BY-LAWS
REVISED APRIL 2006
NORTHERN AIR TRANSPORT ASSOCIATION
MISSION STATEMENT
The Northern Air Transport Association is to represent northern air carriers in the decision-making process affecting transportation in Northern Canada.
Goals
- To promote a safe and effective Northern air transportation system.
- To advocate Northern air transport positions.
- To establish and maintain partnerships within the industry, governments and other interested parties.
Objectives
- To develop and cause to be adopted positions which increase the safety of Northern air transportation and reflect the unique operating environment.
- To develop and cause to be adopted positions, which improve the economics, quality and delivery of Northern air transportation considering the Northern environment.
- To develop the resources and procedures to cause the positions of NATA to be adopted. Specifically to:
- Develop, maintain and promptly update contact lists;
- Develop and maintain a means to poll the membership;
- Be aware of, monitor, attend and report on government and industry meetings and regulatory hearings;
- Prepare submissions, interventions and other correspondence;
- Liaise with government, industry and other interested parties;
- Develop a lobbying plan; and
- Offer relevant speakers.
- To develop a communications strategy so that NATA can make appropriate public announcements including developing:
- A communications plan;
- Media contact list; and
- Working relationship with the media.
- To prepare an annual general meeting which addresses the interests of the membership.
- To have members who represent a significant percentage of air passenger and cargo carriers North of 60º.
NORTHERN AIR TRANSPORT ASSOCIATION
BY-LAWS
ARTICLE I
MEMBERSHIP
SECTION 1: Any reputable person, firm, partnership, or corporation directly connected with or engaged in transportation of persons or property by air, in Canada north of the 60th parallel of latitude, together with such other persons as may be engaged in allied or related industries, also connecting carriers using different modes of transportation, shall be eligible for membership in this Association. Any eligible common carrier of persons or property may only become or remain a member of the Association by executing an agreement to abide by the By-Laws of the Association, upon payment of dues and assessments as provided herein. The classes of membership shall be as hereinafter provided.
SECTION 2: OPERATOR MEMBERSHIP: Any individual, partnership, corporation or other form of organization licensed by the National Transportation Agency and operating a commercial air service from a base and/or to locations in Canada located north of the 60th parallel of latitude and holding a valid Operating Certificate issued by Transport Canada.
SECTION 3: ASSOCIATE MEMBERSHIP: Any individual, partnership, corporation or other form of business enterprise engaged in a business allied or related to, or otherwise interested in, transportation by air shall be eligible to an Associate Membership in this Association
SECTION 3 (A) SUSTAINING MEMBERSHIP: Any individual not otherwise eligible for membership as an Operator or Associate member, employed in a business or by a governmental agency allied or related to, or interested in, transportation by air, including pilots and mechanics employed by an active member, shall be eligible to Sustaining Membership in this Association. It is not the intention that a Sustaining Member be a representative of an Operator Member as provided in Section 6.
SECTION 4: APPLICATION FOR MEMBERSHIP: Application for membership in this Association shall be made in such form as may be established by the Board of Directors and shall be accompanied by such initiation fees and dues as may be prescribed by these By-Laws or by regulation of the Board of Directors.
SECTION 5: WITHDRAWAL OR EXPULSION: Any member may withdraw from the Association by giving sixty (60) days written notice of intent to do so and by making payment of all obligations due the Association to the effective date of withdrawal. Annual fees are not refundable.
Any member may be suspended or expelled for failure to promptly pay any and all amounts due to the Association.
No member, under suspension from this Association, shall be permitted to exercise any privileges of membership until all matters entering into such suspension have been satisfactorily settled and all monies due the association shall have been paid.
All property rights, interests and privileges in or to this Association shall cease upon termination of membership by voluntary withdrawal, expulsion, death, adjudication or bankruptcy, corporate dissolution or other cause.
SECTION 6: AUTHORIZED REPRESENTATIVES: All members shall designate in writing filed with the Association the name of the representative (and alternate representative if desired) who shall be authorized to act on behalf of such member in the affairs of this Association, and such designated representative or alternate shall be eligible to election to the Board of Directors of this Association in the manner hereinafter provided.
ARTICLE II
VOTING RIGHTS OF MEMBERS
SECTION 1: OPERATOR MEMBERS: Each Operator Member shall be entitled to one vote in the election of members of the Board of Directors and in all other matters related to the conduct of the affairs of this Association.
SECTION 2: ASSOCIATED MEMBERS: Each Associate Member shall be entitled to one vote in the election of two Associate Member seats provided on the Board of Directors of the Association.
SECTION 2(A): SUSTAINING MEMBERS: Each Sustaining Member shall be entitled to one vote in the election of one Sustaining Member seat provided on the Board of Directors of the Association.
