Name and Offices

Section 1. Name. The name of the Corporation shall be WHIPPOORWILL LAKE PROPERTY OWNERS ASSOCIATION, INC.

Section 2. Offices. The principal office of said Association shall be in Chappaqua, County of Westchester, State of New York. The Association may also have offices at such other places as the Board of Directors may from time to time appoint or the purposes of the Association may require.

Definitions

Section 1. The "Association" shall mean WHIPPOORWILL LAKE PROPERTY OWNERS ASSOCIATION, INC. its successors and assigns.

Section 2. The "Real Property" shall mean all of the property shown as to be deeded to the Association on "Subdivision Map of property known as Whippoorwill Lake in the Town of New Castle, Westchester County, New York, dated February 3, 1978", Block 9012, sh. 132 and 145 County Index System. Said map being intended to be filed with the Division of Land Records of the County Clerk of the County of Westchester. Said map and lands is hereinafter referred to by the filed map number as given by the office of the said Clerk of the County of Westchester.

Section 3. "Building Lot" shall include any building lot located on map No. 19505 filed in the office of the Clerk of the County of Westchester on June 2, 1978.

Section 4. "Owner" shall mean the record owner, whether one or more persons or entities, of the fee simple title to any Building Lot, but shall not mean or refer to any mortgage or subsequent holder of a mortgage unless and until such mortgagee or holder has acquired title pursuant to foreclosure or by conveyance in lieu of foreclosure.

Section 5. The "Declaration" shall mean the Declaration of Covenants and Restrictions applicable to the Real Property recorded or to be recorded among the land records in the Clerk's Office of Westchester County, a copy of which is attached hereto as Exhibit 1.

Section 6. "Member" shall mean all of those Owners who are members of the Association as provided in Article II Section I of the Declaration.

Objectives

The objectives of the Association shall be (a) to acquire, maintain and preserve in its natural state, for appropriate conservation open space and passive recreational purposes the real property described in Article II of these By-Laws, (b) to enforce any and all covenants, restrictions and agreements applicable to the said real property particularly the Declaration or similar declaration as may be made and which hereafter will be recorded among the land records of Westchester County, New York and (c) to make and perform any contracts and do any acts and things, and exercise any powers suitable, convenient, proper or incidental for the accomplishment of any of the objectives enumerated herein.

Membership

Section 1. Membership. Membership in the Association shall include every person who is an Owner of a Building Lot shown on Map No. 19505 filed in the Office of the Clerk of the County of Westchester on June 2, 1978. When more than one person holds such interest or interests in any Building Lot, all such persons shall be Members and the vote for such Building Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such Building Lot.

Section 2. Suspension of Membership. The rights of membership are subject to the payment of annual and special assessments levied by the Association. The obligation for payment of assessments is imposed upon each Owner and becomes a lien upon the Building Lot against which such assessments are made as provided by Article IV of the Declaration. If a Member fails to make payment of any annual or special assessment levied by the Association within thirty days after same shall become due and payable, the voting rights of such member and such Member's right to use of the Association's facilities may be suspended by the Board of Directors until such assessment has been paid.

Assessments

The obligations with respect to Assessments are governed by Article IV of the Declaration, as the same may be amended from time to time.

Meetings

Section 1. Annual Meetings. The annual meeting of Members for the election of directors, the presentation of the annual financial report of the Association and for the transaction of such other business as the Board of Directors may determine, shall be held at the principal office of the Association on the first Tuesday in May, or at such other time and place as may be fixed by the Board of Directors, but in no event later than June 30.

Section 2. Special Meetings. Special meetings of Members for any purpose may be called at any time by (1) the President of the Association, or (2) any three (3) directors of the Association, and shall be called by the Secretary of the Association, forthwith upon receipt of the written request of members of the Association entitled to cast one-third of all votes of the entire membership. Special meetings shall be held solely for such purpose of purposes as are set forth in the notice or waiver of notice of the meeting.

Section 3. Special Meetings for the Election of Directors. (a) If for a period of one (1) month after the latest date fixed herein for the annual meeting of Members, there is a failure to elect a sufficient number of directors to conduct the business of the Association, the Board of Directors shall call a special meeting for the election of directors. If such special meeting is not called by the Board with two (2) weeks after the expiration of such period or if it is called but there is a failure to elect such directors for a period of two months after the expiration of such period, Members entitled to cast ten (10%) percent of the total number of votes entitled to be cast in an election of directors, may in writing demand the call of a special meeting for the election of directors specifying the date and month thereof, which shall not be less than two (2) nor more than three (3) months from the date of such written demand. The Secretary of the Association upon receiving the written demand shall promptly give notice of such meeting or, if he fails to do so within five (5) business days thereafter, any member signing such demand may give such notice. The meeting shall be held at the principal office of the Association or at such other place as may be fixed in the notice of meeting.

