(a New Hampshire nonprofit public benefit corporation)
ARTICLE I ORGANIZATION
Section 1. Name. The name of this corporation is the NATIONAL AVIATION AND SPACE EDUCATION ALLIANCE ("Corporation" or "NASEA").
Section 2. Purposes. This corporation is formed for the purposes of: (a) promoting, supporting the activities and purposes of, and fostering communication and cooperation among organizations engaged in aviation and space education activities; enhancing communications and cooperation among governmental agencies, educational institutions, industry, and other organizations in support of aviation and space education; utilizing exposure to aviation and space topics to stimulate enthusiasm for learning among students; encouraging the use of aviation and space oriented curricula in schools and other educational institutions; fostering and improving the public awareness of aviation and aerospace; and engaging in any activities permitted for a non-profit corporation for purposes as may be set forth from time to time by the Directors of the Alliance; and (b) Having and exercising all rights and powers from time to time granted to nonprofit corporations by law. Notwithstanding the foregoing, no substantial part of the activities of this Corporation shall consist of lobbying or propaganda, or otherwise attempting to influence legislation except as provided by Section 501(h) of the U.S. Internal Revenue Code of 1986, as amended, (or the corresponding provision of any future United States Internal Revenue Law) and this Corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of or in opposition to any candidate for public office.
Section 3. Organization. No dividends shall be declared or paid to any private person or individual, nor shall any private person or individual upon the dissolution of the Corporation for any reason be entitled to receive a distributive or other share of the assets then owned or held by the Corporation, it being expressly understood that this Corporation is not formed for profit and is a corporation which does not contemplate pecuniary gain, profit or dividends to any private person or individual, and is a corporation organized and operated exclusively as a public benefit corporation, no part of the net earnings of which shall inure to the benefit of any private person or individual. Upon dissolution of this Corporation, all of its business, properties and assets shall go and be set over to and used for the objects and purposes set forth in Article V of the Articles of Incorporation of the Corporation.
Section 4. Principal Office. The principal executive office of the Corporation shall be fixed and located at an address to be chosen by the Board of Directors. The Board of Directors is hereby granted full power and authority to change the address of said principal executive office from one location to another inside or outside the State of New Hampshire. Any such change shall be noted by the Secretary opposite this Section, but such change and note shall not be considered an amendment of these Bylaws. Other business offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business. The Secretary shall provide notice of the address of any such location or locations as required by applicable state or federal law or regulations.
ARTICLE II Members
Section 1. Composition of the Members. The Members of the Corporation shall be those nonprofit organizations that qualify for being given support services by the Corporation, that have applied for and been granted Member status in the Corporation, and that have timely paid such dues and assessments and met other such qualifications as the Board of Directors may specify from time to time.
Section 2. Additional Members The Board of Directors may create additional membership categories such as associate members and/or supporting members for any purpose as determined by the Board of Directors from time to time. Notwithstanding the foregoing, however, only the Members as defined in Section 1 of this Article II above shall have the authority and right to elect the Board of Directors and perform the functions of "members" within the meaning of applicable section(s) of the New Hampshire Corporation Code. The unqualified term Members as used in these bylaws shall mean only those organizations described in Section 1 of this Article III of these bylaws. Section 3. Term of Office. Except as otherwise provided herein, each Member shall remain a Member so long as it shall continue to meet the qualifications set forth in Section 1 of this Article II, including the payment of dues, or such lesser period of time as shall be determined, from time to time, by the Board of Directors.
Section 4. Removal from Membership Status. Any Member of this Corporation may be removed from membership status by a majority vote of all of the Members or by a unanimous vote of all of the Directors, and shall be automatically deemed removed from office if such Member has been convicted of a felony. A Member may be removed from membership status only in one of the following two methods: 1) at a meeting of the Board, of which the Member proposed to be removed has been given at least fifteen (15) days prior notice, in the manner for providing notices to Members as provided herein, along with the reasons, if any, for such proposed removal. The Member shall be given an opportunity to be heard orally or in writing at such meeting. No such removal shall be effective for at least five (5) days after such meeting; or 2) at a meeting of the Members, of which meeting the Member proposed to be removed has been given at least fifteen (15) days prior notice, in the manner for providing notices to Members as provided herein, along with the reasons, if any, for such proposed removal. The Member shall be given an opportunity to be heard orally or in writing at such meeting prior to the vote taken regarding such removal. In the case of removal from membership by action of the Board of Directors the removed Member may appeal the removal to the full Membership for a majority vote of the full Membership only at the next regular or special meeting of the Membership and only if sufficient notice is provided to the Membership as required in these ByLaws for regular or special meetings of the Membership and only if the removed Member provides written request to the Secretary at least fifteen days prior to such meeting so that sufficient notice may be issued to the Members. The Member shall be given an opportunity to be heard orally or in writing at such meeting.
