1 

IN THE UNITED STATES DISTRICT 

COURT FOR THE NORTHERN DISTRICT

OF TEXAS FORT WORTH DIVISION

ROBERT (BOB) ROSS, 

Plaintiff/Counterclaim

Defendant,

v.

ASSOCIATION OF PROFESSIONAL 

FLIGHT ATTENDANTS, et al., 

Defendants/Counterclaim

Plaintiff.

§

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

Civil Action No. 4:22-cv-343-Y 

Judge Terry R. Means

(Relates to Motion Referred to 

Magistrate Judge Cureton) 

APPENDIX IN SUPPORT OF PLAINTIFF’S REPLY TO RESPONSE OF MOTION TO 

COMPEL DEFENDANT, DIVERSIFIED CREDIT’S PRODUCTION OF DOCUMENTS

AND BRIEF IN SUPPORT

Plaintiff Robert “Bob” Ross, pursuant to Local Rules 7.1(i) and § C of this Court’s Case 

Management Requirements, submits this appendix of supporting documents and of nonpublished cases cited in, and in support of “PLAINTIFF’S REPLY TO RESPONSE OF 

MOTION TO COMPEL DEFENDANT, DIVERSIFIED CREDIT’S PRODUCTION OF 

DOCUMENTS AND BRIEF IN SUPPORT:”

Item Description Pgs.

1 Supporting Documents Referenced in Brief 1-70

Case 4:22-cv-00343-Y Document 179 Filed 12/08/23 Page 1 of 74 PageID 3599
2 

Respectfully submitted,

K.D. PHILLIPS LAW FIRM, PLLC

By: /s/ Kerri Phillips

Kerri Phillips

Texas Bar No. 24065906 

Phone: (972) 327-5800 

Email: kerri@KDphillipslaw.com

6010 W. Spring Creek Parkway

Plano, Texas 75024

Fax: (940) 400-0089 

For Service of Filings: 

notice@KDphillipslaw.com

ATTORNEY FOR PLAINTIFF

 CERTIFICATE OF SERVICE

I certify that the true and correct copy of this document was sent to all counsel of record, 

hereunder listed via ECF Filing on this the 8th day of December 2023. 

/s/ Kerri Phillips 

Kerri Phillips, Esq.

Jeffrey Bartos

Guerrieri, Bartos, & Roma, P.C. 

1900 M Street, NW, Suite 700

Washington, DC 20036

Tel: (202) 624-7400; Fax: (202) 624-7420 

Email: jbartos@geclaw.com

Charlette Matts

In-House Counsel for APFA

1004 West Euless Blvd

Euless, TX 76040

Tel: (682) 301-8454 

Cmatts@apfa.org

Case 4:22-cv-00343-Y Document 179 Filed 12/08/23 Page 2 of 74 PageID 3600
3 

James Sanford

4803 Gaston Avenue

Dallas, TX 75249-1020 

Tel: (214) 800-5111; Fax: (214) 838-

0001 

Email jim@gillespiesanford.com

Email: joe@gillespiesanford.com

Michael Rake

PO Box 1556 

Lake Dallas, TX 75065-1556 

Tel: (940) 498-2103 Fax: (940) 498-2103 

Email: mrake1@mrakeattorney.com

Case 4:22-cv-00343-Y Document 179 Filed 12/08/23 Page 3 of 74 PageID 3601
THE

Constitution

OF THE

Association

O F

Professional

Flight 

Attendants

Asamended by theAPFA Membership

June 18, 2014

APPENDIX 1

-00343-Y Document 179 Filed 12/08/23 Page 4 of 74 
APPENDIX 2

-00343-Y Document 179 Filed 12/08/23 Page 5 of 74 
Ratified by the

APFA Membership on

January 3, 1980 

Amended by the

APFA Membership on

February 23, 1981 

July 21, 1982

October 30, 1985

April 3, 1989

September 11, 1991

October 24, 1994

June 13, 1995

January 7, 2010

APPENDIX 3

-00343-Y Document 179 Filed 12/08/23 Page 6 of 74 
APPENDIX 4

-00343-Y Document 179 Filed 12/08/23 Page 7 of 74 
TABLE OF CONTENTS i 

APFA CONSTITUTION

TABLE OF CONTENTS

ARTICLE I GENERAL ....................................................... 1

SECTION 1 NAME ............................................................... 1

SECTION 2 OBJECTIVES OF THE APFA ............................... 1

SECTION 3 INSIGNIA .......................................................... 2

SECTION 4 OFFICE LOCATIONS .......................................... 2

SECTION 5 DURATION ....................................................... 2

SECTION 6 PARLIAMENTARY LAW ...................................... 2

SECTION 7 DEFINITIONS .................................................... 3

SECTION 8 REQUIREMENTS ................................................ 5

ARTICLE II MEMBERSHIP ................................................. 6

SECTION 1 ELIGIBILITY FOR MEMBERSHIP .......................... 6

SECTION 2 OBLIGATIONS OF MEMBERS .............................. 6

SECTION 3 BILL OF RIGHTS OF MEMBERS ........................... 6

SECTION 4 CLASSIFICATION OF MEMBERSHIP – ACTIVE ...... 6

SECTION 5 CLASSIFICATION OF MEMBERSHIP – INACTIVE ... 8

SECTION 6 MEMBERSHIP CREDENTIALS .............................. 8

ARTICLE III GOVERNMENT OF THE APFA .......................... 9

SECTION 1 THE APFA CONSTITUTION .............................. 9

SECTION 2 GOVERNING BODIES AND POLICIES ................... 9

SECTION 3 BOARD OF DIRECTORS ................................... 10

SECTION 4 EXECUTIVE COMMITTEE ................................. 14

SECTION 5 TELECONFERENCE MEETINGS.......................... 18

SECTION 6 OFFICERS ....................................................... 20

SECTION 7 BASE COUNCILS / BASE REPRESENTATIVES ..... 24

SECTION 8 OAL OPERATION ADVISORY PANEL ............... 26

ARTICLE IV FINANCES .................................................... 28

SECTION 1 DUES AND ASSESSMENTS ................................ 28

SECTION 2 INITIATION FEE .............................................. 29

SECTION 3 DELINQUENT DUES, ASSESSMENTS OR

INITIATION FEE(S) .......................................... 29

SECTION 4 FINANCIAL PROCEDURES ................................ 29

SECTION 5 BONDING ....................................................... 31

SECTION 6 SAVINGS / RESERVES ...................................... 31

SECTION 7 RETENTION OF RECORDS ............................... 31

ARTICLE V EXPENSES AND SALARIES ............................. 32

SECTION 1 EXPENSES ....................................................... 32

SECTION 2 COMPENSATION FOR NATIONAL OFFICERS

AND DIVISION REPRESENTATIVES ................... 32

SECTION 3 OTHER COMPENSATION ................................. 32

ARTICLE VI NOMINATIONS AND ELECTIONS ...................... 33

SECTION 1 NOMINATIONS ................................................ 33

SECTION 2 WILLINGNESS TO SERVE ................................. 33

SECTION 3 TERMS OF OFFICE .......................................... 34

SECTION 4 ELIGIBILITY TO VOTE ..................................... 34

SECTION 5 BALLOTING .................................................... 34

APPENDIX 5

-00343-Y Document 179 Filed 12/08/23 Page 8 of 74 
ii TABLE OF CONTENTS

SECTION 6 ELECTION CONTEST FOR OFFICE ................... 36

SECTION 7 VACANCY IN OFFICE, NATIONAL OFFICERS .... 37

SECTION 8 VACANCY IN OFFICE, BASE

REPRESENTATIVES .......................................... 38

ARTICLE VII HEARINGS AND DISCIPLINARY 

PROCEDURES ............................................... 41

SECTION 1 GROUNDS FOR CHARGES ............................... 41

SECTION 2 FILING OF CHARGES ....................................... 41

SECTION 3 REVIEW OF CHARGES ...................................... 42

SECTION 4 SUSPENSION FROM OFFICE ............................. 43

SECTION 5 APPOINTMENT OF THE ARTICLE VII

ARBITRATOR .................................................. 44

SECTION 6 JURISDICTION AND AUTHORITY OF

THE ARTICLE VII ARBITRATOR ....................... 44

SECTION 7 COSTS ........................................................... 45

SECTION 8 INTERNAL REMEDIES ...................................... 46

ARTICLE VIII REMOVAL OF OFFICERS AND

REPRESENTATIVES ....................................... 47

SECTION 1 REMOVAL OF NATIONAL OFFICERS ................ 47

SECTION 2 REMOVAL OF A BASE REPRESENTATIVE .......... 47

SECTION 3 REMOVAL OF AN ELECTED MEMBER OF A

NEGOTIATING COMMITTEE ............................ 48

SECTION 4 REMOVAL PETITION ....................................... 48

SECTION 5 RETENTION OF RECORDS ............................... 49

SECTION 6 APPEAL .......................................................... 49

ARTICLE IX ADMINISTRATIVE AND COMMITTEE

POSITIONS .................................................... 50

SECTION 1 ELIGIBILITY .................................................... 50

SECTION 2 NOMINATION AND APPROVAL PROCEDURE .... 50

SECTION 3 DURATION OF APPOINTMENT ........................ 51

SECTION 4 DIVISION REPRESENTATIVES ........................... 52

SECTION 5 NATIONAL COORDINATORS ........................... 52

SECTION 6 NATIONAL BALLOTING COMMITTEE (NBC) .... 53

SECTION 7 BUDGET COMMITTEE ..................................... 53

SECTION 8 OTHER APPOINTMENTS .................................. 53

SECTION 9 VACANCY ....................................................... 54

SECTION 10REMOVAL ....................................................... 54

ARTICLE X NEGOTIATING COMMITTEES ........................... 55

SECTION 1 ELIGIBILITY .................................................... 55

SECTION 2 DEFINITION AND DUTIES ................................ 55

SECTION 3 TERMS ........................................................... 55

SECTION 4 CHAIR OF THE NEGOTIATING COMMITTEE ..... 56

SECTION 5 COMPOSITION OF NEGOTIATING

COMMITTEES ................................................. 56

SECTION 6 VACANCY ....................................................... 57

SECTION 7 REMOVAL ....................................................... 57

ARTICLE XI CONTRACT RATIFICATION AND

STRIKE PROCEDURES ................................... 58

SECTION 1 RATIFICATION PROCESS ................................. 58

SECTION 2 STRIKE PROCEDURES ...................................... 59

APPENDIX 6

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TABLE OF CONTENTS iii

ARTICLE XII AFFILIATIONS, MERGERS,

FEDERATIONS OR CHARTERS ........................ 60

SECTION 1 ...................................................................... 60

SECTION 2 ...................................................................... 60

SECTION 3 ...................................................................... 60

ARTICLE XIII SAVINGS CLAUSE ......................................... 61

SECTION 1 ...................................................................... 61

SECTION 2 ...................................................................... 61

APPENDIX 7

00343-Y Document 179 Filed 12/08/23 Page 10 of 74 
APPENDIX 8

00343-Y Document 179 Filed 12/08/23 Page 11 of 74 
APPENDIX 9

00343-Y Document 179 Filed 12/08/23 Page 12 of 74 
APPENDIX 10

00343-Y Document 179 Filed 12/08/23 Page 13 of 74 
ARTICLE I ─ GENERAL 1 

ARTICLE I

G ENERAL

Section 1. NAME:

The name of the organization shall be the Association of 

Professional Flight Attendants. Whenever the acronym 

“APFA” is used, it shall refer to and mean the Association of 

Professional Flight Attendants. Whenever the words “union” 

or “association” are used in this Constitution, they shall refer 

to and mean the Association of Professional Flight 

Attendants.

Section 2. OBJECTIVES OF THE APFA:

A. To operate a non-profit employee-representing

association.

B. To protect the individual and collective rights of the

members of the APFA and to promote their professional

interest and image.

C. To establish and to exercise the right of collective

bargaining for the purpose of making and maintaining

employment agreements covering rates of pay, rules and

working conditions for the members of the APFA.

D. To promptly settle disputes and grievances which may

arise between members and their employer.

E. To determine and negotiate, and continue to seek to

improve rates of pay, rules and working conditions, and

to maintain uniform principles of seniority and the

perpetuation thereof.

F. To sponsor and support passage of legislation and

appropriate regulations which may be beneficial to the

Flight Attendant profession.

G. To sponsor and support regular training and continuing

education programs to enhance the professional skills of

officers and representatives of the APFA.

H. To disseminate information to enhance the professional

status of the membership.

I. To levy dues and assessments upon the membership

with which to provide the funds necessary to carry on the

business and objectives of the APFA provided however,

that increases in dues and the levying of assessments

shall be made only in accordance with this Constitution

and applicable Federal law.

J. To purchase, hold, acquire, lease, mortgage and convey

real estate and personal property of every kind, nature

and description, in any state, the District of Columbia,

any territory or possession of the United States and any

country for the convenient conduct and execution of the

APPENDIX 11

00343-Y Document 179 Filed 12/08/23 Page 14 of 74 
2 ARTICLE I ─ GENERAL

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, with the approval of the 

Executive Committee, subject to approval by the Board 

of Directors.

K. To do any and all other acts consistent with and in

furtherance of the objectives and purposes herein.

Section 3. INSIGNIA:

The official insignia of the APFA shall be:

Section 4. OFFICE LOCATIONS:

The location(s) of the office(s) and headquarters of the 

APFA shall be determined by the Board of Directors and 

shall only be changed by a two-thirds (2/3) majority of the 

Voting Board of Directors.

Section 5. DURATION:

The duration of the APFA shall be perpetual, or until it is 

dissolved as provided for in this Constitution. In the event of 

dissolution of the APFA, the National Officers of the 

Association shall act as agents for the membership and 

shall dispose of all of the physical assets of the APFA upon 

directive from the Board of Directors consistent with Federal 

and State law. All of the liquid assets shall be prorated to 

the membership on record in good standing of the APFA at 

the time of such dissolution in proportion to the monies 

being paid by such members, less any indebtedness; 

provided that any amounts that may be paid to the APFA for 

insurance or other benefits shall be dealt with separately 

and prorated only to those members who contributed to 

such funds and in proportion to their individual contributions.

Section 6. PARLIAMENTARY LAW:

All questions on parliamentary law and rules of order shall 

be decided according to the principles set forth in the most 

current published edition of Robert's Rules of Order, 

revised, except for those which are expressly modified by 

this Constitution.

