Corporation By-Laws

ARTICLE I

NAME AND PURPOSE

Section 1

The name of the corporation shall be the Indian River Yacht Club (Club or IRYC), a Florida corporation not for profit.

Section 2

The Club burgee shall be of standard size and triangle shape. It shall have a Seminole Indian head profile of blue, a diagonal cross of red, symbolizing a river, on a field of white.

Section 3

The purpose of the Club shall be:

ARTICLE II

OFFICERS, DIRECTORS AND BOARD OF GOVERNORS

Section 1

The Officers (Flag Officers) of the Club shall be:

Commodore

Vice-Commodore

Rear-Commodore

Treasurer

Secretary

Fleet Captain

Section 2

The Club shall have three Directors.

Section 3

The Officers and Directors shall constitute the Board of Governors (Board).

Section 4

Officers shall be elected for terms of one (1) year and may be re-elected.

Section 5

Two Directors shall be elected for terms of two (2) years each. One Director’s term will expire each year. The first election after the adoption of these By-Laws will be for terms of one, and two, years. The third Director shall be the retiring Commodore, who shall serve until such time as the succeeding Commodore retires. In the event the retiring Commodore does not choose to serve as Director, the Board shall appoint a Director in his stead.

Section 6

Only Members in good standing shall be eligible to vote or hold any office in the Club. Representation of both sexes will be sought among the Officers and Directors.

Section 7

The Commodore may fill any vacant office by appointment, subject to the approval of the Board. A vacancy in the office of Commodore shall be filled by automatically by the Vice-Commodore, and a new Vice-Commodore appointed as above.

ARTICLE III

DUTIES OF OFFICERS AND BOARD OF GOVERNORS

Section 1

The Commodore shall command the Squadron, preside at all Club meetings, enforce the Club’s laws and rules, sign all membership certificates, and perform such other duties as the Board may require. The Commodore shall be an Ex Officio member of all committees. The Commodore shall appoint the Editor of the Newsletter.

Section 2

The Vice-Commodore shall preside at meetings in the absence of the Commodore and shall assist the Commodore in his duties. Additionally, the Vice-Commodore shall serve as Chairperson of the Social Committee.

Section 3

The Rear-Commodore shall oversee the renting of facilities for use by the Club for functions under ARTICLE I, Section 3. Additionally, the Rear-Commodore shall assist the Commodore, the Vice-Commodore and the Fleet Captain in their duties including maintenance of the Club’s property.

Section 4

The Fleet Captain shall be responsible for the conduct and operation of the Club’s boating events. The Fleet Captain shall serve as Chairperson of the Regatta Committee, the Protest Committee and the Jr. Division Committee.

Section 5

The Secretary shall keep the minutes from all meetings and the Club’s records, shall conduct all of the Club’s correspondence, issue notices of meetings and shall submit to the Commodore and Treasurer copies of all resolutions pertaining to the Club’s finances. The Secretary shall serve as Chairperson of the Membership Committee.

Section 6

The Treasurer shall have custody of the Club’s funds and shall deposit such funds in a bank or equivalent financial organization. The Treasurer shall keep regular accounts of all receipts and disbursements, and shall keep the Club’s financial books in accordance with standard practices. The Treasurer shall make a written report each month to the Board and a written report to the Members at each General and Annual meeting. The Treasurer shall serve as Chairperson of the Finance Committee.

Section7

The Board shall be the Club’s chief administrative body and shall supervise the carrying out the Club’s purpose. The Board shall approve all expenditures of Club funds of $150.00 or more.

Section 8

The Directors shall advise the Officers on matters of policy. Upon a change of Treasurer, three Directors will conduct and audit of the financial books and prepare a written report to the Members.

Section 9

The Board shall be authorized to meet with the governing body of any contiguous corporation to further mutual purposes. The Board, if a quorum is present, is empowered to commit this corporation for joint action beneficial to the combined organizations, within the limits of the corporation’s By-Laws.

ARTICLE IV

COMMITTEES

Section 1

Standing committees shall be appointed in accordance with the Club’s needs and as determined by the Board. Recommended committees are:

Membership

Finance

Nominating

Environmental

Regatta

Protest

Jr. Division

Social

Editor of Newsletter

Section 2

The Commodore shall appoint Committees Chairperson. They shall serve at the will of the Commodore and the Board.

Section 3

The Chairperson of each committee shall select the members of that committee and shall designate an Assistant Chairperson.

ARTICLE V

NOMINATIONS, ELECTIONS, VACANCIES AND REMOVALS

Section 1

Officers and Directors shall be elected as required at the Annual meetings.

Section 2

The Nominating Committee shall be appointed by the Commodore and will consist of three (3) members. The Committee will submit a slate of candidate to the Club Members at the last General meeting of the year. Notice of the slate shall be mailed to current Members in good stranding, fifteen (15) days before this meeting.

