GEORGIA MODEL AVIATORS, INC.
1.1. Purpose of Bylaws
These bylaws constitute the code of rules for the regulation and management of the GEORGIA MODEL AVIATORS, INC., as authorized by its Articles of Incorporation. As used in these bylaws, this corporation is referred to as "GMA" or “Club” and the Georgia Nonprofit Corporation Code (or a section codified in Chapter 3 of Title 14 of the Official Code of Georgia Annotated) is referred to as the "Code" (or "Code section"). These bylaws are adopted in order to fulfill the objectives of the Corporation as stated in the articles and Code section 301, and to exercise the powers conferred upon the Corporation under Code section 302. The Club is a non-profit aero modeling organization whose sole purpose is to operate for the recreational benefit of its members. The Club’s flying site is located in Forsyth County in the township of Ball Ground, Georgia and has a physical address of 8250 Old Federal Road, Ball Ground, GA 30107.
1.2. Registered Office and Agent
The Board of Directors, as described in Title 4, will designate a registered agent and registered office for service of legal process; these designations are to be filed with the Georgia Secretary of State as required by the Code. The Board may change these designations at any time. In the event the Board fails to make a designation, or a registered agent resigns without a new designation of a registered agent and office, then the Treasurer of the Corporation, and the Treasurer’s address, are to be filed with the Georgia Secretary of State as the registered agent and office of the Corporation until the Board of Directors makes some other affirmative
1.3. Business Office(s) Authorized
Only the Board of Directors of the Corporation may establish one or more offices for the conduct of business within this state, whenever circumstances warrant.
1.4. Procedure Rules at Meetings
It is understood that in the transaction of its business, the meetings of the Corporation, its Board of Directors and its committees may be conducted with informality; however, this informality does not apply to procedural requirements required in the Articles of Incorporation, these bylaws, or the Code. When circumstances warrant, any meeting or a portion of a meeting will be conducted according to generally understood principles of parliamentary procedure as stated in the Articles of Incorporation, these bylaws, or a recognized procedural reference authority. The procedural reference authority for the Corporation is designated as the latest edition of Robert's Rules of Order, Newly Revised.
1.5. Computation of Members Eligible to Vote or Act as of "Record Date."
GMA is a private club. The purpose of the Board is to represent the interests of all members of GMA without bias. Furthermore, the founding goal of GMA is to have no political environment or the possibilities of special interest individuals and/or groups overpowering the purpose of this club, which is to enjoy flying in a safe and community minded manner. GMA was founded on this representation and will continue to operate under the authority and premise that the Board will work collectively to meet and exceed prudent care for the general members, assets, contracts, improvements and expenditures of this club. Only those eligible to vote will be the current members of the Board of GMA. All voting procedures will be in accordance with Title 1, Section 1.6 of these By Laws.
All regular members understand this authority and agree to this governing management and purpose. A regular member, as defined in Title 2, is anyone that is a member of GMA in good standing but not a current member of the Board of GMA. This governing management shall remain in force until this entity is dissolved. Therefore, it is understood that regular members expect no times to exercise voting rights nor the power or capacity to call a general or specific meeting of the membership body. Furthermore, it is understood that the Board shall handle all management, sale, income, disbursements regarding the use of the assets, revenues, income, deposits, or funds set aside for future use or any residual funds realized from the operation or sale of the Club.
Any and all leased, expensed and/or capitalized items, land or intangibles shall remain as the property of GMA to use and benefit from and shall remain so until this entity is dissolved.
Regular and Board Members shall enjoy any and all rights as stated in these Bylaws. Acceptance of a membership in the Club constitutes acceptance and agreement by the member to abide by these Bylaws and the Rules and Regulations.
Only active and current members of the Board of Directors shall have a vote on any and all matters involving the club. As required by the Code, the Secretary shall prepare an alphabetical list of Board Members qualified to participate on a particular matter as of the "record date" for that particular matter. Each list is to be available for inspection or copying by any Board Member, their agent or attorney, as provided by the Code. The "record date" for any meeting of the membership of the Corporation, is that date that is ten days prior to the scheduled date of the particular meeting.