Section 5. Forfeiture of Membership. Any Member failing to maintain the qualifications of membership set forth in Article 2, Section 1, shall be held to have forfeited its membership.
Section 6. Resignation. Any Member may resign effective upon giving written notice to any member of the Board of Directors or to any officer of the Corporation.
Section 7. Membership is Non-proprietary. No Member shall have any right or interest in the property or assets of this Corporation.
Section 8. Annual Meetings. The annual meeting of the Members for the transaction of such business as may properly come before the meeting, including but not limited to the election of members of the Board of Directors at such time as the membership is eligible to cast votes in such election, shall be held on the first Saturday in May or such other date as may be determined by the Board of Directors subject to appropriate notice at a time and place determined by the Board of Directors.
Section 9. Special Meetings. Special meetings of Members may be called at any time by at least ten percent (10%) of the Members, or by the Board of Directors, the Chairman of the Board or the President.
Section 10. Quorum and Required Vote. One-third of the Members of the Corporation attending in person or through a representative or proxy shall constitute a quorum at annual and special meetings of the Members. Every act or decision done or made by a majority of the Members present in person or by proxy at a meeting duly held at which a quorum is present shall be regarded as the act of the Members, unless a greater number is required by law, the Articles of Incorporation or these Bylaws. No Member or Member's representative may carry the proxy of more than one other Member at any meeting of the Members.
Section 11. Notice of Meetings. Written notice of the time, place and purpose of any annual or special meeting of Members shall be given not less than ten (10) days nor more than ninety (90) days before the date fixed for the meeting. Said notice shall be given 1) by mailing a copy of said notice to each Member by first-class mail deposited in the United States Post Office addressed to such Member at the last known place of business of such Member; 2) by publishing the notice in a newsletter or journal which is distributed to all Members reasonably so scheduled as to arrive at their last known address within the time limits described above; or 3) as otherwise allowed by law.
Section 12. Voting Rights. The right to elect the Directors shall be vested exclusively in the Members. Each Member shall be eligible to cast one (1) vote for each Director position on the Board of Directors to be filled. No Member shall have the right to cumulate votes. Members may vote in person, by proxy, or at the election of the Corporation by written ballot if all Members vote (if at all) only by written ballot. No vote cast by proxy shall be recognized or included in the tabulation of votes if the Member giving said proxy is personally in attendance at the meeting for which the proxy was given. No Member or Member's representative so voting may vote the proxy of more than one other Member. The Members shall also have the right to vote upon, consent to, ratify, confirm and approve such actions of the Board of Directors that may be reported upon at the meetings of the Members and all other matters where such action is required under the laws of the State of New Hampshire. Each Member may authorize in writing one or more natural persons to vote on its behalf on any and all matters which may require a vote of the Members, but if more than one person is so designated and is present at a meeting of the Members all of such persons must agree upon any vote cast by the Member they represent.
Section 13. Transfer of Authority. Membership shall be personal and no Membership in this Corporation, or right arising therefrom, shall be assignable or transferable. No organization shall be eligible for more than one Membership.
Section 14. Place of Meeting. Meetings of the Members shall be held at any place designated from time to time by the Board of Directors of the Corporation. In the absence of such designation, meetings shall be held at the principal office of the Corporation.
Section 15. Validity of a Defectively Called or Noticed Meeting. The transactions of any meeting of the Members, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Members not present in person or by proxy, or who, though present, has prior to the meeting or at its commencement protested the lack of proper notice to such Member, signs a written waiver of notice or consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be made a part of the minutes of the meeting.
Section 16. Fees and Compensation. Members shall not receive any salary for their services as Members. Nothing contained in this section shall be construed to preclude any representative of a Member from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor, or to preclude the Corporation purchasing goods or services from any of its Members.
ARTICLE III Board of Directors
Section 1. Powers Subject to the limitations of the Articles of Incorporation, the Bylaws and the laws of the State of New Hampshire, all corporate powers shall be exercised by or under authority of, and the business and affairs of this Corporation shall be controlled by the Board of Directors.
