Silverdale, Washington Owner and Operator of Apex Airport BYLAWS

Revised: 10 October 1985, 10 April 1986 and 15 July 1992

ARTICLE I ORGANIZATION NAME AND OFFICE

The name of the organization shall be Apex Property Owners Improvement Association. The offices of the corporation shall be at the residence of the president or at such other place as is designated by the Board of Directors.

ARTICLE II OBJECTlVES

To Further interest in aviation activities and to provide a facility therefore on a nonprom basis.

ARTICLE III CONSTITUTION

All of the property of the corporation shall belong to the corporation and all entrance fees and other payments shall be the property of me corporation. The corporation shall be solely responsible for the employment of staff, provision of meeting place and all things necessary for carrying on the organization and shall have entire control over all matters of finance in connection with the corporation, except as in these rules otherwise provided. The Board of Directors shall fix, and may from time to time, vary the amount of any entrance fee and/or applicable dues.

ARTICLE IV OFFICERS AND THE BOARD OF DIRECTORS

SECTION 1. The elected officers for the corporation shall be a President, a Vice-President, a Treasurer and two Directors at Large; thls group of officers, each having voice and vote shall be designated as the Board of Directors, and shall be members in good standing, and will be the governing body of the corporation. There shall be a fourth member of the Board who shall be the senior outgoing officer from the previous year, beginning with the President, Vice-President, and Treasurer in that order. He shall have voice without vote except during the absence of one of the elected officers. There shall be a fifth member of the Board appointed by the President to act as Secretary. This individual will be without voice or vote and will be charged with recording the minutes of all corporation meeetings.

SECTION 2. Decisions of the Board of Directors can be overridden by a two thirds majority of those members present at a regularly scheduled meeting.

SECTION 3. Other officers shall be appointed by the President with confirmation by the Board of Directors. All officers shall maintain an 80% attendance at all required meetings.

SECTION 4. Members aspiring to office shall be nominated at the first regular meeting of the year. Elections shall be held at that time, with officers being elected by a majority vote of the members present. Those elected as officers shall assume their duties within 30 days of election and serve for a period of one year.

SECTION 5. An officer of the corporation may be removed for cause by a majority written vote of the members. Such action may be appealed to the board of Directors.

SECTION 6. The Board of Directors shall have the authority to act on any and all matters concerning the corporation except those requiring a vote or as otherwise specifically provided for by the bylaws or regulations of the corporation. Obligations of the corporation must be presented to and approved by the Board of Directors before payment is made. The Board of Directors may approve in advance the payment of routine bills but shall review such payments at the following board meeting. All checks, vouchers or withdrawal slips must bear the signature of the Treasurer and one other member of the board.

SECTION 7. In the event of a vacancy on the Board of Directors, the remaining members of the board shall appoint a temporary officer to serve until the next regular election.

ARTICLE V MEETINGS

Regularly scheduled meetings shall be held on the second Wednesday of January, April, July and October. Special meetings may be called at the discretion of the Board of Directors, or as requested by one or more members and approved by the Board of Directors.

ARTICLE VI SPECIAL COMMITEES

The Board of Directors shall have the power to appoint special committees.

ARTICLE VII ORGANIZATION PREMISES

SECTION 1. Any premises provided by the corporation for the use of the members shall be used at such times and subject to such regulations as the corporation decrees.

SECTION 2. Any premises provided by the corporation shall not be used for gambling or any other unlawful purpose.

SECTION 3. The Board of Directors shall decide during what periods the premises shall be closed and shall give the members reasonable notice.

ARTICLE VIII MEMBERSHIP, CLASSIFCATION AND PRIVILEGES

SECTION 1. Membership shall be classifIed as Regular, Associate and Suspended.

SECTION 2. A Regular Member shall be one who owns real estate with direct access to real estate owned by the corporation, and who holds a Private Pilot Certificate or higher, and who has paid to the corporation an initial membership fee as hereinafter set forth and who is not in arrears in periodic fees and assessments as hereinafter set forth. He shall be tendered all privileges and benefits within the power of the corporation to bestow, including voice and vote in the affairs of the corporation as herein set forth. Each Regular Member shall have one vote, without regard to the area of property owned.

SECTION 3.An Associate Member shall be one who pays monthly fees as established by the corporation for the use of corporation property. Associate members are not entitled to a vote in the affairs of the corporation.

