Bylaws — Virginia Journal of International Law

Bylaws of the Virginia Journal of International Law Association

Article I: Name

Section I.01. Name. The name of this corporation is the Virginia Journal of International Law Association (the “Corporation”). The publications of the corporation are the Virginia Journal of International Law (“the Journal”) and the Virginia Journal of International Law Online (“the Online Journal”).

Article II: Offices

Section II.01. Registered Office. The registered office of the Corporation in the Commonwealth of Virginia shall be located at the location provided in Section 6 of the Corporation’s Articles of Incorporation.

Section II.02. Other Offices. The Corporation may also have an office or offices at such place or places, within or without the Commonwealth of Virginia, as the Board of Directors may from time to time authorize by resolution and duly adopt.

Article III: Members

Section III.01. Classes of Membership. There shall be three classes of membership: the Executive Board, the Managing Board (which is led by the Executive Board), and the Editorial Board.

Section III.02. Qualifications for Membership. Only registered students in the University of Virginia (the “University”) shall be eligible for membership. The Corporation does not restrict its membership, programs, or activities on the basis of age, color, disability, gender identity, marital status, national or ethnic origin, political affiliation, race, religion, sex (including pregnancy), sexual orientation, veteran status, and family and genetic information.

Section III.03. Removal. Any member of the Executive, Managing, or Editorial Boards may be removed from any Board, for cause, by the affirmative vote of two-thirds of the total number of Executive Board members at the time of such vote, acting at a meeting of the Executive Board in accordance with these bylaws, and such removal shall take effect immediately upon such vote. A removed member of the Executive or Managing Boards shall immediately become a member of the Editorial Board, unless they are also removed from the Editorial Board.

Section III.04. Resignation. Any member of the Executive, Managing, or Editorial Boards may resign at any time from any Board on which they sit, by delivering a written notice of resignation signed by such member or by submitting an electronic transmission to the Editor-in-Chief. Unless otherwise specified therein, such resignation shall take effect upon delivery. If a member who has resigned has not completed the full term of their position, that member may not claim their former title on the Journal as a professional qualification.

Article IV: Editorial and Managing Boards

Section IV.01. Membership via Tryout. At a time and place designated by the Executive Board, students will be invited to try out for membership on the Editorial Board. At a time to be determined by the Executive Board, the Executive Board will extend offers of membership to candidates for membership to those individuals who, in the opinion of the Executive Board, have, by their performance in a try-out procedure adopted by the Executive Board, qualified for election to the Editorial Board.

Section IV.02. Membership via Writing. The Executive Board will extend an offer of membership to any registered student of the University who submits a Note that is accepted for publication by the Editor-in-Chief.

Section IV.03. Membership via Application. For exceptional cases, the Executive Board may accept applications for membership without a writing tryout. Offers of membership shall be extended to such applicants upon the affirmative vote of a two-thirds majority of the total number of Executive Board members authorized under these bylaws at the time of such vote.

Section IV.04. Duties. Members of the Editorial Board shall assist in the Journal’s operations in such manner as the Editor-in-Chief shall prescribe.

Section IV.05. Editors. All members of the Editorial Board shall bear the title of Editor.

Section IV.06. Term. Members of the Editorial Board shall serve from their acceptance of an offer of membership until they are ineligible for membership in accordance with Section 3.02, or until they begin their term on the Managing or Executive Boards. Members of the Managing Board Shall serve for one calendar year starting at midnight at the beginning of April 1st. Managing Board terms may be renewed for one additional calendar year, subject to Section III.02.

Section IV.07. Additional Titles and Responsibilities.

(a) Notwithstanding any other provisions of this Article IV, the title of each member of the Editorial Board may be altered to conform to his or her specific duties by the affirmative vote of members constituting a majority of the total number of Executive Board members authorized under these bylaws at the time of such vote.

(b) If elected to a position on the Managing Board, Editors may serve in one of the following roles, including, but not limited to, Articles Editor, Executive Editor, Notes Editor, Research & Projects Editor, Online Editor, Assistant Managing Editor, and Submissions Editor, and Design and Technology Editor.

(c) Any title or responsibility created pursuant to this Section 4.07 may be revoked, for or without cause, by the affirmative vote of a majority of the total number of Managing Board members authorized under these bylaws at the time of such vote.

Article V: Executive Board

Section V.01. Membership.

(a) The Executive Board shall be comprised of members holding the following positions: Editor-in-Chief; Managing Editor; Research & Projects Development Editor; Articles Editor; Executive Editor; Online Development Editor; Submissions Development Editor; Notes Development Editor; or Design & Technology Development Editor.

(b) Additional positions on the Executive Board may be created by the affirmative vote of a two-thirds majority of the total number of Executive Board members authorized under these bylaws at the time of such vote, provided that the total number of Executive Board members does not exceed eleven.

(c) The title that each member of the Executive Board holds within the Journal may be altered to conform to his or her specific duties by the affirmative vote of a two-thirds majority of the total number of Executive Board members authorized under these bylaws at the time of such vote.

(d) No member of the Executive Board shall serve in the same or substantially similar office on both the Virginia Journal of International Law and any other law journal during his term. Further, during their respective terms, neither the Editor-in-Chief nor the Managing Editor shall serve as a member of any other law journal’s Executive or Managing Board (or any other substantially similar Board).

Section V.02. Term. The term of a member of the Executive Board shall last for no more than one calendar year. Terms shall begin at midnight on April 1 of each year. After the completion of a full term, members of the Executive Board retain their title with the modifier “emeritus” (e.g. Editor-in-Chief emeritus) and remain members of the Journal until they are ineligible for membership.

Section V.03. Directors. All members of the Executive Board shall serve as Directors of the Corporation.

Section V.04. Operational Control. Control of and responsibility for the editorial and operational policies of the Journal shall be vested in the Editor-in-Chief of the Journal; provided, however, that the Editor-in-Chief’s decision upon a matter of editorial or operational policy may be reversed by the affirmative vote of a two-thirds majority of the total number of Executive Board members authorized under these bylaws at the time of such vote.

Section V.05. Regular Meetings.

(a) Meetings of the Executive Board shall be held when called by the Editor-in-Chief of the Journal or by any two members of the Executive Board, at such place, date, and time as may be specified in the respective notices of such meetings. Any business may be conducted at a regular meeting.

(b) Notices of regular meetings shall be given to each member of the Executive Board. Notices of meetings shall be given personally or by electronic transmission within a reasonable time prior to the meeting. Attendance of a member at a meeting is a waiver of notice of such meeting, except when the member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section V.06. Transition Procedures.

(a) The Executive Board will meet and elect the successive Executive Board by March 15th of each year.

(b) After election, election, the successive Executive Board shall be composed of the same officers as the Executive Board with the modifier “-elect” (e.g. Editor-in-Chief-elect) until the beginning of their term, at which point they will assume their positions on the Executive Board. .

(i) April 1st of its incoming year; or

(d) the end of the fourteenth day following the selection of new members in connection with the Uniform Journal Tryout..

Section V.07. Quorum. At each meeting of the Executive Board, the presence of a majority of the total number of Executive Board members at the time of such meeting shall constitute a quorum for the transaction of business.

Section V.08. Adjournment. A majority of the Executive Board members present may adjourn any meeting of the Executive Board to another date, time or place, whether or not a quorum is present.

Section V.09. Presence by Electronic Communication. Members of the Executive Board may participate in any meeting of the Executive Board by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section V.10. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Executive Board may be taken without a meeting if all members of the Executive Board consent thereto in writing or by electronic transmission.

Section V.11.

Section V.12.

Section V.13. Vacancies. Any vacancy in the Executive or Managing Boards, including but not limited to those caused by removal of a member pursuant to Section 5.11 or resignation of a member pursuant to Section 5.12, may be filled by the affirmative vote of a majority of the total number of Executive Board members at the time of such vote, acting at a meeting of the Executive Board in accordance with these bylaws. Any person chosen to fill a vacancy shall serve the remainder of his or her predecessor’s term.

Section V.14. Conflicts.

