Bylaws

February 2015

A.        GENERAL

A.1.     Name

The Association is incorporated under the Non-Profit Corporation Law of the State of California, the full name of which is the AIRLINE PASSENGER EXPERIENCE ASSOCIATION (hereinafter referred to as the Association).

A.2.     Purpose

A.2.1. The primary purpose and objective of this Association is to provide an effective instrumentality through which the membership can:
•        identify and resolve industry problems, and
•        improve the airline passenger experience.

A.2.2.  As a communications channel and open forum, this Association will prepare studies and recommendations with regard to specific phases and aspects of airline entertainment and communications.  All studies and recommendations will be of joint concern to airlines and vendors.

A.2.3.  This Association is not formed for financial return.  No part of the Association’s assets, income or profits shall be distributed to, or inure to the benefit of any Member, Director or Officer, nor shall the Association promote the private interests or serve to facilitate the specific business of any Member, Director or Officer except to the extent permitted by and under said Non-Profit Corporation Law.  The Association shall not engage in any activity which does not support the above-referenced purposes.

A.3.     Membership Categories

There shall be three categories of membership: Regular Airline, Regular Vendor, and Honorary.

A.3.1   Regular Members

“Regular Airline" member status is available to appropriately certified airline carriers. "Regular Lessor" member status is available to qualified aircraft leasing companies. "Regular Vendor" member status is available to any company involved in sales, marketing, licensing, support, and other related services that contribute to the airline passenger environment and experience.  It is the responsibility of a membership committee to review all membership applications for eligibility per these Bylaws. Disputes regarding eligibility shall be decided by a simple majority vote of the Board of Directors.

A.3.2.  Honorary Members

An individual who, in the opinion of the Board of Directors, deserves special recognition for extraordinary contributions to the enhancement of inflight communication/entertainment or to the Association, may be elected an "Honorary" Member.  Any individual proposed for Honorary membership must receive a unanimous vote of the Board of Directors at a duly organized Board Meeting.  Unlike Regular memberships, an Honorary membership will be on an individual basis.

A.4.     Headquarters

A.4.1.  Offices

The location of the principal office of the Association shall be designated by the Board of Directors. 

A.4.2.  Books and Records

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, the Board of Directors and committees having and exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of all Members in good standing.  Upon written request to the Board of Directors, all books and records of the Association may be inspected by any member, or the member's agent or attorney for any proper purpose at any reasonable time.

A.5.     Amendment of Bylaws

Any amendment to the Bylaws shall be made either by an affirmative vote of a simple majority of Regular members present and voting at the Annual Meeting or by affirmative vote of a simple majority of Regular members voting by ballot.  If voting occurs by mail or e-mail ballot, at least 25 days shall be allowed between mailing of the mail ballot to Regular Members and the required date for the receipt of the ballot.  If voting occurs at the Annual Meeting, the voting will be conducted by either ballot or show of hands, as judged appropriate by the Board of Directors.

A.6.     Fiscal Year

The fiscal year shall begin on the first day of January of each year and end on the last day of December of each year.

A.7.     Annual Budget

The Board shall, by such procedure as it may prescribe, adopt a budget each fiscal year appropriating and authorizing expenditures of funds for the operation of the Association.  Funds to meet this budget are to be provided by the members’ dues or through other means commensurate with the purposes of the Association and the laws of the State of California regarding Non-Profit Corporations.  The budget shall be developed and monitored by the Finance Committee.

A.8.     Policies and Procedures

The Board of Directors shall in the course of its duties establish policies and procedures for the effective management of and benefit to the association.  Said policies and procedures may, from time to time, be amended to meet the goals of the Association.

B.        MEMBERSHIP

B.1.      Membership Term

Membership shall be for twelve months, commencing the first day of January each year.

B.2.      Membership Fee

Membership fees shall be recommended by the Board of Directors and approved by membership vote at the Annual Meeting.  Membership fees may be changed by simple majority of the regular membership present at the Annual Meeting.

B.3.      Voting Rights

Regular membership may designate as many representatives as it may wish to participate provided, however, that a Regular Member will have only one vote.

