BY-LAWS OF THE PENNSYLVANIA BOATING ASSOCIATION, INC WITH AMENDMENTS

ADOPTED MAY, 1999

PREAMBLE

We, the citizens of the Commonwealth of Pennsylvania, associate ourselves as a non-profit organization, for the following purposes:

1.   To sponsor and promote programs that (a) educate the boating public on safe boating and related activities; (b) disseminate current boating laws and regulations; (c) advocate the conservation of water resources; (d) promote other matters, as deemed necessary, pertaining to the public use of the waterways of the Commonwealth.

2.   To protect boating interests and encourage the development of safe recreational boating in the Commonwealth.

3.   To make recommendations concerning proposed and current legislation, regulations and administration issues pertaining to recreational boating.

4.   To keep boaters and boating groups informed with the facts concerning current and proposed legislation, regulation and administration, and all matters effecting their interests.

5.   To monitor legislative actions (current/proposed) of the Commonwealth legislature to ensure that revenues derived from Pennsylvania boaters be used solely to promote the safety and enjoyment of the recreational boating public of the Commonwealth.

6.   To strive for unity among all boaters of the Commonwealth of Pennsylvania in matters effecting their interests.

ARTICLE I NAME AND LOCATION

Section 1. The name of this corporation shall be "Pennsylvania Boating Association," hereinafter called the Association.

Section 2. The location of the principal office of the Association shall be at such places as shall, time to time, be designated by the Board of Directors, herein after called the Board.

ARTICLE II MEMBERSHIP

Section 1. There shall be six (6) classes of membership including: individual, life, club, dealer, associate, and honorary.

Section 2. Any private individual interested in supporting and promoting the objectives of this association shall be eligible for individual or life membership.

Section 3. Any bonafide boat club, yacht club, canoe club or other such private non-profit boating organization interested in supporting and promoting the objectives of this association shall be eligible for club membership.

Section 4. Any marine dealer, distributor of marine equipment, or similar organizations interested in supporting and promoting the objectives of this association shall be eligible for dealer membership.

Section 5. Any boat manufacturer or trade association(s) who are interested in supporting and promoting the objectives of the association shall be eligible for associate membership.

Section 6. Any individual who has demonstrated outstanding interests/activity(ies) in supporting and promoting the objectives of this association shall be eligible for honorary membership.

ARTICLE III DUES

Section 1. Annual membership dues shall be determined by first announcing proposed changes in the annual membership meeting notice sent to all members, then by recommendation of the Board to the membership at the meeting and acted upon by a majority vote of those present.

Section 2. The annual dues shall be due and payable the first (I st) of January or upon notification by the financial secretary on each successive year; in the event any member fails to pay dues in that current year; such member shall be removed from the active rolls of this association should there be no response from the delinquent member after two successive years of non-payment of dues.

Section 3. Honorary members shall pay dues at the discretion of the directors. Each honorary member shall be elected by a majority of directors present and voting at any regular or special meeting of the board, provided, that notice of such individual shall have been circulated in writing by the secretary to all directors in conjunction with the required written notice of the directors meeting at which the election would take place.

Section 4. Any individual who makes a one time payment (amount set by the directors at an annual meeting and due notice given) shall be designated a lifetime member of the association. Said member shall be provided with an appropriate symbol of this class of membership; as determined by the directors.

ARTICLE IV OFFICERS

Section 1. The officers of this Association shall be: President, Vice President, Secretary, Legislative Secretary, Financial Secretary, and Treasurer.

ARTICLE V DUTIES OF OFFICERS

Section 1. The president shall be the chief executive officer (CEO) of this Association; shall preside at all meetings of the membership and directors; shall have general and active management of the Association; shall see that all orders and resolutions of the board of directors are carried out; shall execute all bonds, mortgages, and all contracts of the Association which have been authorized by the Board; shall direct affixing the corporate seal thereto; shall have general superintendence and direction of all other officers of this Association and see that their duties are properly performed; shall submit a report of the operation of the Association for the fiscal year to the Board and members at the annual meeting and shall report promptly to the Board all matters within his/her knowledge that may effect this Association; shall be an ex-officio member of all committees; shall have the power and duties usually vested in the office of the president of a corporation; and shall appoint all committees except as herein otherwise provided.

Section 2. The vice president shall assist the president in the management of the association; shall conduct meetings in the absence of the president.

