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Constitution & Bylaws

Flying Physicians Association, lnc.
CONSTITUTION AND BYLAWS

Article I

Organization

1. The name of this organization shall be the Flying Physicians Association,Inc., hereinafter known as the "Association" or the "FPA."
2. The Association shall have a seal kept at the Association headquarters office.
3. The Association may, by a majority vote of the membership body, change its name.


Article II

Purposes
The following are the purposes for which the Association has been organized:
1. To promote education and research related to medicine and aviation.
2. To promote aviation safety by research, education, and dissemination of information relating to the medical factors affecting the operation of aircraft.
3. To stimulate interest in aviation medicine.
4. To offer assistance in the rapid movement of trained medical personnel, donor organs, blood, patients, and emergency supplies.
5. To emphasize the use of aircraft in facilitating the practice of medicine
6. To promote Samaritan and community service missions.
7. To assist civilian and governmental agencies in the furtherance of our national interests.


Article III

Membership

A. Categories of membership
l. Regular: Physicians (M.D. or D.O.) who hold or have held a valid pilot certificate.

2. Life: Those otherwise Regular members who have paid a lump sum entitling said members to all of the privileges of the Association for the remainder of their lives.

3. Emeritus: Those Regular Members who are fully retired from the practice of medicine.

4. Exempt: Those Regular Members who are disabled or suffering financial hardship. Exempt status requires Board of Directors approval.

5. Associate includes:
  • a. Those physicians, not pilots, who wish to support the purposes of the  Association.
  • b. Medical students who are certified pilots
  • c. Aviation Medical Examiners who are not pilots
  • d. Widowed spouses of members that wish to remain active in the Association
  • e. Other flying associations who wish to support the purposes of the Association
6. Corporate: Corporations who wish to fully support the purposes of the FPA
7. Honorary: Individuals who may be appointed by the Board of Directors upon the recommendation of a Regular, Life or Emeritus member.

B. Voting/Office holding
l. Regular, Life, Exempt, and Emeritus members in good standing may vote and hold office.

2. To be a member in good standing, he/she shall be current in dues and assessments.

C. Expulsion
Any member engaging in activities contrary to the best interests of or inimical to the principles of the Association may be expelled by a majority vote of the Board of Directors.

Article IV

Nominations and Elections

A. Nominating Committee
  1. The President Elect, with the approval of the Board of Directors, shall appoint five members, one from each regional chapter, to serve on the Nominating Committee. No more than two of these members may have served on the previous year's Nominating Committee.
  2. The Immediate Past President shall serve as the Chairman of the Nominating Committee.
  3. The Committee shall prepare a slate of candidates for officers and Directors and file such slate with the Secretary of the Association and the Executive Vice President at least 30 days prior to the first Board of Directors meeting of the calendar year.
  4. The BOD shall consider the slate for approval and direct the Executive Vice-President to publish the slate in the next issue of the Bulletin and The FLYING PHYSICIAN magazine.
B. Elections:
  1. Election of Officers and Directors shall be by written or electronic ballot cast by Regular Members in good standing, Life, Emeritus, and Exempt Members.
  2. A plurality of the votes cast shall be necessary for the election of any officer or director.
  3. The BOD shall be empowered to enact specific voting rules and procedures should unforeseen election circumstances arise.
  4. The official time of change of office for the Officers, Directors, and Nominating Committee is the conclusion of the ABM, but the incumbent Officers shall continue to officiate at other educational and social events during the Annual Meeting until its formal conclusion.

