A Not-For-Profit Corporation

Organized under the Laws of the State of Illinois, USA

(This printing includes all amendments adopted by the membership through May 18, 1994.)

NAME, STATEMENT OF PURPOSES AND PRINCIPAL OFFICE

SECTION 1. NAME. The name of this corporation shall be "INTERNATIONAL ASSOCIATION OF AIRPORT EXECUTIVES, INC." The official abbreviation of this name shall be "IAAE."

SECTION 2. PURPOSES. The purpose of the Association shall be:

(A) To determine, implement and promote a Code of Ethics for the members of the airport management profession.

(B) To promote professionalism and financial stability in the administration of airports.

(C) To encourage professional growth of individual members through an accreditation and educational program.

(D) To further promote airport safety and operational efficiency by encouraging the airport management profession to develop and apply modern techniques to airport management.

(E) To establish and develop a systematic interchange of information and experience in the development, maintenance and operation of airports.

(F) To foster public recognition and respect for the airport management profession.

(G) To cooperate with other organizations working for the general benefit of aviation.

(H) To represent airports and the airport management profession before appropriate government bodies.

(I) To foster, promote and assist the development of air transportation.

(J) To promote a diverse population within the airport management profession.

SECTION 3. OFFICES. The Association shall maintain an office in the State of Illinois. This office may be the office of the Association's registered agent. The Association may also maintain a general office for the transaction of business at any location designated, from time to time, by the Board of Directors.

MEMBERSHIP CLASSIFICATION AND QUALIFICATIONS

SECTION 1. MEMBERSHIP. The membership of the Association shall be open to all persons, including those of all ages, races, religions, genders, colors, disabilities or national origins, either individual or corporate, who are eligible for any one of the classes of membership defined in Article II, Section 2, and who have qualified for membership in the manner prescribed by this Constitution and Bylaws.

The term "Public Airport" as used herein shall mean and include airports that are available for use by other than the owner or operator upon reasonable, uniform and non-discriminatory terms and conditions.

The term "Public Corporation" as used herein shall mean and include municipal corporations, political subdivisions and other governmental agencies having legal authority to own, operate, manage or administer a public airport.

SECTION 2. CLASSES OF MEMBERSHIP. The membership shall be comprised of twelve classes: Executive, Executive Inactive, Executive Candidate, Affiliate, Participating, Associate, Academic, Honorary, Corporate, Sustaining, Executive Emeritus and Sectional. All classes of members shall be issued such certificates of membership and membership cards as may be prescribed by the Board of Directors.

(1) EXECUTIVE MEMBERSHIP. Executive Membership shall be open only to persons exercising active responsibility for the management or administration of a public airport, and who is engaged in such activity as a gainful occupation, or who has accumulated twelve years of active Executive Membership and continues to pay the Executive Membership dues.

Membership in this classification shall be obtained only by having a minimum experience level of three years of active responsibility for the management or administration of a public airport, passing an examination of the Association, meeting standard requirements as determined and published to the membership by the Board of Directors and election by the Board of Directors. Executive members shall be known as Accredited Airport Executives and shall be eligible to use the initials A.A.E. after their names or the words "Accredited Airport Executive." On the stationery of the airport which is managed or directed by an A.A.E., the words "Accredited Members of the International Association of Airport Executives" may be used.

(2) EXECUTIVE INACTIVE MEMBERSHIP. Executive Inactive Membership shall be open only to Executive Members who no longer meet the qualifications set forth in SECTION 2 (1) for Executive membership.

(3) EXECUTIVE CANDIDATE MEMBERSHIP. Executive Candidate Membership shall be open to any individual who has active responsibility for the management or administration of a public airport, is presently engaged in such activity as a gainful occupation and has declared the intention of becoming an Accredited Airport Executive.

(4) AFFILIATE MEMBERSHIP. Affiliate membership shall be open to any individual who has active responsibility for the management or administration of a public airport, or of staff functions of a public airport and is presently engaged in either activity as a gainful occupation.

