IBAC Bylaws

INTERNATIONAL BUSINESS AVIATION COUNCIL, LTD.

AMENDED AUGUST 5, 1997
(Superseding Bylaws of Nov. 22, 1996)
(Superseding Bylaws of Sept. 14, 1981)

BYLAWS
OF THE
INTERNATIONAL BUSINESS AVIATION COUNCIL, LTD.

ARTICLE I
Name

Section 1. The name of the organization is the INTERNATIONAL BUSINESS AVIATION COUNCIL,
LTD., abbreviated as IBAC and referred to elsewhere in these Bylaws as the "Council." The Council is
incorporated as a nonprofit organization under the laws of the District of Columbia, United States of
America.

ARTICLE II
Purposes

Section 1. The Council shall provide through the cooperation of the Member organizations a pool of
knowledge, experience and general information in all aspects of international business aircraft
operations on which member organizations can draw for the benefit of their own members.

Section 2. The Council shall undertake all activities appropriate to ensure that the needs and interests of
business aviation on an international scale are clearly presented to, and understood by, those national
and international authorities and organizations whose responsibilities include any administration which
may influence the safety, efficiency or economic use of business aircraft operating internationally.

Section 3. The Council shall attempt to attain through all appropriate means ever widening recognition of
the fact that international operations conducted by business aircraft are of primary importance to the
economy and well-being of the nations of the world. To that end, it is a purpose of the Council to bring
operators of business aircraft into closer, mutually supportive personal and institutional relationships.

Section 4. The Council shall support the United Nations and its agency, the International Civil Aviation
Organization (ICAO), and shall, as circumstances permit, participate in the work of the latter. The
Council will defend the basic concepts set forth in the Preamble to the 1944 Chicago Convention on
International Civil Aviation.

Section 5. The Council shall encourage the formation of independent national and/or regional
organizations, of the type described in Article IV, where such do not exist, for the purpose of
representing the interests of companies owning or operating aircraft for transportation purposes, as an
aid to the conduct of business or associated activities.

ARTICLE III
Offices

Section 1. The Council shall have and continuously maintain in the District of Columbia a registered
office and a registered agent whose office is identical with such registered office. The Council may
maintain one or more offices at such places within or without the District of Columbia as the Governing
Board may from time to time determine.

ARTICLE IV
Members

Section 1. The Council shall have two classes of Members, National Members and Regional Members.
There shall not be more than one National Member from each nation of the world, or more than one
Regional Member from any specific geographical region as may from time to time be defined by the
Governing Board.

Section 2. A National Member may be any independent national organization, or defined sub-group or
separate committee of such organization, which is recognized as principally representing the interests of
its own national companies owning or operating aircraft for transportation purposes, as an aid to the
conduct of business or associated activities.

Section 3. A Regional Member may be any organization, or defined sub-group or separate committee of
such organization, which is recognized as principally representing the interests of companies owning or
operating aircraft for transportation purposes, as an aid to the conduct of business or associated
activities, the members of such organization being drawn from a number of specified nations comprising
a defined geographical region. Any nation in which there is a National Member shall be excluded from
any such defined geographical region.

ARTICLE V
Procedure for Admission to Membership

Section 1. Application for membership in the Council shall be made in the form of a letter which shall be
directed to the Governing Board.

Section 2. In the cases of application by an organization desiring National Member status, there shall be
provided with the letter of application a copy of the organization's bylaws, a list of names of officers and
directors or governing council members, a listing of the names of all members and such other information
as the Governing Board may deem pertinent. In the case where application is on behalf of a sub-group or
separate committee, the lists so requested shall be furnished for the sub-group or committee.

Section 3. In the case of application by an organization desiring Regional Member status, there shall be
provided with the letter of application a list of the specified nations comprising the geographical region
for which representation is claimed. The applicant organization also shall submit a copy of its bylaws, a
list of names of officers and directors or governing council members, a list of the names of all members
and such other information as the Governing Board may deem pertinent. The applicant organization shall
have at least one member in each nation within the described geographical region for which
representation is claimed. In the case where application is on behalf of a sub-group or separate
committee, the lists so requested shall be furnished for the sub-group or committee.