Article V

Meetings

A. Annual Business Meeting
  1. The Annual Business Meeting of the Association shall be held each year at the discretion of the Board of Directors between June 1st and September 30th.
  2. Quorum: The number of Regular, Life, and Emeritus members attending the business meeting shall constitute a quorum.
  3. The time and place of the meeting shall be decided by the BOD upon the recommendation of the Secretary at least twelve (12) months prior to its convening.
  4. The time and place of the AM/ABM will be communicated to all members at least six (6) months in advance; such notice will be placed in the Bulletin.
B. Board of Directors
1. Scheduled Meetings
  • a. The Board will meet at least two (2) times each year
  • b. Other Association members may attend the BOD meeting
  • c. At least sixty (60) days advance notice should be given to the Board members.
  • d.  Executive sessions of the Board are open to Board members only
2. Special Meetings of the BOD (attendance, see B. above) 
  • a. A Special Meeting of the BOD may be called by the President when he/she deems it necessary.
  • b. Notice of such meeting shall be mailed or emailed to all members at their addresses as they appear on the most recent membership roll at least ten (10) days before the scheduled date and shall state the purpose of the meeting and the business to be transacted.
  • c. At the request of six members of the Board of Directors or seventy-five (75) members of the Association, the President shall cause a special meeting to be called but such requests must be made in writing at least thirty (30) days before the requested scheduled date. No other business but that specified in the notice may be transacted at the special meeting without the unanimous consent of all present at the meeting.
  • Fifty (50) percent of the members of the Board of Directors shall constitute a quorum.
C. Voting: At all meetings, voting shall be spoken or by show of hands, unless a majority requests a closed ballot.
D. The Order of Business at all scheduled meetings will be as follows:
  • Roll Call
  • Read of Minutes of preceding meeting
  • Reports of Officers and Committees
  • Old - unfinished Business
  • New Business
  • Communications
  • Announcements
  • Adjournment
E. Agendas for all meetings shall be prepared by the Executive Vice-President in consultation with the President and disseminated to all attendees at least thirty (30) days prior to the meeting. if feasible.


Article VI

Board of Directors

A. General
  1. The BOD shall exercise overall responsibility for all business and affairs of the Association.
  2. The BOD and its Officers shall have fiduciary responsibility to the Association.
  3. The BOD shall direct that a routine audit of the Association's finances be conducted at least every three years.
  4. The BOD shall make such rules and regulations, as it may deem necessary for the proper conduct of its meetings.
  5. Vacancies on the Board of Directors shall be filled by vote of the remaining members for a period coincident with the remainder of the term vacated.
  6. No member of the Board of Directors may hold two offices at any one time.
B. Composition of the Board
  1. There shall be a minimum of ten (10), and a maximum of sixteen (16) Directors.
    • a. Each Director shall have a term of three (3) years.
    • b. Each Director shall have one vote, and such voting may not be done by proxy.
  2. The President, Immediate Past-President, President Elect, Vice-Presidents, Treasurer, and Secretary are ex-officio voting members of the Board.
  3. The Executive Vice-President and the Editor of the FPA publication The Flying Physician are ex-officio non-voting members of the Board.
  4. The President of the Association, by virtue of his office, shall be Chairman of the Board of Directors.
  5. It is the responsibility of the Executive Vice President to record and prepare the minutes for dissemination and archiving.
C. Removal of a member of the BOD
  1. 1. A Director, or any other member of the governing body, may be removed for sufficient cause; such action shall require a two-thirds (2/3) majority of the BOD.
  2. If a member of the BOD is absent from two (2) consecutive meetings of the BOD, his/her name shall be brought to the attention of the Executive Committee (EC) by the Executive Vice President; the Executive Committee shall examine the reason for the absences, and if necessary, make a recommendation to the full BOD that the member be removed for cause.

Article VII

Officers

A. The term of office shall be one (1) year for all officers.
B. President
l. General - Chief Administrative Officer

  • a. He/she is the Chairman of the Board of Directors
  • b. Presides at all Board of Directors, Executive Committee and annual business meetings.
2. Reports

  • a. To the annual business meeting of the Association on the state of the organization.
  • b. To meetings of the Board of Directors on the activities of the organization.
3. Appointments

  • a. Committee Chairpersons, except for the Nominating Committee.
  • b. A Parliamentarian and/or Sergeant-at-Arms for each meeting of the BOD.
4. The President shall be one of the Officers authorized to sign checks for the Association.

C. Immediate Past-President
  1. 1. The Immediate Past-President shall make his/her advice and counsel available to the President and the President Elect, and shall carry out any specific tasks felt by them to be of material benefit to the FPA.
  2. The Immediate Past-President shall chair the Nominating Committee.
  3. In case the office of President is vacated by the death, resignation, or inability to serve, the Immediate Past-President will assume the office. 
  • a. He/she shall serve with all of the authority of the President until the un-expired term ends.
  • b. If he/she is unable to serve, the President Elect shall assume the office, shall finish the un-expired term, and carry over into his/her own elected term.
D. President Elect
  1. 1. The President Elect shall assume the office of President at the close of the annual business meeting the year following his/her election as President Elect.
  2. In the case of the death, resignation, or inability to serve of the President Elect, the Nominating Committee shall immediately submit names of Presidential candidates to the BOD. The Secretary will then notify the membership, and provide a written ballot prior to the next annual business meeting, time permitting; should time be insufficient, the election shall occur at the upcoming annual business meeting.
E. Secretary
  1. The Secretary shall be the official custodian of the records and seal of the Association, attend to all Association correspondence, and shall keep the minutes and records current.
  2. He/she shall file all notices to members of the Association
  3. He/she may be one of the Officers designated to sign checks and drafts of the Association.
F. Treasurer
l. The Treasurer shall be charged with the care and custody of all the Association's monies, and shall be responsible for such monies and securities.