APPENDIX 12

00343-Y Document 179 Filed 12/08/23 Page 15 of 74 
ARTICLE I ─ GENERAL 3 

Section 7. DEFINITIONS:

As used in this Constitution, the following words or terms 

shall mean:

A. "Annual Convention" or "Special Convention" means

a meeting of the APFA Board of Directors wherein the

elected Delegates are empowered to elect and/or

remove Ad Hoc Members of the Executive Committee.

B. "Base" means one or more airports or co-terminals

located within a commonly recognized metropolitan area

to which APFA members have been assigned by their

employer(s) for administrative purposes and to which

members' flying assignments have been allocated.

(1) A base may include a military operation, a charter

operation, and/or a satellite for representational

purposes.

(2) A base may also include one or more "Other Airline

(OAL) Operation(s)" for representational purposes.

An OAL Operation shall be assigned to a base(s) by

action of the Executive Committee, subject to

approval by the Board of Directors.

C. "Delegate" means a Base President who has been

elected by secret ballot by the membership of a base, or

who has been duly elected by virtue of running

unopposed, as a representative to the Annual or Special

Conventions for the specific purpose of electing and/or

removing Ad Hoc Members of the Executive Committee;

or a Vice President who has been elected by secret

ballot by the membership of a base, or who has been

duly elected by virtue of running unopposed, to serve as

such a representative in the absence of the Base

President.

D. "Duly Designated Member" means an active member

in good standing of the APFA at a meeting or session of

the Board of Directors for the purpose of representing for

that meeting or session, or for part of that meeting or

session, one of the regular Voting Board Members.

E. "Duty" means an obligation of performance, care or

observance which rests upon a person in any position or

fiduciary capacity with or as a member of the APFA.

F. "Insignia" means the official emblem of the APFA.

G. "Majority of the Voting Board of Directors" means fifty

percent (50%) plus one (1) of the total "Voting Board of

Directors" as defined in Article III, Section 3,B,(2) of this

Constitution.

H. "May" or "Should" means a discretionary or permissive

act or directive.

APPENDIX 13

00343-Y Document 179 Filed 12/08/23 Page 16 of 74 
4 ARTICLE I ─ GENERAL

I. "Meeting" means an assembly of APFA members or

officers or representatives for a common purpose. A

meeting may consist of one or more sessions.

J. "Must" or "Shall" or "Will" means a word of command

which always has a compulsory meaning denoting

obligation; imperative and mandatory.

K. "Operation" means a type of flying shared by members

of the APFA. This Constitution provides for and the

APFA Board of Directors shall recognize the following

types of “operations”:

(1) "American Airlines (AAL) Operation" means an

operation where APFA members are covered by a

Collective Bargaining Agreement negotiated by the

APFA on behalf of Flight Attendants employed by

American Airlines (AAL).

(2) "Other Airline (OAL) Operation" means an

operation wherein flying is performed by a subsidiary

or affiliated airline owned and/or operated by

American Airlines Group, and/or flying is performed

for or on behalf of American Airlines or American

Airlines Group by an independently-owned airline.

The Flight Attendant employees of an OAL

Operation may be represented by the APFA, but are

not covered by a Collective Bargaining Agreement

negotiated by the APFA on behalf of Flight

Attendants employed by AAL.

L. "Petition" means a written document stating a purpose

and carrying the printed names, bases, employee

numbers and the corresponding signatures of members

in good standing of the APFA.

M. "Privilege" means a benefit or advantage enjoyed by a

person in any position or fiduciary capacity with or as a

member of the APFA.

N. "Proxy" means a written authorization from one member

of the Board of Directors to another, or from one member

of the Executive Committee to another, for the purpose

of exercising a vote at any meeting.

O. "Responsibility" means an obligation to answer for a

duty to act or a failure to act by a person in any position

or fiduciary capacity with or as a member of the APFA.

P. "Resume" means a summary of a member's

achievements or qualifications offered in support of such

member's request to be considered for appointment to a

position with the APFA.

Q. "Rights" means those powers and/or privileges inherent

to a person in any position or fiduciary capacity with or

as a member of the APFA.

APPENDIX 14

00343-Y Document 179 Filed 12/08/23 Page 17 of 74 
ARTICLE I ─ GENERAL 5 

R. "Satellite" means a location where an airport or coterminals serve a city outside of, or distanced from, any

commonly recognized metropolitan area that is served

by an APFA base as defined by this Constitution. For

representational purposes, a satellite shall be considered

part of a base as determined by the Board of Directors.

S. "Session" means a period of time within any one day

during which APFA members are assembled and

engaged in the transaction of the business of the APFA.

T. "Subject to" means that a decision is effective when

made and will be deemed approved unless and until

reversed by the designated body.

U. "Vacancy in the office" or "Vacancy in the position"

means the death, resignation, removal or incapacitation

of an officer or representative that renders him/her

unable to perform the duties of the office or the position.

V. "Willingness to Serve (WTS)" means written

notification that a member uses for self-nomination for

any elected position or to nominate another member for

any elected position.

Section 8. REQUIREMENTS:

A. In order to be elected or appointed to any office or any

position with the APFA, any member must be an active

member in good standing as defined in Article II,

Sections 4,A and 4,B of this Constitution.

B. All APFA officers and representatives shall be required

to remain active members in good standing.

C. All APFA officers and representatives shall enforce this

Constitution and Collective Bargaining Agreement(s)

negotiated by the APFA.

D. All APFA officers and representatives shall carry out the

resolutions and/or policy decisions as set forth and

established by the Board of Directors.

E. All APFA officers and representatives shall be required

to attend and participate in training and continuing

education programs to improve the quality of

representation for the members of the APFA.

APPENDIX 15

00343-Y Document 179 Filed 12/08/23 Page 18 of 74 
6 ARTICLE II ─ MEMBERSHIP

ARTICLE I I

M EMBERSHIP

Section 1. ELIGIBILITY FOR MEMBERSHIP:

A. Any person in the craft and class of Flight Attendant at

an airline at which the APFA is the recognized

Bargaining Agent for the Flight Attendant employee

group at that airline shall be eligible to join and maintain

membership in the APFA as hereinafter provided.

B. A Flight Attendant who accepts a paid position with the

employer outside the craft and class of Flight Attendant

shall no longer be eligible for membership in the APFA. If

the person returns to the position of Flight Attendant, he

or she shall be eligible to rejoin the union, upon payment

of APFA’s re-initiation fee.

Section 2. OBLIGATIONS OF MEMBERS:

Members of the Association do accept and agree to abide 

by this Constitution of the APFA as it is in force or as it may 

be altered, added to, deleted from or amended in 

accordance with the provisions of this Constitution. 

Ignorance of this Constitution will not be considered a 

proper excuse for any violation of the provisions contained 

herein. Inherent in the rights, privileges, duties and 

responsibilities of membership in the APFA is the obligation 

to responsibly exercise these rights, privileges, duties and 

responsibilities.

Section 3. BILL OF RIGHTS OF MEMBERS:

A. All members of the APFA shall have the right of free

speech, freedom of assembly and freedom to dissent.

B. All members of the APFA shall have access to all

administrative and financial reports and records except

as provided in Section 5.B(1) of this Article II.

C. All members of the APFA shall have the right to

individual privacy.

D. All members of the APFA shall have the right to due

process and equal representation.

E. All members of the APFA shall have full equality of rights

and shall not be discriminated against because of

national origin, race, religion, creed, age, disability, sex,

sexual orientation or gender identity.

Section 4. CLASSIFICATION OF MEMBERSHIP:

– ACTIVE:

APPENDIX 16

00343-Y Document 179 Filed 12/08/23 Page 19 of 74 
ARTICLE II ─ MEMBERSHIP 7 

A. An Active Member is a Flight Attendant who has a dues

obligation to the APFA in accordance with this

Constitution, except as provided herein.

B. Membership Status-- Good Standing

(1) The rights and privileges of a member in good

standing shall include, but not be limited to:

a. attending union meetings;

b. voting on all matters brought before the

membership;

c. voting in elections for officers or base

representatives of the APFA; and

d. running for an elected position, or holding an

elected or appointed position with the APFA.

(2) A member, regardless of flight status, shall be

considered in good standing and shall maintain all

rights and privileges of the APFA so long as financial

obligations are met pursuant to this Article II and

Article IV of this Constitution.

(3) Subject to Section 4.B(4), below, and beginning on

the effective date of this provision, a member in good

standing will remain in good standing and will be

exempt from his / her dues obligation to the APFA

when the member is in an unpaid status from his /

her employer in excess of thirty (30) consecutive

days by:

a. termination by the employer and the member is

seeking reinstatement as provided for in the

applicable Collective Bargaining Agreement or

through an administrative or judicial proceeding;

b. suspension/withhold by the employer and the

member is seeking reinstatement;

c. unpaid sick status;

d. unpaid Injury on Duty (IOD);

e. hardship as approved by the Executive

Committee or by the Board of Directors;

f. approved military leave of absence; and/or

g. furlough by the employer.

(4) If a member is exempt from his / her dues obligation

under Section 4.B(3), above, in order to exercise any

of the rights, privileges, duties and responsibilities of

members in good standing while in unpaid status, in

addition to any other dues owing he / she must pay

the dues that otherwise would have accrued during

the unpaid status, with no dues in arrears for more

than sixty (60) days.

(5) Once a member who is exempt from his / her dues

obligation under Section 4.B(3) returns to a duesAPPENDIX 17

00343-Y Document 179 Filed 12/08/23 Page 20 of 74 
8 ARTICLE II ─ MEMBERSHIP

obligated status, no dues shall be owed for the duesexempt period.

C. Membership Status -- Bad Standing: A member in good

standing shall lose the rights, privileges, duties and

responsibilities of good standing membership status and

shall be considered in bad standing:

(1) should his/her dues obligation be in arrears for more

than sixty (60) days; and/or

(2) after a final and binding determination by the Article

VII Arbitrator pursuant to the procedures of Article VII

of this Constitution, whereby the member's status

has been changed to bad standing.

Section 5. CLASSIFICATION OF MEMBERSHIP:

– INACTIVE:

A. An Inactive Member is a person who has no dues

obligation to the APFA in accordance with this

Constitution, by virtue of the following:

(1) Retired Members: Those members who are retired

from a position as a Flight Attendant with an airline

represented by the APFA, and who were members in

good standing at the time of their retirement.

(2) Honorary Members: Those members upon whom

Honorary Membership has been conferred by the

Board of Directors.

B. Inactive members shall have the right to attend

Association meetings and participate in Association

activities except as provided in (1) and (2) below:

(1) Inactive members shall not have the right to vote in

any Association balloting, be appointed to any

Association position, run for any Association office,

or inspect the APFA records.

(2) Honorary members may be restricted from

participation in Association sponsored programs

where specific requirements prohibit such

participation.

Section 6. MEMBERSHIP CREDENTIALS:

A membership card and pin shall be available to every 

member. The card shall contain space for the name of the 

member; shall carry the signature of an officer or officers; 

and shall bear the official insignia of the APFA.

APPENDIX 18

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ARTICLE III ─ GOVERNMENT OF THE APFA 9 

ARTICLE I I I 

G OVERNMENT OF THE APFA

Section 1. THE APFA CONSTITUTION:

This Constitution shall be the supreme law of the APFA.

A. This Constitution may be recommended to the

membership for alteration, addition, deletion or

amendment by:

(1) a two-thirds (2/3) majority of the Voting Board of

Directors, or

(2) a petition(s) submitted in accordance with the

provisions of this Constitution carrying signatures

numbering twenty-five percent (25%) or more of

active members in good standing. The office of the

National Treasurer must, within thirty (30) days

following receipt of such petition(s), verify that the

names on the petition(s) are of active members in

good standing and must issue written certification to

the National Balloting Committee (NBC) authorizing

a special balloting of the membership to begin no

later than thirty (30) days following such

certification.

B. An affirmative vote by a majority of those active

members in good standing who return valid ballots shall

be required for the passage of any proposed alteration,

addition, deletion or amendment.

Section 2. GOVERNING BODIES AND POLICIES:

A. The governmental powers of the APFA shall be vested in

the Board of Directors, and the officers and

representatives of the APFA in accordance with the

provisions of this Constitution. The final control of the

APFA shall be vested in the membership.

B. The APFA shall establish an Executive Committee. This

Constitution shall confer and vest in the Executive

Committee the rights, privileges, duties and

responsibilities to act as agent for the Board of Directors

in accordance with the provisions of this Constitution.

C. The APFA shall establish a Policy Manual to incorporate

those policies, procedures, rules and regulations

affecting the governing bodies, officers, representatives

and members of the APFA in accordance with this

Constitution. The Policy Manual shall include but not be

limited to the following: trip removal policy, expense

policy, officer salaries, budget policy, headquarters

policy, and policies governing conventions and meetings

of the Board of Directors and the Executive Committee.

APPENDIX 19

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10 ARTICLE III ─ GOVERNMENT OF THE APFA

Section 3. BOARD OF DIRECTORS:

A. The Board of Directors is authorized and empowered to

take any and all lawful action consistent with this

Constitution to safeguard and protect the APFA, and the

rights, privileges, duties and responsibilities of the

officers, representatives and members of the APFA. The

Board of Directors is authorized to interpret this

Constitution and to establish, prescribe and adopt such

other policies which may be consistent with this

Constitution as required for the direction and

management of the affairs of the APFA.

B. Organization

(1) The Board of Directors shall consist of the National

President, National Vice President, National

Secretary, National Treasurer, and each Base

President.

(2) The Voting Board of Directors shall consist of each

Base President.

a. The National President, National Vice President,

National Secretary and National Treasurer shall

have a voice but no vote at a Board of Directors

meeting, except that:

b. when all voting members are present, and when

a vote on an issue by the voting members results

in a tie, with no abstentions, the National

President must cast the deciding vote.

(3) The Delegate(s) shall be those Base Presidents (or

in their absence, the Vice Presidents) who have

been elected by the membership of their bases, or

duly elected by virtue of running unopposed, to

serve as delegates to the Annual or Special

Convention(s) with the authority to elect or remove

Ad Hoc Members of the Executive Committee.

C. Annual Training: The Board of Directors shall participate

in an annual training session.

D. Annual Convention: The Board of Directors shall

convene once a year as the Annual Convention of the

APFA on a date and at a location determined by the

National President. The Annual Convention shall be held

no earlier than ninety (90) days and no later than fifteen

(15) days prior to the expiration of the current fiscal year.

E. Special Meetings/Special Conventions: The Board of

Directors may convene for special meetings or special

conventions.

