The name of the corporation is the Midwest Travel Writers Association, Inc., hereinafter referred to as the Association.

Article II - PURPOSE

The purpose of the Association is to encourage communication, professionalism, and ethical behavior among members and within the travel communication profession.

Article III - MEMBERSHIP

1. General. Membership shall be by invitation. Eligibility must be in accordance with these Bylaws and the Membership Requirements established by the Board of Directors. New members must be approved by the Board of Directors based on recommendations of the Membership Committee.

2. Membership Area. The Association’s membership area consists of the following states: Ohio, Kentucky, Indiana, Michigan, Illinois, Missouri, Iowa, Minnesota, Wisconsin, North Dakota, South Dakota, Kansas, and Nebraska.

3. Membership Classes and Requirements. There shall be two classes of members:

(a) An Active Member is a salaried editor or writer or freelance contributor residing in the Association’s Membership Area who is responsible for travel-related content for a newspaper, magazine, or specialty publication and who meets other Membership Requirements established by the Board of Directors. Professionals working in other travel-related media will be considered for Active Member status on a case-by-case basis.

(b) An Associate Member is a person residing in the Association’s Membership Area who is engaged primarily in public relations within the travel industry and who has worked regularly with the travel media for a minimum of one year. Associate Members may be required to meet additional Membership Requirements established by the Board of Directors.

4. Membership Application and Approval. Applicants for membership must apply to the Membership Committee in accordance with the membership application procedures established by the Board of Directors in the Membership Requirements.

5. Membership Renewal. Requirements for continuing membership are the same as for a new member. A renewing member must pay dues and submit appropriate proof of eligibility, in accordance with the Membership Requirements established by the Board of Directors.

6. Membership Dues. The annual membership dues shall be established by the Board of Directors. The Board of Directors may also establish a late fee to be charged for dues submitted after the due date but prior to the cut-off date for membership renewal established in the Membership Requirements.

7. Termination of Membership.

(a) The membership of any member who fails to pay dues or who fails to attend at least one of six consecutive membership meetings will be automatically terminated. The former member may reapply for membership.

(b) The membership of any member may be suspended or terminated by the Board of Directors for cause.

8. Appeal of Membership Rejection or Termination. Any member who is rejected for membership or whose membership is suspended or terminated for cause, except where suspension or termination is the result of a violation of the Code of Ethics, may appeal in writing to the Membership Committee and/or the Board of Directors according to procedures established by the Board of Directors.

9. Code of Ethics. Members of the Association agree to abide by the Association’s Code of Ethics. Members evincing unprofessional conduct contrary to the Code of Ethics shall be subject to disciplinary action as specified in the Code of Ethics provisions on enforcement. This may include suspension or termination of membership. Members subject to disciplinary action for Code of Ethics violations may appeal through the process described in the Code of Ethics.

Article IV - MEMBERSHIP MEETINGS

1. Annual Meeting. The first meeting of a calendar year will be considered the Annual Meeting.

2. Meeting Dates and Location. The date and location of the Association’s meetings shall be set by the Board of Directors.

3. Special Meetings. Special meetings may be called if written notice from 25 percent of the membership is received by the Secretary.

4. Meeting Notice. Written notice stating the time, place, and purposes of an Association meeting shall be mailed to the membership no later than thirty (30) days before the date of the meeting. This notice requirement may be changed by a vote of the members, but, in accordance with the Michigan Nonprofit Corporation Act, in no case will notice be mailed less than 10 or more than 60 days prior to a meeting.

5. Notice of Election of Officers and Directors. A ballot listing the nominees for Officers and Directors shall be mailed by the Secretary to each member eligible to vote at least thirty (30) days before the Annual Meeting.

6. Eligibility to Vote.

(a) All members in good standing are eligible to vote for the Board of Directors and on other matters as specified in the Bylaws or presented to the membership by the Board of Directors.

(b) The Secretary shall prepare and make available at any Association meeting a complete list of members entitled to vote at the meeting. The list shall be arranged alphabetically within each class of members and shall include each member’s address.

7. Quorum. At all meetings, one-third of the total membership shall constitute a quorum. The affirmative vote of a majority of the members present at an Association meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the membership. Whether or not a quorum is present, the meeting may be adjourned by a vote of the members present.

8. Voting by Proxy. A member entitled to vote at an Association meeting may authorize another member to act for the member by proxy. The proxy must be signed by the executing member and is valid only for the particular meeting dates and/or for the particular actions specified on the proxy. The proxy may be revoked by the executing member at any time.

Article V - BOARD OF DIRECTORS

1. General Powers and Duties. Except as otherwise required by law or otherwise provided by these Bylaws, management of the affairs of the Association shall be vested in its Board of Directors.

2. Specific Duties. The Board of Directors shall have the power to:

(a) Authorize all expenditures and regulate all finances.

(b) Establish “Membership Requirements” governing membership eligibility and application procedures.

(c) Approve all applications for membership and change of membership status and to suspend or expel members for cause.

(d) Appoint committees and delegate such power as may be necessary to carry out their purposes to the extent allowable under the Michigan Nonprofit Corporation Act. Committees may consist entirely of directors, or entirely of members, or a combination thereof.

(e) Fill vacancies caused by death, resignation, or other cause among Officers and Directors.

3. Composition.

(a) The Board of Directors shall consist of the five Officers, plus four additional directors elected by the membership. Three of the non-officer Directors shall be Active Members (the “Active Member Directors”) and one shall be an Associate Member (the “Associate Member Director”).

(b) The immediate past president shall, upon completing said term and for as long as he or she is the immediate past president, serve on the Board of Directors as an advisory member. The immediate past president may not vote and may not be counted in determining if a quorum is present.

4. Terms.

(a) Active Member Directors shall serve three-year terms, one of the three to be elected each year. The Associate Member Director shall be elected to a two-year term. Officers shall serve on the Board of Directors for as long as they hold office, as described in Article VI.

(b) Otherwise, the term of office of any individual member of the Board shall terminate upon the effective date of his or her resignation, which may be made at any time by giving notice thereof in writing to the President; upon his or her death; or upon a vote of two-thirds of the entire membership of the Board to remove him or her from office. Where a vacancy occurs between Director elections, a new Director shall be appointed by the majority vote of the remaining Directors, even if less than a quorum.

5. Quorum. Five (5) Directors shall constitute a quorum for the transaction of any business. The affirmative vote of a majority of the Directors at a Board of Directors meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the Directors. In the absence of a quorum, a majority of those members present may adjourn the meeting.

6. Meetings. Regular or special meetings shall be held at such times and in such places as specified by the President. The Board of Directors shall meet at least twice during the Association’s fiscal year, including at least once during the first six months.

7. Teleconferencing. A member of the Board of Directors or of a committee may participate in a meeting by means of a conference telephone or similar communications equipment through which all members participating in the meeting can speak to and hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

8. Notice. At least ten days’ notice shall be given to each Director of a regular meeting of the Board of Directors. A special meeting of the Board of Directors may be held upon notice of five days. If such notice is given by mail, it shall be deemed delivered when deposited in the United States mail properly addressed and with postage prepaid thereon. If such notice is given by fax, it shall be deemed delivered when faxed. Notwithstanding the foregoing, a Director may waive notice of any regular or special meeting of the Board of Directors by written statement filed with the Board of Directors, or by oral statement at any such meeting. Attendance at a meeting of the Board of Directors shall also constitute a waiver of notice, except where a Director states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.

9. Unanimous Consent. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, provided all members consent in writing. Consent in writing shall have the same force and effect as a unanimous vote, and may be described as such in any document executed by or on behalf of the Association.