2. Reports

  • a. The Treasurer shall render to the BOD written financial reports at regularly scheduled meetings of the BOD, and at other times as determined by the BOD; these reports will be appended to the minutes of the meeting.
  • b. He/she shall report to the membership at the Annual Business Meeting a general report of the Association's financial status if requested by either the BOD or any member, and be prepared to respond to questions from the membership.
3. Disbursement of funds

a. All checks written for the Association exceeding a predetermined amount shall be signed by the Treasurer, plus one other Officer designated by the BOD; the threshold amount will be determined by the BOD and revised as needed.

F. Vice-Presidents
l. Number - Five (5), one appointed or elected from each Regional Chapter

G. Executive Vice-President - Serves as the Executive Director/Chief Operations Officer
1. General
  • a. He/she shall serve at the pleasure of the BOD and under its direction by contract.
  • b. Remuneration - A salary and performance review by the BOD will occur annually.
2. Duties
  • a. He/she shall maintain offices for the Association; included among his/her tasks are to process membership applications and renewals, handle routine correspondence, maintain a current membership roster, publish the Bulletin and magazine, and act as a clearinghouse for the activities of the Association.
  • b. He/she shall pay bills and process receivables.
  • c. He/she may be one of the Officers designated to sign checks and drafts of the Association.
  • d. He/she shall exercise control of all operational functions of the Association.
  • e. He/she shall attend all meetings of the Board of Directors, Executive Committee, and general membership.
  • f. He/she will work closely with the EC, especially the President and Treasurer.

Article VIII

Salaries and Expenses

As a general rule, the governance of the Association is a voluntary duty undertaken for the betterment of the organization and the furtherance of its goals, without the expectation of financial gain.

A.   The BOD shall hire and fix the compensation of the Executive Vice-President, who shall in turn hire and fix the compensation of all other employees which he/she deem to be necessary to properly conduct the business of the Association, subject to Executive Committee approval.

B. No elected Officer or Director shall, by virtue of his/her office, be entitled to any salary.


C. Stipends

  1. The President shall be allowed a stipend during his/her tenure in office for property documented personal and travel expenses related to the activities of that office. The amount of said stipend shall be $6000.00; however, the BOD shall have the option to adjust this amount from time to time as deemed necessary.
  2. Committee Chairpersons shall be authorized to receive reimbursement for documented expenses when requested but only in an amount approved by the EC.
  3. The offices of Secretary and Treasurer shall be authorized to receive reimbursement for documented expenses when requested, but only in the amount approved by the EC.
D.    The BOD shall audit and approve editorial expenses on a regular and ongoing basis.


Article IX

Committees

A.   General -- All committee chairpersons of the Association, except for the Nominating and Executive Committees shall be appointed by the President, and their terms of office shall run concurrently with his/hers. 
B. Standing committees shall be as follows:  Executive, Nominating, Continuing Medical Education, Finance, Membership, Constitution and Bylaws, Awards, Publications, Samaritan and Human Factors/Safety. 

1.  Executive Committee
  • a. Consists of five (5) voting members: President, Immediate Past-President, President Elect, Secretary and Treasurer;the President is the Chairperson.
  • b. It shall advise the BOD on matters of Association policy and activity.
  • c. It shall act as necessary between meetings of the BOD on major and time-sensitive matters  when time and logistics make BOD action unfeasible. 
  • Meetings
    • i. Quorum is three (3) with a majority of the quorum needed for action.
    • ii. The EC shall meet on a scheduled basis within 12-48 hours prior to any scheduled meeting of the BOD and at the same location as the BOD. 
    • III. The EC may also meet at the call of the President; these meetings need not occur at one geographical location, but may be accomplished electronically (e-mail, phone, FAX) or by mail.
2. Nominating Committee (see Art. IV).
C. Ad hoc committees are appointed/activated by the President/Executive Committee as deemed necessary.

l. The President shall be allowed a stipend during his/her tenure in office for properly documented personal and travel expenses related to the activities of that office. The amount of said stipend shall be $6000.00; however, the BOD shall
have the option to adjust this amount from time to time as deemed necessary.

