Jamestowne Society
AMENDED AND RESTATED BYLAWS
November 8, 2025
CERTIFICATION
The undersigned Secretary General of Jamestowne Society, Inc. (the "Corporation") certifies that: (a) notice of the meeting of the Members of the Corporation held on November 8, 2025, at The Commonwealth Club in Richmond, Virginia (the "2025 Annual Meeting") was given to all Members of the Corporation in accordance with the Amended and Restated Bylaws dated November 5, 2022 and the Manual dated May 2023 of the Corporation; (b) such notice stated that the within Bylaws would be considered for approval at the 2025 Annual Meeting and were then available to be viewed on the website of the Corporation; (c) a quorum of the Members was present at the 2025 Annual Meeting; and (d) the within Bylaws were duly adopted by the vote in favor thereof by a majority of the Members of the Corporation present at the 2025 Annual Meeting.
ARTICLE 1
Definitions; Words and Phrases; Principles of Construction
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Section 1.01 Definition of Capitalized Terms
For purposes hereof:
501(c)(3) organization means an organization described in Section 501(c)(3), and exempt from tax under Section 501(a), of the Federal Tax Code.
Act means the Virginia Nonstock Corporation Act and the corresponding provisions of any successor law of the Commonwealth of Virginia with respect to non-profit or non-stock corporations and any reference to a section of the Virginia Nonstock Corporation Act includes all amendments to, or successor provisions of, such section.
Annual Meeting means the meeting of Members described in Section 4.03(a).
Appointed Councilor means a Member who shall be appointed to the Council by the Governor as provided in Section 5.02(d).
Articles means (i) the Amended and Restated Articles of Incorporation of Jamestowne Society, Inc., effective December 2, 2019, and recorded as Instrument No. 1912010049 in the Office of the Clerk of the State Corporation Commission of the Commonwealth of Virginia and (ii) all amendments to, and amendments and restatements of, such Articles as may be in effect from time to time.
Bylaws means the within Bylaws.
Company means a company of the Corporation as provided in Article 10.
Corporation means the Jamestowne Society, Inc.
Council means the board of directors, as the governing body, of the Corporation as provided in the Articles and Section 5.01.
Councilor means any person who is a member of the Council.
Elected Councilor means a Member who shall be elected to the Council by the Members as provided in Section 5.02(d).
Electronic Communication means communication by telephone conference, video conference, or other form or means of communication by which each participant may hear, and communicate with, all other participants at the same time.
Electronic Transmission means (i) any form or process of communication, which does not directly involve the physical transfer of paper, or other tangible medium and which (A) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (B) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice or (ii) as may be defined in the Act from time to time.
Entity means (i) any of the following, as defined in the Act, any domestic or foreign corporation, domestic or foreign stock corporation, or domestic or foreign unincorporated entity, any estate or trust, any state and the United States of America, and any foreign government and (ii) general or limited partnership, limited liability company or partnership, trust, business trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, any agency, board, department, division ,instrumentality, and public corporation of any state, federal or foreign government, and other form of legal entity not specifically listed herein.
Executive Committee means the committee of the Council created in Section 6.01(a)(1).
Federal Tax Code means the Internal Revenue Code of 1986, as amended, and the corresponding provisions of any successor laws of the United States of America, and all applicable regulations and rulings issued or effective thereunder, and any reference to a section of the Federal Tax Code or any of such regulations includes all amendments to, or successor provisions of, such section or regulation.
Financial Assets means cash, cash equivalents, and any property that is held principally as a passive means or vehicle for the production of income.
Former Governor means a Member who shall have served as Governor of the Corporation for at least a full one-year term.
Former Governor Councilor means a Former Governor who shall be elected to the Council by the Members as provided in Section 5.02(d).
Governor means, for purposes of any action to be taken pursuant to the Bylaws, the duly elected and acting Governor General of the Corporation on the date such action is to be taken.
Governing Law means and includes the applicable provisions of (i) the constitution and laws of the United States of America and (ii) the constitution and laws of the Commonwealth of Virginia.
Manual means the Policies and Procedures Manual of the Corporation adopted by the Council, as at any time in effect.
Member means any person who is a member of the Corporation as provided in Section 4.02.
Officer means any person holding an office of the Corporation which is described in Section 7.01.
Private Person means (i) any person and (ii) any Entity that is (A) organized for a purpose of promoting the common good or producing a profit and (B) organized, controlled and operated independently from the control or structures of a national, state or local government or any subdivision thereof.
Property means any interest in (i) real property or (ii) tangible or intangible personal property, including without limitation any Financial Assets, or (iii) any combination of such property.
Qualifying Ancestors shall have the meaning assigned in the Articles.
Reserved Council Actions means authorization of: (i) amendment or restatement of the Articles, (ii) amendment or restatement of the Bylaws, (iii) removal of any Councilor or any member of a Committee, (iv) adoption of a plan of consolidation or merger with another organization, (v) indebtedness of the Corporation, (vi) the disposition or encumbrance of any Property of the Corporation, except as specifically provided in the Bylaws, (vii) contractual agreements of the Corporation, (viii) the dissolution or liquidation of the Corporation, or the distribution of the Property of the Corporation, or the revocation of an approved voluntary dissolution of the Corporation, (ix) the expenditure of funds of the Corporation in excess of budgeted amounts, except for emergency needs or capital repairs to Property, (x) a conflict of interest transaction (within the meaning of Section 13.1-871 of the Act) or a transaction between the Corporation and one or more Councilors, (xi) amendment or revocation of a resolution of the Council, (xii) revocation of the charter of a Company; or (xiii) expulsion or sanction of a Member.
Special Meeting means the meeting of Members described in Section 4.03(c).
Spring Meeting means the meeting of Members described in Section 4.03(b).
Section 1.02 Use of Certain Words and Phrases
For purposes hereof:
(a) The phrase "charitable purposes" means charitable, educational, literary, and scientific purposes within the meaning of Section 501(c)(3) of the Federal Tax Code, contributions for which are deductible.