Article VI - OFFICERS

1. Offices. The Officers of the Association shall consist of a President, Active Vice President, Secretary, Treasurer, and Associate Vice President. All Officers are members of the Board of Directors. Only Active members are eligible to hold the offices of President, Active Vice President, and Treasurer. Only those who have served on the Board of Directors for a full term in any capacity during the 10 years prior to the election date are eligible to run for the office of President in an election. Only Associate Members are eligible to hold the office of Associate Vice President. Either Active or Associate Members are eligible to hold the office of Secretary. (Amended October 2001)

2. Terms. The Officers shall be elected by the members and shall hold office for a term of two years from the effective date of their election. An Officer may serve only two consecutive terms. The term of office of any Officer shall terminate upon the effective date of his or her resignation submitted orally or in writing to the Board of Directors; upon his or her death; or upon a majority vote of the Board to remove him or her from office. Any vacancy that occurs among the Officers shall be filled by the Board of Directors.

3. General Powers and Duties. The duties and powers of the Officers of the Association shall be as provided in these Bylaws or (except to the extent they are inconsistent with these Bylaws) shall be those customarily exercised by corporate Officers holding such offices. The Board of Directors may from time to time prescribe additional duties for any or all Officers.

4. President. The President shall call and preside at meetings, appoint committees, and see that Officers perform their duties. The Board of Directors, by majority vote, may overrule the President or act in his or her stead.

5. Vice Presidents. The Active Vice President and Associate Vice President shall assist the President in his or her duties. If the President is absent, the Active Vice President shall assume his or her duties. The Active Vice President shall succeed the President until the next election in the event of the President’s death, permanent incapacitation, or resignation.

6. Secretary. The Secretary shall keep a roster of all members, keep the minutes and records of proceedings, prepare and certify a list of members entitled to vote at each Association meeting, conduct correspondence, and send out notices of meetings.

7. Treasurer. The Treasurer shall receive all money paid to the Association, pay all properly authorized bills, and keep a record of all financial transactions and submit an annual statement of same. The Association accounts shall be reviewed annually by a committee of which the Treasurer is not a member or independent accounting firm appointed by the Board. A summary of the material findings of the committee or accounting firm, if any, as well as the Treasurer’s report will be submitted to the Annual Meeting. The Treasurer and President will have authority to issue checks and both must be bonded.

8. Inspections. Both the Secretary and Treasurer shall permit any member of the Board of Directors or his or her duly authorized attorney to inspect all books and records of the Association, for any proper purpose at any reasonable time.

Article VII - COMMITTEES

1. Nominating Committee. A Nominating Committee of not less than three members, none of whom shall be Officers of the Association, shall be appointed by the President at least ninety (90) days before the Annual Meeting, with not more than one member from the same city. Nominations by this committee shall be filed with the Secretary at least six (6) weeks before the date of the Annual Meeting. No member of the Nominating Committee may serve on consecutive committees.

2. Other Committees. The President may create other committees consisting of Directors or other persons, which committees shall have such authority as the Directors may by law and these Bylaws direct.

Article VIII - INDEMNIFICATION

The Association shall indemnify any director, officer, employee, committee member, or nondirector volunteer of the Association to the fullest extent allowable under the Michigan Nonprofit Corporation Act.

Article IX - MISCELLANEOUS PROVISIONS

1. Fiscal Year. The fiscal year of the Association shall be determined by the Board of Directors.

2. Contracts. All contracts, notes or other evidences of indebtedness, and leases of space for the Association shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.

Article X - AMENDMENTS

1. Amendments to Bylaws. The Bylaws may be altered or amended, or new Bylaws adopted, upon recommendation by the Board of Directors and approval by a majority of the members present at an official meeting. Notice of proposed changes shall be sent to all members 30 days prior to the meeting at which they will be voted on.

2. Amendments to Articles. The Articles of Incorporation may be altered or amended, or new Articles adopted, upon recommendation by the Board of Directors and approval by a majority of the members present in person or by proxy at an official meeting. Notice of the proposed changes and time and place of the meeting shall be sent to all members 30 days prior to the meeting at which they will be voted on.

These Bylaws supersede and replace in entirety the Constitution and Bylaws in existence prior to the date of the adoption of these Bylaws.

Adopted on the 26h day of October, 2001.