Board of Managers

Our Board of Managers has full responsibility for, and all rights and powers relating to, the management of our business and affairs. Under our operating agreement, the Board has all of the powers legally afforded to a limited liability company under the Virginia Limited Liability Company Act in carrying out our business and affairs, except that only the Foundation, as our sole member, may approve a plan of merger or consolidation, a plan of dissolution, or the sale, lease or exchange, or the mortgage, pledge or other disposition of all or substantially all of our assets.

Under our operating agreement, the Board must have a minimum of six and not more than 17 managers. As of the date of our offering circular, our Board was comprised of 12 managers. Managers have staggered terms and may serve up to three successive terms. At each annual meeting of the Board, one group of managers will be appointed by the Foundation, as our sole member, for a term of three years to succeed those whose terms expire. The act of a majority of the managers at a meeting at which a quorum is present is an act of the Board. The Board meets at least quarterly and maintains certain committees, including a loan committee and a finance committee.