GAINESVILLE BOAT CLUB BYLAWS. (Revised December 2008) ARTICLE I NAME

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1 GAINESVILLE BOAT CLUB BYLAWS (Revised December 2008) ARTICLE I NAME The official name of this organization shall be the GAINESVILLE BOAT CLUB (the Club ). ARTICLE II PURPOSE The purpose of this organization shall be to serve the interests of Club Members, owners of Improvements, and boat owners; to stimulate a greater interest in boating among citizens of the area served by the Club; to develop a fraternal spirit among Club Members and their families; to provide a medium for the exchange of boating and other information in the best interests of the Club and its Members; to own, lease, or possess property for Club use; to develop more adequate boat storage and dock facilities for Club Members and to manage and regulate such facilities; to promote a family atmosphere and camaraderie among owners of Improvements and Club Members; and to further the interests of the Club and its Members, collectively. ARTICLE III DEED RESTRICTIONS/CONDITION OF OCCUPANCY SECTION A. Deed Restriction. The property purchased by the Club is subject to certain restrictions as a condition of purchase. These restrictions are recorded in a Quitclaim Deed executed on the 10th day of April 1969, by the District Engineer, Tulsa District, Corps of Engineers, and are summarized as follows:. 1. Property shall be used for cottage site purposes only. As used herein, the term cottage site purposes is defined to mean a colony site as defined in the Code of Federal Regulations, Title 33, Section Said property shall be developed for cottage site purposes as shown on plat attached to Quitclaim Deed. 1

2 3. No cottage site shall exceed one (1) acre in size. lots.) 4. Only one such lot shall be sold to any person. (Note: Club has elected not to sell 5. No lot shall be subdivided but shall remain intact as a single unit. 6. Only one (1) dwelling shall be placed on any such lot. SECTION B. Conditions of Occupancy. 1. Members do not own lots. Instead, Members have a right to exclusively occupy their designated lots for so long as they comply with Club Bylaws and Standing Rules and pay all dues and assessments. So long as a Member complies with Club Bylaws and Standing Rules and pays all dues and assessments, such Member, his/her heirs, devisees or assigns, may not be involuntarily divested of such Member's interest in and right to occupy such Member's designated lot. 2. Members do not own Club common areas and other property. Instead, Members have a right to nonexclusive use and enjoyment of Club property, according to Club Bylaws and Standing Rules, and so long as they pay all dues and assessments. 3. Only one lot shall be assigned to any Member. 4. Persons must be Members to occupy lots pursuant to Section B. l. above. 5. All Members must comply with the requirements of the Army Corps of Engineers. Any authorization granted by the Club or its Board of Directors to any Member is subject to all requirements of the Army Corps of Engineers and of all other federal, state, or local authority. Any costs associated with the removal or correction of a non-compliant item is the responsibility of the Member. 6. Subject to limitations within the Bylaws, the Board of Directors has the right to proscribe reasonable regulations associated with use of common areas, storage buildings, storage building land, and all other Club land. ARTICLE IV MEMBERSHIP SECTION A. Membership Classifications. There shall be three (3) types of Members: 1. Regular Member 2. Dual Member 2

