RESTON RAIDERS HOCKEY CLUB, INC.

ARTICLE I - OFFICES The principal office of Reston Raiders Hockey Club, Inc. (hereinafter referred to as the "club") shall be located in Fairfax County, Virginia. The club may have such other offices either within or without the Commonwealth of Virginia as the board of directors may designate or as the business of the club may from time to time require.

ARTICLE II -- PURPOSES AND PHILOSOPHY The purpose of the club is to organize, administer and operate youth ice hockey programs. The club's governing value shall be "FUN HOCKEY FOR KIDS" and shall endeavor to instill in each participant a love, appreciation and knowledge of the game of ice hockey, the ideals of fair play and sportsmanship, and the development of personal and social skills. The club shall further endeavor to adhere to the policies of USA Hockey as set forth in USA Hockey's Annual Guide. The club shall attempt to exemplify the principles and philosophies of USA Hockey and, through EXCELLENCE IN COACHING, develop the finest youth hockey players possible. Further, the club shall seek to provide a FUN environment for players of all ages, levels of skill and commitment, with equal opportunity for all.

ARTICLE III-- MEMBERSHIP AND DUES Organization Member. Members of the club shall consist of the parents or parent of each participant in the regular and spring season youth hockey programs organized, administered and operated by the club and shall include full-time club head coaches (house, travel, and initiation) who do not have a child participating in programs organized, administered and operated by the club and others who contribute to the club in a significant way, such as serving on a committee of the Board (Coach Selection Committee, Hockey Development Board, Safety Committee, Discipline Committee, Club Operations or other Board-established Committees) or serving as a non-parent assistant coach, team manager or injury liaison (house, travel or initiation), or house commissioner.  The Board has discretion to name others as Members who may not meet one of the preceding qualifications, but who still provide significant contributions to the club.  A majority of the Board must vote to accept as Members those whose contributions do not include the aforementioned roles.  All memberships shall be for one year commencing on September 1 prior to the beginning of the season and ending on August 31 of the following year, unless a player is selected to a team prior to September 1 in which case membership shall commence upon the date that registration payment is received by the club. Membership in the club may be suspended or terminated by the board of directors for nonpayment of dues or otherwise in its discretion or by the discipline or conduct committee for violation of the policies of the club.

Dues. Membership dues and fees shall be set by action of the board of directors and may vary for each instructional, recreation/intramural, competitive/travel program and/or by any other program or activity organized, administered, operated and/or sponsored by the club. The club may assess members additional dues and fees from time to time as the board of directors may determine is necessary.

Annual Meeting. The annual meeting of the members of the club shall be held between February 1 and May 30 of each year, the precise date and time for such meeting to be designated by the directors and communicated in writing to the members as provided for in paragraph 6, below, for the purpose of electing directors and the transaction of such other business as may be properly brought before the meeting.

Special Meetings. Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be held at any time upon the call of the board of directors, the chairman of the board of directors, the president, the secretary, or at the written request of not less than twenty percent (20%) of the club's members. A written request for the calling of a special meeting of members shall state the purpose or purposes of the proposed meeting.

Place of Meeting. The directors may designate any place, either within or without the State, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the club.

Notice of Meeting. Written or published notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before the date of the meeting, except if the purpose of the meeting is to act on an amendment to the articles of incorporation, a proposed sale of substantially all the assets of the club, or the dissolution of the club, in which case notice shall be given not less than 25 days nor more than 60 days before the meeting. Such notice of meetings shall be delivered either personally or by mail, by or at the direction of the chairman, the president, or the secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the membership books of the club, with postage thereon prepaid. No notice of the time, place or purpose of any meeting of members need be given to any member who attends in person or by proxy, or who, in writing executed and filed with the records before or after the holding of the meeting, waives notice. Any such written or printed notice shall be deemed sufficient if it is contained in the club's newsletter or published on the club website.

Closing of Membership Books or Fixing of Record Date. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the directors of the club may provide that the membership books shall be closed for a stated period but not to exceed, in any case, 70 days. If the membership books shall be closed for the purposes of determining members entitled to notice of or to vote at a meeting of members, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the membership books, the directors may fix a date in advance as the record date for any such determination of members, such date in any case to be not more than 75 days and, in case of a meeting of members, not less than 10 days prior to the date on which the particular action requiring such a determination is to be taken. If the membership books are not closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mailed shall be the record date for such determination of members. When a determination of members entitled to vote at any meeting of the members has been made as provided in this section, such determination shall apply to any adjournment thereof.

