Untitled Document

BYLAWS OF PONTCHARTRAIN YACHT CLUB

ARTICLE I. CLUB OFFICERS

The Flag Officers of the Pontchartrain Yacht Club shall be a Commodore, a Vice Commodore
and a Rear Commodore, all of whom shall be members of the Board of Directors. Each officer
shall be elected annually by a simple majority of the sitting, incoming and outgoing members of
the Board of Directors. They shall serve for one year, or until their successors are duly elected
and installed. (Charter). Each Flag Officer shall be a current boat owner, as defined by these
Bylaws, and shall have been a regular voting Member for at least four years. The Flag Officers
are the legal agents for the corporation, as filed with the Secretary of State of the State of
Louisiana.

The duties of the officers shall be as follows:

COMMODORE: The Commodore shall be the chief executive officer of the Corporation and
shall preside at all meetings of the members and of the Board of Directors. He shall manage the
affairs of the Corporation and see that all orders and resolutions of the Board are carried into
effect. He shall have the general powers of supervision and management usually vested in the
office of commodore of a yacht club and see that up-to-date job descriptions and operating
procedures are maintained.

The Commodore may appoint such committees and chairmen thereof as he deems necessary,
subject to the approval of the Board of Directors. The chairman of each committee shall make a
written or oral report to the Board of Directors whenever requested by them.
To be elected Commodore, a member must have: a) been a regular voting member for at least 4
years; and b) served on the Board of Directors of the Club for a minimum of one full annual term
immediately preceeding his/her term as Commodore or have previously served on the Board of
Directors as a Flag Officer.

VICE COMMODORE: The Vice Commodore shall serve as general secretary of the
Corporation. This shall include keeping the minutes of all meetings of the membership and of the
Board, preparing agendas for said meetings, and maintaining the currency of the Charter, Bylaws,
and internal publications, i.e., Board of Directors Procedures Manual, and Club policies for the
membership. This Flag Officer shall ensure that Charter and Bylaws provisions regarding general
membership meetings, nominations and elections are followed, and will chair the Nominating
Committee. In addition, the Vice Commodore shall coordinate the Annual meeting/Awards
Ceremony, Semi-Annual meeting, and Opening Day ceremony, and will carry out special duties
and delegated tasks as may from time to time be assigned by the Commodore. The
Vice-Commodore shall be custodian of the seal of the corporation and shall affix same to any
instrument requiring it, and, when so affixed, it shall be attested by his signature.

In the temporary absence of the Commodore, such duties shall be assumed by the Vice
Commodore; in the temporary absence of the Rear Commodore, such duties shall be assumed by
the Vice Commodore.

REAR COMMODORE: The Rear Commodore shall have charge of all funds of the Corporation
and of its disbursements under the direction of the Board of Directors. This Flag Officer shall
keep a record of all monies received and disbursed, and shall make a report thereof to the Board
at each regular meeting. The Rear Commodore shall chair a Finance Committee comprised of at
least two additional voting members nominated by this officer and approved by the Board to
monitor the financial matters of the club. The Finance Committee shall present an annual budget
based on normal business practices in the first quarter of each year to the Board of Directors for
approval and acceptance. The budget will then be posted.

The Flag Officers are responsible for interviewing, hiring, and firing of management personnel
who are under their direct supervision. Bartenders and other service staff are under the direct
supervision of the Club Manager and are also hired/fired by the Club Manager with final
approval of the Flag Officers.

For the purpose of transacting the business of this Corporation during the intervals between the
meetings of the Board of Directors, the Commodore, Vice Commodore and Rear Commodore
shall constitute the Executive Committee, with full authority to act, upon verbal approval of the
majority of the Board of Directors. Any action taken must be ratified at the next regular meeting
of the Board of Directors. Contracts and any other legally binding documents authorized by the
Board of Directors must be signed by all three flag officers. (December 2007) The Board of
Directors, Executive Committee, standing committees, special committees, and subcommittees
are authorized to meet by electronic communication media so long as all committee/board
members may participate.

