TABLE OF CONTENTS
ARTICLE III – MEETINGS
ARTICLE IV – DIRECTORS
ARTICLE V -- DUTIES OF THE BOARD OF DIRECTORS
ARTICLE VI -- ESTABLISHMENT OF STAFF POSITIONS
ARTICLE VIII – PERSONAL LIABILITY
ARTICLE IX – INDEMNIFICATION
ARTICLE X -- AMENDMENT OF ARTICLES OF
INCORPORATION AND BYLAWS
ARTICLE XI – POLICIES
ARTICLE XII – ADOPTION
ARTICLE I – NAME
Section 1. Name:
The name of the organization shall be the Independence State Airport Support
Board (ISAS Board).
Section 2. Purpose:
The
ISAS Board is primarily organized as a permanent advisory group of volunteer
representatives from Independence State Airport users to the Oregon Department
of Aviation (ODA). ODA activities, as
they relate to Independence State Airport, will be monitored and communicated
to ISAS members for development of appropriate responses.
Other
agencies and organizations potentially affecting planning, development and
operation of the Independence State Airport and the surrounding area impacted
by the airport may also benefit from monitoring and feedback, including the
Marion-Polk Council of Governments, the cities of Independence and Monmouth,
and Polk County Government.
The
ISAS Board of Directors shall promote these objectives by:
·
Seeking any information
from these agencies on any matter that could have an impact on airport users,
residents, or aviation activity and reporting issues of concern to the airport
users in a timely manner via mailings, e-mail and web site; and
·
Seeking input from the
airport users and making the appropriate presentations to these agencies
regarding their position on said issues.
The
ISAS Board of Directors shall also be responsible for development and
maintenance of Operating Policies (See ARTICLE XI):
·
Providing for the
organization and conduct of business by the ISAS Board;
·
Providing a forum for
the discussion and review of issues with the possibility of providing
recommendations to the Oregon State Department of Aviation;
·
Providing and
maintaining a specific set of objectives which reflect current issues facing
airport activities
ARTICLE II
-- MEMBERSHIP
Section 1. Membership:
Membership
of the ISAS Board of Directors shall be open to the representatives selected
and appointed by the following airport user groups who maintain an “active
presence” on Independence State Airport.
An active presence is generally understood to mean that specific
aviation activities are conducted on the airport and/or that there is a
reporting relationship (i.e., landlord/tenant or event approval) to the
Department of Aviation):
·
Independence Airpark
Homeowner’s Association, Inc;
·
North Annex,
Independence Airpark Homeowners, Inc.;
·
Independence Airport
Lessee’s – for hangar space rental;
·
Independence Airport
Business (commercial operations) Lessee’s;
·
Chapter 292 of the EAA;
and
·
Polk Co. Chapter,
Oregon Pilots Association
Should
other groups develop an active presence using the Independence State Airport
and formally request a membership on the Board of Directors, the existing ISAS
Board of Directors is authorized in Article IV, Section 1., to consider the
request and establish a membership.
The
ISAS Board of Directors shall also have the authority to establish non-voting
“Associate Board Memberships” for groups who may have a demonstrated interest
in the Independence State Airport and formally request membership, the existing
ISAS Board of Directors is authorized in Article IV, Section 1., to consider
the request and establish a non-voting membership.
Section 2.
Dues/Assessments:
Dues and/or assessments shall be established by policy as necessary by
the Board of Directors.
Section 3. Discipline and Conduct:
The Board of Directors shall develop policies for conduct and discipline of
members.
ARTICLE III
– MEETINGS
Section 1. Meeting Schedule:
The Board of Directors shall develop and maintain a schedule of regular
meetings and provide notice therefore.
Section 2.
Rules of Order:
The Board of Directors shall establish, by policy, the rules and guidelines by
which meetings shall be conducted and notice shall be provided to the
members.
The
Board shall determine, as a part of this policy, whether or not executive
and/or informal business sessions will be included and under what conditions.
Unless
determined otherwise and established by Board Policy, Roberts’
Rules of Order shall be followed for the conduct of business.
Section 3.
Quorum.
A quorum shall consist of one-half the voting members of the board plus
one.
ARTICLE IV -- DIRECTORS
Section 1. Members:
The Board of Directors shall consist of the duly appointed designee from each
member group. The term of each member
shall be determined by the group being represented, and they shall each serve
at the pleasure of their constituency.
It
shall be the responsibility of each Board Member to inform the Chair and other
Board Members of issues requiring the ISAS Board’s attention. It shall also be the responsibility of each
Board Member to keep their constituency informed of the ISAS Board’s activities
and actions.
From
time to time it may be appropriate to adjust membership on the ISAS Board. The Board of Directors shall have the
authority to provide for the establishment of new positions on the Board
representing user groups not listed above.
Conversely, if a group is no longer active, the position may be removed.
The
Board shall also have the authority to establish non-voting “Associate Board Members”
from different organized groups who would otherwise attend and share all
privileges of regular Board members.
Conversely, if a group is no longer active, the position may be removed.
