By-Laws

Article 1 - Purpose

The purpose of this club is to provide high performance, highly available aircraft to its membership at a reasonable price. Members must be co-owners; this increases the pride of ownership and a feeling of responsibility for the assets of the club while at the same time minimizing the operational costs. The club fills a niche between renting and individual ownership, and as such it is not intended to replace the local FBO. The club may also engage in aviation related ventures that enhance the overall aviation experience of the membership.

Article 2 - Methods of Written Communication

To save costs and minimize the time commitments of club administrators, email will be considered the primary notification method for the club. Any reference to "writing", "written" or "mail" in this document will be accomplished through email unless specifically noted. Each member must provide the club with a primary email address. This address will become the members registered email address where all official club communication will be sent. It is the responsibility of the member to check his or her registered email account on a frequent periodic basis. Any changes in the member's registered email address should promptly be reported to the club by written communication to the club secretary at secretary@highplanes.com. Any email communications that change a member's status in any way must be confirmed by the club by sending a confirmation to the member's registered email address. The following email addresses may be used to contact the club officers. The messages will automatically be routed to the person performing the following roles:

The date or time of time of receipt of time sensitive club communications will be determined by email timestamp, postmark, or time of hand delivery to the Secretary or other board member.

The club will also maintain its website at www.highplanes.com. The website will be an important communication link to the membership. Every member must have access to email and web in order to get club information. The website will be updated as often as practical, but email notification will still override any notices or information on the website.

Article 3 – Meetings of Members

1. All meetings of the members, except as herein otherwise provided, shall be held at a place to be determined by the President.
2. The annual meeting of the Club shall be held during the first week in May at such time as the Board of Directors shall determine.
3. Notice of the annual meetings of the share holders shall be given by written notice emailed to each member at his registered email address at least fourteen (14) days before such annual meeting.
4. Special meetings of the share holders may be held at such time and place as the President may determine, or may be called by a majority of the Directors or by written petition of at least 50% of the current share holders. It shall be the duty of the Secretary to call such meetings within thirty (30) days after such demand.
5. Notice of special meeting of share holders, stating the time and in general terms the purpose thereof, shall be given in a like manner as the notice required for the regular annual meetings, if all the share holders shall be present at any gathering, any business may be transacted without previous notice.
6. At any meeting of the share holders, a quorum shall consist of one-half of the share holders.
7. The President, or in his absence the Vice-President, or in the absence of the President and Vice President, a Chairman elected by the members present shall call the meeting to order and shall act as the presiding officer thereof.
8. At every meeting of the share holders, each member's vote will counted in proportion to the number of shares in the corporation that are held by that member. The only exception to this is when voting to suspend a member.. Votes cast by mail will be accepted provided they are received by the Secretary at least 3 days prior to the meeting when the vote is to be taken. Proxy votes in writing will be accepted. Votes sent in by email must be confirmed by the club by sending a reply to the member's registered email address.
9. At the annual meeting of the share holders, the members shall elect by ballot a Board of Directors as constituted by these bylaws.
10. A simple majority vote is necessary for the adoption of any resolution and for the election of a member to the Board of Directors. The majority is to be determined based on numbers of shares voted by share holders that were present at the meeting, or by proxy votes that were received in the required time.
11. Parliamentary procedures will be followed and minutes will be kept at all meetings.