ARTICLE II. THE BOARD OF DIRECTORS

A. The Board of Directors shall be comprised of the Commodore, Vice Commodore, Rear
Commodore and six additional voting members of the Corporation, who shall be elected as
provided by the Articles of Incorporation and these Bylaws.

B. A member must be a voting member in good standing for at least two years prior to being
eligible for membership to the Board of Directors. In the case of spousal transfer of stock (as
herein provided), the newly designated stockholder may be nominated to the Board of Directors
without waiting the aforementioned two year period if the family membership existed for at least
two years.

C. Multiple members of the same family may not serve on the Board of Directors simultaneously
as this would present a conflict of interest.

D. The Board of Directors shall be charged with the management of all the affairs of the
Corporation, subject to the provisions of its Charter and Bylaws.

E. The Board of Directors may appoint such persons and agents as it shall deem necessary, who
shall hold their offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

F. A quorum being present, the affirmative vote of the majority of the members of the Board of
Directors present shall be necessary to decide any question with the exception of proposing
amendments to the Charter, approving capital expenditures, levying assessments, changing the
Bylaws, expelling a board member, and suspending or expelling a member; all of which require
an affirmative vote of the majority of the entire Board of Directors. (Charter)

G. Regular meetings of the Board of Directors shall be held monthly at such time and place as
the members of the Board of Directors may determine. Special meetings of the Board of
Directors may be called by the Commodore or Vice Commodore on three days' notice to
each member of the Board of Directors, either personally or by mail, or by electronic mail, or by
telephone. Special meetings shall be called by the Commodore or Vice Commodore in like
manner and on like notice on the written request of two members of the Board of Directors.

H. In addition to the powers and authorities granted by these Bylaws, the Board of Directors may
exercise such powers of the Corporation and such lawful acts that are not prohibited by statute or
by the Articles of Incorporation or by these Bylaws.

I. Any member of the Board of Directors, elected or appointed, may be removed at any time by
the affirmative vote of the majority of the members of the entire Board of Directors.

J. Any member of the Board of Directors not attending three successive regular meetings of the
Board of Directors, and who is without reasonable excuse for his absence, may be expelled by an
affirmative vote of the majority of the members of the entire Board of Directors.

K. In the case of resignation or removal by the Board of Directors of any Flag Officer of the
Corporation, the Board of Directors may elect a replacement from the sitting members of the
Board of Directors, or may select a former flag officer from the general membership, who shall
serve the remainder of the year’s unexpired term.

L. Without the consent and approval of a majority of the members present at a semi-annual,
annual or special membership meeting, the Board of Directors shall not in any single transaction
encumber, dispose of, or acquire assets other than physical inventory, supplies and/or materials
used on a regular basis in the operation of Pontchartrain Yacht Club greater than the lesser of the
following: two (2%) percent of Pontchartrain Yacht Club’s most recent appraised value, or four
(4%) percent of Pontchartrain Yacht Club’s gross revenue for the preceeding year or thirty-six
(36%) percent of Pontchartrain Yacht Club’s then total capital funds.

M. Members of the Board of Directors who will be absent from a meeting may give a proxy to
another member of the Board of Directors in order to vote on pertinent issues that may be
pending before the Board of Directors.

N. Minutes of Board of Directors’ meetings as well as Financial reports are to be maintained as
permanent records in the club’s office, and shall be available to any member in good standing for
review upon request. Information that has been legally sealed by court order will not be available.

O. The Past Commodores Committee shall be a standing committee made up of former
commodores of Pontchartrain Yacht Club who are regular, senior, or life members of the club.
They may serve as steering, ad hoc, or advisory committees, or in any capacity requested by the
Board of Directors. This body does not have the authority to override or reverse actions or
decisions made by the Board of Directors. The committee shall meet on a regular basis, at least
quarterly, or as deemed necessary.

ARTICLE III. MEMBERSHIP POLICIES

A. The membership of the Club shall be limited to 325 voting members and 300 non-voting
members.

B. All memberships, except cruising and junior memberships, are considered family
memberships and embrace the member’s spouse, as well as children under the age of 24, if the
child is a college student attending not less than one (1) semester per year, or is living at home.
Upon reaching age twenty-four, a member’s child may apply for young adult membership, if
eligible.