(b) The word "deductible", when used with respect to a contribution or transfer of Property to the Corporation, means the amount of such contribution or transfer is deductible to the extent provided under Sections 170(c)(1) or (2), 2055(a)((1) or (2), and 2522(a)(1) or (2) of the Federal Tax Code.
(c) The phrase "ordinary course of business", when used with respect to any action or activity of the Corporation, means an action or activity that is consistent in nature, scope and magnitude with past practices of the Corporation or logically expected in the regular or planned operating charitable purposes of the Corporation.
(d) The word "organization", when used without reference to any specific Entity, means a group of persons who work together to achieve common goals and includes (without limitation) any Entity.
(e) The word "person", as used in these Bylaws, means a natural person without regard to the definition of “Person” in the Act.
(f) The word "shall", when used with respect to any requirement to take, or forbear from taking, any action by the Corporation, a Company, or any Councilor or Officer or Member, means that such requirement is imperative.
(g) The Article and Section headings in these Bylaws are for convenience only and shall not affect the construction of any provision hereof.
ARTICLE 2
The Bylaws
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Section 2.01 Authority and Governing Law
(a) The Bylaws are adopted pursuant to Section 13.1-823 of the Act and as provided in the Articles.
(b) The Bylaws are governed by, and shall be construed in accordance with, the Governing Law and the Articles for all purposes.
Section 2.02 Construction; Severability
(a) The terms defined in Section 1.01 include the singular and the plural.
(b) To the extent any provision of these Bylaws is in conflict, or inconsistent, with any provision of the Governing Law or the Articles, the provision of the Governing Law or the Articles, as the case may be, shall govern and control.
(c) In the event any provision of the Bylaws shall be determined to be inoperative or invalid, such provision shall be automatically severed from the Bylaws and the Bylaws shall, to the extent possible and reasonable, be construed as operative and valid without regard to such inoperative or invalid provision.
Section 2.03 Amendment
(a) The Bylaws may be amended, or amended and restated, except as provided in Section 2.03(b), only by: (i) recommendation of proposed amendments, and any related restatement, of the Bylaws, to the Council by the Bylaws Committee; and (ii) approval of the proposed amendments, and related restatement, by the Council; and (iii) inclusion in the notice to the Members of the then next succeeding Annual Meeting that (A) such proposed amendments, and related restatement, of the Bylaws shall be presented to the Members for approval at such meeting and (B) such proposed amendments, and related restatement, are available on the website of the Corporation for review; and (iv) the approval of the proposed amendments, and related restatement, by the Members as provided in Section 4.07.
(b) The Council may, without notice to, or approval or consent of, the Members, authorize the amendment of the Bylaws solely to provide further for the compliance by the Corporation with the Federal Tax Code.
(c) The amendment, and any related restatement, of the Bylaws shall take effect, and be of prospective operation immediately upon approval thereof as provided in this Section.
Section 2.04 Revocation of Prior Bylaws
The Corporation revokes and terminates for all purposes: (i) the Amended and Restated Bylaws effective November 5, 2022, and (ii) all bylaws heretofore adopted by the Corporation.
ARTICLE 3
The Corporation; Status as 501(c)(3) organization
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Section 3.01 Name
The name of the Corporation is Jamestowne Society, Inc.
Section 3.02 Seal
The seal of the Corporation is set forth on Exhibit A to the Bylaws.
Section 3.03 Governing Law and Documents
The Corporation shall be governed by the Governing Law, the Articles and the Bylaws.
Section 3.04 Stated Corporate Purposes
The Corporation is organized as a domestic corporation under the Act exclusively for charitable purposes as set forth in the Articles.
Section 3.05 Authority and Powers
The Corporation shall have and may exercise all authority and powers provided by the Act, and conferred on corporations of like nature by the Governing Law, including without limitation the authority and power:
(1) to do any and all lawful acts, directly or indirectly, which the Council determines to be necessary, convenient or desirable to: (i) effect the charitable purposes for which the Corporation is organized and (ii) aid or assist other persons or organizations whose activities accomplish such charitable purposes; and
(2) to solicit, accept, receive, administer, manage and disburse contributions of Property which are without restriction as to a particular purpose or which are restricted solely to one or more charitable purposes for which the Corporation is organized; and
(3) to apply for, accept and expend grants in accordance with the requirements thereof solely for one or more charitable purposes for which the Corporation is organized.
Section 3.06 Compliance with the Federal Tax Code
(a) The Corporation is a 501(c)(3) organization.
(b) The Corporation shall not carry on, or permit to be carried on by any Councilor, Officer, employee or agent of the Corporation, any activity which (i) is not permitted to be carried on by a 501(c)(3) organization or by an organization contributions to which are deductible or (ii) would require the Corporation to file a federal tax return with respect to "unrelated business income".
(c) The Corporation is not organized, and shall not be operated, for profit or pecuniary gain, therefore no part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any Councilor, Officer, or Member of the Corporation, or other Private Person; provided, the Corporation may pay reasonable compensation for services rendered to or for the Corporation, and to make distributions and payments, in furtherance of the charitable purposes of the Corporation.
(d) The Corporation shall not (i) attempt (except as an insubstantial part of its activities) to influence legislation by propaganda or otherwise or (ii) participate or intervene (including the publication or distribution of statements), in any political campaign on behalf of any candidate for public office.
(e) If the Corporation should be classified as a "private foundation" within the meaning of Section 509 of the Federal Tax Code, the Corporation:
(1) shall distribute all income of the Corporation at such times and in such manner as not to subject the Corporation to tax under Section 4942 of the Federal Tax Code; and
(2) shall not (i) engage in any act of "self-dealing" as defined in Section 4941(d) of the Federal Tax Code, or (ii) retain any "excess business holdings" as defined in Section 4943(c) of the Federal Tax Code in a manner that would subject the Corporation to tax under Section 4943(a) of the Federal Tax Code, or (iii) make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Federal Tax Code, or (iv) make any "taxable expenditures" as defined in Section 4945(d) of the Federal Tax Code.
(f) The Council shall, upon the liquidation or dissolution of the Corporation, whether voluntary or involuntary, after provision shall have been made for the payment of all liabilities of the Corporation: (i) dispose of all Property of the Corporation exclusively for the charitable purposes of the Corporation as the Council shall determine or (ii) distribute the Property of the Corporation to such organization or organizations which are organized exclusively for charitable purposes as shall qualify as an exempt organization or organizations under Section 501(c)(3) of the Federal Tax Code, as the Council shall determine; provided, any Property which is not so disposed shall be distributed or transferred by a court of competent jurisdiction in the county in which the registered office of the Corporation is located exclusively for charitable purposes or to such organization or organizations as such court shall determine are organized and operated exclusively for such purposes; provided, further, no Councilor, Officer, Member, or Private Person shall be entitled to, or shall receive, any distribution or division of the Property of the Corporation.
ARTICLE 4
Members
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Section 4.01 Class of Members
The Articles provide the Corporation shall have one class of Members, consisting of descendants of persons who were Qualifying Ancestors.
Section 4.02 Admission of Members
(a) The Council shall:
(1) in the Manual establish, and prescribe the composition and duties of, a Membership Committee to provide and administer the process whereby a person may become a Member; and
(2) prescribe the forms for application, and the requirements for supporting documentation of descent from one or more Qualifying Ancestors, for membership in the Corporation.
(b) The Council shall, in its sole discretion and judgement, determine the qualifications of, and approve, each person as a Member of the Corporation.
Section 4.03 Meetings of Members
(a) The Corporation shall hold a regular meeting of the Members each November on such date, and at such place in or about the city of Richmond, Virginia, or such other location, as the Council shall determine in accordance with the Articles, for the purpose of election and installation of Councilors and Officers and the transaction of all business that may properly come before the Members (the "Annual Meeting").
(b) The Corporation shall hold a regular meeting of the Members each May on such date, and at such place in or around the city of Williamsburg, Virginia, or such other location, as the Council shall determine in accordance with the Articles, for the purpose of the transaction of all business that may properly come before the Members (the "Spring Meeting").
(c) The Corporation may, pursuant to the determination of the Governor, or by resolution of the Council, hold a special meeting of the Members on such date, and at such place in or about the city of Richmond, Virginia, or the city of Williamsburg, Virginia, or such other location, as the Governor or the Council, as the case may be, shall determine in accordance with the Articles, solely for the purpose(s) stated in the notice of such meeting, as provided in Section 13.1-839(E) of the Act (a "Special Meeting").
(d) The Council shall provide in the Manual for the order of business, and rules of the conduct, of meetings of Members.
(e) The Governor shall preside, as chair, at each meeting of the Members.
(f) The list of Members maintained by the Corporation in the ordinary course of business shall constitute the list of Members for each meeting thereof pursuant to Section 13.1-845 of the Act.
(g) Anything in the Bylaws to the contrary notwithstanding, a meeting of the Council called and held pursuant to Section 5.04, shall not constitute a meeting of the Members.
Section 4.04 Notice of Meetings of Members
(a) The Corporation shall give written notice of each meeting of the Members as provided in Section 13.1-842 of the Act and Section 8.03 of the Bylaws.
Section 4.05 Attendance and Participation at Meetings
A Member must be present in person to participate, and vote on any matter coming before the Members, in any meeting of the Members.
Section 4.06 Quorum of Members
A quorum for any meeting of Members shall be established by the presence in person of twenty-five (25) or more Members.
Section 4.07 Voting Entitlements and Requirements
(a) The Articles provide the Members shall have the right to approve the following by vote: (i) the election of Officers, (ii) the election of the Former Governor Councilors, to serve as Councilors, (iii) the election of the Elected Councilors, to serve as Councilors, (iv) the removal of a Councilor, as provided in the Articles, and (v) the amendment, or the amendment and restatement, of the Bylaws as provided in Section 2.03.
(b) A Member shall not be entitled to vote on any matter except as provided in the Articles and the Bylaws.
(c) A Member may not vote by proxy, or by voice, or by Electronic Communication, or by Electronic Transmission.
(d) A Member may not cumulate the vote thereof.
(e) The vote of a majority of the votes cast by the Members at a meeting at which a quorum is present shall be necessary for the adoption and approval of any matter voted upon by the Members pursuant to Section 4.07(a).
Section 4.08 No Agreements Among Members
The Corporation will not accept, observe, or recognize an agreement among Members for any purpose described in Section 13.1-852.1 of the Act.
ARTICLE 5
The Council
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Section 5.01 Establishment and Authority of the Council
(a) The Corporation shall be governed, and the exercise of all lawful authority and powers of the Corporation shall be authorized and directed, by the board of directors established by the Articles pursuant to Section 13.1-853 of the Act.
(b) The board of directors of the Corporation shall be identified as the "Council" in all documents and proceedings of the Corporation.
Section 5.02 Composition of Council; Appointment and Election of Councilors
(a) The Articles provide the Council shall consist of not less than eighteen (18) persons who are Members; provided, the Council may provide for a different number of Councilors from time to time by amendment to the Bylaws as provided in Section 2.03(a).
(b) The Council shall consist of:
(1) the Officers of the Corporation, who shall serve ex-officio; and
(2) three Former Governor Councilors, who shall be elected by the Members; and
(3) twelve Elected Councilors, who shall be elected by the Members; and
(4) three Appointed Councilors, who shall be appointed by the Governor; and
(5) such additional Appointed Councilors, if any, as shall be necessary for the Council to consist of the required number of members thereof, who shall be appointed by the Governor.
(c) The composition of the Council shall be determined at each Annual Meeting.
(d) At each Annual Meeting:
(1) the Governor shall appoint, and announce to the Members, the Appointed Councilors; and
(2) the Council shall present to the Members for the approval by vote the persons who are to serve on the Council: (i) as the Former Governor Councilors who are to succeed the Former Governor Councilors whose terms expire on the date of such meeting and (ii) as the Elected Councilors who are to succeed the Elected Councilors whose terms expire on the date of such meeting.
