Romeo Yankee Flying Group
Group Agreement, charter and conditions.




THIS AGREEMENT is made on the 2nd August 2002

BETWEEN:

(1) Mr Colin Pryke, Address deleted

(2) Mr Richard Fitzgerald, Address deleted

(3) Mr Frederic Neefs, Address deleted

(4) Mr David Sowray, Address deleted

WHEREAS:

A. Each of the natural persons who is a party to this Agreement is or is desirous of becoming a member of the group; and

B. It is the intention of the Romeo Yankee Flying Group to own and make available to its members an American General AG-5B aircraft, manufacturers serial number 10146, registration mark G-GIRY (“the Aircraft”); and

C. It is the intention of each of the founding members to buy a one quarter joint holding in the Aircraft (“the Share”) from Mr Colin Pryke, at a price comprising the same multiple of one quarter of the value of the Aircraft.

IT IS HEREBY AGREED as follows:

1. The provisions of this Agreement, including appendices A, B and C, shall be binding upon the members and those parties who are members in the group from time to time (“the members”) and shall regulate the use of the Aircraft or such other aircraft as the group may from time to time own in substitution for or in addition to the Aircraft (which expression shall where the context permits include such substitute or additional aircraft).

2. In this agreement certain powers are granted to “the Quorum”, which shall mean such Members from time to time as represent or own at least 75% of the total membership. Where a Member is in default under the provisions of Clause 19 and remains in default for more than 30 days after receiving written notice from the Group of a proposal that the Quorum will be asked to approve, he shall be deemed to have given his approval to the proposal and his shareholding shall count toward the requisite percentage needed for the implementation of the proposal.

3. There shall be 3 elected officers: “Trustee”, “Treasurer”, “Bookings and Maintenance Coordinator”; the term of office shall be for one year and any member may stand for election or reelection and may perform more than one function; the officers being appointed at the Annual Meeting; and
3.1. Only Members of the Group may be an elected officer of the Group; and
3.2. Only Members of the Group may vote for an officer of the Group; and
3.3. In the event of the vote being equally split between the Members of the Group, the elected Group Trustee shall be deemed to have an additional vote for the purposes of Clause 3. only.

4. Save as expressly provided herein, the Group will make the Aircraft available for use only by the Members.

5. Members shall be entitled to invite guests to be passengers in the Aircraft, provided that they ensure that any arrangement between the Member and guests for prorata sharing of the flying costs complies with the limitations set out in Article 119(8) of the Air Navigation Order 1985.

6. Save where the Aircraft is required to be flown while in the possession of a third party for the purpose of maintenance or is being positioned by such a third party for that or a similar purpose, the Pilot in Command on all flights by the Aircraft shall be a Member or shall be a qualified flying instructor or examiner giving instruction or test on that flight to a Member.

7. The Member who is the Pilot in Command, or Pilot Under Training or Supervision, on a flight in the Aircraft shall be responsible to the Group for the actions or omissions of all persons carried on that flight and shall, to the extent that insurers do not reimburse the Group in full, indemnify the Group for all loss or damage suffered by the Group as a result of such act or omission; Subject to Clause 24.1.

8. Not withstanding the provisions of Clause 7. above, no Member shall be required to indemnify the Group in respect of any act or omission of any description committed by any other Member, whether in relation to a particular flight or otherwise.

9. The Aircraft shall be tethered at a suitable airfield as agreed by the Quorum from time to time (see Appendix A.)

10. Members shall be entitled to reserve the use of the Aircraft in accordance with the Booking Procedures specified in Appendix B and subject to the following rules:
10.1. At the end of a booking a Member shall be responsible for returning the Aircraft to the base airfield, or to an alternative airfield for a handover agreed with another Member, but if the Member is unable to return the Aircraft to the base or handover airfield at the end of the booking he/she shall contact the Group as outlined in the Operating Procedures in Appendix C; and
10.2. In the event of the Aircraft needing to be repositioned as a result of a Member, after his use of the Aircraft, being unable to return the Aircraft to the base airfield within a reasonable time, that Member shall reimburse the Group for any expenses necessarily incurred by or on behalf of the Group in returning the Aircraft to its base airfield.

