Operating Agreement for
the River Oaks Aero Modeler's Club,
a Michigan Limited Liability Company

This Operating Agreement is made on June 28, 2005, among the River Oaks Aero Modeler's Club, a Michigan Limited Liability Company (henceforth referred to as “Club”), the persons executing this Operating Agreement as members of the Club, and all of those who shall later be admitted as members who agree to the following:

Article One: Organization

1.1 The name of this Club shall be the “River Oaks Aero Modeler's Club, LLC”.
1.2 The purpose of this Club shall be:
      1.2.1 To promote the educational and competitive aspects of model aviation.
      1.2.2 To provide the membership with a constructive spare-time activity.
      1.2.3 To promote safety and sportsmanship in the pursuit of this hobby.
      1.2.4 To continuously emphasize programs, projects and activities directed towards the
             membership of this Club.
1.3 The duration of this Club is perpetual. The Club may be dissolved with the approval of two-thirds vote
      of the membership. Any proceeds from the dissolution of the Club will be donated to the
      AMA Scholarship Fund.

Article Two: Membership Policy

2.1 All persons having an interest in model aviation, regardless of age, sex, race religion or national
     origin, shall be eligible for membership provided they meet the following qualifications prescribed
     for this Club and the Academy of Model Aeronautics (AMA).
      2.1.1 Must be an AMA licensed member to have flying privileges with the Club. AMA membership
             is not required for non-flying members.
      2.1.2 Must conform to AMA and Club Field rules in regard to building and flying model aircraft safely.
      2.1.3 Must pay all dues imposed by the Club. Dues are paid on a yearly basis and are due on the last
             day of February.
      2.1.4 Any member who consistently violates this operating agreement and/or the club safety rules may
             be expelled from the Club. A club officer will have issued sufficient warning and expulsion shall be by
             move of the membership and a two-thirds (2/3) majority present at the regularly scheduled meeting.
      2.1.5 Only members in good standing are permitted to use the club flying site or facilities.

Article Three: Basic Operating Policy

3.1 The purpose of this Club shall be promoted through educational programs directed towards modelers
      and the general public, and shall be developed through committees, projects, work sessions
      and, contests, and shall be governed by the basic policies set forth in this article.
3.2 This Club shall be non-commercial, non-profit, non-sectarian and non-partisan. It shall not endorse
      any commercial enterprise or product. The name of the Club or the name of any members in their
      official capacity, or the names of any sponsor shall not be used in any connection with any
      commercial concern or product or with any partisan interest or for any other purpose than the
      regular purpose of the club.
3.3 This Club may cooperate with other organizations and agencies interested in modeling, provided
      its representatives make no commitments binding upon the membership without approval of said       membership.
3.4 This Club will work with the AMA (Academy of Model Aeronautics), and within the framework of
      the Academy's policy and by-laws. Membership in the club shall be contingent upon membership
      in the AMA.
3.5 This Club will associate itself with the enjoyment of radio controlled miniature aircraft. When interests
      in other types of modeling become known, the Club will consider pursuing these interests. Flight
      training shall be limited to family and friends of qualified members of the Club on a voluntary basis only.
3.6 Combat flying shall be discouraged until the Club has sufficient membership to support this category.

Article Four: Dues Policy

4.1 Membership in this Club shall be offered to persons interested in building and flying model airplanes
       and who agree in written application to abide by this operating agreement and the Club flying site rules.
4.2 Dues Structure will be established upon the needs of the Club, but will initially be set at:
      4.2.1 Individual Adults and/or Family membership (including spouse and children under 18):
             $50 plus Park Pass.
      4.2.2 Children over 18 but in school (high school or college): $25 plus Park Pass.
      4.2.3 Seniors (65 or older): $45 plus Park Pass.
      4.2.4 The following Club officers will enjoy (1) year of half dues for membership during their year in office: President, Vice President, Treasurer, Recording Secretary, Safety Coordinator and Newsletter Editor.
      4.2.5 New members will be assessed a $20 initiation fee.
4.3 Annual dues will cover the period from January 1st through December 31st. New members joining
      this Club during the year will be assessed for the full year when joining prior to August 15st. New       members joining the club after August 15st will pay one half their normal dues for the remainder
      of the year. Members not keeping their membership current paid by February 15th, shall be required
      to pay their year's dues and a $10.00 reinstatement fee (Exclusions: Military Duty).
4.4 Individuals must hold a valid AMA, MAAC (Model Aviation Association of Canada), to be eligible to       participate in club-sponsored contests or events.
4.5 Membership card must be shown to any club member at flying site, before flying, if so requested.
4.6 Definitions:
      4.6.1 A flying ”Visitor” is any non-member who does not have, nor intends to fly with, their own
             plane / equipment but one who may enjoy assisted flying by an approved Club training member
             and using that member's plane/ equipment or a plane belonging to the Club.
      4.6.2 A flying “Guest” is any non-member who is a qualified pilot who is invited to fly at our field by
             a member and intends to fly using their own plane / equipment. A flying Guest may enjoy the use
             of the field a total of three (3) times before being required to support the field by joining the Club.
             Club sponsored demonstration flights; open fly-ins and competitions are excluded from the tally of
             total visits.

Article Five: Election and Appointment of Club Officers

5.1 The elected officers of the Club shall be the President, Vice President, Recording Secretary and       Treasurer.
      5.1.1 Officers shall be elected annually in the month of November and shall assume their official duties
             at the first business meeting in January. Officers shall serve for a term of one (1) year or until their
             successor is elected.
      5.1.2 The elected officers may serve a maximum of four (4) consecutive terms in any one office.
      5.1.3 Only those who have consented to serve if elected shall be eligible for nomination.
      5.1.4 A nominating committee shall make nominations for potential elected officers in October.
       5.1.5 All officers shall be elected by a secret ballot at the November business meeting.
      5.1.6 A vacancy occurring in any elected office shall be filled for the term by a person elected
             by a majority vote at the next business meeting following the occurrence of the vacancy.
5.2 The appointed officers of the Club, if required, shall be the Newsletter Editor, Field Maintenance
      Officer and Safety Coordinator.
      5.2.1 Officers will be appointed to serve for a term of one (1) year.
      5.2.2 Appointment of these officers will be made at the December business meeting.
5.3 All officer nominees and appointments shall be members in good standing subject to this
      operating agreement.

Article Six: Duties of Club Officers

6.1 The President shall preside at all meetings of the Club. He shall perform such other duties as
      may be prescribed by this operating agreement and shall coordinate the work of the officers
      and committees, in order that the objectives of the Club may be promoted. The President
      shall be allocated $100.00 per year for emergency funding and must inform the membership
      of expenditures at the following business meeting.
6.2 The Vice-President shall act as an aid to the President and shall perform the duties of the
      President in the absence or inability of the President to serve.
6.3 The Recording Secretary shall record the minutes of all meetings of the Club and shall perform
      such other duties as may be delegated by the membership.
6.4 The Treasurer shall receive all monies of the Club; shall keep an accurate record of receipts
      and expenditures; and shall pay out funds in accordance with the approved budget, as authorized
      by the membership. The Treasurer shall present a financial statement at every business meeting
      of the Club and at other times when requested by the membership. The Treasurer's accounts shall
      be examined annually by an auditor and/or auditing committee of not less than three (3) members
      who, satisfied that the Treasurer's annual report is correct, shall sign a statement to that effect at
      the end of the report. The auditing committee shall be appointed by the final business meeting of
      the year. The auditing committee shall report its findings at the first business meeting of the year.
6.5 The Newsletter Editor is responsible for assembling and distributing the club newsletter. The newsletter
      should be issued no later than one (1) week before the monthly business meeting.
6.6 The Field Maintenance Officer is responsible for insuring that the field is maintained. He will act as the
      primary contact between the Club and the mowing service.
6.7 The Safety Coordinator is responsible for insuring that Club members are qualified to fly at the field and
      shall perform duties as prescribed by Section 4 of the AMA suggested duties of Club Officers.

Article Seven: Business Meetings

7.1 There shall be no less than twelve (12) regular business meetings per calendar year. Business meetings
      will be established by the membership at a regular day, time and place.
7.2 Roberts Rules of Order (revised) shall govern this Club in all cases which they are applicable and in which
       they are not in conflict with the Operating Agreement of the Club.
7.3 The order of business meetings shall be:
      7.3.1 Call to order.
      7.3.2 Announcements and the recognition of guests.
      7.3.3 Reading and/or approval of minutes from the previous meeting.
      7.3.4 Statement of the Treasurer.
      7.3.5 Reading of communications.
      7.3.6 Reports of their Disposal.
      7.3.7 Unfinished Business.
      7.3.8 New Business.
      7.3.9 Safety issues with discussion.
      7.3.10 Show and Tell (If a member brought a model to the meeting).
      7.3.11 Adjournment.

Article Eight: Membership Rights

8.1 The highest authority shall be the dues paying members of the Club assembled at any authorized
      business meeting. A quorum shall consist of a simple majority of the dues paying membership
      assembled at an authorized business meeting.
8.2 Each member of this Club will be given a copy of this Operating Agreement upon acceptance of
      his/her dues.
8.3 This Operating Agreement shall be binding upon all members of the Club.

Article Nine: Exculpation of Liability

9.1 Unless otherwise provided by law, or expressly assumed, any person who is a member or officer
      of the Club, shall not be liable for the acts, debts, or liabilities of the Club.

Article Ten: Club Field Rules

10.1 All members of the Club shall obey the following Field Rules:
      10.1.1 All pilots wishing to use this flying field are welcome, BUT must be a current member of
             The Academy of Model Aeronautics (AMA or MAAC).
      10.1.2 Piloting a model aircraft after consuming alcoholic beverages is prohibited and alcoholic
             beverages are NOT permitted on the premises.
      10.1.3 The frequency pin must be reserved before turning on the transmitter and the frequency pin must
             be attached to the transmitter. The transmitter must have the frequency identification number
             attached. Transmitters and receivers operating on the 50 MHz and 72 MHz band must be narrow
             banded.
      10.1.4 Pilots must make sure their models are securely restrained while starting by a mechanical
             restraint or another person.
      10.1.5 The average maximum sound level for models flown at the field is 98 db.
      10.1.6 Taxiing anywhere between the fence and the taxi line (the Pit area) is prohibited.
      10.1.7 Flying of models is restricted to the boundaries of the field: i.e.- M-96 on the north side of the field.
             Inside the fence away from the Benteler property on the east side. Away from the Ball Diamonds to
             the south side, and away from the entrance road to the west. Flying behind the flight line is
             prohibited.
      10.1.8 Piloting a model is permitted only while standing at one of the 4 (four) designated flight stations.
             Rotary winged aircraft will have their own flight station on the south end of the pits. There will be a
             total of 5 (five) flight stations.
      10.1.9 Rotary winged models will not hover outside the designated hover area at the south end of the Pit
             area or at over 15 ft of altitude. Unsafe starting procedures and 360-degree fly-arounds are
             prohibited.
      10.1.10 Models shall not exceed 10 pounds during general flying or 12 pound during special club
             sanctioned events.
      10.1.11 Gasoline powered models are prohibited to fly at this field.
      10.1.12 Persons walking onto the active runway must positively notify pilots flying of their intentions.
      10.1.13 All pilots will follow the official AMA Safety Code.
      10.1.14 Only persons essential to flight operations are permitted on the flying side of the fence.
      10.1.15 Members must keep the field and surrounding area clean and take home all their trash each time
             out. If necessary, the Field Marshall or any Club Officer may close the field down for clean up.
             Smoking is prohibited in the pits and on the flight line at all times.

Article Eleven: Amendments

11.1 This Operating Agreement may be amended at a regular business meeting of the Club by a 2/3 majority
      vote of the dues paying members present provided that a notice of the amendment is presented at the
      previous business meeting in written form. The membership shall be notified of the amendment by mail
      (or electronic mail) a reasonable time before the meeting at which the vote is taken.
11.2 A committee may be appointed by simple majority vote (of the members present at any authorized
      business meeting) to prepare and submit a revised Operating Agreement to the membership which will
      then be voted on in accordance with section 11.1.