CONSTITUTION AND BYLAWS OF NATIONAL AIRCRAFT FINANCE ASSOCIATION (As Amended and Restated Through January 2007)
The name of this association shall be:
NATIONAL AIRCRAFT FINANCE ASSOCIATION
The purpose of this association is to promote the general welfare of those persons and organizations who provide financing for the purchase or ownership of aircraft, whether by lease, loans secured by aircraft or otherwise; to improve such industry’s service to the public; to cooperate with government officials in furthering the national welfare; and to carry out other activities recognized as lawful and beneficial for such type of organization.
Full Membership: Full membership in the association, including voting rights shall be open to all persons or organizations including banks, partnerships and corporations who, in the course of their normal business, provide financing for the purchase or ownership of aircraft, whether by lease, loans secured by aircraft or otherwise, as determined by the Board Of Directors to be suitable and appropriate for full membership. In the case of sole proprietorships, the membership can be in the name of the individual or in instances of partnerships, banks or corporations membership shall be in the name of the organization. The organization member may designate one or more of its officers or employees to exercise the rights of membership provided for herein.
Voting: Decisions to be made by the membership in the organization shall be by vote with each member (full and associate) having one vote. A member may designate more than one person to attend membership meetings but only one vote may be cast by such member. Each member shall specify one individual authorized to vote on its behalf and, if desired, one alternate. All decisions shall be made by a majority of the members voting either in person or by proxy, except as otherwise herein provided.
Associate Member: Any individual or association may become an associate member of this association if such individual or organization is engaged in any business relating to the aircraft financing industry subject to approval of membership committee. Associate members shall have the privilege of attending all membership meetings of the association.
Dues: Dues for membership in the association shall be as established by the Board of Directors from time to time and shall be payable on a yearly basis in advance. Dues may be prorated by quarters at the election of the Board. No member entitled to vote, shall have any voting privileges unless the member’s dues have been paid in full.
Annual Meeting of Members
An annual meeting of members of the association shall be held annually at such time and place as the Board of Directors may specify. Written notice of the time and place of the annual meeting shall be delivered to each member and each associate member not less than thirty nor more than sixty days before the date of the meeting at such address as appears on the books of the association.
Special meetings of the membership of the association for any purpose or purposes may be called by the Board of Directors at any time. Written notice of special meetings at the membership of the association stating the time and place and object of the meeting shall be delivered to each member not less than thirty nor more than sixty days before the date of the special meeting at such address as appears on the books of the association. Business transacted at all special meetings shall be confined to the objects stated in written ballot, subject to rules and regulations established by the Board of Directors.
Directors of the association will be elected by written ballot of the members as herein provided for.
Quorum of Members
The number of members present at an annual meeting or at a special called meeting, plus a quorum of the Board of Directors, shall constitute a quorum. A vote by a majority of those voting either in person or by proxy at any regular annual or special meeting of the membership shall be binding upon the association, and on votes taken by written ballot mailed to association members action by a majority of those voting shall be binding upon the association except as otherwise required herein.
Board of Directors
The property and business of the association shall be managed by its Board of Directors which shall consist of a number of Directors to be set by the Board of Directors by resolution from time to time, divided as evenly as possible into three classes. Each class shall serve for three years. At each annual meeting of the members, Directors shall be elected to the class whose term is then ending, to serve for three years.
Each Director shall be a full or associate member or any employee of a full or associate member of the association, and shall not serve more than two consecutive full terms in office without a lapse of one year from the completion of the second consecutive term and the beginning of a subsequent three year term. However, any Director whose first term of the two consecutive terms was less than twenty-five consecutive months, or a Director who is or will be serving as an Officer or General Counsel to the association, may succeed himself in office. At all times, a majority of the Directors must be full members of the association.
A Director who ceases to be a member of the association or whose employer ceases to be a member of the association, or who ceases to be employed by a member of the association, shall thereupon be disqualified to further hold such office.
Any vacancies on the Board of Directors caused by disqualification, death or resignation shall be filled by the Board of Directors and the substitute Director shall serve for the remainder of the term of office for which he is appointed.
Any Director who fails to attend three consecutive meetings of the Board of Directors shall cease to be a Director, unless the Board of Directors adopts a resolution to the contrary on good cause shown.