(a) Except when excused by a unanimous vote of the Executive Board, for any meetings between or among multiple journals/other organizations in which the Editor-in-Chief maintains membership in more than one of the attending organizations, he shall cede his voting authority to the Managing Editor. If the Managing Editor is similarly conflicted, any vote(s) to be cast shall fall to next non-conflicted officer in the following order: Research & Projects Development Editor; Articles Editor; Executive Editor; Online Development Editor; Submissions Development Editor; Notes Development Editor; or Design & Technology Development Editor.

(b) Any member of the Journal may raise a conflict, if known to them, that gives rise to the conflict resolution provision in 5.14(a).

Section V.15. Recusals for Editors Accepting Submissions. An Executive Board member who evaluates submissions for publication is conflicted for evaluation purposes if:

(a) The Executive Board member has previously reviewed the submission not on behalf of VJIL; or

(b) The Executive Board member is or was closely involved in the preparation of the submission.

An Executive Board member must recuse from the evaluation of any submission for which he or she is conflicted for evaluation purposes. The evaluation will be conducted by another Executive Board member who regularly evaluates submissions and who is not conflicted for evaluation purposes. If there is no such editor, the evaluation of the submission will be conducted as the Editor-in-Chief determines appropriate.

Article VI: Board of Advisors

Section VI.01. Membership. The Executive Board may establish a Board of Advisors to the Journal consisting of attorneys or other professionals whose interests coincide with those of the Journal. Members of the Board of Advisors shall be chosen at any time by the affirmative vote of a majority of the total number of Executive Board members authorized under these bylaws at the time of such vote.

Section VI.02. Term. Members of the Board of Advisors shall be invited for terms of one year. Terms shall begin at midnight of April 1 of each year. Terms shall renew automatically unless the Executive Board prescribes otherwise by the affirmative vote of a majority of the total number of Executive Board members authorized under these bylaws at the time of such vote.

Section VI.03. Faculty Advisor. There shall be at least one member of the University of Virginia School of Law faculty on the Board of Advisors. One of these members, chosen by the affirmative vote of a majority of the total number of Executive Board members authorized under these bylaws at the time of such vote and subject to the approval of the selected member, shall be Faculty Advisor to the Journal.

Section VI.04. Duties. The Board of Advisors shall be used for purposes determined by the Executive Board.

Article VII: Members’ Meetings

Section VII.01. Annual Meetings.

(a) An annual meeting of the members shall be held in April of each year; other annual meetings may be held at any other time deemed necessary by the Executive Board.

(b) Notice of each annual meeting shall be given to each member. Such notices shall be given personally or by electronic transmission within a reasonable time prior to the meeting. Attendance of a member at a meeting is a waiver of notice of such meeting, except when the member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

(c) The annual meeting of the members may be held each year, in the registered office of the Corporation or at such other place as may be fixed by the Board of Directors and announced in the notice of the meeting.

(d) At each annual meeting, the members may transact such business as may properly be brought before the meeting and stated in the notice of the meeting.

Section VII.02. Special Meetings.

(a) A special meeting of the members shall be held when called by the Editor-in-Chief of the Journal or by any two members of the Executive Board, at such place, date, and time as may be specified in the respective notices of such meetings.

(b) Notice of each special meeting shall be given to each member. Such notices shall be given personally or by electronic transmission within a reasonable time prior to the meeting. Attendance of a member at a meeting is a waiver of notice of such meeting, except when the member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section VII.03. Quorum. At each members’ meeting, the presence of a majority of the total number of members authorized to vote at the time of such meeting shall constitute a quorum for the transaction of business.

Section VII.04. Adjournment. A majority of the members present may adjourn any meeting of the Board to another date, time, or place, whether or not a quorum is present.

Section VII.05. Conduct of Business. The Editor-in-Chief of the Journal or, in his absence, the Managing Editor of the Journal or, in his absence, any other member of the Managing Board, shall preside at such meetings.

Section VII.06. Voting.

(a) At every meeting of the entire membership of the Journal, each member of the Executive Board shall be entitled to cast one vote and each member of the Managing and Editorial Boards shall not be entitled to vote, except when the Executive Board—by a two-thirds majority vote of the entire eligible voting membership of the Executive Board—elects to modify the voting procedure to give other member categories the right to vote at least one business day prior to the meeting at which a vote is to be cast.

