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TARPA BY-LAWS 2008 (Revised Sept. 2008)

Article I

Sec. 1. The name of this Association shall be "TARPA" which

stands for "TWA Active Retired Pilots Association ". (1996)

Sec. 2. The Home Office of TARPA shall be that of its presiding officer or as may be directed by the Executive Committee.

Article II

Sec. 1. The purpose of TARPA is social, recreational and non-profit, with a primary goal of helping its members to maintain the friendships and associations formed before retirement, to make retirement a more productive and rewarding experience and to assist those active pilots approaching retirement with the problems that are inherent in the transition from active to retired status.

Sec. 2. The Association shall operate under Roberts Rules of Order, Revised. (1996)

Article III

Sec. 1. REGULAR members shall be limited to ALL flight deck crewmembers of TWA. REGULAR members are defined as those who flew as flight deck crewmembers and who were on the seniority roster of their respective profession in such capacity. Those REGULAR members who, at the beginning of any calendar year have reached their 75th birthday, and have been members in good standing fore at least three consecutive years immediately prior to reaching 75, shall be called "EAGLES". (1999)

Sec. 2 – Honorary Members (Rev. 2008)

Surviving spouses of deceased members shall be accorded HONORARY membership in TARPA. (1996)

Sec. 3. SUBSCRIBERS are those who have asked to be added to the mailing list to receive the TOPICS and DIRECTORY same as REGULAR members. They will not have a vote or other member privileges but may attend conventions. (1999)

Sec. 4. Annual dues for REGULAR members shall be established annually by a simple majority vote of the Board of Directors. There will be no dues for HONORARY members. Dues will be payable January 1st for that calendar year. (2007)

Article IV

Sec. 1. The Officers of this Association shall be a President, a First Vice-President, and a Second Vice-President, a Secretary/Treasurer, and a Senior Director. These Officers shall constitute the Executive Committee. All Officers shall be REGULAR Members. (1995)(1997)

Sec. 2. The President shall supervise the affairs and activities of TARPA, convene the Executive Committee or Board of Directors, and preside over such meetings. The President shall be the presiding officer at all Conventions, and shall be an ex-officio member of all Committees except the Nominating Committee. (1986) (2002)

Sec. 3. The First Vice-President shall assume the duties of the President whenever the President is unable to perform them and shall perform such other duties as may be assigned by the President. (2002)

Sec. 4 In the event the First Vice-President assumes the duties of the President or is unable to perform his or her own duties, the Second Vice-President shall assume the duties of the First Vice- President and shall perform such other duties as may be assigned by the President. (1986) (2002)

Sec. 5. The Secretary/Treasurer shall process all applications for membership, keep a current roster of members and their addresses, disseminate information to the membership at such times as directed by the Executive Committee and record and make available to the Officers the minutes of all official meetings. He/she shall manage the financial affairs of the Association, collect dues and provide a financial report at all meetings of the Executive Committee, Board of Directors, the annual Convention and such other reports as may be required by public law. He/she shall provide an annual Association budget for the Board of Directors and the annual Convention and execute such other duties as may be assigned by the President. (1993) (2002)

Sec. 6. The Executive Committee shall determine the activities to be undertaken by the Association. The Executive Committee shall incur no indebtedness beyond the existing funds for the current fiscal year.

Sec. 7. A Historian shall be appointed by the President to gather and disseminate personal data and lore of the Association's public relations program and to execute any other duties pertaining to the chronological events of the Association. The office of Historian shall not constitute a part of the Executive Committee nor the Board of Directors.

Sec. 8. (Rev. 2008)

An Editor for the Association's Newsletter, herein called “TARPA TOPICS,” shall be appointed by the President to edit and supervise the publication of the Association's Newsletter and to execute any other duties pertaining to the public relations as may be assigned by the President. (1997)

Article V

Sec. 1. The Board of Directors shall consist of nine (9) members. i.e., the members of the Executive Committee, the TARPA Topics Editor, the Webmaster, the Hospitality Chairperson and the immediate Past President. All members of the Board will have an equal vote. (2007)

Sec. 2. The Board of Directors shall determine TARPA policy in session or by written resolution. The Board of Directors shall resolve any problems that may arise between conventions. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereof is signed by all members of the Board or such committee. Consent by e-mail or fax shall constitute acceptable written consent. Such written consent shall be filed with the minutes of proceedings of the Board or committee. Members of the Board of Directors or of any committee designated by such Board may participate in a meeting of such Board or committee by means of a conference telephone network or similar communication method by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this sub-section constitutes presence in person at such meeting. Each person participating in the meeting shall sign the minutes thereof. The minutes may be signed in counterparts. The method of meeting used will be that which most logically suits the existing situation.

