Bylaws of Six4aSix, Inc.
A Delaware Corporation

ARTICLE I - PURPOSE

The purpose of this Group shall be to provide its members a convenient means for flying at the most economical rates.

ARTICLE II -DEFINITIONS OF SHAREHOLDER/MEMBER

1. A member is a Shareholder. However, a shareholder who owns multiple shares shall be a single member for voting purposes, and for purposes of determining his dues. All members must hold a private pilot’s certificate. In the event the Group approves a sale of a share to an entity who is not a person, then that entity shall designate one person (who must be a licensed pilot) as the member. That designation may not change without the approval of a super majority (2/3) of the members in good standing.

2. A member “in good standing” is a member who is not delinquent (as that term is defined in Article XV, Section 3 of these bylaws). Notwithstanding any language to the contrary in these bylaws, a member who is not a “member in good standing” shall not have the right (a) to vote at any meeting; (b) to be elected to the Board of Directors; (c) to exercise any duties of a director, officer, or member; or (d) to reserve, fly, operate, or exercise any control over any aircraft or other asset of the Group.

ARTICLE III - MEETINGS OF MEMBERS

1. All meetings of the members, except as herein otherwise provided, shall be held at a place to be determined by the President.

2. The annual meeting of the Group shall be held during the second week in February at such time as the Board of Directors shall determine.

3. Notice of the annual and monthly meetings to the members shall be given by various means including, but not limited to, the postal mail, electronic mail (e-mail), and/or facsimile, as provided to the Secretary by the member for that purpose. Members will be notified at least ten (10) days before such annual meeting.

4. Special meetings of the members may be held at such time and place as the President may determine, or may be called by a majority of the Directors, or by written petition of at least fifty-one percent (51%) of the members in good standing. It shall be the duty of the Secretary to call such meetings within thirty (30) days after such demand.

5. Notice of a special meeting of members, stating the time and in general terms the purpose thereof, shall be given in a like manner as the notice required for the regular annual meetings. The agenda of a special meeting shall be limited to items placed on its agenda by the Secretary at least ten (10) days prior to the meeting. The Secretary shall place items on the agenda as directed by the President, a majority of the Board, or one-third (1/3) of the members in good standing.

6. At any meeting of the members, a quorum shall consist of one-half (1/2) of the members who are in good standing. Absent a quorum, business cannot be conducted.

7. The President, or in his absence the Vice-President, or in the absence of the President and Vice-President, a Chairman elected by the members in good standing present (in person or by proxy) shall call the meeting of the members to order and shall act as the presiding officer thereof.

8. Except for Special Meetings (as noted in section 5 of this Article), meetings do not require an agenda, unless the matter to be voted upon is an amendment to the bylaws, or the sale, purchase, or lease of an asset of the Group with a value in excess of $2000. In that event, the Secretary, at the request of any member in good standing, shall place said matters on an agenda and provide notice of same to all members at least ten (10) days prior to the meeting.

9. At the annual meeting of the members, the members in good standing shall elect by ballot a Board of Directors as constituted by these bylaws.

10. At every meeting of the members, each member in good standing shall have only one vote (regardless of the number of shares owned - per Article II, Section 1). Votes cast by mail will be accepted provided the Secretary receives them at least two (2) days prior to the meeting when the vote is to be taken. Proxy votes in writing will be accepted. Voting on specific issues may be done via E-mail if said procedure is approved by a quorum of the members in good standing at a regular meeting or special meeting. The decision to conduct an E-mail vote must be announced at said regular or special meeting and the voting period must be open for at least ten (10) days. Members in good standing shall have the option of voting by regular US mail provided the votes are postmarked during the voting period and received by the Secretary within 48 hours of the end of the voting period.

11. A majority vote of the members in good standing present (in person or by proxy) is necessary for the adoption of any resolution and for the election of a member to the Board of Directors.

