Bylaws of AAAE Relief Foundation

BYLAWS OF AAAE RELIEF FOUNDATION
(A Non-Stock Corporation)

The name of this corporation shall be AAAE Relief Foundation (hereinafter referred to as the “Foundation”).

ARTICLE I - PURPOSE
The purposes for which the Foundation is formed is to provide basic relief and support to airport employees in areas impacted by natural disasters or other events causing widespread suffering and to engage in activities exclusively for charitable, religious, educational and scientific purposes, consistent with section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal tax laws)(the “Code”), as more particularly described in the Articles of Incorporation of the Foundation.

ARTICLE II - NONSTOCK CORPORATION
The Foundation shall have no authority to issue shares of stock.

ARTICLE III - MEMBERSHIP
The Foundation shall have no members. Accordingly, all authority which would otherwise be vested in, and may be exercised by, the members of a non-stock corporation under the laws of the Commonwealth of Virginia shall be vested in the Board of Directors of the Foundation acting as such. Nothing in these Bylaws shall be interpreted as requiring the Board of Directors to meet, vote or otherwise act separately as members of the Foundation in order to exercise powers which would, if there were members of the Foundation, be vested in the members.

ARTICLE IV - PROHIBITED ACTIVITIES
Section 1. At all times, and notwithstanding any merger, consolidation, reorganization, termination, dissolution or winding up of the Foundation (whether voluntary, involuntary or by operation of law), or any other provision hereof:

(a) No part of the assets or net earnings of the Foundation shall inure to the benefit of, or be distributable to, the Foundation's Directors, Officers, contributors, employees or any other persons, except that the Foundation shall have the authority to pay reasonable amounts for goods and services actually provided to or for the Foundation, to make payments and distributions in furtherance of the purposes set forth in Article I hereof and to distribute assets on dissolution in accordance with Article XII hereof.

(b) No loans shall be made by the Foundation to any Director, Officer, contributor or employee of the Foundation or any relative, spouse, sibling or child of such individual.

(d) The Foundation shall restrict any lobbying activities to an insubstantial part of its total activities.

(e) At no time shall the Foundation engage in any activities that are unlawful under the laws of the United States, the Commonwealth of Virginia or any other jurisdiction where any of its activities are conducted.

Section 2. Notwithstanding any other provision of these Bylaws or of the Articles of Incorporation of the Foundation, the Foundation shall not engage in or carry on any activities that would pose a substantial risk of preventing it at any time from qualifying and continuing to qualify as an organization described in section 501(c)(3) of the Code and exempt from federal taxation under section 501 of the Code.

ARTICLE V - BOARD OF DIRECTORS

Section 1. The governing authority of the Foundation shall be vested in the Board of Directors of the Foundation. The initial Board of Directors shall consist of twenty-six (26) members. The number of Directors may be increased or decreased, by a majority vote of the Board of Directors, to not less than three (3), as stipulated in the Articles of Incorporation, provided that such action shall not affect the tenure of office of any Director.

Section 2. All of the Directors shall be appointed by the Board of Directors of the American Association of Airport Executives (the “AAAE Board”), an Illinois not-for-profit corporation (“AAAE”). Unless otherwise determined by the AAAE Board, the members of the Board of Directors of the Foundation shall be the same individuals who are members of the AAAE Board. Any Director of the Foundation who is also a director or officer of AAAE, when acting as a Director of the Foundation, must scrupulously act independently and in the best interests of the Foundation without regard to whether such action is or is not in the best interest of AAAE. The term of each Director shall expire at the next annual meeting of Board of Directors. Vacancies in the Board of Directors occurring prior to an annual meeting shall be filled at the next annual meeting of the Board of Directors.

Section 3. The presence (in person or via telephone or other communication in accordance with Section 8 of this Article V) of a majority of the number of Directors then in office shall constitute a quorum for the transaction of business at all meetings of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the Directors present shall adjourn the meeting until a quorum shall be present; provided, however, that a Director who has a conflict of interest with respect to a proposed action may not vote and shall not be counted in determining the presence of a quorum or the percentage of Directors voting on a proposed action. Proxy voting shall not be allowed.

Section 4. The annual meeting of the Board of Directors shall be held at such time as, and in conjunction with, the annual meeting of the members of AAAE.

Section 5. Any Director may call a special meeting of the Board of Directors at any time, subject to giving notice of such called meetings in writing at least ten (10) days before the time set for such meeting. Notice of any special meeting shall state the purpose or purposes for which the meeting is called. In addition, a special meeting of the Board of Directors may be held at any time or place when all Directors are present or execute a waiver of notice of such meeting.