Section 3

Additional candidates for any office may be nominated from the floor when the election is held at the Annual meeting.

Section 4

Any Officer or Director may be removed from office by a vote of two-thirds (2/3) of the Members present at a duly constituted meeting called for that purpose. Such a meeting may be requested by written petition of ten Members directed to the Board shall cause notice to be issued starting the purpose of said meeting to all Club Members. Such meeting shall be held not later than fifteen (15) days after receipt of the petition.

ARTICLE VI

MEETINGS

Section 1

The Annual meeting of the Club shall be held each year in December, to be called by the Commodore on notice.

Section 2

In addition to the Annual meeting, two General Membership meetings of the Club shall be held in each calendar year, one normally in April and the other normally in August, to be called by the Commodore on notice.

Section 3

Special meetings of the Club may be called at any time on notice by the Commodore or the Board, or by written petition of two (2) Members. Such petition shall slate the purpose for requesting the meeting and be to the Board, who shall cause notice to be issued stating the purpose of the meeting. Any special meeting as a result of a petition shall be held not later than fifteen (15) days after receipt of the petition.

Section 4

Meetings of the Board shall be held once a month, normally on the first Monday of each month.

ARTICLE VII

MEMBERSHIP

Section 1

IRYC membership shall consist of the following types of Members:

Regular Membership will be classified as a “Family” membership and will be restricted to a married couple and their minor dependents living at home. Both the husband and wife will have the privileges of the Club including balloting and holding office.

If a Member dies, the surviving Member spouse, may continue the membership. If a “Family” membership becomes legally divorced, either each or both persons may apply for a Single Membership. If approved for membership through the regular membership procedures, he or she may become a Single Member without an additional Initiation Fee or Dues for the remainder of that year but; such application must be made before the end of the calendar year in which the divorce becomes final.

Only the husband and wife are entitled to vote and to hold office. Minor dependents may not vote or hold office. A Regular Membership shall have two votes, one vote per spouse.

Single Membership will be restricted to unmarried males and unmarried females, 18 years of age or older and will have all privileges of the Club including balloting and holding office. In the event of marriage the Single Membership must be converted to a Regular Membership within thirty (30) days. A Single Membership shall have two votes.

Honorary Membership: A person may become an Honorary Member who shall have been approved by unanimous vote of both the Membership Committee and the Board, for such duration as the Board may fix, but subject to termination at the discretion of the Board. Honorary Members shall not be required to pay any Initiation Fee or Annual Dues, but shall have all the privileges of the Club except voting and eligibility for office.

ARTICLE VIII

ELECTION OF NEW MEMBERS

Section 1

Every candidate for membership in the Club must be proposed by a Member and seconded by an additional Member each of who has been a member for a minimum of one (1) year. Such proposal for membership shall be made over the signatures of the proposing and seconding members on the application form provided by the Club for that purpose. When completed, the application of such candidate shall be submitted to the Membership Committee for thorough screening. Incomplete applications will not be accepted.

Section 2

Upon favorable action, as above set forth, the candidate’s application shall go before the Board sitting as a Membership Committee, who shall take final action thereon as they deem indicated.

Section 3

Candidates for membership, if then approved, shall then be notified by the Secretary of their invitation to become a Member of the Club, and on such notification, shall be advised of the Initiation Fee, Annual Dues and other financial payments necessary as conditions precedent to their becoming Members. They will be given sixty (60) days, from the date of such written notification, to accept membership and pay the required Initiation Fee, Annual Dues and other financial requirements or the invitation will be voided.

Section 4

It shall be the duty of the Membership Committee Chairperson to perform at each Board monthly meeting the following:

Section 5

Any communication in support of, or in opposition to a candidate, must be directed to the Membership Committee in the care of the Club’s Post Office Box or presented before the regular meeting of the Board.

Section 6

All proceeding of the Membership Committee and of the Board sitting as the Membership Committee, concerning any candidate for membership, shall be treated as confidential. However, the sponsors of rejected candidates may be given the opportunity of a hearing before the Board.

ARTICLE IX

RESIGNATION

Section 1

Members in good standing who is not indebted to the Club shall resign his membership by written notice to the Secretary who shall report such resignation to the Treasurer and the Board at its next meeting. In case or resignation and re-election, the date of membership shall be the date of re-election.

Section 2

The Board may reinstate Member in good standing member who has resigned for a period of five years after their resignations.

