KOLLEGEWIDGWOK YACHT CLUB

BY-LAWS

I. PURPOSES OF THE CORPORATION

1. The purposes of the Kollegewidgwok Yacht Club, Inc. (the “Club”) are to establish, maintain and conduct a yacht club for the benefit of members, to promote yachting and yacht racing as amateur sports, to provide a clubhouse, to maintain boats, landing stages and other conveniences, and generally to afford members all the usual privileges, advantages, conveniences and accommodations of a yacht club, and to perform all acts necessary and incident to the foregoing purposes.

2. To fulfill its purposes the Club may take and hold personal property or real estate by purchase, gift or bequest and may use and dispose thereof for the purposes of the Club and shall have all the powers, rights and privileges conferred by the State of Maine and the United States government, under their respective laws and regulations as from time to time amended and supplemented.

II. MEMBERS

The Club shall have Members who are so designated in accordance with the membership standards specified in these By-laws and as further specified from time to time by the Council. The Members shall have the powers set forth in these By-laws and as provided by applicable law.

III. COUNCIL

1. The affairs, funds and property of the Club shall be managed by, or under the direction of, a Council of Directors (the “Council”). It shall be the duty of the Council to carry out the purposes of the Club, subject to and in accordance with these By-laws, except to the extent that certain powers belong to the Members of the Club. Individuals who serve on the Council must be Members of the Club in good standing and must maintain that status throughout their service on the Council.

2. The Council shall include the following voting members: the Club Officers (Commodore, Vice Commodore, Rear Commodore, Secretary, and Treasurer); the Chairs of Standing Committees designated by the Nominating Committee; one or more of the Fleet Captains (at the discretion of the Commodore); and a number of Council members at large. The voting members of the Council shall be a minimum of three (3) and shall not exceed nineteen (19) at any one time. In addition, ex-Commodores shall be life members of the Council, ex-officio but without voting rights. If an Officer or a member of the Council does not intend to be in Blue Hill for at least one month of the summer season following his/her election, the Commodore, with the concurrence of the Council, may declare that his/her office has become vacant and may appoint a successor in accordance with these Bylaws who shall hold office for the balance of the unexpired term.

3. The voting members of the Council shall be elected at the Annual Meeting of Members in accordance with these By-laws. An Officer of the Club elected by the Members shall serve on the Council for the period of time the individual holds the Officer position, as specified in these By-laws. Fleet Captains, as appointed and serving at the discretion of the Commodore, shall serve for the period that the individual remains a Fleet Captain. Committee Chairs who are members of the Council shall serve one-year terms as Chair and on the Council, and may be reelected. Members of the Council at large shall be elected for three-year terms and may be reelected, provided that their terms are not consecutive. Annually the Council shall review and recommend to the Nominating Committee how many and which Standing Committee Chairs shall be eligible for Council membership and how many votes on the Council shall be allocated among the Fleet Captains. Any vacancy on the Council that occurs between Annual Meetings may be filled by the Commodore in consultation with the other Flag Officers, and the designated individual shall serve until the next Annual Meeting.

4. The Council shall meet at such times and places, either within or without the State of Maine, as it may designate. Special meetings may be called by the Commodore or shall be called at the written request of three (3) members of the Council. Notice of a meeting shall be sent, at least ten (10) days in advance of the meeting, by mail or electronic means, as designated by the Council. Attendance at a meeting without protest by a member of the Council shall constitute waiver of notice.

5. A majority of the voting members of the Council, if present at a meeting in person, shall constitute a quorum of the Council. Attendance in person includes participation by electronic means that permit the Council members to hear each other simultaneously during the entire course of the Council meeting. Unless a greater percentage is required by these By-laws or by statute, an action of the Council shall require a majority vote of the Council members present at a meeting at which there is a quorum. Only a single vote may be cast by a Committee with Co-Chairs or where there is more than one individual designated a Captain of a specific Fleet. There shall be no voting by proxy.

6. The Council may act without a meeting by the unanimous written consent of all members of the Council in accordance with Maine State law.

