By-Laws

                              of

             Austin Yacht Club Keel Handicap Fleet

                               Article I - NAME

      1.1   The name of this organization shall be Austin Yacht Club Keel Handicap Fleet, hereinafter referred to as "Keel Fleet" or "KHF."

                             Article II - PURPOSE

      2.1   It shall be the principal purpose of this organization to promote the sport of keel handicap yacht racing within the Austin Yacht Club ("AYC"). The spirit of providing racing events which are open to participation by non-AYC members shall also be promoted when practical.

      2.2   It shall also be the purpose of this organization to establish and maintain an equitable system of handicapping for yachts owned or chartered by its members, and for all yacht owners who wish to race on Lake Travis.

                           Article III - DEFINITIONS

      3.1   In order to create a clear understanding of the intent of this document, certain terms used herein are defined as follows:

      a.    "Fleet" shall be defined as the entire Keel Fleet organization including all of its "sub-fleets" as hereinafter defined.

      b.    "Sub-fleet" shall be defined as an individual fleet which operates under the jurisdiction of the Keel Fleet; example:  "A fleet," "B fleet," etc.

      c.    "Keel Fleet Captain" shall be defined as the duly elected captain of the "Keel Fleet" (see Article VI - OFFICERS).

      d.    "Fleet Captain" shall be defined as the captain of a sub-fleet who has been duly elected or appointed by that sub-fleet.

      e.    "Affected yacht owner" shall be defined as any member in good standing whose yacht's rating, or the rating of any yacht with which such member competes directly, has been either changed or not changed in response to a request for rating change.

                            Article IV - MEMBERSHIP

      4.1   Membership shall be open to Austin Yacht Club members wishing to participate in handicap racing of ballasted yachts, whether such member be a keel yacht owner or a regular crew member of a yacht that races in the Keel Fleet.

      4.2   There shall be one class of membership.  Any person or family unit who is a member of the Keel Fleet shall constitute a membership.  A family unit shall be defined as a husband, wife, and their dependent children, if any. Each membership is entitled to one vote.

      4.3   Any member who has attained a legal majority age may be elected to any office of the Keel Fleet.

      4.4   All members may participate in all Keel Fleet sponsored activities.

                             Article V - DIRECTORS

      5.1   The governing body of the Keel Fleet shall be its board of directors (the "Board") which shall be made up of the current Keel Fleet Captain, immediate past Keel Fleet Captain, Secretary, Treasurer and the fleet captains of each of the sub-fleets.  The number of board members is subject to change from time to time in the event there is a change in the number of sub-fleets.

      5.2   The Board shall be responsible for oversight of the Handicap Committee.

      5.3   The Board shall meet as often as necessary to schedule the activities of the Keel Fleet and to plan and/or consider any other business of the Keel Fleet.  It shall be incumbent upon the Board to be sensitive to the desires of the membership and shall at all times strive to maintain a high level of credibility and confidence from the membership.

                             Article VI - OFFICERS

      6.1   The officers of the Keel Fleet shall consist of the Keel Fleet Captain, Secretary and Treasurer.  The Secretary and Treasurer, with the approval of the Board, may be served by one person.  (In such event, however, the person serving as Secretary/Treasurer shall have only one vote on the board.)  The officers shall be elected at the annual meeting as provided herein.

      6.2   The Keel Fleet Captain shall have the duties of presiding over the Board as chairman and shall be the chief executive office of the Keel Fleet. He/She shall preside at all meetings of the board of directors of the Keel Fleet and enforce these by-laws.  He/She shall guide and coordinate all the activities of the Keel Fleet.

      6.3   It shall be the duty of the Secretary to:

      a.    keep minutes of the meetings;

      b.    conduct the correspondence of the Keel Fleet;

      c.    publish a bi-monthly newsletter to be included (subject to AYC Board approval) in the AYC Telltale or such other newsletter as AYC may from time to time publish for its membership.  Such newsletter shall inform the membership of pending activities, results of previous activities and such other information as deemed appropriate by the Keel Fleet Captain, Secretary or Board.  In addition to the bi-monthly newsletter, such other written communications shall be sent to the fleet as may from time to time be deemed appropriate by the Secretary, the Board, or the Keel Fleet Captain;

      d.    maintain a roster of names, addresses and telephone numbers, description of yacht, sail number and name of yacht owned/operated by all the current members of the Keel Fleet;

      e.    maintain a roster of names, addresses and telephone numbers of all officers, board members, and Handicap Committee members; and

      f.    maintain a current copy of the by-laws.

      6.4   It shall be the duty of the Treasurer to:

      a.    receive and account for all receipts and have charge of all funds of the Keel Fleet;

      b.    direct the disbursement of monies for expenditures necessary to pay for the activities of the Keel Fleet; and

      c.    maintain an accounting of each member's status as to dues.

                       Article VII - HANDICAP COMMITTEE

      7.1   The Handicap Committee shall consist of six (6) members, all of whom shall be appointed as provided herein, and shall have the responsibility for organizing and administering a system of handicapping.

a. The Committee shall be appointed by the Board of Directors from the Fleet membership.

      b.    The Committee shall elect its chairman from its membership and it shall be the Committee chairman's responsibility to immediately notify the Board of any vacancy on the Handicap Committee, and to insure compliance with these by‑laws.

      c.    In the event of a vacancy, the Committee shall recommend a Fleet member to fill that vacancy to the Board of Directors for appointment to the Committee as provided herein.

      d.    There shall be no limit on the number of terms a member of the Committee may serve, provided however that no person shall be entitled to serve two successive three-year terms.

      e.    The three-year terms of membership on the Committee shall be staggered, as determined by the Board, in such a way that two members are appointed each year.

      f.    The Committee shall communicate regularly with the Keel Fleet membership by the following means:

            Within sufficient time for the Secretary to include such information in its bi-monthly newsletter, the Committee Chairman shall provide a bi-monthly report to the Keel Fleet Secretary.  Such bi-monthly report shall include:

            ---   the results of the most recent rating changes made by the Committee;

            ---   a list of yachts currently scheduled to be considered for rating changes;

            ---   such information as deemed by the Handicap Committee to be appropriate and useful in assisting the membership in understanding the system of handicapping and the procedures followed by the Committee; and

            ---   such other information or communication as from time to time may be deemed appropriate by the Handicap Committee, or directed by the Board.

      g.    The Committee shall perform its responsibilities in accordance with the guidelines of the national handicapping organization of the particular rating system decided to be used at the annual meeting of the Keel Fleet.  For example:  The USYRU/National PHRF Rating organization's suggested rating criteria shall be adhered to during that period when the PHRF rating system is in use.

      h.    A set of RATING PROCEDURES shall be established and published.  Said procedures shall provide for:

            1.    Rating adjustments to be made quarterly and become effective on the first day of the next calendar quarter after any such rating adjustment has been made;

            2.    Consideration and decision by the Committee, on rating changes, if any, on all yachts whose owners have submitted written requests for rating change on or prior to the 25th day of the first calendar month of any calendar quarter;

            3.    At least one highly publicized open meeting per quarter, at which open meeting yacht owners and/or other interested parties may present their case in favor of or in opposition to a certain proposed rating change; and

            4.    The Committee chairman to issue a written explanation of the Committee's decision relative to a particular rating, in response to proper written inquiry.  More specifically, an affected yacht owner may submit a written request to the chairman for an explanation of the Committee's decision relative to any rating, which decision was made during the current or immediately preceding calendar quarter.  The chairman shall issue a written response in the form of a letter (with a copy to the Secretary) to the affected yacht owner as promptly as possible, but in no even longer than forty-five (45) days after receipt of such written inquiry.

            5.    Rating of new boats.

                              Article VIII - DUES

      8.1   The annual dues shall be determined by the Board of Directors.

      8.2   Dues are payable on an annual basis before commencement of the Annual Meeting.  In order to be deemed a member in good standing and to vote, each member's dues must be paid current.

      8.3   The business year is defined as running from the Annual Meeting of the current year to the Annual Meeting of the following year.

                       Article IX - MEMBERSHIP MEETINGS

      9.1   There shall be an Annual Meeting in November or December at such time and place as selected by the Board.

      9.2   At the Annual Meeting the directors and officers for the following year shall be elected and installed.

      9.3   The Secretary shall see that all members in good standing are notified of the time and place of the Annual Meeting, at least ten (10) days before such meeting.  Included in this notice shall be the slate of prospective officers, directors and members of the Handicap Committee selected by the Nominating Committee, and the text of any proposed amendments to these By-Laws.

      9.4   The Treasurer shall render a report at the Annual Meeting covering the income and expenditures for the previous year, the balance on hand, and any other relevant financial information.

      9.5   Before business can be conducted at a meeting, a quorum must be present.  Twenty-five (25%) percent of members in good standing who are present, either in person or by proxy shall constitute a quorum.

      9.6   Meetings may be held at the discretion of the Board.  Meetings may also be called by petition to the Secretary of ten (10%) percent of the members in good standing.  Notice of such meeting must be announced by mail by the Secretary at least ten (10) days prior to the date of the meeting.

      9.7   The notice of all meetings shall include an agenda of the business to be conducted at such meetings.

                          Article X - BOARD MEETINGS

      10.1  Meetings may be called at any time and from time to time by the Keel Fleet Captain upon giving reasonable verbal or written notice of the time, place and agenda of such meeting to the board members.

      10.2  Meetings may also be called by any three (3) board members upon providing at least thirty (30) days written notice to all board members of the time, place and agenda of such meetings.

      10.3  Before business can be conducted at any board meeting, a quorum must be present.  A majority of all board members shall constitute a quorum. Action of a majority of the board members shall constitute action of the board.

                    Article XI - NOMINATIONS AND ELECTIONS

      11.1  The Fleet Captains (board members) shall be elected or appointed by their individual fleets prior to the annual meeting.

      11.2  The Board of Directors shall be the Nominating Committee for the first two (2) years.  Thereafter, the Nominating Committee shall consist of the current Keel Fleet Captain and the two most recent past Keel Fleet Captains.

      11.3  In the event of a vacancy on the Nominating Committee, the Keel Fleet Captain shall appoint a replacement.

      11.4  It shall be the duty of the Nominating Committee to select candidates for all offices, board members and Handicap Committee members who (except for fleet captains who are selected by the individual sub-fleets) shall be voted on at the Annual Meeting.  The Nominating Committee shall accept for consideration recommendations from individual members and shall complete its selection in time to enable the Secretary to include it in the Notice of Annual Meeting.

      11.5  Nomination of an alternate slate of officers, directors and Handicap Committee members from the floor, if any, is allowable.

                          Article XII - RESIGNATIONS

      12.1  Any office or board position becoming vacant during the year shall be filled by appointment of the Keel Fleet Captain.

      12.2  Any vacancy on the Handicap Committee during the year shall be filled by appointment of the Board of Directors.

      12.3  The Chairman of the Handicap Committee shall immediately notify the Board upon learning of a vacancy on the Handicap Committee.

                           Article XIII - AMENDMENTS

      13.1  These By-Laws may be amended by a majority of members in good standing who are present at the annual meeting, either in person or by proxy, provided the proposed amendment(s) were stated in full in the notice of the meeting.