Section 2. Number of Directors, Election and Term of Office. The authorized number of Directors of the Corporation shall be nine (9). The minimum number of Directors sufficient to carry on the business of the Corporation shall be three (3), or as required by the New Hampshire Corporation Code. The first Directors of the Corporation and their initial terms shall be designated by the incorporators and until such designation shall take place the incorporators shall act and serve as the initial Directors of the Corporation. One-third of such Directors shall be scheduled to serve in office until the first annual meeting of the Members shall be called by action of the incorporators or the Board of Directors designated by them. At such first annual meeting, and at each annual meeting thereafter, the Members shall elect or re-elect sufficient members of the Board of Directors, as necessary to fill vacancies and expiring terms. Each Director shall be elected to serve a term of three (3) years commencing immediately following the annual meeting of Members, or until their duly elected and qualified successors take office, subject to any applicable provisions of the New Hampshire Corporations Code and these Bylaws with respect to Board vacancies. Notwithstanding the foregoing, a portion of the first Directors designated by the incorporators shall be elected to one (1) or two (2) year terms to effectuate a system of staggered terms such that one third of the directors are elected at each annual election for terms of three years. Directors may be re-elected to office for as many terms as the Members may determine. If any annual meeting of Members is not held or an action by written consent without a meeting is not taken in lieu of a meeting, or the Directors are not elected thereat, or by written ballot, Directors may be elected at any special meeting of Members held for that purpose. The Directors as Directors shall have no authority or power to elect any of the Directors, with the exception of filling vacancies as provided for elsewhere. Directors may act as the Representatives of Members or may carry Members' proxies, subject to the limitations contained in these By-Laws. Any Member may submit the name of a candidate for a Director to the Members for consideration for election at any annual meeting, providing that such nomination and accompanying qualification information does not exceed four (4) typewritten pages and is communicated to the Secretary of the Corporation at least twenty-one (21) days prior to the date of such meeting. Each prospective nominee shall have the opportunity to communicate to the Members the nominee's qualifications and the reason for the nominee's candidacy by submitting such written material, with the same limitation on length, to the Secretary of the Corporation with instructions to include such material in the notice to the Members of the time and place of the annual meeting or in a separate mailing to the Members. Such readable copies of material shall accompany the notice to the Members or be separately mailed to the Members by the Secretary so as to arrive prior to the meeting provided that it is received by the Secretary at least twenty-one (21) days prior to the date of such meeting, and otherwise the nominee shall have the right to distribute such material, at his or her expense, directly to the Members. Any Member may also nominate any person for consideration for election at the annual meeting prior to the close of nominations at that meeting if evidence is presented indicating that the nominee is willing, able, and qualified to serve if elected. The candidates receiving the greatest number of votes of the Members of the annual meeting of the Members shall be deemed elected to such seats as are vacant.
Section 3. Removal from Office. Any Director may be removed from office by the affirmative vote of a majority of all of the Members taken at a regular or special meeting of the Members. Any member of the Board of Directors of this Corporation may be declared by the Board to be removed from office if such Director has been declared of unsound mind by order of a court or if convicted of a felony.
Section 4. Vacancies. Vacancies on the Board may be filled by a majority vote of the Board of Directors. Each Director so elected shall hold office for the term that applied to the person he or she succeeded, and thereafter until a successor has been elected and qualified. A vacancy or vacancies on the Board shall be deemed to exist in the event of the death, resignation or removal of any Director, or if the Board by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if within sixty (60) days after notice of election, a Director does not accept the office either in writing or by attending a meeting of the Board, or if the Members fail, at any meeting of the Members at which any Director or Directors are elected, to elect the full number of Directors to be voted for at that meeting. Any Director may resign effective on giving written notice to the President, the Secretary or the Board, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, until that time the Members may elect a successor to take office when the resignation become effective, otherwise the vacancy may be filled by action of the Board after the vacancy occurs. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.
Section 5. Restriction on Interested Directors. Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (a) any person being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as a director; or (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation.
ARTICLE IV Meetings of the Board of Directors
Section 1. Place of Meeting. The annual meeting, regular meetings and special meetings of the Board of Directors shall be held at any place designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Directors. In the absence of such designation, such meetings shall be held at the principal executive office of the Corporation. The annual meeting, however, shall be held at the same place as the annual meeting of the Members or in close proximity thereto.
