Alpha Eta Rho National By-Laws

BYLAWS OF ALPHA ETA RHO AMENDED 4-10-2010

ARTICLE I Name

Section 1. This Fraternity shall be officially known as Alpha Eta Rho, Inc. Alpha Eta Rho is an intercollegiate professional and service fraternity dedicated to aviation and all its branches.

ARTICLE II Organization and Government

Section 1. The units of organization of this Fraternity shall be the National Board of Directors, the Regions, and the Undergraduate Chapters.

Section 2. LAWS. The laws of this Fraternity shall consist of the ritual of Alpha Eta Rho, The Articles of Incorporation, Bylaws and any additional regulations which may be added in accordance with the Bylaws. Each chapter shall have the power to make any necessary laws for its own government, so long as they are not inconsistent with the laws and purposes of the Fraternity.

Section 3. INCORPORATION. This Fraternity shall be represented legally as Alpha Eta Rho, Inc. a Fraternity organized and incorporated in the state of California as a non-profit organization.

Section 4. ANNUAL MEETING. There shall be an annual meeting of this Fraternity held each fiscal year. The time and place of such meeting shall be decided by the National Board of Directors and notice of such meeting will be sent to each active chapter not less than thirty days in advance of the meeting.

Section 5. BOARD OF DIRECTORS. The Board of Directors of the Corporation shall be the duly elected National Officers of the Fraternity.

Section 6. THE REGIONS. The Board of Directors shall establish, alter, or change regions as sub-divisions of the organization, which in their discretion shall best serve the interests of the Fraternity. Nothing in this Section shall be construed as limiting the power to establish regions or other sub-divisions of the Fraternity beyond the continental limits of the United States.

Section 7. UNDERGRADUATE CHAPTERS. An undergraduate chapter shall be an organization duly chartered pursuant to Article VIII of these BYLAWS. Each chapter shall be a sub-division of the region within which boundaries the chapter is located.Section 8. PRINCIPAL OFFICE. The National Office, unless otherwise prescribed by the Board of Directors, shall be located at ALPHA ETA RHO National Office, 4579 Laclede Ave. - Suite 1929, St. Louis, MO 63108. Phone: (877) 410-1929. Website: www.AlphaEtaRho.org

Section 9. QUORUM. A quorum for the transaction of business of the Board of Directors shall be not less than one third of the membership.

ARTICLE III National Officers, Their Powers and Duties

Section 1. The Board of Directors shall be seven (7) in number. Any change in the foregoing number of Directors shall be made in compliance with Section 9400 of the California Corporation Code. Rational: Recognize two new Vice President Positions and the Chairman of the Board as an additional voting position.

Section 2. The Directors named in the Articles of Incorporation shall serve until their death, resignation, dismissal or other withdrawal from this office. Vacancies on the Board shall be filled by a vote of the remaining Directors, but no candidate may be elected with less than three votes.

Section 3. THE CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors shall be elected by a majority of the members of the Board of Directors and shall serve at the pleasure of the Board of Governors. The Chairman of the Board shall preside at all meetings of the Board of Directors.

Section 4. THE NATIONAL PRESIDENT. The National President shall be the chief executive officer of this fraternity, and shall be elected by the Board of Directors from its membership. In the absence of the Chairman of the Board he/she shall preside over all meetings of the Board of Directors. He/she shall preside over all other national meetings of the Fraternity. It shall be his/her duty to see that all national officers discharge their duties faithfully and promptly and to appoint the committees which may be deemed advisable at any time for carrying out the work of the Fraternity. He/she shall have such further powers and duties as may be prescribed by the Board of Directors.

Section 5. THE NATIONAL VICE PRESIDENT. The National Vice President shall be elected by the Board of Directors from its membership. It shall be the duty of the Vice President to perform all of the duties of the President in his/her absence. In case of death, dismissal, or resignation of the President, the Vice President shall succeed in that office and hold same for the time necessary for the Board of Directors to hold a meeting and elect a President. He/she shall have such further powers and duties as may be prescribed by the Board of Directors.

Section 6. THE NATIONAL VICE of PRESIDENT TECHNOLOGY AND COMMUNICATIONS. The National Vice President of Technology and Communications shall

be elected by the Board of Directors from its membership. It shall be the duty of the Vice President of Technology and Communications to oversee and report to the Board of Directors on all matters of internal and external technologies and communications which effect the normal business practices of the fraternity. The Vice President of Technology and Communications will be responsible for the fraternity website, electronic communications, data gathering and the cataloging of fraternity information archives. The duties of this Vice President are delegated to the Executive Director for normal operations of the Fraternity. He/she shall have such further powers and duties as may be prescribed by the Board of Directors. Rational: These bylaws were written in a time of only mail service and old telephone communications. It is time to update Alpha Eta Rho's communications and outreach to chapters to provide better service from the National Headquarters. This position will allow for improved website communications, data sharing, internet communications, email services, discussion/blog sites, national and international outreach in the aviation industry and improved services to all chapters.

