AOPA’s bylaws are the foundational governance document of the Association. They establish how trustees are nominated and elected, how officers are chosen, how long they may serve, and how the Board accounts to the membership. In some areas, the current bylaws are outdated and lack the structure and transparency that today’s members reasonably expect.
Over the past several months, the Board of Trustees has reviewed the bylaws against modern nonprofit governance standards and the requirements of the New Jersey Nonprofit Corporation Act. The result is a focused set of amendments under consideration addressing trustee terms, the nomination process, and related governance practices. Each change is described in plain language below. A link to the full text of the current bylaws is available here.
This is a member-facing review. The Board will review all member input before finalizing the bylaw changes that will ultimately be voted on this Fall. As members, this is your opportunity to read the proposals and submit your feedback through the official member survey linked at the end of this document.
Seven changes are currently under consideration. Each is described below in the same order, and using the same descriptive language, as in the bylaw feedback survey.
Current language: The bylaws simply provide that: “The Board of Trustees shall designate a Nominating Committee of not less than two members.”
Change under consideration: Establish that the Nominating Committee should have not less than two trustees, and up to no more than one-third of the members of the Board of Trustees.
Current language: The bylaws simply provide that: “No person shall be a candidate for Trustee who has not been approved and recommended by the Nominating Committee.”
Change under consideration: Establish an open nominating process that gives members the opportunity to present or suggest candidates for the Board, including:
Current language: The bylaws simply provide that: “Each Trustee shall remain in office until he resigns or is retired at an election by the members.” There is no provision for term limits or a process for removing trustees from the Board before an election.
Change under consideration: Establish a Board that operates on staggered terms, with term limits, and where trustees can be removed for cause.
Current language: The bylaws simply provide that: “All corporate powers shall be exercised under the authority of, and the business and affairs of this corporation shall be controlled by a Board of not less than three Trustees.” No maximum number of trustees is provided by the bylaws.
Change under consideration: Establish that the Board of Trustees shall have no less than three and no more than thirteen (13) Trustees.
Current language: The bylaws simply provide that: “All Trustees must be members.” The bylaws do not currently provide any qualifications for service on the Board.
Change under consideration: The change would establish trustee qualification criteria for consideration by the Nominating Committee to include, among other things, persons who are or have recently been active general aviation pilots, who own or have owned or leased general aviation aircraft, who will commit to participate in Board committees and public aviation events, and who have subject matter expertise in at least one area of need for AOPA such as, for example, finance and accounting; marketing and social media, government affairs and regulations, and aviation safety.
Justification for change: AOPA’s work on behalf of general aviation increasingly involves complex regulatory, legislative, and policy matters. Ensuring that the Board includes members with relevant expertise in different areas strengthens the Board’s oversight regarding AOPA’s ability to advocate effectively for its members and navigate an evolving regulatory landscape.
Current language: The bylaws simply provide that: “The officers of the corporation shall be a Chairman of the Board ….” There are no requirements for a trustee to serve as Chair, or term limits for this officer position.
Change under consideration: The change establishes a leadership development pathway for the Chairman of the Board — the most consequential volunteer position in the Association. Specifically, to be considered for Chairman, an individual must have served on the Board of Trustees for at least three consecutive years (with the third year being the most recent year prior to the election) and must have served as a Board Committee Chair of any committee for at least one year. Also, no person may serve as Chairman of the Board for more than 6 consecutive years, unless extraordinary circumstances apply and a majority of the Board supports an additional term of service for the trustee serving as Chairman.
Current language: The bylaws simply provide that: “Every member entitled to vote may do so either in person or by written proxy filed with the Secretary of the corporation….” The bylaws do not have a deadline for the submission of proxies to be counted at an election.
Change under consideration: The change under consideration would establish a deadline for the submission of proxies before the annual meeting, requiring that all proxies be submitted in writing to the Secretary no later than the last day of the calendar month before the annual membership meeting.
The AOPA Board of Trustees wants to hear from you before any of these changes are brought to a vote. Please take a few minutes to review the proposals above and share your feedback through the bylaw feedback survey.