Bylaws of the Naval Helicopter Association, Inc

Article VI

Directors

Section 1. Powers. The Directors shall exercise the powers of the Association, control its property, and conduct its affairs except as otherwise provided by law.

Section 2. Duties. The Board will oversee and guide the existing NHA organizations; NHA Operations and the NHA Scholarship Fund. They shall determine goals and policies, approve annual budgets and the annual slate of officers.

(A) Chairperson: The Chairperson shall be responsible for the overall actions of the Board and the NHA entities that comprise the entire organization. He/she shall chair the annual and semi-annual meetings, delegate areas of responsibilities of the Directors and ensure that all phases of operations under the control of the Board are carried out.

(B) Directors-at-Large: The five (5) Directors-at-Large will be responsible for chairing one of the Standing Committees; selecting and overseeing activities of a Scholarship Fund Chairperson and Retired Chairperson in their respective regions and ensuring that a continuing dialogue exists between the Regional Directors and Officers and the Scholarship and Retired Chairpersons.

(C) Regional Directors: The Regional Directors shall oversee all Regional activities and serve in an advisory capacity to the Regional President.

Section 3. Compensation. Directors shall serve without compensation.

Section 4. Qualifications. Any General Member of the Association in good standing shall be eligible to serve as a Director or Chairman of the Board of Directors.

Section 5. Meetings.

(A) Directors shall meet at such time and place as the Directors shall determine but in no event shall the Directors meet less often than annually. A mid-year meeting of the Board may be scheduled in the fall. The Chairperson or any three Directors may call special meetings, and such meetings shall be held at the time, place and hour designated by the person or persons calling the meeting.

(B) Notice of the time and place of meetings shall be delivered to each Director personally or by mail at least ten (10) days prior to any such meeting.

(C) Nine (9) of sixteen (16) Directors shall constitute a quorum for the transaction of business.

(D) In the absence of a quorum, the Board shall transact no business except as otherwise expressly provided in these Bylaws, in the Articles of Incorporation, or by law and the only motion the Chair shall entertain is a motion to adjourn.

Section 6. Vacancies. The remaining Directors of the Board shall fill vacancies on the Board. The appointed board members shall serve the remainder of the term to which appointed.

Section 7. Number, Election and Length of Term.

(A) Number. The Board shall consist of a Chairperson and fifteen (15) additional Directors. There will be six (6) “At-Large” Directors consisting of the Chairman and five Directors from the General Membership. There will be ten Regional Directors comprised of senior leadership (CAPT/CDR) from the active duty rotary wing community representing each of five geographic areas described in Article XI.

(B) Election. A Nominating Committee, appointed by the Board, will present nominations for the Chairman of the Board to the Board when required. The Board will also nominate and appoint new Regional and At-Large Directors at the annual meeting. The incumbent director(s) from Region 2 (Washington Region) will nominate their own relief for approval by the Board. The Trustees will review all nominees and advise the Board on ratification.

(C) The term of office shall be two years and shall commence on the first business day following approval of the Board or when a turnover has been completed, whichever is later. The term shall end on the first business day following the election of the new Director or two (2) years hence from when successors turnover has been affected.

Section 8. Board of Directors Awards. Two Board of Directors Awards will be presented each year at the annual Symposium. Recipients for these awards will be selected by the Directors at the semi-annual meeting or, should there not be an official meeting convened, by mail nomination and vote in October of each year.

(A) Lifelong Service Award. This award is presented to the individual chosen by the Board of Directors for most significant lifelong contributions to vertical lift aircraft and/or operations.

(B) Service to NHA Award. This award is presented to the individual who, in the opinion of the Board of Directors, has contributed most significantly to achieving the goals of the Naval Helicopter Association.