BYLAWS OF NewVa Corridor TECHNOLOGY COUNCIL, INC.

Article I: Purpose

The corporation (the "Council") is organized and shall be operated as a business league within the meaning of §501(c)(6) of the Internal Revenue Code of 1986, as amended, and shall have the purposes specifically set forth in the Council's Articles of Incorporation.

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Article II: Definition of Terms

Unless otherwise stated in these Bylaws, all of the terms used in these Bylaws which are defined in Section 13.1-803 of the Code of Virginia of 1950, as amended (the "Code") shall be deemed to have the meaning set forth in such Section of the Code.

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Article III: Emergency Bylaws

In the event that a quorum of the Council's Board of Directors cannot readily be assembled because of some catastrophic event, the Board of Directors of the Council may, consistent with Section 13.1-824 of the Code, adopt other bylaws to be effective only during such an emergency (the "Emergency Bylaws"). The Emergency Bylaws shall be subject to amendment or repeal by the Board of Directors, and shall provide procedures for calling a meeting of the Board of Directors, quorum requirements for the meeting, designation of additional or substitute directors, and other similar provisions necessary for managing the Council during such an emergency. All provisions of these Bylaws consistent with the Emergency Bylaws shall remain effective during such emergency. The Emergency Bylaws shall not be effective after such emergency ends. Corporate action taken in good faith in accordance the Emergency Bylaws shall bind the Council and may not be used to impose liability on a director, officer, employee or agent of the Council.

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Article IV: Corporate Powers

Unless the Council's Articles of Incorporation provide otherwise, the Council shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, those powers enumerated in Section 13.1-826 of the Code. In the event of an emergency as described in Article III immediately preceding, the Board of Directors shall have those emergency powers enumerated in Section 13.1-827 of the Code.

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Article V: Nonstock Corporation

In accordance with Section 13.1-814 of the Code, the Council shall not issue shares of stock. No dividend shall be paid and no part of the income of the Council shall be distributed to its directors, officers or members.

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Article VI: Members

6.1 Members. The Council shall have the following classes of membership:

(a) Members. Organizations and individuals that manufacture, design, develop, fabricate, research, market, service, or use advance technology products or applications of advanced technology as a significant part of their business, including software developers, computer systems designers and suppliers, telecommunications companies, manufacturing companies, Internet providers, Internet content developers, and systems integrators, may be Members of the Council. Educational institutions may also be Members.

(b) Associate Members. Organizations and individuals that provide financial, legal, accounting, insurance, or other similar services to Members may be Associate Members of the Council.

(c) Honorary Members. The Board of Directors may, from time to time, bestow honorary memberships upon organizations or individuals, as determined by the Board of Directors in its sole discretion, with such rights of membership as the Board of Directors may, from time to time, determine appropriate; provided, however, Honorary Members shall not be entitled to vote.

(d) Member Responsibilities. Annual dues and other membership responsibilities will be established, from time to time, by resolution of a majority of the members of the Board of Directors.

(e) Membership Status. The Board of Directors of the Council shall accept applications for individuals interested in becoming Members or Associate Members of the Council. Upon acceptance by the Board of Directors of a potential Member or potential Associate Member's application, such potential Member or potential Associate Member shall be afforded the rights of a Member or Associate Member.

6.2 Annual Meeting. The annual meeting of the Members, for the election of Directors and transaction of such other business as may come before the meeting, shall be held in each year on a day during the third week of April. All meetings of the Members shall be held at such place, either within or without the Commonwealth of Virginia, as from time to time may be fixed by the Directors.

6.3 Special Meeting. The President or a majority of the Members of the Board of Directors may call a special meeting of the Members for any purpose or purposes. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

6.4 Notice of Meetings. The Board of Directors shall mail written notice stating the place, day and hour of every meeting of the Members not less than ten nor more than sixty days before the date of the meeting to each member of record entitled to vote at such meeting. Notice shall be mailed to members entitled to vote at his, her or its address that appears in the record books of the Council. For any special meeting, the written notice shall state the purpose or purposes for which the meeting is called. Further notice shall be given as may be required by law. Meetings may be held without notice if all the members entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

6.5. Quorum. A majority of the members entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned for time to time by a majority of the Members present or represented by proxy without notice other than by announcement at the meeting.

