Bylaws
This page contains the Bylaws for Golden Wings Incorporated. All members must agree to abide by these Bylaws before scheduling or operating any aircraft within the Golden Wings Flying Club Fleet. In order to become a member, you must agree to all rules set forth herein. By clicking on the agree button below or continuing the process of becoming a member, you are certifying that you will abide by all Bylaws, and acknowledge their existence.

The Bylaws are subject to change without notice. It is the responsibility of the member to monitor and review the Bylaws periodically.

Bylaws of Golden Wings, Inc.
A California Mutual Benefit Corporation

ARTICLE 1 - MEMBERSHIP:

1.1 MembershipTerm. Membership is month to month with a three (3) month minimum. Dues are paid automatically on a reccurring monthly basis until the member terminates membership. Membership termination must be made in writing and is the responsibility of the member.

1.1.1 Membership Payments. Memberships paid via check or cash will be terminated at the end of the membership period. It is the responsibility of the member to renew their membership prior to that period to remain a member in good standing. The Club does not send renewal notices.

1.1.2 Member Information. It is the responsibility of the member to insure that the information contained in Schedulepoint is correct and current.

1.2 Pilot Certificate Required. Applicants for membership must have or will obtain a Pilot Certificate.

1.3 Application Procedure. Applicants become provisional members in good standing upon:
a. Briefing on Club operations by an Operations Officer or other officer or director appointed by the Operations Officer and approved by the President.
b. Payment of the initiation fee and dues Applicants then become full members in good standing upon:
c. Approval of application by at least two (2) Officers

1.4 Airplane Lessons as Members: Aircraft owners who lease aircraft to the Club (“Aircraft Lessors”) shall be members if they desire to operate their own aircraft and exercise any other privileges of members.

1.5 Applicable Rules. Each member shall be privileged to pilot Club aircraft and shall be subject to Club Bylaws, Operational Rules, and Financial Rules.

1.6 Expiration of Membership. A member is automatically dropped from membership if that member has not paid monthly dues in full for the forthcoming membership month. Any member dropped must comply with the provisions of Section 1.3 above for reinstatement.

1.6.1 Termination of Membership. Membership termination must be made in writing to a Board Member and is the responsibility of the member.

1.6.2 Grace Period. Members are granted a thirty (30) day grace period in which to rejoin the club and not incur repayment of the New Member Fee.

1.7 Member Accidents and Incidents. Any member while operating a Club aircraft which is involved in an accident or incident resulting in any airplane, other property, or personal damage, shall be automatically and immediately terminated as a member and shall retain no member privileges. Reapplication of said member shall be subject to timely review by the Board of Directors.

1.7.1 Prospective Member Accidents and Incidents. The Club reserves the right to deny the application of a prospective member if they been involved in an accident, incident, have been suspended or removed from a flying club or have been known to operate an aircraft in a careless or reckless manner.

1.8 Revocation of Membership. Membership is a privilege and can be revoked at any time by the majority of the Board of Directors for actions determined by the Board not to be in the best interests of the Club. Any revoked member shall receive a prorated refund of dues.

1.9 Action By Majority Vote. As used in these Bylaws, the phrase “majority vote of the Board of Directors,” “Majority Vote of the Members” and similar phrases, except as expressly otherwise provided herein, shall mean a majority of the votes cast by a quorum of Directors or members, as applicable.

ARTICLE II - DIRECTORS

2.1 Powers. Except as provided herein, the Club’s activities and affairs must be managed and all corporate powers shall be exercised, by or under the direction of the Board of Directors.

2.2 Number of Directors. The authorized number of directors is three (3).

2.3 Composition of Board. All members of the Board of Directors must be members of the Club.

2.4 Appointment of Directors. The appointment of directors is determined by the president.

2.5 Vacancies. If any Director position becomes vacant, whether by resignation, removal or otherwise, the President shall appoint a successor for the unexpired term.

2.6 Quorum. Two-Thirds of the Directors shall constitute a quorum for the transaction of business.

2.7 Director Fees. Directors may receive such compensation for their services as may be approved by a Board Resolution.

2.8 Removal of Directors. Any Director may be removed from the Board of Directors with or without cause by a majority vote by the Board of Directors.

2.9 Board of Director Meetings. Board of Director meetings will be held at least twice a year at a time determined by the Board of Directors.

2.10 Special Meetings. Special meetings of the Board may be called at any time by the President, Vice President, Secretary, or two directors.

2.11 Inspection By Directors. Every Director shall have the absolute right at any time to inspect the books, records, documents of every kind, and physical properties of the Club.

ARTICLE III - OFFICERS

3.1 Officers of the Club. The Officers of the Club shall be a President, Vice President, a Chief Financial Officer and an Operations Officer. Any number of offices may be held by the same person.

