ARTICLE XIII MEMBERSHIP

Transcription

1 Springfield Sport Flying Club LLC Operating Agreement As originally adopted: March 16, 2017 And amended: August 15 th, 2017 Amendments include additional non-equity membership to: ARTICLE XIII MEMBERSHIP New addition includes: Non-Equity Memberships shall be purchase for $ (Two Hundred Fifty Dollars) per year. Non-Equity memberships are single person memberships and do not include benefits for any other person other than the person whose name is on the membership. Fixed cost monthly fees will be the same as all other members. However in exchange for a lower cost membership, Non-equity Members will pay cost plus 40% for aircraft or other property rentals. Non-equity Members shall not have a vote of any kind or have any kind of authority to make, effect, or cause changes to the Club. And amended: April 21, 2017 Amendments include clarification to: ARTICLE III BOARD OF DIRECTORS Did read: 11. Each member of the Board of Directors shall serve without any compensation or reward, except as otherwise provided in this Operating Agreement. Changed to read: 11. Each member of the Board of Directors shall serve without any compensation or reward, except as otherwise provided in this Operating Agreement. Any member can be compensated for normal business products or services rendered to the club, but cannot commit the Club to expenditures paid to him or herself without authorization from the board or other officer(s) as set forth herein. Article IV Officer section 3. Did read: 3. The officers shall serve without compensation or reward. Changed to read: 3. Each officer shall serve without any compensation or reward, except as otherwise provided in this Operating Agreement. Any member can be compensated for normal business products or services rendered to the club, but cannot commit the Club to expenditures paid to him or herself without authorization from the board or other officer(s) as set forth herein. End of Amendment Springfield Sport Flying Club LLC herein may also be referred to as Club and/or Company. Member(s) is/are also herein referred to as voting member(s), active

2 member(s) and/or voluntarily inactive member(s). Member(s) shall not refer to Involuntarily Inactive Member(s). Board of Directors herein may also be referred to as Board and/or Director(s). Aircraft herein may refer to any flyable Club owned property including airplanes, helicopters, drones, kites, etc. Tach Time herein is referred to the accumulated time the engine/motor is running in operation of the aircraft. Light Sport Aircraft herein referred to as LSA. ARTICLE I - PURPOSE The purposes for which this Company is organized are to operate a for-profit Company for the purposes of owning, operating, maintaining and/or leasing one or more fixed-wing, helo, or drone type aircraft for the private, non-commercial, commercial, or any general use by the Club members, their families and others as the Board of Directors may allow including, pursuant to the Operating Agreement of this Company; other purposes as set out in the Articles of Organization; and any other business legal in the state of Missouri as approved by the Board of Directors. The Club shall make reasonable effort to own/lease at least one Light Sport Aircraft so long as a Sport Certificate is a valid FAA classification, as approved by the Board, the Members, and herein allowed by the Operating Agreement. ARTICLE II - MEETINGS OF MEMBERS 1. All meetings of the members, except as herein otherwise provided, shall be held at a place to be determined by the President or Board of Directors. 2. The annual meeting of the Club membership shall be held on the second Saturday in October or at such other time and place as determined by the Board of Directors. 3. Notice of the annual meetings of the members shall be given by written notice, , text, or any other communication sent to each member at his or her last known place of business, residence, address, or phone number at least twenty (20) days before such annual meeting. 4. Special meetings of the members 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 or request of at least three (3) members. It shall be the duty of the Secretary to notify all members of such meetings within thirty (30) days after such request. 5. Written, , and/or telephone notice of special meeting of members, stating the time and in general terms the purpose thereof, shall be given in a like manner as the notice required for the annual membership meetings, unless otherwise approved by all members. 6. If all the members shall be present at any gathering, any business may be transacted without previous notice. 7. At any meeting of the members, a quorum (the smallest number of people needed at a meeting in order to conduct business) shall consist of at least three (3) members who are in good standing. In the event that the Company has less than three (3) members,

