As adopted by a majority vote of the shareholders at a meeting held on 10/13/82, and with amendments as voted by the shareholders on 10/30/84, and on 10/26/89.
ARTICLE I. OFFICES
The principal offices of the corporation shall be at Richmond Airport, Township of Unadilla, County of Livingston, State of Michigan. The registered office of the corporation required by the Michigan Business Corporation Act to be maintained in the State of Michigan and the resident agent may be changed from time to time by resolution of the Board of Directors and making the required filing with the State.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders shall be held on the fourth Thursday in the month of October in each year, beginning with the year 1983, at the hour of 7:30 P.M., for the purpose of electing Directors and Officers and for the transaction of such other business as may come before the meeting. If the election of Directors and Officers shall not be held on the day designated herein or any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the shareholders may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than twenty-five percent of all outstanding shares of the corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate the place of meeting for any annual or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation.
Section 4. Notice of Meeting. Written notice stating the place, date, and hour of the meeting, except as otherwise provided by law, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the books of the corporation, with postage prepaid. The purposes or purposes for which a special meeting is called shall be set forth in the notice. The persons calling a special meeting shall be responsible for giving the notice. In all other cases, the Secretary shall give the notice. No notice need be given of any meeting of shareholders at which all shareholders entitled to vote shall be present in person or by proxy, or of which such shareholders shall have waived notice.
Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or for the purpose of expressing consent or to dissent from a proposal without a meeting, or for the purpose of any other action, the Board of Directors shall fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 nor less than 10 days before the date of the meeting, nor more than 60 days before any other action. When a determination of shareholders entitled to vote at any meeting has been made as provided in this section, the determination shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date under this section for the adjourned meeting.
Section 6. Voting List. The Secretary of the corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof. The list shall be prima facie evidence as to who are the shareholders entitled to examine the list or to vote at the meeting.
Section 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Section 8. Proxies. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize other persons to act for him by proxy. A proxy shall be signed by the shareholder or by his duly authorized attorney in fact. A proxy is revocable at the pleasure of the shareholder unless it states that it is irrevocable and it meets the statutory requirements for an irrevocable proxy. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. All proxies shall be filed with the Secretary of the corporation before or at the time of the meeting of shareholders. In the case of action taken without a meeting, proxies shall be filed with the writing which sets forth the action taken. The authority of the holder of a proxy to act is revoked by the death or incompetence of the shareholder effective upon the receipt by the Secretary of written notice of the death or of an adjudication of incompetence.
Section 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. Neither shares of its own stock held by the corporation nor those held by another corporation in which the corporation owns shares shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting. Shares held by 2 or more persons as joint tenants or as tenants in common may be voted at a meeting of shareholders by any of such persons, unless another joint tenant or tenant in common seeks to vote any of such shares in person or by proxy. In the latter event, the written agreement, if any, which governs the manner in which the shares shall be voted, controls if presented at the meeting. If no such agreement is presented at the meeting, the majority in interest of the joint tenants or tenants in common present shall control the manner of voting. If there is no such majority, the shares, for the purpose of voting, shall be divided among such joint tenants or tenants in common in accordance with their interest in the shares. A vote may be cast either orally or in writing. No individual may vote more than 25 50 shares, whether as owner or as proxy. Each Director who is also being elected an officer shall be elected by a majority of the votes cast at an election. Directors other than officers shall be elected by a plurality of the votes cast at an election. Amendments to bylaws shall be authorized by a 2/3 majority of the votes cast by the holders of shares entitled to vote thereon. When any other action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by law.
Section 10. Inspectors of Election. The Board, in advance of a shareholders' meeting, may appoint 1 or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders' meeting may, and on request of a shareholder entitled to vote thereat shall, appoint 1 or more inspectors. The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine challenges and question arising in connection with the right to vote, count and tabulate votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or a shareholder entitled to vote thereat, the inspectors shall make and execute a written report to the person presiding at the meeting of any of the facts found by them and matters determined by them.
Section 11. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure, and Qualifications. The number of directors of the corporation shall be nine. Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. No person, other than an incorporator or a shareholder of the corporation, shall be qualified to be a Director. One Director shall be President, one First Vice-President, one Vice-President for Community Relations, one Secretary, and one Treasurer.
Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, within the State of Michigan, for the holding of additional regular meetings without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons duly calling a special meeting of the Board of Directors may fix the time and place, either within or without the State of Michigan, as the place for holding any special meeting of the Board of Directors called by them.
Section 5. Notice. Notice of any special meeting shall be given at least two days previously thereto (at least 20 days previously thereto if the meeting is to be held outside of the State of Michigan) by written notice delivered personally or mailed to each Director at his business or personal address, or by telegram or mailgram. If mailed, such notice shall be deemed to be delivered on the second day after the day in which it is deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram or mailgram, such notice shall be deemed to be delivered when the message is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at, and the purpose of, any special meeting of the Board of Directors shall be specified in the notice or waiver of notice of such meeting.
Section 6. Participation in a Meeting by Electronics. A member of the Board or of a committee thereof may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting constitutes presence in person at the meeting.
Section 7. Quorum. A majority of the number of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 8. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 9. Action without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors.
Section 10. Removal of Directors. A director or the entire Board may be removed, with or without cause, by vote of the holders of a majority of the shares entitled to vote at an election of directors.
Section 11. Vacancies. The shareholders may fill any vacancy in the Board of Directors created by their creation of a new directorship or by their removal of a director at the meeting at which the new directorship is created or the removal is accomplished. Any vacancy occurring in the Board of Directors which is not filled by the shareholders as aforesaid 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, including a vacancy due to the creation of a new directorship, may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.
Section 12. Compensation. The Directors and Officers of the corporation shall serve without compensation, but may be reimbursed for authorized expenditures made on behalf of the corporation in the ordinary course of business.
Section 13. Presumption of Assent. A Director present at a meeting of the Board of Directors shall be presumed to have assented to the actions taken at the meeting unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the Secretary at the meeting or shall forward such dissent by certified mail to the Secretary immediately after the meeting. The right to dissent shall not extend to a Director who voted in favor of an action.
Section 14. Board Committees. The Board of Directors may designate 1 or more committees, each of which to consist of one or more members of the Board. Members of Board Committees shall serve at the pleasure of the Board. A committee designated by the Board may exercise such power and authority of the Board in the management of the business and affairs of the Corporation as shall be provided for by resolution of the Board and not prohibited by law. (a committee may not amend the articles or bylaws, fill a vacancy on the Board, declare a dividend, issue stock, agree to a merger or consolidation, recommend dissolution, or recommend sale, lease or exchange of all or substantially all of the corporation's property and assets.)
Section 15. Shareholders may attend but not speak (unless invited to speak) or vote at Board meetings, but shall be given an opportunity to address the Board at the end of each Board meeting.
ARTICLE IV. OFFICERS
Section 1. Number. The officers of the corporation shall also be directors of the corporation. The officers shall be a President, a First Vice-President, and such other Vice-Presidents as the shareholders shall determine, but which shall include a Vice-President for Community Relations, and a Secretary and a Treasurer, each of whom shall be elected by the shareholders. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election and Term of Office. The officers of the corporation shall be elected annually as officers and directors by the shareholders at the annual meeting of the shareholders. Each officer shall hold office until the election of his successor at the next annual meeting unless he shall earlier die, resign, or be removed.
Section 3. Removal. Any officer elected by the shareholders may be removed with or without cause only by vote of the shareholders, but his authority to act as an officer may be suspended by the Board for cause. An agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term, subject to the right of the shareholders to fill a vacancy set forth in Article III, section 11.
Section 5. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, certificates for shares of the corporation, any deeds, land contracts, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation, or shall by law be required to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. The Vice-Presidents. In the absence of the President or in the event of his death, inability or refusal to act, the First Vice-President (and then other Vice-Presidents in the order designated at the time of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-President shall perform such duties as shall be prescribed by the bylaws, or as shall be assigned by the Board of Directors or by the President. The Vice-President for Community Relations shall be responsible for maintaining cordial relations with the community surrounding the airport, including the development of appropriate policies and action programs, and the direction and coordination of special activities by airport users designed to maintain community acceptance of soaring and general aviation.
Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors, and of any committee of the Board of Directors which the Board has empowered to exercise the power and authority of the Board of Directors in the management of the business and affairs of the corporation, in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or by the President.
Section 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipt for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, depositories, money market funds, or instruments of indebtedness of the government of the United States of America as shall be selected in accordance with the provisions of Article V of the bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or by the President. If required by the Board of Directors, the Treasurer shall give bond for faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 9. Salaries. The officers shall serve without salary, but may be reimbursed for expenses which have been authorized and incurred on behalf of the corporation in the regular course of business.
ARTICLE V. CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors and in any case where the indebtedness exceeds five thousand dollars ($5,000) also by a resolution of the shareholders. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, depositories, money market funds, or instruments of indebtedness of the government of the United States of America as the Board of Directors may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice-President and by the Secretary and sealed with the corporate seal. All certificates for shares shall be consecutively numbered. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.
Section 3. Restrictions. The Board of Directors shall cause to be placed on each share certificate the substance of any restriction governing the qualification to be a shareholder, limiting the extent of share ownership, or limiting the right of transfer of share ownership, whether contained in the Articles of Incorporation or duly adopted by action of the shareholders.
ARTICLE VII. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January and end on the thirty-first day of December in each year.
ARTICLE VIII. DIVIDENDS
The Board of Directors may, form time to time, declare and the corporation may pay, dividends on its outstanding shares in the manner, and upon the terms and conditions provided by law and its articles of incorporation.
ARTICLE IX. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the word ``Seal.''
ARTICLE X. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these bylaws or under the provisions of the articles of incorporation or under the provisions of the Michigan Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.
ARTICLE XI. AMENDMENTS
The Board of Directors may not amend the bylaws. The shareholders may amend, alter or repeal any bylaw at any regular or special meeting of the shareholders provided that the substance of the amendment is contained in the notice of the meeting and that at least 10 days notice is given to shareholders before the date of the meeting.