Section 2. Initiation Fee and Dues. Every applicant for active membership accepted by the Board of Directors shall become a member of the Foundation by the payment of such fees and initial annual dues as may be established from time to time by the Board of Directors to become an active member and shall be considered in good standing so long as such active member continues to pay such fees and annual dues in such installments and at such times as the Board of Directors may determine. The Board of Directors may prorate for a partial year the initial membership dues.

Section 3. Termination of Membership. Active members whose dues are in arrears may be removed as active members by the Board of Directors, provided that such members shall first, by notice, be given an opportunity to continue their active membership by paying within 30 days of the date of notice both the dues in arrears and the current dues. Notwithstanding the foregoing, no active member shall be considered to be in good standing if such member is not current in payment of his dues.

ARTICLE III - Directors.

Section 1. General Powers. The affairs of the Foundation shall be managed by the Board of Directors. A majority of the Directors elected and serving shall constitute a quorum. The Directors may adopt such other rules and regulations for the conduct of their meeting and the management of the affairs of the Foundation as they deem proper and are not inconsistent with these bylaws and the articles of incorporation.

Section 2. Number and Qualification. The Board of Directors shall be 13 in number. Directors must be members in good standing. No member may be nominated as a candidate to the Board of Directors if the election of such candidate would result in the candidate serving as a Director simultaneously with his or her spouse. Directors shall be elected for terms of three calendar years each in three classes, or to fill vacancies for shorter terms.

Section 3. Nominations. Each year prior to the annual membership meeting of the Foundation, the President shall appoint a Nominating Committee. The Nominating Committee shall transmit to the President in sufficient time to provide notice thereof to the Board of Directors prior to the annual membership meeting a list of persons for election to the Board of Directors, at least equal to the number of Directors whose terms shall expire at the end of that current calendar year. The President shall publish the list of nominees to the Board of Directors at their next meeting and the Board of Directors may approve or amend such list. Any member in good standing may suggest suitable candidates to the Nominating Committee, and make nominations from the floor at the annual meeting, but all candidates for election shall have previously signified their willingness to serve if elected.

Section 4. Election of Directors. The annual meeting of the Foundation shall be held in the month of March. Vacancies among the Directors occurring during the year may be filled by the Directors as they deem proper, but such persons selected shall serve only until the end of the calendar year in which the annual membership meeting next following their appointment occurs, when the remaining unexpired term of office shall be filled by the election of the membership of the Foundation. Newly elected Directors shall be installed and take office at the beginning of the calendar year next following the calendar year in which they are elected. Directors shall serve for the term for which they were elected or until their successors are elected and installed.

ARTICLE IV - Officers.

Section 1. Required Officers. The officers of the Corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer, and such officers as may be appointed, as provided in Section 3 of this Article. All officers shall be members of the Board of Directors at the time they are elected as officers. All officers shall be elected annually by the Board of Directors in January and shall hold office for two years or until their successors are elected and qualified. All officers shall be chosen from among the Directors.

Section 2. Removal of Officers. Any officer of the Foundation may be removed with or without cause, at any time, by a resolution passed by affirmative vote of the other Directors. Vacancies among the officers may be filled at any meeting of the Board of Directors.

Section 3. Other Officers. Other officers may be appointed by the Board of Directors, including one or more Vice presidents, or one or more assistant Secretaries and assistant Treasurers, as may from time to time be deemed necessary by the Board of Directors, and shall hold office for such term as may be designated by the said Board of Directors.

Section 4. Duties. The officers of the Foundation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as from time to time shall be conferred by the Board of Directors, including specifically, but without constituting limitations, the following:

(a) President - The President shall preside at all meetings and shall represent the Foundation at public functions. He shall sign and execute in the name of the Foundation all legal instruments and other papers for the transaction of the Foundation's affairs.

(b) Vice President - The duties of the President shall, in his absence, devolve upon the Vice President.