(b) Members shall be entitled to vote only on those matters specified in the Articles of Incorporation and the Bylaws.

Section VII.07. Presence by Electronic Communication. Members may participate in any members’ meeting by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section VII.08. Action Without a Meeting. Any action required or permitted to be taken at any members’ meeting may be taken without a meeting if all members consent thereto in writing or by electronic transmission. Such consent shall have the same force and effect as a unanimous vote of all the members.

Article VIII: Board of Directors

Section VIII.01. General Powers. Except as otherwise provided by law or the Articles of Incorporation, the management of the affairs, property, and business of the Corporation shall be vested in a Board of Directors. The Directors shall act only as a Board, and the individual Directors shall have no power as such.

Section VIII.02. Number of Directors. The Board of Directors shall consist of ten, but potentially up to eleven Directors.

Section VIII.03. Selection of Directors. All members of the Executive Board shall be Directors of the Corporation. Additional Directors shall be chosen from the Managing Board by the affirmative vote of members constituting a majority of the total number of Executive Board members at the time of such vote. All Directors must have been members of the Corporation for at least six months prior to their selection as Directors, unless prescribed otherwise by the Executive Board.

Section VIII.04. Term. Directors shall serve for no more than one calendar year, and shall hold office until midnight on April 1 of each year.

Section VIII.05. Special Meetings.

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by any two Directors, at such place, date, and time as may be specified in the respective notices of such meetings. Any business may be conducted at a special meeting.

(b) Notice of each special meeting shall be given to each Director. Such notice shall be given personally or by electronic transmission within a reasonable time prior to the meeting. Attendance of a member at a meeting is a waiver of notice of such meeting, except when the member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section VIII.06. Annual Meeting.

(a) An annual meeting of the Board of Directors shall be held in the month of February of each year.

(b) Notice of each annual meeting shall be given to each Director. Such notice shall be given personally or by electronic transmission within a reasonable time prior to the meeting. Attendance of a member at a meeting is a waiver of notice of such meeting, except when the member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section VIII.07. Quorum. At each meeting of the Board of Directors, the presence of a majority of the total number of Directors at the time of such meeting shall constitute a quorum for the transaction of business.

Section VIII.08. Voting. Except as otherwise required by law, the Corporation’s Articles of Incorporation, or these bylaws, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be an act of the Board of Directors.

Section VIII.09. Adjournment. A majority of the Directors present may adjourn any meeting of the Board of Directors to another date, time, or place, whether or not a quorum is present.

Section VIII.10. Presence by Electronic Communication. Directors may participate in any meeting of the Board of Directors by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section VIII.11. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all Directors consent thereto in writing or by electronic transmission.

Section VIII.12. Removal. Any Director may be removed from the Board of Directors at any time, for or without cause, by the affirmative vote of two-thirds of the total number of Directors at the time of such vote, acting at a meeting of the Board of Directors in accordance with these bylaws, and such removal shall take effect immediately upon such vote. Any member of the Managing Board who is removed from the Managing Board pursuant to Section 5.11 shall be deemed to have been removed from the Board of Directors.

Section VIII.13. Resignation. Any member of the Board of Directors may resign at any time by delivering a written notice of resignation signed by such member or by submitting an electronic transmission to the President of the Corporation. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section VIII.14. Vacancies. Any vacancy in the Board of Directors, including but not limited to those caused by removal of a member pursuant to Section 8.12 or resignation of a member pursuant to Section 8.13, may be filled by the affirmative vote of a majority of the total number of Directors at the time of such vote, acting at a meeting of the Board of Directors in accordance with these bylaws. Any person chosen to fill a vacancy shall serve the remainder of his or her predecessor’s term.

Section VIII.15. Committees. The Board of Directors may, by resolution or resolutions, passed by a majority of the Board, designate one or more committees, each committee to consist of two or more of the Directors of the Corporation, which, to the extent provided in such resolution or resolutions, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation.

