By-Laws of the Yankee Lake Preservation Association, Inc.

May 2004

Table of Contents

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Article I: Name and Goals of Corporation
Article II: Membership
Article III: Meetings of Members
Article IV: Board of Directors
Article V: Meetings of the Board of Directors
Article VI: Officer's Powers and Duties
Article VII: Standing Committees
Article VIII: Indemnification of Directors, Officers and Committee Members
Article IX: General

Article I: Name and Goals of the Corporation

Section 1. Name

This not-for-profit corporation shall be known as the Yankee Lake Preservation Association, Inc. (hereinafter called the Corporation or the YLPA).

Section 2. Goals

The goals of the Corporation shall include the following:

• To protect and enhance the waters of Yankee Lake and the lands surrounding Yankee Lake so that its members may enjoy fishing, swimming, boating, sailing and other recreational activities.

• To provide members with the opportunity to enjoy social, recreational, and educational activities.

• To provide assistance, protection and community information to all its members. and

• To establish, promote and enforce guidelines and regulations that will preserve and maintain the privacy, serenity, beauty, and natural resources of Yankee Lake and its environs.

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Article II: Membership

Section 1. Membership Defined

Membership in the YLPA is mandatory for all property owners with deeded lake rights to Yankee Lake. The following requirements are necessary to become and remain a member of the YLPA:

(a) Documents: A copy of a current deed or search that gives the right of access to the waters of Yankee Lake and to the use of Yankee Lake.

(b) Annual Dues are determined by the Board of Directors and are subject to change at their discretion.

(c) Membership shall not be restricted in any manner because of gender, race, color, religion or national origin.

Section 2. Certificate of Membership

Upon paying membership dues, a Certificate of Membership shall be furnished to the Member Household indicating among other things, the Representative in the Household who shall vote on behalf of said Household. Each Member Household shall have only one vote at meetings of the Membership. A Member Household may ordinarily only change the voting representative at the beginning of each calendar year. The exception would be in the event of death of a Representative, in which case the Member Household may select another representative as soon as it wishes to do so. In all cases, when a new Representative is selected, the Secretary shall be immediately advised of the name of the new Representative. In the event of a dispute over whom shall be the Representative for a Household, the Board of Directors shall determine the person who shall vote for said Household. The Certificate of Membership may not be assigned.

Section 3. Vote Allotment

Each Household shall have one vote; multiple residences and memberships will have one vote per annual dues per dwelling, but no individual member may have more than one vote.

Section 4. Exceptions

Any exceptions to the above rules have to be approved by the YLPA Board of Directors.

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Article III: Meetings of Members

Section 1. Annual Meeting

The Annual Meeting of the Members of the YLPA shall be held on the Saturday preceding Memorial Day in May of each year. The Secretary shall mail notice of such meeting to each Member of the YLPA entitled to vote at such meeting.

Said notice shall be directed to the last known post office address of the Member (as shown on the records of the YLPA) and sent via United States mail, postage prepaid. Such notice shall be mailed as described not less than 10 days nor more than 50 days before the date of such meeting and shall state the date, time and place of the meeting and the purpose or purposes thereof. The Secretary shall also post the same notice on each of the three Official Information Boards of the YLPA as well as the YLPA web page, not less than 10 days, nor more than 50 days prior to said meeting.

Section 2. Membership Roster

A Membership Roll indicating the Member Households in good standing and their voting Representative, certified by the Secretary and the Treasurer, shall be available at the Annual Meeting and shall be used to verify voting rights and accurate vote counts.

Section 3. Special Meetings

A Special Meeting of the YLPA may be called by the President of the Board of Directors at any time upon due notice to each Member Household or by the Secretary of the Board upon request of 50 Member Households to such Officer in writing. In either case, the Secretary shall mail notices to each Member of the YLPA entitled to vote at such meeting, and also post this notice on the YLPA web page and the three Official Information Boards of the YLPA, not less than 10 days prior to such meeting. In the event the specially called meeting is called by petition of 50 Member Households, notice of such meeting shall be sent not more than 7 days after the petition is received.

Section 4. Special Meeting Business

No other business except that specified in the notice may be transacted at such special meeting without unanimous consent of all present at such meeting.

Section 5. Voting Rights

Only Certified Households who have paid their annual membership dues prior to the Memorial Day weekend Annual Meeting shall be eligible to vote at that meeting.

Section 6. Quorum

At all meetings of the YLPA, one-third of all Member Households in good standing shall constitute a quorum. If a quorum is not present, the President of the Board of Directors may adjourn the meeting to a day and hour fixed by him/her.