Section 5.03 Terms of Office of Councilors; Appointment for Unexpired Terms; Succession in Office
(a) Elected Councilors
(1) Each Elected Councilor shall serve for a term of three years from the date of election; thereof.
(2) If an Elected Councilor cannot complete the term thereof, the Council shall appoint a successor to serve as Elected Councilor for the remainder of the current term.
(3) Each Elected Councilor, including the successor of a person appointed to the unexpired term of an Elected Councilor, shall be ineligible for re-election for a period of one (1) year from the date of expiration of a term, and thereafter shall be eligible for re-election as an Elected Councilor or appointment as an Appointed Councilor.
(b) Appointed Councilors
(1) Each Appointed Councilor shall serve for a term of one year from the date of appointment thereof.
(2) If an Appointed Councilor cannot complete the term thereof, the Governor shall appoint a successor to serve as Appointed Councilor for the remainder of the current term.
(3) Each Appointed Councilor, including the successor of a person appointed to the unexpired term of an Appointed Councilor, shall thereafter be eligible for election as an Elected Councilor or appointment as an Appointed Councilor.
(c) Former Governor Councilors
(1) Each Former Governor Councilor shall serve for a term of one year from the date of election thereof.
(2) If a Former Governor Councilor cannot complete the term thereof, the office of such Former Governor Councilor shall remain vacant until a successor is elected as an Former Governor Councilor at the next succeeding Annual Meeting.
(3) Each Former Governor Councilor shall be eligible for re-election upon expiration of a term.
(d) Officers as ex officio Councilors
(1) Each Officer shall serve as an ex officio Councilor for the period such Officer holds an office established under Section 7.01.
(2) If a Councilor becomes an Officer, such person shall continue to serve on the Council pursuant to Section 5.02(b)(1) as such Officer.
(e) Continuation in Office as a Councilor
Each Councilor shall, subject to the provisions of Section 5.07 and notwithstanding anything to the contrary in these Bylaws, remain in office as a Councilor until the successor thereof shall have been duly appointed or elected as provided in these Bylaws.
Section 5.04 Meetings of the Council; Method of Attendance
(a) The Council shall hold regular meetings, upon prior notice to the Councilors as provided in Section 8.03, at the place of meeting of, and immediately prior to, the Annual Meeting and the Spring Meeting.
(b) The Council may hold a special meeting upon the call of the Governor, or of four Councilors, upon prior notice to the Councilors as provided in Section 8.03.
(c) Each Councilor may attend and participate in, as a member of a quorum, any meeting of the Council by personal attendance or by Electronic Communication.
(d) The Council may hold and conduct a special meeting by Electronic Communication.
(e) The Council may at any meeting consider any matter that may properly come before the Council, including without limitation any one or more of the Reserved Council Actions.
Section 5.05 Action of the Council by Unanimous Written Consent without a Meeting
(a) The Council may, subject to Section 5.05(d), take any action without a meeting if each Councilor signs, and delivers to the Governor, a written and dated consent describing the action to be taken and setting forth therein the consent of such Councilor to such action, which action shall be effective as provided in Section 13.1-865 of the Act.
(b) A Councilor may deliver written consent by Electronic Transmission.
(c) A consent signed and delivered pursuant to this Section by each Councilor shall have the effect of action taken at a regular or special meeting of the Council.
(d) The Council cannot take any action which constitutes a Reserved Council Action pursuant to this Section.
Section 5.06 Quorum and Voting
(a) A majority of the active members of the Council present at a meeting of the Council shall constitute a quorum at such meeting for the purposes of the Council.
(b) The affirmative vote of a majority of Councilors at a meeting in which a quorum is present when such vote is taken is the act of the Council.
(c) A Councilor who is present at a meeting of the Council at which action is taken shall be presumed to have assented to such action unless such Councilor enters a dissent for the record prior to the conclusion of the meeting.
(d) A Councilor may not vote by proxy or cumulate the vote thereof.
Section 5.07 Removal of Councilors
The Council, or the Members, may, with or without cause, remove a Councilor from office in compliance with Section 13.-1-860 of the Act.
ARTICLE 6
Committees of the Council
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Section 6.01 Establishment of Committees
(a) The Council creates the following Standing Committees pursuant to Section 13.1-869 of the Act:
(1) the Executive Committee,
(2) the Nominating Committee,
(3) the Audit Committee,
(4) the Finance Committee,
(5) the Investment Committee,
(6) the Bylaws Committee.
(b) The Council may create one or more special committees for any particular purpose.
(c) The composition, members, duties and purposes of special committees shall be set forth in the Manual.
Section 6.02 General Operation of Committees
(a) Each Committee shall observe and perform the duties provided for such Committee provided in the Bylaws and the Manual.
(b) Each Committee may hold special meetings upon the call of the Chair and upon prior notice to each member of the Committee as provided in Section 8.03.
(c) A member of a Committee may attend and participate in, as a member of a quorum, any meeting of such Committee in person or by Electronic Communication.
(d) A majority of the active members of a Committee present at a meeting of such Committee shall constitute a quorum at such meeting for the purposes of such Committee.
(e) The affirmative vote of a majority of members of a Committee at a meeting in which a quorum is present when such vote is taken is the act of such Committee.
(f) The provisions of Section 5.05, with respect to action without a meeting, shall apply, with the necessary changes in detail, to each Committee.
Section 6.03 The Executive Committee
(a) The Executive Committee shall consist of (i) all Officers, (ii) the immediate past Governor, for a term ending on the date of the next succeeding Annual Meeting, and (iii) three Councilors appointed by the Governor, each for a term ending on the date of the next succeeding Annual Meeting, subject to re-appointment by the Governor.
(b) The Governor shall be the Chair of the Executive Committee.
(c) The Governor shall determine, and report to the Council during the regular meeting thereof which immediately precedes the Annual Meeting, the membership of the Executive Committee for a period beginning on such Annual Meeting and ending on the next succeeding Annual Meeting.
