Sandhill Soaring Club



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BYLAWS of the SANDHILL SOARING CLUB

(As adopted by a majority vote of the membership at a meeting held on October 30, 1984,with amendments voted by the membership on 2/19/85, 1/20/98, and 1/16/07.)
ARTICLE I -- NAME AND PRINCIPAL OFFICE
ARTICLE II -- PURPOSE
ARTICLE III -- AFFILIATION
ARTICLE IV -- MEMBERSHIP
ARTICLE V -- MEETINGS
ARTICLE VI -- BOARD OF DIRECTORS
ARTICLE VII -- OFFICERS
ARTICLE VIII -- PRESIDENT
ARTICLE IX -- VICE-PRESIDENT
ARTICLE X -- SECRETARY
ARTICLE XI -- TREASURER
ARTICLE XII -- FLIGHT DIRECTOR AND COMMITTEE
ARTICLE XIII -- MAINTENANCE DIRECTOR AND COMMITTEE
ARTICLE XIV -- SPECIAL COMMITTEES
ARTICLE XV -- SUSPENSION, EXPULSION, AND REMOVAL FROM OFFICE
ARTICLE XVI -- FINANCES
ARTICLE XVII -- AMENDMENTS
ARTICLE XVIII -- DISSOLUTION
ARTICLE I -- NAME AND PRINCIPAL OFFICE
Section 1. The name of this Corporation shall be SANDHILL SOARING CLUB, INC. The logo shall incorporate a Sandhill Crane.
Section 2. The principal office of this Corporation shall be in the State of Michigan at Richmond Field, 19935 Doyle Road, Gregory, Michigan 48137.
Section 3. The registered office of the Corporation and the resident agent may be changed from time to time by resolution of the Board of Directors and by filing the required form with the State.
ARTICLE II -- PURPOSE
The Articles of Incorporation provide that the purposes for which the Corporation is organized are: To promote and encourage interest in the sport of soaring and gliding, locally, nationally, and internationally, for the education, enjoyment, pleasure, and recreation of the Corporation members; to provide flying facilities and services in furtherance of the above purposes on a nonprofit basis; to encourage involvement of youth in gliding; to promote flight safety; to encourage the training of members by providing ground school and flight instruction in sailplanes and gliders on a nonprofit basis; to promote and provide social activities and fellowship among its members byproviding and promoting entertainments, social affairs, celebrations, and lectures and exhibitions for the general enjoyment and instruction of members; to encourage soaring contests and joint soaring and social activities with other clubs having similar purposes; and to promote, encourage, and support other nonprofit clubs organized for similar purposes, for the enjoyment, pleasure, and recreation of members.
ARTICLE III -- AFFILIATION
This Corporation shall be affiliated with the Soaring Society of America, Inc., as a Chapter, and all active members of the Corporation shall become members of the said society and the Treasurer shall effect such membership by the payment of dues and the furnishing ofinformation to the said society as may be necessary and required.
ARTICLE IV -- MEMBERSHIP
Section 1. Membership in the Corporation shall consist of the following classes: Regular; Regular Family; Student; Associate; Honorary; Introductory; Specialist; Neighborhood; and Inactive. A maximum membership of 150 (not counting Inactive members) is established for the Corporation. The Board of Directors may limit any class of membership other than Regular and Regular Family.
Section 2. Applicants may be admitted to membership in the Corporation by a two-thirds (2/3) vote of the Membership entitled to vote, or by a two-thirds (2/3) vote of the Board of Directors.
Section 3. Regular Membership.
1. An adult individual may be admitted to Regular membership if the person is interested in pursuing the sport of soaring for pleasure and recreation, is willing to make the contributions of time and work needed to maintain low flying costs for the members, is interested in socializing with like-minded persons, has the capacity to become a safe soaring pilot, and pays the initiation fee and dues prescribed by the Board of Directors of the Corporation for this class of membership.