SECTION 4. A Suspended Member shall be one who has been denied any or all privileges of membership in the corporation by a majority vote of the Board of Directors, or who has failed to make timely payment of dues and/or assessments. Dues and assessments shall continue in effect along with any other responsibilities assumed by the general membership.

ARTICLE IX MEMBERSHIP FEES AND DUES

SECTION 1. Membership fees and dues shall be set by the Board of Directors.

SECTION 2. The Board of Directors may adjust fees and dues and/or make partial reimbursements to members in order to insure that all members have an equal capital investment in the corporation.

SECTION 3. Membership fees and dues shall be payable before the tenth day of the month.

ARTICLE X MEMBERSHIP ELIGIBILITY AND APPLICATION

SECTION 1. To be eligible for Regular membership an applicant shall be the owner in fee simple of a homesite or homesites, one boundary of which is in common with a boundary of real estate owned by the corporation or has a boundary in common with a platted taxiway.

SECTION 2. To be eligible for Associate membership an applicant must be an aircraft owner or operator who is ineligible for Regular membership and who has demonstrated to the Board of Directors that he has a bona fide interest in aviation and in the maintenance of corporation facilities.

SECTION 3. Application for Regular membership shall be made on a form established by the Board of Directors which shall include an agreement that the applicant pay an initiation fee and periodic dues and assessments as established by the Board of Directors and an agreement that unpaid dues and assessments may be levied as a lien against the member’s property unless that member wishes to terminate his membership under the rules stated hereafter.

SECTION 4. Application for Associate membership shall be made to the Board of Directors. Upon approval the applicant shall agree to pay the applicable fees as set by the Board of Directors for his use of corporation property

ARTICLE XI MEMBERSHIP TRANSFER

When a Regular or Suspended member sells property which established eligibility for Regular membership, that membership shall pass automatically to the purchaser of the property with all of the privileges and responsibilities of Regular membership.

ARTICLE XII MEMBERSHIP TERMINATION

Should a member wish to terminate his membership in the corporation, he may do so by written request to the Board of Directors. Upon termination, the member shall agree to forfeit all rights and privileges of membership in the corporation. After termination, all fees and dues are the property of the corporation and are not transferable or refundable.

ARTICLE XIII USE OF CORPORATION PROPERTY

Corporation property is for the use of all members and no member may convert corporation property for his own private use or the private use of others except as may be established by the Board of Directors.

ARTICLE XIV REGULATIONS

Regulations deemed necessary shall be adopted by the corporation and have the same force and effect as if published as part of these bylaws.

ARTICLE XV DUTIES OF OFFICERS AND MEMBERS

SECTION 1. It shall be the duty of all officers to conduct the activities of the corporation in a business-like and efficient manner and to safeguard the interest of the corporation at all times.

SECTION 2. The President shall preside at all meetings of the corporation; appoint all committees, acting as an ex-officio member thereon and perform all other duties as properly pertain to his office.

SECTION 3. The Vice-President shall act as President in the absence of that officer. He shall have complete charge of all elections except for that of Vice-President, in which case an officer chosen by the Board of Directors shall preside. In the event of the absence of both the President and Vice-President at any regular or special meeting, the chairman shall be in the sequence the officers are named in the Constitution.

SECTION 4. The Treasurer shall receive all corporation money and maintain a corporation account in a federally insured depository, make all authorized disbursements, and make a quarterly report of his official transactions. He shall conduct correspondence at the direction of the corporation or its officers and perform all other duties that properly pertain to his office.

SECTION 5. The Secretary shall take the minutes of the Board of Directors and of the meetings, make an accurate record of the proceedings and perform all other duties that properly pertain to his office.

SECTION 6. The duties of the Secretary may be combined with those of another Board member.

SECTION 7. The duties of the Board of Directors shall be to act on all matters of policy; to determine fees, monthly dues and assessments; to act in a judicial capacity on violations of corporation rules; to protect the corporation’s interest and safeguard its welfare; to submit its findings and recommendations to the membership for approval; and to audit the records or cause them to be audited and testified thereto.

SECTION 8. The duties of the members shall be to attend all meetings; participate in work parties; to conduct themselves in a proper and fitting manner; to uphold the dignity of the corporation at meetings and on the flying field; to be alert and mindful of the corporation’s interest; to exercise due caution and safety in flying and to observe all state, local, corporation and Federal Aviation Administration flying rules and regulations.

