BY-LAWS OF PACIFIC CUP YACHT CLUB

BY-LAWS OF PACIFIC CUP YACHT CLUB ARTICLE 1. NAME This corporation, hereinafter referred to as "Club," shall be known as PACIFIC CUP YACHT CLUB. This Club shall have all the powers of a nonprofit corporation as set forth in laws of the State of California, and amendments thereto. ARTICLE II PURPOSE The purpose of this corporation is to conduct a yacht race from San Francisco Bay to the Hawaiian Islands for sailboats that emphasizes fun, safety, education, fairness, and participation by a broad spectrum of vessels and diverse levels of skills of skippers and crews. BOARD OF DIRECTORS ARTICLE III. Section 1. The corporate powers of the Club shall be exercised and its business and activities managed by a Board of Directors consisting of thirteen (13) members, a majority of whom must be in control of a yacht which they own in whole or in part. The Board members will include the immediate past Commodore, one will be the Commodore, one will be the Vice Commodore, one will be the Rear Commodore, one will be the Secretary, one will be the Treasurer, one will be the representative of the Host Club, one will be the representative from the Title Sponsor, and five directors elected from the membership at large. Section 2. Each Director shall hold office for two years or for any shorter period for which he/she may have been elected or appointed, and until his/her successor shall qualify and shall have been appointed or elected. Section 3. Any vacancies occurring in the office of a director may be filled by a vote of a majority of the remaining directors at any regular meeting or special meeting called for that purpose at which a quorum is present. Section 4. Fifty-one percent of the active directors shall constitute a quorum for the transaction of business and every act or decision of a majority of the directors present at a meeting at which a quorum is present may be considered as an act of the Board of Directors. Attendance at a Board of Directors meeting may be by means of electronic communication, telephonic and/or video and shall count in the determination of a quorum if the means are available at the meeting site. Section 5. All past Commodores except the immediate past Commodore shall be members ex-officio of the 1

Board of Directors. As ex-officio members they shall have a seat and voice, without a vote, at all directors meetings. OFFICERS ARTICLE IV. Section 1. The officers of the corporation shall be a Commodore, Vice Commodore, Rear Commodore, Secretary, and Treasurer. Section 2. The Commodore, Vice Commodore and Rear Commodore shall be Flag Officers. Section 3. All Flag Officers must have previous PCYC Board of Director or PCYC Committee Chair experience and must be a current members of PCYC DUTIES OF OFFICERS ARTICLE V. Section 1. Commodore: It shall be the duty of the Commodore to preside at all meetings of the Club and of the Board of Directors and with the Secretary to sign the record of the proceedings of the Club and of the Board of Directors, and all written contracts, conveyances and obligations of the Club, to enforce all Bylaws, rules and regulations of the Club; to appoint an Inspector, and such other officers and committees as he/she may deem advisable, all of whom shall hold office at the pleasure of the Commodore; and to perform such other duties as pertain to this office or as the Board of Directors may specify. Any contracts or agreements which identify a Title Sponsor or Host Yacht Club for any period of time or race shall be made only after review by and with the consent of the Board of Directors. Section 2. Vice Commodore: it shall be the duty of the Vice Commodore to assist the Commodore in the discharge of his/her duties; and in his/her absence, to officiate and act in his/her place. Section 3. Rear Commodore: It shall be the duty of the Rear Commodore to assist the two senior Flag Officers in the discharge of their duties, and in their absence, to officiate and act in their stead. Section 4. Secretary: It shall be the duty of the Secretary to keep a true record of the proceedings of the Club and of the Board of Directors, and to authenticate the same by his/her signature; with the acting Commodore to sign and execute all written contracts, conveyances and obligations of the club: to keep a correct roll of all members; to file all documents, records, reports and communications, to maintain the records of Pacific Cup Yacht Club, and generally, to perform such other duties as may be required by the Board of Directors. It shall be the duty of the Secretary to make and maintain a correct list of the name, size, rig and measurement of each boat enrolled in the fleet (generally a copy of the PHRF Certificate or such data form as required for race entry), and deliver it to the Race Committee. Section 5. Treasurer: It shall be the duty of the Treasurer to keep all funds of the Club in a bank account in the name of the Club, and deposit therein all money received by him/her as Treasurer; to keep an account 2

