The Harbour Towne Yacht Club Is established to promote pleasure

boating, boating safety, and the comradeship of people sharing in these

interests.

The name of the Corporation shall be the "Harbour Towne Yacht

Club".

The Harbour Towne Yacht Club is established for the purpose of

announcing ownership and providing for maintenance of all real and

personal property of the Club; to do all things necessary, proper or

deemed expedient in connection with the MISSION STATEMENT, and

conduct the business of the corporation as permitted by the laws of the

State of Michigan governing a Not for Profit Corporation.

The Club shall be guided in its deliberations by these Bylaws approved

by the Members. It shall be the duty of the Commodore to see that

they are strictly enforced.

All meetings shall be governed by Robert’s Rules of Order, except

where the Bylaws provide otherwise. A copy of Robert’s Rules of

Order shall be kept at the Club for reference.

Membership in this Corporation is open to anyone interested in the

purpose of the Club and its development, and who agrees to comply

with the Bylaws and Policies of the Corporation.

Application for Membership in this Corporation shall be accepted from

any individual, having reached the age of 21 years, without regard to

race, color, gender, marital status, or national origin. The appropriate

initiation fee and the current dues, as set in Article 5.1, shall be

presented to the Membership Committee. The Membership

Committee shall investigate all candidates and make its recommendation

to the Board of Directors at any regularly scheduled meeting of the

Board of Directors.

The status of Standard Membership shall entitle the Member to two

votes. The Member may assign one vote to a spouse or significant other

(hereinafter referred to as "Co-Member) in writing upon original

application of Membership to the Corporation. The Member may

revoke or name the Co-Member once per year by written notification

to the Secretary of the Corporation prior to April 30, which shall be the

record date of this Corporation for determining Co-Members entitled

to vote and receive notice of meetings. The Co-Member shall be

entitled to the following:

The status of Single Membership shall entitle the Member to one vote

and all other privileges accorded Standard Membership.

Membership applications are to be in writing on an approved form,

obtained from the Board of Directors and must include the name of a

sponsor who is a regular Member of the Corporation. The approval of

Members shall be by the Board of Directors.

Candidates, as well as their Co-Member and/or children under the age

of 21 years who have made application for Membership, shall be entitled

to the physical privileges afforded by the Corporation (by presentation

of a paid dues receipt) until they are approved by the Board of

Directors. In the event a candidate is denied Membership by the Board

of Directors, a waiting period of one year is required before reapplying

for Membership.

A delinquent Member who has not paid annual dues and assessments, in

accordance with Article 5.2, for the past 12 months or less, who wishes

to rejoin the Corporation may appear before the Board of Directors’

monthly meeting and petition for reinstatement. Upon approval, the

reinstated Member must pay, in full, all current and delinquent annual

dues and assessments.

A delinquent Member who has not paid annual dues for more than the

past 12 months, in accordance with Article 5.2, who wishes to

rejoin the Corporation must reapply for membership under Article 4.2.

A Member in good standing shall have the privilege, upon application to

the Board of Directors, of obtaining an Honorary Withdrawal.

Honorary Withdrawals will only be considered for approval when a

Member moves to an area 100 miles or more distance from the Club.

Those Members on Honorary Withdrawal will not be entitled to any

privileges of the Corporation. Those Members granted Honorary

Withdrawal may be reinstated to full Membership upon returning to the

area and by paying the current dues and assessments in full.

The privileges of Membership, except for voting and holding office, shall

extend to both the Member and Co-Member’s children under 21 years

of age.

The Board of Directors is authorized to grant Lifetime Memberships to

a maximum of the first forty (40) charter Members who apply and are

approved by the Board for the sum to be set under Article 5.1. (This did

not get updated properly on 1-30-2000.) A charter Member is defined

as having been a Member of the Corporation without lapse since

12/31/94. Lifetime Membership is the same as that of a regular Member

except that annual dues are no longer assessed.

