ILLINOIS VALLEY YACHT &

ILLINOIS VALLEY YACHT & CANOE CLUB

BY-LAWS OF 1991

(Revised November 20, 2008)

ARTICLE I - Membership

Section 1 - Classes:

The classes of membership shall be as stated in the Constitution.

Section 2 - Eligibility:

The following persons shall be eligible for each class of membership:

(a) Life: Such members as are now Life members of the Club.

(b) Super Senior: Persons meeting the requirements of the Constitution.

(c) Senior: Persons meeting the requirements of the Constitution who comply with the procedures specified in Section 8 of this Article and whose application is approved by the Board with not more than one (l) dissenting vote.

(d) Associate: Any person 30 to 35 years of age who complies with the procedures specified in Section 8 of this Article and whose application is approved by the Board with no more than one (l) dissenting vote. Upon reaching their 35th birthday, their membership status is changed to Senior and appropriate fees charged.

(e) Junior: Any person from 16 to 30 years of age who complies with the procedures specified in Section 8 of this Article and whose application is approved by the Board with no more than one (l) dissenting vote. Upon reaching their 30th birthday, their membership status is changed to Associate and appropriate fees charged.

(f) Non-Resident: Any person age 21 or over residing more than 40 air miles from the Club and who resides temporarily less than 30 days annually within 40 air miles of the Club and who does not keep a boat within 20 air miles of the Club who complies with the procedures specified in Section 8 of this Article and whose application is approved by the Board with not more than one (l) dissenting vote.

(g) Honorary: Any citizen of the United States who, in the unanimous opinion of the Board, has been of unique service to the Club, provided, such memberships shall be for one year only and no more than five of such memberships shall be in existence at any one time.

Section 3 - Fees, Dues and Taxes:

(a) Life, Super Senior and Senior members shall pay the fees and dues specified in the Constitution.

(b) Associate members shall pay an initiation fee of $350.00 and monthly dues and any special assessments set from time to time by the Board of Directors. At age 35 such members must transfer to Senior membership in order to remain a member of this Club.

(c) Junior members shall pay an initiation fee of $75.00 and monthly dues and any special assessments set from time to time by the Board of Directors.

(d) Non-Resident members shall pay an initiation fee of $150.00 and annual dues and any special assessments set from time to time by the Board of Directors.

(e) Honorary members shall pay no fees, dues or assessments.

(f) Taxes for which the Club is liable by reason of any membership shall be promptly paid by the member.

(g) If a Junior or Associate member has been in good standing for at least three (3) years and transfers to an Associate or Senior membership status no initiation fee will be charged.

Section 4 - Number of Members:

The number of Junior members shall not exceed 50; the number of Associate members shall not exceed 100, and the number of Non-Resident members shall not exceed 100.

Section 5 - Priorities:

(a) Except as provided in paragraphs "(b)" through "(d)" of this Section, all applications for membership shall be considered in the order in which they are filed with the Club Manager, provided the procedures specified in Section 8 of this Article have been completed. Otherwise, the date of compliance with such procedures shall govern.

(b) Applicants for Junior membership who are sons or daughters of Senior or Life members in good standing shall be given priority.

(i) Is an Associate member in good standing who applied for his or her Associate membership prior to his or her 30th birthday; or

(ii) Is a Junior member in good standing who applies for his or her Junior membership prior to his or her 25th birthday; or

(iii) Is a Non-Resident member in good standing.

(d) Priority shall be given to the application for Non-Resident memberships filed by Super Senior, Senior, Associate or Junior members in good standing.

