We are resending the Bylaws Notice that was previously sent to you, and printing out the proposed changes in full for your convenience. These proposed changes will be voted on at the annual business meeting in Lubbock on January 12th.
TAAA Mission, Constitution & Bylaws
Preamble
The purpose of this association shall be to coordinate and generally direct help organize the efforts of agricultural aviation operators and pilots who are actively interested in the advancement of the industry.
The objectives of this association are social and cooperative; to strengthen acquaintance within the agricultural aviation industry; to disseminate among its members, technical knowledge relevant to the ethical standards of business that will further the recognition of the worthiness of agricultural aviation; to cooperate and advise with any and all agencies genuinely interested in the betterment of the agricultural aviation industry and in our national defense.
Constitution ARTICLE I
Section 1. This constitution and bylaws enacted by the association, not in conflict with any State or National Law, shall govern the operations and activitiesbe the supreme law of the Texas Agricultural Aviation Association.
Section 2.The membership of the association, duly convened as the General Assembly at appropriate times, is ultimately responsible for determining how the association will be governed, and for establishing how the powers and authority of the association will be exercised. general assembly shall be the legitimate source of power or authority.
ARTICLE II Membership
Section 1. Membership in this association shall consist of operator, pilot, individual, allied industry, associate and any other category of members that may be designated by the Association, who indicate a sincere desire and willingness to uphold and abide by the Constitution and Bylaws of the Texas Agricultural Aviation Association; and who, having been granted membership, continue to perform the obligations as set forth herein.
a. Operator Members. Any person operating a bona fide agricultural aviation business, holding a valid FAA Operating Certificate, and holding or employing a pilot who holds a valid Commercial Pilot’s License and a Texas Department of Agriculture Certified Commercial Applicators License, is eligible for membership in this association as an operator member, subject to the approval of the Board of Directors.
b. Pilot Members. Any person holding a valid Commercial Pilot’s license and engaged in agricultural aviation is eligible for membership in this association as a pilot member, subject to the approval of the Board of Directors. Any pilot who is the operator of an agricultural aviation business is not eligible as a pilot member if there is not an operator member from that business.
c. Individual Members. Any person who is actively engaged as a principal or employee of an agricultural aviation business operated by an operator member is eligible for membership in this association as an individual member, subject to the approval of the Board of Directors.
d. Allied Industry Members. Any industrial organizations and firms not engaged in agricultural aviation but closely allied to the agricultural aviation industry, such as, but not necessarily limited to aircraft manufacturers, aircraft engine manufacturers, systems suppliers, fuel companies, insurance underwriters, and other industries which serve the agricultural aviation industry isare eligible for membership in this association as an allied industry member, subject to the approval of the Board of Directors.
e. Associate Members. Any person whose firm is an allied industry member of this association and any other person interested in the promotion or welfare of agricultural aviation who does not meet the qualifications set forth above for any category of membership is eligible for membership in this association as an associate member, subject to the approval of the Board of Directors.
f. Charter Members. The term “charter member” shall be construed to mean those members whose applications were accepted on or before February 28, 1951, (as respective recognition). g.WTAAA Members. Any woman who is a member of any other membership category of the TAAA or any woman who is a spouse of a member of any other membership category, is eligible for membership in this association as a WTAAA (Women of the Texas Agricultural Aviation Association) member.
Section 2. Votes in the Association shall be allowed as follows: All operator, pilot and individual members in good standing shall have the right to vote in all matters relating to the affairs of the Association and shall receive all social and cooperative benefits. All other categories of members shall be welcomed into the association on a cooperative basis but will have no vote in the General Assembly business of the Association.
ARTICLE III General Assembly
Section 1. There shall be at least one meeting of the General Assembly of the Texas Agricultural Aviation Association each year. Action of the General Assembly shall be final. Members in good standing attending the General Assembly meeting shall constitute a quorum.
Section 2. The General Assembly shall have the power to enact all statutes which shall be necessary and proper for carrying into execution the foregoing powers, and all other powers vested by this Constitution in the government of the Association, or by any departments or officers thereof, or such as will preserve the interest or promote the general welfare of the Association and its members.
Section 3. The General Assembly may by statute provide for the impeachment and removal from office of any officer and shall define the offenses for which impeachment may lie.
Section 4. An officer shall not be convicted and removed on impeachment without a two-thirds vote. All other questions except amendment to the Constitution and action upon a proposed statute or amendment to a statute wherein the fifteen-day clause of Section 5, Article III, has not been complied with, shall be decided by a majority vote.
