CONSTITUTION
of
THE PROPELLER CLUB OF THE UNITED STATES
Port of Los Angeles-Long Beach No. 66

ARTICLE I

  Section 1.    The name of this organization shall be "The Propeller Club of the United                       States, Port of Los Angeles-Long Beach No. 66" referred to as “the
                      Port “or “the Club.”

ARTICLE II

  Section 1.    The objectives of this Propeller Club are:

           (a)      To promote, and support the United States merchant marine, including                       shipyards and other allied  industries, to meet the requirements of
                      national security and economic welfare; and
           (b)      To promote waterborne commerce and the marine industry in all its                       segments; and
           (c)      To promote worthy and economically justifiable lake, gulf, bay, river,                       inland waterway, coastal, harbor and Great Lakes improvements; and
           (d)      To maintain a continuing program of public relations, education, and                       goodwill among exporters and importers, the maritime industry and
                      the public generally; and
           (e)      To collaborate with other organization whose members are dedicated
                      to the promotion of the best interests of maritime shipping and allied                       industries; and
           (f)       To promote a spirit of friendship and common purpose among
                      persons engaged or having an interest in the merchant marine and
                      allied industries; and
           (g)      To encourage the development of trade between countries.

ARTICLE III
MEMBERSHIP

  Section 1.    The membership of this Club may be composed of three classifications: 
                      Regular, Retired and Honorary.

  Section 2.    Membership Categories. 

            (a)     Regular Membership shall be composed of individuals who have a
                      bona fide and active interest in the promotion of the maritime shipping                       industry and the objectives of the Propeller Club of the United States.
            (b)     Retired Members shall be composed of individuals who have retired
                      from active business in the maritime shipping industry or other allied                       industries, but who retain an active interest in the goals, objectives
                      and activities of the Propeller Club.
            (c)     Honorary Membership shall be composed of individuals who have
                      rendered exceptional distinguished service to the maritime shipping                       industry and shall be elected at the discretion of the Board of
                      Governors.  Honorary Members shall be exempt from the payment of                       admission fees and dues.

  Section 3.     Duration.

            (a)     Regular and Retired Membership shall endure for life unless
                      membership is terminated as herein after provided.
            (b)     Honorary Membership shall endure for life, except that the Board of                       Governors for good and sufficient reason may, at any time, cancel the                       membership of any honorary member, provided that each regular
                      member shall have been served in writing with a notice at least thirty
                      days in advance of such proposed action by the Board.

  Section 4.      Termination of Membership.

            (a)     The membership of any member failing to pay dues within the
                      prescribed time specified in the Bylaws.
            (b)     The membership of any member who fails to conduct himself or
                      business in accordance with the principles and ethics of The Propeller
                      Club of the United States may be terminated by the Board of
                      Governors by a two-thirds vote of the Board at a meeting called for
                      that purpose, provided that said member shall have been given at
                      least ten (10) days notice in writing of such pending action. Said
                      member may be represented at the hearing before the Board of                       Governors by counsel.  In case of such termination of membership,
                      such former member may, within thirty (30 days after the date of the                       Board's action, submit a written notice of his intention to appeal to
                      the Club.  The Board shall thereupon set the date for such hearing,
                      which shall be at the regular meeting of the Club, held within sixty
                      (60) days after the receipt of such written notice of appeal. At such                       hearing only members of the Club shall be present, excepting that
                      the appellant may be represented by counsel.
            (c)     The resignation of any member from the Club shall be in writing,                       addressed to the President or Secretary, or his or her designee and
                      shall be accepted by the Board of Governors provided that all                       indebtedness of said member of the Club has been paid.

ARTICLE IV
ADMISSION FEE AND DUES

  Section 1.     Each Regular or Retired Member of this Club shall pay, as annual
                      dues, such sums as may be prescribed by the Board of Governors.

ARTICLE V
OFFICERS AND GOVERNORS

  Section 1.    The governing body of the Club shall be a Board of Governors to be                       constituted as the Bylaws of the Club may prescribe.

