By-Laws

Revised August 6, 2005

ARTICLE I – PURPOSES

Section 1. The purposes of the Club shall be:

1. To own or lease and maintain one or more air­craft for the use of members of the Club.

2. To acquire, own, hold, lease, sell, pledge, mort­gage, or otherwise dis­pose or any property, real or person­al, necessary to the operation of the Club.

3. To promote and encourage flying by its members and to lower flying costs for them.

4. To promote club training programs for its members in order to enable them to maintain their flying proficien­cy.

5. To encourage people to become inter­ested in flying.

6. To acquire, preserve, and distribute educa­tional material of value to its members.

ARTICLE II – MEETINGS OF MEMBERS

Section 1. Place of Meetings
All meetings of the mem­bers, except as herein otherwise pro­vided, shall be held at a time and place to be determined by the Presi­dent with the approval of the Board of Trust­ees.

Section 2. Annual Meetings.
The Annual Meeting of the Club shall be held during the first week in Decem­ber at such time and place as determined by the President with the ap­prov­al of the Board of Trustees. At such meeting, the mem­bers shall elect a Board of Trustees as constitut­ed by these By-Laws, and transact such other busi­ness as may come before the meeting.

Section 3. Special Meetings.
Special meetings of the mem­bers may be held at such time and place as the Presi­dent may deter­mine, or as may be called by a majori­ty of the Board of Trustees or by written petition of 20 per­cent or more of the total members of the Club in good standing.

Section 4. Notice of Meetings.
Regular monthly meet­ings of the Club may be held without no­tice once the time and place for such meetings has been established by the Board of Trustees by giving the same notice as re­quired for a special meeting. If the time or place for regular­ly scheduled meetings shall change, the same notice as for a special meeting shall be given to Club members. Written notice of any spe­cial meeting shall be given, either per­sonally or by mail, to each member enti­tled to vote at the meeting at his last known place of business or resi­dence at least 10 but not more than 60 days before the date of the special meeting.

Section 5. Quorum.
At any meeting of the members, a quorum shall consist of the lesser of one-third of the members or 10 members.

Section 6. Conduct of Meetings.
The President, or in his absence, the Vice-President, or in the absence of the President and Vice-Presi­dent, the Secretary, or in the absence of the President and Vice-President and Sec­re­tary, the Treasurer, shall call the meeting of the mem­bers to order and shall act as the presiding officer thereof.

Section 7. Voting.
At every meeting of the members, each member shall have one vote. Unless other­wise re­quired by law or the Certifi­cate of Incorporation of the Club or spec­ified by these By-Laws, a majority vote of the mem­bers present and voting is neces­sary for any action. Such votes may be cast in person or by proxy; provided, however, that a proxy shall be valid only for the meeting and action to be consid­ered at such meeting for which such proxy is given as specified there­on. The Board of Trustees, in its discretion, or the officer of the Club presiding at any meet­ing of the Club, in his or her discretion, may require, and any member shall have the right to require, in any vote for election of Trust­ees, that any votes cast at such meeting shall be cast by written ballot provided such demand is made prior to the commencement of the meeting at which such vote is to be taken.

ARTICLE III – TRUSTEES

Section 1. Authority
The business, property and activ­ities of the Club shall be exercised, conducted and controlled in conformity with these By-Laws by a Board of Trustees. The Board of Trustees shall have the power and authority to promulgate and enforce rules and regulations pertain­ing to the use and operation of Club aircraft and to do and perform, or cause to be done and performed, any and every act which the Club may lawfully do and perform.

Section 2. Number and Election.
The Board of Trust­ees shall consist of the President, Vice-President, Secre­tary and Treasurer of the Club and three (3) addi­tional Trust­ees. An aircraft mainte­nance officer for the Club shall be ap­pointed by the Board of Trustees either from its own membership or from the mem­bership at large, who shall be a non-vot­ing, ex offi­cio member of the Board of Trustees.

Except as provided in Section 3 below, each officer and Trustee shall be elected annually at the Annual Meeting of the members, from the membership of the Club, shall be installed at the Annual Meeting, and shall serve until the next Annual Meeting and until his succes­sor is elect­ed and qualified, or until his earlier resig­nation or removal. Any officer or Trustee may resign at any time upon notice to the Club.

Section 3. Vacancies.
In case of a vacancy on the Board, the remaining Trustees shall fill such vacancy by ap­pointment from the Club membership; provided, howev­er, that if three or more vacancies exist at any one time, they shall be filled by vote of the members of the Club at a meeting of the Club.

Trustees so chosen shall hold office until the next Annual Meeting and until their successors are duly elect­ed and qualified, or until their earlier resignation or removal.

Section 4. Meetings.
Regular meetings of the Board of Trustees may be held without notice at such time and at such place as may from time to time be determined by the Presi­dent. Special meetings of the Board of Trust­ees may be called at any time and place on the order of the President or on the order of any two other Trustees. Notice of a special meeting of the Board of Trustees stating the time and place and, in general terms, the purpose of the meeting shall be given, if by mail, at least three days before, or if in person or by telephone, not later than the day before, the day appointed for the meeting. If all Trustees shall be present at any meeting any business may be transacted without previous notice unless a Trustee prior to the conclusion of the meeting protests the lack of notice of the meet­ing. Special meetings of the Board of Trustees may be held without notice at the time of, or immediately following, a mem­bership meeting.

Section 5. Quorum.
Three (3) Trustees shall con­sti­tute a quorum of the Board of Trustees for the transaction of business at all meet­ings and the affirma­tive vote of a majori­ty of Trustees present at any meet­ing at which there is a quorum shall be an act of the Board of Trust­ees.

Section 6. Actions of Board.
Unless otherwise pro­vided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting, if all the mem­bers of the Board of Trustees or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Trustees or committee.

Section 7. Record of Proceedings.
The Board of Trust­ees shall cause to be kept a complete record of all its acts and proceedings of its meetings and present a full state­ment at the regular meetings of the mem­bers.

Section 8. Committees.
The Board of Trustees may desig­nate one or more committees, each committee to consist of one or more of the trustees of the Club. Any committee, to the extent allowed by law and provided in the resolu­tion establishing such commit­tee, shall have and may exercise all the powers and authority of the Board of Trustees in the management of the business and affairs of the Club. Each committee shall keep regular minutes and report to the Board of Trustees when re­quired. The Board of Trust­ees or the President may also establish Club committees which may contain members who are not members of the Board of Trustees provided that such com­mittees do not exercise powers that are those of the Board of Trust­ees alone.

ARTICLE IV – OFFICERS

Section 1. General.
The officers of the Club to be elect­ed by the members of the Club at the Annual Meeting shall be a President, a Vice President, a Secre­tary and a Treasur­er. Each offi­cer of the Club elect­ed at an Annual Meet­ing shall hold office until the next Annu­al Meeting and until his or her suc­cessor is duly elected and quali­fied, or until ear­lier resigna­tion or removal. Any offi­cer elected by the Club members may only be removed, with or with­out cause, by the affirma­tive vote of a majority of the members of the Club in good standing, but the authority of an officer to act as such may be suspended by the Board of Trustees for cause. Any vacancy occurring in any office of the Club shall be filled by the Board of Trustees. Any officer may resign at any time.

Section 2. President.
The President shall be the Chief Executive Officer of the Club and shall preside at all meetings of the Club and the Board of Trustees. The President shall have general supervision of the business and activities of the Club and shall see that all orders and resolutions of the Board of Trustees are carried into effect. The President shall execute with the Secretary in the name of the Club all contracts and other instru­ments of the Club which have been first approved by the Board of Trustees, provided that the other officers of the Club may sign and execute documents when so autho­rized by these By-Laws, the Board of Trust­ees or the Presi­dent. The President shall be responsible to the Board of Trustees for the operation of the Club. Unless otherwise directed by the Board, the President shall make and enforce decisions regarding the suitabili­ty of all equipment and operation and he shall recommend for ap­proval to the Board of Trustees all operational rules of the Club and report with recommendations all violations of such rules by any member of the Club. The President shall also per­form such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Trustees.

Section 3. Vice President.
At the request of the Presi­dent or in his or her absence or in the event of his or her inability or re­fusal to act, the Vice-Presi­dent shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-President shall perform such other duties and have such other powers as the Board of Trustees from time to time may prescribe.

Section 4. Secretary.
The Secretary shall attend all gener­al meetings and meetings of the Board of Trustees and shall perform all duties incident to the office of the Secretary, subject to the control of the Board of Trust­ees. The Secretary shall keep a proper membership book showing the name and address of each member of the Club, the By-Laws of the Club, the Club seal, and such other books and papers that the Board of Trustees may direct and shall see that all books, re­ports, statements, cer­tificates and other documents or records required by law to be kept or filed are properly kept or filed, as the case may be. The Secretary shall execute, with the President, in the name of the Club, all documents and instruments which have been first approved by the Board of Trustees. The Secretary, in case of the absence, disability or unwillingness to serve of the President and Vice-President, shall be vested with all the powers and shall per­form the duties of the Presi­dent.

