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Limited Liability Corporation Bylaws

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					                             Bylaws: Buckroe Improvement League
                                      (September 2008)


                                           ARTICLE I

                                       Name and Location

        The name of the limited liability corporation is Buckroe Improvement League, LLC,
hereinafter referred to as the “League.” The principal office of the League shall be in the City of
Hampton, Virginia. Meetings of members and directors may be held at such places within the
City of Hampton as may be designated by the Board of Directors.

                                           ARTICLE II

                                             Purpose

         The League is organized for the specific purpose of improving, conserving, and
revitalizing the business, housing, social, and economic conditions associated with the quality of
life of the citizens of the Buckroe area of Hampton, Virginia. No pecuniary gain o r profit to the
members is contemplated.

        To promote the health, safety and social welfare of the residents within Buckroe and to
further these purposes, the League is empowered and authorized to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for furtherance and
accomplishment of its purpose, and for the protection and benefit of the League, including but
not limited to the following:

       (a) enter into any kind of activity and contracts, valid in law, with any party or parties,
           including contracts with members of the League and any public body, necessary to or
           in connection with, or incidental to, the accomplishments of the purpose of the
           League;

       (b) administer and operate the League’s activities, including hiring a director and staff
           and entering into any agreement for the management of the League during its
           operation;

       (c) acquire, operate, maintain, improve, buy, own, sell, co nvey, assign, mortgage, rent or
           lease any real estate and any personal property necessary for the operation of the
           League;

       (d) borrow money and issue evidence of indebtedness in furtherance of the League’s
           business and secure any such indebtedness by deed of trust, mortgage, pledge or lien;




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       (e) lend money, make grants, or investments in furtherance of the purpose of the League;

       (f) participate in mergers, joint ventures, and or consolidation with other non-profit
           organizations for similar purposes and projects;

       (g) bring or defend actions at law or in equity; and

       (h) have and exercise any and all powers, rights, and privileges with a limited liability
           corporation organized under the provisions of Chapter 2 of Title 13.1 of the code of
           Virginia of 1950, as amended, is entitled.

                                            ARTICLE III

                                             Limitations

        No part of the net earnings of the limited liability corporation shall inure to the benefit of,
or be distributable to its members, directors, officers, or other private persons, except to eligible
participants of programs and projects that are authorized for the established purposes of the
League, limited to the program or project goals and published eligibility criteria. No substantial
part of the activities of the corporation shall be devoted to the carrying or preparing propaganda,
or otherwise attempting to influence any political campaign on behalf of any person for public
office.

        Notwithstanding, any other provisions of these Bylaws, the limited liability corporation
shall not carry on any other activities which are prohibited by a corporation exempt from Federal
Income Tax under section 501(c)(3) of the Internal Revenue Code as amended.

                                            ARTICLE IV

                                             Membership

       Every person, family, or entity who has a vested interest in the purpose of the League
and who has paid their annual dues is a member in good standing of the League, and is entitled to
one vote.

                                            ARTICLE V

                                               Meeting

        Section 1. Annual Meeting. The annual meeting of the membership and directors of the
limited liability corporation shall be held on the fourth Tuesday in January of each year for the
election of officers and directors for the transaction of such other business as may properly come
before the meeting. The time and place of the meeting will be fixed by the Board of Directors. A
majority of the members, in person or proxy, shall constitute a quorum at any meeting. If a
quorum is not present, those in attendance may adjourn the meeting from time to time until a
quorum is secured.



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       Section 2. Regular Board Meetings. The regular meeting of the Board of Directors of
the League will be held on the second Tuesday of each month at the time and place fixed by the
Board of Directors..

        Section 3. Regular Meetings. The regular meeting of the membership of the League will
be held on the fouth Tuesday of each month at a time and place established by the Board of
Directors of the League.

        Section 4. Special Meetings. A special meeting of the directors may be called at any
time by the President or by the President upon the written request of not less than three (3)
directors. Any such written request shall state the purpose of the meeting and shall be mailed or
delivered to the president.

        Section 5. Place of Meeting. The Board of Directors may designate any place, either
within or outside the City of Hampton, Virginia as the place for the meeting.

