ARTICLE VII

AIRLINE MASTER EXECUTIVE COUNCILS

A. Organization

1. On an airline having one (1) Council, the Local Executive Council shall be the Master Executive Council of the airline.

2. On an airline having two (2) or more Local Councils which elects its Master Executive Council Officers pursuant to Article VIII.B.2., all of the Local Council Presidents shall be members of the Master Executive Council.

B. Jurisdiction and Duties

1. A Master Executive Council shall be the chief governing body for the membership on

that airline, and shall have the responsibility, authority and duty to:

a. Elect Master Executive Council Officers as provided in Article VIII.

b. Establish and implement Master Executive Council policy deemed necessary to conduct Council business and further the goals of the Union.

c. 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 under its jurisdiction. All normal or routine local Union business shall, however, be conducted by the Local Councils on the respective airlines.

d. Make the final decision on any problem or problems of the members of that airline, and act accordingly.

e. Maintain an active internal membership development program.

f. Maintain participation of Local Council Officers, Negotiating Committee members and System Board members in appropriate training programs.

g. Establish a program designed to keep members informed of Union activities.

h. Maintain adequate records on Union business conducted on the airline.

i. Distribute an annual report to the membership on Union business conducted on the airline which is to include Union expenditures.

j. Establish committees and appoint committee chairpersons as may be necessary for conducting Master Executive Council business and enforcing policy of the Union and Master Executive Council.

k. Elect System Board members on that airline.

l. Give its approval by a majority vote of the Master Executive Council of an airline, with the advice of the International President, before a strike vote of the members of such airline may be taken.

m. Abide by the Constitution and Bylaws of the Union and decisions of the Board of Directors.

n. Perform all other duties as stated in the Constitution and Bylaws.

2. Nothing in this section shall authorize any Master Executive Council to initiate any action that is inconsistent with this Constitution and Bylaws or with the best interests of the Union or the general membership thereof.

C. Officers

Each Master Executive Council shall have the following elected Officers: President, Vice President, and Secretary-Treasurer.

1. Eligibility

All Officers of the Master Executive Council must be active members in good standing from that airline, provided that in the case of an airline with only one (1) Council, the Local Executive Council officer shall also hold that office on the Master Executive Council. Nothing in this Section shall prevent a Local Council President from holding any Master Executive Council office.

2. Jurisdiction and Duties

a. Master Executive Council President

The President shall be the official Union spokesperson and chief executive officer for that airline and shall have the authority and duty to:

(1) Be responsible for and charged with administering the policies of that Master Executive Council, and implementing the objectives and policies announced by the Board of Directors and Executive Board.

(2) Be responsible for the expeditious processing of members' complaints and grievances.

(3) Be the Union representative on that airline for the purpose of furthering and implementing the objectives and policies announced by the Board of Directors and Executive Board.

(4) Coordinate and compile Master Executive Council policy, review reports and recommendations and submit such material to the appropriate committees of the Union.

(5) Be a member of the Negotiating Committee.

(6) Be a member of the Executive Board.

(7) Be granted the privilege of the floor at all meetings of the Board of Directors, but shall have no vote, if not also a Local Council President.

(8) Be responsible for and supervise the business and managerial functions of the Union on that carrier.

(9) Consult with and be assisted by the Vice President and Secretary-Treasurer.

(10) Ballot the Master Executive Council if necessary or when required.

(11) Keep a current and accurate inventory of all Union property and supplies purchased or provided by the Union and submit a copy of this to the International Secretary-Treasurer of the Union.

(12) Inform all Master Executive Council Officers and committees that all files, correspondence, documents and other materials resulting from the work of such committees are the property of the Union, not the personal property of individuals, and are to be safeguarded.

(13) Maintain the Union's files and property, then transfer them to her/his successor promptly.

b. Master Executive Council Vice President

The Vice President shall:

(1) Function under the jurisdiction of the President in carrying out the policies and directives of the Master Executive Council.

(2) Perform the duties of the President at her/his request or in the absence of the President.

(3) Be granted the privilege of the floor at all Master Executive Council and Board of Directors meetings, but shall have no vote if not also a Local Council President.

c. Master Executive Council Secretary-Treasurer

The Secretary-Treasurer shall:

(1) Assist the President in administering Master Executive Council funds.