(d) The Executive Committee shall exercise the authority and power of the Council, on behalf of the Corporation, during the periods between the Annual Meeting and the Spring Meeting, subject to the following:
(1) the Council shall, to the extent permitted by contract or Applicable Law, ratify and confirm, or modify, reject, or revoke, in whole or in part, any action taken by the Executive Committee; and
(2) the Executive Committee shall not approve, authorize, or take: (i) any of the Reserved Council Actions or (ii) any action to fill a vacancy on the Council or a Committee.
(e) The Executive Committee shall submit a written report to the Council at each Annual Meeting and each Spring Meeting which shall contain the minutes of all meetings of the Executive Committee, and a description of all actions taken by the Executive Committee, since the immediately preceding Annual Meeting or Spring Meeting.
Section 6.04 The Nominating Committee
(a) The Nominating Committee shall consist of not less than three (3) Members, determined as follows:
(1) each Former Governor who shall have agreed to serve on the Nominating Committee, or
(2) if less than three (3) Former Governors shall have agreed to serve on the Nominating Committee, the following officers shall serve on the Nominating Committee in the following order of priority to the extent of the vacant positions on the Nominating Committee:
(i) the Governor General shall serve in the first vacancy,
(ii) the Lieutenant Governor General shall serve in the second vacancy,
(iii) the Secretary General shall serve in the third vacancy.
(b) The Chair of the Nominating Committee shall be the Former Governor who shall have both most recently served as Governor of the Corporation and agreed to serve as Chair of the Nominating Committee; provided if no Former Governor shall have agreed to serve as Chair the Governor shall act as Chair of the Nominating Committee without voting rights on matters coming before the Nominating Committee unless the Governor is a member of the Nominating Committee pursuant to Section 6.04(a)(2)(i).
(c) The Chair of the Nominating Committee shall determine, and report to the Council during the regular meeting thereof which immediately precedes the Annual Meeting, the membership of the Nominating Committee for period beginning at such Annual Meeting and ending on the next succeeding Annual Meeting.
(d) The Nominating Committee shall nominate, prior to each Annual Meeting, persons (who shall be Members) to be submitted to the Members for election as an Officer, a Former Governor Councilor, and an Elected Councilor with respect to each term thereof which shall expire at such Annual Meeting.
(e) Members of the Corporation may, anything herein to the contrary notwithstanding, make additional nominations at the Annual Meeting; provided that the Member being nominated shall have consented thereto prior to such nomination.
Section 6.05 The Audit Committee
(a) The Audit Committee shall consist of (i) the Auditor General and (ii) two or more Members (which may include Councilors) appointed by the Governor in consultation with the Auditor General. The Governor, the Lieutenant Governor, the Treasurer General, any Member with a role in investing the Financial Assets of the Corporation, and any employee or independent contractor of the Corporation, shall not be eligible to serve on the Audit Committee.
(b) The Auditor General shall be the Chair of the Audit Committee.
() the Audit Committee shall engage and oversee the annual audit of the financial records of the Corporation and perform such other duties and functions as prescribed by the Council or the Manual.
Section 6.06 The Finance Committee
(a) The Finance Committee shall consist of (i) the Treasurer General and (ii) two or more Members (which may include Councilors) appointed by the Governor in consultation with the Treasurer General. Any Member with a role in investing any of the Financial Assets of the Corporation, and any employee or independent contractor of the Corporation, shall not be eligible to serve on the Finance Committee.
(b) The Treasurer General shall be the Chair of the Finance Committee.
(c) The Finance Committee shall (i) account for the funds and revenues of the Corporation, (ii) prepare, and monitor compliance with, an annual budget for the Corporation, (iii) cause the Corporation to be in compliance with all federal and state financial reporting requirements, including without limitation the timely filing with the Internal Revenue Service of Form 990 Return of Organization Exempt From Income Tax by the Corporation, (iv) maintain and preserve the financial records of the Corporation, and (v) recommend to the Council the types and amounts of insurance that should be maintained for the benefit of the Corporation and the Officers, Counselors and employees thereof.
Section 6.07 The Investment Committee
(a) The Investment Committee shall consist of three or more Members (which may include Councilors) appointed by the Governor. Any Member with a role in investing any of the Financial Assets of the Corporation, and any employee or independent contractor of the Corporation, shall not be eligible to serve on the Audit Committee.
(b) The Governor shall appoint the Chair of the Investment Committee.
(c) The Investment Committee shall (i) formulate, and review on a regular basis, the investment policy of the Corporation, (ii) recommend to the Council the engagement of the manager of the Financial Assets of the Corporation, (iii) report to the Executive Committee and the Council, in time, form and manner as required thereby, the results of the investment of the Financial Assets of the Corporation and (iv) perform such other duties and functions as prescribed by the Council or the Manual.
Section 6.08 The Bylaws Committee
(a) The Bylaws Committee shall consist of (i) the Attorney General and (ii) three or more Members (which may include Councilors) appointed by the Governor.
(b) The Governor shall appoint the Chair of the Bylaws Committee.
(c) The Bylaws Committee shall recommend to the Council such amendments and revisions to the Bylaws and the Manual as the Committee determines to be necessary or desirable to maintain the Bylaws and the Manual in compliance with applicable law and the best practices of comparable organizations.
ARTICLE 7
The Officers
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Section 7.01 Description and Duties of Officers
(a) Each person elected or appointed as an Officer shall be a Member.
(b) The same person may hold simultaneously more than one office in the Corporation; provided, the Governor cannot simultaneously hold the office of Lieutenant Governor General, Secretary General, or Treasurer General.
(c) Each of the Officers shall perform, commensurate with the standard of care for officers of a 501(c)(3) organization: (i) the customary duties of the respective office thereof, (ii) such duties as shall be set forth in the Bylaws and the Manual, and (iii) such duties and obligations as may be from time to time prescribed by the Council or imposed by Applicable Law
(d) The Corporation creates, and prescribes the titles and duties of, the following Officers of the Corporation pursuant to Section 13.1-872 of the Act and the Articles:
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(1) Governor General
The Governor General shall act as the chief executive officer of the Corporation. The Governor shall, subject to the direction of the Council: (i) preside, when present, at all meetings of the Council and the Officers, (ii) control the active administration and management of the Corporation, and (iii) execute and deliver contractual agreements authorized by the Council (unless otherwise specifically directed by the Council).
