BYLAWS OF THE VIRGINIA MANUFACTURED AND MODULAR HOUSING ASSOCIATION, INC.
A VIRGINIA NONSTOCK CORPORATION
(Updated 07/23/2002)

PREAMBLE

It is the desire of The Virginia Manufactured and Modular Housing Association, Inc., a Virginia nonstock corporation in existence since 1965, to amend and restate its Bylaws, all on behalf of its members, directors and officers, to be effective November 1, 1996.

ARTICLE I: NAME; LOCATION; GENERAL

1. The name of the Corporation is The Virginia Manufactured and Modular Housing Association, Inc., and it shall be so designated in these Bylaws as "VAMMHA."

2. The area to be served by VAMMHA shall be the Commonwealth of Virginia, except that VAMMHA, on behalf of its members may pursue other interests it may have elsewhere.

3. VAMMHA's principal office shall at all times be located in the Commonwealth of Virginia. For purposes, however, of providing appropriate notice to its officers, directors and members, VAMMHA's principal office is located at 8413 Patterson Avenue, Richmond, Virginia 23229, as of the date of these Bylaws; and it further is stated that VAMMHA may provide appropriate address information in this bylaw if said office location changes, without the necessity of changing or amending this bylaw, so long as any new principal office is located within the Richmond, Virginia, metropolitan area.

4. VAMMHA's fiscal year shall be from January 1 through December 31.

5. VAMMHA shall at all times have a registered agent and a registered office within the Commonwealth of Virginia.

ARTICLE II: NONSTOCK CORPORATION; PURPOSES; SEAL

6. VAMMHA is a Virginia nonstock corporation as defined and provided for in Chapter 10 of Title 13.1 of the Code of Virginia of 1950, as amended, and it shall be a qualified tax exempt organization as defined under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

7. VAMMHA shall be an association of members having a common business interest in manufactured and modular housing. Its primary purpose shall be to promote its members' common business interest in manufactured and modular housing, while its primary activities shall at all times be directed to improving the business conditions of its members. VAMMHA shall not engage in a regular business of a kind ordinarily carried on for profit, nor shall its activities be confined to the performance of particular services for individual members.
The specific purposes for which VAMMHA is organized are:
a. To promote the development of all aspects of the manufactured and modular housing industry with primary interest and emphasis within the Commonwealth of Virginia, but with full recognition of the needs of the industry nationwide;
b. To unite the efforts and resources of all elements of the industry, including dealers, manufacturers, brokers, developers, insurance and finance institutions, banks and subdivision operations and others with the objective of bringing to bear, upon matters of concern to the industry their combined influence to encourage and maintain high standards of conduct and business ethics;
c. To promote reciprocity among the states in matters of transportation, construction standards and land use policies;
d. To strive unrelentingly to assure the continued availability of low cost housing to consumers with appropriate concern for quality and service;
e. To develop and distribute educational programs and materials designed to improve public acceptance of manufactured and modular housing and to assist public officials in local, state and national organizations to better appreciate the needs, capabilities and limitations of manufactured and modular housing;
f. To study legislative activities with the objective of assuring the provision of a legislative environment favoring the development of the industry and to provide an effective media of communication among all elements of the industry; and, additionally, to permissibly engage in any amount of lobbying activity germane to the common business interest of its members, including opposing legislation that may tend to harm its members' interests or interfere with the conduct of its members' business, and to support or sponsor legislation of interest to its members.
g. To further the above ends (i) VAMMHA may maintain a separate segregated fund for the purpose of accepting contributions and making expenditures for political activities which are "exempt function activities," as defined under Section 527 of the Internal Revenue Code (ii) and VAMMHA may sponsor, maintain, fund, control and direct The Foundation For Affordable Housing ("FAH"), a Virginia nonstock corporation and an organization exempt from the assessment and payment of federal income tax under Section 501(c)(3) of the Internal Revenue Code, with FAH's mission to be dedicated to developing educational and charitable programs which foster the availability of affordable housing and manufactured and modular housing to the general public and for other qualifying charitable purposes.
8. The seal of VAMMHA, if applicable, shall be circular in form and shall bear the name of VAMMHA and the year of its incorporation.

ARTICLE III MEMBERS

9. Member Classes. VAMMHA shall have four classes of members, to be denominated (i) Active Member (ii) Associate Member (iii) Complimentary Member (iv) and Honorary Member.
Active Membership shall be by firm only, and only Active Members (through their individual representatives) shall have voting rights hereunder.

10. Active Members. The privilege of active membership shall be open to all dealers, manufacturers, insurance companies, brokers, developers, financial institutions, major suppliers (manufacturer supplier), minor suppliers (dealer supplier of small parts), utility companies, and others not specified, who may be engaged in a facet of the manufactured and modular housing industry; provided, however, that each applicant shall have met the requirements for membership established by VAMMHA.
a. Membership duration shall be by calendar year and the qualifications for Active Membership are as follows:
(i) The applicant shall have paid all dues and other assessments required for membership in VAMMHA.
The applicant shall have executed an application for membership
which shall contain all information essential to establish eligibility for membership; shall be signed by the applicant upon a form prescribed by VAMMHA's Membership Committee; and shall include its signed statement of intent to observe and abide by VAMMHA's Code of Ethics. VAMMHA’s Code of Ethics are as follows:
Sell and advertise my products and services without exaggeration or misrepresenting them in any way.
Contribute constructively to the public image of my business and industry by being fair and ethical in all dealings with the public and my fellow Association members.
Promote manufactured and modular home living and the manufactured and modular housing industry in practice and principal.
Actively support my Association and encourage other industry members to do so.
Support the principal of equal opportunity for all.
Promote highway safety consciousness among all employees of my organization.
Follow all regulations set forth by the Virginia Manufactured Housing Board.
(iii) Applications for membership shall be reviewed by VAMMHA's Membership Committee, which, upon investigating the applicant's business reputation and finding no reason to consider the applicant ineligible, shall recommend acceptance or non-acceptance and the reasons therefore to VAMMHA's Board of Directors.
(iv) Membership applications shall be considered by the Board within ninety (90) days after receipt of an application. Such waiting period may be waived at the Board's discretion for prospective member firms newly formed through a merger or dissolution of existing member firms in good standing. Applications approved by two-thirds of the Board shall cause the admission of the applicant to active membership in VAMMHA.