12. Parliamentary procedures will be followed and minutes will be kept at all meetings.

ARTICLE IV - DIRECTORS

1. The powers, business and property of the Group shall be exercised, conducted and controlled by Board of Directors of five (5) members.

2. Each Director shall be elected annually from the members in good standing at the annual meeting of the members.

3. In case of a vacancy in the Board, the remaining Directors shall fill such vacancy by appointment from the members in good standing. If two (2) or more vacancies occur at any one time, they shall be filled by vote of the members at a meeting duly called.

4. No later than one (1) week after each annual meeting of members, the newly elected Directors shall hold a meeting and organize by the election of a President, Vice-President, Secretary, Treasurer, Aircraft Maintenance Officer and Coordinator, Aircraft Safety and Training Coordinator, and transact any other business.

5. Regular meetings of the Board of Directors shall be called at a time and place to be determined by the President.

6. Special meetings of the Board of Directors shall be called at any time on the order of the President or on the order of two (2) Directors.

7. Notice of special meetings of the Board of Directors stating the time and, in general terms, the purpose shall be mailed or personally given to each Director not later than three (3) days before the day appointed for the meeting. If all Directors shall be present at any meeting, any business may be transacted without previous notice.

8. Three (3) Directors shall constitute a quorum of the Board at all meetings and the affirmative vote of at least three (3) Directors shall be necessary to pass any resolution or authorize any act of the Group.

9. Each member of the Board of Directors shall serve without any compensation or reward, except as otherwise provided in these bylaws.

10. The Board of Directors shall cause to be kept a complete record of all its acts and proceedings of its meetings and to present a full statement at the regular meeting of the members, showing in detail the condition of the affairs of the Group.

11. The Board of Directors may assign to any member in good standing any duty or office that the Board deems appropriate and necessary to the conduct of the Group and which is not otherwise expressly provided for in these bylaws.

12. The Board of Directors may engage salaried personnel from outside the Group membership to perform such services in behalf of the Group as the Board deems appropriate and necessary.

13. The Board of Directors shall have the power and authority to promulgate and enforce all rules and regulations pertaining to the use and operation of Group property and to do and perform, or cause to be done and performed, any and every act which the Group may lawfully do and perform.

ARTICLE V - OFFICERS

1. The Executive Office of the Group shall have a President, Vice President, Secretary, Treasurer, and Maintenance Officer.

2. The President, Vice President, Secretary, Treasurer, and Maintenance Officer shall be elected by the Board of Directors from their own number at the first meeting after organization of the corporation and thereafter at the first meeting after the regular annual meeting of the members and shall hold office for twelve (12) months and until their successors are elected and qualified.

3. The President, Vice President, Secretary, Treasurer, and Maintenance Officer shall serve without compensation or reward.

ARTICLE VI - PRESIDENT

1. The President shall be the Chief Executive Officer of the Group. He shall preside at all meetings of the Group and the Board of Directors and shall have, subject to the advice and control of the Directors, general charge of the business of the Group, and shall execute with the Secretary, in the name of the Group, all certificates of membership, contracts and instruments other than checks which have been first approved by the Board of Directors.

2. The President shall co-sign all checks executed in the name of the Group.

3. The President shall be responsible to the Board of Directors for the operation of the Group. He shall make and enforce decisions regarding the suitability of all equipment and the qualifications of all members for each type of flight operation. He shall recommend for approval to the Board of Directors all operational rules of the Group and shall report with recommendations all violation of such rules by any member of the Group.

ARTICLE VII - VICE-PRESIDENT

1. The Vice-President shall be vested with all the powers and shall perform the duties of the President in case of the absence or disability of the President.

2. The Vice-President shall also perform such duties connected with the operation of the Group as he may undertake at the suggestion of the President.