1.6 Meeting Documentation and Recording of Votes.
The Board of Directors shall meet at least quarterly. Each Board Member will be given at least seven (7) days of notice as to the time and location of the meeting. A Member or Members may call additional meetings from time to time to deal with events, issues or to rule on an issue or issues as they may arise. In the case of an additional meeting, a Board Member or Members must request a meeting in written form and the request must have a second to the request. Upon receiving a second request, the Board will vote, with majority rule to have the meeting. If a meeting is to occur, each Board Member shall have at least seven (7) days notice regarding the time and location of that meeting.
1.6.1. Voting procedure and protocol is covered under Title 4 of these ByLaws.
1.6.2. The Secretary shall keep written minutes of any and all official and unofficial meetings to record any and all actions agreed upon by majority vote of the Board of Directors, unless deemed by the Board for a unanimous vote, and hold all summaries, resolutions and agreements in a continuous volume of documentation for reference and rulings during the process of managing GMA. This volume shall be continuous and surrendered to each successor Secretary immediately upon resignation, abandonment or removal.
2.1. Eligibility for Regular Membership
Membership in GMA is open to any natural person (1) who has a valid and current membership in the Academy of Model Aeronautics (AMA); and (2) who has remitted a completed Membership Application and the requisite fees and dues to the Treasurer, as defined in this Title 2 section of the bylaws. All members shall adhere to all applicable rules and regulations as outlined in the GMA Safety Rules and Regulations and the AMA Safety Code and associated documents. All members and guests may fly any model aircraft that adhere to the AMA’s safety code at the Club’s flying site including jets, propeller models, gliders and helicopters.
2.2. Application and Selection to Membership
2.2.1. A person desiring membership in the Club must submit a written application and
tender payment of all applicable dues to the Membership Coordinator and Treasurer. Membership is not granted until the member is notified of their acceptance. Receipt and deposit of dues does not create nor insinuate membership.
2.2.2. Upon acceptance of payment of applicable dues, the applicant will be submitted to the
Board of Directors. The applicant will be deemed a member if no Board member objects within one week of submission to the Board. If one or more Board members object to an applicant then the Board will conduct a vote and upon a majority vote of the Board, the applicant will be deemed eligible to be a member. If a prospective member fails to receive a majority vote or, the applicant shall be notified by the Membership Coordinator and have any dues refunded in full.
2.3. Defined Membership Classes
Those acquiring membership in the Club shall have a nonexclusive, revocable license to use the Club facilities in accordance with the terms and conditions of the member’s membership classification as outlined in these bylaws and the Rules and Regulations.
2.3.1 Airman Distinguished – Individuals recognized for distinguished service to the RC hobby, service to Georgia Model Aviators or individuals that have attained distinguished lifetime achievements. Airman Distinguished is approved by the GMA Board and is not charged an annual membership fee. Full flying privileges are enjoyed on weekends and weekdays.
2.3.2 Airman Senior – Airman Senior is reserved for those members age 70 and over. The discounted annual membership fee for the Airman Senior is $150. Full flying privileges are enjoyed on weekends and weekdays.
2.3.5 Airman - Airmen enjoy full flying privileges on weekends and weekdays at the annual fee of $200.
2.3.6 Airman Junior - Reserved for the sons and daughters of Airmen Distinguished, Airman Seniors, Airmen and Officers while 22 years of age or less. The Airman Junior is not charged an annual fee but does enjoy flying privileges on weekends and weekdays while accompanied by a parent member.
2.3.7 Airman Student – The Airman Student must meet the following criteria: proof of college enrollment, maintain a 3.0 GPA and AMA member. The Airman Student enjoys full flying privileges on weekends and weekdays at an annual membership fee of $125.
2.3.8 Guest – Prospective members are encouraged to visit (unlimited visits) or fly free up to 2 times while accompanied by a member. If needed, a sponsoring member can be assigned. The AMA membership requirement applied to Guests and members alike.
2.4. Control of membership Classes
The total number of memberships shall be set forth on the Membership Dues Schedule as may be amended from time to time. The total number of Provisional Memberships must not exceed five (10) members.
2.5. Liability for Injuries
In consideration of the privileges described herein, each member and each person or guest using the facilities, equipment and amenities of the Club through a member’s membership, expressly agrees that all use of the Club’s facilities, equipment and amenities is undertaken at the sole risk of the user, and the Board of Directors, Officers, GMA as an entity and all other members, personally or collectively shall not be liable for any injuries or damages to any member or other persons; and the officers, agents and employees and the Board of Directors and committee members (Released Parties) shall not be subject to and are hereby released and forever discharged from any claims or demands whatsoever, including, without any limitation, those claims or demands resulting from acts or omissions of active or passive negligence on the part of the Released Parties.
2.6. Dues and Financial Obligations
2.6.1. Dues Schedule. Dues schedules and initiation fees shall be formulated each year and approved by the Board. Dues for each year shall be due and payable by the date the member officially joined, hereinafter referred to as his/her “membership date”.
As an example, if the member joined on May 2, 2010, his “membership date” is May 2, 2010. For renewals, dues must be received no later than May 2, 2011. If the member does not renew by payment within 15 days of their “membership date”, they will be removed from the membership of GMA. If they forfeit their membership because of non-payment of dues and want to re-join at a later date, they will be required to go through the membership process as described in Section 2.2 of the ByLaws and meet any and all requirements under Section 2.8 of the ByLaws.
2.6.2. Initiation Fee. New member initiation fees will be determined by The Board each
year. Initiation fees are payable along with dues as applicable according to the Dues Schedule at the time of application for membership.
2.6.3. Assessments. The Board shall have the discretion to assess additional monies from the membership for facility improvements, repair, expansion of club facilities and acquiring other property for the purpose of flying.
2.7. Suspension from Active Status, Termination and Resignation
2.7.1. Failure to pay applicable dues by the “membership date” shall render the delinquent member suspended and ineligible to use Club facilities for the period of delinquency and the membership shall be considered not in good standing.
2.7.2 Any membership whose annual fee payment is not received by the Treasurer or Membership Coordinator within 15 days of the “membership date” of a given year will be automatically terminated by the Secretary, and the member(s) removed from the membership roster without further notice. Any member who has been either suspended or terminated remains obligated to the Corporation for any charges, assessments, dues fees or amount that is outstanding as of the date the membership is suspended or terminated.
2.7.3. Any membership may be terminated at any time by an affirmative vote of a majority
of the Board of Directors. At least ten days prior to the Board’s vote, the Board shall send notice by first class certified mail, return receipt requested, to the person whose membership it proposes to terminate, advising that member of the intended action, stating the reasons termination of membership is proposed, and providing to the member an opportunity to respond to the statement provided by the Board before any vote is taken. Any termination of a member approved by the Board shall take effect on the earlier of the date upon notification given to the terminated member, or five days after the vote to approve the termination. The Board shall send notification to such terminated member by registered mail or other overnight service no later than the day following the vote to approve the termination. Any member who has been terminated remains obligated to the Corporation for any charges, assessments, dues, fees or amount that is outstanding as of the date the membership is terminated. Any dues or fees previously paid by the terminated member shall be refunded on a pro rata basis.
2.7.4. Any member of the Corporation may resign their membership in the Corporation by a written notice to the Secretary, with no refund, rebate, or rescission of dues or fees. Any member who resigns his membership remains obligated to the Corporation for any charges, assessments, dues fees or amount that is outstanding as of the date the member resigned.
Any person that was terminated for not renewing their membership by the “membership date” deadline or that otherwise resigned their membership and who want to rejoin the club will be considered as a new membership applicant. As such, all persons applying to rejoin the club must submit a new membership application, dues payment and initiation fee. The initiation fee will be payable along with dues as applicable according to the Dues Schedule at the time of application to rejoin the membership.
RULES OF CONDUCT
3.1.1. The Board shall have the power to reprimand, suspend, expel, or otherwise discipline any member for committing any violation of these Bylaws or the Rules and Regulation; or for other good and sufficient cause determined by the Board. The Board shall have the power to ground any pilot or aircraft if the board determines that such pilot or aircraft are operating in an unsafe manner. The Board shall have the power to suspend, expel, or discipline any member for nonpayment of dues as discussed in these Bylaws.
3.1.2. If any member ceases to have the qualification necessary for membership in the
AMA, said members Club membership shall thereby terminate, subject to reinstatement upon restoration of eligibility.
