Gander Airport Historical Society
Name and Purposes
Section 1.01. Name. The name of the organization is The Gander Airport Historical Society (GAHS) .
Section 1.02. Purpose. The GAHS is organized for the non-profit and educational purposes of collecting, collating, developing, preserving, and displaying information, photographs, memorabilia and other material related to the history of Gander Airport, originally identified as the Newfoundland Airport. Part of its purpose and mission is to depict such history through the eventual construction and display of a scale model of the airport and the residential areas as they existed during the post WWII period and into the 1950’s. The GAHS in carrying out its purpose and mission, although without necessarily limiting itself in the future, primarily intends to do so in the form of a cyber on-line organisation.
Section 2.01. Class. The class of membership is open to individuals, or such other classes of membership that the Board of Directors may determine from time to time.
Section 2.02. Qualifications. Membership may be granted to any individual who supports the mission and purposes of the GAHS, and who pays the annual dues as set by the Board of Directors. Members other than directors of the Board shall have no voting rights.
Section 2.03. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the directors of the Board, may suspend or expel a member who shall be in default in the payment of dues.
Section 2.04. Dues. Membership dues for members shall be established by the Board of Directors.
Section 2.05. Meetings. The annual general meeting shall be held at a date set by the Board of Directors between June 1st and October 31st of each year. Although any member in good standing may attend an annual general meeting, he or she shall have no voting rights, other than in the capacity of a director. A quorum of the Board of Directors is required in accordance with s.3.05 for any annual general meeting. The notice must specify the date, place and time of the meeting and the nature of such business shall be given to the members. Such notice is to be given to the members by means deemed by the directors to be effective. This may include the use of newsletters, newspapers, television, radio, public bulletin boards, e-mail or other electronic means. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting. Board Directors shall be nominated and elected at each annual general meeting.
AUTHORITY AND DUTIES OF THE BOARD OF DIRECTORS
Section 3.01. Authority of Directors. The Board of Directors is the governing body of the GAHS and may exercise all the powers and authority granted to the GAHS by law, including the establishment of such policy, procedures and the approval of any resolutions deemed necessary by the Board of Directors that are in the interest of the GAHS or in the conduct of it’s business. The Board of Directors shall have such authority to engage in any business that is in the best interest of the GAHS and consistent with its purpose and mission as provided in s.1.02.
Section 3.02. Number, Selection, and Tenure. The Board shall consist of not less than five (5) and no more than eight (8) directors. Each director shall hold office for a term of one (1) to three (3) years and where possible, the terms of appointment shall be staggered. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining directors. In the event of a tie vote, the President shall choose the succeeding director. The Board of Directors will nominate and elect their successors with a particular view of encouraging and soliciting interested persons from within the membership. A director elected to fill a vacancy shall be elected for the unexpired term of that director’s predecessor in office. A director may, if elected, serve multiple terms.
Section 3.03. Resignation. Resignations are effective upon receipt by the Secretary of the GAHS of written notification.
Section 3.04. Board of Directors Meetings. The Board of Directors shall hold an annual general meeting in accordance with s.2.05 and at least one (1) regular meetings per calendar year. Meetings shall be at such dates, times and places as the Board shall determine. Meetings of the Board of Directors may be called by the President by notice mailed, telephone, or communicated electronically to each director not less than fourteen (14) days before such meeting. Such notice requirements of any meeting may be waived by unanimous consent of all directors. Meetings by the Board of Directors may be conducted by conference phone, conference video, in person or any such combination.
Section 3.05. Quorum & Voting. A quorum shall consist of a majority of the Board of Directors attending in person or through teleconferencing including conference phone, so long as members participating in such meeting can hear one another. All decisions will be by majority vote of those present at a meeting at which a quorum is present, subject to the right of any director to vote by proxy. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting without further notice.
Section 3.06. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee, may be taken without a meeting if all the directors of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors or of the committee as the case may be.
Section 3.07. Committees. The Board of Directors may appoint committees, establish such procedures to govern their activities, and delegate such authority as may be necessary in the interest of the GAHS.
Section 3.08. Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the GAHS’s business are allowed to be reimbursed with documentation and prior approval. In addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore.
