

EAA Chapter 838
Batten International Airport
3333 N. Green Bay Rd.
Racine, Wisconsin 53404
262.634.7575
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These by-laws are the by-laws of “Chapter 838 of the Experimental Aircraft Association, Inc.”, a not-for-profit and non-stock corporation organized under the laws of the State of Wisconsin. Such corporation is hereinafter referred to as the “Chapter”. (Amended December 17th, 2008 by the Board of Directors)
The Chapter was established to:
The office and mailing address of the Chapter shall be 3333 N. Green Bay Road, Racine, WI 53404. (Amended & Restated Articles of Incorporation, July 14th, 1988)
In the event a member fails to fully pay to the Chapter all monies due the Chapter on or before the date upon which such monies are due, or in the event a member otherwise fails to fulfill any other obligation or duty imposed by these by-laws, then all rights and privileges of the delinquent member with respect to the Chapter and his/her membership in the Chapter shall be automatically suspended and withdrawn unless and until such delinquency is fully paid and/or cured. Any such suspension of rights, however, shall not in any manner release the delinquent member from any financial obligations imposed under the terms of these by-laws, whether such financial obligations presently exist or are imposed in the future.
A member who is qualified to vote shall be entitled and eligible to a single membership vote on any matter in which a vote of the membership is being taken only if such member has, at the time of the taking of the vote, fully paid all charges, costs, assessments, or any other financial obligations, of any nature whatsoever, imposed upon and due from such member by these by-laws. Additionally, no member shall be entitled to vote in any vote of the membership on any matter, which pertains to that particular member’s failure to comply, in any manner, with these by-laws. (Amended December 17th, 2008 by the Board of Directors)
In any vote taken of the members of the Chapter, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary of the Chapter either prior to or at the time of the vote in question. The proxy may be in the form of an email if it is printed out and submitted to the Secretary. (Amended December 17th, 2008 by the Board of Directors)
An annual meeting of the members shall be held each year on the 2nd Wednesday of October.
Special meetings of the members shall be held when called by the President or the Board of Directors or upon written request of at least one-half (1/2) of the members. (Amended December 17th, 2008 by the Board of Directors)
Written notice of each meeting of the members shall be given by, or at the direction of, the Secretary of the Chapter or by any person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Chapter, or supplied by such member of the Chapter for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. When possible, this notice will also be published on the Chapter website. Electronic email may be substituted for written notice at the discretion of the Secretary. (Amended December 17th, 2008 by the Board of Directors)
Members holding one-half (1/2) of the votes entitled and eligible to be cast, whether in person or by proxy, shall constitute a quorum at a meeting of the members. If such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented. Exception — The members present including proxies will define a quorum at any regular Chapter meeting for voting on any matter for which:
Unless otherwise specified in these by-laws, or the Articles of Incorporation, a majority of the votes entitled to be cast by the members present in person or by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members.
At the discretion of the Board of Directors, any vote to be taken by the members may be conducted by mail. This shall include, but not be limited to, the election of Officers and directors of the Chapter. With regard to any such vote by mail:
Whenever notice is generally required, a written waiver by any member not receiving notice, whether signed before or after the time of the meeting, shall be deemed equivalent to the giving of such notice. When all of the members of the Chapter are present at any meeting, however notified or called, and shall sign a written consent to the holding of such meeting on the records thereof, they may transact any business at such meeting which is specified in the notice of consent and which could lawfully be transacted at any meeting of the members of the Chapter regularly called and notified. Action may also be taken without a meeting, as provided in the Wisconsin Statutes, by unanimous consent.
Meetings of the members of the Chapter shall be held in Racine County, Wisconsin, at such specific location(s) as may from time to time be designated in the written notice of each such meeting.
The members who are eligible to vote shall, at each Annual Meeting, elect the Officers and Directors of the Chapter. The candidates for each office receiving the highest number of votes shall be elected. In lieu of conducting such election of Officers/Directors at the Annual Meeting, such election of Officers/Directors may, at the discretion of the Board of Directors, be either conducted by mail pursuant to the provisions of Section 4.5 of these by-laws, or at the next regularly scheduled meeting of the membership. Any such election by mail shall be conducted in a time frame such that the new Officers/Directors to be elected shall be elected in time to take office at the time the terms of the existing Officers/Directors expire. (Amended July 17th, 2002 by the Board of Directors)
A nomination committee to be appointed by the President may offer a slate of nominees for all Officers and Directors up for election.
The nomination and election process shall work as follows:
The nomination committee shall be appointed by the President in advance of the second meeting before the annual meeting to allow the nomination committee ample time to construct a slate of Officers and Directors. The nominating committee will consist of members in good standing as set forth in Section 3.2.