(5) PARTICIPATING MEMBERSHIP. Participating Membership shall be open to any individual not actively engaged in airport management as a gainful occupation, who is affiliated with a public or private corporation or a governmental agency or board having an interest in or charged with responsibilities with respect to the management or administration of a public airport; or who is affiliated with a nonprofit organization or educational institution with a direct interest in airport management.

(6) ASSOCIATE MEMBERSHIP. Associate Membership shall be open to any individual not otherwise qualified for membership, who has a business or professional interest in airports and aviation.

(7) ACADEMIC MEMBERSHIP. Academic Membership shall be open to any individuals who are engaged in the study of airport development, administration, management and operation or in any related field of aviation at a recognized college or university and who have been sponsored for membership by a member in any classification. An individual in this class of membership, following graduation from the college or university where the member was pursuing aviation or related field of study, shall be eligible to remain in the Academic Membership classification for a period of up to two years from the date of graduation or until obtaining gainful employment in the field of aviation, whichever occurs first.

(8) HONORARY MEMBERSHIP. Honorary Membership shall be open to those individuals who are outstanding in the field of airport establishment, development, administration, management, operation or any related field of aviation. The privilege of Honorary Membership shall be extended to such individuals only by a two-thirds affirmative vote of the Board of Directors. Notwithstanding any other provision of Article III of this Constitution and Bylaws, each Officer and Director shall vote in person upon any proposal to grant Honorary Membership.

The Board of Directors shall, by resolution, establish the procedure by which any member may nominate or propose any qualified person for Honorary Membership. The Board of Directors shall not grant more than five Honorary Memberships during any Association fiscal year.

(9) CORPORATE MEMBERSHIP. Corporate Memberships shall be open to public or private corporations, authorities, commissions, governmental agencies or boards, and other public or private agencies or associations engaged in the establishment, ownership, administration, operation or management of public airports, or who are engaged in activities directly related to aviation.

The Board of Directors may prescribe by resolution conditions in respect to Corporate Membership.

(10) SUSTAINING MEMBERSHIP. Sustaining Membership shall be open to corporations, associations or individuals who desire to support and cooperate in the purposes and work of the Association, without regard to any special airport or aviation activity, for the general benefit of aviation and who are willing to and do contribute funds, property or services to the Association for the accomplishment of its objectives and purposes.

(11) EXECUTIVE EMERITUS MEMBERSHIP. Executive Emeritus Membership shall be open only to Accredited Airport Executives who have, for reasons of age or health, retired.

(12) SECTIONAL MEMBERSHIP. Sectional Membership shall be determined by the Board of Directors and shall be open only to those individuals meeting the qualifications as established by the Board of Directors.

SECTION 3. NEW MEMBERSHIPS. All memberships in the Association shall be dependent upon application made therefore as prescribed by the Board of Directors. All applications shall be subject to the approval of the Board of Directors. New members shall be classified by the secretary in accordance with their qualifications as heretofore prescribed.

SECTION 4. MEMBERSHIP LISTS. The Secretary shall maintain a list of all members by classification. No charge will be made for registration of any individual or organization on such list other than annual dues, if any, which are payable for such membership.

SECTION 5. DUES AND FEES.

(1) The dues for each class or classes of membership, except Sectional, shall be in accordance with a schedule of such dues, which schedule shall be adopted, and may from time to time be amended by majority vote taken as provided in Sections 8, 9 and 10 of Article II. Dues for Sectional Membership shall be in accordance with a schedule of such dues, which schedule shall be adopted, and may from time to time be amended, by majority vote taken by the Board of Directors.

(2) The fees for registration for examination for the status of Accredited Airport Executive shall be determined and published to the membership by the Board of Directors. No refund of examination fees shall be made to applicants who are unsuccessful.

(3) Each Corporate Member shall be entitled to designate an individual to represent the member in Association affairs and to whom communications of the Association will be directed.

SECTION 6. RECLASSIFICATION OF MEMBERS.

(A) EXECUTIVE MEMBER - INACTIVE. An Executive Member who ceases to meet the qualifications set forth in the first paragraph of SECTION 2(1) of this Article may request and be granted reclassification as Executive Member - Inactive. Such reclassification shall be made automatically by the Secretary, effective at the beginning of the next calendar year following the request.