3 3. Non-dwelling Member Unless otherwise specifically stated in these Bylaws, the use of the term Member shall include all three types of Members. All three types of Members shall be required to pay membership dues and assessments. Those Members who are Dual Members or Non-dwelling Members prior to passage of this Amendment to the Bylaws shall be grandfathered from assessments. Non-dwelling Members, who have been Regular Members at least ten (10) years at the time of becoming a Non-dwelling Member shall be required to pay only 50% of Dues and no Assessments, but shall pay into the Savings Fund referenced in Article IX of these Bylaws. Provided however, any such Non-dwelling Member shall not be allowed to vote on any change in Dues or Assessments so long as such Non-dwelling Member is paying a reduced amount in Dues or Assessments. SECTION B. Eligibility for Membership. 1. Regular Members. Only individual or married couple owners of Improvements on lettered and numbered lots may become Regular Members. Improvements shall mean single-family dwellings, garages, boat storage buildings, sheds, and other structures on the Member s assigned lots. There may be only one individual or married couple Regular Member per Improvement. 2. Dual Members. Only adult children and mothers and fathers of Regular Members who wish to share their dwelling ( Sponsoring Regular Members ) may become Dual Members. Sponsoring Regular Members are responsible for the conduct of Dual Members and for the dues of Dual Members they sponsor. 3. Non-dwelling Members. Regular Members who, by reason of sale, transfer of ownership, or otherwise, no longer own improvements may become Non-dwelling Members. SECTION C. Application for Membership. Application for Membership in the Club shall be made in the manner and timeframe prescribed by the Board of Directors. All Members shall abide by the Bylaws and Standing Rules of the Club as a condition of Membership. An application fee may be required as determined by the Board of Directors. The Board of Directors may establish procedures to follow in submitting and securing approval of Membership Applications. SECTION D. Approval of Application. The Application shall first be reviewed and approved and submitted to the Board of Directors for approval. If approved by the Board, such Application shall then be submitted to the Membership in the Sea Belle, or in such other manner as the Board shall direct. Upon submission, such Application shall be deemed approved provided all fees have been paid with good funds. SECTION E. Resignation. A Member may resign from the Club at any time upon written notice to the Club Secretary or such other officer as the Board of Directors shall designate by written 3

4 notice to the Members. Resignation shall not relieve the Member from liability for any unpaid dues, bills, or assessments. Membership dues shall continue to be payable until ownership of the Improvements owned by the Resigning Member have been transferred to another Member who assumes responsibility for dues, and all personal property of the Resigning Member has been removed from Club Premises. SECTION F. Delinquencies. In the event any Member becomes delinquent in dues or assessments for a period of two (2) months, notification of the delinquency shall be made by the Club Treasurer or such other person as designated by the Board of Directors in writing to the Member s address in the Club records, and such Member shall be assessed a late fee of $30. If not paid within one (1) month from the date of mailing or delivery of the notice, the Member shall be automatically suspended. Suspension does not stop accrual of dues and assessments. Any Member suspended for nonpayment of dues or assessments and desiring to resume the Membership in good standing shall be required to pay all delinquent dues and assessments, plus a two hundred dollar ($200.00) penalty. During the period of suspension, said Member shall not be entitled to utilize Club property or facilities or enjoy any other benefits of Membership, including voting. The Membership may be advised by publication in the Sea Belle, of any Member suspended for a period exceeding 30 days. SECTION G. Termination of Membership. Membership may also be terminated for any reason whatsoever by a vote of two-thirds of the Board of Directors with the concurrence of a two-thirds majority vote of the Members voting. SECTION H. Voting Eligibility. Only Members having current dues and assessments paid shall, as of the Record Date, be privileged to vote. SECTION I. Married Couples Voting. Both of married couple Members shall have, generally, the rights and privileges of Members except, for the purpose of any vote described herein, a married couple together shall only be entitled to one vote, unless each owns an Improvement. In the event of dissolution of a marriage, only one may retain Membership, and, absent agreement or court intervention, Membership shall be retained by the person designated in the Club records as the Member. SECTION J. Termination on Death. In the event of death of a Member, the surviving Spouse may retain the Membership and dues and assessments shall continue to accrue. Otherwise, the Membership shall terminate upon the death of a Member, but dues and assessments shall continue to be due and payable by the estate of a Regular Member until any Improvements owned by the estate are properly transferred to a Member. The Board of Directors may allow such access to the Improvements of a Member by the Member s estate as is appropriate under the circumstances. 4

