RETIRED EASTERN PILOTS ASSOCIATION, INC.

BY-LAWS

Revised September 1, 2008
(revised portions underlined)

ARTICLE I
NAME

The name of this organization shall be RETIRED EASTERN PILOTS ASSOCIATION, INC. It may also be referred to in these BY-LAWS as REPA or REPA, Inc.

ARTICLE II
OBJECTIVE

SECTION 1. The RETIRED EASTERN PILOTS ASSOCIATION, INC. is a non-profit organization, its objective strictly being to maintain and continue the close friendships and associations of the members, to promote their general welfare and to assist them with their problems related to retirement. The RETIRED EASTERN PILOTS ASSOCIATION, INC. shall remain financially and adminis¬tratively independent.

SECTION 2. The Retired Pilot's Creed, as it appears below, shall be the Official
Creed of this Association.

THE RETIRED PILOT'S CREED

The retired Pilot, though denied the privilege of exercising his considerable skills, still thinks of himself as a pilot.
He never forgets that his opinions, regardless of to whom expressed, continue to carry enormous weight.
When asked for it, he allows younger men who are still active in his beloved profession, to benefit from his sage advice.
He conducts his personal life in a manner, which reflects the most favorable impression for his craft in the eyes of the public, whom he served so diligently.
He is loyal to his fellow aviators, his Company, his profession, his Country and his God.
He is ever thankful that he was afforded the opportunity to perform among peers of the highest quality.
He gazes upon his folded wings with sadness mixed with great pride.A retired pilot

ARTICLE III
MEMBERSHIP AND DUES

SECTION 1. Membership in this Association shall consist of REGULAR MEMBERS, AFFILIATE MEMBERS and HONORARY LIFETIME MEMBERS.

A. REGULAR MEMBERS are Eastern Air Lines pilots who
were employed by Eastern prior to March 4, 1989.

B. AFFILIATE MEMBERS are as follows:

1. Widows of deceased REGULAR MEMBERS of REPA, Inc.

2. Retired Eastern Air Lines employees other than pilots and other persons who by association or interests are deemed suitable for mem¬bership. Nominations for Affiliate membership may be submitted by Regular Members to the Executive Board who, in their discretion, may approve or disapprove such nominee.

C. HONORARY LIFETIME MEMBERS. The Executive Board, at its discretion, may grant one Honorary Lifetime membership annually. Names for consideration for Honorary Lifetime membership must be submitted in writing to the Executive Board not later than six months prior to the Annual Convention. The Executive Board, may at its discretion, recommend to the attending Members in good standing, the removal at the next Convention Business Meeting, of anyone subsequently found to be undeserving of this highest honor. Additionally any Member in good standing wishing to remove an Honorary Member may submit a Resolution, in writing and not later than three months before, for inclusion in the Agenda for the next Convention Business Meeting.

D. Any person or entity may, for twenty-five ($25.00) dollars per year, purchase an annual subscription to the REPArtee. This subscription is subject to the approval by the Editor of REPArtee.

SECTION 2. DUES

A. Annual dues amount to be determined by the Executive Board and approved by the Regular Members in good standing at the Convention Business Meeting.

B. Regular Members dues shall be forty ($40.00) dollars annually, payable on January 1st of each year.

C. Affiliate Members shall be thirty-five ($35.00) dollars annually, payable on January 1st of each year.

D. Honorary Lifetime Members and widows are not required to pay dues.

E. Any Member not paying his current year Dues by July 1st shall be placed in “Bad Standing”. He shall continue to receive all publications mailed in that year but cannot vote at the Convention Business Meeting. If the current year Dues are not paid by December 31st of the current year then he shall be placed in “Inactive Status” and will not receive any REPA publications until all back Dues are paid.

ARTICLE IV
OFFICERS AND DIRECTORS

SECTION 1. The Officers and Directors of REPA shall be:

President and Director
Vice-President/President-elect and Director
Secretary and Director
Treasurer and Director
REPA Editor and Director
Convention Chairman and Director
Director

A. The responsibilities of Directors shall be as set forth in Florida incor¬poration law and these Articles of Incorporation.

B. The President shall preside at REPA, Executive Board and annual Convention Meetings; shall appoint Standing and Special committees as are deemed necessary to carry on the work of the organization and shall be an Ex Officio member of all committees with the exception of the Nominating Committee.

