211116 Bylaws Approved 2021 Annual Meeting

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BYLAWS OF THE MARCO ISLAND YACHT CLUB, INC A PRIVATE NON-PROFIT FLORIDA CORPORATION

TABLE OF CONTENTS

ARTICLE I. GENERAL

3 3 3 3 3 4 4 4 4 4 5 5 5 5 6 6 6 7

Section 1. Name

Section 2. Character

Section 3. Principal Office

Section 4. Definitions

ARTICLE ll. BOARD OF DIRECTORS

Section 1. Number

Section 2. Terms of Office

Section 3. Qualifications of Directors Section 4. Vacancy and Replacement

Section 5. Removal Section 6. Resignation

Section 7. Powers

Section 8. Compensation

Section 9. Meetings of the Board Section 10. Order of Business

Section 11. E-Motions

ARTICLE III. OFFICERS

Section 1. Designation of Officers

7 7 8

Section 2. Election or Appointment of Officers Section 3. Duties and Powers of Board Officers

Section 4. Duties of Bridge Staff Officers who are Board Members

10

ARTICLE IV. COMMITTEES

10 10 10 10 10 13 13 14 15 15 15

Section 1. Standing Committees Section 2. Other Committees

Section 3. Communication to Members

Section 4. Standing Committee Duties and Authority

ARTICLE V. MEMBERSHIP

Section 1. Categories of Membership

Section 2. Member Records Section 3. Club Equity Section 4. Equity Shares

Section 5. Rights and Privileges - Equity Shares

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Section 6. Marina Equity Shares

16 16 16 16 17 17 17 17 17 18 18 18 18 18

Section 7: Equity Shares and Dissolution of the Club

Section 8. Discipline

Section 9. Resignation – All Member Categories

ARTICLE VI. MEETINGS OF THE MEMBERSHIP

Section 1. Annual Business Meeting

Section 2. Special Meetings

Section 3. Procedure

Section 4. Notice of Meetings

Section 5. Quorum

ARTICLE VII. FINANCES

Section 1. Fiscal Year Section 2. Financial Audit

Section 3. Checks and Financial Instruments Section 4. Indebtedness to the Corporation

18 Section 5. Recovery of Costs and Attorney’s Fees by Prevailing Party 19 Section 6. Club Dissolution or Liquidation 19

ARTICLE VIII. BURGEE ARTICLE IX. SEAL ARTICLE X. BYLAWS

19 19 19 19 20

Section 1. Validity of Bylaws Section 2. Amendment of Bylaws

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ARTICLE I. GENERAL

SECTION 1. NAME: The name of this Corporation is MARCO ISLAND YACHT CLUB, INC.

SECTION 2. CHARACTER: This is a private non-profit corporation organized under the laws of the State of Florida: The Club shall not at any time be operated as a public accommodation nor have reciprocal arrangements with such organizations. The Club is non-commercial and non-political. Therefore, it shall not support, promote, or give its endorsement to any commercial product or service, any candidate for political office or any political issue except an issue relating to boating. No memb er shall commercialize any of the Club’s activities for personal gain or remuneration either directly or indirectly. No member shall deliver the Club’s roster to, or authorize its use by, any nonmember person or organization, without the prior approval of the Board. Violations may be subject to disciplinary action as described in Article V, Section 4. SECTION 3. PRINCIPAL OFFICE: The principal office and post office address of the Corporation is Marco Island Yacht Club, Inc., 1400 North Collier Boulevard, Marco Island, Florida, 34145. The Board of Directors may from time to time move the principal office to any other location in the State of Florida.

SECTION 4. DEFINITIONS: Unless the context indicates otherwise, references herein to:

(A) "Club, ” "Cor poration" or "Corporation/Club" means the Marco Island Yacht Club, Inc., in any or all of its capacities. (B) “Marina” and “wet slip” means the Riverside Marina at the Marco Island Yacht Club. (C) "Board" means the Board of Directors of the Corporation/Club. (D) “Chairman of the Board” or “Chair” means the Chief Executive Officer of the Club. (E) “Vice Chairman of the Board” or “Vice Chair” means the officer of the Club empowered to act in the absence or disability of the Chairman of the Board. (F) “Commodore” means th e lead officer of the Bridge and shall also be considered President of the Club, empowered to act in the absence or disability of the Chairman and Vice Chairman in all matters except financial commitments of the Club. (G) “ Treasurer “means the Chief Financial Officer of the Club. (H) “Secretary” means the official custodian of the Club’s records and correspondence. (I) “Bridge” means the Commodore, Vice Commodore and Rear Commodore, collectively.