Notwithstanding any other provision of these Bylaws, the Board has full and final discretion to accept, reject, terminate, revoke, or renew the membership status of any member of VAMMHA. Board action in this regard need not be for cause.

Upon rejection of membership by the Board, the applicant had up to 90 days to petition the Board, in writing, for an opportunity to meet with the Membership Committee to discuss the reasons for rejection of their membership and present any evidence they deem pertinent to have their application reconsidered by the Board.

11. Associate Members. Associate members are (i) those businesses that have no direct relationship to the manufactured and modular housing industry (ii) and those businesses that may become involved in the manufactured and modular housing industry at a later time (iii) both of whom have contributed to VAMMHA's general fund without consideration of the dues schedule for active members.

There shall be a separate application process and a separate dues schedule for associate members. A minimum contribution of Fifty Dollars ($50.00) is required for associate members to be placed on VAMMHA's mailing list.
Associate members have no voting privileges, nor shall they be elected to the Board.

12. Complimentary Members. Complimentary members are those to whom are tendered partial membership privileges, ie., they may attend meetings open to active members and participate in discussions and general activities; they are, if they desire, placed on VAMMHA's general mailing list; they are not expected to make contributions or pay dues to VAMMHA's general fund since such memberships are tendered only to individual members in good standing of their related businesses.

13. Honorary Members. Honorary members shall be individuals named by the Board who by reason of their personal or professional contribution to VAMMHA's welfare or the manufactured and modular housing industry at large are considered to be deserving of recognition, encouragement and honor. Such individuals may attend all functions of VAMMHA open to active members. All duly elected members of VAMMHA's Hall Of Fame shall be considered honorary members.
Honorary membership does not confer voting privileges, nor are honorary members expected to pay dues.

14. Voting Entitlement Of Members.
a. Voting privileges are only accorded to Active Members in good standing; each Active Member in good standing shall have one vote on all matters before the voting members.
b. Proxy votes shall be recognized only if the absent member has filed a request for excused absence with VAMMHA's Chairman or Committee for which the proxy is to be offered. Proxy votes shall be presented to the appropriate chairperson in writing when possible before a meeting, or by the bearer, or after the fact when submission is not feasible because of time or distance considerations. Proxy votes cannot be cast in the election of Board members, officers, or in the selection or dismissal of employees.
c. Voting on each matter before VAMMHA shall be by voice vote, provided that, when so requested by a voting member, voting shall be by roll call ballot by the Secretary who shall tabulate the number of votes accordingly.
d. Any individual representative of an Active Member in good standing shall have the privilege of casting said member's votes.

15. Member Withdrawal; Reinstatement; Termination By Board.
Any member may withdraw membership in VAMMHA upon written notice to VAMMHA's Board.
b. A continuing qualification for membership shall be that a member remain in good standing by the timely payment of assessed dues, by participation in VAMMHA's activities and programs, and by continued adherence to VAMMHA's Code of Ethics. Any failure to comply with one or more of the above qualifications should be brought to the attention of the Membership Committee who in turn will deem whether or not these failures should be brought before the Board. Any such failure to comply could result in cancellation of the membership privilege when approved by 2/3’s of the Board. Reinstatement of a cancelled membership shall be at the discretion of the Board, which may establish qualifications in addition to those imposed above as a condition of reinstatement. All applications for reinstatement shall be reviewed by VAMMHA's membership committee, with recommendations made to the Board, which may be a 2/3’s majority vote re-admit those persons qualifying for membership in VAMMHA.
c. Any member may have membership in VAMMHA terminated by the Board when it determines the member no longer meets requirements for membership. Notification by the Board of its intention to terminate membership and the reasons therefore shall be made in writing by the Board to the member no less than twenty one (21) days before the board meeting at which final action on such termination is intended. Any member so notified shall have the right to appear or be represented and be heard by the Board prior to final action by it.
d. The effective date of withdrawal or termination of membership, unless otherwise approved by the Board, shall be the last day of that quarter of the calendar year in which withdrawal action is taken by the firm or termination action is completed by the Board.

16. Meetings Of Members; Quorum. Regular meetings of the members shall be held no less than once each calendar year, and shall be held in localities of the Commonwealth of Virginia satisfactory to the Board.
a. Annual Meeting. There shall be an annual meeting of all members, to be held at such time and place, either in or out of the Commonwealth of Virginia, as may be provided in a notice of meeting consistent with these Bylaws and as designated by the Board, provided that only Active Members shall have the privilege to vote. The failure to hold such a meeting at the time stated in or fixed in accordance with VAMMHA's Bylaws does not affect the validity of any corporate action.
It is anticipated that annual reports of the Board and of each committee shall be submitted at the Annual Meeting of members.
b. Special Meeting. VAMMHA may hold special meetings of voting members in accord with applicable Virginia law. The record date for determining voting members, if any, entitled to demand a special meeting is the date the first member signs the demand.
(i) Special meetings of voting members may be held at such place in or out of the Commonwealth of Virginia as may be provided in the Bylaws, or, where not inconsistent with the Bylaws, in a notice of meeting. Only business within the purpose or purposes described in the proper meeting notice may be conducted at a special meeting of voting members.
(ii) Special meetings of voting members for any purpose or purposes may be called pursuant to resolution of the Board, and special meetings shall be called by the Chairman at the request, in writing, of one third (1/3) of the Board members in office, or at the request, in writing, of one-third (1/3) of VAMMHA's voting members. Such request shall state the purpose or purposes of the proposed meeting, and business transacted at a special meeting shall be confined to the subjects stated in the notice and matters germane thereto.
c. Quorum. Ten percent (10%) of VAMMHA's Active Members shall constitute a quorum for the transaction of VAMMHA's business at any meeting of voting members. Attendance at every meeting of voting members shall be recorded among VAMMHA's permanent records. At all meetings at which a quorum is present, the affirmative vote of a majority of the voting members present shall be the act of the voting members.

