By-Laws





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ARTICLE I

Name and Location

Section 1 The name of this organization shall be the:
OZARK SILVER SWALLOWS, INC.
(d/b/a)
“Ozark Silver Swallows Alumni Association”
Section 2 The registered office of the corporation is 540 Schaper Road, Foristell, Missouri 63348 – 1511. The name of the registered agent at such address is Roy Partridge, or as may be designated from time to time by the Board of Directors.

ARTICLE II

Purpose

Section 1 The purpose of OZARK SILVER SWALLOWS, INC. is to maintain the close friendships
and associations of the members and to promote their general welfare, as well as
perpetuate the history and commemorate the former employees of Ozark Air Lines.
Section 2 The OZARK SILVER SWALLOWS, INC. is a not-for-profit Missouri corporation.

ARTICLE III

Membership

Section 1 Membership shall be open to any former employee or associate of Ozark Air Lines. There
are four classifications of memberships.
Active Member – A member who has paid their annual dues.
Associate member – A non-voting member who was closely associated (relative or business) with Ozark Air Lines between the years 1950 and 1986. Application of Associate membership requires majority approval by the Board of Directors.
Honorary Lifetime Member – Not more than one Honorary Life Membership may be conferred each year. Non-voting Honorary life membership shall be limited to candidates nominated by the active members. Sponsors who nominate a candidate for Honorary Life Membership shall do so in writing to the Secretary of Ozark Silver Swallows, Inc. at least 30 days prior to each Annual Meeting; the Board of Directors shall act as a membership committee to consider, in order of the dated receipt by the Secretary, candidates for Honorary Life Membership. The name of the nominated candidate recommended by the Board of Directors for acceptance shall be presented for voting at the annual meeting. A two-thirds (2/3) affirmative vote shall be required for confirmation.
Golden member –A non-voting Golden membership shall be given by Ozark Silver Swallows, Inc. to the spouses of those members who have flown their “Last Flight West.”
Section 2 Any person desiring membership into the OZARK SILVER SWALLOWS, INC. shall submit to the Treasurer an application form to be accompanied by the dues for the current fiscal year.

ARTICLE IV

Financial

Section 1 The fiduciary responsibility of the Board of Directors is to use all monies in the corporation for the direct benefit of its members.
Section 2 The annual dues for the members shall be established annually by a 5/7ths. majority vote of the Board of Directors. Golden and Honorary Life members are exempt from paying annual dues.
Section 3 New members joining prior to August shall pay full dues. New members joining August and later shall be credited for the following year. Former members rejoining the OZARK SILVER SWALLOWS, INC. shall not be penalized for past dues.
Section 4 A Special Assessment may be voted by a majority of the active members at any business session of the Annual Meeting. Active members may vote in person, or by mail ballot. Mail in ballots must be postmarked not less than ten (10) days prior to the Annual Meeting. Absentee ballots must be mailed and are not accepted at the Annual Meeting. “The voting body shall consist of only those active members whose financial obligations are paid in good standing as verified by the Treasurer.
Section 5 The Annual Dues are payable on or before January 1 of each year.
Section 6 Special Assessments are payable when billed and become past due after 30 days.
Section 7 The fiduciary responsibility of the Board of Directors is to use all funds in the corporation for the direct benefit of its members. Donations to charitable organizations for purposes other than conforming to bereavement policy or dissolution are not permitted.
Section 8 Unless by reason of extenuating circumstances, dues are not paid by January 30th of each year the delinquent ceases to be a member. Their name shall be removed from the roster, mailing and computer e-mail lists.
Section 9 The OZARK SILVER SWALLOWS, INC. fiscal year starts January 1st. of each year. An Audit Committee assigned by the Board of Directors in February of each year shall audit the financial records. In event of a vacancy in the Treasurer’s office during the fiscal year, the Audit Committee shall conduct an audit before a new treasurer is appointed.

ARTICLE V

Officers and Board of Directors

Section 1 The Officers of this OZARK SILVER SWALLOWS, INC. shall be the President, Vice President, Secretary, and Treasurer. The Board of Directors representing the governing body of the OZARK SILVER SWALLOWS, INC. shall be the President, Vice President, Secretary, Treasurer and three Directors. The active members at the OZARK SILVER SWALLOWS, INC. Annual Meeting will elect the Officers and Board of Directors. Staggered terms of office were established in 2003. Officers serve two year terms and the Directors serve three year terms.
Section 2 The Board of Directors shall have the power to transact the general business of the OZARK SILVER SWALLOWS, INC. and shall arrange and control its current affairs. The Board of Directors shall incur no indebtedness beyond its existing funds.
Section 3 The President will be the Chief Executive Officer of the corporation; will preside at all meetings of the members and the Board of Directors, will have general and active management of the business and affairs of the corporation, and shall see that all orders and resolutions of the Board are carried into effect. The President shall exercise supervision over all the affairs of the not for profit corporation; call all meetings of the Board of Directors; and preside over such meeting. He shall be the presiding officer at all conventions. The President shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.
Section 4 The Vice President, shall, in the absence or disability of the President, perform the duties of the President. The Vice President shall execute such duties as assigned to him/her by the President. He/she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time delegate.
Section 5 The Secretary shall attend all meetings of the Board and all meetings of the membership, and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose. The duties of the Secretary are: (1) To record and make available to the officers, the minutes of the Board of Directors, and Annual Business meetings; (2) To execute such other duties as may be assigned his/her office by the President; (3) The Secretary shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors; (4) The Secretary shall perform such other duties and have such other authority and power as the Board of Directors may from time to time delegate; (5)The Secretary shall handle all correspondence for the OZARK SILVER SWALLOWS, INC.
Section 6 (a) The Treasurer will have custody of the corporate funds and securities and shall keep full and accurate records of receipts and disbursements of the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Board members, at the regular meetings of the Board of Directors or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the corporation.

The duties of the Treasurer are: (1) To review for eligibility and act upon all applications for membership; (2) To keep a current roster of members and their addresses and to disseminate this information to the membership as directed by the Board; (3) To provide the Board with current membership information; (4) The Treasurer shall keep and maintain adequate and correct books of account, in accordance with Generally Accepted Accounting principles, showing the receipts and disbursements of the corporation, and an account of its cash and other assets, if any. Such books of account shall, at reasonable time, be open to inspection by any Member, Director, or Board of Directors Member.
(b) The Treasurer shall deposit all monies of the corporation with such depositories as are designated by the Board of Directors, and shall disburse funds as may be ordered by the Board of Directors, and shall render to the President or the Board of Directors upon request, statements of the financial condition of the corporation.
(c) The Treasurer shall prepare and mail annual dues notices and shall provide the President with delinquent dues information at quarterly intervals.
(d) The Treasurer shall prepare and file any and all Federal and/or State Tax forms when and if due.
(e) The Treasurer shall prepare Monthly and Annual Financial Reports.
(f) The Treasurer shall submit all pertinent financial records of the Corporation to an outside independent CPA if deemed necessary by the Board of Directors.
(g) The Treasurer shall submit a current statement of accounts at each Board of Directors Meeting.
(h) The Treasurer shall prepare in conjunction with the President, the annual proposed budget.
(i) The Treasurer shall, except for normal recurring budget items, obtain the written approval of the Board of Directors for any one expenditure in excess of $750.00 (Seven Hundred Fifty Dollars.)

ARTICLE VI

Nominations and Elections

Section 1 All candidates for office shall be nominated and elected as provided in this article.
Section 2 Elections will be held at the Annual Meeting. Active members may vote in person, or by mail ballot. Mail in ballots must be postmarked not less than ten (10) days prior to the Annual Meeting. Absentee ballots must be mailed and are not accepted at the Annual Meeting. “The voting body shall consist of only those active members whose financial obligations are paid in good standing as verified by the Treasurer. A simple majority of the ballots cast will determine the candidates elected to office.

Section 3 It will be the responsibility of the Secretary to present the ballots at the Annual Meeting.
Section 4 Should an Officer or Director become unable to serve during his term in office, he/she shall be replaced by vote of the Board of Directors, and the replacement shall serve the remaining term of the replaced Officer or Director.

ARTICLE VII

Meetings

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Section 1 The President shall call a minimum of monthly meetings of the Board of Directors, and shall preside over such meetings. An agenda must be distributed 24 hours in advance of the meeting. The President shall be the presiding Officer at all Board of Directors meetings.
Section 2 Board of Directors meetings requires a minimum of four Officers or Directors to be present to establish a quorum. Proxies from absent Directors are not accepted. Attendance by electronic means, such as Skype, with two-way communication available shall constitute attendance.
Section 3 Special Board of Directors meetings may be called by the President or upon petition signed by at least three (3) members of the Board.
Section 4 Each year the OZARK SILVER SWALLOWS, INC. shall hold an Annual Meeting. The date and place shall be designated by the Board of Directors.
Section 5 All members are to be notified at least (30) thirty days in advance of all Annual Meetings.
Section 6 The order of business at annual meetings and so far as practicable at other meetings of members will be as follows unless changed by the Board of Directors:
(A) Call to order.
(B) Proof of due notice of meeting.
(C) Determination of quorum and examination of proxies.
(D) Announcement of availability of voting list.
(E) Announcement of distribution of annual statement.
(F) Reading and disposing of minutes of last meeting of members.
(G) Reports of officers and committees.
(H) Appointment of voting inspectors.
(I) Unfinished business.
(J) New business.
(K) Nomination of officers.
(L) Opening of polls for voting.
(M) Report of voting inspectors.
N) Other business.
(O)Adjournment.
Section 7 A quorum shall consist of (10) ten, active members represented in person or by proxy at the annual meeting. If a quorum is not represented in person or by proxy at a meeting of the members, the members entitled to vote, represented in person or by proxy, may adjourn the meeting without notice other than announcement at the meeting, until a quorum is represented in person or by proxy. The meeting at which a quorum is represented in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 8 Each active member, will be entitled to one (1) vote on each matter submitted to a vote at a meeting, except to the extent that the voting rights of active members are limited or denied by the Articles of Incorporation and except as otherwise provided in the Missouri Business Corporation Act. An active member may vote either in person or by proxy executed in writing, by the member or by such member’s duly authorized attorney-in-fact. No proxy will be valid after three (3) months from the date of its execution unless otherwise provided in the proxy. A proxy will be revocable unless expressly provide therein to be irrevocable and unless otherwise made irrevocable by law, and in no event shall it remain irrevocable for more than three (3) months.
Section 9 The rules of procedure contained in Robert’s Rules of Order Revised shall be used in the conduct of business of the OZARK SILVER SWALLOWS, INC. in all cases which are not inconsistent with the Constitution, by-laws, or other special rules of this OZARK SILVER SWALLOWS, INC.

ARTICLE VIII

Awards

Section 1 Any award created and voted upon by the Board of Directors shall be presented at the Annual Business Meeting.

ARTICLE IX

Indemnification

Section 1 Each Director or Officer, or former Director or Officer of this corporation, and his legal representatives, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him/her or his/her estate in connection with, or arising out of any action, suit, proceeding or claim in which he/her is made a party by reason of his being, or having been, such Director or Officer; provided that the corporation shall not indemnify such Director or Officer with respect to any matters as to which he/she shall be finally adjudged in any such action, suit or proceeding to have been liable for willful misconduct in the performance of his/her duties as such Director or Officer.
Section 2 The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such Director or Officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the corporation shall have first approved such proposed compromise settlement and determined that the Director or Officer involved was not guilty of willful misconduct; but in taking such action any Director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter it shall be determined by a committee of three persons appointed by the active members at a duly called special meeting or at a regular meeting.
Section 3 In determining whether or not a Director or Officer was guilty of willful misconduct in relation to any such matters, the Board of Directors or committee appointed by the Board members, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by such Board or committee.
Section 4 The right to indemnification herein provided shall not be exclusive of any other rights to which such Director or Officer may be lawfully entitled.

ARTICLE X

Amendments

Section 1 Amendments to these By-laws may be proposed by the Board of Directors or by written petition of 10% of the active membership. Any active member must submit proposals for such amendment in writing to the Board of Directors in good standing 60 days prior to the Annual Meeting. Any proposed amendments must be submitted to active members 30 days prior to the annual meeting.
Section 2 These By-laws may be amended only at an Annual Meeting by a simple majority vote of the active members. Active members must vote in person. Absentee ballots for amendments to the By-laws are not accepted at the Annual Meeting. The voting body shall consist of only those active members whose financial obligations are paid in good standing as verified by the Treasurer.

ARTICLE XI

Expulsion

Section 1 Any member, of any classification, may be expelled for doing any act contrary to the best interest of the OZARK SILVER SWALLOWS, INC. or its embers. Such termination of such membership shall be by the unanimous vote of the Board of Directors.

ARTICLE XII

Dissolution

Section 1 The OZARK SILVER SWALLOWS, INC. may be dissolved at anytime, by a simple majority vote of the active members at the Annual Meeting. The voting body shall consist of only those active members whose financial obligations are paid in good standing as verified by the Treasurer. Dissolution may also be accomplished by a unanimous vote of the attending Directors and Officers at a regular or special Board oof Directors meeting.
Section 2 The Board of Directors, after paying or making provisions for the payment of all other liabilities of the Ozark Silver Swallows, Inc. transfer the remaining assets of the Ozark Silver Swallows, Inc.to the Ozark Wings, Inc., a 501 c (7) of the Internal Revenue Code.

These By-Laws amended on December 8, 2016
supersede all previous By-Laws

Click here for a printable copy of the By-Laws