(2) Lieutenant Governor General
The Lieutenant Governor General shall, in the absence of the Governor or in the event of the inability or refusal of the Governor to act, observe and perform all duties and obligations of the Governor and when so acting shall have all authority and powers of, and be subject to all restrictions upon, the Governor.
(3) Secretary General
The Secretary General shall: (i) prepare, record and preserve the minutes and voting records of all proceedings of the Council, (ii) give notice of meetings of the Council unless otherwise directed, (iii) when and as directed by the Council, authenticate records of the Corporation, and (iv) have custody of the corporate seal of the Corporation with authority to affix the same to such contractual agreements, documents and instruments as the Council shall authorize and direct.
(4) Treasurer General
The Treasurer General shall: (i) in collaboration with the Executive Director of the Corporation, provide for the collection, and deposit in such financial institutions as the Council shall direct, the funds and revenues of the Corporation and (ii) serve as the Chair of the Finance Committee.
(5) Attorney General
The Attorney General shall serve as the chief legal officer of the Corporation for the performance or supervision of the legal affairs of the Corporation.
(6) Auditor General
The Auditor General shall direct and supervise the activities of the Audit Committee, shall quarterly examine the internal financial records of the Corporation and make such recommendations to the Council with respect thereto as such Officer shall consider in the bests interests of the Corporation.
(7) Registrar General
The Registrar General shall advise the Corporation on matters of genealogy and maintain the records of the names, addresses and contact information of the Members of the Corporation.
(8) Historian General
The Historian General shall maintain and make available relevant information concerning the history of Jamestowne and the history of the Corporation.
(9) Chaplain General
The Chaplain General shall conduct and supervise the religious activities and ceremonies of the Corporation.
Section 7.02 Election of Officers and Terms of Office
(a) Each Officer shall be elected by the Members at the Annual Meeting and shall hold the office to which they are elected, subject to the Bylaws, until the next succeeding Annual Meeting.
(b) Each Officer shall be eligible for re-election to the same, or a different, office at the Annual Meeting; provided, the person holding the office of Governor, Lieutenant Governor General, and Secretary General, is not eligible for election to such office for more than two consecutive terms.
Section 7.03 Resignation and Removal of Officers; Appointment of Successor
(a) An Officer may resign at any time by written notice to the Council; provided, an Officer's resignation does not affect the Corporation's contract rights, if any, with such Officer.
(b) The Council may, to the extent permitted by contract and Applicable Law, remove any Officer at any time, with or without cause; provided, an Officer's removal does not affect such Officer's contract rights, if any, with the Corporation.
(c) The Council, at a regular or special meeting, shall approve the successor in office for the remaining term of an Officer who shall have resigned or been removed.
Section 7.04 Limitation Upon Authority of Officers
The Officers shall not, individually or collectively, have the authority to authorize or undertake any of the Reserved Council Actions.
ARTICLE 8
Internal Operation of Corporation
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Section 8.01 The Manual
(a) The Council shall create, maintain and revise the Manual in which the policies and procedures of the Corporation for the administration, management and operation of the Corporation shall be set forth.
(b) The Council shall provide that all policies and procedures of the Corporation set forth in the Manual shall be consistent with the Act, the Articles, and the Bylaws.
Section 8.02 Reserved Council Actions
The Council shall take all Reserved Council Actions only at a meeting thereof held in accordance with Section 5.04.
Section 8.03 Notice of Meetings to Councilors, Officers and Members
(a) The Corporation shall give written notice, as provided in Sections 13.1-810 and 13.1-842 of the Act, and in Section 8.03(b), of the date, time, place and purpose:
(1) to each Councilor and Officer of each meeting of the Council by Electronic Transmission not less than fifteen days before the meeting date: and
(2) to each member of a Committee of each meeting of the applicable Committee by Electronic Transmission not less than fifteen days before the meeting date; and
(3) to each Member of each Annual Meeting and Spring Meeting by publication in the magazine of the Corporation, by entry on the website of the Corporation, and by Electronic Transmission, not less than twenty-five days or more than sixty days before the meeting date; and
(4) to each Member of any Special Meeting by Electronic Transmission not less than twenty-five days or more than sixty days before the meeting date.
(b) The Corporation shall give notice to each Member ( including without limitation each Councilor and Officer) by Electronic Transmission at the address thereof for Electronic Transmission which shall, on the date on which such notice is required to be delivered or made, appear on the records of the Corporation to be the most recent and current address of such Member for Electronic Transmission as provided by, or for, such Member in writing to the Corporation; provided, the Corporation shall give notice by United States postal service to any Member who shall have advised the Corporation in writing that such Member declines to receive communications by Electronic Transmission.
(c) Each Member (including without limitation each Councilor each Officer) shall provide to the Corporation the correct address (for Electronic Communication, United States postal service or private courier) of such Member for all notices and communications to be given by the Corporation to such Member. Notices delivered or given by the Corporation to the electronic or postal address of a Member set forth on such records of the Corporation shall be treated as validly delivered or made for all purposes to the extent provided in Section 13.1-810 of the Act. The failure of a Member to receive any notice or communication from the Corporation due to an incorrect address (for any means of delivery) for such Member shall be the sole responsibility of such Member and the Corporation shall have no liability or responsibility therefor. The provision to the Corporation by a Member in writing of the proper address of such Member for communication by Electronic Transmission shall constitute the consent of such Member to receive communications from the Corporation by Electronic Transmission.
Section 8.04 Engagement of Advisors, Employees and Professional Services
(a) The Council may appoint as an advisor any person whose advice, assistance, counsel or support the Council considers necessary or desirable in the effectuation of the charitable purposes of the Corporation.
(b) The Council may employ, and pay reasonable compensation and reimbursable expenses to, such person or persons, including without limitation an Executive Director, architects, appraisers, attorneys, certified public accountants, consultants, engineers, historians, and others of professional skills determined by the Council to be necessary or desirable in the effectuation of the charitable purposes of the Corporation.
