ARTICLE I. NAME
The name of the corporation is Lake Geneva Yacht Club, Incorporated, hereinafter referred to as the Club. It shall be a non-stock, non-profit corporation.

ARTICLE II. MISSION AND PURPOSE
Operate one of the Country's premier Sailing Centers offering services and providing facilities to mentor sailors and promote competitive sailing, and for the enjoyment of it members and families.

ARTICLE III. BURGEE

The distinguishing flag of the Club shall be a triangular burgee, with three vertical stripes of equal width, colored alternately black, red and black.

ARTICLE IV. MEMBERSHIP

Section 1. Qualifications.
Any person of sound moral character having express interest in the purpose of the Club is qualified to apply for membership.

Section 2. Application.
Applications shall be made in writing. Applicants must be proposed and sponsored by two persons who are Regular, Senior, Honorary or Associate members of the Club. Applications for membership shall be submitted to the membership Committee as stated in Article VIII, Section 5. Election to membership requires the recommendation of the Membership Committee, and approval by the Board of Directors, and will be subject to any maximum membership limit or other criteria that may be adopted by the Board of Directors.

Section 3. Classes.
Members shall be categorized in one of eight classes of membership: Regular, Senior, Associate, Junior, Honorary, Non-resident, Social or Crew.

Section 4. Membership Class Definitions
a. Regular Member. A member of any age who enjoys all the privileges of the Club.
b. Senior Member. Any person who has been a Regular Member for twenty-five consecutive years, who also is sixty-five years of age or will attain that age of during the calendar year.
c. Associate Member. Any member who has or will attain the age of twenty-one prior to May 2nd in the calendar year, and is not older than twenty-six.
d. Extended Associate Member. Any member who has or will attain the age of twenty-seven prior to May 2nd in the calendar year, and who is not older than thirty-two.
e. Junior Member. Any member who has not or will not attain the age of twenty-one prior to May 2nd in the calendar year.
f. Honorary Member. An Honorary Service Member may be any person on whose behalf a petition has been signed by three Regular or Senior Members and submitted, together with a résumé of that person's history and service within the Club, to the Board for consideration and approval. Honorary Life Membership shall be bestowed automatically
upon the surviving spouse of a deceased member who was a Flag Officer or Senior Member.
g. Non-Resident Member. Any member who does not maintain a residence within a 150-mile radius of the Club.
h. Crew Member. Any qualified person who is granted a temporary Crew membership in order to compete in a US Sailing or other event in which membership of a club is a requirement, or other approved purpose.
The Board shall determine the duration of such membership.
i. Military Service Member. Any member in good standing will be entitled to a Military Service membership when
unable to utilize the facilities of the club due to commencing active duty in the military forces of the United States of America. As such he will be exempt from payment of any dues and assessments while on active duty
and during the remainder of the calendar year in which he completes such duty.
j. Social Member. A member who is interested in participating in the social aspects of the Club, but has not yet developed an interest in participating in competitive sailing. This category is limited to 10% of Club membership.

Section 5. Change of Classification.
Requests for transfer between classes shall be made to the Membership Committee and be subject to approval by the Board of Directors. Social members may request transfer to Regular membership by submitting an application per Section 2.

Section 6. Members Family.
Membership of the Club, together with appropriate privileges, shall be extended to the spouse and to the unmarried children who are less than twenty-six years of age in the calendar year, of a Regular, Senior, Associate, Junior, Honorary or Non-Resident Member.

Should a member become divorced or legally separated, the membership of the former spouse shall continue for the remainder of the calendar year. Such former spouse may apply for membership the following year, and upon acceptance any initiation fee shall be waived. Unmarried children of such parents, who are less than twenty-six years of age, shall continue to enjoy membership privileges so long as one or both of their parents remains a member.

Section 7. Membership Privileges. Membership privileges shall apply as follows:
a. A Non-Resident Member may, in addition to the above, serve as helms-person in a maximum of three races per annum in any Club series, or as owner in any race. Such member may participate in any other yachting or social event sponsored by the Club, and be eligible to receive awards. A Non-Resident Member shall have full use of the Clubhouse and Club facilities as prescribed by Club rules, for a maximum of three consecutive weekends plus intervening days during a calendar year. Such member may keep a boat or boats on the Club premises for a fee determined by the Board. Such member may represent the Club in ILYA events or any other for which Club membership may be a requisite.
b. Regular, Senior, Associate, Junior and Honorary Members may enjoy all the foregoing privileges, without restriction.
c. Regular, Senior, Associate and Honorary Life Members may propose or sponsor candidates for membership.
d. Regular, Senior and Honorary Life Members, together with their family members, may hold elected office and vote at membership meetings, subject to the limitation of one vote per family.
e. A Social Member shall receive newsletters and notices, and may have the full use of the Clubhouse and Club launch facilities. Such member may keep a boat on the premises for a fee determined by the Board.

