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BYLAWS 
OF 
THE INTERNATIONAL 190SL GROUP


ARTICLE 1. GENERAL PROVISIONS

Section 1.1 Name. The name of this nonprofit corporation shall be THE INTERNATIONAL 
190SL GROUP, INC. (the "190SL Group").

Section 1.2 Purpose. The purpose of the Corporation is to establish and perpetuate an 
organization of owners of Mercedes-Benz 190SL automobiles, with the intent of long term preservation 
and enjoyment of the cars by the members. The specific purposes of the 190SL Group include, in 
addition to the general purposes set forth in the Articles of Incorporation, the promotion and advancement 
of the following:

(a) To encourage and facilitate high quality performance, operation, maintenance and 
restoration of the 190SL, including the sharing of technical and mechanical information 
among the membership;

(b) To establish and maintain mutually beneficial relationships with Daimler-Benz AG 
and their representatives, subsidiaries, and dealers throughout the world with the intent 
that the 190SL shall be preserved. The club shall endeavor to locate and make available 
190SL parts to the membership;

(c) To establish cooperative relationship with other organizations;

(d) To engage in driving, social and other events;

(e) To engage in any lawful act, activity or business not contrary to and for which a non 
stock corporation may be formed under the Virginia General Corporation Law (the 
"VGCL"), as the same from time to time may be amended; and

(f) To have and to exercise to the extent necessary or desirable for the accomplishment 
of any of the aforesaid purposes, and to the extent that they are not inconsistent with 
the aforesaid purposes, any and all powers conferred upon non stock corporations by 
the VGCL.

Section 1.3 Limitations. No part of the net earnings of the 190SL Group shall inure to the benefit 
of, or be distributed to, its directors, officers, or any other private person except that the 190SL 
Group shall be authorized to pay reasonable compensation for services rendered, to make 
payments in furtherance of the purposes of the 190SL Group and to make distributions to its 
members as authorized by the VGCL. The 190SL Group shall possess all powers which do not 
conflict with the aforesaid purposes for which the 190SL Group is organized, provided however, 
that the 190SL Group shall not carry on any activities not permitted to be carried on by a 
corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue 
Code or any subsequent law of the United States.

Section 1.4 Office. The principal office of the 190SL Group for its transaction of business shall 
be located in the state of Virginia.


ARTICLE 2. MEMBERS

Section 2.1 Classifications. The 190SL Group shall have classes of members as follows: 
Regular Members, Associate Members and Honorary Members.

(a) A Regular Member is defined as a person who owns or has an interest in the 
Mercedes-Benz 190SL automobile and has granted membership in accordance with 
Section 2.2 of these bylaws.

(b) An Associate Member is a spouse of a Regular Member, or dependents 18 years of 
age or older. Any Associate Member may become a Regular Member by application 
for membership and payment of dues. An Associate Member shall not have a voting 
right, shall not be able to become a Director or Officer of the 190SL Group, and shall 
not have the right to inspect corporate records.

(c) An Honorary Member is defined as a person who, in the opinion of the Board of 
Directors, has performed services for the 190SL Group warranting their appointment, 
by the Board of Directors, as an Honorary Member. An Honorary Member shall not 
have a voting right, shall not be able to become a Director or Officer of the 190SL 
Group, and shall not have the right to inspect the corporate records.

Section 2.2 Admission to Membership. Any person qualified and eligible for membership shall 
be admitted to membership only on the approval of the Board of Directors or the Board's 
Delegate, after review of a fully completed application submitted by such person in such form 
and in such manner as shall be prescribed by the Board of Directors and on payment of the first 
annual dues.

Section 2.3 Dues. The annual dues payable to the 190SL Group by members shall be in such 
amounts as shall be determined by resolution of the Board of Directors and Officers. Dues shall 
be payable for the first year on admission to membership, and annually thereafter at such time as 
may be fixed by the Board of Directors.

Section 2.4 Membership Roster. The 190SL Group shall keep in written form a membership 
roster containing the name and address of each member. A current roster minus the name of any 
member who has indicated that they do not wish their name given out shall be given annually to 
each member. The membership roster shall not be used for commercial purposes by anyone 
without the prior written permission of the Board of Directors.

