6.2 Annual Meeting. The annual meeting of the Members, for the election of Directors and transaction of such other business as may come before the meeting, shall be held in each year on a day during the third week of September. All meetings of the Members shall be held at such place, either within or without the Commonwealth of Virginia, as from time to time may be fixed by the Directors.

6.3 Special Meeting. The President or a majority of the Members of the Board of Directors may call a special meeting of the Members for any purpose or purposes. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

6.4 Notice of Meetings. The Board of Directors shall mail written notice stating the place, day and hour of every meeting of the Members not less than ten nor more than sixty days before the date of the meeting to each member of record entitled to vote at such meeting. Notice shall be mailed to members entitled to vote at his, her or its address that appears in the record books of the Council. For any special meeting, the written notice shall state the purpose or purposes for which the meeting is called. Further notice shall be given as may be required by law. Meetings may be held without notice if all the members entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

6.5. Quorum. A majority of the members entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned for time to time by a majority of the Members present or represented by proxy without notice other than by announcement at the meeting.

6.6. Voting. At any meeting of the members each Member, other than Honorary Members, shall have one vote, in person or by proxy. Every proxy shall be in writing, dated and signed by the member entitled to vote or his duly authorized attorney-in-fact. Pursuant to Section 13.1-846, the Board of Directors may conduct an election of the Members of the Board of Directors by mailing ballots to the Members.

ARTICLE VII: BOARD OF DIRECTORS
1. Number and Qualification. The Board of Directors shall consist of not less than three (3) and no more than fifteen (15) persons who have a demonstrated interest in and concern for, as well as an ability to decide and address issues impacting upon, the Corporation's purposes, objectives and activities.
2. Elections. The initial Board of Directors shall serve until the first annual meeting following organization of the Corporation. The initial Board of Directors may appoint the first full Board of Directors. Thereafter, the directors whose terms have expired shall be elected at each annual meeting of the Members. Any director named between annual meetings shall serve for the unexpired term of the director whom he is replacing. Each director shall hold office for the term for which he is elected and until his successor shall be elected and qualified.
3. Term. Except for the initial directors, each Director shall serve for a term of three years. Despite the expiration of a director's term, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors. Directors shall be divided into three classes to prevent the terms of all of the Directors from expiring at one time. Each class of Directors shall be as nearly equally in number as possible. The number assigned to each class will be determined by, or in the manner provided in, these Bylaws or in the absence of any such provisions, then by the Directors prior to the election of a particular class.
4. Resignation and Removal. A director may resign at any time by delivering written notice to the Board of Directors, the President, or the Secretary. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A director may be removed with or without cause by a vote of those members having the authority to elect directors as provided in the Articles of Incorporation. In the event a director misses three successive meetings, whether annual, regular quarterly, or special meetings ("Non-attending Director"), the directors present at the next meeting following the third missed meeting may consider removing the Non-attending Director under this Section 4. A director may be removed if the number of votes cast to remove him constitutes a majority of the votes entitled to be caste at an election of directors.
5. Vacancy. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by the affirmative vote of the remaining directors as provided in the Articles of Incorporation.
6. Annual Meeting. The Board of Directors shall meet at least annually during the third week of October for the purpose of general organization, the election of directors, the election of officers, the designation of committees and consideration of any other business that may properly be brought before the meeting. The failure to hold the annual meeting at the time stated herein shall not affect the validity of any corporate action.
7. Regular Quarterly or Special Meeting in Addition to the Annual Meeting. Regular or special meetings of the Board of Directors may be held upon notice by word-of-mouth, letter, telegram, or cable delivered not later than twenty-four (24) hours preceding the time for the meeting, upon call of the President or Secretary of the Corporation, or at least two (2) directors.
8. Place of Meetings. Meetings of the Board of Directors, annual, regular or special, may be held either within or without the Commonwealth of Virginia.
9. Quorum and Voting. Action may be taken on a matter by the Board of Directors only at a meeting at which a quorum is present. A quorum of the Board of Directors shall consist of not less than a majority of the number of directors on the board. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors.
10. Conduct of Meetings. The President shall preside over all meetings of the directors. If he is not present, the Vice President or, if there be none, the Secretary shall preside. If none of the officers are present, a chairman shall be elected by the meeting. The Secretary of the Corporation shall act as secretary of the meetings if he is present. If he is not present, the officer presiding over the meeting shall appoint a secretary of the meeting. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct a meeting through the use of, any means of communications by which all directors participating may simultaneously hear each other during the meeting.
11. Action Without a Meeting. Any action required or permitted to be taken at a Board of Directors' meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section is effective when the last director signs the consent unless the consent specifies a different date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director. A consent signed under this Section shall have the same effect of a meeting vote and may be described as such in any document.
12. Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to chair them. Members of the committees other than the chairperson need not be directors. Each committee may have two or more members, who shall serve at the pleasure of the Board of Directors. The provisions of this Article which govern meetings, action without meetings, and quorum and voting requirements of the Board of Directors, shall apply to committees and their members as well. Each committee may exercise the authority of the Board of Directors, subject to Section 13.1-869(D) of the Code.