2. A Regular member shall be entitled to participate in all Corporation activities, to utilize all Corporation equipment, have the right to vote, and be subject to the Corporation Bylaws and rules and regulations duly adopted by the Membership or the Board of Directors for the governance of the activities of the Corporation. The membership shall convert to an Inactive membership at the end of the 30th day on which the member is overdue in dues or other monies owed to the Corporation.
Section 4. Regular Family Membership.
1. A person meeting the qualifications for a Regular membership may be admitted to a Family membership upon payment of the initiation fee and dues prescribed by the Board of Directors for this class of membership.
2. The applicant admitted the Family membership shall be the Principal Family Member and be entitled to all the rights and privileges and subject to all the responsibilities and limitations of a Regular member.
3. The spouse of a Principal Family member and dependent children who are either under 19 years of age or under 22 years of age and enrolled as full-time students shall be Dependent Family members.
4. A Dependent Family member shall be entitled to the privileges of Corporation membership except the right to vote, but shall not have the responsibilities of Corporation membership except for participation in the social activities of the Corporation until the Dependent Family member starts flying instruction, at which time that Dependent Family member shall have full work responsibilities.
5. A dependent minor must have the written consent of a parent or guardian to engage in flight activities.
6. A Dependent Family member who has qualified to fly solo shall become a Regular or Student member (depending on age) without payment of an initiation fee.
Section 5. Student Membership.
1. A Student member must be under 19 years of age, or under 22 years of age and enrolled as a full-time student, must have the written consent of a parent or guardian to be elected to membership, must pay the initiation fee and dues prescribed for this class of membership by the Board of Directors of the Corporation, and must otherwise meet the qualifications required for Regular membership.
2. A Student member shall be entitled to all the rights and privileges and be subject to all the responsibilities and limitations of a Regular member. A Student member shall become a Regular member upon termination of Student membership by reason of age without payment of an initiation fee.
Section 6. Associate Membership.
1. A person meeting the qualifications for a Regular membership, other than availability to work, may be admitted to an Associate membership upon the payment of the initiation fee and dues prescribed by the Board of Directors of the Corporation for this class of membership.
2. An Associate member shall be entitled to all of the rights and privileges and be subject to all of the responsibilities and limitations of a Regular member, except that the Associate member shall have no obligation to fulfill work responsibilities.
Section 7. Honorary Membership.
1. There shall be admitted to Honorary membership in the Corporation only those individuals who have contributed in such a significant and outstanding way to the sport of soaring in general or to this Corporation in particular (including its predecessor Corporations) that the Board of Directors by unanimous vote determines that such honor should be conferred in the interest of the Corporation.
2. An Honorary member shall have all the rights and privileges of a Regular member, except the right to vote, and all the responsibilities and limitations of a Regular member, except the responsibilities of paying an initiation fee, paying dues, and fulfilling work duties.
Section 8. Introductory Membership.
1. An individual evidencing an interest in the sport of soaring and the activities of this Corporation may be admitted to an Introductory membership upon payment of the initiation fee prescribed by the Board of Directors for this class of membership.
2. An Introductory member shall be entitled to an introductory flight (from a 2,000-ft tow) with a Corporation member pilot upon payment of the regular flight fees and to examine, in company with a Corporation member, the Corporation premises. An Introductory member may apply the introductory initiation fee toward the initiation fee fixed for the class of permanent membership to which admitted. An Introductory membership shall grant the member no other rights or privileges and shall terminate 24 hours after initiation.
Section 9. Specialist Subclass of Membership.
1. A member who is licensed to perform a special skill necessary to the successful operation of the Corporation, who is requested by the Board of Directors to perform work responsibilities in the area of the member's special expertise, and who agrees to perform such duties, may be admitted to a Specialist subclass of that person's membership upon paying the initiation fee and dues prescribed by the Board of Directors of the Corporation for this subclass of membership.
2. Initiation fees and dues for each specialty shall be prescribed for each subclass by the Board of Directors.
3. The subclass privileges and responsibilities of a Specialist shall be terminated if the Board of Directors determines that the work of the Specialist is not needed or is not satisfactory. A subclass of membership shall be terminated when the Board of Directors determines that such skill is no longer necessary to the successful operation of the Corporation.
Section 10. Neighborhood Membership.
1. An individual who is a power pilot, who lives in the general area of Richmond Field, who bases his aircraft there, who demonstrates an interest in preserving and improving Richmond Field for the benefit of soaring and local power flying and in promoting good neighborhood relations and social contacts between soaring pilots, power pilots, and residents living in the neighborhood of Richmond Field, may be admitted to membership upon paying the initiation fee and dues prescribed by the Board of Directors of the Corporation for this class of membership.
2. A Neighborhood member shall be entitled to the privileges of Corporation membership, including the right to vote, but shall not have the responsibilities of Corporation membership, except for participation in the social activities of the Corporation, maintenance and improvement of Richmond Field, and facilitation of good neighborhood relations.
3. A Neighborhood member who has qualified to fly a sailplane solo is entitled to apply for and be admitted to Regular membership without paying an initiation fee. If the member fails to apply for Regular membership, the member shall lose the right to any further use of Corporation flight equipment.
Section 11. Inactive Membership.
1. Any member who has failed to pay dues or any sum owed to the Corporation within thirty (30) days after said sums are due shall become an Inactive Member.
2. A Member may become an Inactive member by giving thirty (30) days notice to the Board of Directors of the date when the change shall become effective. If the member desires to be readmitted to active membership within one year and without liability for dues during the period of Inactive membership, the notice shall state the reason for going Inactive and the length of the Inactive membership desired and shall ask Board approval, which shall be granted for good cause.
3. An Inactive member is not entitled to vote, to hold Corporation office, to use Corporation equipment, or to exercise any other rights or privileges of membership.
4. An Inactive member is entitled to apply in writing for readmittance to an active membership in the Corporation.
5. An Inactive member whose transfer to Inactive membership was approved by the Board of Directors shall be approved for readmittance to an active membership by the Board of Directors if application for readmittance is received by the Board within thirty (30) days after the end of the approved period for Inactive membership. Any other Inactive member's request for readmittance to an active membership shall be given priority for consideration over nonmember applications and may be approved by the Board of Directors.
6. An Inactive member who is granted readmittance to an active membership in the Corporation by the Board of Directors shall not be required to pay an initiation fee but shall be required to pay all fees, dues, or other sums owed the Corporation before readmittance. An Inactive member seeking readmittance to an active membership within one year after becoming inactive shall be liable for all dues accruing during the period of Inactive membership, unless the Board of Directors shall have given approval for the transfer to, and the period of, the Inactive membership prior to the date the member became inactive.
Section 12. Transfer of Membership.
A member who transfers from one class of membership to another shall pay the initiation fee for the class of membership into which the member transfers, except as otherwise provided in the Bylaws. The member shall be given credit against that initiation fee for any initiation fee previously paid, but there shall be no refund of an initiation fee in whole or in part by reason of such transfer.
Section 13. Withdrawal from Membership.
A member may withdraw from the Corporation by giving written notice of withdrawal to the Secretary of the Corporation which shall be effective upon receipt or such later date as shall be specified in the notice. Withdrawal shall not relieve the member of obligations owed the Corporation at the time the withdrawal becomes effective. See also Article XV and Article XVI, Section 3.
[Section 14. SEMSA Stock Ownership Requirements – deleted by vote of the membership on 1/16/2007]

ARTICLE V -- MEETINGS
Section 1. Annual Meeting.
1. An Annual Meeting of the members shall be held each year during the month of January at a time and place to be determined by the Board of Directors.
2. The Annual Meeting is for the purpose of receiving the annual reports of the Corporation Officers, Directors, and Committees; for the election of Officers and Directors; for establishing dues, fees, and other compulsory charges; and for such other business as may properly come before such a meeting.
Section 2. Monthly Meetings. The Board of Directors by resolution shall establish the time and place of regular monthly membership meetings. The Board may change the time or place of any regular meeting if members are notified in accordance with Section 6.
