a. The membership shall be voluntary and consist of legal residents of central Virginia, 18 years of age or older who desire to support the purposes of the organization and abide by the CVIAS bylaws and Virginia and US laws.

b. No person shall be admitted as a member without consent of the person, expressed or implied.

Section 2. (Dues)

The annual dues shall be $15.00 and may be increased or decreased at any general meeting of the organization by a two-thirds vote of the members present and voting, provided notice of the proposed amendment shall have been given at the previous meeting.

Section 3. (Payment of Dues)

Dues shall be non-refundable and payable on a yearly basis counted from the time of initial membership. Additional members shall be accepted at any time.

Section 4. (Transfer)

No member may transfer a membership to another person or entity.

Section 5. (Personal Liability)

A member is not personally liable for the acts, debts, liabilities, or obligations of the organization merely by reason of being a member thereof. Similarly the organization is not liable for any acts, debts, liabilities or obligations of its members.

Section 6. (Cancellation)

A member may cancel his or her membership at any time. This does not relieve the member from any obligations he or she may have to the organization prior to cancellation.

Section 7. (Use of Membership List)

A membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to the CVIAS activities and/or to a member's interest as member.

Section 8. (Expulsion)

No member of this organization may be expelled except pursuant to a fair and reasonable procedure carried out in good faith by the board of directors and provides: a. Not less than fifteen (15) days prior written notice of expulsion and the reasons thereof; and b. An opportunity for the member to be heard orally or in writing, not less than five days before the effective date of the expulsion. c. A member who has been expelled shall be liable to the organization for dues, assessment or fees as a result of obligations incurred by the member prior to expulsion.

ARTICLE IV - OFFICERS AND THEIR ELECTION

Section 1. (Officers)

The officers of this organization shall be a president, a vice president, a secretary, and a treasurer.

Officers shall be elected by ballot every two years at the September general meeting. However, if there is but one nominee for any office, the election may be by voice.

The election of the president and the treasurer shall take place in odd number years. The election for the vice president and secretary shall take place in even number years.

The officers shall be installed and assume their official duties no later than one month following the election.

A person shall not be eligible to serve more than two consecutive terms in the same office unless there is no other candidate for that office.

Running for office shall be open to members in good standing who have been with the society for at least 6 months.

No officer may be absent for more than two consecutive board meetings. Such absence may be grounds for removal of the officer by the membership body.

Section 2. (Nominating Committee)

a. There shall be a nominating committee consisting of three members and one alternate. The members and alternate may be recommended by the officers of the organization. Nominating committee members shall be elected by the organization at its fall general meeting. The president shall appoint one of the three regular members to chair the nominating committee. Nominations shall also be accepted from the floor.

b. Following the report of the nominating committee, an opportunity shall be given for nominations from the floor.

c. Only those who have consented to serve if elected shall be eligible for nomination, either by the committee or from the floor.

Section 3. (Vacancies)

• A person elected by majority vote of the members, notice of such an election having been given, shall fill a vacancy occurring in any office, other than presidency, for the unexpired term.

• The vice-president shall succeed to the presidency should the president resign or be unable to complete his/her term.

ARTICLE V - DUTIES OF OFFICERS

Section 1. (President's Duties)

• The president shall preside at all meetings of the organization, shall be ex-officio member of all committees except the nominating committee; and shall perform such other duties as may be prescribed in these bylaws or assigned by the organization or by two-third of the members present in person or by proxy.

Section 2. (Vice- President's Duties)

The vice-president shall act as aid to the president and shall perform the duties of the president in the absence or inability of that officer to serve.

Section 3. (Secretary's Duties)

The secretary shall keep a permanent record of minutes of all meetings of the organization and of the board and shall perform such other duties as may be delegated to him/her. He/she shall also handle all correspondence pertinent to the organization including the distribution of minutes to the members.

Section 4. (Treasurer's Duties)

• The treasurer shall receive all moneys of the organization; shall keep an accurate record of receipts and expenditures; shall pay out funds in accordance with the approved budget as authorized by the organization. The treasurer shall present a financial statement at every meeting of the organization and other times when requested by the board of directors and shall make a full report to the spring general meeting.

• The treasurer shall collect dues for which receipts shall be issued and keep a current record of paid membership.

• The treasurer's accounts shall be examined annually by the board of directors on or before the March general meeting, who shall declare their satisfaction with the records or request additional information from the treasurer.

