Article I – Name
Sec. 1 -Name
The name of this organization shall be the International Miniature Aerobatic Club (IMAC).
Article II – Location
Sec. 1 - Location
The offices for the transaction of business shall designated by the BOD.
Article III – Objectives and Purposes
Sec. 1 - Objectives
The objectives of this organization shall be to facilitate, promote, and further realism in radio controlled Scale Aerobatics and to further the Purposes.
Sec. 2 - Purposes
The Purposes of this organization shall be:
A. To develop competition rules and guidelines for radio controlled scale aerobatics based upon and insofar as possible consistent with full-scale aerobatic practice.
B. To promote the sport of radio controlled scale aerobatics through communication and leadership.
C. To achieve and recognize excellence in the judging of radio controlled scale aerobatics.
D. To assist and encourage those interested in entering the sport of radio controlled scale aerobatics.
E. To work closely with the Academy of Model Aeronautics (AMA) and manufacturers to promote and ensure safe flight operations.
F. The Board of Directors will publish and maintain a policy for conducting IMAC contests (CD Guide). This policy shall include but not be limited to acceptable practices, deviation requests, penalties and will serve to clarify possible rule ambiguity.
Article IV – Membership
Sec. 1 - Eligibility
Membership is open to any person who wishes to further the purposes of the organization.
Sec. 2 - Application for Membership
Application for membership shall be made to the Treasurer or through any Officer. The application shall be accompanied by at least one year’s dues. Upon membership approval, the new member shall be given an official number and membership card will be available online or through the mail.
Sec.3 - Duration of Membership
Membership may terminate by death, voluntary withdrawal, or otherwise pursuant to the Bylaws. The right of said member to vote, and all other privileges and interest of a member in or to the Society and property thereof, shall cease upon the termination of membership.
Sec. 4 - Suspension and Expulsion
Membership may be suspended or terminated based upon violation of the provisions of these Bylaws or any rule or agreement adopted by the organization or any other conduct prejudicial to the interests of the organization.
Such suspension or expulsion shall be by a two-thirds vote by the Board of Directors. A statement of the charges shall be sent by registered mail to the last recorded address of the member at least 15 days before the final action is taken.
Such statement shall be accompanied by a notice of the time at which the charges are to be considered and the member shall have the opportunity to respond in writing to present any defense to such charges before action is taken.
Sec. 5 - Affiliate members
The Board of Directors may establish standards for non-voting affiliate countries that wish to maintain their independent organizations, but conduct IMAC contests using IMAC contest standards.
Article V - Dues and Assessments
Sec. 1 - Dues
Membership dues are paid annually on a year to date basis.
Sec. 2 - Dues
The amount of dues shall be determined by the Board of Directors. All payment of dues shall be made to the Treasurer. To remain in good standing, a member shall have his dues paid currently.
Sec. 3 - Delinquencies
Dues for each calendar year shall be paid in advance. Any member who is delinquent in payment of dues will automatically have his membership terminated.
Sec. 4 - Assessments
The membership is not assessable.
Sec. 5 - Distribution of Assets
Upon final dissolution of the organization and surrender of the organization and name, and after all debts are paid and a final audit completed, all funds remaining in the Treasury shall be donated to such recognized charitable or non-profit organizations, as determined by a two-thirds vote of the entire Board of Directors then existing. All dues collected and other income must be used for the purposes of the organization and shall not inure to the benefit of any individual member.
Sec. 6 - Honorary Membership
Honorary Membership may be conferred upon a person who has rendered distinguished service to the organization or sport. Proposals for Honorary Membership shall be made to the Board of Directors for their approval, acceptance, and conferment. These positions shall be simply complimentary, carrying with them the right to attend meetings and to speak, but not to make motions or to vote.
Article VI – Officers
Sec. 1 - Executive Officers and Regional Directors
A. The Executive Officers of this organization shall be a President, Vice President, and Secretary/Treasurer. The positions of Secretary and Treasurer may be held by one or by two persons.
B. The President, Vice President, Secretary, and Treasurer shall be elected by IMAC members in good standing by mail ballot, electronic ballot or combination of both, and shall hold office for two years from date of installation, and until their successors are elected and qualified.
C. Regional Directors shall be elected by IMAC members in good standing within their region by mail ballot, electronic ballot or combination of both, and shall hold office for two years from date of installation, and until their successors are elected and qualified.
D. Executive Officers and Regional Directors may be reimbursed by the Treasurer for expenses directly related to organization business for amounts less than $10.00 per month; greater amounts must be approved by the BOD before disbursements.
Sec. 2 - President
The President shall be the Chief Executive Officer of the organization and of the Board of Directors. He may call any special meeting of the members of the Board of Directors and shall have, subject to the advice and control of the Directors, general charge of the business of the organization. He or the Vice President shall execute with the Secretary all contracts, instruments, and checks which have been first approved by the Board of Directors.