The members shall conduct a special election to elect new Officers/Directors at any time such a special meeting may be requested in writing by at least one-half (1/2) of the members. In the event such a special election is so requested, a Special Meeting as described in Section 4.1 of these by-laws shall be held as soon as the required notice provisions can be complied with for the purpose of conducting such special election. In the alternative, if the request for a special election so indicates and/or is desired by the existing Board of Directors, the special election of Officers/Directors shall be immediately conducted by mail by the Secretary of the Chapter pursuant to the provisions of Section 4.5 of these by-laws. The candidate for each office receiving the highest number of votes shall be elected, and all Officers/Directors elected at such special election shall then immediately take office, notwithstanding when the regular terms of the previously existing Officers/Directors were to expire. Such newly elected Officers/Directors shall hold office until the next election required under Section 4.0 of these by-laws is held, or until the next special election is held pursuant to this present Section.
The members may, pursuant to and in accordance with the terms and provisions set forth by these by-laws, review and modify the proposed annual budget of the Chapter.
The members who are eligible to vote shall vote on such other matters as may from time to time be requested by the Board of Directors.
All members shall fully and timely comply with all duties and obligations as may from time to time be imposed upon them by:
If a member wishes to use the Chapter facilities to work on an aviation related project, he/she must comply with the policies set forth in Appendix B.
Honorary members shall not be subject to Chapter dues.
The Chapter shall have the following Officers:
The President shall be the Chief Executive Officer of the Chapter and preside as Chair of the Board of Directors. He/she shall preside over all meetings of the Board of Directors and/or meetings of the members.
The Secretary of the Chapter shall cause to be kept a complete record of all of the acts and affairs of the Chapter. The Secretary shall have the responsibility to take and publish minutes of all meetings of the members and the Board of Directors. He/she shall attend to the giving and serving of notices of all meetings of the members and Board of Directors and otherwise. He/she shall keep a proper membership book showing the name of each member of the Chapter, maintain the by-laws of the Chapter, and maintain such other books and papers as the Board of Directors may direct. He/she shall execute with the President, in the name of the Chapter, all contracts and instruments which have been first approved by the Board of Directors. (Amended December 17th, 2008 by the Board of Directors)
The Treasurer of the Chapter shall receive and deposit in appropriate bank accounts all monies of the Chapter and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Chapter; keep proper books of account; cause an annual audit of the Chapter books to be made at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members. (Amended December 17th, 2008 by the Board of Directors)
The duties of the Officers of the Chapter shall be:
Upon reasonable advance notice and during reasonable hours, the Officers of the Chapter shall allow any member of the Chapter to inspect any documents, books or records of the Chapter.
Each Officer described in Section 6.0 of these by-laws shall be a Director of the Chapter, and all such Officers / Directors shall together constitute the Board of Directors of the Chapter.
No more than eight (8) Directors, not including Officers described in Section 6.0 may be elected at any given time. A minimum of four (4) and maximum number of eight (8) Directors shall be allowed to serve at any given time. An executive committee, as defined in Section 6.1, will be formed and will advise as to the number of Directors 90 days in advance of any annual meeting. If the preceding number of Directors has been requested to be changed from the present number, it must be approved by a majority vote of members present at the August meeting. The executive committee will prescribe the number of Directors. (Amended December 17th, 2008 by the Board of Directors)
Each Officer/Director shall have a term of office for two (2) years, unless a special election is sooner held pursuant to Section 5.2 of these by-laws.
In the event of a vacancy of any Officer or Director position, such vacancy shall be filled by the Board of Directors by majority vote. Any such Officer/Director so appointed to fill a vacancy shall hold such office for the balance of the term of such office.
No Officer/Director shall receive compensation for any service he/she may render to the Chapter. An Officer/Director may be reimbursed by the Chapter, however, for any actual expenses incurred by the Officer/Director, provided that such reimbursement is reasonable, necessary and approved by the Board of Directors.
Only members of the Chapter are eligible to be an Officer/Director of the Chapter.
If special circumstances occur that prevent an Officer from performing his/her duties, the President has the authority to designate another Officer or other member to assume these duties on either a temporary or permanent basis. However, no Officer may hold more than two (2) offices concurrently.
In any vote taken by the Board of Directors, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary of the Chapter either prior to or at the time of the vote in question. The proxy may be in the form of an email if it is printed out and submitted to the Secretary. (Amended December 17th, 2008 by the Board of Directors)
The Board of Directors shall meet at such time, with such frequency and at such location as the Board of Directors may from time to time provide by resolution adopted by the Board. No prior notice shall be required for such regular meetings other than such resolution of the Board of Directors.
Special meetings of the Board of Directors shall be held when called by the President of the Chapter or by at least two (2) Directors. Such a special meeting of the Board of Directors shall be held at such time, place, and location as may be specified in either a written notice or an oral notice of such meeting which shall be given to all Directors.