Section 7. Robert's Rules of Order

At all meetings, the order of business shall be as specified in Robert's Rules of Order, unless the Rules conflict with these By-Laws, in which event the By-Laws take priority.

Section 8. Amendments

These By-Laws may be altered, amended, repealed or added to by the affirmative two-thirds vote of those Representatives of Member Households in attendance at an annual or special meeting of the YLPA called for that purpose, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting. Only such changes shall be made as having been specified in the notice.

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Article IV: Board of Directors

Section 1. Board of Directors

The YLPA shall be governed by a Board of Directors consisting of fifteen (15) Representatives of Member Households.

Section 2. Election of the Officers and Directors

After the reading of the minutes of the previous Annual Meeting, the newly elected Officers (President, Vice-President, Secretary and Treasurer) and returning or newly elected Directors shall be presented as the next order of business. The term of office for the President and Vice President shall be two years commencing at the Annual Meeting and concluding two years later at the Annual Meeting. The term of office for the Secretary and Treasurer shall be four years commencing at the Annual Meeting and concluding four years later.

Section 3. CANDIDACY FOR BOARD

A Search Committee of Directors shall interview prospective nominees for the Board between the first and fifteenth day of April of each year, for election to fill any vacancies as a Director for the term beginning immediately following the next Annual Meeting of YLPA. After interviewing such nominees, the Directors will hold an election of these nominees and will present the new Director(s) at the next Annual meeting.

Section 4. LIMITATION OF TERMS

An elected Director may only hold the position of President for two consecutive years and may not return to that position until two years have passed following completion of his or her term. An elected Director may only hold the position of Vice-President for two consecutive years and may not return to that position until two years have passed following completion of his or her term. A Vice-President may be elected to the position of President. The Secretary and Treasurer may be elected for successive annual terms. The Vice-President may also serve concurrently as either Secretary or Treasurer.

Section 5. CHANGE IN NUMBER OF DIRECTORS

The number of Directors may only be changed by an amendment to these By-Laws in accordance with Article III, Section 8.

Section 6. RESIGNATION

A Director or Officer may resign at any time by giving written or verbal notice to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer. The acceptance of the resignation shall not be necessary to make it effective.

Section 7. REMOVAL BY BOARD

Any Director or Officer may be removed for habitual absence from scheduled meetings of the Board of Directors and for cause by the action of the Directors at a meeting of the Board called for that purpose. Habitual absence shall include, but not be limited to, a Director missing three unexcused successive meetings of the Board of Directors in one calendar year. If a Director is to be removed for failure to attend the required meetings or for cause, then the procedure for removal is as follows:

(a) Notice is to be given to the Board that the Director is being removed for habitual absence or cause;

(b) The Director who is subject to removal must be informed of the specific charge in writing;

(c) The vote on removal will take place at the next regularly scheduled meeting, or at a special meeting called for this purpose only; and

(d) If a special meeting for removal is called, then the Director who is subject to removal shall have not less than ten days notice of this special meeting.

Section 8. Vacancy

A vacancy in the Board of Directors or an Officer position will be filled by a vote of the majority of the Board of Directors. Directors or Officers selected in this manner shall hold office until the next Annual Meeting, and will remain in office unless their membership is challenged by additional nominees.

Section 9. POWERS AND DUTIES

The Board of Directors shall have and exercise all lawful powers and duties necessary for the proper conduct and administration of the affairs of the Corporation and the maintenance, administration and operation of the community and recreational facilities of the Corporation, including but not limited to, the expenditure of money for the Corporation.

The Board of Directors may do, or cause to be done, all such lawful acts and things as are not prohibited by law, by these By-Laws or otherwise, directed or required to be done or exercised by Member Households. The powers and duties of the Board of Directors shall include, but not be limited to, the following:

(a) Business Affairs: The business affairs of the Corporation shall be managed by the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the Member Households. The Board of Directors may, in their discretion, submit any contract or act for approval at a meeting of the Member Households. The Board of Directors will submit any contract or act resulting in expenditures of more than $100,000 in one fiscal year for approval at a meeting of the Member Households.

(b) Books and Records: The Directors may keep the books of the Corporation at such place or places as they may determine. The Board of Directors shall select and engage an independent Certified Public Accountant to audit (review) the books, records and accounts of the Corporation.

