BYLAWS OF

SHREWSBURY POWER SQUADRON, INC.

A UNIT OF

UNITED STATES POWER SQUADRONS

ARTICLE I

NAME

Section 1.1 The name of this organization shall be Shrewsbury Power Squadron, Inc., constituting a Squadron and unit of United States Power Squadrons, a nonprofit organization.

Nonprofit Organization

Section 1.2 This is a nonprofit organization organized under the laws of the State of New Jersey. The bylaws of United States Power Squadrons and any rules and regulations made pursuant thereto, not inconsistent with federal, state or local laws, shall take precedence over those of this squadron, and all provisions thereof affecting the conduct of the affairs of this squadron shall prevail.

Human Rights Laws

Section 1.3 The squadron and its members shall at all times observe all federal, state and human rights laws, regulations and ordinances applicable to any squadron activity, procedure or practice. No person may be refused membership, denied office, or be prevented from participating in any activity because of any fact or circumstance which would identify that person as one of a protected class of individuals under the human rights laws, regulations or ordinances of any governmental jurisdiction where the person resides or in which the squadron conducts business.

ARTICLE II

OBJECTS

Section 2.1 The objects of Shrewsbury Power Squadron shall be:

2.1.1 To selectively associate congenial persons of good character having a common love and appreciation of yachting as a nationwide fraternity of boatmen;

2.1.2 To encourage and promote yachting, power and sail, and to provide through local squadrons and otherwise a practical means to foster fraternal and social relationships among persons interested in yachting;

2.1.3 To encourage and promote a high amateur standard of skill in the handling and navigation of yachts, power and sail; to encourage and promote the study of the science and art of navigation, seamanship, and small boat handling; to develop and promote instructional programs for the benefit of members; and to stimulate members to increase their knowledge of and skill in yachting, through instruction, self education and participation in marine sports activities and competition;

2.1.4 To encourage its members to abide by recognized yachting traditions, customs and etiquette; and

2.1.5 To render, and encourage its members to render, such altruistic, patriotic or other civic service as it may from time to time determine or elect.

Section 2.2 As used herein, unless the context clearly indicates otherwise, the term:

2.2.1 USPS means United States Power Squadrons.

2.2.2 District means a district of USPS.

2.2.3 Squadron means this squadron.

2.2.4 Members, officers, committees, delegates and subjects treated generally refer to and mean those of this squadron.

2.2.5 Policy and authority of USPS refers to and means the bylaws of USPS, the policies adopted by the USPS Governing Board, and the current USPS Operations Manual which supplements these documents.

Section 2.3 Any word denoting gender used in these bylaws shall apply equally to either gender as the context may require.

ARTICLE III

MEMBERSHIP

Section 3.1 Membership in USPS and in this squadron is a privilege, not a right, and shall be by application and contingent upon meeting eligibility requirements as set forth in the bylaws of USPS. Admission to membership in USPS is a function of the USPS Governing Board and is delegated to the squadron Executive Committee subject to the policy and authority of USPS. No membership shall be valid unless the member meets and continues to meet the factual requirements of membership in USPS according to the policy and authority of USPS and of this squadron. Any prospective member shall be expected to be able and willing to contribute energy and skill to the objects of this squadron and USPS.

Section 3.2 No blanket invitation to membership may be made by any person to any group of persons.

Section 3.3 There shall be the following classes of membership in this Squadron: active, family, associate and honorary. Such membership shall at all times be contingent upon the fulfillment of all obligations to United States Power Squadrons and to this Squadron.

Section 3.4 The active members of this squadron shall consist of persons who meet membership qualifications set forth by the policy and authority of USPS and who are admitted to membership as herein provided.

Section 3.5 Family members of this squadron may be admitted in the same manner as active members. Persons eligible to be admitted as family members shall consist of persons related to an active member by blood, legal adoption or marriage and who reside with or are dependents of such active member. Family members shall enjoy only such privileges as are in accordance with the policy and authority of USPS.

Section 3.6 The Associate Membership of this Squadron shall consist of Active Members in good standing of other Squadrons of United States Power Squadrons or Canadian Power and Sail Squadrons, who have been granted associate membership by the Executive Committee. An Associate Member shall have all the powers and privileges of Active Members except that he shall not be entitled to representation by a Delegate of this Squadron at any meeting of USPS, and shall not be entitled to vote nor hold an elective office in this Squadron. He shall not be entitled to represent this squadron at any USPS or district meeting.

