ARTICLE I. Instruments Governing the Club

Section 1. Instruments governing the Club. The Club shall be governed by regulations contained in its Articles of Incorporation, Constitution, Bylaws, and Rules of the Club.

ARTICLE II. Membership.

Section 1. Election. An application for membership in the Club shall be in writing on such forms as are approved by the Board of Directors. Each application shall contain the signatures of two members, one who shall nominate and one who shall endorse. Each application, together with the appropriate annual dues and initiation fees as currently determined by the Board of Directors, shall be submitted to the Secretary.

Approval or disapproval of the application shall be made with or without cause by a vote of the Membership Committee as is provided in the Bylaws and Rules of the Club. If the application is approved, the Secretary shall notify the applicant. If the application is disapproved, the Secretary shall notify the nominating member and return the annual dues and initiation fee to the applicant. The nominating member may appeal to the Board of Directors who, following a hearing to be schedule for the next regular meeting of the Board, shall approve or disapprove the appeal. The decision of the Board shall be final.

A person whose application was disapproved may reapply in any succeeding calendar year with the same status as that of a new applicant.

Section 2. Honorary Membership. To reward and honor a person judged worthy, the Board of Directors at its discretion may elect said person or persons to honorary membership in the Club which shall be for the life of said person. An honorary member shall have all privileges and rights of membership, including the rights to vote and hold office, and all obligations of membership, except that an honorary member shall not be required to pay annual dues, assessments, or initiation fee that might otherwise be applicable.

Section 3. Commodore Emeritus. To reward and honor a Past Commodore who has performed extraordinary and meritorious service to the Club, the Board of Directors at its discretion may elect the Past Commodore to the rank of Commodore Emeritus, which distinction shall continue throughout the Commodore's life and shall include honorary membership.

Section 4. Membership Card. Upon request of a current member the Secretary shall issue an appropriate card as evidence of membership.

Section 5. Nontransferable. Membership in the Club shall be neither transferable nor assignable.

Section 6. Additional Privileges of Membership:

Subsection 6.1. Spouse. The spouse of a member who either is legally married at the time of approval of the member's application or is elected to honorary membership, or becomes legally married following a period of membership, shall be a member, ipso facto, with all rights, privileges, obligations of membership including the rights to vote and hold office, unless said spouse refuses or resigns membership, or is removed from membership as provided hereinafter.

Subsection 6.2. Unmarried Dependents. A person who is unmarried and who is primarily dependent on member parent(s), as differentiated from being financially independent and living separately from member parent(s), or a person who has special guest status as hereinafter provided, shall have privileges to use Club facilities and participate in Club activities, subject to provision in the Rules of the Club; but said person may neither vote nor hold office in the Club. Subject to appropriate fees and rules including age restrictions, said person shall be eligible to attend the Swimming School and the Sailing School of the Club and shall be eligible to join the White Lake Junior Yacht Club.

Subsection 6.3. Special Guest Status. A person who qualifies in the following three ways shall be eligible for special guest status as provided hereinafter: the person('s)

(a) Shall not have attained the age of nineteen years by the first day of September of the current year;

(b) Parent(s) or guardian live outside Muskegon County and will not be in the White Lake area for any period or periods of time. June through August of the current year, that will total seven days;

(c) Shall, during the period or parental absence, reside with and be the entire responsibility of a member of the Club.

Said person shall be awarded special guest status during said period of parental absence if said member submits a written request to an Officer of the Club and if said request is approved by any two Officers and recorded in the minutes of a meeting of the Executive Committee.

Subsection 6.5. Information. All newsletters and/or bulletins issued by the Club shall be mailed to each member or member/spouse at the current address as registered with the Secretary.

Except for closed sessions of the Board of Directors or Executive Committee as provided in these Bylaws, any member may attend any meeting of the Board of Directors, Executive Committee, or any meeting of any committee of the Club.

Upon request a member shall receive one copy of the Constitution, Bylaws, and Rules as currently amended, from the Secretary.

Upon written request submitted to the Secretary, a member may make a reasonable appointment to examine the minutes of meetings of the general membership, the Board of Directors, and the Executive Committee.