  Section 2.    The decision of the Board of Governors in all Club matters shall be
                      final, subject only to an appeal to the Club.  The Board of Governors
                      shall have general control over all officers and committees and may,
                      for good cause, declare any office vacant.  It shall constitute a Board
                      of Appeal from rulings of all officers and actions of all committees.
                      Appeal may be taken from any decision of the Board of Governors to
                      the Club and on such appeal the decision appealed from shall be
                      reversed only by a two-thirds vote of the members present at a
                      regular meeting to be specified by the Board of Governors, a quorum                       being present, notice of such appeal having been given by the
                      Secretary to all members of the Club at least five (5) days in advance
                      of such meeting.

  Section 3.    The Officers of this Club shall be a President, one or more Vice
                      Presidents, the number of whom shall be prescribed by the Bylaws,
                      and a Secretary-Treasurer, any or all of whom may or may not be                       members of the Board of Governors as the Bylaws of the Club
                      provides.

Section 4.       Those Officers shall be elected biennially in the manner prescribed
                       in the Bylaws of the Club.

ARTICLE VI
MEETINGS

  Section 1.     This Club shall meet regularly at least once each month as provided in
                      the Bylaws, except that meetings may be suspended during July and                       August.

  Section 2.     The annual meeting of the Club shall be held as provided in the Bylaws.

  Section 3.     The names of the National President, the National Vice President,
                      under whose administration this Club operates, and National Secretary                       shall be added to the regular membership mailing list to receive notices
                      or announcements of all meetings.

Section 4.       It shall be the duty of the Secretary of this Club to forward promptly
                      by mail to the National Secretary copies in duplicate of minutes of all                       regular and special meetings held by this Club, and copies in duplicate
                      of minutes of all meetings held by the Board of Governors.

ARTICLE VII
FISCAL YEAR

  Section 1.     The fiscal year of this Club extends from January 1 to December 31.

ARTICLE VIII
AMENDMENT

  Section 1.     
          (a)      The Propeller Club of the United States shall adopt and prescribe a
                     standard constitution which shall be adopted by all Clubs heretofore or
                     hereafter admitted to membership. The Propeller Club of the United
                     States shall have the power to amend such standard constitution at
                     any convention, provided notice thereof shall have been mailed by the                      Secretary to the secretaries of all Clubs at least sixty (60) days prior
                     to the date of such convention of each Club heretofore and hereafter                      admitted to membership.

            (b)     The National Board of Governors may permit such change in the
                      constitution of any Club as may be necessary to comply with the laws
                      of any state or territory, or as local conditions may determine.
            (c)     The Constitution of the Club may be amended as needed to conduct
                      the business of the Club, by a majority of members voting on an                       amendment proposed by the Board of Governors or a member in
                      good standing.  Such amendments must not conflict with the
                      Constitution of the Propeller Club of the United States.

BYLAWS
of
THE PROPELLER CLUB OF THE UNITED STATES
Port of Los Angeles-Long Beach No. 66

ARTICLE I
BOARD OF GOVERNORS AND COMMITTEES

Section 1.      Election. The property and affairs of the Club shall be managed by                                     eighteen (18) elected Governors, all of whom must, during their entire                      term of office, by Regular Members of the Club in good standing. 
                     Six (6) Governors shall be elected at each annual meeting, to serve three                      (3) years from the date of their election, or until their successors are                      elected, except in the case of a Governor elected to fill an unexpired term.                       In addition to the eighteen (18) elected Governors the most recent Past                      President shall also serve as a Governor for one (1) year immediately                      following the completion of his term of office as President, if, at that time,                      he does not have an unexpired term as an elected Governor of at least one                      (1) year.

Section 2.      Vacancies.    In the event of a vacancy in any office, or on the Board of                      Governors, the Board shall appoint a successor to serve for the balance of                      the unexpired term of the previous office holder.