Article 4 - Directors

1. The powers, business and property of the Club shall be exercised, conducted and controlled by Board of Directors of 2 members.
2. Each Director shall be elected annually from the members of the Club at the regular meeting of the members.
3. In case of a vacancy in the Board, the remaining Directors shall fill such vacancy by appointment from the Club membership. If 1 or more vacancies occur at any one time, they shall be filled by vote of the members at a meeting duly called.
4. No later than two weeks after each annual meeting of members, the newly elected Directors shall hold a meeting and organize by the election of a President, Secretary, Treasurer, and Aircraft Maintenance Officer. Any one person may hold more than one of these positions. Other business will be conducted as needed.
5. Regular meetings of the Board of Directors shall be called at a time and place to be determined by the President.
6. Special meetings of the Board of Directors shall be called at any time on the order of the President or on the order of 50% or more of the constituents of the Board of Directors.
7. Notice of special meetings of the Board of Directors stating the time and, in general terms, the purpose shall be mailed or personally given to each Director not later than three days before the day appointed for the meeting. If all Directors shall be present at any meeting, any business may be transacted without previous notice.
8. 2 Directors shall constitute a quorum of the Board at all meetings and the affirmative vote of at least 2 Directors shall be necessary to pass any resolution or authorize any act of the Club.
9. Each member of the Board of Directors shall serve without any compensation or reward, except as otherwise provided in these bylaws.
10. The Board of Directors shall cause to be kept a complete record of all its acts and proceedings of its meetings and to present a full statement at the regular meeting of the members, showing in detail the condition of the affairs of the Club.
11. The Board of Directors may assign to any member any duty or office which the Board deems appropriate and necessary to the conduct of the Club and which is not otherwise expressly provided for in these bylaws.
12. The Board of Directors may engage salaried personnel from outside the Club membership to perform such services in behalf of the Club as the Board deems appropriate and necessary.
13. The Board of Directors shall have the power and authority to promulgate and enforce all rules and regulations pertaining to the use and operation of Club property and to do and perform, or cause to be done and performed, any and every act which the Club may lawfully do and perform.

*Depending on the size of the club, additional officers may be specified in the bylaws or some duties can be combined into one office.

Article 5 - Officers

1. The Executive Office of the Club shall have a President, Secretary, Treasurer and an Aircraft Maintenance Officer (see note * above).
2. The President, Secretary, Treasurer, and Aircraft Maintenance Officer shall be elected by the Board of Directors from their own number at the first meeting after organization of the corporation and thereafter at the first meeting after the regular annual meeting of the members and shall hold office for twelve (12) months and until their successors are elected and qualified.
3. All club officers shall serve without compensation or reward.

Article 6 - President

1. The President shall be the Chief Executive Officer of the Club. He shall preside at all meetings of the Club and the Board of Directors and shall have, subject to the advice and control of the Directors, general charge of the business of the Club, and shall execute with the Secretary, in the name of the Club, all certificates of membership, contracts and instruments other than checks which have been first approved by the Board of Directors.
2. Only the President or the Treasurer shall be authorized to sign any checks executed in the name of the Club.
3. The President shall be responsible to the Board of Directors for the operation of the Club. He shall make and enforce decisions regarding the suitability of all equipment and the qualifications of all members for each type of flight operation. He shall recommend for approval to the Board of Directors all operational rules of the Club and shall report with recommendations all violation of such rules by any member of the Club.

Article 7 – Vice-President

The club will not have a Vice President until the size of the club necessitates this position.

Article 8 - Secretary

1. The Secretary shall keep the minutes of all proceedings of the members and of the Board of Directors in books provided for that purpose. He shall attend to the giving and serving of notices of all meetings of the members and of the Board of Directors and otherwise. He shall keep a proper membership book showing the name of each member of the Club, the book of bylaws, the Club Seal, if any, and such other books and papers as the Board of Directors may direct. He shall execute with the President, in the name of the Club, all certificates of membership, contracts and instruments which have been first approved by the Board of Directors. In the absence or disability of the Treasurer and under the direction of the President he shall execute in the name of the Club checks for expenditures authorized by the Board of Directors. He shall also maintain an appointment book for the operation of the aircraft.
2. The Secretary shall perform all duties incident to the Office of the Secretary, subject to the control of the Board of Directors.
3. The Secretary shall also perform such duties connected with the operation of the Club as he may undertake at the suggestion of the President.

