BYLAWS FORT WORTH AIRCRAFT LOCAL LODGES 776-B AERONAUTICAL INDUSTRIAL DISTRICT LODGE 776 INTERNATIONAL ASSOCIATION OF MACHINISTS AND AEROSPACE

BYLAWS FORT WORTH AIRCRAFT LOCAL LODGES 776-B AERONAUTICAL INDUSTRIAL DISTRICT LODGE 776 INTERNATIONAL ASSOCIATION OF MACHINISTS AND AEROSPACE WORKERS ARTICLE I JURISDICTION Section 1. This organization shall be known as Fort Worth Aircraft Local Lodge 776-B of the Aeronautical Industrial District Lodge 776 of the International Association of Machinists and Aerospace Workers, Fort Worth, Texas, and full authority and control shall be exercised by all officers and representatives having jurisdiction over all employees in this Local Lodge working on the second shift, employed by Lockheed Martin. This authority, however, shall be at all times subject to the approval of Aeronautical Industrial District Lodge 776 and the International President as provided for in the IAM Constitution. All members of this Local Lodge shall be governed by the IAM Constitution. ARTICLE II PURPOSE Section 1. It shall be the purpose of this Local Lodge to secure mutual protection, better working conditions for the membership and full cooperation in all matters pertaining to wages and standards affecting the membership composing this Local Lodge. ARTICLE III MEETINGS Section 1. This Lodge shall hold regular meetings on the first Tuesday of each month at 2:00 p.m., except when a holiday is on Monday or Tuesday of that week, in which case the following Tuesday shall be observed as a regular meeting day. Section 2. Special meetings shall be called by the President of this Local Lodge according to the IAM Constitution. No special meeting shall be called on notice of less than three (3) days. Section 3. Fifteen (15) members in good standing shall constitute a quorum and no business shall be transacted without a quorum. 2

ARTICLE IV LODGE SEAL Section 1. The Local Lodge seal shall be used as provided for Local Lodges in the IAM Constitution. ARTICLE V MEMBERSHIP Section 1. Initiation and reinstatement fees shall be determined by the District Lodge. Section 2. (a) Eligibility and application for membership shall be determined by the IAM Constitution. (b) A list of proposed members shall be passed among members in attendance at a Local Lodge meeting before voting on proposal for membership. Section 3. At the initiation of all new members, and any time thereafter, copies of the IAM Constitution and District and Local bylaws shall be presented to members by the Local President upon their request. ARTICLE VI OFFICERS Section 1. (a) Officers of this Local Lodge shall consist of a President, Vice President, Recording Secretary, Secretary-Treasurer, Conductor-Sentinel and a Board of Trustees consisting of three (3) members. (b) Duties of Local Lodge officers shall conform with the IAM Constitution. (c) The Conductor-Sentinel shall have a notebook at all Local Lodge 776-B meetings for members to record their attendance if they so wish. (d) It shall be the duty of the Recording Secretary to record the committeeman's attendance from the Sentinel's committeeman attendance sheet. Section 2. All officers of this Local Lodge shall be elected for a three 3-year term and shall be elected and installed in accordance with the IAM Constitution. 3 Section 3. The allowances paid to officers of this Local Lodge shall be as follows: President - $40.00, Vice President -$30.00, Recording Secretary -$40.00, Secretary-Treasurer - $40.00, Conductor-Sentinel - $30.00. Local Lodge Officers shall be paid for all actual lost time hours after selection by Local Lodge President and approval by membership. Section 4. A vacancy occurring in the office of Local Lodge President because of death, resignation, incapacity or other cause shall be filled by the Vice President as called out in the IAM Constitution. All other vacancies of offices between elections covering officers shall be filled by temporary appointment by the President of the Lodge with the approval of the Local Lodge. Such temporary appointments shall be for such period as is reasonably required to bring about the election of a successor in accordance with the provisions of these bylaws and the IAM Constitution. Vacancies occurring in the position of Plant Grievance Committee, Negotiating Committee, and District Delegates shall be filled with their alternate. The vacancy created in the alternate position shall be filled by temporary appointment by the President of the Lodge with the approval of the Local Lodge and shall be dealt with in the same manner as Officers. Section 5. (a) Any officer of this Lodge absenting himself from three (3) consecutive general meetings and who does not present valid reasons, should resign. Should he fail to resign, he will then be charged in negligence of his duties and tried in accordance with the applicable provisions of the IAM Constitution.