In the event of the death of a Lifetime Member, the named Co-Member

at the time of death will continue as a Member with the same lifetime

rights. At the time of death of this Lifetime Member, all Membership

rights shall cease. Lifetime Memberships shall not be exempt from

special assessments.

In the event of divorce between a Lifetime Member and spouse, the

Lifetime Member shall retain lifetime membership rights. The divorced

spouse’s lifetime membership rights shall be terminated. The divorced

Co-Member’s Membership will continue to the end of the current term.

Membership may be continued with payment of annual dues with no

initiation fee. The Lifetime Member’s future Co-Member is not granted

Employees may apply for Club Membership in accordance with

these Bylaws.

Employees of the Corporation are restricted from voting for Officers

and holding office on the Board of Directors.

The membership year is January 1 through December 31.

The current, approved Membership fees shall be documented in the

Harbour Towne Yacht Club Policies. Fees will be established for the

following:

New Member Initiation fees shall be determined by a majority vote of

the Members present at the Annual Membership Meeting or a Special

Membership Meeting. Children of current members who join HTYC

shall pay a $1.00 initiation fee.

Standard Membership annual dues shall be determined by majority vote

of the Members present at the Annual Membership Meeting or a Special

Membership Meeting.

Corporate Membership dues are set under Article 4.9.

Article 5.1.4-Lifetime Membership

Lifetime (Charter) Membership dues shall be determined by a majority

vote of the Members present at the Annual Membership Meeting or a

Special Membership Meeting.

Special assessments shall be determined by a majority vote of the

Members present at the Annual Membership Meeting or a Special

Membership Meeting. Special assessments require advanced

notification through publication in the Club bulletin for the two calendar

months preceding the special assessment voting date.

The fee and frequency for Guest Memberships shall be determined by

the Board of Directors on an as-needed basis. Directives regarding

Guest Memberships shall be documented in the HTYC Policy.

Single Membership dues shall be determined by a majority vote of the

Members present at the Annual Membership Meeting or a Special

Membership Meeting.

Provisional Membership fees shall be determined by a majority vote of

the Members present at the Annual Membership Meeting or a Special

Membership Meeting.

The annual Membership dues are payable January 1 of each year.

Payment in full is required by March 31. Membership Fees may be paid

quarterly at the beginning of each quarter with a 10% processing fee and

notification of such to the Club Manager by January 1 of each year.

During a grace period April 1 through April 15, a penalty equal to 20%

of the annual member’s dues will be applied. After April 15, a Member is

considered delinquent and will be dropped from Membership. Refer to

Article 4.5 for reinstatement.

The Corporation Fiscal Year runs from January 1 through December 31.

The Board of Directors is authorized to prorate the dues paid by a

Member during the second year of Membership. The first year, dues are

to be paid in full.

Members in good standing will be furnished with Membership cards

yearly. These original cards must be shown when called for. Any

transfer whatsoever of any Member’s card will be sufficient cause for

expulsion.

There shall be eight Officers of this Corporation:

There shall be five Directors of this Corporation.

The Officers and Directors of this Corporation shall be elected as set in

Article 8 of this document by a majority of the qualified Members

present at the October meeting of the Corporation. The Commodore

and Vice Commodore must have previously served or be presently

serving as an Officer or Director.

In the event of an Officer resignation, a replacement from the Board

Members shall be elected to serve the term balance, by the Board of

Directors at the next or special Board meeting.

If a Director resigns or becomes an Officer, a replacement from the

Membership, meeting the requirements of Article 8.9, shall be elected to

serve the term balance by the Board of Directors at the next or a

special Board meeting.

Officer’s terms shall be one year. Incoming Officers shall take office and

assume the responsibilities of their office immediately following their

election.

Three of the Directors’ terms shall be one year, two Directors' terms

shall be two years. The three one-year positions will be filled annually.

One two-year term will be filled on an even year, and one will be filled

on the odd year. Incoming Directors shall take office and assume the

responsibilities of their office immediately following their election.