Section 5. Treasurer.
The Treasurer shall have the custo­dy of the Club’s funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Club and shall deposit all moneys and other valu­able effects in the name and to the credit of the Club in such deposito­ries as may be designated by the Board of Trustees. The Treasurer shall disburse the funds of the Club as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements, and shall render to the President and the Board of Trust­ees, at its regu­lar meetings, or when the President or Board of Trustees so requires, an account of all transac­tions made as Treasurer and of the financial condition of the Club. The Treasurer shall perform all other duties incident to the office of the Treasurer, subject to the control of the Board of Trustees.

Section 6. Aircraft Maintenance Officer.
The Air­craft Maintenance Officer shall be respon­sible for all papers required to be car­ried in Club aircraft, including the main­tenance of current information in the logbooks of each Club aircraft and for the execution of all papers required upon the completion of inspections and major re­pairs. The Aircraft Maintenance Officer also shall be responsible for maintaining Club aircraft in proper operating condi­tion, by or under the supervision of a properly certificated aircraft and engine mechanic, and for obtaining all checks, inspections, major overhauls and compli­ance with all service bulletins for such air­craft.

Section 7. Other Officers.
The Club may have such other officers, including one or more Chief Pilots, Safety Officers and Schedul­ing Officers, as the Board of Trust­ees may choose, who shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Trust­ees. The Board of Trustees may delegate to the President of the Club the power to choose such other officers and to pre­scribe their respective duties and powers.

ARTICLE V – SAFETY BOARD; INCIDENTS AND ACCIDENTS

Section 1. Composition; Duties.
The President, with the consent of the Board of Trustees, shall appoint each January a Safety Board consisting of three members who shall serve for the term of one year and until their successors are appointed or until their earlier removal or resignation. The Safety Board shall have the respon­sibility for promoting flying safety and related subjects and shall investigate promptly each aircraft incident or accident involv­ing either a member of the Club or any equipment belonging to the Club. If one or more members of the Safety Board are involved in an incident or acci­dent, an alternate or alternates shall be appointed by the President to investigate the inci­dent or acci­dent.

Section 2. Grounding.
The President and any one member of the Safety Board together may ground any member from flying any Club aircraft following any inci­dent or acci­dent until the Safety Board has completed its investiga­tion and report and the Board of Trustees has acted thereon.

Section 3. Investigations and Reports.
The Safety Board shall take all steps necessary to ascertain the facts, conditions, and cir­cumstances of the incident or acci­dent, shall determine the probable cause and the respon­sibility for said accident and shall deliver to the Board of Trustees and to all members involved in the accident its findings in the form of a written re­port.

Section 4. Hearing; Determination.
The Board of Trust­ees, upon receipt of the findings of the Safety Board, shall offer to the mem­ber(s) involved in the incident or acci­dent the opportunity of a prompt hearing. After the hearing, or if such hearing is waived by all members involved in the incident or accident, the Board of Trust­ees shall determine what action, if any, shall be taken against the members in­volved, which may include one or more of the following: (i) removal from the Club, (ii) grounding for a specified period of time, (iii) comple­tion of a specified training program or checkride, (iv) as­sessment for damages sustained by Club aircraft or to other property as provided in Section 5 below.

Section 5. Financial Responsibility.
In the event of an accident or incident for which any member is deemed responsible for damage to Club aircraft or other proper­ty, the mem­ber’s liability shall be limited to the de­ductible amount under the insurance policy for such aircraft and such member shall be responsible for the return of the aircraft to its home base; provided, how­ev­er, if the accident or incident occurs as a result of violation of Club operating rules or procedures or the Federal Avia­tion Regulations, the member may then be assessed the full costs to the Club from such accident or incident. All financial obligations imposed on any member as a result of the decision of the Board of Trust­ees shall be due within 30 days of written notice there­of.

ARTICLE VI – MEMBERSHIP AND CHARGES

Section 1. Application and Entry.
All prospec­tive mem­bers of the Club shall first be inter­viewed by the Board of Trustees to deter­mine their flying qualifi­ca­tions and com­patibility with the other members of the Club before being presented, with a recom­mendation from the Board of Trustees, to the members of the Club for a vote on their admission. A prospective member will be admitted to the Club provided not more than two members vote against admis­sion. Notwithstanding the foregoing, the Board of Trustees may determine to limit the number of members in the Club in order to ensure proper avail­ability of Club aircraft to present Club members.

