CONSTITUTION AND BY-LAWS

TABLE OF CONTENTS

AS OF AUGUST 26, 2021

HISTORY ................................................................................................................................... 5

ARTICLE I - GENERAL.......................................................................................................... 6

SECTION 1 - NAME .................................................................................................... 6

SECTION 2 - DEFINITIONS ...................................................................................... 6

SECTION 3 - HOME OFFICE LOCATION ................................................................ 6

SECTION 4 - DURATION ........................................................................................... 6

SECTION 5 - DISSOLUTION ..................................................................................... 6

SECTION 6 - SCOPE OF AUTHORITY AND OBJECTIVES ................................... 7

SECTION 7 - OFFICERS AND OATH OF OFFICE .................................................. 8

SECTION 8 - ASSOCIATION SEAL ........................................................................... 8

SECTION 9 - FISCAL YEAR ....................................................................................... 8

SECTION 10 - BILLS, NOTES, CHECKS, NEGOTIABLE INSTRUMENTS .......... 8

SECTION 11 - CHARTERS AND AFFILIATIONS .................................................... 9

SECTION 12 - MEMBERSHIP CREDENTIALS ........................................................ 9

SECTION 13 - AMENDMENTS TO THE CONSTITUTION AND BY-LAWS ......... 9

SECTION 14 - REPRESENTATION OF ALL MEMBERS ........................................ 9

SECTION 15 - PROXIES - GENERAL ........................................................................ 9

SECTION 16 - ROLL CALL VOTING.......................................................................... 9

SECTION 17 - CLARIFICATION OF STATUS REPRESENTATION ...................... 10

SECTION 18 - OBLIGATION OF MEMBERS TO THE ASSOCIATION ................. 10

SECTION 19 - DISTRIBUTION OF CAMPAIGN LITERATURE ............................. 10

SECTION 20 - PARLIAMENTARY LAW AND RULES OF ORDER ........................ 10

SECTION 21 - ELECTION AND BALLOT CERTIFICATION BOARD ................... 10

SECTION 22 - REBALLOTING ................................................................................... 11

SECTION 23 - SUSPENSION OF SERVICE .............................................................. 12

ARTICLE II - MEMBERS ....................................................................................................... 13

SECTION 1 - ELIGIBILITY FOR MEMBERSHIP .................................................... 13

SECTION 2 - CLASSIFICATIONS ............................................................................. 13

SECTION 3 - DESCRIPTION OF CLASSES ............................................................. 13

SECTION 4 - APPLICATIONS AND APPROVALS OF APPRENTICE AND

ACTIVE MEMBERS .................................................................................................. 16

SECTION 5 - TRANSFER OF INACTIVE MEMBERS TO

ACTIVE MEMBERSHIP ........................................................................................... 18

SECTION 6 - TRANSFER OF EXECUTIVE MEMBERS TO ACTIVE

MEMBERSHIP .............................................................................................................. 18

SECTION 7 - TERMINATION OF MEMBERSHIP .................................................. 19

SECTION 8 - ASSOCIATE MEMBERS ....................................................................... 19

ARTICLE III - LOCAL COUNCILS AND LOCAL EXECUTIVE COUNCILS .............. 21

SECTION 1 - ORGANIZATION .................................................................................. 21

SECTION 2 - LOCAL COUNCIL REPRESENTATIVES AND OFFICERS ............ 22

SECTION 3 - LOCAL COUNCIL MEETINGS ........................................................... 26

SECTION 4 - LOCAL EXECUTIVE COUNCIL ......................................................... 28

SECTION 5 - LOCAL EXECUTIVE COUNCIL COMMITTEES .............................. 29

SECTION 6 - LOCAL EXECUTIVE COUNCIL MEETINGS ................................... 29

SECTION 7 - NOMINATION OF REPRESENTATIVES .......................................... 30

SECTION 8 - ELECTION PROCEDURES ................................................................. 30

SECTION 9 - ELECTION GROUPS ........................................................................... 32

SECTION 10 - ESTABLISHMENT AND DISSOLUTION OF

LOCAL COUNCILS ................................................................................................... 36

ARTICLE IV - MASTER EXECUTIVE COUNCIL ............................................................. 38

SECTION 1 - ORGANIZATION .................................................................................. 38

SECTION 2 - JURISDICTION AND DUTIES OF MASTER

EXECUTIVE COUNCIL ............................................................................................ 38

SECTION 3 - MASTER EXECUTIVE COUNCIL MEETINGS ................................ 39

SECTION 4 - ATTENDANCE AND QUORUM ......................................................... 39

SECTION 5 - VOTING ................................................................................................. 40

SECTION 6 - REPRESENTATION AT MEC MEETINGS ....................................... 40

SECTION 7 - PROXIES ............................................................................................... 40

SECTION 8 - MEETING RECORDS AND MINUTES .............................................. 41

SECTION 9 - OFFICERS ............................................................................................. 41

SECTION 10 - ELECTION OF OFFICERS ................................................................ 41

SECTION 11 - VACANCY IN OFFICE ........................................................................ 42

SECTION 12 - JURISDICTION AND DUTIES OF MASTER EXECUTIVE

COUNCIL OFFICERS .................................................................................................. 43

SECTION 13 - RECALL ................................................................................................ 43

SECTION 14 - BOND .................................................................................................... 44

SECTION 15 - ESTABLISHMENT OF A NEW MASTER

EXECUTIVE COUNCIL ............................................................................................ 44

SECTION 16 - SINGLE COUNCIL AIRLINE ............................................................ 44

ARTICLE V - EXECUTIVE BOARD ..................................................................................... 46

SECTION 1 - ORGANIZATION .................................................................................. 46

SECTION 2 - JURISDICTION AND DUTIES ........................................................... 46

SECTION 3 - MEETINGS ........................................................................................... 46

SECTION 4 - ATTENDANCE AND QUORUM ......................................................... 48

SECTION 5 - VOTING ................................................................................................. 48

SECTION 6 - REPRESENTATION AT EXECUTIVE BOARD MEETINGS ........... 48

SECTION 7 - PROXIES ............................................................................................... 48

SECTION 8 - CREDENTIALS COMMITTEE ............................................................ 48

SECTION 9 - MEETING RECORDS AND REPORTS .............................................. 49

ARTICLE VI - EXECUTIVE COUNCIL ............................................................................... 50

SECTION 1 - ORGANIZATION .................................................................................. 50

SECTION 2 - JURISDICTION AND DUTIES ........................................................... 50

SECTION 3 - MEETINGS ........................................................................................... 50

SECTION 4 - ATTENDANCE AND QUORUM ......................................................... 50

SECTION 5 - REPRESENTATION AT EXECUTIVE COUNCIL MEETINGS....... 51

SECTION 6 - PROXIES ............................................................................................... 51

SECTION 7 - MEETING RECORDS AND MINUTES .............................................. 51

ARTICLE VII - BOARD OF DIRECTORS ........................................................................... 52

SECTION 1 - ORGANIZATION .................................................................................. 52

SECTION 2 - JURISDICTION AND DUTIES ........................................................... 52

SECTION 3 - REGULAR MEETINGS ........................................................................ 52

SECTION 4 - AGENDA SUBMISSION PROCEDURES ........................................... 53

SECTION 5 - SPECIAL MEETINGS .......................................................................... 53

SECTION 6 - ATTENDANCE AND QUORUM ......................................................... 54

SECTION 7 - VOTING ................................................................................................. 54

SECTION 8 - REPRESENTATION AT BOARD OF DIRECTORS MEETINGS ..... 54

SECTION 9 - PROXIES ............................................................................................... 55

SECTION 10 - NOMINATION AND ELECTION OF OFFICERS ............................ 55

SECTION 11 - COMMITTEES--BOARD OF DIRECTORS MEETINGS .................. 55

SECTION 12 - CREDENTIALS COMMITTEE ........................................................... 56

SECTION 13 - STEERING COMMITTEE .................................................................. 56

SECTION 14 - ALPA COMMITTEES .......................................................................... 56

SECTION 15 - MEETING RECORDS AND REPORTS ............................................. 58

ARTICLE VIII - HEARING AND APPEAL PROCEDURES ........................................... 59

SECTION 1 - HEARING OF MEMBERSHIP CASES ............................................... 59

SECTION 2 – INTERPRETATION OF CONSTITUTION AND BY-LAWS ............ 59

SECTION 3 - HEARING PROCEDURE ..................................................................... 60

SECTION 4 - APPEAL PROCEDURE ........................................................................ 61

SECTION 5 - STATUS OF AN ACCUSED MEMBER .............................................. 62

SECTION 6 - HEARING BOARD ............................................................................... 62

SECTION 7 - APPEAL BOARD .................................................................................. 63

ARTICLE IX - MEMBERSHIP FINANCIAL OBLIGATIONS ......................................... 64

SECTION 1 - GENERAL ............................................................................................. 64

SECTION 2 - INITIATION FEE ................................................................................. 64

SECTION 3 - ANNUAL DUES .................................................................................... 64

SECTION 4 - INCOME EXEMPT FROM DUES ....................................................... 65

SECTION 5 - ANNUAL DUES ADJUSTMENT ........................................................ 66

SECTION 6 - ARRANGEMENT PLANS .................................................................... 66

SECTION 7 - ASSESSMENTS .................................................................................... 67

SECTION 8 - MONETARY FINES ............................................................................. 68

SECTION 9 - ASSOCIATION-SPONSORED FINANCE PLAN ............................... 68

SECTION 10 - LATE PAYMENT CHARGE ................................................................ 68

SECTION 11 - DEFAULTED LOAN OBLIGATIONS ................................................ 68

SECTION 12 - BAD STANDING AND EXPULSION ................................................. 69

SECTION 13 - BASIC NET WORTH AND RESERVES ............................................ 69

SECTION 14 - MAJOR CONTINGENCY FUND........................................................ 69

SECTION 15 - DUES REFUND ................................................................................... 71

SECTION 16 - FISCAL RESPONSIBILITY ................................................................ 71

ARTICLE X - PRESIDENT .................................................................................................... 72

SECTION 1 - ELIGIBILITY AND ELECTION .......................................................... 72

SECTION 2 - TERM OF OFFICE ............................................................................... 72

SECTION 3 - VACANCY IN OFFICE ......................................................................... 72

SECTION 4 - JURISDICTION AND DUTIES ........................................................... 72

SECTION 5 - SALARY ................................................................................................. 73

SECTION 6 - PRESIDENTIAL COMMITTEES ........................................................ 73

SECTION 7 - BOND ..................................................................................................... 73

ARTICLE XI - FIRST VICE PRESIDENT ........................................................................... 74

SECTION 1 - ELIGIBILITY AND ELECTION .......................................................... 74

SECTION 2 - TERM OF OFFICE ............................................................................... 74

SECTION 3 - VACANCY IN OFFICE ......................................................................... 74

SECTION 4 - JURISDICTION AND DUTIES ........................................................... 74

ARTICLE XII - VICE PRESIDENT-ADMINISTRATION/SECRETARY ....................... 75

SECTION 1 - ELIGIBILITY AND ELECTION .......................................................... 75

SECTION 2 - TERM OF OFFICE ............................................................................... 75

SECTION 3 - VACANCY IN OFFICE ......................................................................... 75

SECTION 4 - JURISDICTION AND DUTIES ........................................................... 75

ARTICLE XIII - VICE PRESIDENT - FINANCE/TREASURER ..................................... 77

SECTION 1 - ELIGIBILITY AND ELECTION .......................................................... 77

SECTION 2 - TERM OF OFFICE ............................................................................... 77

SECTION 3 - VACANCY IN OFFICE ......................................................................... 77

SECTION 4 - JURISDICTION AND DUTIES ........................................................... 77

SECTION 5 - BOND ..................................................................................................... 78

ARTICLE XIV - EXECUTIVE VICE PRESIDENTS .......................................................... 79

SECTION 1 - ELIGIBILITY AND ELECTION .......................................................... 79

SECTION 2 - TERM OF OFFICE ............................................................................... 79

SECTION 3 - VACANCY IN OFFICE ......................................................................... 80

SECTION 4 - JURISDICTION AND DUTIES ........................................................... 81

SECTION 5 - EXECUTIVE VICE PRESIDENTIAL ELECTION GROUPS

AND SUB-GROUPS ................................................................................................... 81

SECTION 6 - RECALL ................................................................................................. 82

ARTICLE XV - EXECUTIVE ADMINISTRATOR .............................................................. 83

SECTION 1 - ELIGIBILITY ........................................................................................ 83

SECTION 2 - APPOINTMENT, JURISDICTION AND DUTIES ............................. 83

SECTION 3 - REMOVAL ............................................................................................. 83

SECTION 4 - SALARY ................................................................................................. 83

ARTICLE XVI - RECALL OF OFFICERS ........................................................................... 84

SECTION 1 - RECALL OF OFFICERS ...................................................................... 84

ARTICLE XVII – COMPENSATION AND EXPENSES .................................................... 85

SECTION 1 - PRESIDENT .......................................................................................... 85

SECTION 2 – FIRST VICE PRESIDENT, VICE PRESIDENT-

FINANCE/TREASURER, VICE PRESIDENT-

ADMINISTRATION/SECRETARY ........................................................................... 85

SECTION 3 – EXECUTIVE VICE PRESIDENTS ...................................................... 85

SECTION 4 – MASTER EXECUTIVE COUNCILS AND REPRESENTATIVES

OR MEMBERS ASSIGNED TO DUTY WITH THE ASSOCIATION .................... 85

SECTION 5 – PRINCIPLES FOR COMPENSATION POLICY ................................ 85

SECTION 6 – EXPENSES ............................................................................................ 85

ARTICLE XVIII - AGREEMENT APPROVAL AND VALIDATION ............................... 86

SECTION 1 - COLLECTIVE BARGAINING ............................................................. 86

SECTION 2 - RATIFICATION .................................................................................... 86

ARTICLE XIX - TRUSTEESHIPS AND WITHDRAWAL OF REPRESENTATION .... 87

SECTION 1 - TRUSTEE ACTION TO PROTECT THE ASSOCIATION ................. 87

SECTION 2 - APPEAL AND REVIEW ....................................................................... 87

SECTION 3 - DUTIES, RIGHTS AND OBLIGATIONS OF TRUSTEES ................ 88

SECTION 4 - TERMINATION OF TRUSTEESHIP .................................................. 88

SECTION 5 - REPRESENTATION............................................................................. 88

SECTION 6 - REVIEW ................................................................................................ 88

ARTICLE XX - CREW COMPLEMENT - CREW REQUIREMENTS ............................. 89

SECTION 1 - CREW COMPLEMENT ........................................................................ 89

SECTION 2 - SUPPORT OF ALPA ............................................................................. 89

SECTION 3 - CONTRARY CONTRACTS AND AGREEMENTS ............................. 89

ARTICLE XXI - CUSTODIANSHIP ...................................................................................... 90

SECTION 1 - AUTHORIZATION ................................................................................ 90

SECTION 2 - CUSTODIAN REPRESENTATIVES ................................................... 90

SECTION 3 - HEARING BEFORE EXECUTIVE COUNCIL ................................... 90

SECTION 4 - APPEAL AND REVIEW ....................................................................... 91

SECTION 5 - ATTENDANCE AT EXECUTIVE BOARD AND BOARD OF

DIRECTORS MEETINGS ......................................................................................... 91

SECTION 6 - TERMINATION OF CUSTODIANSHIP ............................................. 91

SECTION 7 - ACTION UNDER ARTICLE XIX ......................................................... 91

ARTICLE XXII – ALPA CANADA BOARD ......................................................................... 92

SECTION 1 - ORGANIZATION .................................................................................. 92

SECTION 2 - JURISDICTION AND DUTIES ........................................................... 92

SECTION 3 - MEETINGS ........................................................................................... 92

SECTION 4 – ALPA CANADA PRESIDENT ............................................................. 93

SECTION 5 – ALPA CANADA VICE PRESIDENT/IFALPA DIRECTOR

AND ALPA CANADA VICE PRESIDENT ADMINISTRATION AND FINANCE 94

SECTION 6 - VACANCY IN OFFICE .......................................................................... 94

INDEX ........................................................................................................................................ 96

HISTORY

Conceived and Unofficially Organized: 1930

Organizational Structure Officially Established and Ratified:

July 27, 1931

Revised October 29, 1934; October 27, 1935; October 19, 1936; November 15, 1938; December 4, 1939; November 29, 1940;

December 1, 1942; December 4, 1944; February 18, 1947; November 9, 1948; October 31, 1950; July 16, 1951; October 25,

1952; May 26, 1953; October 1, 1953; November 14, 1954; November 12, 1956; November 9, 1958.

A revised ALPA structure embracing a separate Pilot Division and Steward and Stewardess Division, adopted November 23,

1960.

Pilot Division Constitution and By-Laws revised June 6, 1962; November 23, 1964; November 29, 1966; November 26, 1968;

November 25, 1970; December 4, 1972; December 27, 1973.

The Steward and Stewardess Division in December 1973 became an autonomous organization, the Association of Flight

Attendants, and was granted a Charter of Affiliation by the Air Line Pilots Association. In 1984 the Association of Flight

Attendants was granted an independent Charter by the AFL-CIO.

The Canadian Air Line Pilots Association maintained an affiliation with ALPA from April 18, 1943 to January 31, 1997.

Effective February 1, 1997, the Canadian Air Line Pilots Association merged with the Air Line Pilots Association, as approved

by the 1996 Board of Directors.

ALPA Constitution and By-Laws revised November 27, 1974; November 21, 1976; November 6, 1978; July 10, 1979; November

13, 1980; November 17, 1982; November 14, 1984; June 30, 1985; November 19, 1986; *May 7, 1987; *November 12, 1987;

*May 12, 1988; October 30, 1988; *May 10, 1989; *May 24, 1990; October 27, 1990; *May 23, 1991; *October 10, 1991; October

23, 1992; *May 18, 1993; *October 19, 1993; *May 10, 1994; October 21, 1994; *May 10, 1995; November 1, 1996; *May 15,

1997; *May 21, 1998; October 23, 1998; *May 20, 1999; *November 4, 1999; *May 25, 2000; October 20, 2000; *May 23, 2001;

*October 24, 2001; *May 22, 2002; October 24, 2002; *May 21, 2003 with amendments effective upon BOD ratification and

amendments effective March 1, 2004; *October 22, 2003 with amendments effective April 1, 2004; *May 26, 2004; October 20,

2004; *May 25, 2005; *October 26, 2005; *June 7, 2006; *May 24, 2007; *October 24, 2007; October 22, 2008; October 14, 2010;

*June 10, 2011; *December 16, 2011; October 18, 2012; *June 20, 2013; *June 26, 2014; October 23, 2014; October 20, 2016;

*July 12, 2017; October 18, 2018; March 1, 2019; June 3, 2019; January 1, 2020; August 1, 2020; October 21, 2020; August 26,

2021.

*= as adopted by the Executive Board and ratified by the Board of Directors by Mail Ballot.

Affiliations

American Federation of Labor: August 10, 1931

British Air Line Pilots Association and the

International Federation of Air Line Pilots Associations:

May 6, 1948

Official Seal of the Association

(Article I, Section 8)

Article I ALPA Constitution and By-Laws

ARTICLE I - GENERAL

SECTION 1 - NAME

The name of this organization is "AIR LINE PILOTS ASSOCIATION, INTERNATIONAL."

SECTION 2 - DEFINITIONS

A. The words "CONSTITUTION AND BY-LAWS" when used herein mean the Constitution and

By-Laws of the Air Line Pilots Association, International.

B. The word "ASSOCIATION" (or "ALPA") when used herein means the Air Line Pilots Association,

International.

C. The word "PILOT" when used herein shall mean Captain, First Officer, or Second Officer.

D. "CAPTAIN" when used herein means a pilot in command of the aircraft.

E. "FIRST OFFICER" when used herein means a pilot second in command of the aircraft.

F. "SECOND OFFICER" when used herein means a flight deck operating crew member other than

Captain or First Officer who is assigned to duties aboard the aircraft.

SECTION 3 - HOME OFFICE LOCATION

The Home Office of the Association shall be located in or adjacent to the City of Washington, District

of Columbia, U.S.A., or in such city within the continental limits of the United States as the Executive

Council may recommend, subject to the approval of the Board of Directors by a two-thirds (2/3)

majority vote at any duly convened meeting thereof.

SECTION 4 - DURATION

The duration of the Association shall be perpetual, or until it is dissolved as provided in the

Constitution and By-Laws.

SECTION 5 - DISSOLUTION

A. The Association may be dissolved at any time by a majority vote of all the Active members thereof

in good standing, such vote to be conducted by the Executive Council.

B. The Executive Council shall promptly conduct such a vote as provided above by a ballot on the

request by petition to the Vice President-Administration/Secretary by twenty-five percent (25%) of the

Active members in good standing, or on the written request addressed to the Vice President-

Administration/Secretary by three-fourths (3/4) of the members of the Board of Directors.

C. In the event of such dissolution, the Executive Council shall act as agent for the members and

dispose of all physical assets of the Association by public auction, private sales, or otherwise, and any

and all questions relating thereto shall be decided by a majority vote of the Executive Council. All the

liquid assets shall then be prorated to the Active members of record in good standing at the time of

such dissolution, in proportion to the dues then being paid by each of such members.

Article I ALPA Constitution and By-Laws

SECTION 6 - SCOPE OF AUTHORITY AND OBJECTIVES

A. SCOPE OF AUTHORITY

(1) To operate as a nonprofit employee representing association, not for pecuniary gain.

(2) To purchase, hold, acquire, lease, mortgage and convey real estate and personal property of every

kind, nature and description, for the convenient conduct and execution of the Association's business,

including the purchasing, leasing and maintaining of equipment, buildings, and improvements which

may be necessary, directly or indirectly, in connection with any of the business and objectives of the

Association.

(3) To levy initiation fees, dues, and assessments upon its members to provide the funds with which

to carry on the business and objectives of the Association, including the payment of all expenses,

emergency or otherwise relating thereto, and to establish an ample basic net worth for the current and

future protection of its members.

(4) To consider and if desirable make mutual benefit affiliations with other employee organizations

of local, state, national, or international jurisdiction.

(5) To do any and all other acts consistent with and in furtherance of the policies and purposes

herein declared.

B. OBJECTIVES

(1) To provide representation for all members of the airline piloting profession; to promote the

interests of that profession; and to safeguard the rights, individually and collectively, of its members.

(2) To safeguard, with ceaseless vigilance, the safety of scheduled air transportation in recognition

of the high degree of public trust, confidence, and responsibility placed on the members.

(3) To further scheduling with safety in any practical manner.

(4) To advance and promote the professional image of the airline pilot in the business and

educational communities, and with the public at large.

(5) To establish and exercise the right of collective bargaining for the purposes of making and

maintaining employment agreements covering rates of pay, rules, and working conditions for the

members of the Association, and to settle promptly disputes and grievances which may arise between

such members and their employers.

(6) To establish fair rates of compensation, maximum hours of employment, and uniform principles

of seniority for members of the Association, and to seek the adoption and perpetuation thereof.

(7) To obtain suitable health, retirement, and disability benefits for all members of the Association

through legislation, collective bargaining, and other means.

(8) To disseminate news in any manner to keep Association members alert and well informed in all

matters relating to their profession.

(9) To provide a means for participation by members of the Association in resolution of issues that

affect the piloting profession.

Article I ALPA Constitution and By-Laws

(10) To urge, support, and sponsor the passage of legislation and regulations affecting members of

the Association which will improve, protect, and increase the safety of their working conditions or

otherwise advance their professional interests.

(11) To develop, administer, and make available to members of the Association services that will

provide protection and/or assistance in unforeseen circumstances which may jeopardize their

continued employment in the piloting profession.

(12) To develop, administer and make available to members of the Association benefit programs

designed to satisfy specific needs not adequately provided for by their respective employers.

(13) To participate in or sponsor research in aviation-related matters that will contribute to the

advancement of the airline piloting profession.

(14) To participate in appropriate efforts to preserve, document, and memorialize noteworthy events

and achievements in aviation history.

(15) To provide suitable and effective support services to the Association's officers, representatives,

and staff, and to its governing bodies and technical committees.

(16) To foster an environment that encourages respect for the dignity, the rights, and the human

concerns of all members and employees of the Association, and to provide motivation for those

individuals to strive for the best of which they are capable.

SECTION 7 - OFFICERS AND OATH OF OFFICE

A. The officers of the Association shall be the President of the Association, the First Vice President,

the Vice President-Administration/Secretary, and the Vice President-Finance/Treasurer.

B. After the election of any of the officers of the Association the following oath of office shall be

administered by the President of the Association or their designee:

I hereby pledge on my honor to accept the responsibilities of this office and perform the attendant

duties to the best of my ability; to uphold faithfully the Constitution and By-Laws of the Air Line

Pilots Association, International; to comply with and advance the policies of the Association; to

bear true allegiance to and uphold the principles of the Air Line Pilots Association, International

and conduct myself and this office in such a manner so as to bring credit to the Association, its

members and the airline piloting profession.

SECTION 8 - ASSOCIATION SEAL

The official seal shall be as shown on the Table of Contents History page.

SECTION 9 - FISCAL YEAR

The fiscal year shall commence on the first (1st) day of January and expire on the thirty-first (31st)

day of December of each year.

SECTION 10 - BILLS, NOTES, CHECKS, NEGOTIABLE INSTRUMENTS

A. All bills payable, notes, checks, or other negotiable instruments of the Association shall be made

in the name of the Association.

B. The President shall sign and the Vice President-Finance/Treasurer shall countersign all such

negotiable instruments; however, the President and Vice President-Finance/Treasurer may from time

to time transfer such sums of money to administrative accounts, including payroll accounts, petty cash

Article I ALPA Constitution and By-Laws

accounts and such other accounts as may be necessary to meet administrative and current obligations

of the Association.

C. The President and Vice President-Finance/Treasurer may jointly designate properly bonded

employees to sign checks for and draw upon such administrative accounts. All persons authorized to

sign any negotiable instruments for the Association shall be bonded in an amount consistent with the

amount of funds over which they may have control.

D. No officer or agent of the Association, either singly or jointly with others, shall have the power

to make any bill payable, note, check, draft or warrant, or other negotiable instrument nor endorse

the same in the name of the Association nor contract or cause to be contracted any debt or liability in

the name of or in behalf of the Association except as expressly prescribed and provided in the

Constitution and By-Laws.

SECTION 11 - CHARTERS AND AFFILIATIONS

The Executive Council shall process all matters in connection with charters and affiliations. The

Executive Council is empowered to and may issue charters and make affiliations. Such action shall

be submitted for ratification at the next regular session of either the Board of Directors or the

Executive Board, whichever occurs first. The Executive Council shall modify or terminate such

charters or affiliations as directed by the Board of Directors or the Executive Board.

SECTION 12 - MEMBERSHIP CREDENTIALS

Every member shall be issued a membership card by the Vice President-Administration/Secretary

bearing the Seal of the Association. This credential shall contain the name of the member, class of

membership, period of validity, and such additional information as may be deemed necessary.

SECTION 13 - AMENDMENTS TO THE CONSTITUTION AND BY-LAWS

Except as provided in Article V, Section 2, and Article VI, Section 2C, the Constitution and By-Laws

may be amended, added to or any part or parts thereof may be repealed by an affirmative two-thirds

(2/3) majority vote of the Board of Directors at any meeting of the Board of Directors.

SECTION 14 - REPRESENTATION OF ALL MEMBERS

Representation of all members of the Association at any duly called meeting of the Board of Directors,

Executive Board and Master Executive Council is mandatory. Elected representatives may be

considered as acting against the best interest of the Association if they fail to represent, or arrange for

representation of their constituents.

SECTION 15 - PROXIES - GENERAL

Proxies at any Association meeting shall be used only in a manner specifically provided for in the

Constitution and By-Laws and shall not be given when the duly elected officer or member is personally

present.

SECTION 16 - ROLL CALL VOTING

Whenever a roll call vote is taken, a representative shall vote all the members in good standing they

represent.

Article I ALPA Constitution and By-Laws

SECTION 17 - CLARIFICATION OF STATUS REPRESENTATION

The Sections of the Constitution and By-Laws specifying certain conditions with regard to the

representation of Captains, First Officers or Second Officers shall not be binding on the Councils

having no such members.

SECTION 18 - OBLIGATION OF MEMBERS TO THE ASSOCIATION

A. A member of the Association shall accept and agree to abide by the Constitution and By-Laws of

the Association as they are in force at the time they are accepted for membership, or as they may be

thereafter amended, changed, modified or adopted by the Board of Directors.

B. It is a member's obligation to maintain a current mailing address with the Home Office

Membership Department and with their Council Chair. Failure to do so relieves the Association of

any responsibility concerning its inability to establish due notice in any case, and the dispatch of mail

to a member's last known address will constitute adequate service.

C. Members of the Association are specifically prohibited from the acts enumerated and set forth

in Article VIII, Section 1A.

SECTION 19 - DISTRIBUTION OF CAMPAIGN LITERATURE

A. The Home Office shall comply with all reasonable requests of any candidate for Association office

to distribute by mail, or otherwise, at the candidate's expense, campaign literature in aid of such

person's candidacy to all members in good standing entitled to vote in such candidate's election or who

are included in the constituency of the delegates voting in the particular election. There shall be no

discrimination in favor of or against any candidate with respect to costs or the use of lists of members

and whenever campaign literature is distributed, by mail or otherwise, on behalf of any candidate,

similar distribution at the request of any other bona fide candidate shall be made, with equal

treatment as to the expense of such distribution. The cost of distribution of all campaign literature

shall be borne by the candidate or by any member or a group of members acting in a candidate's behalf.

Nothing in this Section shall imply the Association is responsible for the production of campaign

material.

B. Prior to distribution, by mail or otherwise, of any campaign literature, the candidate, or member,

or group of members requesting such distribution, will be furnished with the estimated cost by the

Home Office. In any case, the individual acting as spokesperson for such request will agree to assume

the actual cost of such distribution prior to such distribution taking place.

SECTION 20 - PARLIAMENTARY LAW AND RULES OF ORDER

At any meeting of members or their elected representatives held under the provisions of this

Constitution and By-Laws, all questions of parliamentary laws and rules of order not specifically

provided for in the Constitution and By-Laws shall be decided according to the principles laid down in

the most current published edition of ROBERT'S RULES OF ORDER as published by the trustee for

the Robert's Rules Association, except that, when voting by roll call the secret ballot provision shall

not apply.

