MANATEE COUNTY RADIO CONTROLLERS, INC.

BY LAWS as of May 19, 2002

Amended June 20, 2002

And

Amended November 24, 2002

And

Amended March 28, 2004

ARTICLE I – NAME

Name

The name of this corporation is Manatee County Radio Controllers, Inc hereinafter called The Club.

Location

The offices of The Club shall be located in the State of Florida, County of Manatee.

ARTICLE II – PURPOSE

The purpose will be to promote the hobby, the sport and safety through the operation of Radio Controlled

Devices. Aircraft shall have priority over any other Radio Controlled Device.

The Club shall be organized as a Chapter of the Academy of Model Aeronautics,

Inc., hereinafter called American Modelers Association (AMA) as a not-for-profit club incorporated under the

Laws of the State of Florida.

ARTICLE III – MEMBERSHIP

Qualifications

Eligibility for membership shall be by written application submitted to the Secretary or any current board member along with proper club dues, initiation fee and copy of their current AMA/Model Aeronautics Association of Canada (MAAC) card. All renewing members shall present a copy of their renewed AMA/MAAC card to the membership committee at the beginning of each calendar year verifying AMA/MAAC membership. No card is required for non-flying members.

All persons shall be eligible for membership and shall agree to abide by The

Club’s bylaws and act at all times within the AMA Safety Code, The Club’s

Suggested Safety Procedures and standing Rules and Regulations.

Dues and Assessments

There shall be classifications of memberships and an established structure for dues. The Board of Directors

will establish the monetary structure on an annual basis and clearly publish these on the current membership

application and membership renewal forms.

1. The following classifications of The Club’s memberships are as follows:

Regular Members – Full flying and voting rights. Must be current AMA/MAAC cardholder.

Youth Members – (19 and younger by December 31 – Full flying and voting rights at reduced membership fee. Must be current AMA/MAAC cardholder.

Family Membership – Full flying and voting rights at reduced membership fees for spouses and children under 19 by December 31. Only Primary Member pays initiation fee and receives newsletter. All must be current AMA/MAAC cardholders.

Associate Members – Have neither flying, voting rights or right to hold office at a reduced membership fees and no initiation fee.

MCRC Bylaws 11/24/2002

Honorary Members and Life Members – These members will be named by a majority of the Board of Directors. An honorary member shall have none of the obligations of membership in The Club, but shall be entitled to all of the privileges except those of making motions, of voting and of holding office. Only current AMA/MAAC members may fly.

Probationary Members – All new members for at least the first 90 days of membership and they must attend at least two Membership meetings and one orientation program prior to becoming regular members. They are non-voting during this probationary period.

Dues and Assessments

The annual dues to be paid to the Club shall be determined by the Board of Directors. Dues are non-refundable.

No special assessment shall be levied upon the Club membership, unless it is approved by a vote of two-thirds (2/3) majority of the members present at the regular monthly meeting, and the members have been given a 10 day prior notice along with the explanation of the assessment.

The annual dues, fees and any required assessments, discussed in subsection 1 of this Article, are payable in advance on or before January 1^{st of each
year. The Secretary shall notify members one (1) month in arrears, and those
whose dues are not paid by March 1st, without explanation to the board,
thereafter shall be automatically dropped from membership in The Club.
Membership rights shall be suspended until dues are made current.}

^{If a member is dropped because of failure to pay current dues, there
will be a one-year period of no new initiation fee.}

^{New members who join in October through December will pay
the initiation fee and full dues. This will cover the membership dues until the
end of the following year.}

^{Any member receiving a Safety Grievance as stated in
Addendum 1, who is involved in non-flying violations, or who has key information
of a non-flying violation and withholds it from the Board of Directors, may at
the Board of Directors discretion be placed on probation for one (1) year
regardless of his or her tenure in the Club.}

^Resignation

^{Any member desiring to resign from The Club shall submit
his resignation in writing to the Secretary, who shall present it to the Board
of Directors. No action required. No pro-rata refund of dues will be
made.}

^{Termination/Reclassification}

^{If any member ceases to have the qualification necessary
for membership in the AMA/MAAC, his/her membership in The Club shall thereby
automatically reclassified to Associate Member, subject to reinstatement upon
restoration of eligibility.}

