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BRIGHTON AIRPORT ASSOCIATION, INC. (Attachment D)
BYLAWS
Revised 9/12/01
Updated 3/21/07
Access Rules for Adjacent Property Owners
Note: These access rules FOR ADJACENT PROPERTY OWNERS were developed by the Board of Directors after shareholders approved
By-Law changes (Section 17) in March 21, 2007 that allowed them to do so.
Purpose:
The purpose of this document is to define rules for accessing Brighton field.
Assumptions:
Any provisions in this document shall not conflict with the BAA By-Laws. In the case of any conflict, the BAA By-Laws
shall be the governing document.
Definitions:
Assigned Share: One (1) share of BAA stock that is associated with one (1) hangar or one (1) adjacent lot, or one (1)
lot accessing Brighton Field via any point of ingress/egress owned by the shareholder. The intent is that for each hangar
or lot where an airplane accesses airport property on a regular basis there is one share that correlates to that lot/hangar.
Unassigned Share: A share that has been purchased but has NEVER been associated to any particular hangar, adjacent property,
or any other location for the purposes of establishing access to Brighton Field.
Established Access: Access to Brighton Field that has been granted under the provisions of the BAA By-Laws, Lease Agreements,
Access Agreements, deeds, prior owner agreements, and/or this policy.
Access Agreement: Agreement between BAA and adjacent property owners, or others who access Brighton Field, documenting
rights and responsibilities of accessing Brighton Field.
New Access: Requested or potential access to Brighton Field that has not been granted and does not exist under any provision.
New Access Fee: Fee determined by the board to allow New Access to the airport, to be paid by the access requestor.
This is a one-time fee and is not to be charged to Established Access as long that Established Access has an Assigned Share.
Modification of the rules:
The Board at a regularly scheduled Board Meeting by a majority of the full board, or the shareholders at any shareholder
meeting, by majority vote, may modify these rules.
Effective July 11, 2007, anyone who is not a charter member, current shareholder, adjacent property owner, or does not
have property that can access Brighton Field may purchase a share of the Brighton Airport Association, providing they meet
By-Law guidelines. The cost will be $5,500 for a share plus the current capital improvement factor per share, but an additional
$12,000 access fee/share will be required if that share is to be associated with a hangar, adjacent lot, or any property that
is intended to base aircraft that will access Brighton Airport, that does not currently have access.
Current BAA members who do not own an unassigned share may purchase one unassigned share per the BAA By-Laws, at $5,500,
plus an additional capital improvement factor ($2,500 as of July 11th, 2007) until 12:00 Noon, September 15th, 2007, and assign
this share for access privileges at any time. After 12:00 PM September, 15th, 2007, there will be no special provisions for
current members for share purchases, capital improvement factors, or airport access fees.
Adjacent property owner’s, and/or lot owners with airport access or potential access via easements or any other
method will have the opportunity until 12:00 Noon, September 15th, 2007, to purchase a share for $5,500 plus the current capital
improvement factor($2,500 as of 7/11/07), to assign to their lot(s) if an assignable share does not exist for said property.
Access privileges will be granted with the purchase of a share, board approval, all applicable fees and annual dues are paid
and up to date, and have signed an Access Agreement with BAA.
Access to Brighton Field established prior to BAA ownership will be honored until September 1st, 2010. After 12 noon
September 1st, 2010 all access agreements established prior to BAA ownership of the airport will not be recognized, unless
the agreement is on file by January 1st, 2010 with BAA and has a documented alternative date.
Access Requirements:
After 12:00 Noon, September 15th, 2007, a $12,000 New Access Fee will be required to assign a share to a lot/property,
or hangar desiring access to Brighton Field, that does not already have an assigned share and with an airport access agreement
on file. This fee is a one time up-front fee. This will be an additional fee to the price of a share and Capital Improvement
Factor. Once the New Access Fee has been paid, all other fees paid, a share assigned, and board approval has been granted,
the access will be considered to be Established Access and no-longer subject to New Access Fees as long as the same share
is assigned to that particular hangar/lot/property.
