Constitution of the Alexandria Jaycees

PREAMBLE

We, of the younger adults of the City of Alexandria, Virginia, convinced that impetus to civic service will be added through the organized efforts, fellowships, and understanding of group of young adults of this community, do hereby associate ourselves together in a young adult's' Corporation, and so hereby adopt and establish this Constitution.

ARTICLE I - NAME

Section 1. The name of the Corporation shall be the Alexandria Jaycees, Incorporated.

Section 2. The principal address of the Corporation shall be Post Office Box 1836, Alexandria, Virginia 22313.

ARTICLE II - PURPOSE

Section 1. It shall be the purpose of the Corporation to provide the young adults with a medium of leadership in citizenship, to promote the civic, educational, commercial and industrial activities of the community, state and nation, to secure and disseminate accurate information relating thereto, and to promote mutual understanding and fellowship among its members.

ARTICLE III - MEMBERSHIP

Section 1. Any young adult of good character, whose residence and/or business address is in the City of Alexandria or its environs, and of State Jaycee age requirements, is eligible for active membership in this Corporation, with full privileges thereof, and that any such member upon attaining the age of retirement shall continue his active membership until the last day of the month of their membership anniversary.

ARTICLE IV - GOVERNMENT

Section 1. The Government of the Corporation shall be vested in a Board of Directors composed of the Officers and one director for each fifteen members of the Corporation whose dues have been paid to the National Jaycee Corporation as of January 1 immediately prior to the time of election of Officers; provided however, that the minimum number of Directors shall be five and the maximum number of Directors shall be thirty, in addition to any member holding either National or State office and not on the Board of Directors.

Section 2. The Corporation in its activities and policies shall be nonsectarian and nonpartisan.

Section 3. The Officers of the Corporation shall be President, no more than seven Vice Presidents, a State Director, Secretary, Treasurer, Sergeant-at-Arms, Parliamentarian, Legal Counsel and Chaplain. The Officers and Directors shall be elected by the entire membership as provided for in the By-Laws, except appointed Officers.

Section 4. All past presidents shall be ex-officio members of the Board of Directors without the right to vote, except the immediate past president, who, regardless of age, shall retain voting privileges for a period of one year. The immediate past president shall be Chairman of the Board of Directors.

ARTICLE V - AFFILIATION

Section 1. The Corporation shall be and hereby is affiliated with the Virginia Jaycees and the United States Junior Chamber of Commerce and the Jaycees International, and is subject to the Constitution and By-Laws of those three bodies insofar as they may affect and prescribe the function of local Jaycees.

ARTICLE VI - DUES

Section 1. The assessment and payment of dues shall be provided for in the By-Laws.

ARTICLE VII - BY-LAWS

Section 1. The Corporation may, from time to time, make and adopt such rules and regulations, known as By-Laws, as may be deemed necessary and proper in furtherance of its purposes.

ARTICLE VIII - AMENDMENTS

Section 1. Whenever a majority of the entire membership of the Board of Directors shall deem it necessary to propose amendments to this Constitution, or whenever at least ten members of the Corporation shall sign a petition proposing amendments to this Constitution and present such petition to the President, the President shall appoint a committee to place proposed amendments in proper form.

Section 2. Said committee in Section 1 of this Article shall make a report of the proper form of the proposed amendments to the Board of Directors within sixty (60) days of its appointment and the Board of Directors shall consider the proposed amendments at its next meeting not less than thirty (30) days after said committee submits its report. The proposed amendments shall be valid to all intents and purposes, as part of this Constitution, only when first approved at such meeting by a majority of the entire membership of the Board of Directors and, if such approval is given, thereafter only when actually ratified by two-thirds (2/3) of the members of the Corporation present at any duly called meeting of the membership of the Corporation, upon at least fifteen (15) days written notice by United States Mail of the actual language of the proposed amendments and of the date, time, and place of the meeting having been given to each of the members of the Corporation, at his or her last known address. Notification by United States Mail is required; other methods of communication may be additionally employed.

