BY-LAWS of the COAST GUARD AUXILIARY ASSOCIATION, INC (CGAuxAI) PREAMBLE

BY-LAWS of the COAST GUARD AUXILIARY ASSOCIATION, INC (CGAuxAI) PREAMBLE The Commandant of the United States Coast Guard has approved the organization of a corporation to support the activities of the United States Coast Guard Auxiliary, the "Coast Guard Auxiliary Association, Inc." (hereafter called the "CGAuxAI ), formerly known as the Coast Guard Auxiliary National Board, Inc. ( NBI ). CGAuxAI is a non-profit corporation, which conducts certain fiscal affairs peculiar to the National Board of the United States Coast Guard Auxiliary. However, CGAuxAI is a separate legal entity. The basic organization and structure of CGAuxAI is prescribed in Articles of Incorporation, which have been filed with the cognizant authorities of the District of Columbia. These Articles define the Members of the corporation, provide that the affairs of the corporation shall be regulated by a Board of Directors and prescribe the membership of the Board of Directors, as follows: The National Commodore, National Vice Commodores-Atlantic (East), Atlantic (West), and Pacific, Chief of Staff, the Immediate Past National Commodore, all District Commodores, and the President, National Association of Past District Commodores. The Comptroller and Treasurer, as officers of the corporation, shall be non-voting members of the Board of Directors. The Board of Directors is authorized to adopt "by-laws" which prescribe the details of the organization and operation of the corporation. ARTICLE ONE Offices The principal office of the corporation shall be in Washington, D.C. The Corporation may also have offices at such other places as the Board of Directors may designate or the activities of the corporation may require. 1

ARTICLE TWO Board of Directors Section 3 Section 4 Section 5 Section 6 Section 7 Section 8 The Board of Directors shall consist of the persons specified in the Articles of Incorporation and as listed in the Preamble to the By-Laws. The powers and duties of the Board of Directors shall be as specified in the Articles of Incorporation and in applicable statutes and shall include all powers and duties not therein expressly directed or required to be otherwise exercised. An Annual Meeting of the Board of Directors shall be held prior to, separate from, and at the same place as the Annual Regular Meeting of the National Board of the United States Coast Guard Auxiliary. Special Meetings of the Board of Directors shall be held at the written call of the President or at the written request of a majority of the Board of Directors. Such written call or request shall specify the purpose(s) of such special meeting and shall be transmitted to the Secretary for dissemination to the Board of Directors. The Secretary or the President shall give at least thirty (30) days written notice of any such Special Meeting to each member of the Board of Directors, specifying the time and place of such meeting and stating the purpose(s) of the meeting. Unless otherwise decided by a two-thirds (2/3) vote of the Directors then present and voting, the business of any such special meeting shall be confined to such stated purpose(s). A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at all meetings. Each member of the Board of Directors shall have one vote, except the Treasurer and Comptroller, who are non-voting members. Unless otherwise provided in these by-laws, all actions of the Board of Directors shall be determined by a majority of the votes cast, not counting abstentions or illegal ballots. Unless otherwise provided by the Articles of Incorporation, these by-laws or applicable statutes, all business of the Board of Directors shall be conducted in accordance with Robert's Rules of Order (Revised). When the President shall deem it impractical to conduct a meeting to vote, the Secretary shall conduct such vote by mail. If a Director fails to exercise the privilege to vote on any question(s) set forth in a ballot transmitted by the 2

Secretary by Certified Mail, within the time limit for voting (not less than thirty (30) days, fixed by the President and specified in the ballot), such Director shall be included for the purpose of determining a quorum but shall not be counted as having voted for or against the question(s). The Secretary shall give written notice to each Director announcing the results of any such vote and shall retain all written evidence of the mailing of such ballots and the votes cast. Such evidence shall be available for inspection at the next Annual Meeting and shall be affixed to the minutes thereof. Section 9 Any action required or permitted to be taken by the Board of Directors or by a standing or other committee may be taken without a meeting, if all of those entitled to vote, consent to the action in writing and if the written consents are filed with the records of the corporation. Such consents shall be treated for all purposes as a vote at a meeting. ARTICLE THREE Officers Section 3 The executive officers of the corporation shall be a President, a First Vice-President and three (3) Second Vice-Presidents. These officers comprise the CGAuxAI Executive Board (EXBD). The Treasurer and Comptroller shall be non-voting officers of the corporation. The President, with the advice and consent of the Board of Directors, shall appoint an Executive Director, a Secretary, a Treasurer, and a Comptroller, who shall hold their offices for such terms and shall exercise such powers and perform such duties as the Board of Directors shall determine from time to time. The President may also appoint such other officers as deemed necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as the President shall determine from time to time. No executive or appointed officer of the corporation shall receive a salary for performing the duties of office unless approved by the Board of Directors. The Executive Director, however, is eligible to receive such salary, performance incentives, and other benefits, which may be formalized in an employment contract, as the Board of Directors may approve. ARTICLE FOUR The President The President of the corporation shall ex officio be the incumbent National 3

