Bylaws of the Utah Soaring Association, Inc.

(as amended Mar 27, 2023)

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 — General

Section 1

The name of this corporation shall be Utah Soaring Association, Inc. (the “Association”) with its principal office in the state of Utah, at the residence of the then existing Treasurer of the Association or other address approved by the Board.

Section 2

If there is a conflict between a provision of these Bylaws and a mandatory provision of the Articles of Incorporation of the Association, or a mandatory provision of the laws of the State of Utah, the mandatory provision(s) of the laws of the State of Utah or of the Articles of Incorporation shall control.

Section 3

Purposes. The purpose of this Association shall be to provide social and recreational flying facilities and opportunities for its members on a nonprofit basis and to encourage and support training and interest in soaring for its members. It shall also be the aim of this Association to promote gliding and soaring locally and nationally.

Article Two — Membership

Section 1

Membership in the Association shall consist of six classes: Full, Associate, Limited, Introductory, Family, Affiliate, Honorary, and Inactive.

Section 2

Membership. The Board of Directors shall establish an application process for members. New members of any class except Introductory and Affiliate shall be admitted to the Association upon the affirmative vote of at least four members of the Board of Directors. Affiliate members, without flying privileges, may be admitted upon receipt of an application. All Full, Associate, Limited, and Family must also be current members of the Soaring Society of America in good standing. Honorary Members must also be members of the Soaring Society of America in order to have flying privileges.

Section 3

Full Members. Full Members are entitled to vote on Association matters, hold office, participate in dissolution of the Association, and have unrestricted use of Association equipment as regulated by Bylaws and Flight Rules of the Association. Full Members shall pay dues as determined by the Board of Directors and upon joining shall pay an initiation fee which shall be established by the Board of Directors.

Section 4

Associate Members. Associate Members shall hold a Private Pilot Glider or higher glider rating at the time they join the Association or at the time they renew their membership for a given year. Associate Members shall have the same privileges as Full Members, i.e. voting, right to hold office, use of gliders, etc., with the exception that Associate Members shall be limited to a number of hours of Association glider flight per year at no charge with their payment of dues, and any additional use shall be paid for at an hourly rate. The number of included hours and hourly rate for additional hours shall be established by the Board of Directors annually. The board may also establish a maximum number of additional hours an Associate Member may be required to pay for. Associate Members shall have unrestricted access to other club services (e.g., oxygen fills for personal gliders). Associate Members shall pay dues as determined by the Board of Directors and upon joining shall pay an initiation fee which shall be established by the Board of Directors.

Section 5

Family Members. Members of a Full or Associate Member’s immediate family (spouse, parent, or children) may hold the status of Family Member with the same privileges as a Full or Associate Member (depending on the category selected and dues paid), except for participation in dissolution of the Association, so long as the associated Full or Associate Member maintains their membership. Family Members will pay no initiation fee but will pay the dues established for the membership category they choose (Full or Associate).

Section 6

Limited Members. Use of Association gliders by Limited Members shall be limited to one checkout or flight review annually (approx. one hour) and any additional use shall be paid for at an hourly rate established by the Board of Directors. The Board of Directors may establish rules regarding availability and scheduling of glider usage for Limited Members. Unrestricted or fee-based usage of other club services (e.g., oxygen fills for personal gliders) shall be determined by the Board of Directors. Limited Members shall pay dues as determined by the Board of Directors. Limited Members shall not have voting rights, the right to hold office, or participate in dissolution of the Association.

Section 7

Introductory Members. Soaring Society of America F.A.S.T. participants approved by club instructors are granted Introductory membership for 90 days from the time of the F.A.S.T. flight. Before the flight 1) the participant fills out an online application specific to Introductory Membership, 2) signs a liability release, 3) presents a F.A.S.T. voucher or a receipt for F.A.S.T. purchase. The club instructor verifies these requirements are met and uploads an image of the liability waiver as proof of the instructor’s approval. No board approval is required. An Introductory member may schedule additional instruction flights (or extend the initial flight) under the same reservation limitations and usage rates as a Limited member. Introductory membership is only granted once to a given person.

Section 8

Honorary Members. The Board of Directors, by majority vote, may appoint a Full or Associate Member to Honorary Member status based on his or her extraordinary service to the Association and/or the sport of soaring. The Honorary Member shall have the rights of an Associate member, including flight hours, but will not be required to pay the associated dues. The Honorary Member shall also maintain their participation in dissolution of the Association.

Section 9

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 and contact information to the communication list for newsletters and invitations to Association activities. Affiliate Members do not have voting rights, rights to hold office, flying privileges, and do not participate in dissolution of the Association. Usage of other club services for a fee (e.g., oxygen fills for personal gliders) shall be determined by the Board of Directors.

