BY-LAWS

BY-LAWS OF THE AMERICAN UNITARIAN CONFERENCE

ARTICLE I: PURPOSES AND PRINCIPLES

A. Purposes. The purposes for which the Conference is organized are (a) to promote the Unitarian faith; to educate its members, congregants and the public about Unitarian values, history and religious tradition; to develop Unitarian educational, theological, spiritual and inspirational material for the benefit of its members, congregations and the general public; to promote charitable acts and causes; to foster fellowship and goodwill among its members, congregants and the public; to promote reason in religion, religious tolerance and freedom of conscience; to promote the moral, ethical and responsible exercise of free will; to promote a free society; and (b) to further such other purposes as are exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding tax section of any future federal tax code.

B. Religious Principles. The religious principles that shall guide the Directors and Officers of the Conference are:

1. God’s presence is made known in a myriad of ways. Religion should promote a free and responsible search for truth, meaning, communion and love.

2. Reason is a gift from God. Religion should embrace reason and its progeny, including the scientific enterprise which explores God’s creation.

3. Free will is a gift from God. Religion should assist in the effort to find a path that exercises that gift in a responsible, constructive and ethical manner.

4. Conscious of the complexity of creation, of the limits of human understanding and of humanity’s capacity for evil in the name of religion, we hold that humility, religious tolerance and freedom of conscience should be a central part of any religious experience.

5. Religious experience is most fulfilling in the context of a tradition. Our religious tradition is the Unitarian tradition, which emphasizes the importance of reason in religion, tolerance and the unity of God.

6. Revelation is ongoing. Religion should draw inspiration not only from its own tradition but from other religious traditions, philosophy and the arts. Although paying due regard for the hard lessons learned in the past and to the importance of religious tradition, religion should not be stagnant but should employ reason and religious experience to evolve in a constructive, enlightened and fulfilling way.

7. Conscious of the spiritual and material needs of our fellow men and women, the evil they may be subjected to and the tragedies they may endure, works of mercy and compassion should be a part of any religious experience.

C. Governance Principles. The principles of corporate governance that shall guide the Directors and Officers of the Conference are:

1. All persons were created equal before God. The Conference shall not discriminate against anyone except on the basis of character, qualifications or merit.

2. The Conference believes that separation of church and state is an important principle. Thus the Conference will not engage in political, policy or lobbying activity and make no political, policy or lobbying declarations except in narrow instances where government is directly affecting religious practice.

3. Being a Conference of free churches, each member church shall have the right to call or ordain any person it so chooses to the ministry based on its own criteria. The duties and responsibilities of the clergy shall be determined by each member church. The Conference shall maintain a list of ordained clergy associated with the Conference.

4. Ministers shall have the right to associate with the American Unitarian Conference by using the Conference name as part of his or her title or otherwise once called or ordained unless that right is specifically revoked by the Board of Directors of the AUC. The only grounds for revoking this right of association are actions or statements inconsistent with the statement of religious principles of the Conference or actions or statements inconsistent with the Conference governance principles.

5. A member congregation shall have the right to use the name of the American Unitarian Conference as part of its name or otherwise unless that right is specifically revoked by the Board of Directors of the AUC. The only grounds for revoking this right of association are actions or statements inconsistent with the statement of religious principles of the Conference or actions or statements inconsistent with the Conference governance principles.

6. Whether or not a congregation employs clergy shall not affect the standing of a congregation within the Conference.

D. Congregational Polity. Nothing in these By-Laws shall be construed as infringing on the congregational polity or internal self-government of member congregations.

ARTICLE II: PRINCIPAL OFFICE AND REGISTERED AGENT

A. Principal Office and Registered Office. The principal office and the registered office of the American Unitarian Conference, a non-profit corporation incorporated under the laws of the Commonwealth of Virginia (herein, the “Conference” or the “AUC”), shall be in the Commonwealth of Virginia at such place as may be designated by the Board of Directors.