Section 3. Special Meetings.
1. Special meetings of the Members may be called by the President, at his discretion, or by a majority of the Directors, or by written petition of at least one-fourth (1/4) of the members entitled to vote at the meeting. It shall be the duty of the Secretary to mail notice of the meeting.
2. No business other than specified in the notice of the meeting shall be transacted at any Special Meeting of the Corporation.
Section 4. When All Consent.
Any action that is permitted to be taken at an Annual or Special Meeting of members may be taken without a meeting, without prior notice and without a vote, if all the members entitled to vote thereon consent thereto in writing. See also Section 7-2.
Section 5. Date of Record.
The members entitled to notice and to vote at a meeting shall be determined as of the close of business on the day before the day on which notice is mailed, or, if no notice is given, then the day before the day on which the meeting is held. The adjournment of a meeting shall not change the record date already established, unless notice of the adjourned meeting is given as provided in Section 6.
Section 6. Notice Required.
Notice of any meeting of the members shall be sent by the Secretary by mail to each member entitled to vote at the meeting not less than 10 days nor more than 60 days before the meeting. The notice shall contain the time, place, and purposes of the meeting.
Section 7. Notice Not Required.
1. Adjourned Meeting. No notice need be sent of an adjourned meeting if (1) it is held within 10 days of the original date, and (2) the time and place of the adjourned meeting is announced at the meeting at which the adjournment is taken, and (3) the same record date for determining who is eligible to attend and vote is used, and (4) only such business is transacted at the adjourned meeting as might have been transacted at the original meeting, and (5) a quorum is present at the meeting at which the adjournment is taken.
2. Waiver of Notice. Attendance in person or by proxy at a meeting constitutes waiver of notice unless the member attends for the express purpose of objecting at the beginning of the meeting that it is not lawfully called or convened. If no such objection is made, and all voting members are present at the meeting, any business may be transacted without previous notice.
Section 8. Electronic Attendance.
A member may participate in and be in attendance at a meeting of members by a conference telephone or similar communications equipment if (1) all persons participating in the meeting are able to hear each other, (2) all participants are advised of the use of the equipment, and (3) the names of all participants in the conference are divulged to all participants.
Section 9. Proxies.
1. A member shall be entitled to vote at a meeting of members, or to express consent or dissent without a meeting, by proxy.
2. A proxy shall be signed by the member or an authorized agent or representative.
3. No member may accumulate and vote more than four (4) proxies at any meeting or adjournment thereof.
4. A proxy shall be valid only for the meeting or adjournment thereof for which it was given or for expressing consent or dissent without a meeting on the specific matter for which it was given.
5. A proxy is revocable at the pleasure of the member giving it.
6. A proxy shall be filed with the Secretary at the beginning of a meeting and be attached to any written consent or dissent made without a meeting.
Section 10. Quorum.
1. Monthly Meetings. Those members entitled to vote who are in attendance at the meeting constitute a quorum at a monthly meeting, but no action may be taken on the following matters in the absence of the quorum required in paragraph 2 or such greater quorum as may be required for the specific action: (a) amendment of the Articles or Bylaws; (b) election or removal of officers; (c) the suspension or expulsion of a member; (d) merger, consolidation, or dissolution; (e) purchase or sale of Corporation equipment.
2. Other Meetings. The presence, in person or by written proxy, of a majority of the members entitled to cast votes at a meeting constitutes a quorum at the meeting.
3. Adjournments. Those present may adjourn the meeting whether or not a quorum is present. Unless a quorum is present, the meeting must be adjourned to a date that will permit notice to be given as required under Section 6.
Section 11. Voting.
1. Right to Vote. Each member having the right to vote as provided in Article IV shall have one (1) vote. Voting may be done either orally or in writing, unless the Bylaws otherwise provide.
2. Vote Required. An action, including the election of each Director, shall be authorized by a majority of the votes cast by the members entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by statute.
ARTICLE VI -- BOARD OF DIRECTORS
Section 1.