^{Disciplinary Action}

^{This section provides for enforcement of the Safety Rules
that are related to flying activities.}

^{Any other unacceptable behavior by an individual member or
members, as defined in Article III, Section B (2)(f) become the responsibility
of the Board of Directors. Any individual may be expelled from membership from
The Club by a two-thirds (2/3) majority vote of the Board of Directors if, in
the Board of Directors, determination such individual willfully commits any act
or omission which is a violation of any of the terms of these Articles of
Incorporation and Bylaws, or the Rules of the AMA, or which is detrimental to
The Club, the AMA, or to model aviation.}

^{Grievance Procedure is detailed in Addendum 1}

^{The Board of Directors shall have the discretionary
authority to provide for and to}

^{impose disciplinary action for such acts or omissions,
which do not justify}

^expulsion.

^{F. Reinstatement}

^{Any member who is expelled from membership may be
reinstated only by two-thirds (2/3) majority vote of the Board of
Directors}

^{MCRC Bylaws 11/24/2002}

^{ARTICLE IV – DIRECTORS, OFFICERS AND SPECIAL
PERSONNEL}

^{Responsibilities}

^{The management of the affairs of The Club shall be vested in the Board
of Directors who shall have the authority to establish and administer its
policies. Official decisions may be made by a two-thirds (2/3) majority vote of
those present (including any mail ) vote at a Board of Directors meeting. A
quorum shall consist of at least 5 members of the current Board members.
Official decisions shall be consistent with the stated purposes and objectives
of The Club as set forth in its Bylaws and, where those Bylaws are not
specified, vested in the sound discretion of the Board of
Directors.}

^{B. Number of Directors}

^{The Board shall consist of nine (9) directors who shall be elected by
the membership.}

^C^{. Term of Office}

^{Three (3) Directors shall be elected each year for a term of three (3)
years, or until their successors have been elected and qualified. (see addendum
6 for interim elections.}

^{Directors are to be elected by a vote of simple majority of those
present at the January Annual Membership Meeting. Mail-in ballots will be made
available for those members who have voting rights but cannot attend the
meeting. Those ballots, returned by mail before the January meeting will be
counted as if those persons were present at the meeting.}

^{New directors will take office immediately after the January Annual
Membership Meeting at the Annual Directors Meeting. This meeting shall permit
the directors to elect officers of the corporation, assign committee chairmen
and special personnel: i.e. newsletter editor, contest directors, etc. New
officers, chairman and personnel will assume responsibilities immediately after
the Annual Directors Meeting. This meeting will be chaired by the immediate past
President. The Officers of The Club shall be a President, Vice-President,
Secretary and Treasurer, who shall be elected by the majority of the board for a
term of one (1) year, and who shall hold office for the period of one year,
except in the case of}

^{resignation or removal, and/or until their successors are duly elected
or appointed and qualified}

^{Nominations of Directors shall be at the Membership meeting during the
month of November. Nominations for directorship may be made by any active Club
member holding voting rights, either in person or by submitting a written
nomination to the chairman of the Nominating Committee. All
known}

^{nominations for directors will be published in the December Newsletter
or mailed to current members.}

^{A secret ballot is required for elections unless waived by a simple
majority vote of}

^{the members present at the meeting}

^{D. Duties}

^{President shall:}

^{preside at all Board and Membership Meetings,}

^{act as spokesman for The Club}

^{have general supervision over all the affairs of The Club,}

^{sign all written contracts, deeds and other documents of The
Club}

^{appoint chairpersons of all committees subject to Board
approval.}

^{assure a quorum of five (5) voting members of the Board for any
requisite vote}

^{cast the deciding vote in the event of a tie}

^{prepare a report of the board for the newsletter.}

^{Vice-President shall:}

^{assume the office of the President in case of disability, resignation or
termination.}

^{perform duties as assigned by the President.}

^{preside at Board and Membership Meetings in the absence of the
President.}

^{Secretary shall:}

^{issue notice of all directors’ and membership meetings}

^{attend and keep the minutes of same,}

^{have charge of all The Club’s books, records, and papers,}

^{be custodian of the corporate seal, all written contracts and other
documents of the corporation}