Upon written request submitted to the Treasurer, a member may make a reasonable appointment to examine the financial records of the Club.

Subsection 6.6. Resignation. A member may resign membership by submitting to the Secretary a signed document to that effect, providing that said member shall have no indebtedness to the Club, including annual dues and assessments.

Section 7. Additional Obligations of Membership.

Subsection 7.1. Dues. Members shall be liable for dues on the first day of December for the year following, and shall be delinquent if dues are not paid by the fifteenth day of March. Penalties, if any, for delinquency shall be determined by the Board of Directors and specified in the Rules of the Club.

The Board of Directors shall set, and from time to time may reset, the amount of annual dues and assessments for the membership, and said amount shall be specified in the Rules of the Club. Annual dues shall be set as Family Membership Dues or as Single Membership Dues as follows:

(a) If a member is legally married, or if an unmarried member has dependent child or children as previously defined in these Bylaws, dues shall be paid in the amount set for Family Membership Dues. Dues are subject to increase as provided in the Rules of the Club if either said member or spouse, if any, has attained the age of thirty years.

(b) If a member is unmarried and has no dependent children as previously defined in these Bylaws, he shall pay dues in the amount set for Single Membership Dues. Dues are subject to increase as provided in the Rules of the Club if said member has attained the age of thirty years.

Subsection 7.2. Change of Address. A member shall notify the Secretary in writing of any change of address, and by failure to do so shall waive right to any notice and/or mailings that are otherwise required by the Constitution, Bylaws, and/or Rules of the Club.

Subsection 7.3. Squadron Register. Inasmuch as the Secretary of the Club is charged to keep the Squadron register current, a member shall provide the Secretary the requisite information in writing concerning his yachts, boats, canoes, and any other watercraft of his that is used on White Lake for his or his dependents use.

Section 8. Termination. A member shall forfeit membership for failure to pay any indebtedness, including annual dues and assessments, to the Club within the time allotted by the Rules of the Club.

A member shall forfeit membership for failure to conform to the Bylaws and/or Rules of the Club, which determination shall be made by the Executive Committee in accordance with provisions in Article IV Section 13 of these Bylaws.

Termination of the membership of any member shall automatically terminate the spouse's membership, if any, and the privileges of dependent children, if any.

Section 9. Membership Limit. A limit on the number of memberships in the Club may be set by the Board of Directors from time to time and, if so, shall be specified in the Rules of the Club. For the purpose of counting the total number of memberships, the two memberships of a husband and wife shall be counted as being one membership.

ARTICLE III. Meetings of Members.

Section 1. Annual Meeting. With no notice required other than this Bylaw, the annual meeting of the members shall be held on the fourth Friday of August in each year, at 7:00 p.m. at the Clubhouse, for the purpose of electing Directors and Officers, and for the transaction of such other business as may properly come before the meeting, provided said meeting may be adjourned by resolution of the Board of Directors for a time not to exceed two weeks.

Section 2. Special Meetings of Members. Special meetings of the members may be called by the Commodore at the Commdore's own discretion and shall be called by the Commodore upon the request in writing of seven members.

Section 3. Place of Meeting. No annual or special meeting of the general membership of the Club as authorized by this Article shall take place outside of Muskegon County.

Section 4. Notice. Written or printed notice stating the place day, time, and purpose or purposes for which the special meeting is called, shall be delivered to each member not less than ten days before the day of the meeting, either by ordinary mail or through publication in the official bulletin or newsletter of the Club by or at the direction of the Commodore or persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope with postage thereon prepaid, addressed to the member at the address as it appears on the records of the Club. Any member may waive notice and consent to the holding of any meeting. The attendance of a member at any meeting constitutes a waiver of notice of the meeting, except if a member attends a meeting for the express purpose of objecting at the beginning of the meeting because the meeting is not lawfully called or convened or objects thereafter because an item of business is brought before the meeting which had not been included in the notice of meeting.

