Article I. Club Name
Section 1.01 The name of the club shall be the BREAKWATER YACHT CLUB INC.

Article II. Club Purpose
Section 2.01 The purpose of the Club is to sponsor sailboat racing and sailing in and about the waters of Sag Harbor, to foster interest in sailboat racing and sailing in people of all ages and to interact with the community.

Article III. Club Officers And Duties
Section 3.01 The officers of the Club (herein sometimes referred to as the "Club Officers") shall consist of a Commodore, Vice Commodore, Secretary and Treasurer, who shall serve in such capacity and as a director of the Club for a term of one (1) year, and who shall each continue to serve as a director of the Club for the three (3) succeeding years thereafter.
Section 3.02 The officers of the Club shall have the following duties and such other duties as the Board of Directors shall assign to them from time to time:
(a) The Commodore shall command the squadron, preside at all meetings of the club, and shall act to enforce its laws and regulations and the decisions of the Board of Directors.
(b) The Vice Commodore shall assist the Commodore in the discharge of his or her duties and shall fulfill the duties of the Commodore when he or she is absent or in case of a vacancy in the office of the Commodore.
(c) The Secretary shall keep a record of all meetings of the Club Membership and the meetings of the Board of Directors. The Secretary shall report to the club at its annual general meeting and to the Board of Directors as required. The Secretary shall keep a roster of the officers and committees, a roll of the members and of the yachts enrolled in the various fleets.
(d) The Treasurer shall collect all moneys due to the Club, and shall make such disbursements there from as are ordered or approved by the Board of Directors. The Treasurer shall keep account of all Club investments and make a report to the Club at its annual meeting.

Article IV. Club Property
Section 4.01 All property of the Club shall be vested in the Board of Directors as trustee for the members thereof and they shall have the power to act for and bind the members of the Club, as their agent, in all transactions relating to such property. The property shall be cared for and managed by the Board of Directors or their designated appointee.

Article V. Board of Directors
Section 5.01 The current members of the Board of Directors having heretofore been elected prior to the adoption of these by-laws, being comprised of the four (4) Club Officers and twelve (12) additional directors, shall each
complete the unexpired portion of his or her term.
Section 5.02 Hereinafter, the Board of Directors shall consist of sixteen (16) Directors including the four (4) current Club Officers and the twelve (12) officers from the prior three years. In the event that the election of a Club Officer shall create a vacancy in the Board of Directors, as is more fully contemplated in Section 7.02 below, then the vacancy so created shall be filled at the Annual Meeting of the Members by electing new Director(s) for the remaining terms of the Directors' positions then vacant, as is more fully set forth in said Section 7.02.
Section 5.03 The Board of Directors shall have the general control and direction of the policy, management, and finances of the Club. It shall authorize the disbursement of Club funds and contracts entered into by the Club.
Section 5.04 The Board of Directors shall meet annually on the 2nd Thursday of September in each year or as otherwise may be determined from time to time by the Club Officers.
Section 5.05 Special meetings of the Board of Directors may be called at any time by:
(a) the Commodore or, in the absence of the Commodore, by the Vice Commodore, or by
(b) by three (3) Directors. Business to be conducted at such Special Meeting shall be limited to that stated in the notice given as aforesaid.
Section 5.06 Fifty percent (50%) of the Directors of the Club holding office plus one additional Board member shall constitute a quorum for the transaction of business or of any specified item of business; provided, however, that should the number of Directors of the Club holding office fall to below fifteen (15) directors, then the greater of (a) Fifty percent (50%) of the Directors of the Club holding office plus one additional Board Member, or (b) at least one-third of the Directors constituting the Board of Directors, shall constitute a quorum.
Section 5.07 The Board of Directors may require all other committees and officers to report to it when the Board shall deem it necessary or advisable for the discharge of its duties.
Section 5.08 The Board of Directors shall have the power to appoint such special committees as it shall deem necessary or advisable to manage the Club and its operations.
Section 5.09 The Board of Directors shall have the power to make additional Club rules, provided such rules do not conflict with these by-laws or general applicable law.