Section 3.7 An application for membership in this squadron must have been endorsed by one or more active members before being presented to the Executive Committee for final action. Admission to any class of membership in this squadron shall require a majority vote of the Executive Committee members present and voting at a duly constituted meeting of said committee.

Section 3.8 Any Active Member who is awarded twenty-five Merit Marks shall become a Life Member. Such Life Members shall have all the privileges of Active Members except that they shall be exempt from further local dues payments, and shall receive similar exemptions in this Squadron as are appropriate to match those granted by USPS.

Section 3.9 There may be such number of Honorary Members as the Executive Committee may from time to time recommend, who shall be elected on an annual basis to such membership by reason of conspicuous service rendered in the interest of this Squadron. Such Honorary Members shall be recommended by a majority vote of the Executive Committee, subject to election by two-thirds vote of the members present and voting at a regular Squadron meeting. Honorary Members shall not be subject to the payment of entrance fees or dues to this Squadron; they shall not be entitled to hold office, nor shall they be entitled to representation by a Delegate of this Squadron at any meeting of United States Power Squadrons. They shall have no vote at any meeting, nor wear or display the Ensign or any insignia of United States Power Squadrons nor shall they be permitted any other rights extended to regularly elected members. An Honorary Member in Shrewsbury Power Squadron shall have no vote at any meeting of this Squadron. However, Honorary Members may wear, with civilian attire only, the Membership Lapel Button of United States Power Squadrons.

Section 3.10 The classification of members and the educational grades of members attaining advanced grades shall be in accordance with the policy and authority of USPS.

ARTICLE IV

SQUADRON APPRENTICES

Section 4.1 In accordance with the policy and authority set forth in the Bylaws of USPS, as from time to time amended, any person who has attained at least the age of 12, and who does not otherwise qualify for another class of membership, may become associated with this squadron as an apprentice for a time not to extend beyond the dues year in which he reaches his 18th birthday, provided that he has been evaluated by the Membership Committee before being presented to the Executive Committee for final approval, he has passed an examination approved by the Operating Committee and he conforms to any additional requirements as determined by the Executive Committee. Approval of the Executive Committee shall require the affirmative vote of at least two-thirds of the members present and voting.

Section 4.2 A squadron apprentice associated with this Squadron shall have only such rights and privileges, shall be subject to such limitations and conditions and shall pay such fees as are set forth by the policy and authority of USPS and of this squadron. If and when a Squadron Apprentice becomes an Active Member of this Squadron, all fees paid to this Squadron as a Squadron Apprentice shall be credited toward corresponding fees required to be paid as a member.

ARTICLE V

OFFICERS AND COMMITTEES

Section 5.1 The Bridge Officers of the Squadron shall be Commander, Executive Officer, Educational Officer, Administrative Officer, Secretary and Treasurer. The Executive Officer, Educational Officer, Administrative Officer, Secretary and Treasurer shall serve with the rank of Lieutenant Commander.

Section 5.2 There shall be an Assistant Educational Officer, an Assistant Secretary and an Assistant Treasurer, elected in the same manner as the Bridge Officers, who shall serve with the rank of First Lieutenant.

Section 5.3 There shall be an Executive Committee consisting of the Bridge Officers, the Immediate Past Commander, and four members elected from the membership of the Squadron, two each year for a two-year term.

Section 5.4 There shall be a Nominating Committee consisting of a Chairman and four other members, elected as provided hereinafter. No member of this committee shall be eligible for nomination by said Committee to any of the offices established in Article V, Sections 1 and 2 of these Bylaws.

Section 5.5 There shall be an Auditing Committee consisting of two members, neither of whom may be a member of the Executive Committee, elected as provided hereinafter.

Section 5.6 There shall be a Rules Committee, consisting of a chairman and four other members, elected as provided hereinafter. The Chairman of this Committee shall serve with the rank of Lieutenant.

Section 5.7 The Commander shall appoint the Chairman and members of a Membership Committee and the Chairman and members of a Finance Committee. The Chairmen of these Committees shall serve with the rank of Lieutenant.

