IMAA Constitution

Article I - Name

This organization shall be known as "International Miniature Aircraft Association, Inc."; also known as "IMAA."

Article II - Purpose

The International Miniature Aircraft Association, Inc., is formed for the purpose of fostering and advancing the operation of large radio controlled model aircraft in a setting where informality and safety of operations prevail. Additionally, it is formed to create an atmosphere where pleasure, recreation, fellowship, and co-mingling can be fostered and found to exist amongst individuals enjoying the sport of building and flying large radio controlled model aircraft.

No part of the net earnings of the International Miniature Aircraft Association, Inc., shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the International Miniature Aircraft Association, Inc., shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. The International Miniature Aircraft Association, Inc., will not carry on other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(C)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code. Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (C)(3) of the Internal Revenue Code, or corresponding section of any future Tax Code, or shall be distributed to the Federal Government, or to the state or Local Government, for a public purpose. Any such assets not so disposed of by the Court of Common Pleas of the County in which the principal office of the Corporation is then located, exclusively for such organizations, as said Court shall determine, which are organized exclusively for such purposes.

Article III - Membership

Membership in the IMAA shall be open to any and all persons who agree with the purpose of the Association set forth above, and who also agree to abide by the Constitution, By-Laws, and other officially promulgated rules, regulations, directives, and guidelines while engaged in IMAA-related activities during the term of their membership. Membership in the Association shall not be denied to any person because of race, creed, color, or handicap. However, the Board of Directors, by a majority vote of the entire Board, may decline a request for Membership should the Board consider that the applicant would be a liability to the Association. In the event an applicant whose request for Membership has been declined shall petition the Board of Directors for reconsideration of its decision, the Board of Directors shall give written notice to the applicant, and conduct a hearing concerning his/her request for membership, at which hearing the applicant and his/her representative may present oral and written evidence in his/her behalf and make a statement. The application for membership shall thereafter be declined only by a three-quarters majority vote of the entire Board of Directors. Once membership status has been established, such Membership shall be terminated for non-payment of dues, and also may be revoked for good cause by a three-quarters-majority vote of the entire Board of Directors, upon written notice to the Member and after a hearing at which the Member and his/her representative may present oral and written evidence in his/her behalf and make a statement.

Article IV - Representation

The Association shall be represented by the following:

1. BOARD OF DIRECTORS: The Board of Directors shall be composed of twelve directors with each Director representing one of the Districts in which he/she has his/her residence. Those eleven Districts located in the United States shall be analogous to those in existence for the Academy of Model Aeronautics (AMA).

Each Director shall be nominated from and elected by those IMAA Members residing in each such District. Each Director shall serve a three-year term, and may be nominated for subsequent three-year terms. The Board of Directors shall be the primary decision-making body of the Association, but shall have the authority to delegate and supervise decision-making powers as it deems necessary or desirable.

2. VACANCIES: In the event of a vacancy occurring in the office of a Director, the Board of Directors shall appoint a Member residing in the District to complete the then current three-year term. Appointed Directors shall be entitled to vote on any matters properly the subject of Board of Director consideration and action.

3. VOTING: Each duly elected Director shall be entitled to one vote on any matter properly the subject of Board of Director consideration and action. Each Assistant Director, IMAA Representative, Assistant IMAA Representative, each other appointed person to any position in the Association, and any other officer of the Association shall not be entitled to vote on any matter presented to the Board of Directors for its consideration and action, except as otherwise provided in this Constitution, or in the By-laws.

4. IMAA REPRESENTATIVE: The IMAA Members of each country, other than the United States, shall either nominate and elect, or appoint, one of their resident Members as the IMAA Representative for that country, who shall be responsible for the implementation of the IMAA Constitution and By-Laws and other IMAA rules, regulations, directives, and guidelines within that country. In the event the IMAA Members of a country do not elect or appoint an IMAA Representative for that country, the Board of Directors shall appoint one of that country's resident IMAA Members as the IMAA Representative for the country.

5. ASSISTANTS: Each Director and each IMAA Representative may appoint such Assistants as he/she considers desirable for the proper administration of his/her District or Country.