Article VI. Standing Committees
Section 6.01 The following Standing Committees shall be constituted:
(a) House and Dock Committee
(b) Youth Sailing Committee
(c) Regatta Committee
(d) One Design Committee
(e) Membership Committee
(f) Entertainment Committee
(g) Fund Raising Committee
(h) Communications Committee
(i) Adult Sailing Committee
(j) Finance Committee
(k) Nominating Committee
Section 6.02 The Standing Committees shall have the following purposes and duties:
(a) The House and Dock Committee shall have the general Management and Control of the house and dock and shall make and adopt a set of house rules and dock rules.
(b) The Youth Sailing Committee shall manage the youth sailing program.
(c) The Regatta Committee shall regulate and control all races and regattas, except for One Design races, held by the Club. It shall decide all questions referred to it by the judges and skippers of competing yachts, and select and award all prizes offered by the Club.
(d) The One Design Committee shall regulate and control One Design races held by the Club. It shall decide all questions referred to it by the judges and skippers of competing yachts, and select and award all prizes offered by the Club regarding such class of races.
(e) The Membership Committee shall recommend to the Board of Directors rules and qualifications pertaining to new member applications and shall process new member applications and report its recommendations regarding new members to the Board of Directors. The Committee shall also recommend to the Board of Directors the removal of any member.
(f) The Entertainment Committee shall be responsible for organizing and carrying out of social events for the Club.
(g) The Fund Raising Committee shall be responsible for organizing fund raising events and publishing such Club journals as may from time to time be authorized by the Club, the Board of Directors, the Club Officers or its committees.
(h) The Communications Committee shall be responsible for publishing and mailing of the Club newsletter and other similar publications to Club Members.
(i) The Adult Sailing Committee shall manage the Adult sailing program.
(j) The Finance Committee makes recommendations to the Board of Directors regarding collection and disbursement of Club funds during the service year.
(k) The Nominating Committee shall be responsible for preparing a slate of candidates for presentation to the general membership at the Annual Meeting of the Club and shall oversee the Club's election process as set forth in Article VII below.
Section 6.03 With exception of the Nominating Committee, The Board of Directors shall establish the number of members of each of the Standing Committees at its annual meeting or at any special meeting called for such purpose. In the absence of such action being taken by the Board, Standing Committees shall have not less than three (3) members, who shall be appointed by the relevant committee chairman in accordance with the following section.
Section 6.04 With the exception of the Nominating Committee, and unless otherwise required by the Board of Directors, Committee Chairmen shall be appointed by the Commodore to serve office for one year. Committee Chairmen shall be entitled to appoint committee members to serve on his or her committee during such Chairman's tenure as Chairman of such committee.
Section 6.05 Each Standing Committee Chairman shall have the authority to arrange and call their own committee meetings. The Commodore and Board of Directors shall each have separate authority to direct Standing Committee Chairmen to call a meeting of their respective committees for such purposes as it may specify.
Section 6.06 The Nominating Committee shall be comprised of the immediate Past Commodore of the Club, who shall serve as Chairman of the Committee, one member of the current Board of Directors who shall be appointed by the Board to serve on the Committee and an "at-large" member who is in good standing and is not a member of the current Board of Directors. The at-large member shall be nominated from the floor and elected at the Annual Meeting of the Club. All members of the Nominating Committee shall serve for one year until the next Annual meeting of the Club. A vacancy on the Nominating Committee may be filled for the unexpired term by a majority vote of the Board of Directors.

