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BYLAWS

OF

THE SEATTLE CANOE AND KAYAK CLUB ADVISORY COUNCIL

ARTICLE 1

PRINCIPAL OFFICE

The principal office of the Seattle Canoe and Kayak Club Advisory Council (the "Council") shall be located in the County of King, State of Washington.

ARTICLE 2

PURPOSES

The Council is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"), including without limitation, to lessen the burdens of government by facilitating communication and cooperation among neighborhood citizens, institutions and special interest groups, in order to assist The Associated Recreation Council ("ARC") and Seattle Department of Parks and Recreation (the "Department") in meeting public recreational needs.

ARTICLE 3

LIMITATIONS

3.1 Permitted Activities. Notwithstanding any other provision of these Bylaws, the Council shall not carry on any activities not permitted to be carried on by (a) an organization exempt from federal income tax under Section 501(a) and described in Section 501(c)(3) of the Code or the corresponding provision of any future federal tax law, or (b) an organization contributions to which are deductible under Section 170(c)(2) of the Code or the corresponding provision of any future federal tax law.

3.2 Legislative and Political Activity. No substantial part of the activities of the Council shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise permitted to an organization described in Section 501(c)(3) of the Code or the corresponding provision of any future federal tax law. The Council shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.

3.3 No Inurement to Private Persons. No part of the net earnings of the Council, if any, shall inure to the benefit of, or be distributable to, its Members, if any, or any officer or other private person, except that the Council is authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

ARTICLE 4

DISSOLUTION

No member or officer shall be entitled to share in the distribution of the Council's assets, if any, upon dissolution of the Council or the winding up of its affairs. Upon the winding up or dissolution of the Council, the assets of the Council remaining after payment of, or provision for payment of, all debts and liabilities of the Council, shall be distributed to ARC, provided that ARC continues to be described in Section 501(c)(3) of the Code. If ARC has dissolved or is no longer described in Section 501(c)(3) of the Code, such assets may be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code or the corresponding provision of any future federal tax law to the Department or another government unit within the meaning of Sections 170(b)(1)(A)(v) and 170(c)(1) or the corresponding provision of any future federal tax law.

ARTICLE 5

MEMBERSHIP

5.1 Powers. The business and affairs of the Council shall be conducted under the direction of its members (each, a "Member"), except that ARC shall have such powers as are described in the Council's Operating Agreement, as amended from time to time and the power to, in consultation with the Department: (i) select, appoint, or remove Members; and (ii) remove officers. Also, the following acts may be authorized by the Members only with the approval of ARC and the concurrence of the Department: (a) the amendment or repeal of these Bylaws; (b) the merger or consolidation of the Council with another association or other entity; (c) the sale, lease, or exchange of all or substantially all of the property and assets of the Council not in the ordinary course of business; (d) the voluntary dissolution of the Council or revocation of proceedings therefor; and (e) the distribution of the assets of the Council.

5.2 Qualifications. Members shall be individuals who (i) demonstrate interest in and awareness of Green Lake Small Craft Center (the “Site”) and its programs; (ii) are registered as Department volunteers; (iii) are not employees of the Department or employees or independent contractors of ARC or the Department; (iv) abide by the ARC Code of Ethics; and (v) have such other qualifications as ARC may prescribe from time to time.

5.3 Numbers. The Council shall consist of a minimum of seven (7) members and not more than twenty-one (21) members.

5.4 Election. Upon the recommendation of the Nominations Committee, the president of the Council shall recommend nominees for Membership to the Executive Director of ARC (the "Executive Director"). Unless the Council is decreasing the number of Members, the Executive Director shall, after consultation with the Department, appoint a successor Member from among such nominees to replace each Member whose term is ending.

5.5 Term. Members shall normally serve for a term of three (3) years, commencing on the effective date of appointment by the Executive Director and each Member, including an initial Member, shall hold office until his or her successor is appointed and qualified, or until his or her death, resignation or removal. After consultation with the Superintendent, the Executive Director may appoint a Member to serve for one (1) or two (2) years of an initial or renewal term. Any Member may serve an unlimited number of terms, including successive terms, and shall not be disqualified by reason of having served previously as a Member.

5.6 Vacancies. Upon the recommendation of the president, the Executive Director may appoint an individual to fill any vacancy in the position of Member at any time to serve the balance of the unexpired term; provided that, such individual has been vetted with the Department pursuant to such procedures as may be agreed to by the Department and ARC from time to time.

5.7 Resignation. Any Member may resign at any time by delivering notice, either in the form of an email or an executed written document, to the president of the Council or the Executive Director. Such resignation shall be effective upon receipt by the president of the Council or the Executive Director, unless a later effective date is specified in the resignation.