        Section 6. Notice of Meeting. Oral or written notice stating the place, date, and hour of
meetings of the directors and the purpose or purposes for which any special meeting is called
shall be given by or under the direction of the Secretary to each director as it appears on the
records of the limited liability corporation. Attendance by a person at a meeting shall constitute
a waiver of notice of such meeting, except when a person attends for the express purpose of
objecting at the beginning of the meeting that is not lawfully called or convened.

       Section 7. Quorum. A majority of the directors, in person or proxy, shall constitute a
quorum at any meeting. If a quorum is not present, those in attendance may adjourn the meeting
from time to time until a quorum is secured.

        Section 8. Consent in lieu of Meeting. Whenever a vote of directors at a meeting is
required or permitted to be taken in connection with any corporate action by any provision of
Statute or the Articles of Incorporation, such meeting and vote may be dispensed with if all of
the directors who would have been entitled to vote upon the action if such a meeting were being
held shall consent in writing to such corporate action being taken.

       Section 9. Voting. Each director shall be entitled to one (1) vote.

                                          ARTICLE IV

                                        Board of Directors

       Section 1. Makeup of Board.

       (a) Number. The affairs of the League shall be managed by a Board of Directors,
           hereinafter called “Board,” who shall be members in good standing of the League.




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           The initial Board of Directors will serve until the first annual meeting or until such
           time, as a successor is elected and qualified.

       (b) The Board of Directors shall consist of seven (7) directors.

       (c) Four (4) directors shall be elected in 2009 for a two-year term and three (3) directors
           for a one year term, thereafter all directors shall be elected for two- year terms.

       Section 2. Duties. It shall be the duty of the Board of Directors to:

       (a) cause to be kept a complete record of all its acts and corporate affairs and to present a
           statement, including a financial statement at least quarterly;

       (b) employ and supervise an executive director of the League who shall be the Chief
           Operating officer;

       (c) prepare, or cause to be prepared, on an annual basis, for each forthcoming fiscal year,
           a detailed operating budget for such year and presented to the membership;

       (d) designate depositories for the League funds and designate those officers, agents
           and/or employee who shall have authority to withdraw funds from the League’s
           accounts on behalf of the League;

       (e) exercise its powers and duties in good faith and in the best interest of the League, and
           to this end to avoid conflicts of interest.

                                          ARTICLE VII

                                    Officers and Their Duties

        Section 1. Enumeration of Officers. The officers of the League shall be a President, and
a First Vice President, a Second Vice President, a Secretary and a Treasurer. All Officers of the
League shall at all times be members of the Board of Directors.

        Section 2. Election of Officers. The election of Officers shall take place immediately
after the annual meeting of the membership and shall be elected by the Board of Directors by
majority vote.

        Section 3. Term. The officers of this league shall hold office for a term of two years,
unless they shall sooner be removed or otherwise disqualified to serve.

        Section 4. Resignation and Removal. Any officer may be removed from office, with or
without cause, by a 2/3 majority of the membership. Any officer may resign at any time by
giving written notice to the Board, the President or the Secretary. Such resignation shall take
effect on the date of receipt of such notice or at any later time specified therein, and, unless




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otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective.

       Section 5. Vacancies. A vacancy in any office may be filled by appointment by the
Board at any meeting of the Board. The officer so appointed to such vacancy shall serve for the
remainder to the term of the officer he replaces.

       Section 6. Duties. The duties of the officers are as follows:

       (a) President – The President shall preside at all meetings of the membership and the
           Board; shall see that orders and resolutions of the membership and Board are carried
           out; appoint all committee chairmen with the assent of the Board: shall sign all
           leases, mortgages, deeds and other written instruments in the name and behalf of the
           League and shall co-sign all checks and promissory notes.

       (b) First Vice President – The First Vice President shall act in the place and stead of the
           President in the event of the President’s absence, inability or refusal to act, and shall
           exercise and discharge such other duties as may be required of him by the Board.

       (c) Second Vice President – The Second Vice President shall act as official host to all
           guest and organizations; act as liaison with all committee chairpersons and such other
           duties as may be required by the Board.

       (d) Secretary – The Secretary shall record the votes and keep the minutes of all meetings
           and proceedings of the League and of the Members; keep the corporate seal of the
           League and affix it on all papers requiring said seal; serve or cause to be served notice
           of meetings of the Board and of the Members; keep appropriate current records
           showing the Members of the League, together with their addresses, and shall perform
           such other duties as are required by the Board.

