Vertical Lift Consortium Inc

“The organization has no employees. As such it has no formal compensation policies related to a top management official or key employees.”

“Management services are provided to vertical lift consortium, inc. By advanced technology international, a 501(c)(3) organization.”

“SECTION 5.5 CLASSES OF MEMBERS. THE CORPORATION SHALL HAVE EIGHT (8) CLASSES OF MEMBERS, DESIGNATED AS FOLLOWS: (A) LARGE DOMESTIC ORIGINAL EQUIPMENT MANUFACTURER ("OEM"). ENTITIES ELIGIBLE FOR MEMBERSHIP AS LARGE DOMESTIC OEMS SHALL BE ENTITIES THAT (I) HAD AT LEAST $1 BILLION IN VERTICAL LIFT-RELATED SALES TO THE U.S. MILITARY DURING THEIR MOST RECENT FISCAL YEAR; (ii) EMPLOY AT LEAST 500 ENGINEERS ENGAGED IN VERTICAL LIFT-RELATED RESEARCH AND DEVELOPMENT IN THE UNITED STATES; AND (iii) HAVE DESIGN AUTHORITY FOR VERTICAL LIFT AIRCRAFT. INITIAL MEMBERS OF THE LARGE DOMESTIC OEM CLASS SHALL INCLUDE BELL TEXTRON, INC.; THE BOEING COMPANY; SIKORSKY AIRCRAFT CORPORATION; AND LOCKHEED MARTIN CORPORATION, EACH OF WHICH REPRESENTS THAT IT IS ELIGIBLE FOR MEMBERSHIP AS A LARGE DOMESTIC OEM. (G) VERTICAL LIFT SOCIETY. THE VERTICAL LIFT SOCIETY, FOR AS LONG AS IT REMAINS A VLC MEMBER IN GOOD STANDING, SHALL CONSTITUTE ITS OWN, SINGLE- MEMBER MEMBERSHIP CLASS. NUMBER AND ALLOCATION OF DIRECTORS. THE TOTAL NUMBER OF DIRECTORS SHALL BE NO FEWER THAN TWENTY (20), ALL OF WHOM ARE VOTING MEMBERS. THE AGGREGATE NUMBER OF DIRECTORS FROM THE CLASSES DESIGNATED BELOW IN SUBPARAGRAPHS (C) THROUGH (I) SHALL EXCEED THE AGGREGATE NUMBER OF DIRECTORS FROM THE CLASSES DESIGNATED IN SUBPARAGRAPHS (A) AND (B). DIRECTORSHIPS ON THE BOARD SHALL BE ALLOTTED AS FOLLOWS: (C) SUPPLIERS, AS A CLASS, SHALL BE ENTITLED TO ELECT ONE (1) VOTING DIRECTOR TO A CATEGORY A SEAT AND TWO (2) VOTING DIRECTORS TO A CATEGORY B SEAT. (E) SMALL VTOL ORGANIZATIONS, AS A CLASS, SHALL BE ENTITLED TO ELECT TWO (2) VOTING DIRECTORS, ONE (1) TO A CATEGORY A SEAT AND ONE (1) TO A CATEGORY B SEAT. (G) THE VERTICAL LIFT SOCIETY SHALL BE ENTITLED TO APPOINT ONE (1) VOTING DIRECTOR TO A CATEGORY B SEAT. (H) OTHERS, AS A CLASS, SHALL BE ENTITLED TO ELECT TWO (2) VOTING DIRECTORS TO A CATEGORY A SEAT AND ONE (1) VOTING DIRECTOR TO A CATEGORY B SEAT. (I) AT-LARGE. ANY MEMBER FROM ANY CLASS OF MEMBERSHIP MAY BE ELECTED TO THIS ONE (1) AT-LARGE VOTING DIRECTOR POSITION IN A CATEGORY A SEAT AND ONE (1) AT-LARGE VOTING DIRECTOR POSITION IN A CATEGORY B SEAT. THE UNDERSIGNED CERTIFIES THAT THE FOREGOING IS A TRUE AND CORRECT COPY OF THE AMENDED AND RESTATED BYLAWS OF VERTICAL LIFT CONSORTIUM, INC., ADOPTED ON THE 22nd DAY OF JANUARY 2010 AND AMENDED ON THE 30th OF SEPTEMBER 2024, AND PREVIOUSLY AMENDED ON THE 24th DAY OF JULY 2023, THE 16th DAY OF NOVEMBER 2021, THE 26th DAY OF OCTOBER 2018, THE 26th DAY OF JUNE 2018, THE 22nd DAY OF SEPTEMBER 2016 AND THE 23rd DAY OF JANUARY 2013, BY THE BOARD OF DIRECTORS OF VERTICAL LIFT CONSORTIUM.”

“SECTION 5.5 CLASSES OF MEMBERS. THE CORPORATION SHALL HAVE EIGHT (8) CLASSES OF MEMBERS, DESIGNATED AS FOLLOWS: (A) LARGE DOMESTIC ORIGINAL EQUIPMENT MANUFACTURER ("OEM"). ENTITIES ELIGIBLE FOR MEMBERSHIP AS LARGE DOMESTIC OEMS SHALL BE ENTITIES THAT (I) HAD AT LEAST $1 BILLION IN VERTICAL LIFT-RELATED SALES TO THE U.S. MILITARY DURING THEIR MOST RECENT FISCAL YEAR; (ii) EMPLOY AT LEAST 500 ENGINEERS ENGAGED IN VERTICAL LIFT-RELATED RESEARCH AND DEVELOPMENT IN THE UNITED STATES; AND (iii) HAVE DESIGN AUTHORITY FOR VERTICAL LIFT AIRCRAFT. INITIAL MEMBERS OF THE LARGE DOMESTIC OEM CLASS SHALL INCLUDE BELL TEXTRON, INC.; THE BOEING COMPANY; SIKORSKY AIRCRAFT CORPORATION; AND LOCKHEED MARTIN CORPORATION, EACH OF WHICH REPRESENTS THAT IT IS ELIGIBLE FOR MEMBERSHIP AS A LARGE DOMESTIC OEM. (B) LARGE TRADITIONAL DEFENSE CONTRACTOR. ENTITIES ELIGIBLE FOR MEMBERSHIP AS LARGE TRADITIONAL DEFENSE CONTRACTORS SHALL BE ENTITIES THAT HAD AT LEAST $250 MILLION IN VERTICAL LIFT-RELATED SALES TO THE U.S. MILITARY DURING THEIR MOST RECENT FISCAL YEAR. (C) SUPPLIER. ENTITIES ELIGIBLE FOR MEMBERSHIP AS SUPPLIERS SHALL BE ENTITIES THAT (I) PRODUCE OR INTEGRATE EQUIPMENT FOR VERTICAL LIFT AIRCRAFT AND TECHNOLOGIES MANUFACTURED WITHIN THE UNITED STATES OR (II) DESIGN AND SUPPLY MATERIALS OR PRODUCTS, PERFORM SYSTEMS INTEGRATION, OR PROVIDE OTHER SERVICES OR SUPPORT FOR USE IN THE VERTICAL LIFT AIRCRAFT AND TECHNOLOGIES MANUFACTURING PROCESS IN THE UNITED STATES. (D) ACADEMIC AND NONPROFIT RESEARCH INSTITUTION. ENTITIES ELIGIBLE FOR MEMBERSHIP AS ACADEMIC AND NONPROFIT RESEARCH INSTITUTIONS SHALL BE (I) UNITED STATES UNIVERSITIES AND (II) UNITED STATES NONPROFIT ORGANIZATIONS ACTIVE IN VERTICAL LIFT RESEARCH. (E) SMALL VERTICAL TAKEOFF AND LANDING (VTOL) ORGANIZATION. ENTITIES ELIGIBLE FOR MEMBERSHIP AS SMALL VTOL ORGANIZATIONS SHALL BE FOR-PROFIT ENTITIES THAT ARE SIGNIFICANTLY INVOLVED IN ACTIVE RESEARCH FOR VERTICAL LIFT PRODUCTION, FLIGHT CHARACTERISTICS, PERFORMANCE, EQUIPMENT, ENGINES, AVIONICS, TRANSMISSIONS, OR RELATED MATERIALS, OR PROVIDE OTHER SERVICES OR SUPPORT, FOR VERTICAL LIFT AIRCRAFT AND TECHNOLOGIES MANUFACTURED WITHIN THE UNITED STATES. (F) ENGINE MANUFACTURER. ENTITIES ELIGIBLE FOR MEMBERSHIP AS ENGINE MANUFACTURERS SHALL BE ENTITIES THAT PRODUCE ENGINES FOR VERTICAL LIFT AIRCRAFT MANUFACTURED IN THE UNITED STATES. (G) VERTICAL LIFT SOCIETY. THE VERTICAL LIFT SOCIETY, FOR AS LONG AS IT REMAINS A VLC MEMBER IN GOOD STANDING, SHALL CONSTITUTE ITS OWN, SINGLE- MEMBER MEMBERSHIP CLASS. (H) OTHERS. ENTITIES ELIGIBLE FOR MEMBERSHIP AS OTHERS SHALL BE ENTITIES THAT DO NOT MEET THE CRITERIA FOR ANY OTHER CLASS OF MEMBERSHIP IN THE VLC.”

