Rocky Mountain Soaring By Laws
Rev April 20. 2026
The following Bylaws have been enacted to establish principles of conduct consistent with the rights of the RMS and its members. All statutes, regulations or amendments contained herein shall be considered legal and binding.
Article One — General
Section 1
The name of this organization shall be ROCKY MOUNTAIN SOARING LLC (Owner’s group, Group or Association) with its principal office in the state of Utah, at the residence of the then existing Treasurer of the Group or other address approved by the Board.
Section 2
If there is a conflict between a provision of these Bylaws and a mandatory provision of the Articles of Incorporation of the Association, or a mandatory provision of the laws of the State of Utah, the mandatory provision(s) of the laws of the State of Utah or of the Articles of Incorporation shall control.
Section 3
Purposes. The purpose of this Association shall be to provide social and recreational flying facilities and opportunities for its members on a nonprofit basis and to encourage and support training and interest in soaring for its members. It shall also be the aim of this Association to promote gliding and soaring locally and nationally with an emphasis on obtaining soaring skills suitable for cross country, record and racing. Aircraft obtained by the Group should have 40-1 or better performance.
Article Two — Membership
Section 1
Membership in the Association is a purchase of $35,000.00 usd and members have an equity share based on the appraised or post sale of the aircraft and equipment held by the LLC prorated as per member share.
Section 2
Membership. The Board of Directors shall establish an application process for members. New members except shall be admitted to the Association upon the affirmative vote of at least a majority vote of the Board of Directors. All members must also be current members of the Soaring Society of America in good standing.
Section 3
Full Members. Full Members are entitled to vote on Association matters, hold office, participate in dissolution of the Association, and have unrestricted use of Association equipment as regulated by Bylaws and Flight Rules of the Association. Full Members shall pay dues, maintenance expenses, insurance and other approved expenses based on the total shares outstanding and as determined by the Board of Directors and upon joining shall pay an initiation fee which shall be established by the Board of Directors.
Selling a Membership:
Membership has an equity value. Sell of a membership is additionally outlined in the RMS LLC organizational documents. The sale of a membership will be the price of a new membership to the next owner. The Secretary will actively post and inform prospective owners of the availability to join the group. RMS is seeking new membership, they will use the latest means of posting availability, ie. Wings and wheels web site or similar. This is the typical source for new members.
Member Direct Contact:
If the member is a “sole source contact” made to an existing member wishing to buy their share, then as long as the members approve the new member, the member can sell their share to that person for the current full share price. Approval means the new member is a rated pilot and/or person seeking a rating and has been given a flight review by an approved CFIG. The CFIG will evaluate the skill sets and competence of the new potential member. If they are safe, trainable and competent, then they can join the group, and the member can sell their share outside the seniority schedule.
Sole source means that this person has been resourced by the member without the initial knowledge of any RMS advertising or initial contact with other members of RMS.
Section 4
Instructors: Any current and qualified CFIG can be used for training and/or instruction. Cross country and aircraft model specific training should be done with instructor with that specific experience. Insurance companies and/or RMS might dictate the requirements. Initial approval into the group must be done with an RMS approved instructor.
Section 5
Rules. Participation in all Association activities and use of all Association equipment shall be subject to such rules and regulations provided in the Association Bylaws and Flight Operating Rules. Prior to using any Association equipment all members must sign a release of claims against the Association. All passengers must sign a release of liability. Failure to do so by the member/pilot will make the member 100% liable for any and all damages/suites that result for that flight.
Section 6
Minors. A minor must have the written consent of his or her parents or guardian to be approved as a member in the Association, and the parents or guardian and the minor must sign the Association’s release of claims before flying in Association equipment.
Section 7
Good Standing. Members shall be considered in good standing during a given period if they have no late or delinquent outstanding payments to the club. If any member is not current, they do not have the right to operate any of the aircraft.
Article Three — Meetings
Section 1
Annual Meeting:
● One annual meeting of the members shall be held each year at a time and place to be determined by the Board of Directors, for the purpose of reviewing the reports of the Association, for the review of candidates for Officers for the following year and for such other business as may properly be presented.
● Notice of the annual meeting shall be sent (electronically or by regular mail) to all members not less than fifteen (15) days before the meeting. The Notice shall set forth the time, place and agenda of such meeting. Zoom meetings or any other means where communications can be addressed is approved.
Section 2
Other Meetings. Other meetings may be held as scheduled by the Board of Directors.
Section 3
Special Meetings:
● Special meetings of the members may be called at the discretion of the President, or a majority of the Directors, or by written petition of at least one-fourth (1/4) of the Members. It shall be the duty of the Secretary to call such meetings within ten (10) days after such demand.
