LAKE SAINT CATHERINE ASSOCIATION, INC.

As approved by the members at the Annual Meeting on July 12, 1997 and amended at the Annual Meeting on July 17, 2010

ARTICLE I : Name

1.1 Name. The legal name of this Association is "Lake Saint Catherine Association, Inc." The Association is a Vermont not-for-profit corporation, organized on August 31, 1953.

ARTICLE II: Purpose

2.1 Purpose. The purpose of this corporation is to be a public charity to receive donations, grants or contributions and to utilize its income and assets for the preservation, protection and maintenance of Lake St. Catherine, a public body of water in the state of Vermont, and its environs. Its purpose will include education on environmental issues affecting Lake St. Catherine and its watershed areas, testing of water and soil for pollution, and mitigation and/or removal of harmful materials, substances or plants in or upon Lake St. Catherine so that the burdens of government in these areas are lessened. This corporation is organized exclusively for charitable, educational and scientific purposes under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future tax code. No portion of the corporation's assets or income will be used for any private purpose.

2.2 Dissolution. Upon the dissolution of the corporation, its assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose.

ARTICLE III: Membership

3.1 Classes. There shall be three classes of membership: regular, commercial and associate.

3.2 Regular Members. A regular member is defined as a person who is a property owner within the confines of Lake St. Catherine, or one who is in occupancy but not a tenant of the property and is in charge of it but does not hold title to it. In case of multiple ownership, each title holder may become a member. However, for purposes of voting at Association meetings, there shall be only one vote per ownership, or one vote per membership in the case of a person described above as possessing the property without holding title. The confines of Lake St. Catherine shall be taken to be that area connected in any way with the use or enjoyment of the lake.

3.3 Commercial Members. A commercial member is defined as a person or organization operating a business or holding title to more than two rental units within the confines of Lake St. Catherine. Commercial members are entitled to one vote each.

3.4 Associate Members. An associate member is defined as a person or organization not included in the definition of regular or commercial member that wishes to support the Association and its work. Associate members do not have voting rights.

3.5 Effective Date. All memberships become effective upon payment of the prescribed dues, and end on the date when the next dues payment is required.

ARTICLE IV: Dues, Service Charges and Assessments

4.1 Due Dates. Membership dues, needed to finance the Association's activities, are payable on or before the first of July each year, except that new members shall pay full annual dues at the time they join the Association. Charges covering any special services authorized by the Board of Trustees to any member shall be payable in advance of such service rendered

4.2 Amount of Dues. The amount of annual dues for the several classes of membership shall be established by the Board of Trustees.

4.3 Assessments. Assessments may be levied by a two-thirds affirmative vote at any meeting of the Association, provided that the notice of such meeting shall have set forth the purpose and cost to each member of the proposed assessment.

4.4 Voluntary Contributions. Members may be asked from time to time to make voluntary contributions toward the work of the Association. Any such request shall have the advance approval of the Board of Trustees.

ARTICLE V: Membership Meetings

5.1 Number of Meetings. There shall be an Annual Meeting of the members of the Association during July or August of each year, at such time and place as the trustees shall determine Additional membership meetings may also be held during those months. A special meeting of the members may be called at any time by the President, or by a majority of the trustees, or in writing by at least fifteen members of the Association who are not trustees, and shall be held as soon as practicable after such call is issued,

5.2 Annual Meeting Agenda. At each Annual Meeting the order of business shall be as follows:

1. Minutes of the previous Annual Meeting and any special meetings held thereafter shall be read or made available in writing;
2. Minutes of Board meetings held since the preceding Annual Meeting shall be read or made available in writing;
3. The reports of officers shall be given;
4. The budget for the current year shall be presented;
5. The reports of committees shall be given;
6. Unfinished business shall be attended to;
7. A new 3-year class of five trustees shall be elected;
8. Appointment of the nominating committee for the ensuing year shall be announced by the President;
9. New business, if any, shall be conducted

5.3 Rules of Conduct. Robert's Rules of Order shall be the Association's parliamentary authority in all cases where they are not inconsistent with the by-laws or special rules of order of the Association.