Section 2. Annual Meeting. The annual meeting of the Board of Directors shall be held on the first Saturday or first Sunday of May or such other time as determined by the Board of Directors each year, within two days following the annual meeting of the Members, for the purpose of electing officers of the Corporation and for other proper purposes; provided, however, should said date fall upon a legal or religious holiday observed by the Corporation and its principal executive office, then said meeting shall be held no later than the next day thereafter ensuing which is a full business day.
Section 3. Regular Meetings. The Board of Directors shall meet at least once quarterly, without call, at the principal executive office of the Corporation, or any other place within or without the State of New Hampshire which has been designated by the Board of Directors, at such time as shall from time to time be fixed by the Board of Directors; provided, however, should said day fall upon a legal or religious holiday observed by the Corporation at its principal executive office, then said meeting shall be held on the next day thereafter ensuing which is a full business day. Notice of such meetings shall be given in the same manner set forth in Section 4 of this Article IV of these bylaws.
Section 4. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the Members, the President, or by any three (3) Directors. Special meetings of the Board of Directors shall be held upon at least four (4) calendar days' notice given by first class mail or forty-eight (48) hours' notice delivered personally or in voice notice by telephone, six (6) hours of which must be business hours unless notices are delivered to Directors' residences, or other similar means of communication where positive acknowledgement of receipt by the Director so noticed can be ascertained. Any such notice shall be addressed or delivered to each Director at such Director's address as is shown upon the records of the Corporation or as may have been given to the Corporation by the Director for purposes of notice, or if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission or actually transmitted by the person giving the notice by electronic means, to the recipient and acknowledgement of receipt is obtained. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone (by voice in person, not by electronic message system), to the recipient with a positive acknowledgement. A notice or waiver of notice need not specify the purpose of any special meeting of the Board of Directors.
Section 5. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors (excluding interested Directors as defined in any applicable New Hampshire Corporations Code section(s)) shall individually or collectively consent in writing to such action. Such consent or consents shall be filed with the minutes of the proceedings of the Board of Directors and shall have the same force and effect as a unanimous vote of such Directors.
Section 6. Action at a Meeting; Quorum and Required Vote. Presence of a majority of the number of Directors currently holding office, with an absolute minimum of four Directors in attendance, at a meeting of the Board of Directors constitutes a quorum for the transaction of business, except as hereinafter provided. No proxies are permitted for actions of the Board of Directors with the sole exception of election of Officers, in which case a Director present in person may vote a proxy on behalf of no more than one absent Director. A proxy does not count as attendance in determining a quorum of Directors. Members of the Board of Directors may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one another. Participation in a meeting as permitted in the preceding sentence constitutes presence in person at such meeting. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number, or the same number after disqualifying one or more Directors from voting, is required by law, by the Articles of Incorporation, or by these Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, provided that any action taken is approved by at least a majority of the required quorum for such meeting.
Section 7. Validity of a Defectively Called or Noticed Meeting. The transactions of any meeting of the Board of Directors, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present, or who, though present, has prior to the meeting or at its commencement protested the lack of proper notice to him or her, signs a written waiver of notice or consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 8. Adjournment. A quorum of the Directors may adjourn any Directors' meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment. Otherwise, notice of the time and place of holding of adjourned meetings need not be given to absent Directors if the time and place be fixed at the meeting adjourned.
Section 9. Fees and Compensation. Directors shall not receive any stated salary for their services as Directors; provided, however, that Directors may with the approval of the Board of Directors, be reimbursed from time to time for any expenses actually incurred in connection with the performance of their duties as Directors. Nothing contained in this section shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.
ARTICLE V Officers
Section 1. Officers. The officers of the Corporation shall be a Chairman of the Board, a President, an Executive Vice President, a Vice President, a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, a Vice-Chairman of the Board, one or more additional Vice Presidents, and such other officers as may be appointed by the Board of Directors in accordance with the provisions of Section 3 of this Article V. One person may hold two or more offices, except that neither the Secretary nor the Treasurer may serve concurrently as the Chairman of the Board or as the President of the Corporation. The removal or resignation of a Director who is an officer of the Corporation shall be deemed a resignation by such person from all offices held.