Section 4. Each application for membership will be brought before a meeting of the Governing Board for
action. A majority of votes cast at a duly called meeting of the Governing Board will govern with respect
to applications for membership.

Section 5. The Council recognizes that national organizations of the type described in Article IV, Section
2 may be established from time to time within described geographical regions represented by Regional
Members of the Council. In such cases, the Council will consider and act upon applications for National
Membership from such national organizations.

Section 6. A Member may be expelled from the Council by the Governing Board for conduct prejudicial
to the welfare of the Council or its Member organizations, after notice of and opportunity for hearing.

Section 7. Any Member organization may resign at any time upon first discharging any indebtedness due
the Council and submitting its resignation in writing to the Corporate Secretary. No resigning Member
organization shall be entitled to a refund of any dues or assessments previously paid to the Council.

ARTICLE VI
Governing Board

Section 1. The management, affairs, business and concerns of the Council shall be vested in the
Governing Board. The Governing Board shall be responsible for establishing such policies and internal
controls at it deems necessary or desirable for the orderly conduct of the Council's affairs.

Section 2. The Member organizations comprising the Council shall have no direct voting rights in the
business of the Governing Board but each shall have the right to appoint a representative to the
Governing Board as specified in Section 3 and 4 below. The title "representative" is synonymous with
"director" as used under District of Columbia nonprofit corporation law. The number of
representatives/directors which shall constitute the entire membership of the Governing Board shall not
exceed the total number of the Council's Member organizations.

Section 3. The membership of the Governing Board shall consist of one duly designated representative
of each National and Regional Member, but a duly appointed alternate shall have full power to act on
behalf of such representative. The term of service of each representative or alternate shall be three years,
and there shall be no limit on the number of terms which may be filled by any duly-designated individual.
Each Member organization shall establish its own procedures for designation of representatives to serve
on the Governing Board, or for the designation of alternates. At its discretion, a Member organization
may designate an employee as its representative or alternate but in no case shall it name employees to
both positions. It shall be incumbent on each Member organization to give the Council timely notice
concerning designation of its representative or alternate.

Section 4. Representatives of Members, or alternates in their stead, shall each have one vote in the
conduct of the business of the Governing Board.

Section 5. The immediate past chairman shall, at his option, serve without vote as an Advisor to the
Governing Board for a stated period of three (3) years beginning at termination of service as Chairman.
During a period of service as Advisor, he shall receive all IBAC mailings and shall be entitled to attend
all meetings of the Governing Board. To retain status as Advisor, the immediate past chairman must
maintain a continuous, active affiliation to his IBAC Member organization. He may resign from Advisor
status at any time by giving notice to the Director General. In no event shall there be extension of
Advisor service beyond the three-year period.

ARTICLE VII
Meetings

Section 1. A regular meeting of the Governing Board shall be held at least once each year, and there
shall be an Annual Meeting of the Member organizations each year which may be held concurrently with
a Governing Board meeting.

Section 2. Notice of regular meetings of the Governing Board shall be given in writing to all Member
organizations at least 90 days in advance of the meeting. Each Member shall be requested to furnish
agenda items and shall provide in advance of the meeting such written material as may be useful in the
discussion and disposition of agenda items suggested by it.

Section 3. Special meetings of the Governing Board may be called by the Chairman or by a majority of
the representatives of Member organizations on the Governing Board. Notice of special meetings shall
be given in writing to each Member Organization at least 30 days in advance of the meeting. Such
advance notice shall be waived in the case all Members of the Governing Board agree to a waiver.

Section 4. A majority of the members of the Governing Board, represented in person or by proxy given
by a Member organization, shall constitute a quorum for the transaction of business at any regular or
special meeting of the Governing Board; but if less than a majority of Board members are represented at
said meeting, a majority of those may adjourn the meeting from time to time without further notice.

Section 5. The act of a majority of the Governing Board members present at a meeting, in person or by
proxy given by a Member organization, at which a quorum is present shall be the act of the Governing
Board unless the act of a greater number is required by law or by these Bylaws.

Section 6. Any action required by law to be taken at a meeting of the Governing Beard, or any action
which may be taken at a meeting of the Governing Board, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by two-thirds or more of the members of the
Governing Board.