(1) A Special Meeting or a Special Convention may be

called by the National President or by four (4)

members of the Executive Committee, or by a

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majority of the Voting Board of Directors by written 

request to the National Secretary.

(2) The Special Meeting or the Special Convention

must convene no later than fourteen (14) days

following receipt by the National Secretary of such

request.

F. Quorum: In order to conduct the business of the APFA,

including business conducted by Teleconference

Meeting, a quorum or more must be present. A quorum

of the Board of Directors shall consist of two-thirds (2/3)

of the total Board of Directors.

G. Agenda: There shall be no restrictions on business

conducted at any convention or meeting of the Board of

Directors provided however, that no business shall be

acted upon without:

(1) ten (10) days notice of the agenda in writing to the

total Board of Directors prior to such meetings, or

(2) approval by a majority of the Voting Board of

Directors who are present at the meeting.

H. When more than a quorum is present at any convention

or meeting of the Board of Directors, all issues shall be

decided by a majority of the Voting Board of Directors,

except as provided for in this Constitution. In the event

that only a quorum is present, all issues shall be decided

by a two-thirds (2/3) majority vote of the quorum, except

as provided for in this Constitution.

I. At any convention or meeting , except as provided for in

Section J below, each Base President shall be entitled

to:

(1) one (1) vote;

(2) issue his/her proxy in writing to another Board

member, provided:

a. The member must be present at the meeting

before giving a proxy to another member,

b. A proxy shall not be exercised when the member

is present at the table;

c. A proxy shall not be exercised in a secret ballot;

and

d. A proxy shall be valid until the conclusion of the

day's business;

(3) hold one (1) written proxy.

(4) Each Base President may duly designate.

a. In the event that a Base President cannot attend

all or part of a Board meeting, the Vice President

shall attend in his/her absence. Should there be

no Vice President available to fill the seat of the

Base President at the Board meeting, the Base

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President shall first designate from the Base 

Council, then from the base at large.

b. Such designation shall be in writing, signed by

the Base President, and given to the National

Secretary prior to any vote by the designee.

(5) The Vice President or designee shall have the

same powers as the Base President at any

convention or meeting except as provided in J of

this Section 3.

J. Only for the purposes of electing or removing an Ad Hoc

Member of the Executive Committee at the Annual or

Special Convention(s), each Delegate, as defined in

Article I, Section 7,C of this Constitution and Section

3,B,(3) of this Article III, shall be entitled to:

(1) one (1) vote;

(2) issue his/her proxy in writing to another Delegate,

provided that such proxy shall not be exercised

when the Delegate is present at the table;

(3) hold one (1) written proxy; and

(4) in this instance only:

a. the Delegate issuing the proxy need not be

present at the Annual or Special Convention to

issue the proxy; and

b. the proxy may be used only for the secret ballot

vote to elect or remove Ad Hoc Members of the

Executive Committee.

K. Minority Report: Whenever two or more members of the

total Board of Directors do not agree with the opinion of

the majority on any matter, they shall have the right to

submit a written report concerning that matter to the

National Secretary. The National Secretary must then

append that minority report to the minutes of the

appropriate Board of Directors convention or meeting.

L. Jurisdiction and Duties: The Board of Directors shall

have the following rights, privileges, duties and

responsibilities;

(1) set policy for the APFA;

(2) modify the APFA Policy Manual as it deems

appropriate;

(3) approve the annual budget;

(4) set annual goals for the APFA as it deems

appropriate;

(5) assign to each Ad Hoc Member of the Executive

Committee those Presidents with whom s/he shall

maintain regular contact and communication;

(6) determine the number of administrative, committee,

and support positions as may be required under

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Article IX of this Constitution to meet the needs of 

the membership;

(7) nominate and appoint members of the National

Balloting Committee and Budget Committee when

appointments are appropriate;

(8) review the base assignment of any OAL Operation

or satellite and, when necessary alter operation or

satellite assignments;

While not limited to the following, the Board of Directors 

may:

(9) review the dues structure of the Association;

(10) override the Executive Committee rejection of a

proposed Collective Bargaining Agreement;

(11) establish the Regions, and the National Vice

President will assign the Regional Representatives;

(12) establish, combine, delete or change the duties,

responsibilities and specific job descriptions of

administrative, committee and support personnel in

accordance with the provisions of Article IX of this

Constitution for budgetary or policy reasons, taking

into consideration the recommendations of the

National Officers;

(13) direct special mailings to the membership;

(14) recognize the accomplishments and achievements

of members of the APFA;

(15) give annual awards;

(16) confer Honorary membership;

(17) approve hardship dues forgiveness and review

other hardship requests that may be brought before

the Board;

(18) appoint special committees;

(19) appoint or change the Article VII Arbitrator or

Alternate Article VII Arbitrator(s);

(20) approve Article VII administrative changes;

(21) suspend officers or representatives pursuant to

Article VII;

(22) take any and all appropriate action deemed

necessary by the Board and in accordance with this

Constitution to promote the welfare of the members

of the APFA, and this shall include the right to

reverse an action or decision of the Executive

Committee, National Officers or other

representatives, except as provided in this Article

III, Section 4.J.11 or Article VIII, Section 6.B of this

Constitution.

M. The Delegates at the Annual Convention shall nominate

and elect Ad Hoc Members of the Executive Committee

as terms expire or when a vacancy occurs. At the Annual

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or Special Convention(s), Delegates may remove Ad 

Hoc Members and may nominate and elect Ad Hoc 

Members to fill a vacancy for the balance of the 

unexpired term. 

Section 4. EXECUTIVE COMMITTEE:

A. The Executive Committee shall act as the agent for and

on behalf of the Voting Board of Directors, and shall

interpret this Constitution, subject to the approval of the

Board of Directors.

B. Organization: The Executive Committee shall consist of

the National President, National Vice President, National

Secretary, National Treasurer and five (5) Ad Hoc

Members.

C. Quarterly Meetings: The Executive Committee shall

convene for the transaction of business at least once

each quarter on a date and at a location determined by

the National President.

D. Special Meetings: The Executive Committee may

convene for special meetings.

(1) A Special Meeting of the Executive Committee may

be called by the National President or by four (4)

members of the Executive Committee by request to

the National Secretary.

(2) The Special Meeting must convene within seven (7)

days following receipt by the National Secretary of

such request.

E. Quorum: In order to conduct the business of the APFA,

including business conducted by Teleconference

Meeting, a quorum or more must be present. Seven (7)

members of the Executive Committee shall constitute a

quorum.

F. Agenda: There shall be no restrictions on business

conducted at any meeting of the Executive Committee

provided however, that no business shall be acted upon

without:

(1) three (3) days notice of the agenda in writing to the

Executive Committee prior to such meeting, or

(2) approval by a majority of the members of the

Executive Committee who are present at the

meeting.

G. All issues shall be decided by five (5) or more members

of the Executive Committee voting in the affirmative

except as provided for in this Constitution.

H. Each member of the Executive Committee shall be

entitled to:

(1) one (1) vote;

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(2) issue his/her proxy in writing to another member of

the Executive Committee, provided:

a. the member must be present at the meeting

before giving a proxy to another member,

b. a proxy shall not be exercised when the member

is present at the table;

c. a proxy shall not be exercised in a secret ballot;

d. a proxy shall be valid until the conclusion of the

agenda's business;

e. hold one (1) written proxy.

I. A member of the Executive Committee shall not be

entitled to duly designate another person to act for such

member at any meeting of the Executive Committee

except as provided for in Article VII, Section 4.C of this

Constitution.

J. Ad Hoc Members of the Executive Committee:

(1) At least sixty (60) days prior to the Annual

Convention, the National Secretary, via the official

publication of the APFA, shall issue a Willingnessto-Serve (WTS) notification to advise the

membership that the Delegates will elect Ad Hoc

Member(s) of the Executive Committee. A WTS

notification may be returned to the National

Secretary at any time prior to the Annual

Convention for distribution to the Board of Directors.

(2) Prior to the secret ballot election or removal of Ad

Hoc Members at the Annual or Special

Convention(s), the National Secretary shall read the

names of those Base Presidents or Vice Presidents

who have been elected as Delegates to the Annual

or Special Convention(s) as certified by the National

Balloting Committee. The National Secretary shall

record the names of those Delegates present

and/or the names of those Delegates issuing or

holding a proxy, as provided for in Section 3.J of

this Article III. Only those Delegates recorded by

the Secretary may participate in the vote to elect or

remove the Ad Hoc Members at that Convention.

(3) Any member of the Board of Directors may

nominate an individual to serve as an Ad Hoc

Member. In nominating and electing Ad Hoc

Members, the Board shall not be limited to those

individuals nominated by WTS notifications.

(4) Nominations shall be put forward during the first day

of the Annual Convention, and elections shall be the

last agenda item for the Annual Convention. At a

Special Convention, nominations and elections may

take place on the same day. In no event may a

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16 ARTICLE III ─ GOVERNMENT OF THE APFA

Convention adjourn with a vacancy remaining in 

any position of Ad Hoc Member.

(5) Ad Hoc Members shall be elected to serve

staggered three (3) year terms by a two-thirds (2/3)

majority vote of the recorded Delegates by secret

ballot. If no candidate receives a two-thirds (2/3)

majority vote in the initial balloting, Delegates may

nominate additional candidates in accordance with

J,(3) above.

(6) The balloting process for the election or removal of

Ad Hoc Members at the Annual or Special

Convention(s) shall be conducted by members of

the National Balloting Committee.

(7) Acceptance of a position as an Ad Hoc Member

shall constitute acceptance of a position with the

APFA for the purposes of this Constitution. An Ad

Hoc Member may perform additional duties as

deemed appropriate by the National Officers, the

Board of Directors or the Executive Committee so

long as such duties do not constitute acceptance of

an additional position with the APFA as defined in

Section 6 or Section 7 of this Article III, or in Article

IX, Sections 4, 5, 6 or 7 of this Constitution.

(8) Ad Hoc Members shall not be full time salaried

positions, but shall be compensated for expenses,

pay continuance and/or trip removal in accordance

with applicable provisions contained in Article V of

this Constitution and in the APFA Policy Manual.

(9) An Ad Hoc Member may be removed from his/her

position only at a Convention by a two-thirds (2/3)

majority vote of the recorded Delegates by secret

ballot, with or without cause.

(10) In the event of a vacancy in the position of Ad Hoc

Member, or in the event an individual declines the

position after the Annual Convention has adjourned,

the Executive Committee shall function with a

vacancy so long as at least a quorum of the

Executive Committee exists until the next Annual or

Special Convention. At that Convention, the

recorded Delegates shall elect a new Ad Hoc

Member to fill the vacancy and complete the

balance of the unexpired term.

(11) Ad Hoc Members shall function, when necessary,

as the APFA Grievance Appeal Panel to review

decisions of the Grievance Review Committee.

a. When the Grievance Review Committee decides

to withdraw a grievance, such decision may be

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ARTICLE III ─ GOVERNMENT OF THE APFA 17

appealed by the grievant to the Grievance 

Appeal Panel.

b. The decision of the Grievance Appeal Panel

shall be final and binding and not subject to

reversal by the Executive Committee or the

Board of Directors.

K. Jurisdiction and Duties: The Executive Committee shall

be charged with the rights, privileges, duties, and

responsibilities to:

(1) assure compliance with the policies as set forth and

established by the Board of Directors;

(2) act on business or matters presented to the

Executive Committee by any member of the Board

of Directors or by administrative or committee

personnel;

(3) communicate on a regular and consistent basis with

members of the Board of Directors;

(4) determine the content of annual training for

members of the Board of Directors;

(5) confirm or reject the nomination of individuals to

serve in the administrative and committee positions

as provided in Article IX of this Constitution;

(6) establish special committees and/or task forces

which may be deemed necessary to the best

interest of the membership;

(7) confirm or reject the nominations of members to

other committees as established by this Constitution

or as may be established by the Board of Directors;

(8) confirm the National Treasurer's recommendation of

the accounting firm to prepare the annual audit;

(9) approve the initiation of litigation prior to

commencement of a lawsuit;

(10) take any and all appropriate action deemed

necessary by the Executive Committee and in

accordance with this Constitution and the

resolutions and policy decisions of the Board of

Directors to promote the welfare of the members of

the APFA, and this shall include the right to reverse

an action or decision of the National Officers or

other representatives, except as provided in this

Article III, Section 4.J.11.

While not limited to the following, the Executive Committee 

may:

(11) recommend changes to the APFA Policy Manual;

(12) accept a proposed Collective Bargaining Agreement

as submitted by the Negotiating Committee for

referral to the membership for ratification;

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18 ARTICLE III ─ GOVERNMENT OF THE APFA

(13) reject a proposed Collective Bargaining Agreement

as submitted by the Negotiating Committee;

(14) adjust the budget to meet the unexpected needs of

the membership, provided that:

a. such budget adjustment shall require that the

Board of Directors be notified of the adjustment

within forty-eight (48) hours following the

adjournment of the Executive Committee

meeting wherein the budget was adjusted, and

b. such adjustment may not reduce any base

budget without prior approval by a majority of the

Voting Board of Directors;

(15) direct that a special mailing be sent to the

membership;

(16) recognize the accomplishments and/or contributions

of members and/or representatives of the APFA;

(17) approve hardship dues forgiveness and review

other hardship requests that may be brought before

the Executive Committee.

(18) order a special Base/Delegate election should a

convention be scheduled to convene and there

exists at such base a dual vacancy in the positions

of Base President and Vice President, or in the

event the base does not have an elected Delegate

to the convention. Such special election shall be

held in accordance with the procedures provided for

in the APFA Policy Manual.

Section 5. TELECONFERENCE MEETINGS:

When it becomes necessary for the Board of Directors and/or 

the Executive Committee to act on urgent or emergency 

business through the use of a Teleconference Meeting, the 

following procedures shall apply:

A. The National President, or four (4) members of the

Executive Committee, or a majority of the Voting Board

of Directors may advise the National Secretary that a

Teleconference Meeting of the Board of Directors is

required to conduct the business of the APFA.

B. The National President, or four (4) members of the

Executive Committee may advise the National Secretary

that a Teleconference Meeting of the Executive

Committee is required to conduct the business of the

APFA.

C. The purpose of the Teleconference Meeting must be

submitted to the National Secretary in writing and any

resolution(s) shall include the names of the maker and

second.