7. A decision of the Council with regard to the interpretation of these By-laws shall be final and binding.

IV. OFFICERS

1. The Officers of the Club shall be a Commodore, a Vice Commodore, a Rear Commodore, a Secretary and a Treasurer. They shall be ex-officio members of the Council. In addition to the duties of the respective Officers specified in these By-laws, each of them shall perform such other duties as may be assigned to them by the Council or by the Commodore.

2. The Commodore, Vice Commodore, and Rear Commodore shall be the Flag Officers of the Club.

3. The Officers shall serve one-year terms. Officers may be reelected.

4. One Flag Officer designated by the Commodore may serve as a member, Ex-Officio but without voting rights, on each Club committee except for Membership, Nominating and Audit.

5. Commodore - The Commodore shall preside at all meetings of the Council or the Members (including any special meetings). The Commodore shall appoint the members of Club committees and may, from time to time, appoint additional special committees and bodies to undertake activities useful for the operation of the Club. The Commodore shall exercise overall responsibility for administration and personnel, and such other duties as from time to time are directed by the Council or the Members. The Commodore shall be responsible for assessing the long-term prospects of the Club and recommending to the Council or the Members any actions and/or policies that seem necessary or appropriate to enhance its long-term prospects.

6. Vice Commodore - The Vice Commodore shall fulfill the duties of the Commodore when the Commodore is not available and shall undertake additional duties and responsibilities as directed by the Commodore or the Council.

7. Rear Commodore - The Rear Commodore shall fulfill the duties of the other Flag Officers when they are not available, shall undertake other duties and responsibilities as directed by the Commodore or the Council, and shall generally assume responsibility for coordinating the relationship between the Club and the sailing education program of KSEA, as well as the KYC Junior Program activities.

8. Secretary - The Secretary shall give notice of all meetings of the Members and of the Council, and shall keep the minutes of such meetings. He/she shall oversee the maintenance of the records of the Club and of the Council. He/she shall be the keeper of the seal of the Club, and maintain a current record of its By-laws. The Secretary shall perform such other duties as may from time to time be requested by the Commodore or the Council.

9. Treasurer - The Treasurer shall be the Chair of the Finance Committee and shall be responsible, subject to the direction of the Commodore and the Council, for overseeing the financial interests and the financial affairs of the Club, including the financial records of the Club (capital and operating accounts). He/she shall prepare and submit to the Council a report of the financial operations of the Club for each fiscal year ending December 31, and shall submit for the approval of the Council an operating budget for the next fiscal year beginning January 1.

V. FINANCES

1. The Council is responsible for managing the finances of the Club and may rely on the assistance of a Finance Committee in this responsibility.

2. The funds of the Club may be retained in whole or in part in cash, or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds and other securities, as the Council in its uncontrolled discretion may deem desirable, provided that such is consistent with these By-laws and applicable federal and state laws. The Council may rely on the advice and assistance of professional investment managers.

3. The Council shall maintain operating, capital and endowment accounts as needed to conduct the operations of the Club and to provide for its long-term viability. In coordination with the Treasurer and the Finance Committee, the Council shall determine the prudent management of the Club’s assets, including the terms upon which the Club may use, or borrow from, the assets in its endowment to finance capital expenditures.

VI. COMMITTEES

1. Committees of the Club shall be responsible for their assigned purposes and activities. Standing Committees shall be those committees responsible for ongoing activities of the Council and the Club, including Finance, Audit, Nominating, Race, Properties, House, Prize/Store, Membership and Junior Program Committees. The Council may from time to time create an additional Standing Committee or eliminate a Standing Committee. Other committees may be appointed by the Council from time to time as needed. The Chairs and members of all Standing Committees must be Members of the Club in good standing. Committee Chairs and Co-Chairs who are to serve on the Council shall be proposed by the Nominating Committee and elected by the Members at the Annual Meeting in accordance with these Bylaws. Committee Chairs who are not members of the Council shall be appointed by the Commodore. Committee Chairs shall serve for a one-year term and may be re-elected or re-appointed. Unless otherwise stated in these By-laws, Chairs may recommend to the Commodore Members of the Club to be appointed to their committees. Committees may, in consultation with the Council, develop operating protocols for conducting committee business and shall keep such records as are necessary to document their activities. Committee Chairs shall report to the Commodore and the Council as requested by them.

