Bylaws of the Naval Helicopter Association, Inc

Article XIII

Bylaws

Section 1. Effective Date of Bylaws: These Bylaws shall become effective immediately on their adoption. Amendments to these Bylaws shall become effective immediately on their adoption unless the Board or Members, in adopting them as hereinafter provided, stipulate that they are to become effective at a later date.

Section 2. Amendment: Subject to the limitations contained in the Articles of Incorporation of this 501 (c)(6) Corporation and to any other provisions of the law applicable to the amendment of bylaws of non-profit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:

(A) By Directors: Subject to the power of the members to change or repeal them, by vote of three-fourths (3/4) of Directors present at any special or regular meeting of Directors at which a quorum is present; provided that written notice of such meeting and of the intention to change the Bylaws thereat is delivered to each Director at least ten (10) days Prior to the date of such meeting, or by the written consent of all Directors without a meeting as provided in Article V of the Articles of Incorporation, provided that a Bylaw fixing or changing the number of Directors may not be adopted, amended, or repealed except as provided in paragraph (B) hereof.

(B) By Members: Any members may submit a recommendation for altering, amending, or repealing the Bylaws in accordance with Article III, Section 3.. Such recommendations will be acted on by the Directors or Trustees as outlined above.

Section 3. Indemnification: All serving Directors, Officers or employees of the Association shall not be held liable against all expenses and liabilities, including counsel fees, reasonably incurred, or imposed upon that party in connection with any proceeding to which that person becomes involved by reason of holding office or being employed by the Association except in such cases wherein the Director, Officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties.