Constitution and By-Laws

NEBRASKA ASSOCIATION OF AIRPORT OFFICIALS
A Non-Profit Organization

CONSTITUTION AND BY - LAWS

Last revision September 2002

ARTICLE I

Name, Purpose and Principal Office

Section 1. Name

The name of the organization shall be "Nebraska Association of Airport Officials".

Section 2. Purpose

The purpose of the Association shall be to.

(1) Provide for the exchange of ideas, methods, information and experiences as they relate to airport management.

(2) Promote and encourage the passage of legislation on all levels for the good of Nebraska airports and aviation.

(3) Promote and encourage the public's understanding of the value of aviation and an airport to the community.

(4) Cooperate with all governmental agencies and industry organizations having as their primary goal the betterment of aviation.

Section 3. Offices

The Association shall maintain a principal office in Lincoln, Nebraska, the location of which may be changed from time to time by action of the Board of Directors. The Association may also maintain a business office for the transaction of business and the receipt of communications between meetings of the members of the Association or its Officers. The business office of the Association shall be the same as the business office of the Secretary of the Association.

ARTICLE II

Membership

A. Executive Membership - open to all persons involved in the active management, general supervision, administration, policy oversight or an elected or appointed official of an airport in the State of Nebraska.

B. Associate Membership - open to any individual or noncommercial organization which subscribes to the purpose of the NAAO and promotes the aviation industry in the State of Nebraska. Not open to individuals involved in active airport management, supervision and administration, as well as City and Authority oversight officials.

C. Corporate Membership - open to any corporation or commercial enterprise who has an interest in promoting the aviation industry in the State of Nebraska and subscribes to the purpose of the NAAO.

D. Honorary Membership - open to retired or former executive or associate members who, by their service, have advanced the purpose of the NAAO. Honorary membership status may be gained by action of a simple majority of the Board of Directors after receipt of a written request by any member.

E. Dues - dues shall be assessed annually on January 1st and are payable no later than January 31st. The dues schedule may be amended from time-to-time by a majority vote of the membership at any general membership meeting.

F. Member in Good Standing - Annual membership dues must be paid in full by 1 June of each year. Members who have not paid their dues by that date shall lose their "Member in Good Standing" status.

G. Voting Rights - each State of Nebraska member airport in good standing shall have one vote at meetings. If more than one executive member from any member airport is present at any meeting of the organization, those members shall designate one person to represent the airport in any question that may come before the Association at that meeting.

ARTICLE III

Officers and Board Members

Section 1. Officers

(1) Only Executive Members shall be eligible to hold office in the Nebraska Association of Airport Officials.

(2) The officers of the Association shall be President, Vice President, Secretary, Treasurer and such other officer(s) as may be prescribed from time to time by the Board of Directors. All officers shall serve a term of one year or from one annual meeting to the next. Any vacancy may be filled by action of the Board of Directors. No person shall hold more than one office at any one time, except that the offices of Secretary and Treasurer may be combined.

(3) The President shall preside at all meetings of the Association and shall serve as an ex-officio member of all duly constituted committees.

(4) Should the President be absent, unable or refuse to perform his duties, the Vice President shall assume the President's prerogatives and powers.

(5) The Secretary shall maintain records of all proceedings and a current roster of all members.

(6) The Treasurer shall receive, disburse and be responsible for all funds and securities of the Association. He shall keep itemized records of all transactions and make disbursements only with the approval of the President.

Section 2. Board of Directors

The Board of Directors shall consist of the current officers and the three immediate past Presidents.

Section 3. Terms and Vacancies

All Officers and Board Members shall be elected by the voting membership at the Annual Meeting and shall serve for the ensuing year. Vacancies may be filled by the Board of Directors.

Section 4. Election of Association Officers

(1) At least thirty days prior to the Annual Meeting, the President shall appoint a Nominating committee of three members who shall select at least one eligible member for each officer and submit same to the officer presiding at the Annual Meeting. This slate of candidates shall then be read to the membership.

(2) Any voting member may nominate any other eligible member from the floor .

(3) Election shall be decided by voice vote unless a written ballot is requested by the voting membership in attendance.

(4) Removal. Any officer or Board Member may be removed from office by a two thirds (2/3) vote of the membership in attendance at a regular meeting whenever it decides the best interests of the Association are thereby served.

(5) Compensation. None of the Board of Directors shall be compensated for his/her services to the Association. If funds permit, and if the Board approves, one or more Board Members may be reimbursed for some or all out-of-pocket expenses for attending any Board Meeting other than that immediately preceding the Annual Meeting. The Board may also employ and compensate an Executive Vice President or other secretarial or professional service, but only if funds are available at the time.

(6) Management. The business and affairs of the Association shall be managed by its Board of Directors.

ARTICLE IV

Meetings

Section 1. Meetings

A minimum of two Association general membership meetings shall be held each year. One such meeting shall be the Annual Meeting, to be held at a time and place to be determined by the Board of Directors for the purpose of electing Officers and Directors and for the transaction of such other business as may come before such meeting. Association meetings may be called by a 2/3 vote of the Board of Directors or by a 1/5 vote of the voting membership of the Association. Notice of meetings shall be issued by the Secretary or, in his/her absence, inability or refusal to act, by the President of the Association. No meeting shall be called with less than ten days notice in writing to all members.

Section 2. Quorum

One-fifth of the voting members in good standing present at any membership meeting shall constitute a quorum for the conduct of business at that meeting.

Section 3. Board Meetings

There shall be a minimum of two meetings of the Board of Directors during the year, one of which may be held immediately before the Annual Meeting. Meeting dates shall be set by the President and notices shall be given to each Board Member not less than ten days before said meeting.

ARTICLE V

Contracts and Finance

Section 1. Contracts

The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer or Officers, agent or agents of the Association and in such manner as shall from time to time be determined by the Board of Directors.

Section 3. Deposits

All funds of the Association not employed shall be deposited or invested from time to time to the credit of the Association in a bank convenient to the Treasurer .

Section 4. Audits

An annual audit of the financial affairs of the Association and such other audits as the Board of Directors may require shall be made annually by an Auditing Committee appointed by the President.

ARTICLE VI

Amendments

Section 1. Proposed Amendments

Any active member may propose an amendment to this Constitution and By-Laws at any time. The proposal shall be presented in writing to the membership at least thirty (30) days prior to the meeting at which time a vote will be taken on the proposed amendment.

Section 2. Vote

Amendments shall be voted upon at dully-scheduled general membership meetings. To be adopted, a proposed amendment shall require the approval of two-thirds (2/3) of the members present, provided that at least one-fourth (1/4) of all voting members in good standing are present and voting. Voting members in good standing who are unable to attend may provide the President with a proxy prior to the meeting.

Passed and adopted this 11th day of October, 1972

/s/ Donald J. Gerner
President

/ s / Linda M. Klanecky
Secretary