Section 5. Any proposed statute or amendment to a statute shall be submitted in writing and filed in duplicate with the Secretary at least fifteen days prior to the convening of the General Assembly, and shall set out in full the proposed statute amendment; provided, however, that the General Assembly may, upon two-thirds vote, receive and act upon any proposed statute or amendment which has not been so filed with the secretary; provided, further, that committees of the General Assembly, and officers, may propose statute or amendments to statutes without filing the same with the Secretary as hereinafter provided.
Section 6. All statutes and amendments thereto after receiving a majority vote at the General Assembly session at which they are proposed, shall within thirty days thereafter be directed to the membership. All statutes or amendments having been approved at the General Assembly shall take effect immediately after the final adjournment of the General Assembly session after they are enacted.
Section 7. Upon the demand of not less than fifty percent of the members present, a roll-call vote may be ordered on any question and entered into the minutes of the General Assembly session.
ARTICLE IV Executive Department
Section 1. The executive power shall be vested in the Board of Directors and the President.
Section 2. In case of the removal of the President from office, or of death, resignation or inability to discharge the powers and duties of the office, the same shall devolve upon the other officers named in Article III, Section 1, of the Bylaws, in the order named therein.
Section 3. The President, with the consent of the Board of Directors, shall appoint all standing committees, and all special committees when the statute, motion, or resolution authorizing their appointment does not otherwise provide.
Section 4. The President shall have general supervisory power over all other officers of the General Assembly, shall have access to all books, papers, documents, and letters of any other officers, and may require a report in writing as to any matter within knowledge.
Section 5. The President, at the annual sessions of the General Assembly, shall make a report of official acts and general condition of the Association, and make such recommendations as may be deemed proper for the information of the General Assembly.
Section 6. The Board of Directors shall report to the General Assembly at each session thereof, such report giving a true and complete statement of the affairs of the Association and of the business which such Board has transacted since its last report.
Section 7. A majority of the Board of Directors shall constitute a quorum.
Section 8. In the interim between called meetings, the Board of Directors may and its members shall act and vote in writing through email, the government mails, or telephonic meetings. The Secretary shall record all such actions in the minutes of the meeting of the Board.
ARTICLE V Officers
Section 1. The officers of this Association shall be: State President, State Vice President, Treasurer, and Secretary. There shall be one Vice President and two Directors from each of threefour designated regions in Texas.
ARTICLE VI General Provisions
Section 1. No officer or employee of the Texas Agricultural Aviation Association shall profit directly or indirectly from the sales of supplies or merchandise, or services to the Association.
Section 2. These Constitution and Bylaws may be amended by the affirmative vote of two-thirds of a quorum of a regular meeting of the General Assembly, provided that notice and copy of such proposed amendment be filed with the Secretary at least fifteen days before the regular meeting and that the Secretary forward a copy of the proposed amendment to each voting member at least ten days before said meeting.
Bylaws
ARTICLE I Membership Section 1. Application for membership shall be made to the Texas Agricultural Aviation Association office or to any officer. After 30 days, if no disapproval is registered with the Board of Directors, membership will be approved. Accepted members will be placed on active roll upon receipt of dues and initiation fees as set by the Association.
Section 2. Any member who fails to uphold and abide by the Constitution and Bylaws herein, or hereinafter, set forth by the Association, shall be expelled by action of the General Assembly. General Assembly may, or cause, by majority vote, discipline or suspend a member for a period up to, but not exceeding, ninety days. At the end of such period said member may be reinstated after review by General Assembly. General Assembly may, for cause, by unanimous vote, expel a member who shall then surrender the rights of membership and shall not thereafter use the name, emblem, badge, or insignia of TEXAS AGRICULTURAL AVIATION ASSOCIATION, and shall not be entitled to any rights of members. A member who has been expelled from the Association may, after a period of one year, make application for membership to District Officers; said application shall be reviewed and voted on by the General Assembly in closed session and accepted by unanimous vote only.
ARTICLE II Dues Section 1. Initiation fees and annual dues for all members of this association shall be determined by the Board of Directors.
Section 2. No member shall be liable to any special assessment in addition to the provisions of Section 1, above, without individual consent.
