WRCOC Aerospace Industry Committee By-Laws

Article I: Name

This organization shall be named the Aerospace Industry Committee of the Warner Robins Area Chamber of Commerce. It may be referred to from time to time as AIC.

Article II: Purpose

The Aerospace Industry Committee is organized for the purpose of preserving, advancing and enhancing the community of aerospace and defense industries in the Warner Robins area and for the advancement of their collective interests. The Committee shall also engage in those programs and projects which are designed to stimulate capital investment and jobs creation within and throughout the middle-Georgia aerospace and defense sectors. The Committee views as essential its ability to serve as a point of appropriate and effective interface with senior military and civilian management personnel of Robins Air Force Base, the United States Air Force, and local, state and national elected leadership.

Article III: Membership

Section 1. Chamber of Commerce Membership: Each member of AIC shall first and at all times be an active and assigned member of the Warner Robins Area Chamber of Commerce, as provided in Article III of the Chamber’s By Laws.

Section 2. Additional Membership Criteria: In addition to the requirements of Section 1 (above), each member of AIC shall at all times meet at least one of the following criteria:

(A) be a local management-level employee of an aerospace company, and/or a VP or Director of Contracts, as hereinafter defined; or

(B) be a local management-level employee of or representative of a consulting or marketing firm, actively representing the interests of one or more aerospace companies, as hereinafter defined.

Section 3. Aerospace Company Defined: For purposes of these By Laws, an aerospace company shall be defined as an organization or a representative or consultant of an organization which is primarily engaged in research and development, engineering, manufacturing, sale, maintenance and/or repair of:
             (A) military aircraft, spacecraft, or their components and/or subsystems;
             (B) military weapons systems or subsystems;
             (C) military navigation, guidance, or command and control systems or subsystems;

Section 4. Multiple Memberships: In cases where a member firm or organization has one or more persons otherwise qualified for membership in AIC, it shall be the responsibility of the firm or organization to designate the person or persons it wishes to hold membership.

Section 5. Voting: Each AIC member shall be entitled to one vote in any proceeding in which voting is required.

Section 6. Quorum: Twenty-five per cent of the members shall constitute a quorum. When there is less than a quorum, those present may adjourn the meeting until a quorum shall be present.

Section 7. Majority Vote: A quorum having been established, a simple majority of those present and voting shall be required for action, except as provided in Article VII.

Section 8. Ex-officio Officers : The Chamber’s Chairman, Vice-Chairman for Economic Affairs and President shall be ex-officio, non-voting members of AIC.

Section 9. Fiscal Year: The fiscal year of the committee shall coincide with the fiscal year of the Chamber of Commerce, beginning January 1 of each year.

Section 10. Meetings: Meetings of the Committee shall be held monthly at the time, date and place as designated by the Chairman of AIC. Circumstances may require from time to time the postponement and/or cancellation of monthly meetings, in which case the provisions of this section will be waived.

Section 11. Special Meetings: Special meetings of the Committee may be called by the Chairman, 1st Vice-Chairman or 2nd Vice-Chairman, or whenever twenty-five per cent of more of the Committee’s membership shall petition in writing the Chairman or either of the Vice-Chairmen.

Section 12. Notice of Meetings: Notice of all meetings shall be mailed to all members of the Committee not less than five days prior to the meeting, stating the date, time place and purpose of the meeting. Attendance at such meeting shall constitute waiver of notice.

Section 13. Special Events and Meetings: From time to time AIC may deem it useful to sponsor or co-sponsor special events or meetings (luncheons, dinners, receptions, seminars, recreational outings and the like) which serve to support and promote the overall aims and objectives of the organization. AIC may establish appropriate policies and procedures regarding the types of meetings which are to be held, eligibility of those who may attend, and amounts and method of payment therefor. The membership and prospective guests will be bound thereby.

Article IV: Officers

Section 1. Number and Title: The officers of AIC shall consist of three persons: the Chairman, 1st Vice Chairman and 2nd Vice Chairman. The Chamber’s Chairman, Vice Chairman for Economic Affairs and President shall serve as Ex-officio and non-voting officers.

Section 2. Term of Office: The term of the office for the Chairman, 1st Vice Chairman and the 2nd Vice Chairman shall be for one year, beginning on January 1.