of all expenses of the Club in a book for that purpose; to pay all bills which have been approved by the Board of Directors, out of such funds; and generally, to perform such other duties as may be imposed upon him/her by the Board of Directors. ARTICLE VI. MEMBERSHIP Section 1. Membership shall be of five classes, Regular, Yacht Clubs, Title Sponsor, Life, and Honorary. Each member is entitled to one vote unless otherwise specified. Section 2. Regular members shall be sailors possessing the following qualifications: a) Any sailor may apply for membership in this Club who has participated as a crew member of a yacht which has successfully completed the course in a race sponsored as an event by the- Pacific Cup Yacht Club, between any points on the Pacific Ocean not less than 2,000 miles distance from each other; or; b)any person may apply for membership in this club who has volunteered as a Corinthian member of a committee regularly appointed by the Commodore and successfully served on that committee contributing time and efforts to the successful operation of at least one race. Section 3. Yacht Clubs can join the Pacific Cup Yacht Club if they assist in the preparation and conduct of the races. Any Yacht Club member shall be entitled to a representative who may have a seat and a voice at Board of Director Meetings, but shall not be counted for determination of a quorum, and shall not have a Director vote, except for the Host Yacht Club member who shall have a vote on the Board of Directors. The Yacht Club member is entitled to a vote at general membership meetings as a PCYC member. Section 4. Applications shall be made in writing to the Secretary and be accompanied by the membership fee and the correct dues. Except for those applications from race participants who have automatic eligibility for membership, the application, together with any letters of recommendation, shall be referred to the Membership Committee for investigation and recommendation, after which, election to membership shall follow upon favorable vote of the Board of Directors; provided, that the Board of Directors may elect to membership without a report from the Membership Committee upon a two-thirds (2/3) vote of the Board of Directors. All people and entities eligible should have their application acted upon as soon as possible before the biennial members meeting to encourage active participation by all new members. Section 5. The Board of Directors may elect to Life Membership any regular member who, in the judgment of the board, is unable, by virtue of illness or other incapacity, to pay regular annual dues, and a Life Member shall not be entitled to vote or hold any office. A life Member shall be exempt from the payment of dues. Section 6. The Board of Directors may elect as Honorary Members any individual or entity, who, by virtue of achievement in the world of yachting, has become nationally or internationally known or who has demonstrated unusual interest in long distance ocean racing and in particular any long distance ocean race which is sponsored by this club. Honorary Members shall be entitled to all of the privileges of the Club, but shall not be entitled to vote or hold any office. They shall be exempt from the payment of dues. Section 7. The Board of Directors may select as a Title Sponsor for membership, any person or entity 3

which meets the criteria set by the Board of Directors for this position and which enters into a contract with this club which has been approved by the Board of Directors and the Commodore and executed by the Title Sponsor and the Commodore on behalf of the Club. All contracts in existence at the time of the approval of this provision shall remain in full force and effect until their expiration date but any new contracts for this position shall be reviewed and approved by the Board of Directors prior to execution. Section 8. Membership fees and dues, other than for Title Sponsor and Host Club, the financial obligations of each which are set by separate contracts with PCYC, shall be fixed by the Board of Directors, shall be payable at such time and in such manner as the Board of Directors may specify, and may be changed by it from time to time. Section 9. No Member in arrears for dues or other indebtedness to the Club shall be eligible to hold office or vote at any election or otherwise participate in any meetings. A member shall be considered delinquent or in arrears whose due bills or assessments are unpaid sixty (60) days after they are due. If such indebtedness be not paid within ninety (90) days after the mailing of a notice of arrears, privileges as a member shall cease, then the Board of Directors may declare such membership to have terminated, whereupon he/she shall cease to be a member of this Club; provided, that any member so dropped from membership may be reinstated, in the discretion of the Board of Directors, upon the payment of all indebtedness outstanding at the date of membership being terminated, together with dues in-full to the date of reinstatement. Section 10. All notices to members are preferred to be made by electronic means, by publicity on the website and by e-mail. Paper notification shall be given to those members requesting it. ENROLLMENT OF YACHTS ARTICLE VII. Section 1. The Secretary shall make and keep a correct list of the names of all yachts enrolled in the Club Fleet. Section 2. Any yacht shall be eligible for enrollment in the Club Fleet which has participated in a race between any points on the Pacific Ocean not less than two thousand miles distance from each other and which is sponsored as a Corinthian event by or held by the Pacific Cup Yacht Club, and whose owner is a member in good standing of the Pacific Cup Yacht Club. Section 3. Any yacht for which an application to race has been submitted, together with the required documentation and fees, and which has passed the inspection for the race shall be enrolled in the Club Fleet. ARTICLE VIII. FINES, SUSPENSIONS, PUNISHMENTS, ETC. Section 1. Any member found guilty of breaking the rules and regulations of the Club, or of conduct 4

