Bylaws of the Naval Helicopter Association, Inc

Article VII

Trustees

Section 1. Powers. Trustees shall act as an Advisory Board and are responsible for overseeing the accomplishment of the stated goals and programs of NHA Operations and the NHA Scholarship Fund.

Section 2. Duties. The Trustees are tasked with reviewing annual reports submitted at the annual Trustee meeting and making recommendations to the Board on any other topics designated by the Board.

Section 3. Compensation. Trustees shall serve without compensation.

Section 4. Qualifications. To qualify as a Trustee, a nominee must be a general member in good standing and have demonstrated an active interest in the Association and its goals.

Section 5. Meetings.

(A) Trustees shall meet at such time and place as requested by the Directors but in no event shall the Trustees meet less often than annually. A mid-year meeting of the Trustees may be scheduled in the fall.

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

(C) Twenty percent (20%) of the Trustee Members shall constitute a quorum for the transaction of Trustee business and, except otherwise provided by law or these by-laws, no business shall be transacted in the absence of a quorum.

Section 6. Number, Election and Length of Term.Trustees shall be appointed in perpetuity unless they become delinquent in their NHA dues for two (2) years or do not participate in the annual meetings for five (5) consecutive years. Nominations for Trustee membership may be made by any Trustee in good standing, but no Trustee shall be entitled to more than one nomination per year. The Board of Directors shall call (by letter) for nominations from all Trustee members at least ninety (90) days prior to the annual convention. Nominations must be returned to the Secretary at least forty-five (45) days prior to the convention. Each nomination submitted shall include the nominee’s name, address, rank, rate, title, or position (as appropriate), employment and a brief resume of experience and history. The Secretary shall summarize the nominations and send the Trustees a ballot with all of the names of the nominees. Trustees may vote for up to eight nominees and must return the ballot to the secretary prior to the stated deadline. A ballot committee appointed by the Nominating Chairperson shall count the returned ballots and present the results to the Chairperson who will in turn present the nominees receiving the highest number of votes (but not less than 20% of the votes cast) to the Trustees at the annual meeting for approval.

Section 7. Proxy. Proxy voting shall be allowed. Proxy votes must be delivered in writing to the Secretary in sufficient time to be counted in any vote.