As business aviation continues to evolve, opportunities and challenges for NBAA and the industry it represents are clearly in view. For example, at a rate perhaps never before seen, new aircraft, new products and services, and even new business models are emerging into the market, providing new opportunities and paving the way for the industry’s continued growth and diversification.
At the same time, business aviation is confronting a pronounced challenge, as generational and other changes raise concerns about whether a robust workforce of professionals will be available to meet the needs of the future.
These trends, in a nutshell, are the reason NBAA is proposing to update the association’s membership categories – we want to reflect today’s business aviation environment, while also providing a supportive framework for tomorrow’s industry landscape. Equally important, these changes are intended to make NBAA more welcoming, more user friendly, more open and more transparent.
Under the new structure, NBAA uses straightforward language to describe its current corporate and business voting-member categories, while also continuing to provide for-profit aviation companies an opportunity to be members.
At the same time, our newly created, non-voting professional membership category will help NBAA grow and sustain the industry’s workforce, by adding to our current ranks of contractors and sole proprietors with students, retirees, those in-between employment and others with a pervasive interest in business aviation, who want to feel even more welcome and equipped for successful professional careers.
Simply put, these adjustments are intended to more accurately reflect who is in business aviation, what they do and what their needs are, today and in the industry of tomorrow.
Under the proposed amendment, the NBAA membership includes three member types: Operating, Business and Professional.
Details of the proposed amendment can be found below. Sections without proposed changes have been omitted. You may review the complete text of the current Bylaws and the Bylaws with the proposed changes online.
The proposed amendment will be considered for approval by the NBAA membership at the Annual Meeting of Members, to be held at 2 p.m. on Oct. 17, 2018, in the Orange County Convention Center in Orlando, FL. Each Corporate and Business member is encouraged to have its representative vote at the meeting, either in person or by proxy.
CURRENT
PROPOSED
ARTICLE II – MEMBERSHIPARTICLE II – MEMBERSHIPThe Membership of the Association shall consist of Corporate Members, Business Members and Associate Members.The Membership of the Association shall consist of Operating Members, Business Members and Professional 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 1. Operating Members. Any person or entity that owns or operates aircraft, primarily not for hire, as a transportation aid in the conduct of its business or activities, is eligible for Operating Membership, if it uses pilot(s) holding the qualifications required by the appropriate regulatory authority and less than 50 percent of its total sales volume, including that of all subsidiaries and affiliates, is from products or services sold to business aviation clients. Each Operating Member shall have the right to one vote at all meetings of the Association.
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 2. Business Members. Any person or entity that has a commercial interest in business aviation and does not qualify for membership under section 1 of this Article is eligible for Business Membership. Applicants for Business Membership must be engaged in a field of endeavor whose aims are consistent with the principles and interests of the Association. A Business 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. Section 3. Professional Members. Any individual who has a pervasive interest in the field of business aviation is eligible for a Professional Membership, except that an individual who is employed by a person or entity (other than a single-employee entity wholly owned by the individual) that qualifies for membership under section 1 or 2 of this Article is eligible only if that person or entity maintains an Operating Membership or a Business Membership. A Professional 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. Section 5. Member Representative. Each Operating and Business Member shall appoint one of its officers, board members or 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 employees, an alternate to represent it temporarily in the affairs of the Association. The term “Member” as used herein, means either a Member or a duly appointed Representative or alternate.Section 5. Termination.Section 6. Termination.
[Retained current text]Section 6. Resignation.Section 7. Resignation.
[Retained current text]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. Voting Rights. Only Operating 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. Membership Dues. 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.Section 9. Assessments.Section 10. Assessments.
[Retained current text]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.Section 11. Membership Certificates. Each Member shall receive a certificate of Membership, which shall be in a form selected by the Board of Directors. ARTICLE III – AFFILIATES[Eliminated]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.[Eliminated]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.[Eliminated] ARTICLE IV – MEETINGS OF MEMBERSARTICLE III – MEETINGS OF MEMBERSSection 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 Board Chair 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 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 Board Chair upon the written request of ten (10) percent or more of the Operating 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 than fifty (50) 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 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 than fifty (50) days before the meeting, upon each Member whose name appears on the books of the Association as an Operating 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 Business Members, Professional Members 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 4. Quorum. At any meeting of the Association, unless otherwise provided by law or these Bylaws, ten (10) percent of the Operating 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 5. Voting and Ballots. At every duly called meeting at which a quorum is present, each Operating 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 6. Record Date. Unless otherwise specified in these Bylaws, the record and count of Operating 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. ARTICLE V – BOARD OF DIRECTORSARTICLE IV – BOARD OF DIRECTORSSection 1. Number of Directors; Eligibility; Composition of Board.Section 1. Number of Directors; Eligibility; Composition of Board.(1) Number of Directors.(1) Number of Directors.