5 SECTION K. Transfer or Assignment. Members may not transfer or assign their Membership, except as provided in Section I of this Article IV; provided, by agreement of all involved, and after notice to the Club and approval of the Board of Directors, Regular Members, and Dual Members in the same family may exchange their respective member status (Regular vs. Dual) subject to Article IV, Section B. Transfers from the estate of a Member to non-member shall require a new application for Membership. SECTION L. Record Date. The Record Date shall be the date not greater than thirty (30) days nor less than ten (10) days, as designated by the Board of Directors, on which the Secretary, or his/her designee shall determine eligibility to vote. SECTION M. Abandoned Property. At any time after thirty (30) days after termination of Membership, upon thirty (30) days written notice to the affected former Member at his/her last known address, the Club may take possession of, title to, and dispose of any property of such former Member left at Club premises. ARTICLE V BOARD OF DIRECTORS SECTION A. The responsibility, government, direction, regulation and control of the activities and properties of the Club and all Improvements at the Club shall be vested in the Board of Directors. Management shall be in accordance with these Bylaws and the Standing Rules of the Club. SECTION B. The Board of Directors shall consist of Commodore; Vice Commodore; Rear Commodore; Immediate Past Commodore, who shall serve as Chairman of the Membership Committee; Secretary; Treasurer; and one (1) Member elected at-large from the Club. Should there be no Immediate Past Commodore (by reason of the Commodore serving more than one consecutive term), then a second Member shall be elected at-large from the Membership, who shall have the duties normally undertaken by the Past Commodore. SECTION C. All Members of the Board of Directors shall hold office for one (1) year or until their successors are duly elected and qualified. SECTION D. Regular meetings of the Board of Directors shall be held monthly at a time and place designated by the Commodore. All Members of the Board of Directors shall be given reasonable notice of any meeting of the Board. SECTION E. Special meetings of the Board of Directors may be called by the Commodore, by the Vice Commodore, or by any two Members of the Board of Directors upon five (5) days notice; provided, however, that less than five (5) days notice may be given if in sufficient time to permit Members of the Board of Directors to be present or participate, taking into consideration the availability of transportation and other contributing factors. Meeting may be held in person, via telephone, or by other electronic means. 5

6 SECTION F. Resignation. Any Board Member or Officer may resign from office effective immediately upon giving notice to the Secretary or Commodore. Resignation need not be accepted by the Club to be effective. SECTION G. Vacancy. Any vacancy occurring in the Board of Directors or Officer position shall be filled by the Board of Directors by affirmative vote of a majority of the remaining Directors, even if less than a quorum of the Board of Directors. A Director or Officer elected to fill a vacancy shall be elected for unexpired term of the predecessor in office. A vacancy shall occur upon the resignation or death of a Board Member, if such Board Member ceases to be a Member, or by reason of removal of a Board Member from office. SECTION H. Removal. The Members, by majority vote, may vote to remove a Director at any time, at a regular or special meeting called for that purpose. SECTION I. Quorum. Fifty percent (50%) or more of the Directors shall constitute a quorum, unless otherwise provided in these Bylaws. The Directors present or participating at a duly called or held meeting at which a quorum has been established may continue to transact business even if Directors leave the meeting. ARTICLE VI OFFICERS SECTION A. The elected Officers of the Club shall be: Commodore, Vice Commodore, Rear Commodore, Immediate Past Commodore, Secretary, Treasurer, and one (1) Member of the Board of Directors elected at-large from the Membership. Should there be no Immediate Past Commodore (by reason of the Commodore serving more than one consecutive term), then a second Member shall be elected at-large from the Membership, who shall have the duties normally undertaken by the Past Commodore. SECTION B. The Officers shall be nominated at the next to last General Membership Meeting of the year or at such other time as determined by the Board of Directors. They shall be elected at the last General Membership Meeting of the year, or at such other reasonable time as determined by the Board of Directors, and take office in January. Officers shall hold office for the term of one (1) year or until their successors shall have been elected and qualified. The Commodore may serve more than one (1) term consecutively. The Election Procedure for all offices in which there is a contest shall be determined by the Board of Directors. The Board of Directors may authorize absentee voting, voting by mail or voting by proxy. SECTION C. There shall not be more than one family Member or Membership of the same Property Improvement serving as a voting Member of the Board of Directors at the same time. 6

