By-Laws of Tower Harbour Yacht Club

ARTICLE I

NAME

SEC. 1. The name of this Corporation shall be TOWER HARBOUR YACHT CLUB.

ARTICLE II

REGISTERED OFFICE

SEC. 1. The principal place of business of said Corporation shall be in the City of Douglas, County of Allegan, State of Michigan.

SEC. 2. The name of the resident agent of this Corporation is PAUL J. KELLEY.

SEC. 3. The address of the Corporation's resident agent is 1411 Lake Boulevard, St. Joseph, MI 49085.

ARTICLE III

PURPOSES

The Corporation is formed for the following purposes:

To encourage the sport of boating; to promote the science of seamanship and navigation; and to provide and maintain suitable facilities for the use and recreation of its members; to engage in yachting, boating, and kindred sports for pleasure and exercise and to promote and foster such activities.

ARTICLE IV

MEMBERSHIP

SEC. 1. The membership of the Corporation shall be divided into two classes: Voting members and associate members.

A. Voting member shall be entitled to vote on all matters affecting the corporation at any regular or special meeting. The initial voting members shall be the first Board of Directors of the corporation, and, thereafter, voting members shall be selected by the Board of Directors. All voting members shall fulfill the requirements of associate members as determined by the Board of Directors from time to time.

B. Associate members shall pay annual dues as determined by the Board of Directors from time to time. Associate members shall not be entitled to vote on matters affecting the corporation at any meeting of the voting members of the corporation. Any vote taken at any meeting of the associate members shall be advisory only and shall not be binding upon the Board of Directors or the voting members. Associate members may be suspended or dismissed by action of the Board of Directors.

ARTICLE V

MEETINGS OF MEMBERS

SEC. 1. PLACE. Meetings of the voting members of the corporation shall be held at such a place, either within or without the State of Michigan as may, from time to time, be designated by the Board of Directors and stated in the notice of meeting.

SEC. 2. ANNUAL MEETING. Commencing June 2, 1984, an annual meeting of the voting members of the corporation shall be held in each year on the first Saturday of June of each year thereafter at the offices of TOWER HARBOR MARINA, or such other time as may be designated in the notice of meeting for election of Directors and for the transactions of such other business as may be brought before the meeting.

SEC. 3. SPECIAL MEETINGS. Special meetings of the voting members may be called on the order of the President or by a majority of the Board of Directors.

SEC. 4. NOTICE. Written notice of all meetings of the voting members shall be mailed or delivered to each member at least fifteen (15) days prior to the meeting. Notice of any special meeting shall state in general terms the purposes for which the meeting is to be held. Attendance at any meeting of the voting members, in person or by proxy, shall constitute a waiver of notice of such meeting.

SEC. 5. QUORUM. A majority of the members, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the voting members; but if there be less than a quorum, a majority of the voting members present or represented may adjourn the meeting from time to time.

SEC. 6. VOTING. At all meetings of the voting members, each voting member shall be entitled to one vote, in person or by proxy, and a majority of the votes cast on any question shall control, provided that a quorum is present.

SEC. 7. CHAIRMAN OF MEETING. The president, or in his absence, a Vice President shall preside at all meetings of the voting members, and, in the absence of the President and Vice President, the Board of Directors may appoint any voting member to act as chairman of the meeting.

SEC. 8. SECRETARY OF MEETING. The Secretary of the corporation shall act as Secretary of all meetings of the voting members; and in his absence, the chairman may appoint any person to act as Secretary of the meeting.

SEC. 9. ASSOCIATE MEMBERS MEETING. Meetings of the associate members shall be held in such places and at such times as may be designated by the Board of Directors. The matters to be considered at such meetings shall also be determined by the Board of Directors, and no other business shall be transacted.

ARTICLE VI

BOARD OF DIRECTORS

SEC. 1. MANAGEMENT OF CORPORATION. The property, business and affairs of the corporation shall be managed and controlled by the Board of Directors.

