BYLAWS

OF

WMACSA, INC.

A Virginia Nonstock Corporation

Adopted: July 2nd, 2026

ARTICLE I

NAME AND OFFICES

Section 1. Name.

The name of the corporation is WMACSA, Inc. (the "Corporation"), as set forth in the Articles of Incorporation.

Section 2. Principal Office.

The principal office of the Corporation shall be located at such place within the Commonwealth of Virginia as the Board of Directors may from time to time determine. The Corporation may have such other offices as the Board may designate.

Section 3. Registered Office.

The Corporation shall continuously maintain a registered office in the Commonwealth of Virginia, which may be, but need not be, the same as the Corporation's principal office. The address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

PURPOSES

The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and shall conduct its activities consistent with the purposes set forth in its Articles of Incorporation.

ARTICLE III

MEMBERSHIP

Section 1. Members.

The Corporation shall have members within the meaning of the Virginia Nonstock Corporation Act, Va. Code § 13.1-801 et seq. The membership and the rights, qualifications, and obligations of members shall be as set forth in these Bylaws and in the Membership Terms and Conditions adopted by the Board of Directors from time to time.

Section 2. Eligibility for Membership.

Membership shall be open to any individual who supports the purposes of the Corporation, complies with these Bylaws and the Membership Terms and Conditions, and pays such dues as the Board of Directors may establish.

Section 3. Admission to Membership.

A person becomes a member of the Corporation upon (a) submission of a complete application in the form prescribed by the Corporation, (b) payment of dues for the then-current dues period, and (c) acceptance of the Membership Terms and Conditions. The Secretary shall maintain the official roster of members.

Section 4. Annual Dues.

Annual dues for membership shall be established by the Board of Directors. The initial annual dues are twenty-five dollars ($25.00). Dues are not refundable except in such circumstances as the Board may determine in its discretion.

Section 5. Good Standing.

A member is in "Good Standing" if such member (a) has paid current dues, (b) is in compliance with the Membership Terms and Conditions and the Code of Conduct, and (c) is not subject to suspension or termination. Only members in Good Standing are entitled to exercise voting rights and other rights of members under these Bylaws.

Section 6. Voting Eligibility.

To be eligible to vote in elections for the Board of Directors and on other matters submitted to the membership, a member must (a) be in Good Standing as of the date of the meeting or ballot, and (b) have attended in person, virtually, or by other means recognized by the Board at least four (4) monthly educational meetings of the Corporation during the then-current fiscal year. Attendance shall be tracked by the Secretary using sign-in records, registration data, or equivalent means.

Section 7. Termination of Membership.

A member's membership terminates upon (a) the member's written resignation submitted to the Secretary, (b) failure to renew dues by the end of any applicable grace period, (c) the member's death, or (d) termination by the Board for cause as provided in the Membership Terms and Conditions and the Code of Conduct.

Section 8. No Property Interest.

No member shall have any property interest in the assets of the Corporation, in dues paid, or in any benefit conferred by the Corporation. Upon termination of membership for any reason, all rights of the member in the Corporation shall cease.

Section 9. Transferability.

Membership in the Corporation is personal to the member and shall not be transferred, assigned, or pledged.

ARTICLE IV

MEETINGS OF MEMBERS

Section 1. Annual Meeting.

The Corporation shall hold an annual meeting of its members each year in June of each year, on a date and at a time and place fixed by the Board of Directors. The Annual Meeting shall be held for the election of the Board of Directors, receipt of annual reports from the officers, and the transaction of such other business as may properly come before the meeting.

Section 2. Special Meetings.

Special meetings of the members may be called by (a) the President, (b) a majority of the Board of Directors, or (c) members representing at least ten percent (10%) of all members entitled to vote. A request to call a special meeting under clause (c) shall be in writing, signed by the requesting members, and delivered to the Secretary, specifying the purpose or purposes of the proposed meeting.

Section 3. Notice of Meetings.

Written notice of every meeting of members shall be given to each member entitled to vote at the meeting, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, as required by Va. Code § 13.1-845. The notice shall state the date, time, and place of the meeting, and in the case of a special meeting, the purpose for which the meeting is called. Notice may be delivered by United States mail, by electronic mail to the email address on file for the member, or by such other means as the member may have consented to in writing.

Section 4. Quorum.

A quorum at any meeting of members shall consist of ten percent (10%) of the members entitled to vote at such meeting, present in person, by electronic participation as permitted under these Bylaws. If a quorum is not present, the meeting may be adjourned to a later date by a majority of the members present, without further notice if the date, time, and place of the adjourned meeting are announced at the meeting.

Section 5. Voting.

Each member in Good Standing who meets the voting eligibility requirements of Article III, Section 6 shall be entitled to one vote on each matter submitted to a vote of the members. Except as otherwise provided in these Bylaws or the Articles of Incorporation, action by the members shall require the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present.

Section 6. Proxies.

Voting by proxy is not permitted under these Bylaws.

Section 7. Electronic Participation and Absentee Voting.

The Board of Directors may authorize members to participate in any meeting of members by means of electronic communication, such as video conference or telephone, by which all persons participating in the meeting can simultaneously hear or communicate with each other. The Board may also authorize voting by absentee ballot, electronic ballot, or mail-in ballot in connection with elections of the Board of Directors and other matters submitted to the members. The Board shall establish reasonable procedures for the validation, tabulation, and confidentiality of such ballots.

Section 8. Action Without a Meeting.

Any action required or permitted to be taken at a meeting of members may be taken without a meeting if the action is taken by unanimous written consent of all members entitled to vote on the action. The action shall be evidenced by one or more written consents stating the action taken, signed by each member entitled to vote on the action, and delivered to the Secretary for inclusion in the records of the Corporation.

Section 9. Order of Business.

The order of business at the Annual Meeting and other meetings of members shall be determined by the President, subject to the agenda set forth in the meeting notice and to any rules of order adopted by the Board of Directors. In the absence of specific rules, meetings shall be conducted in general accordance with Robert's Rules of Order, Newly Revised, to the extent not inconsistent with these Bylaws or applicable law.

ARTICLE V

BOARD OF DIRECTORS

Section 1. General Powers.

The affairs of the Corporation shall be managed by, or under the direction of, a Board of Directors. The Board shall have all powers necessary or appropriate for the management of the affairs of the Corporation, subject to the provisions of the Virginia Nonstock Corporation Act, the Articles of Incorporation, and these Bylaws.

Section 2. Composition of the Board.

The Board of Directors shall consist of seven (7) voting directors elected by the members, comprising:

1. Five (5) Officers, namely the President, Vice President, Secretary, Treasurer, and Chief Technology Officer; and
2. Two (2) Advisors, comprising Advisor Seat 1 and Advisor Seat 2 as further described in Article VII.

Each director shall have one vote on all matters before the Board, with no distinction in voting power between Officers and Advisors.

Section 3. Qualifications.

To be eligible to serve as a director, a person must (a) be a member in Good Standing of the Corporation, (b) be at least eighteen (18) years of age, and (c) have attended in person, virtually, or by other means recognized by the Board at least four (4) monthly educational meetings of the Corporation during the fiscal year immediately preceding the year in which the term of office begins.

Section 4. Mutually Exclusive Service.

No person may simultaneously hold an Officer position and an Advisor seat. A person who wishes to seek election to a different Board position than the one currently held must not stand for the position currently held in the same election cycle.

Section 5. Term of Office.

Each director shall serve a term of one (1) year, commencing July 1 immediately following the Annual Meeting at which the director was elected (or, in the case of the Advisor Seat 1 holder, immediately following the conclusion of the prior President's term) and ending the following June 30, or until a successor has been elected and qualified.

Section 6. Term Limits.

The President is limited to two (2) consecutive one-year terms in the office of President. After two consecutive terms as President, an individual may not serve as President again until at least one year has elapsed. There is no term limit on service as Vice President, Secretary, Treasurer, Chief Technology Officer, or as Advisor in Seat 2.

Section 7. Vacancies.

Any vacancy in the Board of Directors arising during a term due to resignation, removal, death, or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum. A director elected to fill a vacancy shall serve for the unexpired portion of the term and until a successor is elected and qualified. The Board's appointment to fill a vacancy does not require the same eligibility requirements as election by the members; however, the Board shall give preference to a person meeting the eligibility requirements.

Section 8. Resignation.

Any director may resign at any time by delivering written notice to the President or Secretary. The resignation is effective when delivered unless the notice specifies a later effective date.

Section 9. Removal.

Any director may be removed, with or without cause, by the affirmative vote of two-thirds (2/3) of the members entitled to vote at a meeting called for that purpose, after the affected director has been provided written notice and an opportunity to be heard. A director may also be removed by the affirmative vote of two-thirds (2/3) of the other directors then in office for any of the following causes: (a) failure to attend three (3) consecutive Board meetings without acceptable explanation; (b) breach of fiduciary duty; (c) violation of the Code of Conduct or Conflict of Interest Policy; or (d) any other cause warranting removal as determined by the Board.

Section 10. Compensation.

Directors shall serve without compensation. The Corporation may, however, reimburse directors for reasonable expenses incurred in the performance of their duties on behalf of the Corporation, in accordance with policies adopted by the Board.

ARTICLE VI

OFFICERS

Section 1. Officer Positions.

The Officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and a Chief Technology Officer. All Officers shall be elected directly by the members.

Section 2. Concurrent Office Holding.

Subject to the limitations of applicable law, one person may hold more than one office concurrently, except that the offices of President and Secretary may not be held by the same person at the same time.

Section 3. President.

The President shall be the principal officer of the Corporation and shall, subject to the direction of the Board of Directors, supervise and control the affairs of the Corporation. The President shall preside at all meetings of members and of the Board of Directors. The President shall sign on behalf of the Corporation such contracts, deeds, agreements, and other instruments as may be authorized by the Board. The President shall perform such other duties as are usually incident to the office and as the Board may assign. The President is limited to two (2) consecutive one-year terms.

Section 4. Vice President.

The Vice President shall, in the absence or incapacity of the President, perform the duties and exercise the authority of the President. The Vice President shall perform such other duties as the President or the Board may assign.

Section 5. Secretary.

The Secretary shall be responsible for: (a) keeping the minutes of meetings of members and of the Board of Directors; (b) giving notices of meetings as required by these Bylaws or applicable law; (c) maintaining the membership roster and member records; (d) maintaining custody of the Corporation's corporate records, including the Articles of Incorporation, Bylaws, policies, resolutions, and signed acknowledgments; (e) ensuring the Corporation's records are available for inspection as required by law; and (f) performing such other duties as the President or the Board may assign.

Section 6. Treasurer.

The Treasurer shall be responsible for: (a) the care and custody of all funds and securities of the Corporation; (b) keeping complete and accurate financial records; (c) preparing financial reports for presentation at Board meetings and the Annual Meeting; (d) filing or coordinating the filing of all required tax returns, including the annual Form 990 series filing with the Internal Revenue Service; (e) reconciling bank and other financial accounts; (f) overseeing compliance with the Banking Resolution and other financial policies adopted by the Board; and (g) performing such other duties as the President or the Board may assign.

Section 7. Chief Technology Officer.

The Chief Technology Officer shall be responsible for: (a) overseeing the Corporation's information technology systems, including its membership management platform, electronic communications, website, and document storage systems; (b) administering user accounts, access controls, and security measures; (c) supporting the integration of technology with the operational needs of other Officers; and (d) performing such other duties as the President or the Board may assign.

Section 8. Election of Officers.

Officers shall be elected by the members at the Annual Meeting in accordance with Article VIII. Each Officer position shall be elected separately. Nominees for Officer positions must meet the eligibility requirements of Article V, Section 3.

Section 9. Vacancies in Officer Positions.

A vacancy in any Officer position shall be filled in accordance with Article V, Section 7.

ARTICLE VII

ADVISORS

Section 1. Advisor Positions.

The Board of Directors shall include two (2) Advisors, designated Advisor Seat 1 and Advisor Seat 2. Each Advisor shall be a voting director of the Corporation with the same voting power, fiduciary duties, and authorities as Officer-Directors, except as expressly provided otherwise in these Bylaws.

Section 2. Advisor Seat 1 — Immediate Past President.

Advisor Seat 1 shall be filled automatically by the individual who served as President during the immediately preceding fiscal year (the "Immediate Past President"). The Immediate Past President shall serve in Advisor Seat 1 for a term of one (1) year, commencing July 1 of the fiscal year immediately following the conclusion of such individual's presidential service and ending the following June 30.

If the Immediate Past President is unable or unwilling to serve, declines the seat, becomes ineligible under Section 4 of this Article, or in any year in which there is no Immediate Past President (such as any year in which the prior President is serving a consecutive term as President), Advisor Seat 1 shall instead become an open elected seat filled in the same manner as Advisor Seat 2 for that year.

Section 3. Advisor Seat 2 — Open Elected Seat.

Advisor Seat 2 shall be an open seat filled by direct election of the members at the Annual Meeting. Advisor Seat 2 shall be filled for a term of one (1) year. There is no term limit applicable to Advisor Seat 2; a person may serve consecutive one-year terms in Advisor Seat 2 without restriction.

Section 4. Eligibility for Advisor Service.

To be eligible to serve in Advisor Seat 2 (or in Advisor Seat 1 when filled by election under Section 2 of this Article), a person must meet the eligibility requirements of Article V, Section 3. The Immediate Past President who automatically fills Advisor Seat 1 is not required to meet the four-meeting attendance requirement during the fiscal year preceding service in Advisor Seat 1, but must be a member in Good Standing at the time the seat is filled.

Section 5. Duties of Advisors.

Advisors shall perform such duties as the Board of Directors may assign, including without limitation: (a) attending Board meetings and contributing to Board deliberations; (b) providing institutional knowledge, perspective, and continuity in support of the Corporation's mission; (c) serving on Board committees as appointed; (d) supporting the orientation and onboarding of newly elected Officers; and (e) performing such other duties as the President or the Board may assign. The Immediate Past President serving in Advisor Seat 1 shall additionally provide guidance and continuity to the current President as requested.

Section 6. Mutually Exclusive Service.

A person serving as an Advisor may not simultaneously hold an Officer position. A person who served as President in the immediately preceding fiscal year may not stand for election to an Officer position for the fiscal year in which such person would automatically fill Advisor Seat 1 unless such person first declines the Advisor Seat 1 position. A person declining Advisor Seat 1 to seek an Officer position shall provide written notice to the Election Committee no later than the deadline for nominations under Article VIII.

ARTICLE VIII

ELECTIONS

Section 1. Election Cycle.

Elections for the Board of Directors shall be held annually at the June Annual Meeting. The election cycle shall proceed in accordance with the following schedule:

1. By the end of February: The President shall appoint an Election Committee of at least three (3) members in Good Standing, none of whom is then serving as an Officer or Advisor or seeking election to any Board position in the upcoming election cycle.
2. During March: The Election Committee shall solicit nominations from the membership for each Officer position and for Advisor Seat 2 (and for Advisor Seat 1 if it will be an open seat in the upcoming cycle). The nomination period shall close on March 31.
3. By the end of April: The Election Committee shall verify the eligibility of all nominees, confirm each nominee's willingness to serve, and prepare the official slate of candidates. The slate shall be presented at the April monthly meeting.
4. By early May: The Secretary shall distribute the Annual Meeting notice, including the slate of candidates and any absentee or electronic ballot materials, to all members no fewer than ten (10) days and no more than sixty (60) days before the Annual Meeting.
5. At the June Annual Meeting: The election shall be conducted, ballots counted, and results announced.
6. July 1: Newly elected directors take office.

Section 2. Slate of Candidates.

The Election Committee shall present a slate identifying nominees for each of the following positions:

1. President
2. Vice President
3. Secretary
4. Treasurer
5. Chief Technology Officer
6. Advisor Seat 2
7. Advisor Seat 1 (only in years where it is an open elected seat under Article VII, Section 2)

Multiple candidates may stand for the same position. If no nominees are received for a particular position by the close of the nomination period, the Election Committee may continue to solicit nominations through the date of the Annual Meeting, or the Board may fill the position by appointment after the election in accordance with Article V, Section 7.

Section 3. Floor Nominations.

Additional nominations from the floor may be made at the Annual Meeting, provided the floor nominee meets all eligibility requirements and has consented to serve.

Section 4. Voting Procedure.

Voting in elections shall be by secret ballot, whether in person or by electronic ballot. Each member in Good Standing who meets the voting eligibility requirements of Article III, Section 6 shall be entitled to cast one vote for each contested position. The candidate receiving the largest number of votes for each position shall be elected. In the event of a tie, the tie shall be broken by a runoff vote among the tied candidates, conducted at the Annual Meeting or by such other method as the Election Committee may direct.

Section 5. Election Records.

The Election Committee shall certify the results of the election to the Secretary, who shall preserve all ballots, certification, and related records for at least three (3) years following the election. The Secretary shall record the election results in the minutes of the Annual Meeting.

ARTICLE IX

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Regular Meetings.

The Board of Directors shall hold regular meetings at least quarterly, on such dates and at such times and places as the Board may determine. The President or the Board may schedule additional regular meetings.

Section 2. Special Meetings.

Special meetings of the Board may be called by the President or by any three (3) directors. Notice of a special meeting, stating the date, time, place, and purpose of the meeting, shall be given to each director not less than three (3) days before the meeting, by personal delivery, telephone, email, or other reliable means.

Section 3. Notice.

Notice of regular Board meetings shall be given at least three (3) days in advance unless a regular meeting schedule has been adopted by the Board, in which case no additional notice is required for meetings on the adopted schedule. A director's attendance at or participation in a meeting shall constitute a waiver of any required notice unless the director objects at the beginning of the meeting to the lack of notice and does not thereafter vote or assent to action taken at the meeting.

Section 4. Quorum.

A quorum at any meeting of the Board of Directors shall consist of a majority of the directors then in office. When the Board is at its full authorized size of seven (7) directors, a quorum is four (4) directors. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, except as otherwise provided in these Bylaws.

Section 5. Electronic Participation.

Directors may participate in any meeting of the Board by means of conference telephone, video conference, or other electronic communication by which all persons participating in the meeting can simultaneously hear or communicate with each other. Such participation shall constitute presence in person at the meeting, in accordance with Va. Code § 13.1-865.1.

Section 6. Action Without a Meeting.

Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if the action is taken by unanimous written consent of all directors then in office. The consent shall be evidenced by one or more written consents (including electronic consents) stating the action taken, signed by each director, and delivered to the Secretary for inclusion in the records of the Corporation.

Section 7. Voting.

Each director shall have one vote on each matter before the Board, regardless of whether the director holds an Officer position or an Advisor seat. Voting shall be by voice vote unless a roll-call vote is requested by any director.

Section 8. Conflicts of Interest.

All directors shall comply with the Corporation's Conflict of Interest Policy. A director who has a material financial interest in a matter before the Board shall disclose the interest and shall not vote on the matter, in accordance with that policy.

ARTICLE X

COMMITTEES

Section 1. Standing Committees.

The Board of Directors may establish such standing committees as it determines appropriate to assist in the conduct of the Corporation's affairs, including without limitation a Scholarship Committee, an Audit or Finance Committee, and a Communications Committee.

Section 2. Special Committees.

The President or the Board may appoint special committees for limited purposes and for limited terms.

Section 3. Election Committee.

The Election Committee shall be appointed by the President in accordance with Article VIII, Section 1. The Election Committee shall serve until the conclusion of the election cycle for which it was appointed.

Section 4. Committee Authority.

Committees may make recommendations to the Board but shall not have authority to take action on behalf of the Corporation except as expressly delegated by the Board by resolution. Committees may not amend or repeal Bylaws, elect or remove directors or officers, adopt a plan of merger or dissolution, or take any other action reserved to the Board of Directors by law or by these Bylaws.

Section 5. Committee Procedures.

Each committee shall determine its own procedures, subject to direction from the Board. Committee meetings may be conducted in person or by electronic means. A majority of the committee members shall constitute a quorum.

ARTICLE XI

INDEMNIFICATION AND INSURANCE

Section 1. Indemnification.

To the maximum extent permitted by the Virginia Nonstock Corporation Act and other applicable law, the Corporation shall indemnify any director, officer, employee, or agent of the Corporation, and any person serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liabilities, expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending, or completed action, suit, or proceeding by reason of such service.

Section 2. Advancement of Expenses.

Expenses incurred by a director or officer in defending any action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of the action, upon receipt of a written undertaking by or on behalf of the director or officer to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified.

Section 3. Insurance.

The Corporation may purchase and maintain insurance on behalf of any director, officer, employee, or agent against any liability asserted against such person and incurred in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under this Article.

ARTICLE XII

FISCAL YEAR AND RECORDS

Section 1. Fiscal Year.

The fiscal year of the Corporation shall begin on July 1 and end on June 30 of each year, or such other period as the Board of Directors may from time to time determine.

Section 2. Records.

The Corporation shall keep at its principal office: (a) a copy of the Articles of Incorporation and all amendments; (b) a copy of these Bylaws and all amendments; (c) minutes of all meetings of members and directors and records of all actions taken without a meeting; (d) appropriate accounting records; (e) a current roster of members; (f) a current list of directors and officers; (g) all written communications to members generally within the past three (3) years; and (h) all other records required by law or the Corporation's adopted policies.

Section 3. Member Inspection Rights.

Members shall have the right to inspect and copy records of the Corporation as provided by Va. Code § 13.1-933, subject to such reasonable procedures and conditions as the Board may establish.

ARTICLE XIII

AMENDMENTS

Section 1. Amendment Procedure.

These Bylaws may be amended only by the affirmative vote of two-thirds (2/3) of the directors then in office recommending the amendment to the members, followed by the affirmative vote of two-thirds (2/3) of the members voting at a meeting called for that purpose at which a quorum is present.

Section 2. Notice.

Notice of any proposed amendment to these Bylaws, together with the text of the proposed amendment, shall be included in the notice of the meeting at which the amendment will be considered.

Section 3. Consistency with Articles and Law.

No amendment to these Bylaws shall be valid to the extent it conflicts with the Articles of Incorporation or applicable law, including without limitation the requirements of Section 501(c)(3) of the Code.

ARTICLE XIV

MISCELLANEOUS

Section 1. Severability.

If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Section 2. Governing Law.

These Bylaws shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the federal laws of the United States applicable to tax-exempt organizations.

Section 3. Headings.

Headings used in these Bylaws are for convenience only and shall not affect the interpretation or construction of any provision.

Section 4. Effective Date.

These Bylaws are effective as of the date adopted by the Board of Directors.