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(J) “Member” means that person(s) designated as holding the membership in the Club and includes all classes of membership. Furthermore, “Member” shall include up to two persons who reside at the same legal address or share the membership but do not live at the same legal address. “Member” is gender neutral. (K) “Member in Good Standing” means current on all financial obligations and not currently under suspension nor pending disciplinary action. (L) “Equity Member” means a Voting Member who owns an Equity Share in the Club as defined in Article V. Section 3, herein. (M) “Wet Slip or Marina Member” means a Full Voting Member who also owns an Equity Share in the Marina as defined in Article V. Section 5 (B) 1., herein.

ARTICLE II.

BOARD OF DIRECTORS

SECTION 1. NUMBER: The Board shall consist of a total of nine (9) directors including the Commodore, the Vice Commodore, and the Rear Commodore. The Board may consist of up to eleven (11) members with the appointment of Secretary and Treasurer. The Chairman, subject to the approval of the Board, shall appoint the Secretary and Treasurer. Elected members of the Board need not hold the Secretary and Treasurer positions. The Secretary and Treasurer shall be voting members of the Board. The Chairman also may appoint a Marina Member to the Board as a non-voting member if no Marina Member is a Member of the Board. SECTION 2. TERMS OF OFFICE: At each annual member meeting, two (2) Directors shall be elected by the membership for a term of three (3) years each and one (1) Director, the Rear Commodore, will be elected by the membership for a one (1) year term. The Commodore, the Vice Commodore and the Rear Commodore shall serve no more than one year in each such office unless the additional service was part of an unexpired term of the previous incumbent. The succession from Rear Commodore to Vice Commodore to Commodore shall be as described in Article III. Section 4. Each term of office shall commence as prescribed in Article III, Section 2. SECTION 3. QUALIFICATIONS OF DIRECTORS: No Member shall be nominated or serve as a member of the Bridge, Secretary, Treasurer, or a Director who has not been a Member for at least one full year. The Board of Directors may grant an exception by a vote of a two-thirds (2/3) of the Board. In addition, every member of the Board must be a Voting Member and furthermore, two-thirds (2/3) of the Board members must be Equity Members. SECTION 4. VACANCY AND REPLACEMENT: If the office of any Director or Officer other than Rear Commodore becomes vacant for any reason other than by expiration of the term

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of office, the Chairman shall appoint a member to fulfill the remaining term of the vacant position. The Commodore shall appoint a member to fulfill the remaining term of the vacated Rear Commodore position. In both cases, the appointed member must be qualified (as defined in Article II, Section 3.), and be approved by a majority of the remaining Board. SECTION 5. REMOVAL: Any member of the Board may be removed for just cause by a two-thirds (2/3) majority vote of the Board at any time, but not without notice and a hearing before the Board. Frequent absence from Board meetings without reasonable cause shall be deemed to be just cause. SECTION 6. RESIGNATION: Any member of the Board may resign at any time. Such resignation shall be in writing filed with the Secretary and shall take effect at the time of its receipt unless some other time is fixed in the resignation. SECTION 7. POWERS: The property and business of the Club shall be managed by the Board, which may exercise all corporate powers not specifically prohibited by statute, the Articles of Incorporation of the Corporation, or these Bylaws. These powers shall specifically include, but not be limited to, the following:

(A)

To have charge and control of the finances of the Club.

(B) To adopt such policies, rules, and regulations as it deems necessary and appropriate for the orderly operation and conduct of the Club. (C) To reject or to accept for implementation the various recommendations from the committees. (D) To establish and collect initiation fees, dues, and assessments, and establish the time within which the same are due and payable. (E) To appropriate for each committee such money as the Board deems to be in the best interest of the Club and within its resources. (F) To expend such other monies as may be necessary and appropriate to. 1. Promote the activities and objectives of the Club,

2. Make purchases in furtherance of those activities and objectives,

3. Maintain, care for, and preserve the property owned and/or used by the Club,

4. Employ such personnel as may be required for such purposes.

SECTION 8. COMPENSATION: No Director or Officer shall receive compensation for any services as such. (A) The Board may authorize reimbursement of expenses incurred by a Director, Officer, Bridge Member or Club Member incurred performing functions commissioned by the Board or an Officer of the Club. Such reimbursements will be made only after an itemized expense report with receipts is submitted to the Treasurer.

