The following is the current draft of updated by-laws to be voted upon by the membership.

(Click here to download an MS word version of this draft)

DRAFT #5

BYLAWS

FRIENDS OF THE FALLBROOK COMMUNITY AIR PARK, Inc.

As Amended _________, 2007

ARTICLE 1: NAME

The name of this organization shall be:

FRIENDS OF THE FALLBROOK COMMUNITY AIR PARK, Inc.

(FFCAP)

ARTICLE 2: PURPOSE

Section 1: Purpose. The purpose of this organization is to promote aviation in Fallbrook, California.

Section 2: Specifics of Purpose. The following is intended to guide the FFCAP Board of Directors in operation of the corporation:

(a) FFCAP is a registered, non-profit organization with the goal of promoting the Air Park through community awareness and out-reach programs and supporting local pilots and tenants by active involvement in all aspects of Air Park planning and operations.

(b) FFCAP may initiate discussions, observations, or investigations in order to make recommendations on aviation or Air Park matters to the Fallbrook Airpark Advisory Committee or any other agency upon approval of the FFCAP Board of Directors.

(c). FFCAP may hear comments on Air Park and aviation matters from the public or other agencies for consideration and possible recommendations to the Fallbrook Airpark Advisory Committee and/or the County Board of Supervisors or their designates or any other agency upon approval of the FFCAP Board of Directors.

(d) FFCAP shall cooperate with local, state, and national aviation interests for the safe and orderly operation of aircraft.

(e) FFCAP shall advance and promote the interests of aviation with consideration of the general welfare of the people living and working near the airport.

(f) In conjunction with all of the above, FFCAP shall provide a forum for the Manager of the Air Park regarding operational and/or policy matters at and around the Air Park.

(g) FFCAP will seek to maintain a member position on the Fallbrook Airpark Advisory Committee.

Section 3 Restrictions of Purpose

The corporation shall not engage in activities or exercise powers not in furtherance of its primary charitable purposes.

This corporation may exercise all powers conferred upon a nonprofit corporation by the laws of the State of California. In no event shall the corporation engage in activities not permitted by a corporation exempt under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE 3: PRINCIPLE OFFICE

The principal office of the corporation shall be located with the President of the FFCAP.

 ARTICLE 4: NONPARTISAN ACTIVITIES

This corporation has been formed under the California Nonprofit Public Benefit

Corporation Law (the “Law”) for the charitable purpose of promoting aviation in Fallbrook, California. It shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation.

The corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Should FFCAP wish to actively participate in politics by intervening in any political campaign on behalf of or in opposition to any candidate for public office; taking a formal position on a public election issue; or by influencing legislation a separate political action committee shall be formed.

ARTICLE 5: DEDICATION OF ASSETS

FFCAP property and assets are irrevocably dedicated to charitable purposes. No part of the properties or assets of FFCAP, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member, director or officer of this corporation.

ARTICLE 6: LIQUIDATION OF ASSESTS

On liquidation or dissolution of FFCAP, all remaining FFCAP properties and assets shall be distributed and paid over to an organization dedicated to charitable purposes which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE 7: MEMBERSHIP

Section 1. Qualifications. This corporation shall have one class of members as follows:

any individual person or organization subscribing to the purpose and policies of FFCAP and whose admission will contribute to the corporation's ability to carry out its charitable purposes, shall be eligible for membership. No person shall hold more than one membership. There is no limit on the number of members.

 Section 2. Dues. Each member must pay, within the time and conditions set by the Board, dues in amounts to be fixed from time to time by the Board. Those members who have timely paid the required dues and who are not suspended shall be members in good standing.

 Section 3. Rights of Membership. Members shall have the right to vote on the election of

directors, the disposition of all or substantially all of the corporation's assets, any merger

and its principal terms and any amendment of those terms, any election to dissolve the

corporation, the amendment of the corporation's Articles of Incorporation or bylaws, and

such other matters as set forth in these bylaws and the Law. In addition, members shall

have all rights afforded members under the Law and these bylaws. This corporation may

benefit, serve, or assist persons who are not members, but may restrict the provision of

certain benefits, services, and assistance to members. A corporate member may

designate in writing the name or position of the individual entitled to vote or exercise its

rights and to receive notices on behalf of the member. The member may amend such

designation at any time, and all such designations and amendments thereto shall be filed

with the records of this corporation. No member shall be entitled to any dividend or any

part of the income of the corporation.