C. At least seventy percent of the voting members shall be boat owners. For
the purpose of these Bylaws, a boat is defined as any seaworthy vessel.

D. All proposals for membership shall be in writing, on a form as prescribed by the Board of
Directors, signed by two voting members in good standing, and filed with the office and
Membership Chair who shall be appointed by the members of the Board of Directors. The
Membership Chair will present the applicants to the Membership Committee. The Office
Manager will post the names of the potential members upon receipt of the completed application.

E. A $100.00 deposit must accompany all new member applications, regardless of class of
membership, and will be applied to the initiation fee, which shall be set by the Board of Directors
and, notwithstanding any other provision of these Bylaws to the contrary, upon good cause
shown, may be reduced by the Board of Directors in certain situations to be determined by the
Board of Directors in its sole discretion. In the event the application is rejected, the deposit will
be refunded.

F. The participants on the Membership Committee shall be chosen by the Membership Chair and
approved by the Board of Directors, to be representative of a cross-section of the general
membership, and at least one member from the Nominating Committee shall serve on the
Membership Committee.

(1) The members sponsoring the applicant for membership shall make themselves available to
the Membership Committee to attest as to the desirability of the applicant.

(2) The Chairman of the Membership Committee, after checking the application as to form, shall
post the name and photograph of the applicant on the bulletin board in the clubhouse and in The
Chart for a period of thirty days to acquaint the membership with the applicant.

(3) Concurrently, the Membership Committee shall meet with the applicant, inquire into the
character and standing of the applicant and, considering any member comments during the
posting period, recommend acceptance or rejection to the Board.

(4) Consideration of an application for membership does not confer, imply, or guarantee
acceptance of the applicant. The negative votes of three (3) members of the Board of Directors
are necessary to reject an applicant for membership. (Charter/Article 7/Rev. 11/06).

G. The proposed membership of any individual shall be submitted only once during any twelve
month period, with a maximum of two proposals being submitted.

H. All applications and requests for membership, change in membership type, reinstatement to
membership, stock transfer, divorced spouse membership, and surviving spouse membership as
herein described shall be in writing, and are subject to approval by affirmative vote of a
minimum of six (6) members of the Board of Directors.

I. A former member of the club who resigned in good standing may be reinstated by paying fifty
percent of the current initiation fee or, upon good cause shown, a lesser amount to be determined
by the Board of Directors in its sole discretion and by purchasing one share of stock, if required.
The procedures for admission to membership outlined herein shall be followed.

J. Notwithstanding anything in these Bylaws to the contrary, an applicant for Regular
Membership who has been accepted for membership and whose parent or parents are or were
previously a Regular Member(s) for at least ten years shall be exempt from paying the initiation
fee, but shall be required to purchase a share of stock and meet all other criteria for membership.

K. A voting member's spouse may enjoy voting member status by filing a
membership application signed by said member and one other voting member, paying a fifty
dollar ($50) initiation fee, and purchasing one share of stock. The spousal member shall be
subject to all dues and assessments as may be imposed upon other voting members, and all rules,
regulations and requirements applicable to regular voting members.

L. A voting member may transfer to his or her spouse full membership privileges by presenting
his or her stock certificate to the Board of Directors, together with a written request that said
certificate be transferred to the name of the spouse.

M. A divorced spouse of a voting member may apply for voting membership through the normal
procedures described herein. If the application is made within six months after divorce, the
initiation fee shall be fifty dollars ($50), and a share of stock shall be purchased.

N. The membership of a deceased voting member will continue to exist on behalf of the
surviving spouse unless a letter of registration is received from the spouse or legal executor.

O. Applicants who have been accepted as new members must pay the initiation fee and purchase
one share of stock (if a regular voting member) within thirty (30) days of acceptance or the offer
of membership will be rescinded. During the thirty day period, new members will be
considered “provisional” until payment has been received. After the thirty day period, if payment
is not made, the provisional member must re-apply. (December 2007)

ARTICLE IV. MEMBERSHIP CLASSES AND TYPES

All membership categories are open to both males and females.

