AMENDED AND RESTATED BYLAWS OF AIRWAY, INCORPORATED

These amendments and restated Bylaws, made on the date hereinafter set forth by the undersigned, shall supersede all prior Bylaws.

ARTICLE I

PRINCIPAL OFFICE

Section 1. The principal office of Airway, Inc., in the State of Alaska, hereafter referred to as the Corporation, shall be located at 3020 Super Cub Lane, North Pole, Alaska, 99705. The principal office of the Corporation may be changed by the Board of Trustees.

ARTICLE II

FISCAL YEAR

Section 1. The Corporation fiscal year for all intended purposes is 1 May to 30 April.

ARTICLE III

MEMBERSHIP

Section 1. The membership of the Corporation shall consist of regular memberships and associate memberships.

Section 2. Each regular membership shall consist of those persons, spouses and dependent children owning or renting a parcel of property in Airway Subdivision, Airway Subdivision First Addition, and Airway Subdivision Second Addition, who shall pay the annual fees hereinafter designated, and who are interested in furtherance of the aviation interests of the Corporation. Each parcel of property in Airway Subdivision, Airway Subdivision First Addition, and Airway Subdivision Second Addition shall be entitled no more than one (1) regular membership.

Section 3. An associate membership shall consist of a person who is sponsored by a regular membership in good standing, who owns a share of an airplane, ultralight or other aircraft which is based in the subdivision, who shall pay the annual fees hereinafter designated, and who is interested in furtherance of the aviation interests of the Corporation.

Section 4. Associate members shall be entitled to all rights and privileges of regular members, except voting privileges.

Section 5. A regular membership may sponsor no more than one (1) associate membership.

Section 6. Only persons who are regular members or associate members of the Corporation and who have paid their fees, or the guests of such persons, are privileged to make use WrightÕs Airfield for takeoff and landing an airplane, ultralight or other aircraft.

Section 7. Persons shall become regular members or associate members upon paying the appropriate annual fees and upon receiving a receipt from the Corporation.

Section 8. Each regular membership shall have only one vote at a meeting of the members.

Section 9. Membership and the rights and privileges of a regular member or associate member shall not be assignable.

ARTICLE IV

COMMERCIAL ACTIVITIES

Section 1. The use of an airplane, ultralight, other aircraft or WrightÕs Airfield for commercial, business or other revenue generating activities shall be prohibited. Such activities include, but are not limited to: guiding, outfitting, sightseeing, and transportation of passengers associated with a business related activity.

ARTICLE V

GOVERNMENT

Section 1. BOARD OF TRUSTEES: The general management of the affairs of the Corporation shall be vested in the Board of Trustees who shall be elected as provided in Article VII, Section 1 of these Bylaws. There shall be seven (7) members of the Board of Trustees. Trustee positions shall be consecutively numbered.

Section 2. OFFICERS: The officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer elected by the Board of Trustees as provided in Article VII, Section 3 of these Bylaws. The Secretary and Treasurer may be one person.

Section 3. PRESIDENT AS COMMITTEE MEMBER: The President shall be a member ex-officio of all committees.

ARTICLE VI

MEETINGS

Section 1. ANNUAL MEETING OF THE MEMBERS: The annual meeting of the members of the Corporation shall be held subject to the call of the President of the Corporation. The notice of the time and place of the annual meeting shall be mailed to each regular member by the Secretary at least ten (10) days prior thereto.

Section 2. SPECIAL MEETINGS OF MEMBERS: Special meetings of members may be called by the President at any time on his or her initiative, or within thirty (30) days by the President or Secretary upon request of five (5) regular members to such officer made in writing. Notice of the special meeting shall be mailed to each regular member by the Secretary at least ten (10) days prior to the meeting, and at such special meeting there shall only be considered such business as is specified in the notice of the meeting.

Section 3. QUORUM FOR MEETINGS: At all meetings of the Corporation, either regular or special, a majority of all regular members in good standing shall constitute a quorum. Regular members unable to attend the annual meeting may give their written proxy to another member for the purpose of representing the absent regular member at the annual membership meeting.

