Club By-laws

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Club By-laws

BYLAWS OF

WASHINGTON DC BRITISH OFFICERS CLUB, INC.

ARTICLE I

NAME

1.01 Name

The name of this corporation shall be the Washington DC British Officers Club, Inc., a Virginia non-stock corporation (hereinafter referred to as BOC-DC). The business of the Corporation is a nonprofit social and networking club.

ARTICLE II

PURPOSES AND POWERS

2.01 Purpose

The purpose of the BOC-DC shall be exclusively as a social and recreational club and for business and social networking. BOC-DC shall be a nonprofit social club for members to promote networking and opportunities of mutual benefit.

2.02 Powers

The Corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the non-profit, social club purposes, for which the Corporation is organized and within the meaning of Section 501(c)7 of the United States Internal Revenue Code, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the Corporation may include, but not be limited to, the acceptance of contributions from the members, whether financial or in-kind contributions.

2.03 Nonprofit Status and Exempt Activities Limitation.

(a) Nonprofit Legal Status. The BOC-DC is a Virginia non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(7) of the United States Internal Revenue Code. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legalization, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

(b) Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no Director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(7) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the Corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.

(c) Distribution Upon Dissolution. Upon termination or dissolution of the BOC-DC, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(7) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation. In no event shall any of such assets or property be distributed to any member, Director or officer, or any private individual.

The organization to receive the assets of the BOC-DC hereunder shall be selected in the discretion of a majority of the managing body of the Corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the BOC-DC by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the Commonwealth of Virginia.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the BOC-DC, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the Commonwealth of Virginia to be added to the general fund.

ARTICLE III

MEMBERSHIP

3.01 Voting Members

Persons seeking membership must apply to the Membership Chairman for approval. Voting full members shall be active or retired members of Her Majesty’s Armed forces, the United Kingdom Diplomatic Service or equivalent, or members, active or past, of the services of the United States of America, British Commonwealth Countries where HM Queen is the head of state or to others as approved by the Board, such as where special service has been rendered.

3.02 Non-Voting Affiliates

The Board of Directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the Board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the Corporation. The Board, a designated committee of the Board, or any duly elected officer in accordance with Board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the Board of Directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the corporation website. Affiliates have no voting rights, and are not members of the Corporation.

3.03 Dues

The BOC-DC will have the power to raise dues. The BOC-DC will raise funds through the organization of social events, or by any other method as may be approved, from time to time, by the Board.

ARTICLE IV

BOARD OF DIRECTORS

4.01 Number of Directors

BOC-DC shall have a Board of Directors consisting of at least two (2) and no more than eleven (11) voting Directors. Within these limits, the Board may increase or decrease the number of Directors serving on the Board, including for the purpose of staggering the terms of Directors.

4.02 Powers

All corporate powers shall be exercised by or under the authority of the Board and the affairs of the BOC-DC shall be managed under the direction of the Board, except as otherwise provided by law.

4.03 Vacancies

The Board of Directors may fill vacancies due to the expiration of a Director’s term of office, resignation, death, or removal of a Director or may appoint new Directors to fill a previously unfilled board position, subject to the maximum number of Directors under these Bylaws.

(a) Unexpected Vacancies. Vacancies in the Board of Directors due to resignation, death, or removal shall be filled by the Board for the balance of the term of the Director being replaced.

4.04 Removal of Directors

A Director may be removed by two-thirds vote of the Board of Directors then in office, if:

(a) The Director is absent and unexcused, as defined in section 4.05(c) herein, from two or more Regular Meetings of the Board of Directors, during a twelve month period; or

(b) Upon a majority vote, of the remaining Board of Directors, to remove a certain Director, only if prior to a Regular or Special Meeting of the Board, that certain Director is provided with electronic or written notification of the Board’s intention to discuss his/her membership on the Board and that certain Director is provided with the opportunity to be heard at the Meeting.

4.05 Board of Directors Meetings.

(a) Regular Meetings. The Board of Directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the Board. Board meetings shall be held upon four (4) days’ notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours’ notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. Meetings may be attended via Internet, or teleconference facilities. The purpose of the meeting need not be specified.