ARTICLE X

DISCIPLINARY PROCEEDIINGS

If any Member of the Club shall be charged in writing by any other Member or Members with conduct injurious to the character or welfare of the Club, the Board may at the next regular meeting thereupon cause a statement of such charge together with notice of not less than ten (10) days of the time and place where the Board shall meet for the consideration thereof to be mailed to the Member charged at his address as it appears on the record of the Club. At the time and place specified in the notice, the Board shall consider the charge and an opportunity to be heard shall be given to the Member charged. If the Board is satisfied of the truth of the charge, the Member may, by a majority vote of the Board, be censured, suspended for a period not exceeding one (1) year, expelled, or denied all privileges of the Club, or shall be disciplined as the Board may deem proper. Any Member expelled hereunder may apply in writing to the Board ten (10) days before the annual meeting for re-instatement to membership at the meeting of the Club next following his expulsion. Such Member shall be reinstated upon the affirmative vote of three-fourth of the Members present at the meeting.

ARTICLE XI

FEES AND DUES

Section 1

All Members, other than Honorary Members, shall pay Initiation Fees and Annual Dues as shown below.

Section 2

Members who resign from the Club, and any Member suspended or expelled under ARTICLE X herein, shall be liable for the full Annual Dues for the fiscal year in which his membership terminated.

Section 3

Reinstated members shall pay the difference between the current fees and dues paid previously, plus current assessments.

ARTICLE XII

INDEBTEDNESS TO THE CLUB

Members failing to pay Annual Dues or any amount owing to the Club, within thirty (30) days after such Dues or other amounts become payable, the Member shall be subject to such disciplinary action as shall be deemed proper by the Board.

If payment of all charges in arrears have not been paid in full within sixty (60) days after such dues or other amounts become payable, the Member shall be expelled automatically from the Club. Unless the Member shall within such time request in writing permission to appear before the Board, and at the time set by the Board, does appear before the Board; and the Board upon good cause shown and upon payment in full of all arrearages, then the there tendered, may set aside the expulsion and reinstate the Member to good standing, otherwise such expulsion will stand.

ARTICLE XIII

QUORUM NOTICES AND RULES OF ORDER

Section 1

A quorum at meetings of the Club shall be fifty percent (50%) of the membership present at the meeting.

Section 2

A quorum at meetings of the Board shall be five (5) members present at the meeting.

Section 3

Whenever notice is required to be given for any purpose, such notice shall be in writing. Except as provided herein, ten (10) days shall be the required period of notice for all purposes. This shall be served by mailing a copy to the residence or each Member of the Club.

ARTICLE XIV

EXPENDITURES

Section 1

All checks issued by the Club shall be signed by the Treasurer and counter-signed by the Commodore, or other Officer designated by the Board.

Section 2

The Commodore shall approve expenditures, of up to $150.00.

Section 3

The Board shall approve expenditures of $150.00 or more.

Section 4

Neither the Officers, Directors nor the Board shall be empowered to obligate the Club to monetary expenditures over and above the then current assets of the Club, or to borrow any money in the name of the Club unless approved by a two-thirds (2/3) majority of Members present at any duly constituted meeting of the Club after notice that such proposal shall be acted upon at such meeting.

ARTICLE XV

AUDITING

Section 1

An Auditing Committee of three (3) Directors, selected by the Board of Governors, shall conduct an annual reconciliation of the financial books with the Treasurer. They shall certify the Annual report to the Members.

Section 2

The Auditing Committee shall conduct an independent Audit of the financial books after a new Treasurer is elected at the Annual Meeting. A copy of the Audit will be given to the outgoing Treasurer.

ARTICLE XVI

AMENDMENTS

Section 1

Amendments to the By-Laws may be made by the affirmative vote of two-thirds (2/3) of the Members present at any meeting provided that substance of the proposed Amendment shall have been stated in the notice of such meeting.

Section 2

Club rules necessary for the proper operation of the facilities may be passed by the affirmative vote of two-thirds (2/3) of the Board, and must not oppose the By-Laws. A simple majority (50%+1) vote of the Members present at a regular meeting called for such purpose may overrule any rule passed by the Board.

ARTICLE XVII

YACHTING EVENTS

Section 1

There shall be such regattas, cruises and special races as shall be determined by the appropriate Committees and upon the approval of the Board.

Section 2

The Commodore and/or such Committees shall determine the Yachts or Boats, if any, not in the Club shall be eligible to participate in the yachting events of the Club.

The Club, each and every co-owner must be a Member of the Club in good standing.

ARTICLE XVIII

ADDRESSES AND NOTICES

Members shall furnish the Club with an address to which all notices shall be sent, and each Member shall promptly notify the Club of any changes in such address.

ARTICLE XIX

EFFECTIVE DATE OF BY-LAWS

These By-Laws shall become effective immediately upon adoption.

Adoption date: March 17, 2010

APPENDIX A

CURRENT AMOUNT OF FEES

Fee amounts shall become effective immediately upon adoption of APPENDIX A.

Initiation Fee $TBD (one time fee); ARTCLE XI, Section 1

Annual Dues $120.00 plus 6% state sales tax; ACTICLE XI, Section 1

IRYC By-laws adoption date: March 17, 2010