Independence State Airport Support Board

 

BYLAWS

 

Adopted June 16, 2004




TABLE OF CONTENTS    



ARTICLE I – NAME AND PURPOSE

 

ARTICLE II – MEMBERSHIP

 

ARTICLE III – MEETINGS

ARTICLE IV – DIRECTORS

ARTICLE V -- DUTIES OF THE BOARD OF DIRECTORS

 

ARTICLE VI -- ESTABLISHMENT OF STAFF POSITIONS

 

ARTICLE VII –COMMITTEES


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