Voting List. The officer or agent in charge of the membership books of the club shall make, at least 10 days before each meeting of members, a complete list of the members entitled to vote at such meeting and any adjournment thereof, arranged in alphabetical order, with the address of each, which list for a period of 10 days prior to such meeting, shall be kept on file at the principal office of the club and shall be subject to inspection by any member at any time during usual business hours. A member desiring to inspect said list shall notify the secretary of the club or the president either in writing, by electronic mail, or by telephone not less than 48 hours prior to the time at which the member desires to inspect said list. The board of directors shall by resolution adopted from time to time and in the discretion of the board of directors specify what shall constitute usual business hours. Such hours may vary during different times within the membership year. Provision of a copy of said list to any member requesting it shall constitute compliance with this provision. The board of directions may prescribe restrictions upon the use of said list and may require that members sign a statement certifying that said list shall not be used for any prohibited purpose such as, but not limited to, the solicitation of business for an enterprise other than the club. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting. The original membership book shall be prima facie evidence as to who are the members entitled to examine such list or transfer books or to vote at the meeting of members. The meeting shall, on the demand of any member, in person or by proxy, be adjourned until the requirements are complied with.

Quorum. At any meeting of the membership at least twenty percent 20% of the members entitled to vote, represented in person or by proxy, shall constitute a quorum, except as otherwise provided by law. If less than said number of members entitled to vote are represented at a meeting, the president or a majority of members so present or represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business that might have been transacted at the meeting as originally noticed may be transacted.

Proxies. At all meetings of the membership, a member may vote by proxy executed in writing by the member or his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the club before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy. Such proxy may include instructions.

Voting. Each member entitled to vote in accordance with the terms and provisions of the articles of incorporation and these by-laws shall be entitled to one vote, in person or by proxy. Upon the demand of any member, the vote upon any question before the meeting shall be by ballot. All votes for directors shall be conducted by ballot and in accordance with terms and conditions specified by resolution adopted by the board of directors. All elections for directors shall be decided by a majority vote except as otherwise provided by the articles of incorporation or the laws of the Commonwealth of Virginia.

Order and Conduct of Business. The president shall preside over all meetings of the membership. If he or she is not present, a vice president shall preside. If neither the president nor a vice president is present, a chairman shall be elected at the meeting. The secretary of the club shall act as secretary of all meetings, if he or she be present, unless the chairman appoints a secretary of the meeting. The chairman of the meeting may appoint one or more inspectors of the election to determine the qualification of voters, the validity of proxies, and results of ballots.

The order of business at all meetings of members shall be as follows, unless otherwise determined at said meetings:

• Roll Call
• Proof of notice of meeting or waiver of notice.
• Reading of minutes of preceding meeting.
• Report to Members Unfinished Business
• Election of Directors, unless the board of directors has by resolution established another date, time, or manner has been established for the conduct of elections.
• New Business
• Adjournment

Information Action by Members. Unless otherwise provided by law, any action required to be taken at a meeting of the members, or any other action that may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof and delivered to the secretary of the club for inclusion in the minutes or filing with the club records.

ARTICLE IV -- BOARD OF DIRECTORS General Powers. The business and affairs of the club shall be managed under the direction of its board of directors acting directly, and/or through acts of its duly appointed and/or authorized officers, and it may exercise all such powers of the club, and do all such lawful acts and things as are not by statute or by the articles of incorporation or by the bylaws directed or required to be done by the members. The directors shall in all cases act as a board, and may adopt such rules and regulations for the conduct of their meetings and the management of the club as they may deem proper, not inconsistent with these by-laws and the laws of the Commonwealth of Virginia.

Election, Number, Tenure, and Qualifications. The board of directors shall consist of not more than nine (9) persons. Unless otherwise specified by these bylaws, directors shall be elected to a term of three years with an equal number of directors elected each year. Directors shall hold office until the next annual meeting of the members at which the term for their respective class of directors expires or until their successors shall have been duly elected and qualified. No director shall be elected to the board without his or her written consent to serve or who has not qualified for election consistent with the provision of paragraph 3. The board of directors and/or the President may choose to appoint additional non-voting members of the board of directors who shall serve at the pleasure of the board of directors.

Qualification for Election. The president shall appoint a Nominations Committee prior to December 1 of each year. The Nominations Committee shall be responsible for reviewing nominations for directors and shall report to the board of directors on the qualifications of the persons nominated. Persons determined to have been qualified by the Nominations Committee shall be included on the ballot for election of directors. In order to be qualified an individual must meet the following criteria: (1) he must be a member of the club in good standing, (2) he must have been a member of the club for at least one year, (3) he must have served the club in a significant volunteer position for at least one year, including the current year, and (4) he must commit to making service on the board of directors a higher priority than any other position he may hold in the club. The Nominations Committee may approve the nomination of an individual who does not meet all of the requirement specified above, if the individual has significant hockey experience that the Nominations Committee believes is essential to the club and warrants such an exception, provided, however, that in no instance shall the Nominations Committee approve for nomination an individual who is not a member in good standing.