Section 3.      Committees.  
          (a)      The President shall appoint, subject to approval of the Board of Governors,
                      standing committees each to consist of not less than three (3) members:
                      (1)       Budget Committee
                      (2)       Program Committee
                      (3)       Membership Committee
                      (4)       Legislative Committee
                      (5)       Public Relations Committee

            (b)     The President may, from time to time, appoint such special committees
                      as are necessary in his judgment or in the judgment of the Board of                          Directors.
            (c)     The Budget Committee shall, subject to the direction and control of the
                      Board of Governors, supervise and control the finances of the Club.
            (d)     The Program Committee shall, subject to the direction and control of the                       Board of Governors, prepare and arrange programs for the regular and                       special meetings of the Club. They shall prepare and arrange such social                       functions as may be directed by the Board of Governors.
            (e)     The Membership Committee shall, subject to the authority of the Board of                       Governors, assist the Secretary in the maintenance of the list of members                       and devote their best efforts and endeavors in the securing of new                                 members, and shall pass on all applications for membership and shall make                       recommendations to the Board of Governors.
            (f)      The Legislative Committee shall arrange publicity to promote objectives
                      contained in the Constitution, Article II, Section 1, subject to direction and
                      control of the Board of Governors.  It shall also furnish public speakers                       from our membership whenever the opportunity permits to speak before                       luncheon and service clubs and other interested groups.

Section 4.       Advisory Council.   All Past Presidents of the Club, so long as they                       remain members of the Club in good standing, shall constitute an Advisory                       Council. The Advisory Council shall be available to advise and make                                 recommendations with respect to any matter which may be referred to the                       Council by the Board of Governors.  Members of the Advisory Council shall                       receive notice of and may attend all meetings of the Board of Governors                       and may take part in the deliberations thereof, but, unless also serving as                       Governor, shall have no vote.

ARTICLE II
NOMINATIONS

Section 1.       Nominations.  Nominations for President, two (2) Vice Presidents,
                      Secretary-Treasurer, and for members of the Board of Governors to                       replace the outgoing class, and to fill vacancies in the Board of Governors                       which have arisen during the year, shall be made by the Nominating                                 Committee, appointed by the President, and shall be filed with the                                 Secretary and the members notified of such nominations not less than                       thirty (30) days in advance of the annual meeting, or nominations may be                       made independently by any twenty (20) percent of the members of the                       Club, which shall file with the Secretary the names of such nominees over                       the signatures of the proposers, not less than fifteen (15) days prior to                       the annual meeting and such nominations must be mailed to each member                       of the Club at least seven (7) days prior to such annual meeting.  No                       candidates shall be balloted for other than those proposed in either one of                       these two ways.

ARTICLE III
OFFICERS

Section 1.      Officers.
         (a)       The term of each officer shall begin at the Annual Meeting of the Club and
                     shall continue for two years.
         (b)       The President may be re-elected but may not serve more than three                                 consecutive terms, but after serving two consecutive terms, he or she                       may be elected as President after a lapse of at least two years.
         (c)        Other Officers may be re-elected annually.

Section 2.      President. It shall be the duty of the President to preside at all                                 meetings of the Board of Governors and of the Club, to perform his or her                       duties as a member of the Board of Governors of The Propeller Club of the                       United States, and to perform such other duties as ordinarily pertain to                       his office.

Section 3.      Vice Presidents. It shall be the duty of the Vice Presidents to preside at
                      meetings of the Board of Governors and of the Club in the absence of the                       President.  The First Vice President or the Second Vice President shall so                       act when superior officer is absent.  They perform such other duties as                       ordinarily pertain to the office to which elected.

Section 4.      Secretary-Treasurer. It shall be the duty of the Secretary-Treasurer (or                       his or her designee) to (a) Keep records.  The records of the membership,                       send out notices of meetings of the Club and of the Board of Governors                       of the Club and committees, record and preserve the minutes of such                       meeting, make the required reports to The Propeller Club of the United                       States, and, (b) Have custody of all funds, accounting for same to the                       Club at its annual meeting and at any other upon demand by the Board of                       Governors, and (c) Perform such other duties as pertain to this office.