3.2 Election of Officers. The Officers of the Club shall be chosen annually by the Board of Directors by no later than August for a one year term of office and shall serve at the pleasure of the Board. Procedures for selecting officers shall be prescribed by the Board of Directors. Term of office shall begin immediately upon selection.

3.3 Vacancy of Office. If any office should become vacant, whether by resignation, removal, or otherwise, the Board of Directors shall appoint a successor for the unexpired term.

3.4 - Responsibilities of Officers

3.4.1 President. Subject to the control of the Board, the president shall be the general manager of the Club and shall supervise, direct, and control the club’s activities, affairs and Officers. The President shall preside at all member meetings and at all Board meetings.

3.4.2 Vice President. If the President is absent or disabled, the Vice President shall perform all the duties of the president. When so acting, the Vice President shall have all the powers and be subject to all the restrictions on the president.

3.4.3 Secretary. The Secretary shall keep a book of minutes of all the meetings, proceedings and actions of the Board. The Secretary shall keep all the new and renewal membership applications, the corporate seal, and a copy of the Articles of Incorporation, and Bylaws of the Club, as amended to date. The secretary shall publish and distribute the Club’s quarterly news letter. The Secretary shall give, or cause to be given, notice of all meetings of members, or the Board and of committees of the Board required by these Bylaws to be given.

3.4.4 Chief Financial Officer. The Chief Financial Officer shall keep and maintain adequate and correct books and accounts of the Clubs assets and transactions. The Chief Financial Officer shall send or cause to be given to the members and Directors such financial statements and reports as required to be given by law, by these Bylaws, or by the Board. The Chief Financial Officer shall keep records of the Club’s members, showing each member’s name, address, telephone number and other relevant information from the membership application. The Chief Financial Officer shall deposit money and valuables in the name and to the credit of the Club, shall disburse the Club’s funds as the Board may order, shall render to the Board when requested an account of all transactions as Chief Financial Officer

3.5 Additional Powers. Any Officer shall have additional or revised powers, duties and responsibilities as the Board or Bylaws may prescribe.

3.6 Compensation and Reimbursement. Officers may receive such compensation for their services, and such reimbursement of expenses, as may be approved by a board resolution.

3.7 Removal of an Officer. An Officer may be removed from an Officer position with or without cause by a majority vote of the Board of Directors. Article IV Finances

4.1 Monthly Dues. The monthly dues, sufficient to cover the fixed and administrative costs of club operation, shall be established by the Board of Directors.

4.2 Payment of Dues. Monthly dues for each member shall be automatically prepaid through the end of each membership month. By accecpting the terms of the Bylaws, you authorize the club to bill your credit card, or checking account on a monthly basis. Membership termination must be made in writing to the Operations Officer and is the responsibility of the member.

4.3 Refund of Dues. It is the responsibility of the member to request a refund of dues. All requests must be in writing and submitted to the Operations Officer for review. Refunds will be issued only after the member has issued a written letter of resignation, returns the club aircraft key, and has no outstanding debt with the club.

4.4 Hourly Flying Rates. The hourly flying rates shall be established by the Board and incorporated into the clubs Financial rules and aircraft lease agreements.

4.5 Payment for Flying Time. Flying time shall be paid for by the member’s check or other acceptable form of payment within twenty-four (24) hours of the completion of each flying operation. Some examples of acceptable forms of payment are money orders, receipts for member paid expenses, and club issued certificates, but in no case shall cash be an acceptable form of payment. For some flights, a Club officer may ask a member to pay a pre-flight reservation deposit.

4.6 Collection and Returned Check Fees. Flight operations with insufficient payment or no payment shall be subject to a collection fee of fifty dollars ($50.00). In addition, any check not honored and returned to the Club shall be subject to a returned check fee of fifty dollars ($50.00). The above fees may be reduced or waived by any Club Officer under special circumstances.

4.7 Aircraft Insurance. The Board of Directors shall maintain a liability and hull insurance policy for each aircraft and shall incorporate the terms of such policy into the Club’s Financial Rules. A copy of the Club’s insurance policy will, at the request of any member, be made available for that member to review. Members are encouraged to read the insurance policy to understand the terms of the coverage.

4.8 Insurance Deductable. Whenever a Club aircraft insurance policy applies, even when the Club does not file an insurance claim because the loss was less than the deductible amount, the member will be covered for the amount of the Club’s insurance policy deductible, payable to one hundred (100%) percent of the deductable.

4.8.1 Idemnification. In addition to all other provisions of this Article IV, each member shall indemnify, defend and hold harmless the Club, its officers, directors, agents and employees for any liability, losses or damages the Club may suffer as a result of any act by, or negligence of, the member while operating a Club aircraft.

4.8.2 Member Irresponsibility. Club insurance does not provide coverage for members that are found to be operating club aircraft in the following manner; wreckless or careless, excersing poor judgement, violating FAR's, or members that are considered to be "not in good standing".

4.9 Attorney Fees. In the event of a suit, collection costs and reasonable attorney fees are payable to the prevailing party.

ARTICLE V - AMENDMENTS

5.1 Changes. These Bylaws may be amended by the majority vote or a quorum of the Board of Directors at any time, or by a two-thirds vote of a quorum of membership.

ARTICLE VI - OPERATIONAL AND FINANCIAL RULES

6.1 Operational Rules. Operational Rules deemed necessary for safe and efficient flying operations shall be established, revised, or revoked by the Board of Directors.

6.2 Financial Rules. Financial Rules deemed necessary for the financially safe and operationally efficient running of the Club shall be established, revised, or revoked by the Board of Directors. These Financial Rules may include, but are not limited to, the following: minimum liability and hull insurance standards, aircraft rental rates, initiation fees and monthly dues for members, responsibility of members for damage to aircraft, terms of the Insurance Deductible Plan maintained by the Club, and payment requirements for fees, dues, and/or aircraft rentals.

ARTICLE VII - IDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

7.1 Agents, Proceedings and Expenses. For the purpose of this Article VII, “agent” means any person who is or was a director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation or this corporation or another enterprise at the request of such predecessor corporation; “preceding” means any threatened, pending, administrative, or investigative; and “expenses” includes, without limitation attorneys’ fees and any expenses of establishing a right to indemnification under section 7.4 or 7.5.3 of this Article VII.

7.2 Actions Other Than by the Corporation. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this corporation to procure a judgment in its favor, an action brought under Section 5233 of Part 2 of the California Corporations Code (commencing with Section 5110) made applicable pursuant to Section 7238, or an action brought by the Attorney General or a person granted realtor status by the Attorney General for any breach of duty relating to assets held in a charitable trust) by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that that person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful. 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 did not act in good faith and in a manner that the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

7.3 Action by the Corporation. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action by or in the right of this corporation, or brought under Section 5233 of Part 2 of the California Corporations Code (commencing with Section 5110) made applicable pursuant to Section 7238, or brought by the Attorney General or a person granted realtor status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of this corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of that action. If such person acted in good faith, in a manner such person believed to be in the best interests of this corporation and its members. No indemnification shall be made under Section 7.3 for any of the following.

7.3.1 In respect of any claim, issue, of matter as to which such per has been adjudged to be liable to this corporation in the performance of such person’s duty to this corporation and it members, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstanced of the case, such a person is fairly and reasonably entitled to indemnify for expenses and then only to the extent that the court shall determine.

7.3.2 Of the amounts paid in settling or otherwise disposing of a pending action without court approval; or

7.3.3 Of expenses incurred in defending a pending action that is settling or otherwise disposed of without court approval unless such action concerns assets held in charitable trust and is settled with the approval of the Attorney General.

7.4 Successful Defense by Agent. To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Section 7.2 or 7.3 of this Article VIII, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

7.5 Required Approval. Except as provided in Section 4 of this Article VII, any indemnification under this Article V shall be made by this corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standards of conduct set forth in Section 7.2 or 7.3 of this Article VII. By any of the following.

7.5.1 A majority vote of a quorum consisting of directors who are not parties to the proceeding;

7.5.2 Approval of the members, with the persons to be indemnified not being entitled to vote thereon; or

7.5.3 The court in which the proceeding is or was pending, on application made by this corporation or the agent or attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this corporation.

7.6 Advance of Expenses. Expenses incurred by defending any proceeding made be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Article VII. The provisions of subdivision (a) of Section 7235 of the California Corporations Code do not apply to advances made pursuant to this subdivision.

7.7 Other Contractual Rights. No provision made by this corporation to indemnify its directors or officers for the defense of any proceeding, whether contained in the articles, bylaws, a resolution of members and directors, an agreement or otherwise, shall be valid unless consistent with this Article VII. Nothing contained in this Article VII shall affect any right to indemnification to which persons other than directors and officers of this corporations or any subsidiary hereof may be entitled by contract or otherwise.

7.8 Limitations. No indemnification or advance shall be made under this Article VII, except as provided in section 7.4 or Section 7.5.3 (ii), in any circumstance where it appears: (a) That it would be inconsistent with a provision of the Articles, Bylaws, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification, or (b) That would be inconsistent with any condition expressly imposes by a court approving a settlement.

7.9 Insurance. If so decided by the Board of Directors, this corporation shall purchase and maintain insurance on behalf of any agent of this corporation insuring against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such, whether or not this corporation would have the power to indemnify the agent against the liability under the provisions of this article VII.

7.10 Fiduciaries of Corporate Employee Benefit Plan. This Article VII does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity such, even though that person may be an agent of the corporation. The corporation shall have the power to indemnify and to purchase and maintain insurance on behalf of, any such trustee, investment manager, or other fiduciary of any benefit plan for any or all of the directors, officers and employees of the corporation or any of its subsidiary or affiliated corporations.

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