Section 7. THE NATIONAL VICE PRESIDENT of ALUMNI AFFAIRS. The National Vice President of Alumni Affairs shall be elected by the Board of Directors from its membership. It shall be the duty of the Vice President of Alumni Affairs to oversee, plan and report to the Board of Directors on all matters and programs of Alpha Eta Rho Alumni. The Vice President of Alumni Affairs will be responsible for the alumni outreach program, maintaining accurate alumni records, coordination of alumni events, maintaining the alumni registry and developing and overseeing alumni fundraising efforts. In addition, he will be responsible for developing an alumni speaker's bank for chapter visits and tours. The duties of this Vice President are delegated to the Executive Director for normal operations of the Fraternity. He/she shall have such further powers and duties as may be prescribed by the Board of Directors.

Rational: The establishment of a dedicated Alumni Affairs officer on the Board of Directors will allow for establishment and maintaining of active communications with our alumni. Currently over 40,000 names appear in the AHP alumni base with no information to contact or inform our alumni of AHP affairs. Alumni can provide funding, networking, mentoring and support on a chapter and national basis. It is critical to the future of Alpha Eta Rho and our improved growth to use this valuable resource.

Section 8. THE NATIONAL SECRETARY. The National Secretary shall be elected by the Board of Directors from its membership. It shall be the duty of the Secretary to maintain accurate records of the proceedings of the Fraternity. The Secretary shall be responsible for the official membership rolls, national archives and Bylaws of the Fraternity. The duties of the Secretary are delegated to the Executive Director for normal operations of the Fraternity. He/she shall have such further powers and duties as may be prescribed by the Board of Directors.

Section 9. THE NATIONAL TREASURER. The National Treasurer shall be elected by the Board of Directors from its membership. It shall be the duty of the Treasurer to keep the Board of Directors informed of all financial matters of the Fraternity. He/she will be responsible for the

budget, investment, scholarship and funding programs of the Fraternity. The duties of the Treasurer are delegated to the Executive Director for normal operations of the Fraternity. He/she shall have such further powers and duties as may be prescribed by the Board of Directors.

Section 10. THE NATIONAL EXECUTIVE DIRECTOR. The National Executive Director shall maintain and operate the Fraternity under the guidance of the Board of Directors when the Board of Directors is not in session. He/she will be responsible for the daily operations of the Fraternity. The Executive Director will keep the official minutes of all annual meetings and all of the meetings of the Board of Directors. This person shall have charge of all official communications of the National Office of the Fraternity and shall have supervision over all correspondence concerning groups petitioning this Fraternity for charters. The Executive Director shall have custody over all funds of the National Office of the Fraternity and shall have authority to pay all debts of the National Office and shall further keep a record of all financial transactions of the Fraternity which are reported to the Board of Directors. The National Executive Director will request the annual history and financial records of each chapter at least annually or as requested by the Board of Directors. The National Executive Director will be responsible for assisting chapters with new membership packages, ritual planning, and chapter management. The National Alpha Eta Rho website will be maintained by the Executive Directors office. The National Executive Director is a full time employee of Alpha Eta Rho on a contract basis for the daily operation of the Fraternity. The Board of Directors may authorize the Executive director to hire part time employees to meet the needs of major Alpha Eta Rho events. This office shall have such further powers and duties as may be prescribed by the Board of Directors.

Rational: Change wording to reflect that the Executive Director is the single full time employee of Alpha Eta Rho. Allow, with Board of Directors approval the ability to hire additional part time employees as needed to staff Alpha Eta Rho events when the needs arise.

ARTICLE IV Regional Officers, Committees and Their Duties

Section 1. REGIONAL GOVERNORS. There shall be a Regional Governor for each Region appointed by the Board of Directors. The Regional Governor shall be the Executive Officer in the Region under the direction of the Board of Directors.

Section 2. DUTIES. The Regional Governor shall be responsible for all requests for items of business originating from local chapters within that region. He/she shall be responsible for the promotion of the Fraternity within that region. Other duties, responsibilities and authority of Regional Officers shall be as provided for by the Board of Directors.

Section 3. COMMITTEES. Committees shall be appointed as necessary by the Board of Governors.