Section 6 - Temporary Absences:

Members temporarily residing outside the United States for more than one (l) year and members on active duty with the Armed Forces stationed more than 50 miles away from the Club premises may accept suspended status for the period of their respective absence. Those members temporarily residing outside the United States for more than one year shall pay one-half the dues and charges applicable to a Non-Resident member during such absences. Those in the Armed Forces shall pay no dues or assessments. Upon their release from duty or resumption of residence in the area of the Club they shall immediately resume payment of the dues and charges applicable to their class of membership. If Senior members, they shall resume the full rights of a certified holder unless no vacancies exist in that class of membership, but shall otherwise have full rights to the use of the Club facilities. Members attending school more than 50 miles from the Club premises shall pay the dues and charges applicable to Non-Resident members for the months of September through May, and those applicable to their class of members for the months of June through August.

Section 7 - Membership Certificates:

(a) Any certificates now outstanding shall continue to be valid except as modified by the Constitution or By-Laws.

(b) All certificates shall be signed by the Commodore and one other officer or the Secretary, if any. The Board of Directors shall keep a proper register thereof and shall promptly deliver by mail or otherwise certificates when issued to the member entitled thereto.

(c) Certificates for Life, Super Senior or Senior membership shall be redeemed at 75% of the cost thereof upon the death or resignation of the member, provided:

(i) There shall be no obligation to refund until such time as the vacancy so created is filled;

(ii) The former member was in good standing at the time of his or her death or resignation and all amounts due the Club have been paid;

(iii) The certificate is surrendered to the Secretary properly endorsed within one year from the date of resignation or death.

Section 8 - Applications for Membership:

1. All candidates for membership in the club, except Honorary members, shall make application in writing on a form furnished by the Club. Accompanying the application shall be the payment of one month's dues, which will be returned if the application is denied. Two members in good standing shall propose the candidate and sign the form accordingly. The completed form will then be filed with the Club Membership Manager.

Upon receipt of a properly executed application, the Club Membership Manager shall, in a timely manner:

(a) Endorse the date of filing thereon.

(b) Immediately post the applicant's name and other appropriate information regarding the applicant on the Club bulletin board until the next Board meeting.

(c) Introduce the candiate for membership to three members of the Board of Directors. One of the three should be the Membership chair.

(d) Inform the candidate that they may begin using Club facilities on a cash basis until their application is approved/denied by the board.

(e) Forward the application to the Membership chair for further investigation.

It shall be the duty of the Membership chair to present the application to the Board with the chair's recommendation at the next Board meeting after the posting.

Section 9 - Affiliation and Reapplication:

(a) Upon action by the Board on an application for membership, the Board of Directors shall promptly notify the applicant of the action taken. If the application is approved, the applicant must affiliate by paying the applicable fees, dues and taxes within 60 days of the giving of such notice, or within such further time as the Board may fix. Failure to so affiliate shall have the same effect as a rejection of the application.

(b) If an application is rejected by the Board, the applicant shall be barred from a further application for a period of one year from the date of rejection.

(c) If an applicant for senior membership has at any time prior to said application paid a membership fee, said applicant may be reinstated upon the payment of $100.00 provided that said applicant has been a non-member for not less than one year and not more than four years. Associate members may be reinstated under the same conditions upon the payment of $50.00. This provision shall only be available to a member on one occasion and the member must have been in good standing at the time of his or her prior resignation.

If a member applies for reinstatement within one year of his or her resignation as a member in good standing, he or she may be reinstated upon the payment of all dues which have accrued since his or her resignation or upon the payment of $300.00 whichever is the lesser amount.

(d) If the applicant for Senior membership has at any time prior to said application paid a membership fee and his or her membership certificate was not redeemed at the time he or she resigned from the Club or any time thereafter and still remains outstanding, such applicant may be reinstated upon application for membership without paying a membership fee. This provision shall only be available to a member on one occasion and the member must have been in good standing at the time of his or her prior resignation.

Section 10 - Objections to Applicants:

All Life, Super Senior and Senior members shall have a right to protest in writing or in person to the approval of any membership application. Such protest shall be addressed to the Chairman of the Membership Committee if in writing, or to the Board of Directors at a meeting thereof if in person. The decision of the Board shall be final.

