Table of Contents
Article 1 – General
Section 1.1 – Name
Section 1.2 – Governance
Section 1.3 – Definitions
Section 1.4 – Principal Office
Article 2 – Purposes
Article 3 – The Certified Aviation Manager Governing Board
Section 3.1 – Composition
Section 3.2 – Qualifications for CAMGB Directors
Section 3.3 – Terms of Office, Nomination, and Selection of CAMGB Appointed and Elected Directors
Section 3.4 – Public-at-Large and Organizational CAMGB Directors
Section 3.5 – Limitations on Terms of the CAMGB Directors
Section 3.6 – Vacancies and Removals of CAMGB Directors
Section 3.7 – Notice
Section 3.8 – Confidentiality and Conflicts of Interest
Article 4 – Authority of the CAMGB
Section 4.1 – Authority and Responsibility
Section 4.2 – Limitations
Section 4.3 – Compensation
Section 4.4 – Indemnification
Article 5 – CAMGB Meetings
Section 5.1 – Call of Meetings
Section 5.2 – Agenda
Section 5.3 – Quorum
Section 5.4 – Voting
Section 5.5 – Rules of Order
Section 5.6 – Minutes
Article 6 – Officers
Section 6.1 – Officers
Section 6.2 – Election, Qualification, and Terms of Office
Section 6.3 – Officer Nominations
Section 6.4 – Duties of Officers
Section 6.5 – Officer Vacancies
Section 6.6 – Bonding of Officers and Employees
Article 7 – Administration
Section 7.1 – Appointment of an Administrative Director
Section 7.2 – Authority and Responsibility
Article 8 – Financial Management
Section 8.1 – Fiscal Year
Section 8.2 – Budget
Section 8.3 – Oversight and Financial Responsibilities
Section 8.4 – Deposit of Funds
Section 8.5 – Audit
Article 9 – Committees
Section 9.1 – Membership and Chairs
Section 9.2 – Standing Committees
Section 9.3 – Supervision
Section 9.4 – Vacancies
Article 10 – Amendments to Bylaws
Bylaws of the CAM Governing Board
Article 1 – General
Section 1.1 – Name
The name of the organization shall be the Certified Aviation Manager Governing Board, referred to herein as the CAMGB, the certification body affiliated with the National Business Aviation Association (NBAA) that seeks to measure and recognize competence in those areas pertinent to the certification of business aviation professionals.
Section 1.2 – Governance
The affairs of the organization shall be carried out through the CAMGB, which shall have the authority, responsibilities and limitations conferred herein and by statute. The CAMGB is currently an autonomous certification board within the NBAA. Notwithstanding CAMGB’s corporate status, it is the undeviating policy of the CAMGB that it is and shall remain independent and autonomous with respect to all decisions related to the certification process, including eligibility, passing scores, certification determinations, re-certification, and appeals. In connection with incorporation of the CAMGB and following the passage of time as elections proceed, certain provisions of these Bylaws may be amended to be consistent with the current status and development of the CAMGB.
Section 1.3 – Definitions
A Certified Aviation Manager (CAM) meets the CAMGB standards and qualifications necessary for professional aviation management and/or for the safe, efficient transportation of passengers and products.
CAM Annual Meeting is defined as the public business meeting that occurs in conjunction with the NBAA Annual Meeting and Convention in the fall of every year.
Section 1.4 – Principal Office
The principal office of the CAMGB shall be in the Washington, D.C. metropolitan area. The CAMGB may have such other offices as it may from time to time determine necessary.
Article 2 – Purposes
The purposes of the CAMGB are as set forth in the Articles of Incorporation, including but not limited to the following:
(a) To promote the interests of stakeholders by establishing and promoting requirements, standards, and procedures pertaining to the certification and re-certification of aviation professionals (including the development and administration of certification examinations);
(b) To promote the interests of stakeholders by providing credentials to those aviation professionals who satisfy all certification eligibility criteria and successfully complete a certification examination and for those continuing CAMs who fulfill re-certification requirements established by the CAMGB;
(c) To promote the interests of stakeholders by establishing programs that support reliance on the CAMGB’s credentials by individuals, employers, the general public and regulatory bodies;
(d) To promote the interests of stakeholders by adopting and implementing a system for the withdrawal of certification status by the CAMGB from any CAM when it is determined that such certification was obtained or continued through fraud, misrepresentation, violation of one or more of the CAMGB’s requirements or that a criminal or ethical violation established by competent authority or otherwise brought to the attention of the CAMGB does, in the sole judgment of the CAMGB, render the holder unsuited to hold the CAMGB’s certification;
(e) To acquire, develop, disseminate and preserve information related to the functions, responsibilities and accomplishments of the CAMGB;
(f) To perform other activities that may be approved by the CAMGB, so long as those activities are for purposes described by Section 501(c)(6) of the Internal Revenue Code are in compliance with other statutes of the U.S. Government, the District of Columbia and other applicable law and enhance the purpose(s) of the organization described in Article 2.
Article 3 – The Certified Aviation Manager Governing Board
Section 3.1 – Composition
(a) With the exception of the initial CAMGB listed in paragraph 3.1(c), the CAMGB shall consist of up to fifteen CAMGB Directors, as follows:
1.) Seven Directors, who shall be CAMs, and elected as provided in Section 3.3 of these Bylaws;
2.) Four Directors, who shall be appointed by the NBAA Board of Directors;
3.) Three Directors, who shall be elected by the CAMGB as provided in Section 3.4 of these Bylaws;
4.) The Administrative Director, who shall serve as a non-voting ex-officio Director and in accordance with Article 7 of these Bylaws (but is not subject to the qualifications for other Directors under Section 3.2 below).
(b) All Directors other than the Administrative Director shall have the right to vote on all CAMGB matters.
(c) The initial CAMGB shall consist of up to fifteen Directors. The NBAA Board of Directors shall appoint fourteen of the Directors. The NBAA Board of Directors will designate seven of the fourteen appointed Directors to initially hold “Elected” Director positions, four to hold “Appointed” Director positions, two to hold Organizational Director positions (who shall meet the requirements of 3.4(c) and (d) of these Bylaws), and one to hold the Administrative Director position (who shall thereafter serve in accordance with Article 7 of these Bylaws). The Public-At-Large Director shall be elected as the fifteenth Director in accordance with Section 3.4(a) of these Bylaws. The Administrative Director shall act as Chairman of the CAMGB until the CAMGB Officer positions are filled in accordance with Article 6 of these Bylaws.
Section 3.2 – Qualifications for CAMGB Directors
Except for the CAMGB Director nominees in paragraph 3.4, and the Administrative Director’s position, any business aviation professional who is in good standing with the CAMGB shall be eligible for nomination and election as a CAMGB Director in accordance with paragraph 3.1, provided he/she:
1.) Has held a CAM certification for at least one (1) year prior to commencement of the term for which nominated (except for the initial CAMGB Directors) and;
2.) Does not hold an elected or appointed position, or any employment the CAMGB, in its sole discretion, determines to be a conflict of interest.
Section 3.3 – Terms of Office, Nomination, and Selection of CAMGB Appointed and Elected Directors
(a) The initial CAMGB Directors shall be those individuals named in the Articles of Incorporation who shall serve, without regard to the certification requirement of Section 3.2 of these Bylaws, through the second, third or fourth annual meeting of the CAMGB after their appointment, depending on the term of their appointment (as determined by the NBAA Board of Directors). The seven initially appointed Directors holding “elected” Director positions will be assigned one to a one-year term and three each to a two-year and a three-year term (as determined by the NBAA Board of Directors). Two of the four initially appointed Directors holding “appointed” Director positions will serve a two-year term while the others will serve a three-year term (as determined by the NBAA Board of Directors). Initially appointed Directors in the “elected” positions may be re-elected subject to the requirements and limitations of Sections 3.2 and 3.5 of these Bylaws. The re-election of all other initially appointed Directors is subject only to the limits imposed by Section 3.5 of these Bylaws.
(b) Nomination for election to any open term as an elected CAMGB Director may be made in writing to the Chair or Administrative Director by any Director or any CAM at least sixty (60) days prior to a meeting [e.g., NBAA convention] announced to fill that term, and such nominee, if eligible, shall be considered for election at that meeting, providing his/her written consent was received at least thirty (30) days in advance of the meeting.
(c) Except for the initial CAMGB in para 3.1c, an appointed or elected CAMGB Director shall serve a term of three years.
(d) Vacancies of appointed CAMGB Directors shall be filled by appointment of the CAMGB appointing authority for the balance of the un-expired term.
(e) Elected CAMGB Directors shall take office at the end of the meeting at which elected and serve through the end of the third Annual Meeting of the CAMGB thereafter.
(f) Vacancies of elected CAMGB Directors that occur between elections shall be filled for the balance of their un-expired term by an affirmative vote of seven or more Directors.
(g) Elections shall be conducted at the second Annual Meeting of the CAMGB and at each subsequent Annual Meeting. Election shall be by a plurality of Directors and CAMs voting in person, by telephone, by other electronic media or by mail.
Section 3.4 – Public-At-Large and Organizational CAMGB Directors
(a) The Directors shall elect an individual to fill the one Public-At-Large Director position. Thereafter, as vacancies occur, Directors shall elect individuals to fill the following positions on the CAMGB:
1.) One Public-At-Large Director; and
2.) Two Organizational Directors representing the aviation related academic community, business aviation employers or business aviation related companies/organizations.
(b) Any member of the public who is in a position to use or benefit from the services of a CAM shall be eligible for election as a Public-At-Large Director.
(c) Any policy management level staff member of a business aviation employer, or a business aviation related company/organization, or a member of the aviation related academic community shall be eligible for election as an Organizational Director.
(d) No Public-At-Large or Organizational Director shall be a CAM nor have any employment or supervisory relationship with any other Director (except the initial Organizational Directors). All Public-At-Large and Organizational Directors shall be members in good standing in their respective communities and companies.
(e) The terms of office for Public-At-Large and Organizational Directors shall be three years except that one initial Organizational Director shall serve through the second Annual Meeting following election, and the initial Public-At-Large Director shall serve through the third Annual Meeting following election.
Section 3.5 – Limitations on Terms of the CAMGB Directors
Directors shall be eligible for appointment or election to the CAMGB for not more than two consecutive terms. For the purposes of this Section, an initial term of any length shall be considered a full term, except that the completion of an un-expired portion of a term shall not be considered a full term.
Section 3.6 – Vacancies and Removals of CAMGB Directors
A Director may be removed for good cause, including but not limited to violation of the CAMGB’s policies or rules, by an affirmative vote of seven Directors at any meeting for which notice has been provided that such removal would be an item of business. The resulting vacancy on the CAMGB shall be filled in accordance with Section 3.3 of these Bylaws.
Section 3.7 – Notice
(a) Notice of any meeting at which an election will take place, shall be sent at least sixty (60) days in advance to all Directors and to all CAMs in good standing, by mail or other means permissible under applicable law, at their respective addresses as they appear in the CAMGB’s records.
(b) Notice of any meeting of the CAMGB shall be given at least thirty (30) days in advance of the meeting and delivered personally, by mail or electronic transmission to each Director at their address as it appears in the CAMGB’s records. Any Director may waive notice of a meeting.
(c) Notice of any meeting shall state the purpose and/or the items of business to be conducted.
Section 3.8 – Confidentiality and Conflicts of Interest
(a) At the time of consenting to appointment or nomination as a Director, each appointee or nominee shall sign an agreement stating that, if selected, they will not disclose any confidential information of the CAMGB. Each appointee or nominee shall further agree that during service as Director, they will fully and promptly disclose to the CAMGB in writing, any existing or potential conflict of interest they may have, of a personal, professional, business or financial nature.
(b) After full disclosure, the CAMGB shall determine whether or not the Director shall be recused from voting on any matter involving a conflict. Breach of either the confidentiality or conflict of interest agreement shall constitute sufficient cause for a Director’s removal from office pursuant to Section 3.6 of these Bylaws.
Article 4 – Authority of the CAMGB
Section 4.1 – Authority and Responsibility
(a) The CAMGB shall have sole and complete authority, supervision, control and direction of its affairs, committees, finances and publications; shall determine its policies, rules and changes therein; shall promote its objectives; may employ an Administrative Director and such other employees as it deems necessary; and shall supervise the disbursement of its funds. It may enter into contracts and bring suit or be sued.
(b) The CAMGB may adopt such procedures, rules and regulations for the conduct of its business as it shall deem advisable and may from time to time delegate or rescind the delegation of certain of its authorities and responsibilities to the Chair, the Administrative Director or others.
