BYLAWS OF QUANTICO YACHT CLUB, INC.

ARTICLE I

NAME

Section 1. The name of the organization shall be the "Quantico Yacht Club, Inc." The letters “QYC" shall be used whenever an abbreviation is desired.

ARTICLE II

PURPOSES AND POWERS

Section 1. Quantico Yacht Club is an incorporated, nonprofit, self-sustaining, non-Federal, private entity, organized and operating at the Marine Corps Base, Quantico, Virginia under the authority and sanction of the Commander. The primary objective of the QYC is the support of the military members and their dependents. To this purpose the corporation is organized to strengthen professional and recreational naval ties; to encourage, foster, and facilitate recreational and amateur competitive boating and sailing sports competition; and to establish and maintain contacts and liaison with other national and international yachting organizations, both civilian and military.

Section 2. The corporation shall have all of the powers granted to corporations under the laws of the Commonwealth of Virginia.

Section 3. Notwithstanding any other provision of these bylaws, the corporation shall not carry on any activity nor exercise any power that is not permitted or in furtherance of the exempt purposes of organization as set forth in the subsection of Section 5O1(c) of the Internal Revenue Code of 1954 or any amendment or re-codification thereof, under which the corporation may choose to qualify for exemption.

Section 4. No part of the activities of the corporation shall be devoted to the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 5. The QYC shall not identify itself as an instrument of the U.S. Government, but as an incorporated non-profit corporation. When prudent in correspondence or general practice the QYC logo, identified as a triangular flag with blue triangles on the outside, a white center and the red letters “QYC” centered on the white shall be used to unambiguously identify the Club and enhance the club's image and brand. The club, when practical, will maintain a web site on the Internet to promote the club and inform members of activities and other resources. When a website is active, the QYC will provide its address to the Commander, MCB Quantico in accordance with MCBO 7010.1A.

Section 6. Under MCB Order 7010.1a, or successor instructions, the QYC shall exercise and abide by a Memorandum of Agreement (MOA) and a lease or license as deemed necessary by the Commander, MCB Quantico.

ARTICLE III

MEMBERSHIP, QUORUM, AND VOTING RIGHTS

Section 1. Membership shall be open to anyone authorized by current regulations and orders to participate, by priority of MCB 7010.1A, or its successors, and shall not discriminate on the basis of race, religion, color, sex, disability or national origin.

Section 2. Membership eligibility is primarily for military personnel to include retired members and those of reserve components and dependents of the foregoing. Non-DoD civilian membership, excluding dependents of active duty, reserve, retired military personnel, and other DoD civilians, shall be limited to one-third of the total membership. The membership list shall be reviewed, prior to the acceptance of a new civilian membership, to limit to one-third the non-DoD related civilian to military membership ratio requirement is maintained.

Section 3. There shall be three initial classes of' membership including "Charter Membership," "Regular Membership" and "Associate Membership." Additional classes of membership may be established by amendment to these bylaws. Each class of membership shall have the rights and privileges established in the Articles of Incorporation or these bylaws.

A. "Charter Membership" is an honorary status granted to the founding members of the QYC.

B. "Regular Membership" may be obtained when an eligible person attends a regular meeting of the Quantico Yacht Club, hereafter referred to as the Club or QYC, and pays the established dues. A Regular Membership shall have all voting rights. A Regular Membership shall be a family membership and shall include the sponsor and members of his or her immediate household. Both husband and wife will be considered members under the same membership and each will have voting rights. There shall be a maximum of two votes for each regular membership. Adult children of the family may attend Club functions as guests, but shall not be members unless they obtain a separate membership in their own name. A member under 18 years of age will be considered a "junior member" and has no voting rights. Only paid members may exercise their voting rights.

C. "Associate Membership" – To benefit the greatest number of service members and their families, an “Associate Membership” may be obtained by those individuals who do not have a boat by direct ownership, proxy, or other agreements, interested in the Club who wish to participate in QYC activities and receive the newsletter by completion of the appropriate application form and paying the dues established for associate membership. Associate members have no voting rights. Associate members shall receive the Club newsletter and may fly the club burgee as appropriate.

