President Jack Dhooghe called the Meeting to order at 1:05 pm. Present were Members, Dave Elliott, Jamie Johnston, Gene Kear, Richard Martin, Verlin Schauer, and Mark Shook.

Absent : None

This Special Meeting of the Board was called at the request of Board member Mark Shook to discuss the pending Land Purchase, and $3.5 MILLION Loan from the Colorado Aeronautics Board.

Dave Elliott briefed the board the IRS audit currently in progress. Dave stated that our paying for paving on private easements has been noted as a problem by the IRS auditor. Our tax exempt status could be jeopardized if the board does not understand and follow the rules for tax exempt organizations.

The subject of the pending land purchase scheduled to close on Friday was opened for discussion.

Mark Shook stated that he asked for the meeting for 2 reasons.

1. The president had polled the board about proceeding with a major land purchase and a $3.5 million Loan from the Colorado Aeronautical Board, without a board meeting, and
2. The By-Laws clearly state a vote of the membership is required for any "obligation" that exceeds $25,000.00.

ARTICLE IV

"Section 1. General Powers. The business affairs of the corporation shall be managed by the Board of Directors which shall exercise all the powers of the corporation, with the following LIMITATIONS:"

"(b) The power to obligate or commit Corporation funds in excess of $25,000.00 for procurement of equipment, facilities or land must be placed before the general voting membership at the annual meeting or a special meeting. The Board of Directors may enter into contracts to commit a greater sum of moneys, provided the contract is contingent upon the approval of the general membership."

President Dhooghe explained the conditions and terms of the loan and contract. They are not contingent upon the approval of the membership.

The board discussed the need to protect the Airport. The fact we currently have No eminent domain powers. Discussion of alternative plans to pay the interest if the FAA grants are late or delayed for a time.

Suggestions included loans from members, asking members to pay the next years dues in advance, asking the state for an extension, and/or special assessment of the membership to pay the interest.

The board also discussed the fact that this is Wednesday , and the scheduled closing of the purchases is in 2 days, on Friday at 1PM. All 7 board members agreed that this purchase should be approved, but differed on how and by whom.

Verlin Schauer stated it was simply (Mark Shook,s) opinion that membership approval is required, and that he and other board members do not interpret the by-laws to require membership approval. Reasons listed included that this is too important to wait for a membership vote, and other sections of the by-laws require board members to " administer the responsibilities, properties, and uses of the associations assets in a manner that will be most beneficial to the Airport, its operation, and its growth. (ARTICLE 4 section 13).

Verlin Schauer made a motion to approve the approximately $3.5 million Loan from the Colorado Aeronautics Board, and approve the Pfost and O’Sullivan Land purchases South and West of the Airport.

2^nd by Gene Kear. The matter was re-opened for discussion. This motion would have the board approve the purchase and Loan without a vote of the membership. A poll of the board was taken with 5 members in favor, and 2 opposed.

Mark Shook stated that he had spoken to the associations attorney who agreed that the language in our by-laws clearly requires a vote of the membership. She suggested 2 courses of action, to approve the purchase, and schedule the future membership meeting to approve the boards action after the fact, or to hold an emergency meeting and ask the membership to waive the required 15 days notice. (A section of the Colorado Code allows for corporations and associations to do this in circumstances where time is of the essence, as it is in this case.)

All board members agreed that holding an election after the fact was not a reasonable option. Several members expressed the feeling that we could not notify enough members in 2 days to get a quorum.

Jamie Johnston joined Mark in assuring the other members that it was possible to do this on this short notice, and committed to help make it happen.

Mark read Article 4 Section 1 again and reminded the members that we as board members are simply temporary stewards of the Airport, it actually belongs to the members. This section is the very section by which we as directors derive our power and authority to act. If we are going to ignore this clear limitation on our power with the excuse that the ends justify the means, it does not bode well for continuing the trust the membership has placed in us.

Verlin’s motion was modified to require a vote of the membership, to be scheduled for Friday February 27^th, 2004 ,10:00am at E/W systems on Meadow Lake Airport. The revised motion passed 7-0.

The meeting was Adjourned at 3:02 PM.

Respectfully submitted,

Mark Shook/Secretary Meadow Lake Airport Association Inc.