“Section 6.3 number and allocation of directors. The total number of directors shall be no fewer than twenty (20), all of whom are voting members. The aggregate number of directors from the classes designated below in subparagraphs (c) through (i) shall exceed the aggregate number of directors from the classes designated in subparagraphs (a) and (b). Directorships on the board shall be allotted as follows: (a) large domestic oems, as a class, shall be entitled to elect two (2) voting directors to category a seats and one (1) voting director to category b seats. (b) large traditional defense contractors, as a class, shall be entitled to elect two (2) voting directors to category a seats and one (1) voting director to a category b seat. (c) suppliers, as a class, shall be entitled to elect one (1) voting director to a category a seat and two (2) voting directors to a category b seat. (d) academic and nonprofit research institutions, as a class, shall be entitled to elect one (1) voting director to a category a seat and one (1) voting director to a category b seat. (e) small vtol organizations, as a class, shall be entitled to elect two (2) voting directors, one (1) to a category a seat and one (1) to a category b seat. (f) engine manufacturers, as a class, shall be entitled to elect one (1) voting director to a category a seat. (g) the vertical lift society shall be entitled to appoint one (1) voting director to a category b seat. (h) others, as a class, shall be entitled to elect two (2) voting directors to a category a seat and one (1) voting director to a category b seat. (i) at-large. Any member from any class of membership may be elected to this one (1) at-large voting director position in a category a seat and one (1) at-large voting director position in a category b seat. In addition, members that are under common control may be represented on the board by only one employee at any time. For purposes of this limitation, members shall be deemed to be under common control if either (i) one member holds a majority ownership interest in the other member or (ii) the same person or entity holds a majority ownership interest in both members.”

“Section 3.2 dissolution. Each member of vlc in good standing shall have the right to a fractional vote in performing all the acts necessary for dissolution of the corporation that are required by section 275 of the general corporation law of the state of delaware. The fractional vote of each member shall be equal to the number of voting directors within that member's class, divided by the number of members in that class.”

“Form 990 is provided to the board of directors, the governing body of the vlc, prior to submission to the irs.”

“We ensure compliance with the coi policy by having the vlc attorney brief slides before each meeting about coi.”

“The 990 return may be requested by letter, phone or email, and arrangements for viewing will be made by mutual decision. The organization's bylaws, which includes its conflict of interest policy are available on the organization's website. The financial statements are not made available to the public.”