Section 2.5 Non-liability of Members. A member of the 190SL Group shall not solely because of 
such membership, be personally liable for debts, obligations or liabilities of the 190SL Group. 
Members participating in 190SL Group activities do so at their own risk, and under no 
circumstances is the 190SL Group to be held responsible for the member's action.

Section 2.6 Liability of Members. No member, director or officer of the 190SL Group is 
authorized to incur any debts or obligations in the name of the International 190SL Group, Inc., 
without specific written approval of the President or the Board of Directors. Any unauthorized 
debts or obligations are the sole personal responsibility of the member, director or officer.

Section 2.7 Transferability of Membership. Neither the membership in the 190SL Group not any 
other membership rights in the membership may be transferred for value or otherwise.

Section 2.8 Automatic Termination of Membership. The membership and all rights of 
membership shall automatically terminate on the occurrence of for any of the following causes:

(a) Membership shall automatically terminate one year from the anniversary date of the 
member joining the 190SL Group and shall be renewed only upon payment of the 
membership fee for the following year; 

(b) Members who fail to pay their dues within 30 days from the time the same shall 
become due shall be notified by the 190SL Group. If payment is not made within the 
next succeeding 30 days, the member shall, without further notice and without 
hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of 
membership;

(c) A member's written request for such termination delivered to the President or 
Secretary of the 190SL Group personally, mailed, faxed or emailed. In no event will 
there be a refund of pro-rated unexpired dues;

(d) Where a membership is issued for a period of time, the expiration of such period of 
time; and 

(e) The death of a member, or the dissolution of the 190SL Group.



Section 2.9 Suspension of Expulsion of a Member. A member shall be suspended or expelled 
from the 190SL Group, and his membership terminated on the occurrence of any of the following 
causes, subject to the procedure in section 2.10:

(a) Violation of these by-laws;

(b) Unauthorized use of the Membership Roster;

(c) Incurring any debt or obligation involving the 190SL Group which is not authorized 
by the Board of Directors;

(d) Impersonating an Officer or Director of the 190SL Group, or acting as a 
representative, agent, or delegate of the 190SL Group of Board of Directors; and

(e) Any other act that in the opinion of the Board of Directors is detrimental to the 
welfare of the 190SL Group.

Section 2.10 Procedure for Suspension or Expulsion of Member. Any member who commits any 
of the acts stated in the previous section, shall be automatically suspended or expelled from the 
190SL Group and his membership shall automatically terminate thirty (30) days following such 
failure or commission, provided such member was given a fifteen (15) day prior written notice of 
the suspension, expulsion or termination. The notice shall be given personally to such member or 
sent by certified or registered mail to the last address of such member as shown on the 190SL 
Group records. The opportunity to be heard may, at the election of such member, be oral or in 
writing and shall occur not less than five (5) days before the effective date of the suspension, 
expulsion or termination. The hearing shall be conducted at a place to be set by the Board of 
Directors. The hearing shall be conducted in good faith and in a fair and reasonable manner. The 
appointed person or persons shall have exclusive power and authority to make a decision 
regarding the proposed suspension, expulsion, or termination.

Section 2.11 Effect of Termination. All rights of a member in the 190SL Group and its property 
shall cease on the termination of such member's membership. Termination shall not relieve the 
member from any obligation for charges incurred, services or benefits actually rendered, dues, or 
fees, or arising from contract or otherwise. The 190SL Group shall retain the right to enforce any 
such obligation or to obtain damages for its breach.

ARTICLE 3. MEETING OF MEMBERS

Section 3.1 Annual Meetings. The members shall meet annually, on such date, time and place, as 
shall be designated by the Board of Directors.

Section 3.2 Special Meetings. Special meetings of members may be called by the Board of 
Directors, or the President of the 190SL Group. Special meetings of members for any lawful 
purpose may be called by five (5) percent or more of the members.

