TABLE OF CONTENTS

ARTICLE I. -PURPOSE

ARTICLE II. -PLACE OF BUSINESS

ARTICLE III. -MEMBERSHIP
Section 1. New Members
Section 2. Resignation
Section 3. Leave-of-Absence Membership
Section 4. Expulsion
Section 5. Membership Status

ARTICLE IV. -INITIATION FEES AND DUES

ARTICLE V. -MEETINGS

ARTICLE VI. -VOTING

ARTICLE VII. -RULES OF ORDER

ARTICLE VIII. -BOARD OF DIRECTORS

ARTICLE IX. -OFFICERS

ARTICLE X. -ELECTIONS

ARTICLE XI. -GOVERNMENT

ARTICLE XII. -CORPORATE PROPERTY

ARTICLE XIII. -TREASURY

ARTICLE XIV. -RECORDS, BOOKS, AND ACCOUNTS

ARTICLE XV. -SERVICES AND SUPPLIES

ARTICLE XVI. -PUBLICATIONS

ARTICLE XVII. -EMBLEM

ARTICLE XVIII. -SEAL

ARTICLE XIX. -AMENDMENTS

ARTICLE XX. -DISSOLUTION

CHANGE HISTORY

ARTICLE I. -PURPOSE

Section 1. This organization is incorporated under and by virtue of the Laws of the State of New York and shall be known as ACE FLYING CLUB OF ENDICOTT, INCORPORATED.

Section 2. ACE FLYING CLUB OF ENDICOTT, INCORPORATED (herein referred to as the Club) is a corporation dedicated to the promotion of general aviation and to providing its members with safe flying at reasonable cost.

ARTICLE II. -PLACE OF BUSINESS

Section 1. The place of business of the Club shall be Tri-Cities Airport, Endicott, New York.

ARTICLE III. -MEMBERSHIP

Section 1. New Members

a) Membership is open to all persons, except that the signature of a parent or legal guardian accepting financial responsibility is required for all applicants below legal age.

b) Applicants shall be given a copy of the By-Laws and Operating Procedures. A signed affidavit, affirming that the applicant has received, read and fully agrees to abide by such By-Laws and Operating Procedures, shall be a part of every membership application. No application may be acted upon by the Club unless such affirmation has been executed.

c) Application for membership, accompanied by one-half of the initiation fee, the share deposit, and the first month's dues, shall be made through the Secretary-Treasurer.

d) If the entire Board does not unanimously approve the application, the member's application shall be returned to him with full refund of fees submitted.

e) Upon the Board of Directors' unanimous approval of the application, a status of provisional member shall be conferred. A provisional membership lasts for six months. A provisional member has all of the rights, privileges, and obligations of an active member, except that a provisional member cannot serve on the Board of Directors and cannot sponsor pinch hitter candidates.

f) At any time during the provisional period, the Board and the provisional member each have the right to end the membership without comment. If either party decides to end the membership, the provisional member must resign immediately and settle his account by the end of the calendar month.

g) The Board can end the provisional membership through a simple majority vote of a quorum of the Board. Notice of the Board's vote and of the effective termination date must be mailed to the provisional member within five days of the vote.

h) If the Board ends the membership, it must refund the first half of the initiation fee.

i) If the provisional member ends the membership, the Board does not refund the first half of the initiation fee.

j) At the end of the provisional period, if the Board and the provisional member both agree to continue the membership, the provisional member becomes an active member and must pay the remaining one-half of the initiation fee.

k) Time spent as a provisional member accrues toward the eventual opportunity to go on leave of absence.

l) The Secretary-Treasurer shall record that a share of stock was sold to the new member but will hold the share for him in the Club's file.

Section 2. Resignation

Membership shall be terminated by death, expulsion, or voluntary resignation, except that termination shall not be final until the member's obligations to the Club have been cleared to the satisfaction of the Board of Directors.

A member may resign from the Club by written notice to the Secretary-Treasurer. A member who resigns no longer has any claim nor access to any of the assets or equipment of the Club.

Section 3. Leave-of-Absence Membership

A leave-of-absence member is one who requests termination of active membership for a minimum period of time of one (1) year. During this period of time, the member does not have voting status, may not operate Club equipment or aircraft, and has no claim upon the assets of the Club. There is no maximum time period for leave-of-absence membership.

a) A member must submit a written request for leave-of-absence membership to the Secretary-Treasurer.

b) The member submitting the request must be a member in good standing, must have settled all accounts, and must have been an active member for a minimum of the previous 12 months.

c) Upon the Board accepting the request for leave-of-absence status, the member shall be so notified. The member's share of stock remains in his name.

d) Maintenance fees for leave-of-absence members shall be set by the Board.

e) Upon receipt of notification that a leave-of-absence member wishes to resume active membership, the Board will determine if the roster can support reactivation. The member will be notified of the Board's decision.

Section 4. Expulsion

a) Upon the failure of any member to make payment of his dues or other charges, and such non-payment continues for thirty days after such dues and charges become due and payable, said member shall be placed on the inactive flying list and barred from all Club activities and property until such payment is made. Any member whose obligations remain unpaid after a sixty-day period may be subject to expulsion from the Club.

b) A member may be expelled from the Club on grounds of dishonesty, infraction of Federal Aviation Regulations, conduct detrimental to the objects or interest of the Club, or for violations of its Certificate of Incorporation, its By-Laws, or its Operating Procedures.

c) Upon approval of the Board of Directors, the Secretary-Treasurer shall send notification of expulsion to the member. The member shall be given 30 days to reply with either payment in full or a letter explaining his extenuating circumstances. Upon receipt of same, or after 30 days if neither is received, the Board shall take action as it deems proper. The result of the Board action shall be contained in a letter sent to the member within five days of the action.

Section 5. Membership Status

Any member who has failed to pay any sum owed the Club by 30 days after the billing has been sent, or who has failed to complete or return any Club paperwork within 30 days of the request of a Director, shall not be considered a member in "good standing". He will then automatically relinquish both voting privileges and the right to operate any Club property until he has both paid such outstanding sums in full and completed and returned all such paperwork.

ARTICLE IV. -INITIATION FEES AND DUES

Section 1. The cost of a membership shall consist of a nonrefundable initiation fee and a membership share. The amounts of these are set by the Board of Directors based upon the financial condition of the Club. The membership share is refundable upon a member's leaving the Club.

Section 2. Monthly dues for members shall be set by the Board of Directors based on the financial condition of the Club.

ARTICLE V. -MEETINGS

Section 1. The Board of Directors shall meet in November of each year upon five-day written notice from the Chairman establishing the time and location of the meeting. This meeting shall establish the time, place and agenda of the annual meeting to be held in December. The Board of Directors shall meet at such other times and places as the Chairman may direct. Special meetings of the Board of Directors shall be called by the Secretary-Treasurer at the request of any two members of the Board of Directors.

Section 2. The membership shall meet in December of each year upon five-day written notice from the Secretary-Treasurer establishing the time and location of the meeting. Upon five-day written notice the membership shall meet at such other times and places as the Chairman may direct. Special meetings of the membership shall be called by the Secretary-Treasurer at the request of any three or more members.

ARTICLE VI. -VOTING

Section 1. The right of proxy representation at business meetings of the Club may be exercised by the members. A proxy vote must indicate the issue to be voted upon, the vote and the signature of the member.

Section 2. Only active members in good standing shall be eligible to vote at regular and special membership meetings of the Club. Each member shall have one vote.

Section 3. A quorum of the membership consists of a quorum of the Board of Directors. Presence of a quorum of the membership is necessary and sufficient for the membership to vote on any issue for which these By-Laws authorize such a vote. Written proxy votes from absent members do not help constitute a quorum of the membership.

Section 4. Except as otherwise provided in these By-Laws, carriage of an action the membership is authorized to take shall require a simple majority of the membership quorum present plus written responses received.

ARTICLE VII. -RULES OF ORDER

Section 1. In case of question concerning methods of procedure at business meetings, Robert's Rules of Order shall prevail.

ARTICLE VIII. -BOARD OF DIRECTORS

Section 1. There shall be a Board of Directors consisting at least of the Officers.

Section 2. Each November, if and only if there are at least five active members in good standing in the Club, the Officers will decide by simple majority vote of the Officers whether the Board for the next year will be composed only of the Officers or will be supplemented by exactly two Directors-at-Large elected from the active members in good standing.

Section 3. Each Director shall be an active member.

Section 4. The Board of Directors shall constitute the governing body of the Club and shall be charged with the managerial duties necessary to fulfill the objectives of the organization.

Section 5. Each member of the Board shall serve without compensation or reward except as otherwise provided in these By-Laws.

Section 6. The Board of Directors is empowered to take any disciplinary action it deems appropriate against any Club member for conduct detrimental to the objectives or interests of the Club.

Section 7. The Board of Directors shall cause to be kept a record of all of its acts and the proceedings of its meetings, and shall present minutes of the past meeting and a treasury report at the regular meetings of the members showing the condition of the affairs of the Club.