unbecoming to a lady/gentleman, may, after a hearing, (of which member must have at least two (2) weeks notice and in which he/she may be heard in his/her own defense), be fined or deprived of any or all privileges of the Club, or may be expelled, by a vote the Board of Directors. Section 2. No resolution adopted by the Board of Directors affecting the relation of a member toward the Club (except a resolution dropping a member for nonpayment of dues or a resolution accepting a resignation of a member or a resolution reinstating a member) shall be reviewed or rescinded at a subsequent meeting unless each member of the Board be notified in writing by the Secretary at least two weeks before the meeting, that such previous action will be brought up for review or reconsideration. Section 3. The Board of Directors, in its discretion, may remit any fine assessed against a member. ELECTION OF DIRECTORS AND OFFICERS ARTICLE IX. Section 1. The thirteen directors shall take office following the election by the vote eligible members. The determination of membership on this Board shall be determined in the following manner: A Nominating Committee shall be appointed by the Commodore to determine nominees for officers and directors of the Club for the upcoming term. This Committee shall consist of not less than five members with the Commodore as the Chair, one or more of which shall be Staff Commodores and at least one member shall be from an area outside of the San Francisco Bay counties, one from the San Francisco Bay Area, and one from Hawaii. The report of this committee, which shall contain individual nominations for Commodore, Vice Commodore, Rear Commodore, Treasurer, and Secretary, together with a minimum of five additional candidates for Board of Directors, shall be presented for approval and/or modification at a regular or special meeting of directors preceding the biennial members meeting. The Title Sponsor and Host Yacht Club shall each have the right to have one designated representative on the Board of Directors. If either the Title Sponsor or Host Club fails to designate a Director that seat shall remain vacant until such time as the Title Sponsor or Host Club designates a Director. Section 2. After approval by the Board of Directors, the suggested nominations of the Nominating Committee shall then be published to the members. Any member entitled to vote may make further nominations by submitting that nomination to the Secretary. If such nomination receives a second from any other member entitled to vote, that nomination shall be added to the ballot. When the nominations have closed, at a date set and published by the Commodore as directed by the Board of Directors, or if none has been set one week prior to the general membership meeting in which the elections are to be held, the membership shall be advised electronically of the identity of the nominees individually, or by oral notice at the meeting where the elections are being held for those members who have not submitted an address for electronic notification, and by a posting on the PCYC website if it is operating and available in time for the election. Section 3. At the next meeting which shall be held no less than four weeks after approval of the report of the nominating committee, the persons so nominated for director shall be voted upon together as a group with each vote eligible PCYC member voting for five of this group and the five candidates receiving the 5

highest number of votes shall be elected to the Director at Large positions. Each of the elected Officer positions shall then be voted upon individually. The candidate receiving the highest number of votes for each respective office shall be elected to that office. Each member is entitled to vote and said votes may be made in person or submitted by written proxy or by e-mail proxy by members not in attendance. Said Proxy Votes must have been received by the secretary prior to the vote at the meeting. Individuals submitting Proxy votes shall be counted as present at the election meeting for purposes of establishing a quorum for the election only. MEETINGS ARTICLE X Section 1. There shall be a regular meeting of members of the Club Biennially in the year of the race sometime following the race, at such date, hour and place as may be fixed by the Board of Directors. Notice thereof shall be e-mailed by the Secretary to each member, or mailed by US Mail to those members electing to receive paper notice, at least thirty days in advance of the meeting: such notice to specify that date, time and place of meeting. This meeting is for the specific purposes of electing officers and directors, from the nominations made, to hold office for the following two years, for the report of the race to the membership, and for such other business as may be brought before the membership. There shall be a regular meeting scheduled in the odd numbered years at such date hour and place as may be fixed by the Board of Directors. Notice thereof, together with a proposed agenda, shall be published on the website of the Pacific Cup Yacht Club and e-mailed by the Secretary to each member at least thirty days in advance of the meeting and paper mailed to any member requesting notification by paper mail; such notice to specify that date, time and place of meeting. At this meeting the Commodore shall report to the membership the state of the club and such other business of PCYC as needed shall be conducted and the Race Notice shall be issued together with applications for the next race if it has not been previously issued. Section 2. Minimum regular meetings of the Board of Directors shall be held semi-annually in November and May of the first annual period next following each Pacific Cup Race, and bi-monthly, beginning in the month of July, during the annual period immediately preceding the next scheduled Pacific Cup Race. Said regular meetings shall be held at such place on the day of each such month and at such hour and place as may be set by the Commodore and as notice thereof, to be e-mailed by the Secretary at least fifteen (15) days in advance, shall specify and paper mailed to those directors requesting paper mail or as set at the close of the prior meeting with notice contained in the minutes published to the directors. Members of the Board of Directors may attend the meetings by telephone and Board of Directors members on the telephone are counted as part of the quorum and shall participate in the discussions and vote. Said regular meetings are open to members but the Commodore may declare a closed session to be attended only by directors for the discussion of particular issues which in the discretion of the commodore require some private discussion. Section 3. Special meetings of the members shall be held and shall be called by the Secretary on the order of the Commodore or a majority of the Directors or members, upon 30 days notice thereof to each member, 6

