Ohio Aviation Association Constitution and ByLaws

FOUNDED-OCTOBER 1965 (AS THE OHIO AIRPORTS MANAGERS ASSOCIATION) AMENDED APRIL 13, 2010
AMENDED DECEMBER 3, 2015
AMENDED SEPTEMBER 7, 2017

ARTICLE I – NAME

A. The name of this organization shall be "Ohio Aviation Association”. The official abbreviation of this name shall be "OAA”.
B. It shall be incorporated as a corporation, not-for-profit, under and by virtue of the laws of the State of Ohio.


ARTICLE II – PURPOSE

The Purpose of OAA shall be:
A. To serve as the voice for airports that contribute to the economic vibrancy and well-being of Ohio, the birthplace of aviation.
B. To advocate on behalf of Ohio’s airports at the local, state and federal level;
C. To communicate the value and economic benefits of Ohio airports and aviation industry to members, legislators, the media and the public;
D. To educate through an annual conference, peer-to-peer mentoring and additional training/forums;
E. To engage members through regular communication, education and involvement in OAA activities;


ARTICLE III – OFFICERS

A. The Officers of this association shall be President, Vice President, Secretary, and Treasurer, all of whom shall hold office for a term of one year or until a successor is elected.
B. The President shall preside at all general meetings of the association and shall be an ex-officio member of all committees.
C. In the event of absence, inability or refusal of the President to perform the duties, the Vice President shall assume the President's prerogatives and power for all purposes.
D. The Secretary shall maintain records of all proceedings of OAA and a roster of active OAA members.
E. The Treasurer shall Chair the Finance Committee and oversee all financial transactions of OAA funds.  Additional responsibilities may be outlined in policies, procedures, and committee responsibilities.
F. The Immediate Past President shall Chair the Administration Committee.  Additional responsibilities may be outlined in policies, procedures, and committee responsibilities.


ARTICLE IV – BOARD OF DIRECTORS

A. The Officers of the association, together  with  the  two  past  presidents  and eleven  directors, that are voting members in good standing, elected at large at the annual Meeting of OAA, shall constitute the Board of Directors which shall conduct the business of OAA.
B. A vacancy in any officer position because of death, resignation, removal, disqualification or other cause may be filled by the Board of Directors to serve until the next annual meeting.
C. A vacancy in any Director position because of death, resignation, removal, disqualification or other cause may be filled by the Board of Directors to serve the remaining unexpired term.
D. Attendance by one-third of the Board of Directors shall constitute a Quorum for the transaction of Business.
E. Directors shall be elected for 3-year terms, with terms staggered so that four Directors are elected each year. The terms shall coincide with the Annual Meeting.


ARTICLE V – MEMBERSHIP CATEGORIES

The membership year of OAA shall be consistent with the fiscal year commencing on the first day of January and terminating on the last day of December. There shall be Membership Categories as follows:
A. Commercial Service Airport – This category of membership is for airports that provide scheduled passenger airline service or commercial cargo service. Unlimited number of airport employees that will have access to full membership benefits.  This membership will have voting privileges for up to five (5) members.
B. General Aviation Airport 1 - This category of membership is for airports with more than 80 based aircraft. This category of membership allows for unlimited number of airport employees to have access to full membership benefits.  This membership will have voting privileges for up to five (5) members.
C. General Aviation Airport 2 - This category of membership is for airports with 50-79 based aircraft. This category of membership allows for unlimited number of airport employees to have access to full membership benefits.  This membership will have voting privileges for up to five (5) members.
D. General Aviation Airport 3 - This category of membership is for airports with 20-49 based aircraft.  This category of membership allows for unlimited number of airport employees to have access to full membership benefits.  This membership will have voting privileges for up to five (5) members.
E. General Aviation Airport 4 - This category of membership is for airports with less than 20 based aircraft. This category of membership allows for unlimited number of airport employees to have access to full membership benefits.  This membership will have voting privileges for up to five (5) members.
F. Corporate and consulting - This category of membership is for corporate and consulting firms. This category of membership allows for unlimited number of employees to have access to full membership benefits.  This membership will have voting privileges for up to five (5) members.
G. Supply Chain/Small Business/Direct Service - This category of membership is for contractors, service equipment manufacturers, airfield equipment manufacturers, building manufacturers, and material providers, Certified small businesses with documented DBE, SBE, MBE, or WBE certifications, FBOs, flight schools, and flying clubs. This category of membership allows for unlimited number of employees to have access to full membership benefits.  This membership will have voting privileges for up to two (2) members.
H. State Organizations/Institution – This category of membership is for a state organization/institution. This category of membership allows for unlimited number of employees to have access to full membership benefits.  This membership will have voting privileges for up to two (2) members.
I. Aviation Education Programs - This category of membership is for collegiate degree or technical aviation programs. This category of membership allows for unlimited number of employees to have access to full membership benefits.  This membership will have voting privileges for up to two (2) members.
J. Public/Non-Profit - This category of membership is for museums, aviation trade associations, and other public non-profit organizations. This category of membership allows for unlimited number of employees to have access to full membership benefits.  This membership will have voting privileges for one (1) member.
K. Supporter - This category of membership is for aircraft owner, pilot, or aviation enthusiast, (an aviation enthusiast is someone who is not currently employed in the aviation industry.) This membership will have voting privileges for one (1) member.
L. Aviation Partner - This category of membership is for high school, college and aviation program students. This membership will not have voting privileges.


