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AMENDED

BYLAWS

OF

CARL U. EGGLESTON FOUNDATION, INC.


ARTICLE I
NAME OF OFFICE

      Section 1.      Name of the Corporation. The name of the corporation shall be CARL U. EGGLESTON FOUNDATION, INC., a 501 (c) (3) non-profit organization.

      Section 2.      Principal Office. The principal office shall be located at P.O. Box 581, 914 South Main Street, Farmville, Virginia 23901 (mailing address).

ARTICLE II
BOARD OF TRUSTEE

      Section 1.      The Board of Trustees shall consist of not less than five (5) nor more than fifteen (15) Trustees, who shall manage the Corporation. The Board of Trustees shall elect its successors, and any vacancies on the Board shall be filled by the majority vote of the remaining Trustees. The members of the Board of Trustees shall be elected annually at the annual meetings.

      Section 2.      Meeting and Notices. Meetings of the Board shall be held monthly during the calendar year. Special Meetings may be held at the discretion of the Board of Trustees. The annual meeting of the Board of Trustees shall be held in December of each year for the purpose of receiving a report of the services and activities of the Corporation during the preceding year and to transact such other business as may come before the meeting. Newly elected officers and members of the Board of Trustees will be announced at the December meeting. Notice of the time and place of meetings of the Board of Trustees shall me mailed by the Secretary at least five (5) days prior to the time of the meeting.

      Section 3.      Compensation. No Trustee shall be entitled to or shall receive any compensation for attendance at meetings of the Board of Trustees or for any services rendered as Trustees of the Corporation; provided, however, that the Board of Trustees may reimburse any Trustee for out-of-pocket expenses necessarily incurred by him or her in the performance of his or her duties as Trustee.

      Section 4.      Quorum. At a meeting of the Board of Trustees a majority of the authorized number of Trustees shall constitute a quorum. The act of the majority of the Trustees present at the meeting at which a quorum is present shall be the act of the Board of Trustees.

      Section 5.      Actions of the Board of Trustees. At all meetings of the Board of Trustees, except as otherwise expressly required by the Bylaws or by statutes or laws of the State of Virginia, all matters shall be decided by the vote of the majority of the Trustees present at the meeting. Any action required or permitted to be taken by the Board of Trustees may be taken without meeting, if all the Trustees shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the Board and the action shall have the same force and effect as an unanimous vote of Trustees.

      Section 6.      Removal and Vacancy. At any meeting, the Trustees, by a vote of two-thirds (2/3) of the remaining Trustees, may remove any Trustees for just cause. Any vacancy among the Trustees shall be filled by a majority vote of the remaining Trustees in a regular or special meeting.


ARTICLE III
OFFICERS

      Section 1.      Titles and Qualifications. The officers of the Corporation shall include a President, a Vice-President, a Secretary, a Treasurer and such other officers as may from time to time be appointed or reelected by the Board of Trustees. Any person may hold any two or more offices of the Corporation except that the President may not also be the Secretary of the Corporation. Officers shall be elected by a majority vote of the Board of Trustees and shall serve for a period of one year, and shall be able to succeed themselves.

      Section 2.      Resignations and Removals. Any officer may resign at anytime by delivering a written resignation to the President. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. Any officers may be removed at anytime for cause by a vote of a majority of the Trustees then in office.

      Section 3.      President. The President

  1. shall be a member of the Board of Trustees and shall preside at all meetings of the Board of Trustees;
  2. shall appoint committees to carry out and report on special projects and serve as an ex-officio member on all such committees;
  3. shall have all powers and duties not inconsistent with these Bylaws and as may assigned to him or her from time to time by the Board of Trustees.
      Section 4.      Vice President. The Vice President
  1. shall be a member of the Board of Trustees;
  2. shall assume that duties of the President if the President is absent or unable to act;
      Section 5.      Secretary. The Secretary
  1. shall be member of the Board of Trustees;
  2. shall keep accurate minutes of all meetings of the Board of Trustees;
  3. shall attend to the general correspondence of the Corporation;
  4. shall issue notice of all meetings;
  5. shall perform such other duties as are incident to his or her office.

ARTICLE IV
AMENDMENT OF THE BYLAWS

      Section 1.      Fiscal Year. The fiscal year of the Corporation shall begin on the first (1st) day of January and shall end on the thirty-first (31st) day of December in each year.

      Section 2.      Conduct of Meetings. The conduct of all meetings shall be according to Robertís Rules of Order and Parliamentary Procedure, rev. ed, to the extent that said Robert's Rules of Order is consistent with the laws of Virginia. Said Robertís Rules of Order shall be the final authority unless otherwise provided by said Bylaws.

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify that I am the duly elected and acting secretary of the CARL U. EGGLESTON FOUNDATION, INC., a non-stock corporation of the State of Virginia, and that the foregoing Bylaws constitute the Bylaws of said Corporation as duly adopted by a consent in writing setting forth for above Bylaws, signed by all of the Trustees of the Corporation.

IN WITNESS WHEREOF, I have hereunto subscribed by name and affixed the seal of the Corporation the 1st day of March, 2007.

      Carl U. Eggleston      

CARL U. EGGLESTON FOUNDATION, INC.