Section 5. Quorum. The presence of fifteen members in person shall be requisite and shall constitute a quorum at all meetings for the purpose of transacting business. Whether or not a quorum is present, a meeting may be adjourned by the affirmative vote of a majority of the members present. At such meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 6. Rules of Order. The rules contained in Robert's Rules of Order shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with the Constitution and/or Bylaws of this Club.

ARTICLE IV. Board of Directors.

Section 1. Specific Powers. The general powers of the Board of Directors as specified in the Constitution includes but is not limited to, the specific powers listed in this Section.

The Board of Directors or its agents as designated by the Board of Directors or by these Bylaws shall be specifically responsible for the establishment, acquisition, development, management, maintenance, use, and/or disposition of the following:

(a) the Swimming School and the Sailing School;

(b) the official newsletter or bulletin;

(c) all names and methods of fulfilling the purposes of the Club as specified in the Constitution;

(d) all Club rules governing financial matters, the conduct of members and guests of members, yacht races, regattas, docking and mooring, and such other matters as the Board of Directors shall deem necessary for the operation of the Club;

(e) all Club policies and procedures statements guiding committees and appointees in their duties, functions, and operations.

The White Lake Junior Yacht Club, its business, and its affairs shall be subject to the approval of the Board of Directors of the Club.

Section 2. Regular Meetings. At least two regular meetings of the Board of Directors shall be held each year as follows:

(a) A regular meeting shall be held in the spring of each year on or near the Memorial Day weekend at a date, time, and place specified in a written notice, which the Secretary shall mail to each member of the Board of Directors at the current address as registered with the Secretary, not less than ten days nor more than ninety days before the date of said meeting.

(b) A regular meeting shall be held without other notice than provided by this Bylaw, immediately after, and at the same place as, the annual meeting of members.

Section 3. Special Meetings. Special Meetings of the Board of Directors may be called by the Commodore at the Commodore's discretion and shall be called by the Commodore upon written request of any five members of the Board of Directors.

Section 4. Place of Meeting. No regular or special meeting of the Board of Directors as authorized by this Article shall take place outside of Muskegon County.

Section 5. Notice. Notice of the date, time, place, and purpose of any special meeting shall be given at least ten days previous thereto by written notice delivered personally or by mail to each Board or Directors member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope with postage thereon prepaid, addressed to each Director at the address as currently registered with the Secretary. Any member of the Board of Directors may waive notice of any meeting. The attendance of a Board of Director member at a meeting shall constitute a waiver of notice of the meeting, except when a Board of Director member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened or thereafter if an item of business comes before the Board which had not been specified in the notice of special meeting.

Section 6. Quorum. Ten members of the Board of Directors then in office constitutes a quorum for the transaction of business at any meeting of the Board of Directors, provided that if a quorum is not present, those members present may adjourn the meeting without further notice.

Section 7. Closed Sessions. The Board of Directors or the Executive Committee, at any regular or special meeting, may vote to go into closed session in which no one but Directors may attend in order to discuss salaries of employees, the acquisition or disposal of property, to hear and discuss appeals concerning membership application, to hear and discuss testimony and evidence concerning the censure, disciplining, or removal of a member from either membership or from any position or office in the Club, or to discuss any other issue in which the majority of Directors present deem the desirability of confidentiality warrants closing the meeting, providing that any member may attend if accused of improper conduct or malfeasance.

Section 8. Manner of Acting. The action of the majority of members of the Board of Directors present at a meeting at which a quorum is present constitutes the action of the Board of Directors, unless the vote of a larger number is required by statue, the Articles of Incorporation, Constitution, or these Bylaws.

Section 9. Manifestation of dissent. A member of the Board of Directors who is present at a meeting of the Board of Directors at which action on any Club matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless the Director files written dissent to such action with the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Club immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Board of Directors member who voted in favor of such action.

Section 10. Chairman. At all meetings of the Board of Directors, the Commodore or Vice Commodore, or in their absence a Chairman chosen by the Directors, shall preside.

Section 11. Committees of the Board of Directors. Committees which shall be comprised solely of members of the Board of Directors shall include the Executive Committee, the Nominating Committee and the Membership Committee.

