Statuts

Articles of Association
European Mooney Pilots and Owners Association
Version: June 27, 2019

Name, registered office and purpose

§1 Name

Formed under the name “European Mooney Pilots and Owners Association” (EMPOA) is an association within the meaning of Articles 60 et seqq. of the Swiss Civil Code (ZGB).

§2 Registered office

The registered office is located at the domicile of the commercial management.

§3 Purpose
The association exclusively and directly pursues charitable purposes. The association does not act to make a profit. It does not primarily pursue its own financial purposes. The association’s resources may be used only for the purposes specified in the Articles of Association. The members receive no financial benefits from the association's resources. The association may not provide a benefit for any person by means of expenditures unrelated to the purpose of association or disproportionately high remuneration.

The purpose is realized, in particular, by

• Bringing together and supporting Mooney pilots and owners
• Representing the common interests of Mooney pilots and owners
• Providing basic and advanced technical and flight training for pilots and owners

 

Association structure

§4 Governing bodies

The governing bodies of the association are:

• General meeting
• Board of directors
• Auditors
• Advisory boards

§5 General meeting

The supreme governing body of the association is the general meeting. It has the following powers:

1. Approval of the annual report and accounting
2. Approval of the actions of the board of directors
3. Election of the board of directors and the auditors
4. Setting of membership dues
5. Amendment of the Articles of Association
6. Expulsion of members
7. Awarding of honorary membership
8. Dissolution of the association

The general meeting is to be convened at least once a year and ideally held within the first nine months of the association year. The board of directors is obligated to convene an extraordinary meeting of the members if at least one-fifth of the members request one in writing, indicating the reasons for same.

The ordinary and extraordinary general meeting/meeting of the members is convened, with indication of the agenda, by the board of directors through written invitation sent to all members or through publication on the association's website (www.empoa.eu) at least 30 days in advance. No other documents are necessary for the invitation.

The meeting is chaired by the president or another member of the board of directors. Motions that are to be placed on the agenda must be received by the business office at least 14 days prior to the association meeting.

Every properly convened general meeting has a quorum. Minutes are to be taken at each meeting. The minutes are to be signed by the secretary and at least one member of the board of directors and may be viewed by every member. Each member possesses one vote at the general meeting.

A simple majority of the attending members is required to adopt resolutions, unless the Articles of Association specify otherwise. Voting by proxy is not possible. In the case of a tie, the president has the casting vote.

Elections are to be held openly, unless the general meeting resolves otherwise.

An amendment of the Articles of Association can be adopted only at an ordinary meeting of the members with a three-fourths majority of the attending members. However, minimum attendance of seven members is required.

§6 Board of directors

The board of directors consists of five regular members:

• a president
• a vice-president
• a treasurer
• a spokesperson
• a technical director

Every regular or honorary member of the association can become a member of the board of directors if he or she has reached the age of 18. One person may not hold multiple offices on the board of directors. The term of office is two years, with reelection possible. The office of member of the board of directors lapses upon loss of membership. The members of the board of directors may be dismissed at any time by majority resolution of the general meeting.

The board of directors manages all of the association's affairs that are not reserved for the association meeting. It is self-constituting.

The board of directors represents the association in dealing with third parties. To be legally binding, documents must be signed by the president or vice-president and one other member of the board of directors.

The board of directors appoints a business office to handle administrative tasks within the scope of the bylaws.

If one or more members of the board of directors prematurely exit their office, the meeting of the members elects a respective successor at the next ordinary meeting of the members. If the next ordinary meeting of the members does not take place within six months following the exit, an extraordinary meeting of the members is to be convened. The members of the board of directors continue to manage the business until the election of a successor; in the case of the exit of the president, the vice-president assumes his or her responsibilities. The term of office of members of the board of directors elected outside the usual cycle ends with the expiration of the regular term of office. The quorum of the board of directors is not affected by the exit of individual members. The board of directors decides by a simple majority of votes. In the event of a tie, the president casts the deciding vote. Minutes are to be prepared of the resolutions of the board of directors.

The treasurer is responsible for properly managing the association’s accounting records, as well as for performing all activities related thereto. The treasurer is bound by the instructions of the board of directors. The treasurer makes his or her treasury report known at the ordinary meeting of the members. The books are audited by the two auditors elected by the meeting of the members.

If the treasurer leaves office during his or her term of office as a result of death, resignation or some other reason, the meeting of the members elects a successor at the next ordinary meeting of the members. If the next ordinary meeting of the members does not take place within six months following the exit, an extraordinary meeting of the members is to be convened. The members of the board of directors continue to manage the business until the election of a successor.

