FREEDOM’S WINGS INTERNATIONAL BYLAWS

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Article I - ORGANIZATION

This corporation shall be known as Freedom’s Wings International, Inc. PO Box 7076, East Brunswick, NJ 08816.

Article II - PURPOSES

It shall be the purpose of Freedom’s Wings International, Inc. to bring the world of soaring to disabled persons by:

• Exposing persons with disabilities to the soaring experience
• Teaching qualified persons with disabilities to soar
• Providing training for instructors, ground crew, and flying students
• Providing a non-profit educational and fraternal organization
• Serving as a resource and model for other organizations with similar intent

Article III - MEMBERSHIP

Membership is open to all parties who support the purposes of this corporation. Approval of applicants will not be based on race, creed, color, religion, sex, sexual persuasion, age, handicap or national origin.

Annual dues shall be established by the Board of Trustees. Dues are payable on March 1 of each year. Persons not paying by April 1 shall be removed from the membership roles. An annual membership list will be distributed to all members by May 1. Upon receipt of full payment of dues and a completed application, the Membership Committee will process the application. Members are those whose applications have been received by the Membership Committee and who have paid full dues, and are also members of the Soaring Society of America. Members are eligible to participate in all activities provided by the Corporation and vote on affairs of the Corporation. Voting rights begin 90 days after their application is received. Individuals who have paid dues, who are not members of the Soaring Society of America shall be designated Associates.

The Board of Trustees reserves the right to waive the annual dues payment for any applicant for a good cause. FWI Associates shall not have voting or other membership privileges.

FWI members shall abide by the "FWI Code of Ethics" modeled after the particular needs of the organization.

Annual Meeting. On a Saturday in the first quater of the year, at a place and time selected by the Membership Committee Chair for the convenience of the membership, the membership shall meet for the purposes of:

• Electing trustees to fill the vacancies on the board
• Adopting an annual set of program plans and priorities
• Adopting an annual budget
• Adopting an annual fund raising plan

A quorum of 15 members is required to conduct business. Members unable to attend meetings may vote by mail (or email) ballot as permitted in certain sections of these by-laws. Mail ballots will be mailed with notice of agenda. Only those ballots received prior to the meeting at which the vote is taken will be valid.

Article IV - BOARD OF TRUSTEES

The organization shall be governed by Board of Trustees. The Board of Trustees of the corporation shall have the same legal powers and responsibilities granted under its state charter as the Board of Trustees of any nonprofit corporation. In addition to such powers, the Board of Trustees shall also possess the following powers:

• To determine all written fiscal and program policies in accordance with all applicable federal and state laws as well as contract requirements and directives from funding sources
• To make final approval of all program proposals and budgets
• To ensure compliance with all conditions of a grant
• To oversee the extent and quality of the FWI programs
• To determine rules and procedures for the board
• To establish annual dues requirements for the membership
• To accept applications for membership
• To enforce a code of ethics

There shall be 12 Trustees. Trustees must be FWI members as defined in Article III. The officers of the corporation shall be selected from the Trustees. The term of a Trustee shall be 3 years.

Any Trustee absent for four consecutive meetings without good cause shall forfeit his/her seat and that seat shall be declared vacant at the meeting of the fourth absence. In the event a Trustee vacates, resigns or is removed from his/her office before the completion of his/her term, the president shall appoint an interim replacement. The Interim Trustee will serve until the next annual membership meeting at which time his/her seat will be voted on by the membership for the balance of the term. Four trustees are elected by the general membership at the annual meeting. Positions held by interim Trustees also come up for vote by the membership. Nominations for Trustees may be made by any member and are submitted in writing to the Recording Secretary at least two weeks prior to the January meeting. These nominations are submitted on the agenda to the membership.

The officers of the corporation and their duties shall be as follows:

President.