3 all shall be present. 8. 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 of the members to order and shall act as the presiding officer. 9. At the annual meeting of the members, the members shall elect a Board of Directors as constituted by this Operating Agreement. 10. At every meeting of the members, each member shall have only one vote. Proxy votes in writing, by , text, or phone will be accepted. 11. A majority vote of the members present in person or by proxy is necessary for the adoption of any resolution and for the election of a member to the Board of Directors. ARTICLE III BOARD OF DIRECTORS 1. The powers, business, and property of the Company shall be exercised, conducted and controlled by a five (5) member Board of Directors. 2. Director(s) can be non-members and/or voluntary inactive members of this Company. Members shall vote on the election of a non-member or voluntary inactive Director at a special meeting called for such purpose or at any meeting at which all voting members are present. A two thirds (2/3) majority vote is required to elect a non-member or voluntary inactive member Director(s). 3. The initial Board of Directors shall be designated in the Articles of Organization and shall serve a term of one (1) year. Thereafter, each Director shall be elected annually for one (1) year terms at the annual meeting of the members. 4. In case of a vacancy in the Board, the remaining Directors shall be authorized to act on behalf of the Club and shall fill such vacancy as soon as possible by appointment from the Club membership unless otherwise approved by the Board. If three (3) or more vacancies occur at any one time, they shall be filled by vote of the members at a meeting called for such purpose. 5. Immediately after each annual meeting of members, the newly elected Directors shall hold an annual meeting and organize the election of a President, Vice-President, Secretary, Treasurer and Aircraft Maintenance Officer; and transact any other business. The initial officers shall be elected by the initial Board of Directors at their first organizational meeting. 6. Other regular meetings of the Board of Directors shall be called at a time and place to be determined by the Board of Directors. 7. Special meetings of the Board of Directors shall be called at any time on the request of the President or on the request of two thirds (2/3) of the Directors. 8. Notice of special meetings of the Board of Directors stating the time and general purpose of the meeting, shall be mailed, ed, telephone call, or personally given to each Director not later than seven (7) days before the day appointed for the meeting. 9. If all Directors shall be present at any gathering, any business may be transacted without previous notice.

4 10. Two thirds (2/3) Directors shall constitute a quorum of the Board at all meetings and the affirmative vote of at least two thirds (2/3) Directors shall be necessary to pass any resolution or authorize any act of the Company. 11. Each member of the Board of Directors shall serve without any compensation or reward, except as otherwise provided in this Operating Agreement. Any member can be compensated for normal business products or services rendered to the club, but cannot commit the Club to expenditures paid to him or herself without authorization from the board or other officer(s) as set forth herein. 12. 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 annual meeting of the members, showing in detail the condition of the affairs of the Company. 13. 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 Company and which is not otherwise expressly provided for in this Operating Agreement. 14. The Board of Directors may engage salaried personnel from outside the Club membership to perform such services on behalf of the Company, as the Board deems appropriate and necessary. 15. 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 Company property and to do and perform, or cause to be done and performed, any and every act which the Company may lawfully do and perform. 16. Upon dissolution, the Board of Directors shall be designated as trustees, and shall marshal all assets of the Company, liquidate the same by sale at fair market value, and from said proceeds pay all obligations of the Company. Any money remaining after payment of debts shall be distributed proportionally among members based on level of membership. 17. In the event there is not enough members to fulfill all Officer and Board of Director roles, all business shall be conducted by lesser such number of Officers and Board of Director members. 18. In the event that no members want to fulfill the roles of the Board of Directors, this Company shall still conduct business by vote of members as outlined in this Operating agreement. ARTICLE IV - OFFICERS 1. The officers of this Company shall include a President, Vice President, Secretary, Treasurer, and an Aircraft Maintenance/Safety Officer. 2. The President, Vice President, Secretary, Treasurer, and Aircraft Maintenance Officer shall be elected by the Board of Directors at the first meeting after organization of the Company and thereafter at the annual meeting of directors after the regular annual meeting of the members and shall hold office for twelve (12) months or until their successors are elected and qualified. 3. Each officer shall serve without any compensation or reward, except as otherwise