[Retained current text](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.(2) Eligibility. Only an officer, member of the board of directors and/or full-time employee of an Operating 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 Business 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.(3) Composition of Board.
[Retained current text]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 2. Terms. Each Director, except for the two Business 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 4. Nominations. At least sixty (60) days prior to the date of each annual meeting of the Association, a Nominating & Governance 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 & Governance Committee, and approved by the Board, as nominees for Director. In each case, eligibility for nomination is contingent upon the Nominating & Governance 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:Section 4. Nominations. At least sixty (60) days prior to the date of each annual meeting of the Association, a Nominating & Governance Committee previously confirmed by the Board of Directors in accordance with applicable provisions of Article V shall submit to the Operating Members in good standing and entitled to vote at the annual meeting the names of eligible persons proposed by the Nominating & Governance Committee, and approved by the Board, as nominees for Director. In each case, eligibility for nomination is contingent upon the Nominating & Governance 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. Operating Members 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.(1) Each submission must be in writing and signed by the Representatives of at least ten (10) percent of the Operating Members in good standing and entitled to vote.(2) The submission must be received at the principal office of the Association at least fifty (50) days prior to the annual meeting.(2) The submission must be received at the principal office of the Association at least fifty (50) 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.(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.(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 & Governance 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.Thereafter, if the above conditions have been met, the Nominating & Governance 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 III, Section 3.Section 14. Associate Member Advisors to the Board. The Board Chair 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 14. Business Member Advisors to the Board. The Board Chair shall, subject to the approval of the Board of Directors, appoint two officers or full-time employees of Business Members to serve as Business 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. ARTICLE VI – COMMITTEES OF DIRECTORS AND OTHER COMMITTEESARTICLE V – COMMITTEES OF DIRECTORS AND OTHER COMMITTEESSection 1. Standing Committees of the Board of Directors. There shall be four standing committees of the Board of Directors, constituted as stated below:Section 1. Standing Committees of the Board of Directors. There shall be four standing committees of the Board of Directors, constituted as stated below:(1) Executive Committee.(1) Executive Committee.
[Retained current text](2) Nominating & Governance Committee. The membership of this committee shall consist of at least five (5) Directors. The chair and members shall be appointed at each annual meeting of the Board of Directors by the Board Chair 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 & Governance 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. The committee shall also nominate a candidate for the office of the Board Chair, who shall be elected by the Board of Directors.(2) Nominating & Governance Committee. The membership of this committee shall consist of at least five (5) Directors. The chair and members shall be appointed at each annual meeting of the Board of Directors by the Board Chair 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 & Governance Committee shall, in accordance with Article IV, 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. The committee shall also nominate a candidate for the office of the Board Chair, who shall be elected by the Board of Directors.(3) Audit Committee.(3) Audit Committee.
[Retained current text](4) Compensation, Investment & Succession Committee.(4) Compensation, Investment & Succession Committee.
[Retained current text]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 Board Chair and confirmed by the Board of Directors.Section 3. Tenure. Subject to the provisions of Section 9 of this Article V, 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 Board Chair and confirmed by the Board of Directors.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 chair, 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 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 chair, 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 VI, Section 3, and the minutes of the meeting shall so reflect. ARTICLE VII – OFFICERSARTICLE VI – OFFICERSSection 3. Resignation and Removal. 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.Section 3. Resignation and Removal. Any elected officer who ceases to meet the eligibility qualifications for Director, as stated in Article IV, 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.Section 7. Secretary. The Secretary shall be appointed by the Board of Directors per Article VII, Section 2, 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 Board Chair or the Secretary may from time to time determine.Section 7. Secretary. The Secretary shall be appointed by the Board of Directors per Article VI, Section 2, 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 Board Chair or the Secretary may from time to time determine. ARTICLE XI – AMENDMENTS OF BYLAWSARTICLE X – AMENDMENTS OF BYLAWSSection 1. Amendment by Members. Any proposal for amendment, repeal or alteration of these Bylaws, in whole or in part, that includes any provision requiring member approval under the Act, shall first be considered by the Board of Directors. Upon the affirmative vote of a majority of the Directors then in office, the proposal may thereafter be adopted at an annual or special meeting of the Association in accordance with Article IV of these Bylaws.Section 1. Amendment by Members. Any proposal for amendment, repeal or alteration of these Bylaws, in whole or in part, that includes any provision requiring member approval under the Act, shall first be considered by the Board of Directors. Upon the affirmative vote of a majority of the Directors then in office, the proposal may thereafter be adopted at an annual or special meeting of the Association in accordance with Article III of these Bylaws.
International Business Aviation Council Ltd.