Section 8. Resignation. Any member in good standing may resign their membership by giving written notice to the Secretary who shall report receipt of same to the Board of Directors. In the case of resignations by members with dues or other charges outstanding, such resignations shall be accepted, subject to such conditions as are placed by the Board upon the collection of unpaid dues or other charges.

Section 9. Suspension.
The Board of Directors may suspend any or all rights and privileges of membership, or expel any member or members' family for:
(a) Violation of any Club rule, regulation or Bylaw.
(b) Unsportsmanlike conduct or misconduct which may injure the Club in any way, either materially or in reputation, or which is contrary to or destructive of the purpose of its organization.

Written notice of a meeting of the Board at which such action may be taken, shall be mailed to such person at
least ten days before the meeting. Such person shall be given opportunity to defend himself or herself at the meeting. A resolution for suspension or expulsion shall require a favorable vote of two-thirds of the entire membership of the Board of Directors.

ARTICLE V. OFFICERS
As prescribed in Section 6 of this Article, Club members shall elect five of their number to serve as Officers. All shall be members of the Board of Directors. The offices are that of Commodore, Vice Commodore, Rear Commodore, Secretary and Treasurer.

Section 1. Commodore.
The Commodore is the senior officer in the Club who shall be in overall charge of the general operations of the Club, preside at all meetings and make such appointments as are provided for in these Bylaws. The Commodore
is an ex-officio member of all committees named in the Bylaws, and may appoint ad hoc committees as needed.

As a member of the Board of Directors, the Commodore shall preside at all Board meetings and call special Board meetings when deemed necessary or when requested by three Directors, in writing.

The Commodore shall be the Club Delegate at meetings of the Inland Lake Yachting Association and any other organization of which the Club may be a member.

Section 2. Vice Commodore.
The Vice Commodore shall assist the Commodore in the discharge of the Commodore's duties, and represent the Commodore during any absence of the latter. Should the office of the Commodore become vacant, the Vice Commodore shall act as Commodore until a successor is elected and takes office.

The Vice Commodore shall be responsible for the arrangement and conduct of all "on-the-water" Club activities,
and for the operation and maintenance of water craft owned by the Club, and also shall serve as Alternate Delegate to meetings of organizations in which the Club has membership.

As required, the Vice Commodore shall prepare and present an operating budget for consideration by the Executive Committee, and make reports at Board and Membership meetings.

Section 3. Rear Commodore.
In addition to assisting the Commodore and Vice Commodore in the execution of their duties, the Rear Commodore shall represent either one or both, in their absence.

The Rear Commodore shall be responsible for the operation and maintenance of the Club's buildings, grounds and "on-shore" equipment and facilities.

As required, the Rear Commodore shall prepare and present an operating budget for consideration by the Executive Committee, and make reports at Board and Membership meetings.

Section 4. Secretary.
The Secretary shall keep and maintain a true record of the proceedings of Executive Committee, Board of Directors and Membership meetings. The Secretary shall have custody of and preserve all documents, deeds, mortgages and communications connected with the business of the Club, attend to it's correspondence, and maintain the membership roll, official race results, inventory and records of the Club's perpetual trophies.

The Secretary shall be responsible for all Club communications, public relations and publications and shall perform such other duties as are usually incumbent upon such office and may be delegated by the Commodore or Board of Directors.

Section 5. Treasurer.
The Treasurer shall have custody of the funds of the Club, pay all bills properly contracted by the Club, and render a full financial report at the Annual Membership Meeting, or when required by the Board of Directors.

The Treasurer shall prepare dues notices, fee assessments and other charges due the Club, and shall prepare the annual Budget in accordance with the Commodore's wishes and submit other financial reports as may reasonably be required.

The Treasurer shall be responsible for the financial and computer operations of the Club and shall perform such other duties as are usually incumbent upon such office and may be delegated by the Commodore or Board of Directors.

Section 6. Election of Officers and Terms of Duty.
At the Annual Meeting of the Club Membership, officers shall be elected to serve a one-year term, and shall assume their elected office on the day following the annual Trophy Presentation. In the event of a vacancy in the offices of Commodore or Vice Commodore, the duties of each shall be assumed as described in Article V, Sections 1 and 2. In the event of a vacancy in the office of Rear Commodore, Secretary or Treasurer, such vacancy shall be filled by the Directors for the unexpired term.

