dba THE GREY EAGLES, INC.

Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute, by the Articles of Incorporation, or by these Bylaws, may be called by the President or by three (3) members of the Executive Board. Business transacted at a special meeting is to be confined to the objects stated in the notice of meeting.

Sec. 2.4 Notice.

Written or printed notice stating the place, day, and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice will be deemed to be delivered when deposited in the United States mail with postage thereon prepaid addressed to the members at such member's address as it appears on the records of the corporation.

Sec. 2.5. Order of Business at Meetings

The order of business at annual meetings and so far as practicable at other meetings of members will be as follows unless changed by the Executive Board:

(A) Call to order.

(B) Proof of due notice of meeting.

(C) Determination of quorum and examination of proxies.

(D) Announcement of availability of voting list.

(E) Announcement of distribution of annual statement.

(F) Reading and disposing of minutes of last meeting of members.

(G) Reports of officers and committees.

(H) Appointment of voting inspectors.

(I) Unfinished business.

(J) New business.

(K) Nomination of officers.

(L) Opening of polls for voting.

(M) Recess.

(N) Reconvening; closing of polls.

(O) Report of voting inspectors.

(P) Other business.

(Q) Adjournment

Sec. 2.6 Quorum.

Members holding one-twentieth (1/20) of the votes entitled to be cast, represented in person or by proxy, will constitute a quorum at a meeting of members. If a quorum is not represented in person or by proxy at a meeting of the members, the members entitled to vote thereat, represented in person or by proxy, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is represented in person or by proxy. At such adjourned meeting at which a quorum is represented in person or by proxy, any business may be transacted which might have been transacted at the meeting as originally notified.

Sec. 2.7 Majority Vote; Withdrawal of Quorum.

When a quorum is present at any meeting, the vote of a majority of the votes entitled to be cast by the members present, in person or represented by proxy, will decide any question brought before such meeting; provide, however, that if the question is one upon which, by express provisions of the statutes, of the Articles of Incorporation, or of these Bylaws, a different vote is required, in which case such express provisions will govern and control the decision of such question. The members present at a duly organized meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum.

Sec. 2.8 Method of Voting.

Each member, will be entitled to one (1) vote on each matter submitted to a vote at a meeting of members, except to the extent that the voting rights of members are limited or denied by the Articles of Incorporation and except as otherwise provided in the Texas Business Corporation Act. A member may vote either in person or by proxy executed in writing by the member or by such member's duly authorized attorney-in-fact. No proxy will be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. A proxy will be revocable unless expressly provide therein to be irrevocable and unless otherwise made irrevocable by law, and in no event shall it remain irrevocable for more than eleven (11) months.

Sec. 2.9 Election of Executive Board members.

Executive Board members are to be elected by plurality vote.

EXECUTIVE BOARD AND BOARD OF DIRECTORS

Sec. 3.1 Management.

The business and affairs of the corporation are to be managed by the Executive Board, a President, two Vice-Presidents, a Secretary and a Treasurer who may exercise all such powers of the corporation, and do all such lawful acts and things as are not (by statute or by the Articles of Incorporation or by these Bylaws) directed or required to be exercised by, or done or reserved to, the members. The Corporation shall have a Board of Directors consisting of ten (10) members. The President, Vice-Presidents, a Secretary and Treasurer shall each be members. Five (5) members shall be appointed by the President from the list of U. S Grey Eagle pilot members -- one from each of the five (5) major pilot bases. The primary function of the five (5) members appointed to the Board of Directors is to advise the Executive board on matters of policy and to provide aid and assistance in pursuance of the nonprofit corporation's detailed affairs.

Sec. 3.2 Place of Meetings.

Meetings of the Executive Board or Board of Directors, regular or special, may be held either within or without the State of Texas.

Sec. 3.3 Regular Meeting; Notice.

Regular meetings of the Executive Board are to be held without notice immediately following the annual meeting of members and at the same place unless (by unanimous consent of the directors then elected and serving) such time or place is changed.