§7 Auditors

The auditors consist of two persons who are not members of the board of directors. A legal entity (e.g. a trust company) may also be appointed auditor.

The auditors submit the audit report to the general meeting. They may make spot checks of the association’s accounting records during the year.

The auditors are elected in the same cycle as the board of directors. Reelection is permissible.

§8 Advisory boards

The board of directors may establish advisory boards to assist it with its work. The appointment/dismissal of advisors is handled by the board of directors and is limited to the term of office of the board of directors. Advisors take part in meetings of the board of directors with an advisory vote.

Membership

§9 Membership categories

The association distinguishes between the following membership categories:

• Regular members
• Sponsor members
• Honorary members

§10 Admission

Any natural person may be admitted as a regular member. Legal entities may be admitted only as sponsor members. Admission is determined by the board of directors after submission of a declaration of joining. It may be refused without providing reasons. Members may join at any time.

Honorary members are elected by the general meeting at the proposal of the board of directors. Honorary membership is awarded to persons who have made a special contribution toward the association purpose through their commitment.

§11 Dues

The amount of the membership dues is set by the general meeting and published in a schedule of fees. The membership dues are payable in full at the start of the association year, irrespective of the date of joining.

At the application of members who, because of their financial situation, are not capable of paying the full dues, the board of directors is authorized to partly or wholly waive them or defer them for a certain period of time.

Honorary members are exempt from all membership dues.

In addition to dues, donations may be made to the association, with the donor able to specify in detail how they are to be used within the purposes set forth in the Articles of Association.

§12 Termination of membership

The membership of natural persons in every case ends with death.

Separation from the association may take place at the end of a calendar year with four weeks’ notice of termination. Separation takes place through a written separation declaration (letter, fax, email) sent to the board of directors.

A member may be expelled from the association if he or she damages the interests of the association or persistently disrupts association life. If a member is more than one year in arrears with payment, the board of directors can, after fruitless payment reminder, order the end of the membership through unanimous resolution.

Prior to expulsion, the member may apply to be heard by the board of directors.

Separating members are obligated to pay current and outstanding dues.

Separated or expelled members do not have a claim to association assets under any circumstances.

§13 Liability

Solely the association assets are liable for claims against the association.

The board of directors, particularly the treasurer, is liable to the association only for willful misconduct or gross negligence.

The members are liable to the association only up to the amount of the annual dues adopted by the general meeting. Any further liability is excluded.

In the case of events, insurance is a matter for the participants.

§14 Resources
For the purpose of pursuing the association purpose, the association has at its disposal the dues of the members as well as donations and income of any kind.

Upon written request, the board of directors may reimburse individual members for the documented expenses they incur in connection with their activities for the association. In this regard, attention must be paid to proportionality.

§15 Dissolution

The dissolution of the association may be resolved only at a general meeting with a majority of three-fourths of the votes cast.

If the association is dissolved, the general meeting decides on the use of any liquidation proceeds. The winding-up is carried out by the board of directors as liquidator, unless the meeting of the members resolves otherwise.

 

Final provisions

§16 Association year

The association year corresponds to the calendar year.

§17 Entry into effect

The Articles of Association were accepted at the ordinary foundational meeting of April 3, 2009 and entered into effect. An ordinary amendment took place at the general meeting of June 17, 2019.

 

Financial and Treasury Regulations
European Mooney Pilots and Owners Association

Version: 29. März 2009

§1 Form requirements

The financial year is the calendar year.

Costs may be signed for by the treasurer and the president, in each case alone, or by a person appointed in writing for this task. The treasurer has a veto right for expenditures that temporarily jeopardize the association's liquidity.

§2 Documentation of income and expenditures

As a rule, income and expenditures are to be documented through original receipts. The purpose, the amount and the recipient or sender must be apparent. Receipts for which the payment reason is not readily apparent must be explained in writing.

If, with special justification, original receipts of third parties cannot be submitted, substitute receipts are permissible by way of exception if they otherwise meet the requirements of the Financial and Treasury Regulations.

§3 Responsibilities of the treasurer

The treasurer manages the association’s financial transactions on behalf of the board of directors.

In addition to the responsibilities specified in the Articles of Association, the treasurer is required to

• report regularly to the board of directors on the association's financial condition,
• collect membership dues and manage the payment reminder system,
• issue (donation) receipts,
• manage all of the association’s cash flows,
• assist the auditors in the exercise of their office and provide them with necessary information,
• submit to the meeting of the members a statement of accounts concerning his or her term of office at the end of the term of office or in the case of premature resignation or other exit from office, and
• prepare a balancing of cash on hand and bank accounts as at the end of the calendar year, as well as documents necessary for the scheduled review of the taxable or charitable status, so that the succeeding treasurer can resort to it.

