ByLaws - Table of Contents
*** Revision History Page(s) - On file with official Club Records. ***
ARTICLE I - Name
The name of the organization shall be the Rhode Island Aeromodelers, Inc.
ARTICLE II - Purpose
The Rhode Island Aeromodelers, Incorporated is a non-profit, pleasure, social, recreational and hobby corporation dedicated to inspire and advance a common fellowship and interest in the hobby of radio controlled models that are authorized to operate in accordance with the Club Rules and Guidelines as amended.
ARTICLE III - Affiliation Status
This corporation shall be an affiliate of the Academy of Model Aeronautics (AMA), Muncie, Indiana, a division of the National Aeronautic Association, the governing body for model aviation in the United States and the United States Aeromodeling representative in the United States for the Federal Aeronautique Internationale and as such, is entitled to all privileges and special benefits accorded to AMA chartered clubs. It shall be represented in any national assembly of delegates of 6 said organization by the President and duly authorized delegates as specified in the By- Laws of the Academy of Model Aeronautics.
ARTICLE IV - Registered Office
The registered office of the corporation shall be located at the residence of the current Secretary or designee of said corporation.
ARTICLE V - Officers and Governing Bodies
The Governing body, which shall consist of the President, Vice President, Secretary and Treasurer (or combined Secretary/Treasurer), and shall be known as the Board of Directors.
A minimum of three (3) current adult members (19 years or older) MUST be named as officers of the club.
ARTICLE VI - Duties
Section 1. Board of Directors
The management of the affairs of the Club shall be vested in the Board of Directors, which shall consist of the President, Vice President, Secretary and Treasurer (or combined Secretary/Treasurer). They shall have the authority to establish and administer its policies. Official decisions may be made by a two-thirds (2/3) majority mail vote or by a quorum at a Board of Director meeting. A quorum shall consist of at least 50% of the current board members. In the event of a Board of Directors tied vote, the Safety Coordinator can then vote on that matter to break the tie. Official decisions shall be consistent with the stated purposes and objectives of the AMA as set forth in its Bylaws and, where those Bylaws are not specified, vested in the sound discretion of the Board of Directors.
Section 2. President
The President shall be the chief executive officer of the club and shall preside at all meetings of the corporation; be chairperson of the Board of Directors; shall perform all duties normally conferred upon a presiding officer and shall be the spokesperson for the club. He or she shall see to all orders and resolutions of the membership and the Board of Directors are carried into effect. He or she shall appoint standing and special committees as is deemed necessary.
Section 3. Vice President
The Vice-President shall assist the President in all matters and shall assume the duties of the President if for any reason the President is not able to perform his or her duties. He or she shall be responsible for the club meeting schedules and other club scheduled events which may be necessary or requested by the club officers or members.
Section 4. Secretary
The Secretary shall keep accurate minutes (notes) of all regular scheduled and called (special) club meetings, recording meeting attendees. He or she shall maintain an up-to-date roster of all members in good standing (collects dues, create Membership Cards and AMA membership verification) of the club. He or she shall send notices of meetings, conduct necessary correspondence pertaining to club activities, and have custody of club records. He or she shall be the club's contact person with the AMA, regarding club chartering, club insurance, administrative problems or related situations.
Section 5. Treasurer
The Treasurer shall have charge of all club funds, keeping full and accurate account of receipts and disbursements of all transactions. He or she shall deposit collected dues and is authorized to pay any and all club obligations from these funds. He or she shall keep appropriate records of all club monetary transactions (check register) and provide a Treasurer's report at each scheduled club meeting. The financial records (check register, bank deposits, and purchase receipts) shall be audited annually by two (2) members not being club officials. He or she may execute all instruments requiring the signature of the Treasurer. He or she is to maintain an accurate record (including place of storage) of all Club assets.
Section 6. Secretary/Treasurer (When authorized by Board of Directors)
The Secretary and Treasurer officer duties combined, shall have charge of all the duties described in Sections 4 and Section 5.
