BYLAWSOF
THE ACADEMY OF PHYSICIANS IN CLINICAL RESEARCH(a Virginia nonstock corporation)
Article I
Name
The name of the organization shall be The Academy of Physicians in Clinical Research (hereinafterreferred to as “APCR”), a nonprofit corporation formed under the Virginia Nonstock Corporation Act (the“Act”) and laws of the Commonwealth of Virginia. These are the Bylaws (herein referred to as the“Bylaws”) of APCR, an international organization.
Article II
Purposes and Restrictions
Section 1. Purposes. The purposes for which APCR is organized and shall be operated are (i) to preventand cure disease and protect and enhance the welfare of patients and study subjects through theacquisition, dissemination, and evaluation of knowledge concerning medicines and devices development,(ii) represent physicians directly or indirectly involved in clinical research endeavors, (iii) enhance theproficiency of physicians directly or indirectly involved in clinical research, (iv) promote the acquisitionand dissemination of knowledge concerning the therapeutic action, investigation, and development ofpharmaceuticals, biologics, medical devices, and diagnostics, and (v) any other legal purpose that furthers
the mission of the organization.
Section 2. Restrictions. Notwithstanding any other provision of the Articles of Incorporation, these
Bylaws, or any applicable law, APCR shall not have the power to carry on any activities which would cause
APCR to fail to qualify or to fail to continue to qualify as an organization exempt from federal income tax
under Section 501(c) (6) of the Internal Revenue Code of 1986, as amended (or the corresponding sectionof any future federal tax code) (the “Code”).
Section 3. No Inurement. Notwithstanding any other provision of the Articles of Incorporation, these
Bylaws, or any applicable law, APCR shall not engage in any of the following activities:
a. No part of the earnings of APCR shall inure to the benefit of or shall be distributable to any
private individual or person within the meaning of Section 501(c) of the Code, provided,
however, that APCR may pay reasonable compensation for services rendered to it and may
provide for the reimbursement of expenses reasonably incurred on its behalf.
b. No dividend shall be paid by APCR, and no part of the income of APCR, shall be distributed toits member(s) Board of Trustees (as defined in Article V hereof and hereinafter referred to as
the “Board”), provided, however, that, subject to Article II hereof, APCR may confer benefits
upon its member(s) in conformity with its purposes and may make distributions to its
member(s) or others as permitted by the Act and any successor provisions enacted or amended
now or hereafter upon dissolution or final liquidation of APCR.
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Article III
Offices
APCR shall maintain in the Commonwealth of Virginia a registered office and a registered agent at suchoffice, and may have other offices within or without the Commonwealth of Virginia as shall be determinedby the Board.
Article IV
Membership
Section 1. Active Membership. Active members shall be limited to physicians directly or indirectly
engaged in clinical research and medicines development endeavors. The Board may adopt interpretations
and guidelines consistent with these Active Membership eligibility standards. Active Members in goodstanding, having paid annual dues, shall be entitled to: (i) vote on matters submitted to the membershipof APCR, and (ii) serve as a Committee Member, Committee Chair, or member of the Board. All references
herein to membership voting or member-only eligibility for the Board shall be referenced as applying to
Active Members only.
Section 2. No Discrimination. APCR shall not deny membership to any individual based on his or her
gender, race, age, ethnic background, nationality, sexual orientation, physical challenge, or political or
religious beliefs.
Section 3. Other Membership Classifications. The Board may from time to time establish one (1) or more
non-voting, non-office-holding classes of membership in APCR. The terms and conditions of suchmembership classifications shall be determined and defined by the Board in its sole discretion; provided,
however, that no such membership classifications shall have the right to vote or hold office in APCR. Suchclasses of membership may be established as appropriate for recognition, patrons, or for interested nonprofessionals.
Section 4. Duration of Membership and Resignation. Any Member may resign his or her membership in
APCR at any time by filing a written resignation with the President or the Secretary. All rights, privileges
and interests of the resigning member in APCR shall cease upon the termination of membership.
Membership fees are non-refundable.
