VaAGC

Virginia Association of Genetic Counselors

Bylaws

 

BYLAWS

OF

THE VIRGINIA ASSOCIATION OF GENETIC COUNSELORS

(a Virginia nonstock nonprofit corporation)

Article I. Name and Location

 

Section 1. Name

The name of this corporation is The Virginia Association of Genetic Counselors (“VaAGC”).

Section 2. Location

The mailing address of VaAGC is c/o University of Virginia, Department of Obstetrics & Gynecology, Fetal Care Center, P.O. Box 800712, Charlottesville, VA  22908.

Article II. Mission and Vision

Section 1. Vision

The vision of VaAGC is to maximize the quality of genetic health care and to improve and promote the practice of genetic counseling in the Commonwealth of Virginia.

Section 2. Mission

The Mission of VaAGC is:

  • To increase our profession's visibility within Virginia
  • To improve collaboration and networking opportunities among genetic counselors in Virginia
  • To mobilize Virginia genetic counselors who wish to take action on issues relevant to our profession
  • To encourage professional growth and continuing education among genetic counselors in Virginia
  • To increase accessibility to and provide a centralized location for relevant information regarding genetics in Virginia

Article III. Members

Section 1. Membership

VaAGC shall have three classes of members: Full Members, Associate Members, and Student Members.

Section 2. Full Members

A full member of VaAGC shall be any genetic counselor living or working within the Commonwealth of Virginia (individually, a “Full Member” and collectively, the “Full Members” or the “General Membership”).  A genetic counselor is defined as a masters-level trained health professional holding the professional title of genetic counselor who is either board eligible or board certified.  A genetic counselor living and/or working in Virginia shall automatically be considered a member of VaAGC unless he/she electively opts out of membership.  Automatic renewal of membership will occur each calendar year unless he/she opts out of membership.

Section 3. Associate Members

An associate member of VaAGC may be any individual with a professional interest in genetics who shares the Mission and Vision of VaAGC, as stated above (individually, an “Associate Member” and collectively, the “Associate Members” or “Associate Membership”).  Interested individuals may submit an application and upon approval by current VaAGC officers, Associate Membership may either be granted or denied.  Associate Members shall not be granted a vote on topics or elections opened to the General Membership.  Associate Members will be eligible to serve on one or more VaAGC committees but shall not be eligible to hold a position as an officer or committee chair of VaAGC.

Section 4. Student Members

A student member of VaAGC may be any student who is enrolled in an accredited genetic counseling program and interested in living or working within the Commonwealth of Virginia and shares the Mission and Vision of VaAGC, as stated above (individual, a “Student Member” and collectively, the “Student Members” or “Student Membership”).  Interested students may submit an application and upon approval by current VaAGC Officers, Student Membership may either be granted or denied.  Student Members shall not be granted a vote on topics or elections opened to the General Membership.  Student Members will be eligible to serve on one or more VaAGC committees but shall not be eligible to hold a position as an officer or committee chair of VaAGC.

Section 5. Membership Dues

It is decided by the first elected Directors of VaAGC not to initiate membership dues at the inception of VaAGC.  However, the elected Directors of VaAGC may elect in the future to establish membership dues in VaAGC as operating costs increase.  Once established, failure to pay membership dues will result in exclusion from benefits of membership in VaAGC.

Section 6. Membership Rights and Privileges

Each Full Member of VaAGC shall be entitled to one vote on each matter submitted to a vote of the General Membership. Items to be voted on will include, but not be limited to, VaAGC Director elections and certain VaAGC business.  On matters involving voting of the General Membership, a majority of votes by VaAGC Full Members will decide the stated question or election.  Each Full Member of VaAGC in good standing will be eligible to hold a position as an officer of VaAGC, serve on a committee of VaAGC, and serve as a committee chair of VaAGC.  Associate and Student Members shall not be granted voting privileges on topics submitted to the voting by the General Membership.