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SECTION 9. MEETINGS OF THE BOARD: Meetings will be held on the third Tuesday of every month or as the Board may determine. Considering the seasonal nature of the Club, the Board may omit one month during the summer season, if appropriate. (A) Agendas for each meeting shall be transmitted to all members of the Board so they are received three days in advance of the meeting. After receipt of the agenda, Directors shall notify the Secretary if they are not able to attend in person. (B) Special meetings shall be held whenever called by the Chairman of the Board or a majority of the Board. The Secretary shall give each Director notice of each special meeting either personally by phone, e-mail, or text at least three days before the date of such meeting. (C) A Director may attend any meeting of the Board in person; by participating in a telephone conference call; or by a proxy appointed by instrument in writing or email filed with the Secretary prior to the meeting. (D) A majority of the Board shall constitute a quorum for the conduct of business at all meetings, provided a majority of the Directors comprising said quorum are Equity Members. Any act of a majority present at a meeting at which there is a quorum shall be the act of the Board except as otherwise provided in Article II, Section 5 and Article V, Section 4.

(E) Board meetings shall be open to Voting Members (notice is requested).

SECTION 10. ORDER OF BUSINESS: To the extent it is consistent with the expressed

terms of these bylaws, meetings of the Board shall be conducted pursuant to the provisions of Roberts Rules of Order. The topics of business at all regular meetings of the Board shall include and may be considered in any order deemed appropriate by the Chairman of the Board:

1. Roll Call, 2. Approval of Minutes of the previous meeting(s), 3. Treasurer's Report, 4. Reports of Officers, Committees and General Manager. 5. Unfinished Business, 6. Original Resolutions and New Business,

7. Adjournment.

SECTION 11. E-MOTIONS: From time to time, schedule and availability may preclude having a special meeting of the Board. In such cases, where a vote of the Board is required, an electronic vote may be used (“e - motion”) .

a. The Chairman will request the Secretary to electronically send the motion to the members of the Board and to solicit any discussion and a motion and second to the motion by return electronic communication.

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b. The Board members will file their vote with the Secretary via electronic means.

c. An e-motion will require unanimous consent of the Board to approve.

d. An approved e-motion will be documented in the next Board meeting minutes.

ARTICLE III.

OFFICERS

SECTION 1. DESIGNATION OF OFFICERS: The following shall serve as Corporate and Club Officers simultaneously:

(A) Chairman of the Board. (B)

Vice Chairman of the Board.

(C) Commodore. (D) Treasurer; and (E) Secretary.

SECTION 2. ELECTION AND APPOINTMENT OF OFFICERS: At conclusion of the first meeting of the Board subsequent to the Annual Membership Meeting, the election and/or appointment of officers for the upcoming year shall be made. Members of the incoming Board shall be invited to attend and participate in the meeting before the vote is taken at the end of the meeting. (A) The out-going Chairman shall solicit nominations for the Chairman of the incoming Board. A majority of votes from the incoming Board members will determine the incoming Board Chairman. (B) The incoming Chairman shall solicit nominations for the Vice-Chairman of the incoming Board. A majority of votes from the incoming Board will determine the incoming Vice-Chairman. (C) The outgoing Commodore shall affirm the election of the incoming Rear Commodore at the annual meeting, the advancement of the incumbent Rear Commodore to Vice Commodore, and the advancement of the incumbent Vice Commodore to the position of incoming Commodore. The outgoing Commodore shall also inform the Board as to the plans for the Change of Watch, at which all incoming Bridge officers will be installed. (D) The Chairman of the Board shall appoint a Treasurer who shall be a Voting Member of the Board and who shall serve a one-year term and may be reappointed to subsequent terms. (E) The Chairman of the Board shall appoint a Secretary who shall be a voting member of the Board and who shall serve a one-year term and may be reappointed to subsequent terms.

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(F) The Chairman shall solicit a vote from the Board to accept the appointments of Secretary and Treasurer. A majority of the Board will constitute agreement. (G) The terms of office for the Chairman, the Vice Chairman, the Secretary, and the Treasurer shall commence with their election and/or appointment. The term of office for these Officers shall extend until the next election and/or appointment of officers as prescribed in this section. (H) The terms of Office for the Commodore, the Vice Commodore and the Rear Commodore shall commence 1 January of the following year and extend through 31 December of that year for their Commodore responsibilities. Their Board of Director duties commence following the Board meeting where the election results are accepted.

