CONSTITUTION AND BYLAWS OF KINGMAN MODELERS, INC.

                                                                           GENERAL

ARTICLE I

SECTION 1
THIS ORGANIZATION SHALL BE KNOWN AS THE KINGMAN MODELERS, INC., HEREINAFTER REFERRED TO AS THE CLUB.

SECTION 2
THE CLUB IS ORGANIZED TO ACHIEVE THE FOLLOWING OBJECTIVES:
1) TO BUILD, OPERATE AND FLY RADIO CONTROLLED MODEL AIRCRAFT. THERE ARE NO LIMITATIONS AS TO THE TYPE AND OR SIZE OF THE MODEL AIRCRAFT, NOR THE TYPE OF FLYING, EXCEPT AS OUTLINED IN THE RULES OF THE A.M.A.
2) TO ENCOURAGE SAFE OPERATION AND USE OF RADIO CONTROL MODELS AND ASSOCIATED EQUIPMENT BY FOLLOWING THE RULES AND GUIDELINES OF THE ACADEMY OF MODEL AERONAUTICS, HEREINAFTER REFERRED TO AS AMA.
3) TO INCREASE PUBLIC KNOWL.EDGE AND ACCEPTANCE OF THE HOBBY/SPORT OF RADIO CONTROL MODELING BY:
A) PARTICIPATION AND SPONSORSHIP OF APPROPRIATECOMMUNITY ACTIVITIES.
B) INFORMATIONAL PROGRAMS TO INTRODUCE NEWCOMERS, SPECTATORS AND THE GENERAL PUBLIC TO THE BENEFITS OF RADIO CONTROL MODELING.
4) ACQUISITION AND MAINTENANCE OF A SUITABLE SITE FOR THE FLYING OF RADIO CONTROLL.ED MODELS:
5) TO PROVIDE, THROUGH OUR AMA CHARTER, LIABILITY INSURANCE FOR INDIVIDUAL MEMBERS, FLYING SITE, MEETING PLACE AND THE CLUB AS A WHOLE, RELATING TO THE OPERATION OF RADIO CONTROLLED MODELS.

SECTION 3
THE CLUB SHALL BE NON-PROFIT, NON-PARTISAN, AND NON-SECTARIAN. IN KEEPING WITH THE WORLDWIDE APPEAL OF THE HOBBY/SPORT OF RADIO CONTROL MODELING, NO DISTINCTIONS SHALL BE MADE ON THE BASIS OF RACE, SEX, RELIGION OR NATIONAL ORIGIN.


                                                                              MEMBERSHIP

ARTICLE II

SECTION I
ANY PERSON HAVING A CONSTRUCTIVE INTEREST IN THE OBJECTIVES OF THE CLUB SHALL BE ELIGIBLE TO APPLY FOR MEMBERSHIP. A MEMBERSHIP FORM WILL BE PROVIDED FOR THIS PURPOSE.

SECTION 2
APPLICATION FOR MEMBERSHIP SHALL BE MADE TO THE MEMBERSHIP CHAIRMAN. SAID APPLICATION SHALL BE ACCOMPANIED BY PROOF OF MEMBERSHIP IN THE AMA, OR THE INITIATION FEE AND PAYMENT OF THE ANNUAL DUES FOR SUCH MEMBERSHIP IN THE AMA. A MEMBER'S SPOUSE IS AUTOMATICALLY AN HONORARY MEMBER AND MAY ATTEND MEETINGS BUT WILL NOT HAVE A VOTE. IF TWO OR MORE MEMBERS OF A FAMILY LIVING IN THE SAME LOCATION, ARE FLYING MEMBERS, THEY MAY BE COVERED WITH A FAMILY DISCOUNT.

SECTION 3
PERSONS APPLYING FOR MEMBERSHIP SHALL BE ACCEPTED PROVIDING THEIR APPLICATION IS NOT OPPOSED BY ANY MEMBER OF THE QUORUM PRESENT A T A REGULAR MEETING. IF MEMBERSHIP IS OPPOSED, THERE WILL BE A VOTE FOR ACCEPTANCE WHICH WILL BE DETERMINED BY A MAJORITY OF THE MEMBERS PRESENT. UPON APPROVAL OF THE APPLICANT'S MEMBERSHIP, SAID MEMBER WILL BE NOTIFIED AND WILL RECEIVE A NEW MEMBER PACKAGE CONSISTING OF:
A) COPY OF BY-LAWS
B) COPY OF FLYING SITE RULES
C) CURRENT CLUB ROSTER
D) MEMBERSHIP CARD
SHOULD THE CLUB MEMBERSHIP REJECT ANY APPLLCATION FOR MEMBERSHIP, ANY MONEY PAID TO THE CLUB BY SAID APPLICANT SHALL BE RETURNED IMMEDIATELY.