11. In consideration for the use of the Aircraft and additional services provided by the Group, each Member shall pay to the Group:
11.1. A monthly contribution to the actual indirect operating costs of the Aircraft (parking fees, insurance premiums, cleaning, GPS database updates, internet based booking system subscription and annual maintenance requirements) and the costs of Group administration (startup, professional fees, refunds of expenses and registration) at a rate (the “Monthly Rate”) to be agreed from time to time by the Quorum (see Appendix A) by bank or building society standing order in advance commencing on the date hereof, and
11.2. A contribution to the direct operating costs of the Aircraft (fuel, and oil, 50/100/150 hours maintenance, engine and airframe wear and tear, unscheduled maintenance) for each flight undertaken in the Aircraft by the Member at a rate (the “Hourly Rate”) to be agreed from time to time by the Quorum (see Appendix A), but such sum not to exceed the actual direct operating costs of the Aircraft on that flight.

12. Where the maintenance reserves held by the Group are insufficient to meet the cost of work that has been carried out or that it reasonably proposes carrying out on the Aircraft, it shall be entitled to levy an additional charge on Members; and
12.1. In the event that the Quorum decide to upgrade, modify or install any Aircraft component(s) it shall be entitled to levy an additional charge on Members to cover the cost of such work; and
12.2. The Members will be provided with a minimum of 3 months notice of any work proposed under clause 12.1; and
12.3. Any work proposed under clause 12.1 should be scheduled to be undertaken during the Aircrafts next annual inspection, except where the Quorum consider it should be completed at another time, or if that Annual inspection falls within the notice period defined in clause 12.2. In any event the Quorum may not make a proposal which breaches clause 12.2; except when
12.3.1. The work is legally required to sustain the airworthiness of the Aircraft.

13. Where a Member pays the cost of fuel (see exceptions in Appendix A) or oil or essential repairs to the Aircraft away from its base, or the cost of stationery or postage or transport or professional fees on behalf of the Group, the Member shall, upon presentation to the Group of proper proof of payment, be credited by the Group with the amount paid, save that the credit in respect of the cost of fuel and oil shall be at the rate charged at the airfield at which the Aircraft is at that time based.

14. Where a Member flies the Aircraft on behalf of the Group, with the prior approval of the Quorum, a discounted Hourly Rate shall be charged.

15. Each Member shall be entitled at any time upon giving reasonable notice to see all documents relating to the Aircraft.

16. Each Member hereby covenants with the other Members and with the Group that he shall not:
16.1. Use, operate or fly the Aircraft in breach of any relevant regulatory requirement or in breach of any term or condition contained in any required policy of aviation insurance relating to the Aircraft; nor
16.2. Fail to pay such monies as are properly due, and payable by him to the Group within 30 days of demand; nor
16.3. Create or suffer to be created any charge, lien or other encumbrance on the Aircraft; nor
16.4. Charge or pledge his/her share or (subject to Clause 17) assign his/her Share.

17. A Member wishing to sell his/her share in the Aircraft (the “Selling Member”) shall not do so without the consent of the Quorum, such consent not to be unreasonably withheld and the Selling Member shall:
17.1. Serve the group with a Notice of Intention to Sell which shall set out the identity, type of flying license held, total hours, total hours P1, ratings and P1 time on type or similar to the Group Aircraft of the proposed purchaser; and
17.2. The group shall be given an opportunity to meet the proposed purchaser; and
17.3. In the event that the Quorum is not satisfied with the proposed purchaser, the Quorum must, within one calendar month of the Notice of Intention to Sell, so notify the Selling Member with their reasonable grounds for rejecting the proposed purchaser in writing; and
17.4. If the Quorum consent to the proposed share sale, the Selling Member must notify the group of the date that the sale is to be completed (the “Completion date”). The Group Treasurer shall undertake to prepare an account, made up to the Completion date, and forward it to the Selling Member not less than seven days before the said completion date; and
17.4.1. All monies owed to the Selling Member will accompany the settlement account as defined in Clause 17.4; and
17.4.2. All monies owed to the Group by the Selling Member as defined in his Settlement account must be paid to the Group and be confirmed as cleared funds by the Treasurer before the proposed sale may be completed; and
17.5. The New Member will be considered to have joined the group when;
17.5.1. All monies as defined in Clause 17.4 have been settled; and
17.5.2. The Proposed Purchaser has signed this agreement; and
17.5.3. The Selling Members name has been deleted from this agreement (where necessary); and
17.5.4. The Proposed Purchaser pays the Selling Member the value of one quarter of the agreed value of the Aircraft, or whichever sum the Seller and Purchaser have otherwise agreed between themselves as the sale price of the share.
17.6. The Selling Member must return to the Group any documentation, accounts, assets or anything that the Selling Member may be holding on behalf of the Group.
17.7. If the Selling Member was an elected officer of the group as defined in Clause 3. then the group shall hold a meeting to elect a new officer for the position or positions that the Selling Member held. Such a meeting should take place within one calendar month of the Completion Date of the sale.
17.8. Immediately upon a Member leaving the Group, the Group nor any Member shall be under any further obligation or liability to the leaving member.