Section 3. The annual dues of all members shall be paid in advance of time of initiation, and thereafter shall be paid each fiscal year. Any member who fails to pay membership dues within thirty (30) days from notice shall be held to be delinquent. The Treasurer shall report to the Board of Directors the name of any member in arrears for dues, and no member who is in arrears shall be entitled to vote or have any other of the rights of members.
The fiscal year shall be from January 1 to the following December 31.
ARTICLE III Officers
Section 1. Officers. The Officers of the Association shall be duly elected by popular vote of the General Assembly each year, except for the President who shall be elected for a two-year term. The Officers shall be: State President, Vice President, Treasurer, and Secretary.
Section 2. President. Any Operator or Pilot Member in good standing from any of the designated regions in Texas is eligible for the office of President.
a. The President shall preside at all sessions of the General Assembly, serve as Chairman of the Board of Directors, and shall be ex-officio member of all committees;
1. The President shall promulgate all amendments to the Laws and any other matter that the General Assembly or Board of Directors shall direct.
2. The President shall sign all papers which require authentication, shall issue all pardons and perform such other acts and duties as may be required by virtue of the Constitution and Bylaws.
b. The President shall also have such other powers and perform such other duties as are inherent in and incident to the office, and which are not in conflict with the provisions of the Constitution and Bylaws.
c. At least thirty days prior to the day upon which the General Assembly is to convene in regular session, the President shall appoint, with the consent of the Board of Directors, committees for such purposes and on such occasions as the President, and the Board of Directors shall deem necessary or advisable.
d. The President may receive expenses incurred in conducting the business of the office.
e. The President shall have no power to grant dispensations from the Constitution and Bylaws of this Association. Whenever it is found that the laws of this State or that enforcement is impracticable or unworkable, the President shall have the power with concurrence of the Board of Directors to suspend the operation of any law of this Association, until the next session of the General Assembly.
f. In all cases where power and authority to do and act is granted by the Constitution or Bylaws, and such power is not vested elsewhere, the same is hereby vested in the President.
g. The President shall serve a term of onetwo yearsand may succeed him/herself for an additional one-year term; after expiration of the terms of office, shall serve for three years on the Board of Directors as Advisory Board Member.
Section 3. Vice President. Any Operator or Pilot Member in good standing from any of the designated regions in Texas is eligible for the office of Vice President. The duties shall be to preside in the absence of the President and to assist the President in any way possible in the normal course of official business. The Vice President shall preside, when necessary, in any District in the absence of the District Vice President. The Vice President shall have the same vote as any other member except while serving as President of the General Assembly or Chairman of the Board of Directors.
Section 4. Secretary. Any Operator or Pilot Member in good standing from any of the designated regions in Texas is eligible for the office of Secretary.
a. The Secretary shall keep a true record of all proceedings of the General Assembly and shall cause so much thereof to be printed as shall be directed by the General Assembly or the Board of Directors, and shall distribute the same to all Districts, officers, and committee members as soon as practical after the adjournment of each regular session.
b. The Secretary shall have charge of all records, books, papers, and documents of the Association that are incidental to the operation of this office.
c. The Secretary shall deliver the books for examination whenever the Board of Directors shall so direct.
d. The Secretary is hereby authorized to employ such assistants as the Board of Directors may authorize and approve, and at such salaries as provided in the annual budget of the General Assembly.
e. The Secretary and this office shall be under the supervision and direction of the President, and the Board of Directors.
Section 5. Treasurer. Any Operator or Pilot Member in good standing from any of the designated regions in Texas is eligible for the office of Treasurer.
a. The Treasurer shall keep such books and records as may be necessary to show all deposits made to the Association funds and all withdrawals from the same Association funds.
Section 6. Board of Directors. The Board of Directors shall be elected or appointed as further required herein each year. The Board of Directors has have general authority, control and supervision over all fiscal affairs, funds, properties, securities, investments, purchases and employments of the Association; shall supervise the basic major policies, shall supervise and regulate the administration of officers and employees fidelity bonds, other than their own; and generally shall have supervision, control and management over all departments of the Association as may be created by the Bylaws and not specifically delegated to the President, and shall perform such other duties as may be required by the Constitution and Bylaws.
a. The Board of Directors may establish such policies as it deems appropriate to safeguard the assets of the Association.shall annually fix the amounts of the bonds of each Association officer, except its own.
b. Except as otherwise provided by the Constitution and Bylaws and not in conflict therewith, the Board of Directors shall have the power and be charged with the following additional duties:
1. To coordinate and direct the overall business administration of the Association.
2. To provide an efficient administrative organization of the Association.
3. The Board of Directors shall periodically determine how to invest the cash reserves and assets of the Association. subject to the limitations of this Article. An amount up to $100,000 of such investments may include equalities, bonds, notes, certificates of deposits, or other such widely recognized investment mechanisms as the Board of Directors determines prudent. The balance of the funds in excess of $100,000 available for investment by the Association must be invested in such investment vehicles as are authorized by the Public Funds Investment Act, Art. 2256.001, et seq., Government Code, Texas Civil Statues Revised.
4. The Board of Directors shall meet as necessity dictates in order to formulate plans, draft resolutions, amendments, etc., to the General Assembly for action. The Chairman of the Board shall constitute the decisive vote, if needed.
5. In order that a recommendation be brought from a Directors’ meeting, a quorum must be in attendance. A quorum shall consist of a majority of the voting members of the Board.fourteen of the possible twenty-three votes. Directors may vote by proxy or by a means of communication where they can simultaneously be heard by each other during the meeting. The area of Texas shall consist of fourthree districts, as set forth and as appear on the map which becomes a part of this Constitution and Bylaws.
6. The Board of Directors may call a meeting at any time to fill any vacancy on the Board of Directors for the remaining term of the vacancy.Any of the designated regions composing the districts of the Texas Agricultural Aviation Association may call a meeting at any time for the purpose of electing a Vice President or Director to serve out an unexpired term.
c. The Board of Directors shall meet as often as it may deem advisable, provided that there shall be at least three meetings of the Board in each fiscal year.
d. The Board of Directors mayshall employ a Certified Public Accountant to conduct an audit of the financial records of the Association as often as it deems necessary or appropriate. Such Certified Public Accountant shall prepare a written report for submission to the Board of Directors. The Board of Directors may also obtain a review and report of the Association’s financial records at any time it deems appropriate.
e. The President, Vice President, Treasurer and Secretary shall be members of the Board of Directors. Nine additional Directors shall be members in good standing (three from each designated district of Texas), andincluding one Vice President from each district. Directors shall be either Operator or Pilot Members.
f. Allied Representative. Allied Industry Members shall elect two representatives to serve as voting members of the Board of Directors.
g. National Agricultural Aviation Association Director. The NAAA Director shall be appointed by the President and approved by the Board of Directors. He shall represent TAAA in NAAA Board meetings, and report to the Board his actions in representing Texas in National Association affairs. The NAAA Director is a voting member of the TAAA Board.
h. Advisory Board Members. The Advisory members shall be the immediate past three Presidents of the Association, and shall each serve three years after their expired terms as President. The Advisory Board Members shall serve as a Nominations Committee for purposes of recruiting and putting forth Association members to serve in elected positions on the Board to be voted on at the annual meeting of the General Assembly. The President may also assign such other duties to the Advisory Board as he determines appropriate. Advisory members are voting members of the Board.
i. Conference Chair. A Conference Chair shall be appointed by the President and approved by the Board of Directors. The Conference Chair shall be a member in good standing. The Conference Chair shall have the primary responsibility for planning and directing the annual conference with assistance from TAAA Board. The Conference Chair is a voting member of the Board.
j. Legislative Chair. A Legislative Chair shall be appointed by the President and approved by the Board of Directors. The Legislative Chair shall be a member in good standing. The Legislative Chair shall have the primary responsibility of working with the Board of Directors and staff to plan and direct the Association’s state governmental affairs efforts. The Legislative Chair is a voting member of the Board.
k. Womens’ Support Committee. A Womens’ Support Committee Chair shall be appointed by the President and approved by the Board of Directors. This committee shall be responsible for providing input to the board and for such other matters as the President determines. The Chair of this committee is a voting member of the Board. WTAAA Representative.WTAAA members shall elect one representative to serve as a voting member of the Board of Directors. l. A person may serve on the Board of Directors in more than one role, but shall have only one vote on the Board. By way of example, a person may serve on the Board as an Allied Industry representative and also be appointed as Conference Chair, or the Legislative Chair may already be an elected member of the Board.
ARTICLE IV Order of Business Section 1. The order of business at each meeting of the Association shall be as follows:
1. Roll Call
2. Reading of the Minutes of the Previous Meeting
3. Report of Officers
4. Report of Committee
5. Propositions for membership and election
6. Unfinished business
7. New business
8. Adjournment
Section 2. Robert’s Rules of Order shall be the parliamentary authority of this Association