Sec. 3 - Vice President
The Vice President shall be vested with all the powers and shall perform all the duties of the President in case of the absence, disability, or inability for any reason of the President to perform the duties of his office. The Vice President shall also perform such duties connected with the operation of the organization as he may undertake at the suggestion of the President or the Directors.
Sec. 4 - Secretary
The Secretary shall keep the minutes of all meetings of the members and of the Board of Directors in books provided for that purpose. He shall attend to the giving and serving of notices of all meetings of the members and of the Board of Directors. He shall execute with the President or vice President in the name of the organization, all contracts and instruments that have first been approved by the Board of Directors. The Board of Directors may appoint an Assistant Secretary to carry out the duties of the Secretary in his absence.
Sec. 5 - Treasurer
The Treasurer and the President or Vice President shall execute in the name of the organization all checks for expenditures authorized by the Board of Directors. He shall receive and deposit all funds of the organization in a bank selected by the Board of Directors from which funds shall be paid out. He shall also account for all receipts, disbursements, and balance of funds on hand. The Treasurer shall perform all other duties incident to said office subject to the control of the President and the Board of Directors. In the absence or incapacity of the Treasurer, the Board of Directors may delegate the duties of the Treasurer to another individual or individuals. The Treasurer will provide quarterly reports to the Board of Directors and an annual report for the membership to review. The Treasurer will provide a yearly budget to be approved by a majority vote of the Board of Directors. The Treasurer’s records will be subject to audit by no less than 3 members at the beginning of each new calendar year.
Sec. 6 - Regional Directors
For the purpose of electing Regional Directors, the membership of the Club shall be divided into voting districts called Regions. IMAC members may petition the Board of Directors through the Request for Action process for the addition of a new region or the change of an existing boundary. The Board of Directors shall be empowered to create new regions or change the boundaries of existing regions. A Director must maintain his or her principal place of residence within the Area from which he was elected. Regional Directors shall promote, encourage, and sponsor the organization and operation of Regions.
Sec. 7 - Accountability of Officers
Any elected officer found by a two thirds vote of the BOD to be conducting themselves in a manner non becoming of the organization or it’s interests, shall be notified in writing of the offence. If uncorrected to the BOD’s satisfaction within 60 days of notice the offending party shall be removed from office by a second two thirds vote of the BOD and an interim officer put in place until such time as a regular election may be held. If the Administration itself is in question by the membership, a new election may be called by submission of two-thirds of the membership. New Executive Officers will be elected as per Article VI Sec. 1B. New Regional Directors will be elected as per Article VI Sec. 1C.Officers removed from office will remain members in good standing unless they do not meet the standards of Article IV.
Article VII – Board of Directors
Sec. 1 - Powers
The powers, business and property of the organization shall be exercised, conducted, and controlled by the Regional Directors elected one each from the IMAC regions as they exist at the time of such election, plus the President, Vice President, Secretary, and Treasurer.
Sec. 2 - Methods and Processes
The Board of Directors shall determine the best communication method and medium for conducting all the business of the organization. It is the responsibility of the BOD to insure that this choice will permit all members to reasonably participate.
Sec. 3 - Term of Office
At the first election of the Board of Directors, the term of office shall be fixed at two years. At the expiration of the initial term of office of each respective Director, his successor shall be elected to serve for a term of two years. Directors shall hold office until their successors have been elected and hold their first meeting.
Sec. 4 - Presiding Officer
The President shall be a member of and shall preside over meetings of the Board of Directors.
Sec. 5 -Vacancies
In the event of a vacancy of the President, Vice President, Secretary or Treasurer's office, the remaining Directors shall fill such vacancy by appointment from the IMAC membership. In the event a Regional Directorship becomes vacant, the Board shall appoint an acting Regional Director. For the next 60 days, members of the region may nominate new regional director candidates and a special election for that region will be held. If no new nominations are received within the 60 days, the person appointed by the board will be considered the regional director for the remaining term.
Sec. 6 - Meetings
Regular meetings of the Board of Directors shall be called at the time and place to be determined by the President, subject to ten (10) days notice. Notice shall include an agenda.
Sec. 7 - Special Meetings
Special meetings of the Board of Directors may be called at any time on the order of the President or, on the order of at least three Directors. Notice of special meetings of the Board of Directors stating the time and place and, in general terms, the purpose of the meeting, shall be mailed, electronically mailed or personally given to Directors at least 24 hours prior to the time appointed for the meeting. If all Directors shall be present at a meeting, business may be transacted without previous notice.
