CONSTITUTION & BY--LAWS OF BONANZA FIVE, INC.


 Last revised: NOVEMBER 5, 1987
 
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ARTICLE I - NAME
The name of the corporation shall be BONANZA FIVE, INC.

ARTICLE II - HEADQUARTERS
Section 1 - Address
The mailing address of the Corporation shall be the address of the registered agent of the Corporation.

Section 2 - Meetings
Meetings of the Corporation shall be held at or within fifteen (15) miles of Atlanta, Georgia at such specific place as may be determined by the President and each stockholder shall be notified by telephone or five (5) days in advance by mail.

ARTICLE II - OBJECT
Section 1 - Purpose
The Corporation was not authorized and incorporated for the purpose of pecuniary gain to itself or its stockholders, and shall not exercise any of its powers for that purpose.

Section 2 - Objective
The objective of the Corporation shall be:

A. The ownership, maintenance, upkeep and operation of airplanes in order that its stockholders may operate aircraft;
B. The promotion, advancement, and development of aeronautics and the art of flying and piloting airplanes;
C. The opportunity to its stockholders for the most economical and reasonably accessible means of flying and piloting airplanes.

BY-LAWS OF BONANZA FIVE, INC.

ARTICLE I - STOCKHOLDERS
Section 1 - Membership

A. Proposed stockholders must be certificated pilots with instrument rating, shall meet all pilot insurance requirements, including an annual flight review with an instructor who is current and has 25 hours of time in type. In addition the member must maintain instrument currency or obtain 6 month instrument competency check ride from an instructor with  a minimum of 25 hours time in type. The member shall have minimum logged time of at least two hundred (200) hours before being eligible for consideration as stockholder. New stockholders shall be elected and approved by two-thirds (2/3) of the stockholders of the Corporation before being accepted as such.

B. The number of stockholders as of the date of adoption of these By-laws is three and that number may be changed only by amendment of this Membership Section. See Section 6.

Section 2 - Membership Certificate

Upon receipt of the entrance fee, a Stock Certificate shall be issued. The Stock Certificate shall be the stockholder's evidence of ownership of one pro rata share interest in the Corporation's assets, and shall not be

Section 3 - Meetings

The annual meeting of stockholders shall be held at the DeKalb-Peachtree Airport on the first Monday in October of each year at 5 P.M. or at such other place and time as may be agreed to by the stockholders. No other meetings of the Corporation shall be held except by the call of an officer of the Corporation.

Section 4 - Quorum

The presence in person or by proxy of two-thirds (2/3) of the entire membership in good standing and qualified to vote shall constitute a quorurn for the transaction of all business, and the majority rule shall prevail and govern at all times, except as herein provided.

Section 5 - Dues, Fees and Assessments

A. The entrance fee for new stockholders shall be determined by a majority vote at a meeting with a quorum present.

B. The minimum dues shall be determined by a majority vote at a meeting with a quorum present and shall be paid by each stockholder each month without exception. The monthly fee should represent a pro rata share of fixed monthly expenses.

C. In addition to the monthly minimum dues, flying time shall be paid for each hour (or proportionate fraction thereof) at a rate determined by a majority vote at a meeting with a quorum present. From this amount the stockholder may deduct his disbursements for fuel and any other approved expenses incurred away from home base (except tie-down) when supported by proper invoice. This hourly charge should represent variable costs of operations, e.g., fuel, maintenance reserve, engine overhaul reserve, etc.

D. Each stockholder shall be equally liable for such assessments as shall be from time to time duly approved by the stockholders of the Corporation as necessary, proper and expedient.

E. Any stockholder who shall become delinquent in excess of sixty (60) days on the payment of dues, expenses, or any other indebtedness to the Corporation shall be grounded and considered not in good standing and disqualified to vote until such delinquency has been settled. In addition thereto, it shall be the duty of the Corporation Treasurer to notify such delinquent stockholder and, in addition thereto, provide copy of such notification to all other Corporation stockholders.

F. A failure of any stockholder to pay his dues and any other amounts owing to the Corporation for a period of three (3) months shall automatically operate as forfeiture of such stockholder's stock and the Corporation shall not be liable to such stockholder for any reason whatever; provided, however, that such stockholder may within a period of thirty (30) days following such forfeiture pay all amounts owing by him to the Corporation and such payment shall operate as a full reinstatement of such stockholder's stock. The secretary shall notify any stockholder of such forfeiture.

G. Billings issued to each stockholder by the Corporation for plane usage dues, assessments, notes, or any other indebtedness howsoever incurred is acknowledged by each stockholder to be a legal debt subject to all remedies for recovery under the laws of the State of Georgia.

Section 6 - Transfer of Stock
A. Any stockholder of the Corporation who desires to transfer his stock for any reason must obtain a purchaser for his share of membership and ownership acceptable to two-thirds (2/3) of all stockholders in good standing, before sale and transfer of his stock certificates shall be made to him or her. All indebtedness to the Corporation of the stockholder selling his share must be settled before transfer of stock is completed. The Corporation reserves the right of first refusal to purchase in the share at the agreed price.