Sec. 3.4 Special Meetings; Notice.

Special meetings of the Executive Board or Board of Directors may be called by the President on three days' notice to each director either personally or by mail or telegram. Special meetings shall be called by the President or Secretary in like manner and on like notice in response to the written request of any three (3) officers. Neither the business to be transacted at, nor the purpose of, any special meeting of the Executive Board or Board of Directors need be specified in the notice or waiver of notice of such meeting unless required by these Bylaws. Attendance of an officer or director at a meeting will constitute a waiver of notice of such meeting except where a officer or director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Sec. 3.5 Quorum; Majority Vote.

A majority of the number of officers fixed by these Bylaws or, any number not less than three (3) will constitute a quorum for the transaction of business. The act of the majority of the officers present at a meeting at which a quorum is present will be the act of the Executive Board or Board of Directors unless the act of a greater number is required by the Articles of Incorporation or these Bylaws. If a quorum is not present at a meeting of the Executive Board or Board of Directors, the officers present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. An officer may vote in person executed in writing by the officer.

Sec. 3.6 Number; Qualification; Election; Term.

The Board of Directors will consist of ten (10) directors (the corporation must have at least three directors.) The President, Vice-Presidents, Secretary and Treasurer shall each be members. Five members shall be appointed by the President from the list of the corporation's pilot members - one from each of the five major pilot bases. The remaining officers are to be elected at the annual meeting of members except as hereafter provided. Unless removed in accordance with the provisions of these Bylaws, each officer will hold office for the term for which such officer is elected and until such officer's successor has been elected and qualified.

Sec. 3.7 Change in Number.

The number of officers may be increased or decreased (provided that there must always be at least three (3) officers) by amendment of these Bylaws, but no decrease may have the effect of shortening the term of any incumbent officer.

Sec. 3.8 Removal

Any or all of the Executive Board or any or all of the Directors may be removed either with or without cause by four (4) of the Executive Board members at any special or annual meeting of Executive Board members by the affirmative vote of a majority of the members present in person or by proxy at such meeting if notice of intention to act upon such matter has been given in the notice calling such meeting.

Sec. 3.9 Vacancies.

Any vacancy occurring in the Board of Directors (by death, resignation, removal, or otherwise) may be filled by the affirmative vote of a majority of the remaining Executive officers though less than a quorum of the Executive Board. A director elected to fill a vacancy is to be elected for the unexpired term of such director's predecessor in office.

Sec. 3.10 Procedure.

The Executive Board and the Board of Directors shall keep regular minutes of its proceedings. The minutes are to be placed in the minute book of the corporation.

Sec. 3.11 Compensation.

By resolution of the Executive Board, the officers and directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors. Members of the standing committees may, by resolution of the Executive Board be reimbursed for their expenses for attending committee meetings.

Sec. 3.12 Action Without Meeting.

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Executive board or Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Executive Board. such consent will have the same force and effect as a unanimous vote at a meeting. Any such signed consent, or a signed copy thereof, is to be placed in the minute book of the corporation. Further, but subject to the provisions required or permitted for notice of meetings, the Executive Board may participate in and hold a meeting of such members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision will constitute presence in person at such meeting except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

OFFICERS

Sec. 4.1 Number and Qualification.

The officers of the corporation shall consist of a President, one or more Vice-Presidents, a Secretary and a Treasurer, to be elected by the membership at the annual convention, and shall hold office from January 1st. to December 31st., or until their successor takes office. The corporation may also have such other officers; including additional vice-presidents and agents as the Executive Board may deem necessary, each of whom may be elected by the Board at any meeting. Any two or more offices may be held by the same person, except the office of President and Secretary. A committee duly designated may perform the functions of any officer and the functions of any two or more officers may be performed by a single committee, including the functions of President and Secretary. No officer or agent need be a director, or a resident of the State of Texas.