5 provided in this Operating Agreement. Any member can be compensated for normal business products or services rendered to the club, but cannot commit the Club to expenditures paid to him or herself without authorization from the board or other officer(s) as set forth herein. 4. The President and the Treasurer shall be bonded. The premium will be paid by the Company. 5. Any Officer and Board of Director duties can be combined to carry out the continued operation of the Company. 6. Officer(s) can be non-members and/or voluntary inactive members upon Board of Directors approval by two thirds (2/3) vote. 7. In the event that no members want to fulfill the roles of the Officers, this Company shall still conduct business by vote of members as outlined in this Operating agreement. ARTICLE V - PRESIDENT 1. The President shall be the Chief Executive Officer of the Company. The President shall preside at all meetings of the Company membership and the Board of Directors and shall have, subject to the advice and control of the Directors, general charge of the business of the Company, and shall execute with the Secretary and/or Treasurer, in the name of the Company, all certificates of membership, contracts and instruments including checks which have been approved under the Operating Agreement or by the Board of Directors. 2. The President shall co-sign all checks with the Treasurer in excess of Three Thousand Dollars ($3,000.00) executed in the name of the Company. 3. The President shall be responsible to the Board of Directors for the operation of the Company. The President may recommend for approval to the Board of Directors operational rules for the Company and shall report all violations of such rules by any member of the Company. ARTICLE VI VICE PRESIDENT 1. The Vice President shall be vested with all the powers and shall perform the duties of the President in case of the absence or disability of the President. 2. The Vice President shall also perform such duties incident to the operation of the Company at the direction of the President. ARTICLE VII - SECRETARY 1. The Secretary shall keep the minutes of all proceedings of the members and of the Board of Directors in books and/or digital files for that purpose. The Secretary shall attend to the giving and serving of notices of all meetings of the members and the Board of Directors and otherwise. The Secretary shall keep a proper membership book showing the name and Level of Membership of each member of the Company, the Operating Agreement, the Company seal, if any, and such other books and papers as the Board of Directors may direct. The Secretary shall execute with the President, in the name of the Company, all certificates of membership, contracts and instruments,

6 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, the Secretary shall execute in the name of the Company checks for expenditures authorized by the Board of Directors. 2. The Secretary shall perform all duties incident to the Office of the Secretary, subject to the control of the Board of Directors. 3. The Secretary shall also perform such duties connected with the operation of the Company at the direction of the President. ARTICLE VIII - TREASURER 1. The Treasurer shall act jointly with the President, in the name of the Company, on all Company checks, withdrawals or electronic transfers in excess of Three Thousand Dollars ($3,000.00) for Company expenditures. The Treasurer or President may act alone on all Company checks, withdrawals or electronic transfers up to the sum of Three Thousand Dollars ($3,000.00) for Company expenditures. The Treasurer shall receive and deposit all funds of the Company in the bank selected by the Board of Directors, which funds shall be paid out only as specified above. The Treasurer shall also account for all receipts, disbursements, and balance on hand. 2. The Treasurer will provide a quarterly report of the financial status of the Company to the Board of Directors and an annual report to every member. 3. The Treasurer will inform the President on the first (1st) day of each month if any members are delinquent in their payment of dues and notify the President when such delinquency plus any fines have been paid. 4. The Treasurer shall perform all duties incident to the Office of the Treasurer, subject to the control of the Board of Directors. 5. The Treasurer shall also perform such duties connected with the operation of the Company at the direction of the President. 6. The Treasurer shall, at least annually, determine the value of Company assets. For the purpose of initial fees and buy out valuation, a valuation of Company assets shall be made at the annual meeting of the membership or at a special meeting whenever there is an expenditure of more than Five Thousand Dollars ($5,000.00). ARTICLE IX - AIRCRAFT MAINTENANCE / SAFETY OFFICER 1. The Aircraft Maintenance Officer shall be responsible for storing aircraft logbooks in an area accessible to all members. The pilot in command of a Club aircraft is responsible for determining whether that aircraft is in condition for safe flight. 2. The Aircraft Maintenance Officer will select a properly certified aircraft and power plant mechanic who shall be responsible for maintaining the aircraft in proper operating condition and for all inspections, major overhauls, and compliance with all service bulletins for the aircraft. 3. All duties of the Aircraft Maintenance/Safety Officer may be accomplished by a designated qualified alternate. ARTICLE X - VACANCIES