17. Action Without Meeting. Action required or permitted to be taken at a meeting of voting members may be taken without a meeting under applicable provisions of Virginia law, if the action is taken by all of the members entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed by all of the members entitled to vote on the action and delivered to VAMMHA's Secretary for inclusion in the minutes or for filing with VAMMHA's records. Any action taken by unanimous written consent shall be effective according to its terms when all consents are in VAMMHA's possession. Action taken is effective as of the date specified therein, provided that the consent states the date of execution by each voting member.
a. The record date for determining voting members, if any, entitled to take action without a meeting is the date the first member signs a consent under this paragraph. A consent signed under this paragraph has the effect of a unanimous vote of voting members, and may be described as such in any articles or document filed with the Virginia State Corporation Commission.
b. If a notice of proposed action is required to be given to non-voting members, and the action is to be taken by unanimous consent of the voting members, then VAMMHA shall give its non-voting members written notice of the proposed action at least ten (10) days before the action is taken. The notice shall contain or be accompanied by the same material that would have been required to be sent to the voting members in a notice of meeting at which the proposed action would have been submitted to the voting members for action.

18. Notices. VAMMHA shall notify its voting members of the date, time and place of each special meeting or other meeting of voting members. Notice of any meeting, special or otherwise, of voting members stating the time and place where it is to be held shall be sent by VAMMHA by U.S. First Class Mail, postage pre-paid, or by other electronic means of communication, to each voting member not less than ten (10) days nor more than sixty (60) days before the meeting, except that notice of a voting members' meeting to act on an amendment to the Articles of Incorporation, a plan of merger, a proposed sale of substantially all of VAMMHA's assets or the dissolution of VAMMHA shall be given not less than twenty-five (25) days nor more than sixty (60) days before the meeting.

a. Any notice of meeting sent by VAMMHA shall be directed to each voting member entitled to notice at its address as it shall appear on VAMMHA's books and records, unless it shall have filed with VAMMHA's Secretary a written request that notices intended for it be mailed to some other address, in which case it shall be mailed to the address designated in such request. Unless the Articles of Incorporation require otherwise, VAMMHA is only required to give notice to each member entitled to vote at such meeting under the notice requirements set forth in these Bylaws.

b. Notice of an Annual Meeting need not state the purpose or purposes for which the meeting is called. Notice of a special meeting, however, shall state the purpose or purposes for which said meeting is called. The record date for determining members, if any, entitled to notice of and to vote at an Annual Meeting or at a special meeting is the close of business on the day before the effective date of the notice to such voting members.

c. If an Annual Meeting or special meeting is adjourned to a different date, time or place, written notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed by the Bylaws, however, the notice of the adjourned meeting shall be given under this section to persons who are voting members as of the new record date.

19. Waiver Of Notice Of Meetings. A voting member may waive any notice required by the Articles of Incorporation or these Bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, be signed by the voting member entitled to such notice and be delivered to VAMMHA's Secretary for inclusion in the minutes or for filing with VAMMHA's records.

A voting member who attends a meeting waives objection to lack of notice or defective notice of the meeting, unless the voting member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. Such a voting member further waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

ARTICLE IV MEMBERSHIP FEES AND DUES

20. Assessments. The amount of all dues assessed hereunder shall be set forth on a Schedule Of Dues ("Schedule") attached to these Bylaws and may be changed from time to time by resolution of the Board, in its sole discretion, without amending these Bylaws.
21. Dues. Membership dues shall be set from time to time by the Board exercising its discretion and taking into account VAMMHA's needs and the financial status of the various classes of members.
a. For the purpose of assessing dues for the first year of membership, a new member shall be a firm which is applying for membership for the first time in VAMMHA and is not a firm which has resulted through merger, expansion or dissolution of existing member firms or an existing member firm restructuring its type of organization. All members admitted to membership after August 1 of each calendar year shall pay dues equivalent to one-half the regular dues.
b. All other dues shall become due and payable as of the first day of January of each year, or throughout the year if so determined by the Board.
c. Any member firm that fails to pay its dues shall have its membership terminated in accord with paragraph 15, herein. The Board may determine what fees a member shall pay upon any reinstatement of membership.
d. Dues for associate members shall be in an amount which shall be set forth on the Schedule.
e. For purposes of dues payment, each geographically separately licensed dealer lot, manufacturer, or any other business branch shall be considered a separate dues paying entity.
f. The Board shall establish manufacturers per unit dues. The amount of dues is determined by the number of “floors” shipped monthly. In respect to modulars, the number of floors per unit shall be capped at three (i.e. a 7 sectioned modular would pay dues for only 3 floors).
22. Special Dues Levy. The Board shall be empowered to propose a special dues levy for a specific time and for a specific reason, if it considers that VAMMHA's financial condition warrants the levy. Such special dues levy shall be rescinded, with the prior dues amount then being reinstated, upon termination of said time and reason.

ARTICLE V BOARD OF DIRECTORS

23. General. VAMMHA shall be governed by a Board of Directors which shall consist of no less than seven (7) and no more than twenty (20) members. The number of members of the Board may be increased or decreased from time to time by amendment of these Bylaws by VAMMHA's Board, as provided herein and in accord with applicable Virginia law.
a. The immediate past Chairman of VAMMHA shall be an ex-officio Board member with voting rights. The Vice Chairman, Secretary and Treasurer shall be members of the Board, also with voting rights. The Chairman shall be a member of the Board and shall act as Chairman of the Board but shall vote only in case of ties.
b. The remaining members of the Board shall be elected by the voting members at the annual meeting of VAMMHA's voting members. In the event of a tie, the then standing board may, at its option, vote the tie or call for a new election.
c. Only individual representatives of active members of VAMMHA shall serve as directors of VAMMHA who have served on the Board during the preceding year or have been a member of VAMMHA for a minimum of one (1) year, shall serve as directors of VAMMHA. No more than one individual representative from an Active Member shall serve on the Board at any time.
d. A Board member who, during the course of his elected term, changes companies from the one that he was employed with at the time of election shall immediately resign from the Board. No member of the Board shall serve concurrently on VAMMHA's Board and on The Virginia Manufactured Housing Board.
24. Voting For Board Members.
a. Nominations for membership on the Board may be made by any active member through its individual representative. Additional nominations from the floor may be made at the Annual Meeting by voting members.
b. Each voting member may cast one vote for each vacancy or Board position being filled on the Board. Members of the Board shall be elected, by ballot, by a majority vote of a quorum of voting members in good standing at VAMMHA's Annual Meeting of members.
25. Terms; General. Members of the Board shall be elected for a term of three years, or until their successors take office, unless a Board member resigns or is removed by the Board, and their terms of office may be staggered, in accord with applicable Virginia law.
a. Board Members shall assume office immediately following their election. Re-election to a second consecutive three (3) year term is permitted, as long as the total time in office is not more than six (6) consecutive years. Subsequent elected terms are not permitted without a minimum one (1) year absence from the Board, unless the director is a current officer, in which event he/she may seek election to one additional three (3) year term.
b. A Board member should attend all scheduled board meetings. Failure to attend three (3) scheduled meetings following election to the Board shall result in the automatic removal of a Board member from the Board, except that such removal may be overridden by a majority vote of the Board members upon written request of the delinquent Board member, with said vote being by secret ballot at the next scheduled Board meeting.
c. VAMMHA's policy and program activities shall be determined by the Board and then enunciated in writing and signed by the Chairman. Such policies and programs shall at all times be consistent with VAMMHA's exempt purpose and function. It is anticipated that VAMMHA's President may make recommendations for the Board's consideration about policies and programs established for VAMMHA.
26. Vacancy. Should any vacancy occur in the Board through (i) resignation (ii) death (iii) the expiration of term of service (iv) or any increase in membership of the Board between annual elections, then such vacancies may be filled by the Chairman from the voting members, to be effective until the next following election.
27. The Board's Responsibilities. The Board shall guide and direct VAMMHA, and it shall be the deciding body for VAMMHA on all matters, except as otherwise specified in these bylaws. Members of the Board shall also serve on such committees as provided for in Article VIII of these bylaws.
The responsibilities of the Board shall include, but not be limited to:
a. Selection of an President as shall be approved by the Board within budgetary limits; said employee's powers and duties shall be as directed by the Board; none of VAMMHA's employees need be members but, if required, they shall be bonded in sufficient amounts to protect the interests of VAMMHA, the premium of such bonds being an expense of VAMMHA.
b. Review and approve an annual budget, as well as revise the annual budget, to include reapportionment of funds, as may be necessary to respond to unforeseen circumstances.
c. Provide for the sound fiscal management of VAMMHA and its assets by ensuring that appropriate officers and employees are bonded, if required, and that an independent review of its books and records is conducted no less than annually.
d. Review and approve strategic program plans, all of which shall be consistent with VAMMHA's stated exempt purposes.
e. Review and approve requirements for liability and other insurance, and for investments of VAMMHA's funds.
f. Provide guidance on overall program policies, all to ensure that VAMMHA's programs, policies and operations are consistent with VAMMHA's exempt purposes under Section 501(c)(6) of the Internal Revenue Code.
28. Other. In addition to the powers of these Bylaws expressly conferred upon it, the Board may exercise such powers and do all other lawful acts authorized by applicable provisions of the Code of Virginia then in force, unless otherwise prohibited by statute, the Articles of Incorporation or these Bylaws.
29. Meetings Of The Board.
a. The Board shall meet no less than six (6) times each calendar year and at such other times as designated by VAMMHA's Chairman, either in or out of the Commonwealth of Virginia, as may be provided in a notice of meeting consistent with these Bylaws. It is anticipated that the Board may meet on a bi-monthly basis, as well as in conjunction with Annual Meetings of members. The Board, however, may by resolution decide to meet at less frequent intervals, provided that there shall be at least one meeting during each calendar year.
b. No less than fifty-one percent (51%) of the members of the Board shall constitute a quorum for the transaction of the Board's business. At all meetings at which a quorum is present, the affirmative vote of a majority of the Board members present shall be the act of the Board in accord with applicable Virginia law.
c. At Board Meetings, Board members in good standing shall be entitled to one (1) vote. Requests for proxy votes shall be submitted to the Chairman for consideration, stating a valid reason for absence. Proxies shall not count in determining a quorum, and proxies may only be used for specific votes as designated by the absent member. The first three (3) proxy votes accepted shall be allowed. All requests for proxy votes shall designate the voting board member who may vote the proxy.
30. Notice of Meetings; Waiver; Action Without Meeting.
a. Notice of regular meetings of the Board may be given but is not required, although it is expected that all Board members shall be kept apprised of regular board meeting dates.
Special or emergency meetings may be held on call of the Chairman, or if he is absent or unable or refuses to act, then by any officer or by any two (2) Board members.
Notice of the date, time and place of special meetings shall be given at least seven (7) days before the meeting date in the manner provided by law, to include by electronic means of communication, except special meetings may be called upon lesser notice upon agreement of two-thirds of the members of the Board. A notice of any special meeting shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the subjects stated in the notice and matters germane thereto.
b. A written waiver of notice made before or after the date and time stated in the notice, signed by the Board member and filed with the minutes or corporate records, shall be the equivalent of giving such notice. Attendance at or participation in a meeting waives any requisite notice unless the Board member, at the beginning of the meeting or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or give assent to action taken at the meeting.
c. Action may be taken by the Board or by a quorum of the Board members, without a meeting, if one or more written consents setting forth the action taken shall be signed by all of the Board members either before or after such action is taken and included in the minutes or filed with the corporate records. Such signed consent has the effect of a meeting vote in accordance with applicable Virginia law.
31. Meetings By Telephone And Other Means. Members of the Board, or of committees established pursuant to these Bylaws, may participate in any meeting by any means of communication by which all Board members participating may simultaneously hear each other during the meeting. Participation by such means shall constitute presence in person at such meeting. When such meeting is conducted by means of a telephone conference or similar communications equipment, a written record shall be made of the action taken at such meeting.