(2006)

Sec. 3. A majority of the Board of Directors, at a meeting duly called, shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors.

Sec. 4. If the organization has any profits, the Board of Directors shall decide what part thereof, if any, shall be added to the organization's funds and what part, if any, shall be donated to a charitable organization chosen by the Board.

Article VI

Sec. 1. Each year, the Board of Directors shall appoint a Nominating Committee consisting of three members. This committee shall be responsible for providing nominations for Officers and Directors at the annual Convention. Nominations for any office shall not be considered without the consent of the nominee. Additional nominations may be made by any member present at the annual Convention. (1995)

Sec. 2. No nominee shall be eligible for election as an Officer or Director unless he/she is in attendance at the Convention at which he/she could be elected unless he/she is unable to attend due to extenuating circumstances approved by the President. (2002)

Sec. 3. Election may be by ballot or by hand and shall be the last business on the final day of the Convention. In the event there is more than one candidate for any Officer or Director vacancy, election to fill that vacancy shall be by secret ballot. A majority of those present and voting will elect. Newly elected and re-elected Officers and Directors shall assume office the day after the adjournment of the Convention. (1986)

Sec. 4. Only REGULAR members shall be eligible for election to office.

Sec. 5. Officers and Directors shall hold office until re-elected or replaced by newly elected Officers or Directors. Should an Officer or Director vacancy occur between Conventions, the vacancy shall be filled by vote of the remaining Board of Directors. Such replacement shall serve until the next Convention. (1986)

Sec. 6. The voting body shall consist of only those REGULAR members in good standing as verified by the Secretary-Treasurer. (1986)

Sec. 7. It shall be the policy of this Association that Officers, Board members and the general membership will not receive compensation of any kind for work done for the Association.

Article VII

Sec. 1. The Association shall hold an annual Convention. The Board of Directors shall designate the place and date for each Convention.

Article VIII

Sec. 1. (REV 2008)

These By-laws may be amended only at an annual Convention by a two-thirds (2/3) vote of the members in good standing present and voting. Proposals for such amendment must be submitted in writing to the Executive Committee by any REGULAR member in good standing prior to the annual Convention. (1987)

TARPA POLICIES (REV 2007)

AWARDS

Criteria for TARPA Award of Merit: Deleted (2008)

TARPA PERSON OF THE YEAR

The TARPA Board of Directors may, at its discretion, select a TARPA Person of the year. (2000) (2002)

CONVENTION – Revised (2008)

The activities at the annual Convention, such as the hospitality room, recreation, banquet, etc. shall be paid for by those who attend. A registration fee is recommended. (1984)

CONVENTION SITE AND DATE

The Board of Directors shall make every effort to designate the place and date of each Convention at least two (2) years in advance. (1982)

CONVENTION SURPLUS

In the event the annual convention generates a monetary surplus, the Board of Directors shall decide what portion thereof, if any, shall be added to the convention fund and what part, if any, shall be donated to a charitable organization chosen by the Board. (2000) (2006)

CORRECTIONS

The Secretary/Treasurer is authorized to correct errors of omission, punctuation, and nomenclature when revising the Directory. (1986)

CORRESPONDENCE

All correspondence, except that of a personal nature, but including dues payments and change of address, shall be directed to the address of the Secretary/Treasurer for dissemination to the proper authority within TARPA. (1986)

DIRECTORY (REV 2008)

The TARPA Directory shall be printed biannually in even numbered years. Due to its availability on the web site, the Directory shall be mailed only to those members who request one. (1994) (2006)

All changes to the By-Laws and Policy that are new or amended shall be italicized in the next addition of the Directory and on the TARPA website. In order to easily refer to the minutes of a meeting, the year(s) of amendment to the By-Laws shall be noted after Article VIII and the year(s) of changes to Policy shall be noted after the pertinent paragraph. (1986)

