TOP GUN, INC.
A New Mexico Non-Profit Corporation
ARTICLE I – PURPOSE
Section 1 – TOP GUN, INC. is a non profit corporation established exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations under Section 501 [c] of the Internal Revenue code of 1954 (or the corresponding provision of an future United States Internal Revenue Law) and organizing and conducting seminars, schools and competitive balloon events to improve the skills, safety and education of persons interested in hot air ballooning, as well as promote hot air ballooning in general.
Section 2 – In the event of voluntary or involuntary dissolution of the Corporation, the debts shall be paid and the remaining resources transferred to such organization or organizations as may be designated in accordance with the Articles of Incorporation.
ARTICLE II – OFFICERS AND BOARD OF DIRECTORS
Section 1 – BOARD OF DIRECTORS
The corporate powers of this corporation shall be vested in a Board of Directors. The Board of Directors shall consist of nine (9) Directors.
Section 2 – TERM OF OFFICE
The term of office shall be two (2) years unless removed sooner under the provisions of these By-Laws. The terms of office will be staggered. Five (5) Directors will be elected in odd numbered years and Four (4) Directors will be elected in even numbered years.
Section 3 – ELIGIBILITY FOR ELECTION
To be elected, Officers and Directors of the Corporation must be members in good standing of the Corporation.
Section 4 – ELECTION
The annual meeting of the membership for the purpose of electing members to the Board of Directors shall be held in January. The date, time and location shall be determined by the Board of Directors and the membership will be notified. Such other business as necessary or advisable may be conducted at the annual meeting. The newly elected directors shall be those candidates who receive the largest number of votes from those cast at the election. In the case of a tie vote for the final available board position(s), the membership shall conduct a “run off” election between those candidates who received the same number of votes. If the “run off” election results in a tie vote, the remaining position shall be determined by a secret ballot vote by the Board of Directors. The candidate(s) who do(es) not receive the most votes in the “run off” election may fill an “ex-officio” position on the Board of Directors.
Section 5 – OFFICERS
The Officers of this Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. Any Officer, except the President, may hold up to two (2) offices.
Section 6 – RESIGNATION
Officers or Directors may resign by submitting a letter of resignation to the Board of Directors prior to the effective date of such resignation.
Section 7 – VACANCIES
When a vacancy in an elective office occurs, the Board of Directors shall appoint a replacement to serve the remainder of the unexpired term.
Section 8 – POWERS AND DUTIES
- BOARD OF DIRECTORS
- The Board of Directors shall have the power to conduct, manage and control the affairs and business of the Corporation. The Board of Directors shall appoint from among their Board members the President, Vice-President, Secretary, and Treasurer.
- A majority of the Board members must be present either in person or by written proxy which is delivered to the Secretary at, or prior to the meeting to constitute a quorum for the transaction of business. If a quorum is present, the acts of a majority present and voting shall be the acts of the Board of Directors.
- The Board of Directors may appoint or disband such committees as are deemed necessary for the efficient operation of the Corporation.
- Special meetings of the Board of Directors may be called by three (3) members of the Board of Directors on seven (7) days notice to each member of the Board. The presence of a Director at such special meeting shall constitute a waiver of notice of such meeting, unless such appearance is solely for the purpose of contesting the notice of the special meeting.
- PRESIDENT: The President shall be the principle executive officer of the Corporation and shall in general, subject to the control of the Board of Directors, supervise the affairs of the Corporation. He shall call meetings of the Board and of the membership when necessary. He shall, when present, preside at all meetings of the membership and Board. He may sign legal documents as required to conduct business matters on behalf of the Corporation, except in cases where execution thereof shall be required by law to be otherwise signed or executed; and in general, he shall perform all duties incidental to the office of the President and such other duties as may be prescribed by the Board of Directors. In the absence of the Treasurer, the President shall sign checks for such disbursements as have been approved by the Board of Directors.
- VICE-PRESIDENT: The Vice-President shall in the absence of the President or in the event of his death, inability or refusal to act, perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as may be assigned from time to time by the President or by the Board of Directors.
- SECRETARY: The duties of the Secretary shall be to keep the minutes of membership meetings and Board of Directors meetings; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the official copies of these By-Laws and all corporate records, except financial records, maintain a roster of members of the Corporation, in general perform all the duties incidental to the office of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors.
- TREASURER: The duties of the Treasurer shall be to have custody of and be responsible for all funds and securities of the Corporation; receive monies due, issue receipts, and deposit such monies to the account of the Corporation in the financial institution(s) selected by the Board of Directors; maintain records of all financial transactions and have custody of all such records; in general perform all of the duties incidental to the office of Treasurer and other such duties as may be assigned from time to time by the President or by the Board of Directors. The Treasurer shall sign checks for such disbursements as have been approved by the Board of Directors.
ARTICLE III – MEMBERSHIP
Section 1 – DISCRIMINATION
No person shall be denied membership in the Corporation because of their race, color, creed, sex, national origin, disability, sexual orientation, religion or age.
