1 Name

The name of the Association shall be the “Historic Aircraft Association”; hereinafter called the “Association”.

2 Objectives

a. Promotion of the restoration, preservation and operation of historic aircraft.

b. The promotion of safe flying of historic aircraft.

c. To promote and protect the Association members.

d. To work closely and in accord with all other fully constituted organisations in the UK, Europe and World Wide to advise on the establishment of aviation and other regulations in keeping with the historic nature of all types of historic aircraft and aviation artefacts.

e. To provide authoritative information to:

i. Owners

ii. Display organisers

iii. Those responsible for regulating the flying of historic aircraft.

iv. Provide a forum for discussing matters concerning the continued operation of historic aircraft.

f. To establish and maintain an authoritative electronic information system for the membership and for the historic aviation community.

3 Constitution

The Association is comprised of members as defined in rule 9. Except as provided by Rule 11 all fees, subscriptions and other payments to the Association shall be used for the purposes of the Association.

4 The Council

The Association shall be governed by a Council which shall consist of a maximum of 18 members.

5 Election and Appointments to the Council

a. Qualifying members

A full member of the Association may be elected or co-opted to the Council.

b. Nomination

Nominations of candidates for election or re-election to the Council must be received by the secretary not less than two calendar months before the Annual Meeting. Nominations must be signed by the proposer and seconder, who must be full members of the Association, and the candidate must indicate their willingness to serve.

c. Election

If the number of candidates nominated for the Council exceeds the number of vacancies, a postal ballot may take place. In the event of the number of candidates not exceeding the number of vacancies for election to the committee, the candidates so nominated will be deemed to be elected unopposed, subject to confirmation by a simple majority of members present at the General Meeting.

d. Term of Office

Council members shall serve for a maximum of 3 years. Individual terms of office shall be set at 1, 2 or 3 years so that one third of the Council retires each year. Except where they stand down before the expiry of their term of office, retiring members shall be eligible to stand for re-election.

e. Co-option

Casual vacancies occurring on the Council may be filled by the Council, but members so co-opted shall, pending formal election, only hold office until the next Annual Meeting. The maximum number of co-opted members shall be four.

6 Council meetings

a. Meetings

The Council shall meet on at least 4 occasions per calendar year. A special meeting may be summoned at any time by the chairman or deputy chairman or on requisition signed by one third of the members of the council, all of whom shall have attended the last council meeting.

b. Quorum

The quorum of the council shall be five members, one of whom must be the chairman or the deputy chairman or the chairman’s delegated representative. If a quorum is not present at the time nominated for the meeting, it shall be adjourned to a time and place to be determined by the chairman of the meeting, or his deputy.

c. Voting

Elected and co-opted council members shall each have one vote. In the case of an equality of votes at a meeting of the council, the chairman of the meeting shall have a second or casting vote.

d. Proxy voting

Members absent from a council meeting, or part thereof, may cast a proxy vote, provided that they have attended the previous meeting or the earlier part of the present meeting. Proxy voting instructions shall be in writing to the secretary of the meeting not less than 48 hours prior to the meeting.

e. Election & appointment of officers

The council shall elect from amongst its number the chairman and at least one deputy chairman, the secretary of the Association, and such other officers of the Association as it deems appropriate. The council may revise these elections and appointments at any time at their complete discretion.

f. Other attendees

The council may invite or require other members of the Association, or invite non-members, to attend and participate in council meetings. Such other persons attending shall have no voting rights.

7 Authority of the Council

a. Rules & regulations

The council shall have the power to propose the introduction and variation of such rules as it may think fit. Changes to the rules must be agreed at an Annual Meeting by not less than a simple majority of members of the Association present, before implementation.

b. Interpretation of the Rules & Regulations

Except where otherwise provided in these rules, the council shall be the sole authority as to the interpretation of the rules of the Association and for settling any disputes relating to the affairs of the Association and the conduct of members in relation thereto.

c. Policy

The council shall be solely responsible for all policy decisions and statements ofpolicy.

d. Association and Affiliation

The Association may associate with, affiliate to, or become a member of other associations, clubs, or bodies on such terms and subject to such agreements as the council may from time to time approve. Similarly, the council may allow other organisations or individuals to affiliate with the Association.

8 Sub-Committees & Working Groups

a. Appointment

The council may appoint sub-committees or Working Groups and may delegate to them such powers as it may think fit. Such sub-committees or Working Groups will be headed by a chairman appointed by the Council, and may include persons who are not members of the Council or the Association.

b. Reports

Sub-Committees or Working Groups shall report to the Council and their decisions shall be subject to confirmation by the Council.

c. Co-option

The Council may appoint additional members to, or fill vacancies on, any sub-committee or Working Group.