B.4.      Resignation

Any Regular or Honorary Member may withdraw from the Association after fulfilling all obligations to the Association, by giving written notice of such intention to withdraw to the Secretary, which notice shall be presented to the Board of Directors by the Secretary at the first scheduled meeting after receipt thereof.

B.5.      Supervision or Expulsion

Any membership may be terminated for adequate reason by a two-thirds vote of the Board of Directors.  Failure to pay required fees, or to maintain eligibility for membership, is adequate reason for termination and does not require advance written notice to the member, opportunity to contest the termination, or opportunity for appeal.  Any member proposed for termination for another reason shall be given at least 15 days advance written notice including the reason for the proposed termination, an opportunity to contest the proposed termination to the Board of Directors, and a final written notice of the Board's decision.  If a member chooses to appeal an adverse decision of the Board's, the member may appeal to an arbitration panel of three persons appointed by the Executive Committee.

B.6.      Transferability of Membership

Neither the membership nor any rights associated therewith may be transferred for value or otherwise.

C.        BOARD OF DIRECTORS

C.1.     Powers

The property, affairs, activities and concerns of the Association shall be governed by a Board of Directors.  The Board shall have full authority to interpret and implement all the provisions of these Bylaws.

C.2.     Number

The Association shall have eleven (11) Directors elected by the membership:  six (6) Directors and four (4) Officers as defined in Article E, and the Immediate Past President. 

C.3.     Election of Officers and Directors and Term

C.3.1.  If for any reason an Officer or Director leaves the company from which he or she was elected or ceases to be employed in a capacity with primary responsibility within the airline passenger experience industry, he or she must also tender a letter of resignation from the Board of Directors.  The Board shall, within seven days of the receipt of the resignation, determine whether the officer or director continues to be eligible to hold office and vote whether or not to accept the resignation, which shall be decided by a simple majority.

C.3.2.  Three (3) of the Directors of the Corporation shall be elected for a term of one (1) year and three (3) for two (2) years.

C.3.3.  An additional Director shall be the Immediate Past President of the Association, who shall serve a term of one (1) year and shall have all the authority and power vested in any other Board member during his or her one year term.

C.3.4.  A minimum of five (5) and a maximum of six (6) of the Board of Directors will be selected from among airline representatives, a minimum of two (2) of whom shall be from airlines outside the USA.

C.3.5.  Upon the expiration of their terms, Directors may be re-elected.

C.3.6.  The Board of Directors shall, upon the close of the Annual Meeting following their election, enter upon the performance of their duties and shall continue in office in accordance with these Bylaws.

C.4.    Duties

C.4.1.  Perform all duties entrusted to Directors of a Corporation;

C.4.2.  Develop and abide by the Bylaws and Policies of the Association;

C.4.3   Supervise and direct the business and financial affairs of the Association;

C.4.4.  Set all fees payable to the Association, excluding annual membership fees;

C.4.5.  Develop, monitor and evaluate programs which further the Mission and Strategic Goals of the Association;

C.4.6.  Identify relevant professional issues for presentation to and action by the membership;

C.4.7. Retain management and staff services as needed to assist in the day-to-day business and financial operations of the Association.

C.5.     Meetings

C.5.1.  Annual Meeting: The annual meeting of the Board of Directors shall be held without any notice, other than this Bylaw, immediately before and at the same place as the annual membership meeting of the members.

C.5.2.  Regular Meetings: Regular meetings of the Board of Directors shall be convened in accordance with established policies and procedures.  Notice will be given to Board members at least thirty (30) days prior written notice of the time and place of each scheduled meeting. If the meeting is to be held by telephone conference, notice will be given to Board members at least forty-eight (48) hours notice by telephone, including voice messaging system, or other electronic means, including e-mail.  Board Meetings shall be chaired by, in successive order of those present:  the President, the Vice President, the Secretary, the Treasurer, the Immediate Past President or a member of the Board who shall be elected by simple majority of those present.

C.6.     Quorum

A simple majority of the Board of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board.

C.7.     Absence

If any Officer or Director fails to attend two (2) meetings of the Board of Directors without sending a communication to the President or Secretary stating the reason for such absence or absences, or if the reason given for such absence or absences is not acceptable to the Board, that Director's or Officer's seat on the Board may be declared vacant, and the person so chosen to fill the vacancy shall hold office until a successor is elected as hereinafter provided in these Bylaws.