Section 3. Twenty-five (25) percent of the general membership of the Corporation shall constitute a quorum for purposes of the requirements of this Article.

ARTICLE IX - EFFECTIVE DATE

Section 1. This Constitution shall be effective immediately upon its passage by two-thirds vote of the members present at the meeting held February 27, 1940.

By-Laws of the Alexandria Jaycees

ARTICLE I - NAME

Section 1. The name of the Corporation, which is also referred to in these By-Laws as the "Chapter", shall be the Alexandria Jaycees, Incorporated.

Section 2. The principal address of the Corporation shall be Post Office Box 1836, Alexandria, Virginia 22313.

ARTICLE II - PURPOSE

Section 1. It shall be the purpose of the Corporation to provide the young adults with a medium for leadership in citizenship, to promote the civic, educational, commercial and industrial activities of the community, state and nation, to secure and disseminate accurate information relating thereto, and to promote mutual understanding and fellowship among its members.

Section 2. Toward these ends, this Corporation adopts the following as its Creed:

We believe:
That faith in God gives meaning and purpose to human life;
That the brotherhood of man transcends the sovereignty of nations;
That economic justice can best be won by free men through free enterprise;
That government should be of laws rather than of men;
That earth's great treasure lies in human personality;
And that service to humanity is the best work of life.

ARTICLE III - MEMBERSHIP

Section 1. Regular. Any young person meeting State Jaycee age requirements is eligible for membership in the Alexandria Jaycees. A candidate for regular membership may be sponsored by a member, and application for membership must be accompanied by payment of annual dues. All candidates for membership should be registered voters unless legally ineligible under state or national election laws.

Section 2. Life Member (Key Man Award). Life Membership in the Alexandria Jaycees is the highest award this Corporation can give its members, in recognition of their leadership, responsibility, interest and participation, in the operation and projects of this Corporation. The Board of Directors by a two-thirds vote shall have the power to grant members Life Membership, also known as the Key Man Award, in the Alexandria Jaycees. Potential candidates for Life Membership may be nominated by Members, Life Members, past recipients of the Key Man Award, Alumni Members, or Honorary Members. Past recipients of the Key Man Award and recipients of Life Membership in the Virginia Jaycees shall automatically become Life Members of the Alexandria Jaycees. Life Members shall pay no dues and shall have the same rights and privileges as regular members.

To be eligible for a Life Membership, candidates must possess the following minimum criteria:

(i) Potential candidates must have at least five (5) years of dues-paid membership in the Chapter, two of which must be served consecutively immediately prior to being awarded this honor.

(ii) Potential candidates must have demonstrated selfless dedication to the Chapter and acted at the highest level of integrity, honesty, and responsibility as a Jaycee.

(iii) Potential candidates must have demonstrated leadership skills to the Chapter, either by chairing projects, serving on the Board of Directors, or by some other means.

(iv) If a candidate reaches the age of retirement before achieving five (5) years, the Board of Directors, may, at its discretion, bestow the honor to that candidate.

(v) If a member has already reached the age of retirement and has also met the above mentioned criteria, then he/she may be eligible for this award.

Any Life Member attaining the age of retirement as defined in the Constitution shall retain the rights and privileges of active membership with the exception of the right to vote, hold office, or to serve as chairman of committees. Members of this Corporation who receive a Life Membership shall, for the purposes of honor and distinction, and for no other purposes, be banded together as the "Life Member Club of the Alexandria Jaycees." Said Club shall not constitute a separate entity, nor shall it have any status whatsoever, separate and apart from this Corporation.

Section 3. Honorary Member. The Board of Directors shall have the power to grant honorary membership to persons who, by their interest in the Corporation, in the opinion of the Board of Directors, merit such membership. A vote of two-thirds of the Board members present at any regular meeting of the Board is required to grant honorary membership. Honorary members shall have the same rights and privileges as Life Members.