If the Board of Directors finds that an Executive Member has ceased to meet the qualifications set forth in the first paragraph of SECTION 2(1) of this Article for a continuous period of one year, said member shall be reclassified by the Secretary as an Executive Member - Inactive, effective at the beginning of the next calendar year following.

An Executive Member who has resigned, been dropped from membership or classified as Executive Member - Inactive, may be reaccredited as an Executive Member by the Board of Directors if the member meets the qualifications of SECTION 2(1) of this Article and:

(1) within three years of reclassification to Executive Member - Inactive, requests accreditation as an Executive Member, or

(2) has been an Executive Member - Inactive for more than three consecutive years and requests reaccreditation from the Board of Examiners that the Member has been examined by the Board of Examiners and is qualified to be an Executive Member. The requirements of such an examination shall be at the discretion of the Board of Examiners considering the circumstances, but shall not exceed the standard requirements in accordance with SECTION 2(1) of this Article.

(B) EXECUTIVE CANDIDATE MEMBER. An Executive Candidate Member who fails to make demonstrable progress toward Executive Member status within the time specified by the Board of Directors shall automatically become ineligible to remain in such membership and be reclassified as an Affiliate member. Re-eligibility for the Executive Candidate Membership shall be in accordance with procedures adopted by the Board of Directors.

(C) EXECUTIVE EMERITUS MEMBERSHIP. An Executive Member who has, for reasons of age or health, retired, may be reclassified to Executive Emeritus Membership upon written request to the Secretary.

Executive Emeritus Members may be reinstated to full Executive status upon written request to the Secretary at any time such members resume duties required of Executive Members. The provisions of Article II, SECTION 6(A) shall apply in such cases.

SECTION 7. PAYMENT OF DUES. All dues shall be on an annual calendar year basis, and shall be due and payable within thirty days of the due date. Any member failing to pay dues within ninety days of the due date shall forfeit his membership and be dropped from the membership list unless, for good cause, granted an extension of time by the Board of Directors. Dues must be paid in order to participate in the annual meeting. Any member of the Executive classification dropped for non-payment of dues may only be readmitted to membership upon two-thirds vote of the Board of Directors, and assigned to the class of membership designated by the Board in accordance with the provisions of SECTION 2 and SECTION 6(A) of this Article. The Board may adopt penalties, rules and policies establishing standards for such readmission to the Association.

Members who are dropped for non-payment of dues must also forfeit all fees for registration and/or examination therefore paid. Requirements previously fulfilled in the program leading towards Executive Membership shall not be lost.

SECTION 8. VOTING PRIVILEGES. Executive, Executive Emeritus and Honorary Members shall be entitled to one vote.

All other membership classifications shall not have voting privileges except where, by resolution, a majority of the voting membership present at any meeting, extends the right to vote upon business before such meeting. Such voting privileges shall not be granted for the election of officers, the amendments of Articles of Incorporation or the amendment of this Constitution and Bylaws. The Board of Directors or the voting members present at any members' meeting may poll non-voting members upon any business or question which may be under consideration or proposed for consideration by the Board of Directors or the voting members. The poll taken of such non-voting members shall not determine upon any such business or question.

SECTION 9. ANNUAL AND SPECIAL MEETINGS OF MEMBERS. An annual meeting of the members of the Association shall be held at least once each year at a time and place to be determined by the Board of Directors for the purpose of electing officers and directors and for the transaction of such other business as may come before such annual meeting. A special meeting of the Association may be called by a two-thirds vote of the Board of Directors or by one-fifth of the voting membership of the Association. Notice of any special meeting shall be issued by the Secretary, or, in his absence, inability, or refusal to act, by the Chairman of the Board.

No annual or special meeting shall be called upon less than ten days notice in writing to all members.

SECTION 10 QUORUM. Ten percent of the voting membership, as determined on January 1 of the year in which the meeting is held, present at any regular meeting or any special or called meeting of the Association shall constitute a quorum for the conduct of business.