SEC. 2. NUMBER, CLASSIFICATION, AND TERM OF OFFICE. The Board of Directors shall consist of not less than five (5) nor more than fifteen (15), who shall be divided into three classes in respect to term of office, each class to contain as near as may be one-third (1/3) of the whole number of the Board. Of the first Board of Directors, the members of one class shall serve until the annual meeting of the voting members held in the year following their election, the members of the second class shall serve until the annual meeting of the voting members held two years after their election, and members of the third class shall serve until the annual meeting of the voting members held three years following their election; provided, however, that in each case Directors shall continue to serve until their successor shall be elected and shall qualify. At each annual meeting of the voting members following election of the first Board of Directors, one class of Directors shall be elected to serve until the annual meeting of voting members held three years next following and until their successors shall be elected and shall qualify. Each Director shall be a voting member of the corporation.

SEC. 3. VACANCY. Whenever any vacancy shall occur in the Board of Directors, by reason of death, resignation, or increase in the number of Directors or otherwise, it may be filled by a majority of the remaining Directors, though less than a quorum, for the balance of the term except that, in the case of an increase in the number of Directors, such vacancy may be filled only until the next annual meeting of voting members, at which time the vacancy shall be filled by the vote of the voting members.

SEC. 4. ANNUAL MEETINGS. The annual meeting of the Board of Directors, of which no notice shall be necessary, shall be held immediately following the annual meeting of the voting members or immediately following any adjournment thereof for the purpose of the organization of the Board and the election or appointment of Officers for the ensuing year and for the transaction of such other business as may be conveniently and properly be brought before such meeting.

SEC. 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by order of the Chairman of the Board, the President, or by one-third (1/3) of the Directors. The Secretary shall give notice of the time, place, and purpose or purposes of each special meeting by mailing the same at least two days before the meeting or by telephoning or telegraphing the same at least one day before the meeting to each Director. Attendance at any special meeting, in person, shall constitute a waiver of notice of such meeting.

SEC. 6. CONDUCT OF MEETINGS. At meetings of the Board of Directors, the Chairman of the Board, the President, or a designated Vice President shall preside. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting from time to time until a quorum shall be present, hereupon the meeting may be held, as adjourned, without further notice. At any meeting at which every Director shall be present, even though without any notice, any business may be transacted.

SEC. 7. MANIFESTATION OF DISSENT. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporation matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

ARTICLE VII

COMMITTEE

SEC. 1. EXECUTIVE COMMITTEE. The Board of Directors may appoint from its members an Executive Committee of not less than two (2) nor more than five (5) members, one of whom shall be the President, and shall designate one of such members as chairman. The Board may also designate one or more of its members as alternates to serve as a member or members of the Executive Committee in the absence of a regular member or members. The Board of Directors reserves to itself alone the power to recommend to the voting members any action requiring their approval, changes in the membership of any committee at any time, to fill vacancies, and to discharge any committee either with or without cause at any time. Subject to the foregoing limitations, the Executive Committee shall possess and exercise all the other powers of the Board of Directors during the intervals between meetings.

SEC. 2. OTHER COMMITTEES. The Board of Directors may also appoint from its own members such other committees as the Board may determine, which shall in each case consist of not less than two (2) Directors, and which shall have such powers and duties as shall from time to time be prescribed by the Board. The President shall be a member ex-officio of each committee appointed by the Board of Directors.

SEC. 3. RULES OF PROCEDURE. A majority of the members of any committee may fix its rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action and shall be subject to revision, alteration, and approval by the Board of Directors.

ARTICLE VIII

OFFICERS

SEC. 1. ELECTION. The Board of Directors may elect from its own number, a Chairman of the Board and shall elect a President from its own member and such Vice Presidents (who may or may not be Directors) as in the opinion of the Board the business of the corporation requires, a Secretary, and a Treasurer; and it shall elect or appoint from time to time such other or additional officers as in its opinion are desirable for the conduct of the business of the corporation.

SEC. 2. REMOVAL. In its discretion, the Board of Directors, by the vote of a majority of the whole Board, may leave unfilled for any such period as it may fix by resolution any office except that of President, Secretary, and Treasurer. Any officer or agent shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors. Any officer, agent, or employee, other than officers appointed by the Board of Directors, shall hold office at the discretion of the officer appointing them.

