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Section 1. Number of Shareholders. The Corporation will be limited to 10 shareholders, each holding equal rights and equal access to the equipment. He or she will be entitled to a vote for each share held.
A shareholder may leave the Corporation by selling his or her share, but current shareholders will have the right of first refusal in the event of such a sale. The proposed new shareholder must be acceptable to a majority of the remaining shareholders.
Section 2. Annual Meeting. The annual meeting of the shareholders shall be held on the first Saturday of May, at 12:00 p.m., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors is not held on the day designated herein for any annual meeting of the shareholders, or at an adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as is convenient.
Section 3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or board of directors, and shall be called by the president at the request of the holders of not less than 50% of all the outstanding shares of the corporation entitled to vote at the meeting.
Section 4. Place of Meeting. The board of directors may designate any place within the State of Washington, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Washington, as the place for the holding of such meeting. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal office of the corporation in King County, State of Washington.
Section 5. Notice of Meetings. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. Mail, addressed to the shareholder at their address as it appears on the records of the corporation, with postage thereon prepaid.
Section 6. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of such outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Section 7. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder of by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy.
Section 8. Voting of Shares. Subject to the provisions of law concerning cumulative voting, each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.
Section 9. Action by Shareholders Without Meeting. Any action required by law to be taken at a meeting of the shareholders, or action which may be taken at a meeting of the shareholders, may be taken without a meeting if consent in writing setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof. The consent shall have the same force and effect as a unanimous vote of shareholders.
Section 1. General Powers. The business and affairs of the corporation shall be managed by its board of directors.
Section 2. Number, Tenure and Qualification. The number of directors of the corporation shall be three. Directors shall be elected at the annual meeting of shareholders, and the term of office of each director shall be until the next annual meeting of shareholders and the election and qualification of his successor. Directors need not be residents of the State of Washington but must be shareholders of the corporation.
Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without notice other than this bylaw immediately after and at the same place as the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution. For regular and special meetings, a quorum shall be the majority of the directors.
Section 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors, and shall be held at the principal office of the corporation or at such other place as the directors may determine.
Section 5. Notice. Notice of any special meeting shall be given at least 48 hours before the time fixed for the meeting, by written notice delivered personally or mailed to each director at their business address. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. Mail so addressed, with postage thereon prepaid, not less than 10 days prior to the commencement of the above-stated notice period. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 6. Vacancies. Any vacancy occurring in the board of director's may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpressed term of their predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.
Section 7. Action by Directors Without Meeting. Any action required by law to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the directors. Such consent shall have the same effect as a unanimous vote.
Section 2. Election and Term of Office. The officers of the corporation to be elected by the board of directors shall be elected annually at the first meeting of the board held following each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until his successor has been duly elected and qualified or until their death or until they resign or are removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 5. Powers and Duties. The powers and duties of the several officers shall be as provided from time to time by resolution or other directive of the board of directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers of corporations similar in organization and purpose to this corporation.
Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. No shareholder shall have the authority to contract or obligate the corporation to the payment of any sum of money in excess of $1,000.00 without the prior consent of the board of directors, excepting treasurer's payment for annual inspection and insurance.
Section 2. Checks. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.
Section 3. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
Certificates representing shares of the corporation shall be in such form as shall be determined by the board of directors. Such certificates shall be signed by the president and by the secretary. All certificates for shares shall be consecutively numbered. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor on such terms and indemnity to the corporation as the board of directors may prescribe.
Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of this bylaw or under the provisions of the articles of incorporation or under provisions of law, a waiver thereof in writing, signed by the person stated therein, shall be deemed equivalent to the giving of such notice.
Section 1. Fixed Expenses. The fixed expenses of hangar rental, insurance, annual inspection and licensing, compliance with airworthiness directives, equipment updates or additions required by changes in regulations, and taxes shall be paid by the shareholders in proportion to the number of shares held. All Airworthiness Directives affecting the equipment will be instituted as soon as notification is received. All equipment required by FARs for flight under IFR conditions and for flight into Class A and B airspace will be installed and maintained. Monthly assessment towards the insurance, hangar and annual will total $750/month plus state sales tax (SST). Any necessary changes shall be recommended by the treasurer and approved by the board of directors.