ARTICLE XVI PROPERTY, INSURANCE, LIABILITY AND GENERAL FINANCES

SECTION 1. In the cvent of any damage to any equipment belonging to the corporation, except where provided for elsewhere in the corporation regulations the following rules shall apply: A. Uninsured portions of damage shall be borne by the corporation treasury. B. The Board of Directors has the power to investigate accidents, to penalize one or more members of the corporation for violation of safe practices.

SECTION 2. No member shall do or cause to be done any act or thing which might cause the premiums payable by the corporation in respect of any policy, or policies, of insurance effected by it to be increased, or which may void or invalidate or otherwise jeopardize or prejudicially affect any such policy. Every member shall be deemed to have full notice and knowledge of the contents and terms of such policy or policies which may be inspected from time to time.

SECTON 3. Insofar as the above mentioned insurance policies permit, the corporation will extend to members the protection of such policies against legal liability for injury or damage to third parties (other than members of the corporation) and responsibility for damage to its property caused by any member, unless such injury or damage was directly or indirectly caused by the wrongful or negligent act, default or omission of such member or breach or non-observance by any such member of the corporation rules and regulations, FAA, FCC or other governmental authority, or by the conditions of any policy of insurance held by the corporation, in which case the member shall be liable to the corporation for such injury or damage, and the corporation reserves the right to take legal proceedings to recover from the member in respect thereof.

SECTION 4. No member of the corporation shall make purchases in the name of the corporation except as authorized by the Board of Directors and in no event shall any purchase be made in excess of fifty dollars except by approval of the Board of Directors.

SECTION 5. Any member who is in arrears for more than 30 days is subject to suspension.

SECTION 6. Assessments as determined by the Board of Directors may be made on members of the corporation.

SECTION 7. An audit of the corporation’s financial records by a committee constituted for that purpose by the Board of Directors shall be made at regular intervals not to exceed 12 months.

ARTICLE XVII BREAKAGE OR DAMAGE TO CORPORATION PROPERTY

All breakage or damage to corporation property shall be made good by the member causing the breakage or damage, or in the case of breakage or damage by a visitor, by the introducing member.

ARTICLE XVIII LOSS OR DAMAGE TO MEMBERS PROPERTY

The corporation shall not undertake any responsibility for loss or damage caused by accidents or negligence to articles of value left on corporation premises. All aircraft operating on, and stored on corporation property shall do so at the owners risk.

ARTICLE XIX GUESTS

SECTION 1. All members may introduce guests. Members introducing such visitors shall be responsible for their actions and shall remain with them while they are on corporation premises.

SECTION 2. The corporation has a right to exclude without stating a reason, any stranger or guest who, in their opinion, is an undesirable visitor, whether introduced by a member or not.

ARTICLE XX CORPORATION ADDRESS

No member shall give the name of the corporation in any advertisement or use the address of the corporation in any personal business.

ARTICLE XXI BOUNDS AND LIMITS

SECTION 1. Members are responsible for insuring that no vehicle, other than as necessary for maintenance, is operated within the boundary of the aircraft runway. Only members vehicles may be driven on the taxiways at a speed not to exceed 15 miles per hour.

SECTION 2. Children under the age of 16 years will only be admitted to or allowed on the corporation premises on the understanding that the member introducing them is responsible for seeing that they are continuously under the supervision of an adult.

SECTION 3. Members assume full responsibility for the actions of their children, pets and livestock with regard to corporation property.

ARTICLE XXII REMOVAL OF CORPORATION PROPERTY

Unauthorized or unlawful use of, or removal of corporation property shall be subject to disciplinary action or prosecution.

ARTICLE XXIII SALE OF CORPORATION REAL PROPERTY

The sale or disposal of any portion of corporate real property shall be subject to the following conditions: The sale or disposal must be approved by a 90% majority of the Regular Members present or represented by proxy at a regularly scheduled meeting following a 30 day written notice. Regular Members may vote by written proxy to be received by the meeting chairman (normally, the President) no later than the day preceding the meeting.

AMENDMENTS

The corporation shall have the power to make alteration, additions or amendments to these rules which shall become effective and binding upon acceptance by a two-thirds majority of the members present at a regularly scheduled meeting following a 30 day written notification.

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