7 ARTICLE VII DUTIES OF OFFICERS SECTION A. COMMODORE: (S)he shall preside at all meetings of the Club and its Board of Directors; shall appoint all committees, except that Standing Committee appointments shall be approved by the Board of Directors; shall serve as a Ex-Officio Member of all committees and shall perform all duties instant to this office and may recommend such action as (s)he may deem likely to further the best interests of the Club. The Commodore shall sign along with the Treasurer all contracts and other obligations on behalf of the Club and perform other such duties as may be consistent with his/her office and assigned by these Bylaws, the Board of Directors, or Standing Rules of the Club. SECTION B. VICE-COMMODORE: During the absence or temporary incapacity of the Commodore, (s)he shall perform the duties of the Commodore. (S)he shall also serve as a Club Parliamentarian. SECTION C. REAR COMMODORE: (S)he shall serve for the Vice Commodore and Commodore during the absence or temporary incapacity of both. (S)he shall also serve as Chair of the Parks and Grounds Committee. SECTION D. TREASURER: (S)he shall keep all records and accounts of the Club and have charge of its funds; shall keep all funds in a bank, savings and loan, or similar depository institution approved by the Board of Directors in the name of the Club, in one or more accounts as may from time to time be approved by the Board of Directors; and shall disburse the funds of the Club under direction of the Board of Directors. (S)he shall prepare, or cause to be prepared, an annual profit and loss statement and balance sheet to be submitted to the Membership, and, may at the direction of the Board of Directors engage appropriate firm(s) to provide audit or other financial services to the Club. SECTION E. SECRETARY:(S)he shall be in charge of correspondence of the Club, Minutes of the Club Membership and Board of Directors Meeting, keeping the official records, official certificates of the Club, and the Sea Belle. The Board of Directors may designate an additional Member to serve as Assistant Secretary, to whom duties of the Secretary may be delegated. ARTICLE VIII STANDING COMMITTEES SECTION A. The PARKS & GROUNDS COMMITTEE shall be chaired by Rear Commodore or such other Officer or Member as the Commodore may appoint. The Committee shall, under the direction of the Board of Directors, develop plans, recommend, and assist the Board of Directors 7

8 in developing and enforcing the Club rules regarding property premises and Improvements, including access roads. SECTION B. The SAFETY COMMITTEE shall recommend to the Board of Directors the necessary rules to ensure the safe use of the facilities of the Club and of the Members personal property located at the Club for adoption in the form of Standing Rules of the Club. SECTION C. The MEMBERSHIP COMMITTEE shall be chaired by the Immediate Past Commodore or such other Officer or Member as the Commodore may appoint. Membership public relations, information, selection, and solicitation shall be the primary functions of the Committee. SECTION D. The ACTIVITIES COMMITTEE shall plan and promote such special events and activities as will further the development of fraternal spirit among the Members of the Club. SECTION E. Authority. No Committee or Member thereof shall have authority to obligate the Club in any manner in excess of the Committee s authority delegated by the Board of Directors. SECTION F. Appointment/Terms. All standing Committee Chairs and Members shall serve for one (1) year terms. All Committee Chair appointments shall be made by the Commodore. All Committee Members shall be appointed jointly by the Commodore and the Committee Chairs. ARTICLE IX DUES SECTION A. Votes. Votes on proposed changes in the amounts of any fees, dues, or assessments of the Club shall be conducted in accordance with Article X of these Bylaws. SECTION B. When Due. Monthly dues are due on the first of the month. SECTION C. Savings Fund. There shall be a Savings Fund for the preservation, repair, and replacement of Club assets, with a required fee of $150 per Member annually. Members may pay the annual fee over 90 days, unless longer payout terms are requested and approved under special circumstances. Fees collected will be segregated from the General Operating Fund. Board authority for annual expenditure of fees collected is limited to the lesser of $10,000 or 40% of the then-current fund balance. Expenditures exceeding these limits or an increase in the annual required fee require a majority vote of the Membership, pursuant to Article X of the Bylaws. The fee shall be paid by all types of Members. 8

9 ARTICLE X VOTING SECTION A. Only Members in good standing on the Record Date may vote. SECTION B. Unless otherwise provided herein, all matters shall be decided by majority of those voting. SECTION C. Voting on any matters involving changes in fees, dues, assessments, amendments to these Bylaws, Standing Rules, or Membership termination shall be conducted as follows: 1. At least thirty (30) days written notice shall be given to Members of the matter to be voted upon. 2. The vote shall occur at a Regular or a Special Membership Meeting, or in lieu of meeting, by absentee voting, in a manner determined by the Board of Directors. 3. Absentee voting shall be allowed; the Board of Directors shall establish a procedure to make absentee voting expediently available to all Members who choose to do so. 4. All such votes shall be in writing. SECTION D. Voting on election of Officers shall be in accordance with the provisions of Article VI of these Bylaws. SECTION E. Voting on any other matters shall be by majority vote at any Regular or Special Membership Meeting or in lieu of meeting, by absentee ballot, in a manner determined by the Board of Directors. SECTION F. Members and Spouses shall be allowed only one vote among them as provided in Article IV, Section I of these Bylaws. SECTION G. All changes to the Bylaws and Standing Rules shall be voted on item by item. ARTICLE XI MEETINGS SECTION A. Regular Membership Meetings of the Club shall be held a minimum of four (4) times per year, unless impractical. The exact dates of the meetings each year shall be determined by the Board of Directors. 9

10 SECTION B. Written notice of place, day, and hour of all meetings of the Club shall be prepared and distributed to the Members by the Secretary or his/her designee, through the Sea Belle or otherwise. SECTION C. Special meetings of the Club may be called by the Commodore, the Vice Commodore, or by any two (2) Members of the Board of Directors. SECTION D. One-fifth of the Members shall constitute a quorum. ARTICLE XII GUESTS SECTION A. The facilities of the Club are for the sole use and benefit of the Club Members and permitted guests and children guests. Any Member in good standing has the privilege of bringing permitted guests to the Club site at anytime, and said Member is responsible for their actions and safety. Said Member shall remain on the Club site so long as their guests are present at the site. A Member having permitted guests at the Club site is accountable to the Board of Directors for violations of the Bylaws and Standing Rules of the Club by Members permitted guests. SECTION B. Children guests are any child of a Member who is thirty (30) years of age or younger and the Spouse and children (if any) of any such children guests. Children guests may use the facilities of the Club by permission of the Member without the Member being present on the Club site, if the concerned child is at least eighteen (18) years of age. Children guests may not, however, bring any guests to the Club site without the Member being present. All other rules concerning Member responsibility for permitted guests set forth in Section A above shall apply to children guests. SECTION C. A guest is any person other than the Member or Spouse. SECTION D. Any person found on the Club site who is not a Member, qualified permitted guest, or children guest (or Spouse or child of children guest), may be asked to leave the Club site by any Member of the Board of Directors or on authority of the Board of Directors. SECTION E. Workers may enter the Club site while performing services at the request of the Club or Club Member. Workers shall not be deemed to be guests and shall not use the Club facilities. 10