Example of costs for New Access for a transaction after 12 Noon September 15th, 2007:
Share: $5,500
Capital Improvement Factor $2,500
New-Access Fee: $12,000
Total: $20,000
Section 1: Name: The name of the organization shall be called Brighton Airport
Association, Inc., hereafter referred to as BAA.
Section 2: Address: Brighton Field
8664 Hyne Road
Brighton, Michigan 48114
Section 3: Purpose: The purpose of the BAA is as follows:
- Purchase and operate the airport known as Brighton Field.
- Provide its members with an airport, and space for aircraft housing and
otherwise encourage sport aviation.
- Carry out the objectives set forth in the Articles of Incorporation.
- This airport shall be open to the public and provide transient and rental
parking for non-members.
MEMBERSHIP & ELIGIBILITY (Revised August 10, 2004)
Section 4: Membership: There shall be two classes of membership, Equity, and Non-equity members.
A. Equity Members are members who:
Own property with access to the Brighton Airport
And/or current hangar owners (who hold leases on a hangar),
And/or Other Aviation Enthusiasts
who have paid $ 5,500.00 per share of stock in the BAA.
One (1) share of stock must be purchased for each hangar.
One (1) share of stock must be purchased for each separate parcel of property which has access to Brighton Field.
Equity members will receive a stock certificate from the Corporation Secretary which will entitle each Equity Member to
one (1) vote per one (1) share of stock.
Equity Members are eligible to hold multiple shares, but not to exceed five (5) shares of stock per member.
Shares of stock are transferable if the owner of said share(s) sells his/her property, hangar, or interest, upon meeting
approval from a majority vote of the Board of Directors. (This provision revised 9/17/03)
All leases, access agreements, and all shares of stock are each transferable without restriction or added consideration,
to spouse and/or direct descendants of lessee.
Only Equity Members may serve on the Board of Directors.
B. Although Equity Membership is encouraged; a "short-term" Non-Equity Membership will be defined as:
1. Non-Equity Members are persons who have expressed an interest in
becoming an Equity Member.
2. Non-Equity Members will establish a payment schedule with the Board of
Directors towards becoming an Equity Member. Non-Equity membership shall not exceed three (3) months.
3. Non-Equity Members may attend meetings and have a voice in the
concerns of the airport but will not have a vote and will not be allowed
to purchase a hangar until becoming an Equity Member.
BOARD OF DIRECTORS, OFFICERS, AND DUTIES
Section 5: Officers:
The officers of BAA shall be a President, Vice President, Secretary, Treasurer, and five (5) Trustees.
It is the responsibility of the Board of Directors to manage the day-to-day operations of the BAA, establish & maintain
a list of airport rules, and address any items and/or issues not contained in these bylaws. All officers shall be elected
at the annual meeting by the membership. Each officer must be an Equity Member, and entitled to vote. Terms of office shall
commence upon completion of the election.
If a vacancy of an elected board position should occur before the end of the defined term for that position, the remaining
board members shall fill the vacancy by appointing a nominee by majority vote of the board. The appointee shall complete
the regular term for the position. (added 3-15-06)
Section 5a: Appointees: (added 3-15-07)
Appointed positions shall be Airport Manager, Assistant Airport Manager, and Facilities Manager. The Board by means
of a nomination and majority vote approval shall appoint one (1) Airport Manager, at least one Assistant Airport Manager,
and one (1) Facilities Manager. The term of each position shall be approximately two years and shall be determined at the
first Board meeting after the March shareholders meeting. The positions of Airport Manager, Assistant Airport Manager(s),
and Facility Manager do not have board voting authority. (updated 3/15/06)
Section 6: Officers Duties / Responsibilities
- President: The responsibilities of the President are as follows:
The active executive management of and the operation of BAA.
Preside over all meetings and shall be an ex-officio member of all committees.
