DRAFT REINVENT HAMPTON ROADS

BOARD OF DIRECTORS

ANNUAL MEETING—MEETING NO. 4

December 12, 2016 The Annual Meeting of the Board of Directors of Reinvent Hampton Roads (“RHR”) was held Monday, December 12, 2016, in the conference room in Suite 415 in the World Trade Center. Secretary/Treasurer Deborah M. DiCroce presided.

Members Present: Deborah M. DiCroce James K. Spore

Members Absent: John O. Wynne

Others Present: Franklin T. Dunn, Hampton Roads Community Foundation Donna S. Morris, Reinvent Hampton Roads

1. Welcome and Call to Order Dr. DiCroce determined the presence of a quorum and called the meeting to order at 10:00 a.m. Mr. Spore advised that he had met with Mr. Wynne and reviewed the agenda items and that Mr. Wynne gave his proxy for voting on items requiring action to Mr. Spore.

2. Proceedings of Previous Meeting ON A MOTION BY DR. DICROCE, SECONDED BY MR. SPORE, THE BOARD OF DIRECTORS APPROVED THE MINUTES OF THE OCTOBER 7, 2016, MEETING AS CONTAINED IN THE MEETING MATERIALS.

3. Financials 3.1. Statement of Activity as of November 30, 2016. Referring to Tab B in the meeting

materials, Mr. Spore noted that he had sent an invoice to Peninsula Now for that organization’s remaining $25,000 contribution and been advised that the amount would be sent to RHR during December. The directors reviewed and accepted the financial statement for the period ending November 30, 2016.

3.2. Proposed Operating Budget for 2017. Referring to Tab C in the meeting information materials, Mr. Spore noted that receipt of Peninsula Now’s second $25,000 contribution for 2016 would increase the carry-over into 2017 to more than $217,000. Dr. DiCroce commented that the amount that might be received from the GO Virginia initiative for RHR’s administrative operations was unknown at this time. She suggested that the value in the “Other” field for projected revenue in 2017 should be “0” and that an amended budget be presented for the board’s consideration when the GO Virginia amount is determined. Noting the requirement that RHR submit a report on its use of funding provided in 2016, Dr. DiCroce reported that the Hampton Roads Community Foundation (HRCF) board had approved her request for a grant of $325,000 to support RHR’s operations in 2017. A grant agreement stipulating the terms under which the funding will be provided, including reporting requirements, will be issued, and the funding will follow acceptance of the agreement by RHR. She indicated that the HRCF board is aware that a best practice

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among progressive community foundations is to continue to provide funding for start-up initiatives such as RHR in their second and subsequent years, with the amount of such support declining in subsequent years. Dr. DiCroce advised RHR staff that a grant proposal for funding in 2018 should be prepared and submitted in time for consideration at HRCF’s December 2017 board meeting.

ON A MOTION BY DR. DICROCE, SECONDED BY MR. SPORE, THE BOARD OF DIRECTORS APPROVED THE 2016 OPERATING BUDGET AS DELINEATED IN APPENDIX A. 3.2.1. Discussion of Fundraising Plan for 2017. The directors discussed how to

approach the Port of Virginia and Hampton Roads Business Roundtable to solicit their expected contributions for 2017. At Dr. DiCroce’s suggestion, since it is understood that those two entities have each committed $50,000 to support RHR in 2017, invoices will be prepared and sent to them under cover of a letter from Mr. Spore.

3.3. Audit for 2016. Mr. Spore suggested engaging Cavanaugh Nelson & Company PLC to perform the annual audit of RHR’s financial statements for 2016. Noting that the firm has been engaged to conduct the annual audit of the Hampton Roads Community Foundation’s financial statements, Dr. DiCroce requested that internal legal counsel be consulted to assure the appropriateness of such an engagement for RHR’s financial audit.

4. President’s Report 4.1. December 13th Event Status Report. Mr. Spore reported that the Hampton Roads

Economic Call-to-Action events scheduled the following day would be well attended, with nearly 400 attendees having responded for the morning event and more than 200 for the afternoon event.

4.2. Industry Cluster Work Groups. Mr. Spore reported that, despite difficulty in making contact with some of the potential work group leads identified in Tab D of the meeting information materials, he had recruited two co-leads for each of six of the eight groups. To date, one co-lead had been recruited for the Food and Beverage Manufacturing work group and none for Advanced Manufacturing.

4.2.1. Leadership, Charge, Process and Timeline. Mr. Spore reported that key questions for the work groups to address are being developed. He indicated that the initial work group effort would be a short phase of about 60 days starting in mid-January. During that period, each work group would be expected to conduct a situation analysis of its respective industry cluster and identify what needs to be done to generate growth within that cluster.

