BY-LAWS OF CHINA WORLD HELICOPTER ASSOCIATION (CWHA) ARTICLE 1 Denomination Section 1.01. The organization is named China World Helicopter Association and has the abbreviation “CWHA“. ARTICLE 2 Objective Section 2.01. Promote the helicopter service industry in China through the annual conference, specialized committees and proposed Shanghai Helicopter Center (SHC), jointly with Peoples’ Government and Air Authorities with open sky policy for helicopters in China. ARTICLE 3 Offices Section 3.01. CWHA shall have Beijing Office in care of ALL-CHINA FEDERATION OF INDUSTRY & COMMERCE at 15-1-402 Jin Rong Jie, Feng Hui Yuan, Beijing 100032 P.R.China Section 3.02 CWHA shall have Tokyo Office in care of JAPAN-CHINA ECONOMIC COMMITTEE (JCE) at Harumi 1-6-1106 Chuo-ku, Tokyo 104 JAPAN for internal arrangements and co-ordinations in P.R.China Section 3.03 CWHA shall have ITC-Leasing, Inc. at Kanaya Bldg 5fl., 4-11-3, Hatchobori Chuo-ku, Tokyo 104-0032 Japan as to assist, manage and co-ordinate the works and activities of CWHA outside P.R.China as affiliated organization of Helicopter Association International (HAI) in Washington D.C., U.S.A. ARTICLE 4 Membership Section 4.01.Classes of Members. There shall be six (6) classes of members; such classes are hereinafter referred to as Regular, Honorary, Associate, Sustaining, Affiliate and Pilot/Mechanic Members. Section 4.02.Regular Members. Regular Membership in the Association shall be limited to: (a) Any operator of helicopters principally for commercial purposes, but not including government entities, or those whose principal business is the leasing of helicopters to others. Operators who are Regular Members under this subparagraph (a) shall be subclassified as Regular Members Commercial. (b) Any operator of helicopters principally for private use or as a business aid. Operators who are Regular Members under this subparagraph (b) shall be subclassified as Regular Members Corporate Private. (c) Any province or municipal governmental agency or entity operating helicopters. Operators who are Regular Members under this subparagraph (c) shall be subclassified as Regular Members Government Service. The term "Regular Member" as used in these By-Laws shall be construed as reference to operators who are Members in the Association pursuant to subparagraph (a), (b) or (c) of this Section 4.2. "Operator" refers to any entity, which has control over, is responsible for, and operates one or more helicopters. Section 4.03. Honorary Members. Honorary membership in the Association shall be available only to an individual who has distinguished himself to a significant degree through efforts directed toward the advancement or improvement of the helicopter industry. Nominations for Honorary Membership shall be presented to the Chairman of the Board, who shall then submit the nominations to the Board of Directors for approval. Such approval must be given unanimously to permit the award of Honorary Membership to any nominee. The Board of Directors shall exercise the greatest discretion in granting such approval and shall not approve any nominee without insuring that substantial justification exists for the award of this honor. No more than two (2) Honorary Memberships may be awarded per year. All past Chairmen of the Association shall become Honorary Members of the Association upon expiration of their terms of office. Section 4.04.Associate Members. Associate Membership in the Association shall be limited to any person, partnership, corporation, or other business entity, or government agency, which is: (a) A prime airframe, rotor or engine manufacturer directly engaged in the manufacture or development of helicopters, rotors, helicopter equipment or engines for helicopters, and offering a certified product to the industry; or, (b) A supplier or service group providing supplies or services for helicopter operators; or, (c) A manufacturer of equipment integral to non helicopter flight operations, including airframes, engines and parts; or, (d) Otherwise active or involved in support of the helicopter industry Section 4.05. Sustaining Members. Sustaining Membership in the Association shall be available to any individual interested in following the events of the helicopter industry, provided such individual is not an officer, director or employee of a firm that would qualify for Regular or Associate Member classification. A Sustaining Membership shall not entitle the holder to any Corporation services nor to the privileges of Regular or Associate Membership. Section 4.06.Affiliate Members. Affiliate Membership in the Association shall be available to any organization, which may be determined by the Board of Directors to have interests similar to those of the Association. An Affiliate Membership shall not entitle the holder to any Corporation services nor to the privileges of Regular or Associate Membership. Section 4.07.Pilot/Mechanic Members. Pilot Membership and Mechanic Technician Membership in the Association shall be available to any licensed pilot or mechanic employed by a CWHA member organization. In addition, individuals employed by any government entity in the capacity of pilot/mechanic are also eligible for membership under this category. This membership shall not entitle the holder to the privileges of Regular, Associate or Affiliate Membership. Section 4.08.Student Members. Student Membership in the Association shall be available to any individual currently enrolled as a full or part-time student in flight training school, or a college or a university. This membership shall not entitle the holder to the privileges of Regular, Associate or Affiliate Membership. Section 4.09. Application for Membership. Application for any class of Membership shall be made to the Board of Directors on the form provided by the Association. Such application shall not be deemed received until it has been completed in all material respects and the remittance required has been paid to the Association. The Board of Directors may accept or reject such application based on the facts submitted. In the event of rejection, such application shall be considered by the Board of Directors. Upon consideration, a vote by the majority of the Board of Directors shall finally determine whether such application shall be accepted or rejected. Section 4.10. Designation of Official