SECTION 21 - ELECTION AND BALLOT CERTIFICATION BOARD

A. An Election and Ballot Certification Board (EBCB) shall be established, consisting of nine (9)

members, appointed by the Executive Council, who reside in the area adjacent to the Home Office

location, with the appointee's term to run for three (3) years. The Board shall elect a Chair and a Vice

Chair from among its members. In the absence of the Chair, the Vice Chair shall serve as Chair for

that meeting. In addition, the Vice President-Administration/Secretary may from time to time appoint

Article I ALPA Constitution and By-Laws

up to three (3) alternate members to serve for a particular election certification or protest when three

(3) EBCB members are not immediately available. The EBCB shall sit in panels of three (3) members,

including alternate members where appropriate, and decisions shall be by majority vote of the sitting

panel. The EBCB shall administer the election balloting and voting procedures in accordance with

the Constitution and By-Laws and Association Voting Procedures, and shall certify the results of all

ballots conducted by the Vice President-Administration/Secretary.

B. The Election and Ballot Certification Board shall hear all protests from members concerning the

certification of the results of nomination and election ballots conducted under Article III, Sections 7

and 8, and recall ballots conducted under Article III, Section 2F.

(1) Such protests shall be directed to the Vice President-Administration/Secretary in writing and

shall be sufficiently specific as to the alleged acts which constitute the basis of the protest and the

provisions of the Constitution and By-Laws and/or Association Voting Procedures and/or Title IV of

the Labor Management Reporting and Disclosure Act of 1959, as amended (if applicable), allegedly

violated.

(2) Such protests may be filed with the Vice President-Administration/Secretary at any time but in

no event more than forty-five (45) days after the date that the results of the ballot in question were

certified to the Vice President-Administration/Secretary by the EBCB.

(3) Upon receipt by the Vice President-Administration/Secretary of any such protest, the Vice

President-Administration/Secretary shall promptly distribute a copy of the protest to the EBCB. The

EBCB will hold a hearing on the protest at a regular or special meeting. The EBCB shall, in writing,

notify the Vice President-Administration/Secretary and the member(s) filing such protests and all

other members who may be affected by the protest, of the date, place and time of the hearing, such

notification to be made to the last known home address of the member(s) at least ten (10) days in

advance of the hearing date.

(4) The member(s) filing such protest and all other members who may be affected by the protest has

the right to appear at the hearing or to designate and be represented at the hearing by any Active

member in good standing.

(5) The EBCB shall hold the hearing on the protest and issue a written decision to the Vice

President-Administration/Secretary and to all affected members within forty-five (45) days of the date

that such protest was received, unless the time limit is extended by the EBCB for cause after notice to

the protesting member(s) and other members who have appeared.

(6) The decisions of the EBCB on a protest may be appealed to the Appeal Board established by

Article VIII, Section 7A, by any of the parties involved in the protest before the EBCB by filing an

appeal within fifteen (15) days of the receipt of the decision on the protest. The Appeal Board shall

follow the procedures set forth in Article VIII, Section 4, except that its decision shall be issued no

later than ninety (90) days from the date the protest was initially filed with the Vice President-

Administration/Secretary, unless the time limit is extended by the Appeal Board for cause after notice

to the protesting member(s) and other members who have appeared. The decision of the Appeal Board

shall be final and binding.

SECTION 22 - REBALLOTING

A. A reballot may be directed by the EBCB or Appeal Board for good and sufficient cause as a

remedy after hearing a protest or appeal under Section 21 above.

B. A reballot may be conducted of a ballot which is not subject to protest under Section 21 above

only after a determination by the authorizing body that there is good and sufficient cause.

Article I ALPA Constitution and By-Laws

C. Prior to EBCB certification of nomination or election ballots conducted under Article III, Sections

7 or 8, or recall ballots conducted under Article III, Section 2F, under circumstances where an

erroneous inclusion or exclusion of a candidate or an error in issuing ballots may affect the outcome of

the ballot, the Vice President-Administration/Secretary, for good and sufficient cause, may cause (1)

nominations to be rerun, (2) a nominated member to be included on or removed from an election ballot,

or (3) an election to be rerun.

SECTION 23 - SUSPENSION OF SERVICE

When a suspension or withdrawal of service is called for in compliance with the requirements of the

Constitution and By-Laws or the Policy Manual, the members will be balloted before such action may

be taken. Association general balloting procedures will be used.

Article II ALPA Constitution and By-Laws

ARTICLE II - MEMBERS

SECTION 1 - ELIGIBILITY FOR MEMBERSHIP

Any person of lawful age and of good moral character who is actively engaged as a pilot in commercial

air transportation, shall be eligible for membership in the Association in accordance with the

stipulations in this Article and elsewhere in the Constitution and By-Laws.

SECTION 2 - CLASSIFICATIONS

There shall be seven (7) classes of members: (a) Active, (b) Apprentice, (c) Executive, (d) Inactive, (e)

Retired, (f) Honorary and (g) Reactivated Member.

SECTION 3 - DESCRIPTION OF CLASSES

A. ACTIVE MEMBER

An Active member is a pilot employed by an airline for whom the Association is the bargaining

representative, who has met the qualifications of Section 1 of this Article and has been approved for

such status in accordance with Sections 4 and 5 of this Article. Except as provided in Article IX,

Section 7, an Active member in good standing shall be entitled to all the rights and privileges of the

Association including the right to vote and to assume and hold elective and appointive office. A

member shall remain active until:

(1) they are transferred to another classification;

(2) they resign or are expelled under any provision of the By-Laws, provided that during the period

of appeal, if any, they shall remain in Active status;

(3) they are terminated from their airline, provided that they shall remain in Active status during

all procedures incident to the final decision under their employment agreement, relating to the

termination;

(4) they are furloughed from their airline;

(5) they are disabled and has received all available sick income on which dues are required to be

paid under Article IX, Section 3, provided that a member who (a) has received less than three years of

such sick leave income and exhausted their right to such income, (b) retains seniority rights, and (c)

has not during their sick leave transferred to Inactive status under Section 3D(2) of this Article, will

remain Active for a continuous period of three years from the date that they begin receiving sick leave

income on which dues are required to be paid under Article IX, Section 3;

(6) they reach retirement age.

A pilot employed by a Canadian air carrier who possesses all the requirements for Active membership,

with the exception of having completed their required company probationary period, shall be classified

as an Active member.

B. APPRENTICE MEMBER

An Apprentice member is a pilot who possesses all the requirements for Active membership with the

exception of having completed their required company probationary period stipulated in their

employment agreement, or who need not be represented by the Association under their employment

agreement and whose application for such status has been approved in accordance with Sections 4 and

5 of this Article. Such member will not be required to assume any financial obligation until becoming

Article II ALPA Constitution and By-Laws

eligible for Active membership. An Apprentice member shall be entitled to all the rights and privileges

of the Association except that they shall not be entitled to vote or assume elective office. An Apprentice

member may be appointed to an LEC committee at the discretion of the Local Council Chair.

C. EXECUTIVE MEMBER

(1) Any member employed by their company in an executive, managerial or supervisory capacity

may request classification as an Executive Active or Executive Inactive member. Any member may

be placed in the classification of Executive Inactive membership by a majority vote of their Master

Executive Council. The Executive Active or Inactive classification of a member may be rescinded by a

majority vote of their Master Executive Council. A change in classification to Executive Active or

Executive Inactive membership requires the approval of both the Vice President-

Administration/Secretary and the Master Executive Council of the airline involved. If the Vice

President-Administration/Secretary or the Master Executive Council disapproves the change, the

member may appeal to the Executive Council which shall be the final arbiter in the matter. The

effective date of classification, in cases where the application bears a postmark within thirty (30) days

of the date of the member's assumption of their executive or managerial duties, shall be the date on

which they assumed such managerial or executive duties. In all other cases, except where modified

by the Executive Council, the effective date shall be that of the postmark of the letter bearing the

application.

(2) An Executive Active member in good standing shall be entitled to all the rights and privileges of

the Association, including the right to vote and hold appointive office, but excluding the right to

assume or hold elective office. They shall be subject to all the provisions of the Constitution and

By-Laws, except that such member shall not be subject to those policies of the Association which

specifically apply solely to Active members.

(3) An Executive Inactive member shall be entitled to all of the rights and benefits of Active

membership except that such member shall not have the right to vote, to assume or hold elective or

appointive office including committee assignment, attend Association meetings, or receive Association

mailings sent to members in the standard mailing classes. However, such member may receive the

Association magazine unless the Master Executive Council of the airline indicates by majority vote its

disapproval of that eligibility for all Executive Inactive members at the airline. Such member shall

not be subject to those policies of the Association which specifically apply solely to Active members.

D. INACTIVE MEMBER

(1) Any member in good standing, including an Apprentice member, shall become an Inactive

member automatically when:

(a) they are placed on involuntary furlough.

(b) they take a personal (including family medical) or military leave of absence in excess of ninety

(90) days.

this Article.

(d) their employment is severed and the Vice President-Administration/Secretary is so notified of

this fact. This paragraph shall not apply to any member who is placed on involuntary furlough, leave

of absence or whose employment is severed by reason of temporary cessation of their airline's flight

operations resulting from a work stoppage.

Article II ALPA Constitution and By-Laws

(2) Any Active member whose financial obligations are current and who has been on thirty (30)

continuous days of sick or medical leave may, by notification to the Vice President-

Administration/Secretary, elect to become an Inactive member.

(3) Obligations for dues and assessments owed to the Association by an Inactive member, with the

exception of a member taking a voluntary leave of absence, shall be considered deferred and restored

to the member's account for collection upon eligibility for Active membership and become due in

accordance with ALPA policy. An Inactive member who changes classification to Retired, or the estate

of a deceased member shall not be liable for such deferred dues.

(4) An Inactive member shall not be able to vote, hold or assume elective or appointive office

including committee assignment, provided however that a member who becomes Inactive in

accordance with Section 3D(2) above shall be entitled to hold or assume the office of President.

E. RETIRED MEMBER

A Retired member is a member who retires as an airline pilot at normal retirement age under the

terms of their working agreement or who elects early voluntary retirement under the terms of their

Company retirement plan, or who elects early retirement under their Company retirement plan for

medical reasons, or who has been removed from the Pilots' Seniority List as a result of involuntary

early or normal age retirement and who is a member in good standing at such time.

Such member shall not have the right to vote or to serve in elective or appointive office, except as

President of the Association in accordance with Article X or as First Vice President, Vice President-

Administration/Secretary or Vice President-Finance/Treasurer in accordance with Articles XI, XII,

and XIII, provided, however, they shall be entitled to retain those insurance benefits in which they

were enrolled at the time of retirement if coverage is available under the insurance program between

the Association and the underwriter.

F. HONORARY MEMBER

An Honorary member is any person who, by a three-fourths (3/4) majority vote of the Board of

Directors, has been granted Honorary membership in the Association. There shall not be more than

three (3) such Honorary memberships granted in any one (1) year, and posthumous awards may be

made. Such memberships may be rescinded in the same manner as they are granted, by a three-

fourths (3/4) majority vote of the Board of Directors.

G. REACTIVATED MEMBER

(1) Any member who has the status of Active member at the time they are terminated from

employment by virtue of the dissolution or bankruptcy of their airline, or if furloughed, or resigned,

shall, upon being employed by another airline whose pilots are represented by ALPA, adopt the status

of Reactivated member during the probationary period required by the new employer airline. Such

member will not be required to assume any financial obligations until becoming eligible for Active

membership.

(2) Such member shall be entitled to all the rights and privileges of ALPA except that they shall not

be entitled to vote or assume elective office. A Reactivated member may be appointed to a LEC

Committee.

(3) Upon completion of the probationary period, and if application is made, the member will be

eligible to be reclassified as an Active member in accordance with Article II of the Constitution and

By-Laws. Upon eligibility for Active membership, any unpaid obligation for dues and assessments,

incurred during a period of prior membership, shall be restored to the member's account and due in

accordance with Association policy.

Article II ALPA Constitution and By-Laws

SECTION 4 - APPLICATIONS AND APPROVALS OF APPRENTICE AND ACTIVE

MEMBERS

A. All applications for membership shall be on a standard form provided for that purpose by the

Vice President-Administration/Secretary. Each applicant, by becoming a member of the Association,

agrees and subscribes, without reservation, to all the provisions, conditions and stipulations in the

Constitution and By-Laws currently in effect or as they may be added to, repealed or amended from

time to time as specified in the Constitution and By-Laws. The making of willful misstatements or

the entering of untrue or misleading information or the withholding of essential or pertinent

information on an application for membership in ALPA shall be cause for rejection, disciplinary action,

or expulsion.

B. Each applicant for Apprentice or Active membership shall be thoroughly investigated by the

Local Council having jurisdiction with the aid and advice of the Vice President-

Administration/Secretary, irrespective of the fact that the applicant may have previously held

membership on another airline. A Reactivated member under Article II, Section 3G of the Constitution

and By-Laws shall be subject to this requirement in connection with their transfer to Active

membership. The investigation of an applicant shall be completed within sixty (60) days, unless the

Vice President-Administration/Secretary certifies that there are extenuating circumstances requiring

a delay.

C. Application for Apprentice or Active membership shall be subject to approval in the following

manner.

(1) Active: By the Local Executive Council having jurisdiction and the Vice President-

Administration/Secretary, provided that, except as to an application subject to an extended

investigation under Paragraph B above or to Paragraphs D or E below:

(a) the Local Executive Council shall act on approval or disapproval of Active membership no later

than sixty (60) days after eligibility for Active membership or within ninety (90) days of the date of an

application filed at a later time, unless the application is subject to approval under subparagraphs

C(1)(b) or C(1)(c) below.

(b) the Local Executive Council may submit approval of Active membership to a convened meeting

of the Local Council held within the time periods set forth in subparagraph C(1)(a) above.

convened meeting of the Local Council if a request for such action as to a named applicant is made by

a member of the Local Council.

(d) Where the Local Executive Council does not act in a timely manner or there is no established

Local Council, the application shall be subject to approval by the Vice President-Administration/

Secretary.

(2) Apprentice: By the Local Council Chair having jurisdiction or their approved designee (another

Local Council Officer or a Membership Committee member), as well as the Vice President-

Administration/Secretary.

In both instances, however, if the investigation required by Paragraph B above or other information

reveals that the application is subject to the provisions of Paragraphs D or E, below, the application

shall be approved in accordance with those paragraphs, provided, however, that nothing in those

Paragraphs D or E shall be construed as giving any mandatory right to any applicant.

D. If the required investigation of an applicant or other information reveals that an applicant for

Apprentice or Active membership has never previously been an Apprentice or Active member of ALPA

Article II ALPA Constitution and By-Laws

on their airline or another airline but has allegedly engaged in any of the actions specified in Article

VIII, Section 1A, the applicant shall not be accepted for membership until approved by the Local

Council and Master Executive Council having jurisdiction, the Vice President-

Administration/Secretary, and the Appeal Board, subject to such conditions or fines as the Appeal

Board may fix. An Apprentice member who was approved for Apprentice membership under this

paragraph and who satisfied any conditions or fines imposed by the Appeal Board shall not be required

to undergo MEC and Appeal Board approval in connection with their transfer to Active membership.

E. If the required investigation or other information reveals that an applicant for Apprentice or

Active membership is a former member who is subject to any of the following Subparagraphs, this

application shall be subject to the approvals required by the following Subparagraph or Subparagraphs

as applicable:

(1) Any former member who has been charged and found guilty of any actions under the provisions

of Article VIII, Section 1A, resulting in expulsion from ALPA, shall not be accepted for membership

until approved by the Local Council and Master Executive Council having jurisdiction, the Vice

President-Administration/Secretary and by action of the Executive Board, at a meeting, subject to such

conditions or fines as the Executive Board may fix.

(2) Any former member who has allegedly engaged in any of the actions specified, in Article VIII,

Section 1A, shall not be accepted for membership until approved by the Local Council and Master

Executive Council having jurisdiction, the Vice President-Administration/Secretary and the Appeal

Board, subject to such conditions or fines as the Appeal Board may fix.

(3) Any former member who has been expelled for nonpayment of dues, assessments, fines, penalties

or financial obligations to ALPA, resulting in expulsion from ALPA, shall not be accepted for

membership until approved by the Master Executive Council having jurisdiction and the Vice

President-Administration/Secretary.

(4) Any former member who voluntarily resigned while continuing actively in their profession, shall

not be accepted for membership until approved by the Master Executive Council having jurisdiction

and the Vice President-Administration/Secretary.

(5) Any former member who has been approved for membership in accordance with the provisions

of this Paragraph E of this Section shall become a member in good standing upon payment of all of

their outstanding indebtedness to ALPA as of the time their former membership ceased; in addition,

they shall be required to pay an amount equal to the sum total of all dues and assessments they would

have paid as an Active member in good standing, from the time of termination of their former

membership until the time of their membership reinstatement, and also a reinstatement fee equal to

the initiation fee specified in Article IX, Section 2C; however, this reinstatement fee may be waived by

action of their Master Executive Council.

(6) An Apprentice member who was approved for Apprentice membership under this Paragraph E

and who has satisfied any condition or fines imposed shall not be required to undergo MEC, Appeal

Board, or Executive Board approval in connection with their transfer to Active membership.

F. Whenever under Paragraphs B, C, D or E of this Section 4 action by a Local Council or Master

Executive Council is specified, and none is yet established, the specified action shall be taken by the

other persons as required in those Paragraphs.

Article II ALPA Constitution and By-Laws

G. An applicant for Active membership shall have completed their company's required probationary

period and be eligible for representation by ALPA in accordance with their employment agreement

before action on their application for such membership can become final, and the day following

completion of such probationary period shall be the date of the applicant's Active membership, subject

to approval of their application in accordance with this Section.

(1) Where an airline has no established probationary period, an applicant is eligible for

consideration for Active membership upon date of hire, but shall not be subject to Section 4I until the

first day of the month following the expiration of nine months after date of hire.

H. The Vice President-Administration/Secretary shall immediately notify an applicant for

Apprentice or Active membership and their Local Council of their acceptance or rejection.

I. Any pilot failing to apply for membership upon becoming eligible for such membership shall be

deemed to have accepted the benefits of ALPA without assuming any of the obligations thereof, and

as a prerequisite to their being accepted as an Active member, they shall be required to pay, in addition

to the regular initiation fee, all of the annual dues, levies and assessments which would have accrued

had they been an Active member of ALPA when they first became eligible for membership. A pilot

shall be deemed eligible for membership as provided above, or upon the day ALPA is certified as a

bargaining representative by the National Mediation Board, or is so recognized by the company.

J. An Apprentice member failing to receive the necessary approval for transfer to Active status

shall be automatically terminated as a member. A terminated Apprentice member or disapproved

applicant for Active membership may reapply for Active membership at any time following the

completion of a six month period after the denial of the most recent request for membership at a Local

Council meeting. In the event the reapplication for Active membership is subsequently approved, the

applicant's eligibility date will be the date of approval for membership or the end of the six month

period from the date of request for transfer or application for Active membership was last denied,

whichever comes first.

SECTION 5 - TRANSFER OF INACTIVE MEMBERS TO ACTIVE MEMBERSHIP

A. An Active member who transferred to Inactive membership is immediately eligible for Active

membership upon return to line pilot status with their carrier. They shall apply in writing to the Vice

President-Administration/Secretary for transfer to Active membership within ninety (90) days after

the date the condition or conditions causing their Inactive status are removed. Dues, assessments,

and penalties shall begin to accrue as of the date of eligibility for transfer to Active membership.

B. When application for transfer from Inactive membership to Active membership is not made

within ninety (90) days from the date of eligibility therefore, the privilege of transfer without payment

of another initiation fee shall expire, and their membership in the Association shall be automatically

terminated. To regain membership status, they shall be bound by the provisions of Sections 4 and 5

of this Article.

SECTION 6 - TRANSFER OF EXECUTIVE MEMBERS TO ACTIVE MEMBERSHIP

A. An Active member who transferred to Executive Active membership is immediately eligible for

Active membership upon return to line pilot status with their carrier and notification to the Vice

President-Administration/Secretary.

Article II ALPA Constitution and By-Laws

B. An Active member who transferred to Executive Inactive membership shall, upon return to line

pilot status with their carrier, apply in writing to the Vice President-Administration/Secretary within

ninety (90) days for transfer to Active membership. Such transfer shall be contingent upon receipt of

majority approval of the member's Master Executive Council. The Active membership financial

obligations of the member shall begin to accrue as of the date of eligibility for transfer to such Active

status. Should Master Executive Council approval for Active membership not be granted, charges

shall be filed under the provisions of Article VIII and heard by their Master Executive Council at its

first regular meeting and a decision rendered at that meeting, affirming or reversing its initial

decision. They may appeal therefrom to the Appeal Board, utilizing the procedures of Article VIII.

C. When application for transfer from Executive Inactive membership to Active membership is not

made within ninety (90) days from the date of eligibility therefore, the privilege of transfer without

payment of another initiation fee shall expire, and their membership in the Association shall be

automatically terminated. To regain membership status, they shall be bound by the provisions of

Sections 4 and 5 of this Article.

SECTION 7 - TERMINATION OF MEMBERSHIP

A. Membership shall be terminated by expulsion when a member remains in bad standing for a

period of two (2) consecutive months because of nonpayment of their dues, assessments, or fines, as

provided in Article IX, or when they are expelled as provided in Article VIII, or when terminated as

provided in this Article; or by voluntary resignation submitted in writing by the member

(recommended via certified mail/return receipt) to the Vice President-Administration/Secretary of the

Association.

B. A voluntary resignation will be subject to a thirty (30) day administrative processing period but,

after processing, will be effective retroactive to the date it was first received by the Vice President-

Administration/Secretary of the Association. A resigning member shall not incur further membership

obligations after the date their written resignation is received by the Vice President-

Administration/Secretary of the Association. A member who withdraws their resignation will be fully

subject to all financial and other requirements of membership that accrued during the period their

resignation was being processed. The Vice President-Finance/Treasurer of the Association shall take

all lawful actions to collect outstanding obligations due at the time of a member's resignation.

SECTION 8 - ASSOCIATE MEMBERS

A. A person who holds a valid U.S. or Canadian commercial pilot certificate and is employed as a

pilot shall be eligible to apply for and hold associate membership in accordance with the Articles of

Association and By-Laws of ALPA's associate organization, as approved by the Executive Council,

provided that such person:

(1) is not a member of ALPA (in any classification);

(2) is not eligible for ALPA membership (in any classification); and

(3) is not represented by ALPA for collective bargaining purposes. Members of such associate

organization shall be associate members of ALPA, and will be eligible to participate in the programs

of the associate organization and ALPA established for associate members, upon payment of

appropriate dues and qualification for such programs.

Article II ALPA Constitution and By-Laws

B. The associate organization shall be governed by its By-Laws, as approved by the Executive Council.

The associate organization shall not become or function as the collective bargaining representative of

any group of employees nor deal with or attempt to deal with any employer concerning grievances,

labor disputes, rates of pay, hours or other terms and conditions of employment. Associate

membership shall not confer eligibility to run for or vote for national or other offices in ALPA or to

otherwise vote in ALPA.

Article III

ALPA Constitution and By-Laws

ARTICLE III - LOCAL COUNCILS AND LOCAL EXECUTIVE COUNCILS

SECTION 1 - ORGANIZATION

A. Local Councils shall be established and dissolved as provided in Section 10 of this Article.

(1) Each Local Council shall have one (1) or more Status Representatives.

(2) The Local Council(s) on an airline shall, where applicable, be organized with Captain, First

Officer and Second Officer Status Representatives, or with Seniority Block Status Representatives, or

with an Instructor Status Representative, all of whom are referred to as Status Representatives. All

Local Councils on an airline shall be organized using the same system, except that a Local Council

composed solely of Instructors may be organized under either system.

(a) When requested by a Master Executive Council, a Seniority Block Status Representative system

for the Local Council(s) on an airline may be established and implemented upon approval of the

Executive Council, which shall consider and take into account the recommendations of the Master

Executive Council as to the number of Local Councils, size and number of uniform seniority blocks,

number of Status Representatives, and related matters.

B. Each Local Council, except a Local Council organized under Section 1C or Section 1D below, shall

have one (1) Status Representative for each pilot status in that Local Council, said Status

Representative(s) to be a member of their airline Master Executive Council and the Board of Directors

of the Association.

(1) A one (1) status Local Council, with only Captains, or Instructors, or one seniority block, shall

have one Status Representative who shall also serve as Local Council Chair. In addition, that Local

Council shall have a Vice Chair and a Secretary-Treasurer who are not Status Representatives.

(2) A two (2) status Local Council, with only Captains and First Officers or two seniority blocks, shall

have a Captain Representative and a First Officer Representative or two Seniority Block Status

Representatives, who shall each be eligible for election as Local Council Chair and Vice Chair. In

addition, that Local Council shall have a Secretary-Treasurer who is not a Status Representative.

(3) Except in a Local Council subject to Section 2C(1)(d)(i) below, a three (3) status Local Council

with Captains, First Officers and Second Officers, or a Local Council with three or more seniority blocks,

shall have a Captain Representative, a First Officer Representative and a Second Officer

Representative or three or more Seniority Block Status Representatives, who shall each be eligible for

election as Local Council Chair, Vice Chair and Secretary-Treasurer.

C. Each two (2) status or three (3) status Local Council on a single Council airline (organized with

Captain, First Officer and, where applicable, Second Officer Status Representatives) with over one

thousand (1000) Active members, as of September 1 of the year preceding the beginning of a regular

term of office, shall have two (2) Status Representatives for each pilot status in that Local Council

effective at the start of the next regular term, said Status Representatives to be members of their airline

Master Executive Council and the Board of Directors of the Association, unless the Executive Council,

taking into account the recommendation of the Master Executive Council, determines that the airline

should be organized under Section 1B above. The Executive Council, taking into account the

recommendation of the MEC, may further determine that a Local Council on a single Council airline

which grows to over one thousand (1000) Active members during a term of office should be subject to

this provision for the remainder of a term of office, or that a Local Council on a single Council airline

which no longer has one thousand (1000) members should be subject to Section 1B above, and establish

transition procedures.

Article III

ALPA Constitution and By-Laws

(1) A two (2) status Local Council, with only Captains and First Officers, shall have two Captain

Representatives and two First Officer Representatives who shall each be eligible for election as Local

Council Chair, Vice Chair and Secretary-Treasurer.

(2) A three (3) status Local Council, with Captains, First Officers and Second Officers, shall have two

Captain Representatives, two First Officer Representatives and two Second Officer Representatives

who shall each be eligible for election as Local Council Chair, Vice Chair and Secretary-Treasurer.

D. A two (2) status or three (3) status Local Council on a multi-Council airline (organized with

Captain, First Officer and, where applicable, Second Officer Status Representatives) with (i) over one

thousand (1000) Active members who constitute twenty-five percent (25%) or more of the Active

membership on the airline, as of September 1 of the year preceding the beginning of a regular term of

office, or (ii) over five hundred (500) Active members who constitute fifty percent (50%) or more of the

Active membership on the airline, as of September 1 of the year preceding the beginning of a regular

term of office, may with prior approval of the Master Executive Council by a three-quarters (3/4)

majority vote and by majority of the Executive Council, have two (2) Status Representatives for each

pilot status in that Local Council effective at the start of the next regular term, said Status

Representatives to be members of their airline Master Executive Council and the Board of Directors of

the Association. The Executive Council, taking into account the recommendation of the MEC by a

three-quarters (3/4) majority vote, may further determine that a Local Council which grows in size to

meet the requirements of this provision during a term of office should be subject to this provision for

the remainder of that term of office, or that a Local Council which no longer meets the requirements of

this provision should be subject to Section 1B above, and establish transition procedures.

(1) A two (2) status Local Council, with only Captains and First Officers, shall have two Captain

Representatives and two First Officer Representatives who shall each be eligible for election as Local

Council Chair, Vice Chair and Secretary-Treasurer.

(2) A three (3) status Local Council, with Captains, First Officers and Second Officers, shall have two

Captain Representatives, two First Officer Representatives and two Second Officer Representatives

who shall be eligible for election as Local Council Chair, Vice Chair and Secretary-Treasurer.

E. The Chair, Vice Chair and Secretary-Treasurer shall comprise the Local Executive Council,

except that the Local Executive Council for a Local Council subject to Section 1C or Section 1D of this

Article or with more than three Seniority Block Status Representatives shall also include all Status

Representatives who are not Local Council officers.

F. On airlines where employment of Professional Flight Engineers is permitted in accordance with

Article XX, Section 1A(1), Second Officer Representatives may be designated at the option of the MEC

and with the approval of the Vice President-Administration/Secretary as “Second Officer/Professional

Flight Engineer Representatives” without change in function or qualifications for office. The MEC will

promptly inform the Vice President-Administration/Secretary of its decision to select or rescind such

designation.

SECTION 2 - LOCAL COUNCIL REPRESENTATIVES AND OFFICERS

A. The nomination of Local Council Representatives and Officers shall be in accordance with Section

7 of this Article.

B. The election of Local Council Representatives and Officers shall be in accordance with Section 8

of this Article.

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C. ELIGIBILITY REQUIREMENTS FOR LOCAL COUNCIL REPRESENTATIVES AND

OFFICERS

(1) Eligibility requirements for Local Council Representatives:

(a) In any Local Council organized under Section 1A(2) above (with Captain, First Officer, Second

Officer or Instructor Status Representatives), any Active member of that Local Council shall be eligible

for election as a Status Representative from the flight crew position they hold at the time the eligibility

roster is created for the nomination ballot, in accordance with Association Voting Procedures.

In the event that there is no eligible member under Section 2C(1)(a) above who is willing to serve as

Second Officer Representative, the Local Council shall be organized as a two (2) status Local Council

under Section 1B(2) above for the term of office or remainder of the term of office, and the First Officer

Representative shall hold the votes of the members in Second Officer status for purposes of roll call

voting as a member of the Master Executive Council and Board of Directors.

(b) In any Local Council organized under Section 1A(2)(a) above (with Seniority Block Status

Representatives), any Active member of that Local Council shall be eligible for election as a Status

Representative from the seniority block to which they are assigned at the time the eligibility roster is

created for the nomination ballot, in accordance with Association Voting Procedures.

retention of office.

(2) Eligibility requirements for Local Council Officers:

(a) In a one (1) status Council, the elected Status Representative shall automatically become the

Local Council Chair. In addition, any Active member of the Local Council in good standing at time of

nomination and election, who is not a Status Representative, shall be eligible for election to the office

of Vice Chair or the office of Secretary-Treasurer.