Annual Meeting. The annual meeting of the board of directors may be held without other notice other than this bylaw immediately after, and at the same place as, the annual meeting of members. In the event that the annual meeting of directors is not held immediately following the annual meeting of members, the meeting shall be held at a time and place designated by the president provided that notice for said meeting shall be given in accordance with the provisions of paragraph 6 of this Article. The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. The board of directors may meet at such other place as shall be determined by the president or by resolution of the board. The board of directors may meet by telephone conference call or video conference provided that each member of the board of directors can hear all of the other participating members.

Special Meetings. Special meetings of the directors may be called by the president or at the written request of any two (2) directors. Such written request shall be filed with the secretary of the club who shall be authorized to issue the call for said meeting. The persons authorized to call special meetings of the board of directors may fix the place for holding any special meeting of the board of directors called by them.

Notice of Meetings. Notice of the time, date and place of any special meeting of the board of directors, shall be given by mailing such notice at least five (5) days before the meeting or by delivering such notice orally in person, by electronic mail, or by telephoning or telegraphing the notice at least 24 hours before the meeting to each director. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by electronic mail, such notice shall be deemed to be delivered when the electronic mail is sent and the individual to whom it was sent has confirmed either orally, in writing, or by other means that said message has been received. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Quorum. At all meetings of the board of directors a majority of the entire voting membership of the board shall constitute a quorum for the transaction of business, and the action of a majority of the voting directors present at any meeting at which a quorum is present shall be the action of the board of directors, unless the concurrence of a greater proportion is required for such action by statute, the articles of incorporation or by these by-laws. If less than a quorum of directors are present at a meeting a majority of the directors so present may adjourn the meeting from time to time without notice, until a quorum shall be present.

Action Taken Without a Meeting. Any action that may be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be consented to in writing by all the directors of either before or after such action is taken and included in the minutes or filed with the club records reflecting the action taken.

Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors and/or vacancies occurring in the board for any reason may be filled by a vote of a majority of directors. A director elected to fill a vacancy caused by a resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

Removal of Directors. At any meeting of the members called for the purpose, any director may be removed, with or without cause, by vote of a majority of all the members entitled to vote and another may be appointed in the place of the person so removed to serve for the remainder of his or her term. Any or all of the directors may be removed for cause by action of the board of directors.

Resignation, Vacancies and Death. A director may resign at any time by giving written notice to the board, the president, or the secretary of the club. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. If any director shall resign or die, or if the members shall remove any director without appointing another in his or her place, a majority of the remaining directors may elect a successor to hold office for the unexpired portion of the term of the director whose place shall have become vacant until the director's successor shall have been duly chosen and qualified. A director shall be deemed to resign if the director has failed to attend three consecutive regular or special meetings of the board of directors. Absences which are deemed to have been excused shall not be counted in determining whether a director has failed to attend three consecutive regular or special meetings of the board of directors. Absences shall be excused only upon adoption of a resolution by the board of directors excusing a director from attendance and which states the purpose for which the excuse is being granted. The board of directors may grant such an excuse only upon written request of the said member of the board of directors, such request having been delivered to the president or secretary of the club.

Compensation. No compensation shall be paid to directors, as such, for their services, but by resolution of the board of directors a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Nothing herein shall be construed to preclude any director from serving the club in any other capacity. Discounts or waiver of fees shall not be construed to constitute compensation prohibited by this paragraph.

Presumption of Assent. A director of the club who is present at a meeting of directors at which action on any club matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the club within twenty-four (24) hours of the adjournment of the meeting, or on the first business day following the adjournment of the meeting if said meeting is not held on a regular business day. Such right to dissent shall not apply to a director who voted in favor of such action. A member who was not present at a meeting at which an action is taken and to which he wishes to dissent may have his dissent noted by filing such dissent with the secretary of the club by forwarding his written dissent by registered mail to the secretary of the club within 24 hours of said meeting or by presenting his written dissent to the secretary at the next meeting of the board of directors.

Executive and Other Committees. The board of directors may appoint, by resolution, from among its members an executive committee and such other committees as the board may determine, each consisting of one or more members, with such power, duties, and authority as may be provided by resolution adopted by a majority of the board. Each such committee shall serve at the pleasure of the board of directors. The president shall be the chairman of an executive committee if the board chooses to appoint such a committee.