B. Other Offices. The Conference may have such other office or offices at such suitable place or places within or without the Commonwealth of Virginia as may be designated from time to time by the Board of Directors of the Conference.

C. Registered Agent. The Conference shall have and continuously maintain in service a registered agent in the Commonwealth of Virginia in accordance with the requirements of the law of the Commonwealth of Virginia.

ARTICLE III: MEMBERS

A. In General. The corporation shall have two classes of members. The first class of members shall be individual members and the second class of members shall be congregational members.

B. Individual Members. Individual members shall be natural persons. Individual members shall become members upon paying the annual dues in the amount set from time to time by the Board of Directors and upon acceptance by the Secretary of the Conference. Individual members shall have the right to vote for Individual Member Representative Directors.

C. Congregational Members. Congregational members shall be churches or fellowships, consisting of no less than five persons, that elect to join the American Unitarian Conference. Congregational members shall become members upon paying the annual dues in the amount set from time to time by the Board of Directors and upon acceptance by the Secretary of the Conference. Congregational members shall have the right to vote for Congregational Representative Directors.

D. Additional Rights, Obligations and Qualifications. Either type of membership shall have such additional rights, obligations and qualifications as may be established from time to time by the Board of Directors.

E. Persons Who Are Members of Member Congregations. Persons who are members of a church or fellowship that is a Congregational Members are not members of the Conference simply by virtue of being a member of a church or fellowship that is a Congregational Member. Persons who are members of a church or fellowship that is a Congregational Member may join as an Individual Member of the Conference.

ARTICLE IV: BOARD OF DIRECTORS

A. General Authority. There shall be a Board of Directors of the Conference, which shall manage, supervise and control the business, property and affairs of the Conference. The Board of Directors shall be vested with the powers to appoint and remunerate agents and employees, to disburse the funds of the Conference, and to adopt such rules and regulations for the conduct of its business and affairs as shall be deemed advisable, provided, however, that the Board of Directors shall not have the power to act, or fail to act, in a manner inconsistent with these By-Laws or the Articles of Incorporation of the Conference.

B. Classes of Directors. The corporation shall have three classes of Directors. The first class of Directors shall be Association Directors; the second class of Directors shall be Individual Member Representative Directors and the third class of Directors shall be Congregational Representative Directors.

C.1. Number of Directors and Composition of Board of Directors. The Board of Directors of the Corporation shall initially be composed of the individuals named in the Articles of Incorporation. After the organizational meeting of the Conference, the Board of Directors of the Conference shall be composed of at least three (3) individuals, but not more than twenty (20) individuals

C.2. Individual Member Representative Directors. The number of Individual Member Representative Directors that shall be elected at the annual meeting shall be the number corresponding the number of individual members of the Conference set forth in the left column of table below, as of the record date for the Annual meeting.

Number of Individual Members/Number of Individual Member Representative Directors

1-99/One
100-199/Two
200-499/Three
500-999/Four
1,000-2,499/Five
2,500-9,999/Six
10,000 or greater/Seven

C.3. Congregational Representative Directors. The number of Congregational Representative Directors that shall be elected at the annual meeting shall be the number corresponding to the number of congregational members of the Conference set forth in the left column of table below, as of the record date for the Annual meeting.

Number of Congregational Members/Number of Congregational Representative Directors:

1-3/One
4-6/Two
7-9/Three
10-19/Four
20-49/Five
50-199/Six
200 or greater/Seven

C.4. Conference Directors. The term of Conference Directors shall end at the end of the calendar year. On May 15th of each year, the number of Directors who are not Conference Directors shall be counted. Provided that in no event shall there be fewer than two or greater than six Conference Directors, this number divided by two shall be number of Conference Directors for the subsequent calendar year. If that number is greater than the number of Conference Directors currently serving, then a new Conference Director seat (or seats) shall be created by the Board of Directors. If the number is fewer than the number of Conference Directors currently serving then a successor to the Conference Director(s) whose term expires (or terms expire) at the end of that calendar year shall not be chosen.