Section 4. Termination of Membership. A membership shall terminate upon any of the following events:

(a) Resignation of the member, on reasonable notice to the corporation;

(b) Expiration of the period of membership, unless the membership is renewed

on the renewal terms fixed by the Board;

(c) Failure of the member to pay dues, fees, or assessments as set by the

Board within thirty (30) days after they become due and payable;

(d) Occurrence of any event that renders the member ineligible for membership,

or failure to satisfy membership qualifications; or

(e) Expulsion of the member under Article 7, Section 5 of these bylaws based on

the good faith determination by the Board, or a committee or person

authorized by the Board to make such a determination, that the member has

failed in a material and serious degree to observe the rules of conduct of the

corporation, or has engaged in conduct materially and seriously prejudicial to

the purposes and interests of the corporation.

Section 5. Suspension of Membership. A member may be suspended under Article 7, Section 6 of these bylaws, based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the corporation's rules of conduct, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the corporation. A person whose membership is suspended shall not be a member during the period of suspension.

Section 6. Procedure for Expulsion or Suspension. If grounds exist for

expulsion or suspension of a member under Article 7, Sections 4 or 5 of these bylaws, the following procedure shall be followed:

(a) The member shall be given fifteen (15) days notice, by any method

reasonably calculated to provide actual notice, of the proposed expulsion or

suspension and the reasons therefore. Any notice given by mail shall be sent

by first-class, registered, or certified mail to the member's last address as

shown on the corporation's records.

(b) The member shall be given an opportunity to be heard, either orally or in

writing, at least five (5) days before the effective date of the proposed

expulsion or suspension. The hearing shall be held, or the written statement

considered, by the Board or by a committee or person authorized by the

Board to determine whether the expulsion or suspension should take place.

(c) The Board, committee, or person shall decide whether or not the member

should be suspended, expelled or sanctioned in some other way. The

decision of the Board, committee or person shall be final.

(d) Any action challenging an expulsion, suspension, or termination of

membership, including a claim alleging defective notice, must be

commenced within one (1) year after the date of the expulsion, suspension,

or termination.

Section 7. Transfer of Membership. No membership or right arising from membership shall be transferred. All membership rights cease on the member's death or termination of membership.

 Section 8. Liability for Debts or Obligations. A member of the corporation is not personally liable for the debts, liabilities, or obligations of the corporation.

Section 9. Place of Meeting. Meetings of the members shall be held at any place designated by the Board of Directors. Membership meetings will be held in Fallbrook, California unless extraordinary circumstances are in effect.

 Section 10. Regular Meeting. A regular meeting of members shall be held in the month of November of each year, beginning in 2008. The Board of Directors shall fix the date and time and notify members directly or by telephone, e-mail, fax, U.S. Mail or other reasonable means two weeks prior to the regular meeting. At this meeting, directors shall be elected and any other proper business may be transacted.

 Section 11. Notice of Meetings. Whenever members are required to take action at a meeting, a written notice of the meeting shall be given at least ten (10) but no more than ninety (90) days before the meeting date to each member entitled to vote at that meeting. The notice shall be given either personally, or by first-class mail, or by other means of written communication, including e-mail.

 Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

(a) Removing a director without cause;

(b) Filling vacancies on the Board;

(c) Amending the Articles of Incorporation or bylaws;

(d) Electing to dissolve the corporation;

(e) Approving a plan of merger or consolidation; or

(f) Disposing of all or substantially all of the corporation's assets.

Section 12. Quorum. Fifteen percent (15%) of the voting power shall constitute a quorum for the transaction of business at any meeting of members. Subject to the foregoing, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken, other than adjournment, is approved by at least a majority of the members required to constitute a quorum, or such greater number as required by the Articles of Incorporation, these bylaws, or the Law. If a quorum is not present, the meeting of the members shall be rescheduled for the following month and members actually present at the rescheduled meeting shall constitute a quorum.

Section 13. Adjournment. Any member meeting, whether or not a quorum is present, may be adjourned by the vote of the majority of the members at the meeting. No meeting may be adjourned for more than forty-five (45) days.

 Section 14 Voting. Members entitled to vote at any meeting of members shall be those members in good standing. Voting may be by voice or ballot, except that election of

directors must be by ballot if demanded by any member before the voting begins. Each member entitled to vote shall be entitled to one vote on each matter. Cumulative voting is prohibited. Proxies are prohibited. If a quorum is present the affirmative vote of a majority of the voting power represented at the meeting, shall be the act of the members except for the 2/3 majority required for bylaw amendment or repeal as specified by Article 13 of these bylaws.

ARTICLE 8:  BOARD OF DIRECTORS

Section 1  Powers

Subject to the limitations regarding actions that require approval of the members, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by the Board of Directors.

Section 2  Number of Directors

There shall be five (5) directors. The number of directors may be changed by revision of these bylaws, or by repeal of these bylaws and adoption of new bylaws.