C. The Vice-President/President-elect shall perform the duties of the President in his absence or inability to serve and shall execute such other duties as assigned by the President. The Vice-President/President-elect will normally succeed to the office of President. The Vice-President/President-elect shall guide and assist the Director in the management of the REPA Cash Sales.

D. The Secretary shall record the minutes of the Executive Board meetings, the Annual Convention Business Meeting and other meetings at which he is in attendance and perform such other duties as may be assigned by the President.

E. The Treasurer shall conduct the financial affairs of REPA, submit a full
financial report to the Annual Convention, submit interim reports to the Executive Board as requested; keep a current roster of all REPA members together with their addresses and perform such other duties as may be assigned by the President.

F. The Editor shall publish the official organ of the Retired Eastern Pilots
Association, REPArtee two times yearly and a ROSTER of Members biennially. In addition, the Editor may publish any publication authorized by REPA.

G. The Convention Chairman shall, in consultation with the Executive Board and other necessary parties, have responsibility for the planning and implementation of the Annual Convention, assume the chairmanship of the Convention Committee and perform such other duties as may be assigned by the President.

H. The Director shall execute such duties as may be assigned by the President. The Director, with the guidance and assistance of the Vice-President/President-elect, shall manage the REPA Cash Sales.

ARTICLE V
NOMINATIONS AND ELECTIONS

SECTION 1. The Nominating Committee shall consist of the last three Past Presidents. The Past President who has been out of office longest shall be Chairman of the Nominating Committee.

A. Should a member of the Nominating Committee vacate his position due to illness, death or personal reasons, then this vacancy or vacancies shall be filled by appointment by the Executive Board.

SECTION 2. The Nominating Committee shall compile a list of candidates for the Officer position (s) that will be open. From this list the Executive Board will select a slate of nominees consisting of one candidate for each Office to be filled. The nominee (s) will then be presented to the Membership for election at the annual Convention. Additional nominations may be made from the floor, but no nomination may be considered without the prior consent of the nominee. As the Vice-President/President-elect will normally succeed to the Presidency, officers eligible for nomination and election are as follows: Vice-President/President-elect, Secretary, Treasurer, Convention Chairman, REPA Editor and an additional Director, making a total of seven Corporate Directors. All Officers and Directors shall be Regular Members of REPA as defined in Article III, Section 1 A.

SECTION 3. The list of candidates for office as selected by the Executive Board must be published in the last REPA publication prior to the Annual Convention.

SECTION 4. The election of Officers and Directors shall be the last order of the Business Meeting of the Convention. A majority vote of the Regular Members in Good Standing present and voting shall rule.

SECTION 5. Officers and Directors shall assume their duties on January 1st following their election with the exception of the Secretary and Treasurer. The terms of office of the incumbent Secretary and Treasurer shall end on January 1st or thirty (30) days after the last day of the Annual Convention, whichever comes later. Their respective successors shall begin their term at that time. Officers and Directors shall remain in office until the expiration of their term or until their successors have been elected.

SECTION 6. Officers or Director vacancies that may occur after election at the Convention shall be filled by Executive Board appointment for the remainder of the term vacated.

ARTICLE VI
CONVENTION

SECTION 1. REPA shall hold an Annual Convention, the time and place to be announced by the Executive Board.

SECTION 2. Proposed agenda items for the Convention must be submitted in writing to the Executive Board at least two weeks prior to the Convention date. Any proposed agenda item not meeting the two week restriction or not receiving Executive Board approval may be placed on the agenda by a two-thirds majority vote of the Regular Members in good standing present and voting at the Convention.

SECTION 3. The voting body of the Convention shall be limited to Regular Members in good standing.

SECTION 4. The Regular Members in good standing, present and voting, shall constitute a quorum.

SECTION 5. “Members in good standing” shall be defined as any member whose dues are not more than 90 days delinquent.

ARTICLE VII
EXECUTIVE BOARD

SECTION 1. The elected Officers and Directors shall constitute the Executive Board.

SECTION 2. The Executive Board, in harmony with these By-Laws and the Articles of Incorporation, shall have general supervision of the affairs of REPA between conventions; shall approve all committee plans of action and shall incur no indebtedness beyond existing funds on hand.

SECTION 3. Meetings of the Executive Board shall be called by the President or, upon written request to the Secretary, by four members of the Board.

SECTION 4. A majority of the Executive Board shall constitute a quorum.