Section 8.05 Contracts
(a) The Council may authorize the Governor or the Lieutenant Governor General to execute and deliver any contractual agreement in the name and on behalf of the Corporation and such authority may be general or specific to certain transactions.
(b) The Corporation shall require that the agreements, interests, obligations, and rights of the Corporation in any contractual agreement to which the Corporation is a party be governed by the Governing Law without regard to principles of conflicts of laws.
(c) The Corporation shall not approve, authorize, confirm or ratify any contractual agreement or transaction without prior compliance with the Conflict of Interest Policy provided in Section 8.12.
Section 8.06 Books and Records
(a) The Corporation shall maintain complete and accurate: (i) accounting and financial records and statements and (ii) minutes of the meetings and proceedings of the Council and the Committees.
(b) The books, records and statements of the Corporation shall be open to inspection by any Councilor, Member, or Officer upon reasonable request and as provided in the Manual.
Section 8.07 State Filings
The Corporation shall:
(1) maintain a registered office and a registered agent in the Commonwealth of Virginia as provided in Section 13.1-833 of the Act; and
(2) provide and maintain such information on file with the State Corporation Commission (or any successor to the functions thereof) as may be required by the constitution and laws of the Commonwealth of Virginia.
Section 8.08 Fiscal Year and Annual Audit
(a) The fiscal year of the Corporation shall begin on and include each January 1 and end on and include the next succeeding December 31; provided, the Council may by resolution from time to time provide for a different fiscal year.
(b) The Council shall cause the financial records and statements of the Corporation to be reviewed or audited, in the determination of the Council, by an independent certified public accountant, or a firm thereof, within 180 days of the end of each fiscal year.
Section 8.09 Property of the Corporation
(a) The Council shall hold, control, and dispose of the Property of the Corporation, and shall have the authority and power to authorize and direct:
(1) the acquisition of Property for the purposes of the Corporation; and
(2) the conveyance, disposition, distribution, and transfer of the Property of the Corporation in the ordinary course of business of the Corporation; and
(3) the encumbrance of the Property of the Corporation in the ordinary course of business of the Corporation; and
(4) the investment of the Financial Assets of the Corporation, including without limitation the authority to vest in one or more independent financial advisors or investment managers the authority and discretion to acquire and dispose of Financial Assets for the account of the Corporation in accordance with the investment policy of the Corporation.
(b) The Council shall have the authority to authorize the disposal and transfer of substantially all Property of the Corporation only in accordance with Section 3.06.
Section 8.10 Confidentiality of Member Information
(a) The Corporation shall maintain the confidentiality, and prohibit the direct or indirect use by any organization or person, of all information provided by the Members to the Corporation.
(b) The Corporation shall provide in the Manual for a confidentiality agreement to be delivered by all persons having access to information provided by the Members.
Section 8.11 Compensation
(a) The Corporation shall not, directly or indirectly, provide any compensation or emolument to any person serving as a Councilor, or an Officer, or a member of any Committee created by the Corporation.
(b) The Corporation may, as provided in and subject to Section 3.06(c), pay compensation, and reimburse out-of-pocket expenses, to a Councilor, an Officer, or a member of a Committee, who is engaged as an employee or an independent contractor of the Corporation.
Section 8.12 Conflict of Interest Policy
The Council shall maintain a Conflict of Interest Policy for the benefit of all Councilors, Officers, employees and agents of the Corporation, which Policy shall comply with the conflict of interest policy of the Internal Revenue Service, to the extent applicable, and shall be set forth in the Manual.
ARTICLE 9
Indemnification; Limitation of Liability
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Section 9.01 Definitions
For purposes of this Article:
"Indemnified Person" means a person who is a present or former Councilor, Officer, employee or agent of the Corporation.
"Party" means a person who was, is, or is threatened to be made, a named defendant or respondent in a Proceeding
"Proceeding" means any threatened, pending, or completed action, claim, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal, as such term is at any time defined in the Act.
Section 9.02 Limited Liability and Immunity of Indemnified Persons
(a) The Indemnified Persons shall have the limitation upon the liability thereof to the full extent provided by the Act, including without limitation Sections 13.1-870.1 and 13.1-870.2.
(b) The Indemnified Persons shall be immune from civil liability for acts taken in their respective capacities as Councilors, Officers, employees, and agents of the Corporation to the extent provided by Applicable Law, including specifically and without limitation:
(1) the Volunteer Protection Act of 1977, 42 U.S.C. Sections 14501 through 14505, inclusive, as amended; and
(2) Va. Code Ann. Section 8.01-20.1:1 (1950).
Section 9.03 Liability Insurance
The Corporation shall acquire and maintain sufficient insurance on behalf of all Indemnified Persons against liability (including, without limitation, costs of defense) asserted against or incurred by any of such Indemnified Persons in the capacity, or arising from the status, thereof as a Councilor, Officer, employee, or agent of the Corporation without regard to the authority of the Corporation to provide indemnity to any of such Indemnified Persons under the Governing Law.
Section 9.04 Indemnification of Indemnified Persons
(a) The Corporation shall indemnify, and advance expenses for, the Indemnified Persons to the full extent authorized or permitted by the Act, including specifically and without limitation Sections 13.1-875 through 13.1-883, inclusive, thereof.
(b) The Corporation shall, in furtherance of Section 9.04(a) and pursuant to Section 13.1-883(B) of the Act:
(1) indemnify any of the Indemnified Persons who was or is a Party to a Proceeding, other than an action by, or in right, of the Corporation, by reason of the fact that such person is or was a Councilor, Officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another organization, against expenses, including without limitation fees for legal counsel, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding, unless such person acted intentionally or willfully in a manner adverse to the best interests of the Corporation; provided, the termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, standing alone, create a presumption that such person acted intentionally or willfully in a manner adverse to the best interests of the Corporation; and
(2) indemnify any of the Indemnified Persons who was or is a Party to a Proceeding by, or in right, of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Councilor, Officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another organization, against expenses, including without limitation fees for legal counsel, actually and reasonably incurred by such person in connection with the defense or settlement of such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not adverse to, the best interests of the Corporation, provided, that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for intentional or willful misconduct in the performance of the duty of such person to the Corporation unless and only to the extent that the court with jurisdiction over such Proceeding shall determine upon application that, regardless of the adjudication of liability and in consideration of all facts and circumstances, such person is fairly and reasonably entitled to indemnity for such expenses which such court determines.
