Question of the Month: What is the difference between Bylaws and Operating Rules?

A common question for clubs in formation, is how to draft bylaws and how are they different from operating rules. AOPA has a Flying Clubs Resource Library of short, informative articles that break down the components of forming a flying club into manageable pieces.  There are also downloadable documents with sample bylaws and operating rules available here.

Bylaws govern how an organization operates by providing the framework, structure, and policies for the club. Every flying club should draft, discuss, adopt and review bylaws, so officers know what their responsibilities are, board members have a guide for making decisions, and members know what to expect from the club, as well as what is expected of them. 

Bylaws should not be confused with the club’s aircraft operating rules. Simply put, bylaws are much more comprehensive and lay out the foundation of club governance. Aircraft operating rules outline how members may use the aircraft and how the club is run on a day-to-day basis.  It is a good idea, however, for the bylaws to state that day-to-day matters and expectations will be detailed in the operating rules document.

Among the areas that are typically included in bylaws, in no particular order are:

  • Purpose of the club
  • Definition of member
  • Meeting of members - quorums, frequency, notice, voting and governance
  • Membership – joining and leaving
  • Directors and Officers - duties and responsibilities
  • Committees - hearings and enforcement
  • Determination of dues and flight time costs
  • Liability and damage
  • Club finances - financial/accounting practices
  • Elections
  • Flight proficiency and flight rules program - reference to Operational Rules
  • How to amend bylaws
  • Dissolution

It is important to note that insurance companies may request a copy of your bylaws when reviewing policies and issuing quotes. In addition, if your club chooses to file for tax exempt status, the IRS will likely review your bylaws to ensure the club meets the requirements of the exemption. 

Bylaws are not set in stone – situations may occur that show deficiencies in your bylaws, perhaps you wish to clarify a clause, or the club's culture may have changed over time.  In any case, amending the bylaws is a good thing for a healthy club.  To make this easier, make sure that the bylaws contain a section that defines the process of amendment in terms of who can do it (board members or the whole membership) and how many votes are needed to accept amendments.

For some ideas on how the above points can be laid-out in a document, take a look at these sample bylaws graciously shared by the following clubs:

East Hill Flying Club 

Blue Horizons Flying Club

Next month, we’ll look at Operating Rules, which detail how club members may use the aircraft and what is expected of them. 

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