2. RACE COMMITTEE. The Race Committee shall schedule, make arrangements for and conduct all races (except Junior Program races) held by or under the authority of the Club, and shall decide, in conformity with the racing rules, all questions that arise respecting such races. The Committee shall see that the results of each series race, and the standing of all boats competing, are posted in the Clubhouse and made available to the Members by electronic means.

3. JUNIOR PROGRAM COMMITTEE. The Junior Program Committee shall plan, coordinate and guide activities appropriate to the Junior Program and, when appropriate, in coordination with KSEA and the Race Committee.

4. PROPERTIES COMMITTEE. The Properties Committee shall include, as ex officio members, the Commodore and the Treasurer. The Committee shall be responsible for:

(a) the maintenance and preservation of all properties owned by the Club, and

(b) the specification and procurement of such additional property and facilities as may be required or useful from time to time in the operation of the Club.

5. HOUSE COMMITTEE. The House Committee shall be responsible for activities and events occurring within the Clubhouse, for assisting with setting and administering House rules and for the appearance and décor of the Clubhouse.

6. PRIZE/STORE COMMITTEE. The Prize/Store Committee shall be responsible for the safekeeping of all Club trophies. It shall select prizes to be awarded for series and special races, and shall make such recommendations concerning prizes as will contribute to a healthy spirit of competition within the Club. The Committee shall oversee the management and operation of the Club store and any similar services for Members of the Club.

7. FINANCE COMMITTEE. The Treasurer shall be the Chair of the Finance Committee, which may include as members the Chair of the Properties Committee and the Chair of the Membership Committee. The Finance Committee or a subcommittee thereof shall make recommendations to the Council as to the investment and management of the Club’s financial assets. Also, the Committee shall review the reports of the Treasurer, the Properties Committee and the Membership Committee, as these concern the Schedule of Dues; and shall perform such other tasks as may be assigned to it by the Council or the Commodore from time to time.

8. AUDIT COMMITTEE. The Audit Committee shall consist of independent members of the Council only, none of whom shall be Officers. It shall recommend an independent auditor for appointment by the Council, and shall review, with the auditor: (a) the scope of the audit; (b) the audited financial statements and reports of the auditor; (c) the adequacy of the Club’s internal accounting procedures and records; and (d) the quality and adequacy of the accounting process. The Committee shall report to the Council at least annually, shall make recommendations to the Council based on the auditor’s management letter, and shall be directly available to the independent auditor and the Officers of the Club for consultation on audit, accounting and related matters. An “independent member of the Council” means a Council member who is not an employee of the Club, has no relationship with the Club regarding business or services except in the individual’s capacity as a Council member, and has no potential or actual conflict of interest. The Audit Committee may be called upon to assist with compliance and review of any conflict of interest situations that may arise.

9. MEMBERSHIP COMMITTEE. There shall be a Membership Committee, the Chair of which shall be appointed by the Commodore, and the members of which shall be appointed in consultation by the Chair and the Commodore. The Committee shall recommend to the Council standards and policies for admitting and maintaining Members. Action by the Committee shall be taken by the affirmative vote of a majority of the Committee. The Membership Committee shall be responsible for maintaining the membership records of the Club.

10. NOMINATING COMMITTEE. The Nominating Committee shall consist of at least three (3) members appointed by the Commodore, one of whom shall serve as Chair. No Officer of the Club shall serve on the Nominating Committee and only one member of the Council may be on the Committee.

VII. MEMBERSHIP IN THE CLUB

1. Membership in the Club shall be by recommendation of the Membership Committee to the Council for its action.

2. The Membership Committee shall consider for membership candidates proposed in writing by a sponsor who is an active Club Member and seconded by the written support of at least two additional active Club Members. Recommendations for membership may be voted on by the Council at any Council meeting where there is a quorum present.

3. Except as specified by the rules and procedures for application, new Members shall not be admitted when membership exceeds two hundred and seventy-five (275) Members. Inactive and honorary Members shall not be counted for the purpose of this limit.