Be the registered agent of BAA during his term.
Have full authority to execute BAA documents and countersign checks, drafts,
leases and all other legal documents in the interest of, and on behalf of BAA
as directed by the membership.
Schedule a review of all financial records in January of each year. This review
may be made by an accountant, or alternatively, three (3) members may be appointed, or volunteer to conduct the review.
A copy of the report shall be mailed to the membership no later than the March business meeting. This report shall also be
filed with the secretary. The President may select the review committee members from volunteers at a regular business meeting.
All actions must comply with the by-laws and the direction of the Board.
Vice President: The Vice President shall be responsible for the following:
In the absence of, or at the request of the President, the Vice President shall take his place.
Long, and short range planning of the best use of BAA facilities.
Propose, maintain, and implement safety procedures for the operation of aircraft, vehicles, and facilities.
Propose and implement architectural standards.
Propose and implement future tie-down lots, fueling facilities and transient parking areas.
Execute all leases.
All such plans and procedures must comply with the by-laws and the direction of the Board.
- Facilities Director: (Deleted (3/15/06 as an elected member of the Board.
Board appointed now. See section 6a: Appointees Duties/Responsibilities)
- Secretary: The Secretary is responsible for the following:
Record the minutes of all meetings including all business under discussion and any matters presented to the membership
for a vote.
Maintain the file of all correspondence and documents relating to legal, and historical business of the BAA.
Issue stock.
Maintain the roster (names, addresses, hangar assignments, etc.) of all Equity, Non-Equity Members and waiting lists.
Maintain a current copy of the bylaws which includes all changes and amendments thereto.
Maintain, and upon request, furnish to any member a copy of the airport deed, the articles of incorporation, the bylaws,
tie-down/lease information, the latest audit, and the latest Treasurer's report.
All such plans and procedures must comply with the by-laws and the direction of the Board.
- Treasurer: The Treasurer is responsible for the following:
All moneys collected and dispersed by BAA.
Keep accurate entries of incoming funds, and records of their disposition.
Maintain a commercial checking account as depository for all incoming funds, and the payment method of all debts and obligations
approved by the Board.
To supply a quarterly financial report to the Board for review.
Keep a dues/fees delinquency list.
Mail advisory notices, and present to the Board for disposition all delinquencies of three (3) months or more.
All such plans and procedures must comply with the by-laws and the direction of the Board.
- Trustees (five positions) The Trustee's are responsible for the following:
Serve on, and or chair committees as requested by the Board.
Fill vacancies as requested by the Board.
Coordinate social activities as requested by the Board.
Section 6a: Appointees Duties/Responsibilities (added 3-15-06)
Airport Manager: The Airport Manager shall be licensed by the appropriate body of the State of Michigan and is responsible
for the following:
Assist appropriate authorities in enforcement of the appropriate codes, rules, and regulations of the State of Michigan,
the FAA, and local authorities.
Determine that all licensed aeronautical facility requirements for the class under which the site is licensed are maintained.
Post local rules, traffic patterns, and noise abatement procedures, if any.
File notice(NOTAMS) with the proper agency(s) indicating any change in the aeronautical facility condition.
Report the airport activity and concerns to the board at regularly scheduled Board meetings, or sooner if required.
All such duties and responsibilities must comply with the by-laws and the direction of the Board.
Authority: The airport manager shall have, by appropriate resolution of the board, power and authority to exercise the
control over the aeronautical facility for the enforcement of federal, state, and local rules and regulations pertaining to
the landing area and its use.
Assistant Airport Manager(s): The Assistant Airport Manager(s) shall be licensed by the appropriate body of the State
of Michigan and is responsible for the following:
Assist the Airport Manager in fulfilling the Airport Manager responsibilities as required.
Fulfill the duties of the Airport Manager at such times that the Airport Manager is unavailable or unable to do so. All
such duties and responsibilities must comply with the by-laws and the direction of the Board.
