Alternative to the Proposed By Laws Revision

Date: April 25, 2008

To: All members of the Meadow Lake Airport Association

Subj: Alternative to the Proposed By Laws Revision

Ref: (a) By Laws of the Meadow Lake Airport Association, Inc.

We recognize that there are valuable merits to some of the revisions contained within the total rewrite of the By Laws of the Meadow Lake Airport Association as proposed by the Board of Directors. However, we also recognize that there exists a possibility, or even probability, that an all-or-none proposal may not pass the confirmation of 67% of the voting membership.

Therefore, we propose an alternative to allow key provisions of the rewrite to stand on their own merits as updates to specific Articles of the existing By Laws.

The attached proposals are significant for two reasons:The first group of revisions recognize and confirm our relationship with the FAA and the CDoT Aviation Division as "investors" in the Airport. These include amendments to the stated "Use of the Airport" and the "what-if" provisions of "Dissolution of the Association".

In addition, the term of office of the Directors has been a point of contention and we propose a two (2) year alternative to the three year terms proposed.The second group of amendments clean up provisions for the internal "Business Management" of the Association: (1) revising the address of the Association to conform with postal regulations and procedures, (2) further detailing the duties and responsibilities of the Treasurer, (3) refining the consequences of failure to pay obligations to the Association, and (4) refining the Association policy on fuel dispensing on the Airport.

We encourage the approval of these specific revisions on their own merits, independent of your vote for the entire rewrite, to ensure that progress is made this year on these key amendments.

Sincerely,

Mike Easley...Dave Elliott...Jamie Johnson...Ron Lee...Mark Shook...ALTERNATIVE

REVISIONS to the BY LAWS of the MEADOW LAKE AIRPORT ASOCIATION

Shall the current By Laws of the Meadow Lake Airport Association be amended as follows:

GROUP IARTICLE 1 - USE OF AIRPORT(As proposed by the Board of Directors) … Remove current wording in its entirety and replace with:

"The Meadow Lake Airport Association, Inc. (the "Association") is a Colorado non-profit corporation which has as its purpose the ownership, development, expansion, control and management of Meadow Lake Airport, a public use federally-obligated airport facility. Meadow Lake Airport is comprised of all developed and undeveloped property, including runways, taxiways, motor vehicle roads and easements owned or leased by, or dedicated to, the Meadow Lake Airport Association, Inc. The Meadow Lake Airport shall be operated for the use and benefit of the general public for aviation purposes or as otherwise approved by the Federal Aviation Administration (FAA). Meadow Lake Airport has been designated by the FAA as a Reliever Airport and has been awarded federal and state grants.

As such the Meadow Lake Airport Association is required to operate Meadow Lake Airport for the use and benefit of the public and to make it available for all types, kinds and classes of aeronautical activity. Access to the Meadow Lake Airport public landing area from adjacent property, however, is limited to members of the Meadow Lake Airport Association and is otherwise subject to control by the Association in compliance with FAA Rules and Regulations. Access to the public landing area from adjacent property may be denied or restricted by the Association in accordance with FAA Rules and Regulations, these By Laws or Rules and Regulations of the Meadow Lake Airport Association, Inc."

YES NO

ARTICLE XII - DISSOLUTION(As proposed by the Board of Directors)
… Remove current wording in its entirety and replace with:

"ARTICLE XII DISSOLUTION OF THE ASSOCIATIONRestriction on Dissolution. The corporation shall not be terminated or dissolved without the prior approval of the Federal Aviation Administration. In the event of the termination or dissolution of the corporation, the corporation shall return, convey or transfer undeveloped land purchased with federal grant funds to the Federal Aviation Administration by selling such land for the highest and best use, and otherwise comply with all terms of the federal assistance grant assurances to return and dispose of land or assets purchased through those federal grants.

Remaining assets, if any, shall be distributed according to a plan of distribution not inconsistent with the appropriate provisions of Colorado law.Proposal to Dissolve the Association. For a proposal to dissolve the Association the Board of Directors shall adopt the proposal to dissolve, then the Board of Directors shall recommend the proposal to dissolve to the members unless the Board of Directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members. The Board of Directors may condition the effectiveness of the dissolution on any basis.Member Vote to Dissolve.

The Board of Directors shall give notice to the voting members of the Association in accordance with Article III. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the proposal to dissolve the Association and the notice shall contain or be accompanied by a copy of the proposal or a summary thereof. Voting on dissolution shall take place according to the requirements of Article III of these By Laws, including record date, quorum, proxies and voting. A majority of the total voting interest of the Association must approve the dissolution proposal. The members may condition their approval of the dissolution on any basis.Disposition of Known Claims.