D. A quorum of the membership at a regular or special membership meeting shall consist of Fifteen Percent (15%) of the regular membership. Voting by the membership at regular or special membership meeting shall be limited to those members present and shall be conducted in such manner as the Commodore, or other Officer conducting the meeting shall prescribe except as provided herein. Unless otherwise specified in the bylaws, any motion will be approved if it receives a majority of the votes of the members entitled to vote who are present and voting. Voting by proxy or by absentee ballot shall not be permitted.

Section 4. Regular Membership in the Club shall carry the following privileges and responsibilities:

A. May take part in all programs and activities of the Club.

B. May attend all rendezvous and business meetings, may offer and second motions for vote, may cast a vote and may hold office.

C. May fly the Club burgee as appropriate.

D. When assigned in accordance with the Articles of Incorporation and these bylaws, must actively serve on the Standing or Special Committees.

E. Will receive regular mailings of material published by the Club.

F. Membership in the Club does not convey any privileges to use MCB Quantico facilities, services and equipment other than those the club member might otherwise be entitled to use based on their status and affiliation with MCB Quantico or the Department of Defense.

Section 5. Charter Membership consists of the following persons present at the club's original founding in 1935 by Brigadier General Thomas Holcomb, USMC: or at the adoption of the original bylaws submitted to the Commanding General. MCDEC, 4 July 1975

Charter Members shall be accorded full use and privileges of the Club, may fly the Club burgee but shall have no voting rights. Charter Members who pay the annual dues required for Regular Membership shall have all the rights of Regular Membership including all voting rights.

Section 6. A membership shall be considered to become inactive upon failure to pay the annual dues in accordance with ARTICLE IV of these bylaws, and shall be removed (purged) from the membership rolls at that time.

Section 7. Indemnify and agree to hold harmless. By accepting membership in the Quantico Yacht Club and becoming part of Quantico Yacht Club Inc.; each members shall:

a. Hereby indemnify and agree to hold harmless the Quantico Yacht Club, Inc., its Board of Directors, officers, employees, other members and/or agents, from any and all injuries, damages, causes of action, claims or obligations, consequential and/or incidental damages and/or costs (including attorney's fees) of defense arising out of or related to any physical injuries (including loss of life) and/or personal property in or about the recreational facilities and surrounding property owned by the QYC, from any action or omission of the sponsor(s), his/her/their family members, agents, employees, invitees, or licensees, or from any cause whatsoever.

b. Execute an agreement to indemnify and hold harmless, as stated above.

c. Execute an agreement to indemnify and hold harmless, the Marine Corps Base and other entities as noted in the current governing MCB Order.

ARTICLE IV

DUES AND ASSESSMENTS

Section 1. The annual dues for each class of membership shall be established, from time to time, by the board of directors and approved by the membership. The annual dues may include a separate assessment for capital improvements or maintenance to the Clubs facilities or for the establishment or maintenance of a reserve fund for expanding existing facilities or acquiring new facilities.

Section 2. Annual dues will be payable as of 1 October. New members joining after that date will have the cost of their membership prorated to the first of the month following receipt of the application. Proration shall not apply to membership renewals unless more than one year has elapsed.

Section 3. Special event fees may be assessed to cover the expenses of that particular event only. In this case, only those participating shall be so assessed.

Section 4. The QYC shall collect all dues, contributions, service charges, fees, or special assessments of members with the expressed and explicit goal of being a self-sustaining entity.

ARTICLE V

BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation shall be managed by its board of directors who shall also serve as officers of the Club as provided in Article VI. The elected directors of the club shall consist of a Commodore, Vice Commodore, Secretary, and Treasurer.

Section 2. Number, Appointment, Tenure, and Removal. The directors of the corporation shall be four (4) individuals elected by the membership as provided herein. Nominations for elected directors and officers will be made at the January meeting. Election of officers will take place during the February meeting. There will be no discussion of nominees (other than by the person actually making the nomination) during the nomination or election meeting. Voting will he by secret ballot unless there is only one nominee for the office. The term of office shall be one year commencing on the regular March business meeting of that year and continuing until the election and qualification of his successor. Election to the same post or a different post for more than one year is permissible. Directors of the corporation may be removed from office, by a two-thirds vote of the members present and voting at the next scheduled meeting after a motion to remove from office is made. Notice of the proposed motion to remove an officer shall be published in the corporation newsletter at least five (5) days prior to the next scheduled meeting.

