AbiWord Document

Section 1. Qualification and Categories of Members.

a. Voting Members. The qualifications for Voting Members are set forth in the Articles of Incorporation.

I. Classes of Voting Members. The membership dues for each class of Voting Member shall be set by the Board of Directors.

aa. Active Members

bb. Contributing Members

cc. Patron Members

b. Corporate Members The qualifications for Corporate Members are set forth in the Articles of Incorporation.

I. Classes of Corporate Members. The Board of Directors shall set the membership dues for each class of Corporate Members.

aa. Gold

bb. Silver

cc. Bronze

Section 2 Voting Rights. The voting rights are set forth in the Articles of Incorporation.

Section 3 Transferability Membership rights of a member are not transferable.

Section 4 Annual meeting of Members The Corporation shall hold its annual meeting of members in December, on the second Tuesday of the month, at a time designated by the Chairperson. The meetings may be held either in or out of the Commonwealth of Virginia, as designated by the Chairperson.

Section 5. Substitute Annual Meeting. If an annual meeting of members is not held on the day designated in these Bylaws, a substitute annual meeting shall be called as promptly as is practical in accordance with the provisions of Section 6 of this Article.

Section 6 Special Meetings of Members. Special meetings of members may be held at any time and place and place as may be designated by the Board of Directors. A special meeting shall be called by the Board of Directors if requested by ten percent (10%) or more members in writing. The Secretary shall take reasonable efforts to notify the membership of any special meeting.

Section 7. Record Dates. The V=Board of Directors may fix, in advance, a record date to make a determination of Members entitled to notice of any meeting of members, such date to be not more than seventy (70) days before the meeting or action, requiring a determination of members. If no such date is set for any meeting of members then the record date shall be the close of business ten (10) days before the meeting or action requiring a determination of members.

Section 8 Notice of Meetings. The Corporation shall give members written notice of the date, time and place of each annual and special members' meeting. Such notice shall be given either personally, by regular mail, by e-mail, or by posting on the Corporation's website., nos less than ten (10) nore more than sisty (60) days before the date if the meeting except that notice of a members' meeting to act on an amendment of the Articles of Incorporation, a plan of merger, a proposed sale of assets pursuant to section 13.2-900 of th4e Code of Virginia or the dissolution of the Corporation shall be given not less than twenty-five (25) nor more than sisty (60) days before the meeting. Notice of special meeting shall state the purpose or purposes for which the meeting is called. Electronic communications, e-mail, is recognized as a valid means of communication and is recognized as a valid means of written communication as is posting of communication on websites.

The Corporation shall not be required to give members written notice of an annual or special meeting that is adjourned to a different date, time, or place, if the new date, time, or place is announced at the meeting before adjournment.

Section 9. Members List for Meeting. The Secretary shall make a complete list of the Corporation's members, with the address of each, at least ten (10) days before each meeting. This list is to be posted on the website(s) of record. For a period of ten (10) days prior to the meeting, the list of members shall be subject to inspection by any member at any time during usual business hours. Such liat shall also be produced and kept open at the time and place of the meeting and shall besubject to the inspection of any member during the whole time of meeting for purposes thereof. The original record of members shall be prima facie evidence as to who are the members entitled to examine such list of records. Arrangements will be made for electronic encryption of such lists and for proper access codes for valid members. The right of the member of the Corporation to inspect such list prior to a meeting shall be subject to the limitations set forth in subsection C of section 13.1-933 of the Code of Virginia.

If the requiremens of this section have not been substantially complied with, the meeting shall, on the demand of any member be adjourned until the requirements are complied with. Refusal or failure to prepare or make available the members' list does not affect the validity of action taken at the meeting prior to the making of any such demand, but any action taken by the members after the making of any such demand shall be invalid and of no effect.

Section 10. Qu0rum for Members. Quorum shall be ten (10%) of the Voting Members, entitled to vote and represented in person or by proxy. The vote of a majority of the votes cast by the Voting Members, present at a meeting, at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law, the Articles of Incorporation or these Bylaws.

Once a member is present at a meeting, he or she is deemed present for quorum purposes for the remainedr of the meeting and for adjournment of the meeting, unless a new record date is or shall be set for that adjourned meeting.

Section 11, Proxies. Voting Members may vote in person or by proxy. A Voting Member may execute a writing authorizing another person or persons to act for jim as proxy. Execution may be accomplished by the Member or his authorized officer, director, employee or agent signing such a writing or causing his signature to be affixed to such writing by any reasonable means, including , but not limited to, by facsimile signature and e-mail.

A Voting Member may authorize another person or persons to act for him or her as proxy by transmitting or authorizing the transmissionof a telegram, cablegram, or other mens of electronic transmission to the person wo will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person wo will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram, or other means of electronic transmission must either set forth or be submitted with information from which the inspectors of election can determine that the telegram, cablegram, or other electronic transmission was authorized by the member. If it is determined that such telegrams, cablegrams, or other electronic transmissions are valid, the inspectors, or if there are no inspectors, such other persons making that determination, shall specify the information upon which they relied.