Article VII. Elections And Vacancies Of Officers, Board Of Directors and Committee Members
Section 7.01 Persons who are Members in Good Standing in the Club, as defined in Section 8.19 below, may serve as an Officer, Director or member of a Standing Committee of the Club. Any member having had his or her membership suspended or revoked shall automatically be deemed to have been removed with cause as an Officer and Director of the Club.
Section 7.02 At each Annual Meeting (as that term is hereinafter defined) of the Club, the Club Officers shall be elected from nominations from the floor and from the slate of candidates prepared by the Nominating Committee by a majority vote of the Members in good standing for a one (1) year term as an officer and director followed by a three (3) year term as a director of the Club, and until their successors are elected and qualified. If after serving a one (1) year term as a Club Officer, an individual is re-elected to serve as a Club Officer and director, and such individual is still serving his or her four (4) year term as a director from a prior term, then such individual shall be deemed to have been elected to a new one (1) year term as an officer and director followed by a three (3) year term as a director, and another individual shall be elected by a majority vote of the Members in good standing at the Annual Meeting (as that term is hereinafter defined) to serve the unexpired portion of the re-elected individual's prior term as a director.
Section 7.03 The annual meeting of the general membership of the Club shall be held on the 2nd Saturday in November of each year at a time to be determined and announced by the Board of Directors. (herein the "Annual Meeting").
Section 7.04 A vacancy in any Club Office shall be filled by an appointment made by the Board of Directors, and the person so appointed shall hold office until the next Annual Meeting and until his or her successor is elected pursuant to the procedures set forth in Section 7.02 above.
Section 7.05 Subject to the provisions of Section 7.02, a vacancy on the Board of Directors, except for vacancies due to the removal of a director without cause, shall be filled for the unexpired portion of his or her term by a majority vote of the Board of Directors then in office regardless of their number, upon the recommendation of the Nominating Committee. Vacancies occurring in the Board by reason of the removal of Directors without cause may be filled only by a vote of the Club Members. A director so elected shall hold office for the unexpired term of his or her predecessor, and until his or her successor has been elected and qualified.
Section 7.06 The Nominating Committee is responsible for overseeing the elections of the Club. It shall be the duty of the Nominating Committee to nominate candidates for Commodore, Vice Commodore, Secretary and Treasurer and members to fill any vacancy on the Board between Annual Meetings. The Committee shall not nominate one of its members for election. The Committee shall be responsible for using their best efforts to ensure that the proposed candidates have the requisite education, skills and experience to serve on the Board of Directors. The Nominating Committee shall send Notice of all Nominations for all officers to all Club members not less than (14) days before the Annual Meeting. The recommendations of the Nominating Committee shall not preclude the nomination of other candidates by any member in good standing. Such nominations shall be presented and posted by the Secretary prior to the Annual Meeting.
Section 7.07 The election shall be by secret ballot and a majority of the votes cast shall be necessary for the election of a Club Officer or Director.
Section 7.08 The resignation by a Club Officer and/or Director while still a Member in good standing in the Club shall not be deemed to constitute the resignation by such individual as a member in good standing in the Club.