SECTION 4
VOTING RIGHTS: EACH MEMBER SHALL BE ENTITLED TO ONE VOTE ON EACH MATTER SUBMITTED TO A VOTE OF THE MEMBERS.

SECTION 5
MEMBERSHIP IN THE CLUB MAY BE TERMINATED FOR CAUSE. THE VIOLATION OF THE PROVISIONS OF THESE BY-LAWS OR ANY RULE OR AGREEMENT ADOPTED BY THE CLUB, OR ANY OTHER CONDUCT PREJUDICIAL TO THE INTEREST OF THE CLUB SHALL BE SUFFICIENT CAUSE. SUCH SUSPENSION OR EXPULSION MAY BE BY A TWO-THIRDS VOTE OF THE QUORUM PRESENT AT ANY REGULAR OR SPECIAL CLUB MEETING, PROV IDED, THAT A STATEMENT OF THE CHARGES SHALL HAVE BEEN MAILED BY CERTIFIED MAIL TO THE LAST RECORDED ADDRESS OF THE MEMBER AT LEAST FIFTEEN DAYS PRIOR TO FINAL ACTION BEING TAKEN THEREON. SUCH STATEMENT OF CHARGES SHALL BE ACCOMPLISHED BY A NOTICE OF TIME AND PLACE OF THE REGULAR MEETING OR SPECIAL CLUB MEETING AT WHICH THE CHARGES ARE TO BE CONSIDERED, AND THE MEMBER SHALL HAVE THE OPPORTUNITY TO APPEAR IN PERSON AND PRESENT ANY DEFENSE TO SUCH CHARGES BEFORE ACTION IS TAKEN THEREON: REMOVAL OF AN OFFICER ELECTED OR APPOINTED MAY BE REMOVED BY THE MEMBERS OF THE CLUB WHEN, IN THEIR JUDGEMENT, THE BEST INTEREST OF THE CLUB WOULD BE SERVED. SUCH REMOVAL CAN TAKE PLACE BY A TWO-THIRDS AFFIRMATIVE VOTE OF THE QUORUM PRESENT AT ANY REGULAR OR SPECIAL CLUB MEETING. PRIOR TO VOTE, 100% OF MEMBERSHIP SHALL BE NOTIFIED.

SECTION 6
TRANSFER OF MEMBERSHIP: MEMBERSHIP IN THE CLUB IS NOT TRANSFERABLE OR ASSIGNABLE.


                                                                                     DUES

ARTICLE III

SECTION 1
MEMBERSHIP DUES SHALL BE AT SUCH RATE OR RATES, SCHEDULE, OR FORMULA AS MAY BE FROM TIME TO TIME PRESCRIBED BY A MAJORITY VOTE OF THE QUORUM PRESENT AT ANY REGULAR OR SPECIAL MEETING. DUES ARE TO BE PAID ANNUALLY IN THE FIRST OF JANUARY EACH YEAR. ANY MEMBER WHO IS DELINQUENT FOR MORE THAN 60 DAYS WITHOUT ACCEPTABLE EXPLANATION AND ARRANGEMENTS MADE, WILL FORFEIT HIS MEMBERSHIP. TO RE-INSTATE MEMBERSHIP, A FULL YEAR'S DUES, PLUS INITIATION FEE, MUST BE PAID.

SECTION 2
NEW MEMBERS SHALL PAY AN INITIATION FEE FOR THEIR FIRST YEAR OF MEMBERSHIP IN ADDITION TO NORMAL DUES. IF A NEW MEMBER JOINS THE CLUB AFTER THE MONTH OF FEBRUARY, THEIR DUES SHALL BE PRO-RATED AT l/l2TH FOR THE MONTHS REMAINING FOR THAT YEAR.