The president shall preside at all meetings of the board of trustees and the general membership, shall be an ex-officio member of all committees and shall perform all such duties of the office of president. The president shall sign with the treasurer any needs, bonds, contracts, or other instruments which the board has authorized to be executed, except in cases where the signing and execution thereof may be expressly delegated by the board of trustees to some other officer or agent of the corporation, or shall be required by law to otherwise signed or executed. The president shall be required by law to be otherwise signed or executed. The president shall appoint interim trustees to fill vacancies on the board and president shall be responsible for approval of reimbursement of membership expenses.

Vice-president.

In the absence of the president, he/she shall exercise all the duties and functions of the president and shall be vested with all his/her powers. The vice-president shall serve as the parliamentarian of the board.

Recording secretary.

The secretary shall be the official custodian of the minutes of the board; shall take or cause to be taken and prepare the minutes of all meetings of the board and shall perform such other duties as are inherent in the office. The minutes shall be confined to agenda items. The unapproved minutes of the prior meeting shall be mailed to all board members not later than two weeks prior to the meeting at which their approval will be moved. Unapproved minutes are available to any member upon request. The secretary shall record attendance at board meetings and report vacancies to the president. The secretary shall insure that all notices are duly given in accordance with the provisions of these by-laws or as required by law.

Treasurer.

The treasurer shall exercise such care and responsibility for all funds of the organization. He/She shall be the custodian of the physical inventory records and shall serve as liaison will all the insurance companies. He/She shall be bonded for at least 100% of the liquid assets of the corporation. He/She shall chair the finance committee. The treasurer shall make quarterly financial reports to the board upon the operation and position of the corporation. The treasurer shall present an annual statement of the results of financial operations and the financial position of the corporation at the annual membership meeting for the year previously ended. He/She shall oversee the finance committee in developing an annual fee schedule. He/She shall see that the books of the corporation are audited annually and as otherwise required, by a certified public accountant. He/She shall be responsible for filing the charitable organization registration and the IRS 990, as applicable.

Corresponding secretary.

The corresponding secretary shall answer such requests for information as are sought by other organizations seeking resource material and prototype documents. This secretary will chair the communication committee and be responsible for publishing a newsletter and preparing outreach material.

The Treasurer and Corresponding Secretary shall be elected by the general membership to three-year terms. The President, Vice-President, and Recording Secretary shall be elected by the Board of Trustees annually in January. These Trustees will conduct the business required by their offices in addition to those duties of their committees should they be committee chairs.

No Trustee may hold more than one executive office at a time.

Article V - BOARD OF TRUSTEE MEETINGS

Schedule and Notice of Meetings. The Board of Trustees shall meet in January, April, July and October of each year at a time and place selected by the Board for the convenience of its members. In addition the Board of Trustees may meet on such special occasions as it deems necessary. The January meeting carries the designation of "Annual Board Meeting".

Special Meetings. Special meetings may be called on ten days notice in writing by the President, or in his/her absence or inability to sit, the Vice-President, or upon the request of not fewer than five members upon ten days written notice. Notice of special meetings shall be delivered by certified mail.

Notice of Agenda. The Board shall provide in writing to all Trustees notice of the agenda at least five days in advance of the meeting.

Quorum. A quorum for a meeting of the Board shall be at least fifty percent of the non-vacant seats on the Board, except in specific situations otherwise stated in these by-laws.

Proxy Voting. Voting by proxy is not permitted at meetings of the Board or any of its committees.

Voting. An affirmative vote by the majority of the Board members present shall be necessary for all business requiring a vote.

Article VI - COMMITTEES

The Board of Trustees has the power to establish any committee deemed necessary to make recommendations, plans, reports, investigations, or any business as may be assigned by the Board. The Board shall not delegate its final authority to approve budgets or goals to any committee. The Chair of each committee shall be a member of the Board of Trustees. Committee members may be other Trustees or individual members. A quorum is not necessary for any committee to conduct business. All actions taken by committees are subject to ratification by the Board of Trustees. Five days notice of meetings will be given to all committee members. Such notice will include the time and place of the meeting. Meetings may be called by the committee chair or the president. Minutes of committee meetings will be taken by the chair and submitted to the Recording Secretary.