SECTION 3: METHOD OF VOTING: The right to vote shall be limited to the representative or alternate representative of the member designated in accordance with Section 6 of Article 1 of these By-Laws. Voting on all matters involving the corporate affairs of this Association, or the membership generally, and the amendment of these By-Laws shall be by secret ballot in convention assembled. Mail ballot may be authorized by the Board of Directors in cases of emergency for the purpose of amending these By-Laws or the Application for incorporation.
SECTION 4: VOTING: All voting rights in this Association may be exercised by proxy. All proxies shall be in writing and filed with the secretary of the Association prior to the opening of any meeting. No member may hold more than two (2) proxies at any one meeting. Proxies once filed, shall be valid for one (1) year unless specific time limitation is contained in the proxy or it is revoked in writing and such written revocation is filed in the same manner as the proxy being revoked.
ARTICLE III
DIRECTORS
SECTION 1: BOARD OF DIRECTORS: The corporate powers of the Association shall be exercised, and the affairs of the Association shall be managed by thirteen (13) Directors comprising the Board of Directors. Such Directors shall be designated representatives or alternate representatives of Operator or Associate Member companies.
SECTION 2: ASSOCIATE MEMBERS ON THE BOARD OF DIRECTORS: Three (3) members from the Associate membership may be seated as voting directors. The Associate membership Board of Director seats shall be held by different professions or types of businesses from within the Associate membership.
SECTION 3: SUSTAINING MEMBERS BOARD OF DIRECTORS: One (1) member from the Sustaining membership may be seated as a non-voting Director.
SECTION 4: IMMEDIATE PAST PRESIDENT: The immediate Past President of the Association shall be a member of the Board of Directors.
SECTION 5: TENURE OF OFFICE: Directors shall hold office for two (2) years or until their successors are elected and qualified.
SECTION 6: SEATING OF DIRECTORS: All Directors shall be elected prior to the meeting of the Board of Directors at the annual convention at which time their term of office for the ensuing year will begin.
SECTION 7: VACANCIES: Vacancies on the Board of Directors created by death, resignation, disqualification, or other cause shall be filled by vote of the Board of Directors.
SECTION 8: MEETINGS: The Board of Directors shall hold an organizational meeting at the annual convention for the Association. Other meetings shall be held upon the call of the President, at regular intervals throughout the year. Notice of such meeting shall be provided in writing, via facsimile, or by electronic means to each member of the Board of Directors at least fifteen (15) days before the day of such meeting.
SECTION 9: QUORUM: Five (5) members of the Board of Directors shall constitute a quorum at any meeting.
SECTION 10: REMOVAL: A member of the Board of Directors may be removed by the Board of Directors for failure to attend two (2) consecutive regular meetings of the Board of Directors.
SECTION 11: ALTERNATE DIRECTORS: Subject to the approval of the Board of Directors, a Director who is unable to attend a board meeting may designate an alternate from the same member company to represent him/her at the meeting.
ARTICLE IV
OFFICERS
SECTION 1: PRINCIPAL OFFICERS: The officers of the Association shall be a President, a first Vice President, a second Vice President and a Secretary-Treasurer. Each of such officers shall be elected by the Board of Directors from its membership, at its organization meeting at the annual convention of the Association, and shall hold office until his successor is elected and qualified.
SECTION 2: PRESIDENT: The President shall be the chief executive officer of the Association. He shall preside at the convention of members and at all meetings of the Board of Directors. He shall be an ex-official member of all committees and have the responsibility of appointing such committees.
SECTION 3: VICE PRESIDENT: The First Vice President shall act in the office of the President in the absence or disability of the President and shall have and perform such other duties as may be assigned to him by the Board of Directors or the President.
SECTION 4: SECOND VICE PRESIDENT: The second Vice President shall act in the office of the first Vice President in the absence or disability of the President and the first Vice President and shall have or perform such other duties as may be assigned to him by the Board of Directors or the President.
SECTION 5: SECRETARY-TREASURER: The Secretary-Treasurer shall carry out the duties normally associated with the office of the secretary. He/She shall safeguard the funds of the Association and supervise the maintenance of complete and accurate records of all receipts and disbursements. He/She shall direct that all funds of the Association be deposited in the name and account of the Association in a depository satisfactory to the Board of Directors. He/She shall make reports to the Board of Directors and to the convention of members at such times as are deemed appropriate by the Board.
ARTICLE V
EXECUTIVE DIRECTOR
SECTION 1: An Executive Director may be employed by the Board of Directors.
SECTION 2: The Board of Directors may assign duties to the Executive Director, including the responsibility of employing assistants.
SECTION 3: The Executive Director shall serve under the direction of the Board of Directors.
ARTICLE VI
COMMITTEES
SECTION 1: STANDING COMMITTEES: The President, with the approval of the Board of Directors, shall appoint standing committees as the Board of Directors may from time to time designate. At least one member of the Board of Directors shall be included in the personnel of each committee, and such, Director or other Director members of the committee shall act as Chairman.