Section 3. Duties: The duties of the AIC Officers shall be:

(A) Chairman: As the chief elected officer of the Committee, the Chairman shall preside at all meetings and have general supervision of the business and affairs of the Committee. He shall appoint all committees and assign all responsibilities. He shall represent the Committee at various functions and events and in all ways carry out the duties of the office. The AIC Chairman will also serve as an ex-officio member of the Board of Directors of the Chamber of Commerce.

(B) 1st Vice Chairman: In the absence, inability to act or failure to act of the Chairman, the 1st Vice-Chairman shall have the powers of the Chairman and shall exercise the authority thereof. He/she shall serve as the coordinator of all subcommittee chairs.

(C) 2nd Vice Chairman: In the absence, inability to act or failure to act of the Chairman and 1st Vice-Chairman, the 2nd Vice-Chairman shall have the powers of the Chairman and shall exercise the authority thereof. He shall also serve as Chairman of the Program Committee.

(D) Ex-Officio Officers: The ex-officio officers shall serve in an advisory, non-voting capacity. They shall be the principal means through which the Chamber communicates its aims and objectives and programs of particular interest to the AIC. They shall also work to ensure that the aims, objectives, policies, procedures, projects and activities of AIC are in harmony with and consistent with the purpose, goals and objectives of the Chamber of Commerce.

Section 4. Officer Progression: At the beginning of each year, the previous year’s 1st Vice Chairman automatically succeeds to the office of Chairman and the 2nd Vice Chairman automatically succeeds to 1st Vice Chairman.

Section 5. Vacancy: During the year, should the office of Chairman become vacant, the 1st Vice Chairman shall immediately succeed to the office of Chairman, and shall complete the term of the vacated office and shall also be Chairman for the term to which he would have otherwise succeeded had the vacancy not occurred. According to the terms of this paragraph, the office of 1st Vice Chairman then becomes vacant.
Should the office of 1st Vice Chairman become vacant, the 2nd Vice Chairman shall succeed to the office of 1st Vice Chairman and shall complete the term of the vacated office and shall also be 1st Vice Chairman for the term to which he would have otherwise succeeded had the vacancy not occurred. According to the terms of this paragraph, the office of 2nd Vice Chairman then becomes vacant.
Should the office of 2nd Vice Chairman become vacant, the Executive Committee shall appoint a 2nd Vice Chairman who shall complete the term. A person appointed 2nd Vice Chairman under the terms of this paragraph may also be nominated to the office of 2nd Vice Chairman for the term immediately following, Article IV, Section 6 notwithstanding.

Section 6. Election: The 2nd Vice Chairman shall be elected annually by mail ballot sent to each member of AIC. The Chairman shall appoint a Nominating Committee of at least three persons and designate its Chairman no later than September 1 each year.
             All members of AIC except seated officers are eligible for nomination and election to the office of 2nd Vice-Chairman, except as provided in Article IV, Section 5,
             The nominating Committee shall report no less than two nominees for the office of 2nd Vice-Chairman at the regular October meeting of AIC. Nominations may also be made from the floor. Nominations having been made, the Chamber will mail ballots to all AIC members within ten business days. The official ballot shall also provide for write-in votes.
             Ballots shall be returned to the Chamber of Commerce office no later than October 30. The Nominating Committee shall count the ballots. If only two candidates receive votes, the winner is decided by a simple majority of those voting. If three or more candidates receive votes, the candidate receiving a plurality of votes shall be the winner. The election results shall be transmitted to the AIC Chairman who shall announce same at the regular November meeting of AIC.

Article V: Executive Committee

The Chairman, 1st Vice Chairman, 2nd Vice Chairman and Ex-Officio Officers shall constitute the Executive Committee which shall have general responsibility for the finances and activities of the AIC, subject to established policy and procedure of AIC and the Chamber. Subject to ratification by the members of AIC, the Executive Committee is empowered to take action on matters which may come before it during the interim between regular meetings of AIC. On matters requiring a vote, the ex-officio members of the Executive Committee Shall have no vote, but shall be entitled to participate in discussions which precede the vote.

Article VI: Committees

Section 1. Standing Committees: The standing committees of AIC shall be:

(A) Membership Committee: to identify prospective, qualified members and encourage their membership in AIC.