Section 6. Except as otherwise specified in these Bylaws, any matter presented to the Board of Directors for approval shall be approved if a majority of the Directors present at a meeting at which a quorum is present vote in favor of the proposed matter.

Section 7. A Director may waive any notice required by law, the Articles of Incorporation or these Bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided in the next sentence of this section, the waiver shall be in writing, signed by the Director entitled to the notice and filed with the minutes or corporate records. A Director’s attendance at or participation in a meeting waives any required notice to the Director of the meeting unless the Director at the beginning of the meeting or promptly upon the Director’s arrival objects to the holding of the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 8. Any Director may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other at the same time. Participation in a meeting by such means shall constitute presence at such meeting.

Section 9. A majority of the Directors present at a meeting at which a quorum is present may, in their discretion, determine that any meeting, or portion thereof, shall be held in executive session. Upon any such determination, all persons other than Directors shall be excluded from the meeting.

Section 10. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a written consent to such action is signed by a majority of the members of the Board of Directors and such written consent is filed with the minutes of proceedings of the Board of Directors, except such action shall not be permitted to be taken without a meeting if any Director objects to the taking of such proposed action. To be effective, such objection must be delivered to the Foundation no later than ten (10) business days after notice of the proposed action is given. If notice of objection is duly given, the Foundation shall promptly notify each Director of any such objection. Any actions taken without a meeting shall comply with any voting requirements established in the articles of incorporation or bylaws. If action is to be taken under this Section 10 by fewer than all of the Directors, the Foundation shall give written notice of the proposed action to all Directors not less than ten (10) business days before the action is taken, or such longer period as may be required by the Articles of Incorporation or Bylaws. The notice shall contain or be accompanied by a description of the action to be taken.

Section 11. Any Director may be removed, with or without cause, at any time by a majority vote of the Board of Directors, with the Director who is being considered for removal not being entitled to vote thereon and not being considered in determining the presence of a quorum.

Section 12. Any Director may resign at any time by giving written notice to all members of the Board of Directors. Unless otherwise specified in such written notice, the resignation shall be effective upon delivery.

ARTICLE VI – DIRECTORS

Section 1. It shall be the duty and responsibility of the Directors to keep a complete record of all their minutes and acts and of the proceedings of the Board of Directors.

Section 2. The Board of Directors shall supervise all Officers, agents and employees of the Foundation consistent with the provisions of these Bylaws and the laws of the Commonwealth of Virginia.

Section 3. The Board of Directors shall make rules and regulations governing the conduct of this Foundation consistent with the provisions of the Foundation's Articles of Incorporation, these Bylaws and the laws of the Commonwealth of Virginia.

Section 4. The Board of Directors shall, or shall authorize the Foundation’s Officers to, appoint all agents or employees it deems to be necessary or appropriate, enter into contracts and, generally, to exercise all the business functions of the Foundation.

Section 5. The Board of Directors may from time to time designate such Officers or such other persons to sign all checks or demands for money and notes of the Foundation.

Section 6. A copy of the Bylaws of the Foundation shall be kept on file to be available in the office of the Foundation. Any and all changes made in the Bylaws must be noted therein along with the date of the meeting at which such changes are made.

Section 7. Each Director shall stand in a fiduciary relation to the Foundation and shall perform his or her duties as a Director, including his or her duties as a member of any Committee upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Foundation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. Absent a breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the Foundation. In performing his or her duties, each Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data. A Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

Section 8. An individual shall receive no compensation for serving as a Director but may be reimbursed for out-of-pocket expenses incurred consistent with policies approved by the Board of Directors.

ARTICLE VII - COMMITTEE

Section 1. The Board of Directors shall appoint an Executive Committee which shall include the Directors who are also serving as members of the executive committee of AAAE. The Chair shall serve as the chairperson of the Executive Committee. The Executive Committee shall have and may exercise all the powers of the Board of Directors when the Board of Directors is not in session, and shall meet at such time and upon such cause as the Executive Committee shall prescribe. Notwithstanding the foregoing, the Executive Committee shall not take any of the following actions without the approval of the Board of Directors:

(i) fill any vacancy on the Board of Directors;

(ii) amend the Bylaws or the Articles of Incorporation;

(iii) amend any resolution of the Board of Directors;

(iv) remove any Officer;

(v) authorize any material expenditure that it inconsistent with a budget approved by the Board of Directors;

(vi) approve any self-dealing transaction;

(vii) fill any vacancy in any Officer position; or

(viii) take any other action for which the Board of Directors has restricted the authority of the Executive Committee

Section 2. In addition to the Executive Committee, the Board of Directors may create one or more Committees. Each Committee shall have such members as shall be designated by the Board of Directors, who shall serve at the pleasure of the Board of Directors. The duties, powers and authority of each Committee shall be as specified by the Board of Directors. If the Board deems it to be appropriate and in the best interests of the Foundation, Committees other than the Executive Committee may include, in addition to Directors whom the Board of Directors appoints to the Committee, individuals who are not Directors. In appointing to any Committee any such individuals who are not Directors, the Board of Directors shall specify whether such non-Director Committee members have voting rights. To the extent specified by the Board of Directors, a Committee may exercise the authority of the Board of Directors but only if and to the extent specifically authorized by the Board of Directors in writing.