Section 3. The legislative secretary shall review new and/or pertinent laws/regulations related to the objectives of the association to determine relevance; shall report items of interest to Board; and shall recommend appropriate action. The legislative secretary may be a specific individual or the activities may be assigned to an already existing position, e.g., vice president.

Section 4. The secretary shall attend all meetings of the association and act as clerk thereof, shall keep directors' attendance records; shall record all votes and minutes of all proceedings in a book to be kept for that purpose, copies of which shall be sent no later than 60 days after the meeting to all officers and directors; shall cause notices of all meetings (dates/places) be sent to the Board and to the membership; shall perform such other duties as may be prescribed by the Board or the president under whose supervision the secretary shall be; and shall be the custodian of all the books and records of this association, except as may be otherwise provided. The secretary shall communicate Board decisions to appropriate legislative body or association(s); etc., or as directed by the president and/or Board.

Section 5. The financial secretary shall assist the treasurer; shall collect and deposit all dues and contributions, depositing them in the name of the association in a depository designated by the Board; shall account for the same to the treasurer, and reconcile the balances with receipts and keep the official membership roll, reporting delinquent members to the Board; shall have custody of the corporate seal, and be authorized to use the seal for certification of membership and as the president may direct; and shall provide the Board with an accurate, complete report at the association's, annual membership and directors' meetings.

Section 6. The treasurer shall have charge of the funds of this association; shall pay all vouchers or orders properly attested by the officers and directors; and shall make a complete and accurate report of the finances of this association at each annual meeting of members, directors' meetings, and at any other time upon request by the Board.

ARTICLE VI THE BOARD OF DIRECTORS

Section 1. The Board shall consist of all the officers of this Association as set forth in Article IV, Section 1, and not more than fourteen (14) other members elected by the membership by majority vote, making a number not to exceed nineteen (19) on the Board.

Section 2. The Board shall be composed of individual or life members representing various boating areas of the Commonwealth of Pennsylvania.

ARTICLE VII DUTIES AND POWER OF THE BOARD OF DIRECTORS

Section 1. The property and business of this association shall be managed by the Board.

Section 2. The Board shall cause the books, accounts, and records of this association to be competently audited each year prior to the general membership meeting. Such audits may be done by an auditing committee of this association, or an accountant or other person or persons designated by the Board. Members of this association may, at the discretion of the board of directors, inspect such books, accounts and records of this association at such reasonable times as the Board may by resolution designate.

Section 3. In addition to the general powers of the Board by virtue of their office, the power and authority expressly given by law, by terms of the charter of this association, and elsewhere in these by-laws, the following specific power expressly conferred on the Board; to purchase or otherwise acquire for this association any property, right or privilege which it is authorized to acquire at such price or consideration, and upon such terms as the Board deems expedient to appoint agents; to determine their duties and affix their salaries; to determine who shall be authorized on behalf of this association to sign bills, notices, receipts, acceptances, endorsements, checks, releases, contracts, and any other instruments; to delegate any of the power of the Board of directors to any standing committee, special committee, or to any officer or agent of this association, with such power as the Board may grant; generally to do all such lawful acts as are not by law, or by charter, or by these by-laws directed or required to be done by the members.

Section 4. The Board may require officers to be bonded.

Section 5. The Board shall appoint an editor to compose and a publisher to have the association's official publication and news bulletins as determined by the Board printed and mailed, to the membership of record.

ARTICLE VIII NOMINATIONS, ELECTIONS AND TERMS OF OFFICE

Section 1. Nominations and elections for members of the Board shall be held at the annual membership meeting.

Section 2. The Board shall elect the officers, as set forth in Article IV, at the directors' meeting immediately following the annual membership meeting.

Section 3. The term of office for all officers shall be one (1) year.

Section 4. The term of office for all directors shall be three (3) years; except for directors filling unexpired terms.

Section 5. The number of directors to be elected in any one year, shall be the nearest whole number to one-third (1/3) of the total number of directors.

Section 6. In the event that the position of an officer or member of the Board shall become vacant, the remaining members of the Board shall fill such vacancy for the unexpired term at the next meeting of the Board.

Section 7. A simple majority vote of the members present and voting shall be required to elect a member to the Board; and a simple majority of the members of the board present and voting shall be required to elect officers of this association.

Section 8. The ballot for the election for the members of the Board for office in this association shall be by show of hands, or by a closed written ballot upon request of a simple majority of those present and voting.

Section 9. Any individual or life member in good standing, shall be eligible to hold office in this association, either as an officer or a member of the Board.