                                                                        MEETING OF MEMBERS

ARTICLE IV

SECTION 1
ANNUAL MEETING: AN ANNUAL MEETING OF THE MEMBERS SHALL BE HELD IN NOVEMBER FOR THE PURPOSE OF NOMINATING OFFICERS AND FOR TRANSACTION OF SUCH OTHER BUSINESS AS MAY BE PRESENTED. ALL MEMBERS SHALL BE NOTIFIED OF THE MEETING TIME AND PLACE, VERBALLY OR IN WRITING.

SECTION 2
QUORUM: ONE-THIRD OF THE MEMBERS SHALL CONSTITUTE A QUORUM AT ANY MEETING. IF A QUORUM IS NOT PRESENT, A MAJORITY OF THE MEMBERS PRESENT MAY ADJOURN THE MEETING.

SECTION 3
SPECIAL MEETINGS: SPECIAL MEETINGS OF THE CLUB MAY BE CALLED BY THE PRESIDENT, THE EXECUTIVE BOARD, OR NOT LESS THAN A QUORUM OF THE MEMBERS, PROVIDED THEY NOTIFY THE OFFICERS AND MEMBERS OF THE TIME AND PLACE OF MEETING.

SECTION 4
REGULAR MEETINGS: REGULAR MEETINGS OF THE CLUB SHALL BE HELD AT MONTHLY INTERVALS AT A TIME AND PLACE TO BE DECIDED BY NOT LESS THAN A QUORUM OF THE MEMBERS AT A REGULAR OR SPECIAL MEETING.
SECTION 5
VOTING: ALL. MATTERS SUBMITTED FOR A VOTE AT A MEETING OF THE MEMBERS SHALL REQUIRE AN AFFIRMATIVE VOTE OF FIFTY-ONE PERCENT (51%) OF THE MEMBERS OF A QUORUM IN ATTENDANCE. VOTING MAY BE ORAL OR BY A SHOW OF HANDS EXCEPT THAT IN THE ELECTION OF OFFICERS, VOTING SHALL BE BY SECRET BALLOT.


                                                                                 OFFICERS

ARTICLE V

SECTION 1
AT THE NOVEMBER MEETING OF THE CLUB, NOMINATION FOR OFFICERS FOR THE NEXT YEAR (JANUARY 1 THRU DECEMBER 31) SHALL BE ACCEPTED FROM ANY MEMBER. IN ORDER TO BE ACCEPTED:
A) THE NOMINATION MUST BE SECONDED BY ANOTHER MEMBER, AND
B) THE PERSON NOMINATED MUST ACCEPT THE NOMINATION.

SECTION 2
NOMINATIONS WILL BE ACCEPTED FOR EACH OF THE FOLLOWING OFFICES:
1) PRESIDENT: WHOSE DUTIES ARE:
A) THE PRESIDENT WILL SERVE AS THE EXECUTIVE HEAD OF THE CLUB, AND SHALL PRESIDE AT ALL REGULAR AND EXECUTIVE COMMITTEE MEETINGS.
B) THE PRESIDENT WILL BE AN EXOFFICIO MEMBER OF ALL COMMITTEES.
C) THE PRESIDENT WILL, WITH THE ADVISE OF EXECUTIVE COMMITTEE, APPOINT ALL OTHER COMMITTEES.
2) VICE-PRESIDENT: WHOSE DUTIES ARE:
A) SHALL PRESIDE AT MEETINGS IN THE ABSENCE OF THE PRESIDENT.
B) MAY PERFORM THE DUTIES OF ANY OFFICER IN THEIR A8SENCE.
3) SECRETARY: WHOSE DUTIES ARE:
A) SHALL KEEP MINUTES OF CLUB AND EXECUTIVE COMMITTEE MEETINGS.
B) SHALL KEEP ON FILE ALL THE CLUB RECORDS AND A COMPLETE AND CURRENT ROSTER OF MEMBERS.
C) SHALL BE RESPONSIBLE FOR CORRESPONDENCE, NOTIFYING THE EXECUTIVE COMMITTEE OF CORRESPONDENCE RECEIVED, AND PREPARING CORRESPONDENCE AS DESIGNATED BY THE EXECUTIVE COMMITTEE.
D) SHALL READ THE MINUTES OF THE PREVIOUS MEETING.
4) TREASURER: WHOSE DUTIES ARE:
A) SHALL BE RESPONSIBLE FOR COLLECTING DUES AND ASSESSMENTS.
B) SHALL BE RESPONSIBLE FOR MAINTAINING WRITTEN RECORDS OF FUNDS RECEIVED AND DISBURSED.
C) SHALL MAINTAIN CLUB FUNDS IN APPROPRIATE CLUB SAVINGS AND CHECKING ACCOUNTS.
D) SHALL GIVE REPORT TO MEMBERSHIP AT REGULAR MEETINGS.

