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March 21, 2009
The following Bylaws have been enacted to establish principles of conduct consistent with the rights of the Utah Soaring Association, Inc. and its members. All statutes, regulations or amendments contained herein shall be considered legal and binding.
Article One -- Name and Principle Office
The name of this corporation shall be Utah Soaring Association, Inc. with its principle office in Salt Lake County in the state of Utah, at the residence of the then existing Secretary of the Association. Its mailing address at the time of this revision of the bylaws is P.O. Box 980816, Park City, Utah 84098.
Article Two -- Purpose
The purpose of this Association shall be to provide flying facilities for its members on a nonprofit basis and to encourage their training and interest in soaring.
Section 2It shall also be the aim of this Association to promote gliding and soaring locally and nationally.
Article Three -- Membership
Membership in the Association shall consist of six classes: Active, Associate, Family, Affiliate, Inactive, and Instructor.
New members of any class may be admitted to the Association upon the affirmative vote of 100% of the Board of Directors.
Active Members: Those who have been accepted into membership by the Board of Directors, pay their initiation fee and monthly dues, hold the status of Active Member. Active Members are entitled to vote on Association matters, hold office and have unrestricted use of Association equipment as regulated by Bylaws and Flight Rules of the Association.
Associate Members: Owners of, or part-owners of a sailplane, with a maximum limit of three (3) part-owners, other than club equipment may join the Association under the same terms as Active Members and with the same privileges, i.e. voting, right to hold office, use of gliders, etc., with the exception that no monthly dues shall be paid. Instead, the Associate Member will pay the original initiation fee and an annual nominal payment established by the Board of Directors to defray mailing and Association activity costs and to support the promotion of soaring in Utah. The use of Association gliders by Associate Members shall be limited to 14 hours per year and any additional use shall be paid for at an hourly rate established by the Board of Directors.
Family Members: Members of an Active or Associate Member's family (spouse or children) may hold the status of Family Member with the same privileges as an Active Member. Those who have been accepted by the Board of Directors as Family Members will pay no initiation fee but will pay the regular monthly dues as established for Active Members.
Affiliate Members: Persons interested in soaring and Association activities and who through their support wish to help to further the promotion of the Association and soaring in Utah, may participate as Affiliate Members. A nominal annual fee established by the Board of Directors will add their name to the mailing list for newsletters and invitations to Association activities. Affiliate Members do not have voting or flying privileges.
Inactive Members: Any member, in good standing, may change his status to Inactive Member (one time only) by stating his desire in writing to do so and having dues paid up until the date of requesting Inactive Membership. The following rules apply to this status:
- An Inactive Member pays no dues, he may not vote, hold office, or operate any Association equipment.
- His status is still a member in the Association. However, he is dropped from the roster and mailing list until reinstated as Active or Associate Member.
- He may be reinstated as a full member after a minimum of nine (9) months, upon written statement of intent, payment of the current months dues, and provided that a membership is available; that is, if the number of members would not exceed the legal maximum. If the membership roster is full, his name is placed at the head of the list but behind any inactive already waiting for reinstatement.
- Following reinstatement, a check-ride by a CFIG is required prior to operating club equipment.
Instructor Members: Non-voting members whose flying privileges in Association equipment are limited to providing flight instruction to Association members who are in good standing. No other flying privileges are granted to members of this class. Instructor members pay no initiation fee, and are not required to pay monthly dues. Membership in the association, under the Instructor class, automatically expires after a twelve (12) month period, and can be revoked by the Board of Directors at any time. Renewal of an Instructor Membership, upon expiration or revocation, is at the option of the Board of Directors.
Active, Associate, and Family Members in good standing shall be entitled to participate in all Association activities and to utilize all Association equipment, subject to such rules and regulations provided in the Association Bylaws and Flight Rules. A person duly accepted to the Association shall be deemed an Active, Associate or Family Member upon payment of the initiation fee (except for Family Member) as determined by the Board of Directors and upon signing a release of claims against the Association.