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ARTICLE III ─ GOVERNMENT OF THE APFA 19

D. Upon receipt of the request for a Teleconference

Meeting, the National Secretary shall provide written

notification to the Board of Directors or the Executive

Committee, as appropriate, that a Teleconference

Meeting is to be conducted. Such notification shall

include the name(s) of those individual(s) calling the

Teleconference Meeting and the complete text of any

proposed resolution(s) with the names of the maker and

the second. The National Secretary shall also specify

the date and time when the National President will

convene the Teleconference Meeting.

E. The National Secretary must request written verification

of receipt of the notification.

F. The Teleconference Meeting may be conducted as soon

as a quorum can be established, but no sooner than all

reasonable efforts have been made to notify all Board

members or Executive Committee members, as

appropriate, that a Teleconference Meeting is to be

conducted.

G. The Teleconference Meeting must be conducted no later

than the urgent or emergency circumstances dictate, but

in no event later than ten (10) days following receipt by

the National Secretary of the request for the meeting.

H. The Teleconference Meeting shall commence at the time

and date specified, provided that a quorum or more must

be participatory throughout the meeting. Should the

quorum be failed at any time during the course of the

Teleconference Meeting, the meeting shall be

considered to be adjourned and shall be rescheduled as

provided in D of this Section 5.

I. At a Teleconference Meeting of the Board of Directors

when more than a quorum is participatory, all issues

shall be decided by a majority of the Voting Board of

Directors except as provided for in this Constitution. In

the event that only a quorum is participatory, all issues

shall be decided by a two-thirds (2/3) majority vote of the

quorum except as provided for in this Constitution.

J. At a Teleconference Meeting of the Executive

Committee five (5) or more members voting in the

affirmative shall be required to decide an issue, except

as provided for elsewhere in this Constitution.

K. The vote tabulation shall be conducted by the National

Secretary.

L. Once the vote is completed, the National Secretary shall

forward to each member of the Board of Directors and

the Executive Committee a copy of the tally sheet

attached to the resolution(s).

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M. All business conducted by a Teleconference Meeting

shall become a part of the permanent record of the

APFA.

N. Any business conducted by a Teleconference Meeting is

subject to reconsideration at the next meeting of the

Executive Committee or Board of Directors, as

appropriate.

Section 6. OFFICERS:

A. Definitions: The National Officers shall be the National

President, National Vice President, National Secretary

and National Treasurer.

B. Duties of the National President shall include but not be

limited to the following:

(1) The National President shall be the chief executive

officer of the APFA, and shall conduct the affairs of

the APFA in accordance with this Constitution and

the resolutions and policy decisions of the Board of

Directors and/or the Executive Committee.

(2) The National President shall sign any agreements,

supervise the activities of the APFA and carry out

any duties the Board of Directors and/or the

Executive Committee may request, in accordance

with this Constitution.

(3) The National President shall convene any

convention or meeting of the Board of Directors and

the Executive Committee. S/he must convene the

Board to review any proposed Collective Bargaining

Agreement between the APFA and AAL.

(4) The National President shall convene any meeting

of the OAL Operation Advisory Panel. S/he must

convene the Panel to review any proposed

Collective Bargaining Agreement between the

APFA and an airline other than AAL whose Flight

Attendant employees are represented by the APFA.

(5) The National President shall act as Chairperson for

the Board of Directors, the Executive Committee,

the Negotiating Committee and the OAL Operation

Advisory Panel. The National President shall

oversee all other national committees, unless

otherwise provided for in this Constitution or by

resolution or policy of the Board of Directors or the

Executive Committee.

(6) The National President shall recommend to the

Executive Committee all changes in employment

and staff requirements and, subject to the approval

of the Executive Committee, fix compensation for all

agents and employees of the APFA. The National

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ARTICLE III ─ GOVERNMENT OF THE APFA 21

President shall be responsible for the employment, 

supervision and discharge of all agents and 

employees of the APFA.

(7) The National President may address an Annual

Report to the membership.

(8) The National President shall nominate, and the

Executive Committee shall confirm or reject,

individual active members in good standing to serve

as National Chairs.

(9) The National President shall appoint Negotiating

Committee members in accordance with Article X,

Section 5, A(1)b of this Constitution.

(10) The National President shall have the authority to

hire, retain or employ general counsel and/or other

legal counsel for the APFA, subject to the approval

of the Executive Committee.

(11) The National President shall direct and coordinate

legislative and political initiatives and any lobbying

efforts on behalf of the Association to further the

objectives of the APFA.

C. Duties of the National Vice President shall include but

not be limited to the following:

(1) The National Vice President shall assist the

National President in the discharge of all duties. In

the absence of the National President, or should a

vacancy occur in the office of National President,

the National Vice President shall perform the duties

of the National President.

(2) The primary responsibility of the National Vice

President shall be to oversee the grievance and

arbitration process provided for in the Railway

Labor Act and the Collective Bargaining

Agreement(s) entered into between the APFA and

employers.

(3) The National Vice President shall serve as the

APFA's permanent Chairperson of the Flight

Attendant System Board(s) of Adjustment.

(4) The National Vice President shall coordinate

activities of the System Board(s) of Adjustment with

other departments within the APFA.

(5) The National Vice President shall nominate, and the

Executive Committee shall confirm or reject,

individual active members in good standing to serve

as Regional Representatives.

(6) The National Vice President shall determine the

specific base assignments of each Region and

assign and coordinate the activities of the members

appointed to serve as Regional Representatives.

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22 ARTICLE III ─ GOVERNMENT OF THE APFA

(7) The National Vice President shall be authorized to

hire, retain and employ legal counsel as may be

required to provide members with representation in

the grievance and arbitration process, subject to the

approval of the Executive Committee.

(8) The National Vice President shall ensure the

training and continuing education of all

representatives involved in the grievance and

arbitration process.

(9) The National Vice President shall coordinate and

chair a Grievance Review Committee to oversee

the disposition of grievances.

D. Duties of the National Secretary shall include but not be

limited to the following:

(1) The National Secretary shall be responsible for all

administrative records of the Association.

(2) The National Secretary shall cause to be kept an

administrative record of all officers, representatives

and appointees.

(3) The National Secretary shall notify the Board of

Directors, the Executive Committee and the OAL

Operation Advisory Panel of any convention or

meeting.

(4) The National Secretary shall cause to be kept a

record of all proceedings at any convention or

meeting of the Board of Directors, or at any meeting

of the Executive Committee and the OAL Operation

Advisory Panel.

(5) The National Secretary shall submit a written report

of all meetings of the Executive Committee and the

OAL Operation Advisory Panel to the Board of

Directors within fifteen (15) days following such

meeting.

(6) The National Secretary shall oversee the National

Balloting Committee.

(7) The National Secretary shall assist the National

President in the preparation of any Annual Report to

the members of the APFA.

(8) The National Secretary shall administer Article VII

procedures.

(9) The National Secretary shall update and ensure

distribution of the APFA Policy Manual.

(10) The National Secretary shall assist in establishing

regular training and continuing education programs

for representatives of the APFA, and shall maintain

the APFA training records of all representatives.

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ARTICLE III ─ GOVERNMENT OF THE APFA 23

(11) The National Secretary shall ensure that training

and reference materials and Association

publications and manuals are maintained.

(12) The National Secretary shall be responsible for the

library of the Association.

(13) The National Secretary shall establish and maintain

lines of communication between members of the

Executive Committee, Base Representatives and all

administrative departments and committees.

(14) The National Secretary shall assist the National

Treasurer in the discharge of all duties. Should

there be a temporary absence in the office of the

National Treasurer; the National Secretary may

perform the duties of the National Treasurer.

E. Duties of the National Treasurer shall include but not be

limited to the following:

(1) The National Treasurer shall be responsible for the

care and custody of the funds and securities of the

APFA, receiving all dues, fees and special

assessments assigned to the APFA.

(2) The National Treasurer shall be responsible for all

financial records of the APFA.

(3) The National Treasurer shall cause to be kept a

record of the APFA's membership so as to show at

all times the number of members in each

membership status or classification, their respective

places of residence, their post office addresses,

their base locations and the date when each person

became a member of the APFA and/or changed

membership status or classification.

(4) The National Treasurer shall cause to be kept an

individual record of all dues and assessments for

each member.

(5) The National Treasurer shall oversee the APFA

Budget Committee and shall assist in the

preparation of the annual budget.

(6) The National Treasurer shall submit the annual

budget to the Board of Directors for approval at the

Annual Convention.

(7) The National Treasurer shall advise the Board of

Directors and the Executive Committee of any

significant change in the financial standing of the

APFA.

(8) The National Treasurer shall submit a monthly

financial report to the Board of Directors and to the

Executive Committee as provided for in Article IV,

Section 4.C of this Constitution.

Exhibit B APPENDIX 33

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(9) The National Treasurer shall submit a quarterly

financial review to the Board of Directors and to the

Executive Committee as provided for in Article IV,

Section 4.D of this Constitution.

(10) The National Treasurer shall submit with his/her

signature all Federal and State Reports required by

law.

(11) The National Treasurer shall oversee and

coordinate ongoing computerization of the APFA

headquarters files, records and systems.

(12) The National Treasurer shall oversee the daily

activities of the APFA headquarters office staff.

(13) The National Treasurer shall coordinate the

headquarters office staff to ensure assistance is

provided to administrative, committee and support

personnel.

(14) The National Treasurer shall assist the National

Secretary in the discharge of all duties. Should

there be a temporary absence in the office of the

National Secretary; the National Treasurer may

perform the duties of the National Secretary.

Section 7. BASE COUNCILS / BASE REPRESENTATIVES:

A. Organization: The Base Council shall consist of the

Base President, Vice President, and Base Council

Representatives (BCRs). When a base contains both an

American Airlines Operation and one or more OAL

Operations (as defined in Article I, Section 7,K,2 of this

Constitution), the Base Council shall also include an

OAL Operation Advisory Panel Representative (APR).

The members of a Base Council hold positions with the

APFA as Base Representatives.

B. Base Representatives shall hold such positions only at

the base where they are stationed.

C. The Base President and Vice President shall be elected

by the membership of the base at large.

D. Base Council Representatives (BCRs) shall be elected

by the membership of the American Airlines base at

which they are stationed. BCRs shall hold such

positions only at the base at which they are stationed.

(1) Each base shall be entitled to one BCR for each

one hundred (100) members or fraction thereof who

are stationed at the base.

E. The Advisory Panel Representative (APR) shall be

elected by the membership of the OAL Operation base

at which he/she is stationed. The APR shall hold such

position only from the OAL Operation base at which

he/she is stationed.

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F. A Base President may appoint an active member in good

standing to fill a vacancy on the Base Council to

complete the balance of an unexpired term, pursuant to

the provisions of Article VI, Section 8 of this Constitution.

G. A Base President may appoint additional individuals to

assist the Base Council to meet the needs of the

membership, however such individuals may not exercise

a vote on matters brought before the Base Council.

H. Duties of the Base President shall include but not be

limited to the following:

(1) The President shall represent the membership of

the base at any convention of the APFA, and if

elected by secret ballot vote of the base

membership, or if duly elected by virtue of running

unopposed, shall be empowered to elect and

remove Ad Hoc Members of the Executive

Committee.

(2) The President shall represent the membership of

the base at any other meeting of the Board of

Directors.

(3) The President shall have the right to investigate all

grievances and to take such action at the base as

may be necessary for the operation of the APFA.

(4) The President shall maintain the base office in order

to represent the members at the base and to

supervise the activities of the APFA at the base.

(5) The President shall have the responsibility for

calling, posting notice of and conducting all base

meetings, and shall keep the respective members

informed of the actions of the APFA.

(6) The President shall maintain the APFA bulletin

board(s) at the base.

(7) The President may establish all local base

committees not otherwise established by the Board

of Directors, the Executive Committee and/or the

National Officers.

(8) The President shall provide the Board of Directors

and/or the Executive Committee with any

information which may be requested and shall carry

out all resolutions and/or policy decisions of the

Board of Directors and/or Executive Committee.

(9) The President should provide a quarterly report to

the Executive Committee.

I. Duties of the Vice President shall include but not be

limited to the following:

(1) The Vice President shall assist the President, the

Base Council Representatives and the Advisory

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26 ARTICLE III ─ GOVERNMENT OF THE APFA

Panel Representative in the discharge of their 

duties and responsibilities.

(2) In the absence of the Base President, or should a

vacancy occur in the position of Base President, the

Vice President shall perform the duties of the

President.

(3) In the absence of the Base President, the Vice

President shall represent the membership of the

base at any convention of the APFA, and if elected

by secret ballot vote of the base membership, or if

duly elected by virtue of running unopposed, shall

be empowered to elect and remove Ad Hoc

Members of the Executive Committee.

J. Duties of the Advisory Panel Representative (APR) shall

include but not be limited to the following:

(1) The APR shall assist the Base President, Vice

President and Base Council Representatives in the

discharge of their duties and responsibilities.

(2) The APR shall assist the Base President with those

aspects of base representation unique to the OAL

Operation of the base.

(3) The APR shall represent the OAL Operation of a

base at all meetings of the OAL Operation Advisory

Panel.

K. Duties of the Base Council Representative (BCR) shall

include but not be limited to the following:

(1) The BCR shall assist the Base President, Vice

President and Advisory Panel Representative in the

discharge of their duties and responsibilities.

(2) The BCR shall coordinate with the Base President

in the investigation and filing of grievances.

(3) The BCR shall endeavor to provide expertise in any

or all areas of grievance, safety, health, scheduling,

contract language and interpretation, professional

standards, uniforms, hotel, membership records or

other areas deemed appropriate by the Base

President and/or the Board of Directors and/or

Executive Committee.

(4) The BCR shall coordinate activities with appropriate

APFA administrative and committee personnel and

departments.

Section 8. OAL OPERATION ADVISORY PANEL:

A. Organization: The OAL Operation Advisory Panel shall

consist of the Advisory Panel Representatives from the

OAL Operation(s) at each base.

B. The Advisory Panel shall meet at least once a year with

the National Officers of the APFA to evaluate those

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ARTICLE III ─ GOVERNMENT OF THE APFA 27

issues related to flying performed by APFA members 

who are part of the OAL Operation(s).

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28 ARTICLEIV - FINANCES

ARTICLE I V

F INANCES

Section 1. DUES AND ASSESSMENTS:

A. A member's obligation for dues and assessments shall

commence as of the date of his/her eligibility for active

membership. All members shall be required to pay dues

except as provided in Article II, Section 4,B(3), Section

4,B(4), Section 4,B(5), Section 5,A,(1) and Section

5,A,(2) of this Constitution.