ARTICLE VI. BOARD OF DIRECTORS
Section 1. Membership.
The Board of Directors shall comprise fifteen members. Six of these shall be the elected officers and the immediate Past Commodore, all of whom shall be ex officio members. The other nine directors shall be members elected by the membership.

A minimum of nine of the Directors shall be active participants in the Club sailing program, either as helms-person, crew, judge or member of the Race Committee.

Section 2. Election of Directors and Terms of Duty.
Members of the Board of Directors, other than officers, shall be elected to serve a three-year term at the Annual Meeting of the Club members. Terms shall be staggered so that three Directors are elected each year. At the conclusion of each term, no director may be re-elected or re-appointed within a period of one year.

Directors shall participate actively in Club affairs and attend Board and Membership meetings. Failure by a director to attend two consecutive meetings without prior notification of good cause to the Executive Secretary will authorize the Executive Committee to consider recommending that such Director submit their resignation from the Board of Directors. Not less than fourteen days before a meeting called for this purpose, notice will be given to the director concerned who may attend and give evidence.

Upon receiving a recommendation supported by four or more members of the Executive Committee, the Board of Directors may, by affirmative vote of eight members, remove a director from office.

When a vacancy exists on the Board amongst members who are not officers, such vacancy may be filled or left vacant at the discretion of the Commodore, but shall be filled at the next Annual Meeting of the Club Membership for the term of the vacant directorship.

ARTICLE VII. NOMINATION OF OFFICERS AND DIRECTORS
The Nominating Committee shall nominate a member of the Club for each office and directorship, to be filled at the Annual Meeting of the Club Membership. Nominations shall be posted in the Clubhouse on or before August 15th each year, certified by the Secretary that those nominations were made in accordance with these Bylaws.

Any ten members of the Club having voting privileges may together nominate other candidates for any office or directorship to be filled. Such nominations shall be in writing, signed by the members concerned, and posted in the Clubhouse at least six days prior to the Annual Meeting, certified by the Secretary that those nominations
were made in accordance with these Bylaws.

ARTICLE VIII. COMMITTEES AND SPECIAL APPOINTMENTS
Section 1. Executive Committee.
The Executive Committee shall comprise the five elected officers and immediate Past Commodore. Under the Chairmanship of the Commodore, this Committee shall conduct the operations of the Club, meeting as needs arise at the call of the Commodore. Executive Committee duties shall include - but not be limited to - budget review; publication of the Club Yearbook and Membership Directory; liaison with the Geneva Lake Sailing School and Inland Lake Yachting Association; scheduling of all regattas held at the Club.

By unanimous vote of all members, the Committee may act for the Board of Directors in all matters; such actions being reported to the Board at its next regular meeting.

Section 2. Race Committee.
Under the Chairmanship of the Vice Commodore, the Race Committee shall comprise a Chief Race Officer appointed by the Commodore on the recommendation of the Vice Commodore, and such persons who are qualified to conduct Club races as may be appointed by the Chief Race Officer. The Committee shall be responsible for the conduct of all Club races, including the scheduling of race management personnel.

The Club, with guidance from the Race Committee, shall furnish materials required by this Committee to fulfill its responsibilities. The Committee shall undertake the training of all race management personnel.

The Race Committee shall prepare an annual budget for consideration by the Board of Directors, and a report on Committee activities for presentation by the Vice Commodore at the Annual Meeting of the Membership.

Section 3. Judges Committee.
Under the Chairmanship of the Vice Commodore, the Judges Committee shall comprise a Chief Judge appointed by the Commodore on the recommendation of the Vice Commodore, and such persons who are qualified to serve as judges as may be appointed by the Chief Judge. The Committee shall be responsible for all aspects of judging Club races, including appointments to the protest committees and scheduling
of hearings as may be required.

The Club, with guidance from the Committee, shall furnish materials as may be required by the Committee to fulfill its responsibilities. The Committee shall undertake the training of personnel to serve as judges.

The Committee shall prepare an annual budget for consideration by the Board of Directors, and a report on Committee activities for presentation by the Vice Commodore at the Annual Meeting of the Membership.

Section 4. House, Grounds and Waterfront Committee.
Under the Chairmanship of the Rear Commodore the Committee shall comprise a number of members appointed
by the Commodore on the recommendation of the Rear Commodore. This Committee shall be responsible for the operation and upkeep of all land-based Club buildings, facilities and grounds. It shall establish rules concerning the use of the Club property by members, which shall be subject to approval by the Board of Directors.

The Club, with guidance from the Committee, shall furnish materials as may be required by the Committee to fulfill its responsibilities.

The Committee shall prepare an annual budget for consideration by the Board of Directors, and a report on Committee activities for presentation by the Rear Commodore at the Annual Meeting of the Membership.

