AMENDED AND RESTATED BYLAWS

OF

THE GREAT SALT LAKE YACHT CLUB,

a Utah Corporation

Dated as of __________________________, 2001

AMENDED AND RESTATED BYLAWS OF

THE GREAT SALT LAKE YACHT CLUB

ARTICLE I OFFICES: PURPOSES: DISTINGUISHING FLAGS. ETC.

Section 1.01. Corporate Status: Location of Offices. The Great Salt Lake Yacht

Club (the “Club”) is a corporation which had been duly organized under the laws of the state of Utah. The Club may maintain such offices, within or without the State of Utah, as the Board of Directors/Trustees may from time to time designate.

Section 1.02. Principal Office. The address of the principal office of the Club

shall, for the time being, be located at the address of the registered agent of the Club, which address is c/o 4141 South Highland Drive, Suite 210, Salt Lake City, Utah 84124, and said address may be changed by the Board of Directors/Trustees at any time.

Section 1.03. Purposes. The purposes of the Club are to promote and develop the

recreational use of the Great Salt Lake; to preserve and protect the ecology of the Great Salt Lake; to promote the science and arts of sailing, boating, navigation, and seamanship; to organize activities relating to sailing, boating, navigation, and seamanship; to assist Club Members in becoming proficient in navigation, seamanship, and the sailing of boats and other watercraft; to organize social activities for the benefit of the Club’s Members/Shareholders; to preserve and perpetuate the unique history and folklore of the Great Salt Lake; and to develop physical facilities including, but not limited to, one (1) or more clubhouses, marinas, docking facilities, and other conveniences normally associated with sailing and boating.

Section 1.04. Distinguishing Flags, etc. The burgee of the Club shall be a white

flag with three (3) blue seagulls and a red border. The width of such burgee shall be two-thirds of its length. The burgee of the Club may be changed by the Board of Directors/Trustees at any time.

ARTICLE II MEMBERS/SHAREHOLDERS

Section 2.01. Terms Synonymous: Status As Shareholders. As used herein, the

terms “Member” and “Members” shall be deemed to be synonymous with the terms “Shareholder” and “Shareholders.” Subject to the terms and conditions set forth herein, all Members/Shareholders shall be shareholders of the Club.

Section 2.02. Qualifications of Members/Shareholders; Each

Member/Shareholder To Own Only One Share Of Stock. In order to become a Member of the Club, a person must meet all of the following qualifications: (i) be at least eighteen (18) years of age, (ii) pay the “Share Purchase Fee” (as such term is hereinafter defined) which is in effect at the time such person becomes a Member/Share holder of the Club, and (iii) be approved by the

Board of Directors/Trustees. No Member/Shareholder may, at any time, own more than one (1) share of the Club’s issued and outstanding shares of stock. In the event that, for any reason and whether as a consequence of a devise made in a testamentary instrument, a transfer effectuated by operation of law, or a transfer resulting from any other cause, a Member/Shareholder owns more than one (1) share of the Club’s issued and outstanding shares of stock, such additional share(s) of stock shall be redeemed by the Club paying, to such Member/Shareholder, the applicable “Agreed Upon Redemption Amount” (as such term is hereinafter defined).

Section 2.03. Membership Fees. The Board of Directors/Trustees shall establish,

from time to time, a Share Purchase Fee (the “Share Purchase Fee”) which each Member shall be required to pay prior to becoming a Member. The current amount of the Share Purchase Fee is $100.00.

Section 2.04. Annual Meeting. The annual meeting of the Members shall be held during the month of November of each year, on such day and at such time as is provided for in the notice of the meeting, for the purpose of electing Directors/Trustees and for the transaction of such other business as may come before the meeting. If the election of Directors/Trustees shall not be held on the day designated herein for the annual meeting of the Members, or at any adjournment thereof, the Board of Directors/Trustees shall cause the election to be held at a special meeting of the Members as soon thereafter as may be convenient.

Section 2.05. Special Meetings. Special meetings of the Members may be called

at any time by the Commodore/President, the Board of Directors/Trustees, or in their absence or disability, by either the Vice Commodore/Vice President or the Rear Commodore/Vice President. Additionally, and upon the written request of not less than two-tenths (2/10ths) of all the Members entitled to vote at such meeting, special meetings of the Members shall be immediately called by the Commodore/President, or in the Commodore/President’s absence or disability, by either the Vice Commodore/Vice President or the Rear Commodore/Vice President, or by the Secretary, such written request to state the purpose, or purposes, of the meeting and to be delivered to the Commodore/President, the Vice Commodore/Vice President, the Rear Commodore/Vice President, or the Secretary, as applicable. In case of failure to call such meeting within twenty (20) days after such request, such Members may call the same.

Section 2.06. Place of Meetings. The Board of Directors/Trustees may designate

any place, either within or without the State of Utah, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors/Trustees. A waiver of notice signed by all Members entitled to vote at a meeting may designate any place, either within or without the State of Utah, as the place for the holding of a meeting for which the Board of Directors/Trustees had designated a different location. If no such designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the Club.

Section 2.07. Notice of Meetings. The Secretary or Assistant Secretary, if any, shall cause notice of the date, time, place, and purpose or purposes of all meetings of the Members, whether annual or special, to be mailed at least ten (10) days, but no more than fifty (50) days, prior to the meeting, to each Member of record entitled to vote.

Section 2.08. Closing of Stock Transfer Books. For the purpose of determining

Members entitled to notice of, or to vote at, any meeting of Members or any adjournment thereof, the Board of Directors/Trustees of the Club shall close the Club’s stock transfer books for a period of ten (10) days prior to such meeting.

Section 2.09. Voting Lists. The officer or agent having charge of the stock

transfer books for Members of the Club shall make a complete list of the Members entitled to vote at each meeting of the Members of the Club or any adjournment thereof, arranged in alphabetical order, with the address of such Members, which list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member, for any purpose germane to the meeting, during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the Members entitled to examine such list or stock transfer books or to vote at any meeting of Members.