D. Association Directors. Each Association Director of the Corporation shall serve for a term of three (3) years (except for one of the initial Conference Directors). The terms of the Directors shall be staggered so that as nearly as possible one-third of the Directors will be appointed each year. The Board shall establish the expiration of terms for newly created Association Director seats. Prior to the expiration of the term of any Association Director, the class of Association Directors shall elect a successor Director. The act of a majority of Association Directors shall elect successor Association Directors. An Association Director may vote on the question of successor Association Directors without regard to whether the Director is a candidate for the Board seat being filled.

E. Individual Member Representative Directors. Each Individual Member Representative Director shall be elected by the individual members of the Corporation at the annual meeting of members for a one year term. The term shall commence upon election and continue until the successors are elected. Each individual member shall be able to cast as many votes as Individual Member Representative Directors are being elected, provided however, that the maximum number of votes that an individual member shall be able to cast for Individual Member Representative Directors is three even if the number of Individual Member Representative Directors being elected exceeds three and further provided that each vote cast by an individual member must be cast for a different candidate for Individual Member Representative Director.

F. Congregational Representative Directors. Each Congregational Representative Director shall be elected by the congregational members of the Corporation for a one year term at the annual meeting of members. The term shall commence upon election and continue until the successors are elected. Each congregational member shall be able to cast as many votes as Congregational Member Representative Directors are being elected, provided however, that the maximum number of votes that a Congregational member shall be able to cast for Congregational Member Representative Directors is three even if the number of Congregational Member Representative Directors being elected exceeds three and further provided that each vote cast by a congregational member must be cast for a different candidate for Congregational Member Representative Director. Each Congregational member must appoint and authorize one natural person to serve as the elector casting the vote of the Congregational member.

G. Vacancies. Vacancies that occur on the Board of Directors, whether by resignation, death, incapacity, removal or otherwise, of one or more Congregational Representative Directors or one or more Individual Member Representative Directors, shall be filled for the remainder of the term by act of a majority of the remaining Board of Directors. Vacancies that occur on the Board of Directors, whether by resignation, death, incapacity, removal or otherwise, of one or more Association Directors shall be filled for the remainder of the term by act of a majority of the remaining Association Directors, provided however, if there are no Association Directors remaining then said vacancies shall be filled by act of a majority of the remaining Board of Directors.

H. A Director may succeed himself, or herself, as the case may be and may vote on the question of his or her election, whether as an Association Director, an individual member or as a designated Congregational elector.

I. Resignation. Any director may resign at any time by giving written notice to the President, who shall bring such resignation to the attention of other Directors and officers of the Conference in a timely manner. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of receipt thereof as determined by the Chairman of the Board of Directors.

J. Removal. Any director may be removed from such office by a two-thirds vote of the directors at any regular or special meeting of the Board of Directors at which a quorum is present, for: (1) violation of these Bylaws; or (2) engaging in any other conduct prejudicial to the best interests of the Conference. Such removal may occur only if the director involved is first provided: (1) with notice of the charges against him or her in the form of a statement of such charges and of the time and place of the meeting of the Board of Directors scheduled for the purpose of hearing or considering such action, sent by certified or registered mail to the last known address of such director at least 30 days prior to the date of the meeting date set to consider his or her removal; and (2) an opportunity is provided to appear before the Board of Directors or forward a written statement thereto in presentation of any defense of such charges (at the involved Director’s election). The Board of Directors shall provide to the removed Director a written explanation as to (if such is the case) why such director was removed from such office and said statement shall be retained in the minutes book of corporation. The Board shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interests of the Conference.

K. Chairman of the Board of Directors. The Board of Directors shall select from among the membership of the Board of Directors, a Chairman, with the selection to occur during the first regular meeting of the Board of Directors in any given year. There shall be no restriction on the number of consecutive terms of office that may be served by the officers of the Board of Directors. The duties of the Chairman of the Board shall include but not be restricted to the convening and management of all meetings of the Board of Directors. In addition, the Chairman shall retain a general knowledge of the on-going business of the Conference. In the foregoing endeavors, the Chairman shall be assisted and informed by the President of the Conference. No individual may hold the positions of Chairman of the Board and President of the Conference simultaneously.