Section 2. Election. The officers of the Corporation, other than those appointed in accordance with the provisions of Section 3 of this Article, shall be chosen at each annual meeting of the Board of Directors and each shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve, or until a successor shall be elected and qualified. At any regular or special meeting of the Board of Directors, the Board of Directors may fill a vacancy in any office caused by the death, resignation, removal or disqualification of any officer or by any other cause. The officers of the Corporation shall assume office immediately following the process of their election. An officer elected to fill a vacancy shall assume office immediately and shall serve for the unexpired term of the officer being replaced, in accordance with the Bylaws.
Section 3. Subordinate Officers. The Board of Directors may authorize one or more assistant secretaries and assistant treasurers, and such other subordinate officers as the business of the Corporation may require, to have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.
Section 4. Removal and Resignation. Any officer may be removed by the Board of Directors, either with or without cause (except as otherwise provided in such officer's written employment contract which has been approved by the Board of Directors), at any regular or special meeting of the Board of Directors. Any officer may resign at any time by giving written notice to the President, the Chairman of the Board or the Secretary of the Corporation, without prejudice, however, to the rights, if any, of the Corporation under any contract between the Corporation and such officer. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein; and unless otherwise specified therein (except as may be provided by contract), the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Chairman of the Board. The Chairman of the Board, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by the Bylaws.
Section 6. President. The President shall be the chief executive officer of the Corporation, subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board. The President, subject to the control of the Board of Directors, shall have general supervision, direction and control of the business and affairs of the Corporation. The President shall have the general powers and duties of management usually vested in the office of the president of a corporation. The President shall have the necessary authority and responsibility to operate the Corporation and all of its activities and departments, subject only to such policies as may be issued by the Board of Directors or any of its committees to which it has delegated powers for such action. The President shall act as a duly authorized representative of the Board of Directors in all matters in which the Board of Directors has not formally designated some other person to act.
Section 7. Executive Vice-President. The Executive Vice-President shall provide appropriate support services to, and in the absence or disability of the President shall perform all of the duties of, the President, and when acting for the President shall have all the powers of, and be subject to all of the restrictions upon, the President.
Section 8. Vice-President. The Vice-President shall provide appropriate support services to the President and the Executive Vice President, and in the absence or disability of the President and the Executive Vice-President, the Vice-President shall perform all of the duties of the President and Executive Vice-President, and when so acting shall have all the powers of, and be subject to all of the restrictions upon, the President and the Executive Vice President.
Section 9. Secretary. The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may order, a Book of Minutes of actions taken at all meetings of the Directors, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, and the names of those present at Directors' meetings. The Secretary shall keep a full and complete record of all actions taken by the Members and the Directors of the Corporation in their capacity as such. The Secretary shall give, or cause to be given, notice of all the meetings of the Board of Directors required by the Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers to perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.
Section 10. Treasurer. The Treasurer shall act as chief financial officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The Treasurer shall submit a statement of accounts at each regular meeting of the Board of Directors, shall make such reports as the Board of Directors may require, and shall make an annual report to the Board of Directors. The Treasurer shall cause to be deposited or shall cause to be disbursed in accordance with procedures approved by the Board of Directors all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse funds of the Corporation as may be ordered by the Board of Directors, shall render to the Board of Directors, whenever they request, an account of all transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
Section 11. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and the Assistant Treasurers, in the order of their seniority as specified by the Board of Directors, shall, in the absence or disability of the Secretary or Treasurer, respectively, perform the duties and exercise the powers of the Secretary or Treasurer and shall perform such other duties as the Board of Directors shall from time to time prescribe.
ARTICLE VI Committees
Section 1. Committees. Except as limited by Section 7 of this Article, the Board of Directors may create standing or special committees consisting solely of two or more Directors, for any purposes and delegate to such committees any of the powers and authorities of the Board of Directors. Such committees shall have the power to act only in intervals between meetings of the Board of Directors and shall at all times be subject to the control of the Board of Directors. The Board of Directors may also create standing or special committees not consisting entirely of Directors, but no action of any such committee shall be effective until ratified by the Board of Directors. The Chairman and members of each standing and special committee shall be selected by the Board of Directors, and may be removed by majority vote of the Directors then in office.
Section 2. Term of Office. The Chairman and each member of each standing committee shall serve until the next annual meeting of the Board of Directors and until his or her successor is appointed or until such committee is sooner terminated, or until such person is removed, resigns, or otherwise ceases to qualify as a Chairman or member, as the case may be, of the committee. Chairmen and members of special committees shall serve for the life of the committee unless they are sooner removed, resign, or cease to qualify as a Chairman or member, as the case may be, of such committee.