Section 3. The Board of Directors shall have the power at any time and from time to time to: (i) increase or decrease the number of members of any Committee, (ii) fill any vacancy on any Committee, (iii) remove any member of any Committee, (iv) appoint or add members to any Committee, (v) amend, modify, revise, terminate, restrict, change and/or supplement in whole or in part the powers, authority and/or functions of any Committee, (vi) change the name of any Committee, (vii) change the term of any Committee and/or (viii) terminate the existence of any Committee.

Section 4. Unless otherwise provided in these Bylaws or by the Board of Directors: (i) at any meeting of a Committee, a majority of the members of the Committee shall constitute a quorum, (ii) at any meeting of a Committee, if less than a quorum is present, a majority of the members of the Committee present may adjourn the meeting; provided, however, that no such meeting may be adjourned for more than thirty (30) days.

Section 5. Each Committee may make, alter, and repeal rules for the conduct of its business. In the absence of such rules, each Committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article V of these Bylaws. Minutes shall be kept of each meeting of each Committee, and copies thereof shall be kept with the minutes of the proceedings of the Board of Directors.

ARTICLE VIII - OFFICERS

Section 1. Except as otherwise provided in Section 3 of this Article VIII with respect to the Chair, the Officers of the Foundation shall be chosen by the Board of Directors. Officers shall include the Chair, the President and the Secretary. The Board of Directors may also choose one or more other Officers and agents as it shall deem necessary and appropriate. Any two (2) or more offices may be held by the same person. Except for the Chair, Officers do not need to be members of the Board of Directors.

Section 2. The Officers of the Foundation shall have such powers and duties as generally pertain to their respective corporate offices, as well as such powers and duties as from time to time may be determined by the Board of Directors.

Section 3. The Chair shall preside over all meetings of the Board of Directors and the Executive Committee. The Chair, who shall be a member of the Board of Directors, shall be the same individual who is serving as the chair of AAAE, unless such individual chooses not to serve as Chair, in which case the Chair shall be another individual designated in writing by the chair of AAAE.

Section 4. The President of the Foundation shall be the chief operating officer of the Foundation, and shall have general charge of the business, affairs and property of the Foundation and general supervision over its other Officers and agents. He or she shall see that all resolutions of the Board of Directors are carried into effect. The President shall use his or her own discretion in determining the activities that will further the purposes of the Foundation. The President's supervision over the affairs of the Foundation shall be subject to the review of the Board of Directors, which may, by majority vote, overrule his or her decisions.

Section 5. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors. The Secretary shall keep the minutes of the meetings of the Board of Directors. He or she shall send copies of the minutes of all meetings to the Board of Directors and shall also see that the books, reports, statements and all other documents required by law are properly kept and filed. The Secretary shall perform such other duties as may be assigned to him or her from time to time by the President or the Board of Directors.

Section 6. The Officers of the Foundation shall hold office for such terms of such length as the Board of Directors may determine.

Section 7. Any Officer may resign at any time by delivering a written resignation to the Chair, President or Secretary. Such resignation shall be effective upon delivery or as of a later effective date set forth in the resignation.

Section 8. Any Officer may be removed, with or without cause, at any time by the Board of Directors.

Section 9. Any vacancy occurring in any office of the Foundation other than the Chair may be filled for the unexpired portion of the term by the Board of Directors. Any vacancy in the office of the Chair shall be filled by such individual as may be designated in writing by the chair of AAAE.

Section 10. The Officers may receive such compensation as may be approved by the Board of Directors.

ARTICLE IX - INDEMNIFICATION

Section 1. To the maximum extent permitted by the laws of the Commonwealth of Virginia in effect from time to time, and subject to compliance with any procedures and other requirements prescribed by said laws, any person who is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Director or Officer of the Foundation shall be indemnified by the Foundation against judgments, penalties, fines, settlements and reasonable expenses (including without limitation court costs and attorneys’ fees) actually incurred by such person in connection with such action, suit or proceeding, or in connection with any appeal thereof (which reasonable expenses may (but need not) be paid or reimbursed in advance of final disposition of any such suit, action or proceeding).