Section 4. Alumni Member. Upon attaining the age of retirement from the Jaycees, any member may choose to become an Alumni member of the Alexandria Jaycees. Their purpose is to give aid and support to the Chapter and its membership. Alumni members shall retain the rights and privileges of active membership, with the exception of the right to vote, hold office, chair projects, or to serve as chairman of committees. Alumni members shall pay annual dues, which will be set by the Board of Directors.

Section 5. Expulsion. A Regular, Life or Honorary member whose conduct becomes so contrary to the principles and ideals of this Corporation as to disparagingly affect its dignity, respect and reputation may be expelled from the Chapter. The expulsion process may be initiated in either of two ways:

(i) A petition stating the alleged conduct, signed by at least 25% of the general membership, and submitted to the Board of Directors.

(ii) A resolution stating the alleged conduct, passed by a 2/3 vote of the entire Board of Directors.

Upon initiation as described above, the member will be notified in writing within 7 days of the petition submission or Board of Directors vote. The notification will be sent by US mail to the member's last known address and shall include the alleged conduct. The President shall call a special meeting of the general membership to consider the expulsion not less than 30 days nor more than 45 days after the date of the petition submission or Board of Directors vote; the Secretary shall mail notice of the special meeting to all members at least 14 days in advance of the special meeting date. The notifications will be sent by US mail to the last known addresses of the members; the notification shall not include the member's name or the alleged conduct. At the special meeting, a quorum of the entire Chapter membership shall be required to conduct business. If a quorum is not achieved, the President shall call another special meeting of the general membership in accordance with this section; this process shall be repeated until a quorum is achieved. At the special meeting, the member's conduct will be discussed and an expulsion vote will be taken. A vote of the majority of the entire Chapter membership is required to affirm the expulsion. If the expulsion is affirmed, the expulsion is successful and the member shall be immediately expelled from the Chapter. The Secretary shall send notification of the successful expulsion to the State and National legal counsels. If the expulsion is not affirmed, the member shall retain all rights and privileges of membership, and the Board of Directors shall not consider another resolution against the member based upon substantially similar information as the petition or resolution that initiated the impeachment process.

The expelled member may not rejoin the Chapter until after one year from the date of expulsion, when he may petition the Board of Directors to be allowed to rejoin the Chapter. A 2/3 vote of the Board of Directors in the affirmative is necessary to allow the expelled member to rejoin.

ARTICLE IV - MEETINGS

Section 1. A meeting of the membership shall be held the fourth Monday of every month, unless this date shall fall on a recognized holiday or the eve of such holiday, or for any other reason appearing to the Board of Directors said date is unsuitable or inappropriate, then another date shall be fixed by the Board of Directors and due notice mailed to the membership. Other meetings must be called by the president upon petition of fifteen (15) active members. Twenty-five (25) percent of the general membership shall constitute a quorum and majority of those present shall rule, unless otherwise herein provided.

Section 2. The Board of Directors shall meet monthly. A meeting of the Board of Directors may also be called at the request of the President. At all meetings of the Board of Directors, a majority of active Board members shall constitute a quorum. A majority of those present shall rule, unless otherwise herein provided. The President, or in his stead, an officer appointed by the President, shall preside.

Section 3. The Executive Board shall meet monthly. A meeting of the Executive Board may also be called at the request of the President.

Section 4. The Annual Meeting of the Corporation ("Charter Night") shall be held in the month of May.

Section 5. Robert's Rules of Order shall govern the proceedings of all meetings of the Corporation and its constitutional parts unless contrary to the provisions of this Constitution and By-Laws.

ARTICLE V - ELECTIONS

Section 1. Election of Officers and Directors shall take place at the October Membership Meeting. Not less than sixty days (60) prior to the October Membership Meeting, the Chairman of the Board shall chair and appoint a Nominating Committee of not less than five (5), nor more than seven (7) members.

Section 2. The Nominating Committee shall, prior to the September Membership meeting, offer an information session on the roles and responsibilities of all elected offices. The Nominating Committee shall, at the September Membership meeting present to the members in writing, the names of the candidates for each office and Directorship to be filled that year. Additional nominations may be made from the floor. All nominations made pursuant to the provisions of this section shall be considered certified by the Nominating Committee.