4. The Membership Committee may establish such classes of membership as it may deem advisable and may prescribe or limit the voting rights of such classes of Members, subject to the approval of the Council.

5. The Membership Committee shall write and may amend a set of rules and procedures for membership applications, subject to approval by the Council, including without limitation matters such as the geographical area of residency, the classes of active membership, persons who may and may not propose Members, degrees of relationship, exceptions to maximums for legacies or others, procedures for applicants and other matters bearing on new membership.

6. The dues and fees of all Members shall be fixed by the Council which may also prescribe initiation fees to be paid by new Members. The Council shall provide at its discretion that Members whose dues are unpaid by July 1 shall have their names posted in the Clubhouse, shall be subject to such late fees as the Council may prescribe, and shall not be entitled to vote at any meeting of the Members unless their dues are received by the Treasurer before such meeting. Any Member whose dues are not paid by September 1 shall, subject to review by the Council, be considered to have resigned from the Club. Such ex-Member may request re-admission as a Member and may be subject to the initiation fee.

7. Any Member may be excluded from membership by a three-fourths vote of the Council members present at any duly convened meeting of the Council. Exclusion may result from failure to comply with these By-laws or any duly adopted policies, rules or regulations of the Club. Any Member who may be subject to exclusion shall be provided with at least ten (10) days’ written notice setting forth the intention to propose his/her exclusion from membership, the specific reasons therefore and the right of the Member to appear and be heard in person at the meeting at which such exclusion from membership will be proposed and acted upon. Any Member, for cause, may be suspended, or any of his/her privileges in the Club may be limited, by a decision of the Flag Officers.

8. There shall be a membership classification called Life Member, with dues as set by the Council. These dues shall be added to the endowment of the Club.

9. Children of a Member of at least five years standing whose Life, Sustaining or Family membership previously included them shall be exempt from initiation fees and membership limits when applying for their own memberships within one year after their parental coverage ends in accordance with the rules of the Membership Committee.

VIII. NOMINATIONS OF OFFICERS AND COUNCIL MEMBERS

1. At least fifteen (15) days before the date of the Annual Meeting of Members, the Chair of the Nominating Committee shall be responsible for posting in the Clubhouse, and making available to the Members by electronic means, the names of the Members recommended by the Committee to be nominated as Officers or Committee Chairs or to serve on the Council. Nominees must be Members of the Club in good standing at the time of their nomination.

2. Any other Member of the Club in good standing may be nominated for the Council or a Committee Chair or Officer, provided that five (5) Members of the Club in good standing shall nominate the Member in writing for the specific position sought, and the names of the proposed nominees, together with the written nomination from the Members proposing the nominees, shall be posted in the Clubhouse, and made available to the Members by electronic means, at least five (5) days before the Annual Meeting.

3. At the Annual Meeting the Chair of the Nominating Committee shall report the names of the nominees qualified for election by the above procedure.

IX. MEETINGS OF THE MEMBERS

1. There shall be an Annual Meeting of Members at a time and date designated by the Council.

2. The Council may at any time, and shall upon written request of at least ten (10) Members, call a special meeting of the Members. Such request and the notice of any special meeting so called shall state the purpose for which the meeting is called. At a special meeting, only those matters specified in the notice of the meeting shall be considered.

3. Notice of the time and date of the Annual Meeting shall be shown in the annual schedule. Notice of special meetings shall be posted in the Clubhouse for at least ten (10) days before the meeting and shall be made available by electronic means to all Members entitled to vote at least ten (10) days before the meeting. Notice of a meeting of the Members may be waived by consent of a majority of the Members. Any Member who attends a meeting without protest shall be deemed to have waived personal notice of that meeting and to have consented to a general waiver of notice thereof.

4. Only active Members in good standing shall be entitled to vote at any meeting of the Members. At the Annual Meeting or at a special meeting each membership unit (e.g., single or family) present shall have one vote and a simple majority of those present shall rule. No proxy votes will be counted toward the minimum number of Members or be counted in a vote. The Commodore or other presiding Officer may require votes to be in writing.

