Michigan FAASTeam

Article 1:    Name

The name of this corporation shall be Detroit Aviation Safety Counselors (ASCs), hereafter referred to as the ASCs. The principal office of the Corporation shall be at such place in the State of Michigan as the Board of Directors may determine from time to time.

Article 2:    Assumed Name

The Detroit ASCs shall operate as the Michigan Federal Aviation Administration Safety Team, hereafter referred to as FAASTeam.

Article 3:    Purpose

Section 1:
The purposes of the FAASTeam are to promote, foster and in every possible manner to assist in the growth and development of aviation safety in support of the Federal Aviation Administration’s (FAA) Safety Program and to participate in any activity or endeavor that will promote aviation safety and aviation education.

Not withstanding the forgoing, the powers set forth above shall be expressly limited and confined to those powers that may be exercised by a non-profit corporation that is tax-exempt under Section 501 (c) (3) of the Internal Revenue Code or the corresponding provisions of a future United States Internal Revenue Code.

No part of the funds or property of the Corporation shall inure directly or indirectly to or for the benefit of any member thereof, and no part of the activities of the Corporation shall be for the carrying on of political activities both foreign and domestic.

Section 2:
The Corporation shall have the power to disburse and distribute its funds as voluntary, gratuitous and charitable gifts to and for the benefit of the FAASTeam. The determination of the amount thereof shall rest in the absolute discretion of the Board of Directors of the Corporation.

In the event of dissolution, all assets, real and personal, shall be distributed to such organizations as are qualified as tax-exempt under Section 501(c) (3) of the Internal Revenue Code or the corresponding provision of a future United States Internal Revenue Code.

Article 4:    Objectives

Section 1:
To develop an organization with an active and involved membership that is concerned with any activity or endeavor that will promote aviation safety and aviation education programs.

Section 2:
To provide supplementary financial support for the activities of the FAASTeam and safety programs supported by the FAASTeam.

Section 3:
To aid in organizing, promoting, sponsoring and staging educational programs for the aviation industry and the community.

Section 4:
To assist in the development of community awareness of the importance of aviation to the community.

Section 5:
To organize and assist other FAASTeam organizations with special events and projects important to the Aviation Safety Program.

Article 5: Membership and Meetings

Section 1: Membership
Members shall be appointed by the FAA for a period of one year. Appointments are renewed on an annual basis.

An active member is any appointed FAASTeam Representative who is active and who participates in at least one organized activity of the FAASTeam in a given one year period.

Section 2: Disputes
In the event of any disputes as to eligibility for membership, the final decision shall rest with the Board of Directors and the FAA’s FAASTeam Program Manager(s) (FPM).

Section 3: Appointments
The FPM(s) shall appoint new members as deemed necessary and prudent under the guidelines of Chapter 2 of the Safety Team Representative Manual.

Section 4: FAASTeam Rep. Duties
FAASTeam Rep. assists the FAA in the promotion of aviation safety by activities including:

1. Providing information and guidance regarding local flying conditions to transient pilots.
2. Counseling individuals who may have exhibited potentially unsafe acts.
3. Assisting pilots, aircraft owners, and mechanics on matters pertaining to proper maintenance of aircraft and avionics equipment.
4. Counseling individuals following incidents requiring flight assistance from Air Traffic Control (ATC) personnel.
5. Assisting the FAA in transmitting safety information to pilots, aircraft    owners, maintenance facilities and mechanics.
6. Conducting proficiency flights (when appropriately rated)..
7. Providing the FAA information and assistance in establishing local airport safety committees.
8. Organizing and participating in safety meetings, workshops, and seminars.

Section 5: Meetings

A. Annual Meeting:
The Annual Meeting of the members of the Corporation shall be held in the Flight Standards District Office, Willow Run East at such place as may from time to time be designated by the Board of Directors. Preferably, the meeting shall be held the second week of February of each year for the purpose of transacting any business as may properly be brought before the meeting. Notices of the Annual Meeting shall be communicated by email to all members at least 10 days prior to the date set for the meeting.

B. Special Meetings:
A Special Meeting of the members may be held upon call of the President, with the consent of a majority of the Board, or a majority of the Board may call such Special Meeting as may be necessary for the welfare of the Corporation. Notices of Special Meetings shall be sent to all members by email at least seven (7) days prior to the date set for the meeting except those meetings where the selection of officers is to take place, then fifteen (15) days shall be required. Notices shall state the purpose of the meeting, the subjects to be considered, the date and the site of the meeting. At such meetings, only the subjects announced in the notices may be considered or voted upon. A Special Meeting may be held without notice if all members entitled to vote are present in person, or if notice of the time, place and purpose of the meeting is waived by same in writing, either before or after the holding thereof, by all members not present and entitled to vote at such meeting.

