The Bylaws of ProSpace America, Inc.

Article I NAME

The name of the corporation is ProSpace America, Inc., hereinafter the "Corporation."

Article II NON-PROFIT STATUS

The Corporation shall be organized and operated as a non-profit corporation under the laws of the State of Georgia. Exemption under Section 501(c)(4) of the Internal Revenue Code of 1986 as a civic organization shall be sought and the Corporation shall be operated at all times so as to preserve its tax exempt status under Section 501(c)(4).

Article III — PURPOSE

The Corporation is organized for the following purposes:

(A) To act as a grassroots organization of American citizens dedicated to the improvement of this society by enabling those actions by government and industry which will open the space frontier to human exploration and settlement as rapidly as possible;

(B) To ensure that this nation unleashes the energy and imagination of the free enterprise system to lead a united humanity into the solar system;

(C) To inform the discussion of public policy issues surrounding space exploration consistent with these purposes;

(D) To conduct any lawful business or activities related to the above purposes; and

(E) To engage in any lawful activity for which corporations may be organized under the Georgia Nonprofit Corporation Code.

Article IV PROHIBITED ACTIVITIES

SECTION 1: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, the members, directors or officers of the Corporation except that the Corporation shall have the authority to reimburse such persons for authorized expenses incurred on behalf of the Corporation.

SECTION 2: Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any activities not permitted by a corporation exempt from Federal Income Tax under Section 501(c)(4) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Code).

Article V BOARD OF DIRECTORS

SECTION 1: The Board of Directors shall consist of not less than three (3) and not more than nine (9) members. The initial Board of Directors shall be elected at an organizational meeting called by the incorporator. Thereafter, the directors shall be elected at the Annual General Meeting of the Corporation by a majority vote, consistent with the provisions hereinafter regarding the terms of directors.

SECTION 2: Vacancies on the Board (including unfilled positions) may be filled by the Board of Directors prior to the expiration of a director's term. Such appointment shall continue until the conclusion of the next Annual General Meeting of the Corporation, at which meeting the appointed director shall stand for election.

SECTION 3: The Board may delegate the authority to address matters which arise on a daily basis that require Board action but which cannot be delayed until a meeting (including a special meeting) of the Board to an Executive Committee, which shall be composed of those members of the Board selected by a majority vote of the Board.

SECTION 4: Any action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by all the directors. Any such action taken shall be effective when all consents have been delivered to the Corporation, unless the consent specifies a later effective date.

SECTION 5: The Board of Directors shall elect a Chairman who shall preside over the meetings of the Board and the Annual General Meeting. The Chairman shall prepare an agenda in advance of each meeting of the Board of Directors and of the Annual General Meeting. The agenda shall be distributed to the officers, Board members or Voting Members, as applicable.

Article VI MEMBERSHIP

SECTION 1: The voting members of the Corporation shall be limited to those individuals: (a) who have participated in a "March Storm" or in a similar congressional briefing effort that is managed by the Corporation; or (b) who have undertaken and fulfilled a major commitment to the Corporation so as to merit an invitation to be a Voting Member of the Corporation, as determined by a unanimous vote of the Board of Directors; and (c) who have paid the annual membership dues of $25.00.

SECTION 2: Persons who desire membership in the Corporation may apply in writing to the Board of Directors. Subject to the foregoing, these applications shall be voted on by the Board of Directors or its designees.

SECTION 3: Any member of the Corporation may resign at any time by delivering a written letter of resignation to the Secretary of the Corporation. Such a resignation is effective upon receipt by the Secretary, unless otherwise voted by the Board of Directors. Any member may be removed for cause from the Corporation by a vote of two-thirds of the whole Board of Directors.

SECTION 4: Definition: The term "participated" as referenced in Section 1(a) above is defined to mean at least one full day of activity on Capitol Hill and completion of all participation requirements as defined before the briefing effort.

Article VII OFFICERS

The officers of the Corporation shall be as follows:

SECTION 1: President. In the absence of the Chairman of the Board he shall preside at meetings of the Board of Directors and at the Annual General Meeting. The President may create and staff such committees as may be deemed necessary, subject to the approval of the Board. He shall supervise and coordinate the public activities of the Corporation. He shall conduct such contract negotiations for the Corporation as may be necessary from time to time.

SECTION 2: Vice President. This person is responsible to the President for the performance of any duties that may be delegated to him by the Board of Directors or the President. The Board of Directors may elect more than one Vice President to perform different functional or geographic responsibilities for the Corporation as designated by the Board.

SECTION 3: Executive Director. This person is responsible to the President and the Board of Directors for the completion of projects of the Corporation which require day to day attention of an executive of the Corporation until their completion.