Section 3. Vacancies. Vacancies on any committee may be filled for the unexpired portion of the term in the same manner as provided in the case of original appointment.
Section 4. Meetings; Quorum. Each committee shall meet as often as necessary to perform its duties, at such times and places as directed by its Chairman or by the Board of Directors. A majority of the members of a committee shall constitute a quorum of such committee and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall keep accurate minutes of its meetings, the Chairman designating a secretary of the committee for this purpose, and shall make periodic reports and recommendations to the Board of Directors.
Section 5. Expenditures. Any expenditure of Corporation funds by a committee, other than the Executive Committee, shall require prior approval of the Board of Directors.
Section 6. Executive Committee. The Executive Committee shall consist of those officers of the corporation, not including subordinate officers, who from time to time are also Directors of the corporation. Notwithstanding the foregoing, no Executive Committee shall be deemed to exist at any time at which it would have less than three (3) members. Except as provided herein or by law, the Executive Committee shall have all of the powers of the Board of Directors, except that it shall have no power to act in any manner contrary to any resolution of the Board, and that its actions are subject to being reversed by the Board.
Section 7. Limitation on Delegation. In accordance with any applicable provisions of the New Hampshire Corporations Code the Board of Directors may not delegate any power of final action to any committee not composed entirely of Directors, and may not delegate to any committee the following powers: (a) The approval of any action which also requires approval by the Members of the Corporation. (b) The filling of vacancies on the Board of Directors or in any committee which has the authority of the Board of Directors. (c) The fixing of compensation of the Directors for serving on the Board of Directors or on any committee. (d) The amendment or repeal of Bylaws or the adoption of new Bylaws. (e) The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable. (f) The appointment of committees of the Board of Directors or the members thereof. (g) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director then can be elected. (h) The approval of any self-dealing transaction except as provided by law.
ARTICLE VII Indemnification of Agents of the Corporation Purchase of Liability Insurance
Section 1. Indemnification of Agents of the Corporation. The Corporation shall, to the extent required by law, indemnify and hold harmless employees and other agents of the Corporation acting within the scope of such person's duties to the Corporation against and from all liabilities, expenses, judgments, fines, settlements and other amounts ("Expenses") actually and reasonably incurred in connection with any threatened, pending, or actual legal proceeding, and all other claims or demands, whether civil, criminal, administrative or investigative ("Proceeding"). In all other circumstances, the Corporation is authorized, at its option, to indemnify and hold harmless any employee or other agent of the Corporation acting within the scope of such person's duties to the Corporation against and from all Expenses actually and reasonably incurred in connection with any Proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances and, in the case of a criminal Proceeding, had no reasonable cause to believe the conduct was unlawful.
Section 2. Termination of Proceedings. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person acted in bad faith or in a manner which he or she believed was against the best interests of this Corporation, or with respect to any criminal action or Proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.
Section 3. Limitations on Indemnification. In addition to any other limitation on the ability of the Corporation to provide any indemnification pursuant to this Article, the Corporation shall not indemnify any person: (i) with respect to any matter for which indemnification is prohibited by applicable law; (ii) With respect to any concluded Proceeding in which the person to be indemnified was not wholly successful on the merits, unless the outcome of such Proceeding shall be found in the manner provided by Section 4 hereof to be in the best interests of the Corporation and reasonable in result; or (iii) With respect to Expenses relating to any Proceeding bought by a Director, officer, employee, or agent against the Corporation, except pursuant to Section 4 hereof.
Section 4. Determination of Indemnification. Except as otherwise required by law, every other person claiming indemnification hereunder shall be entitled to indemnification only if a written determination is made by any of the following that such person has met the requirements for indemnification as set forth in this Article: (a) a majority of the members of the Corporation's Board of Directors who are not also parties to the Proceeding or substantially the same Proceeding, but in no event less than Two (2) members, (b) the Corporation's Members who are not also parties to the Proceeding or substantially the same Proceeding, (c) the court or administrative body before which the Proceeding was pending, or (d) if none of the foregoing exist, by independent legal counsel. To the extent possible, such determination shall be completed within Ninety (90) days of the Board of Directors' receipt of the request for indemnification. "Expenses" as used herein shall include all reasonable costs and expenses, including reasonable attorney's fees, incurred in connection with successfully establishing any right to indemnification under this Section 4.