Section 5. Communications. All members agree to receive all communications from the organization via
any and all means of communications, including but not limited to, written mail, facsimile (telecopier) orelectronic mail. Members shall have the opportunity to change their communication preferences.
Section 6. Dues. The Board shall review the membership dues as appropriate. Dues are due and payable
on January 1 of each calendar year or as prescribed by the Board. Members will be sent a reminder of
unpaid dues sixty (60) days after the initial annual billing. Members whose dues remain unpaid ninety (90)days after the initial annual billing are considered delinquent and will be notified of the delinquent status
and reminded that membership will be canceled if the dues remain unpaid. If a member's dues are notpaid within one hundred twenty (120) days after the initial annual billing, the member shall be
automatically dropped from membership and all benefits of membership, including Fellow of the APCR
recognition will be terminated unless exempted by specific action of the Board.

2Section 7. Revocation of Membership. If, in the judgment of the Board, the interests of APCR would beserved thereby, any member may be removed from membership by the affirmative vote of not less than
two-thirds (2/3) of the votes cast at a meeting of the Board at which a quorum is present, excluding thevote of the member under consideration for removal if such member is a member of the Board. Convictionof a felony or crime of moral turpitude under federal or state law may constitute grounds for removal
pursuant to this section.
Section 8. Annual Business Meetings. The annual business meeting of the membership shall be held at
the APCR annual meeting at such time and place, designated by resolution of the Board for the purposeof transacting such APCR business as may properly come before the meeting, without notice other thanas required by the Act, these Bylaws or such resolution. The Board may provide by resolution the timeand place, for the holding of additional meetings of the membership without notice other than as requiredby the Act, these Bylaws or such resolution.
Section 9. Special Meetings. Special meetings of the membership may be called either by the President,
by vote of a majority of the members of the Board, or by not less than twenty percent (20%) of the Active
Members.
Section 10. Notice. Notice of any meeting of the membership shall be delivered to each member byelectronic mail, postal mail, overnight courier, facsimile (telecopier), or other mode of written transmittal,
not less than ten (10) days before the time set for such a meeting, and must include the time, date, place,and, in case of a special meeting, the purpose or purposes of such meeting. Any member may waive noticeof any meeting before, at or after such meeting. The attendance of any member at any such meeting
without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall bedeemed a waiver by the member of notice of such meeting.
Section 11. Quorum; Adjournment. Twenty-five (25) or five percent (5%), whichever is smaller, of APCR’s
Active Members shall constitute a quorum for the transaction of business at any meeting of themembership. The affirmative vote of a majority of the Active Members present at said meeting may
adjourn the meeting from time to time without further notice. No members other than Active Members
shall be counted toward the constitution of a quorum. Proxies, as more fully described in Article IV(Membership), Section 14 (Proxies) of these Bylaws, may be counted toward the constitution of a quorum.
Section 12. Manner of Acting. The act of a majority of the Active Members present at a meeting at which
a quorum is present shall be the act of members, except as otherwise provided by law or by these Bylaws.
Section 13. Written Mail, Facsimile (Telecopier), or Electronic Ballot. To the extent permitted by the Act
and as authorized by the Board, any action required to be taken at a meeting of the membership or any
action which may be taken at a meeting of the membership may be taken without a meeting if duly
approved by a written mail, facsimile (telecopier), or electronic ballot of the membership. Such written
mail, facsimile (telecopier), or electronic ballots shall be subject to the same minimum approval andquorum requirements as are required for votes taken at a meeting of the membership.
Section 14. Proxies. At any meeting of the membership, a member may vote either in person or by proxyexecuted in writing by the member or by the member’s duly authorized attorney-in-fact (in a form
approved by the Board). No proxy shall be valid after eleven (11) months from the date of its execution
unless otherwise provided in the proxy.

3Section 15. Minutes. Full minutes of each meeting of the voting membership shall be recorded by the
Secretary, containing the results of the deliberations of the Active Members and shall be placed in APCR’s
minute book or other appropriate books and records.