SECTION 5. If a Board Member determines that he is unable to attend a meeting of the Executive Board then he is allowed to name another Board Member as his Proxy. This Proxy shall be in writing and signed by the Member giving the Proxy. No member may hold more than one (1) Proxy. The President, or in his absence, the Acting President shall resolve any Proxy disputes that may arise.”

ARTICLE VIII
COMMITTEES

SECTION 1. CONVENTION COMMITTEE - The Convention Committee shall be composed of the Convention Committee Chairman, the current President and the incoming President. The Convention Chairman shall, in consultation with the President, make all necessary preparations and arrangements for the ensuing Convention. In the event of a vacancy on the Committee, such vacancy shall be filled for the remainder of the vacated term by Executive Board appointment.

SECTION 2. LIAISON COMMITTEE - A Liaison Committee shall be appointed by the President promptly after taking office. The Liaison Committee will be responsible for monitoring and maintaining contact with Eastern Air Lines, the Air Line Pilots Association and such other organizations whose operations may impact REPA

SECTION 3. MEMORIAL COMMITTEE - A Memorial Committee shall be ap¬pointed by the President promptly after taking office. The Chairman of the Memorial Committee will be charged with the responsibility of obtaining the names of Eastern Air Lines pilots who meet certain criteria and ascertaining that such names are added to the Bronze Memorial Plaque. Such listings shall include the names of the deceased pilots of all the corporate entities identified with Eastern Air Lines since Pitcairn Aviation. Only the names of those who were still employed, on leave-of-absence or were retired at the time of their demise will be listed. All Eastern Air Lines pilots who were listed on the first seniority list dated December 31, 1932 shall be included. All Eastern Air Lines pilots who flew Fords or 100% fabric type aircraft shall also be included. No pilot hired by Eastern Air Lines after March 4, 1989 shall be eligible to have his/her name added to the Bronze Memorial Plaque.

SECTION 4. OTHER COMMITTEES - The President shall appoint such other committees, standing or special, as he or the Executive Board shall deem advisable or necessary for the welfare and efficient operation of REPA. The President shall be an ex officio member of all committees except the Nominating Committee.

ARTICLE IX
INDEMNIFICATION

SECTION 1. REPA, Inc. shall indemnify and hold harmless all REPA Officers, Directors and appointees from and against any and all obligations, liabilities and expenses arising from and in the course of the performance of their assigned duties.

SECTION 2. The Treasurer, for his own protection, shall be bonded by a reputable bonding company.

ARTICLE X
DISSOLUTION

SECTION 1. A motion to dissolve the Retired Eastern Pilots Association, Inc. shall only be placed on the agenda of the Annual Convention by a majority vote of the Executive Board or by the submission of a petition to the Convention containing the signatures of one (100) hundred Regular Members in good standing. Dissolution shall then require a two-thirds majority vote of those Regular Members in good standing, present and voting, constituting a quorum.

SECTION 2. In the event of dissolution, any REPA, Inc. assets remaining after all obligations are resolved shall be disposed of in accordance with Article VII of the Retired Eastern Pilots Association Articles of Incorporation.

ARTICLE XI
PARLIAMENTARY PROCEDURE

Roberts rules of Order, as revised, or its successor document, if any, shall be the official reference for the disposition of any procedural questions, which may arise at the Annual Convention.

ARTICLE XII
AMENDMENT OF BY-LAWS

These By-Laws may be amended in accordance with the procedures set forth in Article X of the Articles of Incorporation; by a two-thirds majority vote of the Regular Members in good standing, present and voting at the Annual Convention, or by resolution and majority vote of the Executive Board.

ARTICLE XIII
RECORDS

REPA, Inc. shall maintain appropriate books and records and shall keep minutes of all Executive Board and Annual Convention meetings; said records and minutes to be available at the offices of the corporation or at such other place as may be designated from time to time. All such records and minutes may be inspected by any Regular Member in good standing, or his agent or attorney, upon reasonable notice and request.

ARTICLE XIV
HALL OF FAME AWARD

The Retired Eastern Pilots Association, Inc., recognizing that among our Regular members are individuals who, by reason of their personal standards, character and their profes¬sional, civic and other achievements, have won the admiration and respect of their fellow pilots and associates, desires to acknowledge such individuals and confer upon them the REPA HALL OF FAME AWARD. The selection of such individuals shall be the responsibility of the Executive Board, in consultation with others and the Award shall be made at the next Annual Convention following such selection. It is the intent of this Article that, to the extent possible, this award be made during the lifetime of the individual selected.