Commodore of the United States Coast Guard Auxiliary. The President shall preside at all meetings of the Board of Directors and shall be a voting member of all Standing Committees. The President shall have the general and active supervision of the business of the corporation, shall see that all decisions and resolutions of the Board of Directors are implemented and shall execute all documents requiring the seal of the corporation. Section 3 Thirty (30) days before the Annual Meeting, the President shall submit the budget for the ensuing year, as recommended by the Fiscal Committee, to the Board of Directors. The Annual Budget approved by the Board of Directors at the Annual Meeting shall constitute authorization for the President to cause the expenditure of corporate funds for the purpose set forth therein. In addition to the expenditures authorized by the Board of Directors in the approved budget, the President may expend a sum not exceeding Twenty Five Hundred ($2500) dollars per year, for corporate purposes, without prior authorization of the Board of Directors. Any such expense over One Thousand ($1000) dollars will be reported to the Board within sixty (60) days for review and approval. ARTICLE FIVE The Vice-Presidents The First Vice-President shall ex officio be the incumbent National Vice Commodore, Chief of Staff, of the United States Coast Guard Auxiliary. In the absence of the President or the President's inability to act, the First Vice-President shall exercise the powers of the President. The First Vice-President shall also have such powers and perform such duties as may be delegated by the President or prescribed by the Board of Directors. The Second Vice-Presidents shall ex officio be the incumbent National Vice Commodores - Atlantic (East), Atlantic (West), and Pacific of the United States Coast Guard Auxiliary and one shall not take precedence over the other. The Second Vice-Presidents shall have such powers and perform such duties as may be delegated by the President or prescribed by the Board of Directors. ARTICLE SIX The Executive Director The Executive Director shall serve at the pleasure and under the supervision of the President, subject to the advice and consent of the Board of Directors, or 4

until a successor is duly appointed. The Executive Director shall: (1) be responsible for the day-to-day operations of CGAuxAI and shall disburse funds from the operating-checking account when authorized by the Board of Directors in accordance with the Annual Budget of the corporation and in accordance with interim expenditures approved by the President and/or Fiscal Committee. In addition, the Executive Director shall have the authority to review and approve or disapprove reimbursements of all travel and non-travel vouchers; (2) be responsible for maintaining all formal accounting and other records of CGAuxAI; (3) assist in developing annual budgets, budget adjustments, and contracts and periodically review the same; (4) be responsible for managing and operating the Auxiliary Center (AUXCEN) and Printing Division in accordance with the Annual Budget; (5) be responsible for the AUXCEN materials procurement and distribution program; (6) be responsible for the inventory management encompassing the requisitioning, receipt, storage, and distribution of all CGAuxAI equipment and supplies, property on loan from the Coast Guard to the AUXCEN and Printing Division and/or Coast Guard Auxiliary, property which has been requisitioned as excess and property acquired as surplus that is under the CGAuxAI's cognizance; (7) coordinate the reproduction and printing of material for CGAuxAI, the U.S. Coast Guard, and the Coast Guard Auxiliary, as directed; (8) supervise all CGAuxAI employees, to include hiring and termination of employment, and maintain personnel records, personnel policy, and work assignment; (9) review requests for grants and forward to the Fiscal Committee for review and/or approval; (10) develop an organization and appropriate job descriptions to carry out the day-to-day tasks of CGAuxAI; 5

