BYLAWS
OF THE
BIG HORN BASIN BOAT CLUB

ARTICLE I. DEFINITIONS

Big Horn Basin Boat Club: The Big Horn Basin Boat Club, hereinafter may be referred to as the Boat Club, is the official name of the Corporation.

Board of Directors: The Board of Directors, hereinafter may be referred to as the Board, shall be the governing body of the Big Horn Basin Boat Club. The Board shall manage the affairs of the Corporation. All formal business of the Boat Club shall come before the Board before acted upon by the members. The Board shall consist of seven (7) elected members of which four (4) shall be Officers and three (3) Directors.

Regular Members: Regular Members, hereinafter may be referred to as Members, are the individual people who form the Member Units. They must be at least twenty-one (21) years of age.

Member Units: The Boat Club shall be comprised of Member Units. Each Member Unit shall consist of either one or two people. A single person could be a Member Unit. A married couple or any person and their significant other could be a Member Unit. Member Units are elected into membership by a two-thirds (2/3) majority vote of the then serving Board of Directors. Each Member Unit is entitled to two votes at any annual, regular or special meeting. The Big Horn Basin Boat Club is limited to 125 Member Units. This means that the Boat Club shall be limited to 250 Regular Members. If there is a separation in a Member Unit, each Regular Member forming the Member Unit may still be a member of the Boat Club provided he/she notifies the Board of Directors in writing and pays the appropriate dues and fees in a timely manner. When a new person desires to be part of an existing Member Unit, he/she needs to be elected into the Boat Club the same as any other Regular Member.

Quorums and Voting Requirements: Quorums and voting requirements for the Board of Directors and Regular Members at their respective meetings shall be as follows:

Board of Directors: For a Quorum at any official meeting of the Board of Directors, there shall be at least one-half (1/2) of the then serving Board members present. If a majority vote is required, then over one-half (1/2) of the then serving Board members must vote in the affirmative for the motion to pass. If a two-thirds (2/3) majority vote is required, then two-thirds (2/3) of the then serving Board members must vote in the affirmative for a motion to pass.

Regular Members: For a Quorum at any official meeting of the Regular Members, there shall be at least 20% of the Member Units present. If a majority vote is required, then over one-half (1/2) of the Member Units present must vote in the affirmative for the motion to pass. If a two-thirds (2/3) majority vote is required, then two-thirds (2/3) of the Member Units present must vote in the affirmative for a motion to pass.

ARTICLE II. OFFICES

The principal office of the Corporation in the State of Wyoming shall be located in the City of Powell, County of Park. The Corporation may have such other offices either within or without the State of Wyoming as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

The Corporation shall have and continuously maintain in the State of Wyoming a registered office and a registered agent whose office is identical with such registered office as required by the laws of the State of Wyoming relating to non-profit Corporations. The registered office may be, but need not be, identical with the principal office in the State of Wyoming and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE III. MEMBERS

Section 1. Classes of Members: The Corporation shall have two classes of members. The designation of such classes and the qualifications and rights of the members of such class shall be as follows:

Regular Members: Persons who are interested in the development and use

of facilities for boating and the development of boating activities and safety shall be eligible for regular membership. Regular Members are elected into membership as a Member Unit by a two/thirds (2/3) vote of the then serving Board of Directors, pay annual dues, and, when available, may lease a trailer lot and/or a boat slip at the Boat Club.

Honorary Members: By a two/thirds (2/3) vote of the then serving Board of Directors an honorary membership may be given to any person who provides extraordinary service to the Boat Club. Honorary members may not lease trailer lots, have a boat slip or have voting privileges unless they are also a Regular Member of the Boat Club.

Section 2. Election of Members: Member Units shall be elected by the Board of Directors. An affirmative vote of two-thirds (2/3) of the Board shall be required for election. All persons who are members of the Big Horn Basin Boat Club, an unincorporated association, at the time of the incorporation of this Corporation, shall be initial members.

Section 3. Voting Rights: Each Member Unit present at an annual, regular, or special meeting shall be entitled to two votes on each matter submitted to a vote of the members.

Section 4. Termination of Membership: The Board of Directors by affirmative vote of two-thirds (2/3) of all of the then serving members of the Board may suspend or expel a member for cause after an appropriate hearing and may, by majority vote of those present at any regularly constituted meeting, terminate membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues, assessments, or other charges for the period fixed by these Bylaws.