SEC. 3. DUTIES OF CHAIRMAN. The Chairman of the Board of Directors if elected, of failing his election, the President shall preside at all meetings of the Board of Directors and shall perform such other duties as may be prescribed from time to time by the Board of Directors or the By-Laws.

SEC. 4. DUTIES OF PRESIDENT. The President shall be the chief executive and administrative officer of the corporation. He shall preside at all meetings of the members and, in the absence ot the Chairman of the Board, at meetings of the Board of Directors. He shall exercise such duties as customarily pertain to the office of President and shall have general and active supervision over the property, business and affairs of the corporation and over its several officers. He may appoint officers, agents, or employees other than those appointed by the Board of Directors. He may sign, execute, and deliver in the name of the corporation powers of attorney, contracts, bonds, and other obligations and shall perform such duties as may be prescribed from time to time by the Board of Directors or by the By-Laws.

SEC. 5. DUTIES OF VICE PRESIDENTS. The Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the President. In the absence or disability of the President, the Vice President designated by the Board or President shall perform the duties and exercise the powers of the President.

SEC. 6. SECRETARY. The Secretary shall keep the minutes of all meetings of the voting members, associate members, and of the Board of Directors, and to the extent ordered by the Board of Directors od the President, the minutes of meetings of all committees. He shall cause notice to be given of meetings of voting members, associate members, Board of Directors, and of any committee appointed by the Board. He shall have custody of the corporate seal and general charge of the records, documents, and papers of the corporation not pertaining to the performance of the duties vested in other officers, which shall at all reasonable times be open to the examination of any Director. He may sign or execute contracts with the President or a Vice President thereunto authorized in the name of the corporation and affix the seal of the corporation thereto. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the By-Laws.

SEC. 7. DUTIES OF TREASURER. The Treasurer shall have general custody of all the funds and securities of the corporation and have general supervision of the collection and disbursement of funds of the corporation. He shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit the same to the credit of the corporation in such bank or banks or depositories as the Board of Directors may designate. He may sign, with the President, or such other person or persons as may be designated for the purpose by the Board of Directors, or alone if so authorized by the Board of Directors, all bills of exchange or promissory notes of the corporation. He shall enter or cause to be entered regularly in the books of the corporation full and accurate account of all monies received and paid by him on account of the corporation; shall at all reasonable times exhibit his books and accounts to any Director of the corporation during business hours, and whenever required by the Board of Directors or the President, shall render a statement of his accounts. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the By-Laws. Upon the request of the Board of Directors, he shall give bond for the faithful performance of his duties in such sum and with such surety as shall be approved by the Board of Directors.

SEC. 8. BANK ACCOUNTS. In addition to such bank accounts as may be authorized in the usual manner by resolution of the Board of Directors, the Treasurer with the approval of the President may authorize such bank accounts to be opened or maintained in the name and on behalf of the corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the corporation which may be signed jointly or singly by either the manual or facsimile signatures of such officer or bonded employee as shall be specified in the written instructions of the Treasurer with the approval of the President of the corporation.

SEC. 9. VACANCY. In the case any office shall become vacant, the Board of Directors shall have power to fill such vacancy. In case of the absence or disability of any officer, the Board of Directors may delegate the power or duties of any officer to another officer or a director for the time being.

SEC. 10. ALTERNATE DESIGNATION OF OFFICERS. The titles of the Officers of the Corporation shall also be designated as follows:

PRESIDENT - COMMODORE
VICE PRESIDENT - VICE COMMODORE
VICE PRESIDENT - SAIL - VICE COMMODORE / SAIL
VICE PRESIDENT - POWER - VICE COMMODORE / POWER

ARTICLE IX

MISCELLANEOUS

SEC. 1. OFFICES. The corporation shall maintain a registered office in the State of Michigan as required by law. The corporation may also have offices in such other places, either within or without the State of Michigan, as the Board of Directors may from time to time designate or as the business of the corporation may require.