Section 4. LACK OF QUORUM: If a quorum is not present, the presiding officer will adjourn the meeting to a day and hour fixed by him or her.

Section 5. ORDER OF BUSINESS: At all meetings of the membership the order of business shall be set by the President.

Section 6. MEETINGS OF THE BOARD OF TRUSTEES: Meetings of the Board of Trustees shall be called by the President on his or her initiative whenever in his or her judgment it may be deemed necessary, or by the Secretary upon the request of any two (2) members of the Board of Trustees. However, the Board of Trustees shall meet at least once quarterly of each year.

Section 7. NOTICE OF MEETINGS OF THE BOARD OF TRUSTEES: Notice of meetings of the Board of Trustees shall be given all members by the Secretary at least forty-eight (48) hours in advance of the meeting, in a manner deemed most likely to give the members notice of the meeting.

Section 8. QUORUM FOR BOARD OF TRUSTEES MEETING: A majority of the Board of Trustees shall be present at a meeting to constitute a quorum. Board members unable to attend a Board of Trustees meeting may give their written proxy to another board member for the purpose of voting only.

ARTICLE VII

ELECTION OF BOARD OF TRUSTEES AND OFFICERS

Section 1. ELECTION OF BOARD OF TRUSTEES: The trustees of the Corporation shall be elected at the annual meeting. Board members filling the even numbered positions will be elected during even numbered years and members filling odd numbered positions will be elected during odd numbered years. Each active regular member shall be entitled to one vote for each trustee position to be filled. Each position shall be voted upon separately and the candidate receiving a majority of the votes for each position shall be declared elected.

Section 2. TERM OF TRUSTEES: Trustees will be elected for a two (2) year term.

Section 3. ELECTION OF OFFICERS: The Board of Trustees shall elect from their number a President and a Vice-President, and shall elect from the entire membership a Secretary and a Treasurer. If the elected Secretary and/or Treasurer are not members of the Board of Trustees they shall be ex-officio members of the Board of Trustees, without voting privileges. The meeting of the Board of Trustees to elect officers shall be held within one month following the annual meeting of the members. Officers elected shall hold office until new officers are elected.

Section 4. TERM OF OFFICERS: The term of all officers shall be one (1) year.

ARTICLE VIII

VACANCIES IN OFFICE

Section 1. If a vacancy occurs among the offices Vice-President, Secretary, Treasurer or in the Board of Trustees, a successor shall be selected by the Board of Trustees to fulfill the unexpired term.

Section 2. If a vacancy occurs in the office of the President, the Vice-President shall assume the office of the President and shall hold that office until a President is elected at the next meeting of the Board of Trustees.

ARTICLE IX

DUTIES OF OFFICERS

Section 1. PRESIDENT: The president shall preside at all meetings of the Corporation and of the Board of Trustees and shall appoint such committee as he or she considers expedient or necessary.

Section 2. VICE-PRESIDENT: In the absence of the President. the Vice-President shall perform the duties of the President.

Section 3. SECRETARY: The Secretary shall keep the minutes of all meetings of the membership and the Board of Trustees and shall, if requested, read such minutes at the close of each meeting for approval; shall mail out all notices for meetings to the membership; shall notify the members of the Board of Trustees of proposed meetings; and shall perform such other duties as may be required of him or her by the Bylaws, the President or the Board of Trustees.

Section 4. TREASURER: In the absence of the President and the Vice-President, the Treasurer shall assume the duties of the President. The Treasurer shall have charge of all receipts and moneys of the Corporation; deposit all moneys of the Corporation in the name of the Corporation in a bank approved by the Board of Trustees; disperse funds as ordered or authorized by the Board of Trustees; keep accurate account and collect application fees, dues and charges due from regular members and associate members; keep regular accounts of all receipts and disbursements, and shall submit a record of all receipts and disbursements to the Board of Trustees when requested; provide an itemized statement of all receipts and disbursements at regular meetings of the members; and submit checks and withdrawal slips on behalf of the Corporation, upon any and all of its bank accounts.