Section 5.8 The Commander shall annually appoint a Member Involvement Committee composed of two or more members. The Chairman of this Committee shall serve with the rank of Lieutenant.

Section 5.9 The Commander shall appoint a Law Officer, who should be an attorney-at-law authorized to practice as such in the State of New Jersey. The Law Officer shall serve with the rank of Lieutenant.

Section 5.10 There shall be a Planning Committee consisting of five (5) members, each of whom shall be an active member of this Squadron and shall have earned at least five (5) Merit Marks in this Squadron; at least three (3) of the members of this committee shall be Past Commanders of this Squadron. The Commander shall appoint the Chairman and members of this committee. The Chairman shall serve with the rank of Lieutenant.

Section 5.11 There shall be Local Boards of the Educational Department as required by the Bylaws, policy and authority of USPS, subject to the direction and supervision of the Squadron Educational Officer. The Commander shall appoint the Chairmen and members of the Local Boards upon advice of the squadron Educational Officer. Only persons whose qualifications are acceptable to the District Educational Officer shall be appointed to serve on a Local Board.

Section 5.12 The Commander shall appoint the Chairmen and members of such other committees as may be required by the Bylaws or policy of USPS, and may appoint the Chairmen and members of such other committees as he deems necessary. The Chairmen of such committees shall serve with the rank of Lieutenant.

Section 5.13 The Commander may appoint a Chaplain, a Flag Lieutenant, a Property Officer, a Legislative Officer, and such other Lieutenants or aides as he deems necessary, to perform such duties as the Commander or the Executive Committee may assign. They shall hold office at the Commander's pleasure. These Officers and Aides shall serve with the rank of Lieutenant.

Section 5.14 No person will be eligible for nomination, election, appointment, or to hold office in this Squadron unless he is an Active Member in good standing. No person will be eligible for nomination or election to the office of Educational Officer or Assistant Educational Officer unless his qualifications for such office have been approved by the National Educational Officer of

USPS or his designee prior to his nomination, in accordance with the Bylaws of USPS. No person shall be eligible for nomination for or election to any of the offices established in Sections 1 and 2 of this Article unless he has been awarded at least one Advanced Grade as defined by the Governing Board of the United States Power Squadrons, and has been awarded the right to wear at least one merit mark or has been granted exception to this requirement in accordance with the

Bylaws of USPS.

Section 5.15 No member shall simultaneously hold more than one office which entitles him to a vote, or to a potential vote as assistant to a Bridge Officer, on the Executive Committee. The election of any member to a position which entitles him to a vote or to a potential vote on the Executive Committee shall, upon his acceptance of such election, constitute a resignation from any such previously held position.

Section 5.16 All elected officers, elected chairmen and elected committee members shall be active members of this squadron.

Section 5.17 No individual shall be eligible for election to the office of commander for more than two consecutive terms of one year each.

ARTICLE VI

DUTIES AND POWERS OF

OFFICERS AND COMMITTEES

Section 6.1 The Commander shall be the ranking officer of the Squadron. He shall preside at meetings of the Squadron and of the Executive Committee and shall have command of the fleet when boats of this Squadron are assembled. He shall make such recommendations for membership to Committees and Offices of USPS and such reports to the District Commander and/or to USPS as are required by the Bylaws of USPS or recommended in the Operations Manual of United States Power Squadrons. He shall be an ex officio member of all committees and boards of this Squadron except the Auditing, Rules and Nominating Committees. The Commander shall, with the advice and approval of the Executive Committee, appoint delegates to the Conference of the District to which this Squadron is assigned and to the Annual and Special Meetings of United States Power Squadrons, or he may request the election of such delegates at any meeting of the Squadron, provided that notice that such election will be held be included in the notice of such meeting. He shall execute all written instruments in the name of this squadron when directed by the Executive Committee or the membership.

Section 6.2 The Executive Officer shall assist the Commander as directed by him, and in the Commander's absence or incapacity, he shall perform the duties and exercise the powers of the Commander. He shall succeed to the office of Commander should a vacancy occur in that office other than by expiration of the term of office. He shall be an ex-officio member of all committees of the Executive Department. He shall have general supervision of the Executive department as directed by the membership, the commander or the Executive Committee.