ARTICLE VI OFFICERS

32. General. The officers of VAMMHA shall be a Chairman, a Vice-Chairman, a Secretary, a Treasurer and such other officers and assistant officers as VAMMHA's Board may from time to time deem necessary for VAMMHA's effective operation.
a. VAMMHA's officers (i) shall have such duties as generally pertain to their offices (ii) may also be members of the Board of Directors (ii) and must be associated with Active Members of VAMMHA.
b. Nominations for officers shall be made by the Nominations Committee appointed by VAMMHA's Chairman. The newly elected Board shall elect the officers following the annual election of Board members at a special board meeting immediately following the Annual Meeting of members. All elected officers shall have served on the Board during the year immediately preceding election.
c. All officers shall assume office as of the first day following their election. The term of office shall be until the next election, not to exceed fifteen (15) months, and there shall be no prohibition against the re-election of any officer.
d. Vacancies among officers for any reason may be filled by the Board at its next scheduled meeting. The Nominations Committee shall make nominations from the presiding Board members, and the newly elected officer will assume office immediately.
33. Chairman. The Chairman (i) shall be a member of the Board (ii) shall attend and preside at all meetings of the Board (except that in his absence the Vice-Chairman shall preside), and shall perform the duties usually devolving upon a presiding officer at all such meetings (iii) shall do everything necessary to discharge all duties incident and customary to such office, having always in mind the welfare, purposes and standing of VAMMHA (iv) and shall automatically become Chairman of the Board and an ex-officio member of all standing and special committees.
34. Vice-Chairman. The Vice-Chairman in the absence or death of the Chairman (i) shall act in the capacity of the Chairman (ii) shall have and exercise all of the powers of the Chairman (iii) and shall perform such other duties as may be prescribed by the Chairman or the Board.
35. Secretary. The Secretary, with the assistance of the Associate Director (i) shall keep the minutes of all meetings of the members and of the Board and be responsible for VAMMHA's records (ii) shall have charge of VAMMHA's seal, if there be one (iii) shall maintain a roster of Board members, their terms and the expiration dates of their terms (iv) shall prepare and dispatch Board correspondence (v) shall maintain a roll of all members of each classification (vi) shall notify the membership of meetings of VAMMHA (vii) and shall perform such other duties as pertain to such office and as the Chairman or the Board may from time to time prescribe. Any of the above duties may be assigned to an employee of VAMMHA as directed by the Board.
36. Treasurer. As assisted by the President, the Treasurer (i) shall receive all monies paid to VAMMHA and deposit them in VAMMHA's name in a selected bank or trust company (ii) shall disburse or invest monies as authorized by the Board (iii) shall carefully account for all transactions of his office and make a full report thereof at the members' annual meeting and at such times as the Board may direct (iv) shall prepare or direct the preparation of monthly or other recurring financial statements for the Board (v) shall have VAMMHA's accounts audited annually (vi) shall, in consultation with the President and any Budget Committee, draft an annual budget for presentation to the Board (vii) and shall, consistent with his general oversight authority herein, perform such other duties as are incident and customary to his office.
Any of the above duties may be assigned to an employee of VAMMHA as directed by the Board, except it is understood that the Treasurer shall first delegate such duties to the President.
37. Removal Of Officers. Any officer may be removed with or without cause at any time if the Board, in its absolute discretion, shall consider that such removal is in the best interests of VAMMHA, in accord with applicable Virginia law.