ARTICLE VII - Appointments
Section 1. Safety Coordinator
The Safety Coordinator is responsible for the enforcement of all safety related rules (general/specific) dictated by the AMA and as outlined in Section I, paragraphs IV, through paragraphs X of the Club Rules & Guidelines (i.e., members equipment, prohibitions, equipment setup, ground operation of models as well as associated flying activities). He or she is the liaison for all safety related correspondence between this club and AMA Officials. In addition, is responsible for the processing of Grievance Forms following the Grievance Procedure outlined in Section II of the Clubs Rules & Guidelines. The club Safety Coordinator must have email access.
Section 2. Field Marshal
The Field Marshal shall be responsible for establishing “mowing crews” and “mowing equipment maintenance crews”. He or she is to ensure that the field and club owned equipment is properly maintained and recommend improvements/changes.
Section 3. Contest/Event Committee Chairman
The Contest/Event Committee Chairman shall be responsible for coordinating and establishing, in conjunction with all the Club’s Contest Directors, a schedule for the next contest/event season. The schedule will be decided by the Contest Directors, and approved by the members.
ARTICLE VIII - Officer Removal/Compensation
Section 1. Removal of Officers
A member of the Board of Directors or any other subcommittee may be removed for cause from office by a two-thirds vote of the membership present at a special meeting called for that purpose.
Section 2. Compensation of Officers
No officer, Board, Committee member, or any other member of the corporation shall receive directly or indirectly, any salary, compensation or other involvement from the corporation, as such officer in any capacity, unless authorized by the Board of Directors. 9
ARTICLE IX - Audits
Section 1. Annual Audit
The books of account of the corporation shall be audited annually by (2) two members (not club officials) or by an audit committee appointed by the Board of Directors. Audit results to be filed with official club finance records.
Section 2. Periodic Audits
The President or their appointee(s) will make a periodic audit of the clubs financial records.
ARTICLE X - Terms of Office
Section 1. Office Terms
All elected officers of the Club shall serve for a one (1) year term commencing on 1 January of the following year of the election. Officers are to be elected by a vote of a majority of those present and absentee ballots received prior to the regular meeting in the month of December. Absentee ballots will be sent electronically (via email) or mailed to the Secretary (those members having a valid mailing address on file, who have voting rights but cannot attend the meeting, when requested). The absentee ballots, returned by email or postal mail before the December meeting, will be counted as if those persons were present at the meeting. The absentee ballot count will be accomplished by the Secretary and witnessed by the Treasurer. If necessary, two members in attendance at the December meeting will audit these counts and validate same. New officers will take office as of 1 January of the following year. Appointments (as needed) will be chosen by the elected officers and confirmed by a simple majority vote of those members present during any regular meeting (i.e. Field Marshall, Contest Director, etc).
Section 2. Nominations
Nomination of Club officer candidates (President, Vice President, Secretary, Treasurer) for the following year, shall be made during the month of November. Candidate nominations may be made by any active club member holding voting rights. In order to be an eligible candidate nominee, they (candidates) must be in good standing and have had monthly meeting attendance of at least 7 meetings of all meetings held during the current calendar year (January – December).
Candidate nominations can be made, either in person (at the November meeting) or by submitting a proxy nomination to an existing officer, during the month of November. All known candidate nominations for club offices will be published on the Club website and/or electronically conveyed via email to those on file, or by U.S. Mail to any members having a valid mailing address on file, when requested.
Section 3. Ballots
A paper ballot is required for all elections involving the removal of a Club officer, a member of the Board of Directors, or for the expulsion of a member from the Club.
ARTICLE XI - Vacancies
Vacancies in any office shall be filled by appointment by the remaining officers. The appointee will serve until the end of the term for which the predecessor was elected.
ARTICLE XII - Committees
The committee(s) of the Club shall be by appointment by the President and may be approved by a simple majority vote (if a vote is requested) of the members present at a regular meeting to serve throughout the present term or less of their tenure of office. The Safety Committee is to be considered a standing Committee.
Either the Board of Directors or the membership may authorize additional committees.
All standing committee members shall serve one-year terms.
The powers, purpose or functions of all standing committees shall be established by a majority vote of the membership at any regular or special meeting.
