Constitution and By-Laws

The following are the mission statement and by-laws of the Northern Air Transport Association (NATA), hereafter referred to as “the Association”.

MISSION STATEMENT

The Association is to represent northern air carriers in the decision-making process affecting transportation in Northern Canada.

Goals

1.       To promote a safe and effective Northern air transportation system.

2.       To advocate Northern air transport positions.

3.       To establish and maintain partnerships within the industry, and with governments and other interested parties.

Objectives

1.       To develop and cause to be adopted positions which increase the safety of Northern air transportation and reflect the unique operating environment.

2.       To develop and cause to be adopted positions, which improve the economics, quality and delivery of Northern air transportation taking into consideration the Northern environment.

3.       To develop the resources and procedures to cause the positions of the Association to be adopted. Specifically to:

o    Develop, maintain and promptly update contact lists;

o    Develop and maintain a means to poll the membership;

o    Be aware of, monitor, attend and report on government and industry meetings and regulatory hearings;

o    Prepare submissions, interventions and other correspondence;

o    Liaise with government, industry and other interested parties;

o    Develop a lobbying plan; and

o    Offer relevant speakers.

4.       To develop a communications strategy so that the Association can make appropriate public announcements including developing:

o    A communications plan;

o    Media contact list; and

o    Working relationship with the media.

5.       To hold  an annual general meeting which addresses the interests of the membership.

6.       To have Members who represent a significant percentage of air passenger and cargo carriers operating in or to the northern and remote regions of Canada.

 

ARTICLE I

MEMBERSHIP

 1.      Any reputable person, firm, partnership, Association or other form of organization or business enterprise directly connected with or engaged in transportation of persons or property by air in northern Canada or engaged in allied or related industries, including other modes of transportation (“an Eligible Member”), shall be eligible for membership in this Association. An Eligible Member may only become or remain a member of the Association (“a Member”) by executing an agreement to abide by the By-Laws of the Association and by paying dues and assessments as provided herein. The classes of membership shall be as hereinafter provided.

 2.      OPERATOR MEMBER: Any Member licensed by the Canadian Transportation Agency, operating a commercial air service and holding a valid Operating Certificate issued by Transport Canada.

 3.      NORTHERN OPERATOR MEMBER: An Operator Member may be sub-classed as a Northern Operator Member if the air routes designated in their Transport Canada Air Operator Certificate includes a designated point in the Yukon, Northwest Territories, Nunavut or Nunavik.

 4.      ASSOCIATE MEMBER: Any Member engaged in a business allied or related to or otherwise interested in transportation by air shall be eligible to be an Associate Member in the Association.

 5.      SUSTAINING MEMBER: Any Member not otherwise eligible for membership as an Operator Member or Associate Member, engaged in a business or by a governmental agency allied or related to, or otherwise associated with, transportation by air, including pilots and mechanics employed by an active Member, shall be eligible to be a Sustaining Member in the Association. It is not the intention that a Sustaining Member represent any organization eligible to be an Operator or Associate Member.

 6.      HONORARY LIFE MEMBER: An individual who has consistently supported and contributed significantly to the association and its' goals and principals.  Nominations for Honorary Life Members are made directly to the Board Of Directors and the decision to award it to an individual rests solely with the Board of Directors.

 7.      AFFILIATE ASSOCIATION: Any allied association whose functions are associated with aviation.

 8.      APPLICATION FOR MEMBERSHIP: Application for membership in the Association shall be made in such form as may be established by the Board of Directors from time to time and shall be accompanied by such initiation fees and dues as may be prescribed by these By-Laws or by regulation of the Board of Directors from time to time.

 9.      WITHDRAWAL OR EXPULSION: Any Member may withdraw from the Association by giving sixty (60) days written notice of intention to do so and by making payment of all obligations due the Association to the effective date of withdrawal. Annual fees are not refundable.

 a)     Any Member may be suspended or expelled for failure to promptly pay any and all dues and assessments owing to the Association.

 b)     No Member under suspension from this Association shall be permitted to exercise any privileges of membership until all matters concerning such suspension have been satisfactorily settled and all monies due the Association have been paid.

 c)      Any Member acting in any way that breaches the by-laws, or rules and regulations of the Association, or which may be unethical or prejudicial to the purposes of the Association, may be suspended or expelled from membership by a two-thirds (2/3) vote of all members of the Board.

 d)     All property rights, interests and privileges in or to this Association shall cease upon termination of membership by voluntary withdrawal, expulsion, death, adjudication or bankruptcy, corporate dissolution or other cause.

