By-Laws

of

The Elisha Kent Kane Historical Society

ARTICLE I

Members

Section 1. Membership. Membership shall be open to all persons who pay the required dues and who subscribe to the following enumerated purposes of the Society:

A. To gather, preserve, advance and disseminate knowledge about various Arctic and Antarctic explorations of the nineteenth and twentieth centuries.

B. To maintain facilities to maintain, store, preserve and display literature pertaining to exploration, and to make such literature and historical files available to the general public for research purposes.

C. To provide facilities to maintain, store, preserve and display various artifacts and records of Arctic and Antarctic expeditions.

D. To maintain liaison with museums, libraries, foundations, historical societies, colleges, universities, government agencies and other organizations involved in Arctic and Antarctic expeditions.

E. To sponsor and financially assist future exploration in the Arctic, the Antarctic, the oceans, wilderness and outer space.

F. To consult and engage in research with experts, archivists and curators of museums, historical societies and libraries having similar or related interests.

Section 2. Meetings. The Annual Meeting of the members shall be held each year at the time, place and date as may be fixed by the Trustees, or, if not so fixed, as may be determined by the Chairman of the Trustees. Special meetings shall be held whenever called by the Trustees or the Chairman of the Trustees.

Section 3. Notice of Meetings. Written notice of the place, date and hour of any meeting shall be given to each member entitled to vote at such meetings by mailing the notice by first class mail, postage prepaid, or by personal delivery, not less than ten nor more than fifty days before the date of the meeting. Notice of special meetings shall indicate the purpose for which they are called and the person or persons calling the meeting.

Section 4. Quorum, Adjournments or Meetings. At all meetings of the members a ten percent representation of the membership, present in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the members so present or represented may adjourn the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 5. Organization. The Chairman of the Trustees shall preside at all meetings or, in the absence of the Chairman, an acting Chairman shall be chosen by the members present. The Secretary of the Society shall act as Secretary at all meetings of the members, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.

Section 6. Voting. At any meeting of the members, each member present in person or by proxy shall be entitled to one vote. Upon demand of any member, any vote for Directors or upon any question before the meeting shall be by ballot.

Section 7. Action by the Members. Except as otherwise provided by law or by these By-Laws, the vote of the majority of the members entitled to vote (as outlined in Article I; Section 6, above), if a quorum is present at such time, shall be the act of the members.

ARTICLE II

Board of Trustees

Section 1. Powers and Number. The Society shall be managed by its Board of Trustees. The number of Trustees constituting the entire Board shall be no fewer than five nor greater than twenty five. The number of Trustees constituting the initial Board shall be nine.

Section 2. Election and Term of Office. Trustees shall be elected at the Annual Meeting of the members by vote of a majority of the membership present at the Annual Meeting. Trustees shall be elected to hold office for a term of three years except for the initial Board of Trustees and those Trustees shall serve for one year, two year and three year terms which terms shall be decided by the drawing of lots. Each

Trustee shall hold office until the expiration of the term for which he or she is elected or until his or her death, resignation or removal.

Section 3. Newly Created Trusteeships and Vacancies. Newly created Trusteeships and vacancies among the Trustees for any reason may be filled by vote of a majority of the Trustees then in office, and the Trustee(s) so elected shall serve until the next annual meeting.

Section 4. Resignations. Any Trustee may resign from office at any time by delivering a resignation in writing to the Chairman of the Board of Trustees, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective.

Section 5. Removal. Any Trustee elected by the members may be removed for cause or without cause by a two thirds (2/3) vote of the members.

Section 6. Meetings. Meetings of the Board may be held at any time within or without the State of New York as the Board may from time to time fix or as shall be specified in the notice, or waivers of notice thereof. The Annual Meeting of the Board of Trustees in each year shall be held as soon as possible following the Annual Meeting of the members; not to exceed thirty days from the date of the Annual Meeting of the members. Other regular meetings of the Board shall be held when called. Special meetings of the Board shall be held whenever called by the Board of Trustees or the Chairman of the Board, in each case at such time and place as shall be fixed by the person or persons calling the meeting.

Section 7. Quorum and Voting. Unless a greater proportion is required by Law, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Except as otherwise provided by Law, or these By-Laws, the vote of a majority of the Trustees present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Section 8. Action by the Board. Any action required or permitted to be taken by the Board or any Committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or Committee shall be filled with the minutes of the proceedings of the Board or Committee. Any one or more members of the Board or any Committee thereto may participate in the meeting of the Board or Committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 9. Notice of Meetings. Notice of the time and place of each regular or special meeting of the Board, together with a written agenda stating all matters upon which

action is proposed to be taken and, to the extent possible, copies of all documents upon which action is proposed to be taken shall be mailed to each Trustee, postage prepaid, addressed to him or her at his or her residence or principal place of business (or at such other address as he or she may have designated in a written request filed with the Secretary), at least eight days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by telegram or cablegram or given personally or by telephone, no less than forty eight hours before the time at which such meeting is to be held. Notice of a meeting need not be given to any Trustee who submits a signed Waiver of Notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.

ARTICLE III

Duties of Trustees, Officers, Employees and Agents

Section 1. Number and Qualifications. The Officers of the Society shall be the Chairman, a Secretary, a treasurer and other such Officers, if any, including one or more Vice Chairmen, as the Board of Trustees may from time to time appoint. One person may hold more than one office in the Society, except that no one person may hold the office of Chairman and Secretary. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.

