BY-LAWS OF LAKE CHAMPLAIN YACHT CLUB, INC.

ARTICLE I — NAME, OBJECT, ARTICLES OF INCORPORATION

Section 1. NAME. The name of this corporation, hereinafter called the Club, shall be Lake Champlain Yacht Club, Inc.

Section 2. OBJECT. The object of this Club is to promote and encourage boating and sailing on Lake champlain, while emphasizing racing, cruising, and education, without financial gain.

Section 3. ARTICLES OF INCORPORATION. The name, location of the Registered Office, the Registered Agent, and the purposes and powers of the Club shall be as set forth in the Articles of Incorporation, and these By-Laws; the purposes and powers of the Club and of its governors, Officers and Members, and all matters concerning the conduct and regulation of the business of the Club shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Incorporation; and the Articles of Incorporation are hereby made a part of these By-Laws. All reference in these By-Laws to the Articles of Incorporation shall be construed to mean the Articles of Incorporation of the Corporation as from time to time amended.

ARTICLE II — MEMBERS

Section 1. DEFINITIONS. The following terms shall have the following definitions:

(a) "Individual Member" shall mean any person who is at least eithteen (18) years of age and who is a Member in Good Standing.

(b) "Family Member" shall mean any legally recognized family unit consisting of one or more persons eligible to be Individual Members and its unmarried, dependent children under the age of twenty-four (24).

(c) "Full Member" is any Individual or Family Member who has been granted Full membership status by the Board of Governors and has paid the initiation fees and annual dues as designated. Full Members have all responsibilities, rights, and privileges of the club.

(d) "Senior Member" is any Individual Member of Family Member who has been granted Senior Membership status by thge Board of Governors. The Board may grant Senior Membership status to an Individual Member or Family Member who applies after active membership in the Club for a period of fifteen years or where the Board believes the applicant has otherwise shown the equivalent in loyal and responsible discharge of the duties of active membership. Senior Members shall have no Mooring Rights except by return to full active membership. All other responsibilities, rights and privileges of Club membership shall remain in force. Annual dues for senior Members shall be one-third (1/3) the amount fur Full Members.

(e) Associate Member" is any Individual or Family Member who has been granted Associate Membership status by the Board of Governors. Associate membership is reserved for those between the ages of 18 and 30 and will have reduced initiation fees, as determined by the Board of Governors, and dues equal to one-half the amount for Full Members. Associate Members shall have no mooring rights, voting rights or eligibility for office except by conversion to Full membership. All other responsibilities, rights and privileges of Club membership apply, with the exception of these. Associate Members will have the right to keep a one-design sailboat at the club in compliance with the Grounds section of the Club Policies and Guidelines. In the calendar year the individual or eldest family member are age 31, as of January 1, Associate Members must pay the prevailing initiation fees, minus any initiation fees paid at the tie time they became Associate members, and convert to Full membership status in order to remain Members in good Standing.

(f) "Honorary Members" are those persons or family units who have been elected Honorary Members by a unanimous vote of the Board of Governors at any regular meeting. Such Honorary members shall have all the privileges of the Club except Mooring Rights, voting and eligibility for office and shall be exempt from payment of dues.

(g) "Life Members" are those individuals or family iunits holding Life Member status as of the date of adoption of these By-Laws.

(h) "Inactive Members" are those individual or family members who have been granted this status by the Board of Governors. Inactive membership may be granted to Members in Good Standing who have moved permanently outside the club service area and wish to retain club membership. Inactive members will have no membership rights or use of club facilities except by return to full membership. A nominal fee for maintaining membership status may be set by the Board of Governors. Inactive members who have maintained a continuous membership may return to full membership by notice to the Membership Chair and payment of current dues.

(i) "Member in Good Standing" shall mean any Individual Member, Family Member, Senior Member, Associate, and Life Member who has paid any initiation fee and annual dues and performed other duties as may be required of them from time to time by these By-Laws.

(j) "Approved Applicant" shall mean any individual or family unit who has applied and been approved for membership by the Board of Governors, but who has not become a Member in Good Standing.

Section 2. NUMBER OF MEMBERS. The total number of members of the Club, and the number of memberships with Mooring Rights (as defined in Article V, below), shall be set by the board of Governors.