(c) The Corporation shall, unless ordered by a court, make the indemnification provided in Section 9.04(b) only as authorized in the specific case upon a determination by the Council by a majority vote of the Councilors who were not parties to, or who were successful on the merits or otherwise with respect to such Proceeding, that indemnification of such Indemnified Person or Indemnified Persons met the applicable standard of conduct set forth in Section 9.04(b).
(d) The indemnification authorized by this Article shall be in addition to any other entitlement or right of any Indemnified Person under any law or rule of law as to action in the official capacity of such Indemnified Person and as to action in another capacity while holding such office, and shall continue as to a person who shall have ceased to be a Councilor, Officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.
(e) No amendment, modification or repeal, in whole or in part, of this Section shall affect or diminish the right to indemnification with respect to any claim, cause, or matter in any then pending or subsequent Proceeding that is based in any material respect on an alleged action or failure to act prior to such amendment, modification or repeal.
Section 9.05 Advance for Expenses
The Corporation may advance expenses incurred in defending or settling a Proceeding to an Indemnified Person (except to the extent a defense in such Proceeding against such Indemnified Person is provided under the Corporations 's liability insurance policy) prior to the final disposition thereof, as authorized by the Council, upon receipt of:
(1) a written affirmation from such Indemnified Person of the good faith belief thereof such person is entitled to indemnification; and
(2) an agreement by or on behalf of the Indemnified Person to repay such amount, if it shall ultimately be determined that such Indemnified Person is not entitled under the Bylaws to indemnification by the Corporation.
ARTICLE 10
Companies of the Corporation
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Section 10.01 Organization by Companies
(a) The Corporation shall provide in the Manual for the formation of local companies of Members, constituted and situated in defined and exclusive geographic areas, by and through which the Members may actively participate in, and contribute to, the educational and social events and mission of the Corporation.
(b) The Corporation may approve the formation of local companies without limit as to number.
Section 10.02 Formation of a Company
(a) Members of the Corporation who are interested in the formation of a Company within a specific geographic area shall comply with the procedures and process therefor as set forth in the Manual.
(b) The Corporation shall, in its sole discretion and judgement, approve or disapprove the formation of a Company, and the decision thereof shall be binding and final.
Section 10.03 Exclusive Geographic Area Policy
(a) Each Company shall, upon formation, be assigned a specific geographic area for its exclusive operation and use.
(b) A Company shall not meet or operate within the exclusive geographic area of another Company without the prior written agreement and consent thereto of such other Company.
(c) The Council shall, in its sole discretion and judgement, resolve any disagreement or question with respect to the geographic area of one or more companies, and the decision thereof shall be binding and final.
(d) The Council may, in its sole discretion and judgement, sanction, or revoke (pursuant to Section 10.07) the charter of, a Company which shall meet or operate within the geographic area of another Company without prior compliance with the Bylaws and the Manual therefor.
Section 10.04 Each Company Bound by the Articles, Bylaws and Manual
(a) Each Company shall, without regard to the date of formation, be subject to, and bound by, the Articles, Bylaws and Manual as any thereof are in effect, and shall certify to the Corporation, by such documentation as the Corporation shall direct, the agreement of the Company thereto.
(b) The terms and provisions of the Bylaws and Manual shall:
(1) govern and control any provision of the bylaws of a Company which may be in conflict or inconsistent with the Bylaws and Manual, and
(2) be binding upon a Company with respect to any matter which is not addressed or provided in the bylaws of such Company.
Section 10.05 Annual Activities and Meetings, Filings and Reports, of a Company
Each Company shall in each calendar year:
(1) hold at least one meeting of the members of the Company at such location within the geographic area of the Company as shall be reasonably convenient and accessible for the members thereof, or by Electronic Communication as the Company determines may be necessary, and charge and collect from each member attending a meeting such amounts as shall be required for the Company to pay the costs of such meeting; and
(2) collect dues from each member of the Company in such amounts as the officers of the Company shall determine in the discretion thereof; and
(3) file or provide an annual report to the Governor when and as requested by, or on behalf of, the Governor, in such form and setting forth such information as the Governor shall direct; and
(4) file or provide Form 990, and all such other (or successor) federal tax forms or returns, to the United States Department of the Treasury at such times and in such form and content as required by the Federal Tax Code for the Company to maintain the status thereof as a 501(c)(3) organization or as a member of the Internal Revenue Service Group Organization of the Corporation.
Section 10.06 General Operations of Company
(a) Each Company shall conduct the activities and operations, and hold, control, and manage the Property, thereof so as to (i) further and support the mission and purposes of the Corporation and (ii) maintain the status thereof as 501(c)(3) organization or as a member of the Internal Revenue Service Group Organization of the Corporation.
(b) Each Company shall (i) adopt and maintain bylaws, and policies and procedures, in form and content as provided in the Manual and subject to the approval of the Council, and (ii) cooperate with the regional coordinator for the region in which such Company is located, and (iii) encourage the membership of the Company to attend national events of the Corporation and to financially contribute to the Corporation.
Section 10.07 Termination of the Status of a Company as a Company of the Corporation
(a) A Company may voluntarily terminate its existence as a corporation or an unincorporated association in accordance with the laws of its domicile and the Manual.
(b) The Council may, in its sole discretion and judgement, for cause (including without limitation, revocation by the Internal Revenue Service of tax-exempt status) revoke the charter of a Company, whereupon such Company shall have no relation with the Corporation.
EXHIBIT A
Corporate Seal
Last Update: 19 December 2025
