The Moorings Boat Owners Club, Inc

THE MOORINGS BOAT OWNERS CLUB, INC.

BYLAWS

AMENDED MARCH 25, 2017

ARTICLE I

PURPOSE

The Moorings Boat Owners Club, Inc. (“MBOC”) is formed exclusively for the pleasure and recreation of its members, as contemplated by Section 501(c)(7) of the Internal Revenue Code of 1986, as amended. More specifically, purposes of MBOC include: construct, own, maintain and operate a boat dock facility (the “Dock Facility”) exclusively for the benefit of its members.

ARTICLE II

MEMBERS

Section 1. Eligibility. In order to be eligible for membership, an individual must meet the following conditions:

1. Must be a current owner of property in the condominium development known as The Moorings in Clarksville, Virginia or have a bona fide contract to purchase a unit.
2. Must be the owner of a boat and/or PWC suitable for berthing at the Facility.

Section 2. Membership.

1. MBOC members are entitled to use of the MBOC dock and Facilities. Memberships do not expire but are subject to termination upon (i)termination of ownership of a condominium at the Moorings, (other than as provided in (c) below); (ii)at the request of the member; (iii)termination as a result of failure to comply with MBOC rules at the discretion of the MBOC Board; or (iv) failure to pay annual or special assessments.
2. Upon death of a member, the MBOC membership may be passed to the member’s heirs provided the heirs meet all other criteria for membership. In such event, notice and documentation demonstrating qualification for membership shall be provided to the MBOC Chairman.
3. If a current MBOC member sells his/her Moorings condominium, such member’s MBOC membership must be sold in accordance with the July 2013 Amendment to the September 2005 License Agreement (Section 8) between MBOC and MHOA in the form attached to these Bylaws and upon payment of applicable transfer fee to the MBOC.
4. If a current member desires to sell his/her membership without the sale of their condominium unit it must be sold in accordance with the License Agreement (Section 8) described in Paragraph C above.

Section 3. Inactive Membership

a.If a member sells his/her condominium unit but is unsuccessful in selling their membership then said membership will become inactive. The member will have up to 90 days to remove the boat. The membership will remain inactive until such time as a purchase has been completed.

b.The member will remain accountable for any assessments or unpaid dues until such time as the membership is sold.

Section 4. Membership Conditions

a. Only current residents of The Moorings who own a boat suitable for berthing at the facility (or who have a bona fide contract for the purchase of a boat ) are eligible for membership application.

b. Only boat slip members are permitted to maintain jet ski port (PWC) memberships at the MBOC dock facility. Should the jet port member’s boat slip membership be terminated, the jet ski port membership may be sold to a boat slip member at a price agreeable to both parties. If not sold to a boat slip member, the jet ski port may be removed from the facility by the membership owner. The specific jet port to be removed will be determined by the MBOC Chairman. If not removed within 60 days of the termination of the boat slip membership, ownership of the port will revert to the MBOC; the MBOC board may elect to dispose of it for the benefit of the owner at it’s discretion. The current jet ski port member who does not meet these criteria will be grandfathered until such time as that member removes the jet port or elects to transfer ownership, at which time the foregoing criteria will apply.

Jet ski port memberships are limited to two per boat slip member. Ports will be assigned by the MBOC Chairman with due regard to current assignments and member preferences.

Jet port membership does not constitute a voting membership in the MBOC.

Section 5. Membership Meeting.

a.Annual Meetings. The Annual Meeting of MBOC shall be held in August of each year at a time designed in the notice of meeting.

b.Special Meetings. Special meetings of MBOC may be called by the MBOC Chairman, or upon a resolution by the Board of Directors requesting such a meeting, or at the written request of 25% of the members. No business shall be transacted at a special meeting which is not set forth in the notice of such meeting.

c.Notice for Special Meetings. Written notice stating the place, day and hour of a special meeting, and the purpose or purposes for which the meeting is called, shall be delivered to the members not less than ten (10) nor more than fifty (50) days before the date of the meeting by mail or e-mail. A meeting of the members to act on an amendment of the Articles of Incorporation, Bylaws or Boat Club Rules shall be delivered by mail or e-mail, not less than fifteen (15) nor more than fifty (50) days before the date of the meeting. Any such notice shall be accompanied by a copy of the proposed amendment(s).

Section 6. Fees and Annual Budget.

a. If a membership is terminated the membership will become inactive as per section 3 above except the member will have 10 days the boat from the time they are notified. The MBOC will take over the membership and make a good faith effort to sell the membership at a fair market price. Proceeds of the sale will be remitted to the member less reasonable costs incurred by the MBOC.

b.Deleted

c.Deleted

d.An annual operating budget will be proposed by the Board of Directors and adopted by majority vote at a meeting of the members. Each member by his/her admission to MBOC agrees to be obligated to MBOC for his/her individual share of the MBOC annual budget. Additional operating assessments may be made by majority vote of the members. Assessments for capital improvements require a majority vote of the members. Assessments and contributions to the operating budget from jet port members will be 10% for each jet port of that of a boat owner plus the annual cost of liability insurance associated with each jet ski port.

ARTICLE III

DIRECTORS

Section 1. General Powers. MBOC shall have a Board of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of MBOC managed under the direction of, its Board of Directors, subject to any limitation set forth in the Articles of Incorporation, or these Bylaws.

Section 2. Number. The members shall elect a Board of Directors consisting of the Chairman, Secretary/Treasurer and two other members elected at large. Elections to the board of directors shall be held annually. The board of directors will determine which rights and responsibilities designated herein to the Chairman will be exercised solely by the Chairman and which will require board approval.