ARTICLE VI - MEETINGS

Section 1. (Meeting schedules)

There shall be a minimum of two general meetings every year in early September and early March. The time and place of the meetings are to be determined by the officers of the organization.

Section 2. (Special meetings)

The officers may call special meetings, fifteen days notice having been given.

Section 3. (Membership privileges)

The Privileges of holding office, introducing motions, debating and voting shall be limited to members of the organization whose current dues are paid.

ARTICLE VII - BOARD OF DIRECTORS

Section 1. (Composition)

• The board of directors shall consist of the elected officers and the chairpersons of standing committees.

• The board of directors shall not have less than three (3) nor more than fifteen (15) members.

• Each director shall have one vote. In case of a tie, the president or the presiding officer shall be the tie breaker.

Section 2. (Special meetings)

Special meetings of the board of directors may be called by the president or by a majority of its members.

Section 3. (Meetings and quorum)

• Regular meetings of the board of directors shall be held at least four times a year. A majority of the board shall constitute a quorum. Time and place of the meetings are to be determined by the board.

Section 4. (Duties)

The duties of the board of directors shall be to transact necessary business between meetings, and such other business as may be referred to it by the organization, and to pass on plans of work of the committees and to present a report to the general meetings of the organization.

Section 5. (Resignation of directors)

A director may resign at any time by delivering a written notice to the board of directors, its presiding officer, or to the president or secretary

Section 6. (Removal of directors)

The majority of members who vote in person or by proxy may remove one or more directors elected by them with or without cause. All members must be notified 15 days in advance and given the appropriate ballots or petitions before any votes are taken to remove a director.

ARTICLE VIII - STANDING COMMITTEES

Section 1. (Purpose)

The officers of the organization as are deemed necessary to promote the purposes and to carry on the work of the organization shall create standing committees such as education, sports, social events. When a chair becomes vacant, the officers shall appoint a person to fill the unexpired term.

Section 2. (Committee chairperson)

The officers shall appoint the chairpersons of standing committees who are in good standing and have been members of the society for at least 6 months. The chairpersons' terms of office shall be for one year or until their successors are appointed. The chairperson shall recruit the committee members from within the membership body. No chairperson shall serve more than two years in the same chair. Chairpersons of all standing committees shall present plans of work to the board of directors. No plans of work should be undertaken without the approval of the board.

Section 3. (Special committees)

The officers may appoint ad hoc committees for special purposes.

ARTICLE IX - AMENDMENTS

Section 1. (Process for Amendment)

These bylaws may be amended at any the above-mentioned general meetings by a three-fourth vote of the members present and voting in person or by proxy, a quorum of three officers being present, provided the text of the proposed amendment has been submitted to the membership either in writing or electronic communication at least ten days prior to the meeting date, or by reading at the previous general meeting. An amendment not having been previously submitted to the membership may be adopted by a unanimous vote.

The non-religious, non-political and non-sectarian nature of this society mentioned in article II section 1-b may not be changed or amended. Additionally, article IV section 1-f may not be changed or amended.

Section 2. (Revision by petition)

Recommended changes in the bylaws shall be presented to the board of directors in writing and signed by at least 20% of membership prior to any general meeting to be presented to the general membership for a three-fourth vote of the members voting in person or by proxy.

Section 3. (Bylaw's Review)

These bylaws shall be reviewed at least every Three (3) years by the board of directors.

ARTICLE X - Continuity

· If the board fails to perform its duties outline above including but not limited to holding biannual meetings, any member or officer may call for a special meeting to ensure the continuity of the organization.

· At least 15 days advance notice must be given to all members prior to such meeting. During such meeting 2/3 of active members who are present in person or by proxy may elect new officers and board members.

ARTICLE XI - Dissolving the Organization

The organization may be dissolved by a 2/3 majority vote of its full membership at any time. In such an event any remaining funds in the treasury less any pending expenses shall be donated to a non-profit organization within 30 days or as it is prescribed by law. The non-profit organization to receive the funds shall be selected by the majority of membership body who vote in person or by proxy.

ARTICLE XII - ARTICLE OF ORGANIZATION

These bylaws of this organization shall be deemed to be its articles of organization effective immediately.

In witness whereof, we have hereunto subscribed our names this ____day of ____, 2005