SECTION 3
AT THE DECEMBER MEETING, NOMINEES FOR OFFICE SHALL BE GIVEN THE OPPORTUNITY TO MAKE A BRIEF STATEMENT. A SECRET VOTE SHALL BE TAKEN ON BALLOTS PROVIDED BY THE SECRETARY. VOTES SHALL BE COUNTED BY THE VICE PRESIDENT AND TREASURER UNLESS THEY THEMSELVES ARE CANDIDATE MEMBERS. THE BALLOTS WILL BE COUNTED AND RESULTS ANNOUNCED AT THE SAME MEETING.

SECTION 4
IN ADDITION TO THESE ELECTED OFFICERS, THE EDITOR, THE FIELD MANAGER, THE MEMBERSHIP CHAIRMAN, AND THREE SAFETY OFFICERS SHALL BE APPOINTED BY THE PRESIDENT.

SECTION 5
THE PRESIDENT, THE VICE-PRESIDENT, THE SECRETARY, THE TREASURER, THE EDITOR, THE FIELD MANAGER, THE MEMBERSHIP CHAIRMAN, AND THE IMMEDIATE PAST PRESIDENT SHALL COMPOSE THE EXECUTIVE COMMITTEE. THIS COMMITTEE WILL MEET ACCORDING TO THE NEEDS OF THE CLUB AND AS SCHEDULED BY THE PRESIDENT, TO CONDUCT THE CLUB'S BUSINESS AS IS DESCRIBED AS FOLLOWS:
A) THE EXECUTIVE COMMITTEE SHALL HAVE CONTROL AND MANAGEMENT OF THE AFFAIRS OF THE CLUB WITH THE AUTHORITY TO MAKE ANY EXPENDITURE IT MAY DEEM NECESSARY FOR THE WELFARE AND BEST INTEREST OF THE CLUB.
B) THE EXECUTIVE COMMITTEE MAY CREATE COMMITTEES AND HAVE THE POWER IN EVERYTHING NECESSARY AND DESIRABLE IN THE CONDUCT OF THE BUSINESS OF THE CLUB IF IN ACCORDANCE WITH THESE BY-LAWS AND THE LAWS OF THE STATE OF ARIZONA PERTAINING.

SECTION 6
VACANCIES: A VACANCY IN ANY OFFICE, FOR ANY REASON, MAY BE FILLED BY THE EXECUTE BOARD FOR THE UNEXPIRED PORTION OF THE TERM.


                                                                                FINANCES

ARTICLE VI

SECTION 1
ALL MONIES PAID TO OR RAISED BY THE CLUB SHAL.L BE PROMPTLY
DEPOSITED IN THE CLUB'S ACCOUNT(S) BY THE TREASURER.

SECTION 2
DISBURSEMENT OF FUNDS SHALL BE MADE BY CHECK BY THE TREASURER AS ARE NECESSARY TO THE CONTINUING OPERATION OF THE CLUB AS AUTHORIZED BY THE EXECUTIVE COMMITTEE AND THESE BY-LAWS.
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SECTION 3
COMPENSATION: NO COMPENSATION OR PAYMENT SHALL EVER BE MADE OR PAID TO ANY OFFICER OF THE CORPORATION EXCEPT AS A REASONABLE ALLOWANCE FOR ACTUAL EXPENDITURES.

                                                                              REVISIONS

ARTICLE VII

SECTION 1
THESE BY-LAWS MAY BE ALTERED, AMENDED, OR REPEALED, AND NEW BY-LAWS MAY BE ADOPTED BY A MAJORITY OF MEMBERS PRESENT AT ANY REGULAR OR SPECIAL MEETING OF THE CLUB AT WHICH A QUORUM IS PRESENT.