(c) The CAMGB shall prepare an annual statement of the principal accomplishments of the CAMGB and its financial operations. This statement shall be available to all Directors and CAMs.
Section 4.2 – Limitations
(a) The CAMGB shall neither waive the requirement of successful completion of a certification examination as a condition of certification nor establish any requirement for a certification of any individual that is different from the requirements for the certification established for all individuals (except as deemed appropriate by the NBAA Board of Directors during the initial creation and composition of the CAMGB).
(b) No part of the net income of the CAMGB shall inure to the benefit of, or be distributed to any Director, officer or any other individual as such benefit is determined under Section 501(c)(6) of the Internal Revenue Code, with the exception of reimbursement of reasonable expenses as described in Article 7 and Section 4.3 of these Bylaws.
(c) The CAMGB shall adopt policies and procedures that, in its sole judgment, meet all requirements of the District of Columbia and federal law, including the U.S. Federal Americans with Disabilities Act and all relevant provisions of the Standards for Educational and Psychological Testing (AERA, 1999) or other applicable law, guidelines or requirements for certification boards.
Section 4.3 – Compensation
Directors and officers (except the Administrative Director as provided in Article 7 of these Bylaws) shall not receive any compensation for their services but, by resolution of the CAMGB, may be reimbursed for the expense of attendance at meetings and other functions or expenses associated with the CAMGB.
Section 4.4 – Indemnification
The CAMGB shall indemnify all officers, Directors, committee members and employees of the CAMGB to the full extent permitted by law and shall provide insurance for such indemnification to the extent determined from time to time by the CAMGB.
Article 5 – CAMGB Meetings
Section 5.1 – Call of Meetings
Meetings shall be held at least annually at the call of the Chair. The Chair may also call a meeting at any time, with proper notice, and must call a meeting of the CAMGB upon the written request of four or more Directors; the agenda thereof must include, as a minimum, the items of business requested by those Directors.
Section 5.2 – Agenda
The Chair shall present an agenda to the CAMGB at the beginning of each CAMGB meeting. Any Director who wishes to place additional items on the agenda shall so notify the Chair, who shall submit that item for a vote, as to inclusion, to the CAMGB.
Section 5.3 – Quorum
At all meetings of the CAMGB, a quorum shall consist of seven Directors present either in person, by telephone or by other electronic media by which all participating may hear one another. All actions of the CAMGB shall be taken by affirmative vote of seven or more Directors. A simple majority of any CAMGB Committee will constitute a quorum for that committee for a meeting.
Section 5.4 – Voting
At all meetings or recess actions of the CAMGB, Directors may participate and vote by telephone or other electronic media by which all participating may hear one another. Voting for elections may be conducted in person, by telephone, other electronic media or by mail. Actions taken by mail, telephone, other electronic media or by mail shall be valid actions of the CAMGB and shall be reported at the next meeting of the CAMGB and recorded in the minutes thereof. Voting by proxy will not be accepted.
Section 5.5 – Rules of Order
The CAMGB may establish rules of order for the conduct of its meetings. Where no applicable rule has been so adopted, the rules of order in the current edition of Robert’s Rules of Order, Revised shall govern.
Section 5.6 – Minutes
The Secretary shall maintain a written record of attendance and all actions taken at CAMGB meetings or by the CAMGB at other times.
Article 6 – Officers
Section 6.1 – Officers
The officers of the CAMGB shall be a Chair, Vice Chair and Secretary/Treasurer, who shall be elected by the affirmative vote of seven or more Directors voting at a meeting for which notice of such election has been given. The Administrative Director shall be a non-voting, ex-officio officer of the CAMGB.
Section 6.2 – Election, Qualification, and Terms of Office
(a) The officers of the CAMGB shall be elected from among the Directors and each shall continue to serve as an officer only as long as they continue to serve as a Director. Officers may be elected to fill a vacant position for a full or remaining partial term.
(b) All Directors, except the Public-At-Large, Organizational Directors and Administrative Director shall be eligible to serve as Chair, Vice Chair and Secretary/Treasurer. Following the term of the initial officers (or replacement officers for un-expired terms) all elected officers will be CAMs.