(b) At any such special meeting called on the demand of Members, notwithstanding the provisions of these By-Laws, Members attending, in person or by proxy, and entitled to vote in an election of directors shall constitute a quorum for the purpose of electing directors, but not for the transaction of any other business.

Section 4. Notice and Waiver of Notice of Annual and Special Meetings. Notice of the time, place and purpose or purposes of every meeting of the Members shall be served (except as provided in Section 3, Article VI of these By-Laws), either personally or by mail, not less than ten (10) nor more than fifty (50) days before the meeting, upon each person who appears upon the books of the Association as a Member and if mailed, such notice shall be directed to the Member at his address as it appears on the books of the Association, unless he shall have filed with the Secretary of the Association a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. The notice provided for herein is not indispensable and any meeting of Members shall be deemed validly called for all purposes if all Members are represented thereat in person or by proxy, or if a quorum is present and waivers of notice of the time, place and purpose of such meeting shall be duly executed in writing either before or after said meeting by those Members not so represented or not given such notice. The attendance of any Member at a meeting in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waver of notice by him.

Section 5. Quorum. At any meeting of Members the presence in person or by proxy of fifty (50) percent of Members entitled to vote thereat shall be necessary to constitute a quorum for the transaction of business except as otherwise expressly provided by law, by the Certificate of Incorporation of the Association, the Declaration, or elsewhere in these By-Laws. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of Members entitled to vote present in person or by proxy, without notice other than by announcement at the meeting and without further notice to any absent Member. At any adjourned meeting at which a quorum shall be present any business may be transacted which might be transacted at the meeting as originally scheduled.

Section 6. Voting. If a quorum is present the affirmative vote of a majority of Members represented at the meeting shall be the act of all Members, unless the act of a great number is expressly required by law or by the Certificate of Incorporation of the Association, the Declaration, or elsewhere in these By-Laws. Any Member may vote either in person or by proxy appointed by an instrument executed in writing by such member or his duly authorized attorney-in-fact and delivered to the secretary of the meeting. No proxy shall be valid after the expiration of eleven months from the date of its execution unless the Member executing it shall have specified therein its duration. Every proxy shall be revocable at the pleasure of the person executing it, or his personal representatives or assigns. Upon direction of the presiding officer or upon demand of a Member, the vote upon any business before a meeting shall be by ballot but otherwise any such vote need not be by ballot.

Section 7. Action Without a Meeting. Whenever Members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all Members entitled to vote thereon.

Section 8. Procedure. The order of business and all other matters of procedure at every meeting of Members shall be determined by the presiding officer.

Section 9. Inspectors of Election. The Board of Directors in advance of any meeting of Members may appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a Member's meeting may, and on the request of any Member entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the Board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability, and the oath so taken shall be signed by the inspector before the person presiding at the meeting and shall be filed with the Secretary of the Association. No director, or candidate for director at a meeting, one of the purposes of which is to elect directors, shall act as inspector thereat.

Board of Directors

Section 1. Management of the Affairs of the Association. The management of the affairs of the Association shall be vested in a Board of Directors which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation of the Association, or be the Declaration, or by these By-Laws directed or required to be exercised or done by the Members.

Section 2. Election of Directors. The Board of Directors shall consist of not less than three (3) nor more than nine (9) directors, the number of persons constituting the whole Board of Directors to be fixed from time to time by resolution of the Board of Directors. Directors shall be at least twenty-one years of age and need be members of the Association. Except as otherwise provided by law or in these By-Laws, the directors shall be elected at each annual meeting of members by a plurality of votes cast.

Section 3. Vacancies. Vacancies of the Board of Directors resulting from death, resignation or removal may be filled without notice to any Members by a vote of a majority of the remaining directors present at the meeting at which such election is held, even though a quorum is not present, which election may be held at any regular meeting of the Board of Directors or any special meeting thereof called for such purpose. A director elected to fill a newly created directorship shall serve in office during the unexplored portion of the term of his predecessor and until his successor is elected and qualified.

Section 4. Nomination of Directors. Not later than four (4) weeks prior to the date set for each annual meeting of Members, the President of the Association shall appoint a committee of Members to nominate candidates for election as directors at the annual meeting. The recommendations of the nominating committee, together with a brief description of each candidate, shall be transmitted to the membership at the same time the notice of annual meeting of Members is distributed. Additional nominations may be made from the floor by any Member at the annual meeting.