(11) conduct internal audits of the CGAuxAI programs under his/her control; (12) supervise the acquisition by CGAuxAI of monies and materials from sources other than annual dues, including gifts and grants; (13) perform any other duties and exercise any other powers as shall be delegated to the Executive Director by the President or Board of Directors; and (14) deliver to his/her successor as Executive Director, all CGAuxAI records, reports, books, papers, and files in his/her possession, custody, or control belonging to the corporation or pertaining to the corporation and the office of the Executive Director. Section 3 The Executive Director will not be personally involved in acquiring funds, gifts, or grants for CGAuxAI. ARTICLE SEVEN The Secretary The Secretary shall serve at the pleasure of the President and until a successor is duly appointed. The Secretary shall: (1) attend all meetings of the Board of Directors and record all votes and shall keep or cause the keeping of the minutes of all proceedings of the Board of Directors; (2) when directed by the President, give or cause the giving of notice of all meetings of the Board of Directors; (3) prepare, distribute and receive or cause the preparation, distribution and receipt of all ballots by mail as provided in Article Two, Section 8; (4) keep in safe custody the Seal of the corporation and, when authorized by the Board of Directors or President, affix the seal to any instrument requiring it and attest to it by signature of the Secretary; (5) keep in safe custody all permanent papers of the corporation except those papers designated by these by-laws or otherwise designated by the President to be kept by the Executive Director, the Treasurer, or Comptroller; 6

(6) perform any other duties and exercise any other powers as shall be delegated by the President or prescribed by the Board of Directors; (7) prepare or cause the preparation, execution and filing of all annual reports and similar legal documents which shall be necessary to maintain the corporation in good standing with all cognizant governmental authorities; and (8) deliver to his/her successor as Secretary the Seal of the corporation and all books, papers and files pertaining to the corporation and the office of the Secretary. Section 3 Section 4 In the absence of the Secretary and any Assistant Secretary from any meeting, a Temporary Secretary chosen at the meeting by the presiding officer shall record the proceedings thereof. Any Assistant Secretary shall have such duties and powers as shall be delegated from time to time by the Board of Directors, the President or the Secretary. ARTICLE EIGHT The Treasurer The Treasurer shall serve at the pleasure of the Board and until a successor is duly appointed. The Treasurer shall be an officer of the corporation and a nonvoting member of the Board of Directors. The Treasurer shall: (1) maintain custody of the corporate funds, securities and valuable effects; (2) receive all funds, securities and valuable effects paid to, acquired by, or transferred to the corporation; (3) deposit all funds of the corporation in a banking institution(s) selected by him/her and approved by the President, in accounts, maintained in the corporate name, which are insured by an agency of the United States Government, except as noted in sub-paragraph (9) below; (4) authorize the Comptroller and the Executive Director, when specifically authorized by the Board of Directors, to disburse funds in accordance with the approved Annual Budget of the corporation and any funds 7

authorized for interim expenditure by President and/or the Fiscal Committee; (5) keep full and accurate records and books of account which shall belong to the corporation, to reflect such receipts, disbursements and deposits and the funds, securities and valuable effects in the Treasurer's custody; (6) render to the members of the Board of Directors, the Executive Director, and the Comptroller a monthly operating statement and balance sheet; (7) prepare the Proposed Annual Budget and coordinate with the Fiscal Committee; (8) mail the Fiscal Committee's recommended Annual Budget to the Board of Directors thirty (30) days prior to the Annual Meeting; (9) At the direction of the Fiscal Committee, funds of the corporation may be invested in the following types of investments, if in the judgment of the Fiscal Committee they represent sufficient stability of capital and maximum earnings capability commensurate with the risk involved: (a) federally insured bank deposits, up to the maximum insured amount; (b) treasury notes, bills and bonds; (c) federal agency notes and bonds; (d) "A" or better rated, investment grade corporate bonds with a maturity of twenty-four months or less; (e) repurchase agreements; (f) money market mutual funds insured by the SIPC; (g) and government money funds. (10) serve as advisor to the Fiscal Committee; (11) cause all financial records and books of account of the corporation to be audited annually by an independent Certified Public Accountant, 8

