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CAA Bylaws

August 18, 2009

TO ALL CAA MEMBERS:

The Original Bylaws became effective on August 1, 1996.
All changes since August 1, 1996, are included.

BYLAWS OF CORPORATE AIRCRAFT ASSOCIATION, INC.


PREAMBLE

The Corporate Aircraft Association (CAA) is a non-profit organization specifically formed to consolidate and enhance the purchasing power of it’s members; thereby improving their operating efficiencies and effectiveness. CAA will focus on developing a greater alliance between vendors and it’s members, always adhering to the highest of ethical standards and demonstrating a “Win-Win” philosophy in all negotiations.

BYLAWS

I. CAA MEMBERSHIP REQUIREMENTS:

  1. The company must operate at least one jet aircraft unless specifically exempted approval of the Board of directors. (4/30/04)
    A. All current member companies that only operate a turboprop or turbine
    powered helicopter may keep their membership as long as it is maintained continuously without expiration. (4/30/04)
  2. The company must not hold a FAR Part 135 Operating Certificate.
    A. All current member companies that hold FAR Part 135 Operating Certificates
    may keep their membership as long as it is maintained continuously
    without expiration. (3/31/99)
    B. Member companies that acquire a FAR Part 135 Operating Certificate after
    joining CAA may retain their membership until its next normal expiration. (3/31/99)
  3. The company must maintain an Internet access capability.
  4. The company’s representative to CAA must be the flight department manager.
    A. This person is responsible for the CAA ID Cards issued to the department. He/she will distribute the ID Cards and will destroy the cards of any employee or aircraft that is no longer in the flight department.
    B. Founding Members may represent their department, regardless of their title. However, such a Member must be a department manager to serve on the Board.
  5. The company must pay all required fees for CAA membership.
    A. Membership fees, dues, etc., will be determined by the Board.

II. CANCELLATION OF CAA MEMBERSHIP:

  1. The company’s membership may be canceled, without recourse, for the following reasons:
    A. The company no longer meets the requirements for membership.
    B. The company causes harm to CAA’s reputation.
    C. The company fails to pay its bills to CAA.
    D. The company overtly reveals CAA’s vendor prices to any non-member person or organization.
  2. The Board of Directors must vote on any proposal to cancel a member.
    A. Such a proposal may be presented by any Board Member.
    B. An action to cancel a company’s membership will require a minimum of two- thirds of the Board voting in the affirmative.

III. CAA PREFERRED FBO’S: (rev 8/19.09)

  1. CAA will only allow one CAA Preferred FBO per airport
    A. If an FBO has multiple locations on the same airport all locations on that airport will be allowed to be designated CAA Preferred provided they are 100% owned by the same entity.

  2. Determination of CAA Preferred FBO’s will be by member vote
    3. A. Ties will go to the incumbent FBO
    B. In the case of no incumbent, ties will be determined by Board vote
  3. For a single applying FBO to be awarded CAA Preferred status the FBO must receive a total net yes vote of a least 35 votes by the regular CAA membership, (net = yes minus no votes). If there are two or more competing FBO’s a minimum of 35 votes by the regular membership is still required for Preferred status to be awarded. For competing bids the FBO receiving the highest total number of net yes votes, with ties being determined by board vote, will be awarded CAA Preferred status.
  4. FBO’s that fail to achieve the minimum votes required to be designated CAA Preferred at an airport where no CAA preferred FBO exists, must wait six months from the date of their last application before they are eligible to reapply.
  5. CAA Preferred FBO’s are required to submit price updates every week as prescribed by CAA management. Failure to do so may result in revocation of Preferred status