Section 2. Equity.
A person duly elected to the Club as hereinbefore stated shall become a Club member only upon payment of the initial membership amount (“equity”) currently required for membership as deter­mined from time to time by the Board of Trustees. Upon withdrawal from Club membership, a member shall receive only that amount of equity that he has contributed to the Club.

Section 3. Probation Period.
Notwithstanding Section 5 below, during the first year (365 days) of Club member­ship, each new member shall be sub­ject to removal by the Board of Trustees for just cause.

Section 4. Withdrawal.
A member wishing to withdraw from the Club shall notify the Secretary of such inten­tion and such withdrawal shall be effective upon the Club’s return of the member’s equity in the Club to such member, which shall occur within seven (7) days of the payment of equity to the Club by a new prospective member who is accepted for membership in the Club. Until such time that equity is returned, members shall enjoy all rights, privileges, and obligations of membership; including, but not limited to, payment of monthly dues and assessments. Notwithstanding the foregoing, the Board of Trustees, in its sole discretion, in extraordinary circumstances, may return a withdrawing member’s equity in the Club prior to there being a replacement for the withdrawing member if such return of equity does not jeopardize the financial condition of the Club. Requests for withdrawal from the Club will be acted on in the order submitted to the Secretary; provided, however, that a member providing a replacement member shall have precedent over those seeking withdrawal who are not so providing a replacement.

Section 5. Expulsion.
A member may be expelled by a major­ity vote of the members present at any regular or special meeting of the members, provided notice of inten­tion to seek such expulsion is given in writing to all members at least 10 days before such meeting. The member affected shall have the right to be heard either in person or by counsel. A member dropped or expelled form membership shall nevertheless be obligated to the Club for any sums owed, and these may be collected by suit in any court of proper jurisdiction. Such mem­ber’s equity shall be credited to him, and if in excess of any obliga­tions owed the Club, the balance shall be paid in accor­dance with the provisions of Section 2 here­of.

Section 6. Charges.
Each member shall be assessed month­ly fixed charges in an amount to be fixed by the Board of Trustees which shall also fix charges for flying time. Fixed charges and charges for flying time shall be pay­able within 15 days after billing. Any member, who has failed to pay any sums due the Club within 60 days after said sums shall be due, may be suspended from flying Club aircraft by the Club Treasurer and shall be considered a member not in good standing while such suspension is in ef­fect. If a member fails to pay any sum owed to the Club within 60 days after the date due, a finance charge of 1.5% per month will be assessed. In addition, the board may drop the member from membership and his equity disposed of in accordance with Section 2 and 5 hereof.

Section 7. Operating Rules and Regulations.
Each member shall comply with such operating rules and regula­tions as are established from time to time by the Board of Trust­ees which shall govern the use of Club air­craft.

Section 8. Alumni/Alumnae Members.
Members of the Club who have withdrawn from Club member­ship but wish to remain affiliated with the Club may request the Board of Trust­ees to be considered alumni/alumnae members of the Club. Such members may attend Club meetings but shall have no vote and shall not be allowed to be pilot in command of Club aircraft.

ARTICLE VII – FINANCIAL MATTERS

Section 1. Surplus.
Any surplus funds remain­ing after payment of all liabilities and obli­gations of the Club shall be used for Club purposes as determined by the Board of Trustees and shall not be distributed to Club members.

Section 2. Compensation.
Unless specifically ap­proved by the Board of Trustees, no Club member or entity affil­iated with a Club member shall receive any compensation from the Club for services rendered to the Club.

ARTICLE VIII – AMENDMENTS

Section 1. Repeal, Alteration, etc.
These By-laws may be repealed, altered or amended, in whole or in part, or new By-Laws adopted by a majority vote of all members enti­tled to vote thereon.

ARTICLE IX – INDEMNIFICATION

NY1 2081035v1

Section 1.
The Corporation may, to the fullest extent now or hereafter permitted by and in ac­cordance with the standards and procedures provided for by Section 15A:3-4 of the New Jersey Non-Profit Corporation Act and any amendments thereto, indemnify any person (including such person’s estate), made, or threatened to be made, a party to any action or proceeding by reason of the fact that the person was a trustee, officer or agent of the Corporation, against any judgments, fines, amounts paid in settle­ment and reasonable costs and expenses, including attorneys’ fees incurred by such person.