Section 3. Additional nominations for each office may be made from the floor at the time of elections only if there are less than two (2) candidates certified by the Nominating Committee.

Section 4. Except as provided herein, Officers shall be elected in the order in which they are set forth in Article IV, Section 3 of the Constitution. Vice Presidents shall be elected in order of succession to the President as set forth in Article VI, Section 3 of these By-Laws.

Section 5. Voting shall be by active members present. Active members for the purpose of this section shall mean those members who were members of the Corporation on the first day of the calendar month preceding election, and whose dues are paid in full for the current fiscal year. No member shall cast more than one (1) ballot.

Section 6. A candidate for any office other than Director must receive a majority of all votes cast in order to be elected. If after the first ballot, no majority vote has been reached, the name and number of votes received by each candidate will be announced by the presiding officer. If after two (2) ballots there is no election, the winner shall be selected by holding another ballot for the two (2) candidates receiving the highest number of votes on the previous ballot.

Section 7. In the election of Directors, the candidates receiving a majority of votes cast shall be elected. In the event less than four (4) candidates receive the majority of votes cast, the candidate receiving the lowest number of votes, or, if two (2) candidates tie for lowest number of votes, shall be eliminated on each successive ballot, and balloting shall proceed until the remainder of the positions are filled by majority vote.

Section 8. No elected officer, except a Vice President, shall be eligible for the same office for two (2) consecutive years. Should a Vice President succeed himself, he may not for two (2) consecutive years discharge the duties of the same portfolio. The restrictions of this Section shall not apply to an officer elected to serve less than six (6) months of an unexpired term

Section 9. Officers and Directors shall take office on the first day of January succeeding their election and shall serve for a term of one (1) year.

ARTICLE VI - OFFICERS

Section 1. Chairman of the Board. The Chairman of the Board shall be the immediate past president of the Alexandria Jaycees. The Chairman of the Board shall provide the President and the Board of Directors with advice and counsel as appropriate. In addition, the Chairman of the Board shall serve as chairman of the Nominating Committee. The Chairman of the Board shall be a voting member of the Board of Directors.

Section 2. President. It shall be the responsibility of the President: to supervise the affairs of the Corporation under the direction of the Board of Directors; to preside at all Membership Meetings; to appoint committees as necessary and appropriate subject to the approval of the Board of Directors; to be an ex-officio member of all committees and other delegations, whether temporary or permanent in character; and to serve as one of the Corporation's representatives on the Virginia Jaycees Board of Directors. The President shall preside over meetings of the Board of Directors and cast a vote only in the case of a tie vote among the other members of the Board of Directors.

Section 3. The Vice Presidents. The Vice Presidents shall have charge of Management Development, Community Development, Membership Recruitment, Financial Development, Individual Development, Activation, and Communications, respectively. The President may assign additional responsibilities as he may see fit. The succession to the office of President for an interim period, in the event of resignation or incapacity of the President, shall be the Management Development Vice President, Membership Recruitment Vice President, Community Development Vice President, Financial Development Vice President, Individual Development Vice President, Membership Activation Vice President and Communications Vice President. A new President shall be elected by the Board of Directors within forty-five (45) days of said resignation or incapacity. If for any reason the position of President is not filled in a Chapter election, the Management Development Vice President shall assume this office and all accompanying responsibilities. The Vice Presidents shall submit state-required reports in a timely fashion and shall make them available to the Board of Directors upon request. The Vice Presidents shall be voting members of the Board of Directors.

Section 4. The State Director. It shall be the responsibility of the State Director: to be one of the Corporation's representatives on the Virginia Jaycees Board of Directors; to report to this Corporation on the activities of the Virginia Jaycees and other local Jaycee chapters; and to prepare and present to the Virginia Jaycees Corporation the necessary materials for the quarterly and annual state awards competition. The State Director shall submit state-required reports in a timely fashion and shall make them available to the Board of Directors upon request. The State Director shall be a voting member of the Board of Directors.