Section 2. Operating Expenses. Hourly operating expenses shall include such items as 100-hour inspections, oil changes, replacement of tires, brakes, battery and hydraulic fluid; and repair and maintenance of radios, airframe, engine, propeller and accessories. Hourly operating expenses will be accrued at $30/hour plus SST, charged the month after usage by the treasurer based on Hobbs time. There shall be a yearly adjustment based upon estimated operating expenses for the next year, and taking account of any current surplus or deficit.
The treasurer shall establish an overhaul tracking account on the books of the corporation, and shall credit this account monthly at a rate of $20/hour flown. An offsetting entry will be debited against a suspense account in the name of each shareholder at a rate of $20/hour flown by that shareholder. The overhaul tracking account shall not be funded, and the shareholders’ suspense accounts shall bear no interest. In the event of a propeller overhaul, or an engine top or major overhaul, each shareholder shall fund the work first in proportion to the balance in his suspense account, with the residue (if any) divided equally among the shareholders.
The treasurer may collect for and pay shareholders’ personal credit card obligations for fuel, oxygen and parking on an equitable basis agreed by the shareholders. This pass-through service is for the convenience of shareholders only, and the Corporation accepts no liability for such expenditures incurred directly by the shareholders.
Section 3. Liability Insurance. Adequate insurance shall be carried by the corporation to insure, against the reasonably anticipated risk of the operations intended.
Each lessee is responsible to the extent of the deductible amounts under the insurance policies, for any accident caused by their pilot error or maintenance carelessness. Special assessments for extraordinary expenses will be charged to owners on the basis of percentage shares owned and will be approved unanimously by the board.
In the event that the aircraft is irrevocably confiscated by government authority for infraction of law, the lessee legally responsible for the infraction shall reimburse the corporation for the fair market value of the aircraft, less any related insurance payment that may be receivable.
Section 4. Basing. The aircraft shall be based at Paine Field (PAE). Costs attributable to storage, parking, tie-down, or landing fees while the aircraft is being operated away from the base, shall be borne by the lessee so operating. The decision to shift the base of operations from Paine Field requires the unanimous consent of the shareholders.
Section 5. Other Pilots. No other person than the shareholders shall be authorized to operate the aircraft except under a written lease agreement with the express consent of all shareholders, and then only if that person has the experience level required by the insurance policy or policies carried. Excepted from this rule are any Certified Flight Instructor (CFI) in process of training or certified aircraft mechanic permitted to taxi the aircraft.
Section 6. Non-Payment. Any shareholder who has not paid his or her share of expenses within 30 days after notification of payment due will be suspended and will lose voting and flying privileges until payment is made. A shareholder 90 days overdue, having been notified by certified mail, return receipt requested, at least 30 days before the expiration of the 90-day period, will forfeit their right to stock ownership in the corporation, and the corporation may sell the defaulting shareholder's stock, pay all delinquent charges plus all costs and attorney's fees incurred, and pay the balance of the sales proceeds to the terminated shareholder.
Section 7. Scheduling. Aircraft will be scheduled on a first-come, first-served basis using an automated answering service. Multiple day use for long trips should be posted on answering service at least one week in advance as a courtesy to other pilots, and notified by E-Mail. Any reservations more than two weeks long should be coordinated with the other shareholders.
In the event of late returns, a message should also be posted with the answering service so that any waiting pilot will be aware. It is important to note that shareholders place the priority on safe operation of the aircraft above its return at a designated time.
Section 8. Use of Plane. The plane may be taken out of the United States or Canada only with the concurrence of all shareholders, which will not be withheld if the requesting lessee presents evidence of hull and liability insurance arrangements equivalent to those carried in the United States. Insurance will be maintained for Canada insofar as is economical. The plane will not be taken to countries for which the U.S. State Department does not approve passports.
After each use, the lessee using the plane will update the log book, lash the controls if outdoors, secure the seat belts, leave the doors and baggage compartments locked, and lock the aircraft in the hangar.
No lessee will smoke or allow passengers to smoke in the plane.
Section 9. Compliance with Rules & Regulations. The corporation’s aircraft shall at all times be flown and maintained in according with all applicable Federal Air Regulations and requirements of duly constituted authority. Any deficiencies resulting therefrom which cause any civil penalties to be levied, shall be borne by the persons responsible for the violation. In the event that the violation is not directly attributable to the responsibility of the lessee, the cost shall be borne equally.
Adopted March 5, 1999.
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