Section 5. Meetings. Meetings of the Board of Directors, regular or special, shall be held in the State of New York. The first meeting of the Board of Directors following the annual meeting of Members shall be held not later than one (1) week after the annual meeting of Members. Thereafter, regular meetings of the Board of Directors shall be held not less than once every month, except that meetings need not be held in July, August and September. Meetings may be held upon such notice, or without notice, and at such time and place, as shall be determined by the Board. Special meetings of the Board of Directors may be called by the President, at such time and place as he shall determine, on five (5) days notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President of Secretary in like manner and on like notice on the written request of three (3) directors. Notice of a meeting need not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except where otherwise required by law or by these By-Laws. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business except as otherwise expressly provided by law or by the Certificate of Incorporation of the Association, or by the Declaration or elsewhere in these By-Laws. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the Certificate of Incorporation of the Association, or by the Declaration or elsewhere in these By-Laws. If a quorum shall not be present at any meeting of the directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At all meetings of the Board of Directors, each director shall be entitled to one vote.

Section 6. Resignation and Removal. Any director may resign at any time by written notice delivered or sent by certified or registered mail, return receipt requested, to the President or Secretary of the Association. Such resignation shall take effect at the time specified therein, and unless specifically requested acceptance of such resignation shall not be necessary to make it effective.

Any director may be removed from office with or without cause by Members of the Association at a meeting duly called for that purpose or with cause by the Board.

Section 7. Compensation. No salary or other compensation for services shall be paid to any director of the Association for services rendered as such director, but this shall not preclude any director from performing any other service for the Association and receiving compensation therefor.

Section 8. Committees. From time to time the Board of Directors may appoint, from among the directors, Members, and other persons, committees for any purpose or purposes with such powers as are conferred by the resolution of appointment and as are permitted by law. The President of the Association shall be an ex-officio member of all committees so appointed.

Section 9. Annual Report. The Board of Directors shall present at the annual meeting of Members a report of the financial and other affairs of the Association during the preceding year. The Board of Directors shall provide all Members, at the expense of the Association and within four (4) months of the end of each year, a copy of an annual audited financial statement of the Association prepared by an independent certified public accountant.

Officers

Section 1. Election. The Board of Directors, at its first meeting after the annual meeting of Members, shall elect from their number a President and Vice President, and shall elect a Secretary and Treasurer, each officer to hold office until the meeting of the Board of Directors following the next annual meeting of Members and until their successors are elected and qualified. The Board may from time to time appoint such other officers as it considers desirable to hold office at the pleasure of the Board. Any two of such offices, except those of President and Secretary may be held by the same person.

Section 2. Qualifications; Removal and Vacancies. Officers need not be Members of the Association. Any officer elected or appointed by the Board of Directors pursuant to the provisions of this Article VIII may be removed by the Board of Directors at any time, with or without cause. Vacancies occurring in any office may be filed by the Board of Directors at any time.

Section 3. Duties of President and Vice President. The President shall be the chief executive and operating officer of the Association and shall preside at all meetings of the Members and the Board of Directors. The President or the Vice President may sign the name of the Association on all certificates and contracts and other instruments which are authorized from time to time by the Board of Directors. The President, subject to the control of the Board of Directors, shall have general management of the affairs of the Association and perform all the duties incidental to the office. If the President is absent from the State of New York or is unable to act, the Vice President shall have the powers and perform the duties of the President.

Section 4. Duties of Treasurer. Subject to the control of the Board of Directors, the Treasurer shall have the care and custody of all funds and securities of the Association, and all books and records relating thereto and shall deposit such funds in the name of the Association in such bank or trust companies as the Board of Directors may determine, and he shall perform all other duties incidental to his office. If so required by the Board of Directors, He shall, before receiving any such funds, furnish to the Association a bond with a surety company as surety in such form and amount as the Board of Directors from time to time shall determine. The premium upon such bond shall be paid by the Association.

Section 5. Duties of Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of the meetings of the Members. He shall attend to the giving and serving of all notices of the Association, shall be empowered to affix the corporate seal to all written instruments authorized by the Board of Directors or these By-Laws. He shall also perform all other duties incidental to his office. He shall cause to be kept a record book containing the names, alphabetically arranged, and addresses, of all Members of the date they became such.

Section 6. Compensation. No salary or other compensation for services shall be paid to any officer of the Association for services rendered as such officer, but this shall not preclude an officer of the Association from performing any other service for the Association and receiving compensation therefor.

Financial Matters

Section 1. Depositories. The Board of Directors shall select such depositories as it considers proper for the funds of the Association. All checks and drafts against such deposited funds shall be signed and countersigned by persons specified by the Board.

Section 2. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, in addition to those specified in these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Unless so authorized the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.