Section 5. The Secretary. It shall be the responsibility of the Secretary: to keep true and accurate minutes of as well as attendance at all Board of Directors meetings and such other meetings as designated by the President; to call Membership and Board of Directors meetings; to carry on all official correspondence as directed; and to serve as custodian of all official records and the corporate seal of the Corporation under the direction of the President and the Board of Directors. The Secretary shall be a voting member of the Board of Directors.

Section 6. The Treasurer. It shall be the responsibility of the Treasurer: to prepare both a monthly and an annual report of the finances of the Corporation to the Board of Directors and the membership; to keep accurate and complete records of all receipts and disbursements; to deposit the funds of the Corporation under the direction of the Board of Directors; and to file income tax returns as appropriate. The Treasurer shall be a voting member of the Board of Directors.

Section 7. The Sergeant-at-Arms. The Sergeant-at-Arms shall be appointed by and shall serve at the pleasure of the President, and shall be an active member, but shall not hold any other office nor be a voting member of the Board of Directors. It shall be the responsibility of the Sergeant-at-Arms to be custodian of all the Corporation's property and to maintain order at all meetings. The position of Sergeant-at-Arms is an appointed office to be confirmed by a majority of the Board of Directors.

Section 8. The Parliamentarian. It shall be the responsibility of the Parliamentarian to advise the President on the questions of rules and procedures at the meetings of the regular membership and of the Board of Directors. He shall be appointed and serve at the pleasure of the President, and shall be an active member, but shall not hold any other office in the Corporation except Legal Counsel. He shall be a non-voting member of the Board of Directors. The position of Parliamentarian is an appointed office to be confirmed by a majority of the Board of Directors.

Section 9. The Chaplain. It shall be the responsibility of the Chaplain to attend to the spiritual matters of the Corporation as well as to pronounce invocation at the Chapter functions. The Chaplain shall be appointed and serve at the pleasure of the President, and shall be an active member, but shall not hold any other office in the Corporation. He shall be a non-voting member of the Board of Directors. The position of Chaplain is an appointed office to be confirmed by a majority of the Board of Directors.

Section 10. The Legal Counsel. The Legal Counsel shall advise and provide guidance to the Corporation regarding legal matters. The Legal Counsel shall be appointed by the President, subject to confirmation by a majority of the Board of Directors, and serve at the pleasure of the President. The Legal Counsel may be any individual who is a member of the Virginia State Bar or may be a law firm, provided that at least one attorney of the law firm is a member of the Virginia State Bar. If the Legal Counsel is an individual member of the Chapter, he may not hold any other office in the Corporation except that he may serve as Parliamentarian. If the Legal Counsel is a law firm, no attorney of that law firm may hold any office in the Corporation except that such an attorney may serve as Parliamentarian.

Section 11. The Directors. In addition to those duties as outlined in Article IV, Section 1, of the Constitution, each Director shall be assigned by the President to a Vice President to assist in the administration of said Vice President's portfolio, and the President may, in addition, assign additional responsibilities as he may see fit. The President may also assign proportionately to the Directors the individual members of the Corporation for the purposes of activation and retention. Each Director shall be a voting member of the Board of Directors.

Section 12. The President, the Management Development Vice President, the Membership Recruitment Vice President, the Community Development Vice President, the Financial Development Vice President, the Individual Development Vice President, the Activation Vice President, the Communications Vice President, the State Director, the Secretary, the Treasurer, and the Chairman of the Board shall constitute the Executive Board of the Alexandria Jaycees.

ARTICLE VII - GOVERNANCE

Section 1. The number of directorships in the Corporation shall be determined each year on January 1 in the manner set forth in Article IV, Section 1 of the Constitution.

Section 2. Any member who has been a Jaycee for at least eight (8) months; chaired or co-chaired at least one project; attended at least one Board of Directors meeting, may run for the position of Officer or Director. If the member does not meet the above requirements he may personally petition the current Board of Directors at the Board of Directors meeting preceding the elections to be allowed to run for said office. The vote for or against the petition shall be done by secret ballot and the petitioner shall be notified of the results by the end of that meeting.