       (e) Treasurer – The Treasurer shall oversea the receipt and deposit in appropriate bank
           accounts of all monies of the League and shall disburse or cause to be disbursed such
           funds as directed by resolution of the Board of Directors. Keep or cause to be kept
           proper books or account, cause an annual audit of the League’s books to be made by a
           public accountant at the completion of each fiscal year; and shall prepare an annual
           statement of income and expenditures to be presented at the regular annual meeting of
           the members and deliver a copy of each to the Members.

                                          ARTICLE VIII

                                     Nomination and Election

         Section 1. Nominating Committee. The Board of the League shall appoint in October of
each year a Nominating Committee consisting of three League members in good standing. The
President shall designate one of the members to become Chairman. The committee shall prepare
a slate of nominees to fill the vacancies created by Directors who are completing the term of



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office to the membership at the annual meeting. Additionally, nominations may be received
from the floor. Directors shall be voted on by the membership by secret ballot.

        Section 2. Term of Office. The terms of the Directors shall be for two years. At the first
annual meeting of the limited liability corporation, the Directors terms first elected shall be so
arranged so that four or three terms shall expire each year. In any case where the immediate past
president would not otherwise be serving as a member of the board he shall serve as an ex-
officio member for a term of one year.

        Section 3. Voting. Each member in good standing shall be entitled to one vote and they
shall be elected by a majority of those members voting.

                                           ARTICLE IX

                                            Committees

       Section 1. Committees. The President may from time to time establish any special
committees that he deems necessary. These committees shall serve for specific purposes and be
discharged by the President upon the completion of the assignment.


                                           ARTICLE X

                                        Books and Records

        The book, records, and papers of the League shall at all times, during reasonable business
hours, be subject to inspection by a member.

                                           ARTICLE XI

                            Indemnification of Officers and Directors

         Each officer and director of the League in consideration of his services as such, shall be
indemnified by the League to the extent permitted by law against expenses and liabilities
reasonably incurred by him in connection with the defense of any action, suit, or proceeding,
civil or criminal, to which he may be a party of being or having been a director or officer of the
League. The foregoing right of indemnification shall not be exclusive of any other rights to
which the director or officer or person may be entitled by law or agreement, or vote of the
members or otherwise.

                                           ARTICLE XII

                                      Parliamentary Authority




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       The rules contained in Robert’s Rules of Order Newly Revised shall govern the conduct
of meetings of the League in all cases to which they are applicable and in which they are not
inconsistent with the Articles of Incorporation and Bylaws of this Limited Liability Corporation.

                                          ARTICLE XIII

                                            Dissolution

        The League may be dissolved in the manner prescribed by the applicable statues of the
Commonwealth of Virginia. Upon dissolution of the League, after paying or making provision
for the payment of the liabilities of the Limited Liability Corporation, the assets both real and
personal, shall be dedicated to an appropriate 501(c) (3) Agency or Corporation to be devoted, as
nearly as practicable, to the same purpose as to those to which they were required to be devoted
by the League. In no event shall any of the assets of the League insure to the benefit of any
individual or member upon dissolution.

                                          ARTICLE XIV

                                        General Provisions

        Section 1. Waiver of Notice. Whenever notice is required to be given under any
provision of the statutes or the Articles of Incorporation or Bylaws, a written waiver thereof,
signed by the person entitled.

         Section 2. Seal. The corporate seal, subject to alteration by the Board of Directors, shall
be in the form of a circle and shall bear the name of the limited liability corporation and the year
of its incorporation. Such seal may be used by causing it or a facsimile thereof to be affixed or
in any other manner reproduced.

       Section 3. Fiscal Year. The fiscal year shall be that of the City of Hampton – beginning
January 1 and ending December 31 of each year unless otherwise provided by the Board of
Directors.

        Section 4. Gender. the use of the masculine form of pronouns has been done for
convenience only. In every instance the tender of the pronoun shall be deemed to conform to the
sex of the officer, director or member as the case may be.

     Section 5. Amendments. These bylaws may be amended at any meeting of the
membership at which a quorum, is present, by a two-thirds vote of those present and voting.




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