive Officer or the Secretary. Whenever, in the judgment of the Board of Directors the best interests of the Association will be served thereby, any principal elected or principal appointed officer may be removed from office by the affirmative vote of a majority of the Directors then in office. Such removal shall not prejudice the contractual rights, if any, of the person removed. Should a vacancy occur in any of the principal elected or principal appointed officer positions, the Nominating Committee shall propose an eligible person to the Board of Directors, in accordance with Article VI, Section 1(2).

Section 4. Chairman of the Board. The Chairman of the Board shall preside at all duly called annual and special meetings of the Association and of the Board of Directors. He/she shall be chosen from among the elected Directors. The Chairman of the Board shall have general supervision of all the business and affairs of the Association, and shall have such other duties as may from time to time be determined by the Board of Directors.

Section 5. Vice Chairman/Treasurer. The Vice Chairman/Treasurer shall be chosen from among the elected Directors. In the absence or disability of the Chairman of the Board, the Vice Chairman/Treasurer shall perform the duties of the Chairman. Should the office of Chairman of the Board become vacant, the Vice Chairman/Treasurer shall perform its duties until the Board of Directors shall have acted to elect a Chairman of the Board. The Vice Chairman/Treasurer shall ensure the safe custody of the corporate funds and securities, make certain that full and accurate accounts of receipts and disbursements are kept in books and records belonging to the Association, and make sure that all monies and other valuable effects are deposited in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. The Vice Chairman/Treasurer shall ensure disbursement of the funds of the Association as ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Chief Executive Officer, and to the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Vice Chairman/Treasurer and of the financial condition of the Association. If required by the Board of Directors, the Vice Chairman/Treasurer shall give the Association a bond in such sum, and with surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of the Vice Chairman/Treasurer’s office and for the restoration to the Association, in the case of the Vice Chairman/Treasurer’s death, resignation, retirement, replacement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Vice Chairman/Treasurer’s possession or under the Vice Chairman/Treasurer’s control and belonging to the Association. The cost of any such bond shall be borne by the Association.

Section 6. President and Chief Executive Officer. The President and Chief Executive Officer shall be appointed by the Board of Directors and shall be the chief staff executive and chief executive officer of the Association. He/she shall be an ex officio Director with voting rights and shall normally be a full-time employee of the Association. The President and Chief Executive Officer shall, subject to the direction of the Board of the Directors and the appropriate officers of the Association:

(1) Appoint such other staff officers, as the President and Chief Executive Officer may deem necessary, including one or more vice presidents, who shall hold office for such period, exercise such powers and perform such duties as may be determined from time to time by the President and Chief Executive Officer;

(2) Provide overall supervision of staff activities and Association programs; be responsible to the Board of Directors for the quality of Association service and for the maintenance of strong relationships with government and industry;

(3) Be responsible for establishing and maintaining appropriate flow of information between the Board of Directors and the respective elements of the Membership;

(4) Oversee the establishment, timely recording and maintenance of such books and records as the Board of Directors or the President and Chief Executive Officer, may from time to time determine;

(5) Develop and recommend policies, procedures, practices and programs for furthering the interests and beneficial results of the Association;

(6) Assist the other officers of the Association in carrying out their respective duties;

(7) Serve as the chief representative and spokesman of the Association to the aviation community, other associations, the branches of the Federal, state and local governments, the public, and foreign or multi-nation aviation bodies, associations or governments; and

(8) Have such other duties and powers as may from time to time be determined by the Board of Directors.

The President and Chief Executive Officer, in exercising his/her duties, shall be responsible on a day-to-day basis to the Chairman of the Board, and on a general basis to the Board of Directors. In no case shall the President and Chief Executive Officer be empowered to perform any duties of the Chairman of the Board.

Section 7. Secretary. The Secretary shall be appointed by the Board of Directors per Article VI, Section 1, of these Bylaws, in consultation with the President and Chief Executive Officer. He/she shall attend all meetings of the Board of Directors and annual and special meetings of the Association, and shall record all votes and minutes of all proceedings. The Secretary shall attend to the giving and serving of notice of all meetings of the Board of Directors and of the Association. The Secretary shall have custody of the corporate seal and shall be responsible for the corporate records of the Association and for such books, documents and papers as the Board of Directors shall determine. The Secretary shall be regularly furnished a record of the names and addresses of all Members of the Association and shall have supervision of all such books and records that shall, as prescribed by law, be open for inspection. The Secretary shall in general perform all duties incident to the office, subject to the control of the Board of Directors and shall perform such other duties as may be assigned to him/her by the Board. At the request of the Secretary, or in his/her absence or disability, the Board of Directors may appoint an Acting Secretary on a temporary basis. The Acting Secretary may at any time and from time to time perform any and all of the duties and possess all of the powers of the Secretary, and shall have such duties as the Board of Directors or the Chairman of the Board or the Secretary may from time to time determine.