ARTICLE V -- OFFICERS

Appointment and Number. The officers of the club shall be a president, secretary and treasurer, each of whom shall be elected by the directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors or by the president.

Election and Term of Office. The officers of the club to be elected by the directors shall be elected annually at the first meeting of the directors held after each annual meeting of the members. If the election of the officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. The term of office shall be one year or until their respective successors are elected and qualified or until death, resignation or removal of any officer.

Removal. Any officer or agent elected or appointed by the directors or the president may be removed by the directors whenever in their judgment the best interest of the club would be served thereby. The president may remove any officer appointed by him whenever in his best judgment the best interest of the club would be served thereby. The president may not remove an officer appointed by the directors without the consent of a majority of directors.

Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term. The president may appoint individuals to fill vacancies on an interim basis. Interim appointment made by the president are subject to confirmation by the board of directors at their next regular meeting or special meeting. The president shall file in writing the nature of any interim appointments with the secretary of the club within 48 hours of making such appointments.

President. The president shall be the executive officer of the club, and subject to the control of the directors, shall supervise and control the administrative and business operations of the club. He may sign any deeds, mortgages, bonds, contracts, or any other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these by-laws to some other officer or agent of the club, or shall be required by law to be signed and executed; and in general, shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time. The president shall preside at all meetings of the directors and members, shall conduct the general management of the club, and shall see that all orders and resolutions of the board are carried into effect. If the board has not appointed vice presidents, the president may appoint one or more vice presidents and may remove such vice presidents at any time.

Vice Presidents. Each member of the board of directors shall serve as a Vice President. The board of directors shall adopt an Annual Operating Plan at its first meeting following election of directors. The Annual Operating Plan shall specify the responsibilities of each Vice President and the individuals to be recruited to fill positions of major responsibility for the club. The President shall be responsible for preparing a recommendation to the board of directors for their consideration. Should the board of directors fail to adopt an Annual Operating Plan within sixty (60) days of its first meeting following the election for directors, the plan proposed by the President shall become the Annual Operating Plan for the club.

Secretary. The secretary or an assistant secretary shall attend all meetings of the board of directors and all meetings of the membership and shall record and keep all minutes of all the members' and directors' meetings in one or more books provided for that purpose. The secretary shall keep a register of the addresses of each member and make all proper changes in such register, retaining and filing his authority for all such entries. He shall give, or cause to be given, notice of all meetings of the members and special meetings of the board of directors, and shall perform such other duties as may be prescribed for the president under whose supervision he shall be. The secretary shall be custodian of the club record and the seal of the club and when authorized by the board, affix the seal to any instrument requiring a seal, and when so affixed it shall be attested by his signature or by the signature of the president, a vice president, or assistant secretary. In addition the secretary shall have general charge of the membership books of the club and in general perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him by the board of directors and/or the president. He shall, in the absence or disability of the president and any vice presidents perform the duties and exercise the powers of such officers.

Treasurer. The board of directors and/or the president may appoint from time to time a treasurer, or may appoint a combination secretary/treasurer, as shall be deemed necessary. The treasurer or secretary/treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the club, and shall deposit, or cause to be deposited, in the name of the club, all monies or valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the board of directors. He shall render to the president and to the board of directors, whenever requested, an account of corporate financial transactions and the financial condition of the club; and in general shall perform all of the duties ordinarily incident to the office of a treasurer of a club and such other duties as may be assigned to the treasurer by the board of directors and/or the president. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the directors may determine.

Compensation. Compensation for any officers of the club shall be within the discretion of the Board of Directors. Resignation. An officer may resign at any time by delivering notice to the club. A resignation is effective when the notice is delivered unless the notice specifies a later date. If the resignation is made effective at a later date and the club accepts the future effective date it may fill the pending vacancy before the effective date if the successor does not take office until the effective date.

ARTICLE VI -- CONTRACTS, LOANS, CHECKS AND DEPOSITS Contracts. The president may enter into any contract or execute and deliver any instrument in the name of and on behalf of the club, except as confined by the directors. Upon written authority of the board of directors, and/or the president, other officers of the club as may be designed [designated] in the written authorization may enter into any contract or execute and deliver any such instrument in the name of and on behalf of the club in accordance with the terms contained in the written authorization. Such authorization shall be filed with the club records. Loans. No loans shall be contracted on behalf of the club and no evidences of indebtedness shall be issued in its name without the express authorization by a resolution of the membership. Checks, Drafts, etc. All checks, drafts or other orders for payment of money, notes or evidences of indebtedness issued in the name of the club shall be signed by the president, the treasurer or an assistant treasurer of the club unless and until specifically changed by resolution of the Board of Directors. Deposits. All funds of the club not otherwise employed shall be deposited from time to time to the credit of the club in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE VII -- CERTIFICATES OF MEMBERSHIP

Certificates for Membership. Certificates of membership may, but are not required to, be issued to members of the club and if so issued, shall be in such form as determined by the board of directors. Such certificates shall be signed by such officer authorized by the board of directors. The name and address of the members, and the date of issue shall be entered on the membership books of the club.