The Board of Directors shall be composed of six members: the President, the Vice-President, the Secretary, the Treasurer, the Flight Director, and the Maintenance Director.
Section 2. Duties and Powers.
1. The government of the Corporation shall be vested in the Board of Directors, who shall have the power to make all necessary contracts, to borrow money, to secure the same by mortgage or deed of trust to the property of the Corporation, and, as evidence of the indebtedness secured by such mortgage or deed of trust, to issue bonds therefore, to pay and discharge all debts, and to do all matters and things necessary or incident to or in aid of the carrying out of the aim and purpose of the Corporation; and they shall have the charge and control of all its property and may levy assessments upon the Members in the manner and subject to such rules, regulations, and restrictions provided in these Bylaws.
2. Any assessment recommended by the Board of Directors must be approved by a two-thirds (2/3) vote of the entire voting membership before becoming effective. The vote on any assessment shall be by written ballot.
3. Any decision of the Board of Directors may be repealed by an affirmative vote of two-thirds (2/3) of the entire voting Membership.
Section 3. Meetings.
1. Regular meetings of the Board of Directors shall be held at a time and place to be determined by the Board of Directors. Members of the Club may be present at Regular Board Meetings to monitor the proceedings.
2. Special Meetings of the Board of Directors shall be called at any time on the order of the President or on the order of two (2) Directors.
3. Notice of Special Meetings of the Board of Directors, stating the time and in general terms the purpose, shall be mailed or personally given to each Director no later than the day preceding the day appointed for the meeting.
4. If all Directors shall be present at any meeting, any business may be transacted without previous notice.
5. Four (4) Directors shall constitute a quorum of the Board at all meetings and the affirmative vote of at least four (4) Directors shall be necessary to pass any resolution or to authorize any act of the Corporation.
Section 4. Vacancies.
Any vacancy in the Board of Directors occurring during the year through death, resignation, removal, or other cause shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors. However, if three (3) or more vacancies in the Board of Directors occur at any one time, each vacancy shall be filled by vote of the Members at a meeting duly called.
Section 5. Standing Rules Governing the Board of Directors and Officers.
1. Each member of the Board of Directors shall serve without compensation or reward, except as otherwise provided in these Bylaws.
2. No Officer nor any member of the Board of Directors shall be interested either directly or indirectly in any contract relating to the operations conducted by the Corporation nor in any contract for furnishing supplies or equipment thereto, unless specified exception is made by the affirmative vote of two-thirds (2/3) of the Members present at a meeting duly noticed. To be a shareholder, director, or officer of the Southeastern Michigan Soaring Association is permitted.
3. The Board of Directors shall cause to be kept a complete record of all its acts and proceedings of its meetings and to present a full statement at the Monthly Meetings of the Members, showing in detail the condition of the affairs of the Corporation.
ARTICLE VII -- OFFICERS
Section 1. The Officers of the Corporation shall be the President, Vice-President, Secretary, Treasurer, Flight Director, and Maintenance
Director.
Section 2. The Officers shall be elected by the Members at the Annual Meeting of the Corporation.
Section 3. The Officers shall hold office for twelve (12) months or until their successors are elected and qualified.
Section 4. The Board of Directors may appoint assistants to the foregoing officers.
ARTICLE VIII -- PRESIDENT
Section 1. The President is the chief executive officer of the Corporation.
Section 2. He shall preside at all membership meetings and at all meetings of the Board of Directors.
Section 3. He shall, unless otherwise provided in the Bylaws, appoint all committees with the approval of the Board of Directors. He shall be an ex officio member of all Committees.
Section 4. He shall sign and execute all contracts in the name of the Corporation when authorized to do so by the Board of Directors; he shall appoint and discharge agents and employees, or delegate this duty as he may elect, subject to the approval of the Board of Directors; and he shall have general supervision over the management of all affairs of the Corporation.
ARTICLE IX -- VICE-PRESIDENT
Section 1. The Vice-President shall be vested with all the powers and shall perform the duties of the President in case of the absence or disability of the President.