7 If any office, other than that of President, becomes vacant for any reasons, 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 XI - SAFETY BOARD 1. A Safety Board shall be designated by the Board of Directors for each aircraft accident involving either a member of the Company, or any equipment belonging to the Company, providing such accident resulted in damage to any property or equipment exceeding a sum of One Thousand Dollars ($1,000.00). 2. A Safety Board shall consist of three (3) members of the Company, but shall not include any member involved in the accident. In the event that there are less than four (4) members in the Company, all members except the member involved in the accident shall comprise the Safety Board. 3. The Safety Board shall, within reason, 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 members involved in the accident, its findings in the form of a written report. ARTICLE XII - HEARINGS 1. The Board of Directors, upon receipt of the findings of the Safety Board, shall offer to all members involved in the accident the opportunity of a hearing. After the hearing, or if such hearing is waived by all the members involved in the accident, the Board of Directors shall decide the financial responsibility. The decision of the Board of Directors shall be final. 2. The Board of Directors shall not impose financial responsibility on any one member in excess of insurance deductible 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. 3. 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 Company. If said membership fee does not cover monies owed to the Company, then the expelled member is liable for any remaining amount due. ARTICLE XIII MEMBERSHIP Non-Equity Memberships shall be purchase for Two Hundred Fifty Dollars ($250.00) per year. Non-Equity memberships are single person memberships and do not include benefits for any other person other than the person whose name is

8 on the membership. Fixed cost monthly fees will be the same as all other members. However in exchange for a lower cost membership, Non-equity Members will pay cost plus 40% for aircraft or other property rentals. Non-equity Members shall not have a vote of any kind or have any kind of authority to make, effect, or cause changes to or on behalf of the Club. Membership Purchase Prices for the 1-10 Membership Levels is as follows: 1 st Level Membership costs One Thousand Five Hundred Dollars ($ ) 2 nd Level Membership costs Three Thousand Dollars ($ ) 3 rd Level Membership costs Four Thousand Five Hundred Dollars ($ ) 4 th Level Membership costs Six Thousand Dollars ($ ) Each additional Level of Membership costs an additional One Thousand Five Hundred Dollars ($ ) 1. New Members. New members may be admitted to the Company only after having submitted an application, and being approved by unanimous vote of the Board of Directors. Upon receipt of the initial fee, the Company shall record on a form approved by the Board of Directors and keep record of each member s Level of Membership. 2. Active Members. Those who have been approved by the Board of Directors, who are current in the payment of all dues and charges, and whose privileges have not been suspended pursuant to this Operating Agreement. The immediate family of all active members, i.e., spouse and children up to age 18, or if in school up to age 23, shall have all privileges except voting. The Board of Directors has discretion to allow variances on a case-by-case basis. 3. Voluntary Inactive Members. Those who have notified the Secretary in writing, or any other means approved by the Secretary, of their election to become inactive, who are not indebted to the Company in any amount, and whose inactive status is approved by the Board of Directors. Such inactive members (1) are not required to pay dues or assessments accruing after approval of their inactive status by the Board of Directors; (2) have no privileges of membership except as otherwise stated in the Operating Agreement; and (3) may become active members upon written application approved by the Board of Directors, payment of one month s dues and payment of a reactivation fee of One Hundred Dollars ($100.00). 4. Involuntary Inactive Members. Those who have been placed on inactive status by the Board of Directors pursuant to this Operating Agreement. Involuntary inactive members have no privileges of membership and cannot vote. Monthly dues will still accrue while in involuntary inactive status unless otherwise approved by the Board of Directors. If accrual of monthly dues are waived by the Board of Directors, a fee of One Hundred Dollars ($100.00) will be accessed to become an active member. All fees, dues, aircraft flying time, or any other money owed to the Club must be paid

9 before an Involuntary Inactive Member can be reinstated to active status. 5a. Withdrawal. A member may withdraw from the Company upon thirty (30) days of advance written notice to the Secretary, or any other means approved by the Secretary. Said member shall make a reasonable effort to provide a substitute member acceptable to the Company to take his or her place within ninety (90) days from the effective date of his or her withdrawal. Upon official withdrawal approved by the Board of Directors, the member's request to withdraw from the Company, the Company shall refund Company Membership price of 2 nd Level Membership and above, less all fines, charges and other financial obligations owed by the withdrawing member to the Company. No refund will be given for the 1 st Level Membership. If the withdrawing member does not provide a substitute member acceptable to the Company within said time period, then the Company shall use reasonable efforts to locate a substitute member acceptable to the Company. b. A withdrawing member is responsible for monthly dues until a new member has been substituted for the withdrawing member; provided, however, the withdrawing member's responsibility for monthly dues shall not extend beyond ninety (90) days from the effective date of his or her withdrawal. After one hundred eighty (180) days, the Company must buy out the withdrawing member or dissolve the Company. No refund will be given for the 1 st Level of Membership. c. Upon substitution of a new member, the Company shall refund the Company Membership price for 2 nd Level Membership and above, less fines, charges, and other financial obligations owed to the Company. There will be no refund of the 1 st Level Membership. d. At any time after the Secretary receives notice of a member's intent to withdraw from the Company, the Board of Directors may waive any of the provisions from subsections (a) and (b) above and immediately approve a refund to the withdrawing member as calculated in subsection (c) above. Such waiver may only be made by unanimous vote of the Board of Directors. 6. Expulsion. A member may be expelled by a three fourths (3/4) vote of the members. A special meeting will be called for such purpose. Fifteen (15) 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 Company called for this purpose. A member so expelled shall receive from the Company a refund of the Membership price each 2 nd Level Membership and above, less fines, charges and other financial obligations owed to the Company. There will be no refund of the 1 st Level Membership owned by the Member. 7. Death. In the event of the death of a member, the Company shall have the first option to purchase from the estate the member's share in the assets of the Company. If

10 a member wishes to name, in the member's will, a beneficiary of the member's assets of the Company, the named beneficiary must be approved by unanimous vote of the Board of Directors. 8. Member Limits. The number of members will be limited to 20 PIC (Pilot In Charge) members per aircraft. This is not the same as Levels of Membership. 9. Membership Expectations. It is expected of a member to eventually own a 4 th Level Membership or above to help fund the Company. This can be done over a period of years. However, no member shall be expelled, degraded, or treated differently, based on Level of Membership owned, except as outlined in the Membership discounts section (10). 10. Discounts on flying time based on Level of Membership(s) owned are as follows: a. 1 st Level Members will pay cost plus fifteen percent (15%) for all aircraft flying time rates. b. 2 nd Level Members will pay cost plus ten percent (10%) for all aircraft flying time rates. c. 3 nd Level Members will pay cost plus five percent (5%) for all aircraft flying time rates. d. 4 th Level Members and above will pay cost plus zero percent (0%) for all aircraft flying time rates. 11. Number of Membership Levels. One thousand (100) Levels of Membership are available. The first one hundred (10) Levels of Membership are available from the Company at One Thousand Five Hundred Dollars ($1,500) per level. The price of remaining Memberships shall be determined by the Board of Directors. 12. Special Use Memberships. Ten (10) Memberships will be reserved for special use as approved by the Board of Directors for exchange for new membership. These 10 special use Memberships will in no way be used or construed as compensation for existing members. 13. Membership Level Changes. A Membership Level Change request must be given to an Officer or the Board in writing and approved by the Board in order for a Member to reduce their Level of Membership. The Company will have 180 days to approve or deny said request. Upon approval the Company shall have 30 days to pay said Member. Current Membership Level prices shall apply on the date of approve. ARTICLE XIV - MEMBER PAYMENTS 1a. Initial Fees. Members admitted as provided by this Operating Agreement shall be deemed a member upon: b. Payment of an initial fee of Seventy Five Dollars ($75.00) for background check and/or any other administrative processing/credit worthiness expense, and approval by the Board of Directors. All or any portion of initial fee can be waived by the Board of Directors.