3.1.3. Complaints concerning the conduct of any member shall be submitted to the Board, who shall decide if the matter is to be further investigated. If further investigation is warranted, notice of a hearing with the Board on any such complaint shall be sent to the member in question. All hearings shall be closed, except as to the member charged and witnesses. Following the hearing, the Board shall issue a finding and notify the member of any decisions applicable.
3.1.4. In the event a member is expelled from the Club such member shall be barred from admittance to the Club field under any circumstances and the member’s membership shall be terminated.
3.1.5. In the event that an individual is determined to have violated the Club’s Rules and
Regulations resulting in damage to another member’s property or model aircraft then the offending individual must compensate the other member for the financial impact caused by the rules violation. If there is disagreement regarding any offense in this matter, a grievance process may be requested, in which the Safety Officer will be the first point of contact and the agent of information with all parties involved. The Board will make a final determination of blame and compensation. If the member causing the damage does not abide by the ruling or bring restitution to the one they caused damage to, they will be consider “not in good standing” with GMA and will be suspended as an active member until all issue are satisfied. Further disciplinary action and/or expulsion from the club may be required and will be at the discretion of the Board, by majority vote.
3.1.6. In so far as all AMA and GMA site rules are obeyed then all damage caused by accidents are blameless and without fault including mid-air incidents.
3.2. Unity of the club.
All members must comply with the understanding that GMA is a Board run club. There are no elections, open meetings, discussion and/or membership votes regarding any matters of the operations, management, finances, planning or organization of GMA. It is the responsibility of every member to comply with this action.
3.2.1. Special Interest Groups and Causes.
The promotion of special interests within the Club, fund raising for specific purposes within these interests must be made in writing to one of the Board members. No promotion of any kind is allowed prior to making the written request or during the Board review process. Upon receipt of a written request, the Board will decide by majority vote to approve or rescind the request. The member and/or members advocating for the special interest group will abide by the ruling of the Board and will not seek further action within the club, use club property, e-mail lists, mailing lists, distribute any materials or correspond with other members regarding this.
3.2.2. Disciplinary Action, Suspension and Revocation.
If a member or members cause any action of disunity in the club, violate unity within the club and/or with regards to the ruling nature of the Board and any rulings as spelled out in these ByLaws, will be subject to disciplinary action, suspension and/or revocation of their membership and all parties involved.
BOARD OF DIRECTORS
4.1. Club Management
The Club shall be managed solely by its Board of Directors. The Board of Directors (“The Board”) is comprised of members of the Club and shall provide advice, counsel as to the operation and Rules and Regulations of the Club. Furthermore, the Board is to manage all assets, acquisitions, field operations, secure site improvements, sign leases, assess dues and fees, and assign any assets to carry out the daily and fiscal business and purposes of GMA.
4.2. Qualifications and Selection
The Board of Directors shall consist of members from the general membership of the Club. A candidate for a Board position is required to have been a member of GMA for at least two consecutive years and a member in good standing with the AMA . A Board candidate must be one that has shown evidence of promoting community and unity within the club. A Board candidate shall be nominated by at least two (2) existing Board Members and confirmed by majority vote of the Board. Each Board Member shall serve a term of two (2) consecutive years. A Board Member nearing the end of their term may renew for another term with the majority vote of the Board. Each Board Member must reside within a sixty (60) mile radius of where the field is situated. If a Board Member moves, is assigned or is called to service or responsibility that would cause them to not be available or in residence for more than forty five (45) days, they will be required to resign as a Board Member within thirty (30) days of receiving notice of their departure. The Board will determine, at its discretion, the effective date for dues becoming due to remain a member of GMA.
Prior to beginning service as a Board Member, a “Board Member Agreement” must be signed and witnessed. The document will be held by the Secretary and the original will remain the property of the Board and GMA.
4.3 Gratuitous Compensation
It is at the joy of the person that they serve as a Board Member/Officer of GMA. There is no salary, compensation or re-imbursement allowed or allocated for these positions. However, it is the tradition of GMA that Board Members receive the benefit of their membership free of charge during their term of active status. Upon resignation or removal, the member understands their responsibility to pay their dues to remain as a member of GMA.