Section 2 – CLASSES OF MEMBERSHIP
- General Member
Section 3 – ELIGIBILITY FOR MEMBERSHIP
- Each membership application for new membership or reinstated membership shall require a majority vote of the Board of Directors for approval. No Board approval is required for membership renewal.
- Competitor: To maintain eligibility a Competitor Member must be a current Private or Commercial balloon pilot, and be current on all applicable annual dues and fees to Top Gun, Inc.
- General Member: To maintain eligibility a General Member must be current on all applicable annual dues and fees to Top Gun, Inc.
Section 4 – VOTING RIGHTS
Each member in good standing shall be entitled to vote in any election. Any member in default of payment of dues or assessments shall not be in good standing.
Section 5 – TERMINATION OF MEMBERSHIP AND PRIVILEGES
Membership and the privileges of members may be terminated by a vote by the Board of Directors following a motion by a board member or a petition from the membership.
- Motions and Petitions
- Termination of an individual’s membership or privileges may be initiated by either a motion by a Board member or a petition to the Board of Directors by ten percent (10%) of the membership stating the reason(s) for the termination.
- Causes for Termination of Membership or Privileges
- Membership in Top Gun, Inc. may be terminated when the member is in default in the payment of dues or assessments levied by the Corporation.
- Membership on the Board of Directors may be terminated when the member has been personally absent from three (3) regularly scheduled meetings within one year. Should the motion or petition not result in termination of Board membership, another such motion or petition may only be made following an additional absence in the same year.
- Any membership or privilege may be terminated when it is in the best interest of the club, involves any misconduct which disrupts the club, jeopardizes any interest or character of the club, or for any conduct in violation of these By-Laws or of the rules and regulations of the Corporation, which may be made from time to time.
- The member in question must be notified of the pending action and the reason(s) for the action at least fifteen (15) and not more than thirty (30) days prior to the meeting of the Board of Directors at which the voting on the proposal will be conducted.
- A two-thirds (2/3) majority of Directors voting shall be required for termination of membership or member privileges. Voting shall be by secret ballot.
- Anyone whose club membership has been terminated and desires to regain membership must pay initiation fees and dues, and submit an application which will be reviewed by the Board of Directors.
- Any member who has had privileges terminated and desires to regain those privileges must make a request to the Board of Directors, except in the case of Board membership which requires nomination and election in a future election.
Section 6 – RESIGNATION
A member may resign by filing a written resignation with the Secretary. No refund or dues or assessments will be made upon resignation.
Section 7 – TRANSFER OF MEMBERSHIP
Membership in this Corporation is not transferable or assignable.
ARTICLE IV – CONTRACTS, LOANS AND DEPOSITS
Section 1 – CONTRACTS
All contracts, deeds, and other legal instruments authorized by the Board of Directors to be entered into on behalf of the Corporation shall be executed by the President.
Section 2 – LOANS
No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in the name of the Corporation unless authorized by a two-thirds (2/3) majority of the Board of Directors. Such authority shall be confined to a specific instance.
Section 3 – DEPOSITS
All funds of the Corporation not otherwise employed shall be promptly deposited to the credit of the Corporation in such bank, trust company, credit union or other financial depository as the Board of Directors may direct.
Section 4 – SALARIES & COMPENSATION
No compensation shall be paid to any Officer or Director of the Corporation for services as an Officer or Director of the Corporation.
Section 5 – REIMBURSEMENTS OF EXPENSES
The Board of Directors may authorize the reimbursement of any Officer of Director or any other member of the Corporation for expenses incurred by such Officer or Director or member in the performance of that Officer’s or Director’s or member’s services to the Corporation. Such reimbursement shall not constitute compensation for services rendered.
ARTICLE V – DUES, FEES AND ASSESSMENTS
Section 1 – AMOUNTS
The Board of Directors shall determine the dues, fees, and assessments required based on the needs of the Corporation.
Section 2 – ANNUAL DUES
Annual dues shall be payable January 1 of each year and shall be in default if not paid prior to the annual meeting.
ARTICLE VI – BY-LAWS
Section 1 – AMENDMENTS
Changes or amendments to these By-Laws may be initiated by the Board of Directors or by a petition submitted to the Secretary and signed by ten percent (10%) or more of the membership.
Section 2 – NOTICE OF PROPOSED CHANGES
The membership shall be notified of the proposed changes and the date, place and time of the Board of Directors meeting during which voting will take place. The notice shall be given not less than fifteen (15) days nor more than thirty (30) days prior to the meeting at which the voting takes place.
Section 3 – APPROVAL OF AMENDMENTS
Approval by a two-thirds (2/3) majority of the Board of Directors shall be necessary for the amendments to be adopted.
ARTICLE VII – OFFICIAL NOTIFICATION OF MEMBERSHIP
Section 1 – Official notification of the membership or Members of the Board shall be deemed accomplished when such notice is mailed or emailed to each member’s address as listed with the Secretary.