C.8.     Action by unanimous written consent without meeting

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting by unanimous written consent by all Board members.

C.9.     Vacancies

Whenever any vacancy occurs in the Board of Directors by death, resignation or otherwise, it may be filled without undue delay by the Board of Directors.  At all times, all reasonable efforts should be made to ensure the Board composition requirements between airline and vendor members are met.

C.10.   Removal of Officers or Directors

Any one or more of the Officers or Directors may be removed, at any time, by a vote of two-thirds of the Regular Members.  Such voting may occur at a Special Meeting or the Annual Meeting.

D.        OFFICERS

D.1.     Elective Officers

The elective officers of this corporation shall be a President, a Vice President, a Secretary and a Treasurer.  The Immediate Past President, although not elected to that position, shall also be an officer of the Association.

D.2.     Duties

All officers of the Association shall have such authority and perform such duties in the management of the Association as may be provided in these Bylaws, the Articles of Incorporation, or as may be determined by resolution of the Board of Directors not inconsistent with the Articles of Incorporation or the Bylaws.  More specifically, the officers shall have the following duties:

D.3.     President:

The President:

  • shall represent the Board of Directors and the Association;
  • shall act as Chairperson of the Board of Directors and preside at all meetings of the Association and of the Board of Directors;
  • shall serve as ex-officio member with the right to vote on all standing and special committees except the Nominating Committee;
  • shall communicate to the members or to the Board of Directors information pertaining to the affairs of the Association;
  • shall perform such other duties as are necessarily incident to the office of President.

D.4.     Vice President:

  • The Vice President shall become acting President and assume the duties of the office in the event of the President’s absence, disability, or resignation.

D.5.     Secretary: 

The Secretary:

  •  shall record or cause to be recorded the minutes of all meetings of the Association and the Board of Directors;
  • shall oversee the Association’s records and shall see that accurate records are maintained.

In case of absence or disability of the Secretary for any one (1) meeting, the President may appoint a Secretary to perform duties of the position during that meeting.

D.6.     Treasurer: 

The Treasurer:

  • shall be responsible for the funds of the Association;
  • shall assist in the direction of all financial affairs and sign checks of the Association, in accordance with policies and procedures established by the Board of Directors;
  • shall report on the financial condition of the Association at all meetings of the Board of Directors and at other times as called upon by the President;
  • shall serve as chair of the Finance Committee.

D.7.     Immediate Past President:

The Immediate Past President shall advise the President.

D.8.     Term

The terms of the office for the President, Vice President, and Immediate Past President shall be for one (1) year.  The terms of office for the Secretary and Treasurer shall be for two (2) years beginning in alternating years.

E.         NOMINATIONS AND ELECTIONS

E.1.      Elections

  • Annual elections shall be conducted by electronic ballot to elect officers and directors of the Association.  The composition of the Board shall be as prescribed in Article C.  The Nominating Committee shall make available its written report in the form of a ballot of nominees for each open office to the membership at least forty-five days prior to the Annual Meeting.  Board Members continuing in office shall be duly noted.  Electronic ballots must be returned within fifteen days from the time sent.  Elections may also be held at the Annual Meeting.

E.2.      Eligibility

There shall not at any one time be more than (1) Officer or one (1) Director (including the immediate past president) from any one (1) member company.  Any dispute regarding affiliate member qualifications shall be decided upon by the Nominating Committee.

E.3.      Election Procedures

E.3.1.   Election shall be by ballot prepared by the Nominating Committee in accordance with procedures outlined in Article G. 

E.3.2.   Each member company in good standing is eligible to cast one vote for each office.  Members may also vote by proxy.

E.3.3.   A simple majority vote shall constitute an election.  If a tie occurs, an immediate runoff election will take place.

F.       MEMBERSHIP MEETINGS

F.1.      As an entity incorporated in the United States, the Association must adhere to United States antitrust and other applicable laws, and all member meetings and events shall be held in accordance therewith. Any issues concerning the applicability of laws should be directed to the Board of Directors.