The Safety Committee shall consist of the appointed chairperson (usually the Safety Coordinator), all corporate officers, and all flight Instructors.
ARTICLE XIII - Meetings
Section 1. Regular
Regular meetings shall be held at a time, place and day designated by the Club Officers and published via electronically (email/website) or in the Club newsletter (if one exists). Meetings are normally held on a monthly basis.
Section 2. Special
Special meetings of the corporation or the Board of Directors for any purpose or purposes may be called by the President or by the Board of Directors on not less than seventy two (72) hours notice by mail, electronic or phone.
Section 3. Voting
At any Club meeting a simple majority shall be over 50% of the eligible members voting at the meeting including absentee ballots (if and when required) made available via electronically (email) or mailed, when requested, by those members who have voting rights but cannot attend the meeting at the request of the club Directors.
Section 4. Quorum
To constitute a quorum at any regular or special meeting of members, there shall be present, a minimum of three (3) club officers and six (6) eligible to vote club members.
Section 5. Requests for Actions
Any member of the Club may initiate a formal request for action by the Board of Directors by submitting a written proposal to the President. The proposal shall include a written description of the nature, type, and extent of the Board action recommended. The President of the Board shall forward copies of the proposal to other members of the Board of Directors for their consideration. Either the President, or any other Board member, may have the matter placed upon the working agenda of the next Club meeting.
ARTICLE XIV - Membership Dues and Assessments
Section 1. Annual Dues
The Board of Directors shall set the annual dues, levy any special assessment, and establish the due date of payment of any special assessment, all subject to ratification by a majority vote of attendees at any monthly meeting. Dues are not refundable, except under extraordinary circumstances, which will be determined by the Board of Directors on a case-by-case basis.
Section 3. Late Payment of Dues
A renewing member shall be in arrears and shall not be considered active if their dues to the club and AMA have not been paid as provided in this Article.
The normal due date of payment of club dues for the coming year is no later than the April scheduled meeting.
Renewing member’s delinquent beyond the April scheduled meeting will:
a) Be required to pay a $15.00 late fee if and when they renew.
b) Not be considered active and dropped from the membership roles.
c) Be considered a new member if and when they renew their membership.
d) Not be given preference over any other applicant should a membership waiting list be in existence.
Any renewing member that may have paid their club membership dues but have not paid their AMA membership dues will not be issued a membership card for the following year until proof of AMA membership is provided or validated by a club official.
After the April scheduled meeting the Secretary shall post at the field a list of all the members who have not renewed their membership.
Section 4. Dues policy for new, first time members ONLY
FIRST QUARTER: If you join the club as a first time, new member from January 1st through March 31st, you will do so at the full rate (current rate is $80.00).
SECOND QUARTER: If you join the club as a first time, new member from April 1st through June 30th, you will pay a 25% reduction in dues (current rate of $80.00 - $20.00 = $60.00)
THIRD QUARTER: If you join the club from July 1st through September 30th, you will pay a 50% reduction in dues (current rate of $80.00 - $40.00 = $40.00).
FOURTH QUARTER: If you join the club from October 1st through December 31st, you will pay a 75% reduction in dues (current rate of $80.00 - $60.00 = $20.00).
Section 5. Special Assessments
No special assessment shall be levied upon the Club membership, unless it is approved by a vote of two-thirds (2/3) majority of the members and the members have been given twenty (20) days prior notice along with a written explanation as to the reason the assessment is needed.
Section 6. Membership Limits
Membership limits (Cap/Closed) of the total number of members allowed in the club: shall be proposed by the Club officials and approval requires a majority vote of the members present at any regular meeting of the Club membership.
ARTICLE XV - Membership
Section 1. Open
Membership shall be open to any individual who indicates an interest in the flying of radio controlled model aircraft (i.e. glow, gas or electric powered),
Members are required to hold and maintain a current AMA Membership Card (Open only) All initial applicants as well as all present members seeking membership renewal must show proof of AMA membership (a photo-static copy of the membership card is permissible) when applying through the mail prior to being issued a membership card.