11 c. Purchasing of at least one Level of Membership for One Thousand Five Hundred Dollars ($1,500.00). One Level of Membership (including current members who wish to purchase a higher level of membership) can also be financed interest free (0%) for one (1) year with installments of One Hundred Twenty Five Dollars ($125.00) per month upon approval by the Board of Directors. All membership privileges apply for 2 nd Level Membership or above. No Member may act as PIC (Pilot In Charge) unless 1 st Level Membership is paid in full. d. Payment of one month fixed monthly dues. The next billing cycle will show prorated amount owed. 2a. Dues. Each member shall be assessed monthly dues in the amount set forth annually or at a special meeting proposed by the Board of Directors. Changes in dues require approval of two-thirds (2/3) majority of the members at any regular or special meeting. Members shall be charged monthly dues prior to Club cost incurred. b. Alternatively, a two-thirds (2/3) majority of the voting members may authorize the Board of Directors to change monthly dues at any time necessary, based on changes in costs, reserves, or the addition/withdrawal of members. c. Members will be billed by the 10 th of each month for the following month. Monthly dues are due no later than the 1 st of each month. Monthly dues are to be paid in means acceptable to the Treasurer. 3a. Hourly Aircraft Rate. The hourly aircraft rates shall be proposed by the Board of Directors for each model aircraft, and approved by two-thirds 2/3 majority vote of members. b. Alternatively, a two-thirds (2/3) majority of the members may authorize the Board of Directors to change rates at any time necessary, based on changes in costs, reserves, or any other reason deemed necessary by the Board of Directors. c. Payment for Operation Time. Members shall pay for Tach Time (Hours and Tenths (1/10ths) of hours). Members shall schedule ahead of time for any operation of Club aircraft. Members may choose to pay electronically online at the time of scheduling if such system is available to members. Members who choose not to pay online shall be billed by the Tenth (10th) of each month for their accumulated hours flying time for the previous month. 4. Delinquency. Any member who has failed to pay the dues, hourly aircraft rate charges or any other sum due the Company within ten (10) days after said sums shall be due, shall be considered an involuntary inactive member and shall be automatically suspended of all member privileges. When a delinquent member fails to pay any sum owed to the Company, or at the discretion of the Board of Directors to make suitable arrangements with the Board for payment thereof within ninety (90) days of the due date, the member shall automatically be considered as indicating an intention to withdraw from the Company. ARTICLE XV - COMPANY FINANCES

12 1. No member may authorize expenditures or otherwise incur financial obligations in the name of the Company except as expressly provided for in this Operating Agreement or other regulations duly promulgated by the Company membership. 2. The President and Treasurer of this Company are authorized to expend Company funds in payment for all normal fixed costs of the Company and all operating costs not in excess of Three Thousand Dollars ($3,000.00). The officers must obtain approval from the Board of Directors for any unusual expenditure and all expenditures in excess of Three Thousand Dollars ($3,000.00). 3. The Aircraft Maintenance Officer may authorize work on Company aircraft in an amount up to Three Thousand Dollars ($3,000.00) 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. 4. Individual members will be reimbursed for any personal expenditure not in excess of One Thousand Dollars ($1,000.00) without prior authorization of an officer when such expenditures are for Company aircraft repairs or maintenance necessary to safely complete a trip back to Springfield, MO Downtown (3DW) airport or other Board approved location. 5. No officer shall obligate the Company to any purchase, repair, service, or in any manner in an amount in excess of Three Thousand Dollars ($3,000.00) without the approval of the Board of Directors. 6. Purchase of Aircraft shall be approved by three fourths (3/4) majority vote of members. 7. No aircraft shall be purchased by the Club unless ample reserves are deposited / held in a reserve account for such purpose as allowing reasonably continuous aircraft operation in the event of said aircraft engine failure, or other said aircraft maintenance issues. Ample reserves are defined as the cost to buy or rebuild the engine/motor and propeller/rotor. ARTICLE XVI - FLIGHT PROFICIENCY PROGRAM AND CLUB RULES 1. The Board of Directors shall develop, or cause to be developed, a Flight Proficiency Program for all members to include, but not necessarily limited to: periodic check rides with qualified flight instructors, minimum number of flight hours per month, minimum number of landings per month, and periodic refresher courses. The Flight Proficiency Program must be approved by a majority of the Club members. 2. The Board of Directors shall develop, or cause to be developed, a set of Club Rules. The Club Rules will take into consideration varying levels of members' experience, proficiency, and the type of aircraft owned by the company, as well as many other consideration. 3. A violation of any of the Company's rules by a member renders the member liable to either a temporary flight suspension of not more than thirty (30) days, a monetary fine not to exceed One Hundred Dollars ($100.00), or both. Repeated violations shall

