BYLAWS

BYLAWS

of the

FOUNDATION FOR AERONAUTICAL EDUCATION, INC.

ARTICLE I

Purpose

Section 1. Purpose: The purpose of these Bylaws is to provide for the conduct of the internal affairs of the Corporation and to effectuate the purposes of the Corporation as set forth in the Articles of Incorporation.

ARTICLE II

Membership

Section 1. Membership shall consist of three (3) classes: Individual, Family and Junior. Dues shall be as designated by the Board of Directors. Memberships will be valid for one calendar year from January 1^st to December 31^st. This last day of the month shall be known as the membership’s anniversary date of membership. New Membeships can begin on September 15^th and will be good for 15.5 months. Members shall have a Thirty (30) day grace period from their membership anniversary date in which to renew their memberships. Members whose annual membership dues are received by the Foundation for Aeronautical Education, Inc. on or before the last day of the grace period, January 31, will continue to be considered members in good standing for an additional calendar year from the membership’s anniversary date previously defined. Those who allow their membership to expire by failing to renew their membership in accordance with the previous provision may join again as new members. The anniversary of any such new membership shall be computed in the same way as any other new membership. For the purposes of determining member benefits and privileges, such a member shall be considered as having belonged since the date on which the new membership begins. New members must pass a flight proficiency test given by a club instructor. All flying members must be an AMA Academy of Model Aeronautics Member per our contract with the City of Topeka.

a. An Individual ($40 per year) member must be at least nineteen (19) years of age. An Individual member at the Annual Meeting of the Members of the Corporation, is allowed one vote to transact business and one ballot at an election.

b. A Family membership ($60 per year) shall include two adult family members that reside together. A Family membership shall be allotted at the Annual Meeting of the Membership of the Corporation no more than two (2) votes or two (2) ballots to be cast by any two (2) members least nineteen (19) years of age or older. As so limited, no more than one (1) vote or ballot may be cast by an individual who is a member by reason of a Family Membership.

c. A Junior membership (free) is restricted to persons at least seven (7) years of age and less than nineteen (19) years of age. A Junior member shall receive the same benefits as an individual member, except that a Junior member is not allowed to vote or cast a ballot, and certain other restrictions may apply as outlined by the Board of Directors.

d. Guests may fly at our field provided that:

1. They are accompanied by a FAE club member.

2. Hold a current AMA membership.

3. Can fly as a guest 3 times in a year before being required to join FAE.

Section 2. Application for Membership: Applications for membership can be made by contacting any member.

Section 3. Dues: The dues required for initial membership and annually or otherwise shall be as specified by written resolution of the Board of Directors. Such dues may be changed from time to time except that once a member has paid his annual membership fee, if any, and becomes a member, no subsequent increase or decrease in the membership fee shall warrant an assessment or require a refund as to such fee with respect to such member for the remainder of the year in which the dues are paid. Nonpayment of dues after expiration of the 30 day grace period shall result in revocation of membership. Annual dues shall be in the same amount for all members of the same membership class. The annual dues may vary for each membership class where there is more than one such class.

Section 4. Termination of Membership: The membership of a member shall terminate upon the occurrence of any of the following events:

1. Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.

2. If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days from the membership’s anniversary date previously defined as January 31st.

3. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. All rights of a member in the corporation shall cease on termination of membership as herein provided.

Section 7. Annual Meeting of Membership: The Annual Meetings of the Members shall be held on the first Monday in the month of May of each calendar year at a time and location designated by resolution of the Board of Directors in accordance with the Articles of Incorporation. The list of members entitled to vote shall be prepared at least ninety (90) days before the Annual Meeting of Members by the secretary of the Corporation, and shall be open to inspection by any member, for any purpose germane to the meeting, during ordinary business hours for at least ninety (90) days prior to such meeting.

Section 8. Additional Meetings: Additional membership meetings may be held at a time and place designated by the Board of Directors.

Section 9. Voting. At the annual meeting of the Members the election of Directors shall be by written ballot or voice vote. Each member shall have one (1) vote for (a) each Director position open for election, and (b) any proposal to amend the Articles of Incorporation and these bylaws.

Section 10. Quorum: Except for the election of Directors, the presence, in person and by written absentee ballot, at the Annual Meeting of Members of the Corporation, of a majority of all Members of the Corporation shall constitute a quorum for the transaction of business; except, the members present in person and by written absentee ballot at the Annual Meeting of Members shall constitute a quorum for the single purpose of electing Directors.

Section 11. Absentee Ballot: Every Member entitled to vote at the Annual Meeting of Members shall have the right to do so either in person or by an absentee ballot.

Section 12. Inspection of Corporation Records: The Articles of Incorporation, Bylaws, Membership Ledger, the Books of Account, and Minutes of proceedings of the members, the Board of Directors and Committees shall be open to inspection upon written request during ordinary business hours if for a purpose reasonably related to the interest of the member.