5.4 Voting by Proxy. Members of the Association entitled to vote may vote by proxy at any meeting. Proxies must be in writing, signed by the member, and must be received by the Secretary in time for the vote.

5.5 Notices. The Secretary shall give at least ten days' advance notice to all of the previous year's members, and new members, by mail, newsletter or other writing, of the date, time and place of each membership meeting, and a notice shall also be published in at least one area newspaper. A notice of any special meeting shall, in addition, state the nature of business planned for such meeting.

5.6 Quorum. The members present at any membership meeting, regular or special, shall constitute a quorum for the conduct of all business.

ARTICLE VI: Board of Trustees

6.1 Composition of the Board. The Board of Trustees shall include fifteen (15) members, consisting of three classes of five (5) members each. The members of each class shall hold office for three years and until their successors are elected and qualified.

6.2 Election of Trustees. The nominating committee shall present at each Annual Meeting a slate of nominees for membership on the Board of Trustees. Any candidate must be a member in good standing and give 10-days notification of his/her intent to run to the Nominating Committee.

6.3 Term of Trustees. The term of office of each trustee begins on the first day of September following the Annual Meeting at which he or she is elected.

6.4 Powers of the Board. The Board of Trustees shall take charge of and supervise the business and affairs of the Association, and may exercise all such powers and do all such acts and things as may be exercised or done by a corporation, subject only to the provisions of the law and of the Association's charter and by-laws.

6.5 Removal for Cause; Filling of Vacancies. The Board of Trustees may remove any officer from office for cause and may fill any vacancy among the officers or trustees by a majority vote of the Board; such election to be for the unexpired term of any person so removed or vacating.

6.6 Duties of Board Members. The Board of Trustees may define, from time to time, the duties of officers, their assistants and members of the several Board committees, subject, however, to the provisions of these by-laws.

6.7 Election of Officers. As soon as practicable after the Annual Meeting, but before September 1st, the Board of Trustees shall meet to elect officers for the ensuing year. After the officers of the Association have been elected by the Board, the Secretary shall cause to be published in the area newspapers the names of all officers so elected, together with the names of other members of the Board of Trustees

6.8 Board Meetings; Quorum. The Board of Trustees shall meet whenever called by the President, or upon the call of any three members of the Board. Advance notice of the meeting shall be given orally, in person or by telephone, or in writing in sufficient time to enable those trustees who cannot attend to so notify the President. No meeting will be held unless a quorum is present. A quorum shall be a majority of the trustees at the time in office.

6.9 Meeting Agendas. Unless otherwise determined by the President, the order of business for each meeting of the Board of Trustees shall be:

1. Minutes of the last meeting;
2. Reports of officers;
3. Reports of committees;
4. Unfinished business;
5. New business.

ARTICLE VII: Officers of the Association

7.1 Officers Named. The officers of the Association shall consist of a President, Vice President, Secretary and Treasurer, and such assistants and other officers as the Board of Trustees may from time to time determine. All officers of the Association shall be elected by the Board of Trustees. Subject to Section 6.5, each officer shall hold office from the September 1st following his election or re-election and until his successor has been elected and qualified.

7.2 Secretary-Treasurer. The offices of Secretary and Treasurer may be combined for administrative efficiency.

7.3 Duties of the President. The President shall preside at all meetings of the Board of Trustees and of the Association membership and shall be the chief executive of the Association. The President shall be an ex-officio member of all committees and perform such other duties as may be assigned by the Board of Trustees.

7.4 Duties of the Vice President. The Vice President shall, in the absence or incapacity of the President, perform the President's duties and exercise his or her powers.

7.5 Duties of the Secretary. The Secretary shall record and keep the minutes of meetings, as well as official reports and records of the Board of Trustees and of the Association, in such form and place as shall be designated by the Board, and a duplicate set of minutes, reports and records shall be prepared by the Secretary for, and kept by, the President. Unless such duties shall have been assigned or delegated by the President to others, the Secretary shall conduct the official correspondence of the Association, give all notices of meetings of the Association, send requests for dues to all residents within the confines of the lake and perform such other duties as may be assigned to the Secretary by the Board of Trustees. In the absence of the Secretary at any meeting, a clerk pro tem shall be appointed by the presiding officer.