Section 3. Appointment and Term. The initial directors are named in the Articles of Incorporation. Additional directors shall be appointed or elected in the manner and for the term set forth herein. No individual shall be appointed or elected without his/her prior consent.

Section 4. Meetings. The Board of Directors may hold regular or special meetings at such place, as may be provided in the notice of the meeting and approved by the MBOC Chairman or the Board of Directors.

Section 5. Notice of Meetings. Notice of meetings of the Board of Directors shall be given to each director not less than twenty-four (24) hours before the meeting, by delivering the same to him/her in person or to his/her residence or business address (or such other place as he/she may have directed in writing) by mail, messenger, telecopier, telegraph, facsimile, electronic mail or other means of written communication or by telephoning such notice to him/her. Any such notice shall set forth the time and place of the meeting.

Section 6. Waiver of Notice. A director may waive any notice required by law, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided in the next paragraph of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.

A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 7. Quorum: Voting. A majority of the number of directors fixed in these Bylaws shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) he/she objects at the beginning of the meeting, or promptly upon his/her arrival, to holding it or transacting specified business at the meeting; or (ii) he/she votes against, or abstains from, the action taken.

Section 8. Telephonic Meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in the meeting by this means is deemed to be present in person at the meeting.

Section 9. Action Without Meeting. Action required or permitted to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action is taken, and including in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section shall be effective when the last director signs the consent unless the consent specifies a different date and states the date of execution by each director, in which event it shall be effective according to the terms of the consent.

ARTICLE IV

OFFICERS

Section 1. Officers. The officers of the Corporation shall be an MBOC Chairman and a Secretary/Treasurer.

Section 2. Election. The members shall elect an MBOC Chairman and Secretary/Treasurer on an annual basis by majority vote. The MBOC Chairman and Secretary/Treasurer will be members of the MBOC Board of Directors. The MBOC Chairman will be responsible for enforcing MBOC rules and regulations. The MBOC Chairman may not be a current member of the MHOA board.

Section 2. Election; Term. Officers shall hold office, unless removed, until their successors are elected. Any officer may resign at any time upon written notice to the Board of Directors, and no acceptance of a resignation shall be necessary to make it effective.

Section 3. Removal of Officers. The members may remove any officer at any time, with or without cause, by majority vote.

Section 4. Duties of Officers. Officers of the Corporation shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be delegated to them from time to time by the Board of Directors.

ARTICLE V

THE MOORINGS BOAT OWNERS CLUB RULES

Section 1. Rules. The members of MBOC adopt The Mooring Boat Owners Club Rules in the form attached to these Bylaws.

Section 2. Amendment of Rules. The Rules may be amended from time to time by a majority vote at a meeting of the Members.

Section 3. Enforcement. The MBOC Board shall enforce the Rules and shall have the power to suspend or terminate a membership in the case of a violation of the Rules. The member commiting the violation is to notified in writing of the intention of the Board to suspend or terminate. Within 30 days the member has the right to meet with the full Board to discuss and present information for the Board’s consideration. Within 30 days of the aforementioned meeting the Board will meet to consider the appropriate action. The action will require a majority vote of all four board members. The member must be notified in writing of the action taken by the Board.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 1. Corporate Seal. The corporate seal of MBOC shall be circular and shall inscribed thereon, within and around the circumference, “THE MOORINGS BOAT OWNERS CLUB, INC.” In the center shall be the word “SEAL.”

Section 2. Fiscal Year. The fiscal year of MBOC shall be determined at the discretion of the Board of Directors, but in the absence of any such determination it shall be from July 1 to June 30.

Section 3. Interpretation. For the purpose of construing these Bylaws, unless the context indicates otherwise, words in the singular number shall be deemed to include words in the plural and vice versa, and words in one gender shall be deemed to include words in other genders.

Section 4. Amendments. These Bylaws may be amended or repealed, and new Bylaws may be made at any meeting of the members called for such purpose.

Section 5. Accounting. The accounting for the MBOC shall be the cash basis of

accounting.

Section 6. Annual Audit. The Board of Directors shall request an annual audit of the books and records of the MBOC which will be presented to the membership at the annual meeting. This audit may be conducted by a qualified member or members appointed by the board or an outside audit firm.

Section 7.Joint Dock Committee. The Board of Directors shall appoint, by

majority vote, two members to serve on the Joint Dock Committee set forth in the September,

2005 License Agreement between MBOC and MHOA. The term of the appointment shall be as

determined by the Board.

ARTICLE VII

CONFLICTS OF INTEREST AND DISCLOSURE

Section 1. Conflicts of Interest Policy. No contract or other transaction between MBOC and one or more of its officers or directors, or in which one or more of its officers or directors is interested, and no contract or other transaction between MBOC and any other corporation, firm, association, or entity in which one or more of MBOC’s officers or directors are interested, shall be either void or voidable because any such officer or director is present at a meeting of the Board of Directors, a meeting of the member or a meeting of a committee of the Board of Directors, or is counted for such purpose; provide that the material facts of such relationship or interest of each such officer or directors are disclosed at the meeting of the Board of Directors, the member or a committee of the Board of Directors which authorizes, approves, or ratifies such contract or transaction by a vote sufficient for the purpose without counting the vote of any such interested officer or director.

Section 2. Disclosure. Any officer or member of the Board of Directors and any employee of MBOC having any interest in any contract or other transaction to which MBOC is a party, or having any interest in any other corporation, firm, association, or entity which is a party to any contract or other transaction to which MBOC is a party, shall immediately disclose such interest to the Board of Directors of MBOC.

Date:September, 2005

Filename: BylawsMBOCSeptember2005

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