Section 2. The Vice-President shall also perform such duties in connection with the operation of the Corporation as he may undertake at the suggestion of the President.
ARTICLE X -- SECRETARY
Section 1. The Secretary shall perform all duties incident to the Office of the Secretary, subject to the control of the Board of Directors, including: He shall keep the minutes of all proceedings of the Members and of the Board of Directors in books provided for that purpose. He shall attend to the giving and serving of notices of all meetings of the Members and of the Board of Directors. He shall keep a proper membership book showing the name of each Member of the Corporation, the book of Bylaws, and such other books, records, and papers as the Board of Directors may direct. He shall execute with the President in the name of the Corporation all certificates of membership, contracts, and instruments that have been first approved by the Board of Directors.
Section 2. The Secretary shall also perform such duties connected with the operation of the Corporation as he may undertake at the suggestion of the President.
ARTICLE XI -- TREASURER
Section 1. The Treasurer shall perform all duties incident to the Office of the Treasurer, subject to the control of the Board of Directors, including: He shall execute in the name of the Corporation all checks for expenditures authorized by the Board of the Directors. He shall receive and deposit all funds of the Corporation in the bank(s) selected by the Board of Directors, which funds shall be paid out only by check. He shall account for all receipts, disbursements, and balances on hand.
Section 2. The Treasurer, together with the President, shall prepare the annual budget and submit it to the Board of Directors for their approval.
Section 3. The Treasurer shall also perform such duties connected with the operation of the Corporation as he may undertake at the suggestion of the President.
ARTICLE XII -- FLIGHT DIRECTOR AND COMMITTEE
Section 1. The Flight Director shall make monthly reports to the Board of Directors.
Section 2. The Flight Director shall appoint two members to serve on the Flight Committee, subject to the approval of the Board of Directors. The Board of Directors shall appoint a Chief Instructor and a Chief Towpilot, who shall also serve on the Flight Committee. The Flight Director shall be chairman of the Flight Committee.
Section 3. The Flight Director, with the assistance of the Flight Committee, shall bear the responsibility for drawing up a set of Flight Rules for the Corporation that shall be submitted to the President and to the Board of Directors and, when adopted by a majority vote of the Board of Directors, shall be binding on all Members of the Corporation. The Flight Rules shall supplement but may not supersede any of the Federal Aviation Administration's regulations or the provisions of these Bylaws.
Section 4. The Flight Director, with the assistance of the Flight Committee, shall bear the responsibility for arranging ground instruction for the Members.
Section 5. The Flight Director shall supervise all flying activities and has the authority to ground the Corporation equipment or personnel when he feels that the operation of the equipment, or the operation of the equipment by any individual, would act to the detriment of the Corporation's interests. He may restrict the operation of the equipment to particular fields and disallow the operation of the equipment for particular flight plans. The grounding of any Member of the Corporation for more than one week shall be reviewed by the Board of Directors at their next regular meeting or at a special meeting called for that purpose.
Section 6. The Flight Committee shall make a detailed report to the Board of Directors of any accident involving Corporation property. This report shall recommend any action required.
ARTICLE XIII -- MAINTENANCE DIRECTOR AND COMMITTEE
Section 1. The Maintenance Director shall make monthly reports to the Board of Directors.
Section 2. The Maintenance Director shall appoint two (2) Members to serve on the Maintenance Committee, subject to the approval of the Board of Directors. He shall be chairman of the Maintenance Committee.
Section 3. The Maintenance Director and the Maintenance Committee shall have the duty to see that the Corporation's equipment is properly maintained at all times and that the maintenance complies with regulations set forth by the Federal Aviation Administration.
Section 4. The Maintenance Director shall be responsible for coordinating all maintenance work and for supervising general preventive maintenance; he shall notify the Flight Director as to the operational status of the equipment. The Maintenance Director may authorize any repairs not exceeding $100.00; all repairs in excess of this amount must first have the approval of the Board of Directors.