Article V - Officers

The Officers of the Association shall consist of a President, Vice-President, Secretary, and Treasurer, and such other officers as the Board of Directors considers necessary or desirable to conduct the business of the Association. The procedures for the election or appointment of Officers shall be determined by the Board of Directors. However, the President and Vice-President shall be elected by the majority vote of the Members of the Association.

PRESIDENT: The President shall be the Chief Executive Officer of the Association. He/She shall be responsible to the Board of Directors for the enforcement of all of the provisions of the Constitution, By-Laws and other officially promulgated rules, regulations, directives and guidelines of the Association, and for fostering the purposes and objectives of the Association. He/She shall conduct the day-to-day business of the Association subject to the advice, control and approval of the Board of Directors. He/She shall implement and execute all legally enacted directives and proposals of the Board of Directors, and shall perform such other duties relating to the operation of the Association as directed by the Board of Directors. The President shall preside over the formal meetings of the Board of Directors, and shall be responsible for presenting agenda items to the Board at both its formal meetings and by way of written proposals when the Board is not meeting formally. He/She shall not have any vote on any matter brought before the Board, except to resolve a tie-vote of the Board.

VICE-PRESIDENT: In the event of the absence, disability, or inability of the President to perform the duties of his/her office for any reason, the Vice-President shall be responsible for executing all of the duties and assuming all of the responsibilities of the office of the President. The Vice-President also shall perform such other duties relating to the operation of the Association as may be assigned by the President or directed by the Board of Directors.

SECRETARY: The Secretary shall be responsible to the President and to the Board of Directors for maintaining the records of the Association, other than financial, including the minutes of any formal meeting of the Board of Directors, and a roster of the Membership. He/She also shall be responsible for the incorporation of any duly enacted amendment to the Constitution and changes in the By-laws into those documents and for promulgating announcements of such amendments and changes and other significant changes in the purposes, objectives and functioning of the Association to the Membership. The Secretary also shall perform such other duties as may be assigned by the President or directed by the Board of Directors.

TREASURER: The Treasurer shall be responsible to the President and to the Board of Directors for conducting the financial affairs of the Association as directed by the Board of Directors and for maintaining the financial records of the Association. He/She shall collect all money and other things of value due, payable, or donated to the Association, and shall disburse Association funds as directed by the Board of Directors. The Treasurer also shall perform such other duties as may be assigned by the President or directed by the Board of Directors.

Article VI - Recall of Directors

A duly elected Director may be recalled for good cause only by a three-quarters majority vote of those voting Members of the District he/she represents, and only after a three-quarters majority of the entire Board of Directors has approved presenting a recall proposal to the members of the Director's District, or upon receipt of a recall petition signed by two-thirds of the Members of the Director's District. Before any recall proposal is voted upon by the Board of Directors, written notice shall be given to the Director and a hearing conducted, at which hearing the Director and his/her representative may present oral and written evidence and make a statement.

Article VII - Impeachment of Officers

Any Assistant or other person appointed by any Director, IMAA Representative, or Officer serves at the pleasure of the person appointing him/her, and may be relieved of his/her duties by the person so appointing. Any Officer of the Association, and those Assistants or other persons appointed by the Board of Directors, only may be impeached and removed from his/her office or position for good cause by a three-quarters majority vote of the entire Board of Directors after written notice has been given to such officer or person and a hearing conducted, at which hearing such Officer or person and his/her representative may present oral and written evidence and make a statement.

Article VIII - Meetings of the Membership

Meetings of the Membership of the Association shall be held as considered necessary or desirable by the Board of Directors. Notice of such meetings and the matters to be brought before it shall be given in the Association's official publication, or by the Secretary by mail, no later than thirty days before the meeting is to convene. An abstract of those matter considered at the meeting and their results shall be published by the Secretary.

Article IX - Constitutional Amendments

Any constitutional amendment proposed by any Officer or Director of the Association shall be brought to the attention of the Board of Directors for its consideration, and shall become part of the Constitution upon a three-quarters majority vote of the entire Board of Directors approving such amendment. Any constitutional amendment proposed by a petition of not less than five percent of the Membership shall be brought to the attention of the Board of Directors who shall cause the proposed amendment to be published to the Membership for comment. After a suitable period to allow Membership comment, the Board of Directors shall consider such proposed amendments, and such amendment shall become part of the Constitution upon a three-quarters majority vote of the entire Board of Directors approving such amendment.