Section 16. Appeals. Any member whose membership is revoked pursuant to Section 7 (Revocation ofMembership) of this Article IV (Membership) may appeal such revocation or finding by sending a letter tothe Board within four (4) weeks of having been notified of such revocation or finding. Such letter shallclearly articulate such member’s reasons for appealing the initial decision. The appealing member may
include in such letter information regarding the basis for the appeal and specify why such member
believes that the initial decision may have been in error or based on incomplete, inadequate, misleading
or incorrect information.
Within six (6) weeks of receipt of the appeal, the Board shall render a decision and notification to theappellant, the complainant, if there is one, and all other appropriate parties, as determined by the Board.
Article V
Board of Trustees
Section 1. Authority of the Board. The Board shall have all responsibility and authority to discharge theduties specified in this Article and such other duties as may be set forth in these Bylaws, subject to therestrictions and obligations set forth by statute, Articles of Incorporation and these Bylaws.
Section 2. Composition, Term of Office, and Qualifications.
a. The Board shall consist of no fewer than seven (7) and no greater than seventeen (17)individuals, and shall include the (i) President, (ii) Immediate Past President, (iii) Vice-President,(iv) Treasurer, (v) Secretary (collectively “Officers” as provided in Article VI Section 1), and (vi)up to twelve (12) individuals who shall be elected by the Active Members in accordance with
Section 2(c) below (individually “At-Large Trustee” and collectively “At Large Trustees”). The
Vice-President, the President, Immediate Past President, Treasurer, and Secretary are
hereinafter collectively referred to as the “Officers.” The Executive Director of the Corporation,
if one is appointed, shall be invited to attend all meetings of the Board in a non-voting capacity.
The Board shall seek to include representation of at least one (1) certified principal
investigator, one (1) pharmaceutical physician, one (1) academic physician and one (1)government/regulatory physician, as possible.
b. All At-Large Trustees shall be elected to the Board for a two (2) year term. Except as otherwise
provided herein, At-Large Trustees may serve one (1) or more consecutive two (2) year terms;
provided, that, no At-Large Trustee may serve more than two (2) consecutive two (2) year
terms. Notwithstanding the preceding, no individual shall be prevented from serving as
President, Vice-President, Immediate Past President, Treasurer or Secretary on the basis thatsuch individual served or will have served on the Board as an At-Large Trustee for more thantwo (2) consecutive terms. Only Active Members in good standing shall be eligible to serve as,
and to elect members to the Board. All members of the Board must be at least twenty-one (21)years of age, but need not be residents of the Commonwealth of Virginia. The term of
approximately half of the At-Large Trustees will expire each year.
c. The Nominating Committee shall make recommendations of At-Large Trustees to themembership. All At-Large Trustees shall be elected by the membership at the Annual BusinessMeeting for the term specified. Alternatively, elections may be held by electronic ballot to the4membership or Special Meeting, if a quorum of Active Members is present at such meeting.
No Officer may hold an At-Large Trustee seat at the same time as such individual holds anOfficer seat. As such, when an individual holding an At-Large Trustee seat is selected by the
Board to serve as an Officer, the unexpired term of that individual’s At-Large Trustee seat shallbe filled at the next scheduled election or otherwise pursuant to Article V (Board of Trustees)
Section 14 (Vacancies) of these Bylaws. Each At-Large Trustee shall assume office at theconclusion of Annual Business Meeting immediately following their election and shall holdoffice for the term for which he or she is elected and until his or her successor shall be duly
elected and qualified, or until his or her earlier resignation, removal or death.
d. The Nominating Committee shall consist of the Immediate Past President and four (4) APCR
members appointed by the Vice-President at least two of which shall be members of the Board.
All Officers except Immediate Past-President are excluded from observation or otherparticipation on the Nominating Committee. The chair shall be the Immediate Past President,
unless unavailable, in which case the President shall appoint the chair. Members of theNominating Committee may not be nominated to serve on the Board as an Officer or At-Large
Trustee.
Section 3. Annual and Regular Meetings. An annual meeting of the Board shall be held prior to or in
conjunction with the Annual Business Meeting of members at such time and place designated byresolution of the Board, without notice other than as required by the Act, these Bylaws or such resolution.
The Board may provide by resolution the time and place, for the holding of additional regular meetings ofthe Board without notice other than as required by the Act, these Bylaws or such resolution.