Section 10

Inactive Members. Any Associate or Full member, in good standing, may change his or her status to Inactive Member one time only by making a written request to the Board of Directors. The following rules apply to this status:

Members may only switch to Inactive Member status at the start of a club year, i.e. between Jan 1 and the first due date for annual dues. An Inactive Member pays no dues, and may not vote, hold office, or operate any Association equipment.
An Inactive Member shall not maintain participation rights in dissolution of the Association
The Association shall retain contact information for the Inactive Member for a reasonable time period, but will not include Inactive Members in regular communications unless directed by the Board of Directors.
Inactive Members may be reinstated to any membership category in subsequent years upon written request and payment of dues, and provided that a membership is available; that is, if the number of members would not exceed a number determined by the Board of Directors. If the membership roster is full, the Inactive Member’s name is placed at the head of the list but behind any inactive already waiting for reinstatement.

Section 11

Instructors. Instructor status shall require at a minimum a Limited Membership. All flying privileges, other than providing flight instruction to Association members who are in good standing, shall be determined by the Instructor’s membership status. Status as a club instructor shall be determined following rules established in the Flight Operating Rules of the Association.

Section 12

Rules. Participation in all Association activities and use of all Association equipment shall be subject to such rules and regulations provided in the Association Bylaws and Flight Operating Rules. Prior to using any Association equipment all members must sign a release of claims against the Association.

Section 13

Minors. A minor must have the written consent of his or her parents or guardian to be approved as a member in the Association, and the parents or guardian and the minor must sign the Association’s release of claims before flying in Association equipment.

Section 14

Volunteer Hours and Dues Credits. The Board of Directors may establish a minimum expectation for hours of volunteer service in club activities during a given year, and determine activities which may be counted for volunteer hours. The Board of Directors may also establish an amount which may be credited toward Member dues for the following year if the member verifies completion of the minimum expected hours.

Section 15

Good Standing. Members shall be considered in good standing during a given period if they have no late or delinquent outstanding payments to the club.

Article Three — Meetings

Section 1

Annual Meeting:

One annual meeting of the members shall be held 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 review of candidates for Officers for the following year and for such other business as may properly be presented.
Notice of the annual meeting shall be sent (electronically or by regular mail) to all members not less than fifteen (15) days before the meeting. The Notice shall set forth the time, place and agenda of such meeting.

Section 2

Other Meetings. Other meetings may be held as scheduled by the Board of Directors.

Section 3

Special 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 Full 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 Full and Associate Members shall be present at any meeting, any business may be transacted without previous notice.

Section 4

Quorum. The presence in person or by written proxy of a majority of the Full, Associate, and Family 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. At the subsequent meeting, the presence of members holding in excess of thirty (30) percent, including written proxies, of the total votes of the Full, Associate, and Family 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 holding voting rights present at the second subsequent meeting shall constitute a quorum for the transaction of Association business.

Article Four — Voting

Each Full, Family, and Associate Member in good standing is entitled to one vote. Each such member in good standing may designate any other Full, Associate or Family Member as proxy provided written authorization shall be dated and shall be valid for only one meeting. A majority vote of the members holding voting rights (including by proxy) is controlling unless otherwise specified in these Bylaws. Voting on Officers or other business may occur during a membership meeting or at other times. Votes may be collected at meetings, by mail ballot, by email ballot (from the member’s email address on file), or electronic voting method with a means to verify member identity.

Article Five– Board of Directors

Section 1

The Board of Directors shall be composed of six (6) elected members. In each annual election the Members shall elect Directors for a term of two (2) years to fill each expiring term. Seats 1, 3 and 5 expire on odd years, and seats 2, 4, and 6 expire on even years. When seat numbers are not established or unknown, they shall be established by drawing lots.

Section 2

A. Election. The annual election of Directors will occur at a time close to the annual meeting.

B. Nominations. Nominations will be requested from Association members holding voting rights (voting members) at least seven (7) days before the election. The Board of Directors may establish a process for gathering and reviewing nominations. Nominations shall be open until 24 hours before electronic voting starts, or until the call for nominations is closed at an in-person meeting.

C. Voting. Election is by ranked choice voting. Each voting member may rank up to six (6) candidates. If not held in a meeting, the election will be open at least four (4) days. A majority of voting members must vote for an election to be valid. The number of nominees equaling the number of open Board seats ranked highest comprise the new Board of Directors effective when the election closes.

Section 3

Duties 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 membership holding voting privileges before becoming effective.
Any decision of the Board of Directors may be repealed by an affirmative vote of three-fourths (3/4) of the membership holding voting privileges.

