ARTICLE I MEMBERSHIP

1. MEMBERSHIP QUALIFICATIONS

Membership of the Association shall be open to all persons or entities that are involved with, and/or are interested in, the furtherance of aviation in the Commonwealth of Massachusetts. Such membership shall be subject to the member conforming with the Association's Articles of Organization and Bylaws, being a member in good standing by paying the appropriate fee when it becomes due and approved for membership by the Board of Directors.

2. MEMBERSHIP

Membership shall be based on organization rather than by individual, unless the individual has no organizational affiliation. Each member organization, or entity except Aviation Partners and Association Partners shall have one vote and each vote shall have equal weight. Each member organization or entity will be required to pay only one membership fee. With the exception of HONORARY LIFE MEMBERS, Individuals who have no organizational affiliation shall not have a vote, but may serve with full power and authority on the Board of Directors.

The Board of Directors shall have the authority, by simple majority, to grant free STUDENT membership to interested applicants who are interns, members of the Civil Air Patrol (CAP), those who are actively in pursuit of an aviation-related degree, or any other individual the Board deems qualified. The list of student members shall be reviewed annually by the Board of Directors. Student members shall have no voting authority and may not serve on the Board of Directors.

The Board shall also have the authority to appoint HONORARY LIFE MEMBERS and grant them lifetime free memberships. Life members may serve on the Board of Directors.

3. NEW MEMBERSHIPS

All new memberships shall be subject to the following conditions: (1) Completion of the prescribed application form. (2) Payment of dues for the current calendar year. Application shall be made to the Secretary of the organization, and membership shall not become final until ratified at the next Board of Directors' meeting.

4. DUES AND PAYMENT OF DUES

The membership dues shall be based on various categories. Cost of membership has no bearing or relevance in terms of voting rights and membership privileges. The fees are based on ability to pay and perceived benefits of membership. Membership categories are as follows:

• Honorary Life Members are individuals who have made sustained contributions to the prosperity of aviation in the Commonwealth of Massachusetts.
• Certificated Airports are publicly or privately owned public use airports that have scheduled passenger/commercial service and are certificated in accordance with FAR Part 139.
• General Aviation Airports are publicly or privately owned public use airports that are not certificated in accordance with FAR Part 139, or if certificated do not have scheduled passenger/commercial service.
• FBOs are service centers at an airport that may be a private enterprise or may be a department of the municipality that the airport serves.
• Restricted Private Landing Areas are privately owned airports not available for public use.
• Business Partners are professional consultants, engineering firms, suppliers, vendors, corporate flight departments, part 135 operators, and other private corporations supporting the aviation industry.
• Aviation Partners are aviation educational facilities, pilot associations, flying clubs, individuals, and planning organizations.
• Association Partners are students, FAA, MassDOT Aeronautics and honorary life members.

Members that might qualify for membership in more than one category shall be classified in the highest level on the above list. Dues shall be assessed on a calendar year and are payable within thirty (30) days of January 1. Dues must be paid to participate and vote at the Annual Meeting. Dues may be adjusted by the Board of Directors at any time to meet the financial needs of the Association.

5. VOTING PRIVILEGES

Each member organization, or entity except Aviation Partners and Association Partners shall have one vote and each vote shall have the same weight as any other vote, regardless of the category of membership except that Association Partners other than HONORARY LIFE MEMBER shall have no vote. Each HONORARY LIFE MEMBER shall have one vote.

ARTICLE II THE BOARD OF DIRECTORS

1. POWERS

The business of the Corporation shall be managed by a Board of Directors who shall exercise all the powers of the Corporation. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, they exercise the powers of the full board until the vacancy is filled.

2. MEMBERSHIP AND ELECTION

The Board of Directors shall consist of at least five members. At each annual meeting, or special meeting calling for the election of the Board of Directors, the Members, by majority vote, shall elect the Board of Directors. At least 75 percent of the Board of Directors shall be selected from members classified as certificated or general aviation airports.

3. ANNUAL MEETING

The Board of Directors shall determine the date, hour and manner of conducting the annual meeting of the Association. The purpose of the annual meeting shall be to elect the Board of Directors and to conduct whatever other business the Board of Directors shall prescribe in accordance with the Articles of Organization or these Bylaws.

4. VACANCIES

Any vacancy in the Board of Directors, however occurring, may be filled by vote of the majority of the directors then in office.

5. ENLARGEMENT OF THE BOARD

The number constituting the Board of Directors may be increased and one or more additional directors elected at any special meeting of the Board of Directors by vote of a majority of the directors then in office.

6. TENURE

Except as otherwise provided by law, the Articles of Organization, or these By-laws, Directors shall hold office until the next annual meeting of the Directors and thereafter until their successors are chosen and qualified. Any Director may resign by delivering his written resignation to the Corporation and its principal office or to the President, Clerk, or Treasurer. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other of them.

7. REMOVAL

A Director may be removed from office with or without cause by vote of a majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the Board of Directors.

8. MEETINGS

Regular meetings of the Board of Directors may be held without call or notice at such places and at such times as the Board of Directors may from time to time determined, provided that any Director who is absent when such determination is made shall be given notice of the determination. Special meetings of the Directors may be held upon the oral or written call by the President, Treasurer, or two or more Directors, designating the date, hour and place thereof. Directors may not vote by proxy.

9. NOTICE OF SPECIAL MEETINGS

Notice of the date, hour in place of all special meetings of the Board of Directors shall be given to each Director by the Secretary or an Assistant Secretary, or, if there has been no Secretary or an Assistant Secretary, by the Clerk or an Assistant Clerk, or, in case of death, absence, incapacity, or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each director either in person, by telephone, or by telegram sent to the Director's business or home address at least 24 hours in advance of the meeting, or by written notice mailed to such business or home address at least 48 hours in advance of the meeting. Notice need not be given to a Director if a written waiver of notice isn't is executed by such Director before or after a meeting and is filled with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement of the lack of notice to such director. A notice or waiver of notice of a meeting of the board of directors need not specify the purposes of the meeting.

10. QUORUM

At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time, in the meeting may be held as adjourned without further notice. One or more Directors may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other at the same time. Participation in a meeting pursuant to the foregoing sentence shall constitute presence in person at such meeting.

11. ACTION AT MEETING

At any meeting of the Board of Directors at which a quorum is present, a majority of those present may take action on behalf of the Board of Directors except to the extent that a larger number is required by law, the articles of organization, or these bylaws.

12. ACTION WITHOUT MEETING

Any action by the Board of Directors may be taken without a meeting if they written consent thereto is signed by all the Directors then in office and filed with the records of the meetings of the Board of Directors. Such consent shall be treated as a vote of the Board of Directors for all purposes.

13. COMMITTEES

The Board of Directors may, by vote of a majority of the Directors then in office, elect from its number and executive committee or other committees and may, I like vote, delegates thereto some or all of its powers except those which by law, by the articles of organization, or by these By-laws it is prohibited from delegating. In no event shall the following powers be delegated by the Board of Directors to any committee established by it:

I. The power to change the principal office of the Corporation. 
II. The power to amend these By-laws. 
III. The power to elect officers required by law, the Articles of Organization, or these By-laws to be elected by the Directors or the power to fill vacancies in such offices. 
IV. The power to change the number of members constituting the Board of Directors and the power to fill vacancies in the Board of Directors. 
V. The power to remove officers from office or Directors from the Board of Directors. 
VI. The power to authorize a merger of the Corporation.

Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but, unless otherwise provided by the Board of Directors or in such rules, it's business (including the keeping of a record of its meetings) shall be conducted as nearly as may be in the same manner as is provided by these By-laws for the Board of Directors, including the ability to participate in meetings telephonically, and to act by written consent in the lieu of a meeting as provided in sections 10 and 12, respectively, of this Article II. Each such committee shall report its action to the Board of Directors, which shall have the power to rescind any action taken. However, in the case of the executive committee no such rescission shall have retroactive effect.

ARTICLE III OFFICERS

1. ENUMERATION

The officers of the Corporation shall consist of a President, a Treasurer and a Clerk. The officers of the Corporation may include such other officers as the Board of Directors may determine, including a chairman of the Board, and Executive Director, a Secretary, a Controller, and one or more Vice Presidents, Assistant Treasurers, Assistant Clerk's, and Assistant Secretaries.

2. ELECTION

At its first meeting after the Annual Meeting elections, the Board of Directors shall elect the officers of the Association. The Board of Directors shall elect a President, Treasurer and Clerk and what other officers it determines necessary for the efficient operation of the Association as enumerated in Section 1 of this Article.

3. QUALIFICATION

The President, the Treasurer and the Chairman of the Board, if one be chosen, shall be Directors. No other officers need be Directors. Any two or more offices may be held by the same person. The Clerk shall be a resident of Massachusetts, unless the Corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Board of Directors to give bond for the faithful performance of his duties to the corporation and such amount and with such sureties as the Board of Directors may determine.