(2) Maintain Master Executive Council records and perform such other duties that may be specifically assigned to the Secretary-Treasurer by the President or Acting President.

(3) Be responsible to the President and Master Executive Council.

(4) Be responsible for general record keeping and accounting of the Master Executive Council budget and any funds.

(5) Distribute a quarterly statement on expenditures to the Master Executive Council.

(6) Assist in preparation of the Master Executive Council annual report to the membership.

(7) Exhibit at all reasonable times the general records to any Officer or active member in good standing upon application.

(8) Maintain Master Executive Council records and record all meetings of the Master Executive Council.

(9) Deliver to her/his successor all monies and other property of the Master Executive Council. On demand of the International Office, s/he shall make available all books and records for examination and audit.

(10) Submit a copy of all Master Executive Council meeting minutes and nomination notices to the International Secretary-Treasurer of the Union.

(11) Be responsible for distributing a list of Master Executive Council committees' flight pay loss to the Master Executive Council and the International Office each month; this list will include, but not be limited to, hours and ID(s) missed, days on projects, and projects charged.

(12) Be granted the privilege of the floor at all Master Executive Council and Board of Directors meetings, but shall have no vote if not also a Local Council President.

3. Vacancies in Office of Master Executive Council

a. The Vice President shall become Acting President of the Master Executive Council when the office of President is vacant.

b. When the office of President becomes vacant for any reason, the Acting President shall call a meeting of the Master Executive Council within sixty (60) days for the purpose of electing a new President.

c. When the office of Vice President is vacant for any reason, the Secretary-Treasurer shall become Acting Vice President. The vacant office of Vice President shall be filled by election at the next meeting.

d. When the office of Secretary-Treasurer is vacant for any reason, the office will be filled by election at the next meeting.

e. If the offices of President and Vice President become vacant simultaneously for any reason, the Secretary-Treasurer shall become Acting President and shall call a special meeting within ten (10) days for the election of such Officers under Section D. of this Article.

f. In the event simultaneous vacancies in all Master Executive Council offices occur, a temporary President shall be appointed by the International Secretary-Treasurer of the Union. The International President of the Union, in accordance with Section D.2. of this Article, shall immediately call a Master Executive Council meeting for the purpose of election of Officers.

g. In the event there is no President or Acting President, the International Secretary-Treasurer of the Union shall, within thirty (30) days, appoint a Temporary President who shall serve until a President is elected.

h. Temporary Master Executive Council Officers shall have all the jurisdiction and duties provided in Section C.2. of this Article.

i. Vacancies in office on a single Council airline shall be filled in accordance with Article III.C.5., except that if there are no elected Officers, Article III.A.4. shall be followed.

4. Term of Office

a. The regular term of office of the Master Executive Council Officers shall be three (3)years from the date elected.

b. In the event a Master Executive Council Officer is elected as a result of a vacancy in office such term shall run until the next regular scheduled election.

c. Notification of elections shall be forwarded to the International Office after each election or filling of a vacancy on each Master Executive Council.

5. Bonding

A Master Executive Council, in its judgement, or the International President, may cause its President or whoever may be entrusted with the Master Executive Council funds to be bonded. The President, in any event, shall be held accountable for such funds.

6. Compensation

There shall be no salary in connection with any office of a Master Executive Council. Master Executive Council operating expenses shall be paid by the Union.

D. Master Executive Council Meetings

1. Regular Meetings

a. A Master Executive Council shall hold at least two (2) meetings a year. It is suggested that these meetings be held within forty-five (45) days following January 1 and July 1 of each year and that one (1) of these meetings shall be held at the International Office.

b. Written notice of all regular Master Executive Council meetings shall be sent to each Master Executive Council member at least fifteen (15) days before the date established by the Master Executive Council President. Such notice shall list the time, place and proposed agenda for that meeting, and copies of such notice shall be forwarded to the International Office.

c. Agenda items submitted by Master Executive Council members shall be in writing and shall become part of the published notice of the meeting if received by the President prior to issuance of such notice.

d. The President or Acting President will endeavor to comply with Subparagraph c. above, but may submit any agenda item at any time prior to the close of the meeting.

e. A majority vote of the MEC via teleconference, fax or email may cancel a regularly scheduled meeting but no less than 72 hours before the meeting date.

