Bylaws: Buckroe Improvement League

(May 2007)

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 or 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 for the League during its operation;

(c) acquire, operate, maintain, improve, buy, own, sell, covey, 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;

(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 nonprofit 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 during November 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 date, time, and place of the meeting will be fixed by the Board of Directors.

Section 2. Regular Board Meetings. The regular meeting of the Board of Directors of the League will be held on the fourth Monday 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 quarterly 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. 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 2007 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 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 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 July 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 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

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 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 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.