Section 13. Bylaw changes. Bylaws may be amended by the board at any time provided that the changes are made public at one general meeting and voted upon by the board at the next general meeting.

Section 14. Dissolution. Upon the dissolution of the Corporation, the Board of

directors shall, after paying or making provision for the payment of the Corporation’s

liabilities, transfer all of the Corporation’s net assets to an organization, to be determined

by the Board of Directors, that is organized and operated exclusively for the purposes

specified in Section 501(c)(3) of the Code.

ARTICLE III

Directors

Section 1. Powers: The property and affairs of the corporation shall be managed by the Board of Directors (referred to as the “Board”) of the corporation. The Board shall have and is vested with all and unlimited powers and authorities, except as may be expressly limited by law, the Articles or these Bylaws, to supervise, control, direct and manage the property, affairs and activities of the corporation, to determine the policies of the corporation, to do or cause to be done any and all lawful things for and on behalf of the corporation, to exercise or cause to be exercised any or all of its powers, privileges or franchises, and to seek the effectuation of its objects and purposes; provided, however, that (a) the Board shall not authorize or permit the corporation to engage in any activity not permitted to be transacted by the Articles or by a not-for-profit corporation organized under the laws of the State of Kansas, (b) none of the powers of the corporation shall be exercised to carry on activities which are not in themselves in furtherance of the purposes of the corporation, and (c) all income and property of the corporation shall be applied exclusively for its not-for-profit purposes.

No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The corporation shall not participate in, or intervene (including the publishing or distributing of statements) in, any political campaign on behalf of any candidate for public office.

No part of the net earnings or other assets of the corporation shall inure to the benefit of any Member, director, officer, contributor or other private individual having, directly or indirectly, a personal or private interest in the activities of the corporation.

Section 2. Number and Qualification of Directors: The authorized number of Directors of the Corporation shall be not less than seven (7) with at least a simple majority of Directors being members of the Corporation and the rest being non-members. Non-member Board members shall, during the term of office, have and enjoy all the benefits of membership.

Section 3. Election: Election of replacement Directors for those Directors whose terms have expired shall be elected at the Annual Meeting of members. All Directors shall hold office until their respective successors are elected. The Nominating Committee Appointed by the Board of Directors shall present to the members a slate of candidates to fill the positions of Directors whose terms will expire. The Nominating Committee shall also be charged with the responsibility of conducting the election of Directors.

Section 4. Vacancies: Vacancies on the Board of Directors shall be filled by a majority of the remaining directors. Each director so elected shall hold office until his successor is elected at an Annual Meeting of Members. A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of the death, incapacity, resignation or removal of any director, or if the authorized number of directors be increased, or if the members fail at any Annual Meeting of Members at which any director or directors are elected to elect the full authorized number of directors to be voted for at the meeting, or if any director or directors elected shall refuse to serve.

Section 5. Non liability of Directors: The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.

Section 6. Indemnification by Corporation of Directors and Officers: The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

Section 7. Insurance for Corporate Agents: Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

Section 8. Removal: A Director may be removed from office for good cause by a two-third (2/3) vote of all other members of the Board or at an Annual Meeting of Members of the Corporation, by a majority vote of the entire membership of the Corporation.

Section 9. Place of Meeting: Regular and special meetings of the board of Directors shall be held at any place within the State of Kansas which has been designated from time to time by resolution of the Board. In the absence of such designation, all meetings shall be held at 5513 sw 13^th st, Topeka, Kansas 66604.

Section 10. Organizational Meeting: At the first meeting of the Board of Directors following each Annual Meeting of Members, the Board of Directors including the newly elected members of the Board shall assemble for the purpose of organization, election of officers, and the transaction of other business.

Section 11. Term: The term of office for each elected Director shall be for three (3) years. The Terms of Members of the Board shall be staggered. All Directors are eligible for re-election without limitation.

Section 12. Special Meetings: Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the Chairman or, if he is absent or unable or refuses to act, by the Secretary or by any other Two Directors. Notice of such special meetings, unless waived by attendance thereat or by written consent to the holding of the meeting, shall be given by written notice mailed at least five (5) days before the date of such meeting or be hand delivered or notified by fax at least three (3) days before the date such meeting is to be held. If mailed such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon addressed to the director at his residence or usual place of business. If notice be given by fax, such notice shall be deemed to be delivered when the transmittal is received.

Section 13. Waiver of Notice: The transactions of any meeting of the Board of Directors however called and noticed or wherever held, shall be as valid as though had at a meeting duly held, if a quorum be present. Attendance at any meeting of the Board of Directors shall constitute a waiver of notice thereof.