Section 7. Membership Roster

A directory of VaAGC members will be maintained and updated in a database managed by VaAGC Secretary/Treasurer and coordinated through VaAGC Regional Representatives.  Members will be responsible for notifying VaAGC of changes in contact address or place of employment.  The Secretary/Treasurer and the Nomination and Elections Committee will ensure that an updated directory of VaAGC members is available to members when VaAGC calls for nominations for its Board of Directors and at the time of the annual meeting.  The directory may also be made available on an as needed basis for professional use by one of the membership upon approval by the Board of Directors. Every effort shall be made to keep information supplied to VaAGC directory confidential and private.


Article IV. Meeting of the Membership

Section 1. Annual VaAGC Membership Meetings

VaAGC shall hold a meeting of the members annually.  Efforts will be made to convene VaAGC membership meeting at the Annual Virginia Genetics Education Conference.  Notification of the meeting shall be made electronically no less than 10 nor more than 60 days prior to the meeting.

Section 2. Special Meetings

Special meetings of the membership may be convened with the approval of VaAGC officers. Written and/or electronic notice of such meeting shall be given to the General Membership no less than 10 nor more than 60 days before the meeting date.

Article V. Board of Directors

Section 1. Duties and Powers

The business affairs of VaAGC shall be managed by or under the direction of the Board of Directors, which shall exercise all such powers of VaAGC.

Section 2. Number and Qualification

The number of Directors constituting the entire Board of Directors of VaAGC shall be no fewer than three.  Each Director must be a Full Member of VaAGC.

Section 3. Election and Term of Office

            a.         At each annual meeting of the members, the Full Members shall elect Directors, if any, from those names submitted by the Nominations and Elections Committee.  The term of each such elected Director shall extend from the date of his/her election until the (i) earlier of his/her death, resignation or removal or (ii) the second annual meeting of the Board of Directors next succeeding his/her election and until his/her successor has been elected and qualified.  Directors may be re-elected to a second consecutive two (2) year term only, and then may not be elected again until the second annual meeting after their term expires.  Notwithstanding the foregoing, if a majority of the members deems it to be in the best interests of VaAGC, a Director may be elected to unlimited successive terms by resolution of the members making such election.  If a Director’s term expires, a successor has not been elected, and the directorship was not eliminated by a reduction in the number of Directors pursuant to these Bylaws, the Director shall continue to serve until the Director’s successor is elected or the directorship is eliminated by reducing the number of Directors pursuant to an amendment to these Bylaws.

            b.         Each Director shall be elected by a plurality of the members in person or represented by proxy entitled to vote in the election.  Each member shall be entitled to one (1) vote for each vacancy.  Cumulative voting is prohibited.  If the number of candidates who receive plurality votes exceeds the number of vacancies, those candidates with the most votes shall be elected.

Section 4. Meetings; Notice

            a.         An annual meeting of the Board of Directors shall be held on such date and at such location as the Board of Directors may determine.

            b.         The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.  Notice of any annual or regular meeting of the Board of Directors shall not be required to be given and, if given, need not, except as otherwise required by the Articles of Incorporation of VaAGC or these Bylaws, specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any annual or regular meeting, notice of such action shall be given to each Director who shall not have been present at the meeting at which such action was taken at least five (5) business days before the day on which the meeting is to be held.

            c.         Special meetings of the Board of Directors shall be held whenever called by the President, the Chairman of the Board or by any Director, at such time and place as may be specified in the notice thereof.  Notice of any special meeting of the Board of Directors shall be given at least three (3) business days before the day on which the meeting is to be held.  Such notice, unless otherwise required by the Articles of Incorporation of VaAGC or these Bylaws, need not specify the purpose of the special meeting.

            d.         Notice of meetings of the Board of Directors to the extent required to be given by these Bylaws may be given to each Director at his/her residence or usual place of business by personal delivery, regular mail, overnight courier, electronic mail, telephone call (including voicemail message) or facsimile.

            e.         Notice of a meeting of the Board of Directors need not be given to any Director who submits a signed, written waiver of notice whether before or after the date and time stated in such notice.  Such waiver shall be equivalent to the giving of such notice.

            f.          A Director’s attendance at or participation in a meeting of the Board of Directors waives any required notice to that Director of the meeting and such Director is treated as if having received notice, unless, promptly upon the Director’s arrival, such Director objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to any action taken at the meeting.

            g.         Meetings of the Board of Directors may be held in or out of the Commonwealth of Virginia.

