Preamble
The Purposes of this Association are:
1) Social, benevolent and cooperative.
2) To strengthen acquaintance within the agricultural aviation industry.
3) To disseminate among its members technical knowledge
relevant to the advancement of the industry.
4) To cooperate in the development of higher ethical standards of business that will further the recognition of the worthiness of agricultural aviation.
5) To cooperate and advise with any and all agencies genuinely interested in the betterment of the agricultural aviation industry and in the national defense.
Membership
Article I
Section 1:
This Constitution and By-Laws enacted by the Association not in conflict with any State or National law shall be the supreme law of the Oklahoma Agricultural Aviation Association.
Section 2:
The General Assembly shall be the only legitimate source of power or authority.
Article II
Membership
Section 1:
Membership in this Association shall consist of Operators,
Pilots, Associates, Honorary, Industry and/or any other category of members that may be designated by the Association who indicate a sincere desire and willingness to uphold and abide by the Constitution and
By-Laws of the Oklahoma Agricultural Aviation Association; and who, having been granted a certificate of membership, continue to perform the obligations as set forth herein.
1) Operator Members: Any person or persons owning and/or operating an Oklahoma State Certified Agricultural Aviation business. Licensed operators must take membership in the Operator Member category.
2) Pilot Members: Any person holding a pilot’s certificate and is engaged in agricultural aviation is eligible for membership in this Association.
3) Associate Members: Any employee (i.e., ground crew, loader, flagger, etc.) or family member associated with an Oklahoma State Certified Agricultural Aviation business.
4) Honorary Members: Members who have been recognized by the Association for long and meritorious service to agricultural aviation and to the Oklahoma Agricultural Aviation Association.
5) Industrial Members: People or concerns directly associated with or interested in the welfare of the agricultural aviation industry.
Section 2:
Votes in the Association shall be allowed as follows: All Operator, Pilot, and Associate Members in good standing shall have the right to vote in all matters relating to the affairs of the Association and shall receive all social, benevolent and cooperative benefits.
Article III
General Assembly
Section 1:
General Assembly: There shall be at least one meeting annually of the General Assembly of the Oklahoma Agricultural Aviation Association which will be held during the Association’s Annual Convention. Action of the General Assembly shall be final. Operator, Pilot and Associate members in good standing attending the General Assembly shall constitute a quorum.
Section 2:
The General Assembly shall have the power to enact all statutes which shall be necessary and proper for carrying into execution the foregoing powers, and all other powers vested by this Constitutionin the government of the Association, or of any departments or officers thereof, of such as will preserve the interests or promote the general welfare of the Association and its members.
Section 3:
The General Assembly may be statute provide for the impeachment and removal from office any officer and shall define the offenses for which impeachment may lie.
Section 4:
All matters shall be decided by a majority vote of the General Assembly, with the following exceptions:
1) An officer shall not be impeached without a two-thirds vote.
2) Any proposed statute or amendment to a statute shall be submitted in writing and filed in duplicate with the Executive Director or President, at least fifteen days prior to the convening of the General Assembly, and shall set out in full the proposed statute or amendments; the Executive Director or President shall forward a copy of the proposed amendment to each voting member at least ten (10) days before said meeting; provided, however, that the General Assembly may, upon a two-thirds vote receive and act upon any proposed statute or amendment which has not been so filed with the Executive Director or President; provided further, that committees of the General Assembly and officers, may propose statutes without filing same with the Executive Director or President as hereinafter provided.
Section 5:
All statutes and amendments thereto, after receiving a majority vote at the General directed to the membership. All statutes or amendments having been approved at the General Assembly shall take effect on the thirtieth (30th) day after adjournment of the regular General Assembly session after they are enacted.
Section 6:
Upon the demand of not less that fifty (50) percent of the members present a roll-call vote may be ordered on any question and entered into the minutes of the General Assembly session.
Section 7:
A majority of the Board of Directors shall constitute a quorum.
Section 8:
In the interim between called meetings, the Board of Directors and its members shall act and vote in writing through the government mails or by telephone. The Executive Director shall record all such actions in the minutes of the meeting of the Board.
Article IV
Executive Department
Section 1:
The executive power shall be vested in the Board of Directors and the President.
Section 2:
In case of the removal of the President from office, or of the President’s death, resignation or inability to discharge the powers and duties of the office, the same shall fall upon the other officers named in Article III, Section 1 of the By-Laws in the order named therein.