C. Monthly Meetings:
The monthly meeting shall be held the second Wednesday of each and every month, or as directed by the board with concurrence of the FPM. Such meeting data and time shall be published in the monthly Safety Line Newsletter with as much lead time as can be given. A monthly meeting may be canceled by direction of the Board of Directors with concurrence of the FPM.

D. Quorum:
A quorum for the transaction of business at general meetings shall consist of the members present, but in no case shall a quorum be less than three (3) members of the Board of Directors. If an insufficient number of members are present for a quorum, at the will of the presiding officer, a majority vote of the members present may pass a resolution or resolutions, which shall then be placed on the agenda of the next official meeting. In urgent matters, a mail vote may be requested. A quorum for board meetings shall be at least (3) members of the board.

E. Election of officers:
The election of officers shall be held at the annual meeting or at a special meeting which has been called by the Board of Directors to fill a vacancy. Such meeting must be publicized at least ten (10) days in advance by direct mail to the then current membership.

Section 6: Conduct of Meetings and Voting:
A. Robert's Rules Of Order, latest edition, will be recognized as the authority governing the meetings of the Club, its Board of Directors, and committees. Meetings of the members shall be presided over by the President, or if he/she is not present, by a Vice President, or if he/she is not present, by a Chairman to be elected at the meeting. The Secretary of the Corporation, or in his/her absence, a person chosen at the meeting, shall act as Secretary of the meeting.

B. Voting: Each active member shall have one vote. To vote a member must have participated in at least one scheduled FAASTeam activity (ie: Aviation Safety Program, Wings Weekend or participated in a scheduled event or activity sponsored by, or at the direction of, the FAASTeam) and must be present at the voting or vote electronically by means specified by the Board of Directors.

C. Order of Business: The general order of business at an Annual Meeting shall be as follows:

1. Roll Call
2. Report of the Secretary and the Treasurer:
a. The reading of any minutes not previously approved
b. The financial report
3. Report of the Auditing Committee
4. Report(s) of the Standing Committee(s)
5. Report of President
6. Old Business
7. Report of the nomination Committee
8. Election
9. Introduction of the new Board of Directors

Article 6: Officers and Directors

Section 1: Directors
The Board of Directors of the Corporation shall consist of seven (7) members. Service terms of the sitting board shall be: three (3) will serve a term of three (3) years; two (2) will serve a term of two (2) years one (1) shall serve a term of one (1) year. Thereafter all newly elected board members shall serve three (3) year terms. No Director shall serve more than two (2) consecutive terms.

A. Duties:
The corporate power of this Corporation shall be vested in the Board of Directors, who shall have management and control of the business of the Corporation and who shall employ such agents and servants as they may deem advisable to carry out the purposes of the Corporation.

B. Resignation:
A Director may resign at any time by filing his written resignation with the Secretary and/or FPM.

C. Removal:
A Director may be removed at any time by the majority vote of the members entitled to vote in the election of the Directors. Any Director shall automatically removed if he/she fails to participate in at least eight (8) scheduled meetings of the Board of Directors.

D. Vacancy:
In case of any vacancy in the Board of Directors through death, resignation, removal or other cause, the general membership shall, at the direction of the Board of Directors, elect remaining directors, by a majority vote to fill the vacancy(s). The person elected to the vacancy shall serve for the unexpired portion of the term of the person he/she replaces. Persons filling a vacated term shall be eligible to be elected for one more term.

E. Regular Meetings:
The Board of Directors shall meet on the second Wednesday of each and every month and at the time of the Annual Meeting of the Corporation.

F. Special Meetings:
Special meetings of the Board of Directors shall be held whenever called by the Secretary upon the direction of the President, or upon written request of any four (4) Directors, or by the request of the FPM(s). Seven (7) days shall be considered sufficient notice delivered in person or by mail. Sufficient notice shall be given to enable Directors to be present, or such notice may be waived by all Directors. Meetings may be held at any time by consent of the Directors.