9. Membership & Affiliation

a. Membership classes and categories

i. Full Members

The Association shall have two classes of membership; full and honorary. Full members must complete an application form (Form HAA/01), sign to agree to be bound by the rules of the Association, and pay the first subscription. They will have the right to vote at Annual Meetings.

ii. Honorary Members

Honorary members are elected by the Council and may have their subscription waived by agreement. Honorary members do not have voting rights but otherwise they shall enjoy all the other rights and privileges of a full member.

b. Conditions

A member, on paying the appropriate subscription, thereby agrees to be governed by the rules and regulations of the Association for the time being in force and on that condition alone is enrolled to enjoy the advantages and privileges of membership of the Association.

c. Admission and re-admission to membership

i. Admission and re-admission to membership (except honorary membership) will normally be automatic annually on receipt of the appropriate subscription.

ii. The admission or re-admission of members shall be at the absolute discretion of the Council whose decision shall be final. No member shall participate in or receive any of the privileges or advantages of membership until the appropriate subscription has been paid.

iii. Members who allow their membership to lapse for more than three months shall be deemed to have resigned. Any subsequent application for renewal of membership may be considered as a new membership or may be back-dated at the discretion of the Council.

d. Other forms of membership

In addition to the members and affiliates referred to above the Council may accept other forms of membership and affiliation, subject to such terms and conditions as they may determine.

e. Overseas members

Overseas members are full members whose place of residence is outside the United Kingdom.

f. Corporate membership

Corporate membership shall be open to any commercial organisation that has an interest in historic aviation. Corporate membership shall be upon such terms and conditions as the Council shall decide.

10 Suspension and Expulsion

a. Conduct

In the event of any member conducting him or herself in such a way that the Council may consider prejudicial to the Association, the member may be called before the Council and failing an explanation satisfactory to the Council, may be cautioned, suspended, required to resign or be expelled as the Council, in their absolute discretion, may determine.

b. Dismissal from the Council

Any Council member who ceases to be a member of the Association shall immediately have their membership of the Council suspended pending review by the Council.

11 Subscriptions

a. Subscription Rates

Membership subscription rates for the various categories shall be determined by the Council. These rates may be varied by a simple majority of members attending an annual or extraordinary meeting in which case the rates so varied shall be fixed until the following Annual meeting.

b. Payment

All subscriptions shall be payable in full on application for admission to membership and annually thereafter on 31st March. If the membership is granted less than six months before the next annual subscription due date, then that first subscription shall be 50% of the full amount. Members joining after 1st December on any year shall receive free membership until 31st March of the following year (e.g. up to 16 months’ membership). If admission is refused, the subscription will be refunded.

12 Patron & Vice-Patrons

A patron and one or more vice-patrons, who need not be members of the Association, may be appointed by the Council, subject to confirmation at the next Annual meeting of the Association. The patron and vice-patrons may attend Council meetings if they wish but shall have no voting rights at such meetings, unless they are also Council members.

13 President and Vice President

A president and one or more vice-presidents may be appointed by the

Council, subject to confirmation at the next Annual meeting of the Association. The president must be a member of the Association and shall hold office for three years, but shall be eligible for re-appointment. The president will be deemed to be a member of Council, may attend Council meetings, and shall have voting rights. Vice presidents may attend Council meetings should they so wish, but shall have no voting rights at such meetings, unless they are also Council members.

14 Annual & Extraordinary Meetings

a. Annual Meeting

The Annual Meeting shall be held at such time and place as may be determined by the Council provided that the period between two meetings does not exceed fifteen months.

i. Notice convening the meeting

The notice convening the Annual meeting shall be dispatched to full members at least three calendar months prior to the date of the meeting and shall state the date, time and place of such meeting and give the closing dates for submission of notices of motion and nomination of candidates for election to the Council. The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.

ii. Notices of Motions

A notice of motion for the Annual meeting must be submitted to the secretary in writing, duly signed by the proposer and seconder, who must be full members of the Association. Notices of motion concerning amendments to the rules must be received not less than one calendar month before the meeting. Other notices of motion must be received not less than twenty-one days before the meeting. The Council shall consider proposals for amendments to the rules in advance of the Annual meeting and decide whether or not it supports the proposals.

iii. Agenda

The agenda for the Annual meeting shall be dispatched to full members at least seven days before the date of the meeting. Only matters included on the agenda for the meeting shall be discussed at the Annual meeting, save that proposals to amend notices of motion on the agenda may be taken at the meeting itself. The agenda shall be accompanied by confirmation of the date time and place of the meeting, a list of candidates for election proposed under Rule 5 and a list of any notices of motion concerning amendments to the Rules. The accidental omission to dispatch the agenda to or the non-receipt of the agenda by any person entitled to receive the agenda shall not invalidate the proceedings of that meeting.

iv. Accounts and Minutes

The audited accounts of the Association and the Annual meeting minutes for the preceding year will be available 7 days prior to the meeting and thereafter upon application to the secretary.

b. Extraordinary Meetings

An extraordinary meeting of the Association shall only be held by direction of the Council, or by written requisition to the secretary signed by at least 10 per cent of the full members of the Association. The requisition shall specify the motions or proposed resolutions for discussion at the meeting. When the requisition is made by a group of full members each shall print his/her name and membership number below his/her signature. Their signatures will be deemed to signify that they have seen the motions contained therein and are party to them. The meeting shall be held within eight weeks of receipt of such requisition. The business to be transacted at the meeting shall be listed on the agenda, and shall be limited to matters identified by the Council and those submitted in the requisition. Notice convening the meeting shall be dispatched to full members at least twentyone days prior to the date of the meeting and shall state the date, time, place and agenda of the meeting. The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.