Section 3. Fiscal Year. The fiscal year of the Association shall be determined by the Board of Directors of the Association.

Indemnification of Directors, Officers and Employees

Section 1. Right to Indemnification. Any person made a party to any action, suit or proceeding by or in the right of the Association to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a director or officer of the Association, shall be indemnified by this Association, to the extent permitted and in the manner provided by law, against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with an appeal therein, except in relation to matters as to which such director or officer is adjudged to have breached his duty to the Association under Section 717 of the Not-For-Profit Corporation Law of the State of New York, but such indemnification shall in no case include:
(1) Amounts paid in settling or otherwise disposing of a threatened action, suit or proceeding, or a pending action, suit or proceeding, with our without court approval, or
(2) Expenses incurred in defending a threatened action suit or proceeding, or a pending action, suit or proceeding, which is settled or otherwise disposed of without court approval.

Any person, made, or threatened to be made, a party to an action, suit or proceeding other than one by or in the right of the Association to procure a judgment in its favor, whether civil or criminal, including an action, suit or proceeding by or in the right of any other corporation of any type or kind, domestic or foreign, which any director of officer of the Association served in any capacity at the request of the Association, by reason of the fact that he, his testator or intestate, was a director or officer of the Association, or served such other corporation in any capacity, shall be indemnified by this Association against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action, suit or proceeding, or any appeal therein, if such director or officer acted in good faith, for a purpose which he reasonably believed to be in the best interests of the Association and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. The termination of any such civil or criminal action, suit or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such director or officer did not act in good faith, for a purpose which he reasonably believed to be in the best interest of the Association, or that he had reasonable cause to believe that his conduct was unlawful.

Section 2. Other Rights; Payment. Any such right of indemnification as set forth in Section 1 of Article X of these By-Laws shall not be deemed exclusive of any other rights to which any such director or officer may be lawfully entitled either (a) apart from the provisions of Section 722 and 723 of the Not-For-Profit Corporation Law of the State of New York or (b) under and by virtue of Section 725 of the Not-For-Profit Corporation Law. Any amount payable by reason of indemnity under this Article shall be determined and paid in accordance with Sections 724 and/or 725 of the Not-For-Profit Corporation Law of the State of New York or in any other lawful manner.

Dissolution

In the event the Association is dissolved in accordance with the provisions of the Association's Certificate of Incorporation and the assets, both real and personal, of the Association are dedicated to a governmental authority, the covenants and restrictions contained in the Declaration, other than those applying to assessments, shall remain in full force and effect. It shall be a requirement of the Association, prior to its dissolution, to establish an appropriate authority or corporation for enforcing said covenants and restrictions.

In the event that such dedication to a governmental authority is refused, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the Association. In such event the covenants and restrictions contained in the Declaration, including those applying to assessments, shall remain in full force and effect. No such disposition of the corporation's properties shall be effective to divest or diminish any right or title or any member vested in him under the Declaration and deed applicable to his property unless made in accordance with the provisions of the Declaration and deed.

Construction

In the case of any conflict between the Certificate of Incorporation of the Association and these By-Laws, the Certificate of Incorporation of the Association shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.

Amendments

These By-Laws may be amended or repealed in conformity with the Certificate of Incorporation of the Association and the Declaration by the Affirmative vote of all of the directors present at any meeting of the Board of Directors or by the affirmative vote of a majority of the membership entitled to vote for the election of directors, provided, however, that no such amendment or repeal adopted by the Board of Directors shall become effective until thirty (30) days after notice thereof shall have been, transmitted to the members of the Association, and provided further that said amendment is approved by resolution of the Town Board of the Town of New Castle. The notice of any meeting of members and the Board of Directors at which such action shall be considered shall contain a notice of the proposed amendment, or repeal. Any by-law adopted by the Board of Directors may be amended or repealed by the Members, and unless otherwise provided in the Certificate of Incorporation of the Association, the Declaration of these By-Laws, any by-law adopted by the Members, may be amended or repealed by the Board, subject to the approval of the Town Board of the Town of New Castle.

STATE OF NEW YORK }
COUNTY OF WESTCHESTER } ss:

I, Charles W. Hatcher, the Secretary of WHIPPOORWILL LAKE PROPERTY OWENRS ASSOCIATION, INC., do hereby certify that the above is a true transcript of the original By-Laws of WHIPPOORWILL LAKE PROPERTY OWNERS ASSOCIATION, INC. as adopted by the Board of Directors at its meeting held on May 5, 1978.

IN TESTIMONY WHEROF, I have hereunto set my hand and affixed the seal of the Association this 15th day of May, 1978.