Section 2.
Officers:
The Board of Directors shall select a Chair from within it’s own
membership. The responsibility of the
Chair shall be to conduct the meetings and arrange for the development of
agendas and materials necessary to maintain an informed Board of Directors. The Chair shall only vote in case of a tie.
The
Board shall also establish, a Treasurer and a Secretary and other officers as
may be deemed necessary. The Board
shall determine, by policy, if these officers are required to be members of the
Board or are to be selected from the community at large. That policy shall also define the scope of
their duties and terms of appointment.
Section 3. Voting rights:
Only Full Board of Director members from represented groups or their specified
alternates shall have voting privileges on the ISAS Board of Directors.
As
described in Section 1 above, the Board may establish non-voting “Associate
Board Memberships.”
Section 4.
Vacancies:
Vacancies on the Board of Directors shall be filled by the respective
organizations that are members of the Board as they individually
may determine. In the event a successor is not appointed by a member
organization, the vacancy shall remain until such time as a replacement is
selected by that organization.
ARTICLE V
-- DUTIES OF THE BOARD OF DIRECTORS
Section
1. Duties of Board Members
In addition to the items specified in ARTICLE IV, Sections 1 and 2 above, the
duties and responsibilities for the respective members of the Board and
selected officers may be further described and established by Policy of the
Board, should they find that necessary.
Section 2.
Establishing a Feedback Process
It
is recognized that there may be divergent views on issues from time to
time. The Board of Directors shall
establish, by policy, the manner in which information relating to both majority
and minority views will be developed as part of the routine feedback provided
to ODA and other government agencies.
ARTICLE VI -- ESTABLISHMENT OF STAFF
POSITIONS
The Board may, from time to time, see fit to establish specific positions
for specific activities. The Board, upon establishing such a position shall
by policy define the duties and responsibilities and time limits for those
positions.
ARTICLE
VII – COMMITTEES
The Board may, from time to time, see fit to establish committees for
either specific or ongoing activities. These committees may be either
standing or given specific times for existence at the determination of the
Board. The Board, upon establishing such a committee, shall by policy define
the membership, duties, responsibilities and time limits for those committees.
ARTICLE VIII. PERSONAL LIABILITY:
Section 1. Personal Liability:
All persons or corporations extending credits to, contracting with, or
having any claim against the Board or its officers or appointed individuals
or committees shall look only to the funds and property of the Board for
payment of any such contract or claim or for the payment of any debt, damage,
judgment or decree, or any other money that may otherwise become due or payable
to them from the Board, its officers or appointed individuals or committees, so
that neither the members of the Board of Directors, present or future shall be
personally liable therefore.
Section 2. Bonding:
The Board of Directors may, at their discretion, require that any
officers, directors, managers or other persons with Board responsibilities be
bonded in an amount to be determined by the Board.
ARTICLE IX
-- INDEMNIFICATION
Section 1. Indemnification Invoked:
The Board of Directors shall indemnify any person who was or is a party
to any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative, by reason of the fact that
the person is or was a Director, officer or otherwise appointed by the Board.
Indemnification covers all damages, judgments, fines, amounts paid in
settlement and expenses including, but not limited to attorney fees, actually
and reasonably incurred in connection with the indemnified action, suit or
proceeding.
Section 2. Conditions for
Indemnification:
The conditions for indemnification are compliance by the indemnitee with
the standard of good faith and reasonableness of such person's action
required by the provisions of any laws or regulations applicable to the type
of action, suit or proceeding, and compliance with the method of
determination of eligibility required by the provision of any applicable laws
or regulations.
Section 3. Indemnification Made:
Indemnification may be made although the indemnitee is adjudged to be
liable for negligence or misconduct in the performance of such person's
duties if the court in which the action or suit was brought determines that
in view of all circumstances of the case, the person is fairly and reasonably
entitled to indemnity for the expenses which the court shall deem proper.
ARTICLE X -- AMENDMENT OF ARTICLES OF
INCORPORATION AND BYLAWS
Amendment of the Bylaws shall be approved by an affirmative vote of 2/3 of the
voting membership of the Board of Directors.
Amendment of the Bylaws may be proposed by any voting member of the
Board, and following that proposal, shall be referred to a Bylaw Committee
established by the Board for the purpose of reviewing proposals and
recommending action to the Board of Directors.
Detailed procedures and requirements for review and development of
amendment(s) to (of) these Bylaws may be established by the Board of Directors,
as an operating policy (See ARTICLE XI).
ARTICLE XI
– POLICIES
The Board of Directors shall establish and maintain a set of operating
policies as specified above and as are reasonable and necessary, in the
judgment of the Board, to conduct the business of the Board.
The
Board shall provide for the regular review of policies, job descriptions for
staff and the duties and responsibilities of Committees established.
ARTICLE XII – ADOPTION
These Bylaws were adopted by a vote of the membership of the Members in good
standing on June 16, 2004.
Signed Board Chair Date
File: ISAS Bylaws
Adopted June16,2004.doc