(b) In a two (2) status Council, the Chair and the Vice Chair must be duly elected Status

Representatives. In addition, except in a Council organized under Section 1C or Section 1D above, any

Active member of the Local Council in good standing at the time of nomination and election, who is not

a Status Representative, shall be eligible for election to the office of Secretary-Treasurer.

Representatives, or a Local Council organized under Section 1C or Section 1D above, the Chair, Vice

Chair and the Secretary-Treasurer must be duly elected Status Representatives.

(3) All candidates for office must be in good standing at the time of nomination and election.

D. TERM OF OFFICE

(1) The terms of office for Local Council Representatives and Officers shall commence and conclude

in accordance with each Local Council's Election Group placement as delineated in Section 9 of this

Article and shall be for thirty-six (36) months.

(2) A Local Council Representative or Officer shall hold office for the term elected to said office

provided they remain a member in good standing of that Local Council, or until recalled in accordance

with the Constitution and By-Laws, vacates the office for any other reason or until their successor is

elected and takes office pursuant to the provisions of this Article; provided, however, that when newly

elected representatives have assumed office, the Officer's term of office shall expire. In a two (2) status

Council, except a Council organized under Section 1C or Section 1D above, the Representatives

receiving the most number of votes and the least number of votes in the Representative election shall

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be certified as Acting Council Chair and Acting Vice Chair, respectively, by the Election and Ballot

Certification Board pending completion of Officer elections.

In a three (3) status Council, or a Local Council with three or more Seniority Block Status

Representatives, or a Local Council organized under Section 1C or Section 1D above, the

Representatives receiving the most votes, the second highest number of votes and the third highest

number of votes in the Representative election shall be certified as Acting Council Chair, Acting Council

Vice Chair and Acting Council Secretary-Treasurer, respectively, by the Election and Ballot

Certification Board, pending completion of Officer elections.

(3) A Local Council Officer and Representative who vacates the office of Status Representative or

Council Officer under the provision of (2) above shall thereby simultaneously vacate both offices.

E. VACANCY IN OFFICE OF LOCAL COUNCIL REPRESENTATIVE OR OFFICER

When the Vice President-Administration/Secretary is advised in writing of any Local Council

Representative or Officer vacancy or is advised in writing of the future effective date of the resignation

of a Local Council Representative or Officer, they shall initiate all of the following appropriate actions:

(1) If a Local Council Representative vacancy occurs two hundred and forty (240) days or more prior

to the expiration of the term, such vacancy shall be filled for the balance of the term by an election in

accordance with Sections 7 and 8A of this Article. Pending the election of a representative, the vacancy

shall be filled by election of an Interim Status Representative as provided in subparagraph (3).

(a) Any Local Council Officer vacancy created by the vacating representative shall be temporarily

filled in accordance with subparagraph (5).

(b) Should the vacated office be that of Chair, an officer election will be conducted as provided in

Section 8B of this Article.

Representative and/or subject to Section 1C or Section 1D of this Article or with three or more Seniority

Block Status Representatives, an officer election will be conducted as provided in Section 8B of this

Article.

(d) Should the vacated office be that of Vice Chair in a Local Council with no Second Officer

Representative and not subject to Section 1C or Section 1D of this Article or with less than three

Seniority Block Status Representatives, the newly elected Local Council Status Representative or

member, whichever is applicable, shall assume the office of Vice Chair.

(e) Should the vacated office be that of Secretary-Treasurer, the newly elected Local Council Status

Representative or member, whichever is applicable, shall assume the office of Secretary-Treasurer,

except that an officer election will be conducted as provided in Section 8B of this Article in a Local

Council subject to Section 1C or Section 1D of this Article or in a Local Council with more than three

Seniority Block Status Representatives.

(2) If a vacancy occurs less than two hundred and forty (240) days prior to the expiration of the term,

it shall be filled by an Interim Status Representative as provided in subparagraph (3). Any vacated

office shall be filled for the balance of the term as provided in subparagraph (5).

(3) When a vacancy occurs as in (1) and (2) above, it shall be filled by election of an Interim Status

Representative as follows: The Local Council Chair shall call a Local Council meeting for the purpose

of nominating and electing an Interim Status Representative. The Local Council, at that session, shall

nominate and shall elect by secret ballot such Interim Status Representative to temporarily fill the

existing vacancy.

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(4) The Interim Status Representative upon election shall become a representative for the Local

Council and shall be a member of the Local Executive Council, Master Executive Council and Board of

Directors, and shall have all the rights and privileges of a regularly elected representative. They shall

be spokesperson for the status they represent and shall not be an officer of the Local Council, except in

a one status Local Council. Upon completion of a Local Council Status Representative election in

accordance with Sections 7 and 8 of this Article, the term of the Interim Status Representative shall

terminate.

(5) Pending election of Local Council Status Representatives or Officers in accordance with Sections

7 and 8 of this Article, the following order of Council Officer succession for the balance of the term(s)

shall be implemented.

(a) In the event of a Chair vacancy only, the Vice Chair shall act as Chair and the

Secretary-Treasurer shall act as Vice Chair as well as Secretary-Treasurer.

(b) In the event of a Vice Chair vacancy only, the Secretary-Treasurer shall act as Vice Chair as well

as Secretary-Treasurer.

Secretary-Treasurer as well as Vice Chair.

(d) In the event of simultaneous vacancies of Local Council Chair and Vice Chair, the

Secretary-Treasurer shall function as Temporary Local Council Chair for the purpose of conducting an

election for Interim Status Representatives. The Temporary Chair shall call a Local Council meeting

and at that meeting the Local Council members shall nominate and shall elect by secret ballot Interim

Status Representatives. At that meeting the Local Council members shall determine by election which

of the Interim Status Representatives shall be Temporary Chair and Temporary Vice Chair, except that

in a Local Council subject to Section 1C or Section 1D of this Article or with three or more Seniority

Block Status Representatives, the members shall elect the Temporary Chair and Vice Chair from

among the incumbent Permanent Status Representatives and the Interim Status Representatives.

Upon completion of Local Council Representational and Officer elections conducted in accordance with

Sections 7 and 8 of this Article, the term of Interim Status Representatives (Temporary Chair and Vice

Chair) shall terminate.

(e) In the event an established Local Council has no elected officers, or in the event a probationary

Local Council is established by the Executive Council on an airline with a functioning Council or

Councils, the Master Executive Council Chair shall appoint an Active member in good standing of that

Council to function as Temporary Local Council Chair for the purpose of conducting an election for

Interim Status Representatives and, where applicable, Secretary-Treasurer. The Temporary Local

Council Chair shall call a Local Council meeting and at that meeting the Local Council members shall

nominate and shall elect by secret ballot their Interim Status Representatives, and in a Local Council

where there are no Second Officers or less than three Seniority Block Status Representatives, a

Secretary-Treasurer. At that meeting the Local Council members shall determine by election which of

their elected representatives shall be Temporary Chair, Temporary Vice Chair and in a Local Council

where there are Second Officers or more than two Seniority Block Status Representatives,

Secretary-Treasurer, provided that in a Local Council subject to Section 1C or Section 1D of this Article,

or with more than three Seniority Block Status Representatives, any incumbent Permanent Status

Representatives shall be eligible for election as Temporary Chair, Temporary Vice Chair and, where

applicable, Temporary Secretary-Treasurer. Upon completion of Local Council Representational and

Officer elections conducted in accordance with Sections 7 and 8 of this Article, the term of Interim

Status Representative (Temporary Chair and Vice Chair) shall terminate.

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(f) In the event there is no Master Executive Council Chair to make such appointment under

subparagraph (e) above, the Vice President-Administration/Secretary, with the approval of the

President, shall appoint an Active member in good standing of such Council to function as Temporary

Chair to conduct Interim Status Representative and Officer elections as provided in subparagraph (5)

above. Such action shall be reported to the Executive Council at its next meeting and be subject to its

review. Any affected member may appeal such action to the Executive Council.

(g) In the event that an airline with one (1) Local Council subject to Section 1C of this Article becomes

a multi-Council airline, the procedures set forth in Sections 2E(5)(e) and 2E(5)(f) above shall be

applicable to the newly established Local Council(s). Upon election of the Interim Status

Representatives and Officers in the newly established Local Council(s), the prior existing Local Council

shall be subject to Section 1B of this Article. The Status Representatives in the original Local Council

in each status who received the greatest number of votes in their election as Status Representatives

shall continue in office as representatives and officers for the remainder of their terms, and any vacancy

in office shall be filled in accordance with Section E of this Article.

F. RECALL OF LOCAL COUNCIL REPRESENTATIVE OR OFFICER

At a Local Council meeting, which has been called to consider, among other things, a recall, such Local

Council, by a majority vote of the Active members in good standing of that council then present, and

valid proxies, may request the Vice President-Administration/Secretary to initiate and circulate a ballot

among the Active members of such Local Council for the removal of a Local Council Status

Representative or Officer, said ballot to be conducted under Association Voting Procedures. Such

ballots shall be validated and tallied under the supervision of the Election and Ballot Certification

Board who shall certify the results and notify the Vice President-Administration/Secretary. The Vice

President-Administration/Secretary shall promptly mail a copy of the certification of results to the

members of the Local Council.

G. BOND

The Local Council Chair and any Local Council officer or member who may be entrusted with Local

Council funds shall be bonded in the amounts specified in the Labor Management Reporting and

Disclosures Act of 1959, as amended (if applicable), or as it may be amended in the future. The Chair,

in any event, shall be accountable for such funds.

SECTION 3 - LOCAL COUNCIL MEETINGS

A. Local Council meetings shall be the forum of the general membership of the Association.

B. REGULAR LOCAL COUNCIL MEETINGS

Regular meetings of the Local Council shall be called at least once every four (4) months by the Chair,

or by the Vice Chair or Secretary-Treasurer at the direction of the Chair. The following shall be

complied with during Local Council meetings: where applicable, due to the size of the Council, or

availability of membership, and in order to allow the maximum number of members to attend a meeting,

the meeting may be divided into two (2) or more sessions. Each meeting having more than one session

shall discuss the same items on the published agenda, and in case of new business at the first session,

such new business shall be discussed at the remaining sessions of the meetings. Any vote taken on any

matter of business must be a compilation of the voting on that matter of business of all sessions. Voting

at second or subsequent sessions must be confined to the issues voted upon at the first session, including

votes to table, amend, etc. Any action to amend or to otherwise dispose of an item at a second or

subsequent session requires that said decision be placed on the published agenda of the next regular

meeting of the Council. In case of a tie vote, the Local Executive Council shall vote the issue and their

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vote shall be the decision of the Council. Items of business not discussed at all sessions shall revert to

the next Local Council meeting for final decision.

C. SPECIAL LOCAL COUNCIL MEETINGS

A special meeting of the Local Council may be called by the Chair at any time, and shall be called by

the Chair upon written request by the Master Executive Council, the President of the Association, or

two or more Local Council Officers. The Officer or Officers requesting such special meeting shall state

the agenda for inclusion in the Chair's published notice. When the President of the Association is

petitioned in writing by thirty percent (30%) of the Active members in good standing of a Local Council,

they shall, within fifteen (15) days, direct the Vice President-Administration/Secretary to call a special

meeting. The Vice President-Administration/Secretary shall publish notice of the time and place of the

meeting, and the agenda items included in the petition. Such meeting shall be convened within forty

five (45) days of receipt of the petition by the President.

D. NOTICE OF MEETINGS

(1) Notice of all regular Local Council meetings shall be given by written notice as far in advance as

is practicable and shall be in receipt of the member not less than twenty-four (24) hours before the time

designated for such meetings, except as provided in subparagraph (2) below. Such notice shall include

the time, place and agenda for the meeting. Any Active member in good standing may submit agenda

items to the Local Council Chair for inclusion in the published agenda in the meeting notice. Such

items shall be in writing. Any agenda item may be introduced by a member at a regular Council

meeting.

(2) Notice of regular Local Council meetings called to consider Nomination and Election of an Interim

Status Representative, as provided in Section 2E of this Article, or to consider recall of a Local Council

Representative or Officer, as provided in Section 2F of this Article, or to vote on a Local Council

assessment in accordance with Article IX, Section 7B, shall be mailed by the Vice President-

Administration/Secretary to each member at their last known home address not less than fifteen (15)

days prior to the date of such meeting.

(3) Subject to the requirements of subparagraph (4) immediately hereafter, notice of all special Local

Council meetings shall be given as in paragraph (1) above except that in an emergency a special meeting

may be called verbally or on less than twenty-four (24) hours’ notice. All notices shall include the

business to be brought before such meetings, and no business other than that specified shall be

transacted.

(4) Notice of special Local Council meetings called to consider Nomination and Election of Interim

Status Representatives, the recall of a Local Council Representative or Officer, or to vote on a Local

Council assessment shall be mailed by the Vice President-Administration/Secretary to each member at

their last known home address not less than fifteen (15) days prior to the date of such meeting.

E. VOTING

At all meetings of a Local Council, all questions coming before such Council shall be decided by a

majority vote of the Local Council members in attendance (including valid proxies except as provided

in the following sentence) and each Active Local Council member in good standing shall have one (1)

vote. Proxies may not be used for secret ballots required in Article III, Section 2E(3) (Interim Status

Representatives); Article IV, Section 2B (Strike Votes); Article IX, Section 7B (Assessments), and

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F. QUORUM

At all regular or special meetings of a Local Council, the Active members in good standing who remain

in attendance shall constitute a quorum for the transaction of business, except that at any special

meeting called verbally or on less than twenty-four (24) hours’ notice, a quorum shall consist of twenty

percent (20%) of the Active members of the Council.

G. PROXIES

Proxies may be used in any vote at a Local Council meeting except those votes enumerated in Section

3E of this Article. No member shall be able to vote more than three (3) proxies. Proxies may not be

transferred if the proxy holder fails to attend the meeting, or is unable to remain for the entire meeting.

(1) Members who are unable to attend a meeting may provide advance proxies, and such proxies may

only be issued through an electronic system accessible through the Association's Website. The electronic

proxy system will be available from the date the meeting notice is sent until twenty-four hours prior to

the scheduled start time for the meeting. The system will permit Active members in good standing to

designate another Active member of the Local Council in good standing as a proxy-holder, will allow

the proposed proxy-holder to accept or reject the proxy, and will provide evidence of the proxy (if

accepted) to the proxy-holder, the proxy-giver, and the Local Council Chair. The system will require

each proxy

to list the subjects for which it is valid, and those subjects must be drawn from the specific subjects

listed on the published agenda.

(2) Members who attend a portion of a local council meeting, but are unable to remain for the entire

meeting, may provide departure proxies. A departure proxy must be written, signed by both the proxy-

giver and proxy-holder in the presence of a local council officer (or another member appointed by the

Local Council Chair), and list the specific subjects for which it is valid. The subjects that may be covered

by a departure proxy must be drawn from either the specific subjects listed on the published agenda, or

from subjects added to the agenda before the proxy-giver departs.

H. MEETING RECORDS AND MINUTES

Minutes and a record of attendance shall be kept of all meetings, both regular and special, and a copy

of such minutes and attendance records shall be sent to the Home Office within thirty (30) days, and

distribution of the minutes shall be made as the Local Executive Council directs.

SECTION 4 - LOCAL EXECUTIVE COUNCIL

A. GENERAL DUTIES OF THE LOCAL EXECUTIVE COUNCIL

The Local Executive Council is charged with and responsible for the proper management of the affairs

and business of the Local Council of which it is a part. All Local Executive Council business shall be

conducted in duly called, regularly convened meetings. Said Local Executive Council may adopt such

rules of procedure for the management of its affairs as it deems proper and which are consistent with

the Constitution and By-Laws.

B. JURISDICTION AND DUTIES OF LOCAL COUNCIL OFFICERS

(1) CHAIR

The Chair of the Local Council shall preside at all meetings thereof and at all meetings of the Local

Executive Council, except as they may otherwise specifically direct in accordance with paragraph B(2)

of this Section. They shall cause to be called all regular and special meetings of the Local Executive

Council and of the Local Council in accordance with the Constitution and By-Laws. They shall be

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responsible for the expeditious processing of complaints and grievances of their Council members and

promoting their interests locally in whatever way possible. They shall be charged with and responsible

for implementing, administering and explaining the policies of their Local Executive Council and

Master Executive Council, the Board of Directors and Executive Board as they pertain to their Local

Council. They shall be a member of the Master Executive Council of the airline and a Director of the

Association.

(2) VICE CHAIR

In the absence of the Chair, the Vice Chair shall perform all of the duties of the Chair as provided in

paragraph B(1) of this Section and such other duties that, from time to time, may be specifically

assigned to them by the Chair. In addition, they shall be a member of the Master Executive Council of

the airline and a Director of the Association, except that the Vice Chair of a single status Local Council

shall not be a member of the Master Executive Council or a Director of the Association.

(3) SECRETARY-TREASURER

The Secretary-Treasurer of the Local Council shall assist the Chair in administering Local Council

funds, maintaining Council records and perform such other duties that the Council Chair may assign

to them. If they are also a Local Council Status Representative, they will be a member of the Master

Executive Council of the airline and a Director of the Association.

SECTION 5 - LOCAL EXECUTIVE COUNCIL COMMITTEES

The Local Executive Council shall establish such Committees and appoint Committee Chairs as may

be necessary for proper conduct of Local Council business consistent with Association and Local Council

policy.

SECTION 6 - LOCAL EXECUTIVE COUNCIL MEETINGS

A. GENERAL

(1) Regular meetings of the Local Executive Council shall be called by the Chair prior to each regular

or special Local Council meeting.

(2) Special meetings of the Local Executive Council may be called by the Chair at any time, and shall

be called by them upon the written request of the President of the Association, the Master Executive

Council or one (1) member of that Local Executive Council.

(3) Any Local Executive Council meeting where every member is present shall be considered a

regular meeting and any or all business may be transacted.

B. NOTICE OF MEETINGS

Notice of all regular or special Local Executive Council meetings shall be given in accordance with

Section 3D of this Article.

C. MEETING RECORDS AND MINUTES

Minutes and a record of attendance shall be kept of all meetings, both regular and special, and a copy

of such minutes and attendance records shall be retained by the Secretary-Treasurer of the Local

Council.

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D. QUORUM

At all regular or special meetings of a Local Executive Council, the members who remain in attendance

shall constitute a quorum for the transaction of business.

E. VOTING

At all meetings of a Local Executive Council, all questions shall be decided by a majority vote of the

Local Executive Council members in attendance, with each member having one (1) vote.

SECTION 7 - NOMINATION OF REPRESENTATIVES

A. Nomination of Local Council Representatives and Officers shall be conducted by secret ballot,

using an internet-based system.

B. The Vice President-Administration/Secretary shall establish a schedule for nominations and

elections in accordance with Section 9 of this Article and, when necessary, to fill vacancies. That

schedule shall be consistent with the requirements of this Article, and with Association Voting

Procedures.

C. No later than fifteen (15) days prior to the scheduled opening of a nomination ballot, the Vice

President-Administration/Secretary shall send a notice of nominations, in a form consistent with

Association Voting Procedures, to each Active and Executive Active member in good standing of the

Local Council.

D. Each Active or Executive Active member in good standing may nominate one (1) candidate for

each open position, except that members in a Local Council subject to Section 1C or Section 1D of this

Article may nominate two (2) candidates for the office of Captain Representative, First Officer

Representative and, where applicable, Second Officer Representative. A nomination ballot shall remain

open for at least fifteen (15) days.

E. Only eligible members who have declared willingness to serve in a position may be nominated for

that position. Declarations must be made through the internet-based system, and that system will be

open to receive willingness-to-serve declarations beginning at least fifteen (15) days prior to the date

that the nomination ballot opens. Members may declare willingness-to-serve for more than one

position.

F. The two (2) members who receive the most nominations for each position shall be the nominees,

except that, in a Local Council subject to Section 1C or Section 1D of this Article, the four (4) members

who receive the most nominations shall be the nominees. In the event of a tie for the second (or fourth,

in the case of a Local Council subject to Section 1C or 1D of this Article) nominee position, the tied

members shall all be nominees.

G. The results of nomination balloting shall be reported to the Election and Ballot Certification

Board, which shall certify the results and notify the Vice President-Administration/Secretary. The Vice

President-Administration/Secretary shall publish the results of the nomination to all Active and

Executive Active members of that Local Council. This publication will be included in the Local Council

Election Ballot described in Section 8A (2) of this Article. The nomination records and all related

material shall be preserved under the supervision of the Vice President-Administration/Secretary for a

period of at least one (1) year.

SECTION 8 - ELECTION PROCEDURES

A. (1) Election of Local Council Representatives and Officers shall be conducted by secret ballot,

using an internet-based system.

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(2) After the Election and Ballot Certification Board has certified the results of nominations for a

Local Council, the Vice President-Administration/Secretary shall send election balloting notices, in a

form consistent with Association Voting Procedures, to each Active and Executive Active member in

good standing of that Local Council. The election balloting notice shall list the names of the nominees

for each elective office in alphabetical order. Each Active and Executive Active member in good

standing may vote for one (1) candidate for each elective office and the successful candidate for each

office shall be that eligible candidate receiving the greatest number of election votes, except that each

Active and Executive Active member in good standing in a Local Council subject to Section 1C or Section

1D of this Article may vote for two (2) candidates for each elective office in an election for Status

Representatives (except in an election to fill a single vacancy in office), and the successful candidates

in such elections (except an election to fill a single vacancy in office) shall be those two (2) eligible

candidates receiving the greatest number of election votes. Nothing herein shall prohibit the write-in

and election of an eligible member for elective office, except when electing the Local Council Chair and

Vice Chair for two (2) status Councils, or except when electing the Local Council Chair, Vice Chair and

Secretary-Treasurer for three (3) status or more than three (3) status Councils or Councils organized

under Section 1C or Section 1D above.

(3) Election balloting by Active and Executive Active members in good standing shall be conducted

in accordance with Association Voting Procedures on dates established by the Vice President-

Administration/Secretary. An election ballot shall remain open at least fifteen (15) days.

(4) The results of balloting shall be reported to the Election and Ballot Certification Board, which

shall certify the results of the election and notify the Vice President-Administration/Secretary. The

Vice President-Administration/Secretary shall promptly mail a copy of the certification to the successful

candidates and to their respective Local Executive Councils. The Vice President-

Administration/Secretary shall publish the results of said election to all members of that Local Council.

This publication will be included in the election balloting notice described in Section 8B(1) of this

Article. The balloting records and all related material shall be preserved under the supervision of the

Vice President-Administration/Secretary for a period of at least one (1) year.

(5) In cases where ties develop in the election process, the candidate who received the greater number

of votes in the nominating process shall be the successful candidate.

B. (1) After the Election and Ballot Certification Board has certified the results of elections

described in Section 8A of this Article for a multi-status Local Council, the Vice President-

Administration/Secretary shall send election balloting notices for the office of Chair, Vice Chair and,

where applicable, Secretary-Treasurer, in a form consistent with Association Voting Procedures, to each

Active and Executive Active member in good standing of that Local Council.

(2) The names of the duly elected Captain Representative, First Officer Representative and, where

applicable, Second Officer Representative, or of the duly elected Seniority Block Status Representatives,

shall be on the election balloting notices in alphabetical order under the heading Chair/Vice Chair

Election Balloting. In those Councils that have three (3) or more Status Representatives the Officer

Election Balloting notice shall be constructed so as to provide the membership the ability to vote for

both Chair and Vice Chair, and the ability to vote for Secretary-Treasurer if required by Section 8B(5)

below.

(3) Each Active and Executive Active member in good standing of such Local Councils may vote for

one (1) of the candidates on the ballot for Council Chair, and in those Councils with a Second Officer

Representative, or three (3) or more Status Representatives, each member in good standing shall have

one (1) vote on each of three (3) or more, where applicable, options for Vice Chair, and the ability to vote

for Secretary-Treasurer if required by Section 8B(5) below.

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(4) Council Chair, Vice Chair and, where applicable, Secretary-Treasurer election balloting shall be

conducted in accordance with Association Voting Procedures on dates established by the Vice President-

Administration/Secretary.

(5) The candidate receiving the highest number of votes for Council Chair shall be the Local Council

Chair. The candidate receiving the next highest number of votes shall be the Local Council Vice Chair,

except in those Councils with a Second Officer Representative or subject to Section 1C or Section 1D of

this Article or with three (3) or more Seniority Block Status Representatives, where the position of Vice

Chair will be filled by the candidate (who was not elected Chair) who receives the highest number of

votes for Vice Chair. The remaining candidate in a three (3) status Council shall be named the Local

Council Secretary-Treasurer, except in a Local Council subject to Section 1C or Section 1D of this Article

or with more than three (3) Seniority Block Status Representatives, where the position of Secretary-

Treasurer will be filled by the candidate (who was not elected Chair or Vice Chair) who receives the

highest number of votes for Secretary-Treasurer.

(6) In cases where ties develop in the election process, the Officer election in question shall be

reballoted according to Association Voting Procedures.

(7) The results of balloting shall be reported to the Election and Ballot Certification Board, which

shall certify the results of the elections and notify the Vice President-Administration/Secretary. The

Vice President-Administration/Secretary shall promptly send a copy of the certification to the successful

candidates and to their respective Local Executive Councils. The Vice President-

Administration/Secretary shall publish the results of said election to all members of that Local Council.

This publication may be included in Local Council Minutes or any other mailing sent to that Local

Council. The balloting records and all related material shall be preserved under the supervision of the

Vice President-Administration/Secretary for a period of at least one (1) year.

C. The election of Local Council Chair, Vice Chair and, where applicable, Secretary-Treasurer, shall

be completed and all candidates notified no later than fifteen (15) days prior to the new term of office.

If the election has not been completed by the effective date of the term of office, Section 2D(2) of this

Article will apply.

SECTION 9 - ELECTION GROUPS

A. Each Local Council shall be assigned to an Election Group. On airlines having more than one (1)

Local Council, said Councils shall be assigned among the Election Groups as evenly as possible. The

Master Executive Council may request and the Vice President-Administration/Secretary, with the

approval of the President, is empowered to change the Election Group to which a Local Council is

assigned. Such action shall be reported to the Executive Council at its next meeting and be subject to

its review. Any affected member may appeal such action to the Executive Council.

Article III

ALPA Constitution and By-Laws

Election Group I:

Effective March 1, 2012, the term of office for Election Group I shall commence March 1, and at each

thirty-six (36) month interval thereafter.

Name of Airline

Councils

Domicile

Air Transport International (ATI)

190

Hebron, KY

Alaska (ALA)

059

Portland, OR

063

Los Angeles, CA

AmeriJet International

134

Miami, FL

Calm Air (CMA)

213

Thompson, MB

Cargojet (CJT)

203

Hamilton, ON

Canadian North (CNP)

222

Edmonton, AB

Delta (DAL)

001

Minneapolis, MN

016

Los Angeles, CA

048

Atlanta, GA (Instructors)

Endeavor Air (EDV)

129

Minneapolis, MN

Envoy Air (ENY)

083

DFW Airport, TX

FedEx Express (FDX)

014

Hong Kong, PRC

024

Oakland, CA

026

Memphis, TN

Flair Airlines

250

Edmonton, AB

Frontier (FFT)

169

Orlando, FL

Jazz Aviation (JAZ)

223

Toronto, ON

JetBlue (JBU)

197

Ft. Lauderdale, FL

199

Los Angeles, CA

Kalitta Air (CKS)

140

Ypsilanti, MI

Kelowna Flightcraft (KFC)

206

Vancouver, BC

Mesa Air Group (MAG)

084

Western

Piedmont (PDT)

035

Charlotte, NC

PAL Airlines (PVL)

229

Air Borealis - Goose Bay, NL

PSA (PSA)

069

Charlotte, NC

Spirit (SPA)

077

Las Vegas, NV

United (UAL)

005

New York, NY

011

Washington DC

034

San Francisco, CA

173

Agana, Guam

Western Global

117

Ft. Myers, FL

WestJet (WJA)

227

Vancouver, BC

Article III

ALPA Constitution and By-Laws

Election Group II:

Effective March 1, 2011, the term of office for Election Group II shall commence March 1 and at each

thirty-six (36) month interval thereafter.

Name of Airline

Councils

Domicile

Air Transat (TSC)

200

Montreal, QC

Air Wisconsin (ARW)

050

Milwaukee, WI

Alaska (ALA)

064

Anchorage, AK

183

San Francisco, CA

Calm Air (CMA)

205

Winnipeg, MB

Delta (DAL)

054

Seattle, WA

066

New York, NY

Endeavor Air (EDV)

127

Atlanta, GA

128

Detroit, MI

Envoy Air (ENY)

114

DFW Airport, TX (Instructors)

126

Miami, FL

FedEx Express (FDX)

022

Memphis, TN

100

Los Angeles, CA

500

Indianapolis, IN

First Air (FAB)

240

Ottawa, ON

Frontier (FFT)

165

Denver, CO

Jazz Aviation (JAZ)

220

Montreal, QC

JetBlue (JBU)

191

New York, NY

Mesa Air Group (MAG)

085

Central

088

Southeast

Morningstar Air Express (MAL)

208

Edmonton, AB

PAL Aerospace (SPR)

232

St. John’s, NL

Pivot Airlines (GGN)

201

Toronto, ON

PSA (PSA)

061

Dayton, OH

Spirit (SPA)

109

Ft. Lauderdale, FL

United (UAL)

012

Chicago, IL

033

Denver, CO

172

Cleveland, OH

Wasaya (WSG)

236

Thunder Bay, ON

WestJet (WJA)

230

Calgary, AB

WestJet Encore (WEN)

211

Calgary, AB

Article III ALPA Constitution and By-Laws

Election Group III:

Effective March 1, 2010, the term of office for Election Group III shall commence March 1 and at each

thirty-six (36) month interval thereafter.