B. Demonstration and check rides of proposed transferees are to be accomplished at the cost of the stockholder proposing to sell his share.

Section 7 - Dismissal
Any stockholder who becomes objectionable to the other stockholders of the Corporation may be dismissed from membership in the Corporation by a three-fourths (3/4) majority vote of the total qualified membership. In such case the Corporation shall pay such dismissed stockholder his pro rata share of the Corporation's airplane and of cash on hand and other net assets of the Corporation at the time. The market value of the airplane at such time shall be determined by three appraisals from outside disinterested appraisers for the cash value of the airplane, and any other assets owned by the Corporation.

ARTICLE II - STOCKHOLDER REGULATIONS

Section 1 - Schedule Sheet
A schedule sheet will be maintained by a telephone answering service or in the hangar from which we operate, on which all stockholders desiring to fly shall register, in person, stating the approximate time he desires to reserve the plane. Whenever practical, a stockholder shall leave a number where he may be reached. He shall also call the answering service upon return as practical.

Section 2 - Gasoline and Oil
Only aviation grade gasoline and oil shall be allowed or used in the Corporation's plane, except in emergency cases when away from the home port. The sales ticket for gasoline and oil when away from home port shall be signed by the stockholder, and filed with the Treasurer for credit against hourly flight charges. Any other expenses for the operation or maintenance of the ship shall be authorized in advance by an officer of the Corporation.

Section 3 - Limited Use of the Plane
During the months of June, July and August no stockholder may schedule more than two weeks ahead for more than nine (9) consecutive days without the concurrence of all other stockholders.

Section 4 - Inspection of Plane
Each stockholder shall personally inspect the plane for gas, oil and condition thereof before each flight, and upon acceptance of the plane, agrees that said plane is adequately gassed and in good condition for the intended flight.

Section 5 - Restricted Use of Plane
No person other than a fully qualified stockholder in good standing, holding a Stock Certificate and covered by the Corporation insurance policy shall be permitted to be pilot in command of the Corporation's airplane either dual or solo, except in the case of an instructor ~ho has been engaged by a stockholder as provided; or in the case of a stockholder or engaged flight instructor giving~ tests or demonstration flights to new stockholders or applicants.

Section 6 - Use of Intoxicants
No stockholder shall receive instructions or act as pilot-in-command in the Corporation's airplane while under the influence of, or using intoxicating liquor, beer, wine, cocaine or other habit forming drugs during such desired flight. Any stockholder violating the provisions of this Section shall be subject to dismissal from the Corporation and agrees to forfeit his Stock Certificate and all interest in the Corporation as stockholder].as stockholder thereof, in consideration of the sum of Five ($5.00) Dollars.

Section 7 - Joint Regulations
All rules and regulations of the Federal Aviation Administration shall be a part of the rules, regulations and By-laws of the Corporation.

Section 8 - Damages to Plane
In case of damage to the Corporation's plane while in the possession of any stockholder and where the damage is determined to be the fault of a particular stockholder by a vote of the other stockholders, then that stockholder shall be held personally responsible for the cost of repairs up to the deductible insurance amount. In the event that insurance is void for any reason or flown outside coverage limits, etc., the ~stockholder will be responsible for all costs of repair or replacement. All stockholders certify and state that they have reviewed the Corporation's aircraft insurance policy, understand its terms, and will act in accordance with such terms.

Section 9 - Penalties
Any infraction or violation of these rules and regulations may be brought before a committee consisting of three stockholders, which committee shall be appointed at the time; said committee shall investigate such infraction of these rules and regulations, and recommend appropriate punishment or penalty for the violation thereof.

ARTICLE III - DIRECTORS

Section 1 - Management
Subject to these By-laws or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the corporation.

Section 2 - Board of Directors
The number of directors which shall constitute the whole board shall not be less than one nor more than five, but in no event shall the number of directors be fewer than the number of shareholders if the number of shareholders be three or fewer. The exact number within such maximum and minimum shall be fixed by resolution of the shareholders from time to time. The directors, other than the first Board of Directors, shall be elected at an annual meeting of the shareholders and serve for a term of one year and until their successors are elected and qualified. The first Board of Directors shall hold office until the first annual meeting of shareholders. A majority of said directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the directors present at the meeting.

Section 3 - Vacancies
Any vacancy occurring in the Board of Directors 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 unexpired term of his predecessor in office.

Section 4 - Annual Meetings
The directors shall meet annually following the annual meeting of shareholders. Special meetings of the directors may be called at any time by the president or by any director on two day-q' written notice. ~notice of any such meeting may be waived by instrument in writing. Attendance in person at such meeting shall constitute a waiver of notice of such meeting. The signature of any director approving the minutes of the meeting of the Board o~ Directors, executed thereon, shall be effective to the same extent as if such director had been present at such meeting. Any meeting of the Board of Directors may be held within or without the State of Georgia at such place as may be determined by the person or persons calling the meeting.