 10.  AUTHORIZED REPRESENTATIVE: A Member shall designate in writing and file with the Association the name of the representative (and alternate representative if desired) who shall be authorized to act on behalf of such Member in the affairs of the Association, and such designated representative or alternate shall be eligible for election to the Board of Directors of the Association in the manner hereinafter provided. 

 11.  RIGHTS OF MEMBERS:  All members of the Association shall have the right to take part in all activities and to use all facilities established by the Association for the promotion of its objects, subject to such regulations and the payment of such additional fees as the directors may from time to time prescribe for specific activities

 

ARTICLE II
VOTING RIGHTS OF MEMBERS

 1.      ELIGIBLE VOTERS : Each Member shall be entitled to one vote in the election of members of the Board of Directors and in any other matters put before the membership of the Association.

 2.      METHOD OF VOTING: The right to vote shall be limited to the representative or alternate representative of the Member designated in accordance with Section 10 of Article 1 of these By-Laws. Voting on all matters involving the corporate affairs of this Association, or the membership generally, and the amendment of these By-Laws shall be by show of hands in convention assembled. Mail ballot may be authorized by the Board of Directors in cases of emergency for the purpose of amending these By-Laws or the application for incorporation.

 3.      VOTING: All voting rights in this Association may be exercised by proxy. All proxies shall be in writing and filed with the secretary of the Association prior to the opening of any meeting. No Member may hold more than two (2) proxies at any one meeting. Proxies once filed, shall be valid for one (1) year unless specific time limitation is contained in the proxy or it is revoked in writing and such written revocation is filed in the same manner as the proxy being revoked.
 

ARTICLE III
DIRECTORS

 1.      BOARD OF DIRECTORS: The corporate powers of the Association shall be exercised, and the affairs of the Association shall be managed by no less than nine (9) and nor more than fifteen (15) Directors comprising the Board of Directors. Such Directors shall be designated representatives or alternate representatives of Operator or Associate Member companies.  Eight seats on the Board of Directors are to be reserved for Operator Members classed as Northern Operators.

 2.      ASSOCIATE MEMBERS ON THE BOARD OF DIRECTORS: Up to three (3) members from the Associate membership may be seated as voting directors included in the number of directors defined in Section 1. The Associate membership Board of Director seats shall be held by different professions or types of businesses from within the Associate membership.

 3.      IMMEDIATE PAST PRESIDENT: The immediate Past President of the Association shall be a member of the Board of Directors.

 4.      TENURE OF OFFICE: Directors shall hold office for two (2) years or until their successors are elected and qualified.

 5.      SEATING OF DIRECTORS: All Directors shall be elected  at the annual convention at which time their term of office for the ensuing two years will begin.

 6.      VACANCIES: Vacancies on the Board of Directors created by death, resignation, disqualification, or other cause shall be filled by vote of the Board of Directors.

 7.      MEETINGS: The Board of Directors shall hold an organizational meeting at the annual convention for the Association. Other meetings shall be held upon the call of the President, at regular intervals throughout the year. Notice of such meeting shall be provided in writing, via facsimile, or by electronic means to each member of the Board of Directors at least fifteen (15) days before the day of such meeting.

 8.      QUORUM: Five (5) members of the Board of Directors shall constitute a quorum at any meeting.

 9.      REMOVAL: A member of the Board of Directors may be removed by the Board of Directors for failure to attend two (2) consecutive regular meetings of the Board of Directors.

 10.  ALTERNATE DIRECTORS: Subject to the approval of the Board of Directors, a Director who is unable to attend a board meeting may designate an alternate from the same member company to represent him/her at the meeting.
 

ARTICLE IV
OFFICERS

 1.      PRINCIPAL OFFICERS: The officers of the Association shall be a President, a first Vice President, a second Vice President and a Secretary-Treasurer. Each of such officers shall be elected by the Board of Directors from its membership, at its organization meeting at the annual convention of the Association, and shall hold office until his successor is elected and qualified.

 2.      PRESIDENT: The President shall be the chief executive officer of the Association and shall preside at the convention of members and at all meetings of the Board of Directors. The President shall be an ex-official member of all committees and have the responsibility of appointing such committees.

 3.      VICE PRESIDENT: The First Vice President shall act in the office of the President in the absence or disability of the President and shall have and perform such other duties as may be assigned to them by the Board of Directors or the President.

 4.      SECOND VICE PRESIDENT: The second Vice President shall act in the office of the first Vice President in the absence or disability of the President and the first Vice President and shall have or perform such other duties as may be assigned to them by the Board of Directors or the President.

 5.      SECRETARY-TREASURER: The Secretary-Treasurer shall oversee the duties normally associated with the office of the secretary. He/She shall safeguard the funds of the Association and supervise the maintenance of complete and accurate records of all receipts and disbursements. He/She shall direct that all funds of the Association be deposited in the name and account of the Association in a depository satisfactory to the Board of Directors. He/She shall make reports to the Board of Directors and to the convention of Members at such times as are deemed appropriate by the Board.

ARTICLE V
EXECUTIVE DIRECTOR

 1.      An Executive Director may be employed by the Board of Directors.

 2.      The Board of Directors may assign duties to the Executive Director, including the responsibility of employing assistants.

 3.      The Executive Director shall serve under the direction of the Board of Directors.
 

ARTICLE VI
COMMITTEES

 1.      STANDING COMMITTEES: The President, with the approval of the Board of Directors, shall appoint standing committees as the Board of Directors may from time to time designate. At least one Member of the Board of Directors shall be included in the personnel of each committee, and such, Director or other Director Members of the committee shall act as Chairman.

 2.      SPECIAL COMMITTEES: The President with the approval of the Board of Directors may appoint such other committees as they may deem advisable.

 3.      POWERS OF COMMITTEES: No committee shall have any power to bind the Association in any manner except as expressly authorized by the Board of Directors.
 

ARTICLE VII
MEMBERSHIP MEETINGS

 1.      An annual convention of the membership as a whole shall be held each year at a time and place to be established by the Board of Directors.

 2.      General and special meetings shall be held at a time and place to be established by the Board of Directors.

 3.      Notice of such annual convention, general, and special meetings shall be provided in writing,  to all Members of the Association at least fifteen (15) days before the date of the convention or general and special meetings.

 4.      Five (5) Members of the Association shall constitute a quorum at the Annual General Meeting, general, and special meetings.

 5.      An Annual General Meeting of the Members of the Association shall be held at least once in every year at such other time and place as may be decided by the Board. The business of the Annual General Meeting shall be:

 a)     to present the nominees or appointees for the Board of the Association and to accept any further nominations for the Board;

 b)     to appoint the auditor of the Association for the current financial year;

 c)      to receive and consider the President’s report, the financial statements and the auditor’s reports thereon;

 d)     to ratify and confirm the acts of the Board of the Association and any of their committees, delegates and agents; and

 e)      such other business as may be properly brought before the meeting.

 6.      SIMPLE MAJORITY: The determination of any vote will be established by a simple majority.

ARTICLE VIII
MEMBERSHIP ACTION

Any questions upon which membership action is required or desired, at a time other than at the annual convention, shall be submitted to the vote of the membership by mail ballot. Proposals for membership action shall be submitted to the President for presentation to the Board of Directors or to the Executive Committee for their consideration and approval before placement on a mail ballot,. Such proposals may be submitted by any five (5) Members (Operator, Associate, or Sustaining), except that questions involving approval or disapproval of any Board of Directors action must be submitted directly to the vote of the membership by the President and shall be considered only upon receipt of a written request signed by not less than ten (10) Members (Operator, Associate, Sustaining). Unless otherwise required by law or by these By-Laws, a majority of those Members returning ballots within ten (10) days from the date of mailing of the ballots or within such time as may be specified beyond such ten (10) day period by appropriate Board action shall constitute membership action.

ARTICLE IX
RULES OF ORDER

 1.      Roberts Rule of Order shall be the parliamentary authority of this Association.

 2.      No one shall be permitted the privilege of the floor for more than five (5) minutes at any meeting of the Association, its Board of Directors or any unit without special permission of the chair.

ARTICLE X

 DUES

 1.      MEMBERS: The annual dues of Members shall be determined by the Board of Directors from time to time.

 2.      AFFILIATE ASSOCIATIONS: At the discretion of the Board of Directors Affiliate Associations may be charged fees.

 3.      PAYMENT OF DUES: All dues shall be payable in advance, and the payment of dues may be enforced by forfeiture of membership or by legal action, or both.

ARTICLE XI
BORROWING POWERS, CONFLICTS AND LIABILITY OF MEMBERS

 1.      The Directors may, by majority vote, borrow funds for the current operations of the Association, but the total of such funds shall not, at any time, exceed one-half the Association’s revenues in the preceding fiscal year.

 2.      The Directors may, with the approval of a majority of the Members present at a general or special meeting, or the annual convention, borrow funds for capital expenditures.