^{e. handle all correspondence of The Club}

^{f. act as contact person to AMA in case of questions, problems or
situations.}

^{g. file and maintain all requisite reports pertinent to retaining
Charter}

^{Membership in the AMA.}

^{MCRC Bylaws 11/24/2002}

^{Treasurer shall:}

^{have custody of all monies and securities of the corporation}

^{collect all monies due, disburse them and keep accurate records of all
transactions.}

^{present a report of all transactions at Board Meetings and monthly
membership meetings.}

^{present an Annual Financial Statement to Membership at the January
Membership Meeting.}

^{keep all funds in checking and/or savings accounts as approved by the
Board.}

^{maintain a petty cash fund for reimbursement expenditures of $25.00 or
less.}

^{Safety Officer/Director shall:}

^{be Chairman of the Safety Committee}

^{ensure existing AMA Safety Code, The Club’s Suggested Safety Procedures
and standing Rules & Regulations.}

^{process grievance forms}

^{follow existing grievance procedure.}

^{Financial Arrangements}

^{1. The fiscal year shall be from January 1 to December 31}

^{2. At the annual membership meeting in January, the directors shall
submit a statement of the business and}

^{affairs of the corporation for the preceding fiscal year}

^{3. A budget shall be submitted for the current year by the Board of
Directors, so far as the same may be}

^{known to them at the Annual Membership Meeting.}

^{4. The treasurer is authorized to receive contributions or specially
obtained funds from any individual or}

^{institution, to be applied to the operating expenses of The
Club.}

^{5. The President will have discretionary spending, of up to $ 500
between Board Meetings with the approval}

^{of one other Officer. This must be reported at the following board
meeting.}

^{6. The board must set aside restricted funds designated for a specific
project other than operating expenses of}

^{The Club, when the general fund exceeds $10,000. These funds must have
board approval before}

^spending.

^{7. The President will assure that an annual audit ( or in the case of
the resignation or termination of the}

^{treasurer) be conducted.}

⁸^.^{All checks must be signed
by any two Officers.}

^Vacancies

^1.^{Vacancies on the Board may be filled by the
President with Board approval at any}

^{Regular or Special Board Meeting, but only for the remainder of the
vacant board}

^{members’ term.}

^{ARTICLE V – MEETINGS}

^{Board Meetings}

^{The annual directors meeting shall be held immediately after the January
Membership Meeting in January to appoint The Club Officers, Committee Chairmen
and Special Personnel.}

^{Regular Board of Directors meetings will be scheduled by the
President.}

^{Special meetings of the Board may be called by the President,
Vice-President or by the majority of the Board of Directors, by notice in
writing given by the Secretary and served upon each director personally, or
mailed to him/her at the address given by such director, at least ten (10) days
before such meeting; or}

^{provided the said waiver is signed by two-thirds (2/3) of the
directors.}

^{4. A quorum of the Board shall consist of a minimum of five currently
elected directors present.}

^{5. If no quorum is present a majority of board members may adjourn the
meeting to a future time.}

^{6. In the absence of the President at a meeting of the Board, the
Vice-President shall conduct the meeting or in}

^{both their absences, any other officer.}

^{MCRC Bylaws 11/24/2002}

^{B. Membership Meetings}

^{The annual meeting of the membership shall be at a place designated in
the notice of such annual meeting, on a date in January of each year as
determined by the directors currently in office prior to such meeting. The
purpose of the meeting will be The Club Annual Report, for electing directors,
presenting an estimated current year budget, and the transaction of such other
business as may properly be presented at the meeting.}

^{A special meeting of the membership may be called at any time by the
President, in his absence, by the Vice-President or by the majority of the
directors. It shall be the duty of the directors, President, or Vice-President
to call such a meeting whenever so requested by the membership holding fifty-one
percent (51%) or more of the member’s vote and/or mail in vote.}

^{Notice of all annual and special membership meetings shall state the
time, place, and purpose thereof and shall be served on each member personally
or mailed to him/her at the last known address at least ten (10) days before
such meeting. This notice, however, can be waived in writing before or at the
time of said meeting, provided the said waiver is signed by two-thirds (2/3) of
the membership in good standing}

^{A regular membership meeting shall be held once a month, or at a
frequency as may be more suitable to the members and/or board. The frequency,
date, time, and place of the meetings will be as set forth by the Board of
Directors.}

^{The President, or in his absence the Vice-President, or in both their
absences, any other director, shall preside at the annual, special, or regular
membership meetings.}

