BYLAWS OF MIECO BEACH YACHT CLUB (as amended March, 2009) a Nonprofit Corporation incorporated in the Republic of the Marshall Islands ARTICLE I NAME Section 1 The name of this organization is MIECO Beach Yacht Club hereafter referred to in these bylaws as MBYC. ARTICLE II PURPOSE Section 1 The specific purposes of this corporation are to: 1) Promote yachting and sailing within the Marshall Islands, 2) Promote the Marshall Islands as a destination for sailing vessels and yachts, 3) Conduct sailing events within the Marshall Islands, 4) Provide facilities and services to members and sailing vessels, 5) In association with other groups promote water sports and recreation, 6) Promote conservation and sustainable use of the marine environment of the Marshall Islands, and 7) Enter into reciprocal rights arrangements with other yacht and sailing clubs. ARTICLE III MEMBERSHIP Section 1 Membership is open to all Marshallese and non-Marshallese people interested in yachting or sailing and the purposes of the MBYC. Section 2 Membership requests shall be accepted during any time of the year, and shall be on such form and accompanied by such dues as are set by the Board of Directors. Section 3 An active member is a member who is current in his/her dues for the year. ARTICLE IV BOARD OF DIRECTORS Section 1 The Board of Directors shall be as follows: Commodore, Vice Commodore, Purser and Secretary and up to three directors at large and shall include at least one yacht owner. The officers and directors shall hold office for one year, commencing on their installation at the Annual Meeting held each year. Any vacancies in the Board between elections shall be filled by appointment by the remaining Board members. Section 2 Board members shall be elected annually at the Annual General Meeting. Section 3 Duties of the Officers a. The Commodore shall be responsible for planning and conducting meetings of the members, and shall prepare agendas, and oversee the functions of other officers and committees. b. The Vice Commodore shall serve as Commodore in the absence of the Commodore. In the absence of both Commodore and Vice Commodore the remaining Directors may select an acting Commodore. c. The Secretary or a designee selected by the Board shall be responsible for keeping minutes at board meetings and membership meetings and shall oversee distribution of minutes and agendas. He/she shall deal with all correspondence of the Board of Directors and the membership. d. The Purser shall maintain financial records and make regular reports to the membership. e. The Board shall appoint such managers and committees as needed and may appoint Directors or other members to head such committees. Such managers and committees may include Quartermaster, Race Committee, Prize Committee, Membership Committee, Public Relations and such other functions as the Board deems appropriate. The Board may elect to allow such persons to attend and/or vote at Board meetings. Section 4 Any member of the Board may be removed from the Board by a two-thirds (2/3) vote of the Board of Directors present at a regular meeting. Section 5 Any member of the Board of Directors who is absent without excuse from three meetings within any calendar year shall be removed and his/her position shall be filled by a vote of the Board of Directors at the next meeting, after notification to the member. The member shall be automatically removed by this provision. No vote is required. After the second unexcused absence, the Chairperson of the Board will notify that Board member in writing. Section 6 The Board of Directors shall set policies and guidelines for the implementation of programs of this corporation in accordance with its stated purpose. ARTICLE V MEETINGS Section 1 There shall be an annual general meeting of the organization which shall be open to all members. The purpose of the meeting will be to elect the Board of Directors, present the financial statements and to report to members on the operations of the club. The meeting will be held annually in February. Notice will be given to all members by email of the date, time and place of the meeting. Section 2 Board meetings will be held every month during the race season, and at such other times as the Board finds appropriate. The time and place shall be determined at the discretion of the Board of Directors. A quorum of the Board shall consist of a majority of the Board. Section 3 A quorum for general membership meetings shall be the currently active members present at a meeting which has been properly noticed to the membership. Section 4 Under circumstances when a decision is needed and it is not practical to call a Board meeting, the decision may be made by telephone or Internet vote of the Board members. The decision shall be made upon each member's vote recorded and later confirmed in writing. The decision shall be final and binding on the Board. ARTICLE VI COMMUNICATIONS AND BANKING Section 1 A membership list of the Board of Directors and members of this organization shall be kept by a person designated by the Board and shall be available to members upon request and shall be used for making communications with the membership. Section 2 Communications with the membership shall be made through use of any applicable media. Those who have asked to be on the mailing list, but do not wish to subscribe to the newsletter shall receive communication on those occasions when a general announcement of issues or events is required. The mailing list shall only be used to further the purposes of this organization and will not be sold or given away to any other entity. Section 3 The Board shall set up such bank accounts as deemed necessary for the conduct of the club’s business. All disbursements shall be approved by the Board and two signatures shall be required for all checks over $50.00. The four officers will be authorized to sign checks, and the Board may authorize other persons as possible signatories if it is deemed necessary for the efficient handling of the club’s finances. ARTICLE VII AMENDMENTS Section 1 All amendments to these bylaws shall be approved by the general membership by 2/3 vote of the members at a properly noticed meeting the agenda for which includes the proposed amendments.