13 result in a recommendation by the Board of Directors that the member be expelled from the Company, such recommendation to be voted on by the membership. A threefourths (3/4) majority vote by members shall be necessary for expulsion. ARTICLE XVII - SURPLUS The net savings or surplus remaining after all operating costs and other expenses have been paid shall remain in the Company'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, or for any other purposed deemed reasonable by the Board of Directors. The net savings in any event shall not be distributed to the members for their individual use prior to dissolution of the Company. ARTICLE XVIII DISSOLUTION 1. A proposal to dissolve the Club must be submitted in writing to a regular monthly meeting and must bear the signatures of not less than ten (10) active members, or three-fourths (3/4) of active members. If said proposal is in the proper order, the Board of Directors shall direct the Secretary to furnish a copy of the proposal, together with the ballot, to each active member by postal mail service or electronic communication not less than fifteen (15) days before the next regular monthly meeting. Members may cast their ballots in person, via postal mail service, or via electronic communication to the secretary at or before the next regular meeting, and need not be present at the meeting to vote. The ballots shall be counted at said meeting. The proposal shall be adapted if approved by threefourths (3/4) of the members. 2. Upon dissolution, the Board of Directors shall be designated as trustees, and shall marshal all assets of the Club, liquidate the same by sale at fair market value, and from said proceeds pay all obligations of the Club. 3. Any money remaining after payment of Club debts shall be distributed pro rata among members based on Level of Membership. First rights will be the highest Level of Membership. Membership Level prices paid from the Company to the Member shall be the current Membership price. 4. If sufficient money allows all 2 nd Level Members and above to be paid for 2 nd Level and above Memberships, 1 st Level Members shall also be paid for their Membership pro rata until no Club money remains. 5. At such time which money is paid to a member for each Level of Membership, the Member s Level of Membership is reduced to the next lower Level of Membership. Ex: John Doe is a 4 th Level Member. He and all other 4 th Level Members will be paid, if sufficient money allows, only for the 4 th Level of Membership and would then be considered 3 rd Level Members. This process would be repeated at each Level of

14 Membership until no money remains. ARTICLE XVIIII - AMENDMENTS This Operating Agreement may be repealed or amended or a new Operating Agreement adopted at any special meeting of the members called for that purpose or any annual meeting of the members by a two-thirds (2/3) majority vote of such members where there is a quorum present. Adopted March 16 th, 2017 Secretary/Treasurer SSFC, LLC APPROVED: President SSFC, LLC Amendments: And amended: April 21, 2017 Amendments include clarification to: ARTICLE III BOARD OF DIRECTORS Did read: 11. Each member of the Board of Directors shall serve without any compensation or reward, except as otherwise provided in this Operating Agreement. Changed to read: 11. Each member of the Board of Directors shall serve without any compensation or reward, except as otherwise provided in this Operating Agreement. Any member can be compensated for normal business products or services rendered to the club, but cannot commit the Club to expenditures paid to him or herself without authorization from the board or other officer(s) as set forth herein. Article IV Officer section 3. Did read: 3. The officers shall serve without compensation or reward. Changed to read: 3. Each officer shall serve without any compensation or reward, except as otherwise provided in this Operating Agreement. Any member can be compensated for normal business products or services rendered to the club, but cannot commit the Club to expenditures paid to him or herself without authorization from the

15 board or other officer(s) as set forth herein. End of Amendment