Section 3. Meetings. The board of directors shall meet at least once annually at such time, place and location as the board of directors may designate by resolution. The board of directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the Commodore or any two directors, and shall be held at the principle office of the corporation or at such other place as the directors may determine. Notice of any special meetings of the board of directors shall be given at least five days previously thereto by written notice, delivered personally, or sent by mail, electronic mail, telegram, or facsimile transmission to each director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any director may waive notice of any special meeting.

Section 5. Waiver of Notice. A director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express and sole purpose of objection to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting unless specifically required bylaw or these bylaws.

Section 6. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Board Decisions. The act of a majority of the directors present at the meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.

Section 8. Vacancies. Any vacancy occurring in the board of directors of the corporation shall be filled by a majority vote of the Executive Committee.

Section 9. Compensation. The members of the board of directors shall not receive any compensation for their services, but the corporation may, by resolution, authorize the reimbursement of directors for actual sums expended on behalf of the corporation.

ARTICLE VI

OFFICERS

Section 1. The elected officers of the club shall consist of a Commodore, Vice Commodore, Secretary, and Treasurer.

Section 2. Nominations for elected officers will be made at the January meeting. Election of officers will take place during the February meeting. The term of office shall be one year commencing on the regular March business meeting of that year and continuing until the election and qualification of his successor. Election to the same post or a different post for more than one year is permissible.

Section 3. There will be no discussion of nominees (other than by the person actually making the nomination) during the nomination or election meeting. Voting will be by secret ballot.

Section 4. The Commodore may appoint additional officers as he deems necessary to assist him in the prudent governance of the Club. The rank of the appointed officers may be no greater than that of Rear Commodore and that person or those persons shall serve at the pleasure of the Commodore but no longer than the appointing Commodore holds office. The Commodore shall appoint the Fleet Captain and the Fleet Captain shall be responsible for the physical assets of the QYC.

Section 5. The Commodore, Vice Commodore, and Rear Commodore(s) shall be Flag Officers.

Section 6. Elected officer vacancies shall be filled by the Executive Committee until the normal term expires. The Vice Commodore shall succeed the Commodore in the event that office becomes vacant.

Section 7. Removal of an officer is accomplished by a two-thirds vote of the members present and voting at the next scheduled regular meeting after a motion to remove the officer from office is made. Notice of the proposed motion removing the officer shall be published in the newsletter at least five (5) days before the meeting at which it is to be acted upon.

Section 8. The officers of the corporation shall not receive any compensation for their services, but the corporation may, by resolution, authorize the reimbursement of officers for actual sums expended on behalf of the corporation.

ARTICLE VII

DUTIES OF OFFICERS

Section 1. It shall be the duty of the Commodore to command the squadron, to preside at all meetings of the Club, to act as the principal executive officer for the Club, and to enforce the laws and regulations of the Club.

Section 2. The Commodore shall establish, appoint and have general authority over all boards, committees and special committees as from time to time may be advisable and shall appoint or approve the members, designate the chairman and prescribe the duties thereof.

Section 3. The Commodore may call special meetings of the Club and shall do so in accordance with the provisions of ARTICLE V of these bylaws.

Section 4. The Commodore shall appoint those officers as provided in ARTICLE VI, Section 4 of these bylaws.

Section 5. The Commodore may veto any proposed purchase unless such purchase was approved by the membership as provided herein.

Section 6. The Commodore must approve for the payment all bills of the Club. In his absence, such approval can be granted by the Vice Commodore, Secretary, or the Treasurer, in that order.

Section 7. The Commodore shall perform such other duties as prescribed by these bylaws.

Section 8. It shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his duties, to officiate in his absence, and to perform such other duties as may be prescribed.