5. RHR Corporate 5.1. Amendment to the Bylaws. Referring to Tab E in the meeting information materials, Mr.

Spore explained that, with expansion of the board’s membership, his position would no longer be an ex officio director as reflected in the proposed revision to the RHR bylaws. ON A MOTION BY DR. DICROCE, SECONDED BY MR. SPORE, THE BOARD OF DIRECTORS AMENDED THE BYLAWS OF REINVENT HAMPTON ROADS

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EFFECTIVE JANUARY 1, 2017 TO DELETE THE PRESIDENT AND CEO AS AN EX OFFICIO DIRECTOR AS REFLECTED IN APPENDIX B. Following approval of the amended bylaws, the directors discussed presenting a slate of officers for 2017 at the board’s January meeting.

5.2. Approval of RHR Board Members for 2017 to Include Terms. Referring to Tab F in the meeting information materials, Mr. Spore noted that he had not yet received a nominee to represent the Eastern Shore on the board. ON A MOTION BY DR. DICROCE, SECONDED BY MR. SPORE, THE BOARD OF DIRECTORS APPROVED THE FOLLOWING SLATE OF NEW BOARD MEMBERS FOR ELECTION TO INITIAL TERMS EFFECTIVE JANUARY 1, 2017 WITH TENURES AS INDICATED BELOW.

For Election to Initial Term as Class A (2017) Director

G. Robert Aston, Jr. Chairman of the Board & CEO TowneBank

Robert A. Crum Executive Director Hampton Roads Planning District Commission

Thomas R. Frantz Chairman Emeritus of the Board & Partner Williams Mullen

Howard P. Kern President and CEO Sentara Healthcare

For Election to Initial Term as Class B (2018) Director

John R. Lawson II President and CEO W.M. Jordan

Matthew J. Mulherin President Huntington Ingalls Industries/Newport News Shipbuilding

J. D. Myers II Senior Vice President & Region Manager Cox Communications

For Election to Initial Term as Class C (2019) Director

John F. Reinhart CEO & Executive Director Port of Virginia

Rony Thomas President & CEO LifeNet Health

Rick L. Weddle President & CEO Hampton Roads Economic Development Alliance

5.3. Board Engagement Process. Mr. Spore reported that Mr. Wynne had advised him that he had contacted the new board members and each had agreed to serve. He stated that board information books were being assembled for them and an orientation would be scheduled in the hour before their initial board meeting in January.

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6. GO Virginia Update

The directors discussed that the state’s Growth and Opportunity Board approved nine geographic regions for the initiative at its December meeting and began work on the procedures that will govern how those regions will propose projects for the board’s consideration for funding. It is expected that the board will consider nominations for the regional councils at its February 2017 meeting.

7. Other Business Mr. Spore reported that Mr. Crum, Executive Director of the Hampton Roads Planning District Commission, had submitted a proposed proclamation of support for requesting federal and state assistance in funding three critical infrastructure projects: (1) completion of improvements to I-64 from Hampton Roads to Richmond and the I-95 corridor; (2) improved passenger rail service from Hampton Roads to Richmond; and (3) completion of dredging to deepen and widen the Hampton Roads harbor to support larger container ships. ON A MOTION BY DR. DICROCE, SECONDED BY MR. SPORE, THE BOARD OF DIRECTORS ENDORSED THE PROPOSED PROCLAMATION OF REGIONAL CONSENSUS REQUESTING FEDERAL AND STATE ASSISTANCE TO SECURE FUNDING FOR CRITICAL INFRASTRUCTURE TO SUPPORT THE HAMPTON ROADS ECONOMY (APPENDIX C).