SECTION 4: Secretary. This person shall serve as the repositor and archivist of all non-financial records of the Corporation. He shall prepare and report minutes of all meetings of the Board and handle all correspondence not prepared by another Officer and shall receive for filing any correspondence prepared by another officer, or person, for the Corporation. In coordination with the President he shall transmit meeting notices, agendas and minutes to members of the Board. The Secretary is also responsible for the preparation and filing with the Georgia Secretary of State, or any other state authority, of any annual reports of the Corporation that are required by law.

SECTION 5: Treasurer. This person shall serve as the repositor of all financial records of the Corporation, shall keep and report timely books of account for the Corporation as a whole and shall maintain accounts of deposit (both time and demand) in the name of the Corporation in financial institutions designated by the Board of Directors, shall prepare and file with state or federal authorities any financial statements or tax returns required by law and in general be responsible for all financial transactions of the Corporation. This responsibility shall include any reports required by Congress or other federal agencies regarding activities of the Corporation.

SECTION 6: Other officers. The Board of Directors may appoint other officers to assist the Secretary and Treasurer in the performance of their responsibilities. The Board may also appoint an Executive Director to perform day-to-day management and ministerial tasks at the direction of the Board and under the supervision of the President.

Article VIII BOARD OF DIRECTORS VOTING

SECTION 1: Each Director shall have one vote at meetings of the Board. Each vote shall be cast in the form required for that item of business. Proxies, with or without specific instructions, shall be allowed provided that they are in writing and approved by a vote of the majority of the Directors present. Proxies must be voted as directed by any written instructions. Otherwise, the presiding officer shall record the vote as if the instructions had been followed. No person shall be allowed to vote more than one proxy.

SECTION 2: Unless otherwise specified in these Bylaws, a simple majority of the voting Directors shall be required for passage of any matter submitted to a vote.

SECTION 3: In all matters where there are more than two alternatives submitted for a vote (including elections of officers) the "Australian Ballot" shall be utilized. Each voter will rank the alternatives in his order of preference. Alternatives shall be successively eliminated and the votes redistributed until only two competing alternatives remain. At that point the alternative with the greater preference of the voters prevails.

Article IX NON-DISCRIMINATION

The Corporation shall not discriminate on the basis of Race, Sex, Age, Religion, Creed, or National Origin. The masculine pronoun has been used in this document for the sake of ease and clarity of expression and is not intended to indicate a preference or prejudice in favor of the male gender.

Article X ELECTIONS; TERMS OF OFFICE

SECTION 1: After the initial election of Directors of the Corporation described in Article V, a person's term of office shall start at the beginning of the Corporation's fiscal year, July 1, following the annual meeting of shareholders described in Article XII. The term of office shall be for two years, except for the initial members of the Board of Directors, the term of office shall be as follows: for a three member board, one of the directors shall have an initial one year term and the other shall have an initial two year term; for a five member board, two directors shall have an initial one year term and three directors shall have an initial two year term; for a seven member board, three directors shall have an initial one year term and four directors shall have an initial two year term; and for a nine member board, four directors shall have an initial one year term and five directors shall have an initial two year term. This will provide for a staggered board so that approximately half of the Board of Directors is elected to office each year. After the initial terms, each member of the Board will be elected to two year terms.

SECTION 2: The Chairman of the Board of Directors shall appoint a nominating committee which shall submit to the voting members of the Corporation a slate of nominees for the open seats on the Board of Directors no less than twenty-one (21) days in advance of the Annual Meeting.

SECTION 3: The election of the Board of Directors at the Annual Meeting shall be by written ballot (whether in person or by mail), unless otherwise agreed by unanimous consent of all those present and voting. A simple majority of the voting members of the Corporation present (in person or through proxy) and voting is necessary to elect a person to office. Article IX, Section 3 is applicable whenever there are more than two candidates for the same office. A person does not have to be a member of the Corporation before his election to the Board of Directors.

SECTION 4: The officers of the Corporation shall be elected by the Board of Directors and may be removed by a majority vote of the Board.

Article XI REMOVAL OF A DIRECTOR

Physical or mental disability, death, repeated absences from meetings of the Board, impeachment for malfeasance, or other evidence of an inability to serve as a Director shall be cause for removal from the Board. Proceedings for removal must be commenced at a meeting of the Board occurring at least one month in advance of a vote on such proposed removal. Removal can only be accomplished by a two-thirds majority of the Board present and voting.

Article XII MEETINGS

SECTION 1: There shall be one Annual General Meeting of the Corporation held during the months of February, March, September, October or November, at a time and place to be fixed by the Board. At that meeting, and before the election of a new Board of Directors, an annual financial report shall be made by the Treasurer with written copies of same submitted to each Voting Member during the meeting. The principle business of the Annual General Meeting is the election of the Board of Directors. The Secretary shall record the minutes of the meeting and shall make draft minutes available in electronic format to the Voting Members within thirty (30) days of the meeting. After a thirty-day comment period, the minutes may be approved and accepted by the Board of Directors. The minutes as approved shall be made available to the Voting Members in an electronic format by the Secretary. At the Annual General Meeting the Secretary shall make printed copies of these Bylaws (as amended) available to the Voting Members.