4.4. Officer Elections
There shall be six (6) offices of the Club: President, Vice President, Treasurer, Secretary, AMA/Membership Officer, and Safety officer. Only Board Members shall fill these offices and shall be elected by the Board of Directors. Some of these may be combined at the discretion of the Board, depending on the number of active Board Members. The tenure of these offices is two calendar years, with elections being held in October, during a closed Board meeting. The Board, at its discretion, may add additional Board Members and/or officers as needed.
4.5. Duties of Officers
4.5.1. The President shall preside at all meetings of the Club if present. The President shall be the spokesperson for the Board to the club at large via e-mails and at field events. The President shall set the agenda for each and all Board Meetings, based on feedback and suggestions from all other Board Members.
4.5.2. It shall be the duty of the Vice-President in the absence of the President, to assume all the duties of the President.
4.5.3. It shall be the duty of the Secretary to keep a record of the meetings of the Board, both official and unofficial. The Secretary will also maintain all corporate and legal documents, insurance policies and certificates, renewals and Club AMA Charter documents.
4.5.4. It shall be the duty of the Treasurer to receive all money due to the Club and to pay all bills contracted by the Club, keeping a correct account of receipts and disbursements. The treasurer is also responsible for keeping and administering Club membership rosters.
4.5.5. The AMA/Membership Officer is responsible for all correspondence with the AMA on GMA Charter maintenance, updates, rule changes. Furthermore, this officer is responsible for membership related activities, application process, new member orientation and confirmation of flying skills.
4.5.6. The Safety Officer shall be responsible for implementing and ensuring all existing safety regulations are enforced. Furthermore, the Officer is to promote safety and maintain proper signage at the field and alert the Board and club of updates, additions and revisions. The Safety Officer is the main point of contact for processing safety grievances.
4.6. Coordinator Appointments
Coordinators for a specific need of the club shall be appointed by the Board of Directors. These positions may include Training, Turbine Operations and Calendared Contest/Events. The tenure of Committee Chairmen is two calendar years or terminated and extended at the discretion of the Board. Coordinator positions may be filled with persons from the general membership of the club.
4.7. Rules and Regulations
From time to time the Board may establish and/or amend the rules and regulations for control and operation of the Club, its facilities and the code of conduct of members while using the Club. The Rules and Regulations shall become effective immediately upon the posting of a copy in a conspicuous place at the Club’s flying site or upon their mailing to Club members. The provisions of these membership Bylaws shall control in the event of any conflict or inconsistency between these Bylaws and the Rules and Regulations.
4.8. Removal/dismissal of a Board Member/Officer/Coordinator
Board members, officers and coordinators are bound by the same rules of conduct and safety as set forth in TITLE 2 and 3 of these Bylaws. The process of dismissal or removal of a Board Member is set forth at the sole discretion of the Board, by majority vote and will be based on a breach of responsibility and/or integrity in their position as an officer or member or both. Any violation of the “Board Member Agreement” that is signed by each Board Member individually and kept by the Secretary can result in disciplinary action and/or dismissal by the Board.
Grounds for dismissal for any of Board Member will require a meeting of the Board in private, unless a written resignation is received by the member under the guise of dismissal. Other Officer positions or coordinator in question can be handled without a private meeting of the Board, at its discretion. A summary of the dismissal or resignation and the vote tally will be documented in the meeting minutes held by the Secretary.
5.1. AVAILABILITY OF FACILITIES
Use of the facilities may be restricted or reserved from time to time as determined by the Board, and the Board may extend privileges of the Club and the right to use the facilities to such other persons for AMA designated events, local events and community activities. ALL restricted use MUST have prior approval by the Board, at least 30 days prior to any use.
5.1.2. Events and Contests. Model Aviation Events may be held at the flying site during which the flying site will be closed to the general membership. These Model Aviation Events must be preapproved by the Board of Directors based on information provided by the applicant on a GMA Event Application Form. The individual completing the form must demonstrate compelling reasons why the requested event should be hosted at the GMA Airfield thereby closing the field to the membership for the duration of the event. At a minimum, the following terms and conditions must be met:
1) The event or contest must be a sanctioned AMA Modeling event that is envisioned to have regional or national prominence.