SECTION 11. NOMINATING COMMITTEE. At lease thirty days before the annual meeting of the members, the Chairman of the Board shall appoint the chairman of the Nominating Committee. On the first day of the annual meeting, six additional members of the Nominating Committee shall be elected by the members. The six members so elected shall be one each from the six geographical regions as described in ARTICLE III, SECTION 3, hereof. The Committee Chairman, and all members of the Nominating Committee, shall be Executive Members and persons exercising active responsibility for the management, general superintendency or administration of a public airport and who are engaged in such activity as a gainful occupation.

SECTION 12. RULES FOR NOMINATION. Except as provided in ARTICLE IV, SECTION 6, the Nominating Committee shall select one eligible person for nomination to each office, including the Directors, (but not including the President, if any) vacant or to become vacant at the annual meeting, and shall submit the names of such nominees to the annual meeting, when so requested by the presiding officer. A vote of a majority of the members of the Nominating Committee shall be binding on all. If a majority of the Nominating Committee shall be unable to agree on one nominee for an office, the Committee shall so report and no name shall be submitted for that office. Any member entitled to vote for the election of officers and directors shall be privileged to make nominations for the floor.

SECTION 13. ETHICS. The Chairman of the Board shall annually appoint an Ethics Committee consisting of a chairman and four others, at least two of which shall be carried over from the previous year.

The Ethics Committee shall determine and establish a Code of Ethics for the Association, and shall submit such Code to the Board of Directors for approval.

Upon approval of the Code of Ethics by the Board, said Code shall be binding upon all members of the Association.

The Ethics Committee, upon request of the Chairman of the Board, shall conduct an investigation, under rules of procedure and practice as prescribed by the Board of Directors, into any complaint pertaining to breach of Ethics by any members.

BOARD OF DIRECTORS

SECTION 1. MANAGEMENT. The business and affairs of the Association shall be managed by its Board of Directors in accordance with the provisions of these bylaws.

SECTION 2. ELECTION OF DIRECTORS. The Board of Directors shall consist of the Officers, twelve regionally elected Directors and three nationally elected Directors, who at the time of their election shall be Executive Members and exercising active responsibility for the management or administration of a public airport and engaged in such activity as a gainful occupation, and as stated in ARTICLE IV, SECTION 1 of these Bylaws. The Directors shall be elected by the membership at the Annual Meeting of the members in the manner hereinafter provided. Directors, provided they remain qualified as stipulated in Section 3, shall hold office for the term for which they are elected and until their successors shall have been elected and qualified. Ex Officio members of the Board of Directors shall include past presidents of the Association and the duly elected presidents of the regional chapters of the Association.

SECTION 3. TERMS OF DIRECTORS. All Directors shall be elected for a term of two years unless otherwise specified for a lesser term by the membership, or for the unexpired term of their predecessors.

For the purpose of assuring adequate geographical representation on the Board of Directors, the United States and foreign countries are hereby divided into six regions as follows:

Region 1 (Northeast) the states of Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania, Delaware, Maryland and District of Columbia; the Canadian provinces of Quebec, Newfoundland, New Brunswick and Nova Scotia, and the countries of Europe.

Region 2 (Southeast) the states of Virginia, West Virginia, Kentucky, Tennessee, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Florida, Louisiana and Arkansas; Puerto Rico, Virgin Islands and Caribbean, and South American countries.

Region 3 (North Central) the states of Ohio, Michigan, Indiana, Illinois, Wisconsin, Minnesota, Iowa, Missouri, Nebraska, South Dakota and North Dakota, and the Canadian provinces of Ontario and Manitoba.

Region 4 (South Central) the states of Texas, Oklahoma, New Mexico and Kansas, and the countries of Central America, excluding the states of Baja California Norte, Baja California Sur and Sonora of the Republic of Mexico.

Region 5 (Northwest) the states of Alaska, Washington, Oregon, Idaho, Montana, Wyoming, Colorado; the Canadian provinces of British Columbia, Alberta, Saskatchewan, Yukon and Northwest Territory, and the countries of Asia.