Section 2. To the extent permitted by the laws of the Commonwealth of Virginia in effect from time to time, the Foundation may (but need not) purchase and maintain insurance or similar protection on behalf of any person who is or was a Director, Officer, employee or agent of the Foundation, against any liability asserted against and incurred by such person in any such capacity or arising out of such person’s position, whether or not the Foundation would have the power to indemnify against liability under the provisions of this Article.

ARTICLE X - NOTICES

Section 1. Whenever, under the provisions of law, the Articles of Incorporation or these Bylaws, notice is required to be given to any Director, such notice may be given in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address on file with the Foundation, or to such email address or address as subsequently modified by written notice given in accordance with this Section.

Section 2. Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the time stated therein, shall be deemed to be the equivalent to such notice. In addition, any Director who attends a meeting of the Board of Directors, without protesting such lack of notice at the commencement of the meeting, shall be conclusively deemed to have waived notice of such meeting.

ARTICLE XI - CORPORATE FINANCES

Section 1. All funds of the Foundation not otherwise employed shall be deposited in such banks or other financial institutions as the Board of Directors may from time to time determine.

Section 2. All checks, drafts, notes and evidences of indebtedness of the Foundation shall be signed by one (1) or more Officers of the Foundation as the Board of Directors from time to time may determine.

ARTICLE XII - DISSOLUTION

In the event of dissolution or final liquidation, the remaining assets of the Foundation shall be applied and distributed as follows:

(a) All liabilities and obligations of the Foundation shall be paid, satisfied and discharged, or provisions shall be made therefor; and

(b) All remaining assets of every nature and description whatsoever shall be distributed to one or more organizations that are exempt from federal income tax under section 501(c)(3) of the Code.

ARTICLE XIII - AMENDMENTS

The Board of Directors shall have the power to adopt, alter and repeal these Bylaws, and to adopt new Bylaws, by the affirmative vote of a majority of the Directors then in office, provided that (i) any change that detracts from the rights of AAAE must be approved by AAAE in writing and (ii) notice of the proposal to adopt, alter or repeal these Bylaws, or to adopt new Bylaws, was included in the notice of the meeting of the Board of Directors at which such action takes place.

ARTICLE XIV – CONFLICT OF INTEREST POLICY

Section 1. The purpose of the policy set forth in this Article XIV is to protect the Foundation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Foundation or any party with whom the Foundation may be involved in the provision of adoption services This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. The following defined terms are used in this Article XIV:

“Interested Person” means any Director, Officer or member of a Committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below.

“Financial Interest” means any of the following that a person has, either directly or indirectly, through business, investment or family: (i) an ownership or investment interest in any entity with which the Foundation has a transaction or arrangement; (ii) a compensation arrangement with the Foundation or with any entity or individual with which the Foundation has a transaction or arrangement; or (iii) a potential ownership or investment interest in, or compensation arrangement with, any person with which the Foundation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A Financial Interest is not necessarily a conflict of interest. Under Section 3 below, a person who has a Financial Interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists.

Section 3. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Board of Directors. After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, he/she shall leave the Board of Directors meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.

Section 4. The following procedures shall be followed in addressing a possible conflict of interest:

(a) An Interested Person may make a presentation at the Board of Directors meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

(b) After exercising due diligence, the Board of Directors shall determine whether the Foundation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person that would not give rise to a conflict of interest.

(c) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Foundation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

(d) If the Board of Directors has reasonable cause to believe an Interested Person has failed to disclose actual or possible conflicts of interest, it shall inform that Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose. If, after hearing the Interested Person’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines the Interested Person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

(e) The minutes of the Board of Directors shall contain: (i) the names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, (ii) the nature of the Financial Interest, (iii) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, (iv) the content of the discussion, including any alternatives to the proposed transaction or arrangement, (v) a record of any votes taken in connection with the proceedings any action taken to determine whether a conflict of interest was present and (vi) the Board of Directors’ decision as to whether a conflict of interest in fact existed.

Section 5. Each Director and Officer shall annually sign a statement which affirms such person: (i) has received a copy of these Bylaws containing this conflicts of interest policy, (ii) has read and understands the policy, (iii) has agreed to comply with the policy and (iv) understands the Foundation is formed and operates for charitable, religious, educational and scientific purposes and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 6. To ensure the Foundation operates in a manner consistent with charitable, religious, educational and scientific purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted by the Board of Directors. When conducting periodic reviews, the Foundation may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.

Adopted by the Board of Directors on March 11, 2024