Election of Directors
Directors of the association shall be elected by ballot in the following manner:
1. The Board of Directors shall serve as a nominating committee and shall, not less than sixty days before the annual meeting, submit in writing to the total membership of the association nominees for Director. Additional nominations may be made in writing by petition signed by or on behalf of not less than five members to be submitted to the Secretary within thirtydays after notification of the Board of Director’snominees has been mailed to the membership.
2. After the time for making additional nominations is closed, the Board of Directors shall submit to the total membership of the association the nominees proposed by the Board of Directors together with any other nominees, and include written ballots to be used by the members in voting on such Directors, which such ballots shall be returned to the office of the association on the date specified in notice of such election, which will not be less than 30 days following the mailing of such ballots. The Board of Directors shall appoint a committee to canvass the returns of such election and shall promptly notify the membership of the full results of such election. The Directors so elected shall take office effective upon election at the annual meeting.
Meetings of the Board of Directors
The Board of Directors of the association shall meet annually one day before the start of the annual convention of the association, and at such other times as may be called by the Chairman of the Board of Directors. At all meetings of the Board the presence of at least a majority of the Directors shall be necessary and sufficient to constitute a quorum, and the act of the majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum is not present at any meeting the Directors present may adjourn the meeting from time to time until a quorum is present without notice other than announcement at the meeting. Any action required or permitted at any meeting of the Board may be taken without a meeting if a written consent thereto is signed by a majority of directors and filed with the records of the proceedings of the Board. Written notice of the taking of such action by written consent shall be promptly given to all Directors who did not sign the consent document, and any Director may waive the requirement to receive such notice either before or after the time otherwise required for such notice.
The officers of the association shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer, and such other officers including assistant secretaries or assistant treasurers as the Board of Directors may from time to time appoint. Two or more offices may be held by the same person except that the President and Secretary shall not be the same person. The Board of Directors at its first meeting and at each annual meeting thereafter shall choose a President and shall elect one or more Vice Presidents, a Secretary and a Treasurer, and such other officers as it may deem proper. The President must be a member of the Board of Directors and shall be an ex officiomember of the Board of Directors for the year following his or her term of service as President if he or she is not otherwise a member of the Board of Directors during that year. Each officer shall be elected for one year. If any office should become vacant for any reason, the vacancy shall be filled by the Board of Directors.
The President shall be the chief executive officer of the association and Chairman of the Board and shall have the general management and direction of the affairs of the association, subject to the control of the Board of Directors. He shall sign all papers and documents to which his signature may be necessary or appropriate and shall have such other powers and duties as usually devolve upon the President of an association, and such other powers and duties as may be prescribed by the Board of Directors. The President shall be an ex-officio member of all committees established by the Board of Directors.
The Vice Presidents shall, in order of seniority as designated by the Board of Directors, in the absence or disability of the President, perform the duties of the President and exercise the powers of the President, and shall perform such other duties as shall be prescribed by the Board of Directors from time to time. The first, second and third Vice Presidents’ seniority shall be designated by the Board.
The Secretary shall attend all sessions of the Board of Directors and all meetings of the members, and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give or cause to give notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or by the President. The Secretary shall, when authorized by the Board, attest the signature of the President or any Vice President on any document. The Secretary shall have such other duties as may from time to time be assigned to him by the Board of Directors. Assistant Secretaries shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Board of Directors shall prescribe.
The Treasurer shall have custody of the association funds and shall keep full and accurate accounts of receipt and disbursements and shall disburse the funds of the association as ordered by the Board of Directors. The Assistant Treasurer shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties as the Board of Directors shall prescribe.
The Board of Directors shall establish such committees, including a membership committee, as it may from time determine is necessary to carry on the business of the association.
The fiscal year of the association shall be January 1 through December 31 of each year.
Nothing herein shall be construed to make the members of the association partners or joint venturers for any reason, and nothing herein shall be construed as giving the Board of Directors or officers of this association any power or authority to create any liability of any member of the association. The Board of Directors and officers of this association have authority to create liabilities of and contract on behalf of the association but no member or members hereof. No member shall be in any way responsible for any debts or obligations of the association except under the terms of special contracts or undertakings executed by the member to be held liable.
These Bylaws or the Articles of Incorporation may be amended, altered or repealed at any regular meeting of the Board of Directors by a majority vote of the Directors voting or may be amended by written ballot mailed to all Directors allowing at least 30 days from the date of mailing of such notice to the required return of the ballots, a two-thirds majority of those voting by such ballot being necessary to amend these Bylaws or the Articles of Incorporation.