ARTICLE VIII - SECRETARY

1. The Secretary shall keep the minutes of all proceedings of the members and of the Board of Directors in books provided for that purpose. He shall attend to the giving and serving of notices of all meetings of the members and of the Board of Directors and otherwise. He shall keep a proper membership book showing the name of each member of the Group, the book of bylaws, the Group Seal, if any, and such other books and papers as the Board of Directors may direct. He shall execute with the President, in the name of the Group, all certificates of membership, contracts and instruments which have been first approved by the Board of Directors. In the absence or disability of the Treasurer and under the direction of the President he shall execute in the name of the Group checks for expenditures authorized by the Board of Directors.

2. The Secretary shall perform all duties incident to the Office of the Secretary, subject to the control of the Board of Directors.

3. The Secretary shall also perform such duties connected with the operation of the Group as he may undertake at the suggestion of the President.

ARTICLE IX - TREASURER

1. The Treasurer shall co-sign with the President, in the name of the Group, all checks for the expenditures authorized by the Board of Directors. He shall receive and deposit all funds of the Group in the bank selected by the Board of Directors, which funds shall be paid out only by check as herein before provided. He shall also account for all receipts, disbursements and balance on hand.

2. The Treasurer will provide a monthly report of the financial status of the Group to the Board of Directors and a quarterly report to every member.

3. The Treasurer will inform the President on the twentieth (20th) of each month if any members are delinquent and notify him when such delinquency plus any fines have been paid.

4. The Treasurer shall perform all duties incident to the Office of the Treasurer, subject to the control of the Board of Directors.

5. The Treasurer shall also perform such duties connected with the operation of the Group as he may undertake at the suggestion of the President.

ARTICLE X – AIRCRAFT MAINTENANCE OFFICER

1. The Aircraft Maintenance Officer shall serve as the representative to the Board of Directors for the Aircraft Maintenance Coordinators. He shall also be an Aircraft Maintenance Coordinator for one of The Group’s planes. He shall set up and supervise procedures for maintaining current information in the logbooks of The Group’s planes. He shall coordinate with the Treasurer the transfer of information from the logbooks to be used for billing information and the financial planning for maintenance, annuals and overhauls.

2. The Aircraft Maintenance Officer shall be responsible for maintaining the Group’s aircraft proper operating condition, by or under the supervision of a properly certified aircraft and power plant mechanic, and for obtaining all inspections, major overhauls and for compliance with all service bulletins for said aircraft.

ARTICLE XI - VACANCIES

If any Office, other than that of President, becomes vacant for any reason, the President shall appoint a member in good standing as an interim successor until such time as the Board of Directors shall elect a successor from the members in good standing who shall hold office for the remainder of the term. If the Office of President becomes vacant, the Vice President shall become President and the Board of Directors shall elect a new Vice President from the members in good standing.

ARTICLE XII - OTHER DUTIES

AIRCRAFT MAINTENANCE COORDINATOR

1. There shall be one Aircraft Maintenance Coordinator designated by the Board for each plane operated by the Group. The Aircraft Maintenance Coordinators shall be responsible for maintaining current information in the logbooks of the aircraft he is assigned to.

2. The Aircraft Maintenance Coordinators shall be responsible for maintaining the aircraft he is assigned to in proper operating condition, by or under the supervision of a properly certified aircraft and power plant mechanic, and for obtaining all inspections, major overhauls and for compliance with all service bulletins for said aircraft.

3. With respect to the aircraft he is assigned to, the Aircraft Maintenance Coordinator shall be responsible for all papers required to be carried in the aircraft and for the execution of all papers required upon the completion of inspections and major repairs.

4. The Aircraft Maintenance Coordinator shall serve without compensation or reward.

SAFETY COORDINATOR

1. Responsibilities to be determined by the Board of Directors.

2. The Aircraft Safety Coordinator shall serve without compensation or reward.

TRAINING COORDINATOR

1. Responsibilities to be determined by the Board of Directors.

2. The Training Coordinator shall serve without compensation or reward.

ARTICLE XIII - SAFETY BOARD

1. A Safety Board shall be designated by the Board of Directors for each aircraft accident involving either a member of the Group or any equipment belonging to the Group, providing such accident resulted in damage to equipment exceeding a sum of two hundred dollars ($200).