Sec. 4.2 Term and Compensation.

Unless otherwise specified by the Executive Board at the time of election or appointment or in an employment contract approved by the Executive Board, each officer's and agent's term is to end at the first meeting of the Executive Board held after the beginning of the calendar year, and in no event is such term to exceed three years. Such officer or agent shall serve until the end of such person's term or, if earlier, such person's death, resignation, or removal.

Sec. 4.3 Removal; Vacancies.

Any officer or agent elected or appointed by the Executive Board may be removed by the Executive Board whenever in its judgment the best interests of the corporation will be served thereby, but such removal will be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent will not of itself create contract rights. Any vacancy occurring in any office of the corporation (by death, resignation, removal, or otherwise) may be filled by the Executive Board.

Sec. 4.4 Authority.

All officers and agents of the corporation, as between themselves and the corporation, will have such authority and perform such duties in the management of the corporation as may be provided in these Bylaws or as may be determined by resolution of the Executive board not inconsistent with these Bylaws.

Sec. 4.5 President.

The President will be the Chief Executive Officer of the corporation; will preside at all meetings of the members and the Board of Directors, will have general and active management of the business and affairs of the corporation, and shall see that all orders and resolutions of the Board are carried into effect. The President shall exercise supervision over all the affairs of the nonprofit corporation; call all meeting of the Executive Board, or Board of Directors; and preside over such meeting. He shall be the presiding officer at all conventions. The President shall perform such other duties and have such other authority and powers as the Executive Board may from time to time prescribe.

Sec. 4.6 Vice-Presidents.

The Vice Presidents, in the order of their seniority unless otherwise determined by the Executive Board shall, in the absence or disability of the President, perform the duties of the President. The vice-presidents shall execute such duties as assigned to them by the president. They shall perform such other duties and have such other authority and powers as the Executive Board may from time to time delegate.

Sec. 4.7 Secretary.

The Secretary shall attend all meetings of the Executive Board and all meetings of the membership, and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose. The duties of the Secretary are; (1) To review for eligibility and act upon all applications for membership; (2) To keep a current roster of members and their addresses and to disseminate this information to the membership as directed by the Executive Board ; (3) To provide the Treasurer with current membership information; (4) To record and make available to the officers, the minutes of the Executive Board, Board of Directors, and Convention Annual Business meetings; and (5) To execute such other duties as may be assigned his office by the President. The Secretary shall give, or cause to be given, notice of all meetings of the members and special meetings of the Executive Board and Board of Directors. The Secretary shall keep in safe custody the seal of the corporation and, when authorized by the Executive Board or the Board of Directors, affix the same to any instrument requiring it. When so affixed, such seal is to be attested by the Secretary's signature or the signature of the Treasurer. The Secretary shall perform such other duties and have such other authority and power as the Board of Directors may from time to time delegate.

Sec. 4.8 Treasurer.

(a) The Treasurer will have custody of the corporate funds and securities and shall keep full and accurate records of receipts and disbursements of the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Executive Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Executive Board, taking proper vouchers for such disbursements, and shall render to the President and Board members, at the regular meetings of the Executive Board or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the corporation.

(b) The duties of the Treasurer are: The Treasurer shall keep and maintain adequate and correct books of account, in accordance with Generally Accepted Accounting Principles, showing the receipts and disbursements of the corporation, and an account of its cash and other assets, if any. Such books of account shall, at reasonable time, be open to inspection by any Member, Director, or Executive Board Member.

(c) The Treasurer shall deposit all monies of the corporation with such depositories as are designated by the Executive Board, and shall disburse funds as may be ordered by the Executive Board, and shall render to the President or the Executive Board upon request, statements of the financial condition of the corporation.

(d) The Treasurer shall prepare and mail annual dues notices and shall provide the President with delinquent dues information at quarterly intervals. The Treasurer shall keep a current alphabetical roster showing the names and addresses of members and widows and shall keep an alphabetical listing of deceased members.

