JCPA

Jefferson County Pilots Association

Governing Documents

The following is the text from the ARTICLES OF INCORPORATION filed with the Secretary of State for the State of Washington on April 25, 1995. U.B.I. Number: 601 636 342.



NONPROFIT CORPORATION

ARTICLES OF INCORPORATION


The undersigned, for the purpose of forming a corporation under the Washington Nonprofit Corporation Act, RCW 24.03 hereby adopt the following Articles of Incorporation:


ARTICLE I


The name of the corporation shall be: Jefferson County Pilots Association.


ARTICLE II


The term of existence shall be perpetual.


ARTICLE III


The purposes for which the corporation is organized are as follows: to foster and promote the development of general aviation in Jefferson County, Washington; to foster and promote the successful and perpetual operation of Jefferson County International Airport; to provide flying and aviation related education and promotional activities for the general public; to promulgate aviation safety; and to perpetuate the spirit of fraternity among airmen.


ARTICLE IV


The name of the Registered Agent of the corporation is: Richard J. Wagner.

The street address of the Registered Agent is 10 Pinecrest Court, Port Townsend WA 98368.


ARTICLE V


There shall be three directors serving as the incorporators and as the initial Board of Directors. Their names and addresses are as follows:


Richard J. Wagner, 10 Pinecrest Ct., Port Townsend WA 98368


Marilyn Hoeft, 36511 Hood Canal Dr. NE, Hansville WA 98340


Larry South, 195 Airport Road, Port Townsend WA 98368


ARTICLE VI


In the event of dissolution of the corporation, the net assets are to be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for non-profit purposes and which has established its tax exempt status under section 501(c) of the Internal Revenue Code. No part of the net income or assets of this corporation shall inure to the benefit of any director, officer or member, or to the benefit of any private person. This organization is organized exclusively for charitable purposes within the meaning of IRC 501 (c)(3). Notwithstanding any other provision of these articles, it shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under IRC 501 (c)(3) or corresponding provision of any future United States Internal Revenue law) or (b) by a corporation contributions to which are deductible under IRC 170 (c)(2) (or corresponding provision of any future United States Internal Revenue law.)


IN WITNESS WHEREOF each incorporator has affixed his/her signature on this 22nd day of April 1995.


(signed) Larry South,

(signed) Marilyn Hoeft

(signed) Richard J. Wagner


CONSENT TO APPOINTMENT AS REGISTERED AGENT


I, Richard J. Wagner, hereby consent to serve as Registered Agent in the state of Washington for the corporation herein named. I understand that as agent for the corporation, it will be my responsibility to accept service of process in the name of the corporation; to forward all mail to the corporation; and to immediately notify the Secretary of State in the event of my resignation or of any change in the Registered Office address of the corporation for which I am agent.


(date) 22 April 1995

(signed) Richard J. Wagner


JEFFERSON COUNTY PILOTS ASSOCIATION


REVISED BY-LAWS


We, the undersigned persons, acting under the provisions of the Washington State “Non-Profit Corporation Act”, adopt the following By-Laws.


Name: The name of this Non-Profit Corporation is Jefferson County Pilots Association, which hereinafter shall be referred to as “Association”.


Term: The term of existence is perpetual.


Purpose: The purpose for which the Association is organized includes, without limitation, the following: to foster and promote the development of general aviation in Jefferson County, Washington; to foster and promote the successful and perpetual operation of Jefferson County International Airport; to provide flying and aviation related education and promotional activities for the general public; to promulgate aviation safety through aviation programs and activities; to perpetuate the spirit of fraternity among airmen; and to do any and all other things consistent with the laws of the state of Washington and the United States of America.


Fiscal Year: The fiscal year of the Association shall commence on the first day of January and shall terminate on the last day of December.


Open Records: All books, accounts, minutes and records of the Association shall be open and available to any member, subject to not less than seven (7) days advance notice.


Discrimination: The Association shall not discriminate against any person because of gender, race, nationality, religion or personal preference.


Directors


Powers and Elections: The business of the Association shall be conducted by a Board of Directors consisting of a three directors who shall be elected from the general membership.


Terms: The Directors shall be elected for three (3) year terms. If any Director position shall become vacant, the remaining Board members shall appoint a successor to fill the un-expired term.


Meetings: The Board of Directors shall meet when called by the President. Meetings shall be conducted according to usual rules of order.


Quorums and Voting: A quorum, the minimum number of members necessary at the meeting to conduct business, is a majority of the total of current Board members. No motion shall be passed unless it receives approval votes of a majority of the members of the Board.


Open Meetings: The Board meetings are open for attendance by any and all general members without restriction. The Board may invite or refuse attendance by others at its discretion.


Committees: Directors and Officers may establish committees from time to time.


Compensation: Each member of the Board shall serve without compensation.


Officers


Election of Officers: At the annual meeting, nominations will be taken from the floor for the officers of the association. The following officers will be elected: President, Secretary and Treasurer.


President: The President is the chief executive officer of the Association. The President shall preside at all meetings of the Board of Directors and the general membership. The President may call a special meeting of the general membership or the Board of Directors. The President shall execute in the name of the Association, contracts and instruments which have been approved by the Board of Directors. The President shall execute all duties of the Treasurer in the absence of the Treasurer.


Secretary: The Secretary shall keep the minutes of all meetings of the Board of Directors and general membership. In the absence of the Secretary at a meeting the President shall appoint a replacement for the meeting.


Treasurer: The Treasurer or the President shall be empowered to sign checks for the expenditures authorized by the Board of Directors. The Treasurer shall receive and deposit all funds of the Association in a bank authorized by the Board of Directors. The Treasurer shall account for receipts, disbursements and balance on hand.

     The Treasurer shall provide a written treasurers report annually.     


Immediate Past President: The Immediate Past President shall assist the President and Board of Directors as needed so as to provide continuity of purpose and activities of the Association, the Board of Directors and the general membership.


     The Immediate Past President shall also perform such duties connected with the operation of the Association as requested by the President.


General Membership


Admittance: Persons wishing to become members need only provide their email address to the Secretary, and shall be admitted to membership if they meet any one of the following conditions:

1) They hold an airman’s certificate, pilot or A&P; or,

2) They hold a student pilot license; or,

3) They own an aircraft based at Jefferson County International Airport.


All memberships are family memberships.


Dues: There are no dues.


Matters Entitled to Exclusive General Membership Vote: Only members in good standing are eligible to vote and be elected to office. Each family membership is entitled to one vote. They may vote either in person or by written or email absentee ballot.

     A: To amend the By-Laws;

     B: To reorganize or dissolve the Association.


General Membership Meetings


Location: All meetings of the general membership shall be held at 0S9.


Date: There shall be at least one meeting each year at a time and place on OS9 to be determined by the Officers and Board of Directors.


Quorum: There are no quorum requirements.


Majority: A simple majority of those voting is necessary for the adoption of a motion or election of Officers and Directors.


Conduct: Meetings of the members shall be conducted according to usual rules of order.


Reports: Reports relevant to the Association may be given.


Minutes: All minutes shall be posted in the newsletter.


Indemnification of Officers and Directors: Jefferson County Pilots Association shall indemnify and hold harmless all present and former officers and directors from any claim, settlement or judgment (including the cost of defense) arising out of their conduct as an officer or director.

                    

(signed) Larry Baum                         Date: 10-15-2011

               

(signed) B. J. Hallinan                         Date: 10-10-2011

               

(signed) Doug McMinds                         Date:     10-15-2011