Section 11 - Rights of Members and Families:

(a) All members in good standing and their spouse, as well as persons living in the residence of such members and belonging to their immediate families shall have the right to full use of Club premises and facilities, provided:

(i) Except for a member's spouse, such rights shall terminate as to members of the family of a member upon their reaching 23 years of age.

(ii) All such persons must comply at all times with the Club rules.

(iii) Facilities for the use of which special charges are made shall not be used until such charges have been paid, except, that in the case of Overseas and Service Non-Resident members making less than full-time use of such facilities, the Board, on application by such member, shall establish charges for such facilities based upon the particular circumstances presented.

(b) All Associate, Junior and Non-Resident members in good standing who apply for Senior membership and whose applications are approved by the Board but for whom no such membership is available shall have the rights of a Senior member upon the payment of dues and assessments applicable to Senior membership, except for the right to vote at membership meeting.

(c) Married couples may change which person is the member and which is the spouse for purposes of voting and serving as a Board member or Club officer by notifying the Club's Board of Directors in writing signed by both parties. This change will not result in a lower dues obligation due to differences in ages, but is also not intended to negatively impact a couple's rights to Super Senior Status, as the date of membership will continue to be that of the original application.

Section 12 - Surviving Spouses:

The surviving spouse of any deceased member in good standing at the time of death, shall, so long as he or she remains a widow or widower, be entitled to such deceased's membership and to full use of Club facilities for himself or herself and the members of his or her immediate family, subject to the limitations stated in Section 11, sub-paragraph (a) of this Article. Should the Club become liable for any taxes by reason of the privileges extended to any such surviving spouse, he or she shall promptly pay the same on demand by the Club. However, any widows or widowers on or before November 14, 1991, shall not be affected by this provision.

A surviving spouse may resign their membership and later be reinstated as a surviving spouse one time, as long as they were members in good standing at the time of the resignation.

Section 13 - Suspension and Termination:

(a) Resignation: A member desiring to resign shall submit his or her resignation to the Club Manager, in writing, specifying an effective date. Resignation shall be acted upon by the Board of Directors at its next regular meeting.

(b) Censure, Suspension or Expulsion: A member may be censured, suspended or expelled from the Club for unbecoming conduct on his or her part or on the part of members of his or her immediate family or his or her guests where the circumstances, in the judgment of the Board of Directors, make the conduct of such other persons attributable to the member.

"Unbecoming Conduct" means conduct detrimental to the good order, peace and welfare of the Club, or in violation of its Constitution, By-Laws, or rules.

If a member is accused by a signed, written complaint by another member or the Club Manager, addressed to the Board of Directors of such unbecoming conduct, said accused member shall receive written notice thereof from the Board of Directors, together with a copy of the complaint submitted against him or her at least ten days prior to the meeting when said complaint will be considered by the Board of Directors.

The portion of the Board of Directors' meeting that considers said complaint shall be closed to the general members, unless the accused member specifically requests, in writing, at least five days before said meeting, that he or she wants an open meeting during the consideration of said complaint against him or her.

During the portion of the Board of Directors' meeting considering said complaint, the accused member may present any testimony, affidavits or evidence in his or her defense, and the complaining member or Club Manager may present any testimony, affidavits or evidence against the accused member.

Thereafter the Board of Directors shall render its written findings, and if it sustains the complaint against the accused member, it shall also submit its written punishment to the accused member.

The decision of the Board of Directors will be final and not subject to further consideration or proceedings by either the complainant or the accused member.

(c) Non-payment of Dues and Charges: All dues, fees and charges, including taxes, shall be paid promptly, and in any event by not later than the first day of the month following that in which the statement is sent. The Club Manager shall on the first of each month send a notice to each member who at that date owes a past due balance. Failure to then pay (without further notice) the full amount owed, including whatever charges accrued, prior to the next meeting of the Board of Directors, will bring the account(s) before the Board for such action as it deems including suspension or expulsion.