 3.      No liability of any nature shall attach to the membership of this Association other than dues and charges made according to these By-Laws, or charges for special services rendered, or for special assessments levied with the written approval of the Member.

 4.      No Director or officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Association shall be deposed, or for any loss occasioned by any error of judgement or oversight on the Director's or officer's part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of the Director's or officer's office or in relation thereto unless the same shall happen through the Director's or officer's own wilful neglect or default.  Notwithstanding the foregoing, the Association shall not be responsible for any acts, contracts, transactions and liabilities entered into in the name of the Association by any Directors, officers or employees of the Association unless such contracts, acts or transactions have been approved by the Board. 

 5.      Except such costs, charges or expenses as are occasioned by such Director's or officer's own wilful neglect or default, and unless it results in improper personal benefit, every Director and officer of the Association and the Director's and officer's heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Association from and against:

 a)     all costs, charges and expenses whatsoever that such Director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against such Director or officer for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by such Director or officer in or about the execution of the duties of such Director's or officer's office;

 b)     all other costs, charges and expenses that such Director or officer sustains or incurs in or about or in relation to the affairs of the Association.

 

 6.      Every Director and Officer shall declare any material interest in respect of a material transaction, material contract, proposed material contract or proposed material transaction with the Association in which such Director or Officer is in any way directly or indirectly interested and such Director shall refrain from voting in respect of such contract, proposed contract or transaction.

ARTICLE XII
AMENDMENTS TO BY-LAWS

Except as otherwise provided herein, the By-Laws of the Association may be enacted, amended, or repealed by the vote of the  Members taken in accordance with Article VIII hereof, or of the membership during annual convention. 

ARTICLE XIII
FISCAL YEAR

This Association shall operate for fiscal purposes from the first day of January to December 31.

ARTICLE XIV
AUDITOR

 1.      At the annual general meeting an auditor shall be appointed for the ensuing year.

 2.      At each annual general meeting a financial report the preceding year consisting of at least a balance sheet and income statement, duly reviewed by the auditor, shall be available for the inspection of members.


ARTICLE XV
SEAL AND SIGNING AUTHORITY

 1.      The Seal of the Association shall consist of the word “Seal” in a circle formed by the words - NORTHERN AIR TRANSPORT ASSOCIATION.

 2.      The Seal shall be kept in the custody of the Secretary of the Association and shall not be affixed to any instrument or document except by authority of a resolution of the Directors and in the presence of the Secretary and at least one other Director.

 3.      The Secretary and at least one other Director shall have the authority to sign instruments or documents on behalf of the Association.

 4.      If a document does not legally require a seal, then the absence of a seal does not invalidate the signature.

ARTICLE XVI
MINUTES OF MEETING, BOOKS AND RECORDS

 1.      The Secretary shall be responsible for keeping minutes of all annual, general, special or Directors meetings and all minutes shall be signed by the Chairman of the meeting and the Secretary after approval thereof by the meeting.

 2.      The Treasurer of the Association shall be responsible for keeping proper books of account for the Association.

 3.      All books and records of the Association shall be open to the inspection of Members at each general and annual convention. 


ARTICLE XVII
REMUNERATION, APPLICATION OF PROFITS AND DISSOLUTION AND

WINDING UP OF ASSETS

 1.      The profits, if any, and other income or accretions to the Association shall be applied only in promotion of its objects. No dividend to its Members shall be declared or paid and no part of the income or property of the Association shall be payable to, available for the personal benefit of, or otherwise distributed to its Members.

 2.      A Director or Officer shall not (as such) be entitled to any remuneration for his services; PROVIDED HOWEVER, if any Director or Officer is called upon to perform extra services for the Association, as determined by the Board, the Association may remunerate him or her for the said services by such sum as may be determined by the Board. A Director or Officer is entitled to be reimbursed by the Association for his or her reasonable out-of-pocket expenses in carrying out his or her duties as a Director or Officer of the Association.

 3.      In the event of the dissolution or winding up of the Association, all of its remaining assets after payment of its liabilities shall be distributed either to one or more recognized charitable or non-profit organizations in the Northwest Territories, Yukon or Nunavut whose objects most closely accord with those of the Association or among the operator Members in good standing in  proportion to their annual dues paid in the year of dissolution, to be determined by the Board of Directors at the time of dissolution.

 

ARTICLE XVIII
ARBITRATION AND MEDIATION OF DISPUTES

Any dispute respecting any matter arising under these By-laws may, with the agreement of the parties to the dispute, be dealt with by means of mediation, conciliation or similar techniques to encourage settlement of the dispute or be arbitrated under the applicable arbitration legislation.