THE MARINE CLUB BY-LAWS

THE MARINE CLUB BY-LAWS BY LAW #1 I. NAME AND OBJECTS The name of the Corporation shall be The Marine Club. The Marine Club is the fraternity of those persons engaged in, concerned with or directly interested in the Water Carrying Trades on the Great Lakes System and the connecting waters of Canada. The objects of the Club are: (1) to promote shipping and the Water Carrying Trades in the Great Lakes area; (2) to promote co-operation and fellowship amongst its members; (3) to hold informal social functions for its members as a means of promoting fellowship; and (4) to further knowledge of the Water Carrying Trades in the shipping industry of the Great Lakes, both among its member and the general public, and to that end to provide a forum for the discussion and exchange of views on matters affecting the industry. II. MEMBERSHIP Subject to the approval of the Board of Directors, membership in the Club is open, upon application, to any person of managerial, professional or technical qualifications who is engaged in the marine industry or in an allied industry or activity. The membership of the Club shall consist of the applicants for incorporation, and any other individuals who are approved by the Board of Directors. Members shall be entitled to one vote at any annual general or special meeting of the Club. (1) The Board of Directors may by resolution fix the amount of the annual membership fee for each Club year (which shall be from the 1 st day of April to the 31 st day of March) and failing such resolution the membership fee shall remain as fixed for the previous year. (2) In the event that a member (other than an Honorary Life Member) fails to pay within a reasonable time the annual membership fee as invoiced to him/her by the secretary-treasurer of the Club, the Board of Directors may, without further notice to the member, terminate the membership by resolution. In any event,

membership automatically lapses if the annual membership fee is not paid by the end of the Club year in which it is due. (3) The Board of Directors may elect individuals who, in the opinion of the Board, have made an outstanding contribution to the Club or to the shipping industry and the Water Carrying Trades, as Honorary Life Members of the Club. III. MEETINGS OF THE CLUB (1) An Annual Meeting shall be held each year at a time and place within Ontario to be fixed by the Board of Directors to: (a) (b) (c) (d) (e) (f) elect the officers of the Club; elect members of the Club as directors to replace those directors whose terms have expired; to received the report of the President; to received the financial statements of the Club and the report of the Auditors thereon; to appoint Auditors for the ensuing year; to conduct such business of the Club as comes before it pursuant to the provisions of the By-laws; The Board of Directors may by resolution waive the appointment of Auditors for a financial year and may by resolution waive the requirement of an auditor s report for any financial year. (2) The Board of Directors may whenever they think fit and shall upon request made in writing by fifty or more members of the Club convene a special general meeting. The request in writing shall express the object of such special general meeting and may be delivered to any officer of the Club. In the event that written notice of such special general meeting is not given as herein provided within four weeks of the delivery of the said request in writing, any member signing the said request in writing may give written notice of the special general meeting at the expense of the Club and for that purpose has a right of access to the books of the Club. (3) Written notice of the Annual Meeting or of the Special General Meeting shall be sent, by prepaid mail, to all members of the Club at least 14 days prior to the meeting at their last address recorded on the books of the Club. No accidental error or omission in giving notice of such meeting shall invalidate such meeting or any proceedings taken thereat.

(4) Forty members shall constitute a quorum for any meeting of the Club and for the transaction of any business thereat, and if within one half hour of the time appointed for any Special General Meeting a quorum of members is not present, the meeting shall not proceed. In the case of an Annual Meeting the Chairman may adjourn the meeting until a date at least seven days later as fixed by the Chairman to be held at the same hour and place and if at such adjourned meeting a quorum is still not present the meeting shall not proceed. (5) The Chairman may with the consent of any meeting adjourn it from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business for which the meeting was called. (6) At any meeting unless a poll is demanded a direction by the Chairman that a resolution has been carried and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or the proportion of the votes required in favour of or against the resolution. IN the event of an equal division of votes the Chairman of the meeting shall cast the deciding vote. IV. BOARD OF DIRECTORS (1) The affairs of the Club shall be managed by a Board of Directors (herein called the Board ) composed of fourteen elected members plus the officers of the Club who shall automatically become directors upon their election or appointment as officers. The officers of the club shall be the President, First Vice President, Second Vice President, Secretary/Treasurer and the two Immediate Past Presidents. The Board of Directors shall total twenty. (2) Ten Members of the Board of Directors shall constitute a quorum for the purpose of transacting business at a meeting of the Board. (3) In each year the term of one-third of the directors who are not officers of the club shall expire and their successors shall be elected at the Annual General Meeting for a term of three years. (4) In the event that there is a vacancy in the Board the Directors may fill the vacancy by appointing any member of the Club in good standing to the Board for the balance of the tern falling vacant. (5) The two immediate past presidents shall be, ex officio, members of the Board with full right to vote. (6) Meetings of the board may be held at any time and place to be determined by the President provided that seventy-two hours notice shall be given to each member