ARTICLE XIV -- SPECIAL COMMITTEES
Section 1. Special Committees may be formed by the President with the approval of the Board of Directors at any time as deemed necessary or advantageous to the Corporation.
Section 2. Chairmen of special committees shall attend Board of Directors meetings.
ARTICLE XV -- SUSPENSION, EXPULSION, AND REMOVAL FROM OFFICE
A Member may be suspended or removed from an elected office or be suspended or expelled from the Corporation for cause such as violation of any of the Bylaws, Flight Regulations, or other rules of the Corporation or for conduct prejudicial to the best interests of the Corporation. Such removal, suspension, or expulsion shall be decided at a Special Meeting, provided that a statement of the charges and a notice of the time and place of the Special Meeting have been mailed to the Member at least ten (10) days before the Special Meeting, and that the Member will have an opportunity to present a defense at the meeting. The removal, suspension, or expulsion of a Member shall require a two-thirds (2/3) vote of the membership entitled to vote thereon. Voting by mail or proxy shall not be permitted at such a Special Meeting.
ARTICLE XVI -- FINANCES
Section 1. The fiscal year shall be from January 1st to December 31st.
Section 2. The Board of Directors shall establish a schedule of fees that shall be sufficient to pay the Corporation's expenses and to maintain the value of the Corporation's assets.
Section 3. The Board of Directors shall establish the due dates on the basis of which members will be deemed delinquent and be transferred to Inactive membership. When a Member who has been transferred to Inactive membership by reason of delinquency or other violation of the Corporation's rules shall fail to pay any sum owed to the Corporation or to make appropriate arrangements with the Board of Directors for the payment thereof within sixty (60) days after the date on which the Member was transferred to Inactive membership, the Member shall automatically be considered withdrawn from the Corporation.
Section 4. Annually between the end of the fiscal year and the Annual Meeting, the books and accounts shall be audited by a special auditing committee of two (2), appointed by the President with the advice and consent of the Directors. The Board of Directors by a majority vote may cause an independent audit to be made by an outside auditing firm at any time when in their judgment it is deemed advisable.
Section 5. The net savings or surplus remaining after all operating costs and other expenses have been paid shall remain in the Corporation's treasury for the purchase of new equipment, for contingencies, for airport improvements, or for the purpose of reducing the charges for flying, as shall be determined by the Board of Directors; the net savings in any event shall not be distributed to the Members for their individual use.
Section 6. The Corporation shall carry adequate hull insurance on all Corporation aircraft against ground damage and shall carry aircraft liability insurance to protect the Corporation and its Members against suits by third parties, with minimum single limits of $500,000 and internal passenger single limits of $100,000. To the extent that coverage for cross-liability between members is not covered, the Members shall execute appropriate documents to limit or eliminate such exposure as a condition of retaining membership.
Section 7. Each and every operation of any aircraft owned or operated by the Corporation shall be conducted at the risk of the Member under whose jurisdiction the aircraft is assigned, insofar as responsibility for damage to said aircraft is concerned, provided that in any one accident resulting in loss or destruction to such aircraft the Member operating the aircraft will be assessed one-half the costs of the damage to the aircraft up to a maximum assessment of $500.00 or one-half the amount of any applicable insurance deductible, whichever is less.
ARTICLE XVII -- AMENDMENTS
Amendments of these Bylaws may be made by the vote of a majority of the Members of this Corporation entitled to vote. Amendments may be acted upon at any meeting of the Members, provided the substance of the proposed amendment shall have been stated in the notice of the meeting.
ARTICLE XVIII -- DISSOLUTION
Section 1. The Corporation may be dissolved by affirmative vote of a majority of the Members entitled to vote by following statutory procedures.
Section 2. Funds received from the sale of all Corporation assets at the time of dissolution, after all obligations of the Corporation have been paid (including repayment of loans by members and of such portion of membership initiation fees previously designated as "refundable," if any), shall be turned over to another nonprofit corporation with similar interests that is to be selected by the Members.