The Board of Directors may designate and appoint one or more additional committees of the Board of Directors for a purpose and term and with powers and authority as shall be specified by the Board of Directors. Each said committee shall consist of one or more of the members of the Board of Directors.

Section 12. Executive Committee. The Executive Committee shall consist of the Commodore, Vice Commodore, Rear Commodore, Secretary, Treasurer, and the immediate two Past Commodores. The Executive Committee may exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Club, except that said committee shall not have the power or authority to amend the Articles of Incorporation or the Bylaws of the Club, to recommend to members a dissolution of the Club or a revocation of dissolution, or to sell or purchase capital assets not previously approved by the Board or Directors. All action taken by the Executive Committee shall be reported to the Board of Directors at the next regular meeting of the Board of Directors thereafter and, if the rights of third parties have not intervened, shall be subject to revision or recision by the Board of Directors.

Subsection 12.1. Meetings. Meetings of the Executive Committee shall be called as the Commodore or as any two other Executive Committee members deems necessary for a date, time and place to be stated in a notice of meeting which shall be delivered orally, or in writing, personally or by mail, to each member of the Executive Committee. If delivered by mail, the notice shall be mailed at least five days prior to the date of said meeting. Notice of meeting shall not require specification of the purpose or purposes for which the meeting is called.

If all members of the Executive committee are gathered in one location and all said members agree, a meeting may be held immediately without prior notice.

Subsection 12.2. Participation by Communication Equipment. A member of the Executive Committee may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating can hear one another. Participation in a meeting pursuant to this provision constitutes presence in person at the meeting.

Subsection 12.3. Quorum. A quorum of the Executive committee shall consist of any four members of said Committee. Approval of questions coming before the Executive Committee, except as provided in the Constitution, shall require an affirmative vote of the majority of the entire Executive Committee.

Subsection 12.4. Informal Action by Executive Committee. Action required or permitted to be taken pursuant to authorization voted at a meeting of the Executive Committee, may be taken without a meeting if, before or after the action, all members of the Executive Committee consent thereto in writing. The written consent shall be filed with the minutes of the proceedings of the Committee and shall have the same effect as a vote of the Executive Committee for all purposes.

Section 13. Grievance and Discipline Committee. The Executive Committee shall serve, if need should arise, as a Grievance and Discipline Committee. Upon request of the Commodore, the Judge Advocate of the Club shall act as advisor to said Committee but shall not be a member thereof. Said Committee shall have power to reprimand, censure, fine, suspend, or expel any member or take any other action which may seem necessary and proper under the circumstances for unbecoming conduct or for implication in any occurrence injurious to the good order, business or welfare of the Club or at variance with its Articles of Incorporation, Constitution, Bylaws, or Rules. Any such disciplinary action by said Committee shall be taken only after a hearing, at which time the member proposed to be disciplined shall be given the opportunity to hear testimony, to present a defense, and to call and cross-examine witnesses. Written notice by certified mail of said hearing shall be given to the member proposed to be disciplined at least five days prior to the hearing.

In extreme cases requiring prompt action, the Commodore may suspend immediately any member whose conduct is inimical to the welfare of the Club. As soon as possible after such suspension, the said Committee shall issue a notice and conduct a hearing as specified above, and may take appropriate action.

Section 14. Nominating Committee. The Nominating Committee shall consist of the immediate Past Commodore who shall serve as Chairman, the Vice Commodore, the Rear Commodore, and two members appointed by the Commodore from the Board of Directors; said appointed members shall not also be members of the Executive Committee.

By the first day of August in each year, the Secretary of the Club shall advise the Chairman of the Nominating Committee which offices need to be filled by the general membership at the annual meeting. Said offices include that occupied by each of the five Officers and such vacancies that may have occurred on the Board of Directors by reason of death, resignation, disqualification, removal from office, or by action of the Board of Directors increasing the number of directorships.

The requisite quorum for meetings of the Nominating Committee shall be all members of said committee. Said Committee shall meet, as frequently as need be, to propose, discuss, and by secret ballot, elect candidates, judged most likely to act in the best interest of the Club, for possible nomination to the offices which need to be filled. If a member of the Nominating Committee is unable to attend meetings or refuses to act, an alternate member shall be appointed by the Commodore from the Board of Directors.

The Chairman of the Nominating Committee shall discuss with each said candidate the responsibilities of the office for which said candidate is being considered. If the said candidate agrees to run for said office, the Nominating committee shall place that name in nomination at the annual meeting of members. If the said candidate does not agree to run for said office, the Nominating Committee shall again meet to select another candidate for said office.

Section 15. Membership Committee. The Rear Commodore shall serve as Chairman of the Membership Committee. The Rear Commodore shall select, subject to approval of the Commodore, four other members of the Board of Directors willing to serve anonymously to approve or disapprove applications for membership in the Club. The Membership Committee shall act with reasonable promptness on all applications for membership submitted to said Committee. Any negative vote by any member of the Membership Committee will cause a disapproval of the application. The numerical result of the vote of said Committee will be submitted by the Chairman to the Secretary for action as provided in these Bylaws.

Section 16. Indemnification. Each person who is or was a director or an officer of this club shall be indemnified by the Club to the fullest extent permitted by corporation laws of the State of Michigan, as they may be in effect from time to time; provided, however, the corporation shall have no obligation to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such director or officer without authorization of the Board of Directors. This Club may purchase and maintain insurance on behalf of any such person against and liability incurred by such person in any such capacity or arising out of the director's status as such, whether or not the Club would have power to indemnify such person against such liability under the laws of the State of Michigan.

ARTICLE V. Duties of Officers.

Section 1. Commodore. The duties of the Commodore are as follows:

The Commodore

(a) shall be the principal executive officer of the Club, but may from time to time delegate all or any part of the duties of the office of Commodore to the Vice Commodore;

(b) shall, subject to the approval of the Board of Directors, supervise and manage the business affairs of the Club;

(c) shall see that all orders and resolutions of the Board are carried into effect;

(d) shall command the Squadron;

(e) shall, when present, preside at all meetings of the members, Board of Directors, and Executive Committee;

(f) shall appoint such special officers, appointees and committees as may be required to properly conduct the duties of his office;

(g) shall be an ex officio member of all committees;

(h) shall perform such other duties as are given him by the Board of Directors or the Bylaws.

Section 2. Vice Commodore. The Vice Commodore shall assist the Commodore, shall act as chairman of the House Committee, and shall perform such other duties as from time to time may be assigned by the Commodore or by the Board of Directors. In the absence of the Commodore or in the event of his death, resignation, removal from office, or inability or refusal to serve in his office, the Vice Commodore shall perform the duties of the Commodore, and when so acting shall have all the powers of and be subject to all restrictions upon the Commodore.

Section 3. Rear Commodore. The Rear Commodore shall assist the Commodore and the Vice Commodore, and shall act as Chairman of the Membership Committee, and shall perform such other duties as from time to time may be assigned by the Commodore or by the Board of Directors.

Section 4. Secretary. The duties of the Secretary are as follows.

The Secretary:

(a) shall keep the minutes of the meetings of the general membership, the Board of Directors, and the Executive Committee in one or more books provided for that purpose;

(b) shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

(c) shall be custodian of the Club records;

(d) shall keep a register of the post office address of each member, which address shall be furnished to the Secretary by each member;

(e) shall keep a register of the boats enrolled in the Club Squadron;

(f) shall keep currently amended copies of the Constitution, Bylaws, and Rules to supply to any member upon his request;

(g) shall pay over to the Treasurer all moneys collected;

(h) and in general shall perform all duties incident to the office of Secretary and other such duties which from time to time may be assigned by the Commodore or by the Board of Directors.

Section 5. Treasurer. The duties of the Treasurer are as follows.

The Treasurer:

(a) shall have charge and custody of and be responsible for all funds and securities of the Club;

(b) shall receive and give receipts for moneys due and payable to the Club from any source whatsoever, and deposit all such monies in the name of the Club in such banks, trust companies or other depositaries as shall be selected by the Board of Directors;

(c) shall report at the annual meeting the financial condition of the Club;

(d) shall submit the books of the Club for annual audit;

(e) and in general shall perform all of the duties incident to the office of Treasurer and such duties as from time to time may be assigned to by the Commodore or the Board of Directors.