Section 6.3 The Educational Officer, the Assistant Educational Officer, the Local Board for Boating, the Local Board for Advanced Grades and the Local Board for Elective Courses shall perform such duties as are prescribed for them in the Bylaws of USPS, and the Operations Manual. The Educational Officer shall be an ex-officio member of all committees of the Educational Department.

Section 6.4 The Administrative Officer shall assist the Commander as directed by him, the membership or the Executive Committee and in the absence or incapacity of the Commander and the Executive Officer, he shall perform the duties and exercise the powers of Commander. He shall be an ex-officio member of all committees of the Administrative Department.

Section 6.5 The Secretary shall:

6.5.1 Keep a record of the proceedings of all meetings of the Squadron membership and the Executive Committee, including attendance at meetings, motions made and their disposition, and of all matters of which a record is deemed advisable, in books belonging to the Squadron, which records shall, at all reasonable times, be open to inspection by any Active Member. No detailed records shall be kept relating to discussions or votes on applications to membership.

6.5.2 Maintain a current list of the names and addresses of all members, with the dates and numbers of their Certificates, their grades and Merit Marks, and where feasible information concerning their vessels.

6.5.3 Keep and file all documents, records, reports and communications connected with the business of this Squadron.

6.5.4 Make a report at the Annual Meeting and at other times when directed by the Commander or the Executive Committee.

6.5.5 Notify each new member of his admission to membership.

6.5.6 Notify United States Power Squadrons of names and addresses of members admitted to this Squadron, of any changes in membership or addresses of members and of the election of officers.

6.5.7 Mail the required notices of all meetings of this Squadron and of the Executive Committee, and all lists of nominees for election as provided in these Bylaws.

6.5.8 Notify all active Woman's Certificate Holders of the schedule of courses offered by the Educational Department.

6.5.9 Perform such other appropriate duties as may be assigned to him by the Executive Committee or the Commander or as are required by the Bylaws of USPS or recommended in the Operations Manual.

6.5.10 At the termination of his term of office, turn over to his successor all documents, records and properties belonging to the Squadron pertaining to his official office in this Squadron.

Section 6.6 The Treasurer shall:

6.6.1 Collect and hold in the name of the Squadron all moneys payable to the Squadron.

6.6.2 Pay all bills contracted for this Squadron when approved in accordance with appropriations, policies and procedures established by the Executive Committee.

6.6.3 Make a report at the Annual Meeting of all receipts and disbursements during the fiscal year and of the amount in his possession at the end of the year, and make reports at such other times as directed by the Commander or the Executive Committee. The fiscal year of this Squadron shall run from the first day of March of any year to the last day of February of the following year.

6.6.4 Keep a true and complete record of all monies and property of this Squadron received by him, and of all dispositions made by him of such monies and property.

6.6.5 Not less than 15 days before the start of the dues year of each year, send to each Associate Member a bill for dues for the following dues year.

6.6.6 No later than 15 days prior to the end of the current dues year, notify all members whose following-year dues have not been received that, should such dues be unpaid two weeks after the beginning of the following dues year, their membership shall be terminated without further notice.

6.6.7 Unless sent to each member by USPS, send to the last known address of each member at such time as the policy and authority of USPS may direct, a bill for the member's dues for the following dues year. Collect moneys due to USPS from the members of this Squadron and promptly transmit them to the Treasurer of USPS, reporting to said Treasurer no later than 30 days after the beginning of the dues year, in each year, the names of all members of this Squadron in arrears according to the schedule set forth by the policy and authority of USPS.

6.6.8 Pay to the District of which this squadron is a member the annual district assessment, if any, based on such membership statistics, at such time and in such manner as directed by the district.

6.6.9 Perform such other appropriate duties as are required by the Bylaws of USPS or by the Operations Manual or as the Commander or the Executive Committee may direct.

6.6.10 Prepare and file, in a timely manner, all federal, state and local tax information returns, following the recommendations and instructions of the national treasurer.

6.6.11 At the termination of his term of office turn over to his successor all funds, official documents, property and records of this squadron.