18. In the event of a Member defaulting in respect of any payment due to the Group for a period in excess of 30 days:
18.1. The Quorum may serve notice on the defaulter requiring immediate payment; and
18.2. The Group shall be entitled to charge interest on any monies under this Agreement that are due and unpaid for more that 30 days, such interest to be at not more than 3% above the base rate of the Bank of England; and
18.3. The defaulter shall forfeit his/her right to use the Aircraft until cleared funds have been received by the Group in respect of the whole amount due.

19. In the event of a Member remaining in arrears in respect of any payment due to the Group for a period in excess of 3 months or being persistently in breach of the terms of this Agreement or if the Member is adjudged bankrupt or dies, the Group Shall require the Member or his/her estate to offer all his/her shares in the Group for sale in accordance with the procedures set out in Clause 17 or 20 as agreed by the Quorum..

20. A member shall sell his Share to the Group at full market value if the Group shall, by notice in writing, so require. For the purposes of this clause:
20.1. The notice in writing shall be signed by the Quorum of the Group
20.2. Market value shall be the appropriate proportion of the value of the Aircraft as determined at the Annual General Meeting
20.3. The Quorum undertake to complete a forced sale within two calendar months of the notice

20.4. Any dispute concerning this clause shall be referred to an arbitrator selected by AOPA and such arbitrator shall have power to award costs at his discretion. The arbitrator's decision shall be final.

21. The Group hereby covenants that it shall:
21.1. At all times properly maintain the Aircraft in an airworthy condition and in accordance with all applicable regulatory requirements; and
21.2. Effect and maintain a policy of insurance in relation to the Aircraft, such policy of insurance providing:
21.2.1. Hull insurance of not less than the Agreed replacement value agreed by the Quorum (see Appendix A) and
21.2.2. Passenger, baggage and public liability insurance having a combined single limit of not less than £1 million; and
21.3. Not create nor suffer to be created any charge, lien or other encumbrance on the Aircraft save to the extent that any lien may be incurred in the normal course of maintaining the Aircraft.

22. The policy of aviation insurance required hereunder shall be in the name of the Group and each of the Members and shall contain the provisions detailed in Appendix A.

23. All members shall be responsible for acquainting themselves with the provisions of the Aircraft insurance policy.

24. The Member in charge of the Aircraft at the time, of an accident shall be responsible for the payment of any excess under the Aircraft's insurance policy and for any amounts which may be payable in respect of any uninsured loss of or damage to the Aircraft, save that in exceptional circumstances the Quorum may decide that such excess or amount should be borne by the Members as a whole in the Group; except where
24.1. The deduction made by the Insurance Company is proportionately due to the hours used on timed life components of the aircraft damaged in said accident. In this event the Group as a whole shall bear the cost of the deduction directly associated with the timed life components only, and the Member in Charge of the Aircraft shall still be liable pay any excess under the Aircraft’s insurance policy.

25. The Aircraft will be valeted every three months by a company or individual selected by the Quorum.

26. Any work required on the Aircraft that does not affect the airworthiness of the Aircraft may be deferred by the Group only to the extent that it does not unduly restrict the capability of the Aircraft to carry out flights of the sort that a Member reasonably wishes to perform.

27. Immediately prior to any additional person being properly registered by the Group as a Member, the Group shall require that such person enter into an agreement with the same terms as are contained herein ("the Agreement") and no Member shall refuse to enter into the Agreement.