Region 6 (Southwest) the states of Hawaii, California, Nevada, Utah, Arizona; the states of Baja California Norte, Baja California Sur and Sonora of the Republic of Mexico, and the countries of Australia, New Zealand and others in the South Pacific.

Not more than two regionally elected Directors shall, at the time of their election or their appointment to fill vacancies, and throughout their term of office, be bonafide residents of the region from which they were elected as defined herein above, except such geographic restriction shall not apply to the nationally elected Directors.

Notwithstanding any other provision of these bylaws, a member of a Border State may designate the region which he or she will be deemed to represent. Limits on regional representation will apply to such members as if they were residents of the states within the region they designate. No Border State may exceed the representation limits placed upon a region.

The term "Border State" as used herein shall mean any state which falls within a region under this section that is different from the region it falls under as defined by the Federal Aviation Administration.

SECTION 4. VACANCIES. Any vacancy occurring on the Board of Directors shall be filled in accordance with qualification provisions of ARTICLE II, SECTION 2, and the geographical representation as provided in ARTICLE III, SECTION 3. Except for the nationally elected Directors, the Board of Directors shall, by majority vote, confirm as the new director the nominee of the chapter or regional organization from which such vacancy occurs, unless the Board of Directors determines, by a two-thirds vote, that the nominee is unfit, unwilling or disqualified, in which event the Board of Directors may, by two-thirds vote, fill such vacancy in accordance with the provisions of ARTICLE III, SECTIONS 1 and 2. The Board of Directors shall, by majority vote, elect a qualified member to fill the vacancy of any nationally elected position after a nomination by the Executive Committee or any two Directors. Any Director elected by the Board of Directors shall be elected to serve until the next annual meeting of the Association.

SECTION 5. MEETINGS. A regular meeting of the Board of Directors shall be held immediately following the annual meeting of the members.

Directors shall have such other and periodical meetings as the Board may provide by resolution, and at such time and place as may be determined by said Board, and shall have such special meetings as may be called by or at the request of the Chairman of the Board. The Chairman of the Board may call special meetings of the Board of Directors and may determine the place and time for such meetings.

SECTION 6. NOTICE OF MEETINGS. Notice of any regular or special meeting of the Board of Directors shall be given at least ten days notice prior thereto in writing. Such written notice shall be deemed delivered by depositing said notice, postage prepaid, in the United States mail properly addressed to each Director's business address or address registered with the Secretary. The business to be transacted, and the purpose of any regular or special meeting of the Board of Directors, shall be specified in the notice.

SECTION 7. QUORUM AND MANNER OF ACTING. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting. The action of the majority of the Board of Directors present at any meeting when duly assembled is valid as an act of the Board of Directors, except as may be otherwise provided herein.

SECTION 8. DUTIES OF BOARD OF DIRECTORS. In addition to the duties prescribed to the Board of Directors by SECTION 1 of this ARTICLE III, the Board shall approve all applications for membership in the Association, and shall have final determination of each member's classification. The Board may require from the membership evidence of maintenance of skills and proficiency in such form as the Board may prescribe.

SECTION 9. COMMITTEE ACTION. The Board of Directors may appoint committees on panels and may appoint representatives with titles and delegate authority thereto to perform such duties or tasks as may be determined by the Board.

SECTION 10. EXECUTIVE COMMITTEE. An Executive Committee is hereby created to act for the Board of Directors in the approval of applications for membership, reclassifying or classifying members, or upon any business of the Association of an emergency nature or requiring prompt action of the Board. Said Committee shall consist of the Chairman of the Board and any four or more of the following: the First Vice Chairman, the Second Vice Chairman, the Secretary, the Treasurer and any other Officer or Director. Any three of said members constitutes a quorum of said Executive Committee. The Executive Committee, so acting, shall, within ten days of such action, report in writing to the members of the Board of Directors the action of the Executive Committee.