4. TENURE

Except as otherwise provided by law, by the Articles of Organization, or by these By-laws, the President, Treasurer, Clerk and all other officers shall hold office until the next annual meeting of the Board of Directors and until their respective successors are chosen and qualified unless a shorter term is specified in the vote choosing or pointing them. Any officer may resign by delivering his written resignation to the Corporation and its principal office or to the President, Clerk, or Treasurer, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5. REMOVAL

The Board of Directors may remove any officer with or without cause, provided that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors.

6. VACANCIES

Any vacancy, however arising, in any office, may be filled for the unexpired portion of the term thereof by the Board of Directors.

7. CHAIRMAN OF THE BOARD, PRESIDENT, AND VICE PRESIDENTS

The Chairman of the Board, if chosen, shall preside at all meetings of the Board of Directors and shall perform such other duties and have such other powers as may be designated from time to time by the Board of Directors. The Chairman shall be an ex-officio member of all committees of the Corporation or it at any time when there shall be no President of the Corporation in office, the Chairman shall act as the Chief Executive Officer of the Corporation. The President shall be the Chief Executive Officer of the Corporation and shall, subject to the direction of the Board of Directors, have general supervision and control of the business and the offices of the Corporation, or side at all meetings of the Board of Directors if no Chairman of the Board is chosen, or if chosen to be absent or decline to preside, and perform such other duties and have such other powers as may be designated from time to time by the Board of Directors. Each Vice President shall perform such duties and have such powers as may be designated from time to time by the Board of Directors.

8. TREASURER AND ASSISTANT TREASURERS

The treasurer shall, subject to the direction of the Board of Directors, have general charge of all the financial affairs of the Corporation and shall cause to be kept accurate books of account of the affairs of the corporation. The Treasurer shall have custody of all funds, securities, and valuable documents of the corporation, except as the Board of Directors may otherwise provide. In addition, the Treasurer shall perform such other duties and have such other powers as may be designated from time to time by the Board of Directors. Each assistant Treasurer shall perform such duties and have such powers as may be designated from time to time by the Board of Directors.

9. CLERK AND ASSISTANT CLERKS

The Clerk shall attend and keep a record of all meetings of the Board of Directors. In addition, the Clerk shall perform such other duties and have such other powers as may be designated from time to time by the Board of Directors. Each assistant Clerk shall perform such duties and have such powers as may be designated from time to time by the Board of Directors. In absence of the clerk from any meeting of the Board of Directors, and Assistant Clerk, if one is chosen, otherwise a temporary Clerk Designated by the person presiding at the meeting, shall perform the duties of the Clerk at such meeting. The Clerk shall keep or cause to be kept, at the principal office of the Corporation in Massachusetts or at his office in Massachusetts, or if his office is not in Massachusetts, at the office of the resident agent, the records of the Corporation.

10. SECRETARY AND ASSISTANT SECRETARIES

If a Secretary is chosen, the Secretary shall perform such duties and have such powers as may be designated from time to time by the Board of Directors. Each Assistant Secretary shall perform such duties and have such powers as may be designated from time to time by the Board of Directors.

11. OTHER OFFICERS

Each other officer, including a General Manager and the Controller, if any that may be chosen by the Board of Directors shall perform such duties and have such powers as may be designated from time to time by the Board of Directors.

12. OTHER POWERS AND DUTIES

Each officer shall, subject to these Bylaws, and in addition to the duties and powers specifically set forth in these bylaws, have such duties and powers as are customarily incident to his office. The exercise of any power which by law, the Articles of Organization, or these By-laws, or under any vote of the Board of Directors, may be exercised by an officer of the Corporation only in the event of absence of another officer or any other contingency, shall bind the corporation in favor of anyone relying there on in good faith, whether or not such absence or contingency existed.

ARTICLE IV INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

The Corporation shall indemnify each person now or hereafter elected or appointed a Director, officer, employee or agent of the Corporation (including each person who serves at its request as a director, officer, employee or agent of any other organization in which the Corporation has any interest as a stockholder, creditor, or otherwise, or who serves at its request in any capacity with respect to any employee benefit plan) against all expense reasonably incurred or paid by him in connection with the defense or deposition of an actual or threatened claim, action, suit, or proceeding (civil, criminal, or other, including appeals) in which he may be involved as a party or otherwise by reason of his having served in any such capacity, or by reason of any action or omission or alleged action or omission(including those antedating the adoption of these By-laws) by him while serving in such capacity; except for expense incurred or paid by him with respect to (i) any matter as to which he shall have been adjudicated in any proceeding not to have acted in the reasonable belief that his action was in the best interests of the Corporation, or (ii) any matter as to which he shall agree or be ordered by any court of competent jurisdiction to make payment to the corporation, or (iii) which the corporation shall be prohibited by law or by order of any court of competent jurisdiction from indemnify in him. Such indemnification shall include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of the action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall eventually be adjudicated to be not entitled to indemnification under these By-laws.

