SSA Member
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| Bylaws of the Soaring Society of
America (as amended to January 31, 1997) ...continued Articles III and IV |
Article III — Meetings
Section 1 — The annual meeting of the Society for the purpose of conducting such business as may properly come before said meeting shall be held at a time and place to be selected by the Directors. Written notice of the time, place, and purpose of such meeting shall be mailed to each Member not less than ten nor more than sixty days before the meeting.
Section 2 — Special meetings of the Society may be held after due notice, but no business other than formal business shall be transacted unless set forth in the notice, and the Secretary shall call such meetings at the request of four (4) Directors, at a meeting of the Board, or written request of four (4) Directors.
Section 3 — At all meetings of the Society there shall be present, either in person or by proxy, five Members in order to constitute a quorum.
Section 4 — Deliberations of the Society shall be governed by the latest edition of Robert's Rules of Order, except where requirements for majorities and methods of voting are elsewhere stated in the Bylaws. The presiding officer may appoint a parliamentarian to advise in the conduct of deliberations.
Article IV — Directors
Section 1 — The affairs and business of the Society shall be governed by a Board of Directors consisting of 20 (but not less than three) Regional Directors and six Directors-at-Large. Regional Directors will be nominated and elected by the membership in the region in which they reside. Regional Directors will serve a three year term unless, where, for any reason including Directorship reallocation, Regional Directors in a single region would have their term expire simultaneously. In this case, the Regional Director who receives the fewer number of votes, as established by the prescribed voting system, shall be elected to a term of two years. This exceptional two year term shall not be created where a region is allocated more than three Directors and at least one Director's term is scheduled to expire in each of the following three years. The Directors-at-Large shall be elected by the Directors and shall serve for a term of one year. All Director and Officer terms shall commence on January first of the year following their election. One of the nominees for Director-at-Large shall be recommended by the National Aeronautic Association. A slate of standby Directors-at-Large may be elected, who are to take office in the order of their standing of such vote when Directors-at-Large vacancies occur, except for the NAA representative.
In addition to the above-named Directors, during the year immediately subsequent to his retirement, the retiring SSA Chair shall be a Director-at-Large if he will not otherwise be serving as a duly elected Director.
The Board of Directors shall divide the United States and other areas at its discretion into regions for the purpose of the election of Regional Directors. These regions will be delineated so as to give consideration to population density of the Society's Members and soaring operational patterns, and the number of Regional Directors for each region will be allocated in such a way as to give each region equitable representation in proportion to its membership population.
Regional Directors shall be nominated and elected only in those regions where there is a vacancy.
No Regional Director may be nominated for re-election until he has less than one year of his unexpired term to serve. At the time of nomination, election and during his term of office, each Director must be a voting member of the Society in good standing. Any Member can nominate one Member for each vacancy in his region. Each Member nominated by three or more Members from his region will have his name placed on the election ballot.
Annual elections under this Section shall be conducted by mail at such time as to be completed prior to the Fall Board Meeting.
In the case of a tie vote between two or more candidates in the same region, there shall be a runoff election between the candidates who were tied.
Section 2 — Unless otherwise ordered, the Board of Directors shall hold two regular meetings; one, known as its annual meeting, for the purpose of electing officers, Directors-at-Large, and standby Directors-at-Large, and any other business that may arise, during an annual U.S. National Soaring Championships or such time as the Directors may designate within 120 days subsequent to each June first; and another within 90 days of each January first. In addition, the Board of Directors shall hold special meetings whenever called together by the Chair upon due notice given to each Director or by the secretary at the written request of four (4) Directors, the business of which shall be limited to that of the call.
Section 3 — At all meetings of the Board of Directors, the Chair, or in his absence, the 1st Vice-Chair, or in the absence of both, one of the Vice-Chairs chosen by vote of the Directors, shall preside.
Section 4 — At least one-third (1/3) of the number of Directors as fixed by these bylaws, shall be necessary to constitute a quorum for the transaction of business and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that if less than a quorum is present at a meeting, the Directors may adjourn from time to time, without further notice, but may not transact any business.
Section 5 — Any vacancy in the Board of Directors occurring during the year through death, resignation, removal or other cause, shall be filled for the unexpired portion of the term by vote of the remaining Directors. If it be a Regional Director vacancy it shall be filled within the region.
If a Regional Director permanently moves his residence outside the region from which he was elected, he shall submit his resignation to the Board of Directors. If this resignation is accepted by the Board, the vacancy shall be filled for the unexpired term by a Member from that region who will be elected in a manner as determined by the vote of the Directors.
Section 6 — By a majority vote of the whole Board of Directors at a regular meeting thereof, the Directors may, at their meeting, designate five members of the Board of Directors to constitute an Executive Committee to serve until the next regular meeting of the Board of Directors. The Chair of the Society must be a member of this committee and shall act as chairman thereof. The committee shall have the right to, and may exercise, during the intervals between regular meetings of the Board of Directors, any and all of the powers of the Board of Directors which may be lawfully delegated in the management of the business and affairs of the Society, except that the Executive Committee shall not have the right to exercise any powers which can be exercised only by vote of the whole Board of Directors.
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