^{At every membership meeting, each member in good standing, with voting
rights, shall be entitled to cast only one (1) vote. No proxy votes allowed. If
a written vote is taken, mail in votes will be counted provided they are
received by the date vote is taken.}

^{A quorum for the transaction of business at any time shall consist of
10% of the total membership in good standing, although less than a quorum, may
adjourn the meeting to a future date.}

^{The membership shall have the power at any meeting to remove any
director or officer from office by a majority vote of the entire voting
membership in good standing using a written ballot.}

^{ARTICLE VI – COMMITTEES}

^{The Committees of The Club shall be appointment by the President and
approved by a simple majority vote of the board members present at a meeting, to
serve for a one (1) year term. The President shall be an ex-officio member of
all committees except the Nominating Committee. All Committees shall have at
least 2 members.}

^{Standing Committees chairman must be a member of the Board of Director.
They are as follows:}

^{Safety Committee is:}

^{chaired by the Safety Officer/Director}

^{responsible to insure the safety of its club members, guests, visitors
and the physical assets of the corporation.}

^{Membership Committee will:}

^{be chaired by a Board Member.}

^{seek out and process new and prospective members in a timely
manner}

^{assure that all new and renewing members hold current AMA/MAAC
status}

^{make recommendations to Board on all new applicants.}

^{keep a record of all members in good standing and quarterly publish a
club roster. Submit a copy to the Secretary for his/her safe
keeping.}

^{Nominating Committee shall:}

^{be chaired by the Vice-President, one other director (except the
president) and one (1) member at large.}

^{have the responsibility to seek and secure members to fill three (3)
director positions each year.}

^{convene in October.}

^{prepare a slate with at least 3 members’ names and present them to the
Board of Directors so nominations may come before the membership at the
scheduled meeting in November, approximately 60 days before the election at the
scheduled annual meeting in January.}

^{prepare a written ballot to be published in the December Newsletter or
mailed to all current members at least 10 days prior to the scheduled Annual
Meeting.}

^{cease to be a functioning committee immediately following the annual
meeting in January and will not convene again until the following October.}^{MCRC Bylaws
11/24/2002}

^{Special Committees}

^{Special Committees shall be set up as needed by the President with the
approval of the Board.}

^{Committees report to the board and make recommendations not decisions,
with the exception of the Nominating Committee and the Grievance Committee on a
member’s first and/or second violation only.}

^{Committee Membership}

^{Special committees may be chaired by non board members.}

^{Members at large may sit on any committees}

^{Chairmen choose members for their committees subject to approval from
the President.}

^{ARTICLE VII – NOMINATIONS, ELECTIONS AND
RECALL}

^Nominations

^{Nominating Committee will convene in October}

^{Slate of at least 3 directors will be published in the November
Newsletter and be presented at the November Membership Meeting}

^{Nominations by written notice to the Chairman or from the floor must be
made by the end of the November Membership Meeting.}

^{The Nominating Committee shall supervise, count and report the results
of all voting for elections of Board Members.}

^{All nominees must have been members of the Club for at least one (1)
year and be older than 18 years.}

^Elections

^{Final ballots will be published in the December Newsletter or mailed to
current members at least 10 days prior to the scheduled Annual
Meeting.}

^{All mail-in ballots must be received by the January Annual
Meeting.}

^{3. Vote will be taken by written ballot}

^{4. The three (3) nominees with the most votes shall be elected to the
Board.}

^{ARTICLE VIII – AMENDMENT OF BYLAWS}

^{Any member may present a written request for a bylaw change to the Board
for consideration.}

^{A Bylaw Committee will be formed to present the bylaw amendment(s) at a
regular or special membership meeting for discussion and changes to the proposed
amendment(s). At least a 10-day notice must be given prior to that membership
meeting.}

^{Amendment(s) may be made to the Bylaws at a subsequent Membership
meeting of The Club membership, provided the membership shall have been notified
in writing at least ten (10) days in advance that the amendment(s) are to be
voted on.}

^{Copies of the proposed amendments shall be provided to all members as
part of the notification.}

^{Amendments shall be approved by no less than a two-thirds (2/3) vote of
the members present, at any regular or special membership meeting, called for
that purpose.}