Name of Airline

Councils

Domicile

Air Transat (TSC)

225

Toronto, ON

Air Wisconsin (ARW)

051

Chicago, IL

Alaska (ALA)

067

Seattle, WA

Bearskin (BRS)

219

Thunder Bay, ON

CommutAir (CMT)

152

Newark, NJ

Delta (DAL)

020

Detroit, MI

044

Atlanta, GA

081

Salt Lake City, UT

Endeavor Air (EDV)

157

New York, NY

Envoy Air (ENY)

133

Chicago, IL

ExpressJet (XJT)

175

Reno, NV

FedEx Express (FDX)

007

Memphis, TN

079

Anchorage, AK

123

Cologne, Germany

First Air (FAB)

241

Edmonton, AB

Frontier (FFT)

163

Las Vegas, NV

167

Chicago, IL

Hawaiian (HAL)

065

Honolulu, HI

Jazz Aviation (JAZ)

226

Calgary, AB

231

Vancouver, BC

JetBlue (JBU)

193

Boston, MA

195

Orlando, FL

Mesa Air Group (MAG)

087

Northern

Perimeter (PAG)

238

Thompson, MB

Piedmont (PDT)

029

Philadelphia, PA

PAL Airlines (PVL)

221

PAL Airlines - St. John’s, NL

PSA (PSA)

070

Arlington, VA

Spirit (SPA)

018

Detroit, MI

098

Ft. Lauderdale, FL (Instructors)

Sun Country (SCA)

015

Minneapolis, MN

United (UAL)

057

Los Angeles, CA

093

Denver, CO (Instructors)

171

Houston, TX

WestJet (WJA)

234

Toronto, ON

WestJet Encore (WEN)

214

Toronto, ON

Article III ALPA Constitution and By-Laws

SECTION 10 - ESTABLISHMENT AND DISSOLUTION OF LOCAL COUNCILS

A. The number and location of Local Councils on an airline shall be determined by taking into

account the geographical extent of the airline, the route system, domicile locations and stability,

number of members involved, need for local representation, size of the resulting Master Executive

Council and sound fiscal practices. Multi-domicile Local Councils, including a single Local Council for

a multi-domicile airline, may be established when deemed appropriate. Not more than one (1) Local

Council on any one (1) airline shall be located in any one (1) city, town, or village, except when the

operation of a part or parts of the airline are of a character presenting a marked difference which

justifies such action or the Local Councils on the airline are organized using the Seniority Block Status

Representative system, in which event more than one (1) Local Council may, with the consent of the

Executive Council, be so established. The number and location of Local Councils on an airline shall

be subject to review and change from time to time, taking into account the foregoing factors.

B. Unless requested by the member and approved by the Master Executive Council, a member must

belong to the Local Council for the domicile where the member holds a bid. If no Local Council exists

for a domicile, the Master Executive Council shall assign such members to a Local Council.

C. The Executive Council shall have the authority to establish Local Councils for purposes of

representation and assign Local Councils to Election Groups. The number and location of Local

Councils shall be recommended by the Master Executive Council and final determination shall be

made by the Executive Council.

D. Initial approval for a Local Council shall be for two (2) years. During such probationary period,

the Executive Council may dissolve the Local Council if its members diminish to less than ten (10), or

if circumstances related to establishment of the probationary Local Council are no longer applicable.

E. A Local Council shall be automatically dissolved when the domicile or domiciles for the Local

Council cease to exist or when the Association ceases to be the bargaining representative for the pilots

of the carrier.

F. In addition to automatic dissolution, as provided for in Section 10E above, and dissolution as

provided for in Section 10D above:

(1) The Executive Council shall have the authority to recommend that a Local Council be dissolved,

taking into account the factors set forth in Section 10A, and to dissolve a Local Council with

concurrence of the Master Executive Council.

(2) The Executive Council may, in its own discretion, dissolve a Local Council or Local Councils on

an airline if Article IX, Section 16B or Section 16C, Article XIX or Article XXI has been implemented.

G. For the purpose of initial representation when there is neither an MEC nor a Local Council, or

Councils, as provided for in Articles III, IV and VII of the Constitution and By-Laws, the Executive

Council shall promptly establish a probationary Local Council or Councils and appoint the requisite

temporary Local Council officers. Should the Executive Council not be scheduled to meet within thirty

(30) days, the Vice President-Administration/Secretary shall effect the above.

(1) The Executive Council or the Vice President-Administration/Secretary, as provided above, shall

appoint a Captain Representative, a First Officer Representative or Vice Chair and a Second Officer

Representative or Secretary-Treasurer, or, where applicable, one or more Seniority Block Status

Representatives or officers, or two (2) Status Representatives for each position if the Executive Council

determines that the Local Council shall be subject to Section 1C or Section 1D of this Article. In a

three (3) status Local Council, the appointed Status Representatives shall decide unanimously who

will serve as Chair, Vice Chair and Secretary-Treasurer. In a two (2) status Local Council, the two

Status Representatives shall decide who will serve as Chair and Vice Chair. In a one (1) status Local

Article III ALPA Constitution and By-Laws

Council, the Status Representative shall serve as Chair and appoint the other officers. In the event

that the appointed Status Representatives cannot decide the question unanimously, the Captain

Representative or senior Seniority Block Status Representative shall be the Local Council Chair, the

First Officer Representative or next senior Seniority Block Status Representative shall be the Local

Council Vice Chair and either the Second Officer Representative or next senior Seniority Block Status

Representative or the third pilot, whichever is applicable, shall be the Local Council Secretary-

Treasurer, provided that, in a Local Council subject to Section 1C or Section 1D of this Article or with

more than three Seniority Block Status Representatives, the respective Status Representatives who

are senior in seniority and willing to serve shall be designated as the Council officers in the same

manner. Such appointees shall serve until successors are elected in accordance with the provisions of

Sections 7 and 8 of this Article. Election procedures shall be promptly initiated by the Vice President-

Administration/Secretary.

(2) Such appointees shall have the same jurisdiction and duties as provided in Section 4 of this

Article.

(3) Temporary Local Council Officers shall have the same privileges with respect to nomination and

election as all other eligible members.

(4) The Vice President-Administration/Secretary of the Association shall cause the Temporary MEC

to be convened for the purpose of electing a Temporary Chair, Temporary Vice Chair, and Temporary

Secretary-Treasurer of the MEC to serve until the election of permanent Local Council representatives

has been accomplished in accordance with the provisions of Sections 7 and 8 of this Article at which

time the Temporary Master Chair shall, within fifteen (15) days, convene the permanent Master

Executive Council for the purpose of electing MEC officers in accordance with Article IV, Sections 9

and 10, of the Constitution and By-Laws.

Article IV ALPA Constitution and By-Laws

ARTICLE IV - MASTER EXECUTIVE COUNCIL

SECTION 1 - ORGANIZATION

A. On an airline having one (1) Local Council, except a Local Council subject to Article III, Section

1C, the Local Executive Council shall be the Master Executive Council except when the membership

of a Local Council, at a duly called meeting and with the subject having been on the published agenda

for the meeting, approves, the Local Executive Council of a single-council airline may elect, by

unanimous vote, with the consent of the Executive Council, any Active member in good standing on

their airline to serve as MEC Chair.

B. On an airline having two (2) or more Local Councils or an airline having one (1) Local Council

subject to Article III, Section 1C, all of the Captain Representatives, First Officer Representatives and,

where applicable, Second Officer Representatives, or all of the Seniority Block Status Representatives,

shall be members of the Master Executive Council.

C. Only the Chair of a single status Local Council shall be a member of the Master Executive

Council.

SECTION 2 - JURISDICTION AND DUTIES OF MASTER EXECUTIVE COUNCIL

A. The Master Executive Council shall function as a coordinating Council for the membership on

that airline. Its activities shall be proportionate to and in accordance with the demands made upon it

by the Local Councils. All normal or routine local Association business shall, however, be conducted

by the individual Local Councils.

B. The approval by a majority vote of the Master Executive Council on an airline, with the advice

of the President, is mandatory before a strike vote of the members of an airline may be taken. This

membership strike vote shall be conducted using a telephone and/or internet voting system which

ensures that the manner in which a member votes is never disclosed to the Association. The vote will

be concluded on or before a deadline date established by the Vice President-Administration/Secretary,

and the results shall be certified by the Election and Ballot Certification Board. The Vice President-

Administration/Secretary shall promptly send a copy of the certification to the members of that

airline's Master Executive Council. A simple majority of the valid ballots returned shall govern.

C. The Master Executive Council of an airline is empowered to make the final decision on any

problem or problems of the members of that airline, except as provided elsewhere in the Constitution

and By-Laws. The decisions of the Master Executive Council shall be considered as the decisions of

the members of the airline and shall be acted upon accordingly. However, nothing in this Section shall

authorize any Master Executive Council to initiate any action that is inconsistent with this

Constitution and By-Laws or with the best interests of the Association or the general membership.

D. The Master Executive Council shall establish committees and appoint committee chairs as may

be necessary for conducting Master Executive Council business consistent with Association and MEC

policy.

E. Each Master Executive Council shall develop an annual allocation of their Master Executive

Council Controllable Budget not later than the close of the first regular Master Executive Council

meeting following the Executive Council approval of an Association budget. The Vice President-

Finance/Treasurer of the Association shall provide monthly comparative data, relative to that MEC's

constructed budget, to any MEC requesting such information.

Article IV ALPA Constitution and By-Laws

SECTION 3 - MASTER EXECUTIVE COUNCIL MEETINGS

A. REGULAR MASTER EXECUTIVE COUNCIL MEETINGS

Master Executive Council shall hold at least two (2) meetings a year. It is suggested that these

meetings be held not more than forty-five (45) days prior to May 1 and November 1 of each year.

B. NOTICE OF MEETINGS

Written notice of all regular Master Executive Council meetings shall be in receipt of each Master

Executive Council member not less than fifteen (15) days prior to the date established by the Master

Executive Council Chair. Such notice shall list the time, place and proposed agenda for the meeting.

C. AGENDA

(1) Agenda items submitted by MEC members shall be in writing and shall become part of the

published notice of meeting if in receipt of the Master Chair prior to issuance of such notice. Deadline

dates for submission of agenda items and provisions for inclusion of late agenda items on an agenda

shall be determined by MEC policy.

(2) The Chair will endeavor to comply with subparagraph (1) above, but may submit any agenda

items at any time prior to the close of the meeting.

D. SPECIAL MEETINGS

(1) A special meeting of the Master Executive Council may be called at any time by the Chair or by

the President.

(2) A special meeting shall be called by the Chair or the President upon the written request of thirty

percent (30%) of the members of the Master Executive Council, provided, however, that if the

Executive Council or Executive Board (as specified by policy) has approved funding for a Master

Executive Council in addition to the funding available through the normal budgeting process (but not

including funding from the Major Contingency Fund), a written request from a majority of the

members of the Master Executive Council shall be required for a special meeting. Such written request

to the Chair or President for a special meeting shall list the time, place, and items to be discussed at

the meeting.

(3) The President and all members of the Master Executive Council shall be in receipt of written

notice at least twenty-four (24) hours in advance of such special meeting, and the notice shall set forth

the agenda for the meeting.

(4) No business other than that specified in the written notice shall be conducted at any special

meeting of the Master Executive Council, except that when all members, or their legal proxies, are

present, any business may be conducted, with at least a three-fourths (3/4) majority approval.

(5) All meetings of the Master Executive Council shall be open meetings unless declared closed by

the Master Executive Council.

(6) Special meetings by conference call may be held in accordance with Association policy.

SECTION 4 - ATTENDANCE AND QUORUM

A. At any duly called meeting of the Master Executive Council, each Local Council shall be

represented by its Captain Representative and First Officer Representative and, where applicable, its

Second Officer Representative, or by its Seniority Block Status Representative(s). Each single status

Local Council shall be represented by its Chair.

Article IV ALPA Constitution and By-Laws

B. At any meeting of the Master Executive Council, a majority of its members shall constitute a

quorum for the transaction of business. When a quorum is not present, a lesser number of its members

shall adjourn.

SECTION 5 - VOTING

A. On a multi-council airline or an airline having one (1) Local Council subject to Article III, Section

1C, a majority vote shall be required for election of officers, with each member of the Master Executive

Council having one (1) vote.

B. (1) All issues submitted to the Master Executive Council at any meeting shall be decided by a

majority vote, with each member having one (1) vote. On issues other than election of officers, a

request may be made by any member for a roll call vote. Each member shall have one (1) vote for each

Active member in good standing represented by them, provided that on an airline having one (1) Local

Council subject to Article III, Section 1C or Section 1D, each member shall have one-half of the votes

for the Active members in their status and the member who received the largest number of votes in

election as Status Representative shall have one (1) additional vote in the event of an odd number of

Active members in their status. For the purpose of roll call voting, the Vice President-

Administration/Secretary, upon request by the MEC Chair, shall provide a current report of the

number of Active members in good standing represented by each MEC member.

(2) When voting by roll call, a secret ballot shall not be conducted.

(3) On a single Council airline which is not subject to Article III, Section 1C, the

Secretary-Treasurer, if not a Local Council Representative, may vote on voice votes and "Show of

Hands" votes. On roll call votes, they may cast one (1) vote, with the member present representing

the same category having their roll call vote reduced by one (1).

C. A Master Chair, or acting Chair, who is not also a Local Council Representative, shall vote only

in the event of a tie, except that they shall not vote to break a tie for election of Master Executive

Council Officers.

D. An MEC Vice Chair, Secretary-Treasurer or, where applicable, Secretary or Treasurer, who is

not also a Local Council Representative shall have no vote.

SECTION 6 - REPRESENTATION AT MEC MEETINGS

If for any reason a Local Council Captain Representative, First Officer Representative, or Second

Officer Representative, where applicable, or a Seniority Block Status Representative, or an Instructor

Status Representative, is unable to attend a Master Executive Council meeting, they may designate

in writing their duly elected successor in office to attend and act as their proxy, who will then have all

of the rights and privileges of the original representative. They may designate, in writing, the Vice

Chair or the Secretary-Treasurer of their Council or another member of the MEC who has been elected

by a secret ballot of their membership. Such proxy will then have all the rights and privileges of the

original representative.

SECTION 7 - PROXIES

If a Master Executive Council remains in session beyond the last day specified in the notice for such

meeting, or prior to such time a member can show cause to the Master Executive Council Chair that

they are unable to remain in attendance, a member may designate, in writing, any other member of

the Master Executive Council to act as their proxy, who will then have all the rights and privileges of

the original representative. In the alternative, they may designate, in writing, their duly elected

successor in office or an elected officer of a Local Council who is not also a Status Representative to

act as their proxy, who will then have all the rights and privileges of the original representative. A

Article IV ALPA Constitution and By-Laws

proxy may not be transferred when a proxyholder finds it necessary to depart a meeting.

SECTION 8 - MEETING RECORDS AND MINUTES

Minutes and a record of attendance shall be kept of all meetings, both regular and special, and such

minutes and records shall be a part of the Master Executive Council's records and files. A copy of such

minutes and records shall be sent to the Home Office within thirty (30) days, and distribution made

as the Master Executive Council Chair directs.

SECTION 9 - OFFICERS

A. Each Master Executive Council shall have the following elected officers: a Chair, a Vice Chair

and a Secretary-Treasurer or a Secretary and a Treasurer if such option is chosen under subparagraph

A(1) below.

(1) On an airline having two (2) or more Local Councils or an airline having one (1) Local Council

subject to Article III, Section 1C, the Master Executive Council may elect, by majority vote at a meeting

held at least thirty (30) days prior to an election for the office of Secretary-Treasurer, to establish

separate elected offices of Secretary and Treasurer. A Master Executive Council which elects to

establish such separate offices of Secretary and Treasurer shall not recombine such offices into a single

office of Secretary-Treasurer except at a meeting held at least thirty (30) days prior to an election for

the offices of Secretary and Treasurer. Any action taken by a Master Executive Council to separate or

recombine such offices shall be reported in writing by the Master Chair to the Vice President

Administration/Secretary within ten (10) days.

B. There shall be no salary in connection with any office of a Master Executive Council.

SECTION 10 - ELECTION OF OFFICERS

A. ELIGIBILITY

(1) The eligibility requirements for any Master Executive Council officer of a single-council airline,

except that as defined in Section 1A of this Article, shall be as prescribed in Article III.

(2) The Chair, Vice Chair and Secretary-Treasurer or, where applicable, the Secretary and

Treasurer, of the Master Executive Council must be Active members of the airline in good standing at

the time of nomination and election.

(3) Notwithstanding the provisions of A(2) above, the Master Executive Council may require that

the Vice Chair of the Master Executive Council must be an Active member of the airline in good

standing at the time of the nomination and election, of a different status than the Master Chair at the

time of nomination. A change of pilot status subsequent to nomination shall not preclude election to,

assumption of, or retention of office.

B. TERM OF OFFICE

(1) Unless elected as a Master Chair or Master Chair at Large on a single-council airline, except a

single-Council airline organized under Article III, Section 1C, the term of office of the Master Chair

shall be for twenty-four (24) months from the effective date of election or reelection, or until their

successor has been elected in accordance with the Constitution and By-Laws. In the conduct of its

officer elections, a Master Executive Council may elect a successor within the ninety (90) day period

immediately prior to the expiration of the term of office of the incumbent, said successor to then take

office at the expiration of the twenty-four (24) month term. The term of office of a Master Chair or

Master Chair at Large on a single-council airline, except a single-Council airline organized under

Article III, Section 1C, will parallel that of the LEC of the Council.

Article IV ALPA Constitution and By-Laws

(2) The term of office of the Vice Chair shall be for twenty-four (24) months, concurrent with the

term of office of the Master Chair.

(3) The term of office of Secretary-Treasurer or, where applicable, the Secretary and Treasurer,

shall be for twenty-four (24) months, concurrent with the term of office of the Master Chair.

(4) The Secretary-Treasurer or, where applicable, the Secretary, shall notify the Vice President-

Administration/Secretary of the names of newly elected officers and the date upon which their term of

office commenced.

SECTION 11 - VACANCY IN OFFICE

A. The Vice Chair shall become Acting Master Chair of the Master Executive Council when the

office of Chair is vacant.

B. When the office of Master Chair becomes vacant for any reason, the Acting Master Chair shall

call a meeting of the Master Executive Council within sixty (60) days for the purpose of electing a new

Master Chair.

C. When the office of Vice Chair is vacant for any reason, the Secretary-Treasurer or, where

applicable, the Secretary, shall become acting Vice Chair. The vacant office of Vice Chair shall be

filled by election at the next meeting.

D. When the office of Secretary-Treasurer or, where applicable, the office(s) of Secretary and

Treasurer, are vacant for any reason, the Vice Chair shall fill the office(s) on an acting basis. The

vacant office(s) will be filled by election at the next meeting. When the office of Secretary or Treasurer

is vacant for any reason, the other officer shall become Acting Secretary or Acting Treasurer and the

office will be filled by election at the next meeting.

E. If the offices of Master Chair and Vice Chair become vacant simultaneously for any reason, the

Secretary-Treasurer or, if applicable, the Secretary shall become Acting Master Chair, and shall call

a special meeting within ten (10) days for the election of such officers. If, where applicable, the office

of Secretary is also vacant, the Treasurer shall become Acting Master Chair and shall call a special

meeting within ten (10) days for the election of such officers.

F. In the event simultaneous vacancies in all Master Executive Council offices occur, a temporary

Chair shall be appointed by the Vice President-Administration/Secretary, with the approval of the

President. The President of the Association shall thereupon call a Master Executive Council meeting

for the purpose of electing officers.

G. Any vacancy in office of the Master Executive Council of a single-council airline, except an airline

having one (1) Local Council subject to Article III, Section 1C, shall be filled in accordance with Article

III.

H. When the office of Master Chair on a single-council airline, having been created under the

provisions of Section 1A of this Article, is vacant for any reason, the Local Council Chair will assume

the office of Master Chair for the balance of the term of office, or until a new Master Chair is elected

under the provisions of Section 1A of this Article.

Article IV ALPA Constitution and By-Laws

SECTION 12 - JURISDICTION AND DUTIES OF MASTER EXECUTIVE COUNCIL

OFFICERS

A. The Master Chair shall be:

(1) The chief executive officer of their Master Executive Council.

(2) Charged with, and responsible for, administering the policies of their Master Executive Council.

(3) Responsible for expeditious processing of members' complaints and grievances.

(4) The Association representative on their airline for the purpose of furthering and implementing

the objectives and policies of the Board of Directors and Executive Board.

(5) Charged with, and responsible for, coordinating and compiling Local Council policy, review

reports and recommendations and submitting such material to the appropriate committees of the

Association.

(6) An ex officio member of the Negotiating Committee.

(7) An ex officio member of the Board of Directors, if not also a Local Council Representative.

B. The Master Chair at Large on a single council airline, except an airline having one (1) Local

Council subject to Article III, Section 1C, shall be limited to the jurisdiction and duties of Master Chair

as specified in paragraph A of this Section, and shall not encroach upon those of the Local Council

Chair as defined in Article III, Section 4B(1).

C. The Vice Chair of the Master Executive Council shall:

(1) Assist the Master Chair by performing such duties that may be specifically assigned to them by

the Master Chair.

(2) Perform the duties of the Master Chair in their absence.

D. The Secretary-Treasurer of the Master Executive Council shall:

(1) Assist the Chair in administering Master Executive Council funds.

(2) Maintain Master Executive Council records.

(3) Perform such other duties that may be specifically assigned by the Master Chair.

E. When the Master Executive Council has separate offices of Secretary and Treasurer, the

Secretary shall perform the duties set forth in Section 12D(2) and D(3) above and the Treasurer shall

perform the duties set forth in Section 12D(1) and D(3) above.

SECTION 13 - RECALL

A. (1) Any officer of the Master Executive Council, including a Master Chair at Large on a single

council airline, may be recalled from office at any time with or without cause, by a two-thirds vote of

the Master Executive Council conducted by secret ballot with each member casting one vote, provided

that in the case of a single council airline, except an airline having one (1) Local Council subject to

Article III, Section 1C, a Master Executive Council officer may only be removed as prescribed in Article

III, Section 2F.

Article IV ALPA Constitution and By-Laws

(2) Where, in a recall vote under subparagraph (1), at least fifty percent but less than two-thirds of

the Master Executive Council has voted in favor of recall, a motion may be offered from the floor

requesting a second vote on the recall motion using the roll call voting procedure. This motion to

conduct a roll call vote on the recall motion must be allowed, if requested, as the next order of business

following the first recall vote, and shall require a simple majority of the MEC.

(3) A simple majority of roll call votes in favor of recall shall be sufficient to effect the recall of an

MEC officer.

B. An affirmative vote for removal of an officer of the Master Executive Council shall not remove

the officer from membership on the Master Executive Council if they are still qualified for membership

thereon as a Local Council Representative or Officer.

C. A member of the Master Executive Council shall be removed from membership thereon as a

result pursuant to Article III, Section 2F.

D. When a Master Chair is removed from office, the Master Executive Council may elect a new

Master Chair at that meeting or apply Section 11 of this Article.

SECTION 14 - BOND

The Master Executive Council Chair or any Master Executive Council officer or member who may be

entrusted with Master Executive Council funds shall be bonded in the amounts specified in the Labor

Management Reporting and Disclosure Act of 1959, as amended, or as it may be amended in the future.

The Master Chair, in any event, shall be accountable for such funds.

SECTION 15 - ESTABLISHMENT OF A NEW MASTER EXECUTIVE COUNCIL

For the purpose of initial representation, Local Council Officers established in accordance with Article

III, Section 10C and D, shall form the temporary Master Executive Council. The Vice President-

Administration/Secretary shall cause the temporary Master Executive Council to be convened for the

purpose of electing its Chair, Vice Chair and Secretary-Treasurer to serve until the election of Local

Council Representatives has been accomplished in accordance with Article III, Sections 7 and 8, at

which time the temporary Master Chair shall, within fifteen (15) days, convene the Master Executive

Council for the purpose of electing the Master Executive Council Chair, Vice Chair and

Secretary-Treasurer in accordance with Sections 9 and 10 of this Article.

SECTION 16 - SINGLE COUNCIL AIRLINE

A. In the case of an airline with only one (1) Council, except an airline having one (1) Local Council

subject to Article III, Section 1C, the Local Council Chair shall also be Master Chair, unless a Master

Chair is elected under the provisions of Section 1A of this Article, provided that if it expands to a multi-

council airline, the Local Council Chair of the initial Council shall continue in office as Master Chair.

When officers have been elected in the new Council or Councils, they shall promptly call a meeting of

the Master Executive Council for the purpose of electing officers under the provisions of Section 10 of

this Article.

B. In case a multi-council airline shrinks to a single-council airline, the officers of the remaining

Local Council shall remain in office and assume the offices of the Master Executive Council pursuant

to Section 1A and 10A(1) of this Article. If more than twelve months remains in the terms of the

officers of the remaining Local Council, the Vice President-Administration/Secretary shall

immediately initiate the process for nomination and election of Local Council Representatives and

Officers under the provisions of Article III, Sections 7 and 8, for the remainder of the term of office,

with the meeting for nominations under Section 7D to be held within thirty (30) days. Upon the

completion of such Representative and Officer elections, the terms of the prior representatives and

Article IV ALPA Constitution and By-Laws

officers shall terminate. If less than twelve months remains in the terms of the officers of the

remaining Local Council, then such officers will remain in office through the end of their terms.

C. In case an airline having one (1) Local Council subject to Article III, Section 1C expands to a

multi-council airline, the MEC officers shall continue in office. When officers have been elected in the

new Council or Councils, and the original Local Council is subject to Article III, Section 1B pursuant

to Article III, Section 2E(5)(g), the MEC Chair shall promptly call a meeting of the Master Executive

Council for the purpose of electing officers under the provisions of Section 10 of this Article.

Article V ALPA Constitution and By-Laws

ARTICLE V - EXECUTIVE BOARD

SECTION 1 - ORGANIZATION

A. The Executive Board shall be composed of the Chair of the Master Executive Council of each

airline.

B. The members of the Executive Council shall be ex officio members of the Executive Board.

SECTION 2 - JURISDICTION AND DUTIES

A. The Executive Board in session shall have the power and authority to control the Association,

its general management and business affairs, subject to the provisions of the Constitution and

By-Laws. It may establish or change policy to be followed by the Association and its members. It may

change policies previously announced by the Board of Directors. It may interpret the Constitution and

By-Laws but shall not have the power to change the Constitution and By-Laws, the dues structure of

the Association, or to levy assessments. It shall receive interim reports from Association Officers and

committees authorized by the Board of Directors and Executive Board, and may implement such

recommendations as do not require Constitution and By-Laws changes. It shall provide guidance to

the National Officers and the Executive Council in the furtherance of Executive Board and Board of

Directors' objectives contained both in policy and in the Constitution and By-Laws. It shall carry out

the duties specifically mentioned elsewhere in the Constitution and By-Laws. It may call the Board

of Directors into special session. It may ballot the Board of Directors on any matter provided that a

ballot for proposed changes to the Constitution and By-Laws shall be conducted in accordance with

Section 2C below. It may appoint such Committees as may be necessary for the proper conduct of

Association business.

B. When required, it shall nominate and elect members to fill vacancies in the offices of the First

Vice President, Vice President-Administration/Secretary, or Vice President-Finance/Treasurer, in

accordance with the provisions of Article XI, XII, or XIII, whichever is applicable.

C. The Executive Board in session may by a two-thirds (2/3) majority vote adopt proposed changes

to the Constitution and By-Laws, subject to approval by a two-thirds (2/3) majority on a roll call basis

of valid ballots returned by the Board of Directors by a ballot conducted under Association Voting

Procedures.

SECTION 3 - MEETINGS

A. REGULAR MEETINGS

Regular meetings of the Executive Board shall be held twice annually during the periods April/May

and September/October but not less than 30 days prior to a Regular Board of Directors meeting. All

meetings of the Executive Board shall convene at an appropriate facility within the Washington, D.C.,

or Ottawa, ON, area. The date, site and location of the meetings shall be determined by the Executive

Council at least six (6) months in advance.

B. NOTICE OF MEETINGS

Written notice of all regular Executive Board meetings shall be sent to each Executive Board member

at least forty-five (45) days before the date thereof by the President of the Association. Such notice

shall list the time and place of the meeting, and shall be accompanied with the advance agenda.

Article V ALPA Constitution and By-Laws

C. AGENDA

As a minimum, the agenda for each regular meeting of the Executive Board shall consist of a report

from the President, the First Vice President, the Vice President-Administration/Secretary and Vice

President-Finance/Treasurer, the Executive Council, and the Committees of the Board of Directors,

the Executive Board, and the Executive Council.

(1) Agenda Items may be submitted by the President of the Association, members of the Executive

Council, the Executive Council, or members of the Executive Board. Any item to become a part of the

agenda for a regular Executive Board meeting must be submitted in writing and shall become part of

the published notice of meeting if in receipt of the Vice President-Administration/Secretary ten (10)

days prior to issuance of such notice.

(2) Any Agenda Item received after the deadline date shall be treated as a Late Agenda Item. Late

Agenda Items may be submitted during the first day by any member of the Executive Board or the

Executive Council with approval by a majority vote of the Executive Board, each member having one

(1) vote. The President may submit Agenda Items at any time.

(3) The Executive Council may submit an agenda item at any time up until the commencement of

the meeting of the Executive Board. Submissions by the Executive Council thereafter shall be treated

as a late agenda item and require approval by majority vote of the Executive Board.

D. SPECIAL MEETINGS

Special meetings of the Executive Board may be called at any time by the President or by a majority

vote of the Executive Council. Any three (3) members of the Executive Board may petition the

President to ballot the Executive Board using Association Voting Procedures for the purpose of calling

a special meeting. A special meeting will be called if thirty percent (30%) of the Executive Board

members or Executive Board members representing thirty percent (30%) of the Active membership

agree. In addition, thirty percent (30%) of the Executive Board members or Executive Board members

representing thirty percent (30%) of the Active membership may call a special meeting directly by

written request to the President. Any request for a special meeting shall include the time and agenda

for such meeting. Written notice of such meeting shall be sent to each member of the Executive Board

not less than five (5) days prior to such meeting, and shall include the time, place, and agenda of such

meeting, except that in unusual circumstances a meeting may be called by telegram with twenty-four

(24) hours’ notice. At any meeting called among other things for the election of a First Vice President,

Vice President-Administration/Secretary or Vice President-Finance/Treasurer to fill an interim

vacancy for the unexpired portion of a term of office, additional items may be placed on the agenda by

a majority vote of the Executive Board.

E. All meetings of the Executive Board are open to all Active members of the Association and invited

guests; provided, however, that the Executive Board may declare any session to be a closed session

and exclude any or all persons who are not duly accredited members of the Executive Board.

F. Order of Business. The order of business for each meeting shall be:

(1) Call to Order by Chair

(2) Roll Call of Delegates

(3) Announcements of Unrepresented Airlines

(4) Reports of Officers

(5) Ratification of Delegate Committee Assignments

(6) Late Agenda Item Submissions

(7) Nomination and Election of Officers, when required

(8) Action on Agenda Items

(9) Adjournment

Article V ALPA Constitution and By-Laws

G. The Executive Board may change the Order of Business by a majority vote.

SECTION 4 - ATTENDANCE AND QUORUM

A. At any meeting of the Executive Board, each airline shall be represented by its Master Chair, or

their duly appointed proxy.

