Name: Twin Tiers Honor Flight - EIN: 45-5614866

BY-LAWS OF TWIN TIERS HONOR FLIGHT

A NOT-FOR-PROFIT ASSOCIATION

ARTICLE I ORGANIZATION

The name of the organization shall be Twin Tiers Honor Flight.

ARTICLE II PURPOSE

The following is the charitable purpose for which this organization has been organized: to
transport Americas Veterans to Washington, D.C. to visit those memorials dedicated to
honor their sacrifices without any cost to the Veterans.

ARTICLE III MEMBERSHIP

Membership in this organization shall be open to Board Members as outlined in Article VII.
The organization is open to volunteers who complete the volunteer application.

ARTICLE IV MEETINGS

Pursuant to the Honor Flight Networks Policies and Procedures dated 2/1/10, regular
meetings will be held at least bi-monthly.

Regular meetings of this organization shall be held at locations determined at the discretion
of the Board.

The Secretary (if any) or a Co-Director shall contact the Board of Directors to inform them
of the meeting time and place. In situations where the meetings are open to the Advisory
Board (if any) or volunteers, those individuals will be contacted by the secretary or co-
director to be informed of the time and the place of said meeting.

The presence of not less than 3 of the members, of which at least one must be a co-director,
shall constitute a quorum and shall be necessary to conduct the business of this
organization; a quorum as herein before set forth shall be required at any meeting.
Business may be conducted via electronic means such as conference calls, e-mail, and so
forth.

Special meetings of this organization may be called by the co-director(s) when in the best
interest of the organization. Notices of such meeting shall be given to the Board members
as soon as practically possible. Such notice shall state the reasons that such meeting has
been called, the business to be transacted at such meeting and by whom it was called.

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 Name: Twin Tiers Honor Flight - EIN: 45-5614866
Meeting minutes are to be written and available for review by HFN Headquarters, the IRS
and large charitable campaigns interested in lending financial support upon request.

ARTICLE V VOTING

At all meetings, all votes shall be by voice.

ARTICLE VI ORDER OF BUSINESS

1. Roll Call
2. Reading of the Minutes of the preceding meeting
3. Reports of Officers
4. Reports of Committees
5. Old and Unfinished Business
6. New Business
7. Adjournments

ARTICLE VII BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors consisting of at

least 5 members, together with the officers of this organization. At least one of the directors
elected shall be a resident of the State of New York and a citizen of the United States.

The Board of Directors shall have the control and management of the affairs and business
of this organization. Such Board of Directors shall only act in the name of the organization
when it shall be regularly convened by its co-director(s) after due notice to all the directors
of such meeting.

Meetings of the Board of Directors shall be held regularly on a date agreed upon by a
majority of the Directors. Each director shall have one vote and such voting may be done by
Proxy or by an absentee ballot. The Board of Directors may make such rules and
regulations covering its meetings as it may in its discretion determine necessary.

Vacancies in the Board of Directors shall be filled by nominations and vote of the Board of
Directors.

The Board of Directors may select from one of their members a Secretary.

A director may be removed when sufficient cause exists for such removal. The Board of
Directors may entertain charges against any director. A director may be represented by
counsel upon any removal hearing. The Board of Directors shall adopt such rules for this
hearing as it may in its discretion consider necessary for the best interests of the
organization.

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Name: Twin Tiers Honor Flight - EIN: 45-5614866
ARTICLE VIII OFFICERS

The initial officers of the organization shall be as follows:

Director: Nancy Kane

Treasurer: Jeff Deneen
Additional Board Members: John Fracchia, Tim Sullivan

The Director or Co-director(s) shall share equally in the duties of the organization.
(S)he/they shall have such powers as may be reasonably construed as belonging to the
chief executive of any organization. (S)he/they shall preside at all membership meetings.
She/they shall present at each meeting of the organization. (S)he/they shall appoint all
committees, temporary or permanent. (S)he/they shall see all books, reports and
certificates required by law are properly kept or filed. (S)he/they shall be one of the officers
who may sign the checks or drafts of the organization. (S)he/they shall have such powers
as may be reasonably construed as belonging to the chief executive of any organization.