Facility Manager: The Facilities Manager is responsible for the following: Coordinate with the board and the Airport
Manger all construction and facility improvements. Coordinate with Board and the Airport Manager the maintenance of airport
facilities, grounds, and equipment. All such plans and procedures must comply with the by-laws and the direction of the Board.
Section 7: Terms of Office
- Each Officer will serve for a two year term.
- The President, Secretary, and two Trustees will be elected in years ending with an odd number.
- The Vice President, Treasurer, and three trustees will be elected in years ending with an even number.
- The Airport Manager, Assistant Airport Manager(s), and Facilities Manager appointees will serve two year terms which
will commence by Board vote at the first Board meeting after the March shareholders meeting, beginning 3/19/06. (Revised
3/15/06)
MEETINGS
Section 8: Semi-annual Equity Member Meetings: (revised 9-12-01)
- Shall be held the third Wednesday of March and the third Wednesday of September for the purpose of transacting business
of the BAA.
- Notice of each meeting and the agenda, shall be posted and mailed to each Equity, and Non-Equity Member at least 15
days prior to each meeting.
Section 9: Annual Meeting.
- The March semi-annual meeting will be considered the Annual Meeting, for the purpose of electing officers and for the
transaction of such business as may come before the meeting.
Section 10: Special Meetings of Members.
- Special Meeting may be called, either by the President, The Board of Directors, or Members having an aggregate of 25%
of the votes entitled to be cast at a meeting of Equity Members.
- Written, or printed notice stating the place, day, and the hour of the meeting and the purpose(s) for which the meeting
is called, must be delivered not less than 15 days nor more than 40 days before such meeting by or at the direction of the
President, or the Board of Directors to each member.
- The notice will be deemed to be delivered when deposited in the U.S. mail addressed to the member at his address as
it appears on the records of the BAA with postage prepaid.
Section 11: Quorum.
A quorum shall be defined as at least five (5) members of the Board of Directors, and at least six (6) additional Equity
Members.
DUES & FEES (Revised 3/17/04)
Section 12: An annual, or semi-annual access/maintenance fee will be assessed to all Equity Members that:
own hangars at Brighton Airport (regardless of what the hangar is used for)
or
own property adjacent to the airport and who access the airport property, or who permit others to access the airport property,
on a regular basis as determined by the Board from their property.
An Equity Member may appeal the assessment of the access/maintenance fee to the Board of Directors in writing. If there
are extenuating circumstances, as determined by the Board of Directors in its sole discretion, the Board may grant relief.
Section 13: Rental Fees, Tie-down Fees, and access/maintenance fees will be assessed to Non Members as defined by the
Board of Directors.
Section 14: Dues and fees shall be paid as often as determined by a vote of the membership. Upon a three (3) months delinquency
period, as determined by the Treasurer, a certified letter will be sent informing the member of such delinquency. If such
delinquency is not paid by the next regular business meeting, the member will be notified of their loss of voting rights,
their stock lease and any hangar will be forfeited upon a majority vote of a quorum of the Directors. After such a notice,
vote, and forfeiture; BAA may sell the forfeited hangar, issue a new lease and recover all outstanding dues, fees and collection
costs. BAA may place a lien on the lease and/or property of said member in order to recover delinquent costs. Any remaining
balance shall be returned to the former delinquent member.
Section 15: The Board of Directors will establish an annual budget to include all expenses. Examples of such are corporate
existence, maintenance, general operating expenses, but not limited to the above mentioned. The Board will submit this budget
to the membership for approval on an annual basis.
The Board may also make necessary adjustments, when needed.
Section 16: All user/rental fees are due to the Treasurer of BAA at the regular business meeting in accordance with the
rental agreement. At such time any user/rental fees are delinquent in excess of three (3) months, the actions spelled out
in the rental agreement will become effective.
RIGHTS & RESPONSIBILITIES OF MEMBERSHIP (Revised 3/21/07)
Section 17: Equity Members, who are in good financial standing, and own property adjacent to the airport, and have met
the requirements established by the Board in the Rules for Accessing Brighton Airport, are allowed to access and use all Airport
facilities.
