By Law Page 3

Combat veterans motorcycle Association the Virginia chapter

PAGE 3

Section 11.2 - Checks and Notes

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness shall be signed by the Treasurer and countersigned by the President (Commander) of the corporation.

Section 11.3 - Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 11.4 - Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the non-profit purposes of this corporation.

IRC 501 [c] [3] TAX EXEMPTION PROVISIONS

Article 12

12.1 - Limitations on Activities

No substantial part of the activities of Combat Veterans Motorcycle Association the Virginia Chapter Incorporation shall be for propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including publishing or distribution of statements), any political campaign on or behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on by a

(a). Corporation exempt from federal income tax under section 501[c] [19] of the Internal Revenue Code.

(b). Corporation, contributions to which are deductible under section 170 [c] [2] of the Internal Revenue

Code.12.2- Prohibition against Private Inurement

No part of the net earnings of Combat Veterans Motorcycle Association the Virginia Chapter Incorporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

12.3 - Distribution of Assets

Upon the dissolution of Combat Veterans Motorcycle Association the Virginia Chapter Incorporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501[c] [19] of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

12.4 - Private Foundation Requirements and Restrictions

In any taxable year in which Combat Veterans Motorcycle Association the Virginia Chapter Incorporation becomes a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation:

(a). Shall distribute its income for said period at such time and manner as not to subject to tax under Section

4942 of the Internal Revenue Code.

(b). Shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code.

(c). Shall not retain any excess business holdings as defined in Section 4943 [c] of the Internal Revenue Code.

(d). Shall not make any investment in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code.

(e). Shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code.

CONFLICT OF INTEREST POLICY

Article 13

Section 13.1 - Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s Combat Veterans Motorcycle Association the Virginia Chapter Incorporation interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 13.2- Definitions

1. Interested Person - Any director, principal officer, or member of a committee with governing board delegated powers with a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(a). An ownership or investment interest in any entity with which the Organization has a transaction or arrangement.

(b). A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

(c). A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 13.3, Line 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 13.3 - Procedures

1. Duty to Disclose -

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists -

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest -

(a). An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

(b). The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

(c). After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

(d). If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy -

(a). If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

(b). If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 13.4 - Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

(a). The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

(b). The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

13.5 - Compensation

(a). A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

(b). A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

(c). No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

13.6 - Annual Statements

Each director, principal officer and member of a committee with governing board-delegated powers shall annually sign a statement, which affirms such person has:

(a). Received a copy of the conflicts of interest policy,

(b). Read and understands the policy,

(c). Agreed to comply with the policy, and

(d). Understood the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities, which accomplish one or more of its tax-exempt purposes.

13.7 - Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

(a). Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.

(b). Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

13.8 - Use of Outside Experts

When conducting the periodic reviews as provided for in Section 7, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

AMENDMENTS

Article 14

Section 14.1 - Altered

These By-Laws may be altered, or repealed and new By-Laws adopted at the yearly State meeting by a two-thirds vote of the members present or by the Board of Directors, only to revised a Conflicting Article and/or Section.

Section 14.2 - Amendments

Approved and accepted amendments take effect immediately.

Section 14.3 - Changes

Any changes to any Article and/or Section of the State Chapter of the Combat Veterans Motorcycle Association the Virginia Chapter will be discussed and voted on by a quorum.

Section 14.4 - Precedence

If any Virginia State Chapter By-Laws conflicts with the CVMA National By-Laws, the National By-Laws will take precedence over the Virginia State Chapter By-Laws.

Section 14.5 - Conflicting

If any Combat Veterans Motorcycle Association the Virginia Chapter By-Laws, conflicts with Federal and/or State of Virginia Domestic Nonprofit Veterans 501 (c) (19) provisions and/or statutes. The conflicting Article(s) and/or Section(s) shall be revised, by the Board of Directors and shall take effect immediately.

CONSTRUCTION AND TERMS

Article 15

Section 15.1 - Conflict

If there is a conflict between the provisions of these By-Laws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Section 15.2 - Unenforceable or Invalid

If any of the provisions or provisions of these By-Laws be held unenforceable or invalid for any reason, the remaining provisions and portions of these By-Laws shall be unaffected by such holding.

Section 15.3 - Articles of Incorporation

All references in these By-Laws to the Articles of Incorporation shall be to the Articles of Incorporation or any other founding document filed with an office of this state and used to establish the legal existence of this Incorporation.

Section 15.4 - References

All references in these By-Laws to a section or section of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

Section 3.2, 3.3: Amended/Approved January 19, 2007.

Section 3.1(f), 3.10, 8.3, 9.8-10.0: Amended/Approved July 29, 2007

Section 3.1(g) Amended/Approved MAY 17, 2008

By-Laws >

This page was last updated: MAY 15, 2008 Combat Veterans Motorcycle Association the Virginia Chapter incorporated is a registered domestic nonprofit in the State of Virginia.

We are a 501(c)(19)tax exempt incorporation. Charitable contributions are deductible. Our Employer ID# is

IRS Determination Letters, Articles of Incorporation, GET License, By-Laws, Form 990.

Combat Veterans Motorcycle Association logo and name are trade mark TM 2001 by Combat Veterans Motorcycle Association.