(c) Annual Report: The Board of Directors shall cause to be rendered an annual report to the Member Households as to the then existing condition of the Corporation. The annual report shall include a financial statement by the Certified Public Accountant. In the event that an Officer or an employee leaves office prior to the expiration of a full term or terminates employment, the Board of Directors may direct that the annual or interim financial statement be certified (reviewed).

(d) Maintenance: The Board of Directors shall cause, by appropriating the necessary funds, the maintenance of all physical facilities.

(e) Insurance: The Board of Directors shall also maintain liability insurance insuring the Corporation against liability for any negligent act or commission or omission attributable to the Corporation which occurs on or in any of the community or common easement areas or facilities of the Corporation. The Board shall also maintain liability and casualty insurance on the common easement areas or facilities, and such other insurance as will protect the interest of the Corporation, its employees, and mortgagees (if any). In addition, the Board shall maintain liability insurance to protect the Directors individually for their actions as members of the Board of Directors. All insurance premiums shall be paid by the Corporation as a common expense.

(f) Additional Land and Facilities; Sales and/or Encumbrance of Land: The Board shall have the ability to purchase additional land and/or build additional facilities if such are in relation to the operation of the Corporation and with the vote of two-thirds majority of Representatives of the Member Households for expenditures over $100,000 in one fiscal year. Such vote shall not be required if the Board exercises the Board's right of first refusal to purchase a Yankee Lake property at a foreclosure or sheriff's sale.

The Board of Directors, prior to the sale of any real property, may restrict, by appropriate covenants and restrictions, the use of such property to woodland and/or recreational use. The Board may also provide a perpetual right for trails and/or hunting for Member Households.

(g) Rules and Regulations: The Board of Directors shall make, promulgate and enforce such rules and regulations relative to the use and operation of the community and recreation facilities. Such rules and regulations and these By-Laws shall be binding on all present and future Member Households, their successors and assigns, their guests, family licensees, servants, agents, employees and any other person or persons that shall be permitted to use the property of the Corporation. The Board of Directors shall determine how the rules and regulations will be enforced. The Board of Directors shall have the ability to impose fines for violations of the rules and regulations and/or the By-Laws. These fines may be in addition to, and not limited by, any charges assessed for damages. The Board of Directors shall set forth an appeals procedure for anyone charged with a violation. A copy of the current rules and regulations, a schedule of fines, if any, and a summary of appeals process shall be kept by the Secretary and shall be available upon request.

Section 10. Compensation

The Board of Directors shall serve without compensation except that they shall be reimbursed for all reasonable expenses incurred in the discharge of their duties, upon submittal of acceptable receipts or documentation.

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Article V: Meetings of the Board of Directors

Section 1. Venue

Meetings of the Board of Directors, regular or special, shall be held within the State of New York in the vicinity of Yankee Lake.

Section 2. Scheduling Meetings

The Board of Directors shall meet on the second Sunday of each month at a time selected by them. The Board of Directors may waive a regularly scheduled monthly meeting at their discretion, but must hold at least six (6) regularly scheduled meetings each year. The Secretary shall maintain a list of the regularly scheduled meetings. Additional meetings will be considered special meetings and may be scheduled as set forth in Section 4.

Section 3. Notice

The Secretary shall provide notice to all Directors of any changes in the date, time or place of a regularly scheduled meeting.

Section 4. Notice of Special Meetings

The Secretary shall provide written notice of all special meetings to each Director. Notices for special meetings will be sent within ten days after the call for such meeting. The meeting will be held a maximum of twelve days thereafter. Such notice shall be given in writing, by mail addressed to such Director at his/her address as it appears on the records of the Corporation. Such notice shall be deemed to have been given when it is either mailed or e-mailed with appropriate notice.

Section 5. Quorum

One half plus one of the Directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or a provision of these By-Laws. The vote of a majority of the Directors present at a meeting, at which a quorum is present, shall be the act of the Board of Directors, unless vote of a greater number is required by law or a provision of these By-Laws. If a quorum is not present at any meeting of the Directors, the Directors present may adjourn the meeting without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Personal Attendance at Meetings

Unless otherwise restricted by these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of a conference telephone call, or similar communications equipment by means of which persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.

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Article VI: Officers' Powers and Duties

Section 1. President's Powers and Duties

The President shall be the Chief Executive Officer of the Corporation, shall preside at all meetings of the Member Households and the Board of Directors, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are put into effect.

The President shall execute bonds, mortgages, deeds and other contracts requiring the seal of the Corporation, subject to approval by the Board of Directors except where signing and execution thereof shall be expressly delegated by the Board of Directors to some other Officer or agent of the Corporation.

The President shall render an annual report to the Board of Directors as to (a) the then existing condition of the Corporation; (b) the then existing condition of the Corporation's woodlands management program; and (c) the then existing condition of the Corporation's dam and lake management program. The President shall be an ex-officio member of all committees.

Section 2. Vice-President's Powers and Duties

The Vice-President shall assume all the powers and duties of the President in his or her absence or incapacity. The Vice-President shall be an ex-officio member of all committees.

Section 3. Executive Director's Powers and Duties

The Executive Director shall be responsible for the daily operation of the Corporation and the execution and implementation of those orders and resolutions as directed by the Board of Directors or the President, under whose supervision he/she shall be. The Executive Director shall be available by phone or in person to meet with those parties wishing information or communication with the Corporation. The Executive Director shall then assist said party or refer them to the appropriate Officer or Committee of the Corporation. The Executive Director shall attend all meetings of the Board of Directors and render a report at each regular meeting of his/her activities during the preceding period.

Section 4. Secretary's Powers and Duties

The Secretary shall attend all meetings of the Board of Directors and all meetings of the Member Households and record the proceedings (including votes) of the meetings. He/she shall give, or cause to be given, notice of all meetings of the Member Households and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he/she shall be. He/she shall have custody of the Seal of the Corporation and shall have authority to affix the same to any instrument requiring it and, when so affixed, may be attested by his/her signature. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and attest the affixing by his/her signature.

The Secretary shall also have custody of all the official records of the Corporation, including but not limited to, Certificate of Incorporation, Deeds, Maps, Minutes of Meetings, Rules and Regulations, By-Laws, Insurance Policies, Inspection Reports and all other official Correspondence of the Corporation.

Section 5. Treasurer's Powers and Duties

The Treasurer, with the approval of the Board of Directors, shall have the custody of the corporate funds and securities and shall keep a full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all monies and other valuable effects in the name of and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The investment of corporate funds shall be limited to investments:

(1) Guaranteed or insured by the U.S. Government or its agencies or subdivisions;

(2) Issues substantially funded by the U.S. Government but not necessarily guaranteed or insured; and

(3) Investments which in the judgment of the Finance Committee, and with the approval of the Board of Directors, represent prudent and sound investments for the Corporation.

Investments identified in item (3) shall not exceed more than one-half of corporate funds.

The Treasurer shall cause to be filed with banks or depositories of corporate funds, appropriate corporate resolutions, indicating withdrawal of any nature, and bear the signature of the Treasurer and one other Officer, appointed by the Board.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for cash disbursements. He/she shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation.

The Treasurer shall cause to be issued and supervise the issuance of the following reports to the Board of Directors and Officers:
(a) Each month a receipt and disbursement report indicating the amount of payment, purpose and the budget account;

(b) Each month a cash flow analysis indicating the current disbursement of budget funds. The report in particular shall address its attention to the source and application of same; and

(c) Each quarter a report showing the current budget status and the location of all investment funds and operating funds of the Corporation with appropriate documentation from designated banks, investment accounts, etc.

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Article VII: Standing Committees

Section 1. Creation of Committees

In addition to the standing committees listed below, the Board of Directors may create additional standing and special committees as deemed necessary for the conduct of the Corporation's business

Section 2. Committee Members' Duties

The following rules and qualifications shall govern all committees and committee members:

(a) Only those persons who regularly reside in a Member Household are eligible to be a committee member;

(b) The President and Vice-President of the Corporation shall be ex-officio members of all committees;

(c) The President of the Corporation shall designate an Officer(s) or a member of the Board of Directors to sit on each committee, to assist in the Supervision of such committee and to report on the activities of such committee at each regular meeting of the Board of Directors; and

(d) The President of the Corporation shall appoint, with the approval of the Board of Directors, the Chairperson of each committee, except as set forth herein. The President of the Corporation shall be the person of the Board to which the committee reports.

Section 3. Standing Committees

The following committees shall be standing committees:

(a) Legal: To monitor legal matters and confer with attorneys on matters relating to the legal proceedings affecting the corporation and report to the Board of Directors on these matters. The committee shall maintain current files concerning the zoning and building codes of the Town of Mamakating and the Town of Thompson and review same for effect on the watershed system of Yankee Lake. The committee will be aware of any construction or development plans that may affect the watershed area. The committee will make recommendations to the Board of Directors concerning any positions or actions the Corporation should take with respect to any such construction or development. The committee will implement any such position or action approved by the Board of Directors.

(b) Finance/Insurance: To advise and make recommendations to the Board of Directors on the investment of corporate funds and the capital requirements of the Corporation. Upon approval of the Board of Directors, this committee retains the services of a Certified Public Accountant to perform the audits and certifications required by these By-Laws. In addition, this committee will survey the insurance needs of the Corporation and, if approved by the Board of Directors, retain the services of a licensed insurance agent or broker. To recommend to the Board of Directors an adequate amount of insurance protection and negotiate the purchase of the same, upon approval of the Board of Directors. To recommend to the Board casualty preventive measures designed to reduce and/or maintain insurance premiums. The Treasurer shall be the President of the Finance/Insurance Committee.

(c) Rules and Regulations/Security: To interpret and implement enforcement of the rules and regulations and to propose modifications and additions to same. The Rules and Regulations Committee shall also oversee the security patrol of the dam, lake and lands of the Corporation, and supervise testing of the lake, streams and waters in and out of the lake.

(d) Engineering: To supervise the maintenance and improvement of the dam and buildings owned or leased by the Corporation. To supervise the necessary inspections of such dam and buildings and oversee all matters covering the rights and duties which the Corporation has for the waters of Yankee Lake. This committee shall have the responsibility for regulating the seasonal levels of the lake and advising members of the schedule for such changes in levels. The committee shall be responsible for inspecting septic systems in accordance with local and state ordinances. It will also attend to the updating of land maps and surveys.

(e) Membership: To meet with prospective new members and educate them regarding the history, organizational structure and Rules and Regulations of the YLPA. The Membership Committee shall report to the Board of Directors regarding the approval or disapproval of any new members. The membership committee shall not engage in any discriminatory practice or procedure.

(f) Recreation/Social Activities: To supervise and organize the events at the clubhouse and beach areas. The committee will sponsor events for children and adults of Member Households of the YLPA.

The committee may sponsor events of social and sportsman¥like nature to promote fishing, sailing, hiking, conservation, or other outdoor activities. Plans for such events are to be submitted to the Board of Directors for approval. The committee will report to the Board of Directors and prepare an annual budget for these events.

(g) History: To maintain the historical archives of Yankee Lake and its environs. Such archives to include all types of artifacts plus written and photographic memorabilia.

(h) Conservation and Preservation: To advise and recommend to the Board of Directors on matters of fishing, hunting, conservation and preservation. The scope and function of the committee shall be as follows:

1. The committee shall make recommendations to the Board of Directors to conserve and preserve the quality of the waters and lands surrounding Yankee Lake. The committee shall make recommendations to the Board of Directors to enhance the fishing and improve the quantity and quality of the wildlife;

2. The committee will work with and supervise the activities of any environmental consultants or engineers, should the services of any be approved by the Board of Directors; and

3. The committee will be solely responsible for implementing any fish stocking programs approved by the Board of Directors.

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Article VIII: Indemnification

Section 1. Indemnification of Board Members

The Corporation shall defend, indemnify and pay to the full extent authorized or permitted by the Business Corporation Law of the State of New York, or the indemnification provision of any successor statute, every person (and their heirs, executors and administrators) made party to an action by reason of the fact that he/she is or was a Director or Officer of the Corporation, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees, actually and necessarily incurred by him/her in connection with the defense of such action, or in connection with any appeal thereof, except in relation to matters as to which the Director or Officer shall have been judged to have breached his/her duty to the Corporation, as defined in Section 717 of the Business Corporation Law. Such indemnification shall extend to Members of the Finance Committee.

Section 2. Indemnification Limitation

All liability, loss, damage, cost, and expenses incurred or suffered by the Corporation by reason of, or arising out of or in connection with, the foregoing indemnification provisions shall be treated by the Corporation as a common expense provided however, that nothing in this Article shall be deemed to obligate the Corporation to indemnify any Member, who is or has been a Director or Officer of the Corporation, with respect to any duties or obligations assumed or liabilities incurred by him/her under and by virtue of his/her Membership in the Corporation.

Section 3. Additional Rights

The foregoing right of indemnification shall not be exclusive of other rights to which any such indemnified person may be entitled under any agreement, vote of Member Households, or otherwise.

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Article IX: General

Section 1. Fiscal Year

The fiscal year shall be fixed by resolution of the Board of Directors.

Section 2. Seal

The Corporate Seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words Corporate Seal, New York.

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