G. Quorum:
A quorum shall consist of a simple majority of the members of the Board of Directors.

H. Organization:
The President, Vice President, Assistant Vice President, Secretary and Treasurer shall be nominated and elected from the Board. In the Absence of the Secretary, any Director may serve as Secretary of the Meeting.

I. Executive Committees:
The Board of Directors may, by resolution passed by a majority of the Board, designate two or more of their members to constitute an Executive Committee. The members of the Executive Committee shall have the authority of the Board of Directors in the management of the business of the Corporation. The President shall appoint a Fund Raising Chairman and Committee, an Editor for the Counselor’s News letter, a Web Master and Web Committee and such other committees as he may deem necessary.

J. Ex-Officio Members:
The Immediate past President of the Corporation shall serve for a one (1) year period after the term of his office to assist the new President in his duties.

Section 2: Officers
Officers of the Corporation shall be President, Vice President, Assistant Vice-President, Secretary and Treasurer; they will be elected for a one (1) year term by a simple majority of the Board of Directors. The Board of Directors shall also elect other members as it may deem necessary for the transaction of the business of the Corporation. The membership shall be notified by publishing the list of board members and its officers in the Safety Line Newsletter.

Section 3: Term of Office
The term of office for all officers shall be one (1) year or until their successors shall be nominated and elected.

Section 4: Duties of Officers
A. President - Shall call and preside over all meetings, head a committee on safety, head a committee on rules and regulations, and head a committee on facilities.. Appoint an Auditing Committee and a Nominating Committee before the Annual Meeting over which he presides, call meetings of the Board of Directors at any time, call a general meeting when such a meeting is deemed necessary by a majority of the Board of Directors, serve as a regular member of the Board of Directors for one year following the close of his term of office.

B. Vice President - Shall fulfill his duty as member of the Board of Directors and any committees to which he shall be named, act as surrogate for the President in case of absence or incapacitation, perform any other tasks assigned to him by the President and/or the Board of Directors and when necessary shall be empowered to appoint committees to assist him.

C. Assistant Vice President - Shall Chair the Fund Raising committee and assist the Vice President.

D. Secretary - Shall take minutes of all meetings, act as repository for all minutes, records and publications of the FAASTeam. All such records shall be the property of the FAASTeam, and together with all other of its property in his possession, shall be subject at all times to the inspection and control of the Board of Directors and /or the Auditing Committee. He shall handle correspondence and provide the President with an accounting of the membership’s potential number of votes.

E. Treasurer – Shall, under regulations established by the By-Laws and by the Board of Directors, be the chief fiscal office of the FAASTeam, handle all routine business, funds, checking accounts, savings accounts, special event accounts, pay bills authorized by the President or Vice President, and submit a beginning financial statement at the first general meeting and an ending financial statement at the Annual Meeting. Keep accurate books of the account of all transactions, which books shall be the property of the FAASTeam and together with all other of its property in his possession shall be subject at all times to the inspection and control of the Board of Directors and/or the Auditing Committee. He shall, whenever required, assist the Auditing Committee in the performance of its duties.

Section 5: Committees

A. Safety Committee:
The Safety Committee shall plan for and execute safety seminars for the next year.

B. The Nominating Committee (Ad Hoc.):
The Nominating Committee shall consist of from three (3) to five (5) members (inclusive) appointed by the President prior to the opening session of the Annual Meeting. It shall be the duty of the Committee to consult with the Secretary, then select from the roster of eligible members a slate of candidates for the annual election. The President, upon receiving these nominations, shall call for further nominations from the floor and shall then conduct the election. No incumbent member of the Board of Directors may serve on the committee.

C. The Auditing Committee (Ad Hoc.):
The Auditing Committee shall consist of three members appointed by the President prior to the opening session of the annual meeting. The Committee shall audit the Treasurer's financial report and shall present its findings to the membership during the business session of the meeting. No incumbent member of the Board of Directors may serve on the committee.

D. Other Committees:
In addition to the committees mentioned above, the President, or the Executive Committee by majority vote, may appoint any other committee(s) deemed essential to the welfare of the FAASTeam.

Article 7: Fiscal Year
The fiscal year of the Corporation shall commence on January 1 and shall end on December 31.

Article 8: Corporate Funds

Section 1: Funds
Funds of the FAASTeam shall be received, safeguarded and when necessary, expended by the Treasurer under regulations established by the Board of Directors. In the event that extraordinary expenditures are necessary, the Treasurer shall request the approval of the President and if FAASTeam policy is involved, the approval of the Board of Directors shall be mandatory.