Section 2. Election and Term of Office. The officers of the Society shall be chosen at the Annual Meeting of the Board of Trustees, by a majority of the Trustees, held immediately following the Annual Meeting of the members.

Section 3. Employees and Other Agents. The Board of Trustees may appoint from time to time such employees and other agents as it shall deem necessary, each of whom shall hold office during the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, as the Board of Trustees may from time to time determine.

Section 4. Removal. Any Officer, employee or agent of the Society may be removed with or without cause by a vote of a majority of the Board of Trustees.

Section 5. Vacancies. In case of any vacancy of any office, a successor to fill the unexpired portion of the term may be elected by the Board of Trustees.

Section 6. Chairman: Powers and Duties. The Chairman shall preside at all meetings of the members and of the Board of Trustees, shall have general supervision of the affairs of the Society and shall keep the Board of Trustees fully informed about the activities of the Society. He or she has the power to sign alone, unless the Board of Trustees shall specifically require an additional signature, in the name of the Society all contracts authorized either generally or specifically by the Board. He or she shall perform such other duties as shall from time to time be assigned by the Board of Trustees.

Section 7. Vice Chairmen: Powers and duties. The Vice Chairmen shall have such powers and duties as may be assigned to them by the Board of Trustees. In the absence of the Chairman, the Vice Chairmen, in order designated by the Board of Trustees, shall perform the duties of the Chairman.

Section 8. Secretary: Powers and Duties. The Secretary shall act as secretary of all such meetings. He or she shall be responsible for the giving and serving of all notices of the Society and shall perform all the duties customarily incident to the office of the Secretary, subject to the control of the Board of Trustees, and shall perform such other duties as shall from time to time be assigned by the Board of Trustees.

Section 9. Treasurer: Powers and Duties. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Society, and shall deposit, or cause to be deposited all moneys and other valuable effects of the Society in the name and to the credit of the Society in such banks or depositories as the Board of Trustees may designate. At the Annual Meeting of the Board of Trustees, he or she shall render a statement of the Society’s accounts. He or she shall at all reasonable times exhibit the Society’s books and accounts to any Officer or Trustee of the Society and shall perform all duties incident to the position of Treasurer subject to the control of the Board of Trustees, and shall, when required, give such authority for the faithful performance of his or her duties as the Board of Trustees may determine.

ARTICLE IV

Committees

Section 1. Committees of the Board. The Board, by resolution adopted by a majority of the entire Board, may establish and appoint an executive and other standing Committees. The Chairman of the Board of Trustees shall appoint the Chairman of each Committee. Each Committee so appointed shall consist of three or more Trustees and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters:

A. The filling of vacancies on the Board or on any Committee;

B. The amendment or repeal of the By-Laws or the adoption of new By-Laws;

C. The amendment or repeal of any resolution of the Board which, by its terms, so not be so amendable or repealable;

D. The fixing of compensation of the Trustees for serving on the Board or any Committee.

Special Committees may be appointed by the Chairman of the Board of Trustees with the consent of the Board and shall have only the powers specifically delegated to them by the Board.

Section 2. Committees of the Society. The Board or the members may create Committees of the Society. Committees created by the Board shall be appointed by the Chairman of the Board of Trustees with the consent of the Board. Committees created by the members shall be elected by the members, unless the members authorize the Chairman to appoint said Committees with the consent of the Board.

ARTICLE V

Board of Advisors

Section 1. Powers. The Board of Trustees may appoint from time to time any number of persons as Advisors to the Society, to act either singly or as a Committee or Committees. Each such Advisor shall hold office during the pleasure of the Board, and shall have such authority and obligations as the Board may from time to time determine.

Section 2. No Compensation. No such Advisor of the Society shall receive any salary, compensation or emolument for any service rendered to the Society, except that the Board of Trustees may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Society.

ARTICLE VI

Contracts, Checks, Bank Accounts and Investments.

Section 1. Checks, Notes and Contracts. The Board of Trustees is authorized to select such depositories as it shall deem proper for the funds of the Society and shall determine who shall be authorized in the Society’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.

Section 2. Investments. The funds of the Society may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Trustees may deem desirable.

ARTICLE VII

Office and Books

Section 1. Office. The Office of the Society shall be located at 71 West 23rd Street, New York, NY 10010, or at such place as the Board may from time to time determine.

Section 2. Books. There shall be kept at the Office of the Society correct books or accounts of the activities and transactions of the Society including a minute book, which shall contain a copy of the Charter or Provisional Charter, a copy of these By-Laws, and all minutes of meetings of the members and Board of Trustees.

ARTICLE VIII

Fiscal Year

The fiscal year of the Society shall be determined by the Board of Trustees.

ARTICLE IX

Indemnification

The Society may, to the fullest extent now or hereafter permitted by Law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was a director, officer, employee or agent of the Society, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees.

ARTICLE X

Amendments

These By-Laws may be amended by the affirmative vote of the Trustees then in office at any meeting of the Board of Trustees, or by the members of the Society at a meeting duly called for the purpose of amending these By-Laws, provided notice of the proposed amendment has been included in the notice of the meeting.