(c) The Administrative Director shall supervise officer elections; these elections shall be by secret ballot.
(d) The terms of office shall commence at the conclusion of the meeting at which elected and shall expire upon the conclusion of the Annual Meeting ending their current term as officer or upon conclusion of the second Annual Meeting following the election, whichever is shorter (except that the initial officers shall serve upon election and the initial Secretary/Treasurer shall serve through the second Annual Meeting following commencement of their term. ) All other officers initially elected would serve through the third annual meeting following commencement of their term.
Section 6.3 – Officer Nominations
Any Director, prior to the commencement of the election may nominate candidates for the CAMGB officer positions. A nomination for an officer position may also be made by signature referendum from the CAMs. Such nominations require signatures from 10% of the CAMs, for a population of up to and including 1000 CAMs; 5% of the CAMs, but in no case less than 100 signatures, for a population of up to and including 5000 CAMs; and 300 signatures for a CAM population greater then 5000. Such nominees shall be considered for election upon receipt by the CAMGB of the non-disclosure agreement described in Section 3.8 of these Bylaws and the consent of the nominee.
Section 6.4 – Duties of Officers
(a) Subject to such limitations as prescribed herein, and to such limitations as the CAMGB may from time to time prescribe, the officers shall each have such responsibilities and duties as may be conferred by the CAMGB or by the Chair. The Chair shall preside over meetings of the members, the CAMGB and the Executive Committee.
(b) The Chair shall preside at annual meetings of the membership and the CAMGB as well as other appropriately scheduled meetings and shall initiate and carry out appropriate administrative tasks as directed by the CAMGB. The Chair shall countersign all written contracts and other legal obligations with the exception of checks or other forms of payment, as initiated by the Administrative Director and authorized by the CAMGB.
(c) The Vice Chair shall assist the Chair in the performance of their duties and preside in the absence of the Chair.
(d) The Secretary/Treasurer shall keep the minutes of all meetings of the CAMGB and the membership, and assure all notices are duly given in accordance with these Bylaws or as required by law. The Secretary/Treasurer shall be responsible for the control of all funds collected and disbursed by the CAMGB and shall provide a report of the organization’s financial condition at the Annual Meeting and at other meetings, upon request by the CAMGB. The Secretary/Treasurer shall be authorized to sign all checks for disbursement on behalf of the CAMGB and may delegate authority for signing of checks to the Administrative Director. The Chair may sign checks for the CAMGB in the absence of the Secretary/Treasurer. The Secretary/Treasurer shall be responsible for the oversight of the financial condition of the CAMGB and will prepare, with input from the Executive Committee, the annual budget for approval by the CAMGB. The Secretary/Treasurer shall make appropriate recommendations to the CAMGB concerning all grants and donations solicited by and/or offered to the CAMGB.
Section 6.5 – Officer Vacancies
In the event of a vacancy in the position of Chair, the Vice Chair shall become Acting Chair until the next regular or special meeting of the CAMGB. In the event of a vacancy in other positions, the Executive Committee may appoint a current CAMGB member until the next regular or special meeting of the CAMGB. At the next regular or special meeting of the CAMGB, the CAMGB shall fill such vacancy by electing a replacement in accordance with Article 6 of these Bylaws.
Section 6.6 – Bonding of Officers and Employees
Officers and employees shall be bonded at the discretion and at the expense of the CAMGB.
Article 7 – Administration
Section 7.1 – Appointment of an Administrative Director
The CAMGB may employ a salaried executive who shall have the title of Administrative Director and shall serve at the pleasure of the CAMGB and whose conditions of employment shall be specified by the CAMGB.
Section 7.2 – Authority and Responsibility
(a) The Administrative Director shall manage and direct all operational and administrative activities of the CAMGB including but not limited to the execution of contracts, management of office operations, development of certification information, liaison to other associations and other activities, all subject to policies and procedures established by the CAMGB.
(b) The Administrative Director shall supervise elections, serve as a custodian of the corporate records and maintain a file of the official minutes of all called meetings of the membership, the CAMGB, the Executive Committee and all standing committees or other committees/task forces. The Administrative Director shall perform the functions of the business manager to include collection and disbursement of funds along with the maintenance of records of such transactions. In addition, the Administrative Director shall perform other duties as may be assigned by the CAMGB or the Executive Committee.
