High Planes Aero Club, Inc.
Revision 2.0 - July 1, 2010
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
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
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
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
- All meetings of the members, except as herein otherwise provided,
shall be held at a place to be determined by the President.
- The annual meeting of the Club shall be held during the first week in
May at such time as the Board of Directors shall
- 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.
- 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
- 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.
- At any meeting of the share holders, a quorum shall
consist of one-half of the share holders.
- 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
- 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.
- At the annual meeting of the share holders,
the members shall elect by ballot a Board of Directors as constituted by these
- 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.
- Parliamentary procedures will be followed and minutes will be kept at
Article 4 - Directors
- The powers, business and property of the Club shall be exercised,
conducted and controlled by Board of Directors of 2
- Each Director shall be elected annually from the members of the Club
at the regular meeting of the members.
- 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.
- 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.
- Regular meetings of the Board of Directors shall be called at a time
and place to be determined by the President.
- 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.
- 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.
- 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.
- Each member of the Board of Directors shall serve without any
compensation or reward, except as otherwise provided in these bylaws.
- 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.
- 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.
- 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.
- 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
- The Executive Office of the Club shall have a President,
Secretary, Treasurer and an Aircraft Maintenance Officer (see note * above).
- 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.
- All club officers shall serve without compensation or
Article 6 - President
- 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.
- Only the President or the Treasurer shall be
authorized to sign any checks executed in the name of the Club.
- 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
- 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.
- The Secretary shall perform all duties incident to the Office of the
Secretary, subject to the control of the Board of Directors.
- 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
- 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.
- The Treasurer will provide a quarterly report
of the financial status of the Club to the Board of Directors and to every member.
- 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.
- The Treasurer shall perform all duties incident to the Office of the
Treasurer, subject to the control of the Board of Directors.
- The Treasurer shall also perform such duties connected with the
operation of the club as he may undertake at the suggestion of the President.
- 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
Article 10 Aircraft Maintenance Officer
- The Aircraft Maintenance Officer shall be responsible for maintaining
current information in the logbooks of the aircraft.
- 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 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
- 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.
- The Safety Board shall consist of at least 1 member of
the Club who was not involved in the accident.
- 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
- 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.
- 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
- 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
Part A - Shareholder
- A share holder is an individual who has purchased shares in the
corporation. The number of shares in the corporation give an individual full
voting rights in proportion to the number of shares held.
- Holding of shares in the corporation does not give the share holder
any rights in operating club equipment or participating in club events, nor is
a share holder required to pay monthly dues unless the share holder is also an
active member. Shares of the corporation fall under the treatment of the laws
of the state of Colorado.
- The ability for the corporation to issue new shares of stock is a
decision made by the Board of Directors.
- All new share holders and members must be approved by a
unanimous vote of the share holders.
- New share holders are entitled to purchase only the
minimum amount of shares in the corporation.
- No share holder may sell his or her stock without first
offering it to the corporation under the terms established in Article
Part B- Member
- An active member is an individual who a) owns at least the minimum
number of shares in the corporation as specified in the
Current Rates and Requirements Document,
and b) has applied and been accepted by the membership to have access to club
equipment and participate in club events, and c) has not had his membership
rights revoked by the club.
- A active member must agree to pay minimum monthly dues, hold the
required percentage of ownership in the corporation, and participate in the
minimum agreed upon club events. These events include, but are not limited to,
mandatory participation in plane washes, hangar cleanings, and attendance in a
specified number of club meetings. A member who meets these
requirements is considered to be in good standing. Only a member in good
standing enjoys all the benefits of club membership. A member who fails to meet
the minimum financial and event participation requirements is
considered delinquent and will be subject to remedial action per Article
- An active club member may not operate any club aircraft unless he
or she has met all minimum legal and club requirements for the operation of
that aircraft. Failure to meet operational requirements does not relieve the
member from the obligations of paying established minimum monthly dues and
participation in mandatory club events.