Section 4. Special Meetings. Special meetings of the Board may be called by or at the request of the
President or any two (2) Trustees.
Section 5. Notice. Notice of any meeting of the Board shall be given to each member of the Board by mail,overnight courier, facsimile (telecopier), email or other mode of written transmittal, not less than ten (10)days, if for a regular meeting, or two (2) days, if for a special meeting, before the time set for such ameeting, and must include the time, date, and place of such meeting. Any individual on the Board may
waive notice of any meeting before, at or after such meeting.
Section 6. Quorum; Adjournment. A majority (>50%) of the Board in office shall constitute a quorum forthe transaction of business at any meeting of the Board, provided, that if less than a majority of the Board
in office are present at said meeting, a majority of the members of the Board present may adjourn themeeting from time to time without further notice. Notice of adjournment need not be given if the timeand place to which it is adjourned are fixed and announced at a duly noticed meeting.
Section 7. Manner of Acting. The act of a majority of the Board present at a Board meeting at which aquorum is present shall be the act of the Board, except otherwise provided by law, the Articles ofIncorporation or by these Bylaws. Each member of the Board shall be entitled to one (1) vote on all matterssubmitted to a vote of the Board.
Section 8. Meeting Participation. To the extent permitted by the Act and as authorized by the Board,
members of the Board are expected to attend face-to-face meetings and participate in
teleconference/WebEx meetings each calendar year. Officers shall be expected to participate in additional
meetings and teleconferences as requested by the President.

5Section 9. Written Mail, Facsimile (Telecopier), or Electronic Ballot. To the extent permitted by the Act
and as authorized by the Board, any action required to be taken, or which may be taken, at a meeting of
the Board may be taken without a meeting if duly approved by a written mail, facsimile (telecopier), or
electronic ballot of the Board. Such written mail, facsimile (telecopier), or electronic ballots shall be
subject to the same minimum approval and quorum requirements as are required for votes taken at a
meeting of the Board.
Section 10. Proxies. At any meeting of the Board, a member of the Board may exercise one vote by proxyexecuted in writing by a member of the Board or by a member of the Board’s duly authorized attorney-infact (in a form approved by the Board). No proxy shall be valid after eleven (11) months from the date ofits execution unless otherwise provided in the proxy.
Section 11. Minutes and Parliamentary Procedure. Minutes of each meeting of the Board shall berecorded by the Secretary and shall include results of the deliberations of the Board. The minutes shall be
submitted to the Board for approval at the subsequent meeting of the Board and shall be placed in APCR’s
minute book or other appropriate books and records. All meetings shall be conducted in accordance withthe latest edition of Robert’s Rules of Order, to the extent that Robert’s Rules of Order is not inconsistent
with these Bylaws, rules adopted by the Board, APCR’s Articles of Incorporation, or the Act. If the Secretaryis not present at any portion of a meeting, the President shall appoint another member of the Board torecord the minutes during that period.
Section 12. Resignation. Any member of the Board may resign at any time by providing written notice tothe President, Secretary or to the Board. Such resignation shall take effect at the time specified in such
notice, or, if no time is specified, at the time such resignation is tendered.
Section 13. Removal. If, in the judgment of the Board, the interests (e.g., meeting attendance) of APCR
would be served thereby, any member of the Board may be removed from office by the affirmative voteof not less than two-thirds (2/3) of the votes cast at a meeting of the Board at which a quorum is present,
excluding the vote of the individual under consideration for removal.
Section 14. Vacancies. Any vacancy occurring on the Board due to death, resignation, removal,
disqualification, or otherwise, or any trusteeship to be filled by reason of an increase in the number ofmembers of the Board, shall be left vacant or filled, by a vote of a majority of the remaining members of
the Board, for the unexpired portion of the term and until a successor is elected and has qualified, or until
his or her earlier resignation, removal or death.