2) All monetary proceeds (pilot entry fees, donations, parking fees, etc.) and profits resulting from the event must be paid to the club. Reasonable expenses may be deducted as approved by the Board of Directors.
3) A minimum daily financial benefit is to be specified by the Board of Directors. The minimum daily financial benefit will be periodically revised as deemed appropriate by the board of Directors.
4) Any event that is held must provide the minimum daily financial benefit as specified by the Board of Directors. Otherwise, that event will not be approved again.
5.1.3. All events and contests, including Family Day are required to have a designated Contest Director (CD) and will operate each event within the AMA guidelines.
CODE PROVISIONS INCORPORATED
A. Authority to Indemnify. Except as otherwise provided in this section, the Club may indemnify an individual who is a party to a proceeding (whether threatened, pending or completed action, suit or proceeding, and whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal) because he or she is or was a Director against liability to pay a judgment, settlement, penalty, fine (including the obligation to pay an excise tax assessed with respect to an employee benefit plan), or reasonable expenses, including counsel fees, incurred with respect to the proceeding if:
1) Such individual conducted himself or herself in good faith; and
2) Such individual reasonably believed:
- In the case of conduct in his or her official capacity as director of the corporation, that such conduct was in the best interests of the corporation;
- In all other cases, that such conduct was at least not opposed to the best interests of the corporation;
- and In the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.
A Board Members conduct with respect to an employee benefit plan for a purpose he or she believed in good faith to be in the interests of the participants and beneficiaries of the plan is conduct that satisfies the requirement of subparagraphs (1) and (2) of this paragraph A. Further, the termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. The corporation may not indemnify a Board Member under this section in connection with a proceeding by or in the right of the corporation, except for reasonable expenses, including counsel fees, incurred in connection with the proceeding if it is determined that the director has meet the relevant standard of conduct under this section, or in connection with any other proceeding with respect to conduct for which the Board Member was adjudged liable on the basis that a personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity as a director of the corporation.
B. Mandatory Indemnification. The Club shall indemnify a Board Member who was wholly successful, on the merits or otherwise, in the defense of any proceeding (whether threatened, pending or completed action, suit or proceeding, and whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal) to which the Board Member was a party because he or she was a Officer of the corporation against the reasonable expenses, including counsel fees, incurred by the Board Member or Officer in connection with the proceeding.
C. Court-Ordered Indemnification or Advance for Expenses. A Board Member who is a party to a proceeding (whether threatened, pending or completed action, suit or proceeding, and whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal), because he or she is a Board Member may apply for indemnification or advance for expenses (including counsel fees) to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of the application and after giving any notice it considers necessary, the court shall order indemnification or advance for expenses if it determines:
1) that the director is entitled to indemnification under this Section 5.1., or
2) in view of all of the relevant circumstances, that it is fair and reasonable to indemnify or advance expenses to the director, even if the director has not met the relevant standard of conduct in paragraph A of this Section 5.1, or was adjudged liable in a proceeding by or in the right of the corporation, except for reasonable expenses; including counsel fees, incurred in connection with the proceeding if it is determined that the Board Member has met the relevant standard of conduct under this section, or in connection with any other proceeding with respect to conduct for which the director was adjudged liable on the basis that a personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity as a Board Member or Officer of the corporation.
If the court determines that the Board Member or Officer is entitled to indemnification or advance for expenses, it may also order the corporation to pay the director's reasonable expenses, including counsel fees, to obtain court ordered indemnification or advance for expenses.
D. Procedure for Determination. The corporation may not indemnify a director under Paragraph A of this Section 5.1 unless authorized under the terms of Paragraph A of this Section 5.1, and a determination has been made for a specific proceeding (whether threatened, pending or completed action, suit or proceeding, and whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal), that indemnification of the director is permissible in the circumstances because the director has met the relevant standard of conduct set forth in Paragraph A of this Section 5.1. The determination shall be made:
1) If there were two or more disinterested directors, by the Board of Directors by a majority vote of all of the disinterested directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote);
2) By special legal counsel selected in the manner described in paragraph (1) of this subparagraph or, if there are fewer than two disinterested directors selected by the Board of Directors (in which selection directors who do not qualify as disinterested directors may participate); or
3) By special legal counsel selected by a super majority vote by the directors. Authorization of indemnification or of an obligation to indemnify and the evaluation as to the reasonableness of expenses, including counsel fees, shall be made in the same manner as the determination that indemnification is permissible.
