Charter Communities Association, Inc. By-Laws

As used in these By-Laws, the following terms shall be defined as:

Section 2.01. Declaration: The document entitled “Declaration of Protective Covenants, Conditions, Restrictions Easements, Charges and Liens – Charter Communities” imposed by the Declarant of the Property, as defined below, as it may from time to time be supplemented or amended in the manner provided for in said Declaration.

Section 2.02. Declarant: Charter Oaks Apartments, a New York partnership composed of Caldwell Development Corp. and W.N.Y. Property Mgmt., Inc., its successors and assigns.

Section 2.03. Member: The Owner of a Unit or Projected Unit subject to the Declaration whether the holder of record title of the fee interest in the Unit or the record holder of any leasehold estate, whether or not such holder actually resides on the part of the Property.

Section 2.04. Phase: One of the three residential areas contemplated for inclusion in the Property as fully developed Phase I, being the Charter Oaks Condominium; Phase II being a 4.940 acre parcel located north of Phase I and Phase III, being a 5.396 acre parcel located east of Phase I, said parcels being more fully described in the Declaration.

Section 2.05. Projected Units: Any dwelling unit contemplated for construction on a portion of the Property as indicated by the instrument supplemental to the Declaration which adds such portion of the Property to the Declaration or modifies the number of dwelling units contemplated for such portion of the Property.

Section 2.06. Property: All property which is subject to the Declaration.

Section 2.07. Unit: Any dwelling Unit on the Property which has been occupied or transferred to a purchaser for occupancy.

Section 3.01. Membership in the Association. The Members of the Association shall be the Owners of all Units on the Property and the Owners of all portions of the Property contemplated for development with Projected Units, provided that any person or entity holding such interest merely as security for the performance of an obligation shall not be a Member.

Section 3.02. Right of Declarant to Assign: The Declarant may assign its membership in the Association to any person, corporation, association, trust or other entity, and such assignee, and any future assignee of such membership may make successive like assignments. Memberships in the Association shall not otherwise be transferable or assignable.

Section 3.03. Voting Rights: Each Member shall have one (1) vote for each Unit owned or for each Projected Unit contemplated for construction on the Property of the Member except that the Declarant shall not cast its votes to elect a majority of Directors after January 1, 1988. Any Member who is in violation of the Declaration, as determined by the Board of Directors of the Association, shall not be entitled to vote during any period in which such violation continues. Any Member who fails to pay any dues, maintenance assessment or special assessment established by the Association, shall not be entitled to vote during any period in which any such dues or assessments are due and unpaid.

Section 3.04. Voting Regulations: The Board of Directors of the Association may make such regulations, consistent with the terms of the Declaration, the Certificate of Incorporation, these By-Laws, and the Not-for-Profit Corporation Law of the State of New York, as it deems advisable for any meeting of the Members, in regard to proof of membership in the Association, evidence of right to vote, the appointment and duties of inspectors of votes, registration of Members for voting purposes, the establishment of representative voting procedures and such other matters concerning the conduct of meetings and voting as it shall deem appropriate.

Section 3.05. Corporate Members: Any votes of a corporate member may be cast by an appropriate officer of such corporation.

Section 3.06. Joint or Common Ownership: Any one joint or common owner of a Unit shall be entitled to cast the vote with respect to the Unit so owned.

Section 3.07. Absentee Ballots: On any matter submitted to the Members for vote, other than the election of Directors of the Association, any Member entitled to vote may cast a vote without attending the meeting in question, specifying the issue on which the Member intends to vote and that the Member votes for or against the same. Members unable to attend a meeting at which Directors of the Association are to be elected shall be entitled to file an absentee ballot if so provided by the Board of Directors or may vote by a proxy which shall be in writing and shall be filed with the secretary of the Association.

Section 4.01. Annual Meeting. There shall be an Annual Meeting of the Members on the fourth Tuesday in October at the hour of 8:00 p.m.. or at such other date and time and at such place convenient to the Members as shall be designated by the Board of Directors, which meeting shall be for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the date fixed for the Annual Meeting shall be a legal holiday, the meeting shall be held on the first day following, which is not a legal holiday. Failure to hold an Annual Meeting at the designated time shall not, however, invalidate the corporate existence or affect otherwise valid corporate acts.

Section 4.02. Special Meetings: Special Meetings of the Members may be called at any time by the President or the Board of Directors, or at the request in writing of one-fourth (1/4) or fifty (50) of the votes entitle to be cast at the meeting.