SECTION 2: The Board of Directors shall hold the Annual Budget Meeting prior to the beginning of the fiscal year. At that time the Board shall make decisions as to plans for the forthcoming fiscal year and shall approve a budget. The fiscal year of the Corporation starts on the first day of August.

SECTION 3: Other business meetings of the Board may be called from time to time by the President or Chairman as may be deemed appropriate. Notice of all meetings of the Board (including the Annual General and Budget Meetings) must be given to all Directors not less than 10 days prior to the meeting by mail, telephone, email or personal contact. The President or Chairman may request the assistance of the Secretary in performing this function. Attendance at a meeting by a Director shall be deemed a waiver of any defect in notice unless a timely objection is made by the Director during the meeting. Any objection by a Director to the sufficiency of a notice of a Board meeting must be immediately voted upon and sustained or overruled by a majority of the Board present and voting.

SECTION 4: As an exception to Section 3 hereof, the President or Chairman may call an emergency meeting of the Board without 10 days prior notice when events do not permit a delay until such notice may be accomplished. In such a case all efforts humanly possible must be made to notify the Directors of the time and place of the meeting by personal contact, telephone, mail or electronic mail. The person who calls the meeting may request any other Director to assist in sending notices of the meeting.

SECTION 5: With notice as provided above for regular and emergency meetings, the Board of Directors may meet through telecommunications utilizing either telephone or computer conference technology. This provision shall not apply to the Annual General Meeting.

SECTION 6: All directors of the Corporation who are present at a meeting of the Board of Directors shall be deemed to have assented to action taken at such meeting as to any corporate action taken, unless a director who did not vote in favor on such action goes on record in the minutes as dissenting. In such a case, the dissenting director will not be deemed to have assented to the action taken.

SECTION 7: Minutes shall be recorded by the Secretary at all meetings of the Board, copied at the expense of the Corporation, and given by the Secretary to all Directors (by mail or electronic mail if not present at the next meeting) at the next meeting. The minutes shall be reviewed and any necessary amendments made at the subsequent meeting before they are considered approved. The minutes are then to be filed by the Secretary in the Corporation's archives.

SECTION 8: Insofar as possible, the presiding officer shall endeavor to allow full discussion of all issues. Whenever possible, decisions should be reached by consensus. When a vote is necessary, unless otherwise provided in these Bylaws, a majority vote is determinative. Debate of any question may be terminated by a two-thirds majority of the Board present and voting.

SECTION 9: The quorum of any meeting of the Board of Directors shall be a majority of the Board. Proxies shall not be counted towards a quorum.

Article XIII AMENDMENTS

SECTION 1: Amendments to these Bylaws may be proposed at any meeting of the Board at which a quorum is present. They must be in writing with the printed names and signatures of the moving Director and of at least two other Directors seconding the motion. Enough copies for distribution to each Director must be provided, along with a file copy to be furnished to the Secretary.

SECTION 2: Any proposed amendment shall be debated at the Meeting at which it is proposed. It is then to be listed verbatim in the printed agenda for the next business meeting of the Board, at which time it will be submitted to a vote.

SECTION 3: A two-thirds majority of the Board present and voting is necessary to adopt an amendment to these Bylaws. An amendment that is defeated may not be reintroduced at the meeting during which it was defeated.

SECTION 4: All amendments become effective at the end of the meeting at which they are adopted, unless the amendment contains a later-implementation clause. No amendment shall be effective retroactively.

Article XIV STANDARD OPERATING PROCEDURES

The President from time to time shall propose to the Board of Directors, for the day-to-day management of the Corporation, written Standard Operating Procedures (SOP's). These SOP's are to be submitted to the presiding officer in writing in advance of the meeting at which they are debated and voted upon. SOP's are to be adopted by a majority of the Board present and voting. The Secretary is responsible for maintaining a file of the current SOP's and from time to time (but at least annually in time for the Annual General Meeting) publishing a circular containing all of the current SOP's.

Article XV DISSOLUTION

The Corporation may be dissolved upon the vote of two-thirds of all members of the Board of Directors. Upon the dissolution of the Corporation, the assets of the Corporation shall be applied and distributed by the Board of Directors as follows: (A) All liabilities and obligations of the Corporation shall be paid and discharged, or adequate provisions made therefor. (B) No part of the property of the Corporation shall be distributed to any of its members, directors, or officers except as provided above for the reimbursement of authorized expenses incurred on behalf of the Corporation. No member, director, officer or individual within the Corporation shall be entitled to share in the distribution of the corporate assets upon dissolution of the Corporation. (C) The remaining assets shall be distributed to an organization that qualifies for tax exemption under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Code), provided such organization's activities promote the opening of the space frontier to human exploration and settlement as rapidly as possible.