COUNTRY CLUB ESTATES ASSOCIATION, INC.

ARTICLES-OF ASSOCIATION

WE THE SUBSCRIBERS, of full age, hereby associate ourselves

together as a non-profit corporation under the laws of the State

of Vermont,_to be known by the name of COUNTRY CLUB ESTATES

ASSOCIATION, INC., for the follo~ing purposes:

ARTICLE I - NON-PROFIT STATUS

This corporation is formed and organized not for profit and

no profit or property shall inure to the individual members of

this corporation, though upon dissolution assets, if any, may be

divided among the members of the corporation after all of the

corporation's obligations are paid. This corporation is to have

perpetual existence. Members may be paid a salary for services

rendered to the corpora~ion which normally would require payment

for services rendered.

ARTICLE II - GENERAL POWERS

A. To buy, sell, hold, lease or otherwise acquire and

operate, maintain, supervise, care for, manage, and/or use real

and personal property for the social, recreational and legal bene­

fit of the members of said corpor9tion.

B. To engage in recreational, social and legal activities

for the benefit of and protection of the members of the cor­

poration and to engage persons, partnerships, corporations or

other legal entities to carry out the purposes of the corporation.

C. To solicit funds, engage in fund raising activities, set

dues and assessments as required to carry out the purposes' of the

corporation as voted by the membership of the corporation.

D. To borrow money, encumber corporate assets, execute all

types of security documents as voted by the membership of the cor­

poration.

E. To do all other acts permitted.non-profit organizations

under the laws of the State of Vermont and 11 V.S.A. Chapter 19,

as it now exists a~d may hereafter be amended or superseded.

F. Notwithstanding the foregoing, the purposes of the cor­

poration-shall be limited to providing for the acquisition,

construction, management and maintenance and care of association

property as that phrase is used in §528 of the Internal Revenue

Code as it now exists or may be amended or superseded.'

ARTICLE III - MEMBERSHIP

A. The membership of the corporation shall consist of the

grantees of an easement and right-of-way for access to and the use

of certain lands and premises shown on a Plan of Country Club

Estates dated March 1, 1969, Revision Number 1, of record in

Volume 80, at Page 57 of the Land Records of the City of South

Burlington as conveyed to Country Club Estates Assoc., Inc." by

Warranty Deed of Renee J. Berard and June A. Berard, dated

July 11, 1969, and of record in Volume 91, at Pages 190-193 of the

Land Recoros of the City of South Burlington, including more par­

ticularly, the right to use the swimming pools and tennis courts

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constructed thereon, and the heirs, successors and assigns of said

grantees.

B. All such conveyances shall be made to the owners of real

property identified in said easement deeds as dominant estates.

Membership in the corporation shall be transferred in connection

with any and all conveyances of said dominant estates. Membership

shall not be capable of being separated. or divided from the

ownership of said dominant estates.

c. Any singl~ grant, conveyance, or reconveyance of the

easement and right-of-way described above to co-tenants shall

establish one membership in the corporation to be shared by the

said co-tenants in proportion to their ownership of the dominant

estate. The act of any single co-tenant shall be deemed to be the

act of the member unless said act is promptly and publicly

challenged by any other co-tenant(s). In the event of such a

challenge, the vote of the membership shall be divided in a frac­

tional share equal to the share of said co-tenant. Any other mem­

bership act, such as the making of a nomination or motion, or the

seconding of the same, shall be deemed to be validly made even if

made solely by a co-tenant controlling a fractional share of a

membership. The rulings of the presiding officer at any meeting

of the corporation with respect to this subject shall be final.

D. No member shall be entitled to the right to use the cor­

poration's facilities, the right to vote at any corporation

meeting, the right to do any official act in connection with such

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a meeting, such as making or seconding a motion or nomination, or

to any other benefit of membership, unless said member is in good

standing.