Section 5 - Action Without Formal Meetings
Any action to be taken at a meeting of the directors, or any action that 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 the directors.

Section 6 - Presider at Meetings
At all meetings of the Board of Directors the president, or in his absence, a chairman chosen by the directors, shall preside.

Section 7 - Votes
At all meetings of the Board of Directors each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

Section 8 - Resignation of Directors
Any director may resign at any time by giving written notice to the Board, president or secretary. Unless otherwise specified, such resignation shall take effect immediately and acceptance thereof shall not be necessary to make it effective.

Section 9 - Removal of Directors
Any director may be removed with or without cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least the majority of the outstanding shares of stock of the corporation, given at a special meeting of the shareholders called for such purpose.

Section 10 - Disclosure of Other Interests
No contract or other transaction between this corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this corporation is interested in or a director or officer of such other corporation, provided that such facts are disclosed or made known to the Board of Directors. ARTICLE IV - OFFICERS

Section 1 - Number
The officers of the Corporation shall consist of:

President, Secretary, Treasurer, Engineering Officer

Any one officer may serve in the dual capacity of any of the official positions not to exceed two, except that the offices of President and Secretary may not be filled by the same person. A Vice President and Secretary, or either of them, may be elected at the discretion of the Board of Directors.

Section 2 - Election
All officers of the Corporation shall be elected annually at a meeting of the directors which shall be held on the first Monday in October, and shall hold office for a term of one year, or until their successors are duly elected.

Section 3 - Duties of Officers
The duties and authority of the officers of the corporation shall be:

A. President

1. Preside at all meetings.

2. Call all regular and special meetings; and shall call special meetings from time to time upon request of two-thirds (2/3) of the entire membership.

3. Make all contracts and agreements in the name of the Corporation.

4. Sign all notes, drafts, bills of exchange, or other orders for the payment of money duly drawn by the Treasurer.

5. Countersign all checks with the Treasurer, as desired.

6. Enforce these by-laws and perform all the duties incident to the position and office of President, and which are required by law.

B. Secretary

1. Keep the minutes of all meetings in an appropriate book.

2. Be custodian of the records, exclusive of financial and of the Corporation Seal, and affix the latter when required.

3. Sign all Stock Certificates.

4. Perform the duties of President in the President's absence or at the President's request.

5. Maintain current records of aircraft registration and radio station license.

6. Attend to all correspondence and perform all the duties incident to the office of Secretary.

7. In the absence of the Treasurer, sign, make and endorse in the name of the Corporation, all checks, drafts, warrants and orders for payment of money, and pay out and dispose of same and receipt therefore under direction of the President.

C. Treasurer

1. To have care and custody of all the funds and securities of the Corporation, deposit all such funds and/or securities in the name of the Corporation in such bank or safe deposit vault as directed by majority vote of the stockholders.

2. To sign, make and endorse in the name of the Corporation all checks, drafts, warrants and orders for the payment of money, and pay out and dispose of same and receipt therefore under direction of the President.

3. Render a statement of the condition of the finances of the Corporation at such time as shall be required of him, and a full and complete financial report at the annual meeting of the stockholders.

4. Keep correct books of account of all the Corporation's business and such other books of account as shall be necessary to show accounts of each stockholder, amount of dues, fees, assessments or contributions received or disbursed.

5. Shall have access to each stockholder's log book and the log maintained at the office of the hangar where the Corporation's ship is hangared for the purposes of rendering flying bills.

6. Prepare statements of all flying bills, dues, expenses, or assessments chargeable to each stockholder and render them as soon as practicable after the first of each month; and he shall collect from each stockholder all such flying bills, dues, expenses or assessments, giving his receipt therefore.

7. Perform the duties of Secretary in the Secretary's absence.

8. Perform the duties pertaining to the office of Treasurer.

D. Engineering Officer

1. Be responsible for the maintenance and air-worthiness of plane.

2. Insure that periodic inspections required by the Federal Aviation Administration are performed, and engine and aircraft logs properly maintained.

3. Conduct periodic inspections of the plane to determine maintenance and repair requirements and is authorized to incur obligations for minor repairs and may incur obligations for major repairs with the approval of the other officers of the Corporation.

4. Authorized to declare the plane un-airworthy when warranted and prevent its use until necessary repairs are made.

5. Instruct the membership with respect to preflight and postflight procedure and pilot procedure and practice effecting safety and maintenance.

6. Keep membership informed concerning any changes in restrictions and special requirements of operation.

ARTICLE V - CORPORATE SEAL

The Corporation may adopt a seal when, and at such time it become necessary and expedient to do so.

ARTICLE VI - AMENDMENTS

These By-laws may be altered, amended, repealed or added to, by an affirmative vote of a majority of the stockholders at any meeting.

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