Section 3. APPLICATIONS FOR MEMBERSHIP. Persons at least eighteen (18) years of age may be accepted to membership in the club without regard to race, religion, color, national origin, sexual orientation, or sex. Any individual or family unit desiring membership in the Club shall present a completed Application, consisting of a Club application form, letters of recommendation from three Members in Good Standing, and the application fee prescribed by the Board of Governors from time to time. The Membership Chair shall present all Applications to the Board of Governors for consideration at the next regular meeting following receipt of the completed Application.

In the event of the legal dissolution of a family unit consisting of a family unit constituting a Family Member, each person comprising the former Family Member who is eligible to become an Individual Member shall, in the year of such dissolution, provide written notice to the Membership Chair of his or her desire to become a Member in Good Standing. Such notice shall be effective to make the requesting person a Member in Good Standing without need for paying an additional initiation fee, or additional dues for the year in which such Family member is converted to one or more Individual Members or Family Members.

Section 4. ELECTION OF MEMBERS.

(a) ELECTION OF FULL AND ASSOCIATE MEMBERS. Candidates for consideration as Full or Associate Members shall be elected by a ballot at any meeting of the Board of Governors, provided not more than one ballot is cast against them. The candidates will be notified by the Membership Chair following a vote on their application. If elected prior to January 1 of a given year, the normal Club rules pertaining to dues will apply. If elected after January 1, the new member will have thirty (30) days in which to pay the dues in full.

(b) ELECTION OF HONORARY MEMBERS. Honorary Members may be elected by a unanimous vote of the board of Governors at any regular meeting.

(c) ELECTION OF SENIOR MEMBERS. Any Member in Good Standing desiring election as a Senior Member shall submit a written request to the Membership Chair containing such request and explaining why the Member is entitled to Senior Member designation. The Membership Chair shall present the request to the Board of Governors at is next regular meeting. The request may be approved upon majority vote of the Board of Governors. The requesting member shall be notified of the decision of the Board by the Membership Chair.

Section 5. PARTNERSHIPS. If a member purchases, or otherwise joins in ownership of a yacht, with one or more non-members, all partners in such a yacht must apply for, and be accepted as, Members of the Club in order to moor such a yacht in the Club harbor and/or utilize Club facilities.

Section 6. INITIATION FEE. Each Approved Applicant who elects to become a Member in Good Standing shall pay a non-refundable initiation fee as set by the Board of Governors from time to time before being entitled to the privileges of the club. The entire initiation fee will be used for the capital fund.

Upon written request by an Approved Applicant who has elected to become a Member in Good Standing, the Board of Governors, at its discretion, may, upon good cause shown by the requesting Approved Applicant, agree to payment of the initiation fee in not more than three (3) equal consecutive annual payments coincidental with the applicant's annual dues.

Section 7. DUES. The Board of Governors shall determine the annual dues of the Club. Any increase in annual dues must be approved by the membership. All but five percent (5%) of the annual dues shall be used for the operating budget. Five percent (5%) of the annual dues shall be dedicated to the capital fund.

Any member failing to pay dues by January 1 shall be considered in arrears and be notified by the Secretary to that effect. Members in arrears after January 1 will be assessed a late penalty fee of fifty dollars ($50.00). If said dues and the late fee are not paid by February 1, the membership is terminated. If at a later date the member reapplies to the Club, the Board, who will determine acceptance and applicable fees, will consider the application.

Section 8. MEETINGS.

(a) SCHEDULED MEETINGS. The membership of the Club shall meet twice annually. One meeting shall be held within ninety (90) days of the Club's fiscal year end and shall be called the "Change of Watch." The other meeting, normally held during October, shall be called the "Annual Meeting." The time and place of the "Change of Watch" and the "Annual Meeting" shall be announced to the membership at least 10 days before the meeting.

(b) ANNUAL MEETING. At the "Annual Meeting" the Commodore and new members of the Board of Governors shall be elected, and other business placed before the membership shall be acted upon.

(c) CHANGE OF WATCH. At the "Change of Watch," the Board of Governors and new officers will assume their responsibilities. Printed copies of the Treasurer's report will be presented to the membership for their approval, and other business placed before the membership shall be acted upon.

(d) SPECIAL MEETINGS. Special meetings of the Members may be called by the Commodore or by majority vote of the Board of Governors, or on petition to the Secretary signed by at least ten (10) Members in Good Standing, delivered at least thirty (30) days previous to said meeting.