Article VI
Officers
Section 1. Definition, Term of Office, and Qualifications. The Officers of APCR shall consist of the
President, Vice-President, Immediate Past President, Treasurer, Secretary and any other offices as may be
defined and created by the Board from time to time in its sole discretion. No two offices may be held by
the same individual at the same time. All Officers shall serve for a one (1) year term starting at theconclusion of the Annual Business Meeting. Subject to any term restrictions provided in Article V (Boardof Trustees), Section 2 (Composition, Term of Office, and Qualifications), the terms of all offices, including,
without limitation, President, Vice-President, Immediate Past President, Treasurer, and Secretary are
renewable by the affirmative vote of a majority of the members of the Board present at a Board meetingat which a quorum is present for one (1) or more terms. Only Active Members in good standing shall be6eligible to serve as Officers. All Officers must be at least twenty-one (21) years of age, but need not be
residents of the Commonwealth of Virginia.
Section 2. Election. The President, Vice-President, Treasurer and Secretary shall be elected on an annual
basis by the affirmative vote of a majority of the members of the Board present at the annual Board
meeting provided in Article V (Board of Trustees) Section 3 (Annual and Regular Meetings) at which
quorum is present. The members of the Board will be provided with a recommendation from theNominating Committee. Upon completion of his or her term as President, the President shall succeed
automatically to the office of Immediate Past President and shall hold such office until his/her immediate
successor is duly qualified.
Section 3. Resignation. Any Officer may resign at any time by providing written notice to the President,
Secretary or to the Board. Such resignation shall take effect at the time specified in such notice, or, if notime is specified, at the time such resignation is tendered.
Section 4. Removal. If, in the judgment of the Board, the interests of APCR would be served thereby, any
Officer may be removed from office by the affirmative vote of not less than two‐thirds (2/3) of the votes
cast at a meeting of the Board at which a quorum is present, excluding the vote of the Officer underconsideration for removal.
Section 5. Vacancies. Any vacancy in the President position due to death, resignation, removal,
disqualification or otherwise shall be filled by the Vice-President for the unexpired portion of the term. In
the event the Vice-President is unable or unwilling to fill the unexpired portion of the President's term,then the Immediate Past President shall fill the unexpired portion of the President's term. In such event,the office of Immediate Past President shall remain vacant for the unexpired portion of the Immediate
Past President's term immediately following his or her succession to the office of President. If the
Immediate Past President is unable or unwilling to fill the unexpired portion of the President's term, theBoard shall elect a new President for the unexpired portion of the term. Any other vacancy in any otheroffice due to death, resignation, removal, disqualification, or otherwise, shall be filled by the Board forthe unexpired portion of the term. Vacancies may be filled or new offices may be created and filled at any
meeting of the Board. Such action shall be effected by the affirmative vote of a majority of the membersof the Board present at a meeting at which a quorum is present.
Section 6. President. The President shall serve as the senior officer of APCR and shall in general supervise
and have charge of all the affairs of APCR. The President shall preside at all meetings of the Board and themembership and shall be the President of the Board. The President may sign any contracts, deeds,
mortgages, or other instruments which the Board has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by
statute to some other Officer or agent of APCR. The President in general shall perform all duties incident
to the office of the President and such other duties as may be prescribed by the Board from time to time.
Section 7. Vice-President. The Vice-President shall assist the President in the performance of his or her
duties; serve in an advisory capacity; assume the position of President in the President’s absence,incapacitation, or resignation; and, in general perform all the duties incident to the office of Vice-President
and such other duties as from time to time may be assigned to him or her by the President or the Board.
Section 8. Immediate Past President. The Immediate Past President shall assist the President in theperformance of his or her duties by providing continuity, advice and other assistance to the President;
7and, in general perform all the duties incident to the office of Immediate Past President and such otherduties as from time to time may be assigned to him or her by the President or the Board.
Section 9. Treasurer. The Treasurer shall have charge of and be responsible for oversight of the financesof APCR and in general perform all duties incident to the office of Treasurer and such other duties as fromtime to time may be assigned to him or her by the President or the Board. The Treasurer shall be
responsible for preparing and distributing an annual operating budget of APCR to the Board, to beapproved by the Board each year prior to the commencement of APCR’s fiscal year. The Treasurer shallbe responsible for preparing and distributing annual financial reports of APCR to the Board.
Section 10. Secretary. The Secretary shall be responsible for the recordation and keeping of the minutesof the meetings of the Board and the membership; ensure that all notices are duly given in accordancewith the provision of these Bylaws or as required by law; be the custodian of the corporate records,
including but not limited to all correspondence of APCR; and, in general perform all of the duties incident
to the office of Secretary and such other duties and as from time to time may be assigned to him or her
by the President or the Board.
Section 11. Delegation of Duties. One (1) or more duties of any Officer of APCR may be expressly
delegated by the Board to one (1) or more other Officers or to one (1) or more employees or agents of
APCR, provided, however, that if such delegation is not to another Officer, then the Officer shall supervise
the actions of such employee(s) or agent(s). Actions taken by Officers, employees or agents of APCR shallin all instances be subject to Article XIV (Declaration of Policy) of these Bylaws, relating to limitations ofresponsibility and authority and restricting commitments on behalf of APCR and in matters of policy.
Section 12. Executive Director. The Board may employ an Executive Director for APCR. The Executive
Director shall be directly responsible to the Board . The assignment of duties of the Executive Director
shall be the responsibility of the Board. The contract of the Executive Director shall be determined andapproved by the Board. The Board shall provide the Executive Director a written annual review which
specifically details his/her deficiencies and merits. The goals and objectives of the APCR for the coming
year shall be clearly defined as part of this review.
Article VII
Councils and Committees
Section 1. Councils of the Board. The Board may define and create one (1) or more councils (“Councils”),
each of which shall be chaired by a member of the Board appointed by the President. The Council Chairs
shall report to the Board and perform tasks specified by the Board. Any Council Chair or member of acouncil may be removed from the Council by a majority vote of the Board whenever in the Board’s
judgment the best interests of APCR would be served by such removal.
Section 2. Committees. The Board may define and create such committees that shall report to a Councilof APCR, to perform tasks specified by the Council. The President may appoint the Chair and the membersof each body from the proposed slate of volunteers. Committee Chairs shall be evaluated each year by
the Council Chair and may be reappointed if in the Board’s judgment the best interests of APCR would beserved by such reappointment. Any member or Chair thereof may be removed by a majority vote of theBoard whenever in their judgment the best interests of APCR would be served by such removal from thecommittee.

8Section 3. Governance. All councils and committees shall be structured and governed as determined by
the Board in its sole discretion, subject to the terms and provisions of these Bylaws, APCR’s Articles ofIncorporation, and the Act.
Section 4. Limitation on Delegated Authority. Actions taken by all councils and committees of APCR shallin all instances be subject to Article XIV (Declaration of Policy) of these Bylaws, relating to limitations ofresponsibility and authority and restricting commitments on behalf of APCR and in matters of policy.
Article VIII
Association Management Services
APCR may contract with an organization to manage its programs and services. The Master Services
Agreement may include the services of an Executive Director and the supporting staff and infrastructure.
Article IX
Compensation
At-Large Trustees and Officers shall not receive any salary for their services as At-Large Trustees orOfficers. By resolution of the Board, reimbursement to At-Large Trustees and Officers of expenses ofattendance, if any, may be permitted for one (1) or more regular or special meetings of the Board,
Committee(s) or otherwise in fulfilling his or her duties to APCR.
Article X
Finances
Section 1. Fiscal Year. The fiscal year of APCR shall be the same as the calendar year, or such other period
established by the Board.
Section 2. Contracts. The Board may authorize any Officer or Officers or Executive Director of APCR, in
addition to the Officers so authorized by these Bylaws, to enter into any contract or execute or deliver
any instrument in the name of and on behalf of APCR. Such authority may be general or confined to
specific instances.
Article XI
Books and Records
APCR shall keep correct and complete books and records of account and also shall keep minutes of theproceedings of its Board, Councils and all committees having any of the authority of the Board.