Section 6.7 The Executive Committee, also known as the Board of Directors, shall:

6.7.1 Have general charge of the policy, management and finances of this Squadron; be vested with, and have custody of all of the property of this Squadron; and appropriate such sums as may be deemed advisable, within its resources, for the interests of the Squadron.

6.7.2 Approve applications for all classes of squadron membership.

6.7.3 Fill any vacancy in any elective office of this Squadron, by majority vote of those present at any meeting of the Committee, the person so elected to hold office until the next regular or special meeting of this Squadron, or until his successor shall be duly elected.

6.7.4 Designate depositories in which the Squadron's funds shall be kept and fix the amount of the Treasurer's bond.

6.7.5 Enforce the authority given to it under these Bylaws and take any action necessary to promote the best interests of this Squadron.

Section 6.8 The Nominating Committee shall perform such duties as are prescribed hereinafter.

Section 6.9 The Auditing Committee shall examine all records of the Treasurer, audit his books and report its findings at the Annual Meeting. An additional audit shall be performed should a different individual assume the office of treasurer prior to the end of the fiscal year.

Section 6.10 The Membership Committee shall perform such duties as are prescribed for it in the Bylaws of USPS and the Operations Manual.

Section 6.11 The Member Involvement Committee shall ensure that all members are kept aware of the educational, service and social activities of the squadron and shall work closely with the Membership Committee to ensure that new members become quickly involved in squadron activities.

Section 6.12 The Finance Committee shall:

6.12.1 Prepare a budget for the following fiscal year which will be submitted to the Executive Committee for review and for approval at a meeting of the Executive Committee no later than the Executive Committee meeting in December, prior to its being presented to the active members for adoption.

6.12.2 Review the comparison between actual and budgeted income and expenses prepared by the Treasurer and, where the difference is significant, prepare a written report evaluating the trends and implications thereof to be presented at the next Executive Committee meeting.

6.12.3 Advise the Executive Committee on any financial matter referred to it by the Executive Committee.

Section 6.13 The Rules Committee shall maintain knowledge of the Bylaws and policies of United States Power Squadrons and the Model Bylaws and shall recommend changes to the Squadron Bylaws as they become necessary, and shall be the final authority within the Squadron on interpretation of the Squadron Bylaws and the Bylaws and Operations Manual of USPS as they apply to Squadron activities.

Section 6.14 The Planning Committee shall make recommendations from time to time for the general welfare of the Squadron, and shall study and make recommendations on any matter referred to it by the Commander, the Executive Committee or the membership. The Chairman shall report on behalf of the committee as required and shall file a report with the Executive Committee at its last meeting preceding the Annual Meeting.

Section 6.15 Flag Lieutenant and Property Officer.

6.15.1 The Flag Lieutenant shall serve as Aide to the Commander and have such other duties as the Commander or the Executive Committee may assign to him.

6.15.2 The Property Officer shall have the custody of the Squadron equipment and shall, if so authorized by the Executive Committee, have charge of the procurement and sale to members of Ensigns, insignia and other paraphernalia approved by United States Power Squadrons. He shall be responsible to the treasurer for all funds received from the sale of supplies.

Section 6.16 Law Officer and Legislative Officer.

6.16.1 The Law Officer shall take care of all legal matters of this Squadron, provide guidance to the Rules Committee in the interpretation of the Bylaws of this Squadron as well as the Bylaws of USPS as it applies to the Squadron. He shall have such other duties as the Commander may request and shall establish close liaison with the District Law Officer.

6.16.2 The Legislative Officer shall keep current on all laws pending which might affect the members of this Squadron in their boating activities and inform the Commander and the membership of such laws and the effect if such laws were to be passed. Lobbying in a representative capacity shall not be undertaken under any circumstances.

Section 6.17 Assistant Educational Officer, Assistant Secretary and Assistant Treasurer.

6.17.1 The Assistant Educational Officer shall assist the Educational Officer in the discharge of his duties, and in his absence or incapacity, shall act in his stead, including voting at any meeting of the Executive Committee.

6.17.2 The Assistant Secretary shall assist the Secretary in the discharge of his duties, and in his absence or incapacity, shall act in his stead, including voting at any meeting of the Executive Committee.