2. The Safety Board shall consist of no less than two (2) members of the Group who were not involved in the accident.

3. The Safety Board shall take all steps necessary to ascertain the facts, conditions and circumstances for the accident; shall arrive at conclusions regarding the probable cause and the responsibility for said accident; and shall make known to the Board of Directors, and to all parties involved in the accident, its findings in the form of a written report.

ARTICLE XIV - HEARINGS

1. The Board of Directors, upon receipt of the findings of the Safety Board shall offer to all parties involved in the accident the opportunity of a hearing. After the hearing, or if such hearing is waived by all the parties involved in the accident, the Board of Directors shall decide the financial responsibility. The decision of the Board of Directors shall be final.

2. The Board of Directors shall not impose financial responsibility on any one member in excess of the insurance deductible for any one (1) accident, unless the damage results from a violation which is not covered by insurance carried on the aircraft; then the party responsible for the damage shall be liable for the full amount. Recommendation of the Board should be approved by recorded vote of all Group members.

3. All financial obligations imposed on any member as a result of the decision of the Board of Directors shall be satisfied within thirty (30) days of written notice. Otherwise, in the case of a member, all unsatisfied monies may be deducted from the membership fee, the remainder of which shall be returned to the member with a cancellation of membership in the Group.

ARTICLE XV - MEMBERSHIP

1. New members may be admitted to the Group only after being approved by a Super Majority [two third’s (2/3's)] of the members in good standing. Membership shall be limited to six (6) in number for the first aircraft and not more than a total of ten (10) for each additional aircraft. It is recognized that there may be (due to a stock split) more shares of stock outstanding than the allowable number of members. Notwithstanding this fact, the members agree that the existence of a number of shares in excess of the above ratio does not require the admission of new members.

2. The Group shall issue to each member a certificate of membership on a form approved by the Board of Directors.

3. A member may withdraw from the Group upon notification to the Secretary in writing thirty (30) days in advance and said member may make withdrawal final within the next ninety (90) days without further notification provided that the withdrawing member has disposed of all shares in the assets of the Group to a new member acceptable to the Group. The Group shall have the first option to purchase the share of a member wishing to withdraw from the Group and the Group shall have thirty (30) days from the withdrawal notice to exercise this option.

4. A member may be expelled by a two-thirds (2/3) vote of the members voting at any regular or special meeting of the members. Ten (10) days notice shall be given to each member who shall have the right to be heard either in person or by counsel at a meeting of the Group called for this purpose. A member so expelled shall receive from the Group a sum equal to his share in the assets of the Group, less any monies, dues or fines owing to the Group. Asset value to be determined by NAAA appraisal solicited by the Club.

5. In the event of the death of a member, the Group shall have the first option to purchase from the estate the member's share in the assets of the Group. If a member wishes to name in his Will a beneficiary of his share in the assets of the Group, the named beneficiary must be acceptable to the Group.

ARTICLE XVI - MEMBER PAYMENTS

1. Dues. Each member shall be assessed monthly dues in the amount of Three Hundred and Twenty Dollars ($320.00), said dues to be payable on the first day of each month for the current month. The monthly dues may be changed from time to time at the discretion of the Board of Directors. The amount shall be sufficient to pay all fixed expenses on a monthly basis owed by The Group. Each member is responsible for monthly dues.

2. Hourly Aircraft Rate. The hourly aircraft rates shall be published by the Board of Directors, from time-to-time, as a separate Schedule and the most recent issue is herein incorporated in its entirety. Each Aircraft Maintenance Coordinator will notify the Treasurer on or before the last day of each month of the accumulated flight hours of each member for the plane he is assigned to, based on tachometer or hobbs readings for the month. Members will be responsible for paying in full at the beginning of each month for their accumulated hours from the previous month. Although the members will be invoiced by the Treasurer, it is the responsibility of each member to see that his monthly dues, his hourly aircraft charges, and other charges owing to The Group are paid when due. The hourly aircraft rate may be changed from time to time at the discretion of the Board of Directors.