ARTICLE IX MEETINGS

Section 1. A general membership (annual) meeting shall be held during the second quarter of each year.

Section 2. The Board shall meet at least two (2) times each year, one such meeting to coincide with the annual membership meeting. The directors' meetings shall be set by the president giving 30 days notice.

Section 3. Special meetings of the general membership may be called by the president at such times as he may deem necessary; or upon written request signed by one third (1/3) of the Board; or written request signed by at least fifty (50) members of this association.

Section 4. The attendance of the directors shall be recorded by the secretary. The term of a director(s) missing three (3) consecutive meetings shall "expire' at the conclusion of the third missed meeting and the directors shall appoint a director to fill the unexpired term, if any. The secretary shall contact the director(s) who miss two (2) consecutive meetings indicating that their term of office will expire should they miss the next meeting. Directors may be excused from a meeting by contacting the president either personally or via another director.

ARTICLE X QUORUM

Section 1. A quorum for the purpose of holding any meeting of the general membership shall be at least twelve (12) members.

Section 2. A quorum for the purpose of holding any meetings of the board of directors shall be seven (7) members of the Board.

ARTICLE XI NOTICES

Section 1. Notices of all meetings, regular or special, shall be in writing and sent by mail to each member or director as the case may be; at the latest official address as 'corded in the books of this association, as maintained by the financial secretary. For the purposes of this section, publication in the association newsletter shall constitute proper notice,

Section 2. Each member of the association shall be given a minimum thirty (30) days notice of any meetings, and each director shall receive a minimum of thirty (30) days notice of a regular or special directors' meeting.

ARTICLE XII VOTING

Section 1. Each individual or life member in good standing shall be entitled to one (1) vote on all matters considered at my membership (annual) meeting of the association.

Section 2. Each member/club/group shall be entitled to one (1) vote on all matters considered at any general membership meeting cast by a club delegate attending the association's meeting, who shall vote for the group/club. This delegate shall be designated by the group/club at the time it is accepted for membership, and the name of the delegate shall be carried as such on the group's/club's membership record. A club may change it's delegate or appoint an alternate by written notification to this association's secretary.

Section 3. Dealer memberships are not eligible to vote at any association meeting, but may vote as an individual having met the requirements of section I of this article.

Section 4. Associate members are not eligible to vote.

Section 5. A simple majority of eligible members present shall be required to pass any motion at a meeting of the general membership or the Board.

Section 6. Any member in arrears of his/her annual dues for the current year shall not have the right to vote or hold office.

Section 7. There shall be no voting by proxy at any meeting of the association.

Section 8. In order to expedite business, the Board may be polled by mail, and votes tabulated by the secretary on matters initiated by the president, such tabulations then become record of the secretary and shall be reported to the president.

ARTICLE XIII ASSOCIATION SEAL

Section 1. The association shall have a seal, upon which shall be inscribed the name of the association, the year of its creation, and the words "Incorporated Commonwealth of Pennsylvania."

ARTICLE XIV CHAPTERS OR REGIONAL ORGANIZATIONS

Section 1. Members of the Pennsylvania Boating Association, Inc., associated with a boating center or region of the Commonwealth may form a chapter or regional organization for the same purpose as the parent body of this association. Upon approval of its proposed by-laws, the directors may grant chapter status to the regional organization.

Section 2. Activities of the regional organization(s) shall be reported to the officers and members of the association at each membership and directors' meeting.

Section 3. Regional organizations shall be independently structured and financed.

Section 4. Such chapter status may be withdrawn by a majority vote of the directors upon thirty (30) days written notice to all members of the regional organization. The regional organization may likewise withdraw its chapter status voluntarily by giving thirty (30) days notice to the statewide association, together with a full and final accounting of all its activities and funds.

ARTICLE XV AMENDMENTS

Section 1. The members of this association may, by majority vote of the members present and voting, at any annual or special meeting, called for this purpose, alter, amend, suspend, or annul these by-laws. Such action must be proposed in writing and endorsed by at least fifty (50) members of the association. Such amendment, suspension, or annulment shall be proposed in writing to the membership by publication in the newsletter at least three months in advance of such meeting.

ARTICLE XVI DISSOLUTION

Section 1. Upon dissolution of this corporation, the then existing Board after having paid all outstanding debts of this association shall distribute remaining surplus funds to the National Boating Federation under Section 501 (C) of the U.S. Revenue Code 8.