2. Special Meetings

a. A special meeting of the Master Executive Council may be called at any time by the President or the International President.

b. Whenever thirty percent (30%) of the members of the Master Executive Council petition the President or the International President, a special meeting shall be called. Such petition for a special meeting shall list the time, place and items to be discussed at the desired meeting.

c. The International President and all members of the Master Executive Council shall be notified in writing at least twenty-four (24) hours in advance of such special meeting, and the notice shall set forth the agenda for the meeting. Special meetings called for the purpose of electing Master Executive Council Officers shall require ten (10) days prior written notice to the Master Executive Council.

d. 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-fours (3/4) majority approval to consider such business.

e. All meetings of the Master Executive Council shall be open meetings unless declared closed by the Master Executive Council.

f. A special meeting called in accordance with Article VII.D.2. may be canceled in the same manner in which the meeting was called, i.e., if the International President calls a special MEC meeting, only the International President can cancel that meeting.
　

3. Teleconference Meetings

Meetings of the MEC and its committees may be held by telephone and other electronic means provided all members participating can hear and speak with each other simultaneously. Teleconference meetings are not subject to requirements to be open to all active members. However meeting records and minutes shall be maintained and distributed in accordance with Article VII.D.8.

4. Attendance and Quorum

a. At any duly called meeting of the Master Executive Council, each Local Council on the airline shall be represented by its President.

b. At any meeting of a Master Executive Council, a majority of its members shall constitute a quorum for the transaction of business, and when a quorum is not present, a lesser number of its members may adjourn the meeting to a future time.

c. All Master Executive Council meetings are open to all active members of the Union and invited guests; provided, however, that a Master Executive Council may declare any session to be a closed session and exclude any or all persons who are not duly accredited members of the Master Executive Council.

5. Voting

a. A majority vote shall be required for election of Officers, System Board members, and elected Master Executive Council committees with each member of the Master Executive Council having one (1) vote.

b. All issues submitted to the Master Executive Council at any meeting shall be decided by a majority vote, with each member in attendance having one (1) vote. On issues other than election of Officers, System Board members and elected Master Executive Council committees, a request may be made by any member of the Master Executive Council for a roll call vote. Each member of the Master Executive Council in attendance shall have one (1) vote for each member in good standing s/he represents. For the purpose of roll call voting, the International Secretary-Treasurer of the Union, upon request by the Master Executive Council President, shall provide a current report of the number of active members in good standing represented by each Master Executive Council member.

c. A Master Executive Council President who is not also a Local Council President shall vote only in the event of a tie.

6. Representation at Master Executive Council Meetings

If, for any reason, the Local Council President is unable to attend a Master Executive Council meeting, the Vice President shall represent the Local Council at the Master Executive Council meeting. In a case where both the President and Vice President are unable to attend, the Secretary shall represent the Local Council. If none of the Local Council Officers are able to attend, the Officer(s) of the Local Council shall appoint, in writing, a Council Representative to represent the Local Council. In the event Council Representatives are unable to attend, the Local Council Officers shall appoint in writing an active member in good standing from the Council. The Council Representative or a member in good standing will have all the rights and privileges of the original representative for the duration of the meeting, except in regular elections for Master Executive Council Officers only elected Local Council Officers may vote. If it can be determined that a Local Council President or her/his designee cannot be in attendance for the commencement of a Master Executive Council meeting and a replacement representative from the Local Council may not be able to arrive in sufficient time to commence a meeting, the original representative may designate, in writing, another member of the Master Executive Council to act as that member’s representative, who would have all the rights and privileges of the original representative. (Board 2009)

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 President that she/he is unable to remain in attendance, the member may designate either another member of the Master Executive Council or another officer of the Local Executive Council to act fully on that member's behalf as that member's proxy. Any such proxy shall be in writing. A proxy may not be transferred when a proxyholder finds it necessary to depart a meeting. Should the original representative return to the meeting, she/he resumes all of the rights and privileges and the transference of the proxy becomes null and void.

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 International Office within thirty (30) days, and distribution made as the Master Executive Council directs.