Section 2: Bond
The Treasurer may be required to procure a bond, to be paid for out of the FAASTeam funds, for an amount commensurate with his/her responsibility.

Section 3: Audit
When the office of the Treasurer changes hands, the Board of Directors may, in its sole discretion, order a professional audit of the books before they are handed over to the new incumbent.

Article 9: Indemnification

Section 1: Non-derivative Actions
Subject to all of the other provisions of this article, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding. This includes any civil, criminal, administrative, or investigative proceeding, whether formal or informal (other than an action by or in the right of the corporation).. Such indemnification shall apply only to a person who was or is a director or officer of the corporation, or who was or is serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit. The person shall be indemnified and held harmless against expenses (including attorney fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its members. With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not by itself create a presumption that (a) the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation or its members or (b) with respect to any criminal action or proceeding, the person had reasonable cause to believe that his or her conduct was unlawful.

Section 2: Derivative Actions
Subject to all of the provisions of this article, the corporation shall indemnify any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor because (a) the person was or is a director or officer of the corporation or (b) the person was or is serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether or not for profit. The person shall be indemnified and held harmless against expenses (including actual and reasonable attorney fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its members. However, indemnification shall not be made for any claim, issue, or matter in which such person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined on application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.

Section 3: Expenses of Successful Defense
To the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 7.01 or 7.02 of this article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorney fees) incurred in connection with the action and in any proceeding brought to enforce the mandatory indemnification provided by this article.

Section 4: Contract Right; Limitation on Indemnity
The right to indemnification conferred in this article shall be a contract right and shall apply to services of a director or officer as an employee or agent of the corporation as well as in such person’s capacity as a director or officer. Except as provided in section 7.03 of this article, the corporation shall have no obligations under this article to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the board.

Section 5: Determination That Indemnification Is Proper
Any indemnification under sections 7.01 or 7..02 of this article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case. The corporation must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in sections 7.01 or 7.02, whichever is applicable. Such determination shall be made in any of the following ways: (a) By a majority vote of a quorum of the board consisting of directors who were not parties to such action, suit, or proceeding.
(b) If the quorum described in clause (a) above is not obtainable, then by a committee of directors who are not parties to the action. The committee shall consist of not less than two disinterested directors.
(c) By independent legal counsel in a written opinion.
(d) By the members.

Section 6: Proportionate Indemnity
If a person is entitled to indemnification under sections 7.01 or 7.02 of this article for a portion of expenses, including attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

Section 7: Expense Advance
Expenses incurred in defending a civil or criminal action, suit, or proceeding described in sections 7.01 or 7.02 of this article may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding on receipt of an undertaking by or on behalf of the person involved to repay the expenses, if it is ultimately determined that the person is not entitled to be indemnified by the corporation. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need not be secured.

Section 8: Non-exclusivity of Rights
The indemnification or advancement of expenses provided under this article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses.

Section 9: Indemnification of Employees and Agents of the Corporation
The corporation may, to the extent authorized from time to time by the board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this article with respect to the indemnification and advancement of expenses of directors and officers of the corporation.

Section 10: Former Directors and Officers
The indemnification provided in this article continues for a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of that person.

Section 11: Insurance
The corporation may purchase and maintain insurance on behalf of any person who (a) was or is a director, officer, employee, or agent of the corporation or (b) was or is serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. Such insurance may protect against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify against such liability under this article or the laws of the state of Michigan.

Section 12: Changes in Michigan Law
If there are any changes in the Michigan statutory provisions applicable to the corporation and relating to the subject matter of this article, then the indemnification to which any person shall be entitled shall be determined by such changed provisions, but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide before any such change.

Article 10: Compensation

When authorized by the board, a person shall be reasonably compensated for services rendered to the corporation as an officer, director, employee, agent, or independent contractor, except as prohibited by these bylaws.

Article 11: Amendments

Amendments. These By-Laws may be amended at any Annual or Special Meeting by majority vote of the members present and voting. The Board of Directors, by a majority vote, may hold the effectiveness of such amendment(s) in abeyance and call for a mail poll of the entire membership on the amendment(s). In such a poll, a simple majority of those voting shall be sufficient. Any amendments so proposed must be presented to the membership at least fifteen (15) days before such vote is to take place. The amendment will state the old language affected by such change and the new language proposed for vote. If no previous language exists, then the proposed language to be voted on must be sent to the membership.