L. Executive Committee. If it deems it necessary, the Board of Directors may select from among its number an Executive Committee, which may meet with such frequency as the members of said Executive Committee decide is appropriate. The Executive Committee may be granted the power to consider all matters of supervision and control of the business, property and affairs of the Conference, and to make recommendations in regard to said supervision and control to the full Board of Directors. All recommendations of the Executive Committee shall be a subject to a majority vote of the directors at the next meeting of the Board of Directors following said recommendations of the Executive Committee. In the interim period between the promulgation of the recommendations of the Executive Committee and said meeting of the directors, the Conference shall abide by the recommendations of the Executive Committee. The Chairman of the Board of Directors shall serve as the chairman of the Executive Committee. The officers of the Conference shall serve as ex officio members of the Executive Committee (although they shall not be permitted a vote unless they are Directors).

M. Task Forces. If it deems it necessary, the Board of Directors shall select from among its number task forces, which may meet with such frequency as the members of said task forces decide is appropriate. The task forces shall be created for temporary and specific policy or management assignments, and shall make recommendations in regard to said assignments to the full Board of Directors. All recommendations of the task forces shall be subject to a majority vote of the directors at the next meeting of the Board of Directors following said recommendations of the task forces. In the interim period between the promulgation of the recommendations of the task forces and said meeting of the directors, the Conference need not abide by the recommendations of the task forces, which shall remain recommendatory only. The Chairman of the Board of Directors and the officers of the Conference may be selected to serve upon said task forces.

N. Regular Meeting. A regular meeting of the Board of Directors of the Conference shall be held at least twice each year, at such time, day and place as shall be designated by the Chairman of the Board of Directors in the notice of the meeting, for the purpose of transacting such business as may come before the meeting. The Board of Directors may, by resolution, provide for the holding of additional regular meetings.

O. Special Meetings. Special meetings of the Board of Directors may be called at the direction of the Chairman of the Board or by a majority of the voting directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.

P. Notice. Notice of the time, day and place of any meeting of the Board of Directors shall be given at least twenty one (21) days previous thereto by notice sent by mail, telegram or telephone to each director at his or her address as shown by the records of the Conference. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Directors may attend meetings by telephonic device.

Q. Quorum. Fifty-one (51) percent of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except if less than such number of directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

R. Manner of Acting. The act of a majority of directors at a meeting (whether in person or by telephonic device) of the Board of Directors shall be the act of the Board of Directors. In the absence of a quorum, any action taken shall be recommendatory only, but may become valid if subsequently confirmed by a majority vote, in conformance with the quorum requirements, of the Board of Directors. The Board of Directors may act by written Unanimous Consent.

S. Compensation. Members of the Board of Directors, of the Executive Committee or of the task forces shall not be compensated by the Conference for their services as members of the Board of Directors, but the Board of Directors may authorize the reimbursement of said members by the Conference for expenditures related to the activities of the Conference and Members of the Board of Directors may be reasonably remunerated for services actually rendered to the Conference.

T. Advisory Board. The Board may establish an Advisory Board consisting of Ministers and other persons from whom the Board would like to seek advice from time to time. The membership of the Advisory Board may be made publicly available.

U. Ministerial Board. The Board of Directors shall establish a Ministerial Board with such rules, rights and responsibilities as the Board of Directors shall direct. Members of the Ministerial Board shall be composed of Ministers, members of the Board of Directors and such other persons as the Board of Directors shall direct. The Ministerial Board shall recommend to the Board of Directors rules relating to the recognition, ordination and conduct of Ministers affiliated with the Conference and make recommendations to the Board of Directors as to steps that can be taken in support of Ministers affiliated with the Conference.