Section 8. Compensation. The Board of Directors, in its sole discretion, shall determine the compensation of the President and Chief Executive Officer, taking into account the recommendations of the Compensation, Investment & Succession Committee. Compensation of other officers shall be based upon the recommendation of the President and Chief Executive Officer and, at its discretion, reviewed/approved by the Compensation, Investment & Succession Committee. The Chairman and Vice Chairman/Treasurer shall not be compensated in their capacity as officers.

Section 9. Limits On Terms. No person shall be elected Chairman of the Board for more than one two (2) year term without the consent of all the Directors present at the meeting of the Board of Directors at which such election is proposed to be made. There is no limit imposed on the number of terms that may be served by other elected officers.

ARTICLE VIII – INDEMNIFICATION AND LIABILITY LIMIT

Section 1. Indemnification.

(1) In accordance with the requirements of the District of Columbia Official Code Title 29 (Business Organizations) Enactment Act of 2010 (“the Act”), the Association may indemnify and advance expenses to an individual who is a party to a proceeding because he/she is or was a Director or an officer of the Association, against liability incurred in the proceeding.

(2) The Association shall indemnify a Director or officer to the extent the Director or officer was successful, on the merits or otherwise, in the defense of any proceeding to which the Director or officer was a party because the Director or officer was a Director or officer of the Association, against reasonable expenses incurred by the Director or officer in connection with the proceeding.

Section 2. Limitations on Liability of Directors, Volunteers, and Employees.

(1) A Director shall not be liable to the Association or its members for any decision to take or not to take action, or any failure to take any action, as a Director, except as provided in the Act.

(2) Provided the Association maintains liability insurance with a limit of coverage of not less than $200,000 individual claim and $500,000 per total claims that arise from the same occurrence, any person who serves as an officer, director, trustee, or other person who performs services for the Association and who does not receive compensation other than reimbursement of expenses for those services (each, a “volunteer”), shall be immune from civil liability except as provided in the Act. The Association shall be liable for the conduct of a volunteer only to the extent of the applicable limit of insurance coverage it maintains.

(3) An employee of the Association shall not be held personally liable in damages for any acts or omissions in providing services or performing duties on behalf of the Association in an amount greater than the amount of total compensation, other than reimbursement of expenses, received from the Association for performing those services or duties during the 12 months immediately preceding the act or omission for which liability was imposed, except as provided in the Act.  This limitation of liability shall not apply to any licensed professional employee operating in his/her professional capacity. The Association shall be liable for the conduct of an employee only to the extent of the applicable limit of insurance coverage it maintains.

ARTICLE IX – INTERPRETATION AND CONSTRUCTION OF BYLAWS

All questions of interpretation or construction of these Bylaws shall be decided by the affirmative vote of at least two-thirds of the Directors then in office.

ARTICLE X – GENERAL PROVISIONS

Section 1. Execution of Instruments. All checks and demands for money and notes of the Association shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 2. Seal. The Association may have a seal of such design as the Board of Directors may adopt and it shall bear the name of the Association. If so adopted, the custody of the seal shall be with the Secretary and he/she shall have authority to affix the seal to all instruments where its use is required.

Section 3. Fiscal Year. The fiscal year of the Association shall begin on July 1 and end on June 30 of each year.

ARTICLE XI – AMENDMENTS OF BYLAWS

Any proposal for amendment, repeal or alteration of these Bylaws, in whole or in part, shall be referred to the Executive Committee. The Executive Committee will consider the proposal and make a recommendation concerning it to the Board of Directors at least fifteen days prior to the date of the duly called Board meeting at which the proposal is to be considered by the Board of Directors. Thereafter, the proposal may be adopted by the affirmative vote of at least two-thirds of the Directors then in office. The text of any proposal so enacted shall be made known to the Membership, along with an explanation of its basis, in the next succeeding issue of the Association's periodic newsletter or journal.