ARTICLE IV
MEETINGS AND ELECTIONS

Section 1.      Annual Meeting. The Annual Meeting shall be held during the month of                       December in each year, at which time the annual election of Governors and                       Officers shall be held.  Members so elected shall be installed to such                                 positions at the Annual Meeting.

Section 2.      Quorum. Twenty per cent (20%) of the members shall constitute a                                 quorum at all meetings of the Club.

Section 3.      Special Meetings.   Special meetings may be called by the Board of                                 Governors when deemed necessary and shall be called when ten members                       so petition.

Section 4.      Regular Meetings.  Regular meetings of the Club and the Board of                                 Governors shall be held monthly at such dates as the Board may                                    determine.  Members of the Board of Governors may participate in any                       meeting of the Board of Governors or any committee thereof through use                       of telephone conferencing or similar communications technology.                                  Participation in a meeting in this manner shall constitute presence                                 in-person at such meetings.

Section 5.      Board of Governors Special Meetings. Special meetings of the Board of                       Governors may be called by the President whenever deemed necessary, or                       upon the request of three members of the Board, due notice having been                       given.

Section 6.       Six (6) members of the Board of Governors shall constitute a quorum of                        the Board.
                                                    

ARTICLE V
FEES AND DUES

Section 1.      Membership Dues. The membership dues shall be such sums as                                    prescribed by the Board of Governors payable annually on the first day of                       January.

Section 2.      Failure to Pay Dues. On or before March 1st of each year, the Secretary-                      Treasurer (or his or her designee) shall send a written notice to each                       member who is delinquent in the payment of his or her dues or other                       obligations to the Club. Such notice shall be mailed to each member at his                       or her last known address as carried on the records of the Club, and shall                       state the amount of dues or other obligations for which the member is                       delinquent.  Any member who does not make good his or her delinquency                       on or before March 31st next following, shall be dropped from membership                       in the Club, and such delinquent member shall be so informed in said                       notice.

ARTICLE VI
FINANCES

Section 1.      Management of Finances. 

         (a)       The Treasurer (or his or her designee) shall deposit all funds of the Club in                      a bank to be named by the Board of Governors.

         (b)       All bills shall be paid only by checks signed by the Treasurer and either the                      President or the First Vice President.  A periodic audit by a certified public                      accountant or other qualified person or persons shall be made of all the                      Club's financial transactions.

         (c)        Officers having charge or control of funds shall give bond as may be                                 required by the Board of Governors for the safe custody of the funds of                       the Club.  The cost of the bond is to be borne by the Club.

ARTICLE VII
ELECTIONS OF MEMBERS

Section 1.      Application for Membership. The name of the newly proposed Regular                       or Retired member, having been proposed by a member in good standing,                       shall be submitted to the Membership Committee, on an application form.

 Section 2.     Transfer of Membership. A member in good standing in any other Port,                       which Port is duly recognized by The Propeller Club of the United States,                       who shall apply for transfer of membership, shall be admitted to                                 membership in this Club without payment of dues for the balance of the                       fiscal year in which said transfer of membership is effected.

ARTICLE VIII
ORDER OF BUSINESS

Section 1.      Order of Business. At all business meetings of the Club and Board of                       Governors the order of business shall be as follows:

                        (1)         Call to order
                        (2)         Approval of the Minutes
                        (3)         Treasurer's Report
                        (4)         Reports of Committees
                        (5)         Unfinished Business
                        (6)         New Business
                        (7)         Adjournment

ARTICLE IX
AMENDMENTS

Section 1.      Amendment of Bylaws. These Bylaws may be amended at any regular                       meeting, a quorum being present, provided that notice of such proposed                       amendments shall have been provided to each member at least ten days                       before such meeting. Bylaws may also be amended by electronic vote such                       as telefax or email so long as each member has received notice of such                       proposed amendments at least ten days before the vote deadline.   No                       amendment or addition to these Bylaws can be made which is not in                       harmony with the Port Constitution and with the Constitution and Bylaws                       of The Propeller Club of the United States.