Adopted 2/8/00, Amended 11/6/01

HULL'S ANGELS BYLAWS

ARTICLE I - NAME & LOCATION

The name of the corporation shall be Hull's Angels, Inc. (Referred to hereafter as Hull's Angels). The office of Hull's Angels shall be located in Lexington or Rockbridge County, Virginia.

ARTICLE II - PURPOSE

II.1 PURPOSE - The purposes of Hull's Angels shall be:

a. To promote the preservation of the historic Hull's Drive-In Theater in Rockbridge County, Virginia as an active drive-in theater.

b. To aid in the preservation of the fast disappearing culture of the rural-American drive-in theater. Specifically to preserve the history and traditions established by the late Sebert Hull in the forty years that he operated Hull's Drive-In Theater.

c. To make affordable family entertainment available to all citizens of the Rockbridge area.

d. The corporation is organized exclusively for charitable, religious, educational and scientific purposes, including such purposes, the making of distributions to organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future tax code).

ARTICLE III - MEMBERSHIP

III.1 MEMBERSHIP - Membership shall be open to all persons who are in agreement with the purposes of Hull's Angels. The powers of the corporation shall be vested with the membership.

III.2 DUES - Minimum annual dues of $5 per person shall be a requirement for membership. The Board or Membership shall set the amount and due date of suggested annual dues.

ARTICLE IV - BOARD OF DIRECTORS & OFFICERS

IV.1 BOARD - The Board of Directors (hereafter referred to as the Board) shall be empowered to transact the business of the corporation between meetings of the Members. The number of Directors of the corporation shall be not less than ten nor more than twenty. All Directors shall be members of the corporation. The Board of Directors shall include all officers of the corporation.

IV.2 OFFICERS - The Officers and their duties shall be as follows:

a. Co-Chairs(2)-- shall be responsible for organizing meetings and arranging for facilitation, coordinating committee work, coordinating communication with the membership, and acting as spokespersons.

b. Treasurer-- shall be responsible for all monies received and paid out by Hull's Angels, oversee the keeping of accurate financial records, and present a budget and other reports as requested by the Board.

c. Secretary or Co-Secretaries(2)-- shall be responsible for keeping minutes of meetings and distributing the minutes in a timely fashion to the Board and other Members as requested, and shall be responsible for notifying the Board and/or Membership of upcoming meetings.

d. Database Manager-- shall be responsible for keeping up-to-date records of the Hull's Angels membership, provide information to the Board and Officers, and provide mailing labels and reports as requested by the Board.

e. Other Officers-- the Board may from time to time appoint officers to fulfill the legal requirements of the corporation. The duties of such officers shall be limited to those necessary to fulfill any legal requirements. Such officers shall at all times act as representatives of, and in accordance with the wishes of, the Board.

ARTICLE V - ELECTIONS

V.1 NOMINATING COMMITTEE - A nominating committee shall be appointed by the Board prior to the annual meeting and at other times as deemed necessary. The nominating committee shall submit a list of nominees to fill open positions for the Board and Officers. Any member may make a nomination from the floor of the meeting.

V.2 BOARD OF DIRECTORS - Directors shall be elected for a term of two years. Approximately half of the Board should be elected each year at the annual meeting. Each member will be given one vote for each open position on the Board.

V.3 OFFICERS - All officers shall be elected for a term of two years. A co-chair shall be elected each year at the annual meeting and the treasurer and database manager shall be elected every other year. If co-secretaries are desired then one shall be elected at each annual meeting. If a single secretary is desired then election shall be every other year. In the event of more than two candidates for any position, instant-runoff voting will be used.

V.4 ELECTIONS BETWEEN ANNUAL MEETINGS - Officer or Board positions may be filled by a majority vote at any regular Board meeting. The term of office shall be until the next annual meeting or the unexpired term of the previous occupant.

V.5 REMOVAL - An Officer or Board member may be removed from office by a majority vote at any meeting of the Membership or Board. The membership or board must be notified as per articles VI.5 and VI.6 that such a vote will be taken.

Officers or Board members who miss three consecutive regular meetings may be removed as outlined above.

ARTICLE VI - MEETINGS

VI.1 ANNUAL MEETING - There shall be an annual meeting of the membership each October. The Board shall set the time and place of the meeting. Members are invited to submit agenda items. All agenda items should be submitted to one of the co-chairs, in writing, at least one week prior to the meeting.

VI.2 BOARD MEETINGS - The Board shall meet at least four times each year. The Board shall set the time and place of its meetings and may choose to meet more often.

VI.3 COMMITTEE MEETINGS - Committees shall meet as directed by the Board or, lacking direction from the Board, as the committee determines necessary.

VI.4 OPEN MEETINGS - All meetings of Hull's Angels shall be open to the membership at-large and the public. Those attending meetings of bodies which they are not a member of may be asked to restrict themselves to being observers.

a. Closed Sessions-- The Board and Committees may close parts of their meetings to discuss issues requiring privacy such as personnel issues and financial negotiations. The minutes of the meetings shall reflect such closed sessions and give a general description of the topic discussed.

b. Minutes Of Closed Sessions-- Minutes shall be kept of any closed sessions of meetings. Access to those minutes shall be restricted to members of the Committee or Board which held the closed session until such time as that Committee or Board decides to open those minutes.

VI.5 MEETING NOTIFICATION - Each member shall be notified in writing at least two weeks prior to the annual meeting. Board members shall be notified at least one week prior to regular board meetings. Meetings may be adjourned to another date without the requirement of additional notification.

VI.6 SPECIAL MEETINGS - A special meeting of the membership may be called at the request of 25 members or 10% of the members. The membership must be notified of the date and reason for such a meeting at least one week in advance. A special meeting of the Board may be called at the request of 25 members or 10% of the members or four of the Board members. Board members must be notified of the date and reason for such a meeting at least 24 (preferably 48) hours in advance.

ARTICLE VII - DECISIONMAKING - PROCESS

VII.1 CONSENSUS - The various bodies of Hull's Angels shall strive for consensus in their decision-making processes as outlined in C.T. Butler's On Conflict & Consensus. Minor decisions such as scheduling and process may be decided by a majority vote. The Board or Committees may allow members at-large to participate in consensus process. In the event that a vote must be taken, then only the members of the Board or Committee which is meeting shall vote.

VII.2 VOTING - In the event that there may not be time available to come to consensus on a time-critical question, a vote may be called for. If a majority desires, a vote will be taken on the question. A vote of 60% shall affirm a decision.

VII.3 QUORUM - A quorum of at least 5% of the members shall be required to make decisions at a membership meeting. A quorum of at least 40% of the Directors shall be required to make decisions at Board meetings.

VII.4 RESPECT - Participants in meetings of Hull's Angels are expected to treat each other with gentleness and consideration. Persons who violate this standard may be asked to remain silent and/or leave the meeting. First-time attendees at Board meetings are requested to use their time to observe how the meetings are conducted and to familiarize themselves with the issues at hand without hindering the progress of the meeting. The Board should attempt to make observers feel welcome and informed and encourage their input at appropriate times.

VII.5 DECISIONS BETWEEN MEETINGS - In the event that a board decision is deemed necessary before the next scheduled meeting, a board member may request that the Co-Chairs conduct a poll of the board to determine if a decision can be made. All board members must be notified of the question and should have at least 24 hours to respond. An affirmative vote by two-thirds of all board members shall affirm a decision.

ARTICLE VIII - COMMITTEES

VIII.1 COMMITTEES - The Board may create such committees as the business of Hull's Angels may require. Such committees may be of a permanent or temporary nature.

VIII.2 MEMBERS - Each committee shall have a minimum of two members. All committee members shall be approved and/or removed by the Board or Membership.

VIII.3 CHAIR - Each committee shall have a Committee Chair, or Co-Chairs (2), who shall be appointed by the Board or Membership, or selected by the members of the committee. It shall be the responsibility of the Chair(s) to convene meetings of the committee, arrange for facilitation of committee meetings, coordinate the work of the committee, coordinate work with other committees, and report to the Board and/or Membership.

ARTICLE IX - BYLAWS

These bylaws may be adopted, amended, altered or rescinded by the Membership or Board. Written notice of proposed changes to the bylaws must be provided to the Membership or Board at least thirty days prior to any meeting at which changes to the bylaws are to be considered. Changes to the bylaws may be approved by consensus or a 75% vote of those Members (Membership meeting) or Directors (Board meeting) voting.

ARTICLE X - INDEMNIFICATION

The corporation shall provide indemnification to its directors, officers, employees and agents in conformity with the provisions of Article 9, Section 13.1-875 through 13.1-883 of the Code of Virginia 1950, as amended.

ARTICLE XI - DISSOLUTION

XI.1 DISSOLUTION - Hull's Angels, Inc. may be dissolved by a two thirds vote of the Membership (Membership meeting) or Board (Board meeting). All members must receive notice of the agenda and date of such a meeting at least 60 days prior to the meeting.

XI.2 ASSETS - In the event of dissolution of Hull's Angels, any assets remaining after the satisfaction of all obligations of the corporation shall be distributed for purposes within the scope of Internal Revenue Service Code 501(c)(3) or amendments thereof.

ARTICLE XII - FISCAL YEAR

The fiscal year for Hull's Angels shall run from January 1 to December 31.