AMENDED BYLAWS OF

SPINDRIFT SAILING CLUB, LTD.

The following are the bylaws of Spindrift Sailing Club, Ltd., amended by the Board of Directors (“Board”) and adopted at the meeting of the Board held March 17, 2007, as the sole and existing bylaws of Spindrift Sailing Club, Ltd.

ARTICLE I

Section 1. The name of this organization shall be SPINDRIFT SAILING CLUB, LTD. (hereinafter the “Club”). The Club was incorporated under the laws of the State of Oklahoma on the 15th day of April, 1976 as a non-profit corporation.

Section 2. The purpose of this organization shall be to encourage the pursuit of sailing as a recreational activity and competitive sport.

ARTICLE II

Burgee Description

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ARTICLE III

Membership

Section 1. All application for membership, together with all fees, shall be submitted to the Board for Approval. If the applicant is approved by a majority of the Board, the applicant shall be admitted to membership.

Section 2. There shall be two (2) classes of membership, to-wit:

REGULAR MEMBERSHIPS- shall include all persons admitted to membership other than the other classes herein described. Regular Members have full voting rights and other rights and privileges of membership to include participation in Club social activities, the right to fly the Club burgee, and the right to participate in the Club racing program and be eligible for trophies. Such membership shall include spouse and unmarried children under age 23 who are members of the household.

HONORARY MEMBERS- May be granted only in unusual and limited instances to individuals who, in the unanimous opinion of the Board and approved by three-fourths (3/4) majority of all active members of the Club, have made an exceptional and outstanding contribution to the Club, the community and sailing fraternity. Such membership will be for a designated period of time and no dues will be payable. Honorable Members shall enjoy all rights and privileges of Regular Member.

ARTICLE IV

One Design Fleets

Fleets of boats meeting the criteria of their respective national governing bodies may exist within the Club. Club members meeting the membership requirements of a fleet shall be members of that fleet. Fleet activities involving Club facilities must have prior approval of the Club Board. One member of each fleet will represent that fleet on the Club board as a full Board Member.

ARTICLE V

Collection of Dues and Fees

Section 1. All annual dues are payable by March 1, and must be paid before involvement in any club activities. Any person seeking membership after July 31st of any given years shall pay sixty percent (60%) of the annual dues. Persons seeking membership after October 1st shall pay the following years dues in advance as the requirements for the current years dues.

Section 2. Annual dues for regular membership shall be determined by the Board for a two-thirds majority.

Section 3. Membership dues or other fees are non-refundable after an application for membership has been acted upon and approved by the Board.

Section 4. A member in arrears for dues or other indebtedness of more than sixty (60) days shall forfeit his membership right in the club and shall not be again entitled to such membership rights until readmitted by the Board.

Section 5. Fees for special events may be collected and earmarked. Fees and other funds collected for specific fleet activities shall only be released with the approval of the fleet in accordance with the fleet bylaws.

ARTICLE VI

Fiscal Year

The fiscal year of the Club will be from January 1 to December 31, both dates inclusive.

ARTICLE VII

Quorum

Section 1. Two-thirds (2/3rds) of the members of the Board shall constitute a quorum for any Board meeting.

Section 2. A simple majority of the qualified voting membership (present or represented by proxy) shall constitute a quorum for the conduct of club business at any general meeting, annual meeting, election of officers or other election. A proxy vote shall be submitted to the Commodore, Vice Commodore or club Secretary and may be revoked if the member attends the meeting.

ARTICLE VII

Amendments

Section 1. Amendments to these bylaws may be proposed at a regularly scheduled meeting of the Board of Directors, but may only be adopted by the Board at a subsequent meeting thereof. In the interim, the proposed amendment shall be mailed to the membership at least twenty (20) days prior to the vote on its adoption, or by posting on the official Club website.

Section 2. A majority of the members may also alter, amend, or adopt new bylaws at any annual or special meeting properly called. However, such bylaw revision shall be submitted in writing to the club Secretary at least thirty (30) days prior to the meeting and shall be mailed to the membership at least twenty (20) days prior to the annual or special meeting, or posted on the official Club website.

Section 3. The membership shall be notified of all amendments within thirty (30) days after adoption by the Board, either by mail or by posting on the official Club website.

ARTICLE VII

Officers

Section 1. The officers of the club shall consist of the Commodore, Vice Commodore of Training, Vice Commodore of Racing, Rear Commodore, Secretary, and Treasurer, Fleet Handicapper and the immediate Past Commodore. The offices of Secretary and Treasurer may be held by one and the same person.

Section 2. The Commodore is responsible for the welfare of the club; he/she shall preside at all meetings of the club at which he/she is present. He/She shall be Chairman of the Board of Directors. He/She shall appoint such other committees as are requires and will be ex-official members of all such committees.

Section 3. The Vice Commodore of Training shall be responsible for the organization of youth and adult training sessions. He/She shall assume the office and title of Commodore in the event of vacancy from any cause of that office, and shall assume the duties of Commodore in the event of a temporary absence of disability of the latter. He/She shall be a member of the Board of Directors.

Section 4. The Vice Commodore of Racing shall be responsible for general coordination and planning of the club racing schedule and special club races, the preparation of sailing instructions, and also make arrangements for the procurement of racing trophies. He/She shall, with the approval of the Board, appoint a Race Committee Chairman (if other than himself/herself) and Protest Committee Chairman (Chief Protest Judge) and shall supervise their activities. He/She shall appoint a Fleet Handicapper when a vacancy occurs in that office upon the approval of the Board. He/She shall assume the duties of the vice Commodore of Training in the event of the temporary absence or disability of the latter until a new Vice Commodore of Training is elected and qualified. He/She shall be a member of the Board.

Section 5. The Rear Commodore shall be responsible for the organization, promotion and publishing of periodic social events. He/She shall be responsible for the scheduling activities for the club and use of club facilities.

Section 6. The Secretary shall keep minutes of all club meetings, permanent records of all club activities, and conduct all club correspondence. On April 1st of each year, he/she will compile and distribute to all members a complete list of active members as of that date. He/She will report, at the annual meeting next following he/her election, on the club activities during the preceding year. He/She shall be a member of the Board.

Section 7. The Treasurer shall be responsible for the collection of all dues and any other monies due to the club. He/She will disburse club funds in payment of properly authorized club indebtedness at the direction of the Commodore, except that all expenditures in excess of $200.00 shall have prior approval of the Board. At the annual meeting following his/her election, he/she will distribute to all members an itemized statement of receipts and expenditure covering the fiscal year. Records shall be kept up to date at all times. He/She shall be a member of the Board.

Section 8. Immediate Past Commodore shall be a member of the Board.

Section 9. In the event the office of Secretary and the Office of the Treasurer shall be combined in one office, Director at large shall be a member of the Board.

ARTICLE IX

Election of Officers

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