Section 9. QUORUM; VOTING. Forty (40) Members in Good Standing shall constitute a quorum at all meetings of the Club and a majority of the votes cast shall be necessary for an election or to carry a motion. Each Individual or Family Membership, as define herein, shall have one vote.

Section 10. MEMBER CONDUCT; SANCTIONS; EXPULSION. All members shall conduct themselves consistent with the stated object of the Club and are individually responsible to share their time and energy on all scheduled workdays and/or cooperative activities for the good of the Club. Any member unable to attend a workday shall contribute an equivalent service to the Club, unless such member's failure to attend workday shall have been excused by the Board of Governors.

Any member violating the rules or regulations of the Club, or exhibiting conduct unbecoming a member, or injurious to the Club, may, after appearing before the Board of Governors at a regularly scheduled meeting, be admonished, suspended, or deprived of any privileges of the Club for a stated time, by a two-thirds vote of the Board members present.

Any member may be expelled from the Club for cause by a unanimous vote of the Board of Governors at any regular Board Meeting.

ARTICLE III — BOARD OF GOVERNORS

Section 1. MANAGEMENT. The management of the Club and its affairs shall be by a Board of Governors, consisting of fourteen (14) Members. The Board of Governors shall have the control and management of all business affairs for the Club; shall have authority to execute all contracts, instruments and conveyances necessary to carry out the purposes of the Club; shall determine and set annual dues; shall prepare and approve a budget by March 1 for the financial management of the Club; shall make appointments of Officers of the Club and Board of Governors and all necessary committees of the Club; shall have charge of the election, suspension or expulsion of members; and shall be responsible for the making of rules for the use of the Club facilities.

Section 2. NOMINATION OF MEMBERS OF THE BOARD OF GOVERNORS AND COMMODORE; ELECTION OF BOARD OF GOVERNORS. Prior to the "Annual Meeting" a nominating committee consisting of all available past commodores shall nominate Members in Good Standing to fill expired and vacant unexpired terms on the Board of Governors and to nominate a Commodore. The names of those persons nominated by the committee shall be presented to the membership in the notice of the Annual Meeting. At the "Annual Meeting" persons from the membership shall be elected to serve on the Board of Governors for a term of three (3) years commencing with the Change of Watch next following their election. The replacements for members of the Board of Governors who are unable to serve a full term shall also be elected by the membership at the Annual Meeting to serve the balance of the unexpired term. All vacancies occurring in membership of the Board of Governors shall be filled by appointment by the Commodore to hold office until the next Annual Meeting.

Section 3. MEETINGS; QUORUM; VOTING. The Board of Governors shall meet immediately following the Annual Meeting or at any other time upon the call of the Commodore, or on petition of three members of the Board to the Secretary. Notice of the call of the meeting must be transmitted one week in advance to members of the Board. This warning may be dispensed with when a quorum of the Board waives such notice. Eight (8) members of the Board of Governors shall constitute a quorum. A majority of the votes of those present at a meeting of the Board of Governors shall be necessary for an election or to carry a motion.

Section 4. COMMITTEES. The Board of Governors may establish the following standing committees and others deemed necessary:

The Board of Governors shall consent by majority vote on the appointment of all standing committee chairmen by the Commodore. All standing committee chairmen shall be members of the Board, except the chairman of the Nominating Committee, who need not be a member of the Board.

The duties and responsibilities of the standing committees shall be as directed by the Board of Governors.

ARTICLE IV — OFFICERS

Section 1. OFFICERS. The operating officers of the Club shall be Commodore, Vice Commodore, Rear Commodore, Harbormaster, Secretary, and Treasurer. All officers, except the Commodore shall serve for a term of one (1) year and until their successor is elected and qualifies. The Commodore shall serve for a term of two (2) years until his or her successor is elected and qualifies. The Offices of Honorary Commodore and Honorary Vice Commodore may be filled by distinguished present or past members who have shown loyalty and devotion to the Club.

A Rendezvous Fleet Captain, Fleet Surgeon, Fleet Chaplain, Historian, and Public Relations / Neighborhood Relations person may be appointed at the pleasure of the Commodore.