Article XII
Notice; Waiver of Notice
Section 1. Unless another form of notice is required by the Articles of Incorporation, the regulations orthese Bylaws, or by applicable law, any notice shall be in writing and shall be delivered personally or sent
by telegram, telecopy or electronic mail transmission or by United States mail, express mail or courier
service, with postage or fees prepaid. If notice is given by personal delivery or transmitted by telegram,telecopy or electronic mail, the notice shall be deemed to have been given when successfully sent. If

9notice is sent by United States mail, express mail, or courier service, the notice shall be deemed to havebeen given when deposited in the mail or with the courier service.
Section 2. Whenever any notice whatsoever is required to be given under the provisions of the Act, theArticles of Incorporation or these Bylaws, 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. Attendance at a meeting shall constitute a waiver of notice of such meeting,
except where the person attends such meeting for the express purpose of objecting to the transaction of
any business because the meeting was not lawfully called.
Article XIII
Conflicts of Interest
Section 1. Conflict of Interest Transaction. A conflict of interest transaction is a transaction with APCR in
which a member of the Board has a direct or indirect personal interest. A member of the Board has anindirect personal interest in a transaction if (i) another entity in which he or she has a material financial
interest or in which he or she is a general partner is a party to the transaction, or (ii) another entity ofwhich he or she is a director, officer, employee, or trustee is a party to the transaction and the transaction
is or should be considered by the Board or a Committee of the Board.
Section 2. Disclosure. Each member of the Board, diligently and in good faith, shall seek to disclose orotherwise make known to the member(s), the Board, or a Committee of the Board the material facts ofany conflict of interest transaction and the member of the Board’s interest therein.
Section 3. Recusal. Each member of the Board, diligently and in good faith, shall seek to recuse himself or
herself from any vote of the Board or a Board Committee, involving any conflict of interest transaction,
provided, however, that the failure of a member of the Board to recuse himself or herself from any votedoes not affect the validity of any vote if the transaction otherwise is authorized, approved, or ratified inaccordance with Section 13.1871 of the Act.
Section 4. Non-Exclusive. This Article XIII is intended to supplement, but not to replace, any federal andstate laws governing conflicts of interest applicable to nonprofit corporations, or any applicable policy of
APCR.
Article XIV
Declaration of Policy
Responsibility and authority for any declaration of APCR policy, and/or endorsement, and/or rejection ofany matter on any subject of policy, is reserved to the judgment and discretion of the Board. Active
Members of APCR are not authorized directly or indirectly to commit the APCR in any way or in any
manner, financially or otherwise, without prior approval by the Board, except as specified in the approved
budget or in specific resolutions of the Board.
Article XVLimitation of Liability and Indemnification
Section 1. Limitation of Liability. The personal liability of the At-Large Trustees, Officers and staff of APCR
and the members of all Councils and Committees is hereby eliminated to the fullest extent permitted by
10

the Act and the Code, to the extent such personal liability arises (i) by reason of the fact that the person
being held personally liable is or was an At-Large Trustee, Officer, staff member, or a member of a Councilor Committee of APCR, and (ii) arise from the acts done or omissions made within the scope of the duty
to APCR, in good faith by such person and in a manner such person reasonably believed to be in or not
opposed to the best interests of APCR.
Section 2. Mandatory Indemnification. APCR shall, to the fullest extent permitted by the Act and theCode, save, indemnify, and hold harmless any person who was or is a party, or is threatened to be madea party, to any threatened, pending or completed action or suit, by reason of the fact that he or she is or
was an At-Large Trustee, member of a Council or Committee, Officer or staff of APCR and arising out of orbased on acts done or omissions made within the scope of the duty to APCR, in good faith by such person
and in a manner such person reasonably believed to be in or not opposed to the best interests of APCR,
against all the expenses and liabilities (including attorneys’ fees) actually and reasonably incurred by him
or her in connection with the defense or settlement of such action or suit. The indemnification provided
herein shall be deemed not exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of disinterested members of the Board, or otherwise, both as to action in his
or her official capacity while holding such office. Such indemnification shall continue as to a person who
has ceased to be an At-Large Trustee, Officer or staff of APCR or a member of a Council or Committee,
and shall inure to the benefit of the heirs, executors, administrators, beneficiaries, and other successors
in interest or obligation of such a person. APCR shall be authorized but not required to purchase insurance
for the purpose of such indemnification.
Section 3. Insurance. APCR may purchase and maintain insurance on behalf of any such individual(s)against any judgments, amounts incurred in settlement, fines, penalties, and against any reasonable
expenses, fees, costs, charges, attorneys’ fees and disbursements, out-of-pocket costs, and other direct
and indirect costs of any type or nature whatsoever, asserted against him or her and/or incurred by or on
behalf of him or her in any such capacity, or arising out of his or her status as such an At-Large Trustee,
Officer, or staff of APCR or member of a Council or Committee , whether or not APCR would have thepower to indemnify him or her against same. The purchase and maintenance of such insurance shall not
limit or affect, in any way, the rights and obligations of APCR and/or any such individual under this Article
XV.
Article XVIDuration and Dissolution
Section 1. Duration. The duration of APCR shall be perpetual, except that it may be dissolved in themanner provided by the Act and these Bylaws.
Section 2. Dissolution. Before APCR may be dissolved, the Board must first adopt, by not less than two
thirds (2/3) of those casting their votes at a properly noticed meeting of the Board at which a quorum ispresent, a resolution recommending the dissolution of APCR in accordance with the Act. Upon suchapproval, a motion for dissolution shall be submitted to a vote of the membership. The motion shall bedeemed passed by the membership only if approved by the affirmative vote of a majority of the voting
members of APCR in good standing casting their votes at a properly noticed meeting of the membershipat which a quorum is present or through electronic ballot.
Section 3. Distribution of Assets. Upon the dissolution of APCR, and after paying or making provision forthe payment of all the liabilities of APCR, the Board shall distribute all the assets of APCR for one (1) or
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more exempt purposes within the meaning of a Section 501(c)(6) or 501(c)(3) of the Code, or such assets
shall be distributed however the Board determines, to the Federal government, or to state or local
government, for a public purpose, in such manner as the Board shall determine.
Article XVII
Amendments
Section 1. Amendments. APCR reserves the right, from time to time, to amend, alter or repeal any ofthese Bylaws as may be authorized by the laws of the Commonwealth of Virginia at the time in force, andprovisions may be added or inserted in the manner and at the time prescribed by said laws. All rights at
any time conferred upon the At-Large Trustees, Officers or staff of APCR by these Bylaws are granted
subject to the provisions of this Article XVII (Amendments). These Bylaws may only be amended, alteredor repealed, in whole or in part, and one (1) or more new Bylaws adopted in addition to, or in lieu thereof,
from time to time by the affirmative vote of a majority of the Board at a properly noticed meeting of theBoard at which a quorum is present. Notwithstanding the foregoing, such Board action may be effectedpursuant to Article V (Board of Trustees), Section 9 (Written Mail, Facsimile (Telecopier), or Electronic
Ballot) of these Bylaws or as otherwise permitted by the Act.
Section 2. Authority. Any action taken or authorized by the Board, which would be inconsistent with the
Bylaws then in effect but is taken or authorized by affirmative vote of not less than the number ofmembers of the Board required to amend the Bylaws so that the Bylaws would be consistent with suchaction, shall be given the same effect as though the Bylaws temporarily had been amended or suspended
so far, but only so far, as is necessary to permit the specific action so taken or authorized.
Article XVIII
Other Governance Documents
These Bylaws, including all amendments hereto, shall at all times be in conformance with and subservientto the Articles of Incorporation. Any conflict or ambiguity with respect to these Bylaws and the Articles ofIncorporation shall be resolved in favor of and with reference to the Articles of Incorporation.
Article XIX
Governing Law
All questions with respect to the construction of these Bylaws shall be determined in accordance with theapplicable provisions of the laws and the Commonwealth of Virginia.
Article XX
Headings
The headings of these Bylaws are intended solely for the convenience of reference and are not intended
for any purpose whatsoever to explain, modify or place any construction upon any of the provisions ofthese Bylaws.
Article XXI
Severability

12All provisions of these Bylaws are severable. If any provision or portion hereof is determined to be
unenforceable in arbitration or by a court of competent jurisdiction, then the remainder of the Bylaws
shall remain in full force and effect.

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