No matter disposed of by settlement, compromise, or the entry of a consent decree, nor a judgment of conviction or the entry of any plea in a criminal proceeding, shall of itself be deemed in adjudication of not having acted in the reasonable belief that the action taken or omitted was in the best interests of the Corporation. The term expensed shall include, without limitation, settlements, attorneys fees, costs, judgments, fines, penalties, and other liabilities. The right of any indemnification herein provided for shall be severable, shall be in addition to any other right which any such person may have or obtain, shall continue as to any such person who has ceased to be such a director or officer and shall inure to the benefit of the heirs and personal representatives of any such person.

ARTICLE V MISCELLANEOUS PROVISIONS

1. FISCAL YEAR

Except as from time to time otherwise determined by the Board of Directors, the fiscal year of the corporation shall end on December and each year.

2. SEAL

If the Board of Directors determines to adopt a seal of the Corporation, such seal shall, subject to alteration by the Board of Directors, bear its name, the word "Massachusetts", and year of its incorporation.

3. EXECUTION OF INSTRUMENTS

All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the corporation and its behalf shall be signed by the president or the treasurer except as the Board of Directors may generally or in particular cases otherwise determine.

4. VOTING OF SECURITIES

Except as the Board of Directors may otherwise designate, the President or Treasurer may waive notice of an act on behalf of the Corporation, or a point to any person or persons to act as proxy or attorney in fact for this Corporation (with or without discretionary power and/or power of substitution) and any meetings of corporators or shareholders or beneficial owners of any other corporation or organization, any of the securities of which may be held by the corporation.

5. CORPORATE RECORDS

The original, or attested copies, of the articles of organization, these bylaws, and records of all meetings of the Incorporators and Directors, which shall contain the names and the record address of all Directors and officers, shall be kept in Massachusetts at the principal office of the Corporation or at an office of his Clerk, or resident agent. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for the inspection by any director or officer for any proper purpose but not too secure a list or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a director or officer, relative to the affairs of the corporation. Except as may be otherwise required by law, by articles of organization, or by these bylaws, the corporation shall be entitled to treat the record address of a director or officer as shown on its books as the address of such person for all purposes, including the giving of any notices; and it shall be the duty of each such person to notify the corporation of his latest post office address.

6. POWER TO CONTRACT WITH THE CORPORATION

In the absence of fraud, (a) no contract or other transaction between the corporation or one or more of its directors or officers, or between the Corporation and any other corporation or other organization in which one or more of the Corporation's Directors or officers are stockholders, directors, or officers, or are otherwise interested, and (b) no other contract or transaction by the Corporation in which one or more of its Directors or officers is otherwise interested, shall be in any way affected or invalidated even though the vote or the action of the Directors or officers having such interests (even if adverse) may have been necessary to obligate the Corporation upon such contract or transaction; provided the nature of such interest (though not necessarily the extent or details thereof) shall be disclosed or shall have been known to at least a majority of the Directors then in office; and no Director or officer having such interest (even if adverse) shall be liable to the Corporation or to any creditor thereof, or to any person for any loss incurred by it under or by reason of such contract or transaction, nor shall any such Director or officer be accountable for gains or profits realized thereon, or be disqualified from serving or continuing to serve as a Director or officer thereof. Any Director or officer in any way interested in any contract or transaction described in the foregoing sentence shall be deemed to have satisfied any requirement for disclosure thereof to the Directors if he gives to at least a majority of the Directors not so interested a general notice that he is or may be so interested. Notwithstanding the foregoing, the authority granted in this Article V, Section 6 shall not be exercised if the effect thereof would be to cause the loss of the tax exempt status of the Corporation under the Internal Revenue Code of 1986, as amended from time to time, or to subject the Corporation, its Directors, officers or agents to any penalty or fine under said code or under any other applicable law as a result of such exercise, it being the purpose of this Article V, Section 6 to allow only such transactions by the corporation as are not prohibited by said code or said other applicable law.

7. EVIDENCE OF AUTHORITY

A certificate by the Clerk, Secretary, or an Assistant Clerk or Secretary as to any action taken by the Directors or any officer or representative of the Corporation shall, as to all who rely thereon in good faith, be conclusive evidence of such action.

8. RATIFICATION

Any action taken on behalf of the Corporation by a Director or an officer or representative of the Corporation which requires authorization by the Board of Directors shall be deemed to have been duly authorized if subsequently ratified by the Board of Directors, if action by it was necessary for authorization.

9. ARTICLES OF ORGANIZATION

All references in these By-laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended, and in effect from time to time.