SECTION 2: SPECIAL COMMITTEES: The President with the approval of the Board of Directors may appoint such other committees as he may deem advisable.
SECTION 3: POWERS OF COMMITTEES: No committee shall have any power to bind the Association in any manner except as expressly authorized by the Board of Directors.
ARTICLE VII
MEMBERSHIP MEETINGS
SECTION 1: An annual convention of the membership as a whole shall be held each year at a time and place to be established by the Board of Directors.
SECTION 2: General and special meetings shall be held at a time and place to be established by the Board of Directors.
SECTION 3: Notice of such annual convention, general, and special meetings shall be provided in writing, via facsimile or by electronic means to all members of the Association at least fifteen (15) days before the date of the convention or general and special meetings.
SECTION 4: Five (5) members of the Association shall constitute a quorum at the annual convention, general and special meetings.
ARTICLE VIII
MEMBERSHIP ACTION
Any questions upon which membership action is required or desired, at a time other than at the annual convention, shall be submitted to the vote of the membership by mail ballot. Proposals for membership action shall be submitted to the President for presentation to the Board of Directors or to the Executive Committee for their consideration and approval before placement on a mail ballot,. Such proposals may be submitted by any five (5) members (Operator, Associate, or Sustaining), except that questions involving approval or disapproval of any Board of Directors action must be submitted directly to the vote of the membership by the President and shall be considered only upon receipt of a written request signed by not less than ten (10) members (Operator, Associate, Sustaining). Unless otherwise required by law or by these By-Laws, a majority of those members returning ballots within ten (10) days from the date of mailing of the ballots or within such time as may be specified beyond such ten (10) day period by appropriate Board action shall constitute membership action.
ARTICLE IX
RULES OF ORDER
SECTION 1: Roberts Rule of Order shall be the parliamentary authority of this Association.
SECTION 2: No one shall be permitted the privilege of the floor for more than five (5) minutes at any meeting of the Association, its Board of Directors or any unit without special permission of the chair.
ARTICLE X
DUES
SECTION 1: OPERATOR MEMBERS: The annual dues of Operator Members shall be determined by the membership from time to time.
SECTION 2: ASSOCIATE MEMBERS: The dues of Associate Members shall be determined by the Board of Directors.
SECTION 2(A): SUSTAINING MEMBERS: The dues of Sustaining Members shall be determined by the Board of Directors.
SECTION 3: PAYMENT OF DUES: All dues shall be payable in advance, and the payment of dues may be enforced by forfeiture of membership or by legal action, or both.
ARTICLE XI
BORROWING POWERS AND LIABILITY OF MEMBERS
SECTION 1: The Directors may, by majority vote, borrow funds for the current operations of the Association, but the total of such funds shall not, at any time, exceed one-half the Association’s revenues in the preceding fiscal year.
SECTION 2: The Directors may, with the approval of a majority of the members present at a general or special meeting, or the annual convention, borrow funds for capital expenditures.
SECTION 3: No liability of any nature shall attach to the membership of this Association other than dues and charges made according to these By-Laws, or charges for special services rendered, or for special assessments levied with the written approval of the member.
ARTICLE XII
AMENDMENTS TO BY-LAWS
Except as otherwise provided herein, these By-Laws may be amended, by the vote of the Operator members taken in accordance with Article VIII hereof, or of the membership during annual convention.
ARTICLE XIII
FISCAL YEAR
This Association shall operate for fiscal purposes from the first day of January to December 31.
ARTICLE XIV
AUDITOR
(1) At the annual general meeting an auditor shall be elected for the ensueng year.
(2) At each annual general meeting a balance sheet for the preceding year, duly certified by the auditor, shall be available for the inspection of members.
ARTICLE XV
SEAL AND SIGNING AUTHORITY
(1) The Seal of the Association shall consist of the word “Seal” in a circle formed by the words - NORTHERN AIR TRANSPORT ASSOCIATION.
(2) The Seal shall be kept in the custody of the Secretary of the Association and shall not be affixed to any instrument or document except by authority of a resolution of the Directors and in the presence of the Secretary and at least one other Director.
(3) The Secretary and at least one other Director shall have the authority to sign instruments or documents on behalf of the Association.
ARTICLE XVI
MINUTES OF MEETING, BOOKS AND RECORDS
(1) The Secretary shall be responsible for keeping minutes of all annual, general, special or Directors meetings and all minutes shall be signed by the Chairman of the meeting and the Secretary after approval thereof by the meeting.
(2) The Treasurer of the Association shall be responsible for keeping proper books of account for the Association.
(3) All books and records of the Association shall be open to the inspection of members at each general and annual convention.
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