ARTICLE V Membership and Initiation

Section 1. QUALIFICATION FOR MEMBERSHIP. The membership of this Fraternity shall consist of Active Members, Associate Members and Alumni Members. The fraternal bonds of this Fraternity shall include men and women of good moral character, who comply with the laws of the Fraternity, who are engaged in or who anticipate being engaged in the profession of aviation, and who are not members of any professional aviation fraternity in direct conflict with Alpha Eta Rho. No persons shall be initiated into the Fraternity except by a vote of the Active Members constituting a quorum present at a regularly called meeting of an Undergraduate Chapter. No person shall be considered to be an official member of Alpha Eta Rho or any of its Undergraduate Chapters until membership fees are paid in full to the National Headquarters. Upon receipt of paid dues for each new member the National Executive Directors office will provide the Undergraduate Chapter with the official membership package for their new members. The new member's package will include the Alpha Eta Rho Membership Certificate (with official embossed gold seal), Alpha Eta Rho wings, membership card and decal. The membership package and registration of new members will be done only by the National Headquarters. Registration and dues payment will serve to maintain the official National Alpha Eta Rho Membership and Alumni Rolls. No Undergraduate Chapter may induct new members or issue membership certificates without the consent and approval of the National Headquarters under the direction of the Board of Directors.

Section 2. DEFINITION OF ACTIVE MEMBERS. Active Members shall be duly initiated male and female students pursuing regular courses in the college or university and having served a pledge period as prescribed by the Bylaws of the Undergraduate Chapter, and also students who have been regularly initiated by another chapter, who are in good standing, and who have regularly affiliated with the chapter.

Section 3. DEFINITION OF ALUMNI MEMBERS. Alumni Members shall be those who were active members in good standing at an Undergraduate Chapter, who have graduated from, or ceased to pursue regular courses in the college or university.

Section 4. DEFINITION OF ASSOCIATE MEMBERS. Associate Members shall be those duly initiated members who are engaged in the profession or study of aviation. Such members shall be chosen for initiation by the Undergraduate Chapter or by the National Office and need not be pursuing university or college courses of aviation.

Section 5. DEFINITION OF HONORARY MEMBERS. The Board of Directors may on its own initiative or upon recommendation from an Undergraduate Chapter designate certain outstanding men or women from the aviation industry as honorary members. No more than three honorary members may be designated during any one academic year.

ARTICLE VI Chapter and Club Officers

Section 1. UNDERGRADUATE CHAPTERS. The offices of each Undergraduate Chapter shall be members thereof in good standing. These shall be known as follows: Chief Pilot (President), Worthy Navigator (Vice-President), Master of Communications (Secretary), Courier (Treasurer) and Dispatcher (Historian).

Section 2. DUTIES. The duties of these officers shall be as provided in the Ritual and By-Laws of the Undergraduate Chapter of the Fraternity.

Section 3. QUORUM IN UNDERGRADUATE CHAPTERS. A quorum for the transaction of business in any Undergraduate Chapter shall be such number of members as determined by the constitution or Bylaws of the chapter, except that it shall be not less than one third of the active membership of the chapter.

ARTICLE VII Finances

Section 1. NATIONAL AND CHAPTER FINANCES. Alpha Eta Rho and its Undergraduate Chapters are a non-profit organization dedicated to the advancement of collegiate aviation in all its fields. It is a professional and service organization with social functions. All monies and funding received by Alpha Eta Rho and its Undergraduate Chapters are to be used for this mission purpose. All members and officers serve on a volunteer basis and may not receive any salary, wage, stipend, or gratuity. All members and officers will strive to accomplish Fraternity business, functions, meetings, and travel on an austere basis as to best preserve the Fraternity assets for the scholarship of aviation education.

Section 2. INITIATION FEES. The initiation fee to be paid by each Undergraduate Chapter for each new member initiated shall be an amount as set by the Board of Directors and must be collected from the initiate before his or her initiation. Such initiation fee shall be remitted by the treasurer of the chapter to the National Executive Director no later than forty-eight hours after the initiation. Each chapter shall be responsible for the collection of the initiation fees of its members. The initiation fee effective as of June 1, 2008 is set at $25.00 per initiate. Initiation fee changes will be made only by unanimous vote of the Board of Directors. Notice of intent to change the initiation fees shall be made no less than three (3) months in advance of the proposed change.

Section 3. ANNUAL DUES. National dues may be assessed by the Board of Directors. Notice of intent to change the national dues assessment shall be made no less than six (6) months in advance of the proposed change. Dues changes will be made only by unanimous vote of the Board of Directors. The annual dues fee effective as of June 1, 2008 is set at $25.00 per member annually. Undergraduate Chapter Treasurers are responsible for remitting all annual dues to the

National Executive Director for all active members of their Chapters no later than November 1st of each calendar school year. The Chapter Treasurer will provide a roster of current active members along with the remittance of $25.00 per active member. Chapters who have not provided the annual dues and roster of active members to the Executive Director by January 31st of each year will be considered to be "not in good standing". Chapters failing to pay annual dues by April 30th of each calendar year will be held inactive on the national register of Undergraduate Chapters.