Section 3: No elected member of the Board of Directors, excluding the Chairman of the Board, may hold a regional, state, national or international office in addition to his or her local office without the expressed consent of the Board of Directors.

Section 4. Vacancies on the Board of Directors and on the Executive Board shall be elected at any regular or special meeting of the Board of Directors by majority vote of the members of the Board of Directors present, provided that the number of Board members present constitutes a quorum.

Section 5. Any Director who during his term of office fails to attend three (3) regular monthly Board of Directors meetings during any six (6) month period, without good cause, is automatically expelled from the Board of Directors, but may be reinstated at a regular or special meeting of the Board of Directors by a two-thirds vote of the members of the Board of Directors present, provided that the number of Board members present constitutes a quorum, upon showing good cause.

Section 6. Any member of the Executive Board, who during his term of office fails to attend two (2) regular monthly Board of Directors meetings or two (2) Executive Board meetings, without good cause and previously submitted report, is automatically discharged from their duties.

Section 7. The Board of Directors shall decide upon committees and delegations deemed proper and necessary to fulfill the objective and purposes of the Corporation. Such appointed committees or delegations shall have no authority to bind or obligate the Corporation to any expense, nor to concur in any action contrary to the expressed policy of the Corporation.

Section 8. All projects involving member activity must be approved by the Board of Directors.

Section 9. Project chairmen may be approved by the Board of Directors at a regular or special meeting of the Board.

Section 10. Elected members of the Board of Directors of the Chapter may be impeached for failure to fulfill their duties or for conduct unbecoming a person in their position. The impeachment process may be initiated in either of two ways:

(i) A petition stating the alleged failure to fulfill duty or conduct unbecoming, signed by at least 25% of the general membership, and submitted to the Board of Directors.

(ii) A resolution stating the alleged failure to fulfill duty or conduct unbecoming and passed by a 2/3 vote of the entire Board of Directors.

Upon initiation as described above, the Officer will be notified in writing within 7 days of the petition submission or Board of Directors vote. The notification will be sent by US mail to the Officer's last known address and shall include the alleged failure to fulfill duty or conduct unbecoming. The President shall call a special meeting of the general membership to consider the impeachment not less than 30 days nor more than 45 days after the date of the petition submission or Board of Directors vote; the Secretary shall mail notice of the special meeting to all members at least 14 days in advance of the special meeting date. The notifications will be sent by US mail to the last known addresses of the members and shall include the Officer's name, office, and the alleged failure to fulfill duty or conduct unbecoming. At the special meeting, a quorum of the entire Chapter membership shall be required to conduct business. If a quorum is not achieved, the President shall call another special meeting of the general membership in accordance with this section; this process shall be repeated until a quorum is achieved. At the special meeting, the officer's conduct will be discussed and an impeachment vote will be taken. A vote of the majority of the entire Chapter membership is required to affirm the impeachment. If the impeachment is affirmed, the impeachment is successful and the Officer shall be immediately discharged from his duties. If the impeachment is not affirmed, the impeachment is not successful, the Officer shall retain his duties, and the Board of Directors shall not consider another resolution against the Officer based upon substantially similar information as the petition or resolution that initiated the impeachment process.

ARTICLE VIII - COMMITTEES

Section 1. There shall be a Long Range Planning Committee consisting of no more than twelve (12) members appointed by the President with the approval of the Board of Directors. Each member shall be appointed for a two (2) year term and may serve no more than two (2) consecutive two-year terms. The outgoing President at the December Board of Directors meeting shall appoint no more than six (6) members to the Committee. Initially, the President shall appoint six (6) members to a one-year term and six (6) to a two-year term. All members of the Long Range Planning Committee must be of active Jaycee age. All vacancies shall be filled by the President with the approval of the Board of Directors. The appointed individual shall serve the remainder of the term in office. The current Management Development Vice President and the Chairman of the Board of the Corporation will be ex-officio members of this Committee. The Committee shall be responsible for:

(i) Conducting research and making recommendations of changes involving long range plans to the Board of Directors.

(ii) Advising Board of Directors regarding long-term corporate fund raising and marketing plans.

(iii) Advising the Board of Directors regarding the development of the corporation, increasing profitability, growth, and identifying, analyzing and recommending specific actions to the Board of Directors.

(iv) Conducting special assignments as delegated by the Board of Directors.

(v) Meeting on a quarterly basis and provide a progress report to the Board of Directors on a quarterly basis.

ARTICLE IX - FINANCE

Section 1. The Executive Board shall present an annual budget for approval no later than the February meeting of the Board of Directors. The budget shall be made available to the regular membership upon request.

Section 2. Expenditures shall be made for those purposes set forth in the budget, and shall be paid by the Treasurer following approval by the Board of Directors. Expenditures not included in the budget must be approved by either the Board of Directors or membership. Individual expenditures not exceeding one hundred dollars ($100) and collectively not exceeding five hundred dollars ($500) annually may be made by the President without the prior approval of the Board of Directors.

Section 3. Checks drawn on the account of the Alexandria Jaycees shall require the signatures of any two (2) of the following Officers: the President, the Treasurer, and the Financial Development Vice President. Purchases or reimbursements shall only be made after obtaining prior approval on an expense voucher signed by the supervising officer.

Section 4. All contracts entered into on behalf of the Corporation must be approved by the Board of Directors. The President shall have sole authority to sign approved contracts on behalf of the Corporation.

Section 5. There shall be finance committee composed of three (3) members to be appointed by the incoming President not later than 15 days prior to the start of the Jaycee year for a term of one (1) year coinciding with the Jaycee year. The committee shall choose one of its members as Chairman. The committee shall examine the previous year's books and vouchers, and shall report the condition of the same in writing to the Board of Directors.

ARTICLE X - DUES

Section 1. Membership dues may be adjusted annually upon a 2/3 vote of the Board of Directors at a regular or special meeting of the Board of Directors, provided that the Board members present constitutes a quorum and there has been 60 days written notification to the Chapter.

Section 2. A one-time discount, as provided for by the State Corporation, may be offered to married couples provided both spouses begin active membership in the Corporation simultaneously.

Section 3. Any member who is in arrears in his annual dues will automatically be dropped from the membership.

ARTICLE XI - INDEMNIFICATION

Section 1. Each present or former Officer, Director and Agent of the Corporation shall be indemnified by the Corporation to the fullest extent permitted by section 13.1-883B of the Code of Virginia, as it may be amended from time to time, against liabilities, fines, penalties and claims, including amounts paid in settlement, reasonable expenses, and attorney's fees, imposed upon, threatened or asserted against him or her because he or she is or was an Officer, Director or Agent of the Corporation, in or by any action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal; provided that no such indemnification shall be made as to matters as to which he or she is finally adjudged (other than on a plea of nolo contendere) to be liable due to gross negligence or willful misconduct in the performance of his or her duties as an Officer, Director or Agent. In the event of a settlement or plea of nolo contendere, the indemnification shall be made only if the Corporation is advised by independent counsel appointed by the Board of Directors that in counsel's opinion such Officer, Director or Agent was not guilty of gross negligence or willful misconduct in the performance of his or her duties and that the settlement was or will be in the best interest of the Corporation.

Section 2. The Corporation may pay for or reimburse the reasonable expenses incurred by any applicant in advance of final determination as other disposition of any action, suit or proceeding referred to in Section 1, above if:

(i) The applicant furnishes to the Corporation a written statement of his or her good faith belief that indemnity will be due to him or her pursuant to Section 1, above;

(ii) The applicant furnishes to the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard for indemnification pursuant to Section 1, above; and

(iii) A determination is made by a majority of the members of the Board of Directors who are not parties to such action, suit or proceeding, or by opinion of independent counsel appointed by the Board of Directors, that the facts then known to those making the determination would not preclude indemnification under Section 1, above.

Section 3. Every reference herein to Officer, Director or Agent shall include every person who serves at the Corporation's request as a director, trustee, partner, officer, agent, or trustee of, or whose duties with respect to, another Corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise in which the Corporation is a creditor, or, in the case of an employee benefit plan, in which any employees of the Corporation or their beneficiaries have a present or contingent future interest, and, in all such cases, his or her executors or administrators.

Section 4. The right of indemnification provided in this Article shall not be exclusive of any other rights to which any Officer, Director or Agent may be entitled.

ARTICLE XII - LIMITATION OF LIABILITY

Section 1. In any proceeding brought by or in the right of the Corporation, or brought by or on behalf of members of the Corporation, the damages assessed against an Officer, Director, or Agent arising out of a single transaction, occurrence or course of conduct shall not exceed zero dollars ($0.00).

Section 2. The liability of an Officer, Director, or Agent of the Corporation shall not be limited as provided in this Article if the Officer, Director, or Agent engaged in willful misconduct or a knowing violation of criminal law.

Section 3. The limitation on liability adopted pursuant to this Article shall be effective with respect to acts or omissions occurring on or after the effective date of adoption of this Article.

ARTICLE XIII - POLICIES

Section 1. The Board of Directors shall have the power to make day-to-day policies, not inconsistent with these By-Laws, for the orderly administration of Chapter affairs.

Section 2. The policies of this Corporation establishing rules and procedures for the conduct of the affairs of the Corporation upon matters not inconsistent with these By-Laws upon recommendation by the Executive Committee may be declared and amended by two-thirds of the Board of Directors present at any regular or special meeting of the Board of Directors, provided the number of Board members present constitutes a quorum.

ARTICLE XIV - AMENDMENTS

Section 1. Whenever a majority of the entire membership of the Board of Directors shall deem it necessary to propose amendments to these By-Laws, or whenever at least ten members of the Corporation shall sign a petition proposing amendments to these By-Laws and present such petition to the President, the President shall appoint a committee to place proposed amendments in proper form.

Section 2. Said committee in Section 1 of this Article shall make a report of the proper form of the proposed amendments to the Board of Directors within sixty (60) days of its appointment and the Board of Directors shall consider the proposed amendments at its next meeting not less than thirty (30) days after said committee submits its report. The proposed amendments shall be valid to all intents and purposes, as part of these By-Laws, only when first approved at such meeting by a majority of the entire membership of the Board of Directors and, if such approval is given, thereafter only when actually ratified by two-thirds (2/3) of the members of the Corporation present at any duly called meeting of the membership of the Corporation, upon at least fifteen (15) days written notice by United States Mail of the actual language of the proposed amendments and of the date, time, and place of the meeting having been given to each of the members of the Corporation, at his or her last known address. Notification by United States Mail is required; other methods of communication may be additionally employed.

Section 3. Twenty-five (25) percent of the general membership of the Corporation shall constitute a quorum for purposes of the requirements of this Article.

OTHER POLICIES

Alexandria Jaycees Conduct Policy (Effective June 14, 2010)

1. A chairman of a project or Member conducting an event is authorized to dismiss from the event any person attending the project or event (to any extent the person is attending or participating with the Alexandria Jaycees) if the conduct of that person is such that the person is creating, or imminently may create, a situation that discredits the organization, endangers the safety of other members or the public, or causes damage to, or the destruction of, any property.

If a Chairman of a project or Member conducting an event has a reasonable belief the participation of a particular person may create a situation that would warrant dismissal such that the success of the project may be jeopardized, the Chairman or Member conducting the event may proactively decline to allow the person to participate in the event. A Chairman of a project or Member conducting an event is encouraged to, particularly for events held in a remote location, plan for how to dismiss a person should the need arrive.

2. Dismissal from one or more events is not the sole recourse available to the Alexandria Jaycees.

3. Members may be held responsible for the conduct of their guests.