Article 9 - Treasurer

1. The Treasurer, along with the President, in the name of the Club, is authorized to sign all checks for the expenditures authorized by the Board of Directors. He shall receive and deposit all funds of the Club in the bank selected by the Board of Directors, which funds shall be paid out only by check as herein before provided. He shall also account for all receipts, disbursements and balance on hand.
2. The Treasurer will provide a quarterly report of the financial status of the Club to the Board of Directors and to every member.
3. The Treasurer will inform the President on the 10th day of each month if any members are delinquent and notify him when such delinquency plus any fines have been paid.
4. The Treasurer shall perform all duties incident to the Office of the Treasurer, subject to the control of the Board of Directors.
5. The Treasurer shall also perform such duties connected with the operation of the club as he may undertake at the suggestion of the President.
6. The Treasurer will provide the Board of Directors with an assessment of the value of all club assets once per year in the treasurer's annual report. This report must be amended whenever a major change in the capital state of the club has occurred, or when requested by the Board of Directors.

Article 10 – Aircraft Maintenance Officer

1. The Aircraft Maintenance Officer shall be responsible for maintaining current information in the logbooks of the aircraft.
2. The Aircraft Maintenance Officer shall be responsible for maintaining the aircraft in proper operating condition, by or under the supervision of a properly certificated aircraft and powerplant mechanic, and for obtaining all inspections, major overhauls and for compliance with all service bulletins for the aircraft.
3. The Aircraft Maintenance Officer shall be responsible for all papers required to be carried in the aircraft and for the execution of all papers required upon the completion of inspections and major repairs.

Article 11 - Vacancies

If any Office, other than that of President, becomes vacant for any reason, the President shall appoint an interim successor until such time as the Board of Directors shall elect a successor from the membership who shall hold office for the unexpired term. If the Office of President becomes vacant, the Vice-President shall become President and the Board of Directors shall elect a new Vice-President from the membership.

Article 12 – Safety Board

1. A Safety Board shall be designated by the Board of Directors for each aircraft accident involving either a member of the Club or any equipment belonging to the Club, providing such accident resulted in damage to equipment exceeding a sum of (1,000) dollars.
2. The Safety Board shall consist of at least 1 member of the Club who was not involved in the accident.
3. The Safety Board shall take all steps necessary to ascertain the facts, conditions and circumstances for the accident; shall arrive at conclusions regarding the probable cause and the responsibility for said accident; and shall make known to the Board of Directors, and to all parties involved in the accident, its findings in the form of a written report.

Article 13 - Hearings

1. The Board of Directors, upon receipt of the findings of the Safety Board shall offer to all parties involved in the accident the opportunity of a hearing. After the hearing, or if such hearing is waived by all the parties involved in the accident, the Board of Directors shall decide the financial responsibility The decision of the Board of Directors shall be final.
2. The Board of Directors shall not impose financial responsibility on any one member in excess of the deductable amount of the club's insurance policy for any one accident, unless the damage results from a violation which is not covered by insurance carried on the aircraft; then the party responsible for the damage shall be liable for the full amount. Recommendation of the Board should be approved by recorded vote of all Club members.
3. All financial obligations imposed on any member as a result of the decision of the Board of Directors shall be satisfied within thirty (30) days of written notice. Otherwise, in the case of a member, all unsatisfied monies may be deducted from the membership fee, the remainder of which shall be returned to the member with a cancellation of membership in the Club.

Article 14 - Membership

4. New Member Admittance

1. Active members shall be limited to 4 in number for the first aircraft and not more than a total of 6 for any additional aircraft.
2. All club members must own a minimum percentage of the club's assets in the form of shares of the corporation. Ownership is required in order to spread the costs of capitalizing the operation, promote pride of ownership in the club and the aircraft it operates, and to establish that this is an ownership based club and not a commercial flight operation in competition with the local FBO's. The club needs the FBO's help and, therefore, should not operate in such a manner as to antagonize the FBO.
3. The Board of Directors will make the final decision on the amount of capitalization required per member based on the treasurer's assessment report.
4. Upon receipt of the initiation fee and stock purchase, the Club shall issue to each member a stock certificate on a form approved by the Board of Directors.