Section 14. Quorum: Four members of the Board of Directors present in person or by proxy shall be necessary to constitute a quorum for the transaction of business, except to adjourn. The Directors present at a duly called meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 15. Meetings by Telephone: Members of the Board of Directors of the Corporation, or any committee designated by such Board, may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting.

Section 16. Action Without a Meeting: Unless otherwise restricted by the articles of incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the board of directors or any committee thereof may be taken without a meeting if written consent thereto is signed by all members of the board of directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

Section 17. Votes and Voting: All votes required of Directors hereunder, in person or by proxy may be by voice vote or show of hands, unless a written ballot is requested, which request may be made by any one director. Each director shall have one vote. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation or these Bylaws.

Section 18. Prohibition Against Private Inurement: Whenever the Company is considering acquiring goods or services from, or entering into a transaction with, an Interested Person, the details of the relationship of the officer or director to the transaction (including his or her interest in the Interested Person, if other than officer or director) shall disclose in writing to the Board of Directors. The Company shall enter into a transaction with an Interested Person only if at least a majority (two-thirds) of the Directors then serving approve the transaction as being fair to and in the best interests of the Company. For purposes of the preceding sentence, any director who is (or has an interest in) the Interested Person who is a party to a proposed transaction shall not be considered a director then serving (including, without limitation, for the purpose of determining a quorum), shall not participate in the vote on the transaction and shall withdraw from the Board meeting during the decision on approval of the transaction.

Section 19. Interested Party Transactions: The Corporation recognizes that the skills, talents, and relationships of its officers and members of its Board of Directors are among its richest assets. The Corporation also is aware that acquiring goods or services from, or engaging in transactions with, its officers, directors, members of their families or entities in which they have a financial interest or with which they are affiliated (such persons are referred to collectively as “Interested Parties”) may create an appearance of impropriety. In order to protect the Corporation against any improper appearance, the Corporation will restrict its business dealings with Interested Parties as follows:

1. The Corporation may acquire goods or services from, or otherwise transact business with, an Interested Party if the Board determines in its judgment that the goods or services provided to the Corporation are, or the transaction is, on terms no less advantageous to the Corporation than the terms that are available to the corporation from third parties. Moreover, the Corporation anticipates that any such acquisition may be on terms that are more advantageous to the Corporation than those generally extended by third parties. If an Interested Party offers terms which are as advantageous to the Corporation as terms offered by another vendor, the Corporation may, but shall not be required to, consider other benefits derived by it from the Interested Party (e.g., past or anticipated services rendered or financial support) in selecting between otherwise equally desirable vendors.

2. Whenever the Corporation is considering acquiring goods or services from, or entering into a transaction with, an Interested Party, the details that create the Interested Party relationship shall be disclosed to the corporation in writing. A copy of the disclosure shall be supplied to the Interested Party Transaction Committee (the “Committee”) referred to below.

3. The Corporation shall enter into a transaction with an Interested Party (an “Interested Party Transaction”) only if either the Board of Directors or the Committee is made aware of the information referred to in Subsection 2 and the majority of the Directors then serving or a majority of the Committee members then serving approve the transaction as being fair to and in the best interests of the Corporation. Additionally, the Executive Committee shall have the authority to act for the Board of Directors in granting the approval contemplated by this paragraph. For purposes of the preceding two sentences, any director, Executive Committee member or Committee member who is (or has an interest in or is related to) the Interested Party that is a party to a proposed transaction shall not be considered a director, Executive Committee member or a Committee member then serving (including, without limitation, for the purpose of determining a quorum), shall not participate in the vote on the transaction and shall not attend any meeting while approval of the transaction is considered. Notwithstanding the foregoing, however, prior approval by the Board of Directors or the Committee shall not be required if (a) emergency circumstances make such approval impractical (in which event the transaction shall be reported to the Board of Directors promptly after the fact), or (b) if the transaction falls below a de minimus threshold established by the Board of Directors or the Committee.

4. The Board shall create an Interested Party Transaction Committee (the “Committee”). Consisting of members of the Board to which the Board delegates responsibilities to:

(a) Develop procedures and guidelines (collectively called “Policies”) regarding Interested Party Transactions. Such Policies shall be reported to the Board of Directors. Policies adopted by the Committee shall be binding upon the Corporation unless disapproved by the Board of Directors;

(b) Monitor transactions with Interested Parties;

(c) Make such recommendations as it may deem appropriate from time to time for actions to be taken by the Executive Committee or the Board of Directors with respect to Interested Party Transactions;

(d) Interpret this article of the Bylaws

(e) Establish such criteria as it may deem appropriate for de minimus transactions that need not be approved hereunder; and

(f) Report at least once in each calendar year to the Board of Directors on the activities of the Committee.