(b) Special Meetings. Special meetings of the Board may be called by the President, a Vice President, Secretary, Vice President for Finance, or any two (2) other Directors of the Board of Directors. A special meeting must be preceded by at least 2 days’ notice to each Director of the date, time, and place, but not the purpose, of the meeting.

(c) Attendance. The Board President is empowered to excuse Directors from attendance of Regular Meetings for a reason deemed adequate by the Board President. Attendance of the President shall only be excused by the Board Vice President and for a reason deemed adequate by the Board Vice President

4.06 Manner of Acting.

(a) Quorum. A majority of the Directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board. No business shall be considered by the Board at any meeting at which a quorum is not present.

(b) Majority Vote. Except as otherwise required by law or by the Articles of Incorporation, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

(c) Hung Board Decisions. On the occasion that Directors of the board are unable to make a decision based on a tied number of votes, the President or Vice President for Finance in the absence of the President shall have the power to swing the vote based on his/her discretion.

(d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, Directors may participate in a regular or special meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

4.07 Compensation for Board Service

Directors shall receive no compensation for carrying out their duties as Directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses, including professional services incurred in conjunction with carrying out Board responsibilities, only as agreed by a majority vote in advance.

ARTICLE V

OFFICERS

5.01 Executive Officers

The Officers of the Corporation shall consist of a President, a Secretary, a Vice President for Finance, and other such positions as may be required from time to time.

5.02 Oher Officers and Agents

The Board of Directors may appoint such other offices and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors, but who shall not be members of the Board of Directors.

5.3 Nomination &Election of Officers

Immediately after the First Annual Meeting of the members, the Board of Directors shall elect, by majority vote of the Directors present and voting, a President, Secretary and the Vice President for Finance.

5.05 Eligibility

In order to be eligible to serve as a Director on the Board of Directors, the individual must be 18 years of age or older and a member of BOC-DC. Directors, as necessary, will be elected by the membership by a majority of those voting in July of each year. Such voting may take place electronically.

5.06 Terms

(a) All Directors shall be elected to serve a two-year term. However, the term may be extended until a successor has been elected.

(b) Director terms shall be staggered so that approximately half the number of Directors will end their terms in any given year.

(d) The term of office shall be considered to begin August 1 and July 31 of the second year in office, unless the term is extended until a successor has been elected.

5.07 Resignation

Any officer may resign at any time. Such resignation shall be made in writing or by email or in person at a Board Meeting and shall take effect upon the receipt of the resignation by the President.

5.08 Powers and Duties of the Board President

The Board President shall be the chief volunteer officer of the Corporation. The President shall be a serving or retired British or Commonwealth Officer. The Board President shall lead the Board of Directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the Board of Directors, and shall perform all other duties incident to the office or properly required by the Board of Directors.

5.09 Powers and Duties of the Board Vice President

In the absence or disability of the Board President, the ranking Vice President (usually the Vice President of Finance) or Vice President designated by the Board of Directors, shall perform the duties of the Board President. When so acting, the Vice President shall have all the powers of and be subject to all the restrictions upon the Board President. The Vice President shall have such other powers and perform such other duties prescribed to them by the Board of Directors or the Board President. This post will not stand alone but always be an existing Vice President.

5.10 Powers and Duties of the Board Secretary

The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of Directors and committees of Directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of Directors and committees as required by the Bylaws. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, or the Board President. The Secretary may appoint, with the approval of the Board, a Director to assist in performance of all or part of the duties of the Secretary.

5.11 Powers and Duties of the Board Vice President for Finance

The Vice President for Finance shall be the lead Director for oversight of the Financial condition and affairs of the Corporation. The Vice President for Finance shall act as treasurer an” as such shall oversee and keep the Board informed of the financial condition of the Corporation and of audit or financial review results. In conjunction with other Directors of officers, the treasurer will oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the Corporation, are made available to the Board of Directors on a timely basis or as may be required by the Board of Directors. The treasurer shall perform all duties properly required by the Board of Directors or the Board President. The treasurer may appoint, with the approval of the Board a qualified fiscal agent to assist in performance of all or part of the duties of the treasurer. Together, with the President, the Vice President for Finance shall have signature authority at the bank.

5.11 Powers and Duties of the Board Member responsible for membership.

The Membership Chairman will maintain the various rolls of the organization as directed by the President and make these rolls accessible to Corporation officers purely for the purposes of the Corporation’s activities. At each Board meeting, the Membership Chairman will report on the status of the Membership (number of UK, Commonwealth, Allied military members plus Civilian members broken down by voting/nonvoting categories) plus membership changes (added, resigned or dropped). The Membership Chairman will have the authority granted by the president to recruit new members provided they meet the requirements of these Bylaws, however dropping a member from the rolls requires the unanimous approval of the Board. The Membership Chairman will notify any member under such consideration and allow that member to make a written/email appeal to the Board before any final action is taken.

The officer responsible will also maintain any websites and social networking systems required by the Corporation, and will report on any significant changes or initiatives in that regard at each Board Meeting.

ARTICLE VI

COMMITTEES

6.01 Standing Committees

There shall be Standing Committees as deemed necessary, created by resolution adopted by a majority vote of the Board of Directors present and voting, and responsible to the Board of Directors, to carry out specific and ongoing organization activities.

6.02 Special Committees

Special or Ad Hoc Committees may be created by resolution adopted by a majority of the Board of Directors present and voting, from time to timer as it deems necessary to promote the interests of the membership and to carry out specific organizational activities. Special Committees shall be dissolved when their charge has been completed.

ARTICLE VII

CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED MATTERS

7.01 Contracts and other Writings

Except as otherwise provided by resolution of the Board or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the Corporation shall be executed on its behalf by the President and Vice President for Finance or other persons to whom the Corporation has delegated authority to execute such documents in accordance with policies approved by the Board.

7.02 Checks, Drafts

All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such the President and Vice President for Finance of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.

7.03 Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depository as the Board or a designated committee of the Board may select.

7.04 Loans

No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.

7.05 Indemnification

(a) Mandatory Indemnification. The Corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the Corporation against reasonable expenses incurred by him or her in connection with the proceedings.

(b) Permissible Indemnification. The Corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.

(c) Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation in these Bylaws.

(d) Indemnification of Officers, Agents and Employees. An officer of the Corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The Corporation may also indemnify and advance expenses to an employee or agent of the Corporation who is not a director, consistent with Virginia Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the Board or by contract.

ARTICLE VIII

MISCELLANEOUS

8.01 Books and Records

The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by committees of the Board. In addition, the Corporation shall keep a copy of the Corporation’s Articles of Incorporation and Bylaws as amended to date.

8.02 Fiscal Year

The fiscal year of the Corporation shall be from July 1 to June 30 of each year.

8.03 Conflict of Interest

The Board shall adopt and periodically review a conflict of interest policy to protect the Corporation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with Board-delegated powers.

8.04 Nondiscrimination Policy

The officers, Directors, committee members, employees, and persons served by this Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of BOC-DC not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin except as for membership requirements as defined elsewhere in these By-laws.

8.05 Bylaw Amendment

These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the Board of Directors then in office at a meeting of the Board, provided, however,

(a) that no amendment shall be made to these Bylaws which would cause the Corporation to cease to qualify as an exempt corporation under Section 501(c)(7) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,

(b) that an amendment does not affect the voting rights of Directors. An amendment that does affect the voting rights of Directors further requires ratification by a two-thirds vote of a quorum of Directors at a Board meeting.

ARTICLE IX

COUNTERTERRORISM AND DUE DILIGENCE POLICY

In furtherance of its exemption by contributions to other organizations, domestic or foreign, BOC-DC shall stipulate how the funds will be used and shall require the recipient to provide the Corporation with detailed records and financial proof of how the funds were utilized.

Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US. Based Charities” is not mandatory, BOC-DC willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.

BOC-DC shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.

ARTICLE X

DOCUMENT RETENTION POLICY

10.01 Purpose

The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of BOC-DC records.

10.02 Policy

Records should not be kept if they are no longer needed for the operation of the business or required by law.

From time to time, BOC-DC may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.

10.03 Minimum Retention Periods for Specific Categories

(a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1024 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1024 be available for public inspection upon request.

(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the Corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.

(c) Employment Records/Personnel Records. State and federal statutes require the Corporation to keep certain recruitment, employment and personnel information. The Corporation should also keep personnel files that reflect performance reviews and any complaints brought against the Corporation or individual employees under applicable state and federal statutes. The Corporation should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.

(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the Corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the Corporation.

(e) Press Releases/Public Filings. The Corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the Corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the Corporation.

(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.

(g) Marketing and Sales Documents. The Corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.

(h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the Corporation and are protected as a trade secret where the Corporation:

(i) derives independent economic value from the secrecy of the information; and

(ii) has taken affirmative steps to keep the information confidential.

The Corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.

(i) Contracts. Final, execution copies of all contracts entered into by the Corporation should be retained. The Corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.

(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.

(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.

(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.

(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.

ARTICLE XI

Transparency and Accountability

Disclosure of Financial Information With The General Public

11.01 Purpose

By making full and accurate information about its mission, activities, finances, and governance publicly available, BOC-DC practices and encourages transparency and accountability to the general public. This policy will:

(a) indicate which documents and materials produced by the Corporation are presumptively open to staff and/or the public

(b) indicate which documents and materials produced by the Corporation are presumptively closed to staff and/or the public

11.02 Financial and IRS documents (The form 1024 and the form 990)

BOC-DC shall provide its Internal Revenue forms, Bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.

11.03 Means and Conditions of Disclosure

(a) All required financial disclosures shall be made available during regular business hours at the BOC-DC registered office or made available online on the BOC-DC website. The BOC-DC website shall provide instructions on how to access them; and

(b) BOC-DC shall not charge a fee for providing the information.

11.04 IRS Annual Information Returns (Form 990)

BOC-DC shall submit the Form 990 to its Board of Directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the Corporation’s Form 990 shall be submitted to each member of the Board of Director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.

11.05 Board Actions

(a) All board minutes shall be open to the public once accepted by the Board, except where the Board passes a motion to make any specific portion confidential.

(b) All papers and materials considered by the Board shall be open to the public following the meeting at which they are considered, except where the Board passes a motion to make any specific paper or material confidential.

11.07 Donor Records

(a) All donor records shall be available for consultation by the members and donors concerned or by their legal representatives.

(b) No donor records shall be made available to any other person outside the Corporation except the authorized governmental agencies or individuals who have provided specific authority, in writing, from the donor.

(c) Within the Corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that ;

(d) Donor records shall be made available to the Board when requested.

ARTICLE XII

CODES OF ETHICS AND WHISTLEBLOWER POLICY

12.01 Purpose

BOC-DC requires and encourages Directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the Corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of BOC-DC to adhere to all laws and regulations that apply to the Corporation and the underlying purpose of this policy is to support the Corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.

12.02 Reporting Violations

If any Director, officer, staff or employee reasonably believes that some policy, practice, or activity of BOC-DC is in violation of law, a written complaint must be filed by that person with the Vice President or the Board President.

12.03 Acting in Good Faith

Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.

12.04 Retaliation

Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of BOC-DC and provides the BOC -DC with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.

BOC-DC shall not retaliate against any Director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of BOC-DC or of another individual or entity with whom BOC-DC has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.

BOC-DC shall not retaliate against any Director, officer, staff or employee who discloses or threatens to disclose to a supervisor or a public body, any activity, policy, or practice of BOC-DC that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.

12.05 Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

12.06 Handling of Reported Violations

The Board President or Vice President shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the Board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.

This policy shall be made available to all Directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.

ARTICLE XIII

AMENDMENT OF Articles of Incorporation

13.01 Amendment

Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.

CERTIFICATE OF ADOPTION OF BYLAWS

I do hereby certify that the above stated Bylaws of BOC DC were approved by the British Officers’ Club of Washington DC on (date) and constitute a complete copy of the Bylaws of the corporation.

President __________________________

Date: ________________________