Section 2.10. Quorum for a Meeting of Members/Shareholders. Twenty percent

(20%) of the then issued and outstanding shares of stock of the Club entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Members/Shareholders. If less than twenty percent (20%) of the then issued and outstanding shares of stock of the Club entitled to vote are represented at a meeting, a majority of the issued and outstanding shares of stock of the Club so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If a quorum is present, the affirmative vote of a majority of the shares of stock of the Club represented at the meeting and entitled to vote on the subject matter shall constitute the act of the Members, unless the affirmative vote of a greater percentage is required by Utah law, by the Club’s Articles of Incorporation, as amended, or by these Bylaws.

Section 2.11. Proxies. At each meeting of the Members, each Member entitled to

vote shall be entitled to vote such Member’s share of stock in person or by proxy; provided, however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the Member owning such share of stock or by such Member’s duly authorized attorney in fact. Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the Secretary of the Club or to such other officer or person who may, in the absence of the Secretary, be acting as secretary of the meeting. No proxy shall be valid after the conclusion of the meeting to which such proxy applies, as such meeting may be adjourned in accordance with the terms and conditions set forth herein. Persons holding shares of stock in the Club in a fiduciary capacity shall be entitled to vote the shares of stock so held, except that no trustee or pledgee shall be entitled to vote shares of stock held by such trustee or pledgee without a transfer of such shares of stock into such trustee’s or pledgee’s name.

Section 2.12. Participation by Telephone Conference Call. Members may

participate in a meeting of the Members by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting.

Section 2.13. Voting of Members. Each share of stock shall be entitled to one (1)

vote on each matter submitted to a vote at a meeting of the Members, except to the extent that voting rights of the shares of stock of any class or classes are limited or denied by these Bylaws, by the Articles of Incorporation of the Club, or as otherwise permitted by law.

Section 2.14. Joint Members. The Club will permit not more than two (2)

persons who are over the age of 18 years, and who reside at the same primary residence, to be

jointly named, on Club records, as Members (collectively, “Joint Members” or, individually, a “Joint Member”) of the Club, and to jointly enjoy all of the benefits of, and to have all of the duties and responsibilities of, individual Members/Shareholders of the Club, notwithstanding that such Joint Members own only one (1) share of stock in the Club between them. Notwithstanding the foregoing: (i) such Joint Members shall be entitled to vote only one (1) share of stock between them, which vote shall be cast by the person designated in writing by the Joint Members or, if no such designation is made, by the Joint Member first listed on the records of the Club, and (ii) at such time as the Joint Members shall cease to reside at the same primary residence, only one (1) of such Joint Members shall continue to be a Member of the Club, with such continuing Member being either the person designated by the Joint Members in writing or, in the event that no such designation is made, the person first listed on the records of the Club. In the event that the non-designated Joint Member desires to remain as a Member of the Club, such person must apply to become a Member, and otherwise qualify to become a Member, in such person’s own right. Nothing herein shall prevent persons, who would otherwise qualify as Joint Members, from owning, in their own rights and in their own names, separate shares of stock in the Club. In such event, each such person shall be a Member/Shareholder in such person’s own right.

Section 2.15. Informal Action by Members. Any action required to be taken at a

meeting of the Members, or any other action which may be taken at a meeting of the 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 2.16. Examination by Members of Books and Records. Any person who

is a Member of record, upon written demand stating the purpose thereof, shall have the right to examine, in person, or by agent or attorney, at any reasonable time or times, for any proper purpose, the Club’s books and records of account and minutes of record and to make extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a Member.

Section 2.17. Annual Dues: Consequences of Failure to Pay Annual Dues. In order to remain as a Member in good standing of the Club, each Member must pay, by the last day of April of each year, non-refundable annual dues (“Annual Dues”) in amounts from time to time established by the Directors/Trustees. The failure by a Member to timely pay such Annual Dues shall result in the following consequences, all of which shall remain in effect until the applicable non-paying Member has paid current all past-due Annual Fees, or until the applicable non-paying Member’s share ownership in the Club has been redeemed and canceled in accordance with the terms and conditions set forth herein: (i) such non-paying Member shall not be entitled to vote at either annual or special meetings of the Members, (ii) in connection with votes being taken with respect to the Club, the share ownership of such non-paying Member shall not be counted in determining either the aggregate number of shares of stock of the Club which are then entitled to vote or whether a quorum is present at any particular meeting, and (iii) such non-paying Member shall not be entitled to participate in activities sponsored by the Club, shall not be entitled to utilize the facilities owned by or provided by or through the Club, and shall not be entitled to enjoy the other benefits associated with being a Member of the Club. Non-paying Members shall, however, remain bound by all duties, obligations, and liabilities then affecting such non-paying Members specifically, or Members of the Club generally.

Section 2.18. Mandatory Redemption Of Members’ Shares. In the event that any

Member is, at any time, two (2) or more years in arrears with respect to the payment of Annual

Fees, and in the event that such non-paying Member does not cure such arrearage within thirty (30) days of written notice thereof being sent to the most recent address which the Club has for such non-paying Member, such non-paying Member’s share of stock in the Club, at the discretion of the Board of Directors/Trustees, shall be subject to mandatory redemption and cancellation upon the following terms and conditions: (i) the redemption price (the “Agreed Upon Redemption Amount”) for the share of stock of the non-paying Member shall be the Share Purchase Fee originally remitted by such non-paying Member. Such Agreed Upon Redemption Price, net of the offsets described herein, shall be paid to the non-paying Member within sixty (60) days of the date that the Board of Directors/Trustees determines to redeem such non-paying Member’s share of stock, (ii) in connection with such redemption, the Club shall be entitled to charge, to the non-paying Member, a reasonable processing fee (the “Processing Fee”), which Processing Fee shall be as from time to time set by the Board of Directors/Trustees of the Club. Notwithstanding anything herein set forth to the contrary, the Club shall, at all times, have the right to offset, against the Agreed Upon Redemption Amount due to any non-paying Member, both the amount of any then unpaid Annual Fees and the amount of any Processing Fee.

Upon the Club sending, to the non-paying Member, either: (a) the Agreed Upon

Redemption Amount, net of the offsets described herein, or (b) written notice (the “Offset Notice”) that, after the application of the offsets described herein, no Agreed Upon Redemption Amount is due to the non-paying Member, such non-paying Member’s stock in the Club shall be deemed to be automatically redeemed and canceled, and such non-paying Member shall have no further ownership or other rights or interests in or with respect to such stock or the Club. Within ten (10) days of receipt of the Agreed Upon Redemption Amount or the Offset Notice, as appropriate, the non-paying Member shall deliver, to the Club, the stock certificate evidencing such non-paying Member’s stock, duly endorsed for transfer. A non-paying Member’s failure to execute and deliver such stock certificate, however, shall in no event affect the validity or enforceability of the redemption and cancellation of such non-paying Member’s stock as described herein.

In the event of any inconsistency between the terms of these Bylaws and the

terms of any “Members Agreement” that a non-paying Member and the Club have executed and delivered, the terms of such Members Agreement, as they relate to the redemption of stock held by such non-paying Member, shall govern.

Section 2.19. Absentee Status. In the event that a Member expects to be living in

a geographical location that would effectively preclude such Member from participating in the activities of the Club for a period of in excess of one (1) year, such Member may apply, to the Board of Directors/Trustees in writing, to be placed on absentee status (“Absentee Status”). The Board of Directors/Trustees, after considering the facts and circumstances with respect to any such application, shall determine, in its discretion, whether to grant such Absentee Status. In the event that Absentee Status is granted to any Member, the Board of Directors/Trustees may reduce the amount of Annual Dues to be paid by the applicable Member to an amount which the Board of Directors/Trustees deems to be appropriate in its discretion.

Section 2.20. Matters Relating To Certain Member/Shareholders. As a

consequence of its long history, coupled with lost, misplaced, or otherwise incomplete membership records and information, the Club has some uncertainty with respect to the precise identities of all of its Members/Shareholders. It is therefore possible that, from time to time, persons may claim to be Members/Shareholders of the Club, notwithstanding that the Club has

no records supporting such persons’ claims. In such cases, the Board of Directors/Trustees, in its discretion, shall be entitled to take such actions as it deems to be appropriate including, but not limited to: (i) rejecting the applicable claim, or (ii) accepting such claim, whether on an unconditional basis or subject to such conditions which the Board of Directors/Trustees deems to be appropriate. In connection with any claim which is accepted by the Board of Directors/Trustees, and upon the satisfaction of applicable conditions, if any, a stock certificate shall be issued to the applicable claimant.

Section 2.21. Restrictions On Transfer Of Shares. Except as specifically set forth

herein, no transfer of a Member/Shareholder’s share of stock of the Club, whether by sale, purchase, assignment, operation of law, or otherwise, and whether to a spouse, family member(s), or third parties, shall be permitted without the express written consent of the Board of Directors/Trustees, which consent may be withheld for any reason.

Section 2.22. Rights And Interests Of Members Upon Dissolution/Transfer. In

the event that, at any time, the Club is dissolved pursuant to the terms of applicable law, or in the event that all of the shares of stock of the Club, or substantially all of the Club’s assets, are sold or otherwise transferred, each of the Members shall be entitled to that portion of the “Net Equity Upon Disposition” (as such term is hereinafter defined), if any, that equals such Member’s ownership percentage in the Club.

The “Net Equity Upon Disposition,” if any, shall be determined in accordance

with the Club’s historical accounting procedures and relevant provisions of the Internal Revenue Code, as such determination is approved by the affirmative vote of a majority of the shares of stock, represented in person or by proxy, at a meeting of Members at which a quorum is present. In the event that a proposed determination of Net Equity Upon Disposition is not so approved at a meeting of Members, the Net Equity Upon Disposition shall be as determined by a third party selected pursuant to a majority vote of Members at a meeting at which a quorum is present. Net Equity Upon Disposition, if any, shall be paid to the Members as soon as practicable after the consummation of the applicable dissolution or transfer and the winding up of, or the adequate provision for the winding up of, the Club’s business affairs, as same are determined in the sole and absolute discretion of the Board of Directors/Trustees.

Section 2.23. Honorary Members. The Board of Directors/Trustees may, from

time to time in its discretion, designate persons as “Honorary Members” of the Club. Such Honorary Members shall have no voting rights with respect to the Club but may, if so determined by the Board of Directors/Trustees, have the right to participate in Club activities and utilize Club facilities. The duration of the designation of any person as an Honorary Member of the Club shall be one (1) year, with the Board of Directors/Trustees, in its discretion, being entitled to renew such designation on one or more occasions.

Section 2.24. Junior Members. The Club may, from time to time, designate

persons as “Junior Members” of the Club. In order to be designated as a Junior Member of the Club, a person must satisfy all of the following: (i) be under the age of eighteen (18) years of age, and (ii) be approved by the Board of Directors/Trustees. The following matters shall also apply to Junior Members: (a) such Junior Members shall not own any shares of stock in the Club, and shall possess no voting or other rights which would normally be associated with share ownership, (b) shall pay, on or before the last day of April during each year, non-refundable “Junior Member Annual Fees” in amounts from time to time established by the Board of

Directors/Trustees, and (c) in the event of a failure to timely pay the applicable Junior Member Annual Fees, such non-paying Junior Member shall, immediately upon notice from the Club, forfeit all rights to participate in the Club’s activities and to utilize the Club’s facilities during the applicable year. In consideration of their payment of the foregoing fees, Junior Members shall be entitled to participate in all Club activities which the Board of Directors/Trustees designate as being available to Junior Members. It is anticipated that many of the Club activities will not be designated as being available to Junior Members. Furthermore, the Board of Directors/Trustees, after having designated any particular activities as being available or not available to Junior Members, shall have the right to subsequently change such designation for any reason, in the sole discretion of such Board of Directors/Trustees.