5. Member Termination

1. A member may voluntarily terminate active club membership in two ways:
   1. The member requests to move to inactive member status as defined in Article B.2. A change to inactive member status is subject to the notification time period specified in that article.
   2. Notify the Secretary in writing of the intent to sell all assets in the club.
   3. The member must specify whether he wishes to remain as an active or inactive member in case there is a waiting period while the club attempts to fill the departing member's slot.
2. If a member notifies the Secretary of the intent to sell all assets, the sale price shall be set at the currently appraised value of the club's assets at the time of the member's notification except as stated in the following paragraph.
3. Either the terminating member or the board of directors may request that a re-appraisal of club assets is accomplished when a member notifies the club of the intent to sell assests.
   1. A member's request for re-appraisal must be submitted to the board of directors concurrently with his notification to sell.
   2. The member must be notified of a board initiated request within three (3) days of the member's notification to sell.
   3. The re-appraisal must be accomplished using the same standard re-appraisal formula that was used to establish the most recent appraised value of the club.
   4. The re-appraisal must be completed within thirty (30) days of the member's inital notification to sell.
   5. All results and methods of the determination of the re-appraisal must be made public to the club.
   6. Once a re-appraisal is completed the member must notify the club Secretary within (10) days of the re-appraisal to confirm or withdraw his request to sell. If the member makes no additional action within the stated time period then the request to sell will be withdrawn.
   7. If the terminating member disagrees with the club's appraisal, then that member and the the board will decide on a mutually acceptable appraiser. The cost of this appraiser will be split between the board and the disputing member.
4. Once the sale price is fixed by either paragraph 2 or 3, the club will attempt to sell the shares to a prospective shareholder at the sale price. The club is not obligated to advertise the shares for sale in any way.
5. Depending on how the member indicated when he notified the club of his intent to sell, he will retain either active or inactive membership status until the actual sale is completed. The member is subject to the priviledges and responsibilities of the status that he selected.
6. The sale of the member's assets will be immediately executed as soon as an approved prospective shareholder purchases the departing member's shares.
7. If there is a waiting list, the shares will be offered to the first individual on the list. If that individual declines to purchase the shares at the stated price the offer will immediately be extended to the second person on the list.
8. If the sale is not completed in ninety (90) days from the date of the fixed price of sale, then the board of directors must do one of the following:
   1. Reduce the appraised value of the club by at least 10%, or
   2. Purchase back the departing members shares at the current share price, or
   3. Liquidate the club and distribute the monies to all shareholders based on their ownership percentage.

      NOTE:

      The departing member must be notified in writing of the new appraised value. The member has the option to withdraw his intent to sell within ten (10) days of such notification.

9. The share holder is free to sell his or her shares to a third party after the 90 day period is complete.
10. Any monies due to the club by the member will be withheld from the sale proceeds.
11. Any individual may retain his shares in the corporation after involuntary termination of membership. This gives the individual full voting rights in the corporation, but the individual does not have any of the rights or priviledges of membership.
12. A member may be removed from active membership status by a two-thirds vote of the board of directors. Ten (10) days notice shall be given to each member who shall have the right to be heard either in person or by counsel at a meeting of the Club called for this purpose. A special vote of the membership will confirm or deny the decision of the board. In this instance the votes will be counted on a per member basis, and not on a per share basis. Each active member will have an equal vote, and no delinquent or inactive members will be allowed to vote.
13. In the event of the death of a member, the Club shall have the first option to purchase from the estate the member's share in the assets of the Club. If a member wishes to name in his/her will a beneficiary of his/her share in the assets of the Club, the named beneficiary must be acceptable to the Club.
14. If an involuntarily terminated member elects to sell his shares in the corporation, the sale is subject to the same terms as any member who voluntarily sells shares in the corporation.