of the Board. No formal notice shall be necessary and notice may be waived by members of the Board by instrument in writing. (7) The Board shall have power to appoint sub-committees and to delegate to such sub-committees any of its own posers and such sub-committees shall have authority to regulate their own proceedings and to transact such business as may be delegated to them by the Board, and shall report the proceedings of their meetings to the Board but otherwise shall not have authority to bind the Board or the Club. (8) The Board may decide the procedures to be followed by it for the carrying out of its duties and responsibilities provided the same are not contrary to these By-laws. Questions arising at any meeting of the Board shall be decided by a majority of the votes cast by those present and voting on such question. In case of an equality of votes the Chairman of the meeting of the Board shall cast the deciding vote. A resolution in writing signed by all members of the Board shall be as valid and effectual as if passed at a meeting of the Board duly called and constituted. (9) The Board of Directors shall have the power by resolution to remove any director from office for failure to carry out his or her duty. (10) The Board of Directors may require a director who has failed to attend at three consecutive meetings of the board to appear before it and to give satisfactory explanation as to such non attendance. The Board of Directors may remove any director from office for failure to appear before the board as requested or for failure to provide such satisfactory explanation. V. EXECUTIVE COMMITTEE (1) In the interval between meetings of the Board the business and affairs of the Club shall be managed by an Executive Committee. The Executive committee may authorize the expenditure of the funds of the Club in the course of its business for the purpose of carrying out its objects, but shall not have authority to incur any extraordinary expenditure without prior approval of the Board. (2) Meeting of the Executive Committee may be called by the President at any time at such time and place as he may decide. Informal notice of such meeting must be given to other members of the Executive Committee at least twenty-four hours prior thereto but the accidental error or omission in giving notice of such meeting shall not invalidate such meeting or proceedings taken thereat. (3) The President, the Immediate Past President, the First Vice-President and the Second Vice President, and the Secretary-Treasurer together with such other members as the Executive committee shall elect from the directors or the past Presidents of the Club shall constitute the Executive Committee of the Club.

VI. NOMINATING COMMITTEE (1) There shall be a Nominating Committee comprising of the immediate Past President (who shall be the Chairman), the President, the First Vice-President and the Secretary-Treasurer. (2) Each year members may submit to the Nominating Committee by the 3 rd Friday in October suitable names of members for election as directors and officers of the Club for consideration by the Committee. (3) The Nominating Committee shall meet and submit its report to the President prior to the Annual Meeting of the Club, in sufficient time to enable the Secretary to mail copies of the report to the membership at least three full days before the Annual Meeting. (4) The duties of the Nominating Committee shall be: a. to consider nomination submitted by members of the Club; b. to endeavour to maintain in its recommendations a proper representation on the Board of the various branches of the marine industry, the industries and activities allied therewith and the various geographical sub-divisions; c. select from those nominated by members of the Club and /or to nominate suitable persons for election as officers and directors of the Club; and d. to report to the Annual Meeting its recommendations as to the Officers and Directors of the Club for the ensuing year. VII. FINANCE COMMITTEE (1) There shall be a finance committee consisting of the President, the First Vice- President (who shall be the Chairman) and the Secretary-Treasurer, of whom two shall constitute a quorum. (2) In each year a Finance Committee shall be appointed by the Board at the meeting immediately after its election, and shall continue as a Finance Committee until its successor shall have been appointed in accordance herewith. (3) Meeting of the Finance Committee may be held at any time and place to be determined by the Finance Committee, provided that forty-eight hours notice shall be given to each member of the Finance Committee. No formal notice shall be necessary if all Finance Committee members are present at the meeting or waive notice thereof in writing.

(4) The duties of the Finance Committee shall be: VIII. OFFICERS a. to recommend to the Board a financial operation program, and establish the financial policy of the Club; b. to recommend to the Board the annual membership fee for the ensuing year; c. to approve expenditures on behalf of the Club; d. generally to do all such things as may be necessary to maintain the Club on a sound financial basis; e. to recommend to the Board donations and/or subsidies to Good Works programs from the surplus funds of the Club; and f. to report to the Executive Committee on the advisability of any expenditure on behalf of the Club upon being requested to do so by the Executive Committee. (1) The officers of the Club shall consist of a President, the immediate Past President, the First Vice-President, the Second Vice-President and the Secretary-Treasurer. (2) The officers to be elected each year shall be the members named in the report of the Nominating Committee, subject to any amendments thereto which may be made by the members at the Annual Meeting. If, during the year, a vacancy should occur in any office, the Nominating Committee may fill the vacancy with any member in good standing. (3) The President shall preside at all meetings of the Club and of the Directors and shall call or direct the Secretary to call all meetings of the Club and Directors and shall perform such other duties as may be required by his office. The President shall be a member ex officio of all sub-committees of the Directors. (4) The First Vice-President shall, in absence of the president, preside at all meetings of the Club and the Board and shall also in the absence or inability of the President to act, exercise such other Authority as is vested in the President. In the absence of the President and First-Vice President, the Second Vice-President shall have the same authority as the First Vice-President. (5) The Secretary-Treasurer shall attend and keep a record of the proceedings at all meetings of the Club and the Board. He shall keep the Register of Members and such other books as are required to be kept. He shall have custody of all monies belonging to the Club and shall keep an account of the same and deposit the same

in a chartered bank in the name of the Club. He shall also pay all accounts approved by the President or on of the Vice-Presidents. He shall prepare and submit at the annual meeting of the Club a statement of the financial affairs of the Club and shall at all times be subject to the orders of the President or Directors. (6) The officers shall hold office for one year and until their successors are elected or appointed in their stead. IX. FINANCIAL (1) All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Club, shall be signed by such officer or officers, agent or agents of the Club and in such manner as shall from time to time be determined by resolution of the Board of Directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the Club through its bankers, and endorse notes and cheques for deposit with the Club s bankers for the credit of the Club, or the same may be endorsed for collection or for deposit with the bankers of the Club by using the Club s rubber stamp for the purpose.