IV. CAA BOARD OF DIRECTORS:

  1. The Board of Directors will consist of nine Board Members.
  2. Duties of the Board of Directors:
    A. To establish all policies governing the operation of CAA.
    B. To elect an Executive Committee consisting of a Chairman, Vice-Chairman, and Treasurer.
    C. To delineate any duties, responsibilities, compensation, etc., of the Board, Executive Committee, President, and Committee Chairmen that are not a part of the original bylaws. (4/30/04)
    D. To select a President.
    E. To establish all Committees.
    F. To convene annually at a place and time as determined by the Chairman.
  3. Board Members:
    A. Will serve a term of at least three years. (rev 6/2/00)
    B. Qualifications:
    1. Department Head of a member company.
    2. CAA Member for a minimum of two years.
    C. Selection:
    1. Elected by a majority of the Board of Directors.
    2. May nominate and vote for him/herself if running for reelection.
    D. Removal:
    1. Any Board Member may be removed from the Board by a two thirds afirmative vote by the Board Members
    E. Any Board member duly elected who during his/her term no longer meets the
    qualifications of Section B of this Article shall be eligible to maintain his/her
    position on the Board until the expiration of his/her term (4/30/04)
  4. Duties of the Board Members:
    A. To actively participate in carrying out the duties of the Board.
    B. To promote the general welfare of CAA.
    C. To vote on matters before the Board.
    D. To nominate and vote on candidates for the Executive Committee.(12/11/06)
    E. To nominate and vote on candidates for membership on the Board of Directors.(12/11/06)
    F. To bring new ideas to the attention of the Board.
  5. Executive Committee: (12/11/06)
    A. Duties of the Chairman
    1. To conduct all Board and Executive Committee meetings. (12/11/06)
    2. To represent CAA in all official circumstances.
    3. To supervise the activities of the President.
    4. To Appoint one Board Member as an advisor to each committee.
    5. To determine, in addition to the Board, who will be in attendance at Board functions.(12/11/06)
    B. Duties of the Vice Chairman
    1. To serve as an advisor to the Chairman.
    2. To serve as Chairman pro tem when the Chairman is unavailable.
    C. Duties of the Secretary-Treasurer (rev 4/30/04)
    1. To serve as an advisor to the Chairman.
    2. To review quarterly financial reports with the Chairman. (12/11/06)
    3. To take and transcribe the minutes of each meeting of the Board of Directors. (4/30/04)
    D. To serve a term of two years. The Board shall elect a Secretary/Treasurer at the Spring Board Meeting in odd number years. (4/30/05)
    E. Upon election of a new Secretary/Treasurer, the old Secretary/Treasurer will become the new Vice-Chairman. The old Vice Chairman will become Chairman. The old Chairman will return to the Board. (4/30/04)
    F. The Executive Committee will have the authority to authorize funding for items not specified in the budget up to $10,000 per year by unanimous vote of the Committee. The President will report to the rest of the Board such authorizations within 30 days.(12/11/06)
  6. President:
    A. Duties of the President (rev 10/12/99):
    1. To serve at the pleasure of the Board of Directors.
    2. To be responsible for implementing the policies of the Board.
    3. To promote the general welfare of CAA.
    4. Develop an annual operating budget for the Association. (12/11/06)
    5. To make quarterly financial reports to the Executive Committee.(12/11/06)
    6. To appoint all Committee Chairmen and Co-Chairmen.(12/11/06)
    B. May be removed at any time, with cause, by an affirmative vote of two-thirds of the Board of Directors.
  7. Voting:
    A. Any Board member can require a vote on any matter.
    1. The Board Member must contact the Chairman with his request, stating in writing the exact wording of his proposal. He may also offer a statement supporting his own position on the proposal.
    2. The Chairman will send the information to the President who will prepare the ballot and conduct the voting.

      a. All ballots will be delivered to each Board Member. There will be a thirty day period for the Board Members to return their ballot. Votes will be counted by the President and it will take only a simple majority to carry a proposal unless otherwise stated in the bylaws. In the event of a tie vote, due to whatever cause, the proposal will not carry. In such a case, the same proposal can not be resubmitted for a period of 60 days.

V. COMMITTEES (Reserved-rev 10/12/99):

VI. FOUNDERS:

  1. CAA would not exist were it not for its Founding Members. In recognition of their foresight and belief in the benefits of corporate flight departments working together for the common good, they are hereby given special status.
  2. The following individuals and their companies are the original Founding Members:

    David Brown, USF&G
    Lee Davis, General Electric Corp.
    Jeanene Day, Frito-Lay, Inc.
    Fred Fitts, Global Charter Association
    James Hollenbeck, ConAgra, Inc.
    William Jardine, Northeast Airways, Inc.
    Glenn Jones, Steelcase, Inc.
    Rod Kauber, Mutual of Omaha
    Larry Knox, Kerr McGee Corp.
    Mark LeFever, Avjet Corp.
    Sue McGee, Learjet, Inc.
    Ronn Nelson, Northwestern Mutual Life Insurance
    Richard Severson, Honeywell, Inc.
    Jim West, Eli Lilly & Co.