The Board of Directors shall consist of eleven Members: the

Commodore, Vice Commodore, Rear Commodore, Past Commodore,

Secretary, Treasurer, and five Directors.

Except with prior authorization of the Board of Directors, a Member or

a Co-Member of this Corporation may not serve on the Harbour

Towne Yacht Club Board of Directors while serving on the Board of the

Harbour Towne Marina Association or on the Board of the Harbour

Towne Condominium Association.

Except with prior authorization of the Board of Directors, a Member or

a Co-Member of this Corporation may not serve on the Harbour

Towne Yacht Club Board of Directors if the member or Co-Member

serves on the Board of the Harbour Towne Marina Association or on

the Board of the Harbour Towne Condominium Association.

Commodores may serve an unlimited amount of years but shall not

exceed two (2) consecutive one-year terms by election of the

Membership. All other Officers and Directors have no restrictions on

the number of consecutive terms or total years served.

A majority vote of the Board of Directors is defined as one more than

one-half the ballots cast.

The General Membership shall elect three Members, at the May

meeting, for the Nominating Committee. No current Director of the

Board, or their Co-Member, may serve on the Nominating Committee.

The Board of Directors will appoint two or more vote count auditors

from the General Membership who shall verify the votes cast during

the election.

The Nominating Committee shall secure candidates for all offices prior

to the meeting. The Nominating Committee shall verify the eligibility

of each candidate and mail the candidates’ names and offices sought to

the Membership at least sixty (60) days prior to the annual election.

The Nominating Committee shall prepare absentee ballots and make

them available at the Club office for at least 45 days prior to the

Election of Officers. Any voting Member or Co-Member in good

standing who expects to be unable to attend an Election Meeting may

obtain an absentee ballot at the Club Office by appearing in person and

signing his or her name.

An inner and outer envelope shall be provided with each ballot and a

complete list of the Members and Co-Members to whom all such

ballots are issued shall be maintained. To be counted, a ballot shall be

sealed in the two envelopes with the Member's or Co-Member's

signature on the outer envelope and shall be delivered to the

Nominating Committee or delivered or mailed to the Club Office,

addressed to the Secretary. Each properly submitted ballot shall be

opened and counted at the Election Meeting.

Nominations for office will be accepted from the floor at the October

meeting.

All elections of Officers and/or Board Members shall take place at the

October meeting.

Ballots shall be provided at the October meeting for the election of all

Officers.

Balloting shall be secret, with the results of the election announced

indicating the number of ballots cast for each candidate for the office.

Ballots will be retained for one (1) year from the date of election.

To be eligible for any elected office, a candidate must be a current

Member or Co-Member in good standing, for not less than three (3)

years prior to the Annual Meeting.

In those instances where there are more than two candidates for an

office, the two candidates who receive the most votes shall be involved

in a second balloting to determine the victor, provided no one candidate

has received a majority on the first ballot.

The Commodore shall not vote in any elections; except in the event of a

tie vote. In the event of a tie the Commodore shall cast the deciding

vote.

It shall be the duty of the Commodore to preside at all meetings of the

Corporation, to have general supervision over the affairs of the

Corporation and to be Chairman of the Board of Directors. The

Commodore is the Chief Executive Officer of the Corporation and is,

therefore, responsible for the conduct of all salaried and/or hourly

employees of the Corporation. Responsibilities of the Commodore

include, but are not limited to:

Recommending to the Board of Directors all appointments, hires,

discharges, promotions, and/or discipline of paid employees.

Directing paid employees in their activities either directly or through the

Club Manager (if there is one).

Recommending to the Board of Directors, mandates to employees or

Members.

In recognition of the responsibilities and contributions to the

Corporation, the Commodore shall be entitled to attend all Harbour

Towne Yacht Club sponsored gatherings. The cost of admission and

meal costs will be at the expense of the Corporation.

The Commodore must:

It shall be the duty of the Vice Commodore to assist the Commodore in

the execution of his duties, and in the Commodore’s absence, to

execute the duties of the office of Commodore. In addition, the Vice

Commodore should be prepared to assume the Chairmanship of any

Committee directed by the Commodore.