If any dues, fees, and charges remain unpaid, the Club may hire or pay someone else to help collect the amount due. This unpaid amount, subject to any limits under applicable laws, shall include attorney fees and legal expenses, whether or not there is a lawsuit, and court costs.

ARTICLE II - Directors and Officers

Section 1 - General Powers:

The business and affairs of the Club shall be managed by its Board of Directors and Officers as specified in the Constitution.

Section 2 - Nominations and Elections:

At the August Board of Directors meeting, the Commodore, subject to the approval of the board, shall appoint a nominating committee consisting of the Immediate Past Commodore, who will serve as a non-voting chairman, and five Life, Super-senior or Senior members who are not currently officers or directors of the Club. The nominating committee shall nominate as many candidates as they deem advisable for each of the offices specified in the Constitution to be elected by the members, and certify such nominees to the Board at the Board's September meeting. Notice of the time and place fixed for the annual meeting and of the nominees designated by the Nominating Committee shall be given to the members entitled to vote within seven (7) days of the report of the Nominating Committee to the Board of Directors.

Additional nominees for any such offices may be named no later than the October Board of Directors meeting, providing such nomination is in writing and bears the signature of at least fifteen members entitled to vote at the Annual Meeting.

In the event that there is more than one candidate for any office, a secret ballot shall be taken by mail within 7 days from all members entitled to vote for that office. The candidate receiving the greatest number of votes shall be declared elected. For ballots to be valid and counted, they must be received at the Club House no later than 48 hours before the Annual Meeting. All such ballots shall be counted by the Secretary of the Club.

The term of office of all officers and directors elected at the annual meeting shall commence immediately upon adjournment of the meeting.

Section 3 - Meeting of the Board of Directors:

The Board of Directors shall hold a regular monthly meeting on such date and at such time and place as the Board shall from time to time determine. No notice shall be necessary in connection with any regular meeting of the Board. A special meeting of the Board may be called by the Commodore, or by any two members of the Board, and upon receipt of such call the Secretary, if any, or the Club Manager, shall promptly give notice to all Board members at least 3 days in advance as to the time and place and, where known, the purpose of such special meeting. At all meetings of the Board seven members thereof shall constitute a quorum.

Section 4 - Absence from Meetings:

If a member of the Board is absent from three consecutive regular meetings of the Board without valid reason, his office shall be considered vacated, and it shall be filled in the manner provided by the Constitution of this Club.

Section 5 - Appointments and Voting:

The Commodore may appoint, for service during his or her term(s), various other members to perform specific tasks. At the direction of the Commodore, these members may attend meetings of the Board of Directors and take part in discussions and deliberations; however, voting at these meetings shall be limited to elected Directors and Officers, or their successors, and the immediate past Commodore.

Section 6 - Commodore:

The Commodore is the chief executive officer of the Club and shall preside at all meetings of the members and of the Board of Directors. He or she shall be an ex-officio member of all committees and may appoint committees in addition to those specified in the By-Laws for such special purposes as he or she may desire. He or she may sign on behalf of the Club any legal documents along with the Secretary, if any; otherwise, with at least one other designated member of the Board, and perform such other duties as may be delegated to him or her by the Board. No member may serve as Commodore who has not served a minimum of two years as Director.

Section 7 - Vice Commodore:

The Vice Commodore shall perform the duties of the Commodore when the Commodore is unable to perform the same and in addition such other duties as may be delegated to him or her by the Board. No member may serve as Vice Commodore who has not served a minimum of two years as Director.

Section 8 - Rear Commodore:

The Rear Commodore shall perform the duties of the Commodore when the Commodore and the Vice Commodore are unable to perform such duties and in addition such duties as shall be delegated to him or her by the Board. No member may serve as Rear Commodore who has not served a minimum of two years as Director.