7.6 Duties of the Treasurer. The Treasurer shall have custody of and be responsible for all money of the Association, keep a full and accurate record of all receipts and disbursements, and render the account of all such transactions and report the condition of the treasury at such times as may be specified by the Board of Trustees. The Treasurer shall make all necessary filings with federal and state tax authorities. He or she shall prepare a budget for review and completion by the Executive Committee and adoption by the Board of Trustees at its first meeting each year. For each Annual Meeting the Treasurer shall prepare a written summary of the current year's budget and the financial condition of the Association. The Treasurer shall not disburse any money of the Association except in such manner, and for such purposes, as shall be approved by the Board of Trustees or by an officer of the Association who has been authorized by the Board to grant such approval.

ARTICLE VIII: Committees

8.1 Appointment. The President shall have the power to appoint and to remove the members of all committees of the Association, other than the officers who serve on the Executive Committee; provided, however, that any such appointment or removal may be overridden by vote of the Board of Trustees. The President shall also appoint the chairman or chairwoman of each committee other than the Nominating Committee.

8.2 Standing Committees. There shall be three standing committees: executive, nominating and audit. The composition and duties of the standing committees shall be as follows:

1. Executive Committee. Members of the Executive Committee shall include the President, Vice President, Secretary, Treasurer and the immediate Past President of the Association. The President may, at his or her discretion, appoint no more than two additional members of the Board of Trustees to serve on the Executive Committee. The committee shall conduct the business of the Association at times when meetings of the full Board are impractical. To that end, Executive Committee meetings may be held not only in person but by mail, telephone conference call or any other means allowing full discussion of the issues before the committee. The Secretary shall furnish minutes of all Executive Committee meetings to the trustees as promptly as possible after each meeting.

2. Nominating Committee. The Nominating Committee shall consist of three members, no more than one of whom is a member of the Board of Trustees. The chairman shall be elected by the committee. The sole duty of this committee is to propose candidates for election to the Board of Trustees. Any Association member may obtain through the Secretary the names of the selections made by the committee at least ten (10) days before the next Annual Meeting of the Association.

3. Audit Committee. The Audit Committee shall consist of two or more members, no more than one-half of whom are members of the Board of Trustees. The committee shall conduct an audit of the financial records of the Association at the end of each fiscal year, and shall report the results thereof, either in person or in writing, to the membership at the Annual Meeting. At the request of the Treasurer, the committee shall assist in the preparation or review of financial reports required to be made by the Association to any governmental or tax authority.

8.3 Other Committees. The Board may establish from time to time such other regular committees as it deems necessary to carry out the work of the Association. In addition, the President may appoint temporary or ad hoc committees to deal with timely matters not requiring the establishment of a regular, ongoing committee.

8.4 Special Duties of Committee Chairs. At the direction of the President, each committee chair shall prepare and submit a budget request each year. Subsequent adoption of the annual budget by the Board of Trustees will constitute authorization for the respective committees to spend up to the budgeted amount without further approval; provided, however, that the chairs shall review and approve all bills for disbursements connected with their committees' affairs before submitting them to the Treasurer for reimbursement. Committee chairs shall also prepare and submit to the Secretary, as soon as possible after September 1st, a brief written report describing the principal activities of their committees during the summer season just ended.

ARTICLE IX : Fiscal Year

9.1 Fiscal Year. The Association's fiscal year shall be from January 1st to December 31st.

ARTICLE X: Amendment of By-Laws

10.1 Amendment of By-Laws. These by-laws may be altered, amended or repealed by a two thirds affirmative vote of those Association members present in person or by proxy at any membership meeting, provided that the notice of such meeting shall have specified in general terms the substance of such proposed alteration, amendment or repeal.