Section 2. APPOINTMENT OF OFFICERS. The Commodore shall, prior to the first meeting of the Board of Governors following the "Annual Meeting', appoint from the Board a Vice Commodore, Rear Commodore, Harbormaster, and Secretary. All officers shall hold office for one (1) year commencing with the next subsequent "Change of Watch" ceremony. An Honorary Commodore and an Honorary Vice Commodore may be elected by the Board of Governors to hold office at the discretion of the Board. All vacancies occurring in the officers of the Club shall be filled by appointment by the Commodore to hold office until the next Annual Meeting of the Club.

Section 3. ELECTION OF TREASURER AND AUDITORS. At the "Annual Meeting" each year, the Treasurer and three (3) Auditors shall be elected by the membership at large, and shall hold office for one year.

Section 4. DUTIES OF THE OFFICERS.

(a) COMMODORE. It shall be the duty of the Commodore to preside at all meetings of the Board of Governors and the membership; to appoint, with the advice and consent of the Board of Governors, all standing committee chairmen; to act as ex officio member of all standing committees; to act as chief executive officer of the Club; and to perform all additional duties as directed by the Board of Governors.

(b) VICE COMMODORE. It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his duties and to officiate in his absence.

(c) REAR COMMODORE. it shall be the duty of the Rear Commodore to assist the Commodore and Vice Commodore in the discharge of their duties and to officiate in their absence.

(d) HARBORMASTER. It shall be the duty of the Harbormaster to serve as chair of the Harbor Committee and carry out the Harbor Rules as adopted from time to time by the Board of Governors. Without limiting the generality of the foregoing, the Harbormaster is authorized to assign Mooring Rights to eligible Members in Good Standing as shall be in the best interests of the Club and other members; provided, however, that the Harbormaster may not revoke an assignment of Harbor Rights unless the Member in Good Standing voluntarily relinquishes such Mooring Rights, ceases to use such mooring for a period of two years, or ceases to be a Member in Good Standing for any reason whatsoever.

(e) SECRETARY. The Secretary shall keep a record of all meetings and proceedings of the Club and Board of Governors, maintain a roster of all members, bill and collect all dues from the members, notify members who are in arrears in dues payment and perform other duties as assigned by the Board. The Secretary shall also perform the duties of Membership Chair.

(f) TREASURER. The Treasurer shall be responsible for handling receipts and expenditures of the Club, and for keeping suitable financial records and making all reports required. He shall maintain accounts in financial institutions as approved by the Board of Governors. He shall pay all bills approved by the appropriate committee chairman in accordance with the approved budget and shall render a full written report of the financial condition of the Club at the "Change of Watch."

(g) AUDITORS. The Auditors shall audit the financial records of the Club annually and report their findings to the membership at the :Change of Watch." The auditors may enlist the services of a public accounting firm to assist them in auditing the financial records of the Club.

(h) MISCELLANEOUS. The Fleet Surgeon, Fleet Captain, Chaplain, and Historian shall perform appropriate duties as directed by the Commodore.

(i) PUBLIC RELATIONS / NEIGHBORHOOD LIAISON. The Public Relations / Neighborhood Liaison officer shall assist the Commodore and Communications Committee in promoting positive relationships with the community and LCYC's neighbors.

ARTICLE V — USE OF CLUB FACILITIES

Section 1. RIGHTS AND PRIVILEGES OF MEMBERS. All Members in Good Standing and Honorary Members shall have the non-exclusing right, together with other members, to use of the Club grounds, Club house, Club boats, launch service and the right to temporarily keep a boat on the Club docks, but such right shall not include Mooring Rights unless such rights have specifically been assigned by the Club Harbormaster. All such uses and activities shall be subject to the Riles and Regulations adopted by the Board of Governors from time to time.

Any person ceasing to be a Member in Good Standing of this Club shall have no rights or privileges in or to said Club or its property by reason of former membership.

Section 2. MOORING RIGHTS. Mooring Rights entitle an eligible Member in Good Standing to moor a boat in a harbor position assigned by the Harbor Master. This position includes an anchor and the appropriate swinging circle as defined by the LCYC Mooring Standards. The concrete anchor blocks and the screw anchor/flexible rode systems remain the property of the Club. All other mooring tackle must be provided and maintained by the member in a seamanlike condition in accordance with LCYC Mooring Standards. The Harbor Master shall have the absolute right to move or reassign the mooring position of a member's boat in the best interests of the Club and the safety of the harbor. An assignment of Mooring Rights may not be revoked unless the Member in Good Standing voluntarily relinquishes such Mooring Rights, ceases to use such mooring for a period of two years, or ceases to be a Member in Good Standing for any reason whatsoever.