Section 5. Resignation: Any member may resign by filing a written resignation with the secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

Section 6. Reinstatement: Any person who has resigned, whose membership has been terminated, or who has been suspended or expelled as a member, may be reinstated by the affirmative vote of two-thirds (2/3) of the members of the then serving Board of Directors, upon such terms as the Board may deem appropriate. A new application shall be required.

Section 7. Transfer of Membership: Membership in this Corporation is not transferable or assignable.

ARTICLE IV. MEETINGS OF MEMBERS

Section 1. Annual Meetings: An annual meeting of the members shall be held on the first Friday in the month of August in each year for the purpose of electing Directors and Officers and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wyoming, such meeting shall be held on the next succeeding business day. If the election of Directors and Officers cannot be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.

Section 2. Special Meetings: Special meetings of the members may be called by the Commodore, Board of Directors, or not less than a one-tenth of the Member Units having voting rights.

Section 3. Place of Meeting: The Board of Directors may designate any place within the Big Horn Basin, State of Wyoming, as the place for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Wyoming; but if all of the members shall meet at any time and place either within or without the State of Wyoming and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.

Section 4. Notice of Meetings: Written or printed notice stating the place, day and hour of any meeting of members shall be delivered either personally or by mail to each member entitled to vote at such meeting not less than five (5) nor more than thirty (30) days before the date of such meeting by or at the direction of the Commodore or Secretary, or the Officers or persons calling the meeting. In case of a special meeting, or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of meeting shall be deemed to be delivered when deposited in the United States Mail, addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid.

Section 5. Regular Meetings: Regular meetings of the members shall be held without other notice than this Bylaw on the first Friday of May, June, July, September and October at a time and place as may from time to time be designated by resolution of the members.

Section 6. Informal Action by Members: Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 7. Improper Motions: Any motion brought before any annual, regular, or special meeting of the members shall be sent to the Board of Directors for a review before any action is taken if the Board has not first reviewed the content of the motion. To perform this procedure, a member must first respectfully obtain the floor and state, “I make the point of order that the motion on the floor is improper due to the fact it has not been first reviewed by the Board of Directors.” At this point, the motion shall be sent to the Board of Directors for a review. The motion shall be reviewed by the Board of Directors at their next meeting.

Section 8. Quorum Required: A quorum is required for the transaction of business at any meeting. If a quorum is not present at any meeting of the members, the meeting shall not be Called to Order. The majority of the members present may reschedule a meeting from time to time without further notice provided the absent members are notified.

ARTICLE V. BOARD OF DIRECTORS

Section 1. General Powers: The affairs of the Corporation shall be managed by the Board of Directors. The members, that comprise the Board of Directors, shall be regular members of the Corporation.

Section 2. Number, Tenure, and Qualifications: The number of regular members comprising the Board shall be seven (7). The Board of Directors shall consist of the four elected Officers of the Corporation and three additional elected Directors. The Board members shall be elected at the annual meeting and shall hold office from the adjournment of the annual meeting at which elected until the first Friday in September of the following year and until their successor shall have been elected and qualified. One Director shall be elected at each annual meeting of the members for a term of three years from the date of the annual meeting at which elected and until the first Friday of September of the third following year and until his successor shall have been elected and qualified. The October Board meeting shall be a combined meeting of both outgoing and newly elected Board members.

Section 3. Regular Meetings: The regular meetings of the Board of Directors shall be held without other notice than this Bylaw on the first Friday of May, June, July, August, September, and October of each year at the same places as the annual meeting of the members, unless otherwise provided by notice given as provided in Section 5 of Article V. The Board may provide by resolution the time and place either within or without the State of Wyoming for holding of additional meetings of the Board without other notice than such resolution.

Section 4. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the Commodore, or any three Board members. The person or persons authorized to call a special meeting of the Board may fix any place, either within or without the Big Horn Basin, Wyoming as the place for holding any special meeting.

Section 5. Notice: Notice of any special meeting of the Board of Directors shall be given at least four (4) days previously thereto by written notice delivered personally or sent by mail or telegraph to each Board member at his/her address as shown by the records of Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed with the postage thereon prepaid. Any Board member may waive notice of any meeting. The attendance of a Board member at any meeting shall constitute a waiver of notice of such meeting, except where a Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless required by law or by these Bylaws.