Section 5. Membership Committee.
Under the Chairmanship of a member appointed by the Commodore, the Membership Committee shall comprise a number of members appointed by the Commodore on the recommendation of the Chairperson.

The Membership Committee will review all applications for membership of the Club and transfer between membership classes, and forward its recommendations to the Board of Directors for action.

Section 6. Nominating Committee.
By August 1st of each year, the Commodore shall appoint and post the names of a Nominating Committee comprising a Chairperson and two additional members, none of whom shall be Officers or Directors. Two members including the Chairperson shall be current participants in Club sailing activity, as described in Article VI, Section 1.

The Committee shall nominate a member of the Club for each office and directorship to be filled at the Annual Membership Meeting. Nominations shall be certified and passed to the Club Secretary on or before August 15th.

Section 7. Other Committees and Appointments.
The Commodore may appoint members to serve on any other Committees felt necessary for the good order and management of the Club and in pursuit of the purpose and mission of the Club.

Such Committees might serve in the areas of Budget and Finance, Regatta Management, Junior Activity, Social Activity, Trophy Procurement, Clothing and Gifts for Resale, etc. In addition, the Commodore may appoint individual members to serve specific functions such as that of Scorer, Measurer, Newsletter Editor, Yearbook Editor, etc. For each Committee and each appointment, the Commodore shall prepare a written description of the task to be accomplished and, where necessary, the authority granted the Committee or Appointee.

ARTICLE IX. FLEETS, YACHTS AND COMPETITION

Section 1. Eligibility.
Helms-persons and owners of yachts entered to compete in Club races shall be members in good standing. A yacht not complying with this regulation may be disqualified, subject to a hearing, in any and all such races sailed when such person was not a member in good standing, and be barred from further competition until in compliance.

Section 2. Registration.
Each yacht owned or controlled wholly, or in part, by a member or members of the Club may be enrolled in a fleet of the Club upon the owner(s) registering with the Secretary. Except with prior approval of the Chairman of the Race Committee, no unregistered yacht is entitled to race in Club competition or represent the Club in other events.

Section 3. Sailing Rules.
Club races shall be governed by the ISAF Racing Rules of Sailing, the prescriptions of US Sailing, Class Rules and the Club Sailing Instructions.

Section 4. Trophies, Prizes and Awards.
These shall be awarded members in recognition of competitive sailing performance and service to the Club. Donations of perpetual trophies to the Club shall be approved by the Board of Directors.

ARTICLE X. FLEET REPRESENTATIVES, CAPTAIN AND COUNCILS
Section 1. Fleet Representatives.
No later than Labor Day of each year, each one-design Fleet, together with any PHRF Fleet that may be active and the Power Fleet comprising all members with power boats, will advise the Commodore the name of one of it's members who is to be Fleet Representative. Such representative shall serve for one year from the beginning of October or such other annual term as the class may determine. Lacking such advice, the Commodore may appoint a Fleet representative. Each representative shall be a member of the Fleet Council.

Section 2. Fleet Captain.
The Commodore shall appoint a member to be Fleet Captain. The Fleet Captain will serve as Chairperson of the Fleet Council. The Fleet Captain shall represent the Fleet Council at Board Meetings present a report on fleet activities and other relevant matters to the Annual Membership Meeting.

Section 3. Fleet Council.
The Fleet Council shall meet as required, to discuss matters of mutual interest and make recommendations for Board consideration and act on Board requirements. The Council shall propose to the Board, prior to December 31st of each year, the racing schedule for the following year and such regattas as class members have requested.

ARTICLE XI. MEETINGS
Section 1. Regular Membership Meetings.
Members of the Club shall be invited to attend two regular meetings of the membership each year, one in May and the other on the Saturday preceding Labor Day. The latter shall be the Annual Meeting of the Club for the election of Officers and Directors, and for the transaction of such other business as may properly be presented. Written notice of each meeting shall be provided each member at least fifteen days in advance of the meeting.

Section 2. Special Membership Meetings.
At the discretion of the Commodore, or upon receiving a written request from ten or more members, the Commodore shall call special meetings of the membership. Written notice of such meeting shall be provided each member at least fifteen days in advance of the meeting. Such notice shall include the time and place of the meeting and the agenda to be considered.

Section 3. Voting by Proxy.
Except as noted in this Section, voting at all membership meetings shall be in person and proxy voting shall not be permitted. Proxy voting will be permitted when matters affecting the acquisition or disposal of club property having a value of $50,000 or more are to be determined. In this case, written notice of such meeting, together with proxy ballots, shall be provided members in accordance with all the provisions of Section 2 of this Article.

Section 4. Meeting Quorum.
Fifteen members of the Club in attendance at a meeting shall constitute a quorum for the transaction of business. Any lesser number of members can adjourn a meeting to a fixed place, day and time, and notice of such adjourned meeting shall be posted on the Club Notice Board.

Section 5. Meetings of Directors.
The Board of Directors shall meet twice a year, once in the spring and once in the fall. Additional meetings shall be called at the discretion of the Commodore, or at the written request of three members of the Board of Directors. Written notice of each meeting shall be given the Directors at least ten days in advance of the meeting date. Eight directors shall constitute a quorum
for any meeting of the Board of Directors.

Section 6. Parliamentary Authority and Order of Business.
Meetings shall be conducted in compliance
with the Club Bylaws or, in matters not covered therein, by Robert's Rules of Order with the following Order of Business: Call to Order, Approval of Minutes, Reports of Officers, Reports of Committees, Unfinished Business, New Business, Election of Officers, Miscellaneous, Adjournment.

ARTICLE XII. CLUB STAFF
Section 1. General.
The Board of Directors may authorize in its budget, provisions for staff personnel deemed necessary to carry out the purposes of the Club.

Section 2. Club Manager.
The Club Manager shall be employed by the Executive Committee upon recommendation by the Rear Commodore who will prepare a Manager's job description. The Manager's duties and compensation shall be approved by the Board of Directors. The Manager shall report directly to
the Rear Commodore.

Section 3. Executive Secretary.
The Executive Secretary shall be employed by the Executive Committee upon recommendation by the Commodore who will prepare an Executive Secretary's job description. The Executive Secretary's duties and compensation shall be approved by the Board of Directors. The Executive Secretary shall report directly to the Commodore, shall assist the Officers and shall act as Assistant Secretary and Assistant Treasurer.

ARTICLE XIII. LIABILITY
Section 1. Dues, Fees and Assessments.
Regular, and Non-Resident members are required to pay a one-time initiation fee. Payment of such fee shall be due in full within thirty days of notification of election to membership being given.

Members may elect to pay dues annually, quarterly or monthly. In order for a member's yacht to be eligible to compete and be scored in Club races, that member's dues indebtedness must not be in arrears.

Assessments may be levied on the membership for specific purposes, but only after approval by two-thirds of the members attending a membership meeting. Indication of any proposal to levy, or intent to discuss matters regarding assessments shall be contained in written notice to members,
given in accordance with Article XI, Section 2.

Section 2. Charges.
Members shall be charged for services provided by the Club. Charges incurred by a member, member's family or invited guests will be due thirty days from the date of billing, after which a service fee of 1% per month or portion thereof, will be assessed on any outstanding balance, until paid in full.

Section 3. Penalties.
The Board of Directors may suspend or expel a member in accordance with Article IV, Section 9, for failure to pay dues, fees, assessments or charges when delinquent. In addition, charges that are delinquent more than ninety days shall constitute a lien against the property of the delinquent member that is located on Club premises. Upon notice to said member, at the expiration of one hundred and twenty days from the date upon which the member's balance became past due, the Club may hold said members property for sale and, upon completion of a commercially reasonable sale of the property, shall apply all or any portion of the proceeds to the member's delinquent balance, as appropriate.

Section 4. Liability.
Members and crew, be they members or guests, participate in sailing events at their own risk. Neither the Lake Geneva Yacht Club, nor its Officers, Directors, Race Committee personnel, Judges or Staff, shall be responsible in any way for any loss, either personal or that of equipment and possessions, on or off the water, due to participation in Club races and other activities. In the event any member, by his conduct or the conduct of his guests, causes injury to the person or property of another, for which the LGYC is subjected to a claim for damages or to potential liability, said member agrees to indemnify and hold the LGYC harmless for any such damage caused to another which upon the premises of the LGYC.

ARTICLE XIV. FISCAL YEAR
The Club's fiscal year shall be the calendar year.

ARTICLE XV. AMENDMENTS
Bylaws may be adopted, and these and any other Bylaws may be amended or repealed by the members or the Board of Directors, but no Bylaw amended by the members shall be amended or repealed by the Directors. In case of a proposed amendment or repeal, written notice of such proposed change shall be sent by the Secretary to all members at least thirty days prior to the meeting of either the Board of Directors or the members at which such proposal is to be considered. If any action is taken by the Board of Directors to change any of these Bylaws, such action shall be reported to the members with the notice of their next regular meeting, for consideration and action at such meeting if desired. Bylaws adopted or amended as provided above shall require a vote of approval by two-thirds of the members or Directors present at the respective meeting.