Standing Committees

Finance

This committee shall oversee the development of an annual corporate budget. Recommendations for reserves to protect the solvency of the organization shall be the prerogative of this committee. It shall oversee bookkeeping and accounting policies, conduct an annual review of insurance, property and inventory, review audit reports, and monitor progress toward implementation of any recommendations made by the auditor. The committee will monitor all committees expenditures as related to the approved budget line-items and ensure the fiscal policies enacted by the Board are followed. The treasurer shall be the chair of this committee.

Fundraising

This committee shall prepare annual fundraising plan for adoption by the Board. The committee shall follow this plan’s outline for organizing special events, applying for funds from foundation, organizations, and other grant sources. This committee shall coordinate the annual membership drive and annual dues renewal with the membership committee.

Membership

This committee shall process applications for membership. The committee will coordinate dues renewal applications with the Fundraising committee. Recommendations for sanctioning member’s flying privileges or removing members from the organization for violations of the stated policies and practices shall be brought to the full Board of Trustees.

Flight Operations

This committee shall provide for the standardization of all flight operations. It will provide the maintenance of all aircraft and equipment, and will ensure appropriate record keeping of these functions. The committee will ensure all aircraft comply with applicable FAA regulations. The committee will schedule all aircraft and ground training operations, and recruit and train all able-bodies involved in flight operations. A member of the committee will serve as the liaison with the airport.

Accident Review

This committee shall take all steps necessary to ascertain the facts, conditions, and circumstances of any accident or incident involving either a member or equipment of FWI. The committee will arrive at conclusions regarding the probable cause of the accident and make known to the Board and to all parties involved in the accident, its findings in the form of a written report. This committee shall consist of three members of the FWI Board or general membership who were not involved in the accident or incident under investigation. Should the designated chair of the committee be unable to carry out the investigation in an impartial manner, the President of the Board shall appoint another Trustee to complete the investigation.

Student Training

This committee shall provide a standardized curriculum and record keeping system for all students enrolled in the flight training programs. The curriculum and records shall include, but not be limited to, student applications, minimum requirements, orientation flight skill assessment, written training syllabus, ground school and flight program. The committee will provide for student progress assessment at specific intervals in the training program.

Pilot Proficiency and Coordination

This committee shall provide for standardized record-keeping of pilot certifications required for instructors and safety pilots. The committee shall make pilots familiar with procedures established by the Flight Operations Committee. The Chair of this committee shall ensure that all pilot certifications meet applicable FAA regulations, and that all pilots are current members of the Soaring Society of America. The committee shall also work with the Flight Operations Committee to schedule pilots and resolve scheduling disputes.

Program

This committee shall coordinate education programs for the membership and the public as appropriate. The committee will coordinate social events which are not fundraisers, to provide opportunities for socializing and life skills enhancement.

Communications

This committee shall coordinate oversee the production of the newsletter and marketing literature. The committee shall respond to inquiries for resource material for other organizations seeking to use FWI as a prototype, and will coordinate community outreach programs which do not fall within the purview of the Fundraising, Membership or Program Committees. This committee shall be chaired by the Corresponding Secretary.

Article VII - FISCAL RESPONSIBILITY

Annual Period. The fiscal period of the corporation shall be January 1 through December 31. A fiscal report shall be presented to the Board of Trustees at its annual January meeting.

Review. A review of the financial affairs of the corporation shall be made annually by a

Funds. All funds received by the corporation shall be deposited in the name of FWI in such bank or banks as the Board of Trustees may determine.

Checks. All disbursements shall be made in the form of a check signed by the Treasurer or President. One signature is needed for checks under $1500.00. Both signatures are required for amounts of $1500.00 and over.

Contracts. When the corporation chooses to place the responsibility for some aspect of program, planning, administration, or evaluation with an individual or organization not a member of FWI, it shall formalize the relationship with a contract that states the specific responsibilities contracted and the conditions for performance. The Board may only delegate responsibilities to organizations and individuals who follow the same non-discriminatory practices as FWI.

Bond. Trustees and members responsible for receiving and/or disbursing funds will be given adequate bond, the premium to be paid by FWI.

Reimbursement. All Trustees and members are entitled to reimbursement for expenses incurred in conduct of FWI official business. Guidelines for reimbursement are established annually by the Board. All reimbursements must be approved by the Board President.

Compensation. Compensation to members of the Board for their services on the Board is not permitted.

Property. FWI shall have the right to acquire real and personal property by purchase, lease, gift, device, or otherwise, to the extent that it may be convenient and necessary to hold such property to further the goals described in Article II. FWI shall have the right to dispose by sale or gift of said property, or any part thereof, subject to applicable regulations. FWI shall not lease, mortgage, or subject to lien any property to which it holds title.

Article VIII - TRUSTEE CODE OF ETHICS

Each member of the Board of Trustees will sign this declaration and be sworn into service by repeating this declaration at the meeting at which they are elected. As a member of the board I will:

• Represent the interests of all people served by this organization and not favor any special interests inside or outside the organization
• Not use the organization or my services on this board for my own personal advantage or for the advantage of my friends or supporters
• Keep confidential information confidential
• Approach all board issues with an open mind, prepared to make the best decision for the whole organization
• Do nothing to violate the trust of those who elected me to the board or those we serve
• Focus my efforts on the mission of the organization and not on my personal goals, never exercise authority as a board member except when acting in a meeting with the full board or as delegated by the board

Article IX - ACCIDENTS

The Accident Review Committee presides over accident and incident investigations. The Board of Trustees, upon receipt of the findings of the Accident Review Committee, shall offer to all parties involved in the accident the opportunity for a hearing. After the hearing, or if such hearing is waived by all parties involved in the accident, the Board shall decide financial responsibility. The decision of the board shall be final. The Board of Trustees shall not impose as financial responsibility on any one member, for any one accident, an amount in excess of the deductible portion in the current insurance policy not to exceed $500.00. All financial obligations imposed on any member as result of the decision of the Board shall be satisfied by arrangement within thirty days of written notice; otherwise the member will be dropped.

Article X - PARLIAMENTARY AUTHORITY

The rules set forth in "Parliamentary Procedure At A Glance" by O. Garfield Jones based on Roberts Rules of Order shall govern this organization in all cases where they are not inconsistent with these by-laws and any special rules of order this organization may adopt.

Article XI - AMENDMENTS

Proposed additions or changes to these by-laws must first be submitted to the recording secretary for inclusions in the written notice of meeting to be mailed to all FWI members at least two weeks before the meeting at which the additions or changes are to be voted upon.

These by-laws may be amended by the membership by a vote of two thirds of all the members present or returning a mail (or email) ballot, provided those present constitute a quorum.

Article XII - DISSOLUTION

Voluntary dissolution shall be initiated as follows:

The general membership shall, after 30 days notice, be assembled for the purpose of deciding whether or not dissolution procedures shall be initiated. A written ballot will be provided with the notice of agenda. At such meetings, the membership shall, by a two thirds majority of those voting, determine whether to dissolve the corporation. If the decision to dissolve the corporation is made, the appropriate funding sources, if any, shall be notified within 10 days. Thereafter, the treasurer shall proceed in accordance with the requirements of the statutes of the State, the requirements of the Internal Revenue Service Code with respect to distribution of properties held by a corporation which has been granted tax exempt status, and in accordance with regulations of appropriate funding sources. The assets shall be distributed only to organizations that enjoy exempt status in accordance with the provisions of Section 501 (c) 3 of the Internal Revenue Service Code of 1954 (26, U.S.C.A.) and the amendments thereto.