A minor must have the written consent of his parents or guardian to be elected to membership in the Association, and the parents or guardian and the minor must sign the Association's release of claims before flying in Association equipment. >
Article Four -- Meetings
Section 1Annual Meeting:
- One annual meeting of the members shall be held near the end of each year at a time and place to be determined by the Board of Directors, for the purpose of reviewing the reports of the Association, for the election of Officers for the following year and for such other business as may properly be presented.
- Notice of the annual meeting shall be mailed to all members by the Secretary not less than fifteen (15) days before the meeting. The Notice shall set forth the time, place and agenda of such meeting.
Other Meetings: Other meetings may be held as scheduled by the Board of Directors.
Section 3Special Meetings:
- Special meetings of the members may be called at the discretion of the President, or a majority of the Directors, or by written petition of at least one-fourth (1/4) of the Active and Associate Members. It shall be the duty of the Secretary to call such meetings within ten (10) days after such demand.
- No business other than specified in the notice of the meeting will be transacted at any special meeting of the Association.
- If all Active and Associate Members shall be present at any meeting, any business may be transacted without previous notice.
Quorum: The presence in person or by written proxy of a majority of the Active and Associate Members of the Association is necessary to constitute a quorum at each annual or special meeting. In the event that a quorum is not present at any meeting, the members present may adjourn the meeting to a later date not less than seven (7) days thence and give notice thereof to all members. The presence of members holding in excess of thirty (30) percent, including written proxies, of the total votes of the Active and Associate membership shall constitute a quorum for the transaction of Association business. In the event that a quorum is not present at the subsequent meeting, the members of the quorum present may adjourn the meeting to a later date not less than seven (7) days thence, and give notice thereof to all members. The members present at the second subsequent meeting shall constitute a quorum for the transaction of Association business.
- Each Active, Family, and Associate Member in good standing is entitled to one vote.
- Each such member in good standing may designate any other Active, Associate or Family Member as proxy provided written authorization shall be dated and shall be valid for only one meeting. A member may accumulate and vote no more than two (2) proxies at any one meeting.
- A majority vote of the members present or by proxy is controlling unless otherwise specified in these Bylaws.
Article Five -- Board of Directors
The Board of Directors shall be composed of six (6) members: The four (4) Executive Officers of the Association, the Flight Operations/Safety Officer, and the Maintenance Committee Chairman.
Section 2Duties and Powers:
- The government of the Corporation shall be vested in the Board of Directors, who shall have the power to make all necessary contracts, to borrow money, to secure the same by mortgage, or deed of trust to the property of the Corporation, and as evidence of the indebtedness secured by such mortgage or deed of trust, to issue bonds therefore, to pay and discharge all debts, and do all matters and things necessary, or incident to, or in aid of, the carrying out of the aim and purpose of the Corporation; and they shall have the charge and control of all its property, and may levy assessments upon the members in the manner and subject to such rules, regulations and restrictions provided in the Bylaws.
- Any assessment recommended by the Board of Directors must be approved by a three-fourths (3/4) vote of the entire active membership before becoming effective. The vote on any assessment shall be by written ballot.
- Any decision of the Board of Directors may be repealed by an affirmative vote of three-fourths (3/4) of the entire active membership.
- Regular meetings of the Board of Directors shall be called at a time and place to be determined by the President.
- Special meetings of the Board of Directors shall be called at any time on the order of the President or on the order of two (2) Directors.
- Notice of special meetings of the Board of Directors, stating the time and in general terms the purpose, shall be mailed or personally given to each Director no later than the day preceding the day appointed for the meeting.
- If all Directors shall be present at any meetings, any business may be transacted without previous notice.
- Four (4) Directors shall constitute a quorum of the Board at all meetings and the affirmative vote of at least four (4) Directors shall be necessary to pass any resolution or authorize any act of the Corporation.
Vacancies: Any vacancy in the Board of Directors occurring during the year shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors. An exception to this rule shall be that in the event of three (3) or more vacancies in the Board of Directors occurring at any one time, they shall be filled by vote of the members at a meeting duly called.