SECTION 11. BUDGET. The fiscal year of the Association shall be from January 1 of each calendar year through December 31. The Executive Committee shall prepare a proposed annual budget for the forthcoming fiscal year prior to the annual Fall meeting of the Board of Directors or November 1--whichever occurs first. The Board of Directors will in turn submit the proposed annual budget to the membership thirty days prior to the new fiscal year. If, in the opinion of the Executive Committee, valid objections in writing are received ten days after mailing said proposed budget, the Board of Directors shall reconsider the budget, giving due consideration to such objections. The proposed annual budget revised as appropriate after a consideration of objections received, will then be made known to the membership prior to February 1 of the budget year.

SECTION 12. BOARD OF EXAMINERS.

(A) COMPOSITION: CHAIRMAN, BOARD OF EXAMINERS; REGISTRAR & MEMBERS.

(1) The Executive Committee, with the approval of the Board of Directors, shall annually appoint a Chairman of the Board of Examiners (BOE). The Chairman, BOE shall be an Accredited Airport Executive.

(2) The President shall serve as the registrar of the Board of Examiners.

(3) The Chairman of the Board of Examiners shall further appoint members of the Board of Examiners. There shall be nine such members, one from each of the six regions as enumerated in ARTICLE III, SECTION 3, and three at-large members. The term of each member shall be for three years, or for a shorter period of time as the Chairman, BOE may designate, so that the terms of at least two such members shall expire each year. All such members shall be Executive Members and throughout their term remain (1) qualified for Executive Membership, and (2) residents of the region from which they were appointed, unless they are at-large members. The appointments shall be subject to the approval of the Executive Committee. The Chairman, BOE; the Dean, and the nine members shall constitute the Board of Examiners. Neither the Chairman, BOE; the Dean; at large members, nor the Registrar shall be subject to the regional residency requirements.

(4) The Dean of the Board of Examiners shall be designated annually by the Chairman, BOE, with the approval of the Executive Committee. The Dean shall possess a Ph.D. in education or a related field or possess such other qualifications as a professional educator as the Chairman, BOE may determine from time to time. The duties of the Dean shall be to advise the Board of Examiners on such issues and in such a manner as the Chairman, BOE may determine. The Chairman, BOE may elect to leave the position of Dean vacant with the approval of the Executive Committee.

(B) DUTIES OF THE BOARD OF EXAMINERS. The Board of Examiners, under the direction of its Chairman, shall conduct all examinations for Executive Membership and report its recommendations to the Board of Directors for its action. The Board of Examiners shall act on such matters of administrative detail as may be referred to it by its Chairman.

(C) DUTIES OF THE REGISTRAR. The Registrar, under the direction of the Chairman, BOE, shall keep rosters and academic records of the membership and shall receive, investigate and submit all applications for Executive Membership to the Board of Examiners.

OFFICERS

SECTION 1. Officers. The officers of the Association shall consist of a Chairman of the Board, a First Vice Chairman, a Second Vice Chairman, a Secretary and a Treasurer. The offices of Secretary and Treasurer shall be held by the same person. No person shall be elected an officer who, at the time of election, is not an Executive Member, has not served at least one full term as Director and is not exercising active responsibility for the management or administration of a public airport and engaged in such activity as a gainful occupation. All officers shall be members of the Board of Directors.

SECTION 2. ELECTION OF OFFICERS AND TERM OF OFFICE. The Officers of the Association shall be elected annually for the next ensuing year by the members at the annual meeting of the members. Each Officer shall hold office until a successor shall have been duly elected and qualified, or until death or resignation, or shall be ex-officio members of the Board of Directors without vote except the immediate Past Chairman who shall have one vote.

SECTION 3. REMOVAL. Any Officer or Director elected by the membership or appointed by the Board of Directors may be removed from office by a two-thirds vote of the Board of Directors, or by a two-thirds vote of the membership at an annual meeting, whenever the best interest of the Association would be served thereby. Such removal shall be without prejudice to the contract right, if any, of the person so removed. A Director may vote by mail, but not by proxy upon any such question.

SECTION 4. VACANCIES. A vacancy in any office except First Vice Chairman, because of death, resignation, removal, disqualification or other cause, may be filled by the Board of Directors to serve until the next annual meeting of the Association.

SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be principal executive officer of the Association and shall supervise all of its affairs and offices. The Chairman of the Board shall preside at all meetings of the Directors and members. The Chairman of the Board may sign with the Secretary or any other authorized officer, certificates of membership and any contract or other instrument which the Board of Directors have authorized to be executed unless the Board of Directors shall otherwise expressly provide. The Chairman of the Board shall perform such other duties and shall assume and discharge such other responsibilities as the Board of Directors may, by resolution, from time to time direct.

SECTION 6. VICE CHAIRMEN. In the absence of the Chairman from any meeting or conference or in the event of the inability or refusal of the Chairman to act in the performance of official duties, the First Vice Chairman shall perform the duties of the Chairman and, when so acting, shall automatically succeed to the office of Chairman at the conclusion of the First Vice Chairman's term; therefore during the term of First Vice Chairman, the First Vice Chairman shall become fully acquainted with and prepared for the office of Chairman. In the absence of the Chairman and the First Vice Chairman, or in the event of their inability or refusal to act in the performance of their official duties, the Second Vice Chairman shall perform the duties of the Chairman and when so acting shall have all the powers of and be subject to all restrictions upon the Chairman.

SECTION 7. SECRETARY. The Secretary shall (a) keep the minutes of the meetings of the members and of the Board of Directors; (b) see that all notices of meetings of members or the Board of Directors are duly given in accordance with these Bylaws; (c) be custodian of the records and seal of the Association and affix such seal to all documents requiring such affixation.; (d) keep a register or list of all members of the Association showing their classification and voting rights, collect membership dues, issue membership cards and certificates and promptly remit all dues to the Treasurer together with the name of each and every member for whom such dues are remitted and cards or certificates are issued: (e) sign, along with the Chairman of the Board, cards and certificates of membership in the Association; and (f) in general, perform all duties incident to the office of Secretary by the Chairman of the Board or by the Board of Directors or Executive Committee.

Within thirty days from the date of election, the Secretary shall furnish bond in the form and amount prescribed by the Board of Directors, premium therefore being paid by the Association.

SECTION 8. TREASURER. The Treasurer shall: Keep a complete roll of the membership of the Association; have custody of, and be responsible for, all funds and securities of the Association; give receipts for any and all moneys due and payable to the Association from any source whatsoever; shall deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of ARTICLE VI of these Bylaws; keep an itemized record of receipts and disbursements for the account of the Association, and furnish to the Audit Committee all canceled checks and drafts, a copy of each and every deposit slip, note, invoice and receipted bill, cash receipt and all other papers vouching for the deposit, expenditure or receipt of IAAE funds or evidencing any indebtedness of monetary obligation of the Association. Such records shall be open for inspection by the membership. Before payment of any bill, the Treasurer shall first obtain approval of the Chairman of the Board or other officer as may be directed by the Board of Directors. Before entering upon the duties of the office and within thirty days after election, the Treasurer shall give a bond payable to the Association conditioned that such Treasurer shall faithfully execute the duties of the Treasurer and render a true account at the succeeding annual meeting and at such other times required by the Board of Directors of all moneys received and disbursed. Said account shall be in writing, itemizing receipts and disbursements, listing outstanding obligations, and showing the balance of funds on hand belonging to the Association. Premium of all such bonds shall be paid by the Association. Amount of bond to be furnished shall be determined by the Board of Directors.

SECTION 9. STANDING COMMITTEES, PANELS OR REPRESENTATIVES. In addition to the Officers and Directors, there shall be the Executive Committee, the Standing Committees, panels or representatives, which shall be appointed by the Chairman of the Board and subject to the supervision of the Chairman of the Board. They shall perform the duties enumerated for them and such additional duties as the Chairman of the Board may request.

SECTION 10. COMPENSATION. None of the Directors or Officers of the Association shall be paid any compensation for their regular services to the Association. However, if approved by the Executive Committee prior to the time the meeting is called, the Officers, Directors and members may be compensated for reasonable and necessary out-of-pocket expenses in attending meetings of the Directors, except the Annual Director's meeting, or expenses incurred in the official performance of duties for the Association authorized by the Executive Committee. The Board of Directors may employ and compensate a President and other staff or secretarial employees, and may provide for the compensation of an Officer, Director, member or other person for special services to the Association.