Section 6. Quorum Required: A quorum is required for the transaction of business at any meeting of said Board; but if less than a quorum of the Board of Directors are present at said meeting the meeting shall not be Called to Order. A majority of the Board members present may reschedule the meeting from time to time without further notice provided the absent members are notified.

Section 7. Manner of Acting: The act of a majority of the then serving Board at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

Section 8. Vacancies: Any vacancy occurring in the Board of Directors or any position to be filled by reason of an increase in the number of Board members shall be filled by the Board of Directors. A Board member elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.

Section 9. Compensation: No Board member shall be paid or receive directly or indirectly any profit or pecuniary advantage, but by resolution of the Board, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Board member from serving the Corporation in any other capacity and receiving compensation therefore.

Section 10. Informal Action by the Board of Directors: Any action required by law to be taken at a meeting of the Board or any action which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the then serving members of the Board.

ARTICLE VI. OFFICERS

Section 1. Officers: The officers of the Corporation shall be a Commodore, a Rear Commodore, a Secretary, and a Treasurer. The outgoing Commodore automatically becomes a Rear Commodore. The Board of Directors may appoint such other Assistant Officers or Assistant Directors, including one or more Assistant Secretaries, and one or more Assistant Treasurers as it shall deem desirable. Such Assistant Officers and Assistant Directors have the authority to perform the duties prescribed from time to time by the Board of Directors. Any Assistant Officer or Assistant Director shall not have voting privileges on the Board. Any two or more offices may be held by the same person, except the offices of Commodore and Secretary. Each Officer or Director is entitled to only one vote even though he/she may hold more than one office.

Section 2. Election and Term of Office: The Officers of the Corporation shall be elected annually by the members at the annual meeting of the members. The term of office for the Commodore shall be two years. The Commodore shall not serve more than two consecutive terms. The terms of office for the Treasurer and Secretary shall be two years with the Treasure elected in odd calendar years and the Secretary elected in even calendar years. A nominating committee shall be appointed by the Board of Directors as allowed in Article VII. Section 1. Written notice will be sent to all members in advance of the July meeting, notifying members of upcoming elections and listing committee members. Any member wanting their name on the ballot to run for an office, must notify the nominating committee in writing by August 15th July 15th. Nominations will also be taken from the floor at the annual meeting and will be considered as write in candidates on the ballot. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New Offices may be created and filled at any meeting of the Board. Each Officer shall hold office until his successor shall have been duly elected and qualified.

Section 3. Removal: Any Officer or Director elected by the members or appointed by the Board of Directors may be removed by the Board whenever, in its judgment, the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer or Director removed. In addition, a member or members may submit a petition to the Board for the removal of a member of the Board if the petition is signed by a quorum of the Member Units.

Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Commodore: The Commodore shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. He/She shall preside at all meetings of the members and of the Board of Directors. He/She may sign, with the Secretary, or any other proper Officer of the Corporation authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, excepting cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by statute to some other Officer or agent of the Corporation. In general, he/she shall perform all the duties incident to the office of Commodore and such other duties as may be prescribed by the Board from time to time.

Section 6. Rear Commodore: In the absence of the Commodore, or in the event of his inability or refusal to act, the Rear Commodore shall perform the duties of the Commodore, and when so acting shall have all the powers of and be subject to all the restrictions upon the Commodore. Any Rear Commodore shall perform such other duties as from time to time may be assigned to him/her by the Commodore or by the Board of Directors.

Section 7. Treasurer: If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with sureties as the Board shall determine. He/She shall have charge and custody of, and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws; and in general perform all the duties incident to the office of Treasure and such other duties as from time to time may be assigned to him/her by the Commodore or by the Board.

Section 8. Secretary: The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; post the minutes of the meetings of the Board and members in a common place; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provision of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by the member; and in general perform all duties as from time to time may be assigned to him/her by the Commodore or the Board.

Section 9. Other Officers: Any other officers of the Corporation shall, in general, perform such duties as shall be assigned to them by the Commodore or the Board of Directors.

ARTICLE VII. COMMITTEES

Section 1. Committees of Members: Committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Board at a meeting at which there is a quorum. Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation and the Commodore of the Corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.

Section 2. Term of Office: Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee and such member shall cease to qualify as a member thereof.