whose report will be made directly to the Board of Directors and President; (12) render to the Board of Directors at the Annual Meeting, upon relief by a successor in office or whenever requested by the President, an account of all financial transactions of the Treasurer and the financial condition of the corporation; (13) keep safe custody of all certificates of deposit, securities, evidences of accounts receivable and similar documents comprising or evidencing the fiscal assets of the corporation; (14) keep safe custody of all financial records and books of account of the corporation; (15) prepare or cause the preparation, execution and filing of all tax returns, financial statements and similar fiscal reports required by cognizant governmental authorities; (16) give the corporation a bond in such sum and with such sureties as prescribed by the Board of Directors for the faithful performance of the duties of Treasurer and, in the case of death, resignation, retirement or removal from office, for the restoration to the corporation of all books, papers, vouchers, money and other property under the possession, custody or control of the Treasurer, but which belong to the corporation, the premium for such bond being paid by the corporation; (17) assist the Legal Officer and Executive Director, as requested, in preparation, review and revision of various corporate contracts; (18) perform any other duties and exercise any other powers as shall be delegated by the President or prescribed by the Board of Directors; and (19) deliver to his/her successor as Treasurer, all property and fiscal assets in his/her possession, custody or control belonging to the corporation and all books, papers and files in his/her possession, custody or control pertaining to the corporation and the office of the Treasurer. ARTICLE NINE The Comptroller 9

The Comptroller shall serve at the pleasure of the President and until a successor is duly appointed. The Comptroller shall be an officer of the corporation and a non-voting member of the Board of Directors. The Comptroller shall: (1) disburse funds authorized by the Treasurer in accordance with the Annual Budget of the corporation and in accordance with interim expenditures approved by the President and/or the Fiscal Committee; (2) serve as an advisor to the Fiscal Committee; (3) review and approve or disapprove reimbursement of all travel and nontravel vouchers in the absence of the Executive Director; (4) prepare and mail bills for the annual and quarterly National Dues to all Districts/Regions of the Auxiliary with an assigned due date; (5) prepare and maintain salaries and records disbursement of same, and all withholdings for salaried employees of CGAuxAI; (6) assist the Legal Officer, Executive Director, and Treasurer, as requested in the preparation, review and revision of various corporate contracts; (7) render to the Board of Directors at the Annual Meeting, upon relief by a successor or whenever requested by the President or Secretary, an account of all financial transactions of the Comptroller; (8) give the corporation a bond in such sum and with such sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of Comptroller and, in the case of death, resignation, retirement or removal from office, for the restoration to the corporation of all books, papers, vouchers, money and other property in the possession of or under the control of the Comptroller, but which belong to the corporation; (9) perform any other duties and exercise any other powers as shall be delegated to the Comptroller by the President or prescribed by the Board of Directors; and (10) deliver to his/her successor as Comptroller, all funds, books, papers and files in his/her possession, custody or control belonging to the corporation or pertaining to the corporation and the office of the Comptroller. 10

ARTICLE TEN The Standing Committees Section 3 Section 4 The Standing Committees of the Board of Directors shall consist of the Audit Committee, the Fiscal Committee and such other permanent committees as the Board of Directors shall establish from time to time. Except for the Audit Committee and the Fiscal Committee, the Board of Directors shall prescribe the duties of each Standing Committee and the method of appointment and removal of the members of such committees. The Board may delegate to a Standing Committee, including the Fiscal Committee, the authority to act for CGAuxA in specified matters in the intervals between meetings of the Board of Directors. Each Standing Committee shall keep written minutes of its proceedings, which shall be furnished to the President and kept by the Secretary. The actions of each Standing Committee shall be reported in writing with copies to each member of the Board of Directors, and the Secretary. Those minutes concerning the Audit and Fiscal Committees will be provided also to the Executive Director, Treasurer, and Comptroller. This power to appoint Standing Committees shall not prevent the President or the Board from appointing ad hoc committees and prescribing their duties, membership and authority, provided however, no such ad hoc committee shall exercise any power of the Board of Directors. ARTICLE ELEVEN The Audit Committee The Audit Committee shall consist of a minimum of four (4) from the Board of Directors who are not Officers of the corporation and who are not members of the Fiscal Committee. The members of the Audit Committee shall be the President, National Association of Past District Commodores and three Directors appointed by the President; one from each of the National Areas of the United States Coast Guard Auxiliary. The Audit Committee shall: (a) after consultation with the President, Treasurer and the Comptroller, select the independent Certified Public Accountant who shall perform the Annual audit of the financial affairs of the corporation; 11