ARTICLE VI – QUORUM AND VOTING

A.  The presence of Active members in good standing shall constitute a quorum for conducting business of OAA.
B. All Active members of the Association in good standing shall be entitled to vote, up to applicable membership category’s allowable votes outlined in Article V above, at meetings of OAA.
C. A simple majority of those present shall decide an issue.
D. At times other than the annual meeting or midyear meeting of the association, a vote may be taken by mail, including electronic mail, on matters which the officers of OAA believe to be of sufficient importance and which require immediate action by the Active membership. Such votes shall be conducted under the supervision of the Officers of OAA and shall include a clearly written explanation of the matter(s) on which vote(s) is being taken. An official ballot for each question being put shall be included in such mailing. Returned ballots shall not be officially tabulated in less than 14 days from the postmarked date of the official mailing by OAA. All quorum and majority requirements set forth for voting at meetings of OAA shall apply to votes taken by mail. In the event of a vote via electronic medium or mail, ballots shall be delivered to active membership organizations’ key contact person.


ARTICLE VII – ELECTIONS

The Administration Committee of the Board of Directors has the responsibility of recommending to the membership a slate of Officers and candidates for election to the Board of Directors. If the chair of the Administration Committee is a candidate for office, the Executive Committee will appoint another chair of the committee for the purpose of elections. For the purposes of elections, the committee shall be comprised of four members, two of whom should currently be serving as Directors and two other members that are in good standing.  Elections shall be held once a year at the annual meeting and shall be made by open motion from the floor.


ARTICLE VIII – COMMITTEES

A. The president shall appoint all standing committees and shall have the right to appoint any special committees and to name the members thereof for a period not to exceed the President’s term.
B. Standing Committees shall be as follows:
    • Administration: directs the administration of OAA and makes recommendations to the Board of Trustees as to the policies of OAA. The committee also conducts the election of officers and directors, establishes OAA awards criteria and procedures, conducts biennial review of Constitution and recommends revisions as necessary, and annually reviews the executive office management agreement for performance and compliance.
    • Finance:  monitors the financial operations of OAA, and reports to the Board of Trustees on the financial status of OAA.  The committee compiles financial data and uses the information to budget, analyze and make recommendations to the Board  to  assure  The  assets  of  OAA  are  invested  wisely  and  utilized appropriately in pursuit of OAA’s mission. The committee annually reviews financial and insurance policies for adequate coverage.
    • Membership: directs the operational aspects of OAA to ensure the implementation of OAA activities related to membership and promotion.
    • Advocacy:  considers and recommends legislative applications for OAA and advocates a position on all proposed legislation and policies affecting aviation. The committee keeps members informed on pending legislative matters through the legislative agenda and will meet and/or confer with appropriate elected officials, at all levels, if necessary. The committee assists with planning the OAA Annual Meeting, legislative events, and legislative awards.
    • Education: directs the educational activities of OAA by offering a wide range of educational opportunities to and maintaining a resource library for aviation stakeholders, and through outreach to the state’s high school and collegiate aviation programs.
    • Conference: with assistance from the executive office staff and each standing committee chair, directs the activities of organizing the OAA Annual Conference.
C. All Directors shall either chair or serve on a Standing Committee.


ARTICLE IX – MEETINGS

A. An annual meeting of OAA shall be held each year at a time and a place to be determined by the Board of Directors. Notice of any special meeting shall be issued by the President.
B. The Board of Directors shall meet throughout the year, at times and places to be determined by the OAA Board of Directors. Board members shall participate in a majority of the meetings throughout the year. Failure to do so may constitute grounds for removal from the Board.


ARTICLE X – FINANCES

A. The fiscal year of OAA shall be the year commencing on the first day of January and terminating on the last day of December.
B. The Board of Directors shall adopt a budget for each fiscal year, and OAA shall function within the total of such budget. Any expenditure in excess of an approved budget must be authorized by the Board of Directors.
C. Dues and fees for all grades of membership shall be set by the Board of Directors.
D. Dues and other monies collected by OAA shall be placed in a depository approved by the Board of Directors. Payments from the funds of OAA shall be made on the signature of the Treasurer and/or such other person so authorized by the Board of Directors.


ARTICLE XI – RULES OF PROCEDURES

A. Robert’s Rules of Order shall govern the parliamentary procedure of the meetings of OAA.


ARTICLE XII – NOTICES

A. Members shall furnish the Secretary with their official contact information. The distribution of any notice to the last known official location shall be deemed service of such notice or notices.


ARTICLE XIII – SUSPENSION AND REMOVAL OF MEMBERSHIP OR OFFICER

A. The Board of Directors, by a two-thirds vote, may suspend or revoke the membership of any member or remove an Officer from position for:
1.  Failure to meet the member’s financial obligations to OAA, or
2.  Conduct detrimental to OAA.
B. The member shall be given notice at least thirty days in advance of the meeting of the Board at which the vote is to be taken, and shall be afforded a reasonable opportunity to be heard.
C. A member that has been suspended or revoked under this section may be reinstated following an affirmative vote by two-thirds of the Board. Reinstatement shall be subject to such terms and conditions as the Board may impose.


ARTICLE XIV – AMENDMENTS

A.  A change in the Constitution & Bylaws may be made with the approval of a two- thirds majority vote of:
1.  The Active members in attendance, up to applicable membership category’s allowable votes, at a meeting in business session, or
2.  A vote by mail, or electronic medium, under the supervision of the Officers, as described in Article VI, paragraph D.
B. Any proposed change in the Constitution & Bylaws shall be circulated in writing or electronically to the Active members at least 14 days prior to a meeting where amendments will be considered.