Section 3.3 Notice of Meetings. Written notice of the time and place of any meeting of the 
membership shall be given at least 30 days before the day upon which the meeting is to be held, 
by serving the notice personally to each member, by mailing the same to the address of such 
member as last shown on the records of the 190SL Group, or by including notification in the 
International 190SL Group newsletter. Except as otherwise required by applicable provisions of 
the VGCL, no publication of any notice of any meeting of the membership or statement of the 
purposes of such meeting shall be required.

Section 3.4 Rules of Order. The Robert's Rules of Order, as may be amended from time to time, 
shall govern the meetings of members insofar as such rules are not inconsistent with or conflict 
with these Bylaws, the Articles of Incorporation of this corporation, or the laws of the State of 
Virginia.

Section 3.5 Quorum. Except as otherwise provided in these bylaws, the number of members 
present in person at any meeting of the membership shall constitute a quorum for the transaction 
of business at such meeting. The act of the majority of the members present at any meeting of the 
membership, at which a quorum is present, shall be the act of the members.

Section 3.6 Presiding Officers. The President of the 190SL Group shall preside over the meeting 
of the members. In the President's absence, the Vice President shall preside, and in the Vice 
President's absence, the Board of Directors shall appoint a person to preside. The Secretary of the 
190SL Group shall act as the recording secretary of the meetings of the members. In the absence 
of the Secretary, the person presiding shall appoint another person to act as the recording 
secretary of the meetings.

ARTICLE 4. VOTING OF MEMBERSHIP

Section 4.1 Entitlement to vote. Each Regular Member is entitled to one vote on each matter 
submitted to a vote of the members. Associate Members and Honorary Members shall not be 
entitled to vote on any matter submitted to a vote of the members.

Section 4.2 Voting without a Meeting. The Board of Directors may at any time without a 
membership meeting call for a vote of the members by written ballot on such matters as the 
Board of Directors directs or as required by law or these Bylaws. Such ballot shall be distributed 
to each member, shall set fourth the proposed action, provide an opportunity to specify approval 
or disapproval of any proposal, and provide a reasonable time within which to return the ballot to 
the 190SL Group.

Section 4.3 Majority For Approval. Each matter submitted to the members for a vote must 
receive a simple majority of the votes cast, for approval.

ARTICLE 5. CHAPTERS

Section 5.1 Formation. Chapters of the 190SL Group may be formed by five (5) or more 
members applying for and obtaining approval and a Chapter Charter from the Board of Directors.

Section 5.2 Name. The name of each particular Chapter shall be the "(Name of the city, area, or 
county) Chapter of the International 190SL Group, Inc." Each name is subject to approval by the 
Board of Directors.

Section 5.3 Governing Laws. All Chapters are governed by these Bylaws, and any amendments 
thereto. The Chapters shall have no other rules and regulations without the prior written consent 
of the Board of Directors.

Section 5.4 Officers. Each Chapter shall have an elected President. Other officers may be elected 
as needed.

Section 5.5 Dues. Chapters shall not levy dues or assessments on its members. Operating 
expenses may be covered by fund raising events or donations by chapter members. The Board of 
Directors, at their option, may grant funds to individual Chapters.

Section 5.6 Meetings. Each Chapter shall hold at least one (1) meeting annually, and may 
schedule other meetings as desired. The minutes of these meetings shall be kept and a copy filed 
with the 190SL Group business office within a reasonable period of time.

Section 5.7 Charter Revocation. The Charter of any Chapter may be revoked by the Board of 
Directors for any of the following reasons:

(a) Operation of the Chapter for purpose other than those of the 190SL Group;

(b) Failure to conduct the annual meeting;

(c) Failure to maintain at least five (5) members;

(d) Violation of these Bylaws;

(e) Unauthorized use of the Membership Roster;

(f) Incurring any debt or obligation involving the 190SL Group which is not authorized 
by the Board of Directors; and

(g) Any other act that in the opinion of the Board of Directors is detrimental to the 
welfare of the 190SL Group.

Section 5.8 Procedure for Revocation. In the event the Board of Directors decides to revoke a 
Chapter Charter, the Board of Directors shall notify the ranking officer, or other appropriate 
member, of the chapter, in writing by certified mail of the intended revocation and the reason for 
it. The Chapter shall have thirty (30) days from the date the notice of revocation was mailed to 
file a written appeal with the Board of Directors at their next regularly scheduled meeting.

Section 5.9 Procedure for the Expulsion of Chapter Officers. Any Chapter officer may be 
removed from office by a majority vote by the Chapter's members or by a majority vote of the 
Board of Directors.


ARTICLE 6. BOARD OF DIRECTORS


Section 6.1 General Powers. Except as provided in section 6.2, the powers of the 190SL Group 
shall be exercised, its business and affairs conducted, and its property managed under the 
direction of the Board, except as otherwise provided by the VGCL, the Charter or these Bylaws.

Section 6.2 Reserved Powers. Notwithstanding anything to the contrary in these Bylaws, the 
following major decisions shall require the approval of two-thirds of the voting membership in 
addition to the affirmative action of the Board.

(a) Approval of any sale, transfer, exchange or other disposition of all or substantially all 
of the assets of the 190SL Group.

(b) Approval of any merger, consolidation or dissolution of the 190SL Group.

Section 6.3 Number. The Board shall consist of not less than three (3) nor more than twenty (20) 
Directors. The Board shall consist of Directors, Regional Directors, the Newsletter Editor, not 
more than two Webmasters, and the immediate past President shall be an ex-officio member of 
the Board of Directors, unless such immediate past President shall continue to retain his office as 
a Director.

Section 6.4 Qualifications. The Directors of the 190SL Group shall be Members of the 190SL 
Group for at least one (1) year prior to being nominated for election to the Board of Directors. 
Each person nominated for election must have given the Board of Directors permission to place 
their names on the ballot.

Section 6.5 Term and Classes. Each Director shall hold office for a period of four years. The 
Board shall be divided into two classes to consist of an equal number of Directors. Each class 
shall be designated consecutively as Class I and Class II. All classes shall be elected at the initial 
annual meeting of the Membership and the initial term of office of each Class shall be as follows: 
Class I for a period of two years and Class II for a period of four years. Thereafter the term of 
office of each Class shall be four years unless removed from office pursuant to the procedure 
stated in these Bylaws..

Section 6.6 Nomination. Any Member qualified to be a Director may be nominated by the 
method of nomination authorized by the Board of Directors or by any other method authorized by 
law.

Section 6.7 Election. An election of Directors shall be held annually to fill vacancies. The 
election shall be held at each annual meeting, or by written ballot. The Directors shall be elected 
by the Regular Members at the annual meeting of the membership. The Board, or its nominating 
committee, shall mail to each Member a slate of individuals nominated for the vacant positions on 
the Board at least thirty days prior to the annual meeting of the membership. Such nomination 
ballot may be printed in the 190SL Group Newsletter and may contain more than one person 
nominated for a position, and the person receiving the most votes shall be elected. At the annual 
meeting of the membership the members shall elect the persons to fill the upcoming vacancies on 
the Board. The term of office of persons so elected shall commence at the beginning of the new 
calendar year. The Board may elect nominees at other times of the year if it is deemed necessary 
by a majority of the Board.

Section 6.8 Compensation. The Directors shall serve without compensation.

Section 6.9 Regular Meetings: Regular meetings of the Board of Directors shall be quarterly, or 
as needed. The time and place of the regular meetings shall be designated by the President or his 
designee. An annual meeting of the Board for the election of Officers and consideration of any 
reports and for the transaction of such business as may be brought before the meeting, shall be 
held on such date as may be designated by the Board. If the annual meeting is not held or if 
Directors are not elected at the meeting, the Directors may be elected at any special meeting 
called and held for that purpose. 

Section 6.10 Special Meetings. Special meetings of the Board of Directors may be called by the 
President or by one-third of the Directors. Special meetings shall be held on fifteen (15) days 
notice by First Class Mail, delivered personally, by telephone, fax or E-mail. Any Director may 
waive said notice by filing a written waiver with the Secretary of the 190SL Group.

Section 6.11 Notice of Meeting. Written notice of the time and place of each meeting of the 
Board shall be given to each Director either by personal delivery, by mail, email or fax at least 
seven (7) days before each meeting. Notice of a meeting need not state the purposes of the 
meeting. Any Director may, either before or after any meeting, waive any notice required to be 
given by applicable provisions of the VGCL or under these Bylaws. Any waiver of notice must 
be in writing at any meeting without protesting the lack of proper notice prior or at the 
commencement of the meeting shall constitute waiver of notice by such Director.

Section 6.12 Quorum. Except as otherwise provided in these Bylaws, a majority of the Directors 
shall be present in person at any meeting of the Board in order to constitute a quorum for the 
transaction of business at such a meeting. If the meeting is held by telephone or through other 
communications equipment at which all Directors participating can hear each other, such 
participation shall constitute attendance at such meeting.

Section 6.13 Place of Meeting and Electronic Meetings. Unless another place is designated by 
the Board, the place of all meetings shall be held at such places as may be designated by the 
President. However, any meeting may be held by telephone or through other communication 
equipment if all Directors participating can hear each other.

Section 6.14 Manner of Acting. Except as otherwise provided in these Bylaws or by the Articles 
of Incorporation, the act of the majority of the Directors present at any meeting of the Board at 
which a quorum is present shall be the act of the Board. Directors may not vote by proxy at a 
meeting of the Board.

Section 6.15 Action Without a Meeting. Any action required or permitted to be taken by the 
Board of Directors may be taken without a meeting if a majority of the members of the Board 
consent in writing to such action. Such written consent shall be filed with the minutes of the 
proceedings of the Board of Directors.

Section 6.16 Presiding Officers and Rules of Order. The President of the 190SL Group shall 
preside over the meeting of the Board of Directors. In the President's absence, the Vice President 
shall preside; in the Vice Presidents absence the Board of Directors shall appoint a person to 
preside. The Secretary of the 190SL Group, or in the Secretary's absence, any person appointed 
by the presiding officer, shall act as recording secretary of the meeting. The Robert's Rules of 
Order, as may be amended from time to time, shall govern the meetings of the Board of Directors 
in so far as such rules are not inconsistent with, or in conflict with these Bylaws, the Article of 
Incorporation of the 190SL Group or the laws of the State of Virginia.

Section 6.17 Duties and Powers. The Board of Directors may remove a Director from office for 
the occurrence of any act by the Director which is, in the opinion of the Board of Directors, 
detrimental to the 190SL Group, or not in the best interest of the 190SL Group. Also, a Director 
may be removed from office by the Board of Directors for continued absences from regular 
meetings without permission from the Board of Directors.

Section 6.18 Resignation and Removal of Directors. Any Director may resign by giving written 
notice to the President or the Secretary, of the 190SL Group. A resignation shall take effect at the 
time specified therein and, unless otherwise specified therein, shall become effective upon 
delivery. The acceptance of any resignation shall not be necessary to make it effective unless so 
specified in the resignation. Any Director may be removed, with cause, at any time by the 
affirmative vote of two-thirds of all the Directors then in office, whenever the Board determines, 
in its judgment, that the best interests of the 190SL Group would be served thereby. For the 
purpose of this section, cause shall include the failure to attend at least half the meetings of the 
Board during any twelve month period or failure to participate in at least one national event every 
three years. 

Any Director elected by the Members or by the Board may be removed, with or without cause, at 
any time by the affirmative vote of two-thirds of the members at any meeting of the membership 
called for such a purpose.

Section 6.19 Filling Board Vacancies. Vacancies on the Board of Directors created by removal 
of Directors shall be filled only by a vote of the members pursuant to Section 6.7 of these Bylaws. 
All other vacancies on the Board of Directors may be filled by appointment by the Board of 
Directors. The members may elect a Director at any time to fill any vacancy not filled by the 
Board of Directors.

ARTICLE 7. OFFICERS

Section 7.1 Titles: The officers of the 190SL Group shall be a President, a Vice President, a 
Secretary, a Treasurer, and such other officers with such titles, duties and duration of office as 
shall be determined by the Board of Directors. No officer may hold more than one office at a 
time, and no member may run for more than one office at a time. All officers must be Directors of 
the Board.

Section 7.2 Qualifications. Members who wish to run for office will be sent a copy of the 
Bylaws. They must read and agree to uphold the Bylaws if they want to be considered a 
candidate. Only members in good standing may run for office: i.e., they must be current, dues-
paying members of the 190SL Group. A member removed from office with cause may not hold 
another office in the 190SL Group. A member removed from office without cause may run for 
office with approval of the Board of Directors.

Section 7.3 Appointment of Officers. The President, Vice President, Secretary and Treasurer, 
shall be elected at the annual meeting of the Board of Directors. The term of office shall be for 
two years. Each officer shall hold office until their successor shall have been appointed, or until 
he or she shall resign, be removed from office, or become otherwise disqualified to serve. The 
Board may from time to time appoint other agents and employees, with such powers and duties, 
as the Board may deem proper.

Section 7. 4 President. The President shall be the chief executive officer of the Board; shall have 
general supervision, direction and control of the officers of the 190SL Group; and shall call and 
preside at all meetings. The President shall provide leadership to the Board and its committees. 
The President shall be an ex officio member with full voting privileges on all committees of the 
Board. The President shall have such other authorities, general powers and duties of management 
usually vested in the office of President of a corporation and as are delegated by the Bylaws or as 
may be delegated from time to time by the Board. The term President shall have the meaning 
"chairman" within the meaning of the VGCL. The President shall act as coordinator of the 
Annual Convention.

Section 7.5 Vice President. The Vice President shall, in the absence of the President, perform the 
duties of the President, and while so acting, the Vice President shall have all powers and 
authorities of, and shall be subject to the restrictions upon, the Presidents. The Vice President 
shall have such other authorities and duties as are delegated by the President or as may be 
delegated from time to time by the Board. The Vice President shall attend the Annual Convention

Section 7.6 Secretary. The Secretary shall see that all notices are duly given in accordance with 
the provisions of these Bylaws or as required by law; shall take or cause to be taken minutes of all 
meetings of the Board and meetings of the Membership; and shall prepare said minutes for 
publication. The Secretary shall be the custodian of all records and reports of the Board. The 
Secretary shall have such other authorities and duties as are delegated by the Bylaws or as may be 
delegated from time to time by the Board or the President. The Secretary is required to attend 
the Annual Convention.

Section 7.7 Treasurer. The Treasurer is the chief financial officer of the 190SL Group; shall 
have supervision of all funds and securities of the 190SL Group; deposit all such funds in the 
name of the 190SL Group in such banks or other depositories as shall be selected by the Board of 
Directors; shall disburse or cause to be disbursed, the funds of the 190SL Group as may be 
directed by the Board of Directors; shall keep and maintain adequate books and records of 
account and of the 190SL Group's assets and liabilities; shall render to the President and Directors 
whenever they request it, an account of all transactions as Treasurer and of the financial condition 
of the 190SL Group; and shall render to the President and Directors, whenever they request for 
inspection, any and all books, records, and documents which the Treasure is maintaining for the 
190SL Group.. The Treasurer shall have such other authorities and duties as are delegated by the 
Bylaws or as may be delegated from time to time by the Board or the President.

Section 7.8 Regional Directors. Shall attend meetings of the Board and hold a minimum of one 
regional event per year. These events should be planned so as not to conflict with the Annual 
Convention.

Section 7.9 Resignation and Removal. Any Board Officer may resign by giving written notice to 
the President or the Secretary of the 190SL Group. A resignation shall take effect at the time 
specified therein and, unless otherwise specified therein, shall become effective upon delivery. 
The acceptance of any resignation shall not be necessary to make it effective unless so specified 
in the resignation. Any Board Officer may be removed, with or without cause, at any time by the 
affirmative vote of the majority of all the Directors then in office. Any vacancy in a Board office 
for any reason may be filled by the Board in such manner as it determined to be appropriate under 
the circumstances. The successor officer shall hold the office for the unexpired term.

Section 7.10 Expenses & Compensation. No officer shall receive any salary or other 
compensation for their services or expenses as an officer, but may be reimbursed for bona fide 
expenses incurred arising out of services rendered. Nothing in these Bylaws shall prohibit 
payment of compensation to an individual serving as an officer who renders services to the 
190SL Group in another capacity. Travel expenses are each individual officer's own 
responsibility.

Section 7.11 Board of Director's Control. The officers of the 190SL Group, and the duties and 
acts of said officers, shall be under the control of and subject to the direction of the Board of 
Directors.

ARTICLE 8. COMMITTEES

Section 8.1 Executive Committee. The Board may establish an Executive Committee which 
would consist of the President, Vice President, Secretary and Treasurer and other such Directors 
selected by the Board. The Executive Committee shall have the power to transact all of the 
business of the 190SL Group during the interim between meetings of the Board and shall have 
and exercise the authority of the Board in management of the 190SL Group subject to any 
restrictions placed by the Board. The designation of the Executive Committee and the delegation 
thereto of such authority shall not operate to relieve the Board, or any individual Director, of any 
responsibility imposed by law. The Executive Committee shall be subject to the control and 
direction of the Board.

Section 8.2 Other Committees. The Board of Directors may, by resolution, designate one or more 
other committees, each of which shall consist of not less than three Directors, which committees 
shall have and exercise the authority of the Board to the extent provided in such resolution. The 
designation of such committees and the delegation thereto of such authority shall not operate to 
relieve the Board, or any individual Director, of any responsibility imposed by law. Each 
committee shall serve at the pleasure of the Board, and the duration and existence of each 
committee shall be subject to the control and direction of the board.

Section 8.3 Chairman and Committee Members. The Board of Directors shall appoint the 
Chairman and the members of each committee. The Chairman may appoint members to their 
respective committees, subject to approval by the Board of Directors. No member shall be 
appointed or assigned to any committee without his or her consent.

Section 8.4 Reports. All committee Chairmen will report regularly to the President on the 
performance or progress of their committee's assignment.

ARTICLE 9. BUSINESS OFFICE

Section 9.1 Formation. The Board of Directors shall establish a Business Office.

Section 9.2 Function and Duties: The Business Office Manager shall conduct the everyday 
business of the 190SL Group and shall perform such other duties as are incident to the Business 
office. The Business Office Manager may hold more than one office.

Section 9.3 Board of Directors Control. The Business Office, and the duties and acts of the 
Business Office Manager shall be under the control of the Treasurer and subject to the direction 
of the President. All files will remain in the Business Office, but will be made available to the 
President upon request.

ARTICLE 10. EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

Section 10.1 Limitations. Except as otherwise provided in these Bylaws, the Board of Directors 
may, by duly adopted resolution, authorize any officer or agent of the 190SL Group to enter into 
any contract, or to execute and deliver any instrument, in the name of and on behalf of the 190SL 
Group. Such authorization may be general or may be confined to specified instances. Unless 
expressly so authorized, no officer, agent, employee or member, shall have any power or 
authority to bind the 190SL Group by any contract or engagement or to pledge its credit or to 
render it liable pecunicarily for any purpose or in any amount.

Section 10.2 Execution of Instruments and Documents. Unless otherwise expressly required by 
the Board of Directors or by law, Deeds and other conveyances, promissory notes, Deed of Trust, 
Mortgages, and other evidences of indebtedness of the 190SL Group, shall be executed, signed or 
endorsed, as the case may be, by the President of the 190SL Group and by the Secretary or 
Treasurer of the 190SL Group.

Section 10.3 Signing of Checks. All checks, drafts or other orders for the payment of money 
issued in the name of the 190SL Group shall be signed by such person or persons and in such 
manner as shall be determined from time to time by resolution of the Board of Directors.

Section 10.4 Deposit and Withdrawal of Funds. All funds of the 190SL Group, including all 
checks, drafts or other orders for the payment of money payable to the 190SL Group, shall be 
deposited by the Treasurer from time to time to the credit of the 190SL Group with such banks, or 
other depositories as the Board of Directors may select. The withdrawal of funds from any such 
accounts may be made only by check or withdrawal slip signed as provided in this article.

ARTICLE 11. FISCAL YEAR

Section 11.1 Fiscal Year. The fiscal year of the 190SL Group shall be the calendar year.

ARTICLE 12. MISCELLANEOUS

Section 12.1 Records. The 190SL Group shall keep at its office, adequate and correct records of 
accounts and minutes of the proceedings of its members, Board of Directors, and committees of 
the Board of Directors. The Minutes shall be kept in written form. Other books and records shall 
be kept in either written form or in any other form capable of being converted into written form.

Section 12.2 Annual Report. The 190SL Group shall notify each member yearly of the members 
right to receive a financial report. On the written request of a member, the Board of Directors 
shall promptly cause the most recent annual report to be sent to the requesting member. The 
annual report shall be prepared not later than 120 days after the close of the 190SL Group's fiscal 
year. The annual report shall contain, in appropriate detail, a balance sheet as of the end of such 
fiscal year, an income statement and a statement of changes in financial position for such year. 
The annual report shall be accompanied by any report thereon of the independent accountants, or, 
if there is no such report, the certificate of any authorized officer of the 190SL Group that such 
statements were prepared without audit from the books and records of the 190SL Group. 

Section 12.3 Corporate Seal. The Board of Directors shall adopt a 190SL Group seal which 
shall be in a circular form and shall contain the following inscription: "The International 190SL 
Group, Inc." The Business Office Manager of the 190SL Group shall have the custody of the seal 
and affix it in all appropriate cases to all 190SL Group documents. Failure to affix the seal shall 
not, however, affect the validity of any instrument.

Section 12.4 Standard Operating Procedures. The Board of Directors shall prepare and maintain 
Standard Operating Procedures for the conducting of 190SL Group business and activities.

Section 12.5 Change of Address. The Board of Directors is hereby granted full power and 
authority to change the principal office of the 190SL Group from one location to another.

ARTICLE 13. AMENDMENTS
Section 13.1 Amendment. These Bylaws may, from time to time, and at any time, be amended or 
repealed, and new or additional Bylaws adopted, by a majority vote of the Board of Directors. 
Any change to the Bylaws may not contain any provision in conflict with law or with the Articles 
of Incorporation of the 190SL Group.

ARTICLE 14. OFFICIAL BULLETIN

Section 14.1 Newsletter. The 190SL Group shall publish an official Newsletter on a regular basis 
which shall be transmitted to all active members. All official and legal notices required to be 
issued to the membership shall be considered so issued when published in the Newsletter.

ARTICLE 15. CONFLICT OF INTEREST

Section 15.1 General Policy. Recognizing that Directors and officers have a duty of loyalty and 
fidelity to the 190SL Group, and they must govern the 190SL Group's affairs honestly and 
economically exercising their best care, skill and judgment for the benefit of the 190SL Group, 
to avoid even the appearance of impropriety, the Directors and officers of the 190SL Group shall 
disclose to the Board any situation wherein the Director or officer has a conflicting interest or 
duality of interest that could possibly cause that person to act in other than the best interest of the 
190SL Group.

Section 15.2 Procedure. Any Director or officer having a conflicting interest or duality of 
interest in any transaction shall follow the following procedures:

(a) Any Director having a known duality of interest or possible conflict of interest on 
any matter should make a disclosure of such conflict to the other Directors. Such 
Director should not vote or use their personal influence on the matter, but such 
Director may be counted in determining the quorum for the meeting. The minutes of 
the meeting should reflect the making of the disclosure, the abstention from voting 
and the quorum situation.

(b) Any officer having a known duality of interest or possible conflict of interest on any 
matter before such officer for administrative action shall report the conflict to the 
president. Such officer shall abstain from taking any administrative action on such 
matter.

(c) The requirements in this Section 13.2 shall not be construed as preventing any 
Director or officer from briefly stating their position in the matter, nor from 
answering pertinent questions of the Board or other officers.

ARTICLE 16. GOVERNING LAW

Section 16.1 Governing Law. These bylaws shall be construed, interpreted, and applied in 
accordance with the laws of the State of Virginia.

I, Thomas Hamilton, President of The International 190SL Group, Inc. hereby certify that the 
foregoing constitutes all of the provisions of the Bylaws of the 190SL Group, as currently in effect.

IN WITNESS WHEREOF, I hereto subscribe and affix the seal of the 190SL Group, this ____ 
day of ________, 2002.



_______________________________
Thomas Hamilton, President


_______________________________
John Jacobson, Secretary