Article 16 – Member Payments

1. Initiation Fees. A person duly elected to the Club as provided for by these bylaws shall be deemed a member upon payment of an initial fee (1,000) dollars. These fees are considered as the cost of assuming a new member, and will not be refunded on termination of membership regardless of whether the termination was voluntary or involuntary.
2. The total fees to join the club will be the capital investment + initiation fee + first months dues (or fraction thereof if member is admitted mid-month).
3. Dues. Each active member shall be assessed monthly dues calculated using the formula shown below, said dues to be payable one (1) month in advance, due on the (15th) day of each month. The monthly dues may be changed from time to time at the discretion of the Board of Directors. The monthly dues will be determined by the board and made publicly available to the club.
4. Hourly Aircraft Rate. The hourly aircraft rates are based on Tach Time (not Hobbs) rounded to the nearest 1/10th hour. The hourly rate shall be determined by the board and made publicly available to the club in the Current Rates and Requirements Document .

   NOTE:

   Tach time is used since it is the most accurate reflection of actual operating costs. Fuel, oil burn, engine and prop overhauls are all based on tach time.

5. Payment. Members must record their time in and time out on the clip boards provided in the hangar near the aircraft. Members will be billed on the 5th of each month for their accumulated hours for the previous month. The hourly aircraft rate may be changed from time to time at the discretion of the Board of Directors.
6. Delinquency. Any member who has failed to pay the dues, hourly aircraft rate charges or any other sum due the Club within fifteen (15) days after said sums shall be due, shall be considered a delinquent member and shall be automatically suspended from flying the Club aircraft and engaging in any other Club activity. A ten percent (10 %) penalty of the delinquent amount shall be charged after one (1) month's delinquency unless the Board of Directors waives the penalty upon a showing of good cause by the member. When a delinquent member fails to pay any sum owed to the Club, or at the discretion of the Board of Directors, to make suitable arrangements with the Board for payment thereof within sixty (60) days of the due date, the member shall automatically be considered as indicating an intention to initiate termination of active club membership.

Article 17 – Club Finances

1. No member may authorize expenditures or otherwise incur financial obligations in the name of the Club except as expressly provided for in these bylaws or other regulations duly promulgated by the Club membership.
2. The Treasurer is authorized to expend Club funds in payment for all normal fixed costs of the Club and all operating costs not in excess of (2,500) dollars. The Treasurer must obtain approval from the Board of Directors for any unusual expenditure and all expenditures in excess of (2,500) dollars.
3. The Maintenance Officer may authorize work on Club aircraft in an amount up to (2,500) dollars without seeking approval from the Board of Directors. The Maintenance Officer must consult with the Treasurer before authorizing any work to determine whether there are sufficient funds to pay for the work.
4. Individual members will be reimbursed for any personal expenditures not in excess of (500) dollars when such expenditures are for club aircraft repairs or maintenance necessary to safely complete a trip back to Airport. If an off-site repair or maintenance action is required that exceeds this amount then the club member must receive authorization from the club maintenance officer, treasurer, or any other officer before the maintenance is performed.
5. No member, officer, Director or any other individual shall obligate the Club to any purchase, repair, service or in any manner in an amount in excess of (10,000) dollars without a vote of approval from the majority of the share holders.

Article 18 - Surplus

The net savings or surplus remaining after all operating costs and other expenses have been paid shall remain in the Club's treasury for the purchase of new equipment, for engine overhaul, for contingencies or for the purpose of reducing the hourly rates for flying as shall be determined by the Board of Directors. The net savings in any event shall not be distributed to the members for their individual use except through the sale of shares in the corporation when the assessed value has increased since the shareholder purchased the shares of the corporation..

Article 19 - Amendments

1. These bylaws may be repealed or amended or new bylaws adopted at any meeting of the members called for that purpose or any regular meeting of the members by a two-thirds majority vote of all share holders.