B. A majority of the Executive Board members representing more than fifty percent (50%) of the

Active members of the Association in good standing shall constitute a quorum for convening and

transacting business at a meeting of the Executive Board.

SECTION 5 - VOTING

A. Decisions on all questions, including election of officers, brought before the Executive Board shall

be determined by a majority vote unless otherwise specified in the Constitution and By-Laws. All

voting shall be viva voce, except that a standing vote or roll call vote shall be taken at the request of

any member of the Executive Board.

B. When voting by roll call, each member of the Executive Board shall have one (1) vote for each

member in good standing that they represent. The Vice President-Administration/Secretary shall

furnish a roll call as a part of their report to each Executive Board meeting.

SECTION 6 - REPRESENTATION AT EXECUTIVE BOARD MEETINGS

If a member of the Executive Board is unable to attend a meeting of that body, they shall designate,

in writing, the MEC Vice Chair to attend in their stead, who will have all the rights and privileges of

the original representative. In the event the MEC Vice Chair is unable to attend, the Master Chair

will designate in writing the MEC Secretary-Treasurer or any member of their MEC to attend in their

stead, who will then have all the rights and privileges of the original representative. If no member of

their MEC is able to attend, they shall designate any other member of the Executive Board as a proxy,

who will then have all the rights and privileges of the original representative, provided that the MEC

Chair of a single council MEC may designate an Active member in good standing of their airline. A

member of the Executive Board who has designated a representative to attend a meeting of the

Executive Board in their stead shall revoke their designation if they subsequently attend.

SECTION 7 - PROXIES

A. If for any reason a member of the Executive Board is unable to remain at a meeting of the

Executive Board, they may designate in writing their MEC Vice Chair, MEC Secretary-Treasurer, any

member of their MEC, or any member of the Executive Board as a proxy with all the rights and

privileges of the original representative. A proxy may not be transferred when a proxyholder finds it

necessary to depart a meeting.

B. A member of the Executive Board may revoke their proxy once at any Executive Board meeting.

Any subsequent designation of a proxy shall be final and binding.

SECTION 8 - CREDENTIALS COMMITTEE

A. The Credentials Committee shall consist of not less than three (3) members of the Executive

Board appointed by the Vice President-Administration/Secretary, with the approval of the President.

Such action shall be reported to the Executive Council at its next meeting and be subject to its review.

Any affected member may appeal such action to the Executive Council.

B. The Credentials Committee shall certify the credentials of members of the Executive Board,

their designated representatives and proxies.

Article V ALPA Constitution and By-Laws

SECTION 9 - MEETING RECORDS AND REPORTS

A transcript of all meetings, both regular and special, shall be kept on file at the Home Office by the

Vice President-Administration/Secretary. A compilation of actions shall be distributed to each

member of the Executive Board and the Board of Directors as soon as possible after each Executive

Board meeting, but in no case later than twenty-one (21) days after adjournment.

Article VI ALPA Constitution and By-Laws

ARTICLE VI - EXECUTIVE COUNCIL

SECTION 1 - ORGANIZATION

The Executive Council shall be composed of and the members shall be the President, the First Vice

President, the Vice President-Administration/Secretary, the Vice President-Finance/Treasurer and

the Executive Vice Presidents.

SECTION 2 - JURISDICTION AND DUTIES

A. The Executive Council shall attend all meetings of the Board of Directors and the Executive

Board. It shall act in consultation and cooperation with the President in furthering the objectives and

policies announced by the Board of Directors or the Executive Board. It may interpret the

Constitution and By-Laws and Policy. The Executive Council shall act in the capacity of owners'

representatives and general trusteeship of the Association's business and funds, and shall effect loans

or guarantee notes as necessary for the implementation of approved programs. In addition, the

Executive Council shall perform any duties mentioned elsewhere in the Constitution and By-Laws.

B. Action taken by the Executive Council under paragraph A above shall be subject to review by

the Executive Board in session upon the application of three (3) members of the Executive Council,

unless the applicants agree that a ballot of the Executive Board is sufficient. Such actions of the

Executive Council are effective until such time as the appeal is determined.

C. Subject to approval by the Executive Board in session, the Executive Council may adopt policy

or initiate changes to the Constitution and By-Laws for approval by the Board of Directors.

SECTION 3 - MEETINGS

A. REGULAR MEETINGS

Regular meetings of the Executive Council shall be held every three (3) months.

B. SPECIAL MEETINGS

Special meetings may be called at any time by the President. If any other member of the Executive

Council desires to call a special meeting thereof, they may so request of the President, indicating the

item or items they wish to place on the agenda. The President shall within seven (7) days ballot the

Executive Council on whether or not a special meeting shall be called. A special meeting shall then

be called if thirty percent (30%) or more of the Executive Council members so vote.

SECTION 4 - ATTENDANCE AND QUORUM

A. A quorum consisting of no fewer than two National Officers and four Executive Vice Presidents

and in no case less than seven total shall be required for the consideration of and action upon the

following matters:

(1) interpretation of the Constitution and By-Laws

(2) adoption of policy

(3) initiation of Constitution and By-Laws changes

(4) adoption of Association-wide immediate or long term planning

(5) institution of Association-wide action

(6) national budget approval or modification

(7) OCF or MCF expenditures

Article VI ALPA Constitution and By-Laws

B. A quorum consisting of no fewer than two National Officers and three Executive Vice Presidents

shall be required for the consideration or action on all business brought before the Executive Council

on matters other than those enumerated in Section 4A above.

C. Each member of the Executive Council, including National Officers, on matters coming before it

shall have one vote.

SECTION 5 - REPRESENTATION AT EXECUTIVE COUNCIL MEETINGS

Should an Executive Vice President be unable to attend a meeting of the Executive Council, they shall

select a personal representative from an airline within their Executive Vice Presidential Election

Group who is a National Officer, MEC officer or Local Council officer, or from among the members of

the Executive Council, to attend the meeting in their stead, except that the Executive Vice President

for Election Group C may optionally select a Canada Board officer as their personal representative.

Should the First Vice President, Vice President-Administration/Secretary or Vice President-

Finance/Treasurer be unable to attend an Executive Council meeting, such officer may designate a

personal representative from among the members of the Executive Council.

SECTION 6 - PROXIES

A member in attendance at an Executive Council meeting, should a member find it necessary to depart

such meeting prior to its adjournment, may designate another member in attendance, by written

proxy, to represent them in their absence. A proxy may not be transferred when a proxyholder finds

it necessary to depart a meeting.

SECTION 7 - MEETING RECORDS AND MINUTES

A. The Executive Council shall report to and through the Executive Board.

B. A report from the Vice President-Administration/Secretary on the discussions, recommendations

and actions of the Executive Council shall be distributed to all members of the Board of Directors,

Executive Board, and to all Master Executive Council Vice Chairs within twenty-one (21) days after

adjournment of each meeting of the Executive Council, or within twenty-one (21) days after recessing,

if such meeting is not resumed within seven (7) days. Such report shall include, as a minimum, the

minutes; the names of Executive Council members present; every resolution acted upon, whether

approved, disapproved, or tabled; the disposition of each question; and the manner in which each

member voted.

C. Whenever two (2) or more of the members of the Executive Council (including personal

representatives) do not agree with the opinion of the majority on any matter at any meeting of the

Council, they shall have the right of submitting a minority report to all members of the Board of

Directors, Executive Board, and to all Master Executive Council Vice Chairs.

Article VII ALPA Constitution and By-Laws

ARTICLE VII - BOARD OF DIRECTORS

SECTION 1 - ORGANIZATION

The Board of Directors shall consist of the Captain, First Officer, and, where applicable, the Second

Officer Representative(s) or all of the Seniority Block Status Representatives or the Instructor Status

Representative of each Local Council. The President, First Vice President, Vice President-

Administration/Secretary, Vice President-Finance/Treasurer, Executive Vice Presidents, and Master

Chairs, if not also a Local Council Status Representative, shall be ex officio members of the Board of

Directors.

SECTION 2 - JURISDICTION AND DUTIES

The Board of Directors is the highest governing body of the Association. It shall be vested with the

control of the Association, its general management and business affairs. Its decision, whether

rendered by ballot or in session, shall be the final governing decision of the Association and shall be

binding on the Executive Board, the Executive Council, the Officers, and all members of the

Association, subject to action of the Executive Board pursuant to Article V, Section 2, of this

Constitution and By-Laws. The Vice President-Administration/Secretary of the Association shall

ballot the Board of Directors on any issue when petitioned by fifteen percent (15%) of the Board of

Directors. In the event of any dispute arising out of the meaning or intent of these Constitution and

By-Laws, the Board of Directors shall have the power to interpret the Constitution and By-Laws and

such interpretation shall govern the Association in the conduct of its business and affairs.

SECTION 3 - REGULAR MEETINGS

A. A regular meeting of the Board of Directors shall be held once every two (2) years. The Executive

Council shall set the meeting date, which shall be no earlier than October 1st and no later than

November 10

, and shall not conflict with Thanksgiving Day in Canada. Every reasonable effort will

be made to convene the Board of Directors meeting on a Monday, and to schedule and conduct the

meeting so as not to exceed four (4) days. If the Executive Council deems it necessary to hold the

Board meeting at some other time of that year, it may ballot the Board of Directors using Association

Voting Procedures, specifying the date on which it desires the meeting to be held. A majority vote of

the Board of Directors shall be necessary to change the date of such regular meeting.

B. Regular meetings of the Board of Directors shall be held at a site and location designated by the

Executive Council.

C. NOTICE OF MEETINGS

Notice of Regular Board of Directors meetings shall be sent to each member of the Board of Directors

not less than sixty (60) days prior to the beginning date of said Regular meeting. The meeting notice

shall be sent by U.S. Mail unless the member has elected to receive ALPA communications through

electronic means, in which case electronic notification may be provided.

D. Subject to the provisions of Section 10 of this Article, the order of business at Regular Board of

Directors Meetings normally shall be:

(1) Call to Order by Chair

(2) Roll Call of Delegates

(3) Announcement of Unrepresented Local Councils

(4) Reports of Officers

(5) Ratification of Delegate Committee Assignments

(6) Late Agenda Item Submissions

(7) Nomination and Election of Officers

Article VII ALPA Constitution and By-Laws

(8) Action on Agenda Items

(9) Adjournment

E. The Board of Directors may change the order of business by majority vote.

SECTION 4 - AGENDA SUBMISSION PROCEDURES

A. At all Regular meetings of the Board of Directors, the following procedure shall apply with

respect to submission of Agenda Items:

(1) All Agenda Items must be in writing.

(2) Agenda Items may be submitted by a Local Council, a Master Executive Council, the Executive

Board, the Executive Council, or the President of the Association.

(3) All Agenda Items submitted by a Local Council or a Master Executive Council shall be submitted

to the Vice President-Administration/Secretary and be received by or bear a postmark date not later

than fifty (50) days prior to the first day of the Board of Directors meeting.

(4) Not later than thirty (30) days prior to the Board of Directors meeting, the Vice President-

Administration/Secretary shall transmit to the members of the Board of Directors the items which

have been placed on the agenda, and shall furnish members of the Board of Directors their individual

Committee assignments, and each Committee's known Agenda Items.

(5) Agenda Items shall be published as submitted. No additions, deletions or editing may be made

without the permission of the sponsor.

(6) Late Agenda Items may be submitted by a delegate prior to the close of business on the first day

of the Board of Directors meeting with approval of their Master Executive Council. Late Agenda Items

may also be submitted by a Master Executive Council. Acceptance of late Agenda Items shall be

approved by a two thirds (2/3) majority vote of the Board of Directors.

(7) The Executive Board or the Executive Council may submit an Agenda Item at any time up until

the commencement of the meeting of the Board of Directors. Submissions by the Executive Council or

the Executive Board thereafter shall be treated as a late Agenda Item and require approval of a two-

thirds (2/3) majority vote of the Board of Directors.

(8) The President may submit an Agenda Item at any time.

B. Any properly submitted Agenda Item may be cosponsored by any Master Executive Council.

Such endorsement shall be prior to the end of the second day of the meeting and shall be in writing.

C. An Agenda Item may be withdrawn from the agenda if all sponsors concur.

SECTION 5 - SPECIAL MEETINGS

A. Special meetings of the Board of Directors may be called at any time by the Executive Council,

the Executive Board, or by the President.

B. Whenever thirty percent (30%) of the Active membership petitions the Vice President-

Administration/Secretary requesting that the Board of Directors be called into session, they shall

within seven (7) days ballot the Active membership on the question of whether or not the Board of

Directors shall be called into session. Said ballot shall state the issue or issues upon which the

petitioners desire the Board of Directors to act and shall state a reasonable deadline date for conclusion

of the ballot. If a majority of the Active members of the Association vote in favor of calling the Board

Article VII ALPA Constitution and By-Laws

of Directors into session, the Vice President-Administration/Secretary shall within seven (7) days from

said deadline notify each member of the Board of Directors by Certified Mail, Return Receipt

Requested. Such notice shall be in receipt of the member not less than seven (7) days nor more than

fourteen (14) days prior to the date fixed for convening such meeting and shall specify the date, place

and agenda for the meeting.

C. The Board of Directors in special meetings may adopt any order of business it deems necessary,

provided that any deviation from the announced agenda shall require a two thirds (2/3) majority vote

by the Board of Directors.

SECTION 6 - ATTENDANCE AND QUORUM

A. At all meetings of the Board of Directors, each Local Council shall be represented by its Captain

Representative, First Officer Representative, and, where applicable, Second Officer Representative, or

by its Seniority Block Status Representative(s), or by its Instructor Status Representative, except as

provided in Article III, Section 4B(2) and Section 8, of this Article.

B. All meetings of the Board of Directors are open to all Active members of the Association and

invited guests, provided, however, that the Board of Directors may declare any session to be a closed

session and exclude any or all persons who are not duly accredited members of the Board of Directors.

C. At any meeting of the Board of Directors, a majority of the Board of Directors shall constitute a

quorum for the transaction of business.

SECTION 7 - VOTING

A. Decisions on all questions, including election of National Officers, brought before the Board of

Directors shall be determined by a majority vote unless otherwise specifically stipulated in the

Constitution and By-Laws. All voting, except election of National Officers and Executive Vice

Presidents, shall be viva voce, except that a standing vote or roll call vote shall be taken at the request

of any member of the Board of Directors.

B. When voting by roll call, each member of the Board of Directors shall have one (1) vote for each

Active member in good standing that they represent, provided that on an airline having one (1) Local

Council subject to Article III, Section 1C or Section 1D, each member shall have one-half of the votes

for the Active members in their status and the member who received the largest number of votes in

election as Status Representative shall have one (1) additional vote in the event of an odd number of

Active members in their status.

C. An Officer of the Association shall not vote at meetings of the Board of Directors unless they are

also an elected member of the Board of Directors. The Chair of the meeting, however, may vote to

break a tie.

D. The election of National Officers shall be conducted by roll call ballot, utilizing an electronic

system which ensures that the manner in which a member votes is never disclosed to the Association.

E. The election of Executive Vice Presidents shall be conducted by roll call ballot in the Election

Caucus Groups, as provided in Article XIV, Section 1.

SECTION 8 - REPRESENTATION AT BOARD OF DIRECTORS MEETINGS

If for any reason a Local Council Representative is unable to attend, they will designate, in writing,

their duly elected successor in office to attend and act as their proxy who will then have all the rights

and privileges of the original representative. In the event their duly elected successor in office is not

able to act as their proxy, they may designate, in writing, the Vice Chair or Secretary-Treasurer of

Article VII ALPA Constitution and By-Laws

their Council, if not already a Director, or another elected delegate, being a member of the Board of

Directors, from their airline to attend and act as their proxy who will then have all the rights and

privileges of the original representative. In the event no such other elected delegate, being a member

of the Board of Directors, from their airline is available to act as their proxy, they may designate, in

writing, any other elected delegate, being a member of the Board of Directors, to attend and act as

their proxy who will then have all the rights and privileges of the original representative.

SECTION 9 - PROXIES

A. If for any reason a member of the Board of Directors is unable to remain at a meeting of the

Board of Directors, they may designate, in writing, any other member of the Board of Directors, in

attendance, to act as their proxy, with all the rights and privileges of the original representative. In

the alternative, they may designate, in writing, their duly elected successor in office or an elected

officer of a Local Council who is not also a Status Representative, in attendance, to act as their proxy,

who will then have all the rights and privileges of the original representative. A proxy may not be

transferred when a proxyholder finds it necessary to depart a meeting.

B. A member of the Board of Directors may revoke their proxy once at any Board of Directors

meeting. Any subsequent designation of a proxy shall be final and binding.

SECTION 10 - NOMINATION AND ELECTION OF OFFICERS

A. The nomination and election of the President, First Vice President, Vice President-

Administration/Secretary and Vice President-Finance/Treasurer, and the election of Executive Vice

Presidents shall be scheduled as the first order of business on the third (3rd) day of the Regular Board

of Directors Meeting. Elections, as required, shall be conducted in the following order:

(1) President

(2) First Vice President

(3) Vice President-Administration/Secretary

(4) Vice President-Finance/Treasurer

(5) Executive Vice Presidents

B. The nomination and election of Executive Vice Presidents will be conducted in Election Caucuses

as provided in Article XIV, Section 1 following the regular election of the Vice President-

Finance/Treasurer, if any.

C. At all meetings of the Board of Directors at which officers are to be elected, the Nominations

Committee established pursuant to Section 11 of this Article shall nominate candidates for the offices

of President, First Vice President, Vice President-Administration/Secretary and Vice President-

Finance/Treasurer, with any member of the Board of Directors entitled to make additional

nominations from the floor.

D. The Chair, during the nomination and election of officers, shall relinquish the chair to the Chair

of the Nominations Committee.

SECTION 11 - COMMITTEES--BOARD OF DIRECTORS MEETINGS

A. Delegate Committees for Board of Directors meetings shall, in the first instance, be established

by the Executive Council. The number of Delegate Committees and the assignment of Delegates shall

be determined by the Executive Council in accordance with the provisions of the ALPA Administrative

Manual.

B. Each Delegate to a Board of Directors Meeting shall be placed on a Delegate Committee and all

Agenda Items will be assigned to a Delegate Committee.

Article VII ALPA Constitution and By-Laws

C. The Executive Council shall designate a chair and an alternate for each Delegate Committee. In

the event that neither the chair nor the alternate is able to serve, the Vice President-

Administration/Secretary shall appoint the chair.

D. Assignment of members to such committees by the Executive Council to serve during Board of

Directors meetings shall be ratified by the Board of Directors.

E. The function of the Delegate Committees is to present to the Board of Directors in plenary

session, a proposed resolution on each Agenda Item assigned to it.

F. Delegate Committee #1 shall be established as the Nominations Committee.

SECTION 12 - CREDENTIALS COMMITTEE

A. The Credentials Committee shall consist of not less than three (3) members of the Board of

Directors appointed by the Vice President-Administration/Secretary with the approval of the

President. Such action shall be reported to the Executive Council at its next meeting and be subject

to its review. Any affected member may appeal such action to the Executive Council.

B. The Credentials Committee shall certify the credentials of members of the Board of Directors,

their designated representatives and proxies.

SECTION 13 - STEERING COMMITTEE

A. A Steering Committee for Board of Directors meetings shall be established by the Executive

Council composed of not less than three (3) Active members in good standing of ALPA who are not

Delegates.

B. The Steering Committee shall:

(1) Instruct Delegate Committee Chairs on the steps and procedures to be followed in processing

Agenda Items.

(2) Review Delegate Committee recommendations on assigned Agenda Items prior to floor action

from the standpoint of form, clarity, possible conflict or need for correlation with recommendations of

other Delegate Committees, as well as in the area of possible conflict or need for correlation with

pertinent ALPA policy. Suggested revisions of a policy nature are to be referred back to the Delegate

Committee for approval.

(3) Coordinate with the Agenda Office on the status of completed agenda work to facilitate the

smooth flow of business.

C. For a Special Board of Directors Meeting, the Steering Committee shall be composed of one

Active member in good standing of ALPA, who is not a Delegate.

SECTION 14 – ALPA COMMITTEES

A. The President shall oversee all ALPA committees personally or by delegation to other ALPA

Officers. A committee or its members may be called upon for specialized services by the President, as

needed, in furtherance of ALPA projects and goals.

B. The Board of Directors or Executive Board may establish national committees as deemed

necessary. They normally shall charge such committees, specify the number of members and method

of appointment, determine the life of the committee, and establish the budget for said committees.

Absent any specific instructions relating to the foregoing, the Executive Council shall assume those

Article VII ALPA Constitution and By-Laws

responsibilities. Such national committees may be either a continuing committee or a special

committee.

(1) CONTINUING:

Unless otherwise specified by the Board of Directors or Executive Board, a continuing committee shall

not have a time limitation on its life. Such committee shall be responsible to the President and the

Executive Council, either of whom may require reports upon thirty (30) days' notice. A continuing

committee shall submit written reports to the Board of Directors. It shall submit interim reports to

the Executive Board or Executive Council, if requested by the Executive Council.

(2) SPECIAL:

A special committee may be created and shall terminate upon conclusion of its charge, or at the next

regular Board of Directors or Executive Board meeting, unless otherwise specified by the Board of

Directors, Executive Board or Executive Council. It shall submit reports, either written or oral, to the

Board of Directors or the Executive Board if requested by the Executive Council.

C. Unless otherwise specified by the Board of Directors or Executive Board, the Executive Council

shall:

(1) Appoint members, remove or replace members or fill vacancies on all national committees and

periodically review the membership of each Committee.

(2) Establish budgetary amounts for newly created National Committees, if not already covered by

the ALPA Budget.

(3) Determine which national committee chairs will attend Board of Directors or Executive Board

meetings.

(4) Monitor each National Committee's progress as to the completion of its assigned tasks and the

completion of any required written reports.

(5) Recommend to the Board of Directors or Executive Board those ALPA national committees which

can be terminated.

(6) Either select the chair of each committee or affirm the President’s selection.

D. The names and contact information of the chairs of all national committees shall be available to

the membership.

E. All national committees directed to report in writing to the Board of Directors or Executive Board

must have their reports completed in time to be distributed to each member of the Board of Directors,

Executive Board, and Executive Council not later than sixty (60) days prior to the opening day of that

Board of Directors meeting, or not later than thirty (30) days prior to that Executive Board meeting.

Any reports not transmitted in compliance with these deadlines shall require a two-thirds (2/3) vote

of that Board in session to be received.

F. The ALPA Air Safety Organization (ASO) is a committee structure established to ensure the

best representation of all ALPA members’ interests in the areas of safety, security, pilot assistance,

and jumpseat. It acts on established Board of Directors priorities in areas pertaining to safety,

security, pilot assistance, and jumpseat and is involved in areas beyond those priorities as directed by

the ASO’s Steering/Oversight Committee. The ASO is led by the National Safety Coordinator (NSC),

who is a National Officer designated by the President, to lead and advise the President and ALPA’s

governing bodies on all safety, security, pilot assistance, and jumpseat issues affecting the Association

Article VII ALPA Constitution and By-Laws

and its members.

G. Subcommittees of the Executive Council are established by the Executive Council with the

staffing and reporting requirements of any such committees left to the discretion of that authorizing

body.

H. Presidential committees are established by the President under the authority of Article X,

Section 6.

SECTION 15 - MEETING RECORDS AND REPORTS

A. The actions taken at each meeting of the Board of Directors shall be compiled and issued to all

members of the Board of Directors, the Executive Board and the Executive Council within twenty-one

(21) days of such meeting.

B. A copy of the transcripts of each meeting of the Board of Directors shall be available to the Active

membership at the Home Office and made available to each Field Office upon request.

Article VIII ALPA Constitution and By-Laws

ARTICLE VIII - HEARING AND APPEAL PROCEDURES

SECTION 1 - HEARING OF MEMBERSHIP CASES

A. Any member (including any Inactive member) may be disciplined, fined, or expelled for any of

the following acts:

(1) Willful violation of this Constitution and By-Laws.

(2) Making a false statement or withholding material information when applying for membership.

(3) Willful disobedience or failure to comply with an established policy or any other decision of the

Board of Directors, the Executive Board, the Executive Council, or the member’s Master Executive

Council, Local Executive Council, or Local Council.

(4) Misappropriating money or property of the Association.

(5) Performing work for or assisting an airline during a period when the members of this Association

are on strike against the airline.

(6) Entering into an employment agreement, or any contract that might injure the Association.

(7) Improperly disclosing confidential matter of the Association.

(8) Refusing or willfully neglecting to pay dues, assessments, fines or financial obligations to the

Association.

(9) Acting in any manner to circumvent, defeat or interfere with collective bargaining between the

Association and an employer or with existing collective bargaining agreements.

(10) Doing any other act that undermines the Association as an institution or interferes with its

performance of its legal or contractual obligations.

B. A charge or charges may be brought against any member (including any Inactive member) of

the Association by a Local Council, Local Executive Council, or Master Executive Council; or by a

Local Council Chair, a Master Executive Council Chair, or by any National Officer of the Association,

except as provided in Section 1C. A council shall bring a charge through a resolution, which shall

designate an individual in the charging council to act on behalf of the council. An official shall bring

a charge in a letter to the accused member. The charging resolution or letter shall be served on the

accused member in accordance with the procedures set forth in Section 3A.

C. National Officers of the Association, i.e., President, First Vice President, Vice President-

Administration/Secretary, Vice President-Finance/Treasurer, and Executive Vice Presidents, may not

be charged under the provisions and procedures set forth in this Article for acts of omission or

commission as a result of their duties in their offices, but shall be subject to the provisions of Article

XVI.

D. A Local Council may only bring a charge or charges by a resolution adopted at a Local Council

meeting. The proposed resolution must be on the advance agenda for a Local Council meeting noticed

at least 15 days prior to the meeting.

SECTION 2 - INTERPRETATION OF CONSTITUTION AND BY-LAWS

A. In rendering a decision regarding a charge brought under Section 1A of this Article, the authority

of the Hearing Board or Appeal Board to interpret the Constitution and By-Laws and Association

Article VIII ALPA Constitution and By-Laws

policy is limited to questions involved in processing the charge.

SECTION 3 - HEARING PROCEDURE

A. A charge must be in writing and must identify the charged party and the alleged acts on which

the charge is based. In identifying the alleged acts, the charge must include a statement of facts that

provides sufficient detail (such as place, date, time, and the names of potential witnesses) to give the

accused member notice of the conduct at issue. The charging party shall provide the accused member

with a copy of the charge by two methods: (1) by electronic mail to the member’s email address in the

Association’s membership records, with a request for the accused member to acknowledge receipt, and

(2) by hardcopy sent by a trackable method (e.g., registered mail return receipt requested, certified

mail, or commercial express service) to the member’s home address in the Association’s membership

records. The Home Office shall provide the charging party with the email and home addresses that

the accused member has on file with the Association. The accused member shall be deemed to have

received notice of the charge either on the date the accused member acknowledged receipt of the

electronic copy or on the date of attempted delivery of the hardcopy, whichever is earlier.

B. The charging party shall copy the Vice President-Administration/Secretary when sending the

charge by electronic mail to the accused member. The charging party shall also forward to the Vice

President-Administration/Secretary, as promptly as possible, the proof of notice to the accused

member that the charging party has obtained (i.e., either the accused member’s response to the

charging party’s request for acknowledgement of receipt of the electronic copy of the charge or tracking

information showing attempted delivery of a hardcopy).

C. Any charge must be brought within ninety (90) days after the charging party becomes aware of

the alleged offense, but in no case more than one (1) year after the alleged offense.

D. Upon receiving a charge, the Vice President-Administration/Secretary shall determine whether

it meets the requirements set forth in Section 1B and Section 1C. No more than fifteen (15) days after

receiving a charge, the Vice President-Administration/Secretary shall either forward it to the Hearing

Board or notify both the charging party and the accused member of the defect identified. The Vice

President-Administration/Secretary shall send notice of any defect in the charge to each party both by

electronic mail and in hardcopy by a trackable method, unless the party has consented to service solely

by electronic mail for these proceedings.

E. Upon receiving a charge from the Vice President-Administration/Secretary, the Hearing Board

shall determine whether the charge meets the service requirements set forth in Section 3A and Section

3B and the timing requirements set forth in Section 3C. If it does, the Hearing Board shall schedule

a hearing to be held not less than fifteen (15) days nor more than forty-five (45) days following receipt

of the charge by the Hearing Board, except that the Vice President-Administration/Secretary can

extend the period to hold the hearing to no more than sixty (60) days. If the charge does not meet the

requirements, no more than fifteen (15) days after receiving the charge the Hearing Board shall notify

both the charging party and the accused member of the defect. The Hearing Board shall send notice

of any defect in the charge to each party both by electronic mail and in hardcopy by a trackable method,

unless the party has consented to service solely by electronic mail for these proceedings.

F. After receiving a charge from the Vice President-Administration/Secretary and upon motion of

either party or on its own initiative, the Hearing Board may dismiss charges before a hearing if the

undisputed facts do not sustain a violation of a provision of Section 1 A or where the charges do not

raise serious institutional interests warranting a hearing. Any decision to dismiss charges shall be

unanimous by the Hearing Board and shall be subject to appeal under Section 4.

G. Subject to the time limitations in Section 3E, the Hearing Board shall designate the time and

place and any continuances for the hearing of a charge. The Hearing Board shall send notice of the

hearing and any continuances to each party both by electronic mail and in hardcopy by a trackable

Article VIII ALPA Constitution and By-Laws

method, unless the party has consented to service solely by electronic mail for these proceedings.

H. Both the accused member and the charging party shall have the right, both during the Hearing

Board proceedings and at any proceedings before the Appeal Board, to designate and be represented

by an Active member of the Association in good standing. This provision shall allow the individual

designated by a council to act on its behalf in bringing a charge through a resolution to designate and

be represented by another Active member in good standing. If the accused member or the charging

party fails to appear during the Hearing Board proceedings, either in person or through a

representative, that party shall be deemed to have waived its rights to an appeal from the decision of

the Hearing Board, provided that the party shall retain its rights to appeal upon showing good cause

for not appearing.