Section 9. It shall be the duty of the Secretary: to keep a true record of the proceedings (minutes) of all meetings of the Club, and to forward a copy of the minutes to the Commander, MCB Quantico; to keep a correct roll of all members; to maintain an up-to-date copy of the Articles of Incorporation and bylaws and amendments thereto; to maintain the Club Post Office box; to file all documents, reports, records and communications connected with the business of the Club; and to provide adequate notice of general meetings to all members. In the case of inability to attend any meeting of the Club, to cause the necessary books and papers to be conveyed to the place of the meeting; and to perform such other duties as may be prescribed.

Section 10. It shall be the duty of the Treasurer: to collect in a timely manner all assessments and dues of the Club; to maintain a record of the date and amount of all monies due the Club; to pay all bills authorized by the Commodore; to keep full and accurate accounts of all receipts and disbursements; to make an oral report at each monthly meeting of the club of monthly receipts and disbursements with a statement of the amount of money on hand; to prepare an annual budget for the Club; to present a detailed report (financial statement) showing the financial condition of the Club at the end of the fiscal year in accordance with the requirements of enclosure (5) of MCBO 7010.lA or any replacement thereof. The financial statement shall be provided to the Commander, MCB Quantico and (C 184) and shall be signed by the Treasurer as submitted", by the Commodore as "approved", and by the audit board as "accounts audited and found to be correct".

ARTICLE VIII

ADMINISTRATION OF THE CLUB

Section 1. The routine administration of the Club shall be vested in the elected and appointed officers of the Club,

Section 2. Collectively the elected officers shall be known as the Executive Committee.

Section 3. The Executive Committee shall have the general charge and control of policies, administration and finances of the Club.

Section 4. The presence of two elected officers and the Commodore or Vice Commodore shall constitute a quorum of the Executive Committee.

Section 5. The Executive Committee shall meet at such times and places as the Commodore or the Executive Committee may determine and the senior officer shall be the Chairman thereof.

Section 6. All requests for appropriation of funds shall be brought to the Executive Committee which shall then pass upon such requests and make its recommendations to the Commodore.

Section 7. Expenditures in excess of $200.00 will be approved by a simple majority of the voting members present and voting at any meeting of the Club.

Section 8. All proposed purchases or bill payments must have the approval of the Commodore, or in his absence, the Vice Commodore, Secretary or Treasurer in that order.

Section 9. Notice of all meetings of the Executive Committee shall be given to the members thereof orally or in writing by the Secretary at least three days before each meeting, except in emergencies. The Secretary may make electronic distribution of notice of meetings and other materials to individual members of the Executive Committee, provided the Secretary maintain a signed written request from such member to receive such distribution.

Section 10. Activities conducted by the QYC and the behavior of its members, guests, and other participants shall not prejudice or bring discredit to the U.S. Marine Corps or other U.S. Government agencies. It is the intent of the QYC to complement appropriated or non-appropriated activities and to seek approval in writing, from the Commander, MCB Quantico, when such activities are contemplated. The Executive Committee is authorized to expel and/or discipline any member for good and sufficient reason. Such disciplinary action may be appealed and can be reversed by a two-thirds vote of the membership present at a regularly scheduled meeting.

Section 11. The funds of the Quantico Yacht Club shall be deposited in a federally insured bank in the name of the organization.

Section 12. The Club shall maintain records of receipts and disbursements and such other records as may be deemed appropriate in accordance with generally accepted accounting principles and business practices.

Section 13. All disbursements shall be made by check and signed by the Treasurer or in his/her absence, the Commodore, and are subject to the limitations of these Bylaws.

Section 14. Dissolution of the QYC shall be accomplished by a resolution of the Executive Committee which is affirmed by a two-thirds vote of the total membership of the Club. Upon affirmation, the Treasurer will announce the exact financial assets of the QYC, the Secretary will record the same in the minutes, the membership will immediately exit the club in an orderly fashion, the Fleet Captain will secure the physical plant, and the Commodore will, without undue delay, report to the Commander, Marine Corps Base, noting the vote to dissolve, the current financial status, the state of the physical plant, and the plan for the club to meet its remaining financial obligations and removal of property. Only then can the Executive Board act upon dissolution. Upon dissolution of the Quantico Yacht Club, all debts and obligations of the Club shall be paid. No member shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property, after payment of all debts and obligations of the Club, shall be paid and distributed to any successor organization organized and operated for the same purposes as the QYC or to the Custodian of the Recreation Fund, Marine Corps Combat Development Command (MCCDC) as a gift.

Section 15. Neither the Club nor any officer or director thereof will incur a financial liability that exceeds the financial assets of the Club. Any officer or member who incurs a liability or makes an expenditure which exceeds the funds in the QYC account or is not authorized by the Articles of Incorporation and bylaws or the Club membership will be personally liable.

Section 16. The Commodore shall appoint an audit board to conduct an annual audit of the Club's financial records as of 30 September in accordance with the requirements of enclosure (4) of MCBO 7010.lA or any successor. Special audits may be conducted at any time the Commodore deems necessary or when a majority of the voting members at a meeting determines an audit is required.

Section 17. The Club facilities may be utilized for private functions by members of the Club upon written request to the Executive Committee and in time to be published in the Club newsletter preceding the function. A fee will be charged at a rate negotiated between the requesting member and the Executive Committee. All clean up after the function, any damages and the cost of supplies used during the function will be the responsibility of the requesting member.

Section 18. No member of the Club shall use the Club as a temporary or permanent residence.

Section 19. A guest is an individual (not an organization) who is a relative, friend, or acquaintance of a member of a private organization authorized to conduct activities on MCB Quantico, invited to observe or participate in those activities on a one-time or infrequent basis. The QYC will limit its number of guests allowed per member, per day to three persons or fewer; The QYC and the guests’ sponsoring member is responsible for the activities/behavior of the guests; The QYC member will accompany their guests at all times. The QYC will ensure that guests registers with the Club, provides appropriate identification, and sign a Waiver of Liability; The Club will ensure that guests comply with all terms and conditions of current Orders governing club activities, and any other DoD, USMC, or MCB Quantico directives or regulations applicable to visitor. Guests will not engage in any commercial activity or solicitation.

Section 20. The QYC shall ensure each authorized guest signs the Waiver of Liability and Assumption of Risk Agreement. The QYC shall ensure each authorized guest also sign these documents.

Section 21. The QYC will not engage in general retail activities, except for QYC branded items that cannot be carried by other merchants and are to be limited to those items directly related to the purposes of the QYC. The intent is not to compete with MCCS or other authorized merchants on MCB Quantico and any amounts raised are to be limited to those amounts required to support that specific activity.

ARTICLE IX

MEETINGS

Section 1. The monthly meeting of the QYC shall take place at the QYC Club House, beginning at 8 PM, on the second Friday of every month, except in December, when the meeting is moved to the Second Saturday of that month, with its starting time determined by the Executive Board.

Section 2. Special meetings of the Club may be called by the Commodore at such times and places deemed suitable.

Section 3. Notice of meetings shall be given in such a manner as to assure that reasonable effort is made to notify all regular members of the time, place and purpose of said meetings.

Section 4. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the organization may adopt.

ARTICLE X

MISCELLANEOUS

Section 1. All activities of the QYC shall be based on the Articles of Incorporation and bylaws or such other rules and regulations as may be adopted from time to time by the general membership of the Club.

Section 2. Subject to the approval of the Commander, MCB Quantico, these bylaws may be amended at any meeting of the Quantico Yacht Club by a two-thirds vote of the membership present and voting, provided the proposal is placed before the membership at the previous meeting and published to the membership at least five (5) days prior to the meeting. The publication of the proposed change to the bylaws shall contain the full text of the existing Article which is proposed to be amended together with the text of the proposed amendment which may be shown by striking through text to be deleted and underlining text to be added.

Section 3. The board of directors may, by resolution duly adopted, indemnify and advance expenses to any director, officer or employee or agent of the corporation for any liability or expenses incurred by that individual in good faith and in his official capacity to the maximum extent permitted by law.

Section 4. Whenever any notice is required to be given under the provisions of law of the Commonwealth of Virginia, the Articles of Incorporation, or the bylaws of the corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Approved and adopted by the membership at the regularly scheduled membership meeting held on 13 June 2008, subject to the approval of the Commander, Marine Corps Base Quantico, as provided herein.

_________________________________________

Secretary