AYC Bylaws

ASPEN YACHT CLUB 5/20/06

CONSTITUTION AND BY-LAWS

ARTICLE I : NAME

The name of this organization is ASPEN YACHT CLUB, hereinafter referred to as AYC.

ARTICLE II: EMBLEM

The emblem is a white burgee with a dark green aspen leaf and the whole surrounded by dark green border.

ARTICLE III: PURPOSE

1. To promote the development of sailing

2. To promote and regulate class sailboat racing under uniform rules and in the spirit of good sportsmanship.

ARTICLE IV: JURISDICTION

1. The AYC shall have jurisdiction over all activities taking place at any premises owned or leased by the AYC, in full cooperation with the lessor if any, and its by-laws and other rules shall be binding upon all members and their guests.

2. All yachts must conform to their own class rules when in competition.

ARTICLE V: MEMBERSHIP - AMENDED 1/17/06, 5/20/06

1. Membership in the AYC shall consist of: Active and Honorary.

A. An active member must be either an owner or part-owner of a sailing boat or the bona fide lessee of a sailing boat holding title thereto under a written lease. He or she must participate in at least one designated workday during the season of membership. He or she is privileged to hold office and to vote. This membership shall be retained until the end of the calendar year.

B. An Honorary member may be elected on the recommendation of the Board of Directors by a majority vote described in ARTICLE VII,3. Honorary members shall not be required to pay dues 2. All prospective members shall submit a membership application to the Board of Directors. Such prospective members shall then be voted on by the Board of Directors. The Board may refuse membership to an applicant.

3. Memberships may be either individual or family. A family membership shall consist of parents(s) and children under 21 only.

ARTICLE VI: DUES & FEES

1. The dues and fees may be amended by a recommendation of the Board of Directors. The Board must notify in writing each active member of the pending change and of the general or special meeting at which the change will be voted upon. The change will be effected by 2/3 of the total votes cast at that meeting.

2. Dues and fees shall be billed by the AYC to members of the preceding year and must be paid in full prior to April 1^st. Failure to renew membership by April 1^st shall require submittal of a new application and appropriate fees to paid for new membership. Whereby the past member may be reinstated upon acceptance and approval of application by the Board.

3. Only members and a reasonable number of invited guests may use the facilities of the AYC. A member must be present with the invited guest(s). No business, service or any group parties will be allowed.

4. Bona Fide members of reciprocating yacht clubs will be permitted complementary membership privileges for a period not to exceed 3 days in any one season.

ARTICLE VII: MEETINGS

1. The AYC shall hold its annual meeting in the fall for the purpose of electing officers for the ensuing year and hearing such other important business as may come up before the Board. Such meeting to be held at a time and place deemed by the board to be most convenient for the majority of the membership.

2. Board meeting will be held each month during the active sailing season (June-September) and other months when deemed necessary by the Board. Such meetings shall be announced by the Board of Directors and all club members are welcome to attend.

3. Notice of the annual meeting and special meetings of the AYC shall be in writing and shall be sent to all members currently in good standing.

ARTICLE VIII: OFFICERS AND DUTIES

1. The general membership shall elect officers to serve for a term of one year at the Annual Meeting. In order to preserve continuity on the Board, other officers shall succeed each other as follows annually: Rear-Commodore becomes Vice-Commodore: Vice-Commodore becomes Commodore: Commodore retires but serves on the Board for one year ex-officio. A position of " Member at Large" shall be elected as an officer of the Board of Directors for a term of one year.

ARTICLE IX: JOB DESCRIPTIONS

A. COMMODORE

Manage Yacht Club Activities

Appoint RACE COMMITTEE CHAIRPERSON

Preside at meeting

Administrate news letter

Assist other officers in their duties

B. VICE-COMMODORE

Act as treasurer of AYC

Attend all AYC meetings

Collect and record annual club dues

Preside in the absence of the Commodore

C. REAR-COMMODORE

Act as secretary of AYC

Attend all AYC meetings

Assign dock slips (Dock Master)

D. MEMBER AT LARGE

Attend all AYC meeting and Board meeting

ARTICLE X: THE BOARD OF DIRECTORS AND DUTIES

1. Nominations and elections shall take place at the Annual Fall meeting. Candidates elected shall take office immediately and serve through the following annual meeting.

2. Only Active and Honorary Members, shall be allowed to vote.

3. Votes must be cast in person at the annual meeting.

4. Upon the resignation of a board member, the remaining board members shall appoint a temporary replacement until the election.

ARTICLE XII: AMENDMENTS

1. Amendments to the by-laws, rules, etc., may be made at any meeting of the AYC upon 2/3 majority votes cast by the Board. Written notice of the proposed change or amendment must be given to all members at the time of notice of said meeting.

2. The Board of Directors shall have the authority to amend or repeal these bylaws and to adopt new by-laws, except that the Board shall not be authorized to change the Authorized membership of the Board.

3. All changes in the by-laws adopted by the Board of Directors may be repealed or amended by the general membership at the annual meeting or at a special meeting called for that purpose and attended by 20% of the current members, exclusive of the Board of Directors, by a vote representing a 2/3 majority of the votes cast.

ARTICLE XIII: RULES

A. RACING RULES

1. Racing rules will follow the USSAIL rules.

2. Skippers and the crew members will be required to wear U.S. Coast Guard approved personal floatation device (PFD) while participating in any AYC race or boating event.

3. All members will be responsible for observing and enforcing these rules which may be appended hereto

B. MARINA RULES

1. SEE ATTACHED "EXHIBIT A"

AMENDMENT 1. ARTICLE V 1/17/06

A. Active Memberships are limited to 85.

B. A new classification of membership is created called "Non Boat Owning Member". Non Boat Owning Memberships are limited to 15. Non Boat Owning Members pay all fees that any new member would pay. If a Non Boat Owning Member were to buy a boat they would move up to the Active Membership classification. Non Boat Owning Members are given a maximum of two years in which to purchase a sailboat and move up to an Active Membership.

C. The 10 Memberships formerly called "family memberships" in the Access Easement Agreement will be known as 10 Trophy Ranch Membership. Access and Honorary Memberships are in addition to Active and Non Boat Owning Memberships.

D. Membership policies are to be reviewed every two years.

AMENDMENT 2. ARTICLE V 5/20/06

Termination of Membership

Any member accused in writing of breaking the Rules, Bylaws, non payment of dues and fees, or of misconduct damaging to the good name of the Club or best interest of the Club, shall be notified of such charges and details by the Commodore. What constitutes misconduct shall be determined by the Board of Directors without appeal. If charges are made against a Member of the Board of Directors, such accused shall have no right to be present during the consideration of charges, nor to vote thereon. The member will be given an opportunity to be heard, produce witnesses and evidence in his or her own behalf at a special meeting of the general membership. Upon such hearing or upon failure of the member to appear, the general membership present will vote to terminate, suspend or take no action of said member. The special meeting of the general membership must be attended by 20% of the current members, exclusive of the Board of Directors. A vote representing a 2/3 majority of the votes cast is required to take action. Upon mailing of a "notice of termination", the former member must remove all their belongings from the club premises within 15 days. After 15 days, the Club has the right to reasonably dispose of any of the former member's property not removed from the club premises. If a member is terminated for cause as determined by the General Membership, that membership will receive a refund of paid dues equal to 1/12 of the dues paid times the remaining full months in the calendar year. No refund will be made of mooring or dock fees. Any money due to the club for expenses or costs incurred by the member before termination will be first deducted from the fees to be refunded.