SEC. 2. SEAL. The Board of Directors may provide a suitable corporate seal, which seal shall be in the charge of the Secretary, and shall be used by him.

SEC. 3. FISCAL YEAR. The Board of Directors shall have the power to fix, and from time to time change, the fiscal year of the corporation. Unless otherwise fixed by the Board, the calendar year shall be the fiscal year.

SEC. 4. WAIVER OF NOTICE. Any notice required to be given under the provisions of these By-Laws or otherwise, may be waived in writing by the voting member, associate member, Director, committee member, or officer to whom such notice is required to be given.

ARTICLE X

AMENDMENT

SEC. 1. The Board of Directors shall have power to add any provision to or to alter or repeal any provision of these By-Laws by vote of a majority of all the Directors at any regular or special meeting of the Board, provided that a statement of the proposed action shall have been included in the notice or waiver of notice of such meeting of the Board. The voting members may alter or repeal any provision of these By-Laws by the vote of a majority of the voting members at any meeting, provided that a statement of the proposed action shall have been included in the notice or waiver of notice of such meeting of voting members.

ARTICLE XI

No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its shareholders/members, board, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation of services rendered and to make payments and distributions in furtherance of the purposes set forth in ARTICLE II hereof. No substantial part of the activities of the corporation shall be 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. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Upon the dissolution of the corporation, the board shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purpose of the corporation in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the board shall determine. Any such assets not so disposed of shall be disposed of (by the circuit court of the county in which the principal office of the corporation is then located) exclusively for such purpose or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purposes.

ARTICLE XII

AMENDMENT

SEC. 1 CODE OF CONDUCT The Code of Conduct has been developed to assist Tower Harbour Yacht Club members to understand the standards of conduct and behavior that are expected of them.

Members include all members listed in the THYC Membership Directory.

Conduct Members have a duty to promote and support the key principles of the club and to maintain and strengthen the integrity of the Club. This means acting ethically and in a respectful manner both on and off the water, acting in a way which considers all other boaters, observing the rights of other people and treating people with courtesy.

Behavior Members have a duty to avoid behavior that could constitute an act of disorder, misbehavior, law-breaking, discrimination, harassment or any behavior which could bring the club or themselves into disrepute. Above all, members must act in a courteous and respectful manner to each other at all times.

Members Guests and Children Members will be responsible for their guests and children at all times and ensure that their guest/s and or children's conduct is in keeping with the Club's Code of Conduct and the Club's Bylaws.

Disciplinary Actions Any breach of THYC's Code of Conduct or Bylaws will be reviewed by the board approved grievance committee and appropriate disciplinary action will be taken.

ARTICLES OF INCORPORATION

Pursuant to the provisions of Act 162, Public Acts of 1982, the undersigned corporation executes the following Articles:

ARTICLE I.

The name of the corporation is TOWER HARBOUR YACHT CLUB.

ARTICLE II.

The purpose or purposes for which the corporation is organized are as follows:

ARTICLE III.

Said corporation is organized upon a non-stock basis.

If organized on a nonstock basis, the description and value of its real property assets are:
None

and the description and value of its personal property assets are:

None

The Corporation is to be financed from contributions as it may receive from its membership or general public and from initial and thereafter annual membership dues from its members in amounts to be determined.

The Corporation is organized on a directorship basis.

ARTICLE IV.

The address of the registered office is: 1411 Lake Boulevard, St. Joseph, Michigan
The mailing address of the initial registered office is the same.
The name of the resident agent at the register office is: Paul J. Kelley

ARTICLE V.

The name and address of the incorporator is as follows:

Paul J. Kelley 1411 Lake Blvd., St. Joseph, MI

ARTICLE VI

I, the incorporator sign my name this 18th day of May, 1983. Paul J. Kelley

PAUL J. KELLEY, of
Ryan, McQuillan, Vander Ploeg & Fette
811 Ship Street
P.O. Box J
St. Joseph, Michigan 49085
Telephone: 616/983-1091