Member agrees to abide by the Club’s Bylaws, and the Club Rules & Guidelines including those of the AMA.
All new members will have an initial probationary period from date of acceptance into the club for a period of one year in which they will have no voting privileges and cannot hold club office. After the one-year probationary period has elapsed and the member is in good standing (all dues are paid to the club and AMA) will they then have full membership privileges.
Section 2. Potential members (new applicants)
All potential members must be sponsored by an active member in good standing with the club (sponsor signature is required on the membership application form). Sponsors are required to contact club officials in advance of them scheduling a potential member to attend a meeting for their introduction. All sponsored potential members must attend a monthly meeting along with their sponsor to be introduced to the attending members.
Section 3. Good Standing
All active members in “good standing” shall be defined as those members who have paid current club dues and are members in good standing of the AMA. Only after the mandatory probation period of one year is surpassed, shall they have voting rights and be eligible to hold club office.
ARTICLE XVI - Resignation, Termination, Disciplinary Action, Expulsion and Reinstatement of Membership
Section 1. Resignation
Any member in good standing may resign his/her membership by giving written notice to the Club.
Section 2. Loss of Qualification
If any member ceases to have the qualification necessary for membership in the AMA, his/her membership in the Club shall thereby terminate, subject to reinstatement upon restoration of eligibility.
Section 3. Disciplinary Action
The Board of Directors shall have the discretionary authority to provide for, and to impose disciplinary action for, such acts or omissions, which do not justify expulsion from membership.
Section 4. Enforcement of Safety Rules
This section provides for enforcement of the Safety Rules that are related to flying activities. Any unacceptable behavior by an individual member or members, as defined by the Board of Directors, becomes the responsibility of the Board of Directors as stated in Section 6 below.
Section 5. Expulsion
Any individual may be expelled from membership in the Club by a two-thirds (2/3) majority vote of the Board of Directors if, in the Board of Directors’ determination, such individual willfully commits any act or omission which is a violation of any of the terms of the club’s Bylaws, Club Rules And Guidelines, Rules of the AMA, or which is detrimental to the Club, the AMA, or to model aviation.
Section 6. Reinstatement
Any member who is expelled from membership may be reinstated to membership by two-thirds (2/3) majority vote of the Board of Directors.
ARTICLE XVII - Amendments
Section 1. Proposals
Amendments may be proposed to the Club’s Bylaws and the Club Rules & Guidelines at any regular meeting of the Club membership.
Section 2. Approval
Amendments shall be approved by no less than a two-third (2/3) majority vote of eligible to vote members present at any regular monthly meeting.
Section 3. Changes
Any changes required to bring the Rhode Island Aeromodelers, Inc., Bylaws and Club Rules & Guidelines into conformity with AMA minimum standards and suggestions (to maintain or continue to be a chartered club), and the State Of Rhode Island Water Resource Board Authority can be proposed/approved at any scheduled (regular) or special meeting of the club. Approval of these changes requires only the majority of members voting in the affirmative of members present.
ARTICLE XVIII - Conduct of Business
Business shall be conducted according to Robert’s Rules of Order revised.
ARTICLE XIX - Special Funds
Section 1. Contributions or Specially Obtained Funds
The Treasurer of the Club is authorized to receive contributions or specially obtained funds from any individual or institution, to be applied to the operating expenses of the Club.
Section 2. Discretionary Spending
The President will have discretionary spending, of up to $300.00 without requiring Club approval.
ARTICLE XX - Custody of Monies
All money received by the corporation shall be deposited with a bank or trust company in the name of the corporation or its nominee. All agreements, deeds, leases, mortgages, assignments, releases, checks, drafts, bills of exchange, other instruments shall be signed in the name of the corporation, by any officer or officers so empowered by the incorporators at the first meeting of the corporation.
ARTICLE XXI - Duration
The duration of this Club shall be perpetual.
ARTICLE XXII - Termination and Dissolution
Section 1. Dissolution
The Corporation may be dissolved with the approval of a two thirds (2/3)- majority vote of the total membership.
