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Airport Association ByLawsOLE= 0 :­1 -7 1 C E The principal office of the corporation in the state of Montana is at the Kalispell City Airport, Kalispell, Montana. tSIBIMBERSHIP MEETINGS A. The annual meeting of the members of the corporation co: m,encing with the year 1967 shall be held at the principal office of the corporation in the state of Montana, or at such other place ti,;ithin the state of Montana as may be determined by the Board of Di-recto-rs and as may be designated in the notice of such meeting. The meetings shall be held on the third Monday of January of each year. The business to be transacted at such meeting shall be the clection of directors and such other business as shall bo,properly brought before the meeting. D. Notice of such annual meeting shall be given to the membership by publication of an announcement thereof including the time and place of such meeting in a daily newspaper published in the city of Kalispell, which notice shall be given at least five days prior to such meeting. C. in the event such meeting cannot be held on the date herein provided the same may be postponed by the directors and notice of such postponed meeting shall be given as provided herein -- above SPECLIL MEETINGS Special meetings of the stockholders may be called by the directors or by the holders of at least ten percent of the me-,�ber- ships in said corporation. At any time upon the written request of any person or persons entitled to call a speclLal meeting it shall bo he duty of the secretary to give notice in the manner herein - above described of such meeting at least five days prior to the ting. 2 7Z j _1,0_ U_ Ten percent of the duly enrolled members of V.he corporation in attendance at a properly noticed meeting shall constitute a cucrum therefor. E VOT11TO Each member of the corporation shall be entitled to one vote on all questions coming before meetings of the membership. Each vote shall be cast personally and voting by proxy shall not be permitted. ARTICLE Ill. DIRECTORS Section A. Number, qualification, term, quorum and vacancies. 1. The property, affairs and business of the corporation shall be managed by a Board of Directors which shall consist of five members of the corporation, except as hereinafter provided the directors shall be elected at the annual meeting of the stockholders and each director shall serve for two years and until his successor shall be elected and qualified. 2. The number of directors may be increased or decreased from time to time by an amendment to these bylaws. The number of .4irectors shall never be less than three nor more than thirteen. 3. A majority of the directors shall be necessary to constitute a quorum for the transaction of business. if at any meeting of the Board of Directors there shall be less than a quorum present a majority of those present may adjourn the meeting from tire to time until a quorum shall have been obtained. incase there are vacancies on the Board ofDirectorsother than vacancies created by the removal of a director or directors by the stockholders, the remaining directors although less than a quorum may by a majority vode elect a successor or successors for the unexpired term or terms. Section B. Meetings. Meetings of the Board of Directors shall be held at such times and places as are fixed from time to time by resolution of thc-- Board. Special meetings may be held at.any time upon call of the president, vice president or any two electors, provided that if notice of a meeting is given less than 24 hours in advance of the meeting such meeting shall be postponed to a convenient time at the request of any one of the directors. Section C. Removal. At any meeting of the stockholders any director or directors may be removed from office without assignment of any reason taerefore by a majority vote of the members voting and a new director or directors shall be elected at the same meeting to fill the "U:iC--"VOircd term or terms of the director or directors so removed. - 2 - Section D. Term Directors shall serve two year terms At the organizational meeting three directors shall be elected to a one year ter -in. and two directors shall be elected to a two year term, and subsequent elections shall be to fill the offices as such terms expire. section E. compensation No compensation shall be paid to directors for their services but reasonable expenses incurred in connection with corporate business and approved in advance by the Board of Directors may be compensated. section F. indemnification The corporation shall indemnify each of its directors and officers whether or not then in office and their executors, administrators and heirs against all reasonable expenses actually and necessarily incurred by him in connection with the defense of any litigation to which he may have been made a party because he is or was a director or officer of the corporation. He shall have no right of reimbursement however in relation to matters as to -Which he has beeft adjudged liable to the corporation for negligence or I misconduct in the performance of his duties.. The right to indemnity for expenses shall alsoap.-ply to the expenses of suits which are compromised or settled if the Court having jurisdiction of the matter shall approve such settlement. ARTICLE IV. OFFICERS Section A. The officers of the association a vice president and a secretary -treasurer. be such subordinate officers as the Board of 'Alecessaryo Section B. Term of office shall be a president In addition there may Directors may be deem The principal officers shall be chosen annually by the Board of Directors at the first meeting of the Board following the stockholders annual meeting or as soon thereafter as is conveniently possible. Each officer shall serve until his successor shall have bccn chosen and qualified, or until his death, resignation or rc'tovai. section C. Removal. Any officer may be removed office with or without cause at any titme by the affirmative vote of a majority of the Board of Directors then in office. - 3 - Section D. Vacancies. Any vacancy in office from any cause may be filled for the unexpired portion of the tern, by the Board of Directors. a ect.ion B. Duties 1.. The president shall preside at all meetings of the stockholders and the Board of Directors. He shall have general supervision of the affairs of the.corporation; shall sign or counter- sign all certificates, contracts or other instruments or the corpor- ation as authorized by the Board of Directors, shall make reports to the Board of Directors and the members and shall perform such other duties as are incident to his office or are properly required of him by the Board of Directors. 2. The vice president shall exercise the functions of the president during the absence or disability of the president and perform such other duties as are assigned to hint from time to tLme by the Board of Directors. 3. The secretary --treasurer shall perform such duties as are incident to his office or areproperly required of him by the Board of Directors. 4. In case -of the absence or disability of any officer of the corporation and of any person authorized to act in"his place the Board of Directors may from time to time delegate the powers and duties of such officer to any other officer or any director or any ot"'her mer;ber of the corporation. ARTICLE V. xr KSERSHIP .any person may become a member of the corporation upon payment of the proper dues. The Board of Directors may from time to time adopt regulations'limiting the membership in various respects but in no case shall the Board of Directors have the authority to impose any limitation that would prevent any adult resident of the city of Kalispell from becoming a member upon payment of appropriate dues. .saes shall be determined by the Board of Directors and may be varied fro., time to time and year to year as the directors deem in the best interests of the corporation. No member shall be liable to any assessment by reason of being a member, but the Board of Director: r,:. y, v;hon it is deemed necessary, request voluntary contributions from the membership in specified or unspecified amounts. Ple-Iriberohip ll not 3.w transferable and no person may hold more than one r.o:-..bership. The secretary -treasure shall maintain a roster of the r::v Hers vhic h shall be subject to examination by any person on the - 4 - day of the annual meeting and by any officer of the corporation at any other time. ARTICLE VI. CORPORATE SEAL The corpora-te seal of the corporation shall consist of tvao concentric circles between which shall be the name of the corpor- ation and in the center of which shall be !n3cribed the words "Corporate Seal State of Montana". ARTICLE VII. ANLENTIMENT OF BYLAWS The Board of Directors shall have the power tolamend, alter or repeal these bylaws and adopt new bylaws from time to time by an affirmative vote of a majority of the whole Board as then constituted, provided that notice of the proposal to make, alter or amend or repeal the bylaws was included in the notice of the directors meeting at which such action takes place unless such notice be waived. At the next meeting of the zmer�ership following any such action by the Board of Directors the members by majority vote of those present and entitled to vote there at shall have to alter or repeal bylaws newly adopted by the Board of Directors or to restore to their original status bylaws which the Board may 1-:ave altered or repealed and the notice of such merbership meeting shall include notice that bylaw action is contemplated. - 5 --