The duties of Rear Commodore shall be executed in the same manner

as those of the Vice Commodore in the absence of both the

Commodore and the Vice Commodore. In addition, the Rear

Commodore should be prepared to assume the Chairmanship of any

Committee directed by the Commodore.

It shall be the duty of the Secretary to:

NOTE: The Secretary shall submit a back up electronic copy of the

Bylaws, Policies, Member list, Officer list, Director list and Past

Commodore list to the Commodore for redundancy retention

purposes.

The Secretary shall distribute the Club handbook upon publication to all

Members and contain no less than the Bylaws, Policies, Member list,

Officer list, Director list and Past Commodore list.

It shall be the duty and responsibility of the Treasurer to:

The Past Commodore shall:

The Captain of the Power Fleet is responsible to:

The Captain of the Sail Fleet is responsible to:

The Fleet Surgeon is a requirement of the Club to be a member of U.S.

Sailing and to sponsor sanctioned race events. The Fleet Surgeon will be

knowledgeable of the responsibilities outlined in the membership

guidelines and perform the required duties.

The Directors are responsible to:

The Board of Directors shall:

Expenditures for emergency and/or conditions needing immediate

attention can be made with approval of the Board of Directors. Member

notification of such expenditures will be made in the monthly newsletter

and at the next Regular Meeting.

It shall be the duty of the Board of Directors to act as the governing

body over the activities of the Corporation, to make recommendations

to the Corporation on matters of business, and to conduct in the

interval between meetings any business necessary or expedient to carry

into effect the purpose of the Club, within its budget. It shall also be the

duty of the Board of Directors to hire and to release any personnel of

the Club, upon Commodore recommendation.

The Board of Directors may fill any vacancies among the Officers or

Directors by a majority vote of those present at any meeting of the

Directors, in accordance with Article 11.4.3.

Any Member of the Board of Directors who is absent from three (3)

scheduled meetings in the fiscal year, unless they have previously

obtained permission from the Board of Directors to do so, shall be

deemed to have resigned as a Member of the Board.

The Corporation shall have the power to indemnify any person who

was or is a party or is threatened to be made a party to any threatened,

pending, or completed action, suit, or proceeding, whether civil,

criminal, administrative or investigative (other than an action by or in

the right of the Corporation) by reason of the fact that he or she is or

was a Director, Officer, employee, or agent of the Corporation or is or

was serving at the request of the Corporation as a Director, Officer,

partner, trustee, employee, or agent of another foundation,

corporation, business corporation, partnership, joint venture, trust or

other enterprise, whether for profit or not, against expenses (including

attorneys’ fees), judgments, penalties, fines, and amounts paid in

settlement actually and reasonably incurred by him or her in connection

with such action, suit, proceeding if he or she acted in good faith and in

a manner he or she reasonably believed to be in or not opposed to the

best interests of the Corporation and, with respect to any criminal

action or proceeding, had not reasonable cause to believe his or

conduct was unlawful. The termination of any action, suit or proceeding

by judgment, order, settlement, conviction, or upon a plea of nolo

contendere or its equivalent, shall not of itself create a presumption that

the person did not act in good faith and in a manner which he or she

reasonably believed to be in or not opposed to the best interest of the

Corporation and, with respect to any criminal action or proceeding, had

reasonable cause to believe that his or her conduct was unlawful.