2. Committee Chairpersons shall be authorized to receive reimbursement for documented expenses when requested, but only in an amount approved by the EC.

3. The offices ofSecretary and Treasurer shall be authorized to receive reimbursement for documented expenses when requested, but only in amount approved by the EC.

D. The BOD shall audit and approve editorial expenses on a regular and ongoing basis.



Article X

Dues
The Board of directors shall periodically review and set dues for all categories of membership for the upcoming year.

Article XI

Amendments

A. This Constitution and Bylaws may be altered, amended, or repealed as follows:
  1. Suggested changes to the Bylaws shall be referred by the BOD to the Constitution and Bylaws Committee, which after study, will recommend a course of action to the BOD.
  2. After the BOD has reviewed and accepted the proposed changes, it shall publish them in the "Bulletin" as recommended changes for ratification; notification shall occur no less than sixty (60) days prior to the start of the next ABM.
  3. The membership shall vote on the recommended changes at the next Annual Business Meeting; a majority vote of the quorum is required for adoption.
B. Emergency changes - The Executive Committee or the Board of Directors may make emergency changes when issues arise which cannot reasonably be put over to the next ABM; in such unusual cases the EC/BOD will communicate the changes in writing to the membership with a ballot. Approval shall require a majority of the ballots returned.

Article XII

Regional Chapters
Regional Chapters are geographical subgroups of the Association that operate under the umbrella of the Flying Physicians Association, Inc., and as such are not independent legal entities, even though they sponsor local/regional activities under structures similar to those of the national organization.  Their IRS tax status and CME certification are indistinguishable from the national FPA corporate structure.
A. Chapters
  1. Dixie Chapter (DX)
  2. Great Lakes Chapter (GL)
  3. Northeast Chapter (NE)
  4. Southwest Chapter (SW)
  5. Western Chapter (WE)
B. Any member from a non-U.S. locale may elect to join the Chapter most convenient to him/her.
C. Function
  1. The purpose of the Chapters is to facilitate the planning and organization of regional meetings, and to serye as a stimulus for FPA members in the region to attend national meetings.
  2. National headquarters will assist each Chapter with mailings and other logistical support for regional meetings as well as including notices provided by the Chapters in FPA national publications.
  3. Each Chapter shall elect a Chapter President.
    • a.   He/she shall submit to the national Nominating Committee, no later than December 3l't yearly, the name of individual selected by the chapter to serve as one of the five Vice-President positions; if no name is submitted, the Nominating Committee shall choose that position.
    • b.   The Chapter may elect other officers as needed for governance.
  4. Regional Chapters shall not adopt rules, regulations, or procedures that contravene any of the provisions of this Constitution or these Bylaws.
  5. Regional Chapters may not separate themselves from the FPA and use the Association name; should any Chapter dissolve or discontinue its regional activities, all individual association members in good standing shall continue to receive the services, benefits, and privileges of the Association, and be assured of representation.
  6. The Association will collect national dues; chapter dues, if any, shall be determined and collected regionally as determined by the Chapter membership. Payment: Non-payment of Chapter dues, if any, shall not effect the status of a National member in good standing.
  7. The FPA national organization shall not be financially responsible for the debts and obligations of the Chapters, nor shall the Chapters be responsible for the obligations of the national organization.

Article XIII

Dissolution
Upon the dissolution of the Corporation or the winding up of its affairs, all of the assets and property of the Corporation shall be distributed to such organizations, as the Board of Directors deems appropriate. However, such organizations must at that time be qualified as non-profit organizations, exempt from tax under then current federal tax regulations.


Article XIV

Parliamentary Procedure
When not in conflict with this Constitution and these Bylaws, the current edition of Robert's Rules of Order, as revised, shall be followed.

Article XV

Indemnification

The Flying Physicians Association, Inc., shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Association) by reason of the fact that he/she is or was a Director or Officer, or Agent of the Association. The indemnification applies only to causes of action arising from events occurring during the time the Director, or Officer was in office, or the Agent was acting within the scope of agency for the Association. The indemnification shall be against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/ her in connection with such action, suit, or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in the best interest of the Association, and with respect to any criminal action, suit, or proceeding had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or pleas of nolo contendere or its equivalent shall not in and of itself create a presumption that the person did not act in good faith and in a manner reasonably believed to be in the best interest of the Association. 
By action of the Board of Directors, the Association may purchase or maintain insurance in amounts deemed appropriate on behalf of any or all Officers, Directors, or Agents.

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