E. Authorization of Indemnification Exceeding Statutory Levels. This section authorizes the corporation to indemnify or obligate itself to indemnify a director made a party to a proceeding (whether threatened, pending or completed action, suit or proceeding, and whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal), without regard to the limitations contained in Part 5 of Article 8 of the Georgia Nonprofit Corporation Code, or of other provisions of this Section 5.1. The director who at the time does not qualify as a disinterested director with respect to any existing or threatened proceeding that would be covered by the authorization may not vote with respect to the authorization. The corporation shall not indemnify a director under this section for any liability incurred in a proceeding in which
the director is adjudged liable to the corporation or is subjected to injunctive relief in favor of the corporation for:
1) any appropriation, in violation of the director's duties, of any business opportunity of the corporation,
2) acts or omissions which involve intentional misconduct or a knowing violation of law,
3) the types of liability respecting improper corporate distributions under O.C.G.A. 14-3-831, or
4) any transaction from which the director received an improper personal benefit. Before the corporation may advance or reimburse expenses of a director prior to the final disposition of a proceeding, as approved or authorized under this section, the director is to furnish to the corporation a written affirmation of his or her good faith belief that his or her conduct does not constitute behavior described in the preceding sentence of this section and furnishes to the corporation a written undertaking, executed personally or on his or her behalf, to repay any funds advanced if it is ultimately determined that the director is not entitled to indemnification under this section.
F. Indemnification or Advance of Expenses for Officer of Corporation; Indemnification or Advance of Expenses for Employees and Agents.
1) The corporation may indemnify and advance expenses under this Section 5.1 to an officer of the corporation who is a party to a proceeding (whether threatened, pending or completed action, suit or proceeding, and whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal), because he or she is an officer of the corporation to the same extent as a director, as provided in this Article. If the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an officer, the corporation may indemnify or advance expenses to such further extent permitted by the laws of Georgia, except for liability arising out of conduct that constitutes:
- appropriation, in violation of his or her duties as an officer, of any business opportunity of the corporation,
- acts or omissions which involve intentional misconduct or a knowing violation of law,
- the types of liability for improper corporate distributions (as specified in O.C.G.A. 14-3-831), or
- the receipt of an improper personal benefit. An officer of the corporation who is not a director is entitled to mandatory indemnification under paragraph B of this Section 5.1, may apply to a court for indemnification or advances for expenses under paragraph C of this Section 5.1 to the same extent to which a director may be entitled to indemnification for advances for expenses.
2) The corporation shall indemnify and advance expenses to an employee or agent of the corporation who is not a director to the fullest possible extent, consistent with public policy and to the fullest extent permitted by the laws of Georgia. The procedures for such indemnification or advance shall be consistent with those for directors or officers of the corporation.
G. Insurance. The corporation may purchase and maintain insurance on behalf of each individual who is a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify or advance expenses to him or her against the same liability under this Article.
H. Prior Obligation to Indemnify or Advance Expenses. Pursuant to the provisions of O.C.G.A.
14-3-858, the corporation is authorized to obligate itself in advance of the act or omission giving rise to a proceeding (whether threatened, pending or completed action, suit or proceeding, and whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal), to provide indemnification or advance funds to pay for or reimburse expenses of a director, officer, employee or agent to the fullest extent permitted by the laws of Georgia. The corporation has power to pay or reimburse a director or officer in connection with his or her appearance as a witness in a proceeding (whether threatened, pending or completed action, suit or proceeding, and whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal), at a time when he or she is not a party. Further, except to the extent limited in Paragraph G of this Section 5.1, this Section 5.1 does not otherwise limit the corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.