ARTICLE VII PRESIDENT

38. General. VAMMHA's administration and management shall be delegated to a salaried President, who shall be employed by the Board. Under supervision of VAMMHA's Executive Committee, the President, as VAMMHA's Chief Operating Officer, shall be authorized to administer, manage and coordinate all functions of VAMMHA and perform such other duties as may be designated by the Board or Executive Committee. The compensation and benefits paid the President shall be determined by agreement between a Compensation Committee appointed by the Chairman, the Executive Committee and the President.
a. It shall be the duty of the President to assist with preparation of a budget covering VAMMHA's operations for each fiscal year, and he shall submit the budget to the Board for its approval. The President shall have full authority to establish paid staff positions, including for an Associate Director, and he may employ such assistance as he deems necessary within the limits of the approved budget.
b. Additionally, the President (i) shall exercise general supervision over the property, business and affairs of VAMMHA (ii) shall determine that its governing provisions are observed and enforced (iii) and shall ensure that the policies and directives of the Board are properly carried out. The President shall be given the authority and responsibility necessary to manage and direct VAMMHA's activities and exempt purposes, subject only to such policies as may be adopted and such orders as may be issued by the Board, and he shall act as the duly authorized representative of the Board in all matters in which it has not formally designated some other person to so act.
39. The specific duties of the President shall in­clude, but not be limited to, the following:
a. Periodically review rates of compensation, leave, holiday and pension policies for all paid staff personnel.
b. Formulate programs, develop plans for implementation, including cost estimates and presentation of programs and plans to the Board for considera­tion and approval.
c. Establish job descriptions and employment qualification standards; hire paid staff personnel to fill positions authorized by the Board under such policies, terms and conditions as may be approved by the Board; delegate appropriate tasks to staff and other employees or contractors; and terminate such employment and other services.
d. Enter into and make in the name of VAMMHA, all contracts, leases, deeds, deeds of trust, notes and agreements to further VAMMHA's exempt purposes and to carry on VAMMHA's business.
e. Establish office space and use arrangements of available facilities as may be needed by VAMMHA.
f. Take responsibility for the day-to-day functioning and operation of all programs and activities of VAMMHA, including the filing of all appropriate state, federal and local tax returns; handling administrative details relating to such items as leases, insurance, utilities, loans and grants; maintaining appro­priate files and records in an up-to-date manner; issuing checks and other disbursements from VAMMHA's bank and other time deposit accounts; and taking responsibility for all subsidiary organizations owned or operated by VAMMHA, to the extent applicable.

ARTICLE VIII COMMITTEES

40. General. The Chairman shall appoint, with the approval of the Board, such committees as are necessary to conduct VAMMHA's activities and functions.
a. Executive Committee. VAMMHA's Executive Committee (i) shall act on behalf of the Board (ii) shall consist of the Chairman, Vice Chairman, Secretary, Treasurer, and Immediate Past Chairman, except that the Chairman, at his discretion, may appoint one additional Board Member or Past Chairman to the Executive Committee (iii) and shall meet at a time and place designated by the Chairman.
b. To the extent specified by the Board, or these bylaws, the Executive Committee may exercise the general authority of the Board for day-to-day oversight of VAMMHA's activities, except that the Executive Committee may not (i) approve or recommend to members action that the Code of Virginia requires to be approved by members (ii) amend the Articles of Incorporation (iii) adopt, amend or repeal the Bylaws (iv) approve a plan of merger not requiring member approval (v) or take any action inconsistent with those matters addressed by these Bylaws.
Additionally, the Executive Committee may disburse funds in an amount up to Three Thousand And No/100 Dollars ($3,000.00) to carry out VAMMHA's program activities, without prior approval of the Board.
c. A special meeting of the Executive Committee may be called by the Chairman or by the President, with the place of special meeting to be set by said officer. Notice of any such special meeting shall be in writing, shall specify the business to be considered thereat and shall be sent by U.S. mail, postage pre-paid, or by other electronic means of communication, not less than ten (10) days before the date thereof, unless waiver of notice is signed by all members of the Executive Committee, except that it is specifically provided that the Executive Committee may take action without meeting in accordance with applicable Virginia law.
d. For voting purposes, a quorum shall be no less than two-thirds (2/3) of the members of the Executive Committee. At all meetings at which a quorum is present, the affirmative vote of a majority of the members present shall be the act of the Executive Committee.
41. Standing Or Special Committees.
a. The Chairman may from time to time appoint such standing or special committees as are authorized under applicable Virginia law. Each committee shall consist of such number of persons as the Chairman deems advisable, it being contemplated, however, that said chairperson of each committee may select each committee's members. All acts of such committees shall be subject to approval of the Board. The Chairman, President and Associate Director shall be ex-officio members of all standing or special committees.
b. VAMMHA's work program objectives are assigned to Standing Committees for necessary research, development and presentation of recommendations to the Board. Approved programs are monitored by the Board through bi-monthly reports of the chairperson of each Committee, who shall be appointed by the Chairman and shall have the privilege of selecting his committee persons subject to approval of the Board.
c. Current Standing Committees include (i) Awards (ii) Membership And Chapter (iii) Manufactured Housing Institute Delegate (iv) Public Relations And Education (v) Insurance And Banking Local Government (vi) Legislative (vii) Zoning And Legal (viii) Nominations (ix) Convention (x) Bylaws and Sergeant at Arms (xi) and Political Action Committee.
d. For voting purposes, a quorum shall be no less than fifty-one percent (51%) of the members of any said committee. At all meetings at which a quorum is present, the affirmative vote of a majority of the members present shall be the act of each said committee.

ARTICLE IX ANNUAL AWARDS

42. General. At the Annual Meeting of members, the following awards may be presented if the Board determines that there are qualified candidates. Nominations for all awards, except for Board Member of the Year, may be submitted from any member of VAMMHA, as follows.
43. Hall Of Fame.
a. Must have been a VAMMHA member, VAMMHA consultant, Friend of VAMMHA or employee in good standing for at least 10 years while the candidate was active;
b. Two-thirds majority vote of the Board required for selection;
c. If no viable candidates are available, the award shall not be made.
44. Member Of The Year. The award recognizes a member of VAMMHA or outstanding personal contributions to the industry during the past year.
a. Must be active member of VAMMHA in good standing;
b. Cannot be presently serving on the Board;
c. Two-thirds majority vote of the Board required for selection.
45. Annual Single-Lot Location Of The Year.
a. Must be a member in good standing of VAMMHA;
b. Award based on most professionally displayed sales center in Virginia;
c. Repeat winners are permitted.
46. Annual Multi-Lot Location Of The Year - Regional.
a. Must be a member in good standing of VAMMHA;
b. Two or more locations operating in seven or fewer states;
c. Sales Center must be located in Virginia;
d. Repeat winners are permitted.
47. Annual Multi-Lot Location Of The Year - National.
a. Must be a member in good standing of VAMMHA;
b. Ten or more locations operating in eight or more states;
c. Sales center must be located in Virginia;
d. Repeat winners are permitted.
48. Board Member Of The Year.
a. Must have served the past twelve (12) months minimum as a Board Member;
b. Can be nominated only by another member of the Board.