                                                                             FL.YING SITE

ARTICLE VIII

SECTION 1
USAGE:
A)
B)
COMMITTEE.
C) D) E)

THE CLUB FLYING SITE SHALL BE LIMITED TO: FLYING OF MODEL AIRCRAFT.
OTHER ACTIVITIES AS DETERMINED BY THE EXECUTIVE

CLUB MEMBERS IN GOOD STANDING.
FLYERS POSSESSING CURRENT AND VALID AMA CARDS. GUEST FLYERS WILL BE AL.LOWED FREE USAGE OF THE

FIELD.

SECTION 2
A SET OF RULES SHALL BE ESTABLISHED AND POSTED AT THE FLYING
SITE. IT SHALL BE THE DUTY OF AL.L MEMBERS TO ENFORCE THESE RULES.

SECTION 3
FREQUENCY CONTROL.:
A) AL.L. TRANSMITTERS MUST HAVE THE PROPER IDENTIFICATION
FOR FREQUENCY IN ACCORDANCE WITH AMA GUIDELINES.
B) ALL TRANSMITTERS MUST BE PL. ACED IN THE IMPOUND
AREA WHEN NOT IN USE.
C) A POSITIVE METHOD OF FREQUENCY CONTROL WILL. BE
ESTABLISHED AT THE FLYING SITE.
D) STARTING APRIL 15TH, 1992, ALL TRANSMITTERS AT THE FLYING
SITE SHALL BE AMA GOLD STICKER APPROVED NARROW BAND.
E) ANY PHYSICAL CHANGES MADE TO THE FLYING SITE AND RELATED AREA MUST BE APPROVED BY VOTE OF CLUB MEMBERS AT A
REGULAR MEETING. '
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SECTION 3
COMPENSATION: NO COMPENSATION OR PAYMENT SHALL EVER BE MADE OR PAID TO ANY OFFICER OF THE CORPORATION EXCEPT AS A REASONABLE ALLOWANCE FOR ACTUAL EXPENDITURES OR FOR SERVICES ACTUALLY RENDERED TO THE CORPORATION
Page 8

                                        AMENDMENTS TO THE BY-LAWS OF KINGMAN MODELERS, INC.

(REFERENCE, MINUTES OF MEETING, JANUARY 8, 1992)

ARTICLE 2, SECTION 5 - REMOVAL OF OFFICERS: ADD "REQUIRE NOTIFICATION OF 100% OF MEMBERSHIP PRIOR TO VOTE.

ARTICLE 5, SECTION 3 - VOTING: ADD "ANY MEMBER UNABLE TO ATTEND MEETING CAN SEND AN ABSENTEE VOTE TO THE SECRETARY. VOTE MUST BE IDENTIFIED WITH THE MEMBER'S NAME.

ARTICLE II, SECTION 2 - MEMBERSHIP: DELETE "IF A SPOUSE IS TO. BE A FLYING MEMBER, A FULL MEMBERSHIP IS REQUIRED". ADD "IF TWO OR MORE MEMBERS OF A FAMILY ARE FLYING MEMBERS, THEY MAY BE COVERED WITH A FAMILY RATE FOR ANNUAL. DUES OF $35.00 INSTEAD OF THE SINGLE $25.00 RATE".

ARTICLE III, SECTION 1 - DUES, ANY MEMBER WHO IS DELINQUENT FOR MORE THAN 60 DAYS: ADD "WITHOUT ACCEPTABLE EXPl.ANATION AND ARRANGEMENTS TO PAY", WILL FORFEIT HIS MEMBERSHIP.

(REFERENCE, MINUTES OF MEETING, OCTOBER 13, 1993)
ARTICLE IV, SECTION 4 - MEETING OF MEMBERS: ADD "NO FORMAL CLUB
MEETINGS WILL BE HELD IN THE MONTHS OF JUNE, JUl.Y, OR AUGUST.'I

(REFERENCE, MINUTES OF MEETING, NOVEMBER, 1994) ARTICLE III, SECTION 1 - REMOVE FROM LINE SEVEN, "PLUS INITIATION FEE." (REFERENCE, MINUTES OF MEETING, JANUARY 10, 1995)
ARTICLE III, SECTION 1 _ADD "DUES FOR ANY MEMBER UNDER AGE EIGHTEEN SHALL BE $1.00 PER YEAR."