5.8 Removal. After consultation with the Superintendent of the Department (the "Superintendent"), the Executive Director may remove, with or without cause, one or more Members. Without limiting the generality of the foregoing, failure to abide by the ARC Code of Ethics and/or failure to attend at least six (6) Council meetings during a calendar year shall constitute cause for removal. The Council may recommend that the Executive Director consider removal of a Member, but the Executive Director is not obliged to act on such recommendation and such recommendation is not required in order for a Member to be removed. A Member may appeal his or her removal to the ARC Board of Directors, pursuant to the appeals process established by the ARC Board, as amended from time to time.

5.9 Standard of Care. A Member shall perform the duties of a Member, including duties as a member of any committee on which the Member may serve, in good faith, in a manner such Member believes to be in the best interest of the Council, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

ARTICLE 6

MEETINGS

6.1 Regular Meetings. By resolution, the Members shall specify the date, time and place for the holding of regular meetings of the Members without any notice other than such resolution; provided that a copy of such resolution is provided to the representative designated by the Department from time to time (the "Department Representative") and to ARC. Members shall hold no fewer than eight (8) meetings during each calendar year. At least one such meeting shall be held each June on the date and at the time each year as determined by the Members, for the purpose of electing officers and for transacting such other business as may properly come before the meeting (the "Elections Meeting").

6.2 Special Meetings. Special meetings of the Members may be called by the president or any three (3) Members, noticed in accordance with Section 6.3. Notices of special meetings shall include an agenda for the meeting, specifically identifying possible action items.

6.3 Notice. For any meeting of the Members or any committee designated by the Members for which notice is required by these Bylaws or by applicable Washington law, notice shall be given to each Member, to the Department Representative and to ARC at least four (4) days before any such meeting if given by first-class mail or forty-eight (48) hours before any such meeting if given personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means, and shall state the date, place, and time of the meeting.

6.4 Waiver of Notice. The transactions of any meeting of the Members, however called and noticed and wherever held, shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum is present, and if, either before or after the meeting, each of the Members not present, the Department Representative and the Executive Director executes a written waiver of notice or sends one by email. The waiver of notice need not specify the business to be transacted nor the purpose of the meeting. All waivers shall be filed with the Council's records or made a part of the minutes of the meeting. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

6.5 Quorum. A majority of the Members then in office shall constitute a quorum, provided that the Department Representative also is present. The act of a majority of the Members present at a meeting at which a quorum is present shall be the act of the Members, except as otherwise provided in these Bylaws or under applicable law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Members, if any action taken is approved by at least a majority of the required quorum for such meeting; provided that the number of Members present shall not be less than one-third of all Members.

6.6 Action Without an In-person Meeting. Generally, the Members shall act only pursuant to a duly constituted meeting at which a quorum is present in person. Notwithstanding the foregoing, if necessary and in the best interests of the Council, the Members may act pursuant to a telephone conference meeting provided that (a) notice of the telephone conference meeting is provided consistent with Section 6.2 and 6.3 and the Department Representative participates in the telephone conference; and (b) any action taken at such telephone conference meeting is reported out at the next in-person meeting of Members.

6.7 Assent, Dissent, and Abstention. A Member who is present at a meeting at which action on any matter is taken shall be presumed to have assented to the action unless the Member's dissent or abstention is entered in the minutes of the meeting or unless the Member dissents or abstains from such action, in the form of an email or an executed written document, which is delivered to the secretary of the meeting before or immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Member who voted in favor of such action.

6.8 Minutes. Minutes shall be kept of each Members' meeting, shall be read and approved at the meeting following the one to which they pertain, and shall be filed with the Council records and a copy shall be delivered to the Executive Director and the Department Representative.

ARTICLE 7

COMMITTEES

7.1 Committees. The Members may, by resolution adopted by a majority of the Members then in office, create any number of committees, each consisting of two or more Members, to serve at the pleasure of the Members. Appointments to any committee shall be by a majority vote of the Members then in office. Committees may be given the authority of the Members, to the extent provided in such resolution, except for the powers to:

(a) elect, appoint, or recommend for removal officers of the Council;

(b) amend, alter, or repeal any resolution of the Members which by its terms provides that it shall not be amended, altered, or repealed by such committee;

(c) create any other committees or elect, appoint or remove the members of any committees;

(d) amend or repeal the Bylaws;

(e) adopt a plan of merger or consolidation with another association; or

(f) authorize or revoke proceedings for the voluntary dissolution of the Council.

7.2 Nominations Committee. The Council shall have a Nominations Committee, which shall recruit and recommend to the president, candidates for Membership in the Council.

7.3 Meetings. The Members may adopt rules for the governance of any committee not inconsistent with the provisions of these Bylaws. Meetings and actions of committees shall be governed by and held and taken in accordance with the provisions of Article 6 of these Bylaws concerning meetings and actions of the Members, with such changes in the content of those Bylaws as are necessary to substitute the committee and its members for the Members. Minutes shall be kept of each meeting of any committee and shall be filed with the Council records and a copy shall be delivered to the Executive Director and the Department Representative.

ARTICLE 8

OFFICERS

8.1 Officers. The officers of the Council shall be a president, vice president, secretary and treasurer, each of whom must be a Member who has reached the age of majority. The Council may also have such other officers, assistant officers, or agents as may be elected by the Members. Any number of offices may be held by the same person, except that the secretary may not serve concurrently as the president.

8.2 Election and Term. The officers of the Council shall be elected each year by the Members at the Elections Meeting. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next Elections Meeting or, if later, until his or her successor is elected. An individual may be re-elected to serve more than one (1) term in office; provided that, no individual may serve more than three (3) consecutive terms in the same office. Election of an officer or agent shall not of itself create contract rights.

8.3 Removal. After consultation with the Superintendent, the Executive Director may remove an officer if in his or her judgment, the best interests of the Council will be served thereby. The Council may recommend that the Executive Director consider removal of an officer, but the Executive Director is not obliged to act on such recommendation and such recommendation is not required in order for an officer to be removed. An officer may appeal his or her removal to the ARC Board of Directors, pursuant to the appeals process established by the ARC Board, as amended from time to time.

8.4 Resignation. Any officer may resign at any time by delivering notice, either in the form of an email or an executed written document, to the president of the Council. Any resignation shall take effect on receipt of that notice by any officer other than the person resigning or at any later time specified by that notice and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Council under any contract to which the officer is a party.

8.5 Vacancies. A vacancy in any office for any reason shall be filled in the same manner as these Bylaws provide for election to that office.

8.6 President. The president shall preside at all meetings of the Members, and shall have such other powers and duties as may be prescribed by the Members or these Bylaws. The president or such other Member as he or she designates shall have the authority to exercise the Council's voting rights as a member of ARC.

8.7 Vice Presidents. The Members shall elect one or more vice presidents who shall assist the president in carrying out the programs of the Council. In the event of the death of the president or his or her inability to act, the vice president (or if there is more than one vice president, the vice presidents in the order designated by the Members) shall perform the duties of the president, except as may be limited by resolution of the Members, with all the powers of and subject to all the restrictions upon the president. Vice presidents shall have, to the extent authorized by the president or the Members, the same powers as the president. Vice presidents shall perform such other duties as from time to time may be assigned to them by the president or the Members.

8.8 Secretary. The secretary shall supervise the keeping of a full and complete record of the proceedings of the Members and the committees, shall supervise the giving of such notices as may be proper or necessary, shall supervise the keeping of the minute books of the Council, and shall have such other powers and duties as may be prescribed by the Members or these Bylaws.

8.9 Treasurer. The treasurer shall have charge of and be responsible for all funds and securities of the Council, if any, and in general perform all of the duties incident to the office of treasurer and such other duties as may be assigned to him or her by the president or the Members.

ARTICLE 9

OFFICER LIABILITY LIMITATIONS

9.1 Immunity from Liability. Officers of the Council shall have such immunity from liability as is granted under federal and Washington state law, including without limitation, if applicable, the Federal Volunteer Protection Act and RCW 4.24.264.

9.2 Liability to the Council. No officer of the Council shall be personally liable to the Council or its members, for monetary damages for conduct as an officer, except for (a) acts or omissions involving intentional misconduct or a knowing violation of law by the officer, (b) an officer’s vote or assent to a distribution which is unlawful or violates the requirements of these Bylaws, or (c) any transaction from which the officer will personally receive a benefit in money, property or services to which the officer is not legally entitled. Any repeal or modification of this Article shall not adversely affect any right or protection of an officer of the Council with respect to an act or omission of such officer occurring prior to such repeal or modification.

ARTICLE 10

MISCELLANEOUS

10.1 Fiscal Year. The fiscal year of the Council shall end each year on December 31.

10.2 Amendments. The Bylaws may be amended or repealed by the affirmative vote of a majority of the Members in office, the approval of ARC and the concurrence of the Department.

10.3 Governing Law. In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, Washington law applicable to unincorporated nonprofit associations shall apply.

CERTIFICATE OF SECRETARY

I, Michael Etrick, certify that I am presently the duly appointed and acting secretary of the Seattle Canoe and Kayak Club Advisory Council and that the above Bylaws are the Bylaws of the Council as adopted by the Members on the 6^th day of May, 2008.

Michael Etrick, Secretary

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