(b) meet at least once after the annual audit and discuss in detail the report of the annual audit; (c) encourage the independent auditor's communication with the committee concerning: (i) significant accounting policies, (ii) sensitive accounting estimates, (iii) disagreements with the officers of the corporation, (iv) difficulties in performing the audit, (v) irregularities or other reportable conditions. (d) prepare and render a written report to the Board of Directors at the Annual Meeting. ARTICLE TWELVE The Fiscal Committee The Fiscal Committee shall consist of the President, First Vice-President and three members of the Board of Directors selected by the President, one from each of the National Areas of the United States Coast Guard Auxiliary. The Treasurer, Comptroller and such other officers as shall be appointed by the President shall be non-voting advisory members of the Fiscal Committee. The Fiscal Committee shall: (1) approve a proposed Annual Budget for each ensuing Calendar Year which the Treasurer shall submit to each member of the Board of Directors at least thirty (30) days prior to the Annual Meeting of the Board of Directors; (2) at the request of the President, review and approve or disapprove any interim expenditures which must be made before the next Annual Meeting and which are not provided for by the Annual Budget previously adopted by the Board of Directors; (3) notify the Treasurer and Comptroller of any such approved interim expenditures; 12

(4) review the unqualified report of the independent Certified Public Accountant of the books and records of the corporation for the preceding calendar year and submit a written report reflecting this review to the President and the Board of Directors; and (5) review and recommend approval or disapproval of grant requests submitted by Auxiliary units; (6) review and recommend approval or disapproval to the Board of Directors the distribution of funds to Auxiliary units in accordance with guidance established by the Board of Directors; and (7) direct the investment activities of the Treasurer under Article Eight, Section 9. ARTICLE THIRTEEN Dues Section 3 Section 4 Section 5 All members of the corporation shall pay annual and quarterly national dues in amounts and according to procedures as may be determined from time to time by the CGAuxAI Board of Directors. Each Director of CGAuxAI representing an Auxiliary District/Region is responsible for collecting these national dues from members within such District/Region and shall promptly remit them to the Treasurer of the corporation when billed. No Director of CGAuxAI representing an Auxiliary District/Region shall be entitled to vote on any matter brought before the CGAuxA Board of Directors unless all current dues for the District/Region represented by such Director have been paid. The Treasurer shall notify the President and each Director having any unpaid dues fifteen (15) days prior to a Board of Directors meeting. National dues for all members shall be waived during the period of time they are in active overseas military service. Members who are Past Directors of the corporation are exempt from the payment of annual national dues. ARTICLE FOURTEEN Fiscal Policy 13

The fiscal policies of the corporation are determined by the Board of Directors, provided, however, the Board may delegate to the President, the Treasurer or the Comptroller the power to prescribe detailed procedures for the receipt, keeping and disbursement of corporate funds and assets. Such procedures shall be written and annexed hereto as Appendices. Unless disapproved by the Fiscal Committee, such procedures and any amendments thereof shall be effective within thirty (30) days after written copies are distributed to the members of the Fiscal Committee. Notwithstanding such approval by the Fiscal Committee, the Board of Directors shall retain the ultimate authority to amend, cancel or supersede any procedures promulgated under. Section 3 The following officers are authorized to sign checks not to exceed the amounts specified: President $10,000.00 First Vice President $ 5,000.00 Treasurer $10,000.00 Comptroller $ 5,000.00 Executive Director $ 2,500.00 (when authorized by the Board of Directors) The Treasurer is authorized to transfer funds between authorized CGAuxA, Inc. bank accounts and investment management organizations In excess of the above stated $10,000.00 check authorization. In all cases, two (2) signatures are required on checks in excess of $10,000.00. ARTICLE FIFTEEN Accounting Period The corporation's accounts shall be kept on a yearly basis commencing January 1 and ending December 31. ARTICLE SIXTEEN Amendments These by-laws may be amended by a two-thirds (2/3) vote of the Board of 14

Directors at any legally constituted meeting or by mail as provided herein. ARTICLE SEVENTEEN Conduct of Business Unless otherwise provided by the Articles of Incorporation, these by-laws or applicable statutes, all business shall be conducted in accordance with Robert's Rules of Order (Revised). ADOPTED The Board of Directors ratified these By-Laws, as amended, of The Coast Guard Auxiliary Association, Inc., by a mail vote conducted in June 19, 2001, by a two/thirds vote. Viggo Bertelsen, Jr. President ATTEST: Richard L. Lawrence, Secretary 15