Section 5. Prior Approval of Expenses. No person who intends to seek indemnification pursuant to this Article shall voluntarily incur any Expenses without the prior written consent of the Board of Directors, which consent shall not be unreasonably withheld. The Board of Directors' approval of voluntarily incurred Expenses is one condition to indemnification of Expenses not required by law to be made, but shall not, by itself, constitute a determination that such indemnification shall ultimately be granted. Determinations of indemnification rights shall be made exclusively pursuant to Section 4 of this Article.
Section 6. Advancement of Expenses. The Corporation may, at the Board of Director's option, advance Expenses incurred with respect to any Proceeding prior to the final disposition thereof upon receipt of an undertaking (which advancement shall be documented and secured as requested by the governing board) by or on behalf of the recipient to repay such amount to the Corporation unless he or she is entitled to indemnification, as determined in the manner provided by Section 4 of this Article. The Board of Directors' advancement of Expenses shall not constitute a determination that indemnification of such Expenses shall ultimately be granted. Determinations of indemnification rights shall be made exclusively pursuant to Section 4 of this Article.
Section 7. Partial Invalidity. If any provision of this Article is found to be invalid or unenforceable by any court, such provision shall be ineffective only to the extent that it is in contravention of applicable laws without invalidating the remaining provisions hereof, unless such invalidity or enforceability would defeat an essential purpose of this Article.
Section 8. Other Rights. The indemnification rights set forth in this Article shall be in addition to all rights which any indemnitee may be entitled as a matter of law.
Section 9. Insurance. The Corporation shall have the right to purchase and maintain insurance on behalf of any person who may be indemnified pursuant to this Article, whether or not the Corporation would have the power to indemnify such person against the losses to be insured.
ARTICLE VIII Miscellaneous
Section 1. Inspection of Articles and Bylaws. The Corporation shall keep at its principal executive office in New Hampshire, or if its principal executive office is not in New Hampshire, then at its principal business office in New Hampshire (or otherwise provide upon written request of any Member) the original or a copy of its Articles of Incorporation and Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by any Member at all reasonable times during office hours.
Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by a resolution of the Board of Directors.
Section 3. Corporate Contracts and Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
Section 4. Records. The Corporation shall keep adequate and correct books and records of accounts and shall keep minutes of the proceedings of its Members as such, its Board of Directors and the committees, if any, of the Board of Directors. Such minutes shall be in written form. Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.
Section 5. Annual Report The Corporation shall provide to the Directors and to the Members of the Corporation, if and when required by law, within one hundred twenty (120) days after the close of its fiscal year, a report containing the following information in reasonable detail: (a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year. (b) The principal changes in the assets and liabilities, including trust funds, during the fiscal year. (c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year. (d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year. (e) Any financial information required by any applicable provisions of the New Hampshire Corporations Code as from time to time it may be amended.
Section 6. Rules of Order. Robert's Rules of Order shall be the parliamentary law of all proceedings of the Board of Directors and all Committees. Notwithstanding the foregoing, Directors and officers shall apply reasonableness regarding the application and use of Robert's Rules of Order as expressed in the preamble to those rules as may be published. Failure to follow Robert's Rules of Order at any meeting shall not affect the validity of any corporate action otherwise in compliance with the applicable provisions of the New Hampshire Corporations Code and this Corporation's Articles of Incorporation, Bylaws, and applicable corporate resolutions.
Section 7. Conflict of Interest. The Corporation, through its Board of Directors, may promulgate from time to time a conflict of interest policy according to the current law then in effect to be adhered to by its Members, officers and Directors.
ARTICLE IX Fiscal Year
The fiscal or business year of the Corporation shall begin on the first day of January and shall end on the last day of December of each year.
ARTICLE X Amendments
Section 1. Amendment by Members. New Bylaws may be adopted or these Bylaws may be amended or repealed by the Board of Directors of the Corporation, with the approval of the Members to the extent required by law.
Section 2. Record of Amendments. Any amendment or alteration in these Bylaws shall be forthwith filed with the original Bylaws of the Corporation.
CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of the National Aviation and Space Education Alliance, a New Hampshire nonprofit public benefit corporation, and that the foregoing Bylaws, comprising ten Articles and thirty-seven (37) pages, constitutes the Bylaws of said corporation as duly adopted at a meeting of its Board of Directors. IN WITNESS WHEREOF, I have hereunto subscribed my name this day of , ______ .
(Signed Original on File)