I. Whether or not the accused member appears during the proceedings, the Hearing Board may

receive evidence on the charge either for or against the accused member. The Hearing Board shall

determine its procedures for conducting the hearing, including the forms of evidence it may consider,

the order in which the evidence may come in, and the relevance of the evidence presented. The Hearing

Board shall keep a record of the evidence and of any procedures established for the hearing. The

Hearing Board shall also determine how the costs of any transcript of the hearing shall be shared.

J. Upon the conclusion of a hearing, including any continuances to allow additional evidence or

argument, the Hearing Board shall close the record. As soon as possible, but no later than fifteen (15)

days after closing the record, the Hearing Board shall render its decision, sustaining or dismissing the

charge in whole or in part, and shall affix penalties or direct disciplinary action as it deems proper.

The decision shall be in writing and shall be sent to each party both by electronic mail, with a request

for the party to acknowledge receipt, and in hardcopy by a trackable method. In addition, the Hearing

Board shall provide a copy to the Vice President-Administration/Secretary for the Association’s

permanent records.

SECTION 4 - APPEAL PROCEDURE

A. If the accused member is aggrieved by the Hearing Board’s decision, that member may appeal

to the Appeal Board. The charging party may only appeal to the Appeal Board in the case of a dismissal

of charges pursuant to Section 3 F. The appeal request shall be in writing, directed to the Vice

President-Administration/Secretary, and must be received within fifteen (15) days from the date either

of the party’s acknowledgement of receipt of the Hearing Board’s electronic decision or the attempted

delivery of the hardcopy to that party, whichever is earlier.

B. Upon receiving an appeal request, within fifteen (15) days the Vice President-

Administration/Secretary shall forward it to the Appeal Board. At the same time the Vice President-

Administration/Secretary shall forward to any other party to the Hearing Board proceedings a copy of

the appeal request, both by electronic mail and in hardcopy by a trackable method, unless that party

consented to service solely by electronic mail during the prior proceedings.

C. The Appeal Board shall review the decision of the Hearing Board (including any decision to

dismiss under Section 3 F) de novo on the record before the Hearing Board. If the Appeal Board

overturns the decision to dismiss under article VIII.3.F the charges will be remanded back to the

Hearing Board for adjudication. The Appeal Board may consider testimony or other evidence not

presented to the Hearing Board upon a showing of good cause to do so. Any additional testimony or

evidence must be related to the original charge(s). Absent such a showing the Appeal Board’s review

shall be limited to the record before the Hearing Board.

D. The Appeal Board shall designate a time and place and any continuances for the appeal hearing.

The hearing shall begin not less than fifteen (15) days nor more than forty-five (45) days following

receipt of the appeal by the Appeal Board, except that the Vice President-Administration/Secretary

can extend the period to hold the appeal hearing to no more than sixty (60) days. The Appeal Board

shall send notice of the hearing and any continuances to each party both by electronic mail and in

Article VIII ALPA Constitution and By-Laws

hardcopy by a trackable method, unless the party has consented to service solely by electronic mail for

these proceedings. The Appeal Board shall have the same prerogatives and obligations regarding its

procedures as those conferred on the Hearing Board in Section 3I.

E. Upon the conclusion of the appeal hearing, including any continuances to allow additional

evidence or argument, the Appeal Board shall close the record. As soon as possible, but no later than

fifteen (15) days after closing the record, the Appeal Board shall issue its decision. The decision of the

Appeal Board shall be final and binding. It shall be in writing and shall be sent to each party both by

electronic mail and in hardcopy by a trackable method. In addition, the Appeal Board shall provide a

copy to the Vice President-Administration/Secretary for the Association’s permanent records.

SECTION 5 - STATUS OF AN ACCUSED MEMBER

The status of an accused member in good standing may not be changed until all actions, hearings, and

appeals set forth in Sections 3 and 4 of this Article have been completed and final adjudication

provided, or the time limit for any appeal has expired. A member in such cases shall be afforded full

protection and services of the Association, provided that the member’s financial obligations to the

Association remain current.

SECTION 6 - HEARING BOARD

A. The Hearing Board shall be composed of three (3) regular and six (6) alternate members who

shall be Active members in good standing appointed by the Executive Council. A three-person panel

will be formed constituting each Hearing Board. None of the members of the Hearing Board may be

from the airline(s) involved. The Hearing Board shall not issue a decision without the concurrence of

two of the three (3) members. One of the Hearing Board alternates shall become a regular member of

the Hearing Board if one of the members of the three-person panel becomes unavailable. Any claim

of bias of any Hearing Board member must be made in writing to the Hearing Board, with a copy to

the Vice President-Administration/Secretary, and served by both electronic mail and in hardcopy by a

trackable method within fifteen (15) business days of service of the notice of hearing absent a showing

of good cause otherwise.

B. Prior to January 1 each year, the Vice President-Administration/Secretary shall forward to all

Master Chairs a list of the members serving on the Hearing Board and Appeal Board, as well as a

roster of the current nominees for Hearing Board and/or Appeal Board service, along with an invitation

to add or remove names from the Nominee Roster. The names of nominees furnished to the Vice

President-Administration/Secretary shall be members on an MEC's airline who are willing to serve on

the Hearing Board or on the Appeal Board provided by Section 7 of this Article.

C. The term of office for the members and alternates shall be for three (3) years, until reappointed,

or until their successors have been selected in accordance with Section 6E. Hearing Board members

whose terms have expired will nevertheless continue as members of the Board for the purpose of

concluding matters pending before the Board at the time of expiration of their terms.

D. The members of the Hearing Board shall elect one (1) of their number as Chair. The Chair shall

be solely responsible for addressing procedural issues that may arise before a hearing. (This authority

shall not include decisions on motions under Section 3 F).

E. Vacancies on the Hearing Board shall be filled by the Executive Council from the current

alternates, the Nominee Roster, or other Active members in good standing. Vacancies among the

Hearing Board alternates shall be filled by the Executive Council from the Nominee Roster or other

Active members in good standing.

Article VIII ALPA Constitution and By-Laws

SECTION 7 - APPEAL BOARD

A. The Appeal Board shall be composed of three (3) regular and six (6) alternate members who shall

be Active members in good standing appointed by the Executive Council. A three-person panel will be

formed constituting each Appeal Board to decide an appeal. None of the members of the Appeal Board

may be from the airline(s) involved. The Appeal Board shall not issue a final decision without the

concurrence of two of the three (3) members.

B. The term of office for the members and alternates shall be for three (3) years, until reappointed,

or until their successors have been selected in accordance with Section 7E. Appeal Board members

whose terms have expired will nevertheless continue as members of the Board for the purpose of

concluding matters pending before the Board at the time of expiration of their terms.

C. The members of the Appeal Board shall elect one (1) of their number as Chair. The Chair shall

be solely responsible for addressing procedural issues that may arise before a hearing.

D. One of the Appeal Board alternates shall become a regular member of the Board for hearing the

pending case if one of the members of the three-person panel is unavailable. Any claim of bias of any

Appeal Board member must be made in writing to the Appeal Board, with a copy to the Vice President-

Administration/Secretary, and served by both electronic mail and in hardcopy by a trackable method

within fifteen (15) business days of service of the notice of hearing absent a showing of good cause

otherwise.

E. Vacancies on the Appeal Board shall be filled by the Executive Council from the current

alternates, the Nominee Roster, or other Active members in good standing. Vacancies among the

Appeal Board alternates shall be filled by the Executive Council from the Nominee Roster or other

Active members in good standing.

Article IX ALPA Constitution and By-Laws

ARTICLE IX - MEMBERSHIP FINANCIAL OBLIGATIONS

SECTION 1 - GENERAL

All fiscal obligations of a member to the Association are due and payable as provided in this Article IX

and, subject to the provisions hereof. All membership financial obligations and information requests

are due by the published due date.

SECTION 2 - INITIATION FEE

When an application for membership is submitted later than ninety (90) days after the applicant's

date of eligibility for Active membership, based upon the applicant's status at the time of application

for membership, the applicant shall be subject to an initiation fee of:

STATUS INITIATION FEE

Captain $ 200.00

First Officers and Second Officers $ 50.00

SECTION 3 - ANNUAL DUES

A. All airline income of a member is subject to dues so long as they remain on their Company

seniority list, except as provided in Section 4 of this Article. The Association's dues year shall be the

calendar year. Annual dues are due and payable in advance by January 1 of each year subject to the

payment method provisions set forth in Paragraph D(1) of this Section.

B. ANNUAL DUES ESTIMATE

On or about January 1 of the dues calendar year, the Vice President-Finance/Treasurer shall furnish

each Active, Executive Active, and Executive Inactive member, not paying dues in accordance with

D(1)(a), with an estimated dues billing predicated upon each member's previous year's adjusted dues

status with provision for selection of the method of dues payment. Because of anticipated changes in

annual income, such member may revise this dues billing estimate, provided that the revised billing

estimate and appropriate payments are made under the payment method outlined in D(1)(b) of this

Section and provided that such estimate is reasonable and accurate when taking into account prior

year earnings and other known adjustments to airline income figures. The Vice President-

Finance/Treasurer shall have the authority to review and reject an unreasonable estimate and reset

the estimate on which monthly billings will be based. The member has the right to appeal the adjusted

estimate to the Executive Council. The reset estimate will be in effect during the appeal process.

C. (1) DUES RATE (ACTIVE AND EXECUTIVE ACTIVE MEMBERS). The dues rate for Active

and Executive Active members shall be 1.85% of estimated airline income.

(2) DUES RATE (EXECUTIVE INACTIVE MEMBERS). The dues rate for Executive Inactive

members shall be 1.45% of estimated airline income.

D. (1) DUES PAYMENT METHODS. Two (2) methods of payment are available to each Active,

Executive Active and Executive Inactive member. They may pay their dues:

(a) Monthly by dues check-off through their airline when available through their employment

agreement.

(b) Monthly to the Association under an Association-sponsored finance plan.

E. DUES ON FLIGHT PAY LOSS. Dues on flight pay loss payments to a member shall be withheld

Article IX ALPA Constitution and By-Laws

by the Association and credited to their membership dues account.

SECTION 4 - INCOME EXEMPT FROM DUES

The following income shall be exempt from dues, subject to verification and approval by the member's

Local Executive Council:

A. Sick leave income in excess of that provided by sick leave provisions of an employment agreement

or company sick leave policy.

B. Income received from their company for services in a different job classification while physically

unable to perform as a pilot or flight officer.

C. Special bonus or merit award income, provided that a general bonus to all members of an airline

shall not be exempt.

D. Income received for services to the Company not requiring flight crewman qualifications while

on furlough status from a flight crew position.

E. Allowances received for foreign cost of living.

F. Furlough income received by a member under the terms of their employment agreement.

G. Premium payments by a carrier on behalf of a member for specified excess life insurance

coverage or for other insurance benefits and the value of travel benefits, which are reported to them

under IRS or applicable Canadian regulations as taxable income, and it is the member's obligation to

advise the Association of such amounts when:

(1) The member does not participate in dues check-off, and

(2) Such amounts are included in their W-2 or T-4 form, as applicable.

H. Income received after retirement for vacation.

I. Income received in the form of corporate securities.

J. In order to compensate for the perceived difference in dues assessments for those pilots whose

only pension program is the 401(k) Plan or Canadian equivalent plan, that portion of wages deferred

by those pilots to the 401(k) Plan or applicable Canadian equivalent plan will be excluded from ALPA

dues calculations. Provided, however, that this section 4J shall apply only through December 31, 2013,

after which it will be eliminated, and provided further that an MEC may elect, with respect to the

pilots at its airline, to extend the application of this section 4J to the pilots of its airline through

December 31, 2014 (but no later) by providing the VP–Finance/Treasurer with a copy of an MEC

resolution affirming such decision no later than June 30, 2013.

K. Company-paid moving expenses and allowances included on their W-2 or T-4 form, as

applicable, and it is the member’s obligation to advise the Association of such amounts when:

(1) The member does not participate in dues check-off, and

(2) Such amounts are included in their W-2 or T-4 form, as applicable.

L. Per diem, and it is the member’s obligation to advise the Association of such amounts when:

(1) The member does not participate in dues check-off, and

(2) Such amounts are included in their W-2 or T-4 form, as applicable.

Article IX ALPA Constitution and By-Laws

SECTION 5 - ANNUAL DUES ADJUSTMENT

A. (1) Except in cases where a member is exempt from dues adjustment as defined by paragraph

C of this Section, the Vice President-Finance/Treasurer shall furnish each Active, Executive Active

and Executive Inactive member a Dues Adjustment Review Form or W-2 or T-4 Request Form, as

applicable, during the first calendar quarter of each year or as soon thereafter as practicable.

(2) In cases where company pilot pay rosters are not furnished or member's pay is not included on

company pilot pay rosters, such member will declare their airline income for the previous calendar

year by providing a copy of their W-2 or T-4 forms, as applicable, including any compensation earned,

receipt of which they have deferred to a post-retirement period.

(3) Each such Active and Executive Active member's dues for the preceding calendar year will be

calculated and adjusted by applying the effective percentage rate of 1.85% against their verified airline

income. A similar computation will be made for each such Executive Inactive member utilizing the

1.45% dues rate. Should the member fail to comply with Section 5A(2), above, the Vice President-

Finance/Treasurer shall establish the verified airline income in their best judgment, using information

available to them.

(4) Any resultant overpayment will be credited to the member. The Vice President-

Finance/Treasurer will bill the member for dues owed to the Association at the rate of 2.00% for Active

and Executive Active members and at the rate of 1.60% for Executive Inactive members.

B. In any case where a company pilot annual pay roster is furnished to the Association, said roster

will serve as the basis for a member's income verification and dues adjustment calculations for the

previous year and for the ensuing year's estimated dues billing. To be eligible for dues determination

purposes, such pay roster must incorporate total airline income, including any salary amounts, receipt

of which a member may have voluntarily agreed to defer to a post retirement period. Should a company

fail to meet this deferred salary reporting requirement, the Vice President-Finance/Treasurer is

empowered to make such determination in their best judgment, using information available to them.

In the event of pay roster error, a member may submit their W-2 or T-4 form, as applicable, to the

Vice President-Finance/Treasurer, requesting adjustment of the estimated dues billing amount.

C. A member who paid dues under a dues check-off agreement during the entire period of the dues

calendar year shall have fulfilled the requirements of this Section, provided that the salary base

utilized meets the requirements of paragraph B of this Section.

D. Irrespective of the provisions of subparagraphs B and C above, income verification and any

required dues adjustment will be processed for members receiving income directly from the Association

in the form of flight pay loss reimbursement.

E. Any dispute over a member's dues and/or assessments shall be settled by the Vice President-

Finance/Treasurer. The member may appeal the decision of the Vice President-Finance to the

Executive Council and the decision therefrom shall be binding.

SECTION 6 - ARRANGEMENT PLANS

A. By special arrangement with the Vice President-Finance/Treasurer, in accordance with personal

hardship guidelines established by the Executive Council, a delinquent member or former member

with an accrued delinquent obligation, may execute an agreement acknowledging their outstanding

obligation and may arrange to repay said obligation over a period not to exceed five (5) years, or by

twelve (12) months prior to normal retirement from their airline, whichever date is earliest, with a

minimum monthly payment of one dollar ($1.00) per month for each one thousand dollars ($1,000.00)

of annual airline income on the outstanding obligation, plus the ALPA finance charge at a rate equal

to the rate to be paid by ALPA for all borrowing from ALPA’s primary lending institutions shall be

Article IX ALPA Constitution and By-Laws

billed to each such member. The minimum finance charge to be billed shall be established at one

percent (1%) per month. No such arrangement plans shall be permitted during the last twelve (12)

months of employment prior to date of normal retirement. Any such arrangement plans shall be

subject to approval by the MEC Chair on the pilot's airline. If the member disagrees with the decision

of the MEC Chair the member may appeal to the Executive Council.

B. Such payments shall be in addition to other regular ALPA financial obligations. In the event a

member becomes sixty (60) days delinquent in payment of their arrangement plan, they shall be

considered to be in default of the arrangement plan and will assume the status they held as of the date

the arrangement plan was executed. With the concurrence of the MEC Chair, the Vice President-

Finance/Treasurer is empowered to extend payment limits if extenuating circumstances warrant,

including execution of another arrangement plan. If the member disagrees with their decision, the

member may appeal to the Executive Council.

C. Any arrangement plan extending special consideration to groups of members shall be subject to

annual review to adjust monthly payments to current pay.

SECTION 7 - ASSESSMENTS

A. (1) All Strike Benefit assessments or General assessments shall be due and payable when

billed and shall be prorated according to the dues payments for a recent period (of at least three (3)

months) considered by the Executive Council to be representative of the members' current earnings.

(2) Strike Benefit assessments may be levied on all Active members to pay strike benefits to pilots

deprived of airline income due to being involved in a lockout or a primary or supporting strike approved

by the membership of the airline and the President. Approval of the strike benefits shall be

accomplished as follows:

(a) The authority for the first 90 days of the strike benefits shall be by a 2/3 majority of the Board

of Directors voting on a roll call basis, unless the President makes a determination that the best

interests of the Association will be served by balloting the entire Active membership in good standing.

The Board of Directors members of the airline who would receive benefits shall not be eligible to vote.

The vote may be either by the Board of Directors in session or by ballot in accordance with Association

Voting Procedures. If the President makes a determination to ballot the membership, this shall be

done by secret ballot under ALPA Voting Procedures with a majority of the valid ballots returned

required for authority to pay benefits and to levy an assessment. In the event of a membership ballot,

the members of the airline who would receive benefits shall not be eligible to vote.

(b) The authority for subsequent 90-day periods shall be by the entire Active Membership in good

standing balloted by secret ballot under ALPA Voting Procedures with a majority of the valid ballots

returned required for authority to pay benefits and to levy an assessment. The members of the airline

receiving benefits shall not be eligible to vote.

(3) General assessments may be levied by the Board of Directors or Executive Board on all Active

members to cover extraordinary expenses provided such assessments are approved by a majority of

the valid ballots returned by the Active members in good standing by secret ballot, conducted under

Association Voting Procedures, and provided that such approval is obtained before such expenditures

are made.

(4) Appeal may be made by any Member so assessed to the Local Executive Council and the Vice

President-Finance/Treasurer that there is an unusual hardship in paying the assessment that is based

on a recent decrease in airline earnings.

(5) In those cases where members of an airline experience a sharp reduction in earnings during an

Article IX ALPA Constitution and By-Laws

assessment period, and where prompt action is justified, upon request by the MEC Chair of an airline

to the Vice President-Finance/Treasurer, the Vice President-Finance/Treasurer, with the concurrence

of the Executive Council, may make immediate assessment adjustments for the members of that

airline.

B. Assessments may be levied on members of a Local Council to cover extraordinary expenses for

any strike or other benefit purposes, and for any other lawful trade union purpose, by a majority vote

of the valid ballots returned by the Active members in good standing of said Council voting in a

membership referendum conducted by secret ballot under Association Voting Procedures.

C. Assessments may be levied on the members in the employ of any airline by the respective Master

Executive Council to cover extraordinary expenses for any strike or other benefit purposes, and for

any other lawful trade union purpose, (i) by a majority vote by secret ballot of the members of such

Master Executive Council at a regular meeting, or at a special meeting called with not less than thirty

days’ notice, or (ii) by a majority vote of the valid ballots returned of the membership of such airline

voting in a membership referendum conducted by secret ballot under Association Voting Procedures.

D. An assessment levied under paragraphs B and C of this Section shall be owing to the Association

and placed on the member's account for collection. Except as provided in Section 16B, the proceeds of

such assessments shall be returned to the assessing body.

E. Executive Active and Executive Inactive members shall be obligated for the payment of all

assessments.

F. Members on newly organized ALPA carriers shall not be liable for assessments as defined in

Section 7A(1), (2), (3), and (4) until the date that their first working agreement has been signed.

SECTION 8 - MONETARY FINES

All fines levied against and collected from a member shall be remitted to the Association. The Vice

President-Finance/Treasurer shall be copied on all notices of such fines, decisions thereon, and shall

establish procedures for collection and receipt thereof.

SECTION 9 - ASSOCIATION-SPONSORED FINANCE PLAN

A. (1) Any Active, Executive Active or Executive Inactive Member may pay their annual dues

through a dues check-off program available with their carrier, or pay one-twelfth (1/12) monthly

directly to the Association without finance charges. If a member paying dues does not remit payment

by the published due date, then the Association late payment charge as determined by the Executive

Council will be applied to the member’s account.

(2) Initiation fees, dues adjustments, assessments, and fines chargeable to a member will be

incorporated in their monthly statement, but may not be amortized on a monthly payment basis.

SECTION 10 - LATE PAYMENT CHARGE

Any member failing to remit a billed obligation by the published due date established under the

provisions of Section 1 of this Article will be billed a late payment charge as determined by the

Executive Council.

SECTION 11 - DEFAULTED LOAN OBLIGATIONS

The total amount of the defaulted obligation of any member incurred under an ALPA guaranteed loan

program involving a private lending institution shall be transferred to the member's Association

account for collection under the finance plan provisions of Section 9 or, with the concurrence of the

Vice President-Finance/Treasurer, under the arrangement plan provisions of Section 6, with

Article IX ALPA Constitution and By-Laws

disposition of the obligation subject to the time limits set forth in this Article.

SECTION 12 - BAD STANDING AND EXPULSION

A. Any Active, Executive Active or Executive Inactive member who fails to submit their W-2 or T-

4 Form, as applicable, along with their Dues Adjustment Report Form to the Home Office by the

published due date for receipt established under the provisions of Section 1 of this Article shall be

placed in bad standing. Further, a member who has not paid their dues, dues adjustment,

assessments, monetary fines, arrangement plan obligations, a defaulted loan obligation, or the

applicable finance charges thereon, prior to the published payment deadline date established under

the provisions of Section 1 of this Article or who has not made satisfactory arrangement with the Vice

President-Finance/Treasurer for payment thereof prior to such date, shall become a member in bad

standing. For the period of such bad standing, they shall be deprived of all rights to participate in any

activities of the Association and shall be denied all rights, privileges and benefits of membership in

the Association.

B. Any member who remains in bad standing for a period of two (2) consecutive months shall be

expelled, unless, in the discretion of their Local Executive Council Chair, acting in concert with the

Master Executive Council Chair, there are extenuating circumstances. If the Vice President-

Administration/Secretary of the Association determines that extenuating circumstances exist on more

than one airline, they may delay expulsion. In either case, the Executive Council will review the

decision at its next meeting and will be the final authority.

C. Any member who has paid their financial obligations to the Association, or made satisfactory

arrangements in accordance with the provisions of this Constitution and By-Laws, shall be a member

in good standing and entitled to all of the rights, privileges and benefits of membership.

SECTION 13 - BASIC NET WORTH AND RESERVES

The amount of the basic net worth required in Article I, Section 6A(3), shall be determined on the basis

of two (2) times the annual dues income averaged over the previous three (3) years. As part of such

basic net worth, an investment account shall be maintained consisting of U.S. bonds and high grade

corporate and municipal bonds and equities. This investment account shall provide suitable income

returns, and be easily liquidated in the event of unanticipated emergencies.

SECTION 14 - MAJOR CONTINGENCY FUND

A. When, in the judgment of the Executive Council and the Executive Board, the Major Contingency

Fund will drop below a sixty-five million dollar ($65,000,000) cash balance within ninety (90) days,

dues contributions to the Major Contingency Fund may be reinstituted by approval of the Board of

Directors by two-thirds (2/3) majority vote either by ballot initiated by the Executive Council or at a

regular or special meeting of the Board of Directors based on an agenda item submitted in accordance

with Article VII, Section 4 or Section 5. The foregoing cash balance shall be increased to sixty-six

million dollars ($66,000,000) on January 1, 2006 and be increased by one million dollars ($1,000,000)

each January 1 thereafter until January 1, 2010 when the foregoing cash balance shall be seventy

million dollars ($70,000,000). The Board of Directors shall set the dues rate. Any such decision made

by ballot or at a special meeting of the Board of Directors shall be reviewed at the next regular meeting

of the Board of Directors and such dues contributions continued thereafter only if approved by the

Board of Directors. Any such dues contribution shall cease when the Major Contingency Fund reaches

a maximum cap of a one hundred fifty million dollar ($150,000,000) cash balance or such lesser amount

as is set by the Board of Directors.

B. The Major Contingency Fund shall be maintained as Association Funds to be separately

accounted for, with earnings and appreciation thereon to be a part of such Fund. The Major

Contingency Fund shall not be utilized under any conditions as a source of funding for past or current

Article IX ALPA Constitution and By-Laws

budgeted operational expenses, unless specifically authorized by the Executive Board as a result of

loss of dues revenue due to a work stoppage. Such Fund may be utilized only for the following

purposes:

(1) To treat issues of urgent concern that significantly and adversely affect the airline piloting

profession and which cannot be funded by normal Association budgeting practices and policies,

including defense of the integrity of the Association.

(2) The payment of such benefits as are authorized by the Board of Directors or the membership.

When, in the judgment of the Executive Council and Executive Board, the payment of benefits should

be conditioned upon reinstituting or increasing dues contributions to the Major Contingency Fund, the

Board of Directors, without regard to the cash balance of the Major Contingency Fund, may authorize

reinstituting or increasing dues contributions to the Major Contingency Fund, in accordance with the

procedures set forth in Section 14A above, to replace any monies drawn from the Major Contingency

Fund for payment of benefits. The Board of Directors or the membership may authorize assessments

to replace any monies drawn from the Major Contingency Fund or the basic net worth of the

Association for payment of benefits.

C. Expenditures from the Major Contingency Fund may be made only in accordance with the

following procedures:

(1) Except when authorization of the Board of Directors or membership is required under Section

14B(2) above, the President or the Executive Council may recommend such use to the Executive Board.

Approval by the Executive Board shall require a two-thirds (2/3) majority vote (included shall be the

initial expenditure authorized).

(2) Following the Executive Board approval and prior to payment out of the Major Contingency

Fund the Executive Council must approve by a two-thirds (2/3) vote the financial operating plan

contemplated for such use.

D. The Vice President-Finance/Treasurer is directed to report the status of the Major Contingency

Fund to the Board of Directors and the entire membership using the following guidelines:

(1) MCF cash balance above the applicable figure stated in the first two sentences of Section 14 A:

(a) Annually to the membership.

(b) Quarterly to the Board of Directors.

(2) MCF cash balance below the applicable figure stated in the first two sentences of Section 14 A:

(a) Quarterly to the membership.

(b) Monthly to the Board of Directors.

(3) The MCF Report will be distributed by the most cost effective method as determined by the Vice

President-Finance/Treasurer.

(4) The MCF Report will include at least the following information:

(a) Total income in the fund.

(b) Projects authorized money from the fund and the amount authorized.

(d) Balance of uncommitted money in the fund.

Article IX ALPA Constitution and By-Laws

SECTION 15 - DUES REFUND

All net income in excess of the maximum provided in Section 14, above, for the Major Contingency

Fund shall be returned to those members whose financial obligations are current and to those persons

with Agency Shop obligations whose Agency Shop financial obligations are current in the form of a

prorated refund as of March 31 of the following calendar year. Proration shall be on the basis of total

payments for the preceding calendar year. Such refund shall be payable not later than May 15 of the

same calendar year.

SECTION 16 - FISCAL RESPONSIBILITY

A. Sound fiscal practices and budgeting are declared to be integral to the strength and effectiveness

of the MECs and the Association. Further expenditures shall not be authorized from National

budgeting accounts which have exhausted their annual budgeted funds without approval of the

Executive Council.

B. The Executive Board is specifically authorized to levy assessments on the members in the employ

of any airline, in order to assure fiscal responsibility by compliance with the requirements and

conditions of the Spending Limit Policy. Such assessments may be levied in any situation where policy

provides for an MEC assessment of the members and the MEC does not levy such assessment within

a reasonable time. Any assessment levied by an MEC or the Executive Board for purposes of

compliance with the Spending Limit Policy shall be due and owing to the Association.

C. In the event written reports, plans or acts required of the MEC by the Spending Limit Policy, as

now or hereinafter adopted, dealing with the MEC Account balance are not provided within the

required time or in the event that any of the other requirements or conditions of the Spending Limit

Policy are not satisfied or done by the MEC, then upon notification by the Vice President-

Finance/Treasurer, ALPA shall not disburse any funds in excess of the then current quarter account

balance and shall notify the MEC and MEC Officers that any such excess expenditures or obligations

may be considered to be a violation covered by the provisions of Article XIX, Section 1A, of the

Constitution and By-Laws.

D. Dues paid by Active, Executive Active and Executive Inactive members in the amount of ten one

hundredths percent (0.10%) of airline income shall be placed in the Administrative and Support

Account, prior to application of Spending Limit Plan Policy allocations.

Article X ALPA Constitution and By-Laws

ARTICLE X - PRESIDENT

SECTION 1 - ELIGIBILITY AND ELECTION

A. Active members in good standing of the Association, Retired members as defined in Article II,

Section 3E, and Inactive Members as defined in Article II, Section 3D(2), shall be eligible to hold the

office of President. The Board of Directors of the Association, by two-thirds (2/3) majority vote, may

declare anyone eligible to hold the office.

B. When required, the delegates in attendance at a Regular Board of Directors meeting shall

nominate and shall elect the President.

C. The member elected to this position shall not serve as a member or officer of their MEC during

the term of the office of President.

SECTION 2 - TERM OF OFFICE

A. The regular term of office for President of the Association shall be four (4) years and shall

commence the first day of January following their election.

B. The term of office of the President, if elected as a result of a vacancy in the office for any reason,

shall be for the balance of the unexpired term and shall commence immediately upon election.

SECTION 3 - VACANCY IN OFFICE

A. When a vacancy in the office of President occurs, such vacancy shall be filled by the First Vice

President as provided in Article XI. The Executive Council shall call a special meeting of the Board of

Directors within three (3) months from the date the vacancy occurred unless a regularly scheduled

Regular Board meeting is to be held within six (6) months.

B. Upon leaving the office of President, each former President shall be given the title of "President

Emeritus."

SECTION 4 - JURISDICTION AND DUTIES

A. The President shall be the Chief Executive and Administrative Head of the Association. They

shall supervise the affairs of the Association, its functions and shall coordinate its activities. They

shall be responsible for and supervise the managerial functions within the Association. The President

shall consult with and be assisted by the First Vice President, Vice President-

Administration/Secretary, Vice President-Finance/Treasurer and the Executive Council in furthering

the objectives and policies of the Board of Directors and the Executive Board. They shall have such

other administrative assistants they may deem necessary.

B. The President shall determine and implement the organizational structure of the Home Office

in accordance with the declared policies of the Board of Directors and Executive Board.