Section 3.  Election and Term of Office of Directors. The board of directors serving in 2007 shall continue to serve until 2008, at which time two (2) directors chosen by the board of directors shall have their terms expire. Elections will be held to fill the resulting two (2) board vacancies. In 2009 the three (3) remaining original directors shall have their terms expire. Elections will be held to fill the resulting three (3) board vacancies. Thereafter two (2) board members will be elected in each even calendar year and three (3) directors shall be elected in each odd calendar year. Directors shall be FFCAP members in good standing and shall serve for two (2) year terms. There are no term limits.

Section 4.  Election of Directors. At their September board meeting, the Board of Directors shall form a nominating committee. The nominating committee shall make its recommendations at the November board meeting, but nominations will remain open until the November membership meeting in order to take nominations from the membership. If after the close of nominations the number of people nominated is not more than the number of directors to be elected, the corporation may without further action declare that those nominated have been elected. Elections will be held at the November membership meeting. The new board will meet and elect its officers at the December board of directors meeting.

Section 5. Vacancies.  A vacancy on the Board shall exist on the occurrence of the

following: (a) the death or resignation of any director; (b) the declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Sections 5230-5239 of the Law dealing with standards of conduct for a director, or has missed three (3) consecutive meetings of the Board of Directors or a total of four (4) meetings of the Board during any one calendar year without being excused by the president; (c) the vote of the members to remove a director; (d) an increase in the authorized number of directors; or (e) the failure of the members, at any meeting of members at which directors are to be elected, to elect the number of directors required to be elected at such meeting.

Any director may resign upon giving written notice to the president, the secretary, or the Board of Directors. If the resignation is effective at a future time, as specified in the letter of resignation, a successor may be designated to take office when the resignation becomes effective. Unless the California Attorney General is first notified, no director may resign when the corporation would then be left without a duly elected director in charge of its affairs.

 Except for a vacancy created by the removal of a director by the members, vacancies on the Board may be filled by vote of a majority of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. The members may fill any vacancy not filled by the directors.

Prior to the removal of any director, the director to be removed  shall be given fifteen (15) days written notice prior to the meeting at which removal is voted, by any written method reasonably calculated to provide actual notice, of the proposed removal and the reasons therefore. Any notice given by mail shall be sent by first-class, registered, or certified mail to the director's last address as shown on the corporation's records.

No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

Section 6. Meetings. The Board of Directors shall meet immediately after each regular meeting of members for purposes of organization, election of officers and directors, or other business. Other regular meetings of the Board of Directors shall be held at such times as are fixed by the Board of Directors. Such regular meetings may be held without notice. Meetings shall be held at any place designated by the Board but shall be held in Fallbrook, California unless extraordinary circumstances prevail. Any meeting may be held by conference telephone or other communications equipment as long as all directors participating in the meeting can communicate with one another. Attendance at the meetings is mandatory except that the president may excuse absences at his discretion.

 Section 7. Action at a Meeting. Presence of a majority of the directors then in office at a meeting of the Board of Directors constitutes a quorum. A meeting at which a quorum is initially present, including an adjourned meeting, may continue to transact business notwithstanding the withdrawal of directors. Directors may not vote by proxy.

 Section 8. Fees and Compensation. Directors and members of committees may not receive any compensation for their services as such, but may receive reasonable reimbursement of expenses incurred in the performance of their duties, including advances upon approval of the Board of Directors.

ARTICLE 9: OFFICERS

Section 1. Officers. FFCAP officers shall consist of a president, vice president, secretary, treasurer and membership director.

The same person may hold any number of offices, except neither the

secretary nor treasurer may serve concurrently as the president.

The officers shall be chosen by the Board at its first meeting following each regular meeting of members, and shall serve at the pleasure of the Board.

Any officer may be removed with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board of Directors, the president, or the secretary. Any resignation shall take effect on the date of the receipt of such notice or at any later time specified in the resignation; and, unless otherwise specified in the resignation, the acceptance of the resignation shall not be necessary to make it effective.

A vacancy in any office can be temporarily filled by appointment by the Board of Directors until the next regular membership meeting, whereupon the members need to approve the appointment by a simple majority of those members present.

Section 2. President. Subject to the advice and consent of the Board of Directors, the president shall, in general, supervise and conduct the activities and operations of FFCAP, shall keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the corporation, and shall see that all orders and resolutions of the Board are carried into effect. Specifically, the president shall conduct a review of the treasurer’s books annually. The president shall be empowered to act, speak for, or otherwise represent the corporation between meetings of the Board. As authorized either generally or specifically by the Board the president shall contract, receive, deposit, disburse, and account for funds of the corporation;  execute in the name of the corporation all contracts and other documents; and negotiate all material business transactions of the corporation.

Section 3. Vice President. The vice president shall, in the absence of the president, or in the event of his or her inability or refusal to act, perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president.

Section 4. Secretary. The secretary shall be custodian of all records and documents of the corporation, shall act as secretary of all the meetings of the Board of Directors and the members, and shall keep the minutes of all such meetings. He or she shall attend to the giving and serving of all notices of the corporation.

Section 5. Treasurer. The treasurer shall keep and maintain adequate and correct accounts of the properties and business transactions of the corporation following commonly accepted accounting practices.

The treasurer shall receive, deposit or cause to be deposited all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. The treasurer shall disburse or cause to be disbursed the funds of the corporation as may be ordered by the Board of Directors, and shall render to the president and directors annually and whenever they request it, an account of all of the treasurer's transactions as treasurer and of the financial condition of the corporation.

Section 6. Membership Director.  The membership director shall maintain records of the membership status of FFCAP. The membership director shall be the primary source of membership recruitment to FFCAP and shall maintain an ongoing effort to recruit new and retain current FFCAP members. 

ARTICLE 10: EXECUTION OF CORPORATE INSTRUMENTS

Section 1. Execution of Corporate Instruments. The Board of Directors may, in its

discretion, determine the method and designate the signatory officer or officers or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the corporation, promissory notes, deeds of trust, mortgages, and other evidences of indebtedness of the corporation, and other corporate instruments or documents, memberships in other corporations, and certificates of shares of stock owned by the corporation, shall be executed, signed, or endorsed by the president and by the secretary or treasurer. 

All checks and drafts drawn on banks or other depositories on funds to the credit of the corporation, or in special accounts of the corporation, shall be signed by such person or persons as the Board of Directors shall authorize to do so.

Section 2. Loans and Contracts. No loans or advances shall be contracted on behalf of the corporation and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by a unanimous vote of the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the corporation may enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.

 ARTICLE 11: RECORDS AND REPORTS

Section 1. Maintenance and Inspection of Articles and Bylaws. The corporation shall keep at its principal office the original or a copy of its Articles of Incorporation and bylaws as amended to date, which shall be open to inspection by the members and directors at all reasonable times during office hours.

Section 2. Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns. The corporation shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law.

Section 3. Maintenance and Inspection of Other Corporate Records. The corporation shall keep adequate and correct books and records of accounts; written minutes of the proceedings of its members, Board, and committees of the Board; and a record of each member's name and address. All such records shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal office of the corporation. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form.

Upon leaving office, each officer or agent of the corporation shall turn over to his or her successor or the president, in good order, such corporate monies, books, records, minutes, lists, documents, contracts or other property of the corporation as have been in the custody of such officer or agent during his or her term of office.

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.

On written demand of the corporation, any member may inspect, copy, and make extracts of the accounting books and records and the minutes of proceedings of the members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the member's interest as a member. If the corporation reasonably believes the information will be used for a purpose otherthan one reasonably related to a person's interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the accounting books and records and the minutes of proceedings of the members, the Board, and committees of the Board.

Any member has the right to inspect and copy an alphabetized list of names, addresses, and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled. Unless specifically authorized by the Board of Directors, the names, addresses, and voting rights of members shall be kept entirely within the corporation. It shall be the policy of FFCAP to keep the names, addresses, and voting rights of members private to FFCAP and its membership. Such information is not to be disseminated for business, political or governmental uses unless such use is of benefit to FFCAP and its individual members.

ARTICLE 12: FISCAL YEAR

The fiscal year for this corporation shall begin on January 1^st and shall end onDecember 31^st.

ARTICLE 13: AMENDMENTS AND REVISIONS

The Board may adopt, amend, or repeal bylaws by affirmative vote of a majority of the directors then in office, unless the action would materially and adversely affect the members' rights as to voting or transfer.

Without the approval of a majority of the members, the Board may not adopt, amend, or repeal any bylaws that would:

(a) Increase or extend the terms of directors;

(b) Increase the quorum for members' meetings;

(c) Authorize cumulative voting;

(d) Increase the number of directors appointed by the Board rather than elected

by the members;

(e) Authorize the Board to fill a vacancy created by the removal of a director by

the members; or

(f) Incur debt without the approval of the members.

New bylaws may be adopted, or these bylaws may be amended or repealed, by approval of 2/3 the members.

No amendment may extend the term of a director beyond that for which the director was elected.

ARTICLE 14: CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the California Nonprofit Corporation Law as amended from time to time shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a corporation as well as a natural person. If any competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.

CERTIFICATE OF SECRETARY

I, the undersigned, certify that I am the presently elected and acting secretary of the Friends of the Fallbrook Community Air Park, a California nonprofit public

benefit corporation, and the above bylaws, consisting of eleven (11) pages, are the bylaws of this corporation as adopted by the Board of Directors on _______________, 2007, and that they have not been amended or modified since that date.

Executed on __________________, 2007, at Fallbrook, California.

______________________________

Secretary