Section 5. Quorum and Adjournments

A majority of the Board of Directors shall constitute a quorum for the transaction of business; provided that in no event shall a quorum be less than one-third (1/3) of the number of Directors fixed by Section 2 of this Article V.  A majority of the Directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 6. Manner of Acting

            a.         Unless the act of a greater number is otherwise required by law, the Articles of Incorporation of VaAGC or these Bylaws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

            b.         Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors sign a written consent setting forth such action, and the consent is filed with the minutes of proceedings of the Board of Directors.

            c.         Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or by any means of communication by which all persons participating in the meeting can simultaneously hear each other, and such participation shall constitute presence in person at the meeting.

Section 7. Nominations

The Nominations and Elections Committee shall be responsible for preparing a slate of nominees for director elections and overseeing the process of voting, including distributing ballots to the General Membership and tabulating and communicating results to the General Membership.

Section 8. Vacancies

Any vacancy in the Board of Directors, whether occurring by reason of an increase in the number of Directors or by reason of death, resignation, disqualification or removal, shall be filled for the unexpired portion of the term of such Director by a majority vote of the remaining members of the Board of Directors then in office, though less than a quorum.

Section 9. Resignation

Any Director may resign at any time by delivering written notice of such resignation to the Board of Directors or the Chairman of the Board.  Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or the Chairman of the Board.

Section 10. Removal

Any one or more of the Directors may be removed with or without cause at any time by the affirmative vote of a majority of the members entitled to vote, at a special meeting of the members called for that purpose.

Section 11. Compensation of Directors

VaAGC shall not pay any compensation to Directors for services rendered to VaAGC in their capacity as Directors, except that Directors may be reimbursed for reasonable expenses incurred in the performance of their duties as Directors of VaAGC, in amounts approved by the Board of Directors.

Article VI. Standing Committees

Section 1. Standing Committees

The Board of Directors, by resolution adopted by a majority of Directors in office, may create one or more standing committees, each consisting of two (2) or more Directors, and delegate to these committees to the extent provided in such resolutions any of the powers of the Board of Directors; provided, however, such committees shall have no authority of the Board of Directors with respect to those acts specifically reserved to the Board of Directors by resolution of the Board of Directors, in contravention of a specific policy or resolution specifically adopted by the Board of Directors or in contravention of the Virginia Nonstock Corporation Act.  Without limiting the foregoing restrictions, no committee shall have the power to (i) amend the Bylaws, (ii) elect Directors, (iii) increase or decrease the size of the Board of Directors, or (iv) approve any sale of substantially all of the assets of VaAGC, merger of VaAGC with or into another entity or dissolution of VaAGC.

The four standing committees of VaAGC shall be the Licensure and Public Policy Committee, State Meeting and Education Committee, Nominations and Elections Committee, and Communications, Marketing, and Web Design Committee.  Any member—full, associate or student—in good standing can serve on one or more committees of his/her choice.  Each committee member will have one vote on business relating to that committee.  A member of a standing committee serves one two-year term, with a minimum of a one year commitment.  Any Full Member of VaAGC may serve as a chair of a committee on which he/she serves.  Committee chairs shall be elected by the corresponding Committee members. Committee chairs may serve more than one consecutive term.

Section 2. Committee Rules

            a.         Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business.  In the absence of a contrary provision or action by the Board of Directors or in rules adopted by such committee, a majority of the entire authorized number of members of each committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and each committee shall otherwise conduct its business in the same manner as the Board of Directors conducts its business under Article V of these Bylaws.

            b.         Unless otherwise restricted by the Board of Directors, any action required or permitted to be taken at any meeting of any committee may be taken without a meeting if all members of the committee sign a written consent setting forth such action, and the consent is filed with the minutes of proceedings of the committee.

            c.         Unless otherwise restricted by the Board of Directors, members of the committee may participate in a meeting of the committee by means of conference telephone or by any means of communication by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

Section 3. Service on Committees

Each committee and member thereof shall serve at the pleasure of the Board of Directors.

Section 4. Records

Each committee shall keep regular minutes of its meetings.  Copies of the minutes of each such meeting shall be filed with the corporate records by the Secretary of VaAGC and supplied to each member of the Board of Directors.

Section 5. Compensation of Committee Members

VaAGC shall not pay any compensation to persons for services rendered to VaAGC in their capacity as members of committees of VaAGC, except that such committee members may be reimbursed for reasonable expenses incurred in the performance of their duties as committee members of VaAGC, in amounts approved by the Board of Directors and no more than such amounts paid to members of the Board of Directors for similar services.

Section 6. Licensure and Public Policy Committee

The Licensure and Public Policy Committee shall be responsible for monitoring relevant legislative activities in Virginia.  Committee members will familiarize themselves with present and future legislation of state and federal government influencing the practice of genetic counseling in Virginia.  This committee may also establish a legislative contact in Richmond. Committee members shall become familiar with legislative updates relevant to other medical groups that could similarly impact the field of genetic counseling.  The Licensure and Public Policy Committee will contribute to formal VaAGC position statements on various legislative issues and take action on those with the highest priority for our membership.

Section 7. State Meeting and Education Committee

The State Meeting and Education Committee shall be responsible for determining the date and location of the Annual Virginia Genetics Education Conference and for identifying corporate and educational sponsors to help defray costs of the meeting.  The committee will be responsible for planning, organizing, and carrying-out the objectives, agenda, and speakers for the meeting.  The State Meeting and Education Committee shall also maintain awareness of regional and state-wide educational conferences and meetings that members of VaAGC may wish to attend. Regular updates regarding educational opportunities, including the Annual Virginia Genetics Education Conference, shall be communicated to VaAGC through the website, newsletter, and email.

Section 8. Nominations and Elections Committee

The Nominations and Elections committee shall be responsible for preparing a slate of nominees for director elections and overseeing the process of voting including distributing ballots to the General Membership and tabulating and communicating results to the General Membership.

Section 9. Communications, Marketing, and Web Design Committee

The Communications, Marketing, and Web Design Committee shall be responsible for the overall operation and appearance of VaAGC public web presence.  Responsibilities include oversight of the website content, as well as the technical aspect of website design.  A quarterly newsletter will be produced for VaAGC membership with updates about activities of VaAGC and its members, as well as educational updates and items.  This Committee will be responsible for the design of the newsletter and dissemination of this bulletin.  As the Board of Directors foresees a need for marketing of VaAGC, this Committee shall be responsible for determining the appropriate methods and actions required.

Article VII. Officers

Section 1. Officers

The Board of Directors shall appoint a President, Chairman of the Board, Secretary/Treasurer, Western Regional Representative, Northern Regional Representative, Central Regional Representative, and Eastern Regional Representative. At the end of the appointed term, the immediate President will become the Past-President and the appointed member will assume the office of the President. 

All officers of VaAGC shall have such authority and perform such duties in the management and operation of VaAGC as set forth below and as prescribed in the resolutions of the Board of Directors designating and choosing such officers, and shall have such additional authority and duties as are incident to their office which are not inconsistent with such resolutions, these Bylaws or any applicable law.