C. The President is charged with carrying out the policies of the Board of Directors and the

Executive Board. They shall, unless otherwise provided in this Constitution and By-Laws, serve as

Chair of the Board of Directors, the Executive Board, and the Executive Council.

D. The President shall provide an annual report to each member immediately following the annual

audit which shall include, but shall not be limited to, the following: Report of the President on the

state of the Association; reports by major ALPA Committees; income/expense statement and balance

sheet, all of which shall be presented in a manner which is useful to the membership. The report shall

be posted to ALPA’s official Internet site, www.alpa.org, with the financial information available to

Article X ALPA Constitution and By-Laws

members only via the Intranet. This electronic posting shall fulfill the President’s reporting

requirement except to those members who have elected to receive their ALPA communications via

U.S. Mail.

E. The President may ballot the Board of Directors or the Executive Board for any cause they deem

necessary, in accordance with Association Voting Procedures. Should flight security problems of an

international, regional or operational character require, or for any other reason in which only a portion

of the membership is concerned, the President may ballot the Master Executive Councils involved.

Should these flight security problems be of such a serious nature that the President may desire to call

withdrawal of service of all carriers, they shall be so authorized after they conduct a ballot of the

Executive Board.

F. The President shall be required to ballot the Board of Directors as provided in Part 2B of the

Strike Policy.

G. Additionally, the President shall perform any duties mentioned elsewhere in the Constitution

and By-Laws.

SECTION 5 - SALARY

The Presidency of the Association shall be a full-time position with an annual salary. The salary of

the President and method of payment shall be established by the Board of Directors during the meeting

at which they are elected or reelected. Their salary may be adjusted or supplemented by retirement,

annuity payments, or other monetary benefits approved by the Board of Directors in session.

SECTION 6 - PRESIDENTIAL COMMITTEES

The President may establish, charge, and appoint committees for services as needed in the furtherance

of Association projects. Such committees shall be known as Presidential Committees and shall report

directly to the President. The President may terminate Presidential Committees at any time.

SECTION 7 - BOND

The President shall be bonded for an amount determined by the Executive Council.

Article XI ALPA Constitution and By-Laws

ARTICLE XI - FIRST VICE PRESIDENT

SECTION 1 - ELIGIBILITY AND ELECTION

A. Any Active member in good standing of the Association shall be eligible to hold the office of First

Vice President; provided that an incumbent First Vice President who becomes a Retired member as

defined in Article II, Section 3E with sixteen months or less remaining in their regular term of office

shall be eligible to hold the office of First Vice President for the remainder of that term.

B. The Association representatives in attendance at a Regular Board meeting shall nominate and

shall elect the First Vice President.

C. The member elected to this position shall not serve as a member or officer of their MEC during

the term of the office of First Vice President.

SECTION 2 - TERM OF OFFICE

A. The regular term of office for First Vice President shall be four (4) years and shall commence the

first day of January following their election.

B. The term of office of the First Vice President, if elected as a result of a vacancy in office, shall be

for the balance of the unexpired term and shall commence immediately upon election.

SECTION 3 - VACANCY IN OFFICE

When a vacancy in the office of First Vice President occurs, such vacancy shall be filled by the Vice

President-Administration/Secretary as provided in Article XII. Either the Executive Board or Board

of Directors, whichever is first convened, shall nominate and elect the First Vice President. Vacancies

in office filled by the Executive Board shall be subject to ratification by ballot to the Board of Directors

using ALPA Voting Procedures.

SECTION 4 - JURISDICTION AND DUTIES

A. The First Vice President shall:

(1) Function under the jurisdiction of the President in carrying out the policies of the Board of

Directors and the Executive Board.

(2) Perform such other representing and coordinating duties assigned to them by the President.

(3) Perform such other functions as may be assigned to them by the President, the Executive Board,

the Executive Council or the Board of Directors.

B. In the event the office of President becomes vacant for any reason, the First Vice President shall

become acting President, assuming those jurisdictions and duties provided in Article X.

Article XII ALPA Constitution and By-Laws

ARTICLE XII - VICE PRESIDENT-ADMINISTRATION/SECRETARY

SECTION 1 - ELIGIBILITY AND ELECTION

A. Any Active member in good standing of the Association shall be eligible to hold the office of Vice

President-Administration/Secretary; provided that an incumbent Vice President-

Administration/Secretary who becomes a Retired member as defined in Article II, Section 3E with

sixteen months or less remaining in their regular term of office shall be eligible to hold the office of

Vice President-Administration/Secretary for the remainder of that term.

B. The Association representatives in attendance at a Regular Board meeting shall nominate and

shall elect the Vice President-Administration/Secretary.

C. The member elected to this position shall not serve as a member or officer of their MEC during

the term of the office of Vice President-Administration/Secretary.

SECTION 2 - TERM OF OFFICE

A. The regular term of office for Vice President-Administration/Secretary shall be four (4) years

and shall commence the first day of January following their election.

B. The term of office of the Vice President-Administration/Secretary, if elected as a result of a

vacancy in office, shall be for the balance of the unexpired term and shall commence immediately upon

election.

SECTION 3 - VACANCY IN OFFICE

When a vacancy in the office of Vice President-Administration/Secretary occurs, such vacancy shall be

filled by the Vice President-Finance/Treasurer as provided in Article XIII. Either the Executive Board

or Board of Directors, whichever is first convened, shall nominate and elect the Vice President-

Administration/Secretary. Vacancies in office filled by the Executive Board shall be subject to

ratification by ballot to the Board of Directors using ALPA Voting Procedures.

SECTION 4 - JURISDICTION AND DUTIES

A. The Vice President-Administration/Secretary shall:

(1) Function under the jurisdiction of the President in carrying out the policies of the Board of

Directors and the Executive Board.

(2) Act as custodian of the Association's documents, contracts, leases, deeds to Association property

and general records other than those required to be kept by the Vice President-Finance/Treasurer.

(3) Maintain current membership records, and shall, upon request, provide accurate records for the

purpose of roll call voting at meetings of the Board of Directors, Executive Board and Master Executive

Councils.

(4) Be an ex officio member of the Election and Ballot Certification Board and shall conduct

Association voting and election procedures and shall announce results.

(5) Be responsible for keeping minutes of the meetings of the Board of Directors, the Executive

Board and Executive Council.

(6) Attend to Association correspondence including inquiries from members and the public

concerning matters of general policy.

Article XII ALPA Constitution and By-Laws

(7) File Association reports prescribed by Federal, State and other governmental authorities.

(8) Make arrangements for and give notice of meetings of the Board of Directors, the Executive

Board and the Executive Council in accordance with this Constitution and By-Laws.

(9) Maintain a current panel of candidates for Hearing Board and Appeal Board membership and

shall notify the Executive Council when vacancies occur on the Hearing and Appeal Boards.

(10) Maintain a current panel of candidates for membership on Seniority Integration Arbitration

Boards and shall notify the Executive Council when vacancies occur.

(11) Record and publish membership of committees of the President, the Executive Council, the

Executive Board and the Board of Directors.

(12) Sign Association documents and affix the Association's seal which will be in their custody.

(13) Issue membership cards.

(14) Exhibit Association records to any Director, Officer or member in good standing within a

reasonable period of time upon application at the Home Office.

(15) Be an ex officio member of the Board of Directors and Executive Board Credentials Committees.

(16) Approve applications for membership.

(17) Perform such other functions assigned to them by the President, Executive Board, Executive

Council and the Board of Directors.

(18) Perform such other duties mentioned elsewhere in the Constitution and By-Laws.

B. In the event the office of First Vice President becomes vacant for any reason, the Vice President-

Administration/Secretary shall become acting Vice President, assuming those jurisdictions and duties

provided in Article XI.

C. When the Vice President-Finance/Treasurer is unable to execute their duties and perform the

functions stipulated in Article XIII, the Vice President-Administration/Secretary shall become acting

Vice President-Finance/Treasurer and perform the duties of both Vice President-

Administration/Secretary and Vice President-Finance/Treasurer.

Article XIII ALPA Constitution and By-Laws

ARTICLE XIII - VICE PRESIDENT-FINANCE/TREASURER

SECTION 1 - ELIGIBILITY AND ELECTION

A. Any Active member in good standing of the Association shall be eligible to hold the office of Vice

President-Finance/Treasurer; provided that an incumbent Vice President-Finance/Treasurer who

becomes a Retired member as defined in Article II, Section 3E with sixteen months or less remaining

in their regular term of office shall be eligible to hold the office of Vice President-Finance/Treasurer

for the remainder of that term.

B. The Association representatives in attendance at a Regular Board meeting shall nominate and

shall elect the Vice President-Finance/Treasurer.

C. The member elected to this position shall not serve as a member or officer of their MEC during

the term of the office of Vice President-Finance/Treasurer.

SECTION 2 - TERM OF OFFICE

A. The regular term of office for the Vice President-Finance/Treasurer shall be four (4) years and

shall commence the first day of January following their election.

B. The term of office of the Vice President-Finance/Treasurer, if elected as a result of a vacancy in

office, shall be for the balance of the unexpired term and shall commence immediately upon election.

SECTION 3 - VACANCY IN OFFICE

When a vacancy in the office of Vice President-Finance/Treasurer occurs, such vacancy shall be filled

by the Vice President-Administration/Secretary as provided in Article XII. Either the Executive Board

or Board of Directors, whichever is first convened, shall nominate and elect the Vice President-

Finance/Treasurer. Vacancies in office filled by the Executive Board shall be subject to ratification by

ballot to the Board of Directors using ALPA Voting Procedures.

SECTION 4 - JURISDICTION AND DUTIES

A. The Vice President-Finance/Treasurer shall:

(1) Function under the jurisdiction of the President in carrying out the policies of the Board of

Directors and the Executive Board.

(2) Be responsible for the general financial and fiscal administration of the Association.

(3) Be accountable for the custodianship of cash funds, financial assets, and fiscal records of the

Association.

(4) Cause a modern accounting system to be maintained.

(5) Cause the reserves of the Association to be maintained at an acceptable level in the form of

negotiable interest bearing securities, and stocks and bonds, as allowed by law and, further, be

responsible for the selection and monitoring of the Trustee(s) to manage these reserves, subject to the

approval of the Executive Council.

(6) Cause a combined financial report for January and February and a monthly financial report

thereafter to be submitted to the Executive Board. Said report shall be submitted quarterly to the

Board of Directors.

Article XIII ALPA Constitution and By-Laws

(7) Provide each Master Chair with a monthly "How Goes It" report comparing expenses to budget

on their airline.

(8) Under the direction of the President, the Vice President-Finance/Treasurer shall cause a budget

and financial reports to be prepared for the Association in line with modern budgetary and accounting

principles for presentation to the Executive Council for review and approval. Said budget shall

encompass all Departments of the Association and allow for the establishment and maintenance of

adequate reserves and basic net worth.

(a) A one year budget will be submitted by the Vice President-Finance/Treasurer so as to be received

by the Executive Council at least fifteen (15) days prior to the meeting called for the purpose of

approval of the budget.

(b) Such approved budget shall be the subject of consultation with the Executive Board in session

at its regular September/October meeting.

Board is to be mailed first class mail to the Board of Directors at least twenty (20) days prior to the

Board of Directors meeting.

(d) In the years between Board of Directors meetings, the one year budget shall be mailed first class

mail to the Board of Directors no later than November 1.

(9) Review plans for maintenance of adequate funds to meet outstanding and planned commitments

and may recommend studies of general economic, business, and financial developments insofar as they

affect operations or policies and the annual budget.

(10) Cause a certified financial audit of the books and accounts each year to be prepared by a firm of

Certified Public Accountants and cause such audit report and recommendations of the auditors, if any,

to be presented to the Executive Council, the Executive Board and the Board of Directors. They may

authorize a special audit at any time.

(11) The Vice President-Finance/Treasurer may hire (and/or discharge) a properly qualified Internal

Auditor. The Internal Auditor shall report to the Vice President-Finance/Treasurer.

(12) The Vice President-Finance/Treasurer shall be responsible to develop with a Certified Public

Accountant a format in accordance with standard accounting procedures to be used to provide

adequate disclosure of ALPA assets and liabilities to the membership.

(13) Exhibit the books and accounts to any Officer or Active member in good standing of the

Association upon application at the Home Office during business hours.

(14) Maintain adequate and suitable insurance on Association property.

(15) Perform such other functions as are assigned to them by the President, the Executive Board, the

Executive Council, and the Board of Directors.

(16) Perform such other duties required elsewhere in the Constitution and By-Laws.

SECTION 5 - BOND

The Vice President-Finance/Treasurer shall be bonded in such amount as the Executive Council may

determine.

Article XIV ALPA Constitution and By-Laws

ARTICLE XIV - EXECUTIVE VICE PRESIDENTS

SECTION 1 - ELIGIBILITY AND ELECTION

A. Any Active member in good standing of the Association shall be eligible to hold the position of

Executive Vice President in accordance with paragraphs B, C and D, of this Section 1.

B. On the third day of a Board of Directors meeting, and following the regular election of the Vice

President-Finance/Treasurer, if one is held, each airline in Election Group A, the airlines in Election

Sub-Group B-1 as a group, the airlines in Election Sub-Group B-2 as a group, the airlines in Election

Sub-Group B-3 as a group, and the airlines in Election Group C as a group will hold election caucuses

consisting of their Board of Directors members and proxies under Article VII, Sections 8 and 9, to elect

Executive Vice Presidents. Three-fourths of the persons eligible to attend a caucus, including proxies,

will constitute a quorum for that caucus. The chair of each single-airline caucus will be the highest-

ranking MEC officer who is not a candidate. The chair of each multi-airline caucus will be the MEC

Chair who has the longest continuous tenure in that office and who is not a candidate, or if all are

candidates, a member of the caucus who is elected by the majority of the persons voting. In each

caucus, nominations of candidates from the airline or airlines in the caucus may be made by any MEC

Chair or Board of Directors member of an airline in the caucus, including proxies.

C. In order to provide a fair opportunity for election as Executive Vice President, the following

conditions apply to elections in Election Sub-Groups B-1, B-2, and B-3 when they contain two or more

airlines:

(1) Members of the same airline may not be elected Executive Vice President from the same Election

Sub-Group at consecutive regular Board of Directors meetings if that airline holds the roll call majority

in the Election Sub-Group (as determined under Article XIV, Section 5D) in both elections. This

provision shall be applicable when the Election Sub-Group at the time of the first election contained

one or more airlines.

(2) The condition specified in sub-paragraph 1. may be waived for a current election by a roll call

majority vote of the combined airline or airlines in the Election Sub-Group caucus, not including the

majority airline, conducted using the procedures established for Executive Vice President elections.

D. Upon close of nominations, the members of the Board of Directors in each caucus, including

proxies, will elect an Executive Vice President using a system which ensures that the manner in which

a member votes is never disclosed to the Association. Each member of the Board of Directors in a

caucus, including proxies, will vote for one nominee for each position. The nominee, in the case of each

caucus, receiving a majority of votes cast on a roll call basis, will be certified to and acknowledged by

the Board of Directors as Executive Vice Presidents responsible to the Association at large.

(1) In the event that no one nominee receives a majority of votes cast on the first roll call ballot, a

runoff roll call ballot will be conducted between the two nominees receiving the highest number of

votes. In the event that there is a tie for second place in the balloting, a runoff election shall be

conducted between the nominees who are tied to determine which nominee will be on the next roll call

ballot.

SECTION 2 - TERM OF OFFICE

A. The term of office for each Executive Vice President shall be for two (2) years and shall commence

on January 1 following adjournment of the Regular Board of Directors meeting at which they were

elected.

Article XIV ALPA Constitution and By-Laws

B. In the event of a vacancy in office, the elected successor shall take office immediately upon

election and serve for the balance of the unexpired term.

SECTION 3 - VACANCY IN OFFICE

A. When a vacancy in office occurs less than sixty (60) days prior to the date for commencement of

the Regular Board of Directors meeting, said office shall be left vacant to be filled for the remainder of

the term by the Executive Vice President elected at the regularly scheduled biennial meeting of the

Board of Directors, provided that a vacancy in a position elected from Election Group A, or from any

single-airline Election Group, may be filled for the remainder of the term in accordance with the

procedures set forth in Section 3B(1) below.

B. When a vacancy in the office occurs more than sixty (60) days prior to the date for commencement

of the Regular Board of Directors meeting, the Vice President-Administration/Secretary, when advised

in writing of such vacancy, shall immediately initiate procedures applicable for filling such vacancy,

as set forth in the following subparagraphs:

(1) If there is a vacancy in a position elected from Election Group A or from any single-airline

Election Group or Sub-Group, the Vice President-Administration/Secretary will immediately notify

the MEC Chair and MEC members of the affected airline and the MEC Chair will appoint an Interim

Executive Vice President. The members of the MEC of that airline (including proxies eligible to vote

for MEC officers) will elect a successor on an open roll call vote at the next regular or special meeting

of the MEC. The nomination and election procedures set forth in Section 1 above shall otherwise

govern. The nominee who is elected will take the oath of office specified in Article I, Section 7 to be

administered by the President or their designee.

(2) If there is a vacancy in a position elected from a multi-airline Election Group or Sub-Group other

than Group A, the Vice President-Administration/Secretary will immediately notify the MEC Chairs

and MEC members from the affected airlines. The MEC Chairs of those airlines will each be entitled

to nominate one candidate from any airline in the Election Group or Sub-Group, to fill the vacancy,

provided that if the vacated position was held by a member from a non-majority airline under the

provisions of Section 1C(1), above, the nominees may only be members from a non-majority airline.

The members of the MECs from the airlines in the Election Group or Sub-Group will elect a successor

from among those candidates by open roll call vote by a ballot initiated by the Vice President-

Administration/Secretary within fifteen (15) days after notice of the vacancy was provided to the

MECs. The nominee who receives the greatest number of votes will be elected and take the oath of

office specified in Article I, Section 7 to be administered by the President or their designee.

C. An Executive Vice President from an Election Group A airline or any single-airline Election

Group or Sub-Group who accepts employment at a different airline or an Executive Vice President

from any multi-airline Election Group or Sub-Group other than Group A who accepts employment at

an airline in a different Election Group or Sub-Group shall notify the Vice President-

Administration/Secretary in writing within ten (10) days.

(1) Upon receipt of such notification more than 180 days prior to the expiration of a regular term of

office for an Executive Vice President from Election Group A or from any single-airline Election Group

or Sub-Group, the Vice President-Administration/Secretary will immediately notify the MEC Chair

and MEC members of the affected airline. The members of the MEC of that airline, including proxies

eligible to vote for MEC officers, will determine by roll call vote whether or not to declare a vacancy in

the position. If a vacancy is declared, the vacancy will be dealt with in accordance with Sections 3A

and 3B of this Article.

(2) Upon receipt of such notification more than 180 days prior to the expiration of a regular term of

office for an Executive Vice President from a multi-airline Election Group or Sub-Group other than

Article XIV ALPA Constitution and By-Laws

Group A, the Vice President-Administration/Secretary will immediately conduct a referendum among

the MEC members from the affected Election Group or Sub-Group, by roll call vote to determine

whether or not the position should be declared vacant. If a vacancy is declared, the vacancy will be

dealt with in accordance with Sections 3A and 3B of this Article.

SECTION 4 - JURISDICTION AND DUTIES

The Executive Vice Presidents shall serve as members of the Executive Council and as such shall be

responsible to the Association at large. Each Executive Vice President who is elected during the Board

of Directors meeting shall subscribe to the oath of office in Article I, Section 7, to be administered by

the President of the Association or their designee in open session of the Board of Directors.

SECTION 5 - EXECUTIVE VICE PRESIDENTIAL ELECTION GROUPS AND SUB-

GROUPS

A. Executive Vice Presidential Member Airlines by

Election Group Active Membership and Dues Income

Group A All U.S. airlines with either 4000 or more Active Members in Good

Standing or with projected annualized dues income of $10,000,000

or more.

Group B All U.S. airlines with less than 4000 Active Members in Good

Standing and with projected annualized dues income of under

$10,000,000, divided into three sub-groups.

Group C All Canadian airlines

B. There shall be one (1) Executive Vice President elected by each airline in Election Group A and

one Executive Vice President elected by each other Election Group or Sub-Group.

C. For the purpose of Executive Vice President elections, airlines shall be assigned by the Vice

President-Administration/Secretary to Election Groups A and B based upon their number of Active

members in good standing, or in the case of Election Group A their projected annual dues income, as

of September 1 immediately preceding the Regular meeting of the Board of Directors.

D. For the purpose of determining the three Sub-Groups for Election Group B, the Vice President-

Administration/Secretary shall prepare a list of all airlines in Election Group B in order of Active

membership in good standing, largest to smallest, showing the number of Active members in good

standing for each airline in the Election Group. The first, second, and third largest airlines on the

Election Group B list shall be assigned by the Vice President-Administration/Secretary to Election

Sub-Groups B-1, B-2, and B-3 respectively, followed by assignment to each such Sub-Group of the

fourth, fifth, and sixth largest airlines respectively, followed by further assignment of airlines on the

Election Group B list in the same manner until all airlines on the Election Group B list have been

assigned to Sub-Groups.

E. A change in Active membership of an airline or projected annual dues income subsequent to such

assignment shall not change the Election Group or Sub-Group of an airline for that term of office or

preclude an Executive Vice President from completing a term of office.

Article XIV ALPA Constitution and By-Laws

SECTION 6 - RECALL

A. Recall of Executive Vice Presidents from Group A and Sub-Groups B-1, B-2, and B-3, with or

without cause, shall be initiated by majority vote of the Executive Board in session, or by the Board of

Directors.

B. Upon initiation of recall under Section 6A above by the Executive Board, the Vice President-

Administration/Secretary shall within fourteen (14) days distribute by mail a recall ballot to all

members of the Board of Directors covering the recall of the Executive Vice President involved. Such

ballot shall be conducted on a roll call basis. A simple majority returned shall govern on the recall

issue.

C. The Executive Vice President from Group C may be recalled from office with or without cause

either pursuant to the procedures set forth in Sections 6A and 6B above or pursuant to the procedures

set forth in Article XVI, Section 1B applied exclusively to Active members in good standing from

Canadian (Group C) airlines. Any action, vote or ballot to recall from office the Executive Vice

President from Group C shall also constitute simultaneous action, voting and balloting to remove such

individual from office as ALPA Canada President.

Article XV ALPA Constitution and By-Laws

ARTICLE XV - EXECUTIVE ADMINISTRATOR

SECTION 1 - ELIGIBILITY

Any member of the Association shall be eligible to hold the office of Executive Administrator. In

addition, any person of lawful age with appropriate qualifications and experience will be eligible for

appointment to this office.

SECTION 2 - APPOINTMENT, JURISDICTION AND DUTIES

The President, with the advice and approval of the Executive Council, shall appoint an Executive

Administrator who shall assist the President in the performance of the President's duties generally,

including assistance in the administration of the various departments of the Association, the

maintenance of active liaison between the Home Office and all departments, councils, members and

in all functions of the Association, and to perform such other duties as the President and the Executive

Council may assign.

SECTION 3 - REMOVAL

The Executive Administrator may be removed from office by the President at any time, subject to a

review and hearing of such action by the Executive Council if requested within fifteen (15) days. When

such removal is reviewed by the Executive Council, the reasons for its actions and its final

determination shall be reported to the next meeting of the Executive Board or Board of Directors.

SECTION 4 - SALARY

The amount and nature of the compensation and the basis of employment of the Executive

Administrator shall be fixed by the President, subject to the approval of the Executive Council.

Article XVI ALPA Constitution and By-Laws

ARTICLE XVI - RECALL OF OFFICERS

SECTION 1 - RECALL OF OFFICERS

A. Any officer of the Association, either with or without cause, may be recalled or removed from

office by action of the Board of Directors.

(1) For the purpose of recall, Directors representing seventy-five percent (75%) of the members in

good standing shall constitute a quorum.

(2) Recall shall require the affirmative vote of Directors representing a majority of the members in

good standing who are represented by the Directors voting.

(3) Such recalled officer, upon recall, shall be divested immediately of all authority, prestige, rights

and responsibilities pertaining to their office.

B. Recall of any officer of the Association may also be accomplished in the following manner:

(1) If twenty-five percent (25%) of the Active members in good standing petition the Vice President-

Administration/Secretary requesting a recall of any of said officers, it shall be the duty of the Vice

President-Administration/Secretary to circulate such a recall ballot to all Active members. If the Vice

President-Administration/Secretary is the officer whose recall is being requested, it shall be the duty

of the President to circulate such a recall ballot. Such ballots shall be returnable to the Election and

Ballot Certification Board, and a reasonable deadline date shall be specified thereon. Recall shall

require a two-thirds (2/3) vote of all Active members in good standing voting in such recall election.

The Election and Ballot Certification Board shall certify the results of such recall election to the

officers, the Board of Directors, and the membership. When such recall is accomplished, such recalled

officer shall immediately be divested of all authority, prestige, and rights commensurate with their

office.

Article XVII ALPA Constitution and By-Laws

ARTICLE XVII – COMPENSATION AND EXPENSES

SECTION 1 – PRESIDENT

The salary to be paid to the President shall be as provided in Article X, Section 5.

SECTION 2 – FIRST VICE PRESIDENT, VICE PRESIDENT-FINANCE/TREASURER, VICE

PRESIDENT-ADMINISTRATION/SECRETARY

Compensation of the First Vice President, Vice President-Administration/Secretary and Vice

President-Finance/Treasurer shall be established by the Board of Directors.

SECTION 3 – EXECUTIVE VICE PRESIDENTS

Compensation of Executive Vice Presidents shall be established by the Board of Directors, provided

that the Executive Board or Executive Council may establish the compensation for an Executive Vice

President temporarily assigned to full time duty with the Association.

SECTION 4 – MASTER EXECUTIVE COUNCILS AND REPRESENTATIVES OR MEMBERS

ASSIGNED TO DUTY WITH THE ASSOCIATION

Master Executive Council officers, Master Executive Council members, and representatives or

members assigned to duty with the Association by a Master Executive Council or at the national level,

whether assigned to part time or full time duty, shall be compensated in accordance with policy

established by the Board of Directors or Executive Board.

SECTION 5 – PRINCIPLES FOR COMPENSATION POLICY

Flight pay loss, in terms of what an officer, representative or member could earn pursuant to the

collective bargaining agreement if engaged in line flying, shall continue to be a part of compensation

policy under Sections 2 through 4 above. The Board of Directors or Executive Board may further

establish policy which recognizes the need for other methods of fair and equitable compensation and

days off for officers, representatives and members assigned to part time or full time duty with the

Association.

SECTION 6 – EXPENSES

Association policy shall be established to provide for and govern payment and reimbursement of

expenses incurred by officers, representatives or members while on Association business.

Article XVIII ALPA Constitution and By-Laws

ARTICLE XVIII - AGREEMENT APPROVAL AND VALIDATION

SECTION 1 - COLLECTIVE BARGAINING

Conference or negotiations shall not be initiated, carried on, or concluded in the name of ALPA by any

member, group, or groups of members thereof to make or establish employment agreements relating

to rates of pay, rules, or other conditions of employment, or any other agreements, contracts, or

documents of a similar or related character, or any other form of agreements, contracts, or documents

without the prior approval of the President. Any and all agreements, contracts, or documents of any

and every character whatsoever shall not become effective, binding or operative unless and until they

bear the signature of the President.

SECTION 2 - RATIFICATION

A. Any contract, letter of agreement or letter of understanding that, in the opinion of the MEC,

substantially affects the pay, working conditions, retirement, or career security of member pilots will

be subject to membership ratification under the following terms and conditions:

(1) The MEC will, at its option, ballot the membership of their airline to determine if it is their

desire to have membership ratification. Once membership ratification is established it will remain in

effect until changed by another ballot of the membership through MEC action.

(2) Unless the membership is balloted, as described in Section 2A(1) of this Article, membership

ratification of individual contracts and agreements will remain the option of the MEC.

Article XIX ALPA Constitution and By-Laws

ARTICLE XIX - TRUSTEESHIPS AND WITHDRAWAL OF REPRESENTATION

SECTION 1 - TRUSTEE ACTION TO PROTECT THE ASSOCIATION

A. The President of the Association, with the concurrent approval of the Executive Council and

Executive Board, as applicable, is authorized to take corrective action against an airline Master

Executive Council or Local Executive Council, or any officer(s) or representative(s) thereof, if any such

Council, officer(s) or other representative(s), in the judgment of the President of the Association and

the Executive Council and Executive Board, as applicable, violates or fails to comply with any of the

provisions of the Constitution and By-Laws of the Association or policies, engages in financial

malpractice or corruption (including embezzlement or misappropriation of funds), or exposes the

Association to detrimental consequences by engaging in a substantial failure to perform significant

legal or representational duties of a bargaining representative.

B. Such corrective action may include, in the case of a Master Executive Council or Local Executive

Council, the suspension or revocation of recognition of such Master Executive Council or Local

Executive Council, its dissolution, the suspension or removal of any of its officers or committees or

representatives and the designation of a Trustee or Trustees over the affairs and property of the

Master Executive Council or Local Executive Council.

C. The Master Executive Council or Local Executive Council or officer(s) or representative(s)

thereof involved, before any corrective action is taken, shall be given written notice of the charges, a

reasonable time to prepare a defense and shall be afforded a full and fair hearing before the Executive

Board on no less than twenty (20) days written notice, unless the President determines that emergency

action under Section 1D should be proposed or the Executive Council defers to the Executive Board

after considering emergency action under Section 1D.

D. The President may determine that emergency corrective action should be proposed and taken

with concurrent approval of the Executive Council. When such emergency corrective action is

proposed, the Master Executive Council or Local Executive Council or officer(s) or representative(s)

thereof involved shall be given written notice of the charges at least forty-eight (48) hours prior to

taking emergency action. When such emergency action is taken, the affected Master Executive Council

or Local Executive Council or officer(s) or representative(s) thereof shall be afforded a full and fair

hearing before the Executive Board no more than thirty (30) days after the establishment of the

trusteeship, provided that the hearing may be held more than thirty (30) days after establishment of

the trusteeship if the affected Master Executive Council or Local Executive Council or officer(s) or

representative(s) thereof agree to such later hearing date. The Executive Board shall affirm, reverse

or modify the decision of the President and Executive Council.

E. The President of the Association may cause written charges to be served, notice to be given and

the Executive Council and Executive Board to be convened in order to initiate the procedures herein

provided.