Section VIII.16. Conflicts of Interest. In any case where the Corporation enters into any contract or transacts any business with any Director, or with any corporation or association of which one or more of its Directors is a member, stockholder, director, officer, trustee or partner, such contract or transaction shall not be invalidated or in any way affected by the fact that such Director has or may have an interest therein that is or might be adverse to the interests of this Corporation, so long as full disclosure of the adverse interest is made to the Board of Directors by the Director or Directors having such interests, and, if the Board of Directors authorizes, affirms, or approves such contract or transaction by the affirmative vote of a majority of the total number of disinterested Directors at the time of such vote.

Article IX: Officers

Section IX.01. Officers. The officers of the Corporation shall be a President, a Secretary, and a Treasurer. The Editor-in-Chief of the Journal shall be President of the Corporation; the Research & Projects Development Editor of the Journal shall be Secretary of the Corporation; and the Managing Editor of the Journal shall be Treasurer of the Corporation. The officers shall serve for a term of one year and shall hold office until midnight of April 1 of each year. Officers elected to fill vacancies shall be chosen for the unexpired part of the terms of their predecessors and shall also hold office until their successors are duly elected and qualify.

Section IX.02. Election of Officers. Officers shall be chosen by the previous year’s Executive Board pursuant to Section 5.06.

Section IX.03. Removal. An officer may be removed at any time by the affirmative vote of three-fourths of the total number of Directors at the time of such vote, acting at a meeting of the Board of Directors in accordance with these bylaws, and such removal shall take effect immediately upon such vote. Any officer whose removal is contemplated shall be granted a reasonable time in which to answer, at a hearing before the full Board of Directors, such charges as may be brought against him.

Section IX.04. President. The President shall be the chief executive officer of the Corporation, have general control and supervision of the affairs and operations of the Corporation, keep the Board fully informed about the activities of the Corporation, and see that all orders and resolutions of the Board are carried into effect. He or she shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer of a corporation. He or she shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts, and all other documents and instruments in connection with the business of the Corporation. He or she shall have the authority to cause the employment or appointment of such employees or agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or any agent employed or appointed by any officer, or to suspend any agent appointed by the Board. The President shall have the duties and powers of the Treasurer if no Treasurer is elected and shall have such other duties and powers as the Board may from time to time prescribe.

Section IX.05. Secretary. The Secretary shall:

(a) keep the minutes of all members’ and Board of Directors’ meetings when a majority of the voting-eligible attendees of the meeting request such records;

(b) cause all notices to be duly given in accordance with these bylaws and as required by law;

(c) have all powers and perform all duties otherwise customarily incident to the office of secretary, subject to the control of the Board and, in addition, shall have such other powers and perform such other duties as may be specified in these bylaws or as may be assigned to him or her from time to time by the Board or the President

Section IX.06. Treasurer. The Treasurer shall be the chief financial officer of the Corporation. The Treasurer shall:

(a) have custody of all moneys and securities of the Corporation;

(b) keep regular books of account;

(d) cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be determined by the Board of Directors or the President;

(e) disburse the funds of the Corporation in payment of the just demands against the Corporation or as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements;

(f) render to the Board of Directors or the President, from time to time as may be required of him, an account of all his transactions as Treasurer and of the financial conditions of the Corporation;

(g) be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation;

(h) properly maintain and file all books, reports, statements and other documents and records of the Corporation required by law, the Articles of Incorporation, or these bylaws;

(i) have all the powers and perform all duties otherwise customarily incident to the office of treasurer, subject to the control of the Board, and, in addition, shall have such other powers and perform such other duties as may be specified in these bylaws or as may be assigned to him or her from time to time by the Board or the President.

Section IX.07. Continuity. In the case of the absence of inability to act of any officer of the Corporation, the Board of Directors may, from time to time, delegate the powers or duties of such officer to any other officer, or any Director of other person whom it may select.

Section IX.08. Vacancies. Any vacancy in any office arising from any cause may be filled by the Executive Board at any regular or special meeting pursuant to Section 5.13.

Article X: Indemnification

Section X.01. Indemnification.