Section 2. Termination
“In the event of the termination of the corporation, all of the property held by the corporation shall be transferred to such pleasure, recreational, social or hobby organizations exempt under Section 501 (c) (7) of the Internal Revenue Code of 1954, or any similar provisions of any subsequent Internal Revenue Code or Act, as the directors at their discretion may direct”.
Section 3. Distribution of Assets
In the event of the dissolution of this corporation, or in the event it shall cease to carry out the objectives and purposes herein set forth, all the business, property and assets of the corporation shall go and be distributed to such nonprofit corporations or organizations as shall be then exempt from federal income taxation as a pleasure, recreational, social or hobby organization or organizations as may be selected by the Board of Directors of this corporation, so that the business, properties and assets of this corporation shall then be used for, and devoted to, the purpose consistent with the purposes of the corporation. In no way shall any of the assets or property of the corporation, or the proceeds of any of the assets of the property, in the event of dissolution, go to or be distributed to members, either for the reimbursement of any sums subscribed, donated or contributed by such members, or for any other purpose; it being the intent in the event of the dissolution of the corporation, or upon it’s ceasing to carry out the object and purpose herein set forth, that the property and assets then owned by the corporation shall be devoted to the following nonprofit purpose: To further promote, aid, sponsor, encourage, foster, guide, direct, insofar of radio control aeronautics, or to the Academy of Model Aeronautics, Muncie IN, Which is a Section 501 (c) (3) organization.
ARTICLE XXIII - Incorporation
The incorporation of this membership shall be a minimum of three (3) of the four (5) elected officers or combination thereof.
ARTICLE XXIV - Indemnification
The corporation shall indemnify any director or officer of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) which, for the purpose of this article, shall mean a director, officer, employee or agent of the corporation, or a person, who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or any other enterprise, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, and not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action or proceeding, has reasonable cause to believe that his conduct was unlawful.
The corporation shall indemnify any director or officer of the corporation who was or is 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 by reason of the fact that he is or was a representative of the corporation, against expenses (including attorney’s fees) actually and reasonable incurred in connection with the defense or settlement of such action or suit if he acted in good faith and in such a manner he believed to be in, not opposed to, the best interest of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court of the county in which the registered office of the corporation is located or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is reasonably entitled to indemnify for such expenses which shall deem proper.
To the extent that a representative of the corporation who neither was nor is a director or officer of the corporation has been successful on the merits of otherwise in the defense of any action, suit or proceeding referred to in Section 1 and 2 of this Article or in defense of any claim, issue or matter herein, he shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith. Such a representative may, at the discretion of the corporation be indemnified by the corporation in any other circumstances to any extent if the corporation would be required by Section 1 or 2 of this Article to indemnify such a person in such circumstances to such extent if he were or had been a director or officer of the corporation.
Indemnification under Section 1,2, or 3 of this Article shall be made when ordered by court (in which case, the expenses, including attorney’s fees, of the representative in enforcing such right of indemnification shall be added to and be included in the final judgment against the corporation) and may be made in the specific case upon a determination that indemnification of the representative is required or proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1,2 or 3 of this Article. Such determination shall be made:
By the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding.
If such a quorum is not attainable or even if obtainable, a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
Expenses, (including attorney’s fees incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of final disposition of such action, suit or proceeding upon authorization by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of a Director or Officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as required in this Article or authorized by law and may be paid by the corporation in advance on behalf of any other authorized representative when authorized by the Board of Directors upon receipt of a similar undertaking.
Each person who shall act, as an authorized representative of the corporation and shall be deemed to be doing so in reliance upon such rights of indemnification as are provided in this Article. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of members or disinterested Directors, statute or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who ceased to be an authorized representative of the corporation and shall ensure to the benefit of the heirs and personal representatives of such a person.
ARTICLE XXV - Fiscal Year
The fiscal year of this corporation shall be from January 1 to December 31.
ARTICLE XXVI - Logo
The official Club logo shall be:
ARTICLE XXVII - Corporate Seal
The corporation shall have a corporate seal in the form, as may be approved by the Board of Directors.
The members adopted the above Club Bylaws of this Corporation on this the 4th day of October, 2018 revised.