B. Active members shall be required to pay monthly dues by

employer's dues check-off or by individual payment.

Dues payment must be received by the National

Treasurer no later than the end of each calendar month.

C. The Association's dues year shall run concurrently with

the fiscal year.

D. In the American Airlines (AAL) Operation, Active

Members, including those on probation, shall pay

monthly dues at the rate of forty-one dollars ($41.00) per

month.

In an Other Airlines (OAL) Operation, Active Members,

including those on probation, shall pay dues at the rate

of forty-one dollars ($41.00) per month.

Twenty-five (25) percent of any dues increase ratified by

the membership shall be placed in a negotiations, and

negotiations-related fund. However, this shall not apply

to dues received from Flight Attendants who are

represented by APFA as a result of its being certified as

the exclusive representative of the combined Flight

Attendant work group created by the merger of American

Airlines and US Airways. This exemption shall expire

when the Maintenance Agreement between APFA and

the Association of Flight Attendants ends.

E. The Board of Directors may conduct an annual review of

the dues structure of the Association to determine if the

structure should be revised, provided that no increase in

dues shall be put into effect unless ratified by an

affirmative vote by a majority of those active members in

good standing who return valid ballots.

F. Assessments may be levied on all active members and to

provide for extraordinary expenses, contingencies and

reserves, provided such assessments are first approved

by a two-thirds (2/3) majority of the Voting Board of

Directors, and subsequently ratified by an affirmative vote

by a majority of those active members in good standing

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ARTICLE IV ─ FINANCES 29

Section 2. INITIATION FEE:

A. New members shall pay an initiation fee as determined

by the Board of Directors.

B. Honorary members will not be subject to the initiation

fee.

Section 3. DELINQUENT DUES, ASSESSMENTS OR

INITIATION FEE(S): 

A. Required dues, assessments and initiation fee(s) not

paid within sixty (60) days of the established billing date

will cause a member to be placed in bad standing. The

established billing date of said dues and/or assessments

shall be noted on all APFA correspondence referencing

this subject.

B. Members are subject to discharge for non-payment of

dues and/or initiation fee(s), when employed by an

airline having a Collective Bargaining Agreement with

the APFA that requires the payment of dues and/or

initiation fee(s) as a condition of employment.

C. Members returning from an unpaid leave status may set

up a payment plan to satisfy their obligation for back

dues, initiation fee(s) and/or assessments.

(1) The member must execute and sign a promissory

note and therein agree to pay all back dues,

initiation fee(s) and/or assessments within a period

of time not to exceed twice the number of months of

back dues owed.

(2) Upon execution of such promissory note, the

member shall be considered to be in good standing

status, and shall remain in good standing status

unless the member fails to pay the monthly

installment, or unless the member incurs an

additional back dues obligation.

(3) All notes must be executed at least thirty (30) days

prior to the balloting date of any APFA election or

referendum for the member to be eligible to vote in

such election or referendum.

D. Should the APFA establish a bank card acceptance

program for the payment of dues, initiation fee(s) and/or

assessments, all members shall be eligible to pay dues

by this method.

Section 4. FINANCIAL PROCEDURES:

A. The fiscal year of the APFA shall be from April 1 to the

following March 31.

B. The financial records of the Association shall be audited

annually by a Certified Public Accountant (CPA) from an

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30 ARTICLE IV ─ FINANCES

accounting firm recommended by the National Treasurer 

and confirmed by the Executive Committee.

C. The National Treasurer shall prepare a monthly financial

report that contains:

(1) a statement of all assets, liabilities and fund

balance(s);

(2) a statement of income and expenses;

(3) a record of expenditures; and

(4) a record of pay continuance.

D. The National Treasurer shall prepare a quarterly

financial review that shall include, but not be limited to:

(1) the budget analysis for the present and immediate

past quarter, and projections for the remainder of

the fiscal year;

(2) a statement of all assets, liabilities and fund

balance(s); and

(3) the status of reserves and savings.

E. An accountant shall be employed by the APFA and shall

report directly to the National Treasurer. S/he shall keep

an accurate record of all receipts and expenditures of the

APFA, and prepare and submit to the National Treasurer

the following:

(1) all Federal and State reports as required by law;

(2) monthly financial statements; and

(3) the APFA's books for the annual audit by the

accounting firm.

F. All bills payable, notes, checks or other negotiable

instruments of the APFA shall be made in the name of

the Association of Professional Flight Attendants and

shall bear the actual signature of two (2) of the following:

the National President; the National Vice President; the

National Secretary or the National Treasurer. At least

two (2) of the following: the National President; the

National Vice President; the National Secretary or the

National Treasurer; may from time to time, transfer such

sums of money to administrative accounts, payroll

accounts, petty cash accounts, savings/reserve accounts

and such other accounts as may be necessary to meet

administrative and current obligations of the APFA.

G. No officer, agent or employee of the APFA, acting singly

or jointly with others shall have the power to make any

bills payable, notes, checks, drafts, warrants or

negotiable instruments of any description or nature or

endorse the same in the name of the APFA or contract

or cause to be contracted any debt or liability in the

name of or on behalf of the APFA except as expressly

prescribed and provided in this Constitution.

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ARTICLE IV ─ FINANCES 31

Section 5. BONDING:

All officers and employees of the APFA shall be bonded 

in the amounts not less than those provided for and 

required by applicable Federal law.

Section 6. SAVINGS / RESERVES:

The APFA shall adopt a reasonable savings and 

reserves plan in the name of the Association of 

Professional Flight Attendants, and such 

savings/reserves shall be maintained at a reasonable 

level. The National Treasurer shall be charged with 

administration of financial and fiscal policies as set forth 

herein, or as may be established by the Board of 

Directors.

Section 7. RETENTION OF RECORDS:

All financial records of the APFA shall be retained in their 

original form as required by State or Federal law.

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32 ARTICLE V ─ EXPENSES AND SALARIES

ARTICLE V 

E XPENSES AND S ALARIES

Section 1. EXPENSES:

Authorized normal expenses incurred by any officer, 

representative or member while on APFA business shall be 

reimbursed by the APFA. Allowable expenses shall be 

established by the Board of Directors and set forth in the 

APFA Policy Manual.

Section 2. COMPENSATION FOR NATIONAL OFFICERS:

The rate or method of compensation for the National Officers 

of the APFA shall be established by the Board of Directors 

and set forth in the APFA Policy Manual, and may be subject 

to membership ratification.

Section 3. OTHER COMPENSATION:

The rate or method of other compensation, if any, and/or the 

policy regarding pay continuance for other APFA 

representatives shall be established by the Board of Directors 

and set forth in the APFA Policy Manual.

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ARTICLE VI ─ NOMINATIONS AND ELECTIONS 33

ARTICLE V I

N OMINATIONS AND E LECTIONS

Section 1. NOMINATIONS:

A. Any active member in good standing may self-nominate

for any office or elected position with the APFA.

B. Any active member in good standing may nominate

another active member in good standing for any office or

elected position with the APFA.

C. Any active member in good standing may be nominated

by another active member in good standing for any office

or elected position with the APFA.

Section 2. WILLINGNESS TO SERVE:

A. The National Secretary shall direct the National Ballot

Committee (NBC) to mail to each member and/or to post

on the APFA website Willingness-to-Serve notifications:

(1) at least one hundred and thirty-five (135) days prior

to the end of the term for National Officers; or

(2) at least ninety-five (95) days prior to the end of the

term for Base Representatives; or

(3) at least ninety-five (95) days prior to the balloting

date for the Elected Members of the Negotiating

Committee;

(4) at least forty-five (45) days prior to the balloting date

for a vacant Elected Member(s) of the Negotiating

Committee position, or

(5) more than fifteen (15) days following the directive of

the National Secretary when a dual vacancy exists

at a base, pursuant to Section 8,C of this Article VI.

B. The Willingness-to-Serve notification for the position of

Base President shall indicate that a Base President will

be authorized, by his/her election:

(1) to serve as a Delegate to the Annual or Special

Convention(s) for the purpose of electing Ad Hoc

Members of the Executive Committee, and

(2) to exercise a vote to remove an individual from the

position of Ad Hoc Member of the Executive

Committee, should such action be deemed

necessary.

The Willingness-to-Serve notification for the position of 

Vice President shall indicate that a Vice President will 

be authorized, by his/her election, to serve as a 

Delegate pursuant to (1) and (2) above only in the 

absence of the Base President. 

C. Willingness-to-Serve notifications must be returned to

the APFA by the time and date specified and will be

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34 ARTICLE VI ─ NOMINATIONS AND ELECTIONS

retrieved on that date from the appropriate post office 

box by members of the NBC or from an email address 

designated by the NBC for the receipt of Willingness-toServe notifications. There shall be a thirty (30) day time 

period to submit Willingness-to-Serve notifications. 

Willingness-to-Serve notifications received after the time 

and date specified will not be considered.

Section 3. TERMS OF OFFICE:

A. The term of office for the National Officers shall be for a

forty-eight (48) month period.

B. The term of office for the Base Representatives shall be

for a twenty-four (24) month period.

C. The terms of office shall commence on the first day of

the APFA fiscal year, as appropriate, for all elected

officers and representatives, except for elected members

of the Negotiating Committee who assume office

pursuant to the provisions of Article X, Section 3 of this

Constitution.

Section 4. ELIGIBILITY TO VOTE:

A. All active members in good standing of the APFA shall

be eligible to vote in the election of the National

President, National Vice President, National Secretary

and National Treasurer.

B. All active members in good standing at each base shall

be eligible to vote in the election of their Base

Representatives, pursuant to Article III, Section 7 of this

Constitution.

C. All active members in good standing shall be eligible to

vote for the Elected Members of the Negotiating

Committee, pursuant to Article X of this Constitution.

D. Any active member in bad standing must arrange to

become an active member in good standing not later

than the close of business on the fifth (5th) day prior to

the time limit for the return of ballots (the balloting date)

of any election or referendum.

E. The National Treasurer shall provide the NBC with the

appropriate list of active members in good standing for

any election or referendum three (3) days prior to the

balloting date of any election or referendum, and only

members whose names appear on such list shall be

deemed eligible to vote.

Section 5. BALLOTING:

A. All balloting of the membership provided for in this

Constitution shall be conducted by secret ballot, except

that during a strike or lockout, a Collective Bargaining

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ARTICLE VI ─ NOMINATIONS AND ELECTIONS 35

Agreement may be ratified as provided in Article XI, 

Section 2.E of this Constitution.

B. The NBC shall prepare the official ballot with the names

of the candidates or the issue(s) to be decided, and shall

indicate thereon a place to vote for any candidate or

issue.

C. The ballot for the position of Base President shall

indicate that a Base President will be authorized, by

his/her election:

(1) to serve as a Delegate to the Annual or Special

Convention(s) for the purpose of electing Ad Hoc

Members of the Executive Committee, and

(2) to exercise a vote to remove an individual from the

position of Ad Hoc Member of the Executive

Committee, should such action be deemed

necessary.

The ballot for the position of Vice President shall 

indicate that a Vice President will be authorized, by 

his/her election, to serve as a Delegate pursuant to (1) 

and (2) above only in the absence of the Base 

President. 

D. No later than twenty (20) days after the deadline for the

receipt of the Willingness-to-Serve notifications, the

ballot containing the names of the candidate(s) to be

voted upon shall be sent to the membership under the

supervision of the NBC. The balloting date for

candidates and/or issues, including run-off elections,

shall be thirty (30) days after the sending of the ballots to

the membership.

E. Ballots must be returned to the APFA in mail ballot

elections, and votes must be cast in electronic ballot

elections, by the time and date specified. Ballots

received or cast, as appropriate, after the time and date

specified shall be considered void.

F. Ballots shall be counted in the metropolitan area where

the APFA headquarters is located. Ballots may be

handled and counted by an independent accounting or

balloting firm which has been approved by the Executive

Committee and the NBC shall oversee all such balloting

for accuracy of procedures.

G. At the conclusion of the vote count, the NBC shall certify

the results of the vote for each position. The date of

such certification shall be the canvassing date. The

NBC shall submit this certification in writing to the

National Secretary. The National Secretary shall notify

the candidate(s) and/or the membership of the balloting

results by the APFA "Hotline", by posting on all APFA

bulletin boards and on the official APFA website.

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36 ARTICLE VI ─ NOMINATIONS AND ELECTIONS

H. In any balloting for National Officer, the candidate

receiving the majority of the valid votes cast for an office

shall be deemed elected to that office and shall be so

notified by the National Secretary.

(1) If no candidate receives a majority of the valid votes

cast for a national office, the NBC shall, within ten

(10) days following the Canvassing Date, prepare

and send to the membership a run-off ballot

containing the names of the two (2) candidates

receiving the highest number of valid votes cast.

(2) The candidate receiving the majority of valid votes

cast for an office in the runoff election shall be

deemed elected to that office and be so notified by

the National Secretary.

I. In any balloting for Base Representative, the candidate

receiving the highest number of valid votes cast for a

position shall be deemed elected to that position and be

so notified by the National Secretary.

J. In the event that a tie exists in the balloting for a Base

Representative, a runoff balloting shall be accomplished

pursuant to the procedures in H of this Section 5.

K. An issue will be considered ratified by the membership if

it receives a plurality of the valid votes cast.

L. All ballots and other election materials, notes and

records shall be sealed after being counted and certified

as provided for herein, and shall remain in the

possession of the National Secretary for at least one (1)

year from the balloting date in accordance with all

appropriate time limits required by Federal law.

M. Should the margin of victory in a ballot count be ten

percent (10%) or less and in the event a candidate

challenges the accuracy of such ballot count in writing to

the National Secretary within fourteen (14) days

following the Canvassing Date, a recount shall occur and

the APFA shall assume all related costs. Should the

margin of victory be greater than ten percent (10%), the

cost related to any such recount shall be borne by the

candidate challenging the accuracy of the ballot count.

Section 6. ELECTION CONTEST FOR OFFICE:

A. Only candidates may contest an election for office.

B. The contestant must file a written complaint with the

National Secretary, directed to the NBC, within fifteen

(15) days following the Canvassing Date of the ballots.

C. The NBC shall investigate such complaint, and must

render its decision concerning the disposition of such

complaint no later than thirty (30) days following the

Canvassing Date of the ballots.

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ARTICLE VI ─ NOMINATIONS AND ELECTIONS 37

D. The contestant may appeal any decision rendered by the

NBC to the Executive Committee no later than forty-five

(45) days following the Canvassing Date of the ballots.