Any copy, facsimile telecommunications or other reproduction of the writing created pursuant to this subsection may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

An appointment of a proxy becomes effective when received by the Secretary or other Officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a longer period is expressly provided in the appointment form.

A. An appointment of a proxy is revocable by he member unless the appointment form conspicuously syates that it is orrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:

1. A creditor of the Corporation who extendedit credit under terms requiring the appointment; or

2. An employee of the Corporation whose employment contract requires the appointment.

B. The death or incapacity of the member appointing a proxy does not affect the right of the Corporation to accept the proxy's authority unless notice of the death or incapacity is received by the Secretary of other Officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.

C. An appointment made irrevocable under subsection A of this section is revoked when the interest with which it is coupled is extinguished.

D. Subject to section13.1-848 and to any express limitation on the proxy's authority appearing on the face of the appointment form, the Corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.

Section 12. Acceptance of Votes. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the Corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.

A. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a member, the Corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:

1. The member is a domestic or foreign corporation, association, estate, trust or partnership and the name signed purports to be that of an officer, partner, or agent of the entity.

2. Te name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; or

3. The name signed purports to be that of an attorney-in-fact of the member and, if the Corporation requests, evidence acceptable to the Corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment.

B. Notwithstanding the provisions of subdivision 2 of subsection A, in any case in which the will, trust agreement or other instrument under which a fiduciary purports to act contains directions for voting, or for te execution and delivery of proxies for voting, such directions shall be binding upon the fiduciary and upon the Corporation if a copy thereof has been furnished the Corporation.

C. Te Corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the Secretary or other Officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis cor doubt about the validity of the signature on it or about the signatory's authority to sign for the member.

D, The Corporation and its Officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequence of the acceptance or rejection.

E. Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unles a court of competent jurisdiction determines otherwise.

ARTICLE III.

THE DIRECTORS

Section 1 . The number of Directors of the Corporation shall be as set forth in the Articles of Incorporation.

Section 2 . Any director may resign his or her position by submitting a written resignation to the Secretary. Such resignation shall be effective on the date received by the Secretary and shall automatically terminate his or her position as a director.

Section 3 The Board of Directors shall meet at such times and places as designated by the Chairman, as set forth in the Articles of Incorporation.

Section 4. One third (33%) of the Directors, in office, shall constitute a quorum.

Section 5. Any director can be removed by majority vote of the Board of Directors when, in their judgment, the best interests of SCOT would be served thereby.

Section 6. The Directors shall be appointed or elected in the manner set forth in the Articles of Incorporation and these Bylaws. No individual shall be appointed or elected without his or her prior consent.

Section 7. The Board of Directors determines policy, procedure, strategy, plans, operations, and finances; the officers execute.

Section 8. At each meeting of the Board of Directors, the President of the Corporation, or, in the President's absence, the Vice President, if he or she is a Director of the Corporation, or, in the Vice President's absence, a Director, chosen by a majority of the Directors present, shall preside as chairman of the meeting. The Secretary of the Corporation, or an Assistant Secretary, or, in the discretion of the meeting chairman, any person appointed by him or her , shall act as secretary of the meeting.

Section 9. Thirty percent of the Board of Directors may be citizens of countries other than the United States of America.

Section 10. Each of the three classes of voting members shall have the right to be represented on the Board of Directors.

Section 11. The Board of Directors shall establish policies and procedures for all compensation and expenses. This shall include the salaries and benefits of officers, directors, employees, and consultants

Section 12. Meetings may be held in the Commonwealth of Virginia or outside of the Commonwealth as may be fixed by action of the Directors.

Section 13 Regular meetings of the Directors for the purpose of electing Offiers and Directors and transacting othr business may be held at such times as may be fixed from time to time by action of the Directors.

Section 14. Special meetings of the Board of Directors shall be held whenever called by the President of Vice President or by any wo or more Directors, or, at the direction of any of the foregoing, by the Secretary.

Section 15. Unless required by resolution of the Board of Directors, notice of any regular meeting of Directors need not be given. Notice of each special meeting shall be mailed or otherwise communicated to each Director, addressed to him or her at his or her residence or usual place of business, at least five (5) days before the date on which the meeting is to be held; or such notice shall be sent to each Director at such place by telegraph, cable, relecopier, mailgram, or wireless, or delivered to him or her personally or read to the Director by telephone no later than twenty-four (24) hours before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purposes of the meeting. No notice of the reconveningof any adjourned or recessed meeting need be given except ass contained in the resolution or ruling directing the adjournment or recess.

Section 16. A Director may waive any notice required by law, the Articles, or these Bylaws before or after the date and time stated in the notice. Except as provided in the next paragraph of this Section 16, the waiver shall be in writing, signed by the Director entitled to this notice and filed with the minutes or corporate records.

A Director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the Director at the beginning of the meeting or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 17. Quorum shall e one-third (33%0 of Directors, who are serving, for the transaction of business.

The act of a majority of the Directors present at any meeting, at which quorums present, shall be te act of the Directors. In the bsence of a quorum, a majority of the Directors present may adjourn the meeting from time to time until quorum is had. The Directors shall act only as a Board of Directors and the individual Directors shall have no power to act.

Section 18. Action required or permitted to be taken at a Board meeting may be taken without a meeting, if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each Director either before or after the action is taken, and included in the minutes filed with the corporate records reflecting the action taken. Action taken under Section 17 of this Article becomes effective when the last Director signs the consent unless the consent specifies a different effective date in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each Director.

Section 19. The Board of Directors may permit any and all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be resent in the meeting.

Section 20. No Director may vote on a matter coming before the Board in which he or she has a direct financial interest. Immediately upon becoming aware that such a conflict may exist, a Director must disclose the existence of a potential conflict to the remaining Directors and withdraw from further deliberation on the issue. Any such disclosure and withdrawal shall be fully documented in the Corporation's minutes.

ARTICLE IV

COMMITTEES

Section 1. The Board of Directors shall appoint such committees as may be required for the proper and efficient administration of the Corporation, and shall prescribe the authority of any such committee and the period of its existence.

Section 1.1. Each committee of the Board of Directors shall be composed of not less than one (1) Director whom the Board may, from time to time, appoint to serve on such committee. Chairpersons and Committee Members may come from the general public.

Section 1.2. Every committee shall keep minutes of all of its acts and proceedings and report the same to the Board of Directors.

Section 1.3. Regular meetings of a committee, for which no notice shal be necessary, may be held at such time and in such places as shall be fixed by a majority of the committee. Special meetings of a committee may be called at the request of any member of the committee. Notice of any such meeting may be waived as provided in these Bylaws in the case of meetings of the full Board.

Section 1.4. One-half (50%) of a committee shall constitute a quorum for the transaction of business, and the act of the majority of those present at any meeting at which a quorum is present shall be the act of the committee. Members of a committee shall act only as a committee and the individual members shall have no power as such.

Section 1.5. The Directors shall have the power at any time to change the members of, fill vacancies in, and discharge a committee, with or without cause. The appointment of any Director to a committee, if not terminated otherwise, shall automatically terminate upon the cessation of his or her membership on the Board of Directors.

ARTICLE V

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section 1. All checks, drafts, and other orders for payment of money out of the funds of the Corporation shall require the signature of te Treasurer and one (1) other Officer of the Corporation.

Section 2. The Board of Directors or committee of the Board duly authorized by resolution of the Board, exept as by law or these Bylaws otherwise required, may authorize any Officer or Officers, agent or agents, in the name of and onbehalf of the Corporation to enter into any contract or execute any deed or other instrument, and such authority may be general or confined to specific instances. Whenever the Board of Directors, in authorizing or directing the execution of any contract, deed, or other instrument, shall fail to specify the Officer or Officers or other agent or agents who are to execute the same, such contract, deed , of other instrument shall be executed on behalf of the Corporation by the President.

Section 3. Any Officer or Officers, or agent or agents of the Corporation thereunto authorized by the Board of Directors or any committee of the Board duly authorized by resolution of the Board, may effect loans or advance at any time for the Corporation, in the ordinary course of the Corporation's business, from any bank, trust company or other institution or from any firm, corporation, or individual, and for such loans and advances may make, execute, and deliver promissory notes, bonds, or other certificates or evidence of indebtedness of the Corporation, and when authorized to do so, may pledge and hypothecate or transfer any securities or other property of the Corporation as security for such loans or advances. Such authority conferred by the Board of Directors or any duly authorized committee of the Board may be general or confined to specific instances.

Section 4. The funds of the Corporation, not otherwise employed, shall be deposited from time to time to the order of the Corporation in such banks, trust companies, or other depositories as the Board of Directors, or any duly authorized committee of the Board may from time to time select, or as may be selected by an Officer or Officers, or agent or agents of the Corporation to whom such power may from time to time be delegated by the Board of Directors or any duly authorized committee of the Board.

ARTICLE VI

MISCELLANEOUS

Section 1. The fiscal year of the Corporation shall begin on the 1^st day of February Of each year and shall end on the last day of January of each year.

Section 2, These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted at any meeting of the Board of Directors at which a quorum is present by an affirmative vote of one-half (50%) of the Board of Directors, in office.

Section 3. For purposes of construing these Bylaws, unless the context indicates otherwise, words in the singular number shall be deemed to include words in the plural and vice versa , and words in one gender shall be deemed to include words in other genders.

The Initial Directors have adopted these Bylaws on (date)

Albert M. Bottoms