ARTICLE VIII: OFFICERS
1. General. The officers of the Corporation shall consist of a President who shall be the Executive Director and a Secretary, and, if elected by the Board of Directors in its discretion, a Vice President and/or Treasurer, and such other officers and assistant officers and agents as may be deemed necessary by the Board of Directors. All officers shall be elected by the Board of Directors and shall serve at the pleasure of the Board of Directors for such compensation as may be fixed by the Board. Any two or more offices may be held by the same person. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Board of Directors.
2. Resignation and Removal. An officer may resign at any time by delivering written notice to the Board of Directors. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made at a later date and the Corporation accepts the future effective date, it may fill the pending vacancy before the effective date if his successor does not take office until the effective date. The Board of Directors may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
3. Vacancies. Whenever any vacancies shall occur in any office, the vacancy shall be filled by the Board of Directors.
4. The President. The President shall be the Executive Director and shall have active executive management of the operations of the Corporation, subject to the control of the Board of Directors. The President shall preside at all meetings of the directors, discharge all the duties that devolve upon a presiding officer, see that all policies, orders and resolutions of the Board of Directors are carried out and perform such other duties as these Bylaws or the Board of Directors may prescribe. The President shall be an ex officio member of all committees of the Board of Directors.
5. The Secretary. The Secretary shall attend all meetings of the Board of Directors, and shall have the responsibility for preparing and maintaining custody of minutes of the directors meetings and for authenticating records of the Corporation. The Secretary shall keep or cause to be kept in a book provided for the purpose a true and compete record of the proceedings of all meetings. The Secretary shall be custodian of the records and the seal of the Corporation and shall see that the seal is affixed to all documents, the execution of which on behalf of the Corporation under its seal have been duly authorized. The Secretary shall attend to the giving of all notices and shall perform such other duties as these Bylaws or the Board of Directors may prescribe.
6. The Vice President. The Vice President, if any, shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as these Bylaws or the Board of Directors may prescribe.
7. The Treasurer. The Treasurer, if any, shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. The Treasurer shall be the legal custodian of all monies, notes, securities, and other valuables that may from time to time come into the possession of the Corporation. The Treasurer shall immediately deposit all funds of the Corporation coming into his hands in some reliable bank or other depository to be designated by the Board of Directors, and shall keep this bank account in the name of the Corporation. The Treasurer shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation, and shall perform such other duties as these Bylaws or the Board of Directors may prescribe.
8. Transfer of Authority. In case of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer the powers or duties of that office to any other officer or to any other director or employee of the Corporation.

ARTICLE IX: SPECIAL CORPORATE ACTS

NEGOTIABLE INSTRUMENTS, DEEDS AND CONTRACTS
All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation; all deeds, mortgages, and other written contracts and agreements to which the Corporation shall be a party; and all assignments or endorsements of registered bonds or other securities owed by the Corporation, shall be signed by such officers as the Board may from time to time direct. The Board of Directors may authorized any one of its officers to sign any of such instruments, for and in behalf of the Corporation, without necessity of countersignature; may designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, sign such instruments; and may authorize the use of facsimile signatures of any of such persons.

ARTICLE X: TRANSACTIONS WITH DIRECTORS
Any contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any firm of which one or more of its directors are members or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, officers or employees, or in which they are not interested, shall be valid for all purposes, notwithstanding the presence of the director or directors at the meeting of the Board of Directors of the Corporation that acts upon, or in reference to, the contract or transaction, and notwithstanding his or their participation in the action, if the fact of such interest be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize or ratify the contract or transaction, the interested director or directors to be counted in determining whether a quorum is present and to be entitled to vote on such authorization or ratification. This section shall be construed to invalidate any contract or other transaction that would otherwise be valid under the common and statutory law applicable to it.

ARTICLE XI: CORPORATE SEAL
The corporate seal shall be in such form as shall be approved by the Board of Directors.

ARTICLE XII: FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Board of Directors in its discretion, subject to applicable law.

ARTICLE XIII: AMENDMENT TO BYLAWS
These Bylaws may be amended or repealed by the majority vote of the directors at a meeting at which a majority of the directors then in office is present.

ARTICLE XIV: IMPLIED AMENDMENTS
Any action taken or authorized by the Board of Directors which would be inconsistent with the Bylaws then in effect, but is taken or authorized by the affirmative vote of not less than the number of directors that would be required to amend these Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as if these Bylaws had been temporarily amended or suspended to the extent necessary to permit the specific action so taken or authorized.