(b) Any committeeman absenting himself from three (3) consecutive meetings, regular Lodge meetings and/or committee meetings, and who does not present valid reasons, should resign. Should he fail to resign, he will be charged with negligence of his duties and tried in accordance with the IAM Constitution. (c) Effective April 1982 a member must have attended 50% of the regular lodge meetings held during the 12-month period ending the date of close of nominations in order to qualify as a candidate for Local Lodge officer, Delegate, Plant Grievance Committee, or Departmental Committeeman. Effective October 1, 1989, the Safety Committee shall be required to satisfy the above meeting attendance requirement. (d) Any member on official business for the union on the date of the Local Lodge meeting will be considered "present" for that meeting. (e) Effective 1/1/89 members who are confined because of verified illness, or on vacation, or on official IAM business approved by the Local Lodge, District Lodge, or Grand Lodge or working for an employer on regular or travel assignment, or 4 reserved military leave, at the time the Local Lodge meeting is held, shall be excused from attending Local Lodge meetings. Section 6. No officer, officers or committee members of this Local Lodge shall conduct any business of this Local Lodge or negotiate any matter pertaining to this Local Lodge, unless the membership is informed of such business or negotiations at the first meeting prior to the transaction of such business or negotiations, or at the first meeting of the Local Lodge after the transaction of such business or negotiations. This report must be made to the Lodge regardless of whether the business has been completed and while the Lodge is in session. The report should be made prior to the transaction of the business, unless the officer or officers did not know of such business or contemplated negotiations prior to the last business meeting of this Local Lodge. Section 7. Any member desiring any information concerning any business or negotiations being conducted or contemplated for future action by an officer or officers and pertaining to the Local Lodge shall have the right to request such information and to be informed in reply. It shall be the duty of the Local Lodge to give such information in full when in session at a regular or called meeting, after the last regular business meeting, or at the next succeeding regular or called meeting after the request has been made. This information shall take precedence over all other business and shall be given immediately after the Local Lodge is declared open for the transaction of business. ARTICLE VII DELEGATES & ALTERNATES Section 1. Delegates shall be elected to Aeronautical Industrial District Lodge 776 according to Article IV of the District bylaws. They shall be elected at the same time and in the same manner as Local Lodge officers and shall serve for a term of three (3) years. Section 2. Any delegate who shall be absent from three (3) consecutive meetings of the Local Lodge or District Lodge, except for sickness, leave of absence, yearly vacation or business for the organization, should resign. Should he fail to resign, he shall be charged with negligence of his duties and tried in accordance with applicable provisions of the IAM Constitution. Names of absentees shall be requested by the Local Lodge President from the District Secretary. Section 3. Alternate District delegates shall be elected at the same time and in the same manner as Local Lodge officers. There shall be one (1) alternate District delegate for each two (2) delegates, and they shall serve for a term of three (3) years.