In its discretion, the Board of Directors/Trustees may issue, to Junior Members,

membership cards or other appropriate evidences of the status of the holder thereof as a Junior Member of the Club.

ARTICLE III BOARD OF DIRECTORS/TRUSTEES

Section 3.01. Terms Synonymous: Status As Directors. As used herein, the terms

“Trustee” and “Trustees” shall be deemed to be synonymous with the terms “Director” and “Directors.” Subject to the terms and conditions set forth herein, all Directors/Trustees and “Flag Officers” (as such term if hereinafter defined) shall be Directors of the Club.

Section 3.02. General Powers. The property, affairs, and business of the Club

shall be managed by its Board of Directors/Trustees. The Board of Directors/Trustees may exercise all of the powers of the Club, whether derived from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation, or by these Bylaws, vested solely in the Members of the Club.

Section 3.03. Number, Tenure, and Qualifications. The number of

Directors/Trustees of the Club shall be nine (9), consisting of the three (3) Flag Officers and six (6) other Directors/Trustees. Increases and decreases to said number may be made, within the numbers authorized by the Articles of Incorporation, as amended, as the Board of Directors/Trustees shall from time to time determine by amendment to these Bylaws. An increase or a decrease in the number of the Board of Directors/Trustees may also be had upon amendment to these Bylaws by a vote of the Members of the Club, and the number of the Directors/Trustees to which the existing number is to be so increased or decreased shall be fixed upon a vote of the Members of the Club. The Flag Officers shall hold office for a period of one (1) year. Other Directors/Trustees shall hold office for a period of two (2) years, with one-half (½) of such other Directors/Trustees to be elected by the Members at the annual meeting of Members in alternate years. Except as otherwise set forth herein, each Director/Trustee shall serve until such person’s successor is elected at an annual meeting of the Members and shall qualify. There shall be no limitation on the number of terms that Flag Officers or any other Directors/Trustees may serve. Directors/Trustees need not be residents of the State of Utah but must be Members of the Club.

Section 3.04. Regular Annual Meeting. A regular annual meeting of the Board of

Directors/Trustees shall be held without other notice than this Bylaw, within one (1) month after

the annual meeting of Members at a place and time specified by the Board of Directors/Trustees at the annual meeting of Members.

Section 3.05. Regular Meetings. The Board of Directors/Trustees may provide by

resolution the time and place, either within or without the State of Utah, for the holding of regular meetings without other notice than such resolution.

Section 3.06. Special Meetings. Special meetings of the Board of

Directors/Trustees may be called by or at the request of the Commodore/President, the Vice Commodore/Vice President, the Rear Commodore/Vice President, or any three (3) Directors/Trustees. A majority of the Board of Directors/Trustees may fix any place, either within or without the state of Utah, as the place for holding any special meeting of the Board of Directors/Trustees called by them.

Section 3.07. Notice. Notice of any special meeting shall be given at least five

(5) days prior thereto by written notice delivered personally or mailed or sent by telegram to each Director/Trustee at such Director/Trustee’s business or home address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Notice personally delivered shall be deemed delivered upon personal delivery to the Director/Trustee. Any Director/Trustee may waive notice of any meeting.

Section 3.08. Quorum. A majority of the number of then serving members of the

Board of Directors/Trustees shall constitute a quorum for the transaction of business at any meeting of the Board of Directors/Trustees, but if less than a majority is present at a meeting, a majority of the members of the Board of Directors/Trustees present may adjourn the meeting from time to time without further notice.

Section 3.09. Manner of Acting. The act of a majority of the members of the

Board of Directors/Trustees present at a meeting at which a quorum is present shall, unless the act of a greater number of members of the Board of Directors/Trustees is required by the Articles of Incorporation of the Club or these Bylaws, be the act of the Board of Directors/Trustees, and individual members of the Board of Directors/Trustees shall have no power as such.

Section 3.10. Vacancies and Newly Created Director/Trusteeships. If any

vacancies shall occur in the Board of Directors/Trustees by reason of death, resignation, or otherwise, or if the number of Directors/Trustees shall be increased, the Directors/Trustees then in office shall continue to act and such vacancies or newly created Director/Trusteeships shall be filled by a vote of the Directors/Trustees then in office, though less than a quorum, in any way approved by the Directors/Trustees then in office. Any Director/Trusteeship to be filled by reason of the removal of one or more Directors/Trustees by the Members may be filled by election by the Members at the meeting at which the Director/Trustee or Directors/Trustees are removed.

Section 3.11. No Compensation, Attendance Fees, etc. The Club does not anticipate paying any compensation, attendance fees, travel or lodging expenses, or other amounts to persons serving on the Board of Directors/Trustees. In the event that circumstances arise where the Board of Directors/Trustees believes that the payment of such amounts would be

appropriate, such payments must be authorized by the Members. Section 3.12. Presumption of Assent. A member of the Board of

Directors/Trustees of the Club who is present at a meeting of the Board of Directors/Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such Director/Trustee’s dissent: (i) shall be entered in the minutes of the meeting, (ii) shall be filed, in writing, with the person acting as the secretary of the meeting before the adjournment thereof, or (iii) shall be forwarded by registered or certified mail to the Secretary of the Club immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director/Trustee who voted in favor of such action.

Section 3.13. Resignations. A Director/Trustee may resign at any time by

delivering a written resignation to either the Commodore/President or the Secretary of the Club. The resignation shall become effective upon its receipt by the Commodore/President or the Secretary of the Club.

Section 3.14. Informal Action by Directors/Trustees. Any action required to be

taken at a meeting of the Directors/Trustees of the Club, or any other action which may be taken at a meeting of the Directors/Trustees or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors/Trustees, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the Directors/Trustees or members of the committee.

Section 3.15. Meetings by Telephone Conference Call. Members of the Board of

Directors/Trustees may participate in a meeting of the Board of Directors/Trustees by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting.

Section 3.16. Removal of Directors/Trustees. At a Members’ meeting called

expressly for that purpose, Directors/Trustees may be removed in the manner provided in this section unless otherwise provided by the Articles of Incorporation, as amended. One or more Directors/Trustees, or the entire Board of Directors/Trustees, may be removed, with or without cause, by the affirmative vote of a majority of the shares of stock, represented either in person or by proxy, at a meeting of the Members at which a quorum is present.

ARTICLE IV FLAG OFFICERS/OFFICERS

Section 4.01. Number. The Flag Officers/Officers of the Club shall be a

Commodore/President, a Vice Commodore/Vice President, and a Rear Commodore/Vice President. Other Officers of the Club shall be a Secretary, a Treasurer, and such other Officers as may be appointed by the Board of Directors/Trustees. The Board of Directors/Trustees may appoint, but shall not be required to appoint, a Chairman of the Board.

Section 4.02. Election, Term of Office, and Qualifications. The Flag Officers/Officers of the Club, except the Rear Commodore/Vice President, shall be elected at the annual meeting of the Members. The Rear Commodore/Vice President shall be the immediate past Commodore/President of the Club. If the designated Rear Commodore/Vice President cannot fulfill the role of Rear Commodore/Vice President, the incoming Commodore/President shall appoint an acting Rear Commodore/Vice President. The other Officers shall be appointed by the Board of Directors/Trustees annually at its annual meeting. In the event of failure to appoint other Officers at an annual meeting of the Board of Directors/Trustees, such other Officers may be appointed at any regular or special meeting of the Board of Directors/Trustees. Each Officer, whether elected or appointed, shall hold such Officer’s office until such Officer’s successor shall have been appointed and qualified, or until such Officer’s death, or until such Officer’s resignation or removal in the manner provided in these Bylaws. Any one (1) person may hold any two (2) or more offices of the Club. No person holding two (2) or more offices shall execute any instrument in the capacity of more than one (1) office. The Flag Officers/Officers and the Chairman of the Board, if any, shall be and remain members of the Board of Directors/Trustees of the Club during the term of such persons’ office. Officers of the Club need not be residents of the State of Utah but must be Members of the Club.

Section 4.03. Subordinate Officers, etc. The Board of Directors/Trustees from

time to time may appoint such other Officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the Board of Directors/Trustees from time to time may determine. The Board of Directors/Trustees from time to time may delegate to any Officer the power to appoint any such subordinate Officers or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate Officers need not be Members or Directors/Trustees.

Section 4.04. Resignations. Any Officer may resign at any time by delivering a

written resignation to the Board of Directors/Trustees, the Commodore/President, or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 4.05. Removal. Any Officer may be removed, either for or without

cause, from office at any special meeting of the Board of Directors/Trustees called for that purpose or at a regular meeting, by the vote of a majority of the total authorized number of Directors/Trustees, whenever in the judgment of the Board of Directors/Trustees the best interests of the Club will be served thereby. Any Officer or agent appointed in accordance with the provisions of Section 4.03 hereof may also be removed, either for or without cause, by any Officer upon whom such power of removal shall have been conferred by the Board of Directors/Trustees.

Section 4.06. Vacancies and Newly Created Offices. If any vacancy shall occur

in any office by reason of death, resignation, removal, disqualification, or any other cause, or if a new office shall be created, then such vacancy or newly created office may be filled by the Board of Directors/Trustees at any regular or special meeting.

Section 4.07. The Chairman of the Board. The Chairman of the Board, if there be

such an Officer, shall have the following powers and duties:

(a) To preside at all Members’ meetings. (b) To preside at all meetings of the Board of Directors/Trustees.

(c) To be a member of the Executive Committee, if any.

Section 4.08. The Commodore/President. The Commodore/President shall have the following powers and duties:

(a) To be the chief executive officer of the Club and, subject to the

direction of the Board of Directors/Trustees, to have general charge of the business, affairs, and property of the Club and general supervision over its Officers, employees, and agents.

(b) If no Chairman of the Board has been appointed, or if such Officer is absent or disabled, to preside at meetings of the Members and the Board of Directors/Trustees.

(c) To be a member of the Executive Committee, if any. (d) To sign certificates representing stock of the Club, the issuance of

which shall have been authorized by the Board of Directors/Trustees.

(e) To perform all duties normally incident to the office of the chief executive officer of a corporation and to exercise such other powers and perform such other duties as from time to time may be assigned by the Board of Directors/Trustees.

Section 4.09. The Vice Commodore/Vice President and the Rear

Commodore/Vice President. The Vice Commodore/Vice President and the Rear Commodore/Vice President shall have such powers and perform such duties as from time to time may be assigned by the Board of Directors/Trustees or the Commodore/President. At the request or in the absence or disability of the Commodore/President, the Vice Commodore/Vice President or, in the absence or disability of the Vice Commodore/Vice President, the Rear Commodore/Vice President, may perform all duties of the Commodore/President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Commodore/President.

Section 4.10. The Secretary and Assistant Secretary. The Secretary and the

Assistant Secretary shall have the following powers and duties:

(a) To keep or cause to be kept a record of all of the proceedings of the meetings of the Members and of the Board of Directors/Trustees in books provided for that purpose.

(b) To cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by statute.

(c) To be the custodian of the records and of the seal of the Club, if any, and to cause such seal, if any, or a facsimile thereof, to be affixed to all certificates representing stock of the Club prior to the issuance thereof and to all instruments, the execution of which on behalf of the Club under its seal, if any, shall have been duly authorized in accordance with these Bylaws, and when so affixed to attest the same.

(d) To see that the books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed.

(e) To have charge of the stock transfer books of the Club and cause such stock transfer books to be kept in such manner as to show at any time the amount of the stock of the Club of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the Members/Shareholders who are the holders of record thereof, the number of shares of stock held by each Member/Shareholder (subject to the limitation, set forth in these Bylaws, that no Member/Shareholder may hold more than one share of stock), and time when each became such Member/Shareholder of record; and to exhibit at all reasonable times to any Director/Trustee, upon application, the original or duplicate stock transfer book. The Secretary shall cause the stock transfer book referred to in Section 6.04 hereof to be kept and exhibited at the principal office of the Club in the manner and for the purpose provided in such Section.

(f) To sign certificates representing stock of the Club, the issuance of which shall have been authorized by the Board of Directors/Trustees.

(g) To perform in general all duties incident to the office of Secretary and such other duties as are given by these Bylaws or as from time to time may be assigned to by the Board of Directors/Trustees or the Commodore/President.

Section 4.11. The Treasurer. The Treasurer shall have the following powers and duties:

(a) To have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the Club.

(b) To cause the monies and other valuable effects of the Club to be deposited in the name and to the credit of the Club in such banks, credit unions, or other depositories as shall be selected in accordance with Section 5.03 hereof.

(c) To cause the monies of the Club to be disbursed by checks or drafts (signed as provided in Section 5.04 hereof) drawn upon the authorized depositories of the Club, and cause to be taken and preserved proper documentation for all monies disbursed.

(d) To render a full financial report at the annual meeting of the Members, and to render, to the Board of Directors/Trustees or the Commodore/President: (i) whenever requested, a statement of the financial condition of the Club and of all of such person’s transactions as Treasurer, and (ii) at the last regularly scheduled Board of Directors/Trustees of each calendar year, a full financial report of the finances of the Club for such year. The Treasurer shall also, at such Board of Directors/Trustees meeting, make available, for examination by all of the members of the Board of Directors/Trustees, copies of all financial records of the Club for such year. The members of the Board of Directors/Trustees shall thereupon sign a statement acknowledging that all of such financial

records have been made available for their review and that they were extended an opportunity to ask questions with respect to such financial records.

(e) To cause to be kept correct books of account of all the business and transactions of the Club and to exhibit such books to any Director/Trustee upon request during business hours.

(f) To from time to time require from all Officers or agents of the Club reports or statements giving such information as the Treasurer may desire with respect to any and all financial transactions of the Club.

(g) To perform in general all duties incident to the office of the Treasurer and such other duties as are given in these Bylaws or as from time to time may be assigned by the Board of Directors/Trustees or the Commodore/President.

ARTICLE V EXECUTION OF INSTRUMENTS. BORROWING OF MONEY.

AND DEPOSIT OF CORPORATE FUNDS

Section 5.01. Execution of Instruments. Subject to any limitation contained in the Articles of Incorporation, as amended, or in these Bylaws, the Commodore/President, the Vice Commodore/Vice President, or the Rear Commodore/Vice President may, in the name and on behalf of the Club, execute and deliver any contract or other instrument authorized in writing by the Board of Directors/Trustees. The Board of Directors/Trustees may, subject to any limitation contained in the Articles of Incorporation or in these Bylaws, authorize in writing any Officer or agent to execute and deliver any contract or other instrument in the name and on behalf of the Club; any such authorization may be general or confined to specific instances.

Section 5.02. Loans. No loan or advance shall be contracted on behalf of the

Club, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued on its name, and no property of the Club shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the Club, unless and except as authorized by the Board of Directors/Trustees. Any such authorization may be general or confined to specific instances.

The Club shall not lend money to or use its credit to assist its Members, Officers,

Directors/Trustees, or other control persons without authorization in the particular case by its Members.

Section 5.03. Deposits. All monies of the Club not otherwise employed shall be

deposited from time to time to its credit in such banks, credit unions, or other depositories as the Board of Directors/Trustees may select, or as from time to time may be selected by any Officer or agent authorized to do so by the Board of Directors/Trustees.

Section 5.04. Checks, Drafts, etc. All notes, drafts, acceptances, checks,

endorsements, and, subject to the provisions of these Bylaws, evidences of indebtedness of the Club shall be signed by such Officer or Officers or such agent or agents of the Club and in such manner as the Board of Directors/Trustees from time to time may determine. Endorsements for

deposit to the credit of the Club in any of its duly authorized depositories shall be in such manner as the Board of Directors/Trustees from time to time may determine.

Section 5.05. Sale, Transfer, etc, of Securities. Sales, transfers, endorsements,

and assignments of Members of stocks, bonds, and other securities owned by or standing in the name of the Club and the execution and delivery on behalf of the Club of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment, shall be effected by the Commodore/President, the Vice Commodore/Vice President, the Rear Commodore/Vice President, or by any Officer or agent, thereunto authorized by the Board of Directors/Trustees.

Section 5.06. Proxies. Proxies to vote with respect to shares of stock of other

corporations used by or standing in the name of the Club shall be executed and delivered on behalf of the Club by the Commodore/President, the Vice Commodore/Vice President, the Rear Commodore/Vice President, or by any Officer or agent thereunto authorized by the Board of Directors/Trustees.

ARTICLE VI CAPITAL STOCK

Section 6.01. Stock Certificates. Every holder of a share of stock in the Club

shall be entitled to have a certificate, signed by the Commodore/President, the Vice Commodore/Vice President, or the Rear Commodore/Vice President, and the Secretary or Assistant Secretary, if any, and sealed with the seal (which may be a facsimile, engraved or printed) of the Club, if any, certifying the number and kind, class, or series of the share of stock owned by such Member in the Club; provided, however, that where such a certificate is countersigned by (a) a transfer agent or (b) registered by a registrar, the signature of any Officer of the Club may be a facsimile. In case any Officer who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate, shall cease to be such Officer of the Club, for any reason, before the delivery of such certificate by the Club, such certificate may nevertheless be adopted by the Club and be issued and delivered as though the person who signed it or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such Officer. Certificates representing shares of stock of the Club shall be in such form as provided by the statutes of the state of Utah. There shall be entered upon the stock transfer books of the Club at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the share of stock represented thereby, the number and kind, class, or series of such stock, and the date of issuance thereof. Every certificate exchanged or returned to the Club shall be marked “Canceled” together with the date of cancellation. No certificate shall be issued for a share of the Club’s stock until such share is fully paid.