Section 20. Fees and Compensation: Directors shall not receive any fee, compensation or salary for their services as Directors.

ARTICLE IV

Officers

Section 1. Officers of the corporation shall be a President, a Secretary and a Treasurer/Vice President. The Corporation may also have, at the discretion of the Board of Directors, one or more Assistant Secretaries and one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV.

Section 2. Election: The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 of this Article IV, shall be chosen annually by the Board of Directors as provided in Article III, Section 10, above, and each shall hold office until he/she shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

Section 3. Subordinate Officers, Etc.: The Board of Directors may appoint such other officers as the activities of the corporation may require, each of whom shall have authority and perform such duties as the Board of Directors may from time to time specify, and shall hold office until the officer shall resign or such office is abolished by the Board of Directors.

Section 4. Term of Officers: The officers of the Corporation shall serve for a term of one (1) year or until he/she shall be replaced by the election of another. In no event shall an individual serve any one office more than Three (3) consecutive one year terms.

Section 5. Vacancies: A vacancy in any office because of death, resignation, removal, incapacity, disqualification, or any other cause shall be filled by a majority vote of the remaining Directors.

Section 6. Removal and Resignation: Any officer may be removed, either with or without cause, by a majority of the Directors at any time, at any Regular or Special meeting of the Board. Any officer may resign at any time upon written notice to the Corporation.

Section 7. President: The President shall preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be, from time to time, assigned to by the Board of Directors or prescribed by these Bylaws. The President shall preside at the Annual Meeting of Members and at all other meetings of the members. He shall be ex officio a member of all the Standing committees, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 8. Treasurer/ Vice President, The Treasurer shall keep and maintain or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares. The Books of Account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the Directors, whenever they request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these bylaws. The Treasurer shall be bonded, if required by the Board of Directors.

Vice President: In the absence of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-President shall have such other powers and perform such other duties as, from time to time, may be prescribed by the Board of Directors or these Bylaws.

Section 9. Secretary: The Secretary shall keep, or cause to be kept, all of the Corporate Books and a Book of Minutes at the principal office of all meetings of directors and members. The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation, a membership ledger, showing the names of the members and their addresses, and the number and date of membership cards issued; and the date of suspension, termination or resignation of every membership card surrendered for a cancellation or canceled for non-payment of dues.

ARTICLE V

Committees

Section 1. The following Standing Committees shall be nominated and elected by the Board of Directors:

a. Nomination Committee: The purpose of the Nomination Committee shall be to solicit and present to the Board of Directors a list of candidates to fill vacancies due to the expiration of a Term of Office of a Director. This Committee shall consist of no less than Five members. This Committee shall also conduct the election of Directors in accordance with policies and procedures adopted by the Board of Directors.

b. Membership Committee: The purpose of the Membership Committee shall be the solicitation and enrollment of members in the Corporation and to prepare or cause to be prepared and maintain a Membership Ledger reflecting all current members of the Corporation and to prepare a list of members eligible to vote at the Annual Meeting of Members.

c. Finance Committee: The Finance Committee shall prepare the Annual Budget, review fraud matters of the Corporation, prepare Financial Reports and submit the same to the Board of Directors, and shall undertake fund-development and other philanthropic programs on behalf of the Corporation as authorized by the Board of Directors.

d. Volunteer Committee: The Volunteer Committee shall solicit, promote, encourage, maintain and recognize contributions of volunteer work by members of the Corporation and such other related activities as the Board of Directors may, from time to time, direct.

e. Education Committee: The Education Committee shall establish and operate all classes and such other related activities as the Board of Directors may, from time to time direct.

Section 2. All standing Committees shall include among its members Two (2) or more members of the Board of Directors.

Section 3. The Term of each committee of the Corporation shall be established by the Board of Directors.

Section 4. Removal: The Board of Directors shall have the power to remove any member of any Committee upon a majority vote at any meeting of the Board of Directors.

Section 5. The Board of Directors may establish and select members for any additional Committee of the Corporation and designate them to be either Standing Committee or Special Committees of the Corporation.

ARTICLE VI

Miscellaneous

Section 1. Use of Roberts Rules of Order: The most current revision of Roberts Rules of Order shall be used for the conduct of all members’ and directors’ meetings except as otherwise provided hereunder or in the Articles of Incorporation.

Section 2. Discrimination is Prohibited: This corporation shall not discriminate on the basis of race, creed, color, national origin, age, gender or sexual orientation in the selection of members, directors, officers or in providing services or benefits or in any other manner.

ARTICLE VII

Fiscal Year

Section 1. Fiscal year: The Fiscal Year of the Corporation shall be the calendar year.

ARTICLE VIII

Amendments

Section 1. New bylaws may be adopted or these bylaws may be amended or repealed in the manner set forth in the Articles of Incorporation.