Sec. 8 - Quorum
A majority of the Directors shall constitute a quorum of the Board at all meetings and the affirmative vote of a majority shall be necessary to pass any resolution or authorize any act.
Sec. 9 - Mail, Telephone, and Internet Votes
Whenever in the judgment of the President a mail, telephone, or internet vote of the Board of Directors shall be necessary or expedient, he may direct that such vote may be taken. Upon authorization of a majority of the members of the Board of Directors voting, he may direct a mail or Internet vote of the membership, in which case a majority of the votes returned shall determine the question.
Sec. 10 - Compensation
Each member of the Board of Directors shall serve without compensation unless specifically approved by the BOD and backed by the organization purpose. Anyone who performs a duty and is compensated for such duty (Newsletter Editor, Webmaster or any other paid position) shall be considered an independent contractor and will receive the appropriate IRS forms.
Sec. 11 - Records
The Board of Directors shall cause to be kept a complete record of all the proceedings of its meetings. Such records shall be available to members.
Sec. 12 - Authority
The Board of Directors shall have the power and authority to promulgate and enforce all rules and regulations pertaining to the use and operation of property and to do and perform, or cause to be done or performed, any and every act which the organization may lawfully do and perform.
Sec. 13 - Committees
The board of Directors may assign special committees in order to investigate areas of concern that may arise through out any given year. The committees will serve until such time as the problem has been solved or eliminated.
Article VIII – Meetings of Members
Sec. 1 - Location
All meetings of the members, except as herein otherwise provided, shall be held in a manner determined by the Board of Directors.
Sec. 2 - Annual Meeting
Notice to members of the annual meeting shall be given at least thirty (30) days before such meeting and such notice shall include an agenda.
Sec. 3 - Special Meetings
Special meetings of the members may be held at such time and place as the President or Board of Directors may determine, or may be called by a majority of the Directors.
Sec. 4 - Notice
Notice of a special meeting of the members, stating the time and purpose thereof, shall be given in a like manner as the notice required for the regular annual meeting as provided above in Article VIII, Sec. 2.
Sec. 5 - Quorum
At any meeting of the members a quorum shall consist of all members present.
Sec. 6 - Presiding Officer
The President, or in his absence the Vice President, or in his absence a Chairman selected by the Board of Directors present, shall preside at meetings of members.
Sec. 7 - Vote
At every meeting of the members, each voting member shall have only one (1) vote.
Sec. 8 - Plurality
A majority of the members present may adopt a resolution at any membership meeting. Except in cases stated in these Bylaws where a two thirds vote is required.
Sec. 9 - Request for Action (RFA)
A member in good standing may submit a Request for Action to the Board of Directors as outlined in the Request for Action policy. The Board of Directors will publish and maintain the RFA policy.
Article IX – Nominations and Elections
Sec. 1 - Nominations
Nominations for all offices shall take place during September of the election year. To be eligible for nomination, a candidate must be a member in good standing.
Sec. 2 - Notification
The membership shall be notified of the nominees for the various offices through direct mail, IMAC Website or other form of official IMAC communication.
Sec. 3 - Elections
The method of voting and the election period shall be determined by the board of directors and announced 30 days in advance of the designated election period. Votes received after midnight of the final day of the election period shall not be counted.
Sec. 4 -Certification
The BOD shall designate a voting certification process which shall include reviewing the results of the election and certifying their accuracy.
Sec. 5 - Installation
Newly elected officers will be installed January 1, following the election or thirty (30) days after the closing of a special election.
Article X – Amendments
Sec. 1 - Amendments
The Bylaws may be amended or new articles may be added at any time deemed necessary by a 2/3 vote of the Board of Directors. Such vote may occur online and be recorded by the Secretary. Proposed amendments will be provided to the Membership both on-line and via the email of record for the member. Once the amendment is proposed, the membership shall have 30 days to discuss the amendment. At the close of the 30 days, the discussion will be ended, and an online vote will be taken. The vote will be open for at least two calendar weeks. At the close of the vote, the Board will review the vote to certify the result, and publish the result on the IMAC website. The proposed amendment must receive at least 2/3 majority of members approval in the online vote to pass. Approved amendments will take effect not sooner than 30 days after the result of the vote is published.
Article XI– Dissolution
Sec. 1 - Dissolution
This organization may be dissolved upon a vote of two-thirds of the members.
Article XII – Personal Liability
Sec. 1 - Liability
All persons or corporations extending credit to, contracting with, or having any claim against IMAC or the Board of Directors shall look only to the funds and property of the IMAC for the payment of any debt, damages, judgment, or decree, or any of other money that may otherwise become due or payable to them from IMAC or the Board of Directors, so that neither the Members of the Club, nor the Board of Directors, past, present or future, shall be personally liable therefore.