SECTION 3. DUTIES AND POWERS OF BOARD OFFICERS:

(A) CHAIRMAN OF THE BOARD: The Chairman of the Board shall be an Equity Member of the Club. The duties and powers include: 1. Enforcement of rules and general provisions respecting the conduct of Members and the welfare of the Club. 2. Presiding at all meetings of the Board as well as all business meetings of the membership including Annual and Special meetings. 3. The right to vote to break a deadlock of the Board and has the discretion to vote via secret ballot. 4. Chairing the Nominating and Governance Committee and the Executive Committee. 5. Making and signing contracts and agreements in the name of and on behalf of the Club with the approval of the Board; if the Board is not in session, providing general management of the business affairs of the Club. A report on such action on behalf of the Board shall be made to the Board of Directors at the next meeting. 6. Providing for the preparation, retention and filing of all reports, statements, certificates, and returns required by law; doing and performing all acts incident to the office under Florida law. 7. The Chairman of the Board has the right to appoint a General Manager to lead the Operations of the Club after the selection process has been communicated and the Board has approved the contract. (B) VICE CHAIRMAN OF THE BOARD: The Vice Chairman of the Board shall be an Equity Member of the Club. The Vice Chairman shall assist the Chairman of the Board at all times in all respects. 1. The Vice Chairman shall exercise the powers and duties of the Chairman of the Board in the absence or disability of the Chairman.

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(C) COMMODORE: The Commodore shall command the Club’s Bridge and Staff Officers. 1. The Commodore shall provide direction to the Bridge Officers with respect to planning and direction of all boating events and social events in conjunction with boating events. 2. The Commodore shall have charge of and control of all matters pertaining to the Florida Council of Yacht Clubs. The Commodore has the right to appoint a liaison with the Florida Council of Yacht Club as a direct report in order to cultivate a positive relationship and comply with this responsibility. 3. The Commodore shall be responsible for annually nominating the Rear Commodore to the slate of candidates for election or appointment to the Board of Directors. 4. In the absence or disability of the Chairman or Vice Chairman, the Commodore shall exercise the powers and duties of the Chairman of the Board, with the exception of those assigned to the Treasurer. (D) TREASURER: The Treasurer shall exercise the function of Controller of the Club and serve as Chairman of the Finance Committee. The Treasurer shall:

1. Have charge of the accounting and financial records of the Club.

2. Sign, with the Chairman of the Board, all written contracts and obligations which have been approved by the Board. 3. Present to the Board a Compilation Report, prepared by an outside accounting service, of the Club's operations for the preceding year. At the discretion of the Chairman, the Compilation Report may be made available to Members in a manner to be determined in consultation with the Treasurer and the Secretary. 4. Recommend the appointment of a Club Member in good standing to the position of Assistant Treasurer. The Board shall approve the appointment. The Assistant Treasurer shall perform the duties of the Treasurer in any absence.

(E)

SECRETARY: The Secretary shall:

1. Provide for preparation and maintenance of the minutes of the meetings of the Club and Board, which shall be open to inspection by Members at reasonable times.

2. Issue notice of all meetings of the Club.

3. Keep a roll of its Members.

4. Act as keeper and custodian of all Club records and the Club Seal.

5. Serve as the Vice Chairman of the Nominating and Governance Committee.

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6. Recommend the appointment of a Club Member in good standing to the position of Assistant Secretary. The Assistant Secretary shall perform the duties of the Secretary in any absence.

SECTION 4. DUTIES OF BRIDGE STAFF OFFICERS WHO ARE BOARD MEMBERS:

The Commodore, Vice Commodore and Rear Commodore are Bridge Staff Officers as well as Voting Members on the Board of Directors. The Rear Commodore shall be elected annually as provided in Article IV, Section 4. Incumbents of the Rear and Vice Commodore positions shall automatically progress to the next higher Bridge position at the end of their respective terms. Duties and responsibilities for all Bridge Staff Officers are in the Blue Book, the Operating Policies and Procedure Guide for the Bridge.

ARTICLE IV.

COMMITTEES

SECTION 1. STANDING COMMITTEES: There shall be four (4) standing committees responsible for the administration of the Club. The four (4) standing committees shall be Finance, Operations and HR, Nominating and Governance, and Executive. The Standing Committee Chairs will have the authority to perform such duties as set forth in these bylaws and any addition that may be prescribed by the Chairman and Board of Directors. There shall be at least one Board member on each Standing Committee. Unless otherwise designated herein, committee members need not be Voting Members. SECTION 2. OTHER COMMITTEES: The Chairman of the Board shall, from time to time, appoint such other committees, committee chairmen, and agents of the Club as deemed necessary and appropriate. These committees, committee chairmen and agents shall be re-evaluated and re-appointed annually. The committee chairmen will serve at the pleasure of the Chairman of the Board. The Nominating and Governance Committee will review duties and responsibilities of the non-standing committees annually. A record of the duties and responsibilities of these committees will be kept by the Secretary. Other committees may include, but are not limited to Membership, Member Event Planning, Communications and Marketing, Building and Grounds, Marine Facilities, and Ship ’ s Store. SECTION 3. COMMUNICATION TO MEMBERS: All committees, committee chairs, and members will be listed in the Club newsletter so that all members shall be aware. The Chairman of the Board shall be an ex-officio member of every committee. SECTION 4. STANDING COMMITTEE DUTIES AND AUTHORITY: The duties and authority of the standing committees are prescribed as:

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(A) FINANCE COMMITTEE: The Finance Committee shall consist of the Treasurer, as Chairman of the Finance Committee, and minimum of four (4) and a maximum of six (6) other Members appointed by the Treasurer in consultation with the Chairman of the Board so that as so constituted it will have a majority of Equity Members. The Committee shall be responsible for: 1. The preparation of annual capital and expense budgets and update those budgets monthly. 2. Management of monthly cash generation and usage, as compared to budget projections and report status to the Board monthly. 3. Management of financial instruments used in operation of the club, including but not limited to bank accounts, financing instruments and mortgages, credit cards, etc. 4. Review of outstanding payable and receivable accounts monthly and take such action as necessary to bring the accounts up to date. 5. Assurance by the Chairman of the Finance Committee that an annual Compilation Report is completed by an accounting firm, and that appropriate tax filings are prepared and filed on behalf of the Club. 6. The Chairman of the Finance Committee in conjunction with the Chairman of the Board appointing an independent Certified Public Accounting Firm to prepare an audit of the Club’s books and rec ords from time to time. 7. General oversight of the financial affairs of the Club and making recommendations to the Board for appropriate action in such matters. (B) HUMAN RESOURCES COMMITTEE: The Human Resources Committee shall consist of a Chair appointed by the Chairman of the Board. The Committee shall include a minimum of four (4) and a maximum of six (6) additional members appointed by the Human Resources Committee Chair in consultation with the Chairman of the Board. The Committee shall be responsible for: 1. General oversight of Club Human Resources Policies and Handbook as designated by the Chairman of the Board, including salary surveys to establish appropriate pay levels for Club staff positions, monitoring of relevant changes in employment laws, and assuring the Club is operating consistent with local, state, and federal employment guidelines. 2. Review of and recommendation of employee benefits including health care, paid time off, and other such benefits as the Committee may feel appropriate to recommend. 3. Engage with and provide support to the Club General Manager, as may be necessary, related to Human Resources functions including general hiring practices, performance review processes, employee retention, training and

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development, employee separations, and salary review processes as well as oversight of the exit interview process. 4. Receipt of and consider complaints from Members and Staff concerning the operation of the Club, and if necessary, advise the Board thereof.

(C) NOMINATING AND GOVERNANCE COMMITTEE: The Nominating and Governance Committee shall consist of the Chairman of the Board as Chair of the committee, the Secretary as Vice-Chair of the committee, the Commodore of the Bridge, and a minimum of two (2) and a maximum of four (4) additional members. A minimum of two thirds (2/3) of the committee members shall be Equity Members. The Committee shall be responsible for: 1. Annually recommending to the Board of Directors a slate of candidates for open Director positions and the position of Rear Commodore. The slate of candidates shall adhere to the qualifications identified in Article II, Section 3, herein. Such recommendation shall be made to and approved by the Board at least 30 days prior to the Annual Membership Meeting. The approved slate shall be communicated to the membership at least thirty (30) days before the Annual Meeting. 2. The committee may solicit recommendations for candidates from the membership. Such recommendations, including member self-nominations, must be received by the committee for consideration at least 60 days prior to the Annual Membership Meeting, and include a resume and summary of qualifications and interest. Should any member of the committee self- Nominate or be nominated, he or she will recuse themselves from any activities related to recommending the slate of candidates for the open Board seats. 3. If the slate of candidates approved by the Board is equal to or less than the number of open positions, no election is required, and the slate of candidates shall be the new Directors. If the slate of candidates exceeds the number of open positions, the Board shall conduct an election at the Annual Membership Meeting to select the individuals to fill the open positions. 4. Maintaining the Club’s Bylaws, Policies and Procedures, and House Rules and Regulations and providing draft proposals of same for the consideration of or at the request of the Board. The Committee shall communicate to the membership proposed changes that have been approved by the Board for member approval at the next Annual Membership Meeting. 5. Receiving any member-initiated revisions to the bylaws at least ninety (90) days prior to the annual meeting for consideration.