28. The Group shall not permit a Member to exercise any privileges in relation to the Aircraft unless:
28.1. His/her name is recorded as a Member by virtue of signing the Group Agreement and complying with the requirements set out in Clause 17.5; and
28.2. He/she is in good financial standing with the Group; and
28.3. He/she complies with the checkout and currency requirements detailed in Appendix C.

29. It is an individual Members responsibility to ensure that the aircraft is in an airworthy condition and suitable for the intended flight; and
29.1. It is the Members individual responsibility to calculate the flying hours the Aircraft will be flown for the duration of their reservation and to ensure that there is no scheduled maintenance due on the Aircraft in that time; and
29.2. A Member who fails to fulfill the requirement of clause 29.1, and by such action requires that scheduled maintenance of the aircraft becomes necessary to return the aircraft to the base aerodrome, such maintenance will not be considered essential repairs for the purposes of clause 13; and 
29.2.1. The Group will only be liable to reimburse the Member the estimated cost of the same maintenance being carried out by the base maintenance organization at Elstree; and
29.2.2. Such reimbursement will not exceed the actual amount spent by the Member on the scheduled maintenance.

30. Where a Member who conducts a flight which results in a claimable fuel drawback refund from HM Customs and Excise, the Member may claim and keep such drawback from HM Customs and Excise; subject to
30.1. Any Member making such a claim to HM Customs and Excise agrees that such a claim is strictly between the Member and HM Customs and Excise; and
30.2. The Group will not enter into any correspondence with HM Customs and Excise in relation to such a claim except where it is their legal duty to do so; and
30.3. If at any time HM Customs and Excise require such drawback to be refunded, the Member responsible for the claim in question agrees that he/she is solely liable to HM Customs and Excise for such a refund; and
30.4. If a Member chooses not to claim the drawback on a qualifying flight, the Group reserves the right to claim the drawback from HM Customs and Excise and add the money to the Group funds.

31. No clause made under this agreement may be in contradiction to, or allow the group to be in breach of any provision of the Air Navigation Order, such clause or part thereof will be deemed null and void in such circumstances.

32. All Members of the group agrees to maintain the Aircraft on the U.K. CAA Public Transport Register

33. All Members of the Group agree to maintain the Aircraft in compliance with all IR / IMC legal flight requirements, except where the Quorum may agree otherwise.

34. The Members agree to hold an Annual General Meeting at least once every 14 Calendar months.
34.1. At this meeting the following shall be discussed and recorded;
34.1.1. Current agreed value of the Aircraft; and
34.1.2. Voting/renewing the term of the elected officers of the Group as detailed in Clause 3.; and
34.1.3. The treasurer shall present the Group accounts for the year; and
34.1.4. The Monthly Rate and Hourly Rate shall be discussed and agreed for the following year; and
34.1.5. Any other issues pertinent to the operation of the group shall be discussed.
34.2. All Group Members shall be given at least one months notification of an Annual General Meeting with the issues to be discussed and voted upon by the Group Trustee; and
34.3. All Members are required to attend the Annual General Meeting, except where it would be considered unreasonable to expect a Member to do so; and
34.4. Only Members attending the Annual General Meeting may vote on the issues raised at the meeting; except where a non-attending Member has submitted to the Group Trustee his written intentions on a subject being voted on at the Annual General Meeting.
34.5. In the event of a vote being equally split between the Members of the Group, the elected Group Trustee shall be deemed to have an additional vote for the purposes of Clause 34. only.
34.6. The Group Trustee shall distribute to all of the Members of the Group the minutes of the Annual General Meeting within one calendar month of the meeting.

35. A Member who has flown less than 15 hours P1 in the Aircraft in the preceding 12 months shall forfeit his/her right to use the Aircraft until renewing their privileges as detailed in clause C.5.