ARTICLE X INDEMNIFICATION OF BOARD MEMBERS, OFFICERS AND OTHERS

49. General. Except as limited by its Articles of Incorporation, VAMMHA shall indemnify its directors, officers, employees and agents to the fullest extent provided by law.
50. Advance Payment Of Expenses. Expenses incurred in defending a civil, criminal, administrative, arbitrative or investigative action, suit or proceeding (i) may be paid by VAMMHA in advance of the final disposition of such action (ii) if authorized by the Board after it receives a written statement by or on behalf of a board member, officer, director, employee or agent that said individual shall repay such amount (iii) except that such repayment may not be required if it is ultimately determined that he is entitled to be indemnified by VAMMHA as authorized in these bylaws.
51. Other Indemnification. VAMMHA may indemnify each person, though he is not or was not a board member, officer, director, employee or agent of VAMMHA, who served at the request of VAMMHA on a committee created by the Board or these bylaws. Any such indemnification shall be subject to the provisions and limitations stated in these bylaws.
52. Applicability; Nonexclusivity. The provisions hereof shall be applicable to actions, suits, or proceedings (including appeals) commenced after November 1, 1996, whether arising from acts or omissions to act occurring before or after said date.
The provisions herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, or vote of members or of the Board, or by law or statute, both as to action in an official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a board member, officer, director, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
53. Insurance. VAMMHA may purchase and maintain insurance on behalf of any person who is or was a board member, officer, director, employee or agent of VAMMHA, or is or was serving at the request of VAMMHA as a board member, officer, director, employee or agent of VAMMHA, against any liability asserted against and incurred by him in any such capacity or arising out of his status as such, whether or not VAMMHA would have the power to indemnify him against such liability under the provisions of these bylaws.

ARTICLE XI RULES OF ORDER

54. The general procedure to be followed in the conduct of all meetings of VAMMHA's directors, officers and members shall be as prescribed in Robert's Rules of Order, which shall be the final authority of all matters of such procedures.

ARTICLE XII OTHER MATTERS

55. Corporate Records. VAMMHA shall keep correct and complete books and records of account and minutes of all Board and members' meetings and a record of all actions taken by the Board and members without a meeting, and a record of all actions taken by any committee of the Board in place of the Board. It shall also keep at its registered office or principal place of business such other business and tax records as are required by law, including a copy of its most recent annual report and annual information tax return, if applicable.
56. Duration; Prohibition Against Sharing In Corporate Earnings; Disposition Of Funds.
a. VAMMHA shall exist perpetually until dissolution or termination by statute, court order, or action of the members. Dissolution by action of the members may be accomplished by majority of the voting members present at a duly called meeting, provided sixty (60) days' written notice of such pending action has been given to all members.
b. The Board shall have absolute control of VAMMHA's assets, which shall be utilized in a manner consistent with VAMMHA's Bylaws and Articles of Incorporation and consistent with VAMMHA's exempt status under Section 501(c)(6) of the Internal Revenue Code.
c. No director, officer or employee of, or any member of a committee of, or person connected with VAMMHA, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from VAMMHA's operations, provided that this shall not prevent the payment of such reasonable compensation as shall be fixed by the Board or the Executive Committee alone or in conjunction with other committees, as specified by these bylaws, for services rendered to or for VAMMHA in executing any of its purposes.
d. VAMMHA's property is irrevocably dedicated to its stated exempt purposes, and, upon liquidation, dissolution or abandonment, and after providing for the debts and obligations thereof, VAMMHA's remaining assets, if any, shall not inure to the benefit of any private individual but instead shall be distributed to such organizations as may be designated by VAMMHA's Board, by two-thirds (2/3) vote of the Board, provided that such organizations shall be exempt from the assessment and payment of federal income taxes under Section 501(a) of the Internal Revenue Code, or under corresponding provisions of then current federal internal revenue law.
All officers, directors and members of VAMMHA shall be deemed to have expressly consented and agreed that, upon such dissolution or winding up of VAMMHA's affairs, whether volun­tary or involuntary, the assets of VAMMHA then remaining shall be distributed, transferred, conveyed, delivered and paid over to such eleemosy­nary institutions upon such terms and conditions and in such amounts and proportions as the Board may impose and deter­mine.
Under no circumstances shall any assets of VAMMHA be disbursed to any member or employee of VAMMHA.
e. All financial records of VAMMHA shall be available upon request for review by any member.
57. Resignations. Any resignation from the Board, officers, President, or staff member must be in writing and presented to VAMMHA's Chairman. Resignations will not be considered to be effective until such written notice is received at VAMMHA's office. If such notice in not received in a timely manner as determined by the Executive Committee, and it is determined that said individual is no longer active in the manufactured and modular housing industry, then the Executive Committee shall consider a resignation to be in force.