- Inactive members are those members who a) own at least the minimum
number of shares in the corporation as specified in the
Current Rates and Requirements Document,
and b) are not delinquent as defined by these bylaws.
- A member may withdraw from the active club membership upon
notification to the Secretary in writing thirty (30) days in advance.
- Inactive members may participate and vote in club meetings and
activities, but they may not operate club equipment.
- Inactive members will be placed at the top of the list to be
re-instated to active membership after notifying the club officers in writing
of their intent to be re-instated.
3. Delinquent Members
- Delinquent members are those members who are no
longer in good standing due to non-payment of dues, failure to pay for
equipment usage, or for abuse or unauthorized use of any club equipment, or for
any other failure to meet the requirements for a member in
good standing as defined in Articles 14.b.1.1 and
- The board of Directors will vote on removing a
deliquent member from active membership in the club as referenced in
- Funds will be due to cover unpaid monthly dues while
accrued by the delinquent member while he was still an active member.
- The Board of Directors must vote to approve
re-activation of any delinquent member.
4. New Member Admittance
- 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.
- 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.
- The Board of Directors will make the final decision on the
amount of capitalization required per member based on the treasurer's
- 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.
- A member may voluntarily terminate active club membership
in two ways:
- 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
- Notify the Secretary in writing of the intent to sell
all assets in the club.
- 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.
- 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.
- 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.
- A member's request for re-appraisal must be
submitted to the board of directors concurrently with his notification to sell.
- The member must be notified of a board
initiated request within three (3) days of the member's notification to sell.
- 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.
- The re-appraisal must be completed within
thirty (30) days of the member's inital notification to sell.
- All results and methods of the determination
of the re-appraisal must be made public to the club.
- 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.
- 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.
- 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.
- 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.
- The sale of the member's assets will be immediately
executed as soon as an approved prospective shareholder purchases the departing
- 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.
- 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:
- Reduce the appraised value of the club by at least
- Purchase back the departing members shares at the
current share price, or
- Liquidate the club and distribute the monies to all
shareholders based on their ownership percentage.
||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.
- The share holder is free to sell his or her shares to a
third party after the 90 day period is complete.
- Any monies due to the club by the member will be withheld
from the sale proceeds.
- 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.
- 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.
- 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
- 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 15 - Capitalization
- All members are required to contribute to a minimum percentage of
club ownership in the terms of shares of the corporation.
- If the number of shares are insufficient to cover the
capitalization costs of the club then more capital must be raised by either
selling more shares in the corporation or by taking out a loan. Repayment of
this loan may affect monthly dues, and therefore this loan must be approved by
the members. Excess shares will be equally available for sale
to any current share holder.
- A minimum number of shares required will be published on an annual
basis, or they may be recalculated whenever a significant change in membership
occurs (such as a change in the number of members). When the number of minimum
required shares changes, a shareholder may notify the club in writing that he
wishes to sell the shares that exceed the minimum required. The club is then
obligated to buy the excess shares back at the most recent appraised value of
the shares. The shareholder must make this request within thirty (30)
days of the change in the minimum required number of shares.
- Club value is the current value of the assets of the club plus any
cash in reserve accounts or other corporation accounts minus the debt owed by
- Aircraft valuation may be determined by using an aircraft
appraiser, or by the Treasurer using an appraisal service (such as AOPA's
online aircraft appraisal service). Additional valuation may be applied for
items not listed on the appraiser's service based on the equipment's purchase
and installation costs minus the depreciation on the item.
- Non-Aircraft Assets may be appraised by
making a reasonable attempt at estimating the current market value of the
- Upon the sale of an asset the actual cash value generated by the
sale becomes the asset's value.
Article 16 Member Payments
- 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
- 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).
- 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
- 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
||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.
- 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
- 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
Article 17 Club Finances
- 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.
- 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.
- 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.
- 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.
- 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
- 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