36. List of Appendices:
A. DETAILED PROCEDURES
B. BOOKING PROCEDURES
C. OPERATING PROCEDURES


Accordingly the Romeo Yankee Flying Group Agreement has been entered into by each of the parties,





Signed by:

Printed Name :

Dated :

Witnessed (where the agreement has not been signed in the presence of the co-signatories) :




Signed by

Printed Name :

Dated :

Witnessed (where the agreement has not been signed in the presence of the co-signatories) :



Signed by :

Printed Name :

Dated :

Witnessed (where the agreement has not been signed in the presence of the co-signatories) :



Signed by :

Printed Name :

Dated :

Witnessed (where the agreement has not been signed in the presence of the co-signatories) :


APPENDIX A TO THE ROMEO YANKEE FLYING GROUP MEMBERS AGREEMENT

DETAILED PROCEDURES

A.1. The Aircraft shall be parked at Elstree Aerodrome, Hertfordshire.

A.2. Insurance provisions, from policy renewal, shall be as follows:
2.1. A waiver of rights of subrogation and cross liability clause in favour of each named assured; and
2.2. Hull Agreed Value to be £72,000 or as subsequently revalued at the AGM or as may be decided by the Quorum; and
2.3. Public liability insurance to include cover for European countries; and
2.4. The insurance excess for members to be determined individually by the Aircraft Insurers; and
2.5. Hull and passenger and third party liability cover for nonmember pilots employed by a maintenance organization flying as P1 for the purpose of air tests or delivery; and
2.6. Hull and passenger and third party liability cover for nonmember pilots who are qualified flying instructors while giving instruction to a member or conducting a flight test for ratings renewal on a member.

A.3. The aircraft shall be maintained by Metair Ltd of Elstree Aerodrome or other such other Group as may be selected by the Quorum save for emergency repairs which may need to be carried out by a local maintenance organization necessary for the Aircraft to return to service.

A.4. The treasurer shall from time to time calculate the indirect and direct operating costs of the Aircraft based upon historical and estimated future costs, upon which basis the Quorum shall fix the contributions required under Clauses 11.1. and 11.2.

APPENDIX B TO THE ROMEO YANKEE FLYING GROUP MEMBERS AGREEMENT

BOOKING PROCEDURES

B.1. Members shall record their reservations for the use of the Aircraft in the Bookings Diary which shall be based on an internet booking system and monitored  by a Member designated by agreement between the members (“the Bookings Coordinator”).

B.2. The Quorum shall be the sole arbitrators of any Reservation dispute, and the Members agree to be bound by that decision

B.3. No Member shall reserve the Aircraft either for a continuous period of more than 6 days or for parts of 6 consecutive days without the consent of the Quorum.

B.4. No Member shall be entitled to reserve the use of the Aircraft for more than two consecutive weekend days (i.e. Saturday & Sunday, or Sunday and the next Saturday) without the consent of the Quorum.

B.5. No Member shall be entitled to maintain at any time more than two reservations for the future use of the Aircraft without the consent of the Quorum.

B.6. A reservation that is cancelled less than 48 hours before the beginning of the intended use shall nevertheless be counted as a reservation for the purposes of subclauses B.3 and B.4 above.

B.7. A Member may use the Aircraft on a particular day that he/she is not entitled to reserve the use of the Aircraft in advance if, for the period in that day during which he/she wishes to use the Aircraft, no other Member has reserved the use of the Aircraft; and the Member shall book such use on the internet booking system.

B.8. From time to time the Bookings Coordinator may publish a rota, of a type which has the consent of the Quorum and takes into account Members' entitlements, for the weekend use of the Aircraft by Members.

B.9. The Quorum reserve the right to suspend any Members right to reserve the aircraft using the diary or the internet booking system for a period of six months if that member persistently fails to use the aircraft at his/her reserved times (the definition of ‘persistently’ is at the discretion of the Quorum); except where
9.1. Non use of the Aircraft is as a result of the weather not being suitable for the intended flight; or
9.2. Non use of the Aircraft is as a result of Aircraft Technical issues.

B.10. Reservations made less than 24hours before the intended flight time may be made in compliance with the following:
10.1. No other member has reserved the aircraft; and
10.2. The aircraft will be returned to the base operating aerodrome by the end of that flying day (2359hrs); and
10.3. Such use will be deemed exempt from clauses B.3. and B.4.