He shall send each new member a "Welcome Aboard" letter, roster, membership card(s) (for member and wife), By-Laws, and a recent newsletter.

(e) The Treasurer shall prepare and file any and all Federal and/or State Tax forms when and if due.

(f) The Treasurer shall prepare Quarterly and Annual Financial Reports.

(g) The Treasurer shall submit all pertinent financial records of the Corporation to an outside independent CPA or CPA firm for an annual audit, unless such audit is specifically waived by the Executive Board.

(h) The Treasurer shall submit a current statement of accounts at each Convention.

(i) The Treasurer shall establish and maintain a Treasurer's station in the registration line at each Convention.

(j) The Treasurer shall prepare in conjunction with the Executive Board and the Convention Chairman, the annual proposed budget.

(k) The Treasurer shall, except for normal recurring budget items, obtain the written approval of the Executive board for any expenditure in excess of $1,500.00 (One Thousand Five Hundred Dollars.)

(l) The Treasurer shall, while handling The Grey Eagles' financial affairs, carry out such other duties as may be assigned to this office by the President.

The Treasurer shall perform such other duties and have such other authority and powers as the Executive Board may from time to time prescribe or as the President may from time to time delegate.

Sec. 4.9 Executive Board.

The officers of this corporation shall be: a president, two vice-presidents, a secretary and a treasurer. These officers shall constitute the Executive Board. The Executive Board shall have the power to transact the general business of the corporation, and shall arrange and control its current affairs. The Executive Board shall incur no indebtedness beyond its existing funds.

Sec. 4.10 Board of Directors.

This corporation shall have a Board of Directors consisting of ten (10) members. The President, Vice Presidents, Secretary and Treasurer shall each be members. Five (5) members shall be appointed by the President from the list of pilot members, one from each of the five (5) major pilot bases. The primary function of the members appointed to the Board of Directors is to advise the Executive Board on matters of policy and to provide assistance in pursuance of the corporation's detailed affairs.

Sec. 4.11 Scribe.

Not constituting a part of the Executive Board or of the Board of Directors, the non-profit corporation also shall have an officer known as "Scribe". The duties of the scribe are: (1) to gather and disseminate personal data and lore of the non-profit corporation's members, (2) to render possible aid in the non-profit corporation's public relations program, and (3) to edit, or supervise the edition of the non-profit corporation's newsletter.

ARTICLE V

CERTIFICATES OF MEMBERSHIP

Sec. 5.1 Certificates.

The Corporation may issue certificates, or cards, or other instruments evidencing membership rights or voting rights.

Sec. 5.2 Lost, Stolen or Destroyed Certificates.

At the member's expense, the Corporation shall issue a new certificate, card, or other instrument in place of any membership certificate, card, or instrument previously issued if the member makes proof that the certificate, card, or instrument has been lost, mutilated or destroyed.

Sec 6.1 Objective

The purpose of the U.S. Grey Eagles is to maintain and continue the close friendships and associations of the members and to promote their general welfare, as well as to assist those active pilots who are approaching retirement in the problems related thereto.

Sec. 6.2 Membership and Dues

(a) Regular membership shall be limited to retired American Airlines pilots and to active American Airlines pilots over the age of fifty (50) years.

An active pilot is defined as one who is on the company payroll as a scheduled airline pilot.

A retired pilot is defined as one who flew as a scheduled airline pilot and who was on the payroll in such capacity at any time for American Airlines or any of its predecessor companies.

(b) In addition to regular membership, there shall be two additional categories: (a) Honorary Life Membership, and (b) Associate Membership. Not more than one Honorary Life Membership may be conferred each year. Not more than two Associate memberships may be conferred each year. Sponsors who nominate a candidate in either category shall do so in writing to the Secretary.

Prior to each Convention, the Executive Board shall act as a membership committee to consider, in order of the dated receipt by the Secretary, candidates for Honorary Life and/or Associate Membership.