Section 2. Term of Office; Election; Removal

Each officer shall hold office for the term extending from the date of his/her appointment until (i) the earlier of his/her death, resignation, or removal, or (ii) the annual meeting of the Board of Directors next succeeding his/her appointment and until his/her successor has been appointed and qualified.  Unless otherwise provided in a resolution of the Board of Directors, all officers of VaAGC shall be appointed by the Board of Directors at its annual meeting.  Any officer may be removed by the Board of Directors at any time if in the judgment of the Board of Directors, the best interests of VaAGC will be served thereby.  Such removal will be without prejudice to such officer’s contract rights, if any.  The appointment of an officer shall not of itself create contract rights.

Section 3. Resignation

Any officer may resign at any time by delivering written notice of such resignation to the Board of Directors or to the President of VaAGC.  Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or the President of VaAGC.

Section 4. Vacancies

A vacancy in any office by reason of death, resignation, removal, or any other cause, may at any time be filled for the unexpired portion of the term of such office by the Board of Directors.

Section 3. Powers and Duties of VaAGC Officers

All officers will work to uphold and promote the professional Vision and Mission of VaAGC, foster education for genetic counselors in the Commonwealth of Virginia, represent VaAGC at all regional meetings, and assist with the publication of any of VaAGC newsletters/reports.

            a.         The Chairman of the Board shall be a member of the Board of Directors and shall preside over all meetings of the Board of Directors and the members.  The Chairman of the Board shall exercise such other powers and perform such other duties as may from time to time be assigned to him/her by the Board of Directors or prescribed by these Bylaws.

b.         The Past-President shall assist VaAGC officers in the maintenance of continuity from one administration to the next.  The Past-President will be responsible for oversight and mentoring of new committee chairs and continuity of past committee projects.  The Past-President serves as liaison between committee chairs and officers.

            c.         The President shall carry out decisions on behalf of officers and serve as the primary spokesperson and representative for VaAGC members through media, legislative, and other public interactions, with review from officers. Upon assuming office, each newly appointed President shall review VaAGC Bylaws to determine the need for recommendations for revision and amendment to the Board of Directors. The President shall attend or delegate appropriate officer representation at key professional meetings throughout the state and nation.  The President will communicate with VaAGC members on a regular and/or as needed basis via listserv, website, or VaAGC newsletter.  The President will become fully knowledgeable about duties of appointed officers and subcommittees and activities deriving from each.  The President will ensure that upcoming meetings/conference calls of officers and the General Membership are scheduled and remind Full Members and officers of these meetings.  The President will also chair conference calls, meetings of VaAGC officers as well as meetings of the General Membership.

            d.         The Secretary/Treasurer shall keep minutes from the officers meetings and make these available to the membership via the website.  The Secretary/Treasurer shall act as the main communications contact for updates of the membership list of VaAGC and informational website updates.  The Secretary/Treasurer will plan and implement funding of VaAGC’s key activities/projects.  The Secretary/Treasurer will be responsible for maintaining financial records for VaAGC as well as preparation and submission of all appropriate tax forms.

            e.         The Regional Representatives shall act as liaisons between genetic counselors in their region and VaAGC officers and serve as the contact for regional resources and educational opportunities.  The Regional Representatives shall contribute regional informational updates to VaAGC Secretary/Treasurer quarterly, as well as regional membership updates as needed.  When feasible, the Regional Representatives will organize biannual meetings of regional genetic counselors for networking and/or educational purposes.  The Regional Representatives shall also provide the State Meeting and Education Committee with information regarding regional educational opportunities to be posted on the website.

Article VIII. Indemnification

Section 1. Permitted Indemnification

VaAGC may indemnify any director or officer, any former director or officer, any person who while a director or officer of VaAGC may have served at its request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and may also indemnify any employee or agent against any and all expenses and liabilities actually and necessarily incurred by such director, officer, employee or agent or imposed thereon in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigate, including appeals) to which such director, officer, employee or agent may be or is made a party by reason of being or having been such director, officer, employee or agent.