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6. Regular review of the House Rules and Regulations. Recommending changes deemed appropriate to the Board for approval. Communicating and publishing the House Rules and Regulations to the membership. Member initiated recommendations must be received by the Committee Chair or Vice-Chair in writing with appropriate justification for the change. 7. Scheduling, conducting, and communicating the results of the voting and other issues which occurred at the Annual Membership Meeting. The Board of Directors may request the committee to conduct any special Membership Meetings as described in Art. VI. Section 2. (D) EXECUTIVE COMMITTEE: The Executive Committee shall be comprised of the Chairman of the Board, the Vice Chairman of the Board, the Commodore, the Treasurer, and the Secretary. The Chairman of the Board shall chair the Executive Committee. The Committee will consider and provide advice to the Chairman and input to the Board on items of strategic nature for the Club.

(E)

BOARD AND COMMITTEE CHAIR ANNUAL MEETING:

Once committee chairs have been appointed, there will be a meeting of the Board and Committee Chairs at the beginning of the calendar year to review any changes to the Bridge's Blue Book as well as other committees' Operating Policies and Procedure Guides and the Club's Strategic Plan.

ARTICLE V.

MEMBERSHIP

SECTION 1. CATEGORIES OF MEMBERSHIPS: The Board shall establish membership

categories with rights, responsibilities, and benefits defined and associated with each membership category. The Secretary shall maintain the official record of membership categories approved by the Board. There can be no more than one person from a membership unit casting a vote for Board or Bridge positions or serving on the Board of Directors. The Board may determine a maximum number of memberships in each category. In addition, the Board may determine when or if member categories will be offered. And the Board shall determine the dues and associated fees to be levied for each category. The Board shall review the member categories to be offered, the rights, responsibilities, benefits, and dues and fees for each category annually.

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The Board may delegate to a Membership Committee (or its equivalent) the responsibility to review and make recommended changes to existing categories, recommend new categories, recommend changes to rights, responsibilities and benefits of each category, and review and recommend changes to dues and fees associated with each category. Such recommendations shall be presented to the Board for consideration and approval annually. All member categories will be represented in one of five (5) groups: (A) VOTING MEMBERS: Voting Members shall be members in good standing. The Board shall define member categories that are recognized as Voting Members. Voting Members are able to vote for Board and Bridge positions at the Annual Member Meeting, serve on the Board of Directors, and submit proposals for consideration by the membership at the Annual Membership Meeting. (B) NON-VOTING MEMBERS: Non-voting Members shall be members in good standing and in any other category than that defined as the Board as Voting Member categories. Non-voting Members are able to serve on committees or serve as committee chairs, unless otherwise specifically prescribed. (C) INACTIVE MEMBERS: The Board will consider, at the request of a Member in good standing, to place the Member on inactive status. This provision is solely intended to provide temporary relief if a Member's on-going participation in club activities has been rendered infeasible due to life circumstances beyond their control. Members on inactive status do not have access to the Club, and do not pay dues. Inactive Members shall be responsible for any capital assessments and other fees levied that would apply to the membership category they held before moving to inactive status. A Member may stay on inactive status for a maximum of two (2) years. At the conclusion of that time, the Member must either resign or return to active status. (D) RESIGNED MEMBERS: Upon receipt of notification of intention to resign, and upon settling all outstanding accounts, a Member will be placed in the resigned member category at the end of the fiscal year. All rights and benefits of the Member’s membership category cease at the at the end of the fiscal year. SECTION 2. MEMBER RECORDS: The membership director of the Club, or equivalent position, shall maintain a list of all pending Member applications. Processed applications will be recommended to the Board for approval. Upon approval, the applicant is inducted into the Club pursuant to induction and orientation procedures from time to time. The Secretary shall oversee the member records, and periodically audit the member files for accuracy. The Board shall receive at each regular Board Meeting a report detailing the status of outstanding applications for membership, applicants recommended for approval to become a Member, and a count of the number of incumbents in each membership category.

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SECTION 3. CLUB EQUITY: Club Equity will be determined by compar ing the Club’s assets to the liabilities of the Club as represented by either the most recent audited financials or the most recent Compilation Report as prepared by the Club Treasurer and accepted by the Board of Directors at the end of each fiscal year, or more frequently as may be necessary. The Board will establish a market value associated with the Equity Shares that represents the par value of the equity share and any additional value as the Board may determine represents the market value of the Equity Shares. Both the par value and the additional value will be considered as paid-in capital. SECTION 4. EQUITY SHARES: Club Equity will be represented by two share classifications, Club Equity Shares and Marina Equity Shares, totaling a maximum of 200 shares issued by the Board of Directors. Each Equity Share, without respect to the share classification, will have a par value equal to 1/200 th of the value of the Club Equity. (A) Club Equity Shares: The Board will allocate one hundred seventy-three (173) Club Equity Shares, available for purchase by Full Members in good standing. (B) Marina Equity Shares: The Board will allocate twenty-seven (27) Marina Equity Shares, with one (1) Marine Equity Share allocated to each slip in the Marina. (C) Equity Shares held by Club: Club Equity Shares not beneficially held by a member or resigned member will be held by the Club. (D) Ownership: A member may own no more than one Club Equity Share and if the Member hold one or more Wet Slip Memberships, one Marina Equity Share for each Wet Slip Membership. SECTION 5. RIGHTS AND PRIVILEGES - EQUITY SHARES: Equity Shares have certain rights and privileges as defined herein. (A) Club Equity Shares: Club Equity Shares shall have certain rights and privileges, as described below. In addition, Club Equity Shareholders shall have rights and privileges as described in the current OPG-Membership Policies and Procedures as maintained by the Membership Committee.