I. Definitions Section. As used in this Section 5.1, unless the context clearly requires a different meaning, the term:
1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
2) "Director" or "officer" means an individual who is or who was a director or officer, respectively, of a corporation, or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is consider to be serving an employee benefit plan at the corporation's request if his or her duties to the corporation also impose duties on, or otherwise involve services by the director or officer to the plan or to participants in or beneficiaries of the plan. Further, unless the context otherwise requires, "director" or "officer" includes the estate or personal representative of a director or officer.
3) "Disinterested Director" means a director who at the time of a vote or other action by the Board of Directors of the corporation is not a party to the proceeding; or is an individual who is a party to a proceeding having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made with respect to the proceeding, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the decision being made.
4) "Expenses" includes counsel fees.
5) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
6) "Official capacity" means when used with respect to a director, the office of director in the corporation, and when used with respect to an officer, as contemplated in paragraph G of this Section 5.1, the office in the corporation held by the officer. "Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.
7) "Party" means an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
8) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal.
6.2. Procedures Where Director has Conflicting Interest in Transaction. The provisions of Part 6 of Article 8 of the Code, relating to rules governing the procedures to be applied where a director has a conflicting interest in a transaction involving the Corporation, is adopted by the Corporation by this reference as a bylaw of the Corporation.
6.3. Sales of Assets Outside Regular Course of Business. The provisions of Article 12 of the Code, relating to the sale of all, or substantially all of the assets of the Club outside the regular course of business, is adopted by the Club by this reference, as a bylaw of the Club.
6.4. Records to be Kept; Right of Inspection by Members. The provisions of Article 16 of the Code, relating to the records of the Corporation, and the right of members to inspect, copy or review the Corporation's records, is adopted by the Corporation by this reference, as a bylaw of the Corporation. The Board may adopt any needful rules or regulation necessary to implement these provisions.
REIMBURSEMENT BY THE CLUB TO ANY MEMBERS
Any payments made to a Board Member, Officer of the Club, or other member in the form of reimbursement, or payment, that is disallowed, in whole or in part, as a deductible expense to the Corporation for Federal or State income tax purposes by the Internal Revenue Service, or by the revenue department of any State, shall be reimbursed by the Treasurer to the Corporation to the full extent of such disallowance within six (6) months after the date on which the Corporation is assessed a deficiency with respect to such allowance.
It shall be the duty of the Board of Directors of the Club to enforce payment to GMA by any such employee for the amount disallowed. GMA shall not be required to legally defend any proposed disallowance by the Internal Revenue Service or by the revenue department of any State, and the amount required to be reimbursed by such employee shall be the amount, as finally determined by agreement or otherwise, which is actually disallowed as a deduction. In lieu of payment to GMA by any person(s), the Board of Directors may, at the discretion of the Board, withhold amounts from any expense or compensatory reimbursements to such member(s) until the amount owed to GMA has been fully recovered.
8.1. Amendments to Articles of Incorporation. Any change in the Articles of Incorporation of the
Corporation is not adopted unless a proposal is submitted to the Board of Directors for a vote as to whether the proposal should be adopted, be adopted with amendments, or be rejected, and the board’s reasons for their recommendation. Proposals may be initiated by a vote of the Board of Directors, or by any two directors of the Corporation. When the proposal is presented for consideration at a meeting of the membership of the Corporation, it is open to any amendments or other action as the Board of Directors approves, without limitation. No proposal to change the Articles of Incorporation is adopted unless a majority of the directors affirmatively vote, with a quorum present at a meeting, or with a quorum of ballots when voted upon by mail to approve the proposal. Once adopted, no change is effective until it is filed with the Georgia Secretary of State as required by the code.
8.2. Amendments to Bylaws. Any change in these bylaws is not adopted unless a proposal is submitted to the Board of Directors for a vote as to whether the proposal should be adopted, be adopted with amendments, or be rejected, and the board’s reasons for their recommendation. Proposals may be initiated by a vote of the Board of Directors, or by any two directors of the Corporation. When the proposal is presented for consideration at a meeting of the membership of the Corporation, it is open to any amendments or other action as the Board of Directors approves, without limitation. No proposal to change the bylaws is adopted unless a majority of the directors affirmatively vote, with a quorum present at a meeting, or with a quorum of ballots when voted upon by mail to approve the proposal. Once adopted, any change to these bylaws is immediately effective, unless some later date is designated in the proposal.