ARTICLE VIII PLANT GRIEVANCE COMMITTEE Section 1. This Local shall elect one (1) Committeeman to serve on the Plant Grievance Committee. He shall be elected in the same manner and at the same time as Local Lodge officers and shall hold office for three (3) years. Section 2. An alternate Plant Grievance Committeeman shall be elected at the same time and in the same manner as Local Lodge officers and shall hold office for three (3) years. The alternate shall assume the position of the Plant Grievance Committeeman in his absence and in the event of vacancy in that position. Section 3. Vacancies in the position of alternate Plant Grievance Committeeman shall be filled in the same manner as Local Lodge officers, Article VI, Section 4, of these bylaws. Section 4. (a) In the event Local Lodge 776-C members desire to vote for Plant Grievance and Alternate Plant Grievance Committeeman, pending agreement with the Company for a fourth Union member on the committee, the membership of Local Lodge 776-C will vote with Local Lodge 776-B in its Plant Grievance Committeeman's election. (b) Local Lodge 776-C will not be allowed to nominate candidates in this election. (c) Special ballots of a different color will be made available for this election to Local Lodge 776-C upon written request to the President of Local Lodge 776-B. ARTICLE IX STANDING COMMITTEES Section 1. At the first meeting of each year, the President shall appoint the following committees: Legislative - (three (3) members), Sick - (three (3) members), Membership - (three (3) members), Community Services - three (3) members, and other committees as required. A Negotiating Committee, composed of two (2) members, shall be elected as called out in Article X, Section 2, of these bylaws. An Auditing Committee, composed of three (3) members, shall be elected as called out in Section 6, of this Article. Section 2. The duties of the Legislative Committee shall be as called out in the IAM Constitution. 6 Section 10. (a) Each Negotiating Committee member shall have at least one (1) alternate to serve in case of any absence or vacancy in the committee. Alternate Negotiating Committee members shall be elected at the same time as the Negotiating Committee. The candidate receiving the highest number of votes shall be called upon first. (b) The Negotiating Committee shall be nominated and elected during the November and December elections. This Committee shall be elected in the same manner as Local Lodge Officers, and shall assume their positions at the same time as the officers assume the duties of their offices, and shall serve for the duration of the P & M Agreement. (c) Vacancies in this committee shall be filled in the same manner as Local Lodge officers as called for in Section 4 of Article VI of these bylaws. Section 11. (a) This Local shall elect two (2) Committeemen to serve on the Safety Committee. They shall be elected in the same manner and at the same time as Local Lodge officers and shall hold their position for three (3) years. (b) An Alternate Safety Committeeman shall be elected at the same time and in the same manner as Local Lodge officers and shall hold such position for three (3) years. The Alternate shall assume the position of the Safety Committeeman in his absence and in the event of a vacancy in that position. (c) It shall be the duty of the Safety Committeeman to assist in the prevention, correction and elimination of all hazardous and unhealthy working conditions and practices.

(d) Vacancies in the position of Alternate Safety Committeeman shall be filled in the same manner as Local Lodge officers, Article VI, Section 4, of these bylaws. Section 12. The Community Services Committee will aid members of the Local who have problems by assisting them with information to the agencies that can aid them. ARTICLE X ELECTIONS Section 1. All candidates specified in this Article shall qualify under the provisions of the IAM Constitution. Any candidate for any of the elective posts, including Departmental Committeeman within the gift of this Local Lodge, with the exception noted in Article XI, Section 3(b), must have been a member in continuous good standing in a Local Lodge within the jurisdiction of District Lodge 776 and an employee of Lockheed Martin in Fort Worth for a period of at least one (1) year prior to nomination. No member shall be permitted to hold any office within this Local Lodge, unless he is represented by and working in the jurisdiction of this organization. Members on strike, victimized, temporarily 8unemployed, or employed by the organization may be granted exemption from this clause at the direction of the Local Lodge membership. No officer, committeeman or delegate may hold membership in any organization dual or antagonistic to the IAM. Section 2. All Local Lodge officers, District Delegates, Alternate District Delegates, Plant Grievance Committeeman, Alternate Plant Grievance Committeemen, Plant Safety Committeeman, Alternate Plant Safety Committeeman, and Negotiating Committee members shall be nominated, elected and installed according to the the IAM Constitution. Section 3. In all elections of this Local Lodge, the candidate(s) receiving the highest number of votes for their respective office or position shall be declared elected. Section 4. (a) The 15-day notice specified in the IAM Constitution shall apply to all elections provided under this Article. (b) It shall be the duty of the Departmental or Unit Committeeman representing off-site or travel members to keep the Recording Secretary informed of the current mailing address for the purpose of applying Section 4 of this Article. Such notices shall be mailed to the address specified to the Committeeman by the member, whether it be home address or current temporary address. Section 5. Members who reside in outlying districts more than twenty-five (25) miles from the designated balloting place, members who are either confined because of verified illness or on vacation or on official IAM business approved by the Local Lodge, District Lodge or Grand Lodge, or on military leave, or on authorized Company travel, as the case may be, shall be furnished absentee ballots on written requests mailed or delivered in person to the Recording Secretary no later than ten (10) days before the date of the election. All requests for absentee ballots shall be received at least ten (10) days prior to the election. All requests shall contain the member's name, address, shift and clock number, or card number. All requests shall be addressed to the Recording Secretary of the Local Lodge. There shall be a properly addressed envelope sent with each absentee ballot clearly marked "Official Absentee Ballot", to be returned to the Recording Secretary not later than 3:00 p.m., on voting day. The mail shall be called for between 2:00 p.m and 3:00 p.m., on election day. Section 6. (a) A sufficient number of tellers, to expedite the distribution, collection and counting of the ballots, shall be appointed by the President at the meeting when nominations for Local Lodge officers are made. The polls will open at 1:00 p.m and close at 9:15 p.m., on election day.

(b) Voting areas shall not exceed one half (2) of the auditorium. (c) There shall be a sufficient number of voting booths. 9 (d) No member shall be permitted to vote without proper identification. (e) There shall be two (2) types of ballots. There shall be one (1) ballot for absentee voting, which shall be a different color than the regular ballot. All stubs shall be numbered, but not the ballots. The Local Lodge President and the Chief Election Teller shall be responsible for obtaining said ballots. (f) All ballots shall be clearly marked so as to show the intent of the voter to the satisfaction of the Election Tellers. After the votes have been counted and/or results announced, the Tellers shall seal and protect the ballots, whether used or unused, including those spoiled or destroyed and stubs for a period of one (1) year. If no protest has been filed, it shall be the duty of the Local Lodge President and Chief Election Teller to remove seals and destroy completely all ballots and tally lists by burning at the close of such time. (g) Whenever two (2) or more are to be elected to the same office or committee, a failure to vote for the required number of candidates thereafter shall invalidate the vote for that office or committee. (h) No one shall be allowed to loiter in the voting area. (i) It shall be the duty of the Election Tellers to release the number of ballots voted at the close of polls at 9:15 p.m. (j) Any candidate or candidates desiring a watcher for the vote counting shall have the watcher register with the Local Lodge President not later than 1:00 p.m., on election day. There shall be no more than one (1) watcher for each candidate. No other member or members shall be allowed to loiter in the counting room. Section 7. Protests of all Local Lodge and Departmental Committeeman elections must be filed within thirty (30) days after the date of such election. The protest must be in writing and must set forth in detail the alleged discrepancies. It must be presented to the Local Lodge President at a regular Local Lodge meeting. The Local Lodge President shall appoint an Investigating Committee to hold hearings and investigate the validity of the protest. The committee shall be composed of three (3) members of the Local Lodge and they shall report their findings at the next Local Lodge meeting and make recommendations to the membership of the proper action to take. The voting on this recommendation shall be by secret ballot. The Local Lodge shall not be liable for pay for time lost to anyone except the Investigating Committee and the Chief Teller. If the Local Lodge President is involved in the charges, the committee shall be appointed by the Vice President. If both of these officers are involved, the District President shall appoint it. Section 8. For all other miscellaneous elections such as filling vacancies, delegates to convention, trials, etc., there shall be standard size ballots and they shall be 10marked "Official B-Lodge Ballot." These ballots will be made in at least three (3) different colors. ARTICLE XI DEPARTMENTAL COMMITTEEMEN Section 1. Committeemen, certified by the District Lodge President or Business Representative to Lockheed Martin under the collective bargaining agreement whether departmental or isolated, shall be governed by this Article. Section 2. (a) A committeeman shall be elected by plurality vote in the original or called election in his or her department.