Section 5. EXECUTION OF INSTRUMENTS: The President or the Vice-President shall, on be so directed by the Board of Trustees, sign all leases, contracts or other instruments in writing.

ARTICLE X

DUTIES AND POWERS OF BOARD OF TRUSTEES

Section 1. MANAGEMENT OF THE CORPORATION: The Board of Trustees shall have general charge and management of the affairs, funds and properties of the Corporation. The Board of Trustees shall have full power, and it shall be the BoardÕs duty to carry out the purposes of the Corporation according to the Articles of Incorporation and Bylaws; to determine whether the conduct of any regular member or associate member is detrimental to the welfare of the Corporation; to fix a penalty for conduct detrimental to the welfare of the Corporation or such misconduct or any violation of the Bylaws or rules adopted by the Board of Trustees (up to and including revocation of membership); to vote the expenditure of moneys as it deems necessary or advisable; and to contract such facilities as are necessary for the use of the regular members and associate members.

Section 2. RULE MAKING: The Board of Trustees shall maintain the Airfield Rules concerning conduct of the regular members, associate members and guests, and the use of the Corporation easement property; and define and limit the use of the airfield by the regular members, associate members, and invited guests not inconsistent, however, with anything set forth in these Bylaws.

Section 3. APPOINTMENT OF COMMITTEES: The Board of Trustees may appoint such committees as it deems necessary.

Section 4. AUTHORITY TO IMPOSE LIABILITY ON MEMBERS: The Board of Trustees shall not impose any liability or levy any assessment upon the regular members or associate members unless voted upon by the membership at a regular or special meeting duly called at which a quorum of the regular members are present.

ARTICLE XI

COMPENSATION OF TRUSTEES AND OFFICERS

Section 1. Neither the officers, trustees, nor any member serving on committees shall receive any salary or compensation for services rendered toward the administration of the Corporation.

Section 2. The Board of Trustees may establish a policy of compensation of members for airfield and Corporation facilities maintenance.

ARTICLE XII

ANNUAL FEES

Section 1. MEMBERSHIP FEES: The Board of Trustees shall be empowered to modify the annual membership fees based on the financial needs of the Corporation. Only one (1) annual membership fee shall be assessed each membership. The annual membership fees for all types of memberships shall be published in the Airfield Rules.

Section 2. PAYMENT OF MEMBERSHIP FEES: The annual membership fee shall be payable by all regular members and associate members on or before the first day of May of each year. It shall be paid to the Secretary and/or Treasurer.

Section 3. LOSS OF PRIVILEGES/MEMBERSHIP: Any regular member or associate member whose fees are unpaid on the first day of June of any year shall not be entitled to the use of the airfield or facilities owned by or under the control, lease, or contract of the Corporation until such fees are paid to the Secretary or Treasurer. The family and guests of such unpaid members shall be barred likewise from such privileges.

ARTICLE XIII

AIRFIELD RULES

Section 1. Airfield Rules shall mean and refer to the General Operating Rules for WrightÕs Airfield adopted by the Board of Trustees for the regulation and management of the airfield.

Section 2. The sponsor of an associate member is responsible to assure the associate memberÕs compliance with Airfield Rules.

ARTICLE XIV

NOTICES

SECTION 1. All notices to regular members and associate members shall be mailed to their addresses as given on the books of the Corporation, and such mailings shall constitute presumptive evidence of service.

ARTICLE XV

AMENDMENTS

Section 1. These Bylaws may be amended only by a majority vote of the members of the Board of Trustees that are present at a regular or special meeting and provided notice of the proposed amendment has been stated in the call for the meeting. Regular members shall be notified of each amendment to the Bylaws and at the next annual meeting the membership may vote to ratify or revoke the amendment by a majority vote.

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