The names of nominated candidates recommended by the membership committee for acceptance shall be presented for voting at the final business session of each convention. A two-thirds majority ballot vote by those present and voting shall be required for confirmation. Honorary Life Members and Associate Members are not required to pay dues.

(c) Applicants for membership shall pay an initiation fee of $100.00.

The annual dues of Active pilot members shall be $30.00 (active for any part of the year 1/1 - 12/31) effective September 11,1999 and of Retired Pilots $20.00 until age 80. Upon attaining age 80, any member will thereafter be carried as a non-dues paying member.

Annual dues shall be payable on and after January 1st. of each year. Unless by reason of extenuating circumstances, dues are paid by or during the convention of each year. The delinquent shall cease to be a member, his name shall be dropped from the roster and removed from all mailing lists.

As an option, any member who may desire, may prepay his dues for life on the following basis:

Sec. 6.3 Nominations and Elections.

(a) All candidates for office shall be nominated and elected as provided in this Article.

(b) The nominating committee shall consist of five (5) members: The three past Presidents available and two members at large, appointed by the incoming President. The immediate past President shall be Chairman of this committee.

The work of this committee shall continue until the next convention business meeting, at which time nominations for officers shall be presented to those present. Nominations for any office shall not be considered without the consent of the nominee. additional nominations may be made by any member present at the annual business meeting.

(c) Election shall be by ballot or by hand and shall be the last piece of business on the final day of the convention. A majority vote of those present and voting shall rule. members not attending a convention may execute a proper proxy, which shall be voted as instructed by the absent member.

(d) The offices of President, Vice Presidents, Secretary and the Treasurer shall be occupied only by retired members.

(e) Officers elected or re-elected at the annual Convention shall hold office from January 1st. to December 31st. This will give the out-going Officers an opportunity to clear up all unfinished business after the Convention, handing over a clean slate to the in-coming Board. Should an officer become unable to serve during his term of office, he shall be replaced by a vote of the Executive Board, and the replacement shall serve until the following December 31st.

(f) The voting body shall consist only of those regular members whose dues are paid.

Sec. 6.4 Conventions.

The non-profit corporation shall hold an annual convention. The place and dates of each convention may be designated by a majority vote of those present and voting at convention, or by a similar majority vote. The selection of a place and dates may be delegated to the Executive Board.

Sec. 6.5 Dissolution.

In the event of the dissolution of the non-profit corporation for any reason, any and all funds will be distributed to a qualified C-3 (IRS) non-profit charity to be designated by the Executive Board.

Sec. 7.1 Notice.

Whenever by statute, the Articles of Incorporation, or these Bylaws notice is required to be given to a director or member, and no provision is made as to how the notice is to be given, it is not to be construed to mean personal notice, but any notice may be given

(A) in writing, by mail, sufficient postage prepaid, addressed to the director or member at the address appearing on the books of the corporation, or (B) in any other method permitted by law. Any notice required or permitted to be given by mail will be deemed given at the time when the same is deposited in the United States mails. Whenever any notice is required to be given to a member or director of the corporation under the provisions of the Texas Business Corporation Act or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, will be equivalent to the giving of such notice.

Sec. 7.2 Tax Year and Seal.

The tax year of the corporation is to be fixed by resolution of the Board of Directors. The corporate seal (of which there may be one or more exemplars) will contain the name of the corporation and the name of the state of incorporation. The seal may be used by impressing it or reproducing a facsimile of it or otherwise.

Sec. 7.3 Checks and Notes; Books and Records.

All checks or demands for money and notes of the corporation are to be signed by such officer or officers or such other person or persons as the Executive Board may from time to time designate. The Corporation shall keep correct and complete books and records of account, shall keep minutes of the proceedings of its members, Executive Board, Board of Directors, and committees having any authority of the Executive Board, and shall keep at its registered office or principal place of business a record of its members giving the names and addresses of its members entitled to vote. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Sec. 7.4 Resignation.

Any director, officer, or agent may resign by giving written notice to the President or the Secretary. Any such resignation will become effective at the time specified therein or immediately if no time is specified therein. Unless otherwise so specified, the acceptance of such resignation will not be necessary to make it effective.

Sec. 7.5 Interested Officers, Directors, Executive Board Members, and

Members.

(A)If paragraph (B) below is satisfied, no contract or transaction between the corporation and any of its directors or officers (or any other corporation, partnership, association or other organization in which any of them directly or indirectly have a financial interest) shall be void or voidable solely because of this relationship or because of the presence or participation of such director or officer, or member at the meeting of the Board or committee authorizing such contract or transaction, or because such person's votes are counted for such purpose.

(B)Paragraph (A) above will apply only if:

(1)The contract or transaction is fair to the corporation as of the time it is authorized or ratified by the Board of Directors, a committee of the Board, or the members; or

(2)The material facts as to the relationship or interest of each such director or officer as to the contract or transaction are known or disclosed: (a) to the members entitled to vote thereon and they nevertheless in good faith authorize or ratify the contract or transaction by a majority of the members present, each such interested person to be counted for quorum and voting purposes; or (b) to the Board of Directors and it nevertheless in good faith authorizes or ratifies the contract or transaction by a majority of the disinterested directors present, each such interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote.

(C)The provisions contained in paragraphs (A) and (B) above may not be construed to invalidate a contract or transaction which would be valid in the absence of such provisions.

Sec. 7.6 Indemnification.

(A)The corporation shall indemnify, to the extent provided in the following paragraphs, any person who is or was a trustee, director, officer, agent, or employee of the corporation and any person who serves or served at the corporation's request as a trustee, director, officer, agent, employee, partner, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise. In the event the provisions of indemnification set forth below are more restrictive than the provision of indemnification allowed by Article 1396-2.22A of the Texas Non-profit Corporation Act (the "Act",) then such persons named above shall be indemnified to the full extent permitted by the Act as it may exist from time to time.

(B)In case of a threatened or pending suit, action, or proceeding (whether civil, criminal, administrative, or investigative,) against a person named in paragraph (A) above by reason of such person's holding a position named in such paragraph (A), the corporation shall indemnify such person, if such person satisfies the standard contained in paragraph (C), for amounts actually and reasonably incurred by such person in connection with the defense or settlement of the non-derivative suit as expenses (including court costs and attorneys; fees,) amounts paid in settlement, judgments, penalties (including excise and similar taxes,) and fines.

(C)A person named in paragraph (A) above will be indemnified only if it is determined in accordance with paragraph (D) below that such person:

(1)acted in good faith in the transaction which is the subject of the suit; and

(2)reasonably believed:

(a) if acting in his official capacity as director, officer, agent or employee of the corporation, that his conduct was in the best interests on the corporation; and

(b) in all other cases, that his conduct was not opposed to the best interests of the corporation; and

(3)in the case of any criminal proceeding had no reasonable cause to believe his conduct was unlawful.

The termination of a proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent will not, of itself, create a presumption that such person failed to satisfy the standard contained in this paragraph.

(D)A determination that the standard of paragraph (C) above has been satisfied must be made:

(1)by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; or

(2)if such quorum cannot be obtained, by a majority vote of a committee of the Board of Directors designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding; or

(3)by special legal counsel selected by the Board of Directors or a committee of the board by vote as set forth in subparagraphs (1) or (2) above, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors; or

(4)by the members in a vote that excludes the vote of directors who are named defendants or respondents in the proceeding.

(E)Determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified by subparagraph (D) (3) above for the selection of special legal counsel.