Section 6.02. Transfer of Stock. Provided that such transfers have been approved,

in writing, by the Board of Directors/Trustees, transfers of shares of stock of the Club shall be made on the books of the Club upon the request of the holder of record thereof, or by such holder’s attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the Secretary of the Club or any of its transfer agents, and upon surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such stock. Except as provided by law, the Club and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any share as the absolute owner thereof for

all purposes, and accordingly shall not be bound to recognize any legal, equitable, or other claim to or interest in such share on the part of any other person or persons, whether or not it or they shall have express or other notice thereof.

Section 6.03. Regulations. Subject to the provisions of this Article VI and the

Articles of Incorporation, the Board of Directors/Trustees may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for Members of the stock of the Club.

Section 6.04. Maintenance of Stock Transfer Book at Principal Place of Business.

A stock transfer book (or books where more than one kind, class, or series of stock is outstanding) shall be kept at the principal place of business of the Club, containing the names of the Members of the Club, the number and class of stock of the Club purchased by them, their addresses, the amount paid for their stock, all transfers thereof, the names and addresses of the transferees, and the number and class of the share held by each. Such stock transfer books shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same.

Section 6.05. Transfer Agents and Registrars. The Board of Directors/Trustees

may appoint one (1) or more transfer agents and one (1) or more registrars with respect to the certificates representing shares of stock of the Club and may require all such certificates to bear the signature of either or both. The Board of Directors/Trustees may from time to time define the respective duties of such transfer agents and registrars. No certificate of stock shall be valid until countersigned by a transfer agent, if at the date appearing thereon the Club had a transfer agent for such stock, and until registered by a registrar, if at such date the Club had a registrar for such stock.

Section 6.06. Closing of Transfer Books and Fixing of Record Date. The Board of Directors/Trustees shall close the stock transfer books of the Club for a period of ten (10) days prior to any meeting of Members, the date for payment of any dividend, the date for the allotment of rights, a date in connection with obtaining the consent of Members for any purpose, or in order to make determination of Members for any other purpose.

Section 6.07. Lost or Destroyed Certificates. The Club may issue a new

certificate for stock of the Club in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors/Trustees may, in its discretion, require the owner of the lost or destroyed certificate or such owner’s legal representatives to give the Club: (i) an affidavit of loss in such form as the Board of Directors/Trustees may direct signed by such owner, and (ii) a bond in such form and amount as the Board of Directors/Trustees may direct, and with such surety or sureties as may be satisfactory to the Board of Directors/Trustees, to indemnify the Club and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate. A new certificate may be issued without requiring any affidavit of loss or bond when, in the judgment of the Board of Directors/Trustees, it is proper to do so.

ARTICLE VII EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 7.01. How Constituted. The Board of Directors/Trustees may, but shall

not be required to, designate an Executive Committee and such other committees of the Board of

Directors/Trustees as the Board of Directors/Trustees may deem appropriate including, but not limited to, a Race Committee, a Junior Program Committee, a Social Committee, and a Newsletter Committee. Each of such committees shall be constituted as determined by the Board of Directors/Trustees, and shall have such authority as is given to it by these Bylaws or as is given to it by the Board of Directors/Trustees in the resolution designating such committee. Members of the Executive Committee, if any, and of any other committees shall be designated annually at the annual meeting of the Board of Directors/Trustees; provided, however, that at any time the Board of Directors/Trustees may abolish or reconstitute the Executive Committee or any such other committees. Each member of the Executive Committee and of any such other committee shall hold office until such person’s successor shall have been designated or until such person’s resignation or removal in the manner provided in these Bylaws.

Section 7.02. Powers. During the intervals between meetings of the Board of

Directors/Trustees, the Executive Committee, if any, shall have and may exercise all powers of the Board of Directors/Trustees in the management of the business and affairs of the Club, except for the power to fill vacancies in the Board of Directors/Trustees or to amend these Bylaws and except for such powers as by law may not be delegated by the Board of Directors/Trustees to an executive committee.

Section 7.03. Regular Meetings. The Executive Committee, if any, and such

other committees as may be designated hereunder by the Board of Directors/Trustees, may provide by resolution, the time and place, either within or without the state of Utah, for the holding of regular meetings of the Executive Committee or such other committee without other notice than such resolution.

Section 7.04. Special Meetings. Special meetings of the Executive Committee, if

any, and such other committees as may be designated hereunder by the Board of Directors/Trustees, may be called by or at the request of the Commodore/President, the Vice Commodore/Vice President, the Rear Commodore/Vice President, or any two (2) members of the committee. The person or persons authorized to call special meetings of such committee may fix any place, either within or without the state of Utah, as the place for holding any special meeting of such committee.

Section 7.05. Notice. Notice of any special meeting of a committee shall be given

at least five (5) days prior thereto by written notice delivered personally, mailed, or sent by telegram to each member of the committee at such person’s business or home address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so-addressed, postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Notice personally delivered shall be deemed delivered upon personal delivery thereof to the member of the committee. Any member of a committee may waive notice of any meeting.

Section 7.06. Proceedings. The Executive Committee, if any, and such other

committees as may be designated hereunder by the Board of Directors/Trustees, may fix such committee’s presiding and recording officer or officers, and may meet at such place or places, at such time or times and upon such notice, or without notice, as such committee shall determine from time to time. Such committee shall keep a record of its proceedings and shall report such proceedings to the Board of Directors/Trustees at the meeting of the Board of Directors/Trustees next following.

Section 7.07. Quorum and Manner of Acting. At all such meetings of the

Executive Committee, if any, and of such other committees as may be designated hereunder by the Board of Directors/Trustees, the presence of members constituting a majority of the total authorized membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. The members of the Executive Committee, if any, and of such other committees as may be designated hereunder by the Board of Directors/Trustees from time to time, shall act only as a committee and the individual members thereof shall have no powers as such.

Section 7.08. Informal Action by Committees. Any action required to be taken at

a meeting of a committee of the Board of Directors/Trustees or any other action which may be taken at a meeting of a committee, 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 of the committee. Such consent shall have the same legal effect as a unanimous vote of all the members of the committee.