The Corporation shall have the power to indemnify any person who

was or is a party or is threatened to be made a party to any threatened,

pending or completed action or suit by or in the right of the

Corporation to procure a judgment in its favor by reason of the fact

that he or she is or was a Director, Officer, partner, trustee employee,

or agent of another foundation, corporation, business, business

corporation, partnership, joint venture, trust, or other enterprise,

whether for profit or not, against expenses (including attorney’s fees)

and amounts paid in settlement actually and reasonably incurred by him

or her in connection with the defense or settlement of such action or

suit if he or she acted in good faith and in a manner he or she

reasonably believed to be in or not opposed to the best interests of the

Corporation, expect that no indemnification shall be made in respect of

any claim, issue or matter as to which such person shall have been

adjudged to be liable to the Corporation except to the extent that the

Court in which such action or suit was brought, or another court of

competent jurisdiction, shall determine upon application that

indemnification is consistent with applicable law and that any restrictions

which may be contained in the Corporation’s Articles of Incorporation

or these Bylaws and that, despite the adjudication of liability and in view

of all relevant circumstances, he or she is fairly and reasonably entitled

to indemnification for such reasonable expenses incurred which the

Court shall deem proper, whether or not he or she has met the

applicable standard of conduct set forth in this Article 10.2

To the extent that a Director, Officer, employee or agent of the

Corporation has been successful on the merits or otherwise in defense

of any action, suit, or proceeding referred to in Articles 10.1 and 10.2

or in defense of any claim, issue, or matter therein, he or she shall be

indemnified against expenses (including attorney’s fees) actually and

reasonably incurred by him or her in connection therewith.

Any indemnification under Articles 10.1 and 10.2 (unless ordered by a
court) shall be made by the Corporation only as authorized in the

specific case upon a determination that indemnification of the Director,

Officer, employee or agent is proper in the circumstances because he or

she has met the applicable standard of conduct set forth in Section 10.1

or 10.2 and upon an evaluation of the reasonableness of expenses and

amounts paid in settlement. Such determination shall be made (i) by the

Board of Directors by a majority vote of a quorum (as defined in Article

6.6 of these Bylaws) consisting of Directors who are not parties to such

action, suit, or proceeding; (ii) if such quorum is not obtainable, by a

majority vote of a Committee duly designated by the Board (in which

designation all Board Members may participate) and consisting solely of

two or more Directors not at the time parties or threatened to be

made parties to the action; or (iii) by independent legal counsel, in a

written opinion, selected by the Board or its Committee in the manner

described in the foregoing clauses (i) or (ii) or, if a quorum under clause

Expenses incurred in defending a civil or criminal action, suit, or

proceeding described in Article 10.1 or 10.2 may be paid by the

Corporation in advance of the final disposition of such action, suit, or

proceeding as authorized by the Board of Directors in the specific case

upon: (i) receipt of a written affirmation from the person seeking

advancement of expenses in his or her good faith belief that he or she

has met the standard of conduct set forth in Article 10.1 or 10.2; (ii)

receipt of an undertaking by or on behalf of such person to repay

amounts advanced if it shall ultimately be determined that he or she did

not meet such standard of conduct; and (iii) a determination that the

facts then known to those making the determination would not preclude

indemnification. Such determination shall be made in the manner

specified in Article 10.4

The Corporation shall have the power to purchase and maintain

insurance on behalf of any person who is or was a Director, Officer,

Employee, or Agent of the Corporation or is or was serving at the

request of the Corporation as a Director, Officer, employee, or agent of

another foundation, corporation, partnership, joint venture, trust, or

other enterprise, against any liability asserted against him or her or the

Corporation and incurred by him or her or the Corporation in any such

capacity, or arising out of his or her status as such, whether or not the

corporation would have the power to implement the provisions of this

Article.

In order for a Membership Meeting to be legally held, a quorum must

consist of six (6) Board Members and ten (10) Members from the

Membership. There shall be two Membership Meetings called by the

Board of Directors annually.

The annual Membership Meeting shall be held the second Saturday of

October.

The semi-annual Membership Meeting shall be held the second Saturday

of May.

If either of the Membership Meetings cannot be held on the prescribed

date, an alternative date shall be determined by a quorum of the Board

of Directors. Membership shall be notified 30 days prior via Club

newsletter.

Special Membership Meetings may be called at any time by the

Commodore or the Board of Directors with at least 15 days’ prior

notice having been given to the Members via Club newsletter stating the

object of such a meeting. Only the specific topic that required the

Special Meeting will be covered; no other business shall be transacted.