Section 4.03. Notice of Meetings: Not less than ten (10) days or more than thirty (30) days before the date of any Annual or Special Meeting of Members, the Association shall give to each Member entitled to vote at such meeting, written or printed notice stating the time and place of the meeting, and, in the case of a Special Meeting, indicating that it is being issued by or at the direction of the person or persons calling the meeting and the purpose or purposes for which the meeting is called. Such notice shall be delivered either by mail or by presenting it to the Member personally, or by leaving it at such Member’s residence as shown on the records of the Association. If mailed, such notice shall be deemed to be given then deposited in the United States mail, postage prepaid, addressed to the Member at his or her post office address as it appears on the records of the Association. Notwithstanding the foregoing provision, a waiver of notice in writing, signed by the person or persons entitled to such notice, whether before or after such meeting is held, or actual attendance at the meeting in person, shall be deemed equivalent to the giving of such notice to such persons. Any meeting of Members, Annual or Special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement at the meeting at which the adjournment is taken.

Section 4.04. Quorum: Members holding not less than the lesser of one-fourth (1/4) or fifty (50) of the total votes of the membership shall constitute a quorum at any meeting. If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting from time to time, without notice other than announcement at the meeting until a quorum shall be present or be represented. The act of two-thirds of the Members present at a meeting at which a quorum was present shall be the act of the Members unless the act of a greater or lesser number is required by law, or by the Certificate of Incorporation of the Association, the Declaration, or these By-Laws.

Section 4.05. Waiver and Consent: Wherever the vote of the membership is required by law, or by the Certificate of Incorporation of the Association, the Declaration, or these By-Laws, to be taken in connection with any action of the Association,’ the meeting and vote of the membership may be dispensed with if all Members who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such action being taken.

Section 5.04. Vacancies: Any vacancy occurring in the initial or any subsequent Board of Directors may be filled at any meeting of the Board of Directors by the affirmative vote of a majority of the Board of Directors or Board of Managers, if one exists, and if not, by the Declarant or the Declarant’s successor in interest as owner of the Property comprising such Phase, and, if not previously filled, shall be filled at the next succeeding meeting of the Members of the Association. Any Director elected to fill a vacancy shall serve as such until the expiration of the term of the Director whose vacancy such person was elected to fill.

Section 5.05. Removal: At any meeting of Members, duly called at which a quorum is present, the Member of any Phase may, by the affirmative vote of not less than two-thirds of all Members of such Phase, remove any Director or Directors representing such Phase, from office with or without cause and may elect the successor or successors to fill any resulting vacancies for the unexpired term or terms of the removed Director or Directors. In addition the other Directors may, by the affirmative vote of not less than two-thirds of the other Directors, declare the position of the Director vacant in the event the person filling such position shall be absent from three (3) consecutive meetings.

Section 5.06. Compensation: Directors shall not receive any compensation or salary for their services. Any Director may be reimbursed for his actual expenses incurred in the performance of his duties. A Director who serves the Association in any other capacity, however, may receive compensation therefor.

Section 5.07. Regular Meetings: Regular meetings of the Board of Directors shall be held monthly without notice at such places and at such times convenient to the Directors as may be designated from time to time by resolution of the Board of Directors. Should such meeting date fall on a legal holiday, that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 5.08. Special Meetings: Special Meetings of the Board of Directors may be called at any time at the request of the President or any two Directors after not less than two (2) days notice to each Director. The person or persons authorized to call such Special Meeting of the Board may fix any place convenient to the Directors as a place for holding such Special Meeting. Any Director may, in writing, signed by such Director, before or after the time of the Special Meeting stated therein, waive notice of any Special Meeting. The attendance of a Director at any Special Meeting shall constitute a waiver or notice of such Special Meeting. Neither the business. to be transacted at, nor the purpose of, any Special Meeting, need be specified in the notice or waiver of notice of such meeting, unless specifically required by law, by the Certificate of Incorporation of the Association or by these By-Laws.

Section 5.09. Quorum and Voting: At all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which it is provided otherwise by statute, by the Certificate of Incorporation, or by the By-Laws, a vote of a majority of such quorum at a duly constituted meeting shall be sufficient to elect and pass any measure. In the absence of a quorum, the Directors present may adjourn the meeting from time to time by majority vote and without further notice, until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted as originally called.

Section 5.10. Informal Action by Directors: Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting, provided a written consent to such action is signed by all members of the Board of Directors or of such committee, as the case may be, and provided further such written consent is filed with the minutes of proceedings of the Board or committee.

Section 5.11. Powers and Duties: The Board of Directors may exercise all the powers of the Association, except such as are conferred upon or reserved to the Members by statute or by the Certificate of Incorporation or the By-Laws. The powers, duties and authority of the Board of Directors shall specifically include, but shall not be limited to the following: