ARTICLE VIII: Arbitration

8.01: Arbitration Panel of ADAMS
There shall be an Arbitration Panel of ADAMS (hereinafter referred to as "Panel"), composed of seven members.

8.02: Appointment
The members of the Arbitration Panel shall be nominated by the Board and elected by the General Assembly. The Board of Trustees shall take into consideration the knowledge, integrity, character and maturity of the nominees to serve as arbitrators. Members of the Panel shall not concurrently occupy any other elected or non-elected office of ADAMS.

8.03: Term
Each arbitrator shall be elected for a term of five (5) years. Any vacancies arising in the Panel shall be filled by the majority of the remaining members of the Panel for the unexpired term thereof.

8.04: Chairperson
The members of the Panel shall select a Chairperson within thirty days of the election from among themselves every year. The Panel shall develop rules and regulations for their operations.

8.05: Matters to be Submitted to Arbitration
Any claim, demands, disputes, controversies, and differences arising out of or related to ADAMS between any member (in any category), officer, employee, trustee, or member of a committee of ADAMS, among themselves or between any of them and ADAMS, shall be exclusively settled by arbitration as set forth in this Article pursuant to §§ 8.01-577 et seq . of the Code of Virginia.

8.06: Procedures
Any controversy or issue shall be determined by arbitration in the following manner:

(a) Either party may, by written notice to the Chairperson of the Panel, within 45 days after a controversy has arisen that is subject to arbitration, request the appointment of an arbitrator.

(b) The Chairperson shall, within 30 days after receipt of said request, inform, in writing, the parties to the dispute, of the pending request and ask for their selection of one member from at least three possible arbitrators from among the members of the Panel.

(c) If all parties agree on one arbitrator, within fifteen (15) days of the request of the Chairperson referred to in Section 8.06 (b) above, then the Chairperson shall appoint him/her as arbitrator for the controversy.

(d) If parties cannot agree on a single arbitrator, then each side to the dispute shall select one arbitrator from among the members of the Panel referred to in Section 8.02 above, within twenty one (21) days of the request of the Chairperson, and the such two arbitrators shall, thereafter, agree on a third arbitrator and shall appoint him or her by written notice, within thirty (30) days, signed by both of them and a copy mailed to each party to the dispute.

(e) If both arbitrators fail to appoint the third arbitrator, the Chairperson of the Panel shall appoint the third arbitrator within ten days after the expiration of thirty days notice as provided in Section 8.06(d) above.

(f) On appointment of three arbitrators as provided for above, such arbitrators shall hold an arbitration hearing at the ADAMS Center, or any other location agreed by all parties, within thirty (30) days after such appointments. At the hearing, the single arbitrator or the three arbitrators, as the case may be, shall allow each party to present that party's case, evidence and witnesses, if any, in the presence of the other party and shall render their decision, within fifteen days of the conclusion of the hearing, as the arbitrator(s) deem just.

(g) The decision of the arbitrator, if single, or the majority of the arbitrators, if more, shall be binding on the parties to these Bylaws, and judgment may be entered on such decision in any court having jurisdiction.

(h) With respect to any dispute or controversy that is made subject to arbitration under the terms of this Article, no suit at law or in equity based on such dispute or controversy shall be instituted by either party, except to enforce the decision of the arbitrators or on the ground only of malicious, willful and flagrant violation of law and intentional miscarriage of justice by the arbitrator(s).

(i) No party to the arbitration shall have a right to sue an arbitrator if it is not satisfied with the decision or the manner in which the arbitration was conducted.

(j) All parties to the arbitration shall take part in the arbitration proceedings in good faith and shall abide by the decision of the arbitrator's) in the conduct of the arbitration as well as the final decision.