^{Mail-in ballots will be made available for those members in good
standing that cannot attend the meeting. Those ballots, returned by mail before
the meeting that the vote is taken will be counted as if those persons were
present at the meeting.}

^{ARTICLE IX – MISCELLANEOUS PROVISIONS}

^{Robert’s Rules}

^{The rules contained in the current edition of Robert’s Rules of Order
Newly Revised shall govern The Club in all cases to which they are
applicable and in which they are not inconsistent with these Bylaws and any
special rules of order The Club may adopt.}

^{Fiscal Year}

^{The fiscal year of The Club shall be January 1 through December
31.}

^{MCRC Bylaws
11/24/2002}

^{Mailing of Newsletter}

^{The official publication of The Club shall be the newsletter by mail or
other electronic means.}

^{It shall be mailed at least seven (7) days prior to the monthly
Membership meeting to the last know address of each member or at the discretion
of the Board of Directors.}

^{Transfer of Records}

^{Any director or chairman vacating their position shall turn over to The
Club within five (5) days any records of The Club he/she has in his/her
possession.}

^{Standing Rules and Regulations, Safety Suggestions and Board
Procedures}

^{May be adopted and amended from time to time and shall be deemed in
effect until amended by the directors and shall apply to and be binding upon all
members.}

^{Members shall, at all times, obey said AMA Safety Code, The Club’s
Suggested Safety Procedures and Standing Rules & Regulations and shall use
their best effort to see that they are faithfully observed by their families,
guest, invitees, and any other persons over whom they exercise control or
supervision.}

^{In order to change, amend, or vary old or present rules and regulations
and/or adopt new rules and regulations, the same shall be duly passed by at
least a majority vote of the directors; No vote of the membership shall be
required.}

^{A change, amendment or adoption of Article IX(E)(1) shall not require an
amendment to the bylaws.}

^{Are in full force and effect as of the date of these bylaws, being
attached as addendum’s hereto, are made a part hereof as though set out in
full.}

^{Dissolution of Club}

^{The Club may be dissolved with the approval of a two-thirds (2/3)
majority vote of the total membership.}

^{Upon the dissolution of The Club, the Board shall, after paying or
making provision for the payment of all of the liabilities of The Club, dispose
of all the assets of The Club in the following manner. Donate to the AMA or to
such other organization or organizations organized and operated exclusively for
charitable, educational, religious or scientific purposes as shall at the time
qualify as an exempt organization or organizations under Section 501( c) (3) of
the Internal Revenue Code of 1986, as amended, or to such other organization
with purposes similar to the purposes of this Corporation, as the Board shall
determine}

^{Any of such assets not so disposed of shall be disposed by the
Department of Legal Affairs of the county in which the principal office of this
Corporation is then located, exclusively for such purposes and to such
organizations or organizations, as said court shall determine, which are
organized and operated exclusively for such purposes}

^{Founding Members of the New Palmetto Flying Field}

^{1. Purpose}

^{To list the names of MCRC’s New Field Founding Members, who gave
freely $100 or more to the new field fund, in order to see the new field come to
fruition.}

^{List of MCRC’s New Field Founding Members}

^{The following list of names will forever be held as an integral part of
these Bylaws and will not be changed otherwise, without a 2/3 vote of the
membership to delete this from the Bylaws:}

^{MCRC Bylaws 11/24/2002}

^{MCRC Bylaws 03/28/2004}

^{LIST OF MCRC’S NEW FIELD FOUNDING
MEMBERS}

^Anonymous

^{Avery, Robert}

^{Bevington, Steve}

^{Clark, Dick}

^{Cox, Harry}

^{Cryer, Bill}

^{Dilworth, Billy}

^{Edwards, Derryl}

^{Greenwood, Bob}

^{Grenier, David}

^{Gross, Bruce}

^{Hilles, Daryl}

^{Holloman, Jim}

^{Kline, Bob}

^{Kropf, Vern}

^{Luchte, Bert}

^{O’Brian, James}

^{Pangburn, Charles}

^{Phillips, Jennifer}

^{Phillips, Wade}

^{Probst, Mark}

^{Schmitz, Paul}

^{Siller, Robert}

^{Staudaher, Fred}

^{Sterka, William}

^{Walton, John}

^{Wheeler, Rick}

^{Woodruff, Cleo}

^{Wright, Joe}

^{More.. Page
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