V. Nominating Committee. The Board shall establish a Nominating Committee for the purpose of nominating candidates to the Board of Directors to be elected at the annual meeting. The Committee shall consist of no less than five and no more than eleven persons and shall include both lay persons and ministers. The Committee may Nominate up to two times the number of Directors that will be elected at the annual meeting.

ARTICLE V: ANNUAL MEETING AND ELECTIONS

A. Annual Meeting. The annual meeting shall be held between April 1st and May 15th of each year on such date, at such time and in such place as the Board of Directors shall determine. The record date for each annual meeting shall be established by the Board of Directors, provided however, that the record date shall not be more than 60 days in advance of the date of the annual meeting. All members of the Conference that were members as of the record date shall be entitled to vote at the annual meeting.

B. Notice. Notice shall be provided by mail or electronic mail to each member within 10 days of the establishment of the record date of the annual meeting. Placing a notice in the U.S. mail or sending a notice by electronic mail to the last known street address or e-mail address of the member shall constitute notice.

C. President to Preside. The President of the Conference shall preside at the annual meeting. The President may appoint and seek the advice of a Parliamentarian.

D. Procedure. The meeting shall be conducted in accordance with the Articles of Incorporation, these By-laws and, to the extent not inconsistent with the Articles of Incorporation or these By-Laws, Roberts Rules of Order, as most recently revised. Candidates for the Board of Directors shall be nominated by the Nominating Committee or from the floor. In addition, if voting by mail is permitted, candidates may be nominated in accordance with paragraph E of this article.

E. Voting by Mail. The Board of Directors may make provision for members to vote by mail for Directors. If the Board of Directors elects to allow members to vote by mail, then the Conference must allow all candidates for Director to include a short statement in the mailing with the ballot. In order to be included as a candidate in said mailing and as a candidate at the annual meeting, a person must either (a) indicate their desire to be a candidate for Director in the form provided by the Conference and deliver to the President a statement signed by members constituting at least two percent of the members of the Conference at the close of the previous calendar year indicating support for the person’s candidacy, or (b) be nominated by the Nominating Committee. Said statement must be delivered no later than February 1. The ballot shall include information about whether or not the Nominating Committee nominated the candidate. In order to be counted, mailed ballots must arrive at the principal office of the Conference no later than two days before the beginning of the annual meeting.

F. Election of Directors. Individual Member Representative Directors and Congregational Representative Directors shall be elected at the annual meeting in the manner specified in these By-laws.

G. Resolutions. The membership may by resolution make recommendations to the Board of Directors or make statements to be provided to the membership of the Conference. In determining whether or not these resolutions are agreed to, the vote of a Congregational Member shall be deemed equal to 50 Individual Members.

ARTICLE VI: OFFICERS OF THE CONFERENCE

A. Officers. The officers of the Conference shall consist of (a) President; (b) Treasurer and (c) a Secretary. The officers of the Conference shall be appointed by, and serve in such capacity at the pleasure of, the Board of Directors of the Conference. The Officers of the Conference may be Directors. Officers of the Conference that are not also Directors shall be non-voting ex officio members of the Board of Directors as of their selection for such office.

Their responsibilities shall be as follows:

1) President. The duties of the President shall include, but not be restricted to, the daily supervision of the operations of the Conference. The President may be a part-time or full-time employee of the Conference, with compensation to be fixed by the Board of Directors, or a volunteer. The President may be reimbursed by the Conference for Conference-related expenses.

2) Treasurer. The duties of the Treasurer shall include, but not be restricted to: the soliciting and management of individual, foundation, and corporate fundraising; the devising and maintenance of contributor data bases; and the maintenance of the financial books and accounts of the corporation. The Treasurer may be a be a part-time or a full-time employee of the Conference with compensation to be fixed by the Board of Directors, or a volunteer. The Treasurer may be reimbursed by the Conference for Conference-related expenses.