Section 4. NATIONAL FUNDING PROGRAMS. Annual dues and initiation fees collected by the National Offices of Alpha Eta Rho will be used to fund the Alpha Eta Rho Scholarship program, organization of the National Alpha Eta Rho annual meeting, and administration of the National Office. Funding and salary will be provided to one full or part-time contract employee for the daily operations and administration of the National Offices. This employee will be managed by the National Headquarters under the supervision of the Executive Director. All Board of Directors, National Officers, Regional Governors and the Executive Director of Alpha Eta Rho are volunteers of the organization. At no time may any salary, wage, stipend, or gratuity be paid to any member of the Board of Directors, National Officers, Regional Governors or Executive Director. Board of Directors, National Officers, Regional Governors and the Executive Director may be reimbursed for reasonable travel, food and lodging expenses directly related to, and for the expressed purpose of Alpha Eta Rho official functions and business. The Board of Directors, National Officers, Regional Governors and Executive Director will submit a proposed budget for all planned travel, food or lodging expenses to the Executive Director office for approval by a majority vote of the Board of Directors prior to any planned expense. Only pre- approved travel on official Alpha Eta Rho business is eligible for reimbursement. All United States Government guidelines for Internal Revenue Service (IRS) 501 (c) 3 tax free organizations are applicable to Alpha Eta Rho and all Undergraduate Chapters. The Executive Directors office will maintain Bylaw, corporation and tax guideline information for the organization.

ARTICLE VIII New Chapters

Section 1. ELIGIBLE GROUPS. Groups consisting of not less than ten undergraduate students of an accredited university or college in which regular courses in aviation are offered for study shall be eligible to petition the Board of Directors for a charter to establish an Undergraduate Chapter.

Section 2. PETITION FOR A NEW CHAPTER. A majority vote of the Board of Directors shall be necessary to accept a petition and grant a charter for the establishment of an Undergraduate Chapter of the Fraternity.

Section 3. PETITION. The petition shall be in such form and of such description as required by and available from the National Office.

Section 4. INSTALLATION. Upon approval of the application, a National Officer or designee of the Board of Directors shall come to the campus to present the charter and conduct the ritual for the charter members, and shall present the membership certificates.

Section 5. INSTALLATION EXPENSE. The expense of the installation shall be borne by the new chapter.

ARTICLE IX Official Insignia

Section 1. IDENTIFICATION PIN. The identification pin is a small pair of silver wings with the Greek letters AHP in the center which is presented to each member upon his or her induction into the Fraternity.

Section 2. OFFICIAL PATCH. The official patch of the Fraternity shall be patterned after the crest of the Fraternity.

Section 3. SPECIAL SERVICE KEY. The service and scholarship key may be awarded annually to an outstanding active senior member of each chapter. This award is based on scholarship, service to the Fraternity and interest in aviation. This key is ordered through the National Office only.

Section 4. OFFICIAL COLORS. The official colors of this Fraternity shall be chrome yellow and black.

ARTICLE X Amendments to the Bylaws

Section 1. These bylaws may be amended or suspended in whole or in part by the vote of two thirds (2/3) of those active Undergraduate Chapters, in good standing, and voting at the annual meeting. The vote shall be cast in person or by official proxy delivered to the Executive Director by mail, postmarked no later than 10 days prior to the date of notice of the annual meeting. Each Undergraduate Chapter will have one vote. Proposed amendments passed by two thirds (2/3) majority of those Undergraduate Chapters voting shall be forwarded to the Board of Directors for approval. If the Board of Directors concurs by a majority vote the amendment shall be enacted.

Section 2. As provided in the California Corporation Code, these Bylaws may also be amended by the Board of Directors, subject to ratification of two thirds of the voting Undergraduate Chapters.

Section 3. Any member of Alpha Eta Rho or the Board of Directors may make a proposed Bylaw change. Proposed amendments to these Bylaws must be submitted to the Executive Director sixty (60) days prior to the annual meeting. Notification of proposed Bylaw changes will be made via the National Alpha Eta Rho website thirty (30) days prior to the annual meeting.

ARTICLE XI Annulment of Conflicting Laws

Section a. All Bylaws or parts of Bylaws heretofore in effect in this Fraternity in conflict herewith, are hereby annulled and repealed.

Rev. 4-10-2010