c. Voting

At Annual meetings, motions shall normally be decided on show of hands by a simple majority of full members present. If a show of hands is inappropriate or is held and is deemed inconclusive, at the discretion of the chairman, or if demanded by five full members present, a poll shall be held of full members present. Proxy votes will not be accepted. The chairman of such meeting shall have a second or casting vote. Full members of the Association shall have one vote each. Decisions on motions concerning amendments to the rules shall be decided by the meeting as above except that, where the proposal is approved by the meeting but does not have the Council support, or it has Council support but is not approved by the meeting, the Council may order a ballot of the full membership to be held within two calendar months of the date of the Annual meeting. Both supporters and opposers of the proposal shall be given the opportunity to present their case and the result of the ballot, held under Rule 14 f, shall be binding on the Council and the Association.

d. Quorum

The quorum at an Annual meeting shall be 10 per cent of the full members of the Association eligible to vote, or twenty-five of those members whichever is the greater. If a quorum ceases to be present the meeting will continue subject to the chairman’s sole discretion. The absence of a quorum shall not invalidate the proceedings of the meeting.

e. Chairman

The chairman of an Annual meeting shall be the chairman of the Association or the deputy chairman, or the chairman’s delegated representative. If none of these is present, then the meeting will elect a chairman.

f. Ballots

i. A postal ballot shall be conducted under the administration of the Electoral Reform Society or, at the discretion of the Council, of another suitable body, person or persons. ii. Ballot papers shall be dispatched to every full member who, two calendar months before the specified closing date, was eligible to vote. The ballot papers shall be returned to the Electoral Reform Society, or such other body, person or persons as the Council may have chosen to administer the ballot, who will report the result to the Association chairman. Only votes cast by this method will be counted.

iii. The closing date for the ballot shall be given on the ballot paper.

g. Proxy Voting

Where a member is unable to attend a meeting but wishes to register their vote, they may appoint either the chairman, the secretary or another member to act as their proxy and vote in accordance with their wishes. Proxy votes must be received only on form HAA/02 by the secretary not less than twenty-four hours prior to the start of the meeting.

15 Minutes

Minutes shall be taken of all meetings of the Association, the Council and Working Groups. Such minutes shall be properly recorded and subsequently confirmed. The Council may publish any minutes on the Association website or by other means at the discretion of the Council for the benefit of the membership.

16 Liability

a. General

No member or associate shall purport to speak or act on behalf of the Association, or use the name or insignia of the Association, without the specific authority of the Council.

b. Financial

No member shall have power to enter into any contract, obligation or expense on behalf of the Association unless authorised by the Council and any member who does so shall be personally liable. Except as regards payment of entrance fees, subscription or other monies due under the rules, no members of any class in the Association nor the Council members shall be personally responsible for any authorised contract obligation or expense in connection with the Association.

c. Indemnity

Members of the Council or Working Groups, or other members of the Association performing duties authorised by the Council shall be entitled to be indemnified out of the assets of the Association against all losses or liabilities which they may sustain or incur in or about the execution of the duties of their office or otherwise in relation thereto, including any liability incurred by them in defending any proceedings whether civil or criminal in which judgement is given in their favour by the Court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association. The liability of the members is limited to the amount of their subscription.

d. Insurance

If the Association holds meetings, activities or events which require insurance cover, the Council will arrange such cover as recommended by its insurance advisers.

17 Association Assets

All assets of the Association will be managed for the members by a treasurer appointed by the Council. The establishment and maintenance of the Association Bank Account, naming the holding Bank, the mandate for signing cheques, the power to place funds on deposit, and other requirements of the Bank, will be as recommended by the treasurer, and then approved by the Council.

18 Funds

The Association may set up funds, separate from those operated by the Association, for specific purposes. Funds shall have written statements of their terms of reference which are authorised by the Council. Funds shall be administered by trustees who are Working Groups in accordance with rule 8. Reports on the accounts and activities of funds shall be presented at the Annual meeting of the Association. If these funds are to be run as per the Association’s funds, then similar provisions as in 17 above will be applied.

19 Remuneration of Council Members

Council members shall be entitled to such reasonable remuneration as the Council may determine, in respect of expenses incurred directly in execution of Association duties or activities. A Council member may not take part in a vote on their own remuneration.

20 Winding up

In the event of the Association being wound up, any assets or property shall be given or transferred to an institution or institutions having objects similar to the objects of this Association. Such other institution or institutions shall be determined by the members at or before the time of the dissolution. If effect cannot be given to the aforesaid provisions then the income and property shall be distributed to some charitable object as the Association may determine by ordinary resolution in an Annual meeting.

Revision Date: 20 July 2010