§4 Rights and obligations of the auditors

The two auditors audit the association's treasury on an annual basis. The audit also covers a review of the appropriate use of association resources pursuant to the Articles of Association.

The auditors check whether the required receipts are available for all income and expenditures and whether cash and bank account balances agree with the entries in the books.

The auditors must notify the meeting of the members if in the course of their audit they discovered irregularities or gross violations of the Financial and Treasury Regulations or the Articles of Association.

§5 Amendment of the Financial and Treasury Regulations

Amendments of the Financial and Treasury Regulations are made analogous to the requirements of the Articles of Association.

§6 Entry into effect

The Financial and Treasury Regulations become valid upon entry into effect of the Articles of Association.

 

Annex

Organisation and definitions concerning tours, travels and trips within the association

Board decision 01/2017

Binding document as attachmennt to the statutes of EMPOA

Preface:

Tours, travels and trips are an important part of flying with our Mooneys. Our speedmachines are designed to conquer long distance and carry us to new places where we meet old friends and form new friendships. Therefore, tours, travels and trips merit the special attention and support of all members and the board. The board of EMPOA has therefore decided on the following rules and definitions in order to facilitate the future planning and execution of tours, travels and trips and make them transparent for every member. We would like to stress that we have done this in the firm belief that every involvement of members in regards to tours, travels and trips is worth the support of and will therefore enjoy special attention by the board.

Definitions:

In this document we distinguish between three different kinds of tours, travels and trips who are being planned and executed in different ways:

• Mooney-weekens (formerly „Fastflyer Meetings“)
• EMPOA club travels
• Privately organised travels for members based on the initiative of certain members of EMPOA (including professionally organised travels)

Mooney-weekends (formerly “Fastflyer Meetings”) are normally shorter (up to three days/two nights) trips, that are being organised by one or more EMPOA members. The board of EMPOA is (if at all) involved to a minimum only, but will be providing communications support via newsletters and/or publication on the website of the club if requested to do so. The weekends are being paid by the members themselves, hotel nights and reservations shall be organised by the participants in order to keep the work for the organisers at an acceptable level. If the organiser of a weekend is being faced with extraordinary expenditures (e. g. cancellations on a last minute basis due to weather), he may approach the board of the club after the event. The board will then conduct a benevolent check and redeem those expenditures on a voluntary basis.

EMPOA club travels are longer (minimum four days/three nights) travels, that can be organised up to three times per year. Those travels will be organised on the name and account of the club and payments shall be done via the accounts of the club. One member of the club shall serve as responsible point of contact to the board and the members for the organisation of each such travel. The responsible member is entitled to claim with the board upon request his proven expenditures that he/she has incurred whilst preparing such a travel. The claim shall be limited to: aircraft fuel for up to ten flight hours, a rental car of the compact/economy class and hotel costs (up to a maximum of 100 € per night) for up to four nights.

Members who would like to plan such a club travel shall get in touch with the board minimum four weeks in advance of any preparatory trip. It is recommended that such a travel is organised with a lead time of minimum six months in advance in order to ensure the relevant communications to the members and allow for a large participation. The organiser is responsible for preparing a realistic financial calculation in form of a package. He will also organise the relevant reservations and bookings and will serve as point of contact and guide for members during such a travel. The financial risk of such a travel will rest with EMPOA. The member organising such a trip shall participate during the event.

In case that the allotment of three club travels per year is exhausted, any interested organiser will be informed accordingly and get priority fort he following year if requested. The calculated prices of the organising member are to be paid and will not be reimbursed if participating members decide not to take part. Return payments are possible only in case that companies (hotels, restaurants etc.) do give discounts that were not taken into account beforehand.

Privately organised travels for EMPOA members are all other kinds of tours, travels and trips with some relation to aviation that may be of interest ot members. This may reach from simple restaurant reservations to longer trips and overseas travels. The board of EMPOA is not involved in those travels and the club’s accounts shall not be touched. EMPOA does however support such initiatives by publishing them free of charge on its website and sending out newsletters on behalf of the organising member if requested. Any possible contractual obligations from such travels do – if at all – exist only between organiser and interested participant.

Decided by the board of the European Mooney Pilots and Owners Association, 21st October 2017

David Kromka – Philippe Coffinet – Lothar Lucks