Adopted by the membership May 11, 1999 to be effective July 1, 1999

1. OFFICES AND NAME

1.1 The principal office of the Great Falls Citizens Association (hereinafter the "Association") shall be located in the County of Fairfax in the Commonwealth Virginia. The Association may have other offices, either within or outside the Commonwealth of Virginia, as the Executive Board may determine or as the affairs of the Association may require.

1.2 The Association shall maintain in the Commonwealth of Virginia a registered office, and a registered agent whose office is identical with the registered office, as required by the Virginia Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office in the Commonwealth of Virginia, and the address of the registered office may be changed from time to time by the Executive Board.

2. PURPOSE

2.1 The purpose of this non-profit, non-partisan Association, as stated more specifically in Article V of the Articles of the Articles of Incorporation, is to serve as a community organization to promote all aspects of community interest accruing to a common good and to preserve the historic, low density, semi-rural character of Great Falls and its natural resources.

3. MEMBERSHIP AND DUES

3.1 Any citizen who is a bonafide resident of the community of Great Falls in Fairfax County, Virginia and who is eighteen years of age or older shall be eligible for membership herein and entitled to one vote. Each eligible individual shall pay annual dues to qualify as a member in good standing. The dues shall apply to a membership year beginning with the annual election meeting which is generally the last general membership meeting in June.

Note: In addition to the May 11, 1999 adaptation of new Bylaws, the previous Bylaws were amended on May 11, 1999 to incorporate section 3.1 of the new Bylaws effective June 1, 1999 for new members with the proviso that current members, in good standing for the membership year ending June 30, 1999, also be allowed to vote in the upcoming June 1999 election.

3.2 "The community of Great Falls shall be considered to be that area bounded on the north by the Potomac River, on the west by the Fairfax-Loudoun County line, on the south by Leesburg Pike (Route 7), and on the east by Towlston Road, Old Dominion Drive and Difficult Run."

3.3 Any citizen, whether or not a member in good standing, is invited and welcome to express views at all Association meetings.

4. MEMBERSHIP MEETINGS

4.1 The regular membership meetings shall be held generally on the second Tuesday of each month except for July and August and a written notice stating the place, day, and the hour of each meeting shall be sent to each member at least seven days before the Meeting. The place of the meeting shall be within the community of Great Falls.

4.2 The annual meeting shall be held on the second Tuesday of each June beginning June, 1999 for the purpose of electing the members of the Executive Board. A written notice stating the place, day, and the hour shall be sent to each eligible member at least fourteen days prior to the meeting. The place of the meeting shall be within the community of Great Falls.

4.3 Special meetings may be called by a quorum of the Executive Board or upon the written request of thirteen members in good standing of the Association. A notice of special meeting stating the place, day, hour, and purpose for said meeting shall be communicated to the membership of the Association at least seven days before the meeting.

4.4 A quorum of twenty members shall be present to transact business. Otherwise, a majority of members present may adjourn a meeting without further notice. When a quorum is present, a majority of votes shall be required to pass on actions and resolutions in all cases.

4.5 All questions of procedure or order of business including the duties of the Executive Board shall be addressed according to the latest edition of Roberts Rules of Order, newly revised. These rules shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any. special rules of order the Association may adopt.

5. EXECUTIVE BOARD

5.1 The Association shall be governed and managed by an elected Executive Board who are members in good standing. The Executive Board shall be elected by the regular membership at the annual meeting to serve a one year term beginning July 1st of every year. The Executive Board shall consist of seventeen (17) members, including four (4) elected officers - President, Vice-President, Secretary and Treasurer - twelve other elected Executive Board members, and the immediate past president.

5.2 The powers of the Executive Board and Officers must not exceed those stated in Article VII of the Articles of Incorporation. Parliamentary authority as stated in section 4.5 of the Bylaws shall govern Association affairs in all cases to which they are applicable and shall be consistent with these Bylaws. The Executive Board shall be charged with administering the affairs of the association within the purposes and objectives of the association established by the membership and which are consistent with these Bylaws.

5.3 The duties of the Executive Board shall be to undertake acts necessary to conduct Association affairs in keeping with the purposes stated in Article V of the Articles of Incorporation.

6. EXECUTIVE BOARD MEETINGS

6.1 The Executive Board shall meet genera11y, on the third Monday of each month except in unusual circumstances as determined by the President. Special meetings may be called by the President or four members of the Executive Board. A majority of the members may adjourn a meeting without further notice if there is no quorum.

6.2 A quorum shall be more than half of the current Members of the Executive Board. A quorum is required to conduct business, and a majority vote shall be required to pass on actions.

6.3 Notification of meetings may be communicated to the members of the Executive Board as determined by the President. However, if possible, the membership should receive written or printed notification.

7. VACANCIES

7.1 A majority of the members of the Executive Board may act to fill a vacant position for the unexpired term.

8. COMMITTEES

8.1 The President of the Executive Board may appoint committee chairs to the standing and special committees. The President shall be the ex-officio member of all committees except for the nominating committee. The special committees may be created by the President to accomplish specific purposes deemed necessary to carry out the work of the Association.

8.2 The chairs of all committees shall be responsible for appointing membership volunteers and/or non-members to serve on their respective committees in consultation with the President. The committee chairs or their assigns shall make recommendations to the Executive Board and/or the membership.

8.3 The standing committees and its functions shall be as follows:

1. Land Use and Zoning. A public advocacy service based upon purposes set forth in section 2.1 to examine, review and recommend appropriate action on land use matters and articulate Association objectives.

2. Transportation. A public advocacy service to examine, review and recommend appropriate action on transportation issues and articulate Association objectives.

3. Long range planning and development. A committee to develop and monitor a comprehensive master plan to preserve and enhance the character of Great Falls. This committee shall serve as forum of other citizens groups or agencies, and for ideas and exchange of information on planning matters.

4. Environment, Parks, and Trails. A committee to protect our natural and historic resources and to promote trail networks.

5. Communications and outreach. A vehicle to promote citizen participation in all aspects of the community - historic, economic, educational, recreational, cultural, and social activities.

9. NOMINATING COMMITTEE

9.1 Every March the Executive Board, by a majority vote, shall appoint a Chair and four other members of the Association to serve on a nominating committee to nominate candidates for positions on the Executive Board. No more than two members of that committee may be members of the current Executive Board. The nominees shall be communicated to the Association membership at least fourteen days prior to the May Meeting.

9.2 The nominating committee shall, to the extent possible, formulate a slate which is geographically representative of the community of Great Falls.

9.3 Nominations may be made from the floor at the May membership meetings provided that the nominees so nominated consent in person or in writing. All nominations shall be presented to the membership in the notice of the annual meeting.

9.4 The Chair of the nominating committee shall preside at the election in all aspects of the meeting and be responsible for counting the votes and posting of the results in a public format.

10. FINANCIAL

10.1 The fiscal year of the Association shall begin July 1 of each year and end the following June 30th.

10.2 An Annual Report containing a proposed budget for the next fiscal year shall be endorsed by the Executive Board, and shall be presented to the membership at the annual meeting.

10.3 Each quarter the Treasurer shall issue a financial statement or make a report to the membership at a regular meeting.

10.4 The budget shall be approved by the membership at the next general membership meeting following the annual meeting. Unbudgeted expenditures in excess of $500 shall be presented to the general membership for approval.

11. AMENDMENT OF BYLAWS

11.1 The Bylaws of this Association may be amended by members at a membership meeting by two-thirds vote of members present when there is a quorum, but with no less than thirteen approval votes. Amendments must be proposed in writing at a previous meeting with notification sent to members in good standing at least 20 days prior to the next membership meeting where actions may be taken.