Section 3. Chairman: One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 4. Vacancies: The vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointments

Section 5. Quorum: Unless otherwise provided in the resolution of the Board of

Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members on the committee shall be the act of the committee.

ARTICLE VIII. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1. Expenditures: All expenditures of Boat Club funds, with the exception of monthly maintenance and/or expenditures required for emergency, health or safety reasons, will be submitted to the members by the Board of Directors in the form of an annual budget at the first meeting in May of each year to be approved by a majority vote of the members units present.

Section 2. Contracts: The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc.: All checks, drafts or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall require two signatures and be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by the Board of Directors. Such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the Commodore or Rear Commodore of the Corporation or any other member of the Board as shall from time to time be determined by the Board.

Section 4. Deposits: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in banks, trust companies or other depositories as the Board of Directors may select.

Section 5. Gifts: The Board of Directors may accept on behalf of the Corporation, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

ARTICLE IX. CERTIFICATES OF MEMBERSHIP

Section 1. Certificates of Membership: The Board of Directors may provide for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the Commodore or Rear Commodore and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates evidencing membership of any class shall be consecutively

numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board may determine.

Section 2. Issuance of Certificates: When a proposed Member Unit has been elected to

membership and has paid any initiation fee, and dues that may then be required, a certificate of membership shall be issued in his name and delivered to him/her by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership.

ARTICLE X. BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account, keep minutes of the proceedings of its members and Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member or his attorney or agent for any proper purpose at any reasonable time.

ARTICLE XI. FISCAL YEAR.

The fiscal year shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XII. DUES AND FEES.

Section 1. Annual Dues and Fees: The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues and fees payable to the Corporation by each Member Unit.

Section 2. Payment of Dues and Fees: Dues and fees shall be payable thirty (30) days after the receipt of the dues and/or fees statement each fiscal year.

Section 3. Default and Termination of Membership: When any member shall be in default in the payment of any dues or fees after sixty (60) days from the date of issuance of the dues and/or fees statement of the fiscal year or period for which such dues or fees become payable, his/her membership may thereupon be terminated by the Board of Directors in the manner provided by these Bylaws.

Section 4. Increase in Federal and/or State Lease Fees: When there is an increase in Federal and/or State Lease Fees, both the Lessees and Member Units shall share in the increase of the lease fees. Two-thirds (2/3) of the increase shall be paid by the Lessees and one-third (1/3) by the Member Units.

ARTICLE XIII. SEAL.

The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the words “Corporate Seal, Big Horn Basin Boat Club, Wyoming.”

ARTICLE XIV. WAIVER OF NOTICE.

Whenever any notice is required to be given under the provisions of the laws of the State of Wyoming or under the provisions of the Articles of Incorporation or Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time started therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XV. AMENDMENTS TO THE BYLAWS.

These Bylaws or the Standing Rules may be altered, amended or repealed and new Bylaws or Standing Rules may be adopted by a two/thirds (2/3) affirmative vote of the then serving Board of Directors and a two/thirds (2/3) affirmative vote of the Member Units present at any annual, regular, or special meeting that has a quorum, if at least five (5) days written notice is given of the intention to alter, amend or repeal, or to adopt new Bylaws or Standing Rules at such meeting.

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PASSED AND ADOPTED THIS 21 DAY OF APRIL, 1966

REVISED AND ADOPTED OCTOBER 2, 1980

UPDATED FEB. 1985

UPDATED AND APPROVED THIS 9TH DAY OF JULY, 1993

REVISED AND ADOPTED THIS 7th DAY OF MAY, 1999

REVISED AND ADOPTED THIS 9th DAY OF JULY, 2010

REVISED AND ADOPTED THIS 6thDAY OF JUNE, 2015

REVISED AND ADOPTED THIS 6th DAY OF OCTOBER, 2017

PASSED, APPROVED AND ADOPTED BY

THE BOARD OF DIRECTORS AND MEMBERS OF THE BIG HORN BASIN BOAT CLUB

Commodore: Duane Fish

Rear Commodore: KC Dunn

Treasurer: Sherry Brown

Secretary: Mary Crow

Director: Yogi Kobbe

Director: Lonnie Berett

Director: Gayle Dustin

October 6, 2017 (Passed by the Board of Directors and Membership)