Special Membership Meetings may be called at any time upon written

request of thirty (30) Members to the Secretary, due notice being given

to the Members of the Corporation at least fifteen (15) days prior to

the Meeting.

Special Board of Directors Meetings may be called at any time by the

Commodore with at least 24-hour prior notice given to the Members of

the Board, stating the object of such a meeting. Only the specific topic

that required the Special Meeting will be covered and no other business

shall be transacted.

In order for a special meeting of the Board of Directors to be legally

held, a quorum must consist of four or more Board Members.

The order of business at the Annual Membership Meetings shall be as

follows:

Permanent or Ad Hoc Committees may be appointed by the

Commodore at any time, with the approval of the Board of Directors.

The current Permanent Committees are (but not limited to):

The Commodore may reassign the Chairperson positions listed with

approval of the Board of Directors.

All Members of the Club shall be directly responsible to the Club for

any damages done to the property of the Club by themselves, or their

guests, and they shall pay, in full, for any such damage. The amount

thereof shall be determined by the Board of Directors.

Any Member of the Club may present to the Board of Directors,

written charges against any other Member for conduct unbecoming a

Member, or likely to endanger the good order and welfare of the Club.

Any Member, for violation of any of the Bylaws or rules of the Club, or

for any cause deemed sufficient, may be assessed damages, suspended,

or expelled by the Board of Directors, provided that such a Member has

had the right to a full hearing on the charges.

If any Member, upon whom damages have been assessed, neglects or

refuses to pay such damages after notice from the Secretary or the

Treasurer, shall be barred from all privileges of the Club until such a fine

is paid. This Member may also be expelled from the Club at the

discretion of the Board of Directors, and is subject to legal action.

A Member who has been suspended or expelled by the Board of

Directors, and whose application for reinstatement has been denied by

the Board of Directors, shall have the right to appeal to the Members

of the Club at any Regular Meeting of the Club by filing with the

Secretary, written notice of such an appeal within thirty (30) days after

the denial of their application for reinstatement by the Board of

Directors. Such an appeal shall be heard at the next meeting of the

Club, which may alter or reverse the action of the Board of Directors,

but until such action is taken up by the Members in the meeting

assembled, they shall be denied all rights and privileges of Membership.

Any Member that is expelled from the Club, and has not filed an appeal

within the time limit set by the Board, shall have all of the rights, title,

and interest in the assets or property of the Club reverted and forfeited

to the Club without further action.

No person under sentence of suspension or expulsion from the Club

shall under any circumstances be admitted to the Club House or upon

Club Property, and any Member introducing such a person or bringing

them to the Club House or Club Property, shall be fined or otherwise

disciplined by the Board of Directors.

No Member shall use the property of another Member without their

permission.

All private property left on the Club premises shall be at the owner’s

risk.

All assets, real property, and personal property of the Corporation shall

revert to the benefit of the Muskegon County Community Foundation,

Muskegon, Michigan, upon dissolution of this Corporation to be

expended for charitable purposes at the Foundation’s discretion.

All amendments, alterations, or additions to these Bylaws must be

proposed at a regular or special meeting of the Club, in writing and

read before the Members present. Upon Membership acceptance,

notification will be published in the Club Bulletin. The Membership will

vote at the next regular or special meeting where a majority vote is

required for implementation.

Bylaws, House Rules, passed by the Membership shall remain in effect

for a minimum of ninety (90) days after passage.

Polices are guidelines and rules for managing and directing daily Club

operations and conduct of Members and Employees on Club premises.

Policies are to be set or modified by the Board of Directors and

approved at\ Board of Directors Meetings.

Policy documentation and distribution is the responsibility of the Club

Secretary as set in the Club Bylaws Article 9.4.

Policies are not part of the Club Bylaws document, as they do not

require Membership approval. Members may request review of Polices

through written requests to the Board of Directors. Requests will be

entered into new business and addressed by the Board of Directors in

accordance with the Bylaws.

Policies shall not be in conflict with these Bylaws.