The price of one share of capital stock of the Corporation is $100.00.

Dues for each type of membership are shown in Schedule A and the list of members in each
classification shall be reviewed annually by the manager of Pontchartrain Yacht Club and by the
Membership Chair. They are adjusted up or down annually in January, according to the change in
the Cost of Living Index. The Board of Directors may elect to reduce the amount of, or waive the
implementation of any cost of living dues increase on an annual basis. All dues and fees are
subject to applicable sales taxes. Regular, Non-Resident, and Senior members are subject to an
equal apportionment of the club’s annual city and parish property taxes.

The classes and types of membership, with their respective qualifications and privileges are:

A. VOTING MEMBERSHIPS

1. Regular Membership. Eighteen years of age or older; having full privileges of membership;
owning at least one share of stock of the Corporation; whose residence or principal place of
business or boat is maintained in St. Tammany Parish. (See Schedule A. Dues, Initiation Fees
and Privileges.)

2. Senior Membership. A senior member will have reached the age of sixty-five years, will have
been a regular member of Pontchartrain Yacht Club for a minimum five years and have been a
regular member of Pontchartrain Yacht Club for a minimum of six preceding successive months
and will have requested in writing a change of membership status. A senior member will retain
his share of stock and all privileges of membership, including voting and holding office. Dues are
one-half of the dues prescribed for a regular member.
(See Schedule A. Dues, Initiation Fees and Privileges.)

B. NONVOTING MEMBERSHIPS

1. Non-Resident Membership. Eighteen years of age or older; having full privileges of
membership except voting and holding office. Open to those who maintain neither a residence,
place of business or boat in St. Tammany Parish. Dues are three-fourths of the dues prescribed
for a regular member.
(See Schedule A. Dues, Initiation Fees and Privileges.)

2. Young Adult Membership. Eighteen years of age up to twenty-sixth birthday. No right to vote
or hold office. Upon attaining age 26, may apply for regular, or non-resident membership, the
one-quarter initiation fee to be applied to the new fee, as appropriate. (See Schedule A. Dues,
Initiation Fees and Privileges.)

3.Junior Competitive Sailing Membership. Having attained his/her twelfth birthday on or before
the first day of the calendar year but not having attained his/her eighteenth birthday on or before
the first day of the calendar year; no voting rights or right to hold office (except in a junior
program). A junior competitive sailing member must have, and continue to maintain, a sponsor
who is a voting member of Pontchartrain Yacht Club who will vouch for and assume financial
responsibility for the junior competitive sailing member. A junior competitive sailing member’s
membership in Pontchartrain Yacht Club will be reviewed and approved each year by the Board
of Directors. Privileges are limited to participating in sailing, sailing instruction, and
Pontchartrain Yacht Club junior related activities. Maximum of 50 memberships. (See
Schedule A. Dues, Initiation Fees and Privileges.)

4. Cruising Membership. Must have been a regular or non-resident member for a minimum
period of one year before making a written request to the Board of Directors for cruising
membership status. Must cruise for a minimum of four months and return to prior membership
status upon completion of cruise. The cruising member will have no voting or office holding
privileges, but shall retain a share of stock if previously held. (See Schedule A. Dues, Initiation
Fees and Privileges.)

6. Out-of-State Membership. An out-of-state member applicant must have been either a regular
or non-resident member for a minimum period of one year at the time of making a written
request for a change in membership status. The out-of-state member shall reside in another state
or country at least one hundred miles distant from the Club, and shall not otherwise meet Regular
Membership qualifications. An out-of-state member will have no voting or office holding
privileges but may retain a share of stock, if previously held. (See Schedule A. Dues, Initiation
Fees and Privileges.)

C. SPECIAL CLASSES OF MEMBERSHIP

1. Life Membership. Conferred upon a member who is chosen by the Board of Directors for
exemplary, lifelong service to the club. Such members must be at least sixty years of age and
have been a voting member or spouse of same for at least twenty-five years. Retains stock and all
privileges of membership, including voting and holding office. No dues or assessments are
levied. No more than two candidates may be elected in any calendar year, nor is it required that
two members be elected annually. (See Schedule A. Dues, Initiation Fees and Privileges.