Lost Certificates. The board of directors may direct a new membership certificate or certificates be issues in place of any certificate or certificates theretofore issued by the club alleged to have been lost or destroyed, upon making of an affidavit of the fact by the person claiming the certificate or certificates of membership to be lost or destroyed.

Transfer of Membership. The transfer of memberships shall not be permitted except upon resolution of the board of directors.

ARTICLE VIII -- FISCAL YEAR The fiscal year of the club shall end on the last day of June of each year. The fiscal year may be changed by resolution of the board of directors.

ARTICLE IX -- SEAL The board of directors shall provide a club seal, which shall be circular in form and shall have inscribed thereon the name of the club, the state of incorporation, the year of incorporation, and the words "club seal."

ARTICLE X -- INDEMNIFICATION The club shall indemnify an individual made party to a proceeding because he is or was a director, officer or employee of the club against liability incurred in the proceeding unless the liability arises from his gross negligence or willful misconduct. The determination whether a director, officer or employee has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The club may not indemnify (1) in connection with a proceeding by or in the right of the club in which the director, officer or employee was adjudged liable to the club, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

The club shall pay for or reimburse the reasonable expenses incurred by a director, officer or employee who is a party to a proceeding in advance of final disposition of the proceeding if (a) the director, officer or employee furnishes the club a written statement of his good faith belief that he has met the standard of conduct described in Section 13.1-876 of the Code of Virginia, as amended, (b) the director, officer or employee furnishes the club a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification. In compliance with this bylaw, the board of directors shall to the extent lawful and feasible (considering cost and the resources available to the club) purchase insurance to protect the officers, directors and employees from liability for their actions as officers, directors and employees of this club.

The foregoing indemnity provision shall in no way limit the extent of any insurance coverage purchased for such purpose. All terms defined in Article 9 of the Virginia Nonstock Corporation Act, as enacted and in effect on the date of these by-laws, shall have the same meaning when used in this Article. In the event that any provision of this Article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this Article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE XI -- WAIVER OF NOTICE, CONSENT Unless otherwise provided by law, whenever notice is required to be given to any member or director of the club under the provisions of these by-laws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The presence of any person at a meeting shall constitute waiver of notice thereof to such person. Any action required or permitted to be taken at any meeting of the board of directors or the membership may be taken without a meeting if so many of the directors or members as are necessary to authorize or take such action consent thereto in a written document setting forth the actions so taken and the effective date of such action, which may be before or after the document is signed, which shall be signed and dated as of the date of the signature by each such director, member or officer, as the case may be, and such writing shall be filed with the minutes of the club.

ARTICLE XII -- AMENDMENTS

By Members. The members entitled to vote at any regular meeting of the members or special meeting of the members called for that purpose [may] amend, alter or repeal the by-laws and may adopt new by-laws by vote of members representing the majority of the existing membership at the time of the vote.

By Directors. The board of directors shall have the power to add any provision to or to alter, amend or repeal any provision of these by-laws by the vote of a majority of all directors at any regular or special meeting of the board, but any new by-law adopted by the board may be amended or repealed or altered by a majority of the members entitled to vote and the members may by majority vote of the members entitled to vote prescribe that any by-law made by them shall not be altered, amended or repealed by the board of directors.

ARTICLE XIII -- GENERALLY The provisions and declarations set forth in the articles of incorporation as supplemented by these by-laws shall govern the conduct of the club, its directors and officers. All rights granted to the club, the members, directors and officers by the statutes and laws of the jurisdiction of incorporation and all privileges, duties and obligations thereof are incorporated herein by reference and confirmed as governing laws and principals of the club, except as permissibly varied by the articles of incorporation. Any provision of these by-laws in conflict therewith are and shall be null and void and vest no right, privilege, duty or obligation, except in such cases wherein election or selection of alternative privileges, duties and obligations or rights is permissible, in which case the provisions of the articles of incorporation and supplemental by-laws shall govern the parties concerned therewith. The use of the masculine gender in these bylaws shall be construed to mean and include both the masculine and feminine genders.

Reston Raiders By Laws As Amended Current As Of March 12, 2018

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