(b) Elections shall be chaired by the Local Lodge President or his designated representative. The Order of Business shall be that of a special called meeting. Section 3. (a) A member, in order to be eligible for the position of Com-mitteeman, shall have been a member in good standing for one (1) year,and must have attended 50% of the regular Local Lodge meetings held during the 12 month period ending the date of the close of nominations. Attendance shall be determined by the sign-in sheet or other provisions of the IAM Constitution. (b) In the event a candidate is not available or willing, with one (1) year prior service required in Section 3 (a) above, the Local Lodge, by majority vote of those in attendance at any regular or special meeting, may set aside this requirement. (c) A member in good standing and in Department 990 on medical leave shall be eligible to vote in Committeeman's election in the department from which he was transferred. (d) The section also applies to all runoff elections. (e) Following the Treasurer=s report, or fifteen (15) minutes after the beginning of the Local Lodge meeting, whichever occurs first, the Local Lodge President shall then call for the Asign-in@ sheets to be closed. Section 4. In the event at least ten percent (10%) of the members in a com-mitteeman's department or isolated area do not file a petition requesting a committeeman election between December 1 and December 15, inclusive, of each year, the previously certified committeeman shall be considered duly elected. Section 5. The time of committeemen's elections shall be 2:00 p.m., unless specifically called for at another time with the request for elections. The rules governing the procedure for committeeman's elections shall be referred to as "Appendix A" of these bylaws and shall be complied with in all committeeman's elections. 11 Section 6. (a) When two (2) or more committeemen are elected at the annual committeeman's elections, the committeeman receiving the lesser number of votes shall be decertified first in a department when the number of committeemen must be reduced because of a reduction of personnel in a department. (b) If additional committeemen have been elected in a special election since the regular election and are serving, the last one elected shall be the first decertified. After this decertification, if additional committeemen are needed, the last one decertified will again be certified and serve until the next regular election. (c) In the event a committeeman is assigned temporarily to another shift in order to attend an in-plant school, for not more than ten (10) weeks duration, he shall retain his position. Section 7. (a) In the event of a vacancy caused by the creation of a new department, an increase in the employees in an old department, or the previously certified committeeman's resignation, the member who requests the appointment and has been a member in good standing the longest shall be certified and an election shall be called as soon as possible. (b) A committeeman shall appoint an alternate committeeman to serve while the duty elected committeeman is on authorized leave or out of town on assignment. (c) In the event a committeeman accepts an assignment away from the Lockheed Martin, an election may be called after thirty (30) calendar days by a petition of ten percent (10%) or more of the membership of that department to fill that vacancy. Section 8. The Committeemen shall meet in regular session on the third Tuesday of the last

month of the quarter at 2:00 P.M., except six (6) months prior to contract expiration; then they shall meet on the third Tuesday of each month at 2:00 P.M. Section 9. They shall elect a Chairman, Vice Chairman, Recording Secretary and any additional officers that they deem necessary. Section 10. A roll will be kept of all committeemen under this Local and absentees will be noted. Section 11. A quorum shall be six (6) committeemen. Section 12. Applicable portions of the IAM Constitution shall be the Order of Business. Section 13. Rules of Order shall be the same as for the Local Lodge. 12 Section 14. A standing committee shall be elected to formulate and recommend to the committeemen an education program for the committeemen's meetings. Section 15. Other standing committees may be added by a majority vote of the committeemen's meetings if the need arises. Section 16. The Chairman shall appoint temporary committees as necessary. Section 17. The purpose of the committeemen's meetings shall be education, information and cooperation with a common goal of a better union. All official Local Lodge business is reserved to this Local Lodge. Section 18. The standing committee, Chairman, Vice Chairman and Recording Secretary shall be nominated and elected at the regular March meeting. Section 19. These bylaws delete and supersede the "Committemen Rules and Regulations dated September 1, 1959". ARTICLE XII REMOVAL FROM OFFICE Section 1. This Local Lodge shall have the authority to remove from office any elected or appointed official or employee for incompetency or for any act which this Local Lodge shall consider detrimental to the cause of labor, providing that written charges are filed by a member in good standing. Any elected official or employee of the Lodge against whom charges have been filed shall, upon request of that member, be given a trial. Such trial procedures shall be governed by the procedures as outlined in the IAM Constitution. ARTICLE XIII TIME LOST Section 1. Any member or committee representing this Local Lodge whose duties require him to be away from his employment for the benefits of this Local Lodge shall be paid mileage and per diem the same as specified in the District Lodge Bylaws. Section 2. Any member or committee representing this Local Lodge whose duties require him to be away from his employment for the benefit of this Local Lodge shall be paid for the actual wages lost from his regular work, not to exceed eight (8) hours per day or forty (40) hours per week, plus 5% of base rate for Saving Plan Allowance if participating in Company Saving Plan. This section shall not apply to the regularly salaried officers whose full-time is used by this Local Lodge or to members of the Auditing Committee. There shall be no member of this Local Lodge paid for time lost on Saturday or Sunday. 13 Section 3. Members representing their Local Lodge while away from their home station shall be paid for time off during their normal workweek. They shall not be paid in excess of eight (8) hours per day, Saturday and Sunday. Section 4. Members of committees authorized to serve on behalf of Local Lodge 776-B shall

be reimbursed for actual wages lost at their applicable shop rate plus Savings Plan Allowance, if participating in Company Savings Plan. ARTICLE XIV AMENDMENTS TO BYLAWS Section 1. Any amendments to these bylaws must be handled on the basis of the following procedures: (a) All proposals must be in writing, signed by not less than five (5) members, and referred to a Bylaws Committee appointed by the President. (b) Must be read as proposed at two (2) consecutive meetings. Immediately following the second reading, the Bylaws Committee shall submit their recommendations. (c) Reasonable advance notice must be given to the membership of the time, date and place of the second reading, and vote to be taken on the Bylaws Committee's recommendations. (d) Each proposal must be considered and voted upon separately. A majority affirmative vote by those present and voting is needed for adoption. (e) Triplicate copies of approved proposals, together with the master copy of bylaws shall be referred to the International President for approval and designation of an effective date. Section 2. Nothing in these bylaws shall be construed or applied in a manner that will conflict with the provisions of the IAM Constitution. All matters arising and not specifically covered by these bylaws shall be governed by the IAM Constitution. 14 ARTICLE XV RESERVED AREA FOR GRAND LODGE REPRESENTATIVES & DISTRICT STAFF Section 1. There shall be a designated place in front of the Local Lodge meeting room for the District Staff to sit during Local Lodge meetings. This place shall be reserved for the District Staff, visiting Grand Lodge Officers and Representatives. ARTICLE XVI Section 1. All charges filed in this Local Lodge shall be governed by the IAM Constitution. This Local Lodge shall be liable only for its share of expenses in accordance with Official Circular No. 477. ARTICLE XVII BONDING Section 1. All Officers, employees or other individuals in this Local Lodge who are responsible for, or handle funds of or for the Local Lodge, shall be bonded in accordance with the IAM Constitution and the IAM Policy relating thereto. APPENDIX "A" Section 1. The election must be chaired by the Local Lodge President or his designated representative. This election must be held in the following manner: (a) Check all members to make sure they are in good standing with the Lodge. (b) Open nominations for committeeman. (c) After nominations have been closed, the Chairperson shall get a count of the members present. Anyone not present at the end of the count of members, he/she shall not be allowed to vote on the first ballot. (d) Each member that has been counted will receive one (1) ballot. (e) When it appears that everyone has voted, the Chairperson shall ask "has everyone voted?" If everyone has voted, the Chairperson shall have the Tellers count the ballots.

Approved for and in behalf of International President