WOODLAND/DAVIS AEROMODELERS, INC.

BY-LAWS

AMENDED AND RESTATED 8-25-99

The Woodland/Davis Aeromodelers, Inc. (hereinafter referred to as WDA) is an affiliate organization of the Academy of Model Aeronautics dedicated to the sport and hobby of model aviation. The WDA functions to support safe recreational flying through the acquisition and maintenance of suitable flying sites for its members and through the provision of instructors to aid members in building and flying model aircraft. The WDA also functions to promote model aviation in the Woodland and Davis Communities by organizing various contests, shows, and demonstrations each year with the express goal of public entertainment and education.

To accomplish the above goals, the WDA shall be organized according to the following by-laws:

I. Membership

A. Membership is open to anyone interested in model aviation or other modeling activities authorized by the WDA and protected under AMA liability insurance.

1. Full membership shall be granted to adults over 18 years of age and juniors under 18, upon payment of dues. Dues shall be fixed by a majority vote of the members. All WDA members are required to join the Academy of Model Aeronautics (AMA), and to have proof of AMA membership in their possession and displayed as described in the Flying Field Safety Rules and Regulations when operating AMA-approved models at the WDA flying site(s) or any WDA sponsored flying demonstrations.

2. Associate membership status shall be granted to adults over 18 years of age and juniors under 18, upon payment of dues. Associate memberships are reserved for individuals who do not participate in modeling activities requiring AMA insurance. Waiver of the dues requirement shall be at the discretion of the Board of Directors.

3. Membership is on a calendar-year basis.

a. New applicants must attend a regularly-scheduled WDA meeting in order to join. Dues will be prorated for individuals joining mid-year by the following schedule: Individuals joining Jan. 1-Aug. 31 will pay the full amount; those joining Sept. 1-Nov. 30 will pay half the regular amount; those joining in December will pay the full amount, but will be credited with payment for the entire next membership year as well.

b. Renewal of club membership is contingent upon satisfying the criteria for minimum participation as established by the Board of Directors.

c. Eligible renewals which have not been received by 2^nd regular monthly meeting and are considered delinquent and subject to a late fee.

4. Members are entitled to use of the WDA flying site(s), participation in all club activities, and a vote in club affairs. Junior members must be under adult supervision when using WDA facilities.

5. Keys to the flying field will be issued to adult members only. A key may be issued to a non-member who is the legal guardian of a junior member of the WDA. The junior member is eligible to use the field facilities providing they are supervised by either the guardian or an adult member and the junior member holds a current pilot qualification sign off.

B. Nonmember guests may use the WDA-operated flying site(s) under supervision of a WDA member. In the event that a guest is not accompanied by a member/sponsor, they will be entitled to operate models under the supervision of any WDA member present. Guest use of the facility must be in compliance with the following rules:

1. Guests shall show proof of AMA insurance, fill out guest register and abide by all safety and operations rules governing use of the flying site. Guest must display their AMA membership card in plain site while operating an approved model.

2. Guests will be limited to two uses of WDA facilities, after which time they will be required to join the WDA as active members, or cease use of the facilities.

3. Individuals visiting WDA facilities only for the purpose of observing WDA activities, are not subject to any of the above access restrictions.

II. Organization and Conduction of Business.

A. The WDA shall be governed by four elected officers consisting of a President, Vice President, Secretary, and Treasurer, plus five elected Board members.

1. Officers will be elected at the last regular meeting of the year and will serve for one full calendar year.

2. It is the responsibility of the officers to preside over regular business meetings, to represent the WDA at all city government meetings which have bearing on WDA activities, to handle internal club affairs, to coordinate all activities of the WDA, and to keep the membership informed.

3. In the event that the President is unable to complete a full term, the Vice President shall become President, and if more than four months remain to be served, a special election will be held to select a new Vice President.

4. The Board of Directors will consist of the President, Vice President, Secretary, Treasurer, and five At-Large members.

a. The five At-Large members of the Board will serve staggered four-year terms, with one (two) member(s) to be elected each year at the last regular meeting of the year.

b. In the event an At-Large member of the Board is unable to complete his/her term, a special election will be held to name a successor who will serve out the balance of the term.

5. The Board of Directors will oversee all WDA activities and can, by a 2/3 vote, overrule a vote of the general membership.

B. The following committee chairpersons will be appointed each year to facilitate the accomplishment of WDA activities.

1. Field Chair. This individual will oversee construction and maintenance activities at the WDA flying site(s), present by the last meeting of the year projects to be completed in the upcoming year.