1. Club a Shareholders may serve as an Officer of the Club, on the Board of Directors, and chair committees. 2. Club Equity Shareholders may sell their Club Equity Share to the Club, after holding the Club Equity Share for a minimum of three (3) years. a) The Club will repurchase the Club Equity Share at the value prescribed if another individual is available to purchase the equity share. b) The Club may repurchase the Club Equity Share if the Board of Directors authorizes the purchase.

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3. The Board of Directors of the Club shall annually conduct a meeting of the Club Equity Shareholders, reviewing such information as may be brought before the Club Equity Shareholders for consideration. a) Club Equity Shareholders will have the right to vote on items brought before the general membership as described in the OPG-Membership Policies and Procedures.

SECTION 6. MARINA EQUITY SHARES: Marina Equity Shares shall have certain rights and privileges, as described below. No other rights and privileges shall be ascribed to Marina Equity Shares unless bestowed by the Board of Directors.

1. Marina Equity Shareholders will have the exclusive right to use the marina slip associated with the Marina Equity Share. a) The Board of Directors of the Club shall annually conduct a meeting of the Marina Equity Shareholders. At that meeting, Marina Equity Shareholders will have the right to vote on any changes to the Marina Operating Policies and Procedures, as may be recommended by the Nominating and Governance Committee of the Club.

SECTION 7. EQUITY SHARES AND DISSOLUTION OF THE CLUB: In the event of a dissolution of the Club or liquidation of the Club assets, Club Equity Shares and Marina Equity Shares will share equally in the distribution of the Club net assets, as provided for in the Bylaws. SECTION 8. DISCIPLINE: All members and their guests must abide by the MIYC House Rules at all times. House Rules shall be posted on the Club Website, and prominently in the public area of the Club. Any member, or guest of a member, alleged to be acting in contravention to the House Rules, shall be reported to the Chairman of the Board and the Chairman of the Operations and HR Committee. The process for investigation and discipline shall be maintained in the House Rules.

SECTION 9. RESIGNATION – ALL MEMBERSHIP CATEGORIES: A Member may indicate

their intention to resign by notifying the Membership Director (or equivalent) in writing. The Membership Director (or equivalent) will review with the Accounting Manager (or equivalent) the member’s account balance including and all monies owed the Club, such as outstanding dues, fees, late charges, and assessments. When the account balance is paid in full, the Membership Director will report to the Board and request the member be placed in the resigned category. In the situation when a member is owed a refund of initiation fees or owns an Equity Share in the Club, the Board will deduct the outstanding amounts due the Club from the refund or deducted from the Equity Share repurchase offer.

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ARTICLE VI.

MEETINGS OF THE MEMBERSHIP

SECTION 1. ANNUAL MEMBERSHIP MEETING: The membership shall meet annually in November at a time, date and place designated by the Board. The business meeting agenda shall: (A) If there are more candidates recommended by the Board than vacant seats, an election will be required. At least thirty (30) days before the annual membership meeting, the Club shall mail or deliver a ballot to all Voting Members with the candidates, qualifications, statement of interest and resume information.

Where balloting is required, the Directors shall be elected by plurality of the votes cast, provided that at least twenty percent (20%) of the eligible voters cast ballots.

(B) Transact such other business as may properly come before the meeting.

(C) At the conclusion of the business meeting, the Chairman of the Board, the Commodore, and other Board, Bridge, or Staff meeting will report to the membership on:

a. A summary of the finances for the previous fiscal year.

b. A summary of the approved budget for the current fiscal year.

c. A statement of the Equity Market Value, as established by the Board.

d. A review of Club significant activities for the previous fiscal year and a summary of activities planned for the current year.

e. The opportunity for the membership to question the Board and Bridge.