ARTICLE XIII FINANCE

58. General.
a. All paid funds, property and net receipts shall be deposited in a bank or financial institution having FDIC insurance to the general account of VAMMHA, except that funds designated for a particular activity may be ac­counted for separately.
b. Designated funds, if any, received from public agencies shall be accounted for separately, if so required by such agencies.
c. Loans authorized and approved by the Board shall be secured by an agreement setting forth all terms for repayment signed by the borrower; the Board will make every reasonable effort to ensure repayment of all such loans.
d. All persons who are in a position to handle checks or cash belonging to VAMMHA, those with authority to withdraw its funds from any bank account, and otherwise to exercise control or management over VAMMHA's financial affairs, shall be bonded by a recognized bonding agency or company, to the extent required by applicable Virginia law.
e. All funds not required to meet current and projected operating expenditures and obligations shall be placed in an interest bearing account in a financial institution having appropriate insurance on such accounts, or may be invested in securities issued or guaranteed by the United States Government. The Treasurer and President shall, subject to recommendation of the Board, determine the manner and appropriate amounts to be so invested or placed in such account.
f. No salary or other form of compensation shall be paid to any of VAMMHA's officers or directors without prior approval of the Board. Actual expenses incurred by an officer or director shall be reimbursed, provided said expenses were authorized in advance by the Board.

ARTICLE XIV NON-DISCRIMINATION

59. The members, officers, Board members, committee members, employees and persons served by VAMMHA shall be elected or selected entirely on a non-discriminatory basis with respect to age, sex, race, disability, religion and national origin. For purposes of these Bylaws, any reference to one gender shall be deemed made to the other gender.

ARTICLE XV CHAPTERS

60. General. It is VAMMHA's desire to establish chapters with those individuals and organizations from member and non-member firms who have a purpose and interest consistent with VAMMHA's, so that said chapters may focus on those interests which may require more intense activity than currently being offered by VAMMHA, while simultaneously relying on the expertise of VAMMHA's staff and officers.
61. VAMMHA's Assistance To Chapters. VAMMHA may assist a chapter as follows:
a. Through start-up funding from the general budget;
b. Through the creation and maintenance of financial records and bank accounts;
c. Through a specific VAMMHA officer serving as liaison, to work with a chapter to ensure support from VAMMHA; and,
d. Through the opportunity for chapter members to become acquainted with the many advantages of joining VAMMHA.
62. Chapter Guidelines.
a. Upon request, the Chapters Committee [should there be one?] consisting of VAMMHA's Chairman, President and Treasurer is empowered to recognize chapters, subject to confirmation by VAMMHA's Board.
b. To be recognized, a chapter must have a purpose that is consistent with VAMMHA's policy and position statements and with VAMMHA's exempt purpose under Section 501(c)(6) of the Internal Revenue Code. In addition, it must have a sufficient number of potential members who exhibit an active interest in VAMMHA's goals and objectives.
It further is expected that there shall be an operating agreement between VAMMHA and its chapters, setting forth these and other matters in the bylaws.
c. A chapter must have a designated chairperson, and its operating and financial plans must be dedicated to accomplishing the chapter's purposes.
d. Member firms of chapters who meet VAMMHA's eligibility requirements are encouraged to become Active Members of VAMMHA.
63. VAMMHA's Funding Of Chapters; Financial Procedures.
a. Although chapters are self funded and self governed, VAMMHA may allocate general funds to assist with a chapter's start-up expenses.
b. If requested, VAMMHA will maintain financial records as a start-up service to a chapter, including the establishment of separate bank accounts.
c. A written procedure and designation of authority for making financial commitments and approval of disbursements from a chapter's bank account must be developed for each chapter.
d. Requests for VAMMHA's financial support or staff resources may be directed to the Chapters Committee, which is empowered to act within the guidelines set forth by VAMMHA.
e. After an initial period based upon agreement by a chapter and the Chapters Committee, it is anticipated that a chapter may compensate VAMMHA for the continuation of staff services.
f. It further is provided that VAMMHA may require the payment of dues, fees or other assessments from members of a chapter to VAMMHA, as approved by VAMMHA's Board, with all such payments to be in amounts as set forth on the Schedule attached to these Bylaws.
64. Operational Procedures. To facilitate communications and enhance common interests and objectives, a VAMMHA officer shall be invited to all meetings of a chapter. In addition, a chapter's chairperson may, upon request, meet with and report to VAMMHA's Board.
a. Chapters may, subject to supervision by VAMMHA, handle such local matters as may seem appropriate. Although chapters may speak independently on issues, they cannot be identified as representing VAMMHA without prior approval of VAMMHA's Chairman or President.
b. If a conflict between a chapter's policy or position and the policy or position of a VAMMHA committee, member organization or coalition occurs, the conflict will be mediated by the Chapters Committee.
c. Chapter officers shall be elected at a chapter meeting to be held not less than 15 days prior to the annual membership meeting of VAMMHA, and shall assume office immediately upon election. It shall be mandatory for the Chapter Secretary or other officer to submit the names and addresses of elected officers to VAMMHA immediately upon their election.
d. Only those chapters holding regular meetings shall be recognized as active chapters. Minutes of each meeting shall be recorded and a copy sent to VAMMHA within thirty (30) days of such meeting.
e. Chapters and the Chapters Committee must annually conduct a "sunset review" to assess the need for the continuation of each chapter.

ARTICLE XVI AMENDMENTS

65. Amendments to these Bylaws shall be valid only with approval of two-thirds (2/3) of the members of the Board present. Prior to any such vote being taken on a proposed change, all Board Members must be notified, in writing, no less than fifteen (15) days before the vote.
66. Any matters not specifically covered by these Bylaws shall be governed by applicable provisions of the Code of Virginia of 1950, as amended, in force at the time.
Effective: November 1, 1996.

_________________________________, Secretary

Ron Dunlap, President
Virginia Manufactured & Modular
Housing Association
804-750-2500, FAX 804-741-3027
rdunlap@vamha.com