400 Airport Road, Montoursville PA 17754

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  ABOUT
Bylaws of the Susquehanna Air and Space Museum
A CORPORATION NOT FOR PROFIT

The Corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code).

The Corporation may have such offices as the Board of Directors may require. The principal office shall be located within the County Lycoming, Commonwealth of Pennsylvania.

1. The first members of the Corporation shall consist of the members of the original Board of Directors of the Corporation, unless they have resigned or their membership otherwise terminated. Thereafter, the eligibility and qualifications for membership and the manner of and admission into membership shall be prescribed by resolutions duly adopted by the Board of Directors of the Corporation or by such rules and regulations as may be prescribed by the Board of Directors. All such resolutions or rules and regulations relating to members adopted by the Board of Directors of the Corporation shall be affixed to the Bylaws of the Corporation and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership.

2. The Board of Directors may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, card or other instrument shall be nontransferable, and a statement to that effect shall be noted on the certificate, card or other instrument. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of an officer or officers designated by the Board of Directors and may bear the seal of the Corporation or a facsimile thereof.

1. ANNUAL MEETING. An annual meeting of the membership shall be held once per calendar year, at a date, time and place determined by the President, in consultation with the Board. The meeting will be for the purpose of transacting such business as may come before the meeting.

2. SPECIAL MEETINGS. Special Meetings of the members may be called by the President or the Board of Directors.

3. NOTICE OF MEETINGS. Written or electronic notice shall be provided to each member, not less than 10 days nor more than 90 days before the date set for the annual meeting and not less than 10 days before the date of any special meeting.

   Such notice shall state the place, day and hour of the meeting. Notice for an Annual Meeting shall state that the meeting is being called for the transaction of such business as may properly come before the meeting. Notice of Special Meetings shall state the purpose or purposes for which the meeting is called.

   Notice shall be deemed to have been given when deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United States Post Office, or when posted to the World Wide Web site of the Susquehanna Air and Space Museum. Any meeting of members may be adjourned from time to time. In such event, it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is given at the meeting so adjourned.

4. QUORUM. At least one percent of the membership must be represented at any membership meeting, in person, by telepresence, or by signed proxy, before business may be conducted. However, if a quorum is not present, a majority of the members present at the meeting may adjourn the meeting from time to time without further notice.

5. VOTING. At all meetings, except for the election of officers or Directors, the membership may vote by a voice vote or by a showing of hands. Written ballots will be used for all elections and when otherwise requested by a simple majority of members present. Any member may vote by written proxy.

1. GENERAL POWERS. The affairs of the Corporation shall be managed by its Board of Directors. Directors do not need to be members of the Corporation or residents of the state of incorporation.

2. BOARD MEMBERS. The number of Directors shall be no more than seven. Each Director shall hold office until his or her successor is elected at the annual meeting of the Board of Directors, and duly qualified, subject to earlier termination by removal or resignation. The Board shall consist of all officers, along with such other Director positions as determined by the Board of Directors at their annual meeting.

3. REGULAR MEETINGS. The Board of Directors shall hold an annual meeting once per calendar year, at a mutually convenient date, time and place as determined by the President, in consultation with the Board. The Board may provide by resolution for additional regular meetings to be held without notice except as provided by the resolution itself.

4. SPECIAL MEETINGS. The President or any two Directors may call for special meetings of the Board and fix the time and place for said meetings.

5. NOTICE. Directors shall be notified of any special meeting by advance notice, which shall be sent by mail, facsimile, acknowledged email, or personally delivered at least 10 days before the time set for the meeting. The notices may be sent to the addresses, facsimile numbers or email addresses as shown on the records of the Corporation. Lack of notice is waived by written or electronically submitted waiver or attendance at the meeting without protest.

6. QUORUM. A simple majority of the Directors must be present, physically or via telepresence, in order to conduct business. However, a majority of those present may adjourn the meeting from time to time without further notice.

7. VACANCIES. Any vacancy on the Board may be filled by the affirmative vote of a majority of the remaining Directors, even if less than a quorum of the Board. A Director so elected to fill a vacancy shall complete the unexpired term of his or her predecessor in office. If additional Directors are to be elected to increase the size of the Board, this shall be done by election at the annual meeting of the Board of Directors.

8. COMPENSATION. The Board may provide, by majority vote, that a salary or other compensation be paid to any officer or other employee for his or her services. The Board may also provide by resolution that any corporate agent be indemnified for expenses and costs, including legal fees which were necessarily incurred in connection with any claim asserted against him or her by reason of his or her being or having been a corporate agent. However, no indemnification shall be allowed if the trustee was guilty of misconduct regarding the matter in which indemnity is sought.