6.17.3 The Assistant Treasurer shall assist the Treasurer in the discharge of his duties, and in his absence or incapacity, shall act in his stead, including voting at any meeting of the Executive Committee.

Section 6.18 The Aides, Lieutenants and Chairmen and members of Committees and Local Boards shall perform such duties as are usual for their position and as may be directed by the Commander or their respective department heads.

ARTICLE VII

FEES AND DUES

Section 7.1 The entrance fee and annual dues for each Active, Family and Associate Member of this Squadron shall be reviewed each year by the Executive Committee and their recommendation for the following dues year shall be contained in the notice of a regular meeting of the Squadron no later than four months before the start of the dues year and voted upon at that meeting. The dues of USPS and of this Squadron shall be due and payable, on the same date as the annual dues of the USPS. Such entrance fee and annual dues shall be as so determined provided, however, in the event that no entrance fee or dues are so fixed for any dues year, they shall be in the same amount as the entrance fee and dues fixed for the preceding dues year. The dues year of this Squadron shall coincide with the dues year of USPS.

Section 7.2 Upon admission to membership, each new member shall pay the entrance fee and pro-rated dues of USPS and of this Squadron. Squadron dues for new members for the year of their admission to membership shall be pro-rated in the same manner as dues of USPS. Dues for subsequent years shall be payable on or before the beginning of the subsequent dues year of USPS.

Section 7.3 Non-payment of squadron dues may be excused by the Executive Committee, but nothing herein contained shall authorize the waiver of dues to USPS or of any district assessment.

Section 7.4 Members of all classes of USPS membership and Squadron Apprentices otherwise eligible to receive instruction or examination in any course may not do so unless in good standing and not in arrears for dues or other indebtedness to this squadron or USPS.

ARTICLE VIII

RESIGNATIONS, REINSTATEMENTS

AND TRANSFERS

Section 8.1 Resignations and transfers shall be accomplished in accordance with the policy and authority of USPS.

Section 8.2 Reinstatement requests from former members who have voluntarily terminated membership in this squadron shall be treated as follows:

8.2.1 Those who apply for reinstatement within two years of termination of membership shall be reinstated upon payment of (1) annual dues for the current year, (2) squadron indebtedness (if any), and (3) a reinstatement fee in an amount recommended by the Finance Committee and approved by the Governing Board (such fee will not be required of those returning to active membership from active duty in the armed forces of the United States).

8.2.2 Reinstatement requests received two or more years after termination of membership shall be reviewed as follows:

(a) Upon receipt of a request for reinstatement, the Executive Committee shall, in executive session, determine whether any committee member is against reinstatement. If there are no such members, the applicant shall be reinstated as in 8.2.1 herein.

(b) If any Executive Committee member expresses an intent to vote against reinstatement, the specific grounds for such vote shall be recorded in the minutes of the executive session (but not divulged to non-members of the Executive Committee). At its next meeting, the Executive Committee shall, in executive session, vote on the question, "Shall (name) be refused reinstatement?" A two-thirds vote shall be required to refuse reinstatement; otherwise the applicant shall be reinstated as in 8.2.1 herein.

(c) If reinstatement is refused, the squadron secretary shall, within five days, notify the national secretary of such refusal and the specific grounds therefor. In such case the former member shall be eligible for reinstatement in USPS as an unattached member.

ARTICLE IX

MEETINGS, NOTICES AND QUORUM

Section 9.1 There shall be a regular meeting of the Squadron in each of the months of March, May, July, September, December and January. The regular meeting in March shall be the Annual Meeting. Written notice of each regular meeting shall be sent to every member, at least two weeks before such meeting. Written notice of the Annual Meeting, containing a list of all persons nominated for election at the Annual Meeting shall be sent to every member at least three weeks before such meeting. The inclusion of the Notice of Meeting in an official publication of the Squadron mailed the required time before each meeting shall be deemed to comply with the foregoing provisions.

Section 9.2 The times and places for instruction in the Educational Courses of USPS shall be prescribed by the Commander in collaboration with the Squadron Educational Officer and with the approval of the Executive Committee. Classes shall not be held at any time when there would be a conflict with any regular or special Squadron meeting.

Section 9.3 The Annual Meeting shall be devoted to the election of Officers, reports of Officers, reports of committees and such other business as may properly come before the meeting.