2. Honorary Membership. Twenty one years of age or older; elected by the Board of Directors to
such membership for one year; having full privileges of membership except voting or office
holding. (See Schedule A. Dues, Initiation Fees and Privileges.)

ARTICLE V. MEMBER OBLIGATIONS

A. A member may resign by submitting written notification to the Board of Directors, and such
resignation shall be effective when accepted by the Board of Directors. (Charter).

B. Any person who resigns from voting membership shall deliver to the Corporation within thirty
(30) days any and all shares of stock held by him in exchange for the stock value established in
the By-Laws less all outstanding debts. If said person fails to transfer and deliver his share(s)
of stock within the thirty (30) day period, his share(s) of stock shall be cancelled and revoked by
the Corporation, without notice or payment.

C. All bills for dues, charges, and assessments rendered to members shall be payable by the last
day of the month in which rendered. If such payment is not made by the last day of the month,
the account shall be considered “past due” and shall be subject to actions listed in paragraph 6
(D).

D. Members with past due accounts shall be subject to the following:

(1) 1-30 days past due - account will be assessed a fifteen dollar per month late charge.
(2) 31-60 days past due – the member’s name and amount past due shall be posted with the
bartender. Charging privileges shall be suspended (including reciprocal charging privileges) until
any and all amounts past due are paid in full. Amounts over 30 days are assessed a 2 percent per
month simple interest finance fee in addition to monthly late charge assessed in 6 (D) (a).
(3) 61-90 days past due – suspension from all membership privileges. Finance charges as
specified in 6 (D) (a) and 6 (D) (b) to be assessed.
(4) Greater than 90 days past due – Continued suspension of charging privileges (including
reciprocal charging privileges) continues. The delinquent member will not be allowed to
participate in US Sailing or GYA-sanctioned racing events until said member signs a letter of
agreement to set up a payment plan that is acceptable to all parties. Failure to adhere to the plan
or refusal to sign the agreement will result in complete suspension of the membership and all
privileges allowed by such membership, and the account will be referred to the club’s attorney
for collection. Former members who have previously been named by the club in such actions
will not be allowed to re-join, or be allowed on the premises as the guest of a current member
under any circumstances. Members subject to paragraphs b, c and d above shall be notified of
said action by certified mail.

E. Exceptions to Paragraph 6 (D) may be granted by the Board of Directors to members requiring
special consideration (i.e., hardship waiver) for account payment when such request is made in
writing.

F. No member shall, without prior arrangement with the Board, maintain a balance due to the
Club in excess of $750.00 computed on a daily basis. Any member who exceeds this limit
without prior arrangement may have their charging privileges suspended. Any amount above
$750.00 will become payable on demand.

G. The Board may cancel and revoke the membership of any member for just cause as provided
in Sections 6, 7, and 8 herein. Any person whose membership has been cancelled shall transfer
and deliver to the Corporation any and all shares of stock, in exchange for the current price
established in the Bylaws, less all outstanding debts. This shall be done within THIRTY days
after the date of written notice of termination of membership; said notice to be made by certified
mail to the person’s last known address. If said person fails to transfer and deliver any shares of
stock within the THIRTY day period, those shares of stock shall be canceled and revoked by the
Corporation, without notice or payment.

ARTICLE VI. ASSESSMENTS

A. The Board of Directors has the power to propose assessments to the membership when found
to be necessary for the welfare of the Club. It is recognized that this power should be exercised
with prudent judgment and restraint and with due regard to the impact upon the membership of
such an assessment. Any proposal of an assessment must be by affirmative vote of the majority
of the members of the entire Board of Directors and ratified by the general membership.