8. Adjournment There being no further business to come before the board, Dr. DiCroce adjourned the meeting at 10:49 a.m.

Respectfully submitted, Deborah M. DiCroce Secretary to the Board

APPROVED John O. Wynne Chair of the Board

DSM R12/15/16

OPERATING BUDGET FY 2017

Projected Revenue Approved FY16 Budget

Projected FY16 Year-End

Proposed FY17 Budget

1. Hampton Roads Community Foundation $ 325,000 $ 325,000 $ 325,000

2. Hampton Roads Business Roundtable 100,000 100,000 50,000

3. Port of Virginia 50,000 50,000 50,000

4. Hampton Roads Economic Development Alliance 50,000 50,000 0

5. Peninsula Now 50,000 25,000 0

6. Carry-over from FY16 0 0 192,663

7. Other 0 0 0

Total Projected Revenue $ 575,000 $ 550,000 $ 617,663

Projected Expenses

1. Personnel

President/CEO1 $ 220,000 $ 215,541 $ 220,000

Administrator2 0 0 140,000

Support Staff3 60,000 35,798 60,000

Total Personnel $ 280,000 $ 251,339 420,000

2. Office Operations

Office Space—Renovation Cost4 $ 30,000 $ 26,257 0

Office Space—Furniture5 15,000 15,186 0

Office Sublease4 0 0 0

Telecommunications Services6 3,900 2,768 3,900

Computer Hardware/Managed IT Services7 17,924 17,284 10,000

Accounting Services8 7,500 5,550 7,500

Payroll Services 2,500 50 1,000

Legal Services 9,000 15,268 3,000

Website Hosting & Maintenance9 3,000 0 5,000

Insurance10 3,100 4,503 4,550

Supplies 5,000 4,495 5,000

Travel/Meetings 12,500 5,037 10,000

Special Event11 0 7,600 0

Miscellaneous 2,500 2,000 2,500

Total Office Operations $ 111,924 105,998 $ 52,450

Total Projected Expenses $ 391,924 357,337 $ 472,450

Uncommitted Balance $ 183,076 192,663 $ 145,213

See next page for notes.

DSM R12/15/16

Notes 1. Reflects position filled at an annual salary rate of $200,000 starting January 4, 2016. Remaining $20,000

covers benefits initially as set by HRCF, to include parking. Includes a 3% salary increase for FY17.

2. Reflects HRCF loan of Donna S. Morris, Vice President for Strategic Initiatives, to fill this position for up to theinitial twelve months. Cost of position valued at $138,000 for salary and benefits for FY16, with annual salaryrate at $109,273. RHR intends to create a permanent position at the executive vice president’s level for FY17with a 3% salary increase.

3. Reflects position filled at annual salary rate of $40,000 commencing April 11, 2016, with remaining $20,000covering benefits initially as set by HRCF, to include parking. Includes a 3% salary increase for FY17.

4. Reflects office space as provided in the World Trade Center in Downtown Norfolk in Suite 415 which is leasedto JOW, Inc. Reinvent Hampton Roads subleases 617 assignable square feet with an additional 1,133 squarefeet of common area from JOW, Inc. Associated cost of sublease (valued at $31,510 for 2016) donated byJohn O. Wynne. One-time cost of $26,257 expended in FY16 for renovation of the sublet space.

5. Reflects one-time cost of office furniture in FY16.

6. Reflects annual cost of internet, telephone, and television services.

7. Reflects purchase of computer hardware at $11,000 in FY16, with contractual IT services with Mode 5 at $675monthly.

8. Reflects accounting services to include preparation of 990’s, audit, and bookkeeping services.

9. Reflects WHRO’s hosting of RHR website at no charge in FY16 since RHR is a 501(c)(3) non-profit. RHR needsto transition to a more robust, interactive website in FY17.

10. Reflects annual cost of both renter’s insurance (Spectrum @ $2,033 annual premium) and director/officerliability insurance (Hartford @ $2,504 annual premium).

11. Reflects unbudgeted expense for two special public events that roll out RHR’s work plan, to include thecontracted report on industry clusters.

I-1375183.5

BYLAWS

OF

REINVENT HAMPTON ROADS

ARTICLE 1

PURPOSE

The Corporation is organized and shall be operated exclusively for charitable, scientific

and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code

of 1986, as amended (the “Code”). The Corporation shall have the power to conduct all lawful

affairs not required to be specifically stated in the Corporation’s Articles of Incorporation for

which corporations may be incorporated under the Virginia Nonstock Corporation Act; provided

that it may engage only in activities that may be carried on by a corporation exempt from federal

income taxation under Section 501(c)(3) of the Code or the corresponding provision of any

future United States internal revenue law and by a corporation to which contributions are

deductible under Section 170(c)(2) of the Code or the corresponding provision of any future

United States internal revenue law.

ARTICLE 2

BOARD OF DIRECTORS

2.1 General Powers. The business and affairs of the Corporation shall be managed

under the direction of its Board of Directors (“Board”).

2.2 Number of Directors. The number of directors shall be not less than three (3) nor

more than twenty-one (21), except that if no directors elected by the Board as provided in

Section 2.4 below are serving, the number shall be not less than one (1) nor more than three (3).

2.3 Ex-officio Directors.

The persons, if any, holding the following positions from time to time shall be

directors, ex officio: the President and Chief Executive Officer of the Hampton Roads

Community Foundation and the President and Chief Executive Officer of the Corporation

(“HRCF”). If either of thosethat positions is vacant, but an “acting” holder of that position has

been duly designated by the applicable organizationHRCF, the acting official shall serve as an

ex-officio director of the Corporation.

2.4 Elected Directors.

(a) The remaining Directors shall be elected by the incumbent Board of

Directors from time to time for terms of three (3) years, except that (i) a director elected to fill a

vacancy arising when a predecessor fails to complete a three-year term shall have a term

comprised of the remaining unexpired term of the predecessor whom the newly elected director

has replaced; (ii) the terms of directors elected by the Board may be staggered as provided in

paragraph (b) below; and (iii) the initial directors shall be as provided in Section 2.14 below.

Despite the expiration of a director’s term, unless sooner removed, directors elected by the Board

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shall serve until successor directors of that director’s group (as described in paragraph (b) below)

have been elected and have qualified.

(b) The directors elected by the Board of Directors shall be divided into three

groups of approximately equal number. Among the directors first elected by the Board, directors

of one group shall serve an initial term of one (1) year, directors of another group shall serve an

initial term of two (2) years, and directors of the third group shall serve an initial term of three

(3) years. Successor directors shall be elected to three-year terms, but in the event that the

number of directors is increased by the Board’s election of a larger number of directors permitted

by Article 2.2 above, a new director designated for a group of directors who have already

commenced their three-year terms shall have an initial term limited to the remaining unexpired

term of the other directors of that group.

(c) No director may be elected for more than three (3) consecutive terms

except that: (i) any director serving for a period of less than three (3) years pursuant to Article

2.4(a) above may subsequently be elected for three (3) additional three (3) year terms, and (ii) at

any given time the Board of Directors may approve up to three (3) directors having a fourth

consecutive term. After a director serves the maximum number of consecutive terms, he or she

may be elected to the Board again so long as such election takes place not sooner than the annual

meeting of the Board following the annual meeting at which the director’s last term expired.

2.5 Compensation. No director elected by the Board of Directors shall be

compensated for service as a director. However, nothing contained in the Articles of

Incorporation or Bylaws of the Corporation shall be construed to prevent any director from

receiving reasonable compensation for other services rendered to, and in furtherance of the

purposes of, the Corporation.

2.6 Resignation. Any director may resign from office by delivering a written

statement of resignation to the Chair or the Secretary. Any such resignation shall take effect

immediately upon its receipt by such officer, unless a later effective time or date for the

resignation is specified in the notice of resignation. Resignation as a director shall also cause the

forfeiture of such director’s position as an officer, if any.

2.7 Removal. Any director elected by the Board of Directors may be removed with

or without cause at any meeting of the Board of Directors by the affirmative vote of two-thirds of

the directors then serving on the Board, if notice of intention to act on the removal shall have

been included in the notice of the meeting. Removal as a director shall also terminate the

director’s position, if any, as an officer.

2.8 Annual and Regular Meetings. Regular meetings of the Board of Directors shall

be held at least quarterly at such times as the Board may designate from time to time, and the

Board shall establish one of its meetings each year as the annual meeting of the Board. Regular

meetings may be held without notice of time, place or purpose thereof.

2.9 Special Meetings. Special meetings of the Board of Directors may be called by or

at the request of the Chair of the Board, the President and Chief Executive Officer of the

Corporation, or any two directors. Notice of the time and place of each special meeting shall be

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given orally or in writing to each director. Such notice, if given in person, by private carrier,

telegram, electronic mail, or telephone, must be received at least twenty-four hours prior to the

meeting, and, if given by mail, must be mailed postpaid and correctly addressed and postmarked

at least six days prior to the meeting; provided that if the notice is sent by certified mail, the

notice is sufficient if the recipient is signed by or on behalf of the addressee at least twenty-four

hours prior to the meeting. Any director may waive notice of any meeting, and attendance at or

participation in any meeting shall constitute a waiver of notice of the meeting unless the director

objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding it or

transacting business at the meeting and does not thereafter vote for or assent to action taken at

the meeting. For purposes of this Article 2.9 notice to a director by facsimile transmission or

electronic mail shall be effective, even if not actually received by the director, if the director has

consented (and has not revoked the consent) to receive notice by facsimile at the telephone

number to which the notice is directed or to receive notice at the electronic mail address to which

the electronic mail is directed. A director will be deemed to have revoked the director’s consent

to notice by facsimile or electronic mail if the Corporation is unable to deliver by facsimile or

electronic mail, as the case may be, two consecutive notices given by the Corporation pursuant to

the director’s consent and that inability becomes known to the Secretary or other person

responsible for the giving of notice.

2.10 Quorum. A majority of the number of directors serving at the time of any meeting

shall constitute a quorum for the transaction of business by the Board of Directors. If a quorum

is not present, a majority of those in attendance may adjourn the meeting from time to time until

a quorum is obtained.

2.11 Manner of Acting. Except as otherwise expressly provided herein, the act of the

majority of the directors present and voting at a meeting at which a quorum is present shall be

the act of the Board of Directors. Any action required to be taken at a meeting of directors, or

any action that may be taken at a meeting of directors, may be taken without a meeting if a

signed consent, including signed consent by electronic mail or facsimile transmission, setting

forth the action so taken (and, if signed at a time other than at the time such action is to be

effective, the consent states the dates on which each director signed) shall be signed before or

after such action by all of the directors. Such signed consent shall have the same force and effect

as a unanimous vote.

2.12 Presumption of Assent. A director who is present at a meeting of the Board of

Directors when any action is taken is deemed to have assented to the action taken unless the

director votes against or abstains from the action taken, or has objected at the beginning of the

meeting, or promptly upon the director’s arrival, to the holding of the meeting or transacting

specified business at the meeting. Any such dissenting votes, abstentions or objections shall be

entered in the minutes of the meeting.

2.13 Manner of Participation. Directors may participate in and hold a meeting by

means of telephone or other communications equipment by means of which all persons

participating in the meeting may hear each other.

2.14 Initial Directors. The initial directors and their periods of service shall be as set

forth in the articles of incorporation.

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ARTICLE 3

BOARD COMMITTEES

3.1 Executive Committee. An Executive Committee may be nominated each year by

the Chair and elected by the Board of Directors, by vote of a majority of the directors in office,

and (if constituted) shall include the Chair, the Secretary/Treasurer, and two (2) other directors

who are nominated by the Chair and elected by the Board of Directors, by vote of a majority of

the directors in office. The Executive Committee shall, to the extent consistent with law,

exercise the authority of the Board of Directors between meetings of the Board. The Executive

Committee may establish its own rules for holding and conducting meetings which are consistent

with law, the Articles of Incorporation and these Bylaws. All actions taken by the Executive

Committee shall be reported to the Board of Directors at its next meeting.

3.2 Other Committees. In addition to the Executive Committee, the Board of

Directors may appoint such standing or ad hoc committees as the Board may deem advisable

from time to time. Each committee of the Corporation shall be composed of a Chair and at least

two (2) other directors who shall be nominated by the Chair and elected by the Board of

Directors. The Board shall determine the authority and duties of such committees; provided,

however, that committees all of whose members have not been elected by a majority of the

directors in office shall not possess or exercise authority of the Board of Directors under Section

13.1-853 B of the Code of Virginia (or any successor provision). A committee shall limit its

activities to the accomplishment of the tasks for which it is appointed and shall have no power to

act except such as is specifically conferred by the Board.

3.3 Meetings. Regular and special meetings of any committee established pursuant to

this Article may be called and held subject to the same requirements with respect to time, place,

and notice as are specified in these Bylaws for regular and special meetings of the Board of

Directors.

3.4 Quorum and Manner of Acting. A majority of the members of any committee

serving at the time of any meeting thereof shall constitute a quorum for the transaction of

business at such meeting. The action of the majority of those members present at a committee

meeting at which a quorum is present shall constitute the act of the committee.

3.5 Resignation. Any member of a committee may resign at any time by giving

written notice of his intention to do so to the Chair or the Secretary/Treasurer.

3.6 Vacancies. Any vacancy occurring in a committee resulting from any cause

whatsoever may be filled by the Board of Directors.

ARTICLE 4

OFFICERS

4.1 Officers. The officers of the Corporation shall be a Chair of the Board (“Chair”),

a President and Chief Executive Officer (“President”) and a Secretary/Treasurer. In addition, the

Corporation shall have such other officers as may be elected from time to time by the Board of

Directors. Assistant Secretary/Treasurers may be appointed from time to time by the President.

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4.2 Terms of Office and Removal. All officers shall be elected annually by the Board

of Directors, except that (a) the Chair shall be elected for a three (3) year term, to be extended by

one additional year for extenuating circumstances if so determined and approved by the Board,

(b) rather than having a fixed term, the President shall serve at the pleasure of the Board without

a fixed term, and (c) officers appointed by the President pursuant to Article 4.1 shall serve at the

pleasure of the President. Upon being elected as Chair, the Chair (if elected as a director by the

Board of Directors) shall be placed in the class of directors whose term begins at the annual

meeting of the Board in which his or her term as Chair begins. Election of an officer or agent

shall not create any contract right. Any officer or agent may be removed, with or without cause,

at any time when the Board of Directors, in its absolute discretion, shall consider that the best

interests of the Corporation would be served thereby. Any officer may resign at any time. A

vacancy in any office shall be filled by the Board of Directors for the unexpired term.

4.3 Chair. The Chair shall preside at all meetings of the Board of Directors and the

Executive Committee. The Chair of the Board shall perform such other duties and shall have

such other powers as may be incidental to the office of Chair or as the Board or the Executive

Committee may from time to time prescribe.

4.4 President. The President, operating under the supervision and direction of the

Board of Directors, shall be the chief executive officer of the Corporation and shall supervise the

operation of the business and affairs of the Corporation on a daily basis and in accordance with

the policies and procedures established by the Board and the Executive Committee. The

President shall have such duties and responsibilities as may be assigned or delegated by the

Board and the Executive Committee, including, without limitation, the hiring, termination and

supervision of the professional staff and other employees of the Corporation, the establishment

of operating procedures for the Corporation, the development of operating budgets for the

Corporation to present to the Board for approval, and the supervision of the expenditures of

funds by the Corporation within an approved budget. The President shall make such reports and

perform such other duties as may be incidental to the office of President or as the Board or the

Executive Committee may from time to time prescribe.

The President shall keep the Board of Directors fully apprised of the operations of the

Corporation and shall consult with the Board, the Executive Committee and the other committees

of the Board on all matters that require their approval. The President shall attend all meetings of

the Board of Directors and the Executive Committee and of any other committees of the Board

when requested to do so.

4.5 Secretary/Treasurer. The Secretary/Treasurer shall serve as secretary of the Board

of Directors and the Executive Committee. The Secretary/Treasurer shall keep the minutes of all

meetings of the Board and the Executive Committee, attend to serving and giving all notices of

the Corporation; and have charge of the corporate seal and such books, records and papers as the

Board may direct. The Secretary/Treasurer shall also keep or cause to be kept full and accurate

accounts of all receipts and disbursements in books belonging to the Corporation; shall have the

care and custody of all funds and securities of the Corporation; shall disburse the funds of the

Corporation as may be ordered by the Board of Directors or the President of the corporation.

The Secretary/Treasurer shall perform such other duties as may be incident to the office or as

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may be prescribed by the President. If Assistant Secretary/Treasurers are appointed, each such

officer shall be authorized to perform the functions of the Secretary/Treasurer upon the request or

absence of the Secretary/Treasurer.

4.6 Other Officers. Other officers of the Corporation elected or appointed in

accordance with these Bylaws shall have such authority and duties as may be prescribed by the

Board or by the officer appointing them or as may generally pertain to their respective offices.

4.7 Agents and Employees. Subject to the authority of the Board of Directors, the

President or any other officer authorized by the President may employ such agents and

employees, other than officers, as such officer may deem advisable for the prompt and orderly

transaction of the business of the Corporation. Any officer so doing may define the duties of

such agents and employees, fix their compensation and dismiss them. Such officer is authorized,

on behalf of the Corporation, to execute any agency, employment, or other such agreements that

may be necessary and proper to effect the employment of such agent or employee.

4.8 Compensation. The Board of Directors shall have authority to fix the

compensation, if any, of all officers of the Corporation.

ARTICLE 5

INDEMNIFICATION AND INSURANCE

5.1 Indemnification. To the fullest extent permitted and in the manner prescribed by

the Articles of Incorporation of the Corporation, the Corporation shall indemnify any person who

was or is a party or is threatened to be made a party to any threatened pending or completed

action, suit or proceeding, whether civil, criminal, administrative or investigative (including an

action or suit by or in the right of the Corporation to procure a judgment in its favor), by reason

of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is

or was serving at the request of the Corporation as a director, officer, partner, manager, employee

or agent of another corporation, partnership, limited liability company, joint venture, trust or

other enterprise, against judgments, fines and amounts paid in settlement in connection with such

action, suit or proceeding.

5.2 Advances. Expenses incurred in defending an action, suit or proceeding, whether

civil, criminal or administrative or investigative, may be paid by the Corporation in advance of

the final disposition of such action, suit or proceeding as authorized in the Articles of

Incorporation of the Corporation.

5.3 Other Persons. The Board is empowered to cause the Corporation to indemnify,

or contract in advance to indemnify (and advance reasonable expenses to) any person not

specified in Article 5.1 who was or is a party to any proceeding by reason of the fact that the

person is or was an 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 corporation, partnership,

joint venture, employee benefit plan, or other enterprise, to the same extent as if such person

were specified as one to whom indemnification is granted in Article 5.1.

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5.4 Insurance. The Corporation may purchase and maintain insurance to indemnify it

against the whole or any portion of the liability assumed by it in accordance with this ARTICLE

5 and may also procure insurance, in such amounts as the Board may determine, on behalf of any

person who is or was a director, officer, employee, or agent of another corporation, partnership,

joint venture, trust, employee benefit plan, or other enterprise, against any liability asserted

against or incurred by such person in any such capacity or arising from the person’s status as

such, whether or not the Corporation would have power to indemnify that person against such

liability under the provisions of this ARTICLE 5.

5.5 Successors and Non-Exclusivity. Every reference in this ARTICLE 5 to a

director, officer, employee or agent shall include former directors, directors, officers, employees

and agents, and their respective heirs, executors and administrators. The right of indemnification

hereby provided shall not be exclusive of any other rights to which any director, director, officer,

employee or agent may be entitled, including any right under policies of insurance that may be

purchased and maintained by the Corporation or others, with respect to claims, issues or matters

in relation to which the Corporation should not have power to indemnify the director, director,

officer, employee or agent under the provisions of this ARTICLE 5.

5.6 Amendments. Any amendment to or repeal of this ARTICLE 5 shall not

adversely affect any right or protection of any director, officer, employee or agent of the

Corporation for or with respect to any acts or omissions of the director or officer occurring prior

to the amendment or repeal.

ARTICLE 6

GIFTS TO THE CORPORATION

6.1 Gifts. Donors may make gifts to the Corporation by naming or otherwise

identifying the Corporation in any will, deed or other instrument legally operative to transfer title

to the gift to the Corporation. Gifts shall vest in the Corporation upon receipt and acceptance by

the Corporation. The Corporation need not accept a gift if the Board of Directors determines that

the gift is not in the Corporation’s best interests. The Board may provide that any gift to the

Corporation be accepted by an entity wholly-owned by the Corporation.

6.2 Designation of Trustee, Custodian or Agent. Anything in these Bylaws to the

contrary notwithstanding, the Board of Directors shall be authorized in each case so far as

necessary to designate one or more trustees, custodians or agents to have custody of and

administer any gift, and if more than one, the portions to be so held and administered by each.

The Corporation may enter into agreements with trustees, custodians or agents having custody of

funds of the Corporation, specifying additional terms of such custody. The Board shall have the

power to remove and/or replace any trustee, custodian or agent, with or without cause.

6.3 Commingling of Funds. No gift shall be required separately to be invested or

held unless the donor so directs and the Corporation agrees to such a requirement in writing, or it

is necessary in order to follow any other direction by the donor as to purpose, or in order to

prevent tax disqualification, or it is required by law. In the absence of contrary instructions of

the donor to which the Corporation has agreed in writing, directions for naming a fund as a

memorial or otherwise may be satisfied either by keeping under such name accounts reflecting

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appropriately the interest of the fund in each common investment or in the trust as a whole or by

commingling the funds with other funds, but referring in the Corporation’s literature and other

commemorative publications to the name designated by the donor of the gift at the time it was

received by the Corporation.

ARTICLE 7

FINANCIAL MATTERS

7.1 Accounting Year. The accounting year of the Corporation shall begin on January

1 and end on December 31 of each year.

7.2 Annual Audit. The books of the Corporation and, so far as is applicable to the

funds of the Corporation, the books of each authorized custodian of the funds of the Corporation,

shall be audited not less frequently than once each year. The Board of Directors shall select the

certified public accountant or accounting firm that will conduct the audit. A copy of the report of

the audit shall be furnished to each director as soon as reasonably possible after the end of each

fiscal year, and a copy of the report shall be maintained with the Corporation’s records.

7.3 Establishment of Accounts. The funds of the Corporation shall be deposited in

such financial institutions as the Board of Directors shall designate, and all payments so far as

practicable, shall be made by checks. Checks and drafts as well as notes, bonds or other

instruments creating or evidencing an obligation for the payment of money shall be signed by the

President of the Corporation in the name of the Corporation or as the Board shall direct.

7.4 Investment Powers. The Board of Directors shall have the right, power, authority

and discretion to invest and reinvest the assets of the Corporation, and to sell or otherwise

dispose of all assets of the Corporation, provided that proper credit is given to the Corporation or

any fund of the Corporation of the proceeds of any such investments, sales or dispositions.

7.5 Investment Oversight. The Board of Directors shall have the power to replace

any trustee, custodian or agent holding funds of the Corporation for any reason, including breach

of fiduciary duty or the failure to provide a reasonable return of net income or appreciation

(when not inconsistent with the need of the Corporation for current income), with due regard to

the safety of principal, over a reasonable period of time (all as determined by the Board). If the

Board believes that there may be grounds for exercising this power due to a breach of fiduciary

duty, the Corporation shall notify the trustee, custodian or agent involved and provide a

reasonable opportunity for explanation or correction.

ARTICLE 8

MISCELLANEOUS

8.1 Voting of Interests in Other Entities. The President is authorized to vote,

represent, and exercise on behalf of the Corporation all rights incident to any and all shares or

other equity interests of any other corporation or other entity standing in the name of the

Corporation. The authority herein granted to the President to vote or represent on behalf of the

Corporation any and all shares or other equity interests held by the Corporation in any other

corporation or other entity may be exercised either by the President in person or by any person

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authorized so to do by proxy or power of attorney duly executed by the President.

Notwithstanding the above, however, the Board, in its discretion, may designate by resolution

any additional person to vote or represent the shares or other equity interests of other

corporations or other entities.

8.2 Execution of Instruments. Unless the Board of Directors shall otherwise

generally or in any specific instance provide, any bill, note, check or other negotiable instrument

shall be made, signed, accepted or endorsed in the name and on behalf of the Corporation, and

any other contract or written instrument shall be signed, sealed, acknowledged and delivered, in

the name of and on behalf of the Corporation, by the Chair, the President, or the

Secretary/Treasurer. Such signature may be a facsimile.

8.3 Execution of Certifications. Any action taken by the Board of Directors or any

committee elected by the Board may be certified by the officer of the Corporation whose duty it

is to keep the minutes of the meeting at which such action was taken or by the director or officer

keeping the records of, or presiding at, the meeting. Any such certificate shall be conclusive

evidence for all purposes that the certified action was taken.

8.4 Seal. The seal of the Corporation shall be in such form as may be approved from

time to time by the Board of Directors and the seal, or a facsimile thereof, may be imprinted or

affixed by any process or in any manner reproduced. The Secretary/Treasurer, any Assistant

Secretary/Treasurer and any other officer authorized by resolution of the Board shall be

empowered to affix and attest the corporate seal on all documents.

8.5 Annual Report. A report containing a summary of the corporation’s activities for

the preceding year shall be prepared by the corporation each year, and shall be made available

for distribution to donors, prospective donors and other persons in the community who express

an interest in receiving it.

8.6 Use of Pronouns. Whenever used herein, the masculine pronouns shall include

the feminine, the feminine shall include the masculine, the singular shall include the plural, and

the plural shall include the singular.

ARTICLE 9

DISSOLUTION

If the Corporation is dissolved, its assets shall be distributed to one or more organizations

selected by the Board of Directors that are organized and operating exclusively for charitable,

educational or scientific purposes and that at the time qualify as exempt organizations under

Section 501(c)(3) of the Code or the corresponding provision of any future United States internal

revenue law.

ARTICLE 10

AMENDMENT

Unless otherwise provided by law or indicated herein, these Bylaws or any of them may

be altered, amended, or repealed and new Bylaws made by the Board of Directors at any regular

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meeting, at any special meeting of the Board where such action has been announced in the call

and notice of the meeting or by unanimous consent of the Board of Directors in writing in lieu of

a meeting.

A Proclamation of Regional Consensus From the Hampton Roads Region

Requesting the Assistance of the State and Federal Governments to Secure Funding for the Completion of Critical Infrastructure

to Support the Hampton Roads Economy

WHEREAS, the Hampton Roads Region plays a critical role in support of the east coast economy through the location of the Port of Virginia, with nearly 30 international shipping lines offering direct, dedicated service with connections to 200 plus countries, and

WHEREAS, the Hampton Roads Region plays a key national security role and is home to 24 military installations, including the largest naval base in the world, and approximately 115,000 highly trained uniformed and civil service Department of Defense personnel, and

WHEREAS, almost 20 percent of all shipbuilding and repair in the United States occurs in Hampton Roads, with the federal government responsible for the vast majority of this work, and

WHEREAS, the Hampton Roads Region's coastal setting and historic resources provide unparalleled tourism opportunities that fuel the Commonwealth of Virginia's hospitality industry and offer tourism destinations for national and international visitors, and

WHEREAS, the Hampton Roads Region is an important part of the emerging Urban Crescent and requires transportation connections to this emerging economic corridor to support its national defense and economic assets, and develop a diverse and prosperous economy.

NOW THEREFORE, BE IT RESOLVED that the Hampton Roads Region stands united in requesting assistance from its State and Federal delegations to complete the following projects that are critical to the future of the Region and the nation's economy and national security:

• Completion of improvements to Interstate 64 from Hampton Roads to Richmond, connecting the aforementioned regional assets to the Interstate 95 corridor.

• Improved passenger rail service from Hampton Roads to Richmond, and the emerging northeast passenger rail corridor.

• Completion of dredging to deepen and widen the Region's harbor channel to support post-Panamax container ships

BE IT FURTHER RESOLVED, that the undersigned parties stand ready to develop regional consensus and support around other measures that will strengthen the quality of life and regional economy of Hampton Roads.

Agreed to by the following government, business and nonprofit leaders of the Hampton Roads Region: