BYLAWS OF YACHT BROKERS ASSOCIATION OF AMERICA, INC.

As amended January 19, 2006

ARTICLE 1
NAME, PURPOSES AND POWERS

SECTION 1.1 Name of Corporation. The name of this corporation shall be: Yacht Brokers Association of America, Inc.

SECTION 1.2. Purposes and Powers. This Corporation is organized and shall be operated exclusively for the purposes set forth in the Certificate of Incorporation, as amended, of this Corporation. All of the purposes and powers of this Corporation shall be exercised only so that this Corporation's operations shall be exclusively within the contemplation of Section 501(c)(6) of the Internal Revenue Code of 1986.

ARTICLE 2
CORPORATE OFFICE

The office of this Corporation, at which the general business of this Corporation shall be transacted and where the records of this Corporation shall be kept, shall be at 105 Eastern Avenue, Suite 104, Annapolis, Maryland 21403-3300.

ARTICLE 3
MEMBERSHIP

SECTION 3.1 Classes & Criteria. There shall be two classes of members, (A) Corporate Members, and (B) Affiliate Members.

Corporate Membership shall be provided to any sole proprietorship, partnership or corporation legitimately established and engaged in the full time practice of selling yachts on a co-brokerage basis that meets, or agrees to comply with, the following:

  1. Company or principal of company has been in the full time business of yacht brokerage for at least one year prior to application,
  2. Principal and all of the firm's authorized Corporate Member brokers 1) have never been denied, nor had revoked, any professional yacht broker license(s), and 2) currently hold all necessary license(s) required by all applicable governmental entities, and 3) have not been convicted of a felony within the past seven years,
  3. Ensure that all business conducted by the company and its brokers (including employees, independent contractors, etc.) complies in full with the Association's Code of Ethics,
  4. Pay, in timely manner, all appropriate annual dues, based on the total number of brokers in the firm, and,
  5. Provide as reference, a minimum of four active yacht brokerage firms with whom you have participated in brokerage sales.

Affiliate membership shall be provided to business entities (such as corporations, partnerships and sole proprietorships) that provide specific products and/or services of value to the members of the Association, and who support the Association's mission and purpose.

SECTION 3.2 Voting Members. All designated brokers affiliated with each Corporate Member entity shall have voting rights, with one vote per designated individual broker. Affiliate Members shall have no voting rights. The application for Corporate Membership shall designate the individual brokers who shall exercise voting rights. The Corporate Member entity may change the designated brokers who may exercise such voting rights filing with the Secretary of this Corporation a Change of Designation form, which form shall be available at the office of the Corporation. The Change of Designation form must be on file with the Secretary of this Corporation prior to the exercise of any voting rights by the brokers designated on the form.

SECTION 3.3 Admission of Members. Any business entity that meets the membership criteria may apply for membership in the Corporation by completing an application form, which form shall be available at the office of the Corporation. The completed application form, together with the applicable application fee (as set forth on the then-current fee schedule for this Corporation) shall be submitted to the Chairman of the Membership Committee. The Corporation's Membership Committee will promptly review the application form to ensure compliance with the membership criteria then in effect. Upon acceptance of the applicant by the Corporation's Membership Committee and upon payment of the applicable annual membership dues (as set forth on the then-current fee schedule for the Corporation), the applicant shall be duly admitted as a member of this Corporation.

SECTION 3.4 Application Fee and Annual membership Dues. The Board of Directors shall have the authority to determine the applicable application fee, the applicable annual membership dues and any other payments to be made by the members of this Corporation from time to time. The membership year for the members of this Corporation shall be the same as the fiscal year (December 31) of this Corporation.

SECTION 3.5 Honorary Members. The Board of Directors may confer honorary membership on any business entity or individual based upon such criteria, and with such voting rights, as the Board of Directors shall from time to time determine.

SECTION 3.6 Interest in Property. The members of this Corporation shall not have any right, title or interest in the real or personal property of this Corporation.

SECTION 3.7 Binding Arbitration. Corporate Members, and brokers affiliated with Corporate Members, agree to submit to binding arbitration in all cases when a request for such arbitration comes from another member. Providing that all such members involved in a dispute to be arbitrated agree, such arbitration will be undertaken under the direction of a three-person arbitration committee consisting of other members not involved in the dispute, and in a manner consistent with the Corporation's Arbitration Procedures.

The dispute shall be referred to the American Arbitration Association, for resolution under its standard procedures, if a member involved in a dispute, for which arbitration has been requested by another member, does not agree to submit to the Corporation's Arbitration Procedures.

A member shall be expelled from the Corporation if that member a) refuses to submit to the forgoing arbitration requirement, or b) does not make a payment mandated by the arbitration within thirty days of the ruling, or c) does not within thirty days following an arbitration ruling enter into an alternative written agreement regarding the scheduling of payment with the party or parties to whom payment is due as a result of that ruling.

Payment of any and all expenses charged by the arbitration authority shall be paid in proportion to the division of the disputed funds as mandated by the arbitration ruling, unless the arbitrating authority specifies otherwise. Participants in an arbitration shall be responsible for payment of their own expenses, including the cost of legal counsel and the cost of presenting evidence or witnesses, unless the arbitrating authority specifies otherwise.

SECTION 3.8 Resignation. Any member may resign its membership at any time by giving written notice to the Secretary of the Corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any member who resigns its membership shall pay any delinquent application fee, membership dues or other payments due this Corporation, and shall not be entitled to a refund of any fee, dues or other payments made to this Corporation.

SECTION 3.9 Termination. Any member may be terminated for: (a) failure to meet the membership criteria, (b) failure to abide by Section 3.7, above, (c) failure to pay annual membership dues or other amounts assessed against members for a period of sixty days following the due date, or (d) conduct by a member which, as determined by the Board of Directors, is deemed detrimental to the purposes and policies of this Corporation. The termination decision shall be made by a majority vote of a quorum of the Board of Directors and, in that event, the member shall be provided with not less than sixty days prior written notice of the proposed termination, the reasons for it, and the procedure for appealing the proposed termination. The member shall have an opportunity to be heard by a quorum of the Membership Committee, orally or in writing, not less than thirty days prior to the effective date of the proposed termination. If the member avails itself of the opportunity to be heard by the Membership Committee, the Membership Committee shall review the termination decision and, by a majority of the quorum of the Membership Committee, shall either confirm the termination as of the effective date or bring the matter before the Board of Directors for reconsideration. The termination shall not take effect until confirmed by a majority vote of a quorum of the Membership Committee or by a majority vote of a quorum of the Board of Directors after reconsideration.

ARTICLE 4
MEETINGS OF MEMBERS

SECTION 4.1 Annual Meeting. The annual meeting of the members of this Corporation for the election of directors, the presentation of reports on the activities and financial condition of this Corporation, and the transaction of such other business as may properly come before the meeting, shall be held each winter at such time as may be designated by the Board of Directors and at the place designated from time to time by the Board of Directors.

SECTION 4.2 Special Meetings. Special meetings of the members of this Corporation may be called at any time (a) by the President, (b) by the Board of Directors, or (c) upon written request of at least ten percent of the members of this Corporation. Any party entitled to call a special meeting of the members may make written request to the Secretary to call the meeting, and the Secretary shall then give written notice of the meeting, setting forth the time, place and purpose thereof, to be held no later than sixty days after receiving the request. If the Secretary fails to give notice of the meeting within thirty days from the date on which the request is received by the Secretary, the member or members who requested the meeting may fix the time of the meeting and give written notice thereof in the manner provided in Section 4.3 of these Bylaws. If notice of a special meeting is given by the members, the meeting shall be held in the registered office of the corporation. The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting.

SECTION 4.3 Notice. Written notice of each meeting of the members, stating the time, place and purpose thereof, shall be mailed, postage prepaid, not less than fifteen nor more than sixty days before the meeting, excluding the day of the meeting, to each member of this Corporation at its last known address. Notice of any meeting at which members may vote by proxy shall so inform the members and shall describe the procedure for appointing proxies. Any member may waive notice of a meeting before, at or after the meeting, orally, in writing, or by attendance. Attendance at a meeting is deemed a waiver unless the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and the member does not participate in the consideration of the item at that meeting.

SECTION 4.4 Members List for Meeting. The Board of Directors shall fix a date not more than sixty days before the date of a meeting of the members as the date for determination of the members entitled to notice of and entitled to vote at the meeting. If the Board of Directors fails to set such a date, the date shall be the sixtieth day before the date of the meeting. After fixing a record date for a meeting, the Secretary shall prepare a list of the names (in alphabetical order) and the addresses of each member entitled to vote at the meeting. Beginning two business days after notice of the meeting is given, the list shall be available at the principal office of this Corporation for inspection and copying on written demand by any member (or the agent or attorney of any member), at the member's expense, for the sole purpose of communication with other members concerning the meeting, the Secretary shall revise the list of members entitled to vote to include the names and addresses of all new members who are entitled to vote. Eligible voting members (and Honorary members entitled to vote), designated at least fourteen days prior to the date of the meeting are entitled to vote at that meeting of members. The list (as revised) shall be made available through the date of the meeting and at the end of the meeting.

SECTION 4.5 Voting Quorum. At all meetings of the members, each member with voting rights shall be entitled to cast one vote on any question coming before the meeting. Voting members may vote by proxy. The presence of ten percent of the members entitled to vote in person or by proxy shall constitute a quorum at any meeting thereof. The members present and entitled to vote at any meeting, although less than a quorum, may adjourn the meeting from time to time. A majority vote of the members present and entitled to vote at any meeting at which a quorum is present shall be sufficient to transact any business. When any meeting of the members is adjourned, notice need not be given other than by announcement at the meeting at which adjournment is taken.

SECTION 4.6 Written Action. Any action requiring the vote of the members that may be taken at a meeting of the members may be taken without a meeting by written ballot, submitted by US Postal Service, facsimile, E-mail or other electronic means in accordance with the procedures set forth in New York Statutes.

ARTICLE 5
DIRECTORS

SECTION 5.1 Number and Method of Election. The Board of Directors shall consist of no fewer than three and no more than nine natural persons, in addition to four officers who will serve as voting, ex-officio members of the Board. Only those persons entitled to vote may be a director of this Corporation. Each director and/or officer must be a current Certified Professional Yacht Broker (CPYB) or must attain CPYB certification within one hundred eighty (180) days of their election or appointment. Failure to achieve and/or maintain CPYB certification will result in the director's / officer's immediate removal from the board, without benefit of appeal. The members of the Board of Directors, not to include the four officers, shall be elected by the members entitled to vote at each annual meeting, or by written action as noted in Section 4.6.

SECTION 5.2 Terms. Except as otherwise provided in Section 5.1, each director of this Corporation shall be elected to serve for a term of three years. The members of the Board of Directors shall be divided into three classes, equal in number, so that the terms of office of one-third of the members of the Board of Directors shall expire each year. A director shall hold office for the term for which he was elected and until the end of the meeting at which his successor has been elected and until such successor has qualified, or until the director's death, resignation, removal or election to other officership. Any director may at any time be removed with or without cause by the voting members. Any vacancy occurring because of the death, resignation, removal or election to other officership of a director may be filled by the Board of Directors for the unexpired term of such director. Any vacancy occurring because of an increase in the number of members of the Board of Directors shall be filled by the voting members.

SECTION 5.3 Honorary Directors. The Board of Directors may, from time to time elect one or more honorary directors of this Corporation who shall be advisory members of the Board of Directors of this Corporation. Any such election shall be for such term and based on such criteria as the Board of directors from time to time deems appropriate. All honorary directors shall be nonvoting directors of this Corporation.

ARTICLE 6
MEETINGS OF THE BOARD OF DIRECTORS

SECTION 6.1 Annual Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may properly come before the meeting shall be held immediately prior to the annual meeting of the members of this Corporation at the time and place designated from time to time by the Board of Directors.

SECTION 6.2 Other Meetings. Other meetings of the Board of Directors may be held at such time and place as determined by the Board of Directors. Meetings of the Board of Directors may also be called at any time by the President or upon the written request of three or more members of the Board of Directors. Anyone entitled to call a meeting of the Board of Directors may make a written request to the Secretary to call the meeting, and the secretary shall give notice of the meeting, setting forth the time, place and purpose thereof, to be held between five and thirty days after receiving the request. If the Secretary fails to give notice of the meeting within seven days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of the meeting and give notice in the manner hereinafter provided.

SECTION 6.3 Notice of Meeting. Written notice of each meeting of the Board of Directors for which written notice is required, and of each annual meeting, stating the time, place, and purpose thereof shall be mailed, postage prepaid, not fewer than five nor more than thirty days before the meeting, excluding the day of the meeting, to each director at his address according to the last available records of this Corporation. Any director may waive notice of a meeting before, at or after the meeting, orally, in writing, or by attendance. Attendance at a meeting is deemed a waiver unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the director does not participate in the meeting.

SECTION 6.4 Quorum and Voting. The presence of a majority of the members of the Board of Directors shall constitute a quorum at any meeting thereof, but the directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. At all meetings of the Board of Directors, each director shall be entitled to cast one vote on any question coming before the meeting. A majority vote of the directors present at any meeting, if there is a quorum, shall be sufficient to transact any business, unless a greater number of votes is required by law or these Bylaws. A director shall not appoint a proxy for himself or vote by proxy at a meeting of the Board of Directors.

SECTION 6.5 Adjourned Meeting. When a meeting of the Board of Directors is adjourned to another time or place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.

SECTION 6.6 Written Action. Any action that could be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors.

SECTION 6.7 Director Conflicts of Interest. This Corporation shall not enter into any contract or transaction with (a) one or more of its directors, (b) a director of a related organization (within the meaning of New York statutes, or (c) an organization in or of which a director is a director, officer or legal representative or has a material financial interest; unless the material facts as to the contract or transaction and as to the director's interest are fully disclosed or known to the Board of Directors, and the Board of Directors authorizes, approves, or ratifies the contract or transaction in good faith by the affirmative vote of a majority of the directors (without counting the interested director), at a meeting at which there is a quorum without counting the interested director. Failure to comply with the provisions of this Section 6.7 shall invalidate any contract or transaction to which this Corporation is a party.

ARTICLE 7
OFFICERS

SECTION 7.1 Tenure of Office. The officers of this Corporation shall be a President, a Vice President, a Treasurer and an Immediate Past President, and such other officers as the Board of Directors may from time to time designate. Officers shall be elected by the Board of Directors from the group of existing directors to serve for terms of one year and until their respective successors are chosen and have qualified. Any officer may at any time be removed by the Board of Directors with or without cause. Only eligible voting members of this Corporation may be officers of the Corporation.

SECTION 7.2 Succession of Officers. Prior to the annual meeting of the Board of Directors, the Board will elect a member from their ranks to be Vice President for the following year. The outgoing Vice President will automatically succeed to the position of President and the outgoing President will become the Immediate Past President. If the President fails to serve out his term, the Vice President will become President for the remainder of the one-year term, or until his respective successor is chosen and has qualified. If the Vice President fails to serve out his term, the Treasurer will additionally serve as Vice President for the remainder of the one-year term, or until his respective successor is chosen and has qualified.

SECTION 7.3 President. The President shall be the chief executive officer of this Corporation. He shall preside at all meetings of the Board of Directors. He shall be responsible for the general supervision, direction and management of the affairs of this Corporation. He may execute on behalf of this Corporation all contracts, deeds, conveyances and other instruments in writing which may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of this Corporation.

SECTION 7.4 Vice President. The Vice President shall perform the duties of the President in case of the latter's absence or disability. Provided that the President has delegated specific authority to the Vice President, the execution by the Vice President on the behalf of this Corporation of any instrument shall have the same force and effect as if it were executed on behalf of this Corporation by the President.

SECTION 7.5 Treasurer. The Treasurer shall be responsible for maintaining accurate financial records for this Corporation and safeguarding the assets of this Corporation. He shall present a report of this Corporation's financial transactions and status to the Board of Directors at its annual meeting, and shall from time to time make such other reports to the Board of Directors as it may require. The Treasurer shall perform such other duties as may be assigned to him from time to time by the board of Directors.

SECTION 7.6 Executive Director.

  1. The Executive Director shall perform such duties and have such powers as shall be specified, from time to time, by resolution of the Board of Directors, which may include, but not be limited to: attending all meetings of the Board of Directors and all meetings of the Members; recording all the proceedings of such meetings to be kept for that purpose; having custody of the Corporation funds and securities donated to the Corporation; keeping full and accurate accounts of receipts and disbursements and books belonging to the Corporation; depositing all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors; disbursing the funds of the Corporation subject to the approval of the Treasurer and as may be ordered by the Board of Directors; and, taking proper vouchers for such disbursements and rendering to the President and the Board of Directors an account of all such transactions of the financial condition of the Corporation when so requested by the Board.
  2. The Executive Director shall serve as the Secretary of the Corporation for all purposes set forth under the laws of the State of New York.
  3. The Executive Director shall be appointed by the Board of Directors, and shall serve at the pleasure of the Board, and will serve as an ex officio, non-voting member of the Corporation Board of Directors.

SECTION 7.7 Additional Powers. Any officer of this Corporation, in addition to the powers conferred upon him by these Bylaws, shall have such powers and perform such additional duties as may be prescribed from time to time by the Board of Directors.

ARTICLE 8
COMMITTEES

SECTION 8.1 Designation of Committees. The Board of Directors may act by and through such committees as may be specified in resolutions adopted by a majority of the members of the Board of Directors. Each such committee shall have such duties and responsibilities as are granted to it from time to time by the Board of Directors. Each such committee shall at all times be subject to the control and direction of the Board of Directors. Committee members, other than members of the Executive Committee, need not be Directors. Committee members will serve without compensation.

SECTION 8.2 Executive Committee. The Executive Committee will be comprised of the current officers of the Corporation, as noted in Section 7.1. The Executive Committee shall have the authority of the Board of Directors in the management of the business of this Corporation in the interval between meetings of the Board of Directors, and the Executive Committee shall at all times be subject to the control and direction of the Board of Directors.

SECTION 8.3 Meetings and Voting. Meetings of each committee may be held at such time and place as are announced at a previous meeting of the committee. Meetings of any committee may also be called at any time by the chairperson of the committee or by the President, on at least five days' notice by mail, or two days' oral notice by telephone or in person. Attendance at a meeting is deemed to be a waiver of notice unless the committee member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the committee member does not participate in the meeting. At all meetings of a committee of this Corporation each member thereof shall be entitled to cast one vote on any question coming before such meeting. The presence of a majority of the membership of any committee of this Corporation shall constitute a quorum at any meeting thereof, but the members of a committee present at any such meeting, although less than a quorum, may adjourn the meeting from time to time. A majority vote of the members of a committee of this Corporation present at any meeting thereof, if there be a quorum, shall be sufficient for the transaction of the business of such committee. Any action that could be taken at a committee meeting may be taken by written action signed by all members of the committee.

ARTICLE 9
INDEMNIFICATION

To the full extent permitted by any applicable law, this Corporation shall indemnify each person made or threatened to be made a party to any threatened, pending or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of this corporation, by reason of the former or present capacity of the person as (a) a director, officer, employee or member of a committee of this Corporation or, (b) a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, who while a director, officer, or employee of this Corporation, is or was serving the other Corporation at the request of this Corporation or whose duties as a director, officer or employee of this Corporation involve or involved such service to the other Corporation, against judgments, penalties, fines (including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan), settlements, and reasonable attorney's fees and disbursements, incurred by the person in connection with the proceeding. Indemnification provided by this section shall continue as to a person who has ceased to be a director, officer, employee or committee member, shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of the matters occurring before the adoption of this section. Any indemnification realized other than under this section shall apply as a credit against any indemnification provided by this section.

This Corporation may, to the full extent permitted by applicable law from time to time in effect, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or a member of a committee of this Corporation against any liability asserted against such person as incurred by such person in any such capacity.

ARTICLE 10
MISCELLANEOUS

SECTION 10.1 Fiscal Year. Unless otherwise fixed by the Board of Directors, the fiscal year of this Corporation shall begin on January 1 and end on the succeeding December 31.

SECTION 10.2 Corporate Seal. This Corporation shall have no seal.

SECTION 10.3 Electronic Communications. A member, director or committee member may participate in a meeting by any means of communication through which such person, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting. A conference among members, directors, or committee members by any means of communication through which such persons may simultaneously hear each other during the conference is a meeting of the members, Board of Directors or committee, as the case may be, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient in a meeting by that means constitutes presence in person at the meeting.

SECTION 10.4 Amendments. Both the Board of Directors and the members entitled to vote shall have the power to amend these Bylaws. The Board of Directors may amend the Bylaws by adopting a resolution setting forth the amendment, to be voted and approved by the voting members. An amendment, presented by the members, for the adoption by the members entitled to vote must be proposed by at least fifty voting members, or ten percent of the voting members, whichever is less. Any amendment is subject to the vote and approval of the voting members.

SECTION 10.5 Authority to Borrow or Encumber Assets. No director, officer, agent or employee of this Corporation shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property, except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the Board of Directors. Authority may be given by the Board of Directors for any of the above purposes and may be general or limited to specific instances.

SECTION 10.6 Deposit of Funds. All funds of this Corporation shall be deposited from time to time to the credit of this Corporation in such banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only in the manner or manners authorized by the Board of Directors.



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