SECTION 2 - APPEAL AND REVIEW

A. The Master Executive Council or Local Executive Council or officer(s) or any representative(s)

thereof involved may appeal the decision of the President and Executive Board to the next ensuing

meeting of the Board of Directors of the Association. Upon written request, the President shall

authorize flight pay loss and expenses for the pilot or pilots as to whom the corrective action was taken

for attendance at said Board of Directors meeting. Notice of any such appeal shall be filed in writing

with the Association's Vice President - Administration within one hundred twenty (120) days after

transmittal of the President's and Executive Board's decision, and an appellant shall have the right to

appear before the Board of Directors as provided herein. During the pendency of any appeal from the

Article XIX ALPA Constitution and By-Laws

decision of the President and Executive Board, said decision shall remain in full force. The Board of

Directors shall affirm, reverse or modify the decision of the President and the Executive Board.

SECTION 3 - DUTIES, RIGHTS AND OBLIGATIONS OF TRUSTEES

In any case where the President of the Association appoints a Trustee to take charge of and conduct

the affairs of a Master Executive Council or Local Executive Council, such Trustee shall have the right,

in the name of the Association, upon demand, to all of the funds, properties, books and assets of the

suspended Master Executive Council or Local Executive Council whether obtained from the

Association's Treasury or from membership assessment or contribution, and shall hold such funds and

properties in trust on behalf and for the benefit of the respective membership group involved, and to

be expended in the conduct of their affairs. The President may also appoint temporary officers and

committees to serve under the supervision of a Trustee. Said Trustee and temporary officers shall be

empowered to act in a representative capacity in the same manner and to the same extent as the

deposed or suspended officers that they replace in accordance with applicable law. A Trustee

appointed under this rule may be removed, with or without cause, by the President at any time.

SECTION 4 - TERMINATION OF TRUSTEESHIP

Such Trusteeship shall be terminated by direction, if any, of the Board of Directors, or the Executive

Board or the Executive Council, or by the President, as soon as in its, or their, judgment the need for

the same shall no longer exist, and thereupon the affairs and assets then held in trusteeship shall be

returned to the respective local body. If appropriate, the Master Executive Council or the Local

Executive Council or any officer or representative thereof shall be reestablished as provided in Article

III and/or Article IV of the Constitution and By-Laws of the Association.

SECTION 5 - REPRESENTATION

A. The Executive Board at any regular or special session may withdraw representation in respect

of any pilot group in the event that such pilot group or its representatives shall have acted so as to

place itself at basic variance with the Constitution and By-Laws and policy of the Association. The

Executive Board shall treat with the membership status of such entire pilot group pursuant to the

provisions of the Constitution and By-Laws.

B. Such action shall be taken by the Executive Board following a review of all the facts and

circumstances, consideration of the views of the affected pilot group, or its representatives, to the

extent proffered by them. The Executive Board may effect such withdrawal of representation and treat

the membership status on terms it deems appropriate to the circumstances. The Executive Board may

provide for the modification or rescission of action taken by it at such times and upon such conditions

as it deems appropriate.

SECTION 6 - REVIEW

The Executive Board action shall be the subject of review and consideration at the regular or special

meeting of the Board of Directors next ensuing. However, the action of the Executive Board shall take

effect at the times and in the manner provided in the Executive Board resolutions.

Article XX ALPA Constitution and By-Laws

ARTICLE XX - CREW COMPLEMENT - CREW REQUIREMENTS

SECTION 1 - CREW COMPLEMENT

A. The policy of the Air Line Pilots Association, International regarding crew complement and crew

requirements is:

(1) The flight deck operating crew shall be at least two fully qualified, licensed, and landing-current

pilots for all unaugmented flights, except those airlines operating single pilot certificated aircraft as

of October 2018 may continue to operate those aircraft types. Additional on-board cockpit

crewmembers for augmented flights shall be established in policy in the Administrative Manual. All

members of the flight deck operating crew shall be pilots (as defined above, and to include Professional

Flight Engineers on airlines which have continuously employed flight deck operating crewmembers

holding such qualifications since entry into ALPA representation).

(2) Every effort shall be made to encourage standard usage of the titles Captain, First Officer,

Second Officer, and Flight Engineer.

SECTION 2 - SUPPORT OF ALPA

A. The full support of the Association, including strike benefits, shall be provided to any pilot and

pilot group in fulfilling the Association's crew complement policy.

B. If any airline attempts to require any member of this Association to fly any aircraft contrary to

Association policy, the President shall call a special Board of Directors meeting to convene within

thirty (30) days with the express purpose of considering appropriate protest action, up to and including

a nationwide withdrawal of service.

C. If the U.S. Federal Aviation Administration or Transport Canada fails to properly carry out its

certification obligations, the President shall promptly call a Board of Directors meeting to initiate

protest action, up to and including suspension of service.

SECTION 3 - CONTRARY CONTRACTS AND AGREEMENTS

If any MEC effects either a contract or a nonbinding agreement contrary to the mandatory crew

complement policy of this Association, the President shall call a special Board of Directors meeting to

convene within thirty (30) days with the express purpose of initiating appropriate action up to and

including trusteeship.

Article XXI ALPA Constitution and By-Laws

ARTICLE XXI - CUSTODIANSHIP

SECTION 1 - AUTHORIZATION

The President of the Association, with the concurrent approval of the Executive Council, is authorized

to take emergency action to provide representation for the pilots in the service of any airline which

interrupts or ceases all or substantially all operations or which is conducting operations after filing of

bankruptcy or reorganization proceedings or pending liquidation, or of any airline or Local Council

where there is an insufficient number of eligible members willing to serve to fill vacancies in office or

where such action is requested by the MEC or Local Council and is deemed necessary to assure the

performance of collective bargaining agreements.

SECTION 2 - CUSTODIAN REPRESENTATIVES

A. Such emergency action may include the appointment by the President of custodian

representatives, who shall function as representatives in place of or with supervisory authority over

the last or current Master Executive Council and Local Executive Councils on the airline and their

officers. Such custodian representatives may include members who served as members and officers of

the last Master Executive Council, provided that such members are willing to serve.

B. The number of such custodian representatives and their respective duties shall be determined

by the President and may vary from time to time as circumstances may require. Upon appointment,

the custodian representatives designated for such purpose by the President shall have the right, on

behalf of the Association, to all the funds, properties, books, assets, records and files of the former

Master Executive Council and Local Executive Councils and their officers, whether obtained from the

Association's treasury or from membership assessment or contribution, and shall to the extent

provided for in respect of a Master Executive Council or Local Executive Council, hold such funds and

properties on behalf of and to be used for the benefit of the respective membership group involved.

Such emergency action may also include establishing a budget for representation activities on the

airline. Any and all custodian representatives appointed under this Section may be removed, with or

without cause, by the President at any time.

SECTION 3 - HEARING BEFORE EXECUTIVE COUNCIL

A. The President shall notify the MEC Chair of proposed emergency action at least forty-eight (48)

hours prior to taking emergency action with concurrent approval of the Executive Council. When such

emergency action is taken, the affected Master Executive Council and Local Executive Councils and

their officers shall be given written notice of the basis for authorization of custodianship under these

provisions and a full and fair hearing respecting the custodianship before the Executive Council no

more than twenty (20) days after the establishment of the custodianship, provided that the hearing

may be held more than twenty (20) days but no later than ninety (90) days after establishment of

custodianship if the affected Master Executive Councils and Local Executive Councils agree to such

later hearing date. Upon written request, the President shall authorize expenses for the pilot or pilots

as to whom the action was taken for attendance at this hearing. The Executive Council shall affirm,

modify or reverse the prior decision of the President and the Executive Council.

B. Where the President determines, in their discretion, that immediate emergency action

establishing a custodianship is not required prior to a hearing, the President may cause the Executive

Council to be convened and conduct a full and fair hearing prior to establishing a custodianship,

provided that nothing in this Section shall preclude emergency action establishing a custodianship

prior to such hearing. The President and Executive Council, after such hearing, may take all action

authorized by Sections 1 and 2 of this Article.

Article XXI ALPA Constitution and By-Laws

C. Nothing in this Article shall preclude any MEC involved in an actual or pending bankruptcy or

reorganization or absence of representation as specified in Section 1 of this Article from requesting

custodianship under this Article.

SECTION 4 - APPEAL AND REVIEW

The affected former Master Executive Council or Local Executive Councils or their officers may appeal

the decision of the President and Executive Council under Sec. 3, above, to the next ensuing meeting

of the Executive Board of the Association or to the next regular Board of Directors meeting when no

regular Executive Board meeting is scheduled. Notice of any such appeal shall be filed in writing with

the Association's Vice President-Administration/Secretary within one hundred twenty (120) days after

transmittal of the President's and the Executive Council's decision, and an appellant shall have the

right to a full and fair hearing before the Executive Board or Board of Directors, or a committee thereof.

Upon written request, the President shall authorize expenses for the pilot or pilots as to whom the

action was taken for attendance at this meeting. During the pendency of any appeal from the decision

of the President and Executive Council said decision shall remain in full force. The Executive Board

or Board of Directors shall affirm, reverse or modify the decision of the President and the Executive

Council.

SECTION 5 - ATTENDANCE AT EXECUTIVE BOARD AND BOARD OF DIRECTORS

MEETINGS

Custodian representatives who represent Active members in good standing may attend Board of

Directors and Executive Board meetings as delegates, provided that they shall not have the right to

vote unless they have been elected by secret ballot under the procedures established by Article III.

Custodian representatives who do not represent Active members in good standing may attend such

meetings with the approval of the President or Executive Council as observers.

SECTION 6 - TERMINATION OF CUSTODIANSHIP

Such Custodianship shall be terminated by direction, if any, of the Board of Directors, Executive Board

or Executive Council or the President, as soon as in its or their judgment the need for the same shall

no longer exist, and thereupon the affairs and assets then held in custodianship shall be returned to

the respective body or, if appropriate, entered into the National Account. If appropriate, the Master

Executive Council and/or Local Executive Council, any officer or representative thereof, shall be

re-established as provided in Article III and/or Article IV of the Constitution and By-Laws of the

Association.

SECTION 7 - ACTION UNDER ARTICLE XIX

Nothing in this Article shall preclude action under Article XIX if appropriate under the circumstances.

Article XXII ALPA Constitution and By-Laws

ARTICLE XXII – ALPA CANADA BOARD

SECTION 1 - ORGANIZATION

A. The ALPA Canada Board shall be composed of and the members shall be the ALPA Canada

President, ALPA Canada Vice President/IFALPA Director, ALPA Canada Vice President Administration

and Finance and the Chair of the Master Executive Council of each Canadian airline.

B. The officers of the ALPA Canada Board shall be the ALPA Canada President, ALPA Canada Vice

President/IFALPA Director and ALPA Canada Vice President Administration and Finance.

C. The ALPA Canada Board shall be governed by the ALPA Constitution and By-Laws, ALPA policy

and the ALPA Canada Board By-Laws as approved by the Executive Council. The ALPA Canada Board

shall be subject to the authority of the Board of Directors, Executive Board and Executive Council under

the Constitution and By-Laws.

SECTION 2 - JURISDICTION AND DUTIES

A. The ALPA Canada Board will be considered a governing body within the ALPA structure with the

following jurisdiction and duties:

(1) The ALPA Canada Board shall have the responsibility and mandate to articulate all ALPA

International positions with Canadian institutions, and to develop specific Canadian positions on issues

of national interest to Canadian pilots.

(2) The ALPA Canada Board shall act as the successor to CALPA for purposes of IFALPA membership

and IFALPA representation of the pilots of Canada.

(3) The ALPA Canada Board, through the ALPA Canada President or their designee, shall be included

in organizing efforts with respect to Canadian pilot groups, in coordination with the President and

Executive Council.

(4) The ALPA Canada Board shall adopt and amend By-Laws for the ALPA Canada Board, consistent

with the ALPA Constitution and By-Laws, subject to approval by the Executive Council.

(5) The ALPA Canada Board shall establish committees and appoint committee chairs as may be

necessary for conducting its business.

(6) The ALPA Canada Board shall, subject to its By-Laws as approved by the Executive Council,

approve an annual ALPA Canada Board budget to be funded by an allocation as determined by the

Executive Council.

(7) The ALPA Canada Board has the authority to levy assessments on the Master Executive Councils

of each Canadian airline, or on the members in the employ of all Canadian airlines, for any lawful trade

union purpose within the jurisdiction and duties of the ALPA Canada Board.

SECTION 3 - MEETINGS

A. Regular meetings shall be held every six (6) months.

B. Special meetings may be called at any time by the ALPA Canada President or President of the

Association. A special meeting shall also be called upon the written request of at least thirty percent

(30%) of the members of the ALPA Canada Board.

Article XXII ALPA Constitution and By-Laws

C. At any meeting of the ALPA Canada Board, a majority of the members of the ALPA Canada Board

shall constitute a quorum for transacting business.

D. Decisions on all questions shall be determined by a majority vote unless otherwise specified in the

Constitution and By-Laws. Each member of the ALPA Canada Board, including officers, shall have one

vote. The chair of the meeting shall not exercise the right to vote except to break a tie. At the request

of any member of the ALPA Canada Board, a general vote shall be taken whereby each MEC Chair shall

have two votes for each Local Council that they represent, and each ALPA Canada Board officer entitled

to vote shall have one vote.

E. The use of proxies at meetings shall be as determined by the ALPA Canada Board By-Laws.

F. Minutes, including at least a record of attendance and compilation of actions, shall be kept of all

regular and special meetings. A copy of such minutes shall be sent to each member of the ALPA Canada

Board and the Vice President-Administration/Secretary within thirty (30) days after adjournment of each

meeting.

SECTION 4 – ALPA CANADA PRESIDENT

A. The ALPA Canada President shall be the Executive Vice President for Group C (All Canadian

airlines). The term of office in both positions shall be simultaneous for all purposes. Election to office as

Executive Vice President for Group C shall constitute election to office as ALPA Canada President. Recall

or resignation from office as Executive Vice President for Group C shall constitute recall or resignation

from office as ALPA Canada President, and vice-versa. The ALPA Canada President may not be charged

under Article VIII of the Constitution and By-Laws for acts of omission or commission as a result of their

duties in office as ALPA Canada President, but shall be subject to recall under Article XIV, Section 6.

B. The ALPA Canada President shall:

(1) Be the principal officer of the ALPA Canada Board and chair all meetings.

(2) Be the principal spokesperson for the ALPA Canada Board on matters within its jurisdiction.

(3) Be responsible for planning, coordinating and administering the affairs and activities of the ALPA

Canada Board within established policies.

(4) Consult with and be assisted by the other officers of the ALPA Canada Board in furthering the

objectives and policies of the Association.

(5) Be an ex officio member of all ALPA Canada Board committees.

(6) Be the chief Canadian delegate to IFALPA.

(7) Be consulted by the President in determining the requirements for, and selection of, all

Canadian-based staff.

(8) Be supported by Canadian-based staff in the development of specific Canadian positions on

issues of national interest to Canadian pilots.

(9) Be consulted by the President in determining Canadian real estate needs.

Article XXII ALPA Constitution and By-Laws

SECTION 5 - ALPA CANADA VICE PRESIDENT/IFALPA DIRECTOR AND ALPA CANADA

VICE PRESIDENT ADMINISTRATION AND FINANCE

A. The ALPA Canada Vice President/IFALPA Director and ALPA Canada Vice President

Administration and Finance shall be elected by the Group C caucus, in session, at each regular Board of

Directors meeting, following the election of the Group C Executive Vice President/ALPA Canada

President, pursuant to the same eligibility requirements, nomination procedures and election procedures

as applicable to the Group C Executive Vice President election. The term of office shall be as set forth in

Article XIV, Section 2 of the Constitution and By-Laws.

B. The ALPA Canada Vice President/IFALPA Director shall:

(1) Perform such duties as may be specifically assigned to them by the ALPA Canada President.

(2) Assist the ALPA Canada President in furthering the objectives and policies of the Association.

(3) Perform the duties of the ALPA Canada President in their absence.

(4) Perform the duties of IFALPA Director in accordance with the ALPA Canada Board By-Laws.

C. The ALPA Canada Vice President Administration and Finance shall:

(1) Perform such duties as may be specifically assigned to them by the ALPA Canada President.

(2) Assist the ALPA Canada President in furthering the objectives and policies of the Association.

(3) Assist the ALPA Canada President in administering the finances of the ALPA Canada Board.

(4) Maintain ALPA Canada Board records.

D. Either officer may be recalled with or without cause by a two-thirds (2/3) vote of the Canada Board,

in session, conducted by secret ballot with each member casting one vote.

SECTION 6 - VACANCY IN OFFICE

A. In the event a vacancy in the office of ALPA Canada President occurs more than sixty (60) days

prior to the expiration of a regular term of office, the ALPA Canada Vice President/IFALPA Director shall

become acting ALPA Canada President, and acting Group C Executive Vice President, pending filling of

the vacancy in accordance within the provisions of Article XIV, Section 3B of the Constitution and By-

Laws. If a vacancy in office occurs less than sixty (60) days prior to the expiration of a regular term of

office, the ALPA Canada Vice President/IFALPA Director shall fill the vacancy for the duration of the

term. Filling of the vacancy as provided herein shall also fill the vacancy in office of Executive Vice

President for Group C. Article XIV, Section 3 shall not be applicable to the Executive Vice President for

Group C except as provided herein.

B. In the event of a vacancy in either the office of ALPA Canada Vice President/IFALPA Director or

ALPA Canada Vice President Administration and Finance or both offices, the office(s) will be filled by

election at the next meeting of the Canada Board. Pending such meeting, the remaining officer shall

serve in the vacant office. If both offices are vacant, the ALPA Canada President may appoint acting

officers pending an election.

C. In the event of a simultaneous vacancy in the offices of ALPA Canada President and ALPA Canada

Vice President/IFALPA Director, the ALPA Canada Vice President Administration and Finance shall

serve as acting ALPA Canada President, subject to Section 6A above.

Article XXII ALPA Constitution and By-Laws

D. In the event of a simultaneous vacancy in all ALPA Canada offices, the President shall convene a

special meeting within ten (10) days for elections to fill the vacancies.

INDEX

Accused Member ........................................................................................................................................ 74

Active Member ........................................................................................................................................... 13

Affiliations .................................................................................................................................................... 9

Agenda

Board of Directors Meetings-Regular ................................................................................................ 65

Board of Directors Meetings-Special.................................................................................................. 66

Executive Board Meetings-Regular ................................................................................................... 59

Executive Board Meetings-Special..................................................................................................... 59

Local Council Meetings-Regular ........................................................................................................ 38

Local Council Meetings-Special ......................................................................................................... 38

Master Executive Council Meetings-Regular .................................................................................... 51

Master Executive Council Meetings-Special ..................................................................................... 51

ALPA Canada Board .....................................................................................................................................

.................................................................................................................................................................. 104

ALPA Canada President ...............................................................................................................................

.................................................................................................................................................................. 105

ALPA Canada Vice President/IFALPA Director and

ALPA Canada Vice President Administration and Finance .............................................................. 106

Amendments to the Constitution and By-Laws ........................................................................................ 9

Appeal and Review

Custodianship .................................................................................................................................... 103

Trusteeship .......................................................................................................................................... 99

Appeal Board .............................................................................................................................................. 74

Appeal Procedure ....................................................................................................................................... 73

Applications ............................................................................................................................................... 16

Apprentice Member ................................................................................................................................... 13

Arrangement Plans ................................................................................................................................... 78

Assessments ............................................................................................................................................... 78

Associate Members .................................................................................................................................... 19

Attendance

Board of Directors Meetings ............................................................................................................... 66

Executive Board Meetings .................................................................................................................. 60

Executive Council Meetings ............................................................................................................... 62

Master Executive Council Meetings .................................................................................................. 52

Bad Standing And Expulsion .................................................................................................................... 80

Bills ............................................................................................................................................................... 8

Bond

Local Council Members ....................................................................................................................... 38

Master Executive Council Members .................................................................................................. 56

President .............................................................................................................................................. 84

Vice President-Finance/Treasurer ..................................................................................................... 89

Campaign Literature ................................................................................................................................. 10

Charters ....................................................................................................................................................... 9

Checks .......................................................................................................................................................... 8

Classifications ............................................................................................................................................ 13

Collective Bargaining ................................................................................................................................ 97

Committee

ALPA .................................................................................................................................................... 69

Board of Directors Delegate ............................................................................................................... 68

Continuing ........................................................................................................................................... 69

Credentials-Board of Directors........................................................................................................... 68

Credentials-Executive Board.............................................................................................................. 61

Local Executive Council ...................................................................................................................... 41

Master Executive Council ................................................................................................................... 50

Presidential ......................................................................................................................................... 84

Special .................................................................................................................................................. 69

Steering ................................................................................................................................................ 68

Crew Complement ................................................................................................................................... 101

ALPA Support ................................................................................................................................... 101

Contrary Contracts and Agreements ............................................................................................... 101

Custodian ................................................................................................................................................. 102

Action Under Article XIX.................................................................................................................. 103

Attendance at Executive Board and Board of Directors ................................................................. 103

Authorization ..................................................................................................................................... 102

Hearing Before Executive Council ................................................................................................... 102

Representatives ................................................................................................................................. 102

Termination of Custodianship .......................................................................................................... 103

Defaulted Loan Obligations ...................................................................................................................... 80

Definitions .................................................................................................................................................... 6

Dissolution

ALPA ...................................................................................................................................................... 6

Local Councils ..................................................................................................................................... 48

Dues

Annual ................................................................................................................................................. 75

Annual Dues Adjustment ................................................................................................................... 77

Annual Estimate ................................................................................................................................. 75

Dues Rate (Active and Executive Active Members) .......................................................................... 75

Flight Pay Loss .................................................................................................................................... 75

Income Exempt from Dues ................................................................................................................. 76

Payment Methods ............................................................................................................................... 75

Refund .................................................................................................................................................. 82

Duration ....................................................................................................................................................... 6

Election

ALPA Officers ...................................................................................................................................... 67

Executive Vice Presidents .................................................................................................................. 90

First Vice President ............................................................................................................................ 85

Local Council Representatives and Officers ...................................................................................... 43

Master Executive Council Officers ..................................................................................................... 53

President .............................................................................................................................................. 83

Vice President-Administration/Secretary .......................................................................................... 86

Vice President-Finance/Treasurer ..................................................................................................... 88

Election and Ballot Certification Board ................................................................................................... 11

Election Groups ......................................................................................................................................... 44

Executive Vice Presidential ................................................................................................................ 92

Election Sub-Groups, Executive Vice Presidential .................................................................................. 92

Eligibility

Executive Administrator .................................................................................................................... 94

Executive Vice Presidents .................................................................................................................. 90

First Vice President ............................................................................................................................ 85

Local Council Officers ......................................................................................................................... 34

Local Council Representatives ........................................................................................................... 34

Master Executive Council Officers ..................................................................................................... 53

President .............................................................................................................................................. 83

Vice President - Finance ..................................................................................................................... 88

Vice President-Administration/Secretary .......................................................................................... 86

Eligibility for Membership ........................................................................................................................ 13

Establishment

Local Councils ..................................................................................................................................... 48

Master Executive Councils ................................................................................................................. 56

Executive Member ..................................................................................................................................... 14

EXPENSES ................................................................................................................................................ 96

Finance Plan .............................................................................................................................................. 79

Fines ........................................................................................................................................................... 79

Fiscal Responsibility .................................................................................................................................. 82

Fiscal Year ................................................................................................................................................... 8

General Duties of the Local Executive Council ....................................................................................... 41

Hearing Board............................................................................................................................................ 74

Hearing of Membership Cases .................................................................................................................. 71

Hearing Procedure ..................................................................................................................................... 72

Home Office Location .................................................................................................................................. 6

Honorary Member...................................................................................................................................... 15

Inactive Member ........................................................................................................................................ 14

Initiation Fee ............................................................................................................................................. 75

Interpretation of Constitution and By-Laws ........................................................................................... 71

Jurisdiction and Duties

Board of Directors ............................................................................................................................... 64

Canada Board .................................................................................................................................... 104

Executive Administrator .................................................................................................................... 94

Executive Board .................................................................................................................................. 58

Executive Council ................................................................................................................................ 62

Executive Vice Presidents .................................................................................................................. 92

First Vice President ............................................................................................................................ 85

Local Council Officers ......................................................................................................................... 41

Master Executive Council ................................................................................................................... 50

President .............................................................................................................................................. 83

Vice President-Administration/Secretary .......................................................................................... 86

Vice President-Finance/Treasurer ..................................................................................................... 88

Late Payment Charge................................................................................................................................ 79

Major Contingency Fund ........................................................................................................................... 81

Meeting Records

Board of Directors ............................................................................................................................... 70

Executive Board .................................................................................................................................. 61

Executive Council ................................................................................................................................ 63

Local Councils ..................................................................................................................................... 40

Local Executive Councils .................................................................................................................... 42

Master Executive Councils ................................................................................................................. 53

Meetings

Board of Directors-Regular ................................................................................................................. 64

Board of Directors-Special .................................................................................................................. 66

Canada Board .................................................................................................................................... 104

Executive Board-Regular .................................................................................................................... 58

Executive Board-Special ..................................................................................................................... 59

Executive Council-Regular ................................................................................................................. 62

Executive Council-Special .................................................................................................................. 62

Local Council-Regular ......................................................................................................................... 38

Local Council-Special .......................................................................................................................... 38

Master Executive Council-Regular .................................................................................................... 51

Master Executive Council-Special ..................................................................................................... 51

Membership Credentials ............................................................................................................................. 9

Name ............................................................................................................................................................ 6

Negotiable Instruments .............................................................................................................................. 8

Net Worth ................................................................................................................................................... 80

Nomination

ALPA Officers ...................................................................................................................................... 67

Local Council Representatives ........................................................................................................... 42

Notes ............................................................................................................................................................. 8

Notice of Meetings

Board of Directors-Regular ................................................................................................................. 64

Local Councils ..................................................................................................................................... 39

Local Executive Councils .................................................................................................................... 42

Master Executive Councils ................................................................................................................. 51

Notice Of Meetings

Executive Board .................................................................................................................................. 58

Oath of Office ............................................................................................................................................... 8

Obligation of Members to the Association ............................................................................................... 10

Officers ......................................................................................................................................................... 8

Local Council ....................................................................................................................................... 34

Master Executive Councils ................................................................................................................. 53

Organization

Board of Directors ............................................................................................................................... 64

Canada Board .................................................................................................................................... 104

Executive Board .................................................................................................................................. 58

Executive Council ................................................................................................................................ 62

Local Councils ..................................................................................................................................... 33

Master Executive Councils ................................................................................................................. 50

Parliamentary Law and Rules of Order ................................................................................................... 10

Probation

Apprentice Members ........................................................................................................................... 13

Proxies

Board of Directors ............................................................................................................................... 67

Executive Board Meetings .................................................................................................................. 60

Executive Council Meetings ............................................................................................................... 63

General .................................................................................................................................................. 9

Local Council Meetings ....................................................................................................................... 39

Master Executive Council Meetings .................................................................................................. 53

Quorum

Board of Directors ............................................................................................................................... 66

Executive Board .................................................................................................................................. 60

Executive Council ................................................................................................................................ 62

Local Councils ..................................................................................................................................... 39

Local Executive Councils .................................................................................................................... 42

Master Executive Councils ................................................................................................................. 52

Ratification ................................................................................................................................................. 97

Reactivated Member .................................................................................................................................. 15

Reballoting ................................................................................................................................................. 12

Recall

ALPA Officers ...................................................................................................................................... 95

Executive Vice Presidents .................................................................................................................. 93

Local Council Representative or Officer ............................................................................................ 38

Master Executive Council Officers ..................................................................................................... 56

Removal

Executive Administrator .................................................................................................................... 94

Representation

Board of Directors Meetings ............................................................................................................... 67

Clarification of Status Representation .............................................................................................. 10

Executive Board Meetings .................................................................................................................. 60

Executive Council Meetings ............................................................................................................... 63

MEC Meetings ..................................................................................................................................... 52

Members ................................................................................................................................................ 9

Pilot Groups ......................................................................................................................................... 99

Review of Executive Board Action ................................................................................................... 100

100

Representatives

Custodian ........................................................................................................................................... 102

Local Council ....................................................................................................................................... 34

Reserves ..................................................................................................................................................... 80

Retired Member ......................................................................................................................................... 15

Roll call

Master Executive Council Meetings .................................................................................................. 52

Roll Call

Roll Call of Delegates .......................................................................................................................... 60

Roll Call Voting ................................................................................................................................... 10

Salary

Executive Administrator .................................................................................................................... 94

Executive Vice Presidents .................................................................................................................. 96

MECs and Representatives ................................................................................................................ 96

Officers ................................................................................................................................................. 96

President ........................................................................................................................................ 84, 96

Scope of Authority and Objectives .............................................................................................................. 7

Seal ............................................................................................................................................................... 8

Single Council Airline

Master Executive Councils ................................................................................................................. 56

Steering Committee ................................................................................................................................... 68

Strike Vote, Strike Ballot .................................................................................................................... 50, 84

Suspension of Service ................................................................................................................................ 12

Term of Office

Executive Vice Presidents .................................................................................................................. 90

First Vice President ............................................................................................................................ 85

Local Council Representatives and Officers ...................................................................................... 35

Master Executive Council Officers ..................................................................................................... 54

President .............................................................................................................................................. 83

Vice President-Administration/Secretary .......................................................................................... 86

Vice President-Finance/Treasurer ..................................................................................................... 88

Termination of Membership ..................................................................................................................... 19

Transfer of Executive Members to Active Membership .......................................................................... 18

Transfer of Inactive Members to Active Membership ............................................................................. 18

Trustee

Action to Protect the Association ....................................................................................................... 98

Duties, Rights and Obligations .......................................................................................................... 99

Termination of Trusteeship ................................................................................................................ 99

Vacancy in Office

Canada Board .................................................................................................................................... 106

Executive Vice Presidents .................................................................................................................. 91

First Vice President ............................................................................................................................ 85

Local Council Representative or Officer ............................................................................................ 36

Master Executive Council Officers ..................................................................................................... 54

President .............................................................................................................................................. 83

Vice President-Administration/Secretary .......................................................................................... 86

Vice President-Finance/Treasurer ..................................................................................................... 88

Voting

Board of Directors ............................................................................................................................... 66

Executive Board .................................................................................................................................. 60

Local Councils ..................................................................................................................................... 39

Local Executive Councils .................................................................................................................... 42

Master Executive Councils ................................................................................................................. 52