3. Delinquency. Any member who has failed to pay the dues, hourly aircraft rate charges or any other sum due the Group or a third party as may be presented to the group for payment on the member’s behalf (including but not limited to: landing/hangar/parking/tie-down fees, fuel charges, O2 charging, jump starting, etc.) within fifteen (15) days after said sums shall be due Six4aSix, Inc., shall be automatically suspended from flying the Group aircraft. Any member who has failed to pay the dues, hourly aircraft rate charges or any other sum due the Group or a third party as may be presented to the group for payment on the member’s behalf (including but not limited to: landing / hangar / parking / tie-down fees, fuel charges, O2 charging, jump starting, etc.) within thirty (30) days after said sums shall be due Six4aSix, Inc. shall be considered a delinquent member and shall have all privileges of a member suspended as set forth in Article II, Section 2. A ten percent (10%) penalty of the delinquent amount shall be charged after one (1) month's delinquency unless the Board of Directors waives the penalty upon a showing of good cause by the member.

4. When a delinquent member fails to pay any sum owed to the Group, or, to make suitable arrangements with the Board for payment thereof within sixty (60) days of the due date (Note: whether to allow such an arrangement shall be at the sole discretion of the Board of Directors); the Board or a member in good standing may recommend to the members in good standing that the delinquent member be expelled from the Group.

ARTICLE XVII - GROUP FINANCES

1. No member may authorize expenditures or otherwise incur financial obligations in the name of the Group, except as expressly provided for in these bylaws or other regulations duly promulgated by the Group membership.

2. The Treasurer is authorized to expend Group funds in payment for all normal fixed costs of the Group and all operating costs not in excess of five hundred dollars ($500). The Treasurer must obtain approval from the Board of Directors for any unusual expenditure.

3. The Maintenance Coordinator may authorize work on Group aircraft in an amount up to five hundred dollars ($500) without seeking approval from the Board of Directors. The Maintenance Coordinator must consult with the Treasurer before authorizing any work to determine whether there are sufficient funds to pay for the work.

4. Individual members will be reimbursed for any personal expenditure not in excess of one hundred and fifty dollars ($150) when such expenditures are for repairs or maintenance to Group Aircraft necessary to safely complete a trip back to the Airport.

5. No member, officer, Director or any other individual shall obligate the Group to any purchase, repair, service or in any manner in an amount in excess of five thousand dollars ($5000) without the approval of a majority of the Group members.

ARTICLE XVIII - FLIGHT PROFICIENCY PROGRAM AND FLIGHT RULES

1. The Board of Directors shall develop, or cause to be developed, a Flight Proficiency Program applicable to all members. It will include, but not necessarily be limited to, periodic check rides with qualified flight instructors, minimum number of flight hours per month, minimum number of landings per month, and periodic refresher courses. The Flight Proficiency Program must be approved by a majority of the Group members.

2. The Board of Directors shall develop, or cause to be developed, a set of Flight Rules. The Flight Rules will take into consideration varying levels of members' experience and proficiency and the type of aircraft to be flown.

3. The Board of Directors shall develop, or cause to be developed, a set of Aircraft Scheduling Rules.

ARTICLE XIX - SURPLUS

The net savings or surplus remaining after all operating costs and other expenses have been paid shall remain in the Group's treasury for the purchase of new equipment, for engine overhauls, for contingencies or for the purpose of reducing the hourly rates for flying as shall be determined by the Board of Directors. The net savings in any event shall not be distributed to the members for their individual use.

ARTICLE XX - AMENDMENTS

1. These bylaws may be repealed or amended or new bylaws adopted at any meeting of the members called for that purpose or any regular meeting of the members by a two-thirds (2/3) majority vote of such members in good standing.

2. At any meeting of the members, a quorum shall consist of one-half (1/2) of the members who are in good standing.

END OF BYLAWS