6.6. Voting. At any meeting of the members each member shall have one vote, in person or by proxy. Every proxy shall be in writing, dated and signed by the member entitled to vote or his duly authorized attorney-in-fact. Pursuant to Section 13.1-846, the Board of Directors may conduct an election of the members of the Board of Directors by mailing ballots to the members.

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Article VII: Board of Directors

7.1 General Powers. The property, affairs and business of the Council shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the powers of the Council shall be vested in such Board of Directors.

7.2 Number. The Board of Directors shall consist of not less than 3 nor more than 30 persons. No person shall be denied membership on the Board of Directors by virtue of national origin, sex, religious affiliation, race, creed or color.

7.3 Elections. Directors, having been nominated by the Nominating Committee and recommended by the Board of Directors, shall be elected at each annual meeting of the Members to succeed those Directors whose terms have expired and to fill any vacancies then existing. The recommendation of the Board of Directors is not required for an individual to be elected to the Board of Directors.

7.4 Term. Except for the initial directors, each Director shall serve for a term of three years. Despite the expiration of a director’s term, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors. Directors shall be divided into three classes to prevent the terms of all of the Directors from expiring at one time. Each class of Directors shall be as nearly equally in number as possible. The number assigned to each class will be determined by, or in the manner provided in, these Bylaws or in the absence of any such provisions, then by the Directors prior to the election of a particular class.

7.5 Notice. The Secretary shall give not less than twenty-four hours' notice by letter, telephone of facsimile or all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

7.6 Resignation and Removal. A Director may resign at any time by delivering written notice to the Board of Directors, the President, or the Secretary. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A Director may be removed with or without cause by either (i) the majority vote of those Members having the authority to elect Directors as provided in these Bylaws or (ii) a majority vote of the members of the Board of Directors.

7.7 Vacancy. If a vacancy occurs on the Board of Directors between annual meetings, the vacancy may be filled by the affirmative vote of the Board of Directors. Any Director named between annual meetings shall serve for the un-expired term of the Director whom he is replacing.

7.8 Annual Meeting. The Board of Directors shall meet at least annually on the first Wednesday in May for the purpose of general organization, the election of directors, the election of officers, the designation of committees and consideration of any other business that may properly be brought before the meeting. If this day is a legal holiday, then the Board shall meet on the first day immediately following that is not a legal holiday. The failure to hold the annual meeting at the time stated herein shall not affect the validity of any corporate action.

7.9 Regular or Special Meeting in Addition to the Annual Meeting. Regular or special meetings of the Board of Directors may be held upon written notice by delivered not later than 24 hours preceding the time for the meeting, upon call of (i) the President or (ii) Secretary of the Council, or (iii) at least one third of the Directors.

7.10 Place of Meetings. Meetings of the Board of Directors, annual, regular or special, may be held either within or without the Commonwealth of Virginia.

7.11 Quorum and Voting. The Board of Directors may only act on a matter at a meeting at which a quorum is present. A quorum of the Board of Directors shall consist of not less than a majority of the number of directors on the board. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors.

7.12 Conduct of Meetings. The President shall preside over all meetings of the Directors. If he is not present, the Vice President or, if there be none, the Secretary shall preside. If none of the officers are present, the meeting shall elect a chairman. The Secretary of the Council shall act as secretary of the meetings if he is present. If he is not present, the officer presiding over the meeting shall appoint a secretary of the meeting. The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct a meeting through the use of, any means of communications by which all directors participating may simultaneously hear each other during the meeting.

7.13 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors 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 taken, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section is effective when the last director signs the consent unless the consent specifies a different 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. A consent signed under this Section shall have the same effect of a meeting vote and may be described as such in any document.

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8.1 Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors to chair such committees. Members of the committees other than the chairperson need not be Directors. Each committee shall have three or more members, who shall serve at the pleasure of the Board of Directors. The provisions of the Bylaws which govern meetings, action without meetings, and quorum and voting requirements of the Board of Directors, shall apply to committees and their members as well. Each committee may exercise the authority of the Board of Directors, subject to Section 13.1-869(D) of the Code.

8.2 Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, may elect an executive Committee that shall consist of not less than three Directors, including the President and Vice President. When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these Bylaws; provided however, that the Executive Committee shall not have power to (a) approve or recommend to Members action that the Code requires to be approved by Members; (b) fill vacancies on the Board of Directors or any of its committees; (c) amend the Articles of Incorporation pursuant to Section 13.1-885 of the Code; and (d) adopt, amend or repeal the Bylaws; (e) approve a plan of merger not requiring Member approval.

8.3 Finance Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, may elect a Finance Committee that shall consist of not less than three Directors, including the Treasurer. The Finance Committee shall consider and report to the Board with respect to the budget of the Council, the Council's financial health and status, and the financial plans for the Council. The Finance Committee shall also consider and report to the Board with respect to such other matters relating to the financial affairs of the Council as may be requested by the Board or the appropriate officers of the Council. The Finance Committee shall report periodically to the Board of Directors on all actions that it may have taken.

8.4 Nominating Committee. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, shall elect a Nominating Committee that shall consist of not less than three Directors nor more than seven. Members of the Nominating Committee Directors shall be divided into three classes. Each class of committee members shall be divided as nearly equally in number as possible, in the manner provided in these Bylaws or in the absence of any such provisions, then by the Directors prior to the election of a particular class. The Nominating Committee shall consider and recommend to the Board of Directors individuals for membership on the Board of Directors. The Nominating Committee shall give consideration to the existing make-up of the Board of Directors and the vacancies created by Directors the terms of whom have expired. The Nominating Committee shall attempt to ensure that the membership of the Board of Directors contains representatives of both large and small companies, as well as a diverse representation of the high technology industries in Southwest Virginia. The Nominating Committee will attempt to make certain that a majority of the Directors serving at any one time represent individual high technology companies.

8.5 Other Committees. The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, may establish such other standing or special committees of the Board as it may deem advisable. All such committees shall have not less than three members and authority of such committees shall be set forth in the resolutions establishing the same.

8.6 Meetings. Regular and special meetings of any Committee established pursuant to this

Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these Bylaws for regular and special meetings of the Board of Directors.

8.7 Quorum and Manner of Acting. A majority of the members of any Committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

8.8 Term of Office. Members of the Committee shall be elected as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.

8.9 Resignation and Removal. Any member of a Committee may resign at any time by giving written notice of his intention to do so to the President or the Secretary of the Council. Any member of a Committee may be removed, with or without cause, at any time by such vote of the Board of Directions as would suffice for his election.

8.10 Vacancies. Any vacancy occurring in a Committee resulting from any cause whatsoever may be filled by a majority of the number of Directors then serving.

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Article IX: Officers

9.1 General. The officers of the Council shall consist of a President and a Secretary, a Vice President, a Treasurer, and such other officers and assistant officers and agents as may be deemed necessary by the Board of Directors. All officers shall be elected by the Board of Directors and shall serve at the pleasure of the Board of Directors for such compensation as may be fixed by the Board. The same person may hold any two or more offices. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Board of Directors.

9.2 Resignation and Removal. An officer may resign at any time by delivering written notice to the Board of Directors. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made at a later date and the Council accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if his successor does not take office until the effective date. The Board of Directors may remove any officer at any time with or without cause and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

9.3 Vacancies. Whenever any vacancies shall occur in any office, the Board of Directors shall fill the vacancy.

9.4 The President. The President shall be the chief executive officer and shall have active executive management of the operations of the Council, subject to the control of the Board of Directors. The President shall preside at all meetings of the directors, discharge all the duties that devolve upon a presiding officer, see that all policies, orders and resolutions of the Board of Directors are carried out and perform such other duties as these Bylaws or the Board of Directors may prescribe. The President shall be an ex officio member of all committees of the Board of Directors.

9.5 The Secretary. The Secretary shall attend all meetings of the Board of Directors, and shall have the responsibility for preparing and maintaining custody of minutes of the directors meetings and for authenticating records of the Council. The Secretary shall keep or cause to be kept in a book provided for that purpose a true and complete record of the proceedings of all meetings. The Secretary shall be custodian of the records and the seal of the Council and shall see that the seal is affixed to all documents, the execution of which on behalf of the Council under its seal have been duly authorized. The Secretary shall attend to the giving of all notices and shall perform such other duties as these Bylaws or the Board of Directors may prescribe.

9.6 The Vice President. The Vice President shall be the President-elect of the Council. The Vice President shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as these Bylaws or the Board of Directors may prescribe.

9.7 The Treasurer. The Treasurer, if any, shall keep correct and complete records of account, showing accurately at all times the financial condition of the Council. The Treasurer shall be the legal custodian of all moneys, notes, securities, and other valuables that may from time to time come into the possession of the Council. The Treasurer shall immediately deposit all funds of the Council coming into his hands in some reliable bank or other depository to be designated by the Board of Directors, and shall keep this bank account in the name of the Council. The Treasurer shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Council, and shall perform such other duties as these Bylaws or the Board of Directors may prescribe.

9.8 Transfer of Authority. In case of the absence of any officer of the Council or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer the powers or duties of that office to any other officer or to any other director or employee of the Council.

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Article X: Special Corporate Acts Negotiable Instruments, Deeds And Contracts

All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Council; all deeds, mortgages, and other written contracts and agreements to which the Council shall be a party; and all assignments or endorsements of registered bonds or other securities owed by the Council, shall be signed by such officers as the Board may from time to time direct. The Board of Directors may authorized any one of its officers to sign any of such instruments, for and in behalf of the Council, without necessity of countersignature; may designate officers or employees of the Council, other than those named above, who may, in the name of the Council, sign such instruments; and may authorize the use of facsimile signatures of any of such persons.

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Article XI: Transactions With Directors

Any contract or other transaction between the Council and one or more of its directors, or between the Council and any firm of which one or more of its directors are members or employees, or in which they are interested, or between the Council and any Council or association of which one or more of its directors are shareholders, members, directors, officers or employees, or in which they are not interested, shall be valid for all purposes, notwithstanding the presence of the director or directors at the meeting of the Board of Directors of the Council that acts upon, or in reference to, the contract or transaction, and notwithstanding his or their participation in the action, if the fact of such interest be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize or ratify the contract or transaction, the interested director or directors to be counted in determining whether a quorum is present and to be entitled to vote on such authorization or ratification. This section shall be construed to invalidate any contract or other transaction that would otherwise be valid under the common and statutory law applicable to it.

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Article XII: Corporate Seal

The corporate seal shall be in such form as shall be approved by the Board of Directors.

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Article XIII: Fiscal Year

The Board of Directors, in its discretion and subject to applicable law, shall determine the fiscal year of the Council.

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Article XIV: Amendment To Bylaws

These Bylaws may be amended or repealed by the majority vote of the number of Directors fixed by these Bylaws at a duly called meeting where a quorum exists.

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Article XV: Implied Amendments

Any action taken or authorized by the Board of Directors which would be inconsistent with the Bylaws then in effect, but is taken or authorized by the affirmative vote of not less than the number of directors that would be required to amend these Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as if these Bylaws had been temporarily amended or suspended to the extent necessary to permit the specific action so taken or authorized.

June, 1998

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