A majority of the number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board of Directors. Exception — A two-thirds (2/3) majority vote of the Board of Directors, cast in person or by proxy, is required to dispose of any asset worth more than $50,000. (Amended December 17th, 2008 by the Board of Directors)
The Board of Directors shall have full power and authority to:
The Board of Directors my take any action without a meeting as provided by Section 181.0821 of the Wisconsin Statutes, by obtaining in writing the consent of all of the members of the Board of Directors to the action in question. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
The Chapter shall have the full power and authority granted to it under the laws of the State of Wisconsin, provided that such power and authority is also in conformance and allowed by the Articles of Incorporation of the Chapter. This shall include, but not be limited to, the power and authority specified in Section 181.0301 of the Wisconsin Statutes, as from time to time be amended.
The Chapter shall have a seal in circular form having within its circumference the words: “Chapter 838 of the Experimental Aircraft Association, Inc.”. The Secretary of the Chapter shall keep possession of the seal.
As required by Section181.1021 of the Wisconsin Statutes, the Board of Directors shall adopt these amended by-laws of the Chapter. Thereafter, these by-laws may be amended in whole or in part by either:
The fiscal year of the Chapter shall begin on the first day of January and end on the last day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
The terms and provisions contained in this present Article XI are in addition to any and all other rights, entitlements, power and authority of the Chapter, and shall not in any manner be deemed to limit or restrict any such other rights, entitlements, power, and authority.
The Chapter shall, to the fullest extent allowed by the laws of the State of Wisconsin, indemnify and/or reimburse all costs and expenses incurred by the following persons while performing their duties and/or responsibilities on behalf of the Chapter and/or while, in any other manner, acting on behalf of the Chapter:
The Chapter shall indemnify the persons specified in above Section 10.0, to the fullest extent allowed by the laws of the State of Wisconsin, for any and all costs and expenses, of any nature whatsoever, incurred as a result, whether directly or indirectly, of such persons performing their duties and/or responsibilities pursuant to these by-laws and/or any actual reasonable attorney’s fees incurred. It is the express intent that the indemnification provided herein shall be as full and complete as permissible under the law, and limited only by any specific limitations that may be expressly contained in the applicable laws of the State of Wisconsin. Additionally, it is the express intent to expand, to the fullest degree permissible under the laws of the State of Wisconsin, the nature, type and extent of indemnification provided for and allowed under Chapter 181 of the Wisconsin Statutes and/or any other laws of the State of Wisconsin.
Should the Chapter become inactive or disband, all Chapter records, certificates of incorporation and charter are to be returned to EAA headquarters in Oshkosh, Wisconsin for safe keeping. The assets of the Chapter will be transferred to the Southeastern Wisconsin Aviation Foundation, Inc.
EAA Chapter 838 agrees to hold for individually named employees * and Directors of the Racine Commercial Airport Corporation an exclusive “Special Membership” category for the purpose of fostering goodwill and maintaining a mutual working relationship between the members and the employees of the two organizations.
Such members shall be named by the Airport Manager and a roster of such individuals shall be provided the Chapter Secretary. Each named Special Member shall be entitled to attend regular Chapter meetings and activities and may serve as a member on a committee or committees that plan and implement such meetings and activities. Special programs and activities that are limited to a specific number of participants are available to Special Members after first being offered to Regular Members and when there is space available. Such members shall be entitled to receive any discount offered Regular Members for Chapter merchandise, special programs or activities, shall receive a Chapter membership card, the monthly Chapter newsletter, “CONTACT”, a Chapter nametag and patch.
Special Members shall not be entitled to voting privileges, nor shall they hold elected office in this organization, nor shall they be listed on the regular Chapter membership roster.
The Airport Manager shall act as the representative for all such Special Members and as such must maintain a Regular Membership in both EAA International and this Chapter separate and in addition to the Special Membership for his employees as a condition of this agreement.
The fee for this Special Membership shall be $200 per year and the number of employees and Directors shall not exceed twenty individuals.
The terms of this agreement shall be reviewed annually at a meeting of the Board of Directors and may be revised or terminated if at such time a majority of the Board members present at such meeting determine this agreement no longer serves the best interest of the Chapter.
*Employees shall be any individual employed for wages either on a full or part time basis by the Racine Commercial Airport Corp.
The Chapter facilities may be used by any Regular Member of the Chapter for non-profit activity pertaining to studying, construction, evaluation, testing, cleaning and repairing of aerospace vehicles.
Any member, regardless of category, and his/her guest(s), is not welcome on the Chapter grounds or building if under the influence of alcohol, drugs, narcotics or any other substance that causes that member or guest to be “out of control” or disruptive. This is sufficient reason to have such a person removed from the premises. Call an Officer of the Chapter or the Racine Police Department if said person remains and report same to an Officer of the Chapter.