Section 5Standing Rules:
- Each member of the Board of Directors shall serve without compensation or reward, except as otherwise provided in these Bylaws.
- No officer, nor any member of the Board of Directors shall be interested either directly or indirectly in any contract relating to the operations conducted by the Association.
- The Board of Directors shall cause to be kept a complete record of all its acts and proceedings of its meetings, showing in detail the condition of the affairs of the Corporation.
Article Six -- Officers
The Executive Officers of the Association shall be the President, Vice-President, Secretary, and Treasurer.
The Executive Officers shall be elected by the voting members at the annual meeting of the Corporation. Officers elected at the annual meeting will take office on January 1.
The Executive Officers shall hold office for twelve (12) months, or until their successors are elected and qualified.
Article Seven -- President
The President is the chief executive officer of the Corporation.
He shall preside at all membership meetings, and at all meetings of the Board of Directors.
He shall appoint all committees with the approval of the Board of Directors. He shall be an ex-officio member of all committees.
He shall sign and execute all contracts in the name of the Corporation when so authorized to do so by the Board of Directors; and he shall have general supervision over the management of all affairs of the Association.
Article Eight -- Vice-President
The Vice-President shall be vested with all the powers and shall perform the duties of the President in case of the absence or disability of the President.
The Vice-President shall also perform such duties in connection with the operation of the Corporation as he may undertake at the suggestion of the President. >
Article Nine -- Secretary
The Secretary shall perform all duties incident to the office of the Secretary, subject to the control of the Board of Directors, including: He shall keep the minutes of all proceedings of the members and of the Board of Directors in books provided for that purpose; He shall attend to the giving and serving of notice of all meetings of the members and of the Board of Directors; He shall keep a proper membership book showing the name of each member of the Corporation, the book of Bylaws, the Corporation Seal and such other books, records and papers as the Board of Directors may direct; He shall execute with the President, in the name of the Corporation, all certificates of membership, contracts and instruments which have been first approved by the Board of Directors; In the absence or disability of the Treasurer, and under the direction of the President, he shall execute, in the name of the Corporation, checks for expenditures authorized by the Board of Directors.
Article Ten -- Treasurer
The Treasurer shall perform all duties incident to the Office of the Treasurer, subject to the control of the Board of Directors, including: He shall execute in the name of the Corporation all checks for expenditures authorized by the Board of Directors; He shall receive and deposit all funds of the Corporation in the bank(s) selected by the Board of Directors, which funds shall be paid out only by checks as hereinbefore provided; He shall account for all receipts, disbursements and balance on hand.
Section 2The Treasurer, together with the President, shall prepare the annual budget and submit it to the Board of Directors for their approval.
Article Eleven -- Flight Operations Safety Officer>
The Executive Officers shall appoint a Flight Operations and Safety Officer, who shall then be a member of the Board of Directors.
The Flight Operations/Safety Officer will supervise flying activities and has the authority to ground the equipment or personnel when he feels that the operation of the equipment, or any individual, would act to the detriment of the Association's interests. He may restrict the operation of the equipment for particular fields, and disallow the operation of the equipment for particular flight plans. The grounding of any member shall be reviewed by the Board of Directors.
The Flight Operations/Safety Officer shall make a detailed report to the Board of Directors of any accident involving Association property. This report shall recommend any action required.
Article Twelve -- Maintenance Committee Chairman
The Executive Officers shall appoint a Maintenance Committee Chairman, who shall then be a member of the Board of Directors.
The Maintenance Committee Chairman shall have the duty to see that the Association's equipment is properly maintained at all times, and that the maintenance complies with the regulations set forth by the Federal Aviation Administration.
The Maintenance Committee Chairman shall be responsible for coordinating all maintenance work, for supervising general preventative maintenance, and shall notify the Board of Directors as to the operational status of the equipment. The Maintenance Committee Chairman may authorize any repairs with approval of the Board of Directors.