In the event that the proposal of dissolution is approved by the members of the Association, the Association shall give written notice of the dissolution to known claimants within ninety (90) days after the effective date of the dissolution in accordance with Colorado statutes then in effect.Sale and Transfer of Assets. The dissolved Association shall, after dissolution, collect the Association's assets and return assets held by the Association which require return upon dissolution. After paying or making provisions for the payment of liabilities, the dissolved Association, through its Board of Directors, shall sell, transfer or convey the Associations' remaining assets without further vote of the membership, and the proceeds shall be divided among the Association's members according to the ratio of the members' voting interests. date, quorum, proxies and voting.

A majority of the total voting interest of the Association must approve the dissolution proposal. The members may condition their approval of the dissolution on any basis."

YES NO

ARTICLE IV - BOARD OF DIRECTORS, Section 2.

Number, Qualification and Term (Alternative to the proposal of the Board of Directors) … Remove the last sentence:

"The regular term of each director shall be one year, commencing with the annual meeting."

and replace with:

"The regular term of each director shall be two years, commencing with the annual meeting in 2008 and continuing in every even numbered year. Only directors appointed to fill a vacancy shall face election in odd numbered years."

YES NO

GROUP II ARTICLE II - OFFICES (As proposed by the Board of Directors) … Remove current wording in its entirety and replace with:

"Corporate Office. The physical and mailing address of the principle office of Meadow Lake Airport Association, Inc. is: 13625 Judge Orr Road, Meadow Lake Airport (00V), Peyton, Colorado 80831-6051."

YES NO

ARTICLE VII - OFFICERS,

Section 6. Treasurer(As proposed by the Board of Directors) … Remove current wording in its entirety and replace with:

"Treasurer. The Treasurer shall act as the Chief Financial Officer of the Association.

The Treasurer shall:(a) Have custody of all monies and securities of the Association;(b) Keep regular books of account in accordance with accepted accounting principles;(c) Disburse the funds of the Association in payment of the just demands against the Association or as may be ordered by the Board of Directors;(d) Render a monthly account to the Board of Directors of the Association’s funds and financial assets and liabilities;(e) Render an annual account of the Association’s financial information;(f) Certify to the Secretary and to the Board of Directors no later than five (5) days prior to all membership meetings: Exhibit A, listing all parcels which are part of the Association together with a statement of each parcel’s voting strength, and the list of voting members in good standing eligible to vote each parcel at the membership meeting;(g) Prepare, sign, file and pay state and federal taxes for the Association as required by law; and(h) Otherwise discharge all duties that may be assigned to him by the President or the Board of Directors."

YES NO

ARTICLE V – BUSINESS MANAGEMENT,
Section 7. Disciplinary Action(As proposed by the Board of Directors) … Remove current wording in its entirety and replace with:

"Disciplinary Action.a. Late Fees and Collection Fees. A late fee as determined by the Board of Directors and a penalty of one and one half per cent (1 ½%) per month shall be added to each dues account beginning 30 days after the dues are due, until paid in full. Costs of collection, to include attorneys fees, will be added to all dues in arrears until paid in full.b. Other Penalties for Unpaid Dues The operation of Meadow Lake Airport is supported by the dues and assessments of members of the Meadow Lake Airport Association in partnership with federal and state agencies through grants awarded to the Meadow Lake Airport Association. The Dues and assessments are a legal obligation of the members who are owners of the parcels of Exhibit A to permit them access to the Meadow Lake Airport public landing area from adjacent property.

No Association member may have land access to Airport runways, taxiways or any other Association and Airport facilities so long as their parcel is delinquent in payment of dues or assessments. This penalty may be enforced through court action and/or injunction. Unpaid dues and assessments may also be secured by the Association as a lien upon the property parcel. The Association may record a notice of lien in the records of El Paso County, Colorado, and the lien shall have priority against all other encumbrances and interests, except tax liens, recorded subsequent to the date of the recording of the notice.

No Association member may seek Association approval for construction on his parcel unless and until his dues and assessments are current."

YES NO

ARTICLE V – BUSINESS MANAGEMENT,
Section 10. Authorized Vendors(Alternative to the proposal of the Board of Directors) … Remove current wording in its entirety and replace with:

"Authorized Fuel Dispensers. No person, firm or entity shall dispense fuel, either for sale or for personal use, to any aircraft from any Airport property or property in Exhibit A without the written consent of the Board of Directors. Consent shall not be unreasonably withheld.

All entities dispensing fuel to be used in aircraft on Meadow Lake Airport shall submit a monthly report, including delivery receipts, for fuel introduced to the airport and shall pay a monthly fuel fee to the Association in an amount to be set by the Board of Directors.

The receipts will be used by the Association to request a refund of the state fuel tax collected with the original sale of the fuel. A penalty of one and one half percent (1 ½%) per month will be assessed by the Association on delinquent fuel fees, plus all costs of collection to include attorneys fees."

YES NO