If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 6 Spending Limits.

The Board of Directors shall establish and from time to time review and revise, if appropriate, spending limits for each of the officers referenced in Section 1. The Board of Directors, or in their absence the Executive Committee, must authorize expenditures that exceed the established limits.

ARTICLE VI. Committees and Appointees.

Section 1. House Committee. The Vice Commodore shall serve as Chairman of the House Committee. The other members, if any, of the House Committee shall be appointed by the Commodore or by the Vice Commodore. The House Committee shall manage the maintenance, repair, and improvements of all property of the Club including the buildings and structures, land, and personal property of the Club; and shall direct the Club Manager and the manager's assistants in the performance of their duties. The House Committee may from time to time delegate all or a portion of its responsibility to other appointees or committees.

Section 2. Finance Committee. The Treasurer shall serve as Chairman of the Finance Committee. The Rear Commodore and Slip Administrator shall serve on this Committee, as shall a minimum of two additional Board Members nominated by the Treasurer and approved by the Commodore. The Club Manager and Club Accountant shall be non-voting members of this Committee. Each fall the Finance Committee shall project a budget as the basis for its recommendation to the Executive Committee of fees and dues for the next fiscal year, and each spring it shall recommend a budget to the Executive Committee for the current fiscal year. In addition, the Finance Committee shall perform other such duties as may be assigned by the Board of Directors, the Commodore or the Executive Committee.

Section 3. Waterfront Committee. The Waterfront Committee shall be responsible for the permanent docks, moorings, removable (seasonable) docks, beach and Club waterfront. Their responsibilities shall include managing dock maintenance, arranging for seasonal docks in and out, annual slip and mooring assignments, managing dinghy and small sailboat beach spaces, weed treatments and regular beach cleanup as necessary. The Waterfront Committee shall also be responsible for obtaining and keeping current appropriate permits.

Section 4. Other Committees and Appointees. Subject to approval of the Board of Directors and for a one-year term of office, the Commodore shall appoint such other committees and appointees as the Commodore deems necessary for proper operation of the Club.

Documents containing policies and procedures for the guidance of members performing such duties shall be established and kept current with actual practice by such committees and appointees, if active. The Secretary shall preserve these documents appropriately.

At the annual membership meeting the Commodore shall request that each of these committees and appointees present an annual report which summarizes their activities of the past year and, if appropriate, which makes recommendations for the future. The Commodore shall request that each committee and appointee submit a written summary of said report to the Secretary who shall preserve said reports appropriately.

ARTICLE VII. Extension of Club Privileges to Nonmembers.

Section 1. Extension of Club Privileges to Nonmembers. At its discretion the Board of Directors, on an annual basis, may extend the privileges of the Club gratis to any named person or persons judged worthy and such person or persons may use the Club facilities and attend Club functions; providing that such distinction of itself shall not confer membership in the Club.

ARTICLE VIII. Liquor.

Section 1. Liquor. The Club shall not sell or serve hard liquor (spirits, as defined by law) by means of over-the-counter or table service at regular hours and days of the week similar to public bars or private club bars which are open for business at regular hours and days of the week as distinguished from occasional scheduled parties of the whole membership; provided that nothing herein contained shall be construed to preclude the Commodore, in the performance of a Commdore's duties and subject to the approval of the Board of Directors, from planning and providing for appropriate social function for the recreation of members and their guests at which hard liquor (spirits, as defined by law) may be served and/or sold.

ARTICLE IX

Section 1. Amendments. Except as provided in Section 2 of this article, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds vote of the Board of Directors attending a regular meeting, a quorum being present, provided a proposal of said action was submitted in writing at the preceding regular or special meeting.

Section 2. Amendment of Article VIII. Amendment or repeal of Article VIII of these Bylaws shall require the unanimous vote of the members of the Club.

Adopted 1927, revised 1952, revised1983, revised 1998, revised 2004, reprinted 2006