Section 9 - Secretary:

If the Board elects a Secretary, he or she shall attend all meetings of the members of the Club and of the Board of Directors. He or she shall act as Clerk at such meetings and record all of the proceedings of such meetings in a book kept for that purpose. He or she shall give proper notice of meetings of members and of special meetings of the Board of Directors. He or she shall notify members of their election, suspension, expulsion, or the acceptance of their resignation, and shall keep the membership rolls and have custody of the records relating to the issuance, surrender, and cancellation of membership certificates. He or she shall conduct all correspondence for the Club and have custody of all Club documents and trophies, and shall perform such other duties as may from time to time be delegated to him or her by the Board of Directors.

Section 10 - Treasurer:

If the Board elects a Treasurer, who may also be known as a Finance Chairperson, he or she shall have custody of the funds and properties of the Club and keep full and accurate accounts of receipts and disbursements in books belonging to the Club, and shall deposit all monies and other valuable property in the name and to the credit of the Club in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Club as ordered by the Board and shall render to the Board when required an account of his or her actions as Treasurer or Finance Chairperson, and an account of the financial condition of the Club. He or she shall make a financial report at the annual membership meeting, and shall perform such other duties as may be designated to him or her by the Board.

Section 11 - Historian:

Whenever it deems such an office necessary or desirable, the Board may elect an historian whose duties shall include the compilation of records and reports relating to activities of the Club and its members and making suitable provision for the preservation thereof.

Section 12 - Club Manager:

The Board of Directors may employ a Club Manager to supervise and manage the operation of the Club upon such terms and conditions as the Board shall deem proper.

Section 13 - Delegation of Duties:

Any such Secretary and Treasurer, subject to approval of the Board of Directors, may delegate such of their respective duties to the Club Manager or outside accountants and/or other professionals as the Board of Directors deem reasonable on such terms and for such compensation as the Board of Directors may authorize.

Section 14 - Surety Bonds:

The Board of Directors shall from time to time review the need for surety bonding of officers and employees of the Club.

Section 15 - Order of Business for Meetings:

The following order of business shall be observed at all meetings unless waived by a two-thirds vote of the members present: Roll Call Reading of Minutes of previous meetings Reading of communications of interest to members Reports of officers and committees Unfinished business New and miscellaneous business Adjournment.

Roberts Rules of Order shall govern the conduct of meetings when not in conflict with the Constitution or By-Laws of the Club.

ARTICLE III - Committees

Section 1 - Standing Committees:

There shall be such of the following standing committees as shall be deemed appropriate from time to time by the Board of Directors, whose chairperson shall be appointed by the Commodore, as well as any additional members as the Commodore and said chairperson mutually agree to be appropriate:

1. Finance 4. House 7. Harbor and Docks 10. Pool

2. Membership 5. Grounds 8. Publicity 11. Building Maintenance

3. Entertainment 6. Aquatic 9. Beach

The chairpersons for other Committees as deemed appropriate and desirable by each administration shall be appointed by the Commodore.

Any chairperson of the finance and membership committees shall be members of the Board of Directors. The chairpersons of all other committees who are not members of the Board and who have an operation budget of $200.00 or more per year shall attend Board Meetings as necessary.

Section 2 - Duties of the Committees:

The duties of each appropriate and functioning committee shall, subject to the direction of the Commodore, be as follows:

1. Finance: To examine budgets submitted by all other committees and make recommendations thereon to the Board; to study the Club's financial condition from time to time and make recommendations to the Board with respect to the manner of financing Club operations, and changes or increases in fees, dues or special assessments; to consider and make recommendations to the Board with respect to charges made by the Club for the use of facilities; to oversee the general administrative activities and functions of the Club not assigned to other committees or to ad hoc committees; to serve as the audit committee of the corporation; to consider and make recommendations on salaries, wages and benefits of all employees after consulting appropriate committee chairpersons and the manager concerning their performance.

2. Membership: To secure applications for Club membership, investigate applicants and make recommendations with respect to applicants to the Board. The Chairperson of this Committee shall countersign all membership applications approved by his or her committee.

3. Entertainment: To arrange for and conduct such dances, dinners, and other social functions as in the judgment of the committee will be of interest to the Club membership and to submit an annual schedule of such functions to the Board of Directors.