ARTICLE VIII
Election of Officers

Section 1. The Governing Board shall elect from among the Member organizations a Chairman, Vice
Chairman, Treasurer and Corporate Secretary, each of whom shall be elected for a term of three (3)
fiscal years.

Section 2. The Governing Board may elect such other officers, including one or more assistant
secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the
authority and perform the duties prescribed, from time to time, by the Governing Board.

Section 3. No individual elected as Chairman, Vice Chairman or Treasurer shall be an employee of a
Member organization or otherwise be engaged in a staff administration capacity for a Member
organization. The Chairman and Vice Chairman may also serve as the designated representative or
alternate to the Governing Board of the Member organization from which each is drawn and nothing
herein shall prohibit such officer from voting on behalf of such Member organization pursuant to Articles
VI and VII.

Section 4. The Corporate Secretary may be drawn from a Member organization and may be an employee
of that Member. In no event shall the Corporate Secretary act as a designated representative or alternate
to the Governing Board.

Section 5. No person shall hold the offices of Chairman and Corporate Secretary at the same time.

Section 6. Any officer elected or appointed by the Governing Board may be removed by the Governing
Board whenever in its judgement the best interests of the Council would be served thereby.

Section 7. A vacancy in any elective or appointive office caused by death, resignation, removal,
disqualification or otherwise, may be filled by the Governing Board for the unexpired portion of the
term.

ARTICLE IX
Duties of Officers

Section 1. The Chairman shall be the chief executive officer of the Council and shall preside at all
meetings of the Governing Board. The Chairman shall have general supervision over the business and
affairs of the Council and shall have such other duties as may be determined by the Governing Board.
The title "Chairman" shall be synonymous with "President" as used under District of Columbia nonprofit
corporation law.

Section 2. The Vice-Chairman shall in the absence or disability of the Chairman perform any or all of the
duties of Chairman and when so acting, shall have all the powers and be subject to all the restrictions
upon the Chairman. Should the office of Chairman become vacant, the Vice-Chairman shall perform the
duties of Chairman until the Governing Board shall have acted to elect a Chairman. The Vice-Chairman
shall have such other duties as may be determined by the Chairman or by the Governing Board.

Section 3. The Treasurer shall be responsible for and have supervisory custody of all the finds and other
financial assets of the Council. He shall be responsible for the keeping of a full and accurate account of
all moneys and obligations received and paid or incurred on account of the Council and shall oversee the
deposit all such moneys in the name of the Council in such banks, trust companies or other depositories
as shall be selected by the Governing Board. Whenever required by the Governing Board, the Treasurer
shall make a full written report covering the financial transactions of the Council. The Treasurer may be
required to give bond for the faithful performance of his duties in such sum and with such sureties as the
Governing Board may require. The Treasurer shall also perform such other duties as may be determined
by the Chairman or by the Governing Board.

Section 4. The Corporate Secretary shall be responsible for the records of the Council and shall ensure
that accurate minutes are kept of all meetings of the Governing Board, and all meetings of the Council as
a whole. The Secretary shall attend to the giving and serving of notices of all meetings of the Governing
Board and all meetings of the Council as a whole, and shall have custody of the corporate seal and shall
have authority to affix the same to all instruments where its use is required. The Secretary shall also
perform such other duties as may be determined by the Chairman or by the Governing Board.

ARTICLE X
Committees

Section 1. The Governing Board may in its discretion establish an Executive Committee to consist of
such persons drawn from the Governing Board as it deems appropriate. The Governing Board may
delegate in writing to such Executive Committee such authority and responsibilities as it deems
appropriate for the orderly and efficient conduct of Council affairs.

Section 2. The Governing Board shall have authority to establish such standing or ad hoc committees as
it may from time to time determine to be beneficial to the Council's purposes. The Governing Board shall
draw up the charter for all such committees and will appoint each committee chairman. The chairman
shall be responsible for selecting the other members of the committee, subject to ratification by the
Governing Board and shall make timely reports to the Governing Board on committee activities. Except
as may be limited in its charter, each committee may determine its own rules and practices for the calling
of and conduct of meetings or other actions taken by it.