AUTHORITY AND DUTIES OF OFFICERS
Section 4.01. Officers. The officers of the GAHS shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Board of Directors may designate. The office of Secretary and Treasurer may be held by the same person. All officers, including Past President, shall be ex-officio directors of the GAHS.
Section 4.02. Appointment of Officers; Terms of Office. The officers of the GAHS shall be elected by the Board of Directors at the annual general meeting of the Board, or, in the case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Terms of office may be established by the Board of Directors, but shall not exceed three (3) years. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reappointment.
Section 4.03. Resignation. Resignations are effective upon receipt by the Secretary of a written notification.
Section 4.04. Removal. An officer may be removed by the Board of Directors at a meeting, or by action in writing, whenever in the Board’s judgment the best interests of the GAHS will be served.
Section 4.05. President. The President shall be a director of the GAHS and will preside at all meetings of the Board of Directors. The President shall perform all duties attendant to that office, subject to these bylaws and to such other duties assigned by the Board of Directors.
Section 4.06. Vice-President. The Vice-President shall be a director of the GAHS and will preside at meetings of the Board of Directors in the absence of or at the request of the President. The Vice-President shall perform other duties as requested and assigned by the President, subject to these bylaws.
Section 4.07. Secretary. The Secretary shall be a director of the GAHS and shall keep the minutes of all meetings of the Board of Directors in the books proper for that purpose and shall perform such other duties as occasionally may be assigned by the Board of Directors.
Section 4.08. Treasurer. The Treasurer shall be a director and shall report to the Board of Directors at each meeting on the status of the GAHS’s finances and ensure that appropriate procedures are being followed in the financial affairs of the GAHS, and shall perform such other duties as occasionally may be assigned by the Board of Directors.
Section 4.09. Paid Staff. The Board of Directors may hire such paid staff or retain any contractor or consultant as they deem proper and necessary for the operations of the GAHS. The powers and duties of the paid staff, contractor or consultant, shall be as assigned or as delegated to be assigned by the Board.
Section 4.10. Conflict of Interest. Any director of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with the GAHS or any matter pending before the Board of Directors, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board of Directors to voluntarily excuse him/herself and will vacate his/her seat if there is a conflict with the GAHS and/or refrain from discussion and voting on said item.
Section 5.01. Indemnification. Every member of the Board of Directors, officer or employee of the GAHS may be indemnified by the GAHS against all expenses and liabilities, including legal fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the GAHS, unless such director has been judged to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interest of the GAHS. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled. * This would presume the need to carry directors’ and officers’ liability insurance.
Section 6.01. Fiscal Year. The fiscal year of the GAHS shall be September 1 to August 31 but may be changed by resolution of the Board of Directors.
Section 6.02. Cheques, Drafts, Etc. All cheques, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the GAHS and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board of Directors.
Section 6.03. Deposits and Accounts. All funds of the GAHS shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors may select, or as may be selected by the President or by any other officer or officers or agent or agents of the GAHS, to whom such power may be delegated by the Board of Directors.
Section 6.04. Investments and Borrowing. The funds of the GAHS may be retained in whole or in part in cash or be invested in such form of securities as the Board of Directors may deem desirable subject to the laws of Canada. Funds may also be borrowed as the Board of Directors may deem desirable provided the borrowing of such funds is in the interest of the GAHS and consistent with s. 1.02.
Section 6.05 Financial Statements. All financial statements shall be prepared using generally accepted accounting principles. The Board of Directors may conduct an annual financial review and audit at its sole discretion the results of which will be provied at the next insuing annual general meeting.
BOOKS AND RECORDS
Section 7.01. Books and Records. Correct books of account of the activities and transactions of the GAHS shall be kept at the office of the GAHS which location and postal address shall be determined by the Board of Directors. These shall include a copy of these bylaws, financial statements, written correspondence, registry or certification documents, all minutes of meetings of the Board of Directors, and any other documentation relevant to the conduct of the GAHS’s business.
AMENDMENT OF BYLAWS
Section 8.01 Amendment of Bylaws. These bylaws may be amended by a majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all directors of the Board waive such notice, or by unanimous consent in writing without a meeting.