(c) Treasurer - The Treasurer shall have custody of the money belonging to the Foundation, and shall deposit the same, in the name of the Foundation, in one or more insured financial institutions, as designated by the Board of Directors. All payments of money shall be made, and all checks must be signed, by the Treasurer, or in his temporary absence or incapacity, by the President, or by one of the other Directors so authorized by resolution of the Board of Directors. The Treasurer shall keep such books of account as the Board of Directors of the Foundation shall direct, and shall keep a correct roster of all members and their standing. The Treasurer shall submit a written report at every meeting of the Board which shall be attached to the Secretary's minutes. The said report will show current balances in each of the funds of the Foundation and his receipts and disbursements in detail since his last report. A report of the financial condition of the Foundation, including a statement of receipts and disbursements and a statement of assets and liabilities, shall be made by the Treasurer to the Board of Directors or to the Foundation, in each case, whenever directed by the Board, and similar reports as of the end of the fiscal year shall be submitted by the Treasurer at the meeting of the Board at which officers are elected for that year. The Treasurer, subject to the approval of the Board of Directors shall designate a financial institution in the Commonwealth of Virginia as custodian of the securities constituting the corpus of invested assets of the funds of the Foundation, and he is authorized to enter into such agreements as may be required for this purpose and to pay from the income of the appropriate fund all proper and reasonable charges connected herewith. The Treasurer shall at such times as he may be called upon to do so, produce the bank books, papers, books and other effects submitted to his keeping, for inspection and examination by the Board of Directors or a duly appointed committee. There shall be an annual audit of all books and funds presented to the Board of Directors. An auditor will be appointed by the Board of Directors. The Treasurer shall deliver all the Foundation property in his possession to a succeeding Treasurer upon notice of the due election of such successor and the giving of the security hereinbefore directed.

(d) Secretary - The Secretary shall keep minutes of all proceedings of the Board of Directors and of the Foundation. He shall have custody of the seal of the Foundation and may attach the seal to all instruments requiring it when signed and executed by the President. He shall give all required meeting notices. Notices to Directors may be given in writing. The Secretary shall keep such other records and have such other dues as may be directed by the Board of Directors.

ARTICLE V. Meetings and Voting.

Section 1. Meetings of the Foundation.

(a) Stated Meetings. The annual meeting shall be held in March on a date to be designated by the Board of Directors. Notice of the annual meeting shall be sent to all members in good standing at least 14 days prior to the meeting.

(b) Special Meetings. Special meetings of the Foundation may be called at any time by the President, by the Board of Directors, or by petition of any five members in good standing submitted in writing to the Secretary. The business of any special meeting shall be confined to the purpose or subjects as stated in the notice of the meeting which shall be sent at least seven days prior to the meeting.

Section 2. Meetings of the Board of Directors. The Board of Directors shall meet at least once each month during the months of September through June on such day and at such time and place as the Board of Directors shall designate in advance. No notice need be provided for regular meetings. Special meetings of the Board of Directors shall be called at any time by the President or at least three members of the Board. Notice of special meetings shall be provided at least two days prior to the meeting. A Director may be removed from the Board of Directors if such Director fails to attend six (6) consecutive meetings.

Section 3. Voting. Only members in good standing may vote and participate in meetings of the members of the Foundation. All questions shall be determined by a majority of the members present and in good standing, except as otherwise provided herein. In the event of a tie vote, the presiding officer of the meeting shall cast the deciding vote.

Section 4. Order of Business. Procedures at all meetings, unless specifically provided for in these bylaws, shall be in accordance with Robert's Rules of Order.

ARTICLE VI. Funds.

Section 1. The funds of the Foundation shall consist of a general fund, and such other special accounts or funds as the Board of Directors may, in its discretion, establish. All assets and funds of the Foundation shall be used exclusively to promote the objects of the Foundation as set forth in Article I.

Section 2. The general fund shall consist of all assets not otherwise allocated to special funds or accounts, and all expenditures for the general purpose of the Foundation shall be made from this fund.

Section 3. The Board of Directors may establish such special funds or accounts as may be convenient to the needs of the Foundation or the attainment of its objectives as set forth in Article I. Upon termination or dissolution of any special fund by the Board of Directors or by the Foundation, any amounts which shall have been advanced from other funds may be returned thereto, and any surplus remaining shall be transferred or disbursed by the direction of the Board of Directors.

ARTICLE VII. Miscellaneous.

Section 1. Seal. The Seal of the Foundation is affixed hereto.

Section 2. Fiscal Year. The fiscal year of the Foundation shall be the calendar year.

ARTICLE VIII.

Upon the adoption of any amendment to these Bylaws, the Board of Directors are empowered to take such steps as are necessary to effectuate the same with minimum disruption to Foundation business, to include modifying and suspending the same for up
to one year but, in any event, all amendments are to be fully operational as adopted one year following their adoption.