(a) Each person now or hereafter a Director or officer of the Corporation (and his or her heirs, executors and administrators) shall be indemnified by the Corporation to the fullest extent permitted by the laws of the Commonwealth of Virginia against all claims, liabilities, judgments, settlements, costs and expenses, including all attorneys’ fees, imposed upon or reasonably incurred by him or her in connection with or resulting from any action, suit, proceeding or claim to which he or she is or may be made a party by reason of his or her being or having been a Director or officer of the Corporation (whether or not he or she is a Director or officer at the time such costs or expenses are incurred or imposed upon him or her), except in relation to matters as to which he or she shall have been finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his or her duties as such Director or officer.

(b) Pursuant to Section 13.1-697 of the Code of Virginia, the Corporation has the authority to indemnify an officer or Director if: (1) he or she conducted himself or herself in good faith, and (2) he or she believed in the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in its best interests; and in all other cases, that his or her conduct was at least not opposed to its best interests; and in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

(c) If the determination as to whether a Director or officer was guilty of gross negligence or willful misconduct is to be made by the Board, it may rely as to all questions of law on the advice of independent counsel. Such right of indemnification shall not be deemed exclusive of any rights to which an officer or Director may be entitled by any bylaw, agreement, vote of members, or otherwise.

(d) In any proceeding brought by or in the right of the Corporation or brought by or on behalf of any members of the Corporation, the damages assessed against an officer or Director of the Corporation arising out of a single transaction, occurrence, or course of conduct shall be limited to the amount of the cash compensation received by such officer or Director from the Corporation during the twelve months immediately preceding the act or omission for which liability was imposed, or zero if no compensation was received during such period, unless otherwise required by the laws of the Commonwealth of Virginia.

Section X.02. Insurance. The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article X and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a Director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and the respective estates and personal representatives thereof, against any liability asserted against or incurred by any such person in any such capacity or arising from his or her status as such, whether or not the corporation would have power to indemnify him against such liability under the provisions of this Article.

Section X.03. Interpretation; Severability. Terms defined in Section 13.1-803 of the Code of Virginia have the meanings set forth in such section when used in this Article X. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Director or officer of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

Article XI: General Provisions

Section XI.01. Conduct of Business. The Corporation shall at all times conduct its business and affairs so as to qualify and remain qualified as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code.

Section XI.02. Execution of Instruments. Except as otherwise required by law or the Corporation’s Articles of Incorporation, the Board or any officer of the Corporation authorized by the Board may authorize any other officer or agent of the Corporation to enter into any contract or to execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.

Section XI.03. Fiscal Year. The accounts of the Corporation shall be kept on the basis of a fiscal year ending on the last day of January of each year, and annual financial statements shall be prepared as of that date.

Section XI.04. Books & Records. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the Commonwealth of Virginia as may be determined from time to time by the Board of Directors.

Section XI.05. Prizes. Any prize awarded by the Corporation or the Journal shall be pursuant to formal rules established for such prize by the Executive Board.

Section XI.06. Electronic Transmission. “Electronic transmission,” as used in these bylaws, means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section XI.07. Gender Neutrality. Any gender-specific words or phrases in these bylaws shall be deemed to be gender neutral.

Article XII: Amendments; Construction

Section XII.01. Amendments to Articles of Incorporation. The Corporation’s Articles of Incorporation may be amended by a resolution adopted by the affirmative vote of two-thirds of the total number of Directors authorized under these bylaws at the time of such vote and the filing of a certificate of amendment in accordance with the requirements of the Code of Virginia, and the approval of the members of the Corporation shall not be required for any such amendment.

Section XII.02. Amendments to Bylaws.

(a) These bylaws may be amended, altered, or repealed by resolution adopted by the affirmative vote of two-thirds of the total number of Directors authorized under these bylaws at the time of such vote, subject to the provision below.

(b) No amendment to these Bylaws shall be implemented until the commencement of the term of the Executive Board succeeding the amending Board.

Section XII.03. Preservation of Tax-Exempt Status. No amendment, alteration, change, or repeal of the Articles of Incorporation or these bylaws that will result in the denial of tax-exempt status to the Corporation under Section 501(c)(3) of the Internal Revenue Code shall be effected.

Section XII.04. Construction. In the event of any conflict between the provisions of these bylaws as in effect from time to time and the provisions of the Corporation’s Articles of Incorporation as in effect from time to time, the provisions of such Articles of Incorporation shall be controlling.

Last amended March 27, 2025