Section 4

Meetings:

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 sent electronically or by mail or personally delivered 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.

Section 5

Action by Directors without a Meeting. Any action required to be taken at a meeting of the Directors or any action which may be taken at a meeting of the Directors may be taken without a meeting if consent, setting forth the action so taken, is made by a majority of the Directors by written or electronic means. This consent shall have the same force and effect as a vote taken at a meeting.

Section 6

Vacancies. Any vacancy in the Board of Directors occurring before an annual election may be filled for the time until the next annual election by a majority vote of the remaining Directors. This does not change the expiration year of the board seat. 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 by methods specified in Article 4.

Section 7

Standing 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, without unanimous approval of all Directors.
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

Section 1

General. The officers of the Association shall be a President and a Vice President, who shall at all times be members of the Board, a Secretary, a Treasurer, a Maintenance Chairman, a Safety Officer, a Chief Flight Instructor and such other officers as the Board may from time to time create by resolution.

Section 2

Appointment of Officers. Each officer of this Association shall be appointed by a majority vote of the Board at the first Board meeting after the Board elections, and as needed until the next Board election

Section 3

Term. Officers shall hold office until their successors are appointed or they resign.

Article Seven — President

Section 1

The President is the chief executive officer of the Corporation.

Section 2

The President shall preside at all membership meetings, and at all meetings of the Board of Directors.

Section 3

The President shall appoint all committees with the approval of the Board of Directors. He or she shall be an ex-officio member of all committees.

Section 4

The President 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 or she shall have general supervision over the management of all affairs of the Association.

Article Eight — Vice-President

Section 1

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.

Article Nine — Secretary

Section 1

The Secretary shall perform all duties incident to the office of the Secretary, subject to the control of the Board of Directors, including: He or she shall keep the minutes of all proceedings of the members and of the Board of Directors; He or she shall attend to the giving and serving of notice of all meetings of the members and of the Board of Directors; He or she shall keep proper records showing the name of each member of the Corporation, the Bylaws, and such other records and papers as the Board of Directors may direct; He or she 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.

Section 4

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 Fifteen — Suspension, Expulsion, and Removal from Office

Section 1

A member may be removed from office, suspended for a period, or expelled from membership for cause, such as violation of any of these Bylaws, Flight Operating Rules, 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 simple majority vote of the Board of Directors, provided that a statement of the charges be included in the notice of the Meeting of the Board of Directors, and that the Member will have the opportunity to present a defense at the Meeting.

Section 2

Any Member may have their flying privileges temporarily suspended immediately by agreement of any CFIG member and one Association officer, or by the Safety Officer in accordance with Article Ten Section 2. This suspension will remain in effect until the next scheduled Board of Directors meeting where it will be voted on by the Board of Directors as outlined in section 1 above. Immediate suspension of flying privileges can only be enacted out of concerns for the safety of the Member involved, or the safety of the Association members and the concern for the integrity of club equipment.

Article Sixteen — Finances

Section 1

The Board of Directors shall establish a schedule of dues and fees that shall be sufficient to pay the Association expenses and to maintain the value of the Association’s assets. Dues and initiation fees for all classes of membership shall be established and approved by a majority vote of the Board of Directors on an annual basis. The Board of Directors may also establish fees for usage of aircraft and other services. The Board of Directors shall also establish the terms and billing processes for dues and fees, including but not limited to penalties for late payments.

Section 2

Any member who fails to pay his or her dues, or any sum owed to the Corporation, 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 or her 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 or her intention to withdraw.

Section 3

The fiscal year shall be from January 1st to December 31st. The Board of Directors may establish different dates for the annual membership dues cycle (when flight privileges begin and end for members in good standing).

Section 4

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.

Section 5

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 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.

Section 6

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. In the event that the Association is unable to obtain hull insurance, the Board of Directors shall establish an insurance fund and funding plan to address possible costs associated with loss or damage to equipment. The Board of Directors may obtain other insurance as deemed prudent or necessary.

Section 7

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 lesser of (1) $1000 or (2) the costs associated with the accident including, but not limited to, repairs and transportation, as determined by the Board of Directors or a duly appointed accident investigation committee.

Article Seventeen — Amendments

Section 1

The Bylaws may be amended by a two-thirds (2/3) vote of the members of the Association holding voting rights and in good standing. Amendments may be acted upon at any meeting of the members, or by methods specified in article 4. The substance of the proposed amendment shall be provided to each member at least one week in advance of the vote on the proposed amendment.

Article Eighteen– Dissolution

Section 1

The Association may be dissolved only by affirmative vote of two-thirds (2/3) of the Full and Associate Members.

Section 2

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 Full 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.