2. Head Instructor. This individual will oversee the safe operation of the flight instruction program.

3. Newsletter Editor. This individual will be responsible for the production and distribution of a monthly newsletter.

4. Membership Chair. This individual will be responsible for informing new or potential members about the WDA.

5. Field Safety Officer. This individual will oversee and coordinate the Flying Field Safety Rules and Regulations. (All members are considered as safety officers).

6. Additional appointments will be made as needed by the President to organize each contest, show or demonstration sponsored by the WDA.

C. Club meetings will be held on a monthly basis.

1. A quorum shall consist of 10% of the general membership and two members of the Board of Directors.

2. Meetings will be conducted according to Robert’s Rules of Order.

3. All regular items presented for voting shall require a simple majority of quorum for passage.

4. Members unable to attend a business meeting may vote en absenti by contacting one of the WDA officers prior to the meeting.

5. Modification of the bylaws will require a 2/3 vote of the Board of Directors.

III. Finances

The treasury shall keep a double entry accrual accounting system and maintain the club financial status within the codes of the State of California for Non-Profit Organizations. Treasury shall present a monthly balance sheet to Board Members and Officers at the monthly meeting. Budget will be approved by the Board of Directors and presented to the General Members at the March general membership meeting.

A. The WDA treasury shall consist of all membership dues, cash donations, gifts or other income.

B. At least once per year, the President shall present the members with a list of priorities for their approval, so that treasury funds can be used to the greatest advantage.

C. In the event that fund-raising projects prove inadequate, special assessments may be levied against the membership to finance high-priority projects exceeding treasury revenues.

1. Assessments shall require a 2/3 vote of the general membership. Ballots will be sent to those members listed as current members at the date a vote is called and the “response period” will be defined at the time a call for vote is made. 2/3 of the votes returned in this “response period” is all that will be required to pass an assessment. (30 days is considered a minimum “response period”).

2. Assessments shall not apply to junior members or to more than one member of a single family.

3. Alternative arrangements, as determined by the Board of Directors, may be made with any member threatened with financial hardship resulting from a special assessment.

IV. Safety and Instruction

A. The AMA safety rules and WDA Flying Field Rules and Regulations shall be adopted as the official safety regulations of the WDA. Additional rules may be adopted as needed to comply with City or County ordinances affecting operation of the WDA flying site(s).

B. All flying instruction at the WDA flying site(s) will be conducted by authorized WDA instructors under the leadership of the Head Instructor.

1. All members of the WDA must complete the approved training program before they may engage in unsupervised operation of any radio controlled aircraft at WDA facilities or events.

2. WDA flight instructors will be appointed by the Head Instructor with the approval of a majority of the current instructors. In the event a majority vote is not possible the president or designated Board member(s) shall be appointed to constitute a majority vote.

C. Flying instructors will also act as Field Safety Officers under the direction of the Field Safety Officer.

1. It will be the duty of the Safety Officer(s) or certified WDA pilot to visually inspect all models before their maiden flight.

2. The safety officers shall have the authority to ground any aircraft or flyer which in their judgment, poses a safety hazard to spectators, guests , or members at the flying field, or any WDA-sponsored flying event.

V. Disciplinary Actions

A. Officers and At-Large Board members of the WDA who fail to satisfactorily carry out their duties, may be removed from office by a 2/3 vote of the general membership.

B. Any WDA member who repeatedly or knowingly violates AMA and WDA safety regulations while using the club flying site(s) or participating in WDA-sponsored events at other locations, will be subject to suspension or expulsion.

1. “Suspension” is defined as forfeiture of membership rights, as defined in Section I. A. 3., for a specified length of time.

2. “Expulsion” is defined as forfeiture of membership rights for the balance of the membership year. Members expelled from the WDA may be denied readmission for subsequent membership years as well.

C. The Board of Directors will preside over all punitive actions against WDA members.

1. A hearing must be held by the full Board within 30 days of the filing of a signed, written complaint with a WDA officer, and the member in question shall have a chance to address all charges made in the complaint.

2. All punitive actions will require a 2/3 vote of the Board of Directors for passage and the Board shall be responsible for fixing the length of suspension or expulsion periods.

VI. Irrevocable Dedication Clause.

All property of this corporation is irrevocably dedicated to recreational purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(C) (7) of the Internal Revenue Code.

VII. In the event there is a conflict with these by-laws and an AMA rule, the AMA rule will take precedent over these by-laws.