E. The Executive Committee shall consider such appeal

and must render its decision concerning such appeal no

later than sixty (60) days following the Canvassing Date

of the ballots.

F. Should the NBC or the Executive Committee fail to

respond to the contestant in the designated time periods,

the contestant will be free to pursue his/her LMRDA

rights. In any event, the contestant will have satisfied

the internal remedies provisions of the LMRDA following

the sixty (60) day period provided for in this Section 6.

Section 7. VACANCY IN OFFICE, NATIONAL OFFICERS:

A. In the event of a vacancy in the office of the National

President, the National Vice President shall assume the

office for the balance of the unexpired term.

B. In the event of a vacancy in the office of the National

Vice President, if the unexpired term from the date of the

vacancy is more than eighteen (18) months, a

membership election shall be held to fill the vacancy in

accordance with the time limits provided in Section 2 and

Section 5 of this Article VI. The Board of Directors shall

appoint an interim National Vice President to serve until

the result of the election is known. If the unexpired term

of the National Vice President is eighteen (18) months or

less, the office shall be filled by appointment by the

Board of Directors.

C. In the event of a simultaneous vacancy in the office of

the National President and National Vice President, if the

unexpired terms from the date of the vacancies are more

than eighteen (18) months, a membership election shall

be held to fill the vacancies in accordance with the time

limits provided in Section 2 and Section 5 of this Article

VI. The Board of Directors shall appoint an interim

National President and an interim National Vice

President to serve until the results of the elections are

known. If the unexpired terms are eighteen (18) months

or less, the offices shall be filled by appointments by the

Board of Directors.

D. In the event of a vacancy in the offices of National

Secretary or National Treasurer, if the unexpired term

from the date of the vacancy is more than eighteen (18)

months, a membership election shall be held to fill the

vacancy in accordance with the time limits provided in

Section 2 and Section 5 of this Article VI. The Board of

Directors shall appoint an interim National Secretary or

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38 ARTICLE VI ─ NOMINATIONS AND ELECTIONS

National Treasurer to serve until the result of the election 

is known. If the unexpired term of the National Secretary 

or National Treasurer is eighteen (18) months or less, 

the office shall be filled by appointment by the Board of 

Directors.

E. The term of office of the National President, National

Vice President, National Secretary or National Treasurer,

if elected or appointed under the provisions of B,C or D

of this Section 7, shall commence immediately upon

election or appointment and, except for the interim

appointments, shall be to complete the balance of the

unexpired term.

Section 8. VACANCY IN OFFICE, BASE

REPRESENTATIVES: 

A. In the event of a vacancy in the position of the Base

President, the Vice President shall assume the position

for the balance of the unexpired term.

B. In the event of a vacancy in the position of Vice

President, if the unexpired term from the date of the

vacancy is for more than six (6) months, a membership

election shall be held to fill the vacancy in accordance

with the time limits provided in Section 2 and Section 5

of this Article VI. If the unexpired term is for six (6)

months or less, the position shall be filled for the balance

of the unexpired term by an election by the Base Council

from among their members.

C. In the event of a simultaneous vacancy in the positions

of both the Base President and the Vice President,

creating therefore a dual vacancy, the following

procedures shall apply:

(1) Within fifteen (15) days of having been made aware

of the dual vacancy, the National Secretary shall

direct the NBC to mail to all members at the base

and/or to post on the APFA website Willingness-toServe notifications for the positions of Base

President and Vice President, provided that the

unexpired terms from the date of the vacancy are

for more than six (6) months.

(2) In the event of a new base opening, within fifteen

(15) days following the first official report date for

Flight Attendants assigned to that base by the

employer, the National Secretary shall direct the

NBC to mail to all members at the base and/or post

on the APFA website Willingness-to-Serve

notifications for the positions of Base President,

Vice President, Advisory Panel Representative (if

applicable), and Base Council Representatives to

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ARTICLE VI ─ NOMINATIONS AND ELECTIONS 39

all members at the base, provided that the 

unexpired terms from the date of the vacancy are 

for more than six (6) months.

(3) A membership election shall be held to fill the

positions in accordance with the time limits provided

in Section 2 and Section 5 of this Article VI.

(4) The Executive Committee shall appoint an interim

Base President until such time as the election

process is completed for the Base Representative

position(s), or to complete the balance of an

unexpired Base President term of six (6) months or

less.

(5) The term of the Base Representatives, if elected in

accordance with the provisions of (1), (2) and (3)

above, shall commence immediately upon election

and shall be to complete the balance of the

unexpired term.

D. In the event that there are no candidates for the position

of Base President, the Executive Committee may

appoint an active member in good standing from that

base to be the Base President to complete the balance

of the unexpired term.

E. In the event a new OAL operation or satellite is opened

and assigned to a base, a membership election shall be

held to fill the positions of Base Council

Representative(s) and, if applicable, the Advisory Panel

Representative (APR) in accordance with the time limits

provided in Section 2 and Section 5 of this Article VI,

provided that the unexpired terms from the opening of

the OAL operation or satellite will be for more than six (6)

months. The Base President shall appoint interim Base

Council Representatives and, if applicable, an interim

APR to complete the balance of the unexpired term(s) of

six (6) months or less.

F. In any case, if the unexpired term of any Base

Representative is six (6) months or less, the interim

appointee shall complete the balance of the unexpired

term.

G. If any individual holds a position as Base President or

Vice President other than by either secret ballot vote of

the base membership or by having been duly elected by

virtue of running unopposed, such individual shall not be

considered a Delegate as defined in Article I, Section

7,C and Article III, Section 3,B,(3) of this Constitution.

Such Base President or Vice President shall not be

eligible to vote at any convention to elect or remove Ad

Hoc Members of the Executive Committee.

APPENDIX 49

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40 ARTICLE VI ─ NOMINATIONS AND ELECTIONS

H. In the event a convention is scheduled to convene and

there exists at a base a dual vacancy in the positions of

Base President or a Vice President, or in the event the

base does not have a Base President and Vice

President who is an elected Delegate to the Convention,

all reasonable measures shall be taken to afford the

members of that base the opportunity to elect a Delegate

to the convention.

I. When the Company combines international and

domestic operations/bases into a single base, or where

the Company combines two bases:

(1) If the unexpired terms of the incumbent Base

Presidents and Vice Presidents are for six (6)

months or less, those Base Presidents and Vice

Presidents shall continue to serve, as Co-Base

Presidents and Co-Vice Presidents, for the balance

of the unexpired terms.

(2) If the unexpired terms of the incumbent Base

Presidents and Vice Presidents are for more than

six (6) months, membership elections for the

President and Vice President of the combined base

shall be held in accordance with this Article VI. The

incumbent Base Presidents and Vice Presidents

shall continue to serve, as Co-Base Presidents and

Co-Vice Presidents, until the NBC certifies the

results of those elections, or a candidate(s) is duly

elected by virtue of being unopposed. The Base

President and Vice President of the combined base

shall take office immediately upon election, for the

balance of the unexpired terms.

(3) If the unexpired terms of the incumbent Operation

Council Representatives (OCRs) are for six (6)

months or less, those OCRs shall serve, as CoBase Council Representatives (BCRs), for the

balance of the unexpired terms.

(4) If the unexpired terms of the incumbent Operation

Council Representatives (OCRs) are for more than

six (6) months, elections for BCRs at the combined

base shall be held in accordance with Article III,

Section 7. The incumbent OCRs shall continue to

serve, as Co-BCRs, until the elections are

completed. The BCRs shall serve for the balance of

the unexpired terms.

APPENDIX 50

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ARTICLE VII ─ HEARINGS AND DISCIPLINARY PROCEDURES 41

ARTICLE VII

H EARINGS AND D ISCIPLINARY

P ROCEDURES

Section 1. GROUNDS FOR CHARGES:

Any member is subject to fine, suspension or expulsion, or 

suspension from or removal from office, for any of the 

following acts:

A. Failure to pay dues, assessments or penalties levied by

the Association;

B. Advocating, or working toward, the displacement of the

APFA as bargaining representative (providing that

advocating, or working toward an affiliation, merger or

federation of the APFA pursuant to Article XII of this

Constitution shall not be grounds for discipline);

C. Willfully acting as a strike breaker during any work

stoppage duly authorized by the Association;

(1) Notwithstanding Section 1.C, above (which provides

as a grounds for charges willfully acting as a strike

breaker during any work stoppage duly authorized

by the Association) APFA shall not process any

charge of willfully acting as a strike breaker during

the November 1993 strike against American

Airlines.

D. Willful violation of a Flight Attendant's Collective

Bargaining Agreement;

E. Theft or embezzlement of Association monies or

property;

F. Willful violation of an express Article of this Constitution,

or of a proper and express written resolution or policy of

the Board of Directors or the Executive Committee;

G. Willfully acting in a manner that causes the Association

to violate its legal obligations; or

H. Willfully bringing charges without reasonable basis

against another member, officer or representative of the

Association, should such charges be dismissed for any

reason by the Article VII Arbitrator designated herein, or

should such charges not be sustained by the Article VII

Arbitrator.

Section 2. FILING OF CHARGES:

A. A charge may be filed by any member in good standing.

All charges shall be filed with the National Secretary and

shall be proffered in writing and shall be specific as to

the alleged act(s) and/or the Article(s) of this Constitution

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42 ARTICLE VII ─ HEARINGS AND DISCIPLINARY PROCEDURES

allegedly violated which constitute the basis of the 

charge(s).

B. The National Secretary shall cause a copy of the

charges to be served upon the accused and the accuser

within seven (7) days following receipt of the charges.

Such notification shall be by registered mail, return

receipt requested to their last known addresses, and

shall furnish the accused and the accuser a description

of all relevant procedures.

C. The National Secretary shall send a copy of all charges

to the Executive Committee and to the Board of

Directors within seven (7) days following his/her receipt

of the charges.

D. Time Limits:

(1) Charges based on Section 1.A through Section 1.F

of this Article VII must be filed within sixty (60) days

after the accuser becomes aware, or reasonably

should have become aware, of the alleged offense.

(2) Charges based on Section 1.G of this Article VII

may not be filed unless and until it has been

determined, in a separate legal proceeding (such as

a lawsuit), that the Association has violated its legal

obligations, or unless and until the Association

settles a legal proceeding brought against it by

furnishing substantial relief to an opposing party.

Charges based on Section 1.G above must be filed

within sixty (60) days after the accuser becomes

aware, or reasonably should have become aware,

of the completion or settlement of the legal

proceeding.

(3) Charges based on Section 1.H of this Article VII

must be filed within sixty (60) days following the

Article VII Arbitrator's decision which gives rise to

such charge(s).

E. The accused and accuser may be represented during

Article VII proceedings by any individual; however, the

APFA will not compensate either party for attorney's

fees.

Section 3. REVIEW OF CHARGES:

At the first regularly scheduled meeting of the Executive 

Committee following receipt of charges by the National 

Secretary, the Executive Committee shall review the charges 

for timeliness, specificity and validity.

A. Should the charges be determined to be timely, specific

and valid, such charges shall then be forwarded by the

National Secretary via registered mail, return receipt

requested to the Article VII Arbitrator designated herein

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ARTICLE VII ─ HEARINGS AND DISCIPLINARY PROCEDURES 43

within seven (7) days following such Executive 

Committee meeting.

B. Charges deemed untimely by the Executive Committee 

will be dismissed without appeal.

C. Charges deemed non-specific by the Executive 

Committee shall be referred back to the accuser. The 

accuser may resubmit, one time only, such charges to 

the National Secretary for review by the Executive 

Committee at its next regularly scheduled meeting 

without affecting the time limits of Section 2.D of this 

Article VII.

D. Charges may be deemed invalid and dismissed if the 

Executive Committee determines that the charges 

address conduct protected by this Constitution and/or by 

law (including the LMRDA Bill of Rights). Charges may 

also be deemed invalid and dismissed if they fail to state 

a proper claim under Section 1 of this Article VII. Should 

such charges be dismissed as invalid, the accuser may, 

within seven (7) days following receipt of notification of 

dismissal by the Executive Committee, appeal to the 

Article VII Arbitrator designated herein. If the Article VII 

Arbitrator determines that the charges are valid, s/he 

shall so advise the National Secretary, the accused and 

the accuser, and the charges will be processed in 

accordance with this Article VII.

Section 4. SUSPENSION FROM OFFICE: 

A. If charges are filed against a national officer or elected 

representative based on Section 1.B, Section 1.C or 

Section 1.E of this Article VII, the Board of Directors may 

determine at any time during the pendency of the 

charges that the alleged conduct giving rise to the 

charges threatens the APFA's vital interests. The Voting 

Board of Directors may then, by two-thirds (2/3) vote, 

suspend the accused's authority as national officer or 

elected representative until the threat is removed or the 

Article VII Arbitrator designated herein resolves the 

charges, whichever occurs sooner.

B. A national officer or elected representative suspended 

pursuant to this section shall be entitled, upon demand, 

to an expedited resolution of the charges, with a decision 

rendered within thirty (30) days following the Board of 

Directors Meeting where the officer or elected 

representative was suspended.

C. If the charges are filed by or against a member of the 

Executive Committee or the Board of Directors, such 

member must appoint an alternate member of the 

Association to participate in the review of the charges as 

Exhibit B APPENDIX 53

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44 ARTICLE VII ─ HEARINGS AND DISCIPLINARY PROCEDURES

provided in Section 3 of this Article VII and, when 

necessary, to participate in the vote regarding the 

suspension of the member of the Executive Committee 

or Board of Directors as provided in this Section 4.

Section 5. APPOINTMENT OF

THE ARTICLE VII ARBITRATOR: 

A. The Board of Directors shall appoint an arbitrator to

resolve all charges filed under this Article VII. The

Article VII Arbitrator, once appointed, shall serve until

s/he resigns or until the Board of Directors determines to

appoint a new Article VII Arbitrator.

B. The Board of Directors may also appoint one or more

alternate Article VII Arbitrators who shall have the

authority to hear and decide particular charges when the

Article VII Arbitrator is not available.

C. C. The Article VII Arbitrator and any alternate Article VII

Arbitrator(s) shall be a person expert in labor law who is

a neutral (such as an academic or professional labor

arbitrator), who has experience as a neutral in

adjudicating internal labor organization disputes, and

who has no other prior or current involvement with the

APFA.

Section 6. JURISDICTION AND AUTHORITY OF

THE ARTICLE VII ARBITRATOR: 

A. The Article VII Arbitrator shall have power to resolve all

charges referred to him/her during his/her tenure.

B. The administrative procedures for handling Article VII

charges shall be included in the APFA Policy Manual.

The Article VII Arbitrator may from time to time propose

changes in these administrative procedures, and such

changes shall become effective and included in the

Policy Manual if they are approved by the Board of

Directors. The administrative procedures to be adopted

shall be in general compliance with American Arbitration

Association rules where practicable, but may not conflict

in any respect with the provisions of this Constitution.

C. The Article VII Arbitrator may, on his/her own motion or

upon motion filed by the accused, declare that charges

are untimely or do not allege a violation cognizable as

charges under this Article VII and thus are dismissed

without the need for hearing.

D. The Article VII Arbitrator may, on his/her own motion, or

upon motion filed by the accused, determine that

charges are not sufficiently specific and that they will be

dismissed unless the accuser amends them to provide

sufficient specificity.

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ARTICLE VII ─ HEARINGS AND DISCIPLINARY PROCEDURES 45

E. The accused may move for summary dismissal of the

charges on the ground that the accuser does not have

evidence sufficient to sustain the charges and thus there

is no need for a full hearing. On receipt of such a

motion, the Article VII Arbitrator shall afford the accuser

an opportunity to identify evidence that would sustain the

charges. If the Article VII Arbitrator concludes, following

that opportunity, that the accuser does not have

evidence sufficient to sustain the charges, the Article VII

Arbitrator may grant summary dismissal of the charges.

F. If at any time during the pendency of the charges, the

Article VII Arbitrator determines (whether on his/her own

motion or the motion of the accused) that the conduct

furnishing the basis for the charges is protected by this

Constitution and/or by law (including the LMRDA Bill of

Rights), the Article VII Arbitrator shall have the authority

to dismiss the charges addressed to such protected

conduct.

G. No ex-parte communication may be had with the Article

VII Arbitrator either by the accused, the accuser or by

the APFA, or any member of the APFA except with

respect to scheduling, location and like administrative

matters.

H. The decision of the Article VII Arbitrator shall be final and

binding upon the accused and the accuser.

Section 7. COSTS:

A. Initial costs of the Article VII proceedings shall be borne

by the APFA in accordance with the provisions of Article

V of this Constitution.

B. In the event a charge is dismissed by the Article VII

Arbitrator, or in the event the Article VII Arbitrator does

not sustain a charge, up to one-half (1/2) of the fees and

expenses of the Article VII Arbitrator and all

administrative costs to the APFA relative to that charge

may be levied against the accuser by the APFA upon

completion of charge proceedings brought under Section

1.H of this Article VII.

C. In the event the Article VII Arbitrator sustains a charge,

costs of the proceedings shall be paid by the APFA and

may be offset by a fine levied against the accused in an

amount determined by the Arbitrator, if a fine was

requested by the accuser.

D. In the event that it becomes necessary to enforce an

Article VII Arbitration award through judicial proceedings,

attorney's fees for those judicial proceedings may be

paid or reimbursed by the APFA to the appropriate party

seeking such enforcement.

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46 ARTICLE VII ─ HEARINGS AND DISCIPLINARY PROCEDURES

Section 8. INTERNAL REMEDIES:

Members, officers and representatives shall exhaust internal 

remedies under this Article VII for a period not to exceed four 

months prior to taking any legal action against members, 

officers or representatives of the APFA with respect to 

matters cognizable as charges under this Article VII.

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ARTICLE VIII ─ REMOVAL OF OFFICERS AND REPRESENTATIVES 47

ARTICLE VIII

R EMOVAL OF O FFICERS B ASE 

R EPRESENTATIVES AND E LECTED 

N EGOTIATING C OMMITTEE M EMBERS

Section 1. REMOVAL OF NATIONAL OFFICERS:

The National President, National Vice President, National 

Secretary or National Treasurer may be removed from office 

by action of the membership.

A. A removal balloting shall be caused to be taken:

(1) within thirty (30) days following a two-thirds (2/3)

majority vote of the Voting Board of Directors, or

(2) by a petition(s) carrying signatures numbering thirty

percent (30%) or more of active members in good

standing. The office of the National Treasurer must,

within thirty (30) days following receipt of such

petition(s), verify that the names on the petition(s)

are of active members in good standing and must

issue written certification to the National Balloting

Committee (NBC) authorizing a special balloting of

the membership to begin no later than thirty (30)

days following such certification.

B. The time limit for the return of the ballots (the balloting

date) shall be thirty (30) days after the sending of the

ballots.

C. In the event that the removal request is for the National

Secretary, the National Treasurer shall assume the

duties of the National Secretary for the purposes of this

Article VIII. In the event that the removal request is for

the National Treasurer, the National Secretary shall

assume the duties of the National Treasurer for the

purposes of this Article VIII. In the event the removal

request is for both the National Secretary and the

National Treasurer, the Executive Committee shall

appoint a person or persons to oversee the procedures

pursuant to A of this Section 1.

D. In any removal balloting, an affirmative two-thirds (2/3)

majority vote by those active members in good standing

who return valid ballots shall be required to remove a

National Officer.

Section 2. REMOVAL OF A BASE REPRESENTATIVE:

A. A Base Representative may be removed from office by

action of the membership at his/her base.

B. A removal petition(s) carrying signatures numbering twothirds (2/3) or more of the active members in good

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48 ARTICLE VIII ─ REMOVAL OF OFFICERS AND REPRESENTATIVES

standing stationed at the base may be submitted to the 

National Secretary.

C. The office of the National Treasurer must, within thirty

(30) days following receipt of such petition, verify that the

names on the petition are of active members in good

standing stationed at the base.

D. Eligibility of the membership to sign the removal petition

shall be in accordance with eligibility requirements as

defined in Article III, Sections 7,C, 7,D or 7,E of this

Constitution.

E. Upon verification of a sufficient number of valid

signatures on the petition, the Base Representative shall

be removed from the position.

Section 3. REMOVAL OF AN ELECTED MEMBER OF A

NEGOTIATING COMMITTEE: 

An elected member of a negotiating committee may be 

removed from office by action of the membership.

A. The removal balloting shall be caused to be taken as

provided in Section 1 of this Article VIII, except that:

(1) the removal petition must carry signatures

numbering thirty percent (30%) of active members

in good standing assigned to the Operation being

represented by the negotiating committee member

(AAL Operation or OAL Operation), and

(2) the removal balloting shall be taken only within the

Operation being represented by the negotiating

committee member (AAL Operation or OAL

Operation).

B. Eligibility of the membership to vote in the removal

balloting shall be limited to those members assigned to

the Operation being represented by the negotiating

committee member (AAL Operation or OAL Operation),

as provided in Article X, Section 5 of this Constitution.

Section 4. REMOVAL PETITION:

A. The removal petition must clearly state the name of the

officer, base representative or negotiating committee

member to be removed at the top of each page of the

petition. The words "THIS IS A PETITION TO REMOVE

(Name of officer, base representative or negotiating

committee member) FROM OFFICE" must be made

clearly visible by the use of capital letters at the top and

bottom of each page.

B. Each member signing a petition must include the date of

signature, and his/her printed name, base, and

employee number.

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ARTICLE VIII ─ REMOVAL OF OFFICERS AND REPRESENTATIVES 49

C. A petition to remove a National Officer shall be

considered valid for one (1) year from the earliest dated

signature or until an election is held for the office in

question, whichever is sooner.

D. A petition to remove a Base Representative shall be

considered valid for six (6) months from the earliest

dated signature or until an election is held for the office

in question, whichever is sooner.

E. A petition to remove an elected member of a negotiating

committee shall be considered valid for one (1) year from

the earliest dated signature or until an election is held for

the office in question, whichever is sooner.

Section 5. RETENTION OF RECORDS:

All removal petitions, ballots, balloting materials, notes and 

records shall be sealed after being verified, counted and 

certified as provided in this Article VIII. This material shall 

remain in the possession of the office of the National 

Secretary for at least one (1) year after the removal balloting 

is conducted in accordance with all appropriate time limits 

required by Federal law.

Section 6. APPEAL:

An officer, base representative or negotiating committee 

member removed pursuant to the provisions in this Article 

shall have no right of appeal, except as to the procedure 

utilized in the removal balloting.

A. An Appeal may be made to the Executive Committee

through the office of the National Secretary.

B. The Executive Committee shall investigate such appeal

and the decision of the Executive Committee with

respect to procedure and remedy, if any, shall be legal

and binding and not subject to reversal by the Board of

Directors.

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50 ARTICLE IX ─ ADMINISTRATIVE AND COMMITTEE POSITIONS

ARTICLE I X

A DMINISTRATIVE AND C OMMITTEE 

P OSITIONS

Section 1. ELIGIBILITY:

A. Only active members in good standing shall be

considered eligible for nomination under the provisions

of this Article.

B. A member nominated for a position as a Regional

Representative pursuant to Section 4 of this Article IX

must have been a member of the APFA for a period of

two (2) or more years, and must previously have served

in at least one (1) of the appointed or elected positions

with the APFA as defined in the APFA Policy Manual.

C. A member nominated for a position as a National Chair

pursuant to Section 5 of this Article IX must have been a

member of the APFA for a period of one (1) or more

years, and must previously have served in at least one

(1) of the appointed or elected positions with the APFA

as defined in the APFA Policy Manual.

D. The APFA Policy Manual may include provisions

concerning credit toward meeting the requirements in B

and C of this Section for service with a flight attendant

union at a carrier other than American Airlines but within

American Airlines Group.

Section 2. NOMINATION AND APPROVAL PROCEDURE:

When it is necessary to fill administrative or committee 

positions as provided for in this Article IX, the following 

procedures shall apply:

A. Membership Notification:

(1) At least sixty (60) days prior to the Annual

Convention, the National Treasurer, via the official

publication of the APFA, shall advise the

membership of the number and type of

administrative and committee positions within the

APFA contained in the proposed budget for the

upcoming fiscal year. Resumes for those positions

may be returned to the National Secretary at any

time prior to the Annual Convention.

(2) The National Secretary shall forward to the

Executive Committee the names and resumes of

those members interested in being considered for

the positions of Regional Representative or National

Chair.

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ARTICLE IX ─ ADMINISTRATIVE AND COMMITTEE POSITIONS 51

(3) The National Secretary shall forward to the Board of

Directors the names and resumes of those

members interested in being considered for

positions on the National Balloting Committee

(NBC) or the Budget Committee.

B. Nomination and Appointment:

(1) At the Annual Convention, following approval of the

budget, the Board of Directors shall nominate and

appoint members to serve on the NBC and the

Budget Committee. The Board shall not be limited

to nominating and appointing members who

returned resumes.

(2) Following the Annual Convention, the National

Treasurer shall notify the Executive Committee and,

if applicable, the newly elected officers, of the

number and type of administrative and committee

positions approved in the budget for the upcoming

fiscal year.

(3) Not later than fifteen (15) days following the start of

the fiscal year, the appropriate National Officer shall

submit to the Executive Committee for confirmation

the name(s) of the nominee(s) for each available

position. The officer shall not be limited to

nominating members who returned resumes.

(4) Confirmation or rejection of the nomination shall be

made by the Executive Committee at its first

meeting following the start of the fiscal year. Such

confirmation shall be subject to approval by the

Board of Directors.

(5) In the event the Executive Committee rejects the

nomination of an individual for a given position, the

appropriate officer shall submit the name of another

nominee for confirmation or rejection by the

Executive Committee.

Section 3. DURATION OF APPOINTMENT:

A. Once appointed by the Board of Directors or confirmed

by the Executive Committee, as appropriate, a member

appointed to an administrative or committee position as

provided in this Article IX shall serve for not less than

two (2) years in conjunction with the terms of the

National Officers, or until his/her successor is appointed,

whichever is later.

B. The duration of appointment is subject to elimination of

or a reduction in the number of administrative or

committee positions caused by action of the Board of

Directors at the Annual Convention, except as provided

in C below.

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52 ARTICLE IX ─ ADMINISTRATIVE AND COMMITTEE POSITIONS

C. Once a member has been appointed to a position as a

Regional Representative, unless appointed as a

replacement Regional Representative pursuant to

Section 9,A of this Article IX, such position may not be

eliminated unless and until the individual serving in such

position resigns or is removed, or has served a minimum

of two (2) years whichever is sooner.

Section 4. REGIONAL REPRESENTATIVES:

A. The duties of the Regional Representative shall include

but shall not be limited to the following:

(1) The Regional Representative shall coordinate with

each President in his/her Region and assist with

those activities as deemed necessary by the

President which affect interpretation of the

Collective Bargaining Agreement(s), grievance

procedures and local policies for all operations at

the base.

(2) The Regional Representative is responsible for

representation of all first level dismissal cases

involving Flight Attendants.

(3) The Regional Representative shall assist in the

preparation of and/or presentation of cases before

the System Board of Adjustment at the direction of

the National Vice President.

(4) The Regional Representative shall initiate and

maintain communication with Company personnel

in his/her Region.

(5) The Regional Representative may assist in the

training of base representatives when deemed

necessary by the National Vice President.

(6) The Regional Representative must coordinate all of

his/her duties with the National Vice President

and/or National President of the Association.

B. Number: In no case shall there be less than one (1)

Regional Representative for each four thousand (4,000)

members, or fraction thereof, on the combined system

seniority list(s) of all airlines whose Flight Attendant

employees are represented by the APFA.

C. Nomination: The National Vice President shall nominate

members to serve in the positions of Regional

Representatives.

Section 5. NATIONAL CHAIRS:

A. Definition and Duties: National Chairs shall organize

and oversee the activities of the respective departments

and/or committees as established and defined by this

Constitution and/or the Board of Directors.

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ARTICLE IX ─ ADMINISTRATIVE AND COMMITTEE POSITIONS 53

B. National Chair positions may include, but shall not be

limited to Scheduling, Safety and Security, Health, Injuryon-Duty, Communications, Hotel, Training, Strike and

Contract.

C. Nomination: The National President shall nominate

members to serve in the positions of National Chairs.

Section 6. NATIONAL BALLOTING COMMITTEE (NBC):

A. Definition and Duties: The National Balloting Committee

(NBC) shall oversee all facets of all elections and

balloting in accordance with the APFA Constitution and

Federal law. The duties of the NBC shall include but not

be limited to:

(1) supervising election and balloting procedures;

(2) determining eligibility of nominees;

(3) overseeing the preparation of ballots;

(4) determining ballot validity; and

(5) certifying results of the balloting to the National

Secretary, with the exception of the contract

ratification procedures provided in Article XI,

Section 2.E of this Constitution.