Section 3:
The President shall appoint all standing committees, and all special committees, when the statute, motion or resolution authorizing their appointment, does not otherwise provide.
Section 4:
The President shall have a general supervisory power over all other officers of the General Assembly, shall have access to all books, papers, documents and letters of any other officers, and may require a report in writing as to any matter relating to or affecting the Oklahoma Agricultural Aviation Association.
Section 5:
The President, at the annual sessions of the General Assembly, shall make a report of his official acts and general condition of the Association, and make such recommendations as may be deemed proper for the information of the General Assembly.
Section 6:
The Board of Directors shall report, in writing, to the General Assembly at each session thereof, such report giving a true and complete statement of affairs of the Association and of the business which such board has transacted since its last report.
Section 7:
A majority of the Board of Directors shall constitute a quorum.
Section 8:
In the interim between called meetings, the Board of Directors and its members shall act and vote in writing through the government mails or by telephone. The Executive Director shall record all such actions in the minutes of the meeting of the Board.
Article V
Board of Directors
Section 1:
No officer or employee of the Oklahoma Agricultural Aviation Association shall profit directly or indirectly from the sales and supplies or merchandise or services to the Association. Neither the Board of Directors, nor any other committee, board or employing agency of the Association shall have the authority to enter into any contract with anyone for a period of longer than one year, or for the interim between meetings of the General Assembly, whichever is the lesser, with the exception of the Executive Director.
Section 2:
The Association will not pass any law which will interfere with the religious or political convictions of members of the Association.
Section 3:
This Constitution and By-Laws may be amended by the affirmative vote of two-thirds of a quorum of a regular meeting of the General Assembly, provided that notice and copy of such proposed amendment be filed with the Executive Director at least fifteen (15) days before the regular meeting and that the Executive Director forward a copy of the proposed amendment to each voting member at least ten (10) days before said meeting.
By-Laws
Article I
Section 1:
Application for membership shall be made to the Executive Director or to the President.
Article II
Membership
Section 1:
Annual dues for all members of this Association shall be determined by the Board of Directors.
Section 2:
No member shall be liable to any special assessment in addition to the provisions of Section 1, above, without individual consent.
Section 3:
The annual dues of all members shall be paid in advance each year. Any member who fails to pay membership dues within thirty (30) days from notice shall be delinquent. The Executive Director shall report to the Board of Directors the name of any member in arrears for dues, and no member who is in arrears shall be entitled to vote or have any other of the Rights of Members.
1) The fiscal year shall be from the election of officers at the Annual General Assembly to the ending of the next Annual General Assembly.
Article III
Officers
Section 1:
Officers of this Association shall be President, Vice-President, State National Agricultural Aviation Association Board Member, four (4) Oklahoma Directors and one (1) Out-of-State Director.
All officers shall be duly elected by popular vote at the ending of the General Assembly.
Section 2:
President – Any Operator or Pilot member in good standing is eligible to hold the office of President.
1) The President shall preside at all sessions of the Assembly, serve as Chair of the Board of Directors, and shall be ex-officio member of all committees.
(a) The President shall, by an official circular signed by him and attested by the Executive Director and mailed to each member promulgate all amendments to the Laws and any other matter that the General Assembly of the Board of Directors shall direct.
(b) The President shall sign all papers which require authentication and perform such other acts and duties as may be required by the Constitution and By-Laws.
(c) The President shall also have such other powers and the new President is elected at the next General Assembly.
Section 3:
Vice-President – Any Operator-Member in good standing is eligible for the office of Vice-President of the Association. The duties shall be to preside in the absence of the President at General Assemblies. Also, to assist the President in any way possible in the normal course of official business and to audit or cause audit of the books annually. The Vice-President shall serve a term of one year and shall not serve more than two consecutive terms.
In the event of the death, incapacitation or impeachment of the President, the Vice-President shall assume the duties and responsibilities of the President and carry out those duties and responsibilities until such time as:
1) The President’s term expires.
2) The President recovers and declares himself or herself capable of reassuming the duties of the office, or
3) The new President is elected at the General Assembly.
Section 4:
State NAAA Board Member – Any Operator or Pilot Member in good standing with the State and National organization is eligible for the position of State Member National Agricultural Aviation Association Board of Directors.
The duties shall be to represent the Oklahoma Agricultural Aviation Association Board of Directors at all National Agricultural Aviation Association Board of Directors meetings and conventions. Term of office shall be for three (3) years, unless otherwise amended in writing by the Board of Directors of the Oklahoma Agricultural Aviation Association.