giving the time and place of the meeting, as specified in Article VI Section 10. If sent by mail, it shall be addressed to the member at his last address as shown by the Club's records. The notice shall specify the objects of the special meetings, and no matters other than those specified shall be considered. Section 4. Special meetings of the Board of Directors shall be held at such place as shall be determined by the Commodore and shall be called by the Secretary on the order of the Commodore or on the order of three Directors, upon notice thereof, by e-mail or in writing to those so requesting, to each Director, giving the time and place of the meeting, and mailed or delivered in person at least forty-eight hours in advance. Notice of and consent to the holding of such meeting may be waived by any director, either before or after the meeting. Notice of all regular and special meetings of the Board of Directors shall be given to exofficio members of the Board of Directors. Said special meetings are open to members but the Commodore may declare a closed session to be attended only by directors for the discussion of particular issues which in the discretion of the commodore require some private discussion. No notice of these meetings need be given to any person or entity except as provided herein. Section 5. At any meeting of members, each vote eligible member in good standing shall be entitled to one vote on each question submitted. All elected Directors shall be chosen by ballot by the regular members present in person. Voting by proxy shall be permitted at the Biennial election of Officers and Directors as provided and shall be allowed on other questions only when published on the agenda with thirty days notice to members on the vote of the Board of Directors permitting a Proxy Vote on a particular question. Section 6. Fifteen percent (15%) of the regular members of the Club in good standing, and in no event less than twenty (20) members, shall be present in person in order to constitute a quorum at any meeting thereof. Proxy votes shall constitute attendance for a quorum count only for the issues which are the subject of the Proxy Vote. Section 7. A member shall be deemed to be in good standing who is not in arrears as to any dues, charges or assessments, or whose privileges have not been suspended. COMMITTEES ARTICLE XI Section 1. The Commodore shall appoint the following Committees with duties herein set forth: (a) Race Committee: The Race Committee shall have the following duties: i) To arrange for, manage and Judge all races held by or under the direction or sanction of the Club: ii) To enforce racing rules and handicaps according to the policies and rules adopted by the Board of Directors, and decide all questions arising under the same; iii) To disqualify or otherwise sanction, according to the rules and policies of the Pacific Cup Yacht Club, a contestant that shall have violated any rule of the Club or race. iv) To record the results of all races held by the Club; also all protests filed, together with their decisions on the same, and; to convey this information to the Secretary. (b) Membership Committee: The Membership Committee shall consists of three regular members of the 7

Club appointed by the Commodore. It shall inquire into the desirability and character and qualifications of applicants, other than those persons who are automatically eligible for membership by reason of participation in the PCYC sponsored race, and report its findings to the Board of Directors. (c) Inspection Committee: It shall be the duty of the Inspection Committee to inspect each participating boat for compliance with the Rules for Participating Boats as adopted by the Race Committee and the Board of Directors. (d) Nominating Committee: As set forth in Article IX above. Section 2. The Commodore and the Board of Directors each may appoint such other committees as it deems advisable for the conduct of the Club's affairs AMENDMENTS ARTICLE XII Section 1. These Bylaws may be repealed or amended or new Bylaws may be adopted, in the manner provided by the Corporations Code of the State of California. ARTICLE XIII SEAL The Seal of this Club shall be circular in form having in its circumference the words: PACIFIC CUP YACHT CLUB INCORPORATED 1987 CLUB FLAG ARTICLE XIV. The distinguished signal of the Club is two white porpoises in a sea of blue and red above. PENNANTS ARTICLE XV. Section 1. The Commodore's flag shall have three white stars. Section 2. The Vice Commodore's flag shall have two white stars, Section 3. The Rear Commodore's flag shall have one white star. ASSETS AND PROPERTY RIGHTS ARTICLE XVI. No member of this Club shall have any right, title or interest whatsoever in or to any of the property or assets which the Club may have or hereafter acquire; excepting, however, that in the event of and upon the 8

dissolution of winding up of the Club, the directors or persons in charge of the liquidation shall divide the assets, if any, remaining after payment or other discharge of all of the Club's debts and obligations, and distribute the same equal among charities selected by those who are Regular members of the Club in good standing as of the date of dissolution winding up of the Club. KNOW ALL MEN BY THESE PRESENT: That we, the undersigned, being all of the Directors of PACIFIC CUP YACHT CLUB, a corporation, organized and existing under and by virtue of the laws of the State of California, do hereby assent to the foregoing Bylaws of said corporation, as amended, consisting of Sixteen (16) Articles, and, on March 25, 2008, did adopt the same as the Bylaws of the said corporation. IN WITNESS WHEREOF, we set our names April 7, 2008. CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify: 1) That I am the duly elected and acting Secretary of the Pacific Cup Yacht Club a corporation; and 2) That the foregoing Bylaws comprising Sixteen (16) Articles constitute the amended By-laws of said corporation as duly adopted at the of the Board of Directors thereof duly held on March 25, 2008. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation: April 7, 2008 Secretary *************************************** 9