The Director or Co-director(s) shall keep the minutes and records of the organization in
appropriate books. It shall be her/their duty to file any certificate required by any statute,
federal or state. (S)he/they shall give and serve all notices to members of this organization,
except where notice is given by the director or co-director(s). (S)he/they shall be the official
custodian of the records and seal of this organization. (S)he/they may be one of the officers
required to sign the checks and drafts of the organization. (S)he/they shall present to the
membership at any meetings any communication addressed to Twin Tiers Honor Flight.
(S)he/they shall submit to the Board of Directors any communications that shall be
addressed to her/them as representatives of the organization. (S)he/they shall attend to all
correspondence of the organization and shall exercise all duties incident to their office.

The Treasurer shall have the care and custody of all monies belonging to the organization
and shall be solely responsible for such monies or securities of the organization and shall
prepare all necessary annual and quarterly tax documents. (S)he shall cause to be
deposited in a regular business bank or trust company a sum not exceeding $99,000 and
the balance of the funds of the organization shall be deposited in a savings bank except
that the Board of Directors may cause such funds to be invested in such investments as
shall be legal for a non-profit corporation in this state. (S)he may be one of the officers who
shall sign checks or drafts of the organization. No special fund may be set aside that shall
make it unnecessary for the Treasurer to sign the checks issued upon it. (S)He shall render
at stated periods as the Board of Directors shall determine a written account of the
finances of the organization and such report shall be physically affixed to the minutes of
the Board of Directors of such meeting. (S)he shall prepare copies of all tax filings for
review by the Board of Directors. (S)he shall exercise all duties incident to the office of
Treasurer.

Officers shall by virtue of their office be members of the Board of Directors.

No officer shall for reason of his office be entitled to receive any salary or compensation, but
nothing herein shall be construed to prevent an officer or director for receiving any
compensation from the organization for duties other than as a director or officer.
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Name: Twin Tiers Honor Flight - EIN: 45-5614866

ARTICLE IX SALARIES

The Board of Directors shall not receive compensation.

ARTICLE X COMMITTEES

All committees of this organization shall be appointed by one or both of the Co-directors.
As most committees will be staffed by volunteers, there will not be permanent committees
or permanent committee members.

ARTICLE XI DUES

There will not be dues payable.

ARTICLE XII AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by a majority vote of the
Board of Directors, so long as a quorum is present.

ARTICLE XIII DIVERSITY

Twin Tiers Honor Flight does not discriminate on the basis of race, ethnicity, gender,
socioeconomic class, age, sexual orientation, gender expression, religion, physical ability, or
job and life circumstance.

ARTICLE XIV INDEMNIFICATION

The corporation shall, to the extent legally permissible, indemnify each person who may
serve or who has served at any time as an officer, director, or volunteer of the corporation
against all expenses and liabilities, including, without limitation, counsel fees, judgments,
fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed
upon such person in connection with any threatened, pending or completed action, suit or
proceeding in which he or she may become involved by reason of his or her service in such
capacity; provided that no indemnification shall be provided for any such person with
respect to any matters to which he or she shall have been finally adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that such action was in
the best interests of the corporation; and further provided that any compromise or
settlement payment shall be approved by a majority vote of a quorum of directors who are
not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors
and administrators of persons entitled to indemnification hereunder. The right of
indemnification under this Article shall be in addition to and not exclusive of all other
rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of
an indemnified person under this Article shall apply to such person with respect to those
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 Name: Twin Tiers Honor Flight - EIN: 45-5614866
acts or omissions which occurred at any time prior to such amendment or repeal, unless
such amendment or repeal was voted by or was made with the written consent of such
indemnified person.

This Article constitutes a contract between the corporation and the indemnified officers,
directors, and volunteers. No amendment or repeal of the provisions of this Article which
adversely affects the right of an indemnified officer, director, or volunteer under this Article
shall apply to such officer, director, or volunteer with respect to those acts or omissions
which occurred at any time prior to such amendment or repeal.

ARTICLE XIV DISSOLUTION

The Board of Directors will have sole voting authority on the issue of dissolution.
Dissolution can only occur by a majority vote of the Board of Directors. Upon dissolution,
non-monetary assets will be distributed in accordance with nonprofit best practices, at the
discretion of the Board of Directors. Remaining funds at dissolution will be turned over to
the charitable organization, Honor Flight Network, in Springfield, OH pursuant to the
Policies and Procedures of the Honor Flight Network dated 2/1/2010.

Twin Tiers Honor Flight

Date of Adoption: July 30, 2012

Revised: May 24, 2014

In witness whereof, we have hereunto subscribed our names this day of June 4, 2014.

Nancy Kane

John Fracchia