1) The State National Agricultural Aviation Association Board of Directors Member will serve the Oklahoma Agricultural Aviation Association as one of the members of the Board of Directors.
2) The State National Agricultural Aviation Association Board of Directors Member will make, in writing and upon request, orally, reports of each National Agricultural Aviation Association Board of Directors meetings to the Oklahoma Agricultural Aviation Association Board of Directors at the Annual General Assembly.
3) The State National Agricultural Aviation Association Board of Directors Member will be reimbursed for expenses approved by the Board of Directors.
Section 5:
Board of Directors – The Board of Directors shall:
1) Have general authority, control and supervision over all fiscal affairs, funds, properties, securities, investments, purchases and employments of the Association.
2) Supervise the basic major policies.
3) Supervise and regulate the administration of officers and employees, and generally shall have supervision, control and management over all departments of the Association as may be created by the By-Laws and as have not been specifically delegated to the President.
4) Perform such other duties as may be required by the Constitution and By-Laws.
5) Except as otherwise provided by the Constitution and By-Laws and not in conflict therewith, the Board of Directors shall have the power and be charged with the following duties:
(a) To coordinate and direct the overall business administration of the Association.
(b) To provide an efficient administrative organization of the Association.
(c) All expenditures of five hundred dollars ($500.00) or more must be approved by a least three (3) members of the Board of Directors and expenditures of twenty-five hundred dollars ($2,500.00) or more must be approved by the Board of Directors.
6) Meet as often as it may deem advisable, provided that there shall be at least two (2) meetings of the Board of Directors in each fiscal year.
7) It shall be the duty of the Board of Directors to employ a Certified Public Accountant as deemed necessary to make an audit of the books and accounts of the Executive Director, and all other financial accounts of the Association, and to submit such audit to the annual session of the General Assembly.
8) The Directors shall be members in good standing. Duties of the Directors shall be to meet as necessity dictates in order to formulate plans, draft resolutions, amendments, etc., to present to the General Assembly for action. The Chair of the Board shall constitute the decisive vote, if needed. In orderthat a recommendation be brought from a Director’s meeting, a quorum must be in attendance. Directors may vote by proxy.
9) All elected Directors shall serve a two (2) year term.
10) The Industrial Representative, two (2) Ex-Officio members and the WOAAA Representative shall be appointed by their individual organizations.
Section 6:
Executive Director – The Executive Director shall be hired by the Board of Directors to serve the duties of Secretary-Treasurer to the Oklahoma Agricultural Aviation Association and to carry out the following duties:
1) The Executive Director shall attend and keep a true record of all proceedings of the General Assembly meetings and Board of Directors meetings.
2) The Executive Director shall have charge of all records, books, papers and documents of the Association that are incidental to the operation of the Association.
3) The Executive Director shall deliver all books, files and records for examination whenever the President or the Board of Directors shall so direct.
4) The Executive Director is authorized to employ such assistants as the Board of Directors may authorize and approve, and at such salaries as provided in the annual budget of the General Assembly.
5) The Executive Director shall be under the supervision and direction of the President and the Board of Directors.
6) The Executive Director shall keep such books and records as may be necessary to show all deposits made to the Association funds and all withdrawals from the same Association funds.
7) The Executive Director will act as coordinator for the Annual General Assembly Session, Board of Directors meetings,
Fly-Ins and any other meeting or training sessions associated with the Association and approved by the Board of Directors.
8) The Executive Director will provide the minutes of the last Annual General Assembly and current financial report to the attendees of each Annual General Assembly business meeting.
Article IV
Executive Department
Section 1:
Oklahoma Agricultural Aviation Association assets belong to the Association membership as a whole. In the event of division or merger with other organizations, the assets of the Association will be audited and allocated to the new organization in proportion to the percentage of the voting members transferred.
The Association may be dissolved by the vote of two-thirds majority of its active members.
Upon dissolution of the Oklahoma Agricultural Aviation Association, the Board of Directors shall, after paying or making provision for payment of all of the liabilities of the Association, transfer all of the assets of the Association to the National Agricultural Aviation Association or to the succeeding organization, or dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) 3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
Article V
Order of Business
Section 1:
The order of business at each meeting of this Association shall be as follows:
1) Roll call
2) Reading of the minutes
3) Report of Officers
4) Report of Committees
5) Unfinished business
6) New business
7) Adjournment
Section 2:
Robert’s “Rules of Order” shall be the parliamentary authority of this Association.