(F)The corporation may reimburse or pay in advance any reasonable expenses (including court costs and attorneys; fees) which may become subject to indemnification under paragraphs (A) through (G) above, but only in accordance with the provisions as stated in paragraph (D) above, and only after the person to receive the payment (i) signs a written affirmation of his good faith belief that he has met the standard of conduct necessary for indemnification under paragraph (C), and (ii) undertakes in writing to repay such advances if it is ultimately determined that such person is not entitled to indemnification by the corporation. The written undertaking required by this paragraph must be an unlimited general obligation of the person but need not be secured. it may be accepted without reference to financial ability to make repayment.

(G)The indemnification provided by paragraphs (A) through (E) above will not be exclusive of any other rights to which a person may be entitled by law, corporate bylaws, agreement, vote of members or disinterested directors, or otherwise.

(H)The indemnification and advance payment provided by paragraphs (A) through (F) above will continue as to a person who has ceased to hold a position named in paragraph (A) above and will inure to such person's heirs, executors, and administrators.

(I)The corporation may purchase and maintain insurance on behalf of any person who holds or has held any position named in paragraph (A) above against any liability incurred by such person in any such position, or arising out of such person's status as such, whether or not the corporation would have power to indemnify such person against such liability under paragraphs (A) through (F) above.

(J)Indemnification payments and advance payments made under paragraphs (A) through (I) above are to be reported in writing to the members of the corporation at the next notice or waiver of notice of annual meeting, or within twelve months, whichever is sooner.

Sec. 7.7 Financial Records and Annual Reports.

(A)The corporation shall maintain current true and accurate financial records with full and correct entries made with respect to all financial transactions of the corporation, including all income and expenditures, in accordance with generally accepted accounting practices.

(B)Based on these records, the Board of Directors shall annually prepare or approve a report of the financial activity of the corporation for the preceding year. The report must conform to

accounting standards as promulgated by the American Institute of Certified Public accountants and must include a statement of support, revenue, and expenses and changes in fund balances, a statement of functional expenses, and balance sheets for all funds.

(C)All records, books, and annual reports of the financial activity of the corporation shall be kept at the registered office or principal office of the corporation for at least three years after the closing of each fiscal year and shall be available to the public for inspection and copying there during normal business hours. The corporation charge for the reasonable expense of preparing a copy of a record or report.

Sec. 7.8 Construction.

Whenever the context so requires, the masculine will include the feminine and neuter, and the singular will include the plural, and conversely. If any portion of these Bylaws is determined invalid or inoperative, then, so far as is reasonable and possible, the remainder of these Bylaws is to be considered valid and operative, and effect is to be given to the intent manifested by the portion held invalid or inoperative. The table of contents and headings used in these Bylaws have been inserted for convenience only and do not constitute matters to be construed in interpretation.

Se. 7.9 Amendment of Bylaws.

The Bylaws may be altered, amended, or repealed at any meeting of the members at which a quorum is present or represented by the affirmative vote of a majority of the members present or represented at such meeting and entitled to vote thereat (provided that notice of the proposed alteration, amendment, or repeal is contained in the notice of such meeting;) provided, however, that the members may delegate such authority to the Executive Board. In the event the members so delegate such authority, these Bylaws may be altered, amended, or repealed at any meeting of the Executive Board at which a quorum is present by the affirmative vote of a majority of the officers at such meeting (provided that notice of the proposed alteration, amendment, or repeal is contained in the notice of such meeting.)

11/27/1990CMV msword5/bylawsge.doc & msword7/bylawsge.doc/Modified for Word7.0/Mar6,98CMV/Boarders are set at /top.8/bottom.6/left.5/right.75/end/ Font is Courier Regular, 12pt.

Information: These bylaws were changed when the Grey Eagles were incorporated as "The U.S. Grey Eagles, Inc. in 1990. And were approved by the Membership at the Annual Business Meeting in 1990. /Treasurer section & Dues/Initiation sec revised at DCA Annual business meeting 1999 Convention. Sept. 11, 1999 Registered owner and address changed Sept 25, 2000.

Secretary James T. Groves

Webmaster