B. If an assessment is approved by the general membership, it will apply as follows:
(1) Resident members shall be levied the full assessment.
(2) Non-resident members shall be levied three-fourths of the full assessment.
(3) Senior and Young Adult members shall be levied one-half the full assessment.
(4) Cruising members shall not be subject to assessments until they return to prior membership
status.
(5) Out-of-state members will be subject to assessment only if and when they return to regular,
senior or non-resident membership status.
(6) No assessments shall be levied on life/honorary/junior competitive sailing members.
C. The Board has the power to fix dates at which time an assessment shall become due and
payable, and shall have the power to prescribe appropriate, reasonable penalties for non-payment
of assessments and to exact or mitigate them in accordance with the circumstances. Failure by a
member to pay all delinquent assessments within twelve months following the assessment date
shall be grounds for dropping him from membership.

ARTICLE VII. MEMBER CONDUCT

A. The Board of Directors shall have the responsibility to ensure that an acceptable level of
conduct is maintained by the members, their families, and guests, whether on or about the Club
premises or its sailing waters, or elsewhere where courtesies and privileges may be extended to
them by virtue of their Club affiliation (i.e. GYA club reciprocity, et al.)

B. Guests who are local residents are limited to two (2) visits per month, with the exception of
invitational regattas or other open events.

C. Conduct which is dishonest, unsportsmanlike, or offensive, or which is detrimental to the
orderly functioning of the Club, or which embarrasses or places an undue imposition upon the
Club or its membership, whether or not specifically prohibited by the Club's Charter, Bylaws,
House Rules, Pool Rules, or Racing Rules, shall be taken under review by the Executive
Committee or by the Board of Directors, and upon an affirmative vote, any of the following
actions may be taken:
1. A specific verbal warning may be communicated to the party by the Commodore or other
designated Flag Officer.
2. A specific written warning to the offending party may be communicated by the Commodore.
3. In more serious cases, or after actions taken above have not been effective, the Board of
Directors may certify in writing to the party the specific charge(s), setting a date and hour for a
hearing to be conducted before the Board of Directors and/or a disciplinary committee comprised
of former Flag Officers, and inviting the party to attend for the purpose of presenting his/her
position, with supporting witnesses. After a complete hearing, including the testimony of any
witnesses, the Board of Directors and/or disciplinary committee shall adjourn into closed session
for the purpose of determining the accuracy of the charge(s). If the majority finds the charges to
be accurate the following may occur:
(a) Suspend membership, family or guest privileges for a period up to ninety days; or
(b) Authorize expulsion from membership or permanent revocation of family or guest privileges.
Failure of the party to appear, without prior excuse or arrangement, at the hearing, or his failure
to bring supporting witnesses, shall not constitute cause to delay the hearing. Members of the
Board of Directors, when they have direct knowledge of the alleged complaint, shall be allowed
to be heard as witnesses. Nothing in the above shall be construed as limiting the duties and
responsibilities of the Club Manager, its appointed employees and lifeguards, or any member of
the Board of Directors expected to maintain order and ensure compliance with the House and
Pool Rules.

ARTICLE VIII. GENERAL MEETINGS OF THE MEMBERSHIP

A. General meetings of the membership of this Corporation shall be held each year at such time
and place as may be designated herein. Prominent notice shall be published in the Chart,
e-mailed via “PYC Events” and posted at the Clubhouse no less than two weeks prior to the date
of the annual and semi-annual meetings. Thirty days prior notice is required for special meetings.

B. All proposed dues increases and assessments shall be voted on by the membership, and shall
be decided by a simple majority vote at a general meeting of the membership at which a quorum
is present.

C. Only regular members, senior members and life members (voting members) shall be allowed
to vote with regard to the affairs of the Corporation.
D. At all general membership meetings, ten percent of the voting or twenty voting members,
whichever is smaller, shall constitute a quorum for the purpose of conducting business. At all
such meetings of the membership, each voting member in good standing whose dues are current
shall be entitled to one vote.

E. A simple majority vote shall decide all elections for membership to the Board of Directors and
any other questions coming before such meetings. (Charter)

F. At general membership meetings, spouses may vote in the member's absence with the
member's written/e-mailed consent.

G. At all general membership meetings, the current edition of Robert’s Rules of Order, Newly
Revised shall apply. A Special Rule of Order, hereby inserted, limits speeches to three minutes.