DUES

1. Annual dues for REGULAR members shall be $50.00 per calendar year except that annual dues for EAGLES and SUBSCRIBERS shall be $40.00. New members joining prior to September shall pay full dues. New members joining September and later shall be credited for the following year. (2007)

2. Any member who is three calendar months in arrears on his dues shall, after notification by the Secretary/Treasurer, have his membership in TARPA terminated. (1986)

3. Whenever the non-dues paying rank equal fifteen (15) percent or more of the total membership, the Secretary shall bring this matter before the Board of Directors for appropriate action. (1984) (1997)

ENDORSEMENTS

TARPA will avoid any action which might be construed as sponsorship or endorsement of a business or commercial venture. (1981) TARPA may, however, endorse such programs as are developed within the Association that are specifically directed toward the improved well being of its Members. (1987)

FISCAL POLICY (Rev. (2008)

1. AUDIT OF TARPA FUNDS - The President shall appoint an Audit Committee at least once each year. This Committee shall consist of at least two members. This Committee shall inspect the books and financial records of the Association and prepare a report, with any recommendations to be submitted to the President at least 30 days prior to the next following Convention.

2. BONDING – The President and Secretary/Treasurer shall be bonded by sufficient fidelity bond in an amount set by the Board of Directors. The bonding fee shall be paid by the Association and renewed annually.

3. EXPENSES - Officers, Directors and Committee persons shall be reimbursed for normal expenses incurred in the performance of their duties. Normal expenses shall include postage, telephone, copies, secretarial service (if necessary), stationery, etc. The TARPA Secretary/ Treasurer shall be allowed up to $100.00 per month as an extraordinary office expense. (1991)

In the event a Board of Directors meeting is called prior to the Convention, Officers, Directors and those Committee Chairmen required to attend shall be reimbursed for reasonable actual expenses they incur. These expenses shall include one night's lodging, meals, gratuities, necessary automobile expenses (IRS current amount), necessary parking fees and necessary taxi fares. Subject to the prior approval of the President, actual expenses for air travel shall be reimbursed in an amount not greater than the standard economy class fare by the most direct route available to the meeting. (1998) (2006)

In the event that it is deemed necessary, in the interests of TARPA, for a representative of TARPA to attend a meeting of any other organization, the representative shall receive payment for expenses as described in the previous paragraph. Such attendance shall require prior approval of the President. If necessary, travel by OAL shall be reimbursed only for the normal Economy Class fare by the most direct route to and from any function.

The Executive Committee may authorize extraordinary expenses for the benefit of TARPA if they will not conflict with Article IV, Sec. 6. of the By-Laws. Requests for reimbursement shall be submitted to the Secretary/Treasurer on a TARPA approved expense form, supported by receipts where applicable, or an explanation thereof. Such requests shall be submitted promptly at the end of the current month but no later than three months after the expense is incurred. (1988)

MAILING LIST

It shall be TARPA policy to allow non-members, at the discretion of the Secretary/Treasurer, to be placed on the mailing list for TARPA TOPICS for the sum of $40.00 per year. (1998) (2007)

The Board of Directors shall determine the added cost necessary for foreign mailing of TARPA publications. The added cost shall be required of non-members and shall be in addition to the dues of members.

NEWSLETTER

The name of the newsletter shall be TARPA TOPICS. Normal publication dates of TARPA TOPICS shall be March 1st, July 1st, and November 1st. The President may authorize special editions if he/she deems it necessary. (1984) (2002)

Each issue of TARPA TOPICS shall contain a membership application. This application shall have the dues for the current year stated in it's heading. The November issue of TARPA TOPICS shall include a dues payment envelope addressed to the Secretary/Treasurer of TARPA.

The Editor is charged with the responsibility of gathering and editing material for publication. He/she is responsible to the President for the contents of TARPA TOPICS. He/she shall determine the deadline date for inclusion of material to be published. The President shall be the final arbiter to determine whether publication of any particular material is in the best interests of TARPA. (2002)

It is TARPA Policy to print differing or opposing views but material attacking a members motives, character or sincerity is not acceptable for publication. Information about products or services may be published for the information of the membership. Publication does not constitute endorsement by TARPA. (Newsletter Section completely revised - 1986) (Publishing dates amended by Board - 1987)

TERM OF OFFICE

The term of office of a committee Chairman shall be concurrent with the term of the office of the President unless he/she is removed earlier by the President. (1983) (2002)