E. A member shall be a member in good standing unless the

directors of the corporation vote to suspend the rights of the

member. The Board may order such a suspension upon finding that

any of the stated facts specified below exists:

1. That any properly assessed share of the of the cost andexpense of operating the corporation and/or its property hasbeen billed t~ the member and unpaid for a period in excessof thirty (30) days after the date of billing; or

2. That the member, or any member of the member's immediatefamily, or any guest of the member has committed ~ seriousbreach of any rule or regulation adopted by the corporation'sBoard of Directors for the governance of the corporationand/or for the use of the corporation's property; or

3. That the member, any member of the member's family, orany guest of the member has repeatedly violated any rule orregulation adopted by the Board of Directors of the cor­poration for the governance of the corporation and/or for theuse of the corporation's property.

F. Any membership suspended for a failure to timely pay the

member's share of the cost and expenses of operating the cor-

poration shall be entitled to reinstatement upon the payment of

all delinquent assessments, together with interest at the rate of

nine (9%) percent per annum on al~ unpaid amounts, together with a

one time penalty equal to five (5%) percent of each unpaid

assessment.

G. Any member suspended on grounds other than non-payment

of assessments may be reinstated upon such terms and conditions as

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shall be deemed appropriate and just in the judgment of the Board

of Directors. In the event that a suspended member is dissa-

tisfied with the judgment of the Board with respect to reinstate-

ment, said member shall be entitled to propose alternate terms for

reinstatement at an annual meeting of the membership. The deter-

mination of the membership at such an annual meeting with respect

to the question of reinstatement shall be final.

H. The right to use the property of the corporation shall be

limited to members in good standing, and the immediate families

and occasional guests of members in good-standing.

I. -The membership shall enact By-Laws for the governance of

the affairs of the corporation and same may be amended as provided

therein.

ARTICLE IV - NON-STOCK------- -- -The corporation shall not have or issue stock and shall

operate as a non-profit corporation. There shall be no individual

liability on the members of the corporation except to pay dues,

assessments and charges as adopted by vote of the membership of

the corporation.

ARTICLE V - MEETINGS OF MEMBERSHIP

The annual meeting of the members of the corporation shall be

held on the day of---- _______ , in each year. In

the event no such meeting is held within ten (10) days of that

date, any five (5) members of the association may cal~ the annual

meeting by signing a written notice of said meeting and mailing a

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copy of said notice to the last known address of each known member

of the association at least ten (10) days before the date of the

meeting called thereby. Special meetings may be held or called as

set forth in the By-Laws or upon written petition of ten (10%)

percent of the membership of the corporation filled with the Board

of Directors of the corporation.- The Directors shall be elected

at the annual meeting of the corporation as set forth in the

By-Laws and the numbers of Directors and their term of office

shall be set forth -by the By-Laws of the corporation. The off i-

cers of the corporation shall be elected by the Board of Directors

annually immediately after the annual meeting of the members of

the corporation.

ARTICLE VI - BOARD OF DIRECTORS

The Board of Directors shall manage the business of the cor-

poration subject to the resolutions of the membership of the cor-

poration and as prescribed by the By-Laws of the corporation.

ARTICLE VII - BUDGET AND ASSESSMENTS-

A. Directors' Proposal. At least ten (10) days before the\

annual meeting of the corporation, the Board of Directors shall

mail to each member a proposed budget for the ensuing year. The

budget shall include an estimate of the total amount considered

necessary to pay the anticipated cost within the ensuing year for

the administration and operation of the corporation and for the

maintenance and operation of the corporation's real and personal

property and for the rendering to corporation members of all

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related services. The budget shall also include reasonable

amounts necessary to provide for working capital, general

operating reserve, and reserves for contingencies and replace-

ments.

B. Corporation Adoption. The proposed budget shall not,become final until submitted to the annual meeting of the cor-

pOTCIT.10n,at which the members may either adoptujJ.~._a..supresente....•,

or adopt it in some revised fashion.--...-- If for any reason the

members fail to adopt a budget at the annual meeting, the budget

for the ensuing year shall be deemed to be the same as th~ one

then in effect plus ten (10%) percent.

C. Annual Assessments. The total amount of the estimated

funds required from the assessments for the operation of the cor-

poration set forth in th~ adopted budget shall be divided by the

number of corporation members, and the resulting sum shall be

assessed against each corporation member.

D. Supplemental Asses~~ents. If during any fiscal year, the

Board of Directors determines that the actual assessments for that

year are less than the operating expenses actually incurred or

likely to be incurred, the Board may recommend