FIRST AMENDED

BY-LAWS OF

WOMEN IN AVIATION,
ST. LOUIS WOMEN WITH WINGS CHAPTER, A CHAPTER OF WOMEN IN AVIATION, INTERNATIONAL, DAYTONA BEACH, FLORIDA

PREAMBLE

This corporation is organized according to the General Not-For-Profit Corporation Law of the state of Missouri and shall operate exclusively for the charitable, educational or scientific purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended from time to time. The purposes for which this corporation is organized shall be:

To foster, promote and engage in aviation education, particularly as it relates to women in aviation;

To cultivate, foster and promote interest and understanding among the public in the accomplishments and contributions of women to the aviation industry;

To promote, encourage and facilitate membership in Women in Aviation International (WAI) and the corporation; and

To promote and support the mission, vision, goals and objectives of WAI

The corporation is not formed for pecuniary profit or financial gain; no part of the net earnings of the corporation shall inure to the benefit of any member or other individual and no substantial part of its activities shall include the carrying on of propaganda, or otherwise attempting to influence legislation and it shall not participate or intervene (including the publishing or distributing of statements) in any political campaign on behalf of any candidate for public office. Notwithstanding the foregoing, the corporation shall not engage in any activities not permitted for a corporation exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue code, as amended from time to time.

ARTICLE ONE

NAME AND LOCATION OF PRINCIPAL OFFICE

The name of this corporation shall be:

WOMEN IN AVIATION,
ST. LOUIS WOMEN WITH WINGS CHAPTER, A CHAPTER OF WOMEN IN AVIATION, INTERNATIONAL,

DAYTONA BEACH, FLORIDA

The principal office of the corporation shall be located at such location as shall, from time to time, be designated in the minutes of the annual meeting of the directors of the corporation. The corporation may also have offices and branch offices at such other places within and without the State of Missouri as the Board of Directors may from time to time designate and the business of the corporation may require.

ARTICLE TWO

MEMBERS and MEETINGS

Section 1: Eligibility for Membership. Eligibility for membership is open to any person who has an interest in aviation and who is a member of Women in Aviation International. The officers with the concurrence of a majority of the Membership shall determine appropriate dues and assessments, annually. Dues shall be paid annually and currency of payment of dues is a pre-condition to eligibility to vote. In the event that a Member shall be in default in the payment of dues or assessments for a period of more than 60 days from date of assessment, their membership shall be terminated without further action of the Directors or officers of the corporation.

Section 2: Place of Member Meetings. Any annual or special meeting of the Members shall be held at such place within or without the State of Missouri as may be designated by the Board of Directors or in a waiver of notice executed by all Members entitled to vote at such meeting. If there is a failure to designate a place for such meetings, the same shall be held at the principal place of business of the corporation. In lieu of such meeting, the Members may act by execution of documents reflecting unanimous consent to the actions or resolutions contained in such document.

Section 3: Annual Meeting. If the Board of Directors does not fix a time or place, the annual meeting of the Members shall be held on 3^rd Tuesday of April for the purpose of electing directors and for transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day at the same hour. Special meetings of the Members may be called at any time by the President, by the Board of Directors, or by such other officers or persons as may be provided in the Articles of Incorporation of the Bylaws.

Section 4: Quorum for Meetings. Unless otherwise provided in the Articles of Incorporation or Bylaws, a majority of the outstanding eligible members at any meeting represented in person or by proxy, shall constitute a quorum at a meeting of Members; provided that in no event shall a quorum consist of less than a majority of the outstanding Members entitled to vote, but if less than a quorum is present, the president shall have the right successively to adjourn the meeting to a specified date not longer than ninety (90) days after such adjournment, and no notice need be given of such adjournment to Members not present at the meeting. Every decision of a majority of such quorum shall be valid as a corporate act unless this chapter requires a larger vote.

Section 5: Notice of Members' Meetings. Written or printed notice of each meeting of Members stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or given not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each Member of record entitled to vote at such meeting. Any notice of a Members' meeting sent by mail shall be deemed to be delivered when deposited in the United States mail with postage prepaid addressed to the Member at her address as it appears on the records of the corporation. Attendance of a Member at any meeting shall constitute a waiver of notice of such meeting except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6: Waiver of Notice. Any notice required by these By-laws may be waived by the persons entitled thereto signing a waiver of notice before or after the time of such meeting and such waivers shall be deemed equivalent to the giving of said notice. Notice shall also be deemed waived were persons execute unanimous written consents in lieu of attendance at meetings.

Section 7: List of Voters. The officer or agent having charge of the Membership list of the corporation shall compile a complete list of all Members entitled to vote at any annual and special meeting at least ten (10) days before such meeting. Such list shall be compiled in alphabetical order with the address of and the number of Members held by each Member, and the list shall be kept on file at the registered office of the corporation for a period of at least ten (10) days prior to such meeting and shall be open to inspection by any Member for such period during usual business hours. Such list shall also be present and kept open at the time and place of such meeting and shall be subject to the inspection of any Member during this meeting. The original Member ledger shall be prima facie evidence as to who are the Members entitled to examine such list or Member ledger or transfer book or to vote at any meeting of Members. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.