B. Number: In no case shall there be fewer than four (4)

members of the NBC.

C. Restriction: Members of the NBC may not hold or run for

any other position within the APFA, as defined in this

Article IX, Article III, or Article X of this Constitution.

Section 7. BUDGET COMMITTEE:

A. Definition and Duties: The Budget Committee shall,

under the authority of the National Treasurer, annually

review the financial status of the APFA, its goals as

established by the Board of Directors, and the projected

expenditures for the coming fiscal year. Based on its

findings, the Budget Committee shall, with the

assistance of the National Treasurer, prepare the annual

budget pursuant to the Policy Manual of the APFA.

B. Number: In no case shall there be fewer than three (3)

members of the Budget Committee.

C. Requirements:

(1) At least one (1) member of the Budget Committee

must be a member of the Voting Board of Directors.

The National Treasurer may fill one (1) of the

remaining positions on the Budget Committee.

(2) The proposed budget must be completed not less

than sixty (60) days prior to the scheduled date of

the Annual Convention.

Section 8. OTHER APPOINTMENTS:

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54 ARTICLE IX ─ ADMINISTRATIVE AND COMMITTEE POSITIONS

A. Nothing in this Article shall limit the ability of the Board of

Directors or the Executive Committee to establish other

special or temporary committees and/or positions as

may be deemed necessary to administer the business of

the APFA.

B. National Officers may establish and appoint members to

special or temporary committees and/or positions as

may be deemed necessary to administer the business of

the APFA subject to approval by the Executive

Committee.

C. Administrative personnel may be authorized by a

National Officer to appoint and utilize additional

member(s) to act in a special or temporary capacity to

support the activities of the various departments and/or

committees of the Association.

D. The provisions of Section 2 and Section 3 of this Article

IX shall not apply to these special or temporary

positions.

Section 9. VACANCY:

A. In the event of a vacancy in the position of Regional

Representative or National Chair, the designated officer

shall nominate a replacement to fill the vacant position.

Confirmation or rejection of the appointment shall be

made by the Executive Committee. Once confirmed, the

replacement shall serve until his/her successor is

confirmed.

B. In the event of a vacancy on the NBC or the Budget

Committee, the Executive Committee shall nominate and

appoint an interim replacement member. The interim

replacement member shall serve until the next Annual

Convention. At that time, the Board shall nominate and

appoint a replacement to fill the vacancy and complete

the balance of the unexpired appointment.

C. Interim appointments as provided in this Section 9 shall

not be subject to the membership notification procedures

as provided in Section 2 of this Article IX.

Section 10. REMOVAL:

Any member appointed to a position or committee shall be 

subject to removal by a two-thirds (2/3) vote of the Executive 

Committee; except that members of the National Balloting 

Committee (NBC) and members of the Budget Committee 

may only be removed by a majority of the Voting Board of 

Directors.

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ARTICLE X ─ NEGOTIATING COMMITTEES 55

ARTICLE X 

N EGOTIATING C OMMITTEES

Section 1. ELIGIBILITY:

A. Only active members in good standing shall be eligible to

serve as appointed or elected members of any

Negotiating Committee.

B. Appointed members of the Negotiating Committee for a

Collective Bargaining Agreement negotiated by the

APFA on behalf of Flight Attendant employees of AAL

must have been a member of the APFA for a period of

two (2) or more years, and must previously have served

in at least two (2) of the appointed or elected positions

with the APFA as defined in the APFA Policy Manual.

The APFA Policy Manual may include provisions

concerning credit toward meeting these requirements for

service with a flight attendant union at a carrier other

than American Airlines but within American Airlines

Group.

C. Appointed members of a Negotiating Committee for a

Collective Bargaining Agreement between the APFA and

an airline or airlines other than AAL shall meet the

eligibility requirements as defined in the APFA Policy

Manual.

D. The members of a Negotiating Committee representing a

particular operation (AAL Operation or OAL Operation)

must be assigned to that operation (AAL Operation or

OAL Operation).

Section 2. DEFINITION AND DUTIES:

The APFA Negotiating Committee(s) shall be considered 

standing committee(s) for the purpose of negotiating 

Collective Bargaining Agreement(s) and further, may be 

called upon to assist in the resolution of disputes arising from 

the interpretation of such agreements.

Section 3. TERMS:

A. Members of any Negotiating Committee, both elected

and appointed, shall assume their duties simultaneously,

no earlier than twelve (12) months and no later than six

(6) months prior to the amendable date of the respective

Collective Bargaining Agreement.

B. Members of a Negotiating Committee appointed and

elected to negotiate an initial Collective Bargaining

Agreement between the APFA and an airline or airlines

other than AAL, shall assume office on a date

designated by the Executive Committee, and necessary

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56 ARTICLE X ─ NEGOTIATING COMMITTEES

elections shall be conducted in accordance with the 

provisions of Article VI of this Constitution.

C. Members of a Negotiating Committee shall continue to

hold such positions until their successors have been

elected and/or appointed as applicable.

Section 4. CHAIR OF THE NEGOTIATING COMMITTEE:

A. The National President of the APFA shall be the

recognized Chair of all APFA Negotiating Committees.

The National President is empowered to delegate the

responsibilities of chairing a meeting of the Negotiating

Committee to another individual.

B. The National President shall sign and tentatively accept

all Collective Bargaining Agreements on behalf of the

APFA provided however, that such acceptance shall be

confirmed by the Executive Committee or Board of

Directors, and ratified by the affected membership as

provided for in Article XI, Section 1,D or Section 2,E of

this Constitution.

Section 5. COMPOSITION OF NEGOTIATING

COMMITTEES: 

A. The Composition of the Negotiating Committee for a

Collective Bargaining Agreement negotiated by the

APFA on behalf of Flight Attendants employed by AAL

shall be as follows:

(1) Seven (7) members consisting of:

a. The National President;

b. Six (6) representatives, two (2) who shall be

elected by the membership at large, two (2) who

shall be appointed by the APFA National

President, and two (2) who shall be appointed by

the APFA Board of Directors by a two-thirds (2/3)

affirmative vote of the Voting Board of Directors.

B. In the event that an OAL operation, as defined in Article

I, Section 7,K,2 of this Constitution, is covered or is to be

covered by a Collective Bargaining Agreement

negotiated by the APFA on behalf of the Flight

Attendants employed by AAL, the composition of the

Negotiating Committee for that Collective Bargaining

Agreement, as provided for in A of this Section 5 shall

also include:

(1) Two (2) additional permanent members consisting

of: one (1) OAL Operation representative who shall

be elected by the membership of the OAL

Operation at large, and one (1) who shall be

appointed by a two-thirds (2/3) affirmative vote of

the Voting Board of Directors.

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ARTICLE X ─ NEGOTIATING COMMITTEES 57

C. The composition of the Negotiating Committee for any

Collective Bargaining Agreement between the APFA and

an airline or airlines other than AAL, shall be as follows:

(1) Three (3) or more permanent members consisting

of:

a. The National President or his/her designee;

b. One (1) elected representative from each airline

covered or to be covered by the applicable

Collective Bargaining Agreement, who shall be

elected by the membership of that airline at

large; and

c. One (1) representative from each airline covered

or to be covered by the applicable Collective

Bargaining Agreement. This representative shall

be appointed by the National President.

Section 6. VACANCY:

A vacancy in the position of a Negotiating Committee

member shall be filled using the same procedures described 

in Article X, Section 5.A(1)(b) of this Constitution. If the 

vacancy is for an elected negotiator, an election for that 

position shall be held in accordance with Article VI of this 

Constitution. The National President shall appoint an interim 

negotiator to serve until the election is completed.

Section 7. REMOVAL:

A. An appointed member of a Negotiating Committee may

be removed from his/her position by the appointing

person or body. A removal by the Board of Directors

shall be by an affirmative two-thirds (2/3) vote of the

Voting Board of Directors.

B. An elected member of a Negotiating Committee may be

removed from his/her position by the membership as

provided in Article VIII, Section 3 of this Constitution, or

following the completion of the procedures provided for

in Article VII of this Constitution.

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58 ARTICLE XI ─ CONTRACT RATIFICATION AND STRIKE PROCEDURES

ARTICLE X I

C ONTRACT R ATIFICATION

AND S TRIKE P ROCEDURES

Section 1. RATIFICATION PROCESS:

A. A proposed Collective Bargaining Agreement will be

submitted to the affected membership for approval only

after it has been accepted by a majority vote of the

Negotiating Committee and presented to the Executive

Committee.

(1) Should the Executive Committee reject a proposed

agreement, the Negotiating Committee shall

present the proposed agreement to the Board of

Directors.

(2) The Board of Directors may decide to submit the

proposed agreement to the membership for

approval

B. A decision by the Executive Committee, or the Board of

Directors of the APFA, to submit a proposed agreement

to the membership for approval should not necessarily

be construed to be an endorsement of the merits of the

proposed agreement.

C. The affected membership shall be given the complete

changes to a Collective Bargaining Agreement prior to or

at the start of the balloting period.

D. A proposed Collective Bargaining Agreement shall be

ratified by an affirmative vote by a majority of those

active members in good standing covered by the

applicable Agreement who cast valid ballots. Members

may vote only on those agreements which apply to their

respective airline(s), unless covered under a master

agreement.

E. Balloting:

(1) The sole issue to appear on the secret ballot shall

be the ratification of the Collective Bargaining

Agreement.

(2) The time limit for the return of ratification ballots (the

Ballot Date) shall be not less than thirty (30) days

after the sending of the ballots to the respective

membership.

F. Any letters of agreement or side letters entered into

between an employer and the APFA during or outside of

the Collective Bargaining negotiations which alter the

rates of pay, rules, or working conditions for covered

Flight Attendant employees shall be subject to ratification

by the Executive Committee. If the Executive Committee

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ARTICLE XI ─ CONTRACT RATIFICATION AND STRIKE PROCEDURES 59

determines that the alteration is substantial, such letter 

of agreement or side letter shall be submitted for 

ratification to the membership covered by the applicable 

Agreement pursuant to the procedures outlined in this 

Article XI.

G. Upon ratification by the membership, a Collective

Bargaining Agreement and/or letters of agreement shall

be deemed binding.

Section 2. STRIKE PROCEDURES:

A. The Executive Committee or Negotiating Committee may

recommend a balloting of the membership to authorize a

strike. Any such balloting must be approved by the

Board of Directors.

B. A strike shall be authorized only by an affirmative vote by

a majority of those active members in good standing

covered by the applicable Collective Bargaining

Agreement who cast valid ballots.

C. Such strike authorization shall empower the Board of

Directors to authorize the National President to call a

strike in accordance with the Railway Labor Act.

D. Once a strike has commenced, it may be called off by

the Board of Directors.

E. During a strike, the procedures for voting on a proposed

Collective Bargaining Agreement shall be as follows:

(1) The National President shall call system-wide

membership meetings for the purpose of voting on

a proposed Collective Bargaining Agreement.

(2) The affected membership shall be presented with

the complete changes to a Collective Bargaining

Agreement prior to the balloting.

(3) The Collective Bargaining Agreement shall be

ratified by an affirmative vote by a majority of those

members in good standing covered by the

Agreement present at the membership meetings

who cast valid ballots.

(4) The vote shall be accomplished by secret ballot.

(5) Upon ratification of the Collective Bargaining

Agreement, the National President shall notify the

membership of the conclusion of the strike, and the

complete language of the new Agreement shall be

provided to the membership.

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60 ARTICLE XII ─ AFFILIATIONS, MERGERS, FEDERATIONS OR CHARTERS

ARTICLE XII

A FFILIATIONS , M ERGERS , 

F EDERA TIONS O R C HARTERS

Section 1.

Any action to affiliate, merge or federate the APFA with any 

other labor organization; or to issue a charter; or to organize 

an employee group (except as provided in Section 2 of this 

Article XII) to provide representation to that employee group 

for the purposes of the Railway Labor Act shall be subject to 

prior approval by:

A. a two-thirds (2/3) majority of the Executive Committee,

and

B. a two-thirds (2/3) majority of the Voting Board of

Directors, and

C. an affirmative vote by a majority of those active

members in good standing who return valid ballots.

Section 2.

Any action to organize a Flight Attendant employee group 

that is employed by a subsidiary or affiliated airline owned 

and/or operated by American Airlines Group, or that is 

employed by an independently-owned airline that performs 

flying for or on behalf of American Airlines or American 

Airlines Group, to provide representation to that employee 

group for the purposes of the Railway Labor Act shall be 

subject to prior approval by:

A. a two-thirds (2/3) majority of the Executive Committee,

and

B. a two-thirds (2/3) majority of the Voting Board of

Directors.

Section 3.

Any agreement to affiliate, merge, federate, issue a charter, 

or to represent another employee group shall protect and 

preserve the APFA's right to autonomy in all of its actions; 

and shall protect and preserve the collective bargaining 

relationship between American Airlines and the Flight 

Attendant employees of American Airlines represented by the 

APFA.

Exhibit B APPENDIX 70

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ARTICLE XIII ─ SAVINGS CLAUSE 61

ARTICLE XIII

S AVINGS C LAUSE

Section 1.

Should any part, section, provision or Article of this 

Constitution be rendered or declared invalid by reason of any 

existing or subsequently enacted legislation, or by any final 

decree of a court of competent jurisdiction, such invalidation 

of such part, section, provision or Article of this Constitution 

shall not invalidate any remaining portions, which shall 

continue in full force and effect.

Section 2.

If any part, section, provision or Article of this Constitution is 

invalidated as described above, the Executive Committee is 

empowered, subject to the approval of the Board of Directors, 

to promptly amend the invalidated part, section, provision or 

Article to the limited extent necessary to conform to the 

enacted legislation or final judicial decree which resulted in 

the invalidation. Any such amendment shall preserve, as 

nearly as possible consistent with the law, the invalidated 

part, section, provision or Article.

A. Such amendment shall become effective when adopted

by the Executive Committee and shall remain in effect

until the Board of Directors acts as described in B.

below.

B. At the next Annual Convention or at an earlier special

meeting of the Board of Directors if one is convened, the

Board of Directors shall consider the amendment and

shall either:

(1) decide that the amendment or an alternative

amendment be submitted to the APFA membership

for approval, or

(2) determine that there should be no amendment and

that the Constitution shall remain as is, minus the

invalidated part, section, provision or Article.

C. In the event an amendment is sent to the APFA

membership for approval, the proposed amendment

shall be in effect until the membership approves or

rejects it unless the Board of Directors expressly

provides otherwise.

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