SECTION 2. SPECIAL MEETINGS: Special meetings of the membership shall be called by the Secretary at the direction of the Chairman of the Board or a majority of the Board. Such call shall state the purposes of the proposed meeting, and the business transacted at the meeting shall be confined to the stated purposes. SECTION 3. PROCEDURE: All meetings of the membership shall be conducted pursuant to the provisions of Roberts Rules of Order.

SECTION 4. NOTICE OF MEETINGS:

(A) The Secretary shall mail written notice by email, or USPS if no email address is available, to all Voting Members a minimum of thirty (30) days prior to the date of the annual meeting.

(B) The annual meeting notice shall include:

(1)

The date, time, and place of the annual meeting.

(2)

The meeting agenda.

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(3) A ballot, listing each nominee for Director or Officer if an election is required along with any submitted resumes & mission statements of candidates.

(4)

Proxies as may be required; and

(5)

Specific instruction to members regarding:

(a)The balloting process; and

(b)The procedures for voting by proxy.

SECTION 5. QUORUM: A minimum of 50% plus 1 of the Voting Members of the Club

present in person or by proxy shall constitute a quorum for the transaction of business at all meetings of the Members other than the election of Directors, if required, which only require a minimum of twenty percent (20%) of the Voting Members casting ballots. At any meeting of the membership at which a quorum is present, a majority of the votes cast by those present and voting by proxy shall decide any question, unless the Articles of Incorporation of the Club, these Bylaws, or any applicable statute shall provide otherwise. If at any meeting of the membership at which a quorum shall not be present, the meeting shall be adjourned without any business being transacted. The informational part of the meeting may proceed, with the concurrence of the Chairman of the Board. Issues requiring a vote of the membership will be deferred until a quorum can be established.

ARTICLE VII.

FINANCES

SECTION 1. FISCAL YEAR: The fiscal year of the Corporation shall be from October 1 to September 30. SECTION 2. FINANCIAL AUDIT. Periodically, the Board of Directors may authorize a financial audit by an independent Certified Public Accounting Firm. SECTION 3. CHECKS AND FINANCIAL INSTRUMENTS: An Officer of the Corporation, or such other person the Chair may from time to time appoint, shall sign all checks, notes and other obligations of the Corporation. Two Officers of the Corporation shall sign all checks, notes and other obligations of the Corporation greater than $10,000. SECTION 4. INDEBTEDNESS TO THE CORPORATION: The failure of any Member to pay all annual dues, assessments or fees prior to the final date established by the Board may result in the automatic termination of Membership.

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The failure of any Member to pay any other amount due to the Corporation shall subject the Member to such disciplinary action, as the Board shall deem proper, including expulsion from the Club.

SECTION 5. RECO VERY OF COSTS AND ATTORNEYS’ FEES BY PREVAILING PARTY: The prevailing party shall be entitled to recover costs and attorneys’ fees in any legal proceeding between a current or former Club member, the Club and/or the Club’s Board of Directors where the subject matter of the proceeding concerns the interpretation, the validity or an alleged failure to comply with the requirements of the Club’s Rules and Regulations, its Articles of Incorporation and/or its Bylaws, as may be amended from time to time. SECTION 6. CLUB DISSOLUTION/LIQUIDATION: In the event of Club dissolution or liquidation all active Club Memberships of all classes and categories shall automatically convert to resigned status without need for Board Action or approval. Those automatically converted Club Memberships entitled to any form of repurchase or refund shall be treated identically to corresponding Club Memberships voluntarily resigned prior to Club Dissolution/Liquidation with respect to any distribution of Club assets. In the event there are any undistributed Club assets remaining after all creditor claims have been paid such assets shall be distributed equally amongst those Equity Memberships that were automatically converted to resigned status by the Dissolution/Liquidation.

ARTICLE VIII.

BURGEE

SECTION 1. The Club Burgee shall be as prescribed by the Board.

ARTICLE IX.

SEAL

SECTION 1. The seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Non-profit." Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise displayed.

ARTICLE X.

BYLAWS

SECTION 1. VALIDITY OF BYLAWS: If any Bylaw or part thereof shall be adjudged invalid, the same shall not affect the validity of any other Bylaw or part thereof.

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SECTION 2. AMENDMENT OF BYLAWS: These Bylaws may be altered from time to time by vote of a majority of the Voting Members of the Club at a Membership business meeting with a quorum present, and with the specific agenda item identifying the change to be considered. Notification of the proposed change to the Bylaws will be as prescribed in Art. IV. Section C. numbers 4. and 5. The Revision Date shown at the top of each page of the Bylaws shall be the date of ratification by the membership of the specific language utilized in the bylaws by the Board of Directors.

211116 Bylaws Approved 2021 Annual Meeting