Section 7.09. Meetings by Telephone Conference Call. Members of the

Executive Committee, if any, and of such other committees as may be designated hereunder, may participate in a meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting.

Section 7.10. Resignations. Any member of the Executive Committee, if any, and

of such other committees as may be designated hereunder by the Board of Directors/Trustees, may resign at any tune by delivering a written resignation to either the Commodore/President, the Secretary, or Assistant Secretary, if any, or to the presiding officer of the committee of which such person is a member, if any shall have been appointed and shall be in office. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 7.11. Removal. The Board of Directors/Trustees may at any time remove

any member of the Executive Committee, if any, or of any other committee designated by it hereunder either for or without cause.

Section 7.12. Vacancies. If any vacancy shall occur in the Executive Committee,

if any, or of any other committee designated by the Board of Directors/Trustees hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and, provided that two (2) or more members are remaining, continue to act. Such vacancy may be filled at any meeting of the Board of Directors/Trustees.

ARTICLE VIII INDEMNIFICATION

Section 8.01. Indemnification With Respect To Third Party Actions. The Club

may, but, except as set forth in Section 8.03 below, shall have no duty or obligation to, indemnify any person who was or is a party or is threatened to be made a party to any threatened,

pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Club), by reason of the fact that such person is or was a Director/Trustee, Officer, employee, or agent of the Club, or is or was serving at the request of the Club as a Director/Trustee, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit, or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Club and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Club, and with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 8.02. Indemnification With Respect To Club Actions. The Club may,

but, except as set forth in Section 8.03 below, shall have no duty or obligation to, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Club to procure a judgment in its favor by reason of the fact that such person is or was a Director/Trustee, Officer, employee, or agent of the Club, or is or was serving at the request of the Club as a Director/Trustee, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses, including attorneys’ fees actually and reasonably incurred by such person in connection with the defense the defense or settlement of the action or suit, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Club, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Club unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court considers proper.

Section 8.03. Determination. To the extent that a Director/Trustee, Officer,

employee, or agent of the Club has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.01 or 8.02 hereof, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses, including attorneys’ fees actually and reasonably incurred by such person in connection therewith. Any other indemnification under Sections 8.01 or 8.02 hereof may be made by the Club only upon a determination that indemnification of the Director/Trustee, Officer, employee, or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 8.01 or 8.02 hereof. The determination shall be made: (i) by the Board of Directors/Trustees by a majority vote of a quorum consisting of Directors/Trustees who are not parties to such action, suit, or proceeding, or (ii) by the Members by a majority vote of a quorum of Members at any meeting duly called for such purpose.

Section 8.04. General Indemnification. The indemnification and advancement of

expenses provided by this Article may not be construed to be exclusive of any other right to which a person seeking indemnification or advancement of expenses may be entitled to under

any Bylaw, agreement, vote of Members or disinterested Directors/Trustees, or otherwise, both as to action in their official capacity and as to action in another capacity while holding office.

Section 8.05. Advances. Expenses incurred in defending a civil or criminal

action, suit, or proceeding as contemplated in this Article may, but need not, be paid by the Club in advance of the final disposition of the action, suit, or proceeding upon a majority vote of a quorum of the Board of Directors/Trustees and upon receipt of an undertaking by or on behalf of the Director/Trustee, Officer, employee, or agent that such person shall repay the amount advanced if it is ultimately determined that such person is not entitled to be indemnified by the Club as authorized by this Article.

Section 8.06. Scope of Indemnification and Advancement of Expenses. The

indemnification and advancement of expenses authorized by this Article shall, unless otherwise provided when the indemnification or advancement of expenses is authorized or ratified, continue as to a person who has ceased to be a Director/Trustee, Officer, employee, or agent of the Club or, as requested by the Club, of another corporation, partnership, joint venture, trust, or other enterprise and shall inure to the benefit of his heirs, executors, and administrators and shall be in addition to all other indemnification permitted by law.

Section 8.07. Insurance. The Club may purchase and maintain insurance on

behalf of any person who is or was a Director/Trustee, Officer, employee, or agent of the Club, or is or was serving at the request of the Club as a Director/Trustee, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Club would have the power to indemnify such person against the liability under the provisions of this Article VIII or the laws of the state of Utah, as the same may hereafter be amended or modified.

ARTICLE IX FISCAL YEAR

The fiscal year of the Club shall be the calendar year unless otherwise fixed by

resolution of the Board of Directors/Trustees or unless otherwise required by applicable law.

ARTICLE X DIVIDENDS

The Board of Directors/Trustees may from time to time declare, and the Club

may pay, dividends on its outstanding Members in the manner and upon the terms and conditions provided by law. Notwithstanding the foregoing, the Board of Directors/Trustees shall have no obligation to either declare or pay dividends.

ARTICLE XI AMENDMENTS

All Bylaws of the Club, whether adopted by the Board of Directors/Trustees or

the Members, shall be subject to amendment, alteration, or repeal, and new Bylaws may be made, except that, if any Bylaw regulating an impending election of Directors/Trustees is adopted or amended or repealed by the Board of Directors/Trustees, there shall be set forth in the notice of the next meeting of the Members for the election of Directors/Trustees, the Bylaw so adopted or amended or repealed, together with a concise statement of the changes made.

ADOPTED as of the day and year first hereinabove set forth.

___________________________________ ___________________________________ TIM ADAMS, Director/Trustee EUGENE MORGAN, Director/Trustee and Flag Officer ___________________________________ ___________________________________ GERRY BROWN, Director/Trustee and BRYANT PRATT, Director/Trustee and Flag Officer Flag Officer ___________________________________ ___________________________________ DARIN CHRISTENSEN, Director/Trustee WARREN STOCKTON, Director/Trustee ___________________________________ ___________________________________ AL KOFOED, Director/Trustee ALICIA SCHILDER, Director/Trustee ___________________________________ DANIEL MERRIMAN, Director/Trustee