APPENDIX C TO THE NOVEMBER ROMEO YANKEE FLYING GROUP MEMBERS AGREEMENT


OPERATING PROCEDURES

C.1. Checkout for New Members:
Before acting as Pilot in Command of the Aircraft, new group Members shall:
1.1. Have a familiarisation checkout with a flying instructor who is familiar with the AG-5B or AA-5B type (“the Instructor”); during which, the Member will be required to demonstrate satisfactory flying skills including: slow flight and stall recoveries, steep turns, practice forced landings, and circuits and landings; and obtain a logbook endorsement signed by the Instructor; and
1.2. Present his/her logbook, licence, certificate of experience and medical certificate to the Quorum for checking and record keeping; and
1.3. Read and sign the flying orders of the base airfield; and
1.4. Where the new member already has in excess of 20 hours P1 time logged on the Aircraft in his/her logbook the purposes of clause C.1.1. will be deemed to have been complied with and no logbook endorsement by an Instructor will be required.

C.2. Pre-Flight procedures:
2.1. All Members undertake to perform a full pre-flight inspection of the aircraft in accordance with the Pilots Operating Handbook; and
2.2. All Members will check and make a note of the Oil and Fuel levels plus the tach time recorded in the Aircraft prior to engine start; and
2.3. The final decision on whether to commence a flight rests solely with the Aircraft Commander, or Pilot in Command; and
2.4. All Members agree to have read the Aircrafts Pilots Operating Handbook before acting as Commander or Pilot in Command of the Aircraft; and
2.5. A weight and balance schedule shall be prepared before each and every flight.



C.3. PostFlight Procedures and Flight Log:
 Members shall be responsible for the following postflight actions:
3.1. Refueling (if possible); completion of the Technical Log with flight times, tach hours and any defects; and cleaning the canopy and interior; covering the aircraft (especially in strong sunlight); securely tethering the Aircraft for overnight parking; locking the hatches; booking in; canceling an open flight plan; and
3.2. Notifying the Bookings and Maintenance Coordinator of defects, leaving a message on their answering machine as well as attempting to contact the member rostered for the next booking period (if known)
3.3. E-mailing or transmitting via other means the completed details from the Technical Log to the group Trustee and treasurer within 48hours of the return of the aircraft to the base.

C.4. 13Monthly Renewal:
Members shall renew their flying privileges at least every 13 months by presenting their logbook, license, certificate of experience and medical certificate to the Quorum for checking and record keeping.

C.5. Annual Checkout:
An annual checkout with an Instructor is recommended, or required if the Member has flown less than 15hours P1 in the Aircraft in the preceding 12months; this should include practice of the following and a logbook endorsement to confirm that the instructor is satisfied with the standard of flight demonstrated:
5.1. (all Members) Slow flight and stall recoveries, steep turns, practice forced landings, circuits and landings in flap / flapless configurations; and
5.2. (IMC/IR rated Members only) Hooded (or Foggles) flight with sole reference to the instruments, limited panel, recovery from unusual attitudes, and compass turns.

C.6. Currency Requirements:
Members shall only exercise their P1 flying privileges if they are in current flying practice on type, i.e. having flown as P1 ontype within the previous 63 days (9 weeks).

C.7. Currency Renewal:
A member who has not flown as P1 ontype within the required period, may renew his/her currency by flying with an Instructor, or with a Member who is in current righthand seat landing practice, and carrying out at least one landing and one takeoff ontype.

C.8. IFR / IMC and Night Flying Familiarisation:
Before a suitably rated Member flies the Aircraft in either IMC or Night conditions, he/she shall undertake an Instrument and/or Night familiarisation flight in the Aircraft with either an Instructor or with a Member who is in current IMC/Night and righthand seat landing practice experience.

C.9. Overseas Flying Familiarisation:
Before a suitably rated Member flies the Aircraft overseas, he/she shall undertake an overseas familiarisation flight in the Aircraft with either an Instructor or with a Member who is in current overseas practice, unless he/she has completed an overseas flight as P1 in any type within the last 25 months.

C.10. Unable to Return Aircraft On Time:
In the event of being unable to return the Aircraft to base or the agreed handover airfield at the end of a booking, the Member shall attempt to contact the Bookings Coordinator, or shall leave a message on his/hers answering machine as well as attempting to contact the member rostered for the next booking period (if known); the Bookings Coordinator shall inform affected Members of the delayed return of the Aircraft.
Romeo Yankee Flying Group Agreement, Page 12 of 12. Dated 2nd August 2002.