11 ARTICLE XIII AMENDMENTS SECTION A. These Bylaws may be amended by a majority vote of the Members voting in accordance with Article X of these Bylaws. Members must be given at least thirty (30) days written notice of the proposed changes or amendments. Members may propose in writing additional changes or amendments at any Board of Directors meeting. PROVIDED, HOWEVER, Article III, Section B may be amended by a vote of two-thirds (2/3) of Regular Members voting and such amendment, may not adversely affect the rights of any Members who, at the time of such amendment, held an improvement on a designated lot, but shall be effective as to any transferees subsequent to the date of such amendment. ARTICLE XIV STANDING RULES SECTION A. Standing Rules may be established so long as they do not conflict with the Bylaws. The Board of Directors may establish reasonable procedures to implement and enforce the Standing Rules. SECTION B. The Secretary shall be responsible for providing current lists of the Standing Rules to the Membership and to those persons applying for Membership. SECTION C. Standing Rules may be added, changed, or deleted by a vote of the Membership pursuant to Article X of the Bylaws. The proposed addition, change, or deletion, and date of voting shall be published in the Sea Belle or mailed to each Member a minimum of thirty (30) days prior to the meeting at which the vote will take place. ARTICLE XV ENFORCEMENT All Members are responsible for violations of the Bylaws and Standing Rules and those of their guests. The Board of Directors may take such action as it determines to be appropriate to assure the continued enjoyment of the facilities by the Membership and to assure that all Members share in the responsibility to abide by the Bylaws and Standing Rules of the Club. Action may vary from a verbal or written reprimand, prohibiting a particular guest from use of the Club property, to recommending termination of Membership for repeated disregard of the Bylaws and Standing Rules, or any other action deemed appropriate under the circumstances by the Board of Directors. 11

12 ARTICLE XVI MISCELLANY SECTION A. Fiscal Year: The fiscal year of the Club shall conform to the calendar year. SECTION B. Interpretation: The Board of Directors is responsible for the interpretation of these Bylaws. In the absence of clarity in these Bylaws or other proceedings of the Club, the Board of Directors shall assume responsibility for taking appropriate action and shall recommend clarification or amendment to the Bylaws for future guidance. SECTION C. Special Committees: The Board of Directors shall authorize all Special Committees and the duration of such committees. Committee appointments shall be made by the Commodore, in consultation with the Standing Committee Chairman under whose jurisdiction each such Special Committee shall serve. SECTION D. Sea Belle: The newsletter-type publication of the Club shall be entitled, Sea Belle. The frequency of distribution shall be at the discretion of the Board of Directors, and the content shall be subject to approval to the Commodore or any other individual appointed by the Commodore. Distribution of the publication shall be to all Club Members in good standing and be limited to one copy to each household. ARTICLE XVII INDEMNIFICATION Subject to the provisions of Article A of the Texas Non-Profit Corporation Act, the Club may indemnify Directors, Officers, agents, and employees as follows: 1. Extent. (a) Statutorily Required Indemnification. The Club shall indemnify its Directors and Officers against reasonable expenses incurred in connection with a proceeding in which the Director or Officer is named as a defendant or respondent because he is or was a Director or Officer of the Club, if he has been wholly successful on the merits or otherwise in the defense of the proceeding. The Club may, at the direction and in the sole discretion of the Board of Directors, pay for or reimburse the Director or Officer for the payment of his reasonable expenses in advance of the final disposition of the proceeding, provided that the Club receives in writing (i) an affirmation by the Director or Officer of his good faith belief that he has met the standards of conduct necessary for indemnification under Article A of the Texas Non- Profit Corporation Act, and (ii) an undertaking by or on behalf of the Director or Officer to repay the amount paid or reimbursed if it is ultimately determined such standards of conduct have not been met. 12

13 (b) Permitted Indemnification. The Club, at the direction of and in the sole discretion of the Board of Directors, shall have the right, to such further extent as permitted by law, but not the obligation to indemnify any person who (i) is or was a Director, Officer, employee, or agent of the Club, or (ii) while a Director, Officer, employee, or agent of the Club, is or was serving at its request as a Director, Officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. 2. Insurance. The Club may purchase and maintain insurance or another arrangement on behalf of any person who is or was a Director, Officer, employee, or agent of the Corporation or who is or was serving at its request as a Director, Officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the Club would have the power to indemnify him against that liability pursuant to the provisions of the Texas Non-Profit Corporation Act. Furthermore, the Club may, for the benefit of persons indemnified by the Club, (i) create a trust fund; (ii) establish any form of self-insurance, (iii) secure its indemnity obligation by grant of a security interest or other lien on the assets of the Club; or (iv) establish a letter of credit, guaranty, or surety arrangement. 13