The club makes no warranty as to the suitability or condition of the anchor systems assigned to members for their use and shall abide by harbor rules adopted by the Board of Governors from time to time. It is understood that mooring positions may be reassigned at the discretion of the Harbor Master. All mooring ground tackle (other than anchors) and pennants shall be installed and maintained by the member in compliance with any and all Harbor Rules adopted by the Board of Governors from time to time.

Section 3. REQUEST FOR MOORING RIGHTS. Any Approved Applicant or eligible Member in Good Standing who intends to moor a boat in the Club's officially designated harbor area shall request assignment of Mooring Rights by the Harbor Master. If there are more requests for Mooring Rights than there are mooring areas at any given time, the name of the requesting Approved Applicant or eligible Member in Good Standing shall be placed on a Mooring Wait List maintained by the Harbor Master in the order in which such request is received by the Harbor Master. The Harbor Master shall assign mooring areas in accordance with the Harbor Rules adopted by the Board of Governors from time to time, and in the following order of preference:

(a) Eligible Members in Good Standing who have previously relinquished Mooring Rights.

(b) Eligible Members in Good Standing without Mooring Rights.

(c) Senior Members returning to Full Membership status.

(d) Associate Members converting to Full Membership status.

(e) Inactive Member returning to Full Membership status.

(f) Children of Family Members who are no longer part of the legally recognized family unit prior to their 24th birthday.

(g) Approved Applicants.

No Member in Good Standing may be assigned the right the the use of more than one mooring area.

Upon being assigned Mooring Rights, an Approved Applicant must immediately take all steps and pay all fees necessary to become a Member in Good Standing. Upon being assigned Mooring Rights the member shall pay the Treasurer a deposit in amount determined by the Board of Governors from time to time (the "Mooring Deposit") to enable the Club to reimburse itself for any expenses incurred by the Club for decommissioning a mooring deemed unsafe by the Harbor Master. Upon written request, the unused balance of the Mooring Deposit shall be returned when the Member in Good Standing relinquhishes his Mooring Rights or ceases being a Member in Good Standing. The foregoing notwithstanding, the safety of an assigned mooring shall remain the sole responsibility of the member, and the Club shall decommission a mooring only after the member has failed to take action as directed by the Harbor Master.

Section 4. COMMERCIAL USE OF THE CLUB. Members' yachts may not be chartered or let for hire from Club facilities. Club facilities may not be used for commercial brokerage of boats without the expressed written permission of the Board of Governors.

Section 5. GUEST PRIVILEGES.

(a) GUEST MOORINGS. The Board of Governors may establish rules, time limits, and fees for the use of guest moorings by visiting non-member yachtsmen. Such rules, limits and fees shall apply to all such guests, whether using membership or club-owned moorings. All fees shall accrue to the Club only, and not to any Member, and the Board of Governors shall have full authority over their use.

(b) USE OF CLUB BY MEMBER INVITEES. Members in Good Standing may allow invited non-member guests to use Club facilities or the member's boat without fee, provided the guest is accompanied by the Member in Good Standing. Non-member use of Club facilities or the member's boat without the Member in Good Standing present is prohibited except with the expressed approval of the Board of Governors. If such use is approved, the Board of Governors may require a guest fee to be paid to the Club by the member or the invited guest.

ARTICLE VI — AMENDMENTS

Amendments to these By-Laws shall be presented to the Club for action on recommendation of the Board of Governors, or on petition by ten (10) Members in Good Standing presented to the Secretary in writing, and shall be submitted for action by the Club at any meeting after notice of such prorposed amendments shall have been mailed to each member of the Club at least ten (10) days prior to such meeting. A majority vote of members present shall be necessary for the adoption of such amendments.

END NOTE

In 2000 Commodore Steve Unsworth commissioned a special committee to review the By-Laws and propose a cleaned and streamlined version. Those revised By-Laws were adopted by affirmative vote of the Members of Lake Champlain Yacht Club, Inc. on May 20, 2001. Amendments adding new "Associate" and "Inactive" Membership categories were adopted on October 16, 2004, and an amendment adding an additional (14th) Board position was adopted on October 15, 2005, both by affirmative votes of the Members of Lake Champlain Yacht Club, Inc.