Article Thirteen -- Indemnification of Directors' Officers
In order for the Utah Soaring Association to function as a Utah Corporation and duties, it is necessary to have officers and positions. These officers and positions are elected and appointed as provided for herein. Association officers and positions perform their required jobs and functions without assuming any liability for any accident or injury that may result from any use of Association sailplanes and by Association members. Said officers should not assume any personal liabilities for any suits, court actions, debts, or any other financial obligation arising out of the operation and use of Utah Soaring Association equipment.
Each person who is or has been a director or officer of this Association, shall be indemnified by the Association against expenses, including attorneys' fees necessarily incurred by such person in connection with the defense or settlement of any action, suit, or proceeding to which he is a party, alone or together with others, by reason of his being or having been a director or officer of this Association.
Each such person shall also be reimbursed by the Association for any amounts paid by such person in satisfaction of any judgment or settlement in connection with any such action, suit, or proceedings.
The foregoing right of indemnification shall be in addition to any other rights to which such person may be entitled as a matter of law.
Article Fourteen -- Suspension, Expulsion, and Removal from Office
A member may be removed from office, suspended for a period, or expelled for cause, such as violation of any of these bylaws, or flight regulations, or other rules of the Association, or for conduct prejudicial to the best interest of the Association. Such removal, suspension, or expulsion shall require a two-third (2/3) vote of the members in attendance at a special meeting, provided that the statement of the charges and a notice of the time and place of the special meeting have been mailed to all the members at least fifteen (15) days before the special meeting, and that the member will have an opportunity to present a defense at the meeting.
Article Fifteen -- Finances
The Board of Directors shall establish a schedule of fees that shall be sufficient to pay the Association expenses and to maintain the value of the Association's assets.
Any member who fails to pay his dues, or any sum owed to the Corporation within 60 days after said sum is due, shall be considered a delinquent member and shall be suspended automatically from the operation of all Association equipment. When a delinquent member fails to pay his dues, to pay any sum owed to the Association, or to make appropriate arrangements with the Board of Directors for payment thereof, within ninety (90) days after the date due, the member shall automatically be considered as indicating his intention to withdraw.
The calendar year shall be from January 1st to December 31st.
Annually, between the annual meeting and beginning of the calendar year, the books and accounts shall be audited by a special auditing committee of two (2), appointed by the President with the advice and consent of the Directors. The Board of Directors, by a majority vote, may cause an independent audit to be made by an outside auditing firm at any time when in their judgment it is deemed advisable.
The net savings or surplus remaining after all operating costs and other expenses have been paid shall remain in the Association's treasury for the maintenance, purchase of any equipment, for contingencies, or for the purpose of reducing monthly dues, as shall be determined by the Board of Directors. The net savings in any event shall not be distributed to the members for their individual use.
The Corporation will carry, at the direction of the Board of Directors, adequate hull insurance on all Association aircraft against ground and flight damage, and will carry adequate liability insurance to protect the Association and its members against suit by third parties or another member of the Association.
Each and every operation of any aircraft owned or operated by the Association shall be conducted at the risk of the member under whose jurisdiction the aircraft is assigned, insofar as responsibility for damage resulting from operation of said aircraft is concerned; provided that in any one accident, loss, or destruction to such aircraft, the member operating the aircraft will be assessed for the uninsured, non-reimbursable cost of the accident as determined by a duly appointed accident investigation committee.
Article Sixteen -- Amendments
Amendments of the Bylaws may be made by a two-thirds (2/3) vote of the members of the Association in good standing. Amendments may be acted upon at any meeting of the members or by mail ballot, provided the substance of the proposed amendment shall have been stated in the notice of the meeting and that each member shall have had at least one week's notice in advance of such proposed amendment.
Article Seventeen -- Dissolution
The Association may be dissolved only by affirmative vote of two-thirds (2/3) of the Active and Associate Members.
Funds received from the sale of all Association assets at the time of dissolution shall, after all obligations of the Association have been paid, be divided equally among all of the Active and Associate Members who are currently in good standing and have their dues and obligations to the Association paid up in full at the time of dissolution.