ARTICLE XI
Administration

Section 1. The Governing Board shall have broad authority to choose the means by which the
administration of the Council's business is conducted, and it shall have full power to change such means,
as it deems appropriate from time to time. Included among such means, but without limitation, are: the
delegation of responsibility and authority to a Member organization to act as the Administration or
Secretariat; or the establishment of an Administration or Secretariat office separate from that of any
Member organization, at a place of the Governing Board's choosing; or any combination of
administrative devices and locations that appear to be most appropriate to achievement of the Council's
purposes.

Section 2. The Governing Board shall appoint a Director General who shall have responsibility for
day-to-day management of the Council's administrative affairs, and who shall serve at the pleasure of the
Governing Board. At the discretion of the Governing Board, the Director General may be an employee of
a Member organization. The Director General shall be the chief operating official of the Council and
shall have responsibility for such other persons as may be authorized to serve on the Council's staff, or
otherwise be necessary to its efficient operation. The Director General shall be responsible for carrying
out the purposes of the Council through implementation of effective policies and practices. He/she shall
be the primary Council contact to the ICAO, ensuring that all opportunities for the Council to support the
work of ICAO are fully exploited. He/she shall also maintain close liaison with IBAC committees,
seeing that they report timely to the Governing Board.

ARTICLE XII
Fiscal Year

Section 1. The Fiscal year of the Council shall begin on the first day of January and end on the last day of
December in each year.

ARTICLE XIII
Seal

Section 1. The corporate seal of the Council shall be such form and design as the Governing Board may
select and shall have inscribed thereon the name of the Council and the year and jurisdiction of its
incorporation.

ARTICLE XIV
Language

Section 1. English shall be the official language of the Council.

ARTICLE XV
Dues and Expenses

Section 1. The Governing Board may determine from time to time the amount of initiation fee, if any, and
the amount and due date of any annual or special dues or other assessments.

Section 2. Each Member organization of the Council shall be responsible for all costs associated with
the attendance of its representative and other delegation members at regular and special meetings of the
Governing Board or of the Council.

Section 3. The expenses of participating in committee activities, including travel costs, shall be the
responsibility of the Member organizations whose designees serve on the respective committees.

Section 4. In the event that any Member organization is in default in the payment of dues or any other
assessment for a period of one year, its membership may thereupon be terminated by action of the
Governing Board at any regular or special meeting.

ARTICLE XVI
Contracts, Checks, Deposits and Funds

Section 1. The Governing Board may authorize any officers or other agents of the Council, in addition to
the offices so authorized by these Bylaws to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Council, and such authority may be general or confined to specific
instances.

Section 2. All checks, drafts or orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Council, shall be signed by such officer or officers of the Council
or other person or persons. and in such manner as shall from time to time be determined by resolution of
the Governing Board.

Section 3. All funds of the Council shall be deposited from time to time to the credit of the Council in
such banks, trust companies or other depositories as the Governing Board may select.

Section 4. The Governing Board may accept on behalf of the Council any contribution, gift, bequest or
devise for the general purposes or for any special purpose of the Council.

ARTICLE XVII
Certificates of Membership

Section 1. The Governing Board may, in its discretion, provide for the issuance of certificates
evidencing membership in the Council, which shall be in such form as may be determined by the
Governing Board. Such certificates shall be signed by the Chairman or Vice Chairman and by the
Corporate Secretary and shall be sealed with the seal of the Council. All certificates evidencing
membership shall be consecutively numbered. The name and address of each Member organization and
the date of issuance of the certificate shall be entered on the records of the Council. If any certificate
shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and
conditions as the Governing Board may determine. Certificates evidencing membership in the Council
are not transferable or assignable.

ARTICLE XVIII
Distributions on Dissolution

Section 1. In the event of the dissolution of the Council, no Member organization shall be entitled to any
distribution or division of its remaining property or its proceeds, and the balance of all money and other
property received by the Council from any source, after the payments of all debts and obligations of the
Council, shall be distributed to UNICEF or any other organization with similar goals sponsored by the
United Nations.

ARTICLE XIX
Amendments

Section 1. These Bylaws may be amended, repealed, or altered. in whole or in part, by a two-thirds vote
of the Governing Board at any regular or special meeting of the Governing Board at which a quorum is
present, provided that notice of the proposed change is contained in the notice of the meeting.