Section 9.4 Special meetings may be called at any reasonable time by the Commander or the Executive Committee, and shall be called by the Secretary upon written request of twenty-five (25) members in good standing. Written notice of special meetings clearly stating the purpose shall be mailed to each member at least one week before such meeting.

Section 9.5 Not less than 10% of the Squadron membership as of the preceding 1 March shall constitute a quorum at any regular or special meeting of the Squadron membership.

Section 9.6 Regular meetings of the Executive Committee will be held at such times and places as the Executive Committee shall determine. Special meetings of the Executive Committee may be called by the Commander to meet at any reasonable time and place, and shall be called by the Secretary upon written request of a simple majority of the Executive Committee. Written notice of each regular or special meeting of the Executive Committee shall be sent to every member of the Executive Committee at least one week before a regular meeting and at least three days before a special meeting.

Section 9.7 At any meeting of the Executive Committee, six (6) members, including any Assistant Bridge Officer attending in lieu of a Bridge Officer, shall constitute a Quorum. No Bridge Officer or Assistant Bridge Officer shall at any time be entitled to more than one vote at any meeting of the Executive Committee by reason of the absence of another Officer.

Section 9.8 Unless otherwise indicated in these By-laws, all matters subject to vote by either the general membership or by the Executive Committee shall be decided by a majority of those present and voting.

ARTICLE X

ORDER OF BUSINESS

Section 10.1 Unless otherwise provided by the members or the presiding officer at the outset of the meeting, the order of business at the Regular and Annual Meetings shall be:

10.1.1 Invocation

10.1.2 Pledge of Allegiance to the Flag

10.1.3 Roll Call or Record of Attendance

10.1.4 Reading of the Call for the Meeting

10.1.5 Reading and approval of the Minutes of the Previous Meeting

10.1.6 Reports of Officers

10.1.7 Reports of Committees

10.1.8 Communications

10.1.9 Unfinished Business

10.1.10 New Business

10.1.11 Election of Officers (if required)

10.1.12 Adjournment

At the Annual Meeting appropriate action shall be taken upon the report of the Auditing Committee before the report of the Treasurer shall be approved and filed.

Section 10.2 Orderly parliamentary procedures shall govern at all meetings. All questions of procedure not otherwise covered herein or by the policy and authority of USPS shall be determined by the Chairman of the Rules Committee or his designee.

ARTICLE XI

NOMINATIONS AND ELECTIONS

Section 11.1 At the Annual Meeting each year, there shall be elected a Nominating Committee of five members, at least two of whom shall be Past Commanders of this squadron, and all of whom shall have earned at least two Merit Marks in this Squadron in the last three years. Within thirty (30) days of their election, the Past Commander elected to this committee who is most senior in terms of the year of his service as Commander shall call a meeting of this committee to choose one of its members as Chairman of this committee. No person shall serve on the Nominating Committee for more than three consecutive years.

Section 11.2 This committee shall select candidates for Commander, Executive Officer, Educational Officer, Administrative Officer, Secretary, Treasurer, Assistant Educational Officer, Assistant Secretary, Assistant Treasurer, the elective members of the Executive Committee, the two members of the Auditing Committee, the Chairman and four additional members of the Rules Committee and the five members of the Nominating Committee, to be voted on at the Annual Meeting in March of the following year. A list of the candidates, selected in accordance with this Article, bearing the signatures of at least three assenting members of the Committee, shall be filed with the Secretary before 1 January of the following year, and shall be mailed to all members of the Squadron by the Secretary with the notice of the Annual Meeting. In the event that any of the remaining members of the Committee cannot or will not sign the report, the Chairman shall submit to the Secretary, with the report, documentation attesting that the non-signing members have been fully informed of the contents of the Committee's report.

Section 11.3 No other person shall be eligible for election at the Annual Meeting unless his name, endorsed by at least fifteen members, shall be filed with the Secretary for nomination at least 14 days before the meeting. The Secretary shall mail to all members, at least one week before the Annual Meeting, a list of names of any persons nominated as provided herein, after the preparation of the list of nominees mailed with the notice of the Annual Meeting.