4. House: To supervise through the Club Manager, the management and operations of the kitchen, dining room, bar, snack bar, private parties and other facilities and services of the Club house and the personnel employed in connection therewith.

5. Grounds: To supervise the management and upkeep of the grounds, and the personnel employed in connection therewith.

6. Aquatic: To supervise and encourage and develop water sports, the race committee and the safety committee and their boats and equipment, and provide liaison with racing or other fleets and any other boating-related organizations sponsored by or functioning within the club or using its facilities; and monitor and/or participate with other organizations and activities, whether governmental or private, acting on or interested in preservation or operation of the river for boating or other recreational activities, subject to policy guidance of the Board.

7. Harbor and Docks: To supervise and assign, through the Club Manager, moorings and slips and recommend rules therefore; to keep the docks, approaches, harbor and harbor lights and utility services, barges, fuel dock and breakwater in good repair; to contract for and supervise any new construction or maintenance work of these facilities; to supervise, through the Club Manager, preparation for protection of these facilities from storms, flood and winter damage; to recommend to the Board and enforce the Board's regulations for safe use of these facilities; to take or authorize emergency measures the committee, its members or the Club Manager may deem necessary to protect these facilities from imminent or actual damage or to attempt to reduce the severity of damage, and to assess the prorated costs thereof to individual boat owners to the extent those costs can reasonably be attributed to the absence of the boat's owner, to the manner in which it was secured or should have been secured, equipped or maintained, or the owner's failure or inability to respond after being notified of a problem or summoned to help cope with conditions involving his or her boat as a threat to other boats.

8. Publicity: To supervise and arrange for all Club publicity and publications.

9. Beach: To supervise, through the Club Manager, the maintenance of all stifflegs at the sea wall, to layout and assign all storage of boats and trailers on the beach; recommend rules for use of the beach to the Board; to inspect and supervise maintenance of storm drainage systems to prevent beach damage.

10. Pool: To supervise, through the Club Manager, the operation and maintenance of the swimming pool and its machinery and the personnel employed in connection therewith, and to recommend rules to the Board for use and operation of the pool and to enforce adopted rules.

11. Building Maintenance: To plan for and supervise the maintenance and repair of the building structures, furnishings and mechanical systems and any remodeling or refurbishing which the Board may authorize.

Section 3 - Committee Reports:

When requested by the Commodore or by the Board of Directors, the chairpersons of each committee shall promptly make a report with respect to Club operations under his or her supervision.

ARTICLE IV - Visitors and Guests

Section 1 - Visitors' Cards and Registry:

On the written request of a member in good standing, the Club Manager or Secretary may issue a visitor's card to persons meeting the eligibility requirements for non-resident membership for a period not to exceed two (2) weeks. No member shall have more than three such cards in effect at any one time. The Club Manager shall record the name and residence address of each such visitor. The member procuring a card for each such visitor shall be responsible for the conduct of his or her guest and for the payment of any obligations incurred by any such guest.

Section 2 - Residents:

Resident guests of members may use the facilities of the Club which the member is entitled to use not more than twice in any one calendar year, unless the member is present, provided that this restriction shall not apply to children under the age of twenty-three years, or to special entertainments given by members in which more than twenty persons participate.

ARTICLE V - Swimming Pool

The Pool Committee shall recommend rules and regulations with respect to the operation, maintenance and use of the swimming pool, the conduct of members and guests using the pool and adjacent facilities, the employment and conduct of personnel, and the establishment of guest fees. Such rules and recommendations shall be submitted to the Board for its approval and shall become effective only upon Board approval thereof, and they shall then be publicized to the membership. The use of the swimming pool facilities shall be limited to members of the Club (except Non-Resident) in good standing, and members of their immediate families, as set forth in ARTICLE I, hereof, and their guests. Non-Resident members are entitled to use of the pool by paying swimming fees as determined by the Pool Committee.