Article VIII. MEMBERSHIP
Section 8.01 Membership in the Club shall be available on a
non-discriminatory basis and shall be open to the public and non-exclusive and, for so long as it shall remain in effect, consistent with the terms of Rider Section 36 to that certain lease agreement between the Club and the Village of Sag Harbor dated June 1, 1995, for the lease of the premises on which the Club now operates.
Section 8.02 Any person eighteen (18) years of age or over shall be eligible for membership. The Board of Directors may from time to time establish a junior membership class for persons under the age of eighteen (18) and other honorary classes of membership, all of which classes of membership shall be without voting privileges.
Section 8.03 The Board of Directors, at its annual meeting, may limit the total number of members of the Club upon a finding that the Club's facilities may not accommodate more than that total number of persons to which the membership is then limited.
Section 8.04 Members in good standing shall be entitled to the privileges of the Club, including the use of its facilities, participation in its activities and voting privileges.
Section 8.05 A candidate for membership shall apply in writing to the Membership Committee. An application shall include the name and address of the applicant together with such other information, as the Membership Committee shall require.
Section 8.06 (a) All proceedings of the Membership Committee and all communications received by the Committee regarding membership applications shall be handled confidentially and, except as may otherwise be required by law, shall not be disclosed by the Committee except to the Board of Directors. No person shall be denied membership in the Club except for reasons that, in the opinion of the Board of Directors, evidence the likelihood that the proposed Member would fail to live up to the rules of good sportsmanship of the Club or the sport of sailboat racing or sailing, or would otherwise behave in a way injurious to the welfare of the Club.
(b) Members in good standing shall not be required to re-apply for membership in the Club unless such individual's membership has been revoked or such member has been expelled in accordance with Section 8.14 or Article X of these by-laws or in the event that such individual has previously resigned his or her membership in the Club.
Section 8.07 No person accepted as a Member of the Club shall be deemed to be a member in good standing until such person shall sign a statement agreeing to be bound by these by-laws and all of the rules and regulations of the Club then existing or thereafter duly adopted by the Club and shall have paid Membership dues and any other amounts that are then due and payable.
Section 8.08 The Membership Year shall commence on the 1st day of January and end on the 31st day of December.
Section 8.09 Membership dues, fees and penalties shall be in an amount determined from time to time by the Board of Directors.
Section 8.10 Dues shall be due and payable on the 1st day of January in each year except in the case of the acceptance of a new member, in which event dues in the amount of the Membership dues shall be due and payable upon the acceptance of such membership. New Members shall thereafter pay Membership dues on the 1st day of January in each year following their membership in the Club.
Section 8.11 Members who have not paid their dues or other amount within sixty (60) days after they shall be due and payable, or shall fail to pay any other amount for which they may become liable to the Club, shall be automatically deemed delinquent (herein a "Delinquent Member") and a penalty established by the Board of Directors shall automatically be added to the amount of dues and other amount owed by such member. The Treasurer shall send a notice of arrears to all such members at their address of record maintained with the Club.
Section 8.12 The Treasurer shall post the names of all Delinquent Members in the Clubhouse and shall report said names to the Membership Committee unless such members shall have paid the full amount of their dues owed within thirty (30) days after the mailing of the notice of arrears.
Section 8.13 The Membership Committee may act to suspend any and all Delinquent Members reported to it by the Treasurer, whereupon such members shall be deemed deprived of the privileges of the Club, including the use of its facilities, participation in its activities and voting privileges. The Membership Committee may also report such member to the Board of Directors for final revocation of his or her membership. Such action by the Board of Directors shall only be taken with respect to Delinquent Members still in arrears for sixty (60) days after the Notice of Arrears was mailed by the Treasurer to such Delinquent Member and after conducting a hearing at which
the Delinquent Member shall be entitled to be heard.
Section 8.14 Any Member who has had his or her membership revoked for non-payment of dues or other amount shall not be entitled to re-apply for membership in the Club in accordance with these by-laws for one year after revocation of his or her membership has occurred.
Section 8.15 The Treasurer may take such action as he or she shall deem necessary or advisable to collect the amounts due from the Delinquent Member, whether or not his or her membership has been suspended or revoked.
Section 8.16 No Member may resign while indebted to the Club.
Section 8.17 A Member shall be liable to the Club to pay for any property damaged or lost as a result of any act or omission of such Member. The Member shall pay such amounts within thirty (30) days after being billed by the Club.
Section 8.18 Personal property of Members, their families, guests or invitees, including boats and vehicles stored, moored, anchored, docked, parked or otherwise located on Club grounds, in the harbor, at the waterfront, or in the Clubhouse, at any Club function, or in any other Club structure, whether owned or leased, shall be solely at the risk of the Member, their families, guests or invitees, as the case may be, with respect to any loss or damage by theft, fire, storm, weather, collision, or any other cause; and this provision shall apply whether or not the Club charges a fee for lockers, moorings, anchoring, launch service, dockage or other storage, custody or space and whether or not the Club or Club personnel have possession, control or custody of such property.
Section 8.19 Membership in good standing is required of all members to be eligible to vote and at all elections and meetings of the membership held in the same calendar year upon every question presented for a vote. A member in good standing is one who has by June 1st of each year, paid all Membership dues, penalties and other amounts due and payable to the Club as of said date, and whose membership has not otherwise been suspended or revoked pursuant to Article X hereof, and new members admitted after June 1st and who have satisfied the requirements for new membership under these by-laws. Voting by proxy shall not be allowed.

Article IX. Meetings of the Club
Section 9.01 The annual meeting of the Club membership shall be held within the Village of Sag Harbor, New York on the 2d Saturday in November in each year at a specific place and time designated by the Board of Directors.
Section 9.02 The Board of Directors may on its own or at the written request of the Commodore or upon the written request of not less than twenty-five percent (25%) of the Members in good standing call special meetings of the Club membership. The Board shall send written notice to each Member in good standing of such special meeting, which shall be scheduled for a date not less than thirty (30) days after said notice, and which special meeting shall take place at a location within the Village of Sag Harbor and at a time designated in such notice. Business to be conducted at such Special Meeting shall be limited to that stated in the notice given by the Board.
Section 9.03 Members constituting at least twelve percent (12%) of the total membership in good standing in the Club and present in person shall constitute a quorum for the transaction of business at any meeting of the Club membership. If a quorum shall not be present at any meeting, the presiding officer shall adjourn the meeting to another date fixed by him or her. The presiding officer shall further adjourn future meetings until a quorum shall be present.