Notwithstanding the foregoing, no person shall be indemnified in relation to such matters unless such person (1) conducted himself or herself in good faith; (2) believed in the case of conduct in his or her official capacity with VaAGC that his or her conduct was in the best interest of VaAGC; and in all other cases that his or her conduct was at least not opposed to the best interests of VaAGC; and (3) in the case of any criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful.  Further, there shall be no indemnification in connection with a proceeding (1) by or in the right of VaAGC, except for reasonable expenses incurred in connection with the proceeding if it is determined that such person satisfied the relevant standard of conduct under this Section 1; or (2) in connection with any other proceeding charging improper personal benefit to such person, whether or not involving conduct in his or her official capacity, in which he or she was adjudged liable on the basis that he or she received improper personal benefit.

VaAGC may not indemnify a director, officer, employee or agent unless authorized in the specific case after a determination has been made that indemnification is permissible in the circumstances because the officer, director, employee or agent has met the standard of conduct set forth above.  The determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors that are not a party to the proceeding.  If a quorum cannot be obtained, the determination shall be made by a majority vote of a committee duly designated by the Board of Directors (including directors that are a party to the proceeding), consisting solely of two or more directors that are not a party to the proceeding.  If there are fewer than two or more disinterested directors, the determination shall be made by special legal counsel selected by the remaining disinterested directors or by the members of VaAGC.

Section 2. Mandatory Indemnification

VaAGC shall upon order of a court of competent jurisdiction indemnify a director or officer who entirely prevails in the defense of any proceeding to which he or she is a party because he or she is or was a director or officer of VaAGC, for reasonable expenses incurred by him or her in connection with the proceeding.

Section 3. Indemnification Expenses and Advances

VaAGC may pay for or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party to a proceeding in advance of final disposition of such proceeding if the individual seeking such expenses furnishes VaAGC with (a) an executed written statement of his or her good faith belief that he or she has satisfied the standard of conduct in Section 1 above; and (b) a signed written undertaking, executed personally or on his or her behalf, to repay any funds advanced if he or she is not entitled to mandatory indemnification under Section 2 above and it is ultimately determined pursuant to the procedures in Section 1 above that such individual has not satisfied the relevant standard of conduct.

Authorizations for payments under this Section 3 shall be made in accordance with the procedures set forth in Section 1 above.

Section 4. Non-Exclusivity

The provisions of this section shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to acts occurring before or after adoption hereof.  The indemnification provided by this section shall not be deemed exclusive of any other rights to which such director, officer, employee or agent may be entitled under any statute, bylaw, agreement, vote of the Board of Directors or otherwise, and shall not restrict the power of VaAGC to make any indemnification permitted by law.

Section 5. Insurance

The Board of Directors may authorize the purchase of insurance on behalf of any Director, officer, employee or other agent against any liability asserted against or incurred by him/her which arises out of such person’s status as a Director, officer, employee or agent or out of acts taken in such capacity, whether or not VaAGC would have the power to indemnify the person against that liability under law.

Section 6. Certain Limitations

In no case shall VaAGC indemnify, reimburse or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the “Code”).  Further, if at any time VaAGC is deemed to be a private Alliance within the meaning of § 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in § 4941(d) or § 4945(d), respectively, of the Code.

Section 7. Severability

If any part of this section shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be effected.

Article IX. Miscellaneous

Section 1. Fiscal Year

The fiscal year of VaAGC shall be fixed by the Board of Directors.

Section 2. Corporate Seal

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.  All rights to and interests in VaAGC’s seal, including the power to restrict its use, shall at all times be in VaAGC.

Section 3. Checks, Notes, Contracts

The Board of Directors shall determine who shall be authorized from time to time on VaAGC’s behalf to sign checks, drafts or other orders for payment of money; to sign acceptances, notes or other evidence of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.

Section 4. Books and Records; Right of Inspection

VaAGC shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board of Directors and committees having any authority of the Board of Directors.

Section 5. Amendments

The Bylaws of VaAGC may be adopted, amended or repealed in whole or in part by a majority vote of the Board of Directors then in office.

Section 6. Loans to Directors and Officers Prohibited

VaAGC shall not make any loans to Directors or officers of VaAGC.

[END OF BYLAWS]