Section 8. A quorum of the Board of Directors consists of at least three Directors in good standing, where at least two of said Directors are Officers. Presence of a Board quorum is necessary and sufficient for the Board to vote on any action these By-Laws authorize it to take. Written proxy votes from absent Directors do not help constitute a quorum.

Section 9. Except as otherwise provided in these By-Laws, carriage of an action these By-Laws authorize the Board to take shall require a simple majority vote of the whole Board.

Section 10. Any Director may be removed from office by a majority vote of all of the active members in good standing.

Section 11. Any member who feels that a Director is unfit to hold his position may initiate removal proceedings by submitting a written petition detailing the reasons for the proposed removal. The petition is to be submitted to the Chairman of the Board of Directors, unless it is the Chairman who is to be removed, in which case the petition is to be submitted to the Secretary-Treasurer. The recipient of the petition shall convene a Board meeting within two weeks to discuss the petition and vote on whether to proceed further with removal proceedings. Each Board member's vote shall be published in the next newsletter.

Section 12. Written notice of the proposed removal shall be mailed to reach the membership seven days before the meeting at which the vote for removal is taken. Such notice shall contain the removal petition and any response the named Director may wish to make.

Section 13. The membership shall vote on the proposed removal at the next membership meeting.

Section 14. Any Director shall be removed from the Board automatically when he is not a member in good standing for a period of 31 consecutive days.

ARTICLE IX. -OFFICERS

Section 1. The Officers of the Club shall be the President, the Secretary-Treasurer, and the Maintenance Officer. Each Officer shall be an active member.

Section 2. The duties of the President shall be as follows:

a) Preside at all business meetings.
b) Serve as the Chairman of the Board of Directors.
c) Appoint committee members where not otherwise provided for.
d) Furnish necessary information to prospective members concerning activities, purpose, facilities, and requirements for membership.
e) Acquaint new members with the procedures and operation of the organization.
f) Supervise Club affairs.
g) Perform such other duties as his office may require.

Section 3. The duties of the Secretary-Treasurer shall be as follows:

a) Publish notices of meetings and agenda for business meetings.
b) Keep the minutes of all business meetings and the minutes of Board of Directors meetings.
c) Keep a record of attendance of each business meeting.
d) Process membership applications.
e) Maintain a current roster of members.
f) Handle correspondence pertaining to Club activities.
g) Execute, in the name of the Club, all checks for expenditures authorized by the Board of Directors.
h) Receive and deposit all funds of the Club in the bank selected by the Board of Directors, which funds shall be paid out only by check.
i) Account for all receipts, disbursements and balances on hand.
j) Invoice all members for flying time, dues, and any other monies due the Club.
k) Maintain and safeguard the financial books and records of the organization.

Section 4. The Maintenance Officer is directly responsible for keeping the equipment and assets owned by the Club in proper state of repair. These duties include but are not limited to:

a) Assuring that scheduled and periodic maintenance such as annual inspections are scheduled and performed by qualified service personnel, and keeping records of such maintenance.
b) Keeping inventory of equipment and assets owned by the Club.
c) Assuring that equipment that breaks or becomes unusable is repaired and returned to service as soon as possible.
d) Making recommendations as to purchases of replacement articles and new items as needed.
e) Providing an aircraft reservation facility to ensure fair utilization of Club aircraft by members.

ARTICLE X. -ELECTIONS

Section 1. The membership shall elect the Officers and the Board of Directors at the December meeting. All shall assume office on January 1 of each year and all shall serve for a one-year term.

Section 2. Nominations for elected positions shall be made by the Board of Directors. The Secretary-Treasurer shall advise all members of these nominations in the written notice of the annual meeting. Active members in good standing may also make nominations at the annual meeting.

Section 3. Only active members in good standing shall be eligible candidates for election.

Section 4. No member shall hold more than one elected position at one time.

Section 5. The Board of Directors may appoint any active member in good standing to fill a vacant Officer or Director position, for the duration of the unexpired term.

ARTICLE XI. -GOVERNMENT

Section 1. The entire management and government of the Club, except as otherwise expressly provided herein, shall be vested in the Board of Directors which shall review rules of policy and the Club Operating Procedures. One copy of the rules and the Operating Procedures shall be filed with the Secretary-Treasurer. Procedures and transactions not in conformity with these official rules and procedures shall be invalid.

Section 2. The Board of Directors shall have the power to alter, repeal, or revise the rules and procedures and to create new rules at will.

Section 3. The membership may call for a review of policy at any regular or special meeting by a motion from the floor and a favorable vote of the membership.

Section 4. A report summarizing all active policy directives of the Board of Directors and Club membership shall be prepared and maintained to guide the management of the business affairs of the Club.

ARTICLE XII. -CORPORATE PROPERTY

Section 1. The Club may own and operate such equipment as may be approved by the Board of Directors. No equipment may be procured without approval of the Board of Directors. If said equipment will cost more than $1500.00, procurement must be approved by a 2/3 majority of the Board.

No equipment may be operated in the name of, or on behalf of, the Club without a set of rules and regulations governing its use and operation, prepared by the Maintenance Officer, approved by the Board of Directors, and filed with the Secretary-Treasurer prior to operation of such equipment.

The accounts of each item of equipment operated for, or by, the Club shall be audited annually, and a report filed with the Secretary-Treasurer. A financial accounts record shall be kept for each item of equipment by the Secretary-Treasurer.

Section 2. The rights of members of the Club to the use and operation of Club equipment shall be specified in the Club's Operating Procedures.

Section 3. A participating member's claim on or interest in the assets, property or equipment of the Club shall cease upon termination of membership for any cause whatsoever, provided that this section shall not invalidate unsatisfied prior legal instruments held by the member at the time of termination or invalidate other provisions of these By-Laws.

Section 4. Any property, including airplanes, aircraft accessories etc., purchased or otherwise acquired by the Club shall be owned outright in the name of the Club.

Section 5. Club property shall be operated only in accordance with the provisions of the Club Operating Procedures.

Section 6. In the event of damage to any property owned by the Club, the following shall apply:

a) Where accidents occur which are not caused by aircraft or engine malfunction, the cost of repairs up to a maximum amount shall be borne by the member responsible. The maximum amount shall be set by the Board of Directors and specified in the Operating Procedures.

b) Where the accident is a result of aircraft or engine malfunction, repair costs shall be borne entirely by assessment or taken from the Club treasury.

c) The Board of Directors may relieve a member of the consequences under (a) or (b) above where such costs would work an inequity or hardship on the member.

ARTICLE XIII. -TREASURY

Section 1. All monies, grants, donations, receipts and disbursements shall be controlled by the Secretary-Treasurer.

Section 2. A commercial depository shall be specified by the Board of Directors for the purpose of keeping the funds of the Club and providing it with checking and saving services as required. All checks shall be signed by the Secretary-Treasurer.

Section 3. All monies and receipts in excess of actual fiscal expenses shall be declared surplus at the close of the calendar year. These monies may be used to retire outstanding debts carried over from previous years or incurred during the year to procure such equipment, supplies, or services, as may be directed by the Board of Directors. The surplus may be carried over to finance future services or operations. The manner of handling the surplus fund shall be determined by the Board of Directors.

Section 4. The Board of Directors shall establish the amount in excess of budget items which the Officers may disburse without Board of Directors approval of the specific expenditures. Such expenditures shall have approval of two out of three of the Officers.

ARTICLE XIV. -RECORDS, BOOKS, AND ACCOUNTS

Section 1. A permanent file of all correspondences, reports and publications of the Club shall be maintained by the Secretary-Treasurer. The following records are required:

a) Summary of Policy and Procedure for conducting business.
b) Summary report of Board of Directors and members in policy directives.
c) Minutes of Board of Directors and membership meetings.
d) Reports of the election and other committees.
e) Current membership record.
f) Such other records as the Board of Directors may direct.

Section 2. The fiscal year of the Club shall begin on January 1 and end on December 31.

Section 3. Annually, in the month of January, the books and accounts for the preceding year shall be audited by a special auditing committee of two appointed by the current Board of Directors.

Section 4. Separate financial and budget accounts shall be maintained for the general business operations and each item of equipment owned or operated by the Club.

ARTICLE XV. -SERVICES AND SUPPLIES

Section 1. Charges made for services rendered or supplies furnished to members of the Club shall be established by the Board of Directors prior to the offering of such services or supplies to the members. The Board of Directors shall adjust the charges as necessary to maintain the Club on a sound financial basis.

Section 2. No member, other than Officers and Directors, shall use stationery bearing the letterhead or emblem of the Club unless such stationery is suitably identified as member stationery.

ARTICLE XVI. -PUBLICATIONS

Section 1. The Club shall issue such publications as the Board of Directors may direct. One copy of each publication shall be placed in the permanent file of the Secretary-Treasurer.

ARTICLE XVII. -EMBLEM

Section 1. The emblem of the Club shall be in a form approved by the membership.

ARTICLE XVIII. -SEAL

Section 1. The seal of the Club shall be in the form of a circle and shall bear the name of the Club, the year of its incorporation, and the word "Seal".

ARTICLE XIX. -AMENDMENTS

Section 1. These By-Laws, or any of them, may be altered, amended, or replaced at any regularly called meeting by an affirmative vote of the membership, provided that a statement of the proposed changes is embodied in the notice of the meeting.

ARTICLE XX. -DISSOLUTION

Section 1. The Club may be dissolved through the procedures specified by the laws of the State of New York.

Section 2. In the event of the Club disbanding, and after the payment of Club obligations, each participating member of record as of the date of dissolution shall be reimbursed his deposit less any unsatisfied obligation owed to the Club by him. The remaining proceeds from the sale of the Club's equipment and assets shall be distributed to such organizations as designated by the Board of Directors.

CHANGE HISTORY

ARTICLE III. Section 3 Inactive Membership 04/11/90

ARTICLE VIII. Section 6 Board of Directors 11/05/90

ARTICLE X. Section 2 Flight Operations 11/05/90

ARTICLE II. Section 1 Place of Business 08/06/98

ARTICLE III. Section 1 New Members 08/06/98

ARTICLE III. Section 2 Resignation 08/06/98

ARTICLE III. Section 3 Leave-of-Absence M'ship 08/06/98

ARTICLE III. Section 4 Expulsion 08/06/98

ARTICLE IV. Section 1 Initiation Fees and Dues 08/06/98

ARTICLE V. Section 1 Meetings 08/06/98

ARTICLE V. Section 2 Meetings 08/06/98

ARTICLE VI. Section 3 Voting 08/06/98

ARTICLE VIII. Section 6 Board of Directors 08/06/98

ARTICLE VIII. Section 8 Board of Directors 08/06/98

ARTICLE VIII. Section 11 Board of Directors 08/06/98

ARTICLE IX. Section 3 Officers 08/06/98

ARTICLE IX. Section 4 Officers 08/06/98

ARTICLE X. Section 5 Elections 08/06/98

ARTICLE XII. Section 1 Corporate Property 08/06/98

ARTICLE XIII. Section 3 Treasury 08/06/98

ARTICLE XIII. Section 4 Treasury 08/06/98

ARTICLE XV. Section 1 Services and Supplies 08/06/98

ARTICLE XV. Section 2 Services and Supplies 08/06/98

ARTICLE XVII. Section 1 Emblem 08/06/98

ARTICLE XVIII. Section 1 Seal 08/06/98

ARTICLE XVIII. Section 1 Seal 08/06/98

ARTICLE XX. Section 1 Dissolution 08/06/98

ARTICLE XII. Section 1 Corporate Property 03/15/00

ARTICLE III. Section 1 New Members 12/19/00

ARTICLE III. Section 2 Resignation 12/19/00

ARTICLE III. Section 3 Leave-of-Absence M'ship 12/19/00

ARTICLE III. Section 4 Expulsion 12/19/00

ARTICLE IV. Section 1 Initiation Fees and Dues 12/19/00

ARTICLE IV. Section 2 Initiation Fees and Dues 12/19/00

ARTICLE V. Section 1 Meetings 12/19/00

ARTICLE V. Section 2 Meetings 12/19/00

ARTICLE VI. Section 3 Voting 12/19/00

ARTICLE VI. Section 4 Voting 12/19/00

ARTICLE VIII. Section 1 Board of Directors 12/19/00

ARTICLE VIII. Section 5 Board of Directors 12/19/00

ARTICLE VIII. Section 6 Board of Directors 12/19/00

ARTICLE VIII. Section 8 Board of Directors 12/19/00

ARTICLE IX. Section 1 Officers 12/19/00

ARTICLE X. Section 1 Elections 12/19/00

ARTICLE X. Section 2 Elections 12/19/00

ARTICLE X. Section 3 Elections 12/19/00

ARTICLE X. Section 5 Elections 12/19/00

ARTICLE XI. Section 1 Government 12/19/00

ARTICLE XI. Section 2 Government 12/19/00

ARTICLE XII. Section 1 Corporate Property 12/19/00

ARTICLE XII. Section 4 Corporate Property 12/19/00

ARTICLE XII. Section 5 Corporate Property 12/19/00

ARTICLE XIII. Section 1 Treasury 12/19/00

ARTICLE XIII. Section 2 Treasury 12/19/00

ARTICLE XIV. Section 1 Rcds, Bks, and Accts 12/19/00

ARTICLE XVI. Section 1 Publications 12/19/00

ARTICLE XIX. Section 1 Amendments 12/19/00

ARTICLE III. Section 3 LOA Membership 06/24/03

ARTICLE III. Section 5 Membership Status 06/24/03

ARTICLE XII. Section 4 Corporate Property 06/24/03

Many Articles. Change "Corporation" to "Club". 01/06/05

ARTICLE III. Section 1 New Members 02/22/05