● No business other than specified in the notice of the meeting will be transacted at any special meeting of the Association. Additional items to be address for future meeting can be placed the items to be discussed for the next meeting
● New members can be addressed at any time.
● If all Full and Associate Members shall be present at any meeting, any business may be transacted without previous notice.
Section 4
Quorum. The presence in person or by written proxy of a majority of the Members of the Association is necessary to constitute a quorum at each annual or special meeting. In the event that a quorum is not present at any meeting, the members present may adjourn the meeting to a later date not less than seven (7) days thence and give notice thereof to all members. At the subsequent meeting, the presence of members holding in excess of thirty (30) percent, including written proxies, of the total votes of the Membership shall constitute a quorum for the transaction of Association business. In the event that a quorum is not present at the subsequent meeting, the members of the quorum present may adjourn the meeting to a later date not less than seven (7) days thence, and give notice thereof to all members. The members holding voting rights present at the second subsequent meeting shall constitute a quorum for the transaction of Association business.
Article Four — Voting
Each Member in good standing is entitled to one vote. Each such member in good standing may designate any other Member as proxy provided written authorization shall be dated and shall be valid for only one meeting. A majority vote of the members holding voting rights (including by proxy) is controlling unless otherwise specified in these Bylaws. Voting on Officers or other business may occur during a membership meeting or at other times. Votes may be collected at meetings, by mail ballot, by email ballot (from the member’s email address on file), or by electronic voting method with a means to verify member identity.
Article Five– Board of Directors
Section 1
The Board of Directors shall be composed of six (6) elected members. In each annual election the Members shall elect Directors for a term of one (1) year to fill each expiring term. Seats 1, 3 and 5 expire on odd years, and seats 2, 4, and 6 expire on even years. When seat numbers are not established or unknown, they shall be established by drawing lots. In the event there are less than 6 members, members can hold more than one office to operate the club. When voting, only one vote per membership share.
Section 2
A. Election. The annual election of Directors will occur at a time close to the annual meeting, no later than May 31.
B. Nominations. Nominations will be requested from Association members holding voting rights (voting members) at least seven (7) days before the election. The Board of Directors may establish a process for gathering and reviewing nominations. Nominations shall be open until 24 hours before voting starts, or until the call for nominations is closed at an in-person meeting.
C. Voting. Election is by ranked choice voting. Each voting member may rank up to six (6) candidates. If not held in a meeting, the election will be open at least four (4) days. A majority of voting members must vote for an election to be valid. The number of nominees equaling the number of open Board seats ranked highest comprise the new Board of Directors effective when the election closes. Voting can also be conducted in the AGM (annual general meeting) when there are 6 or less members.
Section 3
Duties and Powers:
● The government of the Corporation shall be vested in the Board of Directors, who shall have the power to make all necessary contracts, to borrow money, to secure the same by mortgage, or deed of trust to the property of the Corporation, and as evidence of the indebtedness secured by such mortgage or deed of trust, to issue bonds therefore, to pay and discharge all debts, and do all matters and things necessary, or incident to, or in aid of, the carrying out of the aim and purpose of the Corporation; and they shall have the charge and control of all its property, and may levy assessments upon the members in the manner and subject to such rules, regulations and restrictions provided in the Bylaws. Board of Directors may also enter into lease agreements for the group to acquire additional aircraft or equipment needed by the group.
● Any assessment recommended by the Board of Directors must be approved by a three-fourths (3/4) vote of membership holding voting privileges or a majority before becoming effective.
● Any decision of the Board of Directors may be repealed by an affirmative vote of three-fourths (3/4) of the membership or a majority, holding voting privileges.
Section 4
Meetings:
● Regular meetings of the Board of Directors shall be called at a time and place to be determined by the President.
● Special meetings of the Board of Directors shall be called at any time on the order of the President or on the order of two (2) Directors.
● Notice of special meetings of the Board of Directors, stating the time and in general terms the purpose, shall be sent electronically or by mail or personally delivered to each Director no later than the day preceding the day appointed for the meeting.
● If all Directors shall be present at any meetings, any business may be transacted without previous notice.
● Four (4) Directors shall constitute a quorum of the Board at all meetings and the affirmative vote of at least four (4) Directors shall be necessary to pass any resolution or authorize any act of the Corporation.
Section 5
Action by Directors without a Meeting. Any action required to be taken at a meeting of the Directors or any action which may be taken at a meeting of the Directors may be taken without a meeting if consent, setting forth the action so taken, is made by a majority of the Directors by written or electronic means. This consent shall have the same force and effect as a vote taken at a meeting.
Section 6
Vacancies. Any vacancy in the Board of Directors occurring before an annual election may be filled for the time until the next annual election by a majority vote of the remaining Directors. This does not change the expiration year of the board seat. An exception to this rule shall be that in the event of three (3) or more vacancies in the Board of Directors occurring at any one time, they shall be filled by vote of the members by methods specified in Article 4.
Section 7
Standing Rules:
● Each member of the Board of Directors shall serve without compensation or reward, except as otherwise provided in these Bylaws.
● No officer, nor any member of the Board of Directors shall be interested either directly or indirectly in any contract relating to the operations conducted by the Association, without unanimous approval of all Directors.
● The Board of Directors shall cause to be kept a complete record of all its acts and proceedings of its meetings, showing in detail the condition of the affairs of the Corporation.
Article Six — Officers
Section 1
General. The officers of the Association shall be a President and a Vice President, who shall at all times be members of the Board, a Secretary, a Treasurer, a Maintenance Chairman, a Safety Officer, a Chief Flight Instructor and such other officers as the Board may from time to time create by resolution.
Section 2
Appointment of Officers. Each officer of this Association shall be appointed by a majority vote of the Board at the first Board meeting after the Board elections, and as needed until the next Board election
Section 3
Term. Officers shall hold office until their successors are appointed or they resign.
Article Seven — President
Section 1
The President is the chief executive officer of the Corporation.
Section 2
The President shall preside at all membership meetings, and at all meetings of the Board of Directors.
Section 3
The President shall appoint all committees with the approval of the Board of Directors. He or she shall be an ex-officio member of all committees.
Section 4
The President shall sign and execute all contracts in the name of the Corporation when so authorized to do so by the Board of Directors; and he or she shall have general supervision over the management of all affairs of the Association.
Article Eight — Vice-President
Section 1
The Vice-President shall be vested with all the powers and shall perform the duties of the President in case of the absence or disability of the President.
Article Nine — Secretary
Section 1
The Secretary shall perform all duties incident to the office of the Secretary, subject to the control of the Board of Directors, including: He or she shall keep the minutes of all proceedings of the members and of the Board of Directors; He or she shall attend to the giving and serving of notice of all meetings of the members and of the Board of Directors; He or she shall keep proper records showing the name of each member of the Corporation, the Bylaws, and such other records and papers as the Board of Directors may direct; He or she shall execute with the President, in the name of the Corporation, all certificates of membership, contracts and instruments which have been first approved by the Board of Directors.
The Secretary is responsible for the filing of all FAA required documentation and arrangement of annual/condition inspection.
The Secretary will use the latest means of posting membership availability, ie. Wings and wheels web site or similar. They will field all inquiries to membership and assist in providing information and demonstration flight to qualified potential members.
RMS does not hold out to the public for glider rides and/or training. Training/check outs can only be done for members of RMS.
Article Ten– Treasurer
Section 1
The Treasurer shall perform all duties incident to the Office of the Treasurer, subject to the control of the Board of Directors, including: He or she shall execute in the name of the Corporation payments for expenditures authorized by the Board of Directors; He or she shall receive and deposit funds of the Corporation in the bank(s) selected by the Board of Directors. He or she shall account for all receipts, disbursements and balance on hand. Under the direction of the President and with the knowledge of the Treasurer, other Directors or outside professionals may issue payments for expenditures, and other members may make deposits.
Section 2
The Treasurer, together with the President, shall prepare the annual budget and submit it to the Board of Directors for their approval.
Article Eleven– Safety Officer/Chief CFIG
Section 1
The Safety Officer will supervise flying activities and has the authority to ground the equipment or personnel when he or she feels that the operation of the equipment, or any individual, would act to the detriment of the Association’s interests. He or she may restrict the operation of the equipment for particular fields, and disallow the operation of the equipment for particular flight plans. The grounding of any member shall be reviewed by the Board of Directors.
Section 2
The Safety Officer shall make a detailed report to the Board of Directors of any accident involving Association property. This report shall recommend any action required.
Article Twelve — Maintenance Chairman
Section 1
The Maintenance Chairman shall have the duty to see that the Association’s equipment is properly maintained at all times, and that the maintenance complies with the regulations set forth by the Federal Aviation Administration.
Section 2
The Maintenance Chairman shall be responsible for coordinating all maintenance work, for supervising general preventative maintenance, and shall notify the Board of Directors as to the operational status of the equipment. The Maintenance Chairman may authorize any repairs with approval of the Board of Directors.
Article Thirteen — Committees
Section 1
The Board of Directors may establish such committees as it deems necessary to assist in carrying out the duties of the Board and other Association activities. The members of each committee shall be appointed by the Board of Directors. The Board of Directors shall provide general objectives and guidelines for each committee established.
Article Fourteen — Indemnification of Directors and Officers
Section 1
In order for the Utah Soaring Association to function as a Utah Corporation and fulfill its duties, it is necessary to have directors and officers. These directors and officers are elected and appointed as provided for herein. Association directors and officers perform their required jobs and functions without assuming any liability for any accident or injury that may result from any use of Association equipment and by Association members. Said officers should not assume any personal liabilities for any suits, court actions, debts, or any other financial obligation arising out of the operation and use of Utah Soaring Association equipment. The Association shall indemnify each director, officer, employee and volunteer of the corporation to the fullest extent permissible under the laws of the State of Utah, and may in its discretion purchase insurance insuring its obligations hereunder or otherwise protecting the persons intended to be protected by this Section.
Section 2
Each person who is or has been a director or officer of this Association, shall be indemnified by the Association against expenses, including attorneys’ fees necessarily incurred by such person in connection with the defense or settlement of any action, suit, or proceeding to which he or she is a party, alone or together with others, by reason of his being or having been a director or officer of this Association.
Section 3
Each such person shall also be reimbursed by the Association for any amounts paid by such person in satisfaction of any judgment or settlement in connection with any such action, suit, or proceedings.
Section 4
The foregoing right of indemnification shall be in addition to any other rights to which such person may be entitled as a matter of law.
Article Fifteen — Suspension, Expulsion, and Removal from Office
Section 1
A member may be removed from office, suspended for a period, or expelled from membership for cause, such as violation of any of these Bylaws, Flight Operating Rules, or other rules of the Association, or if they no longer are a member in good standing or for conduct prejudicial to the best interest of the Association. Such removal, suspension, or expulsion shall require a simple majority vote of the Board of Directors, provided that a statement of the charges be included in the notice of the Meeting of the Board of Directors, and that the Member will have the opportunity to present a defense at the Meeting.
Section 2
Any Member may have their flying privileges temporarily suspended immediately by agreement of any CFIG member and one Association officer, or by the Safety Officer in accordance with Article Ten Section 2. This suspension will remain in effect until the next scheduled Board of Directors meeting where it will be voted on by the Board of Directors as outlined in section 1 above. Immediate suspension of flying privileges can only be enacted out of concerns for the safety of the Member involved, or the safety of the Association members and the concern for the integrity of club equipment.
Article Sixteen — Finances
Section 1
The Board of Directors shall establish a schedule of dues and fees that shall be sufficient to pay the Association expenses and to maintain the value of the Association’s assets. Dues and initiation fees for all classes of membership shall be established and approved by a majority vote of the Board of Directors on an annual basis. The Board of Directors may also establish fees for usage of aircraft and other services. The Board of Directors shall also establish the terms and billing processes for dues and fees, including but not limited to penalties for late payments.
Typical Expenses est:
1. Insurance $7500.00 per aircraft if average price value is $140K for group insurance, apx $4800.00 if named pilots (5 or less members).
2. Annual/Condition inspections $500-$1000 w/o maintenance
3. Storage of trailers $50.00 month
4. Ramp tie downs TBD $25-125 month
5. Cleaning supplies
6. Parachute repacking $200 each chute 1-2x a year
7. General maintenance: $140-200. Hour contracted
8. Shop space needed for annual and maintenance: $150-400 per day depending on work required and other.
9. Storage of misc documents, battery and other: ???
10. LLC filings for N505KK apx $600.00 yr
Section 2
Any member who fails to pay his or her dues, or any sum owed to RMS, after said sum is due, shall be considered a delinquent member and shall be suspended automatically from the operation of all RMS equipment. When a delinquent member fails to pay his or her dues, to pay any sum owed to the Association, or to make appropriate arrangements with the Board of Directors for payment thereof, within ninety (90) days after the date due, the member shall automatically be considered as indicating his or her intention to withdraw. (????)
Section 3
The fiscal year shall be from January 1st to December 31st. The Board of Directors may establish different dates for the annual membership dues cycle (when flight privileges begin and end for members in good standing).
Section 4
Annually, between the annual meeting and beginning of the calendar year, the books and accounts shall be audited by a special auditing committee of two (2), appointed by the President with the advice and consent of the Directors. The Board of Directors, by a majority vote, may cause an independent audit to be made by an outside auditing firm at any time when in their judgment it is deemed advisable.
Section 5
The net savings or surplus remaining after all operating costs and other expenses have been paid shall remain in the Association’s treasury for the maintenance, purchase of any equipment, for contingencies, or for the purpose of reducing dues, as shall be determined by the Board of Directors. The net savings in any event shall not be distributed to the members for their individual use.
Section 6
The Corporation will carry adequate insurance on all Association aircraft against ground and flight damage or the Board shall establish an insurance fund and funding plan to address possible costs associated with loss or damage to equipment. The Corporation will carry adequate liability insurance to protect the Association and its members against suit by third parties or another member of the Association. The Board of Directors may obtain other insurance as deemed prudent or necessary and may require any member(s) to carry insurance to cover damage to Association property.
Initiate insurance. Members required to carry non-owned aircraft insurance (as described here) while handling or operating Association gliders: 1) Introductory members, 2) Limited members who are not club instructors and 3) those Associate, Full or Family members who have not yet paid at least 5 years of full-season Associate or Full member dues. The policy can be month-to-month. The policy will name the Association as additional insured in the event Association gliders are damaged by any activity of the member. The board determines the amount of required coverage each season and checks compliance before these members handle or operate Association gliders.
Damage assessments. Any member(s) engaged in any activity that damages Association property shall be assessed (jointly) as below, unless the Board votes to reduce the assessment or exempt a participant from an assessment. Mitigating factors such as mechanical failure from cumulative wear may be considered.
If violation to the intent of a Flight Operating Rule contributed to damage, those members may be (jointly) assessed up to the full value of the property. Otherwise: i) members required to hold initiate insurance may be assessed up to the required initiate coverage amount; ii) other member(s) shall be assessed (jointly) the lesser of (1) an amount determined annually by the board or (2) the costs associated with the damage including, but not limited to, repairs and transportation, as determined by the Board of Directors. The member shall pay in full no later than 60 days after the assessment, after which 1.5% monthly interest will accrue.
All members are responsible 100% for the deductible cost of the insurance policy.
Article Seventeen — Amendments
Section 1
The Bylaws may be amended by a two-thirds (2/3) or majority vote of the members of the Association holding voting rights and in good standing. Amendments may be acted upon at any meeting of the members, or by methods specified in article 4. The substance of the proposed amendment shall be provided to each member at least one week in advance of the vote on the proposed amendment.
Acquiring Additional Aircraft
RMS ideal target is four members per aircraft. To add additional aircraft, the group will need additional members. Additional members buy-in funds will be held in the RMS saving account until sufficient funds are acquired to purchase another aircraft or if voted in by a majority of the existing members a lease agreement to own is arranged with the aircraft's current owner(s). Leases are individual to each aircraft and are to be negotiated by a representative of RMS and voted on by the majority of the current owners before signing any agreement by the Board opf Directors/Managing Member(s) of RMS.
If the aircraft is owned by one of the current RMS members, That member can not represent RMS in the lease negotiation.
The group will vote as to the next aircraft to purchase and adjust membership required to cover the expense. There are basically two options to acquiring additional aircraft.
1. Wait until there are sufficient members to cover the 100% expense.
2. Lease to own option, if RMS can find someone who is willing to enter into this type of arrangement. Additional members would be needed to cover at least a portion of the down payment on the next aircraft. Terms of the lease may vary upon individual conditions. To operate the aircraft in RMS with the current insurance and membership rules, the aircraft must be in its individual LLC and operated by RMS under a lease. As additional members join the group, those membership funds will go directly to pay for the aircraft until it is paid in full. At that time the aircraft, when fully paid, RMS will become the owner of LLC. ransferring the title and registration with the FAA will be accomplished and paid for by RMS.
In the event that the growth of the group stagnates, and additional memberships cannot be found, the leassor/sponsor has the right to sell the aircraft while the group is still operating it. It is recommended that the lease language should allow 2 years minimum time from placing the aircraft into RMS before this clause becomes effective. Upon sale of the aircraft, RMS will be refunded the membership shares (actual funds paid to the Lessor less any interest if applicable) placed into the aircraft. The aircraft will be returned as per the lease agreement details. It is expected that the aircraft will be returned with all damage or repairs needed that are outside normal wear and operational use
Under typical aircraft leasses, it is typical that all AD’s, Annuals and service bulletins are to be accomplished and paid for by RMS (Lessee’s).
Article Eighteen– Dissolution
Section 1
The Association may be dissolved only by affirmative vote of two-thirds (2/3) of the Full and Associate Members. Please refer to the RMS LLC article for exact details.
Section 2
Funds received from the sale of all Association assets at the time of dissolution shall, after all obligations of the Association have been paid, be divided equally among all of the Full and Associate Members who are currently in good standing and have their dues and obligations to the Association paid up in full at the time of dissolution.