(c) The Administrative Director shall serve without vote as an ex-officio member of the CAMGB. Unless otherwise specified in these Bylaws, the Administrative Director shall also serve without vote as an ex-officio member of all CAMGB committees, councils and task forces.
Article 8 – Financial Management
Section 8.1 – Fiscal Year
The fiscal year and budget of the CAMGB shall begin on July 1 of each year and end on June 30 of the succeeding year.
Section 8.2 – Budget
The CAMGB shall approve an annual budget for the operation and activities of the CAMGB.
Section 8.3 – Oversight and Financial Responsibilities
The CAMGB shall be responsible for the financial management of the CAMGB and will review and evaluate reports and activities of the Secretary/Treasurer, Administrative Director and the Budget and Finance Committee to assure sound financial practices. The CAMGB shall have the power to sue and be sued, to purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, and otherwise dispose of all or any part of its property and assets; to lend money to and otherwise assist its employees other than its officers and Directors; to make contracts and incur liabilities, borrow money at such rates of interest as the Corporation may determine, issue its notes, bonds, and other obligations, and secure its obligations by mortgage or pledge of all or any of its property, franchises and income; to conduct its affairs, carry on its operations, hold property, and have offices and exercise the powers granted by this charter in any part of the world; to elect or appoint officers and agents of the Corporation, and define their duties and fix their compensation; to make and alter Bylaws, consistent with its Articles of Incorporation or with the laws of the United States of America and the District of Columbia, for the administration and regulation of the affairs of the Corporation. Notwithstanding the above, the CAMGB shall not engage in business or other activity which is not in the furtherance of and exclusively for its stated professional purposes, and which may jeopardize its status as an Internal Revenue Service 501(c)(6) Corporations under the provisions of the Internal Revenue Code.
Section 8.4 – Deposit of Funds
The funds of the organization shall be deposited in such depositories as may be approved by the CAMGB or the Executive Committee, but such deposition authority may be delegated to the Administrative Director
Section 8.5 – Audit
In any fiscal year when the organization’s income exceeds the gross amount of $200,000, a certified public accountant or firm shall audit the finances of the CAMGB, and such auditor or firm shall submit a written report following the end of each such fiscal year. Copies of the written report shall be provided to the officers and shall be available to each member of the CAMGB. Summaries of the audit report shall be circulated to each member of the CAMGB.
Article 9 – Committees
Section 9.1 – Membership and Chairs
The CAMGB may establish and except as provided in Section 9.2 of these Bylaws, the Chair may appoint members and chairs of committees, task forces, councils, and other groups to assist in carrying out the purposes and activities of the CAMGB, subject to approval of the CAMGB. In addition, except as stated in Section 9.2 of these Bylaws, it is not required that the membership of any committees, task forces, councils, and other groups be made up of Directors or CAMs, nor that the chairs of such groups be Directors, however, each such member must sign a non-disclosure agreement in line with those of CAMGB Directors as specified in Section 3.8 of these Bylaws.
Section 9.2 – Standing Committees
(a) The CAMGB shall have as a minimum, the following standing committees: (1) Executive Committee, (2) Nominating Committee, (3) Bylaws and Standards Committee, (4) Budget and Finance Committee, and (5) Test Committee.
(b) The Chair shall be a voting member of all standing committees and counted toward the quorum of any committee meeting they attend, but not counted against the committee requirements described in these Bylaws. The Vice Chair shall be an official voting member of all standing committees on which they are required to serve as provided in these Bylaws, and shall be an ex-officio non-voting member of all other standing committees. The Administrative Director shall be an ex-officio, non-voting member of all committees. The Chair or CAMGB may assign to these standing committees, responsibilities in addition to those specifically listed in these Bylaws. Action that requires CAMGB approval, taken by any Committee, will be submitted in writing to the Chair prior to the next meeting of the CAMGB. Reports of each Committee meeting shall be promptly prepared and submitted to the CAMGB for its review.