Section 11.4 The Commander, Executive Officer, Educational Officer, Administrative Officer, Secretary, Treasurer, Assistant Educational Officer, Assistant Secretary, Assistant Treasurer, the elective members of the Executive Committee, the two members of the Auditing Committee, the Chairman and four additional members of the Rules Committee and the five members of the Nominating Committee shall be elected at the Annual Meeting each year by those present and qualified to vote. They shall be installed at the Annual Meeting and shall hold office until their successors are elected to assume office.

Section 11.5 In the event a vacancy occurs in any elective office, the Executive Committee shall elect a temporary replacement as provided in Article VI, Section 6.7.3 of these Bylaws. At the next regular or special meeting of the membership of the Squadron, unless such meeting is the Annual Meeting, the membership shall nominate and elect a replacement to serve until the next Annual Meeting. The notice of the meeting at which such nomination and election is to be held shall so indicate; however if there is insufficient time to include this notice in the call for the meeting, the nomination and election of a replacement shall be postponed until the next following regular or special meeting of the membership, unless such meeting is the Annual Meeting, and notice of the nomination and election shall be included in the call for the meeting.

ARTICLE XII

DISCIPLINE

Section 12.1 Matters of discipline shall be considered and handled in accordance with the policy and authority of USPS.

ARTICLE XIII

INSIGNIA AND FLAGS

Section 13.1 Flags, uniforms, insignia and all other matters of etiquette shall conform to the policy and authority of USPS.

ARTICLE XIV

RULES AND REGULATIONS

Section 14.1 The Bylaws of USPS, and any rules and regulations made pursuant thereto, shall at all times take precedence over the Bylaws of this Squadron.

Section 14.2 All publications or notices of any nature whatsoever issued by this Squadron shall have the prior approval of its Squadron Commander or Executive Committee before being sent to members or to the public.

ARTICLE XV

Squadron Publication

Section 15.1 The official publication of this squadron shall be known as TWIN LIGHTS.

ARTICLE XVI

DISTRIBUTION OF ASSETS

AFTER TERMINATION

Section 16.1 No member of this Squadron shall have, as an individual, an interest in or title to the assets of USPS, or of any district or squadron and such assets shall be devoted exclusively to the purposes of this Squadron, the district or USPS.

Section 16.2 In the event of the dissolution of this Squadron or the voluntary surrender, or revocation of this Squadron's Charter, all assets then belonging to this Squadron shall be assigned to United States Power Squadrons or an institution that qualifies for tax exemption, (under Section 501 (c) (3) of the Internal Revenue Code of 1986, as from time to time amended, and any rules and regulations promulgated thereunder, or such other section of the code by which USPS is exempt) as selected by the Executive Committee or other comparable body of this squadron. If no such body exists or no selection is made, the assets of this squadron shall be assigned to USPS.

ARTICLE XVII

AMENDMENTS

Section 17.1 These Bylaws may be amended, or new Bylaws enacted, subject to the approval of the USPS Committee on Rules, by a two-thirds (2/3) vote of the Active Members present and voting at any regular or special meeting of the Squadron, provided that a quorum is present at such meeting at the time the vote is taken and (a) the proposed amendment or new Bylaws are stated in full in the Notice of the Meeting at which action is to be taken thereon, or (b) an announcement of the proposed amendments or new Bylaws was given to each Member and multiple copies of the old and the proposed Bylaws are made available to the Members for the information of the Members at at least two (2) consecutive general membership meetings at least twenty (20) days apart (the last such meeting may be the meeting at which the vote is taken).

Section 17.2 When proposed amendments or new Bylaws are properly before any meeting for consideration, they may, before any final action is taken thereon, be changed or amended by majority vote provided the change or amendment is germane to the subject of the amendment under consideration.

Section 17.3 Amendments to these Bylaws, or new Bylaws, shall not become effective until approved by the USPS Committee on Rules, and notice of such approval is provided each Active Member in accordance with the policy and authority of United States Power Squadrons. Publication of the notice of approval in the Squadron publication, duly issued and circulated, shall fulfill the above requirement.

ARTICLE XVIII

Section 18.1 The Corporate Seal of this squadron shall have inscribed thereon the squadron's name, the year of its incorporation and the words

‘Corporate Seal Shrewsbury Power Squadron, Inc.'

13 January 2000