9. REMOVAL. The Board of Directors may remove any Director at any time if, in its judgment, the best interests of the Corporation would be served thereby.

1. OFFICERS. The officers of the Corporation shall be as follows:
   • President
   • First Vice President
   • Second Vice President
   • Secretary
   • Treasurer

2. TERM. The initial officers shall be elected by the Board of Directors at their organizational meeting. Thereafter, the officers shall be elected annually by the Board of Directors at their annual meeting. Vacancies may be filled at any meeting of the Board of Directors. Each officer shall remain in office until his or her successor is elected and qualified, subject to earlier termination by removal or resignation.

3. DUTIES AND RESPONSIBILITIES
   • PRESIDENT. The President shall serve as the Chief Executive Officer of the Corporation and shall supervise and control all of the business and affairs of the Corporation. The President (or his designee) shall preside at all meetings of the membership and the Board of Directors. The President shall have all such powers as may reasonably be construed as belonging to the chief executive of a nonprofit corporation. The President shall have charge and custody of and be responsible for all funds and securities of the Corporation.

   • FIRST VICE PRESIDENT. The First Vice President shall serve as Chief Operating Officer of the Corporation. He or she is responsible for overseeing the day-to-day operations of the corporation, implementing such policies as may be adopted by the Board of Directors, and, in general, performing all duties incidental to the office of Chief Operating Officer and such other duties as may be assigned by the President or the Board of Directors.

   • SECOND VICE PRESIDENT. The Second Vice President shall serve as General Manager of the Corporation. He or she is responsible for supporting the day-to-day operations of the corporation, implementing such policies as may be adopted by the Board of Directors, and, in general, performing all duties incidental to the office of General Manager and such other duties as may be assigned by the President, the First Vice President, or the Board of Directors.

   • SECRETARY. The Secretary shall keep the minutes and records of the Corporation in appropriate books, see that all notices are given in accordance with these Bylaws or as provided by law, keep the seal of the Corporation and affix same to corporate documents, keep a list of all members and their mailing addresses and, in general, perform all duties incidental to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors.

   • TREASURER. The Treasurer shall serve as the Chief Financial Officer of the Corporation. He or she shall maintain the financial records of the Corporation in appropriate books, prepare and present a Financial Report to the membership at its annual meeting, assist the President (or his designee) in the preparation of an annual budget and, in general, perform all duties incidental to the office of Treasurer and such other duties as may be assigned by the President or the Board of Directors.

INDEMNIFICATION. Every Director, Officer, or person designated by same to expend funds on behave of the Corporation, shall be indemnified against all expenses and liabilities reasonably incurred in connection with any proceeding to which may become involved as a designated representative of the Corporation, except when such persons are adjudged by the Board of Directors and membership of willful misfeasance or malfeasance in the performance of their duties.

COMMITTEES. The Board of Directors may, by resolution of a majority of the Board, establish committees of one or more Directors to conduct the affairs of the Corporation. Other committees shall be established consisting of members of the Corporation, but may not exercise the authority of the Board of Directors in the affairs of the Corporation. All committees shall function in accordance with the rules and procedures established by the Board of Directors.

These Bylaws may be amended or repealed by an affirmative vote of two-thirds of those Directors present at a meeting of the Board of Directors called for the purpose of acting upon such amendment (provided that a quorum is present, physically or via telepresence), subject to an affirmative vote of at least fifty percent plus one of those members responding to a call for ratification thereof. Any amendments shall become effective as of 0001 UTC on the date following their posting to the World Wide Web site of the Susquehanna Air and Space Museum.

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, Directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered (as further detailed in Paragraph 8 of ARTICLE V hereof), and to make payments and distributions in furtherance of Section 501(c)(3) purposes. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office, nor shall any Officer or Director of the Corporation engage in such activities in his or her capacity as a Officer or Director thereof.

Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or corresponding future section of any future Federal tax code), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding future section of any future Federal tax code).

Upon dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or corresponding future section of any future Federal tax code), or shall be distributed to the Federal government, or to a state or local government, for a public purpose.

All meetings of the Membership of the Susquehanna Air and Space Museum, its Board of Directors, or any of its Committees shall be conducted in accordance with accepted parliamentary procedure, as documented in the latest edition of Robert's Rules of Order, by Col. Henry M. Robert III.

ORDER OF BUSINESS for all Board Meetings and Membership Meetings of this Corporation shall be as follows:

• a) call to order
• b) adoption of minutes of previous meeting
• c) acceptance of financial report
• d) reports of committees
• e) old business
• f) new business
• g) good and welfare
• h) scheduling of next meeting
• i) adjournment

These bylaws were adopted by majority vote of the Board of Directors of the Susquehanna Air and Space Museum, at a Regular Meeting held for that purpose on 11 March 2009.

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