(c) The Executive Committee shall consist of the officers, as specified in Article 6, in addition to the immediate Past Chair, whose term shall run for a period of two years provided they remain a member of the CAMGB. If the immediate past chair is unwilling, ineligible or otherwise unavailable for membership on the Executive Committee, the CAMGB Chair can appoint a current director to that position. The Administrative Director shall serve as an ex-officio non-voting member of the Executive Committee. Any three members of the Executive Committee shall constitute a quorum. The Executive Committee shall be responsible for conducting routine business on behalf of the CAMGB during the period of time between the meetings of the CAMGB, and any other matters the CAMGB may delegate to the Executive Committee during any regular or special meeting of the CAMGB. The Chair, who also chairs the Executive Committee, shall call meetings of the Executive Committee. Minutes of each Executive Committee meeting shall be promptly prepared by the Secretary and forwarded by the Administrative Director to the Committee and the CAMGB.
(d) The Nominating Committee shall be composed of the Chair and three members, and include whenever possible, one past officer of the CAMGB and two Directors. The Chair shall appoint the chairperson of the committee. All of the initial members and the balance of future members of the Nominating Committee shall be appointed by the Chair before the Annual Meeting, to serve a term of one (1) year. The Nominating Committee shall carry out its duties such that the required list of officer and director nominees will be presented to the CAMGB Certificants at least sixty (60) days prior to the Annual Meeting or any meeting at which an election will occur. .
(e) The Bylaws and Standards Committee shall report directly to the CAMGB and shall be chaired by the Vice-Chair and shall include, as a minimum, three additional Directors (not serving on the Testing Committee) appointed by the Chair, for a term of one (1) year or until replaced. For continuity, one or all of the members may serve consecutive terms at the discretion of the Chair. The Bylaws and Standards Committee shall be responsible to the CAMGB for preparing proposed, necessary, and desirable changes to these Bylaws. Additionally, this committee shall review annually the standards for attaining the certification, respond to grievances, and serve an ombudsman role for the CAMGB.
(f) The Budget and Finance Committee shall report directly to the CAMGB and shall consist of the Secretary/Treasurer, the Administrative Director, the Public-At-Large Director and one other Director appointed by the Chair. The Secretary/Treasurer shall chair the committee and the Administrative Director shall be responsible for the recording of minutes. The Budget and Finance Committee shall prepare the annual budget for consideration by the CAMGB. The Budget and Finance committee shall monitor the financial affairs of the CAMGB, make recommendations to the CAMGB, and perform other duties as the CAMGB may determine from time to time.
(g) The Testing Committee shall report directly to the CAMGB. It shall consist of one Organizational Director and four other Directors as well as other qualified candidates appointed by the Chair of the CAMGB. The Chair of the CAMGB shall appoint Directors from the CAMGB to makeup the Testing Committee and appoint Directors from the CAMGB to makeup the Testing Committee and appoint the Chair of the Testing Committee from among the Directors appointed to the Testing Committee. The Testing Committee shall be responsible for developing and preparing the test questions and test composition. Each year, this Committee shall review the test development, administration process and scoring process, and where appropriate, recommend to the CAMGB such changes as may be needed to maintain and promulgate the CAM program. The Testing Committee may also establish ad hoc subcommittees to meet these requirements.
Section 9.3 – Supervision
The Administrative Director shall monitor actions of CAMGB committees and other groups, and shall recommend to the CAMGB on a regular basis the creation, dissolution, and consolidation of these groups.
Section 9.4 – Vacancies
Unless otherwise provided for in these Bylaws, each committee appointment is intended to be for a three (3) year term, or until a successor is appointed, with approximately one-third of the members of each committee rotating off the committee each year. In the event of a resignation of a committee member, or if a committee member cannot otherwise complete the elected term on a Standing Committee, (except in the case of an officer of the CAMGB or any special committee), a new committee member shall be appointed by the Chair to complete the un-expired term.
Article 10 – Amendments to Bylaws
Any Director or CAM in good standing may propose amendments to, or repeals of, elements of these Bylaws. Amendments to, or repeals of, elements of these Bylaws shall be adopted by the CAMGB after approval by vote of the CAMGB at an Annual Meeting or any other meeting of the CAMGB except for changes acted upon at the initial meeting of the CAMGB, provided that: written notice of proposed Bylaws changes has been sent to the Administrative Director for receipt not less than 30 days prior to such meeting, and the Administrative Director has distributed the proposed changes to each Director for receipt not less than 15 days prior to the meeting at which the proposed changes are considered by the CAMGB.
International Business Aviation Council Ltd.