E. Single Council Airline

1. In the case of an airline with only one (1) Council, the Local Council President shall also be Master Executive Council President, provided that where a multiple Council airline reduces to a single Council/domicile airline, the President of the remaining Local Council shall, if not already so, assume the office of Master Executive Council President and is charged with immediately initiating the election of Local Council Officers under the processes of Article VIII.C. These Officers will complete the unexpired portion of the normal term of office of the remaining Local Council. In the event that there is less than six (6) months remaining of the normal term of office of the remaining Local Council, the successful candidates elected to said office will be appointed to complete the unexpired terms of office and will then fill the regular terms of office to which they have been elected. The date used for determining the length of the unexpired term of office of the remaining Local Council will be the date of closure of the other domicile(s).

2. In the case of an airline with only one (1) Council which expands to a multiple Council airline, the Local Council President of the initial Council shall continue in office as Master Executive Council President and shall be charged with calling a meeting of the Master Executive Council at such time as Officers have been elected on the new Council(s); said meeting to be called without undue delay for the purpose of electing Master Executive Council Officers under the provisions of Sections C.4. and E.1. of this Article.

F. Establishment of a New Master Executive Council

For the purpose of initial Representation, Local Council Officers established in accordance with Article III.A.3. shall form the Temporary Master Executive Council. The International Secretary-Treasurer of the Union shall cause the Temporary Master Executive Council to be convened for the purpose of electing its President, Vice President and Secretary-Treasurer to serve until the election of Local Council Officers has been accomplished in accordance with Article VIII.C.1. and 2., at which time the Temporary Master Executive Council President shall promptly convene the Master Executive Council for the purpose of electing the Master Executive Council President, Vice President and Secretary-Treasurer in accordance with Section C. 1. of this Article.

G. Transitional Master Executive Councils

1. On an airline having two (2) or more Councils, the Transitional Local Council shall be members of the Transitional Master Executive Council.

2. Each Transitional Master Executive Council shall have the following Officers: President and Secretary-Treasurer, to be elected by the members of the Master Executive Council in accordance with procedures of the AFA-CWA Constitution and Bylaws. The term of office shall commence upon election and shall terminate upon the election of regular Master Executive Council Officers, or three (3) years, whichever occurs first. Vacancies in office shall be filled in accordance with Article VII.C.3., except that there shall be no Vice President position. A Transitional Master Executive Council President and Secretary-Treasurer shall have all the rights and privileges of an Officer of the Union as authorized by the AFA-CWA Constitution and Bylaws.

3. Election of regular Master Executive Council Officers shall take place within thirty (30) days of the certification of election results at all Local Councils.

4. Meetings of the Transitional Master Executive Council and its jurisdiction and duties as well as those of its Officers shall be in accordance with Article VII., except that Transitional Master Executive Council Committees shall be those necessary for member communications and support.

H. Affiliate Master Executive Councils

An Affiliate Master Executive Council (Affiliate MEC) will be established with all the Jurisdiction and Duties of a Master Executive Council with the exception of those specified in Article VII.B.1.k. and l.

1. On an airline having two or more Local Affiliate Councils, the LAC Presidents shall be members of the Affiliate MEC.

2. Each Affiliate MEC shall have the following officers: President and Secretary-Treasurer, to be elected by the members of the Affiliate MEC in accordance with the procedures of the AFA-CWA Constitution and Bylaws. The term of office shall commence upon election of the Affiliate MEC Officers and shall terminate upon the election of Transitional Master Executive Councils, or three (3) years from the date of the Affiliate MEC Officer election, whichever occurs first. Vacancies in office shall be filled in accordance with Article VII.C.3., except that there shall be no Vice President position. An Affiliate MEC President and Secretary-Treasurer shall have all the rights and privileges of an Officer of the Union as authorized by the AFA-CWA Constitution and Bylaws, except for the right to hold International office.

3. Election of regular Affiliate MEC Officers shall take place within thirty (30) days of the certification of election results at all LACs.

4. Meetings of the Affiliate MEC and its Jurisdiction and Duties as well as those of its Officers shall be in accordance with Article VII, except that Affiliate MEC Committees shall be those necessary for organizing, member communications, and support.