Representative. Each member not an individual member shall designate one person to act as official representative for the purpose of receiving correspondence and acting as an official contact between the member and the Association. Such official representative shall be designated in writing and shall be employed by the member as his principal occupation. In the event a dispute arises concerning the proper official representative of a member, the Board of Directors shall make the final determination. Section 4.11. Termination of Membership. (a) Any member may withdraw from the Association by giving notice to the Association, and any membership may be terminated by a majority vote of those in attendance at any annual meeting of members or at any special meeting of members called for that purpose, at which a quorum is present, or by a two-thirds (2/3) vote of the whole Board of Directors. (b) Any member who shall do any act which, in the judgment of the Board of Directors, is a willful violation or breach of the provisions of Articles of Incorporation and regulations made thereunder, or its Code of Ethics or which may be unethical or prejudicial to the purposes of the Association may be warned, suspended or expelled from membership by a two thirds (2/3) vote of the whole Board of Directors. (c) Membership may be terminated upon nonpayment of dues within ninety (90) days of due date. (d) Affiliate Membership may be terminated by the Board of Directors with or without cause. Section 4.12. Membership Dues. (a) Membership dues for each class of membership shall be in an amount set from time to time by the Board of Directors. Membership dues shall be for one year and shall be paid in Japanese Yen to the Association annually on or before the first day of the Association's fiscal year. Each applicant for membership, upon tender of the application, shall also tender membership dues for one year. If an applicant is accepted for membership, the dues tendered will be prorated and appropriate credit applied to the dues payable on or before the first day of the subsequent fiscal year. (b) Honorary Members are not required to pay any membership dues or registration fees, and subject to Section 4.11. herein,shall hold membership for life. (c) Affiliate Members are not required to pay membership dues. ARTICLE 5 Directors Section 5.01. Number of Directors. The number of Directors of the Association shall be five (5) unless by operation of this Section 5.1. a greater number is necessary to permit completion of a term of office. The Board of Directors will first be pointed by Chairman of Board of Directors. Section 5.02. Term of Office. The term of office as an elected Director shall commerce the first day of the fiscal year following his election and will serve out his normal term of two (2) years from the date of ineligibility. The Directors could be reappointed by the Chairman of Board of Directors. Section 5.03. Removal and Vacancies. A director may be removed by majority vote of the remaining directors. Any Director appointed to fill a vacancy on the Board of Directors shall hold office for the unexpired term of his predecessor. Eligibility requirement for a Director appointed to fill a vacancy under this Section 5.3. shall be identical to those required of the Director whose unexpired term is to be filled. Section 5.04. Management. The business of the Association shall be managed by its Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things as are not by these By-laws directed or required to be exercised or done by the members. Section 5.05. Chairman of the Board. At its first meeting after each annual meeting of members, the Board of Directors shall elect a Chairman from among the Directors. The Chairman may participate and act in any meeting of the Board of Directors as Directors. Section 5.06. Committee Minutes. The committees shall keep regular minutes of their proceedings and forward such minutes to the President, who shall report the same to the Board of Directors. Article 6 Notices Section 6.01. Notice. Notices to directors and members mailed to them at their addresses appearing on the books of the Association shall be deemed to be given at the time when deposited in Japanese mail, postage prepaid. An affidavit of the Secretary or of the transfer agent of the Association that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Article 7 Officers Section 7.01. Election and Appointment. There shall be two classes of officers: elected and appointed. The elected officers of the Association shall be chosen by the Board of Directors at its first meeting after each annual meeting of members and shall be a Chairman of the Board, a Vice Chairman. Officers appointed by the Board of Directors shall be the President and the Secretary. The Board of Directors also may choose one or more Vice Presidents. Two or more offices may be held by the same person. Section 7.02. Other Officers. The Board of Directors may elect or appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Section 7.03. President. The President shall serve as Chief Operating Officer of the Association, shall have general and active management of the business of the Association and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute on behalf of the Association, and may affix or cause the seal to be affixed to, all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Association. He shall perform such additional duties and have such additional powers as the Board of Directors may from time to time prescribe. Section 7.04. Vice President. The Vice Presidents, if any, shall act under the direction of the president and in the absence or disability of the President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the President shall descend to the Vice Presidents in such specified order of seniority. Article 8 Meetings of Members Section 8.01. Time of Meeting. Meeting of members for the purpose of electing directions, making reports of the affairs of the Association and transacting such other business as may properly come before the meeting shall be held once a year. Section 8.02. Special Meetings. Special meetings of the members may be called by the Board of Directors or by the Chairman of the Board or a majority of the members entitled to vote at such meeting. Such call shall state the purpose or purposes of the proposed meeting.