3) Secretary. The duties of the Secretary shall include but not be restricted to the duties commonly incident to and vested in the office of secretary of a corporation, including attending all meetings of the Board of Directors, keeping and preserving in the books of the Conference, maintaining membership records and maintaining and distributing true minutes of the proceedings of all Board of Directors and annual meetings. He or she shall ensure that all notices are given in accordance with these Bylaws. He or she shall perform such other duties as the Chairman may, from time to time, designate. No individual may hold the positions of Secretary and President of the Conference simultaneously.

B. Resignation. Any officer may resign at any time by giving written notice to the Chairman of the Board. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of receipt by the Chairman of the Board.

C. Removal. Any officer may be removed for any reason by a two-thirds vote of the Board of Directors at any regular or special meeting of the Board at which a quorum is present. The removal of an officer of the Conference from such position of office shall not constitute his or her automatic removal from the Board of Directors if said person is also a Director.

D. Vacancies. In the case of vacancy of an office for any, the Board of Directors shall select a successor.

ARTICLE VII: OTHER MATTERS

A. Fiscal Year. The fiscal year of the Conference shall be the calendar year.

B. Corporate Seal. The Board of Directors of the Conference may provide a corporate seal.

ARTICLE VIII: INDEMNIFICATION

A. The Conference shall indemnify each member of the Board of Directors, as described in Article IV hereof, and each of its officers, as described in Article VI hereof, for the defense of civil or criminal actions or proceedings as hereinafter provided and notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law.

B. The Conference shall indemnify each of its directors and officers, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, actually and necessarily incurred or imposed as a result of such action or proceeding or any appeal therein, imposed upon or asserted against him or her by reason of being or having been such a director or officer and acting within the scope of his or her official duties, but only when he or she acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the Conference and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The Board of Directors may rely, as to all questions of law, on the advice of independent legal counsel.

C. Every reference herein to a member of the Board of Directors or officer of the Conference shall include every director and officer thereof and former director and officer thereof. This indemnification shall apply to all the judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising, allowable as above-stated. The right of indemnification herein provided shall be in addition to any and all rights to which any director or officer of the Conference might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights.

ARTICLE IX: LIMITATION ON ACTIVITIES

A. Limitations. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for goods provided and services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any political candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding tax section of any future federal income tax code or (b) by a corporation contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 or the corresponding tax section of any future federal income tax code.

B. Additional Limitations. Notwithstanding any other provision herein, the Conference shall not carry on any activities not permitted to be carried on:

1) by an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code of 1986, as an organization described in section 501(c)(3) of such Code;

2) by an organization, contributions to which are deductible under sections 170(c)(2), 501(c)(3), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code of 1986.

C. The Conference shall use its funds only to accomplish the objectives and purposes specified in these Bylaws.

ARTICLE X: DISSOLUTION

On dissolution or final liquidation, the Board of Directors shall, after paying or making provision for the payment of all the lawful debts and liabilities of the Conference, distribute all the assets of the Conference to one or more of the following categories of recipients as the Board of Directors of the Conference shall determine:

1) a non-profit organization or organizations which may have been created to succeed the Conference, as long as such organization or each of such organizations shall then qualify as an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code of 1986 as an organization described in sections 170(c)(2) and 501(c)(3) of such Code; and/or

2) a non-profit organization or organizations having similar aims and objects as the Conference and which may be selected as an appropriate recipient of such assets, as long as such organization shall then qualify as an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code of 1986 as an organization described in sections 170(c)(2) and 501(c)(3) of such Code.

ARTICLE XI: AMENDMENTS TO BYLAWS

These bylaws may be amended by a two-thirds majority vote at any meeting of the Board of Directors of the Conference. An amendment to be proposed at a meeting shall be mailed to each member of the Board of Directors at least thirty (30) days prior to the date of the meeting. An amendment so made shall be effective immediately after adoption unless an effective date is specifically adopted at the time the amendment is enacted.

Amendments to the Articles of Incorporation shall take place as specified in Virginia Code section 13.1-885, as revised.