F.2.      Annual Membership Meeting

The Annual Meeting of the members shall be held concurrently with the Annual Conference.    At the Annual Meeting, the members shall consider reports from the Directors, Officers, and committees, and transact such other business as may come before the meeting.  The priority of business shall be determined by the President without debate.  If, in case of emergency, the Annual Meeting is not held at the prescribed time, business which should have been conducted at the meeting shall be conducted promptly by mail or at a special meeting of the members.

The date and location of the Annual Conference and Meeting shall be determined by the Board of Directors.

 

F.3.      Notice of Membership Meetings

All members shall be notified of the Annual Meeting at least 45 days before the appointed time of the event.  In the case of a special membership meeting, the Secretary shall send written notice of said meeting to all Regular Members not less than 45 days before the time appointed for the meeting.

F.4.      Annual Conference

The Annual Conference will be open to all member registrants and invited guests in accordance with policies and procedures approved by the Board of Directors.

F.5.      Special Meetings

Special Meetings of the Regular Members may be called by the Officers, or the Board of Directors, at their discretion or upon written request of 15 or more Regular Members directed to the Secretary, the Officers or the Board of Directors to consider a specific subject or subjects.

F.6.      Voting

Any designated representative of a Regular Member may represent that member at any regularly scheduled meeting, provided, however, that each Regular Member shall be entitled to only one vote.          

F.7.      Quorum

 A quorum at any regularly scheduled membership meeting shall consist of at least 50 Regular Members. If less than one-third of the Regular Members are represented at a meeting, the only matters which can be voted on at the meeting are those with respect to which notice was given pursuant to the requirements outlined in these Bylaws, and the general nature of the matter was described in the notice.

Fifty-one per cent (51%) of the Regular Members present at an Annual Meeting or a Special Meeting at which a quorum is present shall constitute a "majority" for the purpose of approving resolutions. For the purpose of determining a quorum or a majority, a proxy shall be considered the equivalent of attendance.

F.8.      Transfer of Voting Rights and Proxies 

(a)        Each member company shall nominate a person entitled to vote. If the voting member is unable to attend an Annual or Special meeting where a vote may be required, he or she may assign the voting right to another person from the same company by notifying the Headquarters Staff in writing or by e-mail. This transfer of voting right will expire at the close of the specified meeting.

(b)        Each Regular Member entitled to vote at any meeting or by electronic ballot may vote by proxy.  A proxy may be assigned in writing only to another person within the same company or to the Secretary of the Board of Directors and may only apply to those issues which were published in full in advance of any Annual or Special Meeting, and for which the member voting by proxy has made his or her wishes known in writing.  A proxy is revocable at the pleasure of the Member executing it.  Unless the duration of the proxy is specified by the Association, it shall be invalid 14 days from the date of its execution. Proxies may be counted in determining a quorum for purposes of conducting a meeting.

G.      NOMINATING COMMITTEE

G.1.     Elections

Annual elections shall be conducted to elect officers and directors of the Association.

G.2.     Nominations

Chair of the Nominating Committee:  The President will appoint the Chair of the Nominating Committee from the current Directors, subject to the approval of the Board of Directors. This Chair will appoint at least two (2) other members from different member firms representing airlines and vendors, and will in all other respects follow the guidelines established by these Bylaws for Standing Committees.

G.3.     Nominating Procedures:  The Nominating Committee is responsible for establishing candidates for Officers and Directors to be elected.  In accordance with policies and procedures established by the Board of Directors, the Committee shall:

(a)        Solicit the Membership via an official WAEA publication, or by other means of correspondence, for candidates or recommendations for candidates

(b)        Collate membership responses and establish a listing of candidates for each of the positions to be filled;

G.4.     Eligibility: Any candidate for the election of Officer or Director shall be from a company that has been a member in good standing for a minimum of one year, and shall be employed by the member in a capacity with primary responsibility for the purchase, sales, marketing, licensing, support, and other related services that contribute to the airline passenger environment and experience.  Said candidate shall have attended at least one Annual Conference and shall have at least two (2) Regular Member recommendations for inclusion on the same ballot.