Article X. Discipline
Section 10.01 Any member of the Club, or the Membership Committee having a complaint to make against a Member for any infraction of these by-laws, the general rules of the club or any other Club rule or for conduct that exhibits poor sportsmanship or that is otherwise injurious to the welfare of the Club, shall present the same in writing to the Board of Directors. Such written complaint must set forth the facts giving rise to the complaint and shall include the names of any witnesses.
Section 10.02 After receiving such complaint, the Board of Directors shall send a copy of the complaint to the Member complained of. The Board shall thereafter meet as soon as practical to investigate the complaint. Notice of the meeting shall be given to the Member Complained of, the parties making the complaint and to the witnesses named in the complaint, if any, at least thirty (30) days prior to the scheduled date for the meeting. All parties so notified, witnesses called by any party, and any other Member in good standing so wishing shall be given an opportunity to be heard at the meeting. The Board may at its discretion adjourn or hold such additional meetings as it shall deem necessary to make a determination as to the allegations made in the complaint.
Section 10.03 The statements and evidence presented at the meeting shall be reduced to writing and filed by the Secretary with the records of the Club and, except as required by law, shall not be disclosed.
Section 10.04 The Board of Directors shall have the power to suspend or expel a member, or impose other penalty, including but not limited to, suspension of the Member from participation in all Club activities. The decision of the Board shall be in writing and delivered to the Secretary, who shall forward copies thereof to the Member complained of and to the Members who made the complaint and to the Membership Committee.
Section 10.05 In the event that a Member is suspended or expelled in accordance with the foregoing procedures, unless otherwise decided by the Board in its decision, such suspension or expulsion of the Member shall take effect immediately upon notice thereof to the Member complained of, whereupon the Member suspended or expelled shall be deemed deprived of the privileges of the Club, including voting privileges, the use of its facilities, including Clubhouse privileges, and participation in its activities in accordance with the terms of said decision.
Section 10.06 Any Member who has had his or her membership revoked in accordance with this Article X shall not be entitled to re-apply for membership in the Club in accordance with these by-laws for one year after revocation of his or her membership has occurred.

Article XI. Affiliations
Section 11.01 The Club shall maintain membership in the United States Sailing Association and the Eastern Long Island Sailing Association, and the Club and its members shall abide by the rules and procedures of said associations to the extent such rules do not specifically conflict with these by-laws, Club rules, or general applicable law.

Article XII. Indemnification
Section 12.01 The Club shall indemnify any person who is serving or has served as a Director, Officer, or Chairman or member of any committee of the Club, or the legal representative of such person, to the full extent permitted and as provided by the New York Not-For-Profit Corporation Law or any amendment or successor thereto.

Article XIII. Notices
Section 13.01 Each Member shall be responsible for maintaining with the office of the Club an address for the receipt of mail and notices from the Club, its Directors, Officers and committees. Such address shall be deemed to constitute the proper address for mail and notices to such Member unless and until the Club shall receive a written notice from the Member changing such address.
Section 13.02 Communications and notices from the Club to a member shall be deemed to have been given upon mailing of same, postage pre-paid, to the address referred to in the foregoing section.
Section 13.03 Notices to Members under sections Article VIII and Article X of these by-laws shall be given by, postage pre-paid, registered or certified mail, return receipt requested, to the address referred to in the foregoing section. Such notices shall be deemed to be effective upon mailing.

Article XIV. Miscellaneous
Section 14.01 All words in these by-laws that are of the masculine gender shall be interpreted to include the feminine gender in addition or in the alternative as the context may require.
Section 14.02 The Corporate Seal of the Club shall be as follows[ ].
Section 14.03 These by-laws shall be deemed to be the by-laws of the Club for purposes of the provisions of the New York Not-For-Profit Corporation Law and shall be deemed to have been passed in place of the by-laws heretofore having served as the by-laws of the Club, which are hereby declared to be null and void and of no further force or effect in their entirety.

Article XV. Amendments
Section 15.01 These by-laws may be amended by a two-thirds vote of all present in person and entitled to vote at any regular or special meeting of the membership of the Club at which a quorum is present and acting throughout, provided the proposed amendments have been stated in the notice
for the meeting and mailed to every Member of the Club at least thirty (30) days before the meeting at which the amendments are to be considered. The foregoing requirements shall not prevent or restrict the consideration of further amendments to the proposed amendments being considered at said meeting, provided the further amendments are germane to the subject matter of the proposed amendments.
Section 15.02 Amendments to these by-laws and other proposals for action at the annual or special meeting may be proposed by the Board of Directors or in a writing signed by at least fifteen percent (15%) of the Members in good standing and delivered to the Secretary at least sixty (60) days before the date of the regular or special meeting. Proposals by members so delivered to the Secretary shall be so stated in the call for the meeting.

revised 11/05