Equity Members, who are good financial standing, and own/lease a hangar located on property owned by the BAA, and have
met the requirements established by the Board in the Rules for Accessing Brighton Airport, are allowed to access and use all
Airport facilities.
Equity Members, who are in good financial standing and do not own/lease a hangar located on property owned by the BAA,
or own property adjacent to the airport, and have met the requirements established by the Board in the Rules for Accessing
Brighton Airport, are allowed to access and use all Airport facilities. (Main revision of 3/21/07)
Equity Members, who do not currently own a hangar, but have a desire to do so, will be placed on a ranking list giving
them preferential consideration at such time a hangar becomes available.
Non-Equity Members will not be allowed to own a hangar until becoming an Equity Member. Non-Equity Members will be allowed
to access and use the Airport facilities, but will pay normal tie-down fees as set by the Board of Directors.
It is the responsibility of all persons using Brighton Field to conduct themselves in a safe manner, and in accordance
with sound safety practices whether on the ground, or in the air.
NON MEMBERS
Section 18: Non Members are defined as the following:
The general "flying" public.
Adjacent homeowners who elected not to become Equity Members.
Hangar owners who elected not to become Equity Members.
Renters, or tie-down pilots who have elected not to become Equity Members.
RIGHTS & RESPONSIBILITIES OF NON MEMBERS
Section 19: It is the responsibility of all persons using Brighton Field to conduct themselves in a safe manner, and
in accordance with sound safety practices whether on the ground, or in the air.
Non Members will be charged an annual, or semi-annual access/maintenance fee as defined by the Board of Directors.
Upon the expiration of the existing lease, the Non Member will forfeit his/her hangar, and ownership will revert/become
the property of the BAA.
Upon the expiration of the existing lease, The Non Member, who is an adjacent property owner, or has Airport access, will
forfeit his/her access to Brighton Field.
HANGARS
Section 20: Hangars should be for the purpose of aviation-related storage.
Please help keep all Airport areas clean and free of clutter, blight, and any other unsightly items.
Any construction or mechanical alterations to hangars should be submitted to the Board of Directors in written form for
approval at the next regularly-scheduled meeting.
Any new hangar construction must meet Board of Director approval, and be in compliance with current building codes for
Brighton Township, and Livingston County, Michigan.
CHANGES TO BYLAWS (Revised 9/12/01)
Section 21: Changes can be made to this document based on the following procedure:
a. All bylaw changes must be submitted, in writing, to the Board of Directors 30 days prior to a regular meeting.
b. Given proper notice (15 days) the Secretary will include the proposed bylaw change within the Notice of Meeting (see
Meetings, Section 8).
c. There shall be a quorum present for the bylaw change to be considered (see Meetings, Section 11).
d. The proposed bylaw change will be discussed as a portion of new business.
e. A two thirds (2/3) majority of the quorum is required to pass the proposed bylaw change.
f. Upon passage of a bylaw change, the Secretary will update the Bylaws and circulate a new copy to the Equity Members
in a timely basis.
INDEMNIFICATION (Added 3/17/2004)
Section 22: The BAA shall, to the fullest extent authorized or permitted by the Michigan Business Corporation Act and
in accordance with the procedural requirements of the Michigan Business Corporation Act, (a) indemnify any person, and his
or her heirs, executors, administrators and legal representatives, who was, is, or is threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by
reason of the fact that such person is or was a director or officer of the BAA or is or was serving at the request of the
BAA as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise
(collectively, "Covered Matters"); and (b) pay or reimburse the reasonable expenses incurred by such person and
his or her heirs, executors, administrators and legal representatives in connection with any Covered Matter in advance of
final disposition of such Covered Matter. The BAA may provide such other indemnification to directors, officers, employees
and agents by insurance, contract or otherwise as is permitted by law and authorized by the Board of Directors.
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