ARTICLE IX. ANNUAL MEETING

A. An annual meeting of the membership shall be held in November of each year for the purpose
of electing members to the Board of Directors of the Corporation, and for conducting such other
business as is customary or necessary. The newly elected members of the Board of Directors of
the Corporation, and the newly elected Flag Officers shall assume their duties on the first day
January following the election; the outgoing members of the Board of Directors shall continue
their duties until the last day of December in the same year as the election.
B. For the election of members to the Board of Directors only, each voting member may cast an
absentee ballot which shall contain the voting member's name, club number, signature and names
of candidates for whom the member is voting. Absentee ballots for election of members to the
Board of Directors shall be accepted and counted only if there exists a quorum for the called
meeting and only if received in the club office not more than one week before nor later than noon
on the day of the meeting.

ARTICLE X. SEMI-ANNUAL MEETING

A. A semi-annual meeting of the membership shall be held in May of each year. At that time,
voting members in good standing shall be elected to sit on the Nominating Committee shall be
elected for the purpose of selecting candidates for the Board of Directors. The Nominating
Committee shall be composed of five voting members, one of whom shall be the Vice
Commodore and one of whom shall be another member of the Board of Directors selected by the
Commodore.

B. The remaining three voting members to be elected to the Nominating Committee shall be
elected from nominations made from the floor of members present at the meeting, and as each
nomination is made, said nomination shall be separately voted on by the membership and upon
the approval of the nomination, said member shall accept or reject said election. In addition to
electing three voting members to serve on the Nominating Committee, the membership shall
elect a fourth voting member to serve as an alternate on the Nominating Committee in the event
one of the aforementioned three voting members is unwilling or unable to serve and who shall
attend all meetings of the Nominating Committee.

C. The Vice Commodore shall chair the Nominating Committee. The initial meeting of the
committee will be called by the Vice Commodore within 30 days after the election.

D. The Vice Commodore shall notify, in writing (by regular or electronic mail), all members of
the Nominating Committee of their election or appointment.

E. The Nominating Committee shall nominate a slate of three (3) to six (6) members to be
submitted to the Club membership at the annual membership meeting for the election of a
corresponding number of members to fill vacancies on the Board of Directors of the Corporation.

F. The above slate shall be posted in the clubhouse and published in The Chart at least forty days
preceding the date of the annual meeting.

G. Any ten voting members in good standing may place in nomination for
directorship any other voting member upon which they agree, provided such person is eligible for
office and is so selected not less than thirty days prior to the date of the annual meeting and the
document of nomination is provided to the Vice Commodore for verification. All such
nominations shall likewise be posted in the Clubhouse and notification made to the voting
members in the Chart preceding the annual meeting.

H. No member of the Nominating Committee shall be nominated by that committee for election
to the Board of Directors during the ensuing year unless placed in nomination by ten or more
members as stated above.

I. Any candidate whose name has been placed in nomination by the Nominating Committee for
membership on the Board of Directors shall be notified by the Vice Commodore by Certified
Mail or electronic mail with return receipt within two club working days after the nomination.
Such candidates shall, in writing, within ten days after receipt of such notification, either accept
or decline the nomination. Failure to notify the Vice Commodore, in
writing, of acceptance or rejection of the nomination shall be construed as rejection.

ARTICLE XI. SPECIAL MEETINGS

A. Special meetings of the members of this Corporation may be called at such times and places
as determined by the Board of Directors or the Commodore. A petition of twenty percent of the
voting membership submitted to any officer of the Corporation shall be sufficient to call a special
general membership meeting. (Charter)

B. Special meetings of the membership shall be called to take place within sixty days after
presentation of a valid petition to an officer of the Corporation. Such petition shall fully describe
the specific item(s) at issue. An agenda for the special meeting, based upon the petitioned item(s)
shall be published and posted at least thirty days prior to the meeting. A quorum being present,
issues shall be decided by a simple majority vote of the membership, and shall be so
recognized by the Board of Directors.

ARTICLE XII. OFFICIAL NOTIFICATIONS

All official notifications to the membership shall be satisfied by publication in The Chart, posting
in the club, and/or via PYC Events e-mail.

Please report any errors/omissions to the Vice Commodore.