5. A quorum shall be present at a meeting of Members when there are at least twenty-five (25) Members in good standing present in person and entitled to vote.

X. CONTRACTS

The Commodore shall have authority to sign contracts on behalf of the Club. The Council may from time to time authorize one or more other Officers or employees to sign contracts on behalf of the Club, subject to such limitations as the Council may specify.

XI. AMENDMENTS

These By-laws may be amended at any meeting of the Members at which at least twenty-five (25) Members in good standing are present and entitled to vote, provided that the Secretary shall, at least ten (10) days before the meeting, post a statement of the proposed revision in the Clubhouse, and make it available to the Members by electronic means. In addition, at a meeting of the Council at which at least two-thirds of the voting members of the Council are present, amendments to these By-laws may be acted upon by a vote of at least three-quarters of the Council members present at the Council meeting, provided that a notice is provided to Council members at least ten (10) days before the meeting and the proposed revisions are posted in the Clubhouse and made available by electronic means to the Members of the Club at least ten (10) days before the Council meets to consider and vote upon the amendments.

XII. DISSOLUTION

Upon dissolution of the Club or the termination of its activities, the assets of the Club remaining after payment of all its liabilities shall be distributed, subject to applicable law, exclusively to one or more organizations qualified under Section 501(c)(7) or 501(c)(3) of the Internal Revenue Code of 1986, as amended, subject to approval by a majority vote of the then current Members.

XIII. CONFLICTS OF INTEREST

The Council shall adopt a policy prohibiting transactions that create conflicts of interest on the part of Council members, Officers, and employees of the Club, with respect to the interests of the Club, or with respect to the fiduciary and corporate responsibilities of such Council members, Officers, and employees. Said policy shall be updated on a regular basis to reflect evolving practices and laws involving conflicts, and shall be available to the Members of the Club. The policy and a disclosure form shall be given annually to all newly-elected Council members, returning Council members, Officers and full-time employees to ensure that all such individuals know of the policy, and are prepared to comply therewith.

A conflict of interest may exist when any Council member, Officer or employee (or any entity in which they have an interest or are actively involved) may derive a financial or other material gain as a result of a direct or indirect relationship with the Club. The policy shall provide that any potential or actual conflict of interest must be disclosed promptly to the Council, and a record of the disclosure shall be made. When a conflict of interest exists or may exist, the individual who may have a conflict shall, in addition to prompt and full disclosure, refrain from any acts (including participation in discussions or a vote on the matter) which may be part of the final deliberations or decision regarding a matter under consideration. The minutes or record of any deliberation or decision shall set forth the disclosure of the conflict and recusal by the party with the conflict. The Council may adopt such other policies as it deems prudent to prevent conflicts of interest.

XIV. INDEMNIFICATION

The Club shall, to the fullest extent permitted by law, indemnify, save and hold harmless any present or former Officer or member of the Council (including the estate and/or the personal representative of any such person), who is made, or threatened to be made, a party in any civil or criminal action, suit or proceeding by reason of the fact that he or she is or was an Officer or Council member of the Club, or that he or she served any other corporation, partnership, joint venture, or other enterprise in any capacity at the request of the Club or as part of his or her duties for the Club, against all judgments, fines, excise taxes, amounts paid in settlement and expenses (including, without limitation, reasonable attorney’s fees actually and necessarily incurred) as a result of such action, suit or proceeding or any appeal therein. In addition, the Council may, in its discretion, approve indemnification of an employee of the Club to the extent consistent with these By-laws and applicable law.

It shall be a condition precedent to indemnification that the person seeking indemnification shall give prompt written notice (describing the claim for which indemnification is requested) to the Club by directing it to the Commodore. It shall be a further condition precedent to any advance of expenses with respect to any claim for indemnification that the person seeking indemnification shall undertake in writing to reimburse any expenses so advanced if it is ultimately determined that he or she did not act in good faith and within the scope of his or her duties.

The Council shall have the right to designate counsel to represent any person seeking indemnification and may arrange for joint representation so long as no conflict of interest will arise from such joint representation. The Council shall have the authority to secure insurance for all or part of any indemnification given in or pursuant to these By-laws.