Candidates shall confirm in writing to the Nominating Committee Chair acceptance of the nomination no later than sixty-five days prior to the Annual Meeting, specifying the office and term for which they are a candidate, and thus affirming their commitment to provide the time and effort to fulfill the obligations of the position.

G.5.     The final ballot presented to the membership shall be the Board's recommendations for the ensuing year's leadership and shall be in accordance with the Article on Nominations and Elections.

H.       COMMITTEES

H.1.     Standing Committees

H.1.1.  The Association shall have the following Standing Committees: Executive, Finance and Nominating.

H.1.2.  The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and Immediate Past President.  The Executive Committee will be charged by the Board with addressing issues between Board meetings, subject to limitations imposed by Board policy.  All meetings of the Executive Committee shall be reported in writing to the Board of Directors at the next regular meeting.

H.1.3.  The Finance and Audit Committee shall consist of the Treasurer and two additional members of the Board of Directors appointed by the President.  The Treasurer shall serve as Chair.  The Committee shall counsel with the President and Executive Director on the annual budget of the Association and prepare recommendations for the Board of Directors. The committee shall supervise the annual audit of the Association. The committee may perform such other duties in connection with the finances of the Association as the Board may determine from time to time.

H.1.4.  The Nominating Committee shall be appointed pursuant to the article on the Nominating Committee in these Bylaws.

H.2.     Special Committees

Other committees with limited authority may be designated by a resolution adopted by a simple majority of the directors present at a meeting at which a quorum is present.  Except as otherwise provided in such resolution, members of each such committee should be members of the Association, and the President of the Association shall appoint the chair thereof.  The chair of the committee may appoint members in coordination with the board liaison to the committee. Any member thereof may be removed by the chair of the committee with the approval of the board liaison to the committee whenever in his or her judgment the interests of the Association shall be served by the removal.

I.         INDEMNIFICATION AND INSURANCE

I.1.       Indemnification

I.1.1 Agreement to Indemnify. Subject to conditions set forth herein, the Association shall indemnify a member if the member is made a party, or is threatened to be made a party, to any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than action by or in the right of the Association) by reason of the fact that such person is or was a director or officer of or acted as a volunteer for, the Association, against judgements, fine, and amounts paid in settlement actually and reasonably incurred by such member in connection with such action, suit, or proceeding, if such member acted in good faith, was not grossly negligent, and did not engage in willful misconduct.

I.1.2     Defense by the Association. The indemnification provided hereunder is conditioned on the assumption of the defense of the indemnified action, suit, or proceeding by the Association. The members shall permit the Association to select legal counsel and incur directly the cost of defense of any indemnified action, suit, or proceeding. The appearance on behalf of the member in any indemnified action, suit, or proceeding of a legal counsel not approved by the Association shall immediately terminate this indemnification.

I.1.3     Approval of Settlement. The obligation of the Association to pay any amounts in settlement of any indemnified action, suit, or proceeding, is conditioned on the Association’s approval of such settlement payment. If settlement is offered by the other party to an indemnified action, suit, or proceeding and accepted by the member but rejected by the Association, the obligation of the Association to provide a defense and to pay any judgments or fines shall continue hereunder. If settlement is offered by the other party to the indemnified action, suit, or proceeding, and approved by the Association but rejected by the member, the Association’s indemnification obligations hereunder shall immediately terminate. The obligation of the Association to pay defense cost and provide indemnification may be terminated, at the option of the Association, if the member fails to provide reasonably requested cooperation in his or her defense. 

I.2.       Insurance

The Airline Passenger Experience Association may purchase insurance to protect the officers, directors, committee members and members, the staff and the Airline Passenger Experience Association against liability.

J.        PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No Member, Director, Officer, employee or other person connected with this Corporation, or any private individual, shall receive, at any time, any of the net earnings or monetary profit from the operations of the Corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Corporation in effecting any of its purposes as shall be fixed by resolution by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive any of the Corporate assets on dissolution of, the Corporation.  All Members, if any, of the Corporation shall be deemed to have expressly consented and agreed that on such dissolution, on winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation (after all debts have been satisfied) remaining in the hands of the Board of Directors shall be distributed as required by the Articles of Incorporation of the Corporation and California USA law, and not otherwise.

 

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