SECTION 11. PRESIDENT. When so employed by the Board of Directors, the President shall have such duties and responsibilities and receive such compensation as the Board of Directors may from time to time direct and determine.

STATE SECTIONAL OR STUDENT CHAPTER

SECTION 1. One or more State, Sectional or Student Chapters composed of members of all classifications may be established in each area of the United States. Each State, Sectional or Student Chapter shall be presided over by duly elected Officers and Directors or a State, Sectional or Student Director may be appointed by the Chairman of the Board of IAAE until such time as the State, Sectional or Student Association is organized and Officers and Directors are elected. The objectives and purposes of each State, Sectional or Student Chapter will be the same as those of the parent organization. Membership requirements and qualifications shall be the same as those of the parent organization. The primary function of each State, Sectional or Student Chapter is to promote membership and strengthen the endeavors of the parent Association.

SECTION 2. One or more Student Chapters composed of either graduate or undergraduate students of an institution of higher learning offering degrees in airport management or aviation related fields may be established. Each Student Chapter shall be officially sponsored by the institution, and membership requirements and qualifications, selection and qualifications of officers, frequency and conduct meetings and other activities of the chapter shall be in accordance with the Bylaws approved by the Board of Directors of the Association. The purposes of the Chapter will be to develop a better understanding of the role of professional airport management, to promote professional development and further the purposes and programs of the Association as expressed in the Association Constitution and Bylaws.

SECTION 3. No State, Sectional or Student Chapter shall use the words "International Association of Airport Executives" or the abbreviation "IAAE" in its name, Constitution or Bylaws until such time as the Constitution and Bylaws of such an organization have been submitted to and approved by the Board of Directors of this Association.

CONTRACTS AND FINANCES

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Any such authority may be general or confined to specific instances.

SECTION 2. CHECKS, DRAFTS, ETC. All checks or other orders for the payment of money, notes or other evidences or indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by the Board of Directors.

SECTION 3. DEPOSITS. All funds of the Association, not otherwise employed, shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.

SECTION 4. AUDITS. The Board of Directors will require that, within six months of the end of the fiscal year, an independent audit of the Association's financial performance for that year be prepared and distributed to such parties as the Board of Directors may, from time to time, direct.

AMENDMENTS

SECTION 1. AMENDMENTS. These Bylaws may be altered or amended at any annual or special meeting of the membership of the Association by two-thirds vote of the Executive Membership present. The Board of Directors may propose an amendment to the Bylaws at any other time and the vote thereon may be taken by letter ballot.

To take a vote upon any proposed amendment to the Bylaws by letter ballot, the Secretary shall mail to each Executive Member at the member's last known past office address a copy of the proposed amendment with a ballot in suitable form.

Executive members desiring to vote shall use the ballot forwarded by the Secretary and shall indicate thereon their approval or disapproval of the proposed amendment. Each Executive Member shall have thirty days within which to return the ballot. Upon expiration of the thirty days, the Chairman of the Board and Secretary shall canvass the ballot and record the vote.

If the proposed amendment receives two-thirds of the vote cast by Executive Members, provided that at least twenty-five votes are received, the amendment shall be deemed to have been adopted; otherwise, it shall be deemed to have been rejected. The Secretary shall announce the result of any mail ballot vote by mail or through the official bulletin of the Association, if any, and shall insert such result in the minutes of the Association as having been taken at a meeting of the Association held by correspondence as of the date on which the ballot was canvassed.

As the following Resolution concerns the number of Officers of the Association, it is included as an Addendum to the Constitution and Bylaws:

BE IT RESOLVED, by the membership of the International Association of Airport Executives, in the Annual Conference assembled in Orlando, Florida, this 8th day of June, 1983, that it shall be the policy of IAAE that the officers of Secretary and Treasurer of the Association shall be filled by the same person as provided by ARTICLE 4, SECTION 1 of the Constitution and Bylaws, and

BE IT FURTHER RESOLVED, that this policy shall continue in effect until such time as the membership shall determine otherwise.