(B) Program Committee: will work directly with the 2^nd Vice-Chairman and be responsible for obtaining programs of timely, useful and specific interest for presentation to AIC, for making arrangements for same, and for assisting the presenter in the presentation of the program.

(C) Nominating Committee: to provide for the selection of qualified nominees according to Article IV, Section 6 of these By-laws.

Section 2. Other Committees: In order to achieve the aims and objectives of AIC, the Chairman is empowered to appoint other committees as may from time to time be necessary and to designate their chairman. Such committees and all appointments thereto shall be automatically terminated on December 31 of each year but may, at the discretion of the new Chairman, be re-established.

Article VI: AIC Operating Funds

Section 1. Chamber of Commerce Dues: Membership dues to the Chamber of Commerce are allocated to the Chamber’s general funds operating accounts and are not allocated for the conduct of the affairs of the AIC.

Section 2. Special Assessments: At the beginning of each year, and at such other times as may be appropriate, members of AIC may be assessed an amount equal to their individual share of the organization’s operating expenses (flowers for illness and death, awards, plaques for speakers, luncheon expenses for guests and the like). Such assessments shall be specifically identified and accounted for in the books of the Chamber and their disbursal shall be at the instruction of the Executive Committee in accordance with generally accepted practice and tradition.

Section 2. Funding For Special Activities: Certain activities of AIC may, from time to time, require special funding which may be derived from sponsors and/or participants. Such special funding activities might include, but not necessarily be limited to luncheons, dinners, receptions, seminars, symposiums, other social events, and the like.
Specially funded AIC activities will be handled in a manner consistent with established AIC Policy and Procedure, defining the activity, eligible participants, organizations and/or individuals responsible for funding for same, and billing procedures.

Section 3. Insufficient or Excess Funding: To the fullest extent possible, all activities of AIC which require funding should be designed so as to provide for income equal to expenses. Members shall be assessed their pro rata share of the anticipated project expense in advance of the event, if possible, or as an alternative, as soon as possible after the event takes place. Revenue shortfalls due to faulty budget estimates, if any, may require additional assessments. At year’s end, income over expenses in the amount of $200 or more shall be rebated on a pro-rata basis to eligible participants. A year-end surplus of less than $200 shall be credited to the Chamber’s general operating account.

Article VII: Amendments

Section 1. Amendment: These By-laws may be amended or repealed or new by-laws may be adopted by a two-thirds vote of the members voting, provided however:

            (A) that voting may be either voice vote or secret ballot at a regular or special meeting or by mail;
            (B) that no less than five days written notice shall given to each AIC member of the proposed amendment, proposal to repeal and/or proposed new by-law, said notice also stating the time, date, place and manner of such voting; and
            (C) that such amendment, proposal to repeal and/or new by-law shall also be approved by the Board of Directors of the Chamber of Commerce.

Article VIII: Limitation of Powers

Section 1. Limitations: The Aerospace Industry Committee operates as a committee of the Warner Robins Area Chamber of Commerce. No action or statement of any officer or member of AIC shall be binding upon the Committee or upon the Chamber, nor shall it constitute an expression of policy of the Committee or of the Chamber unless and until it shall have been approved and ratified by the AIC membership at any regular meeting thereof or at any called meeting therefore. Further, all actions or statements which may be approved and ratified by AIC shall be subject to the final authority of the Chamber’s Board of Directors which shall have the power to approve and ratify, to modify or to disapprove, declaring null and void any action or policy of AIC.

Section 2. Resolution of Conflict: Any conflict which might arise between the AIC and Chamber regarding by-laws, policy and procedure, or any other operation of AIC shall be resolved according to the by-laws, policy and procedure of the Chamber then existing or thereafter established.

Article IX: Administrative Support

Appropriate administrative support for the activities of AIC will be provided by the Chamber of Commerce staff as directed by the President, subject to the needs of AIC and also subject to the other administrative responsibilities of the Chamber.

Article X: Miscellaneous

Section 1. Gender and Number: Wherever any words are used herein in the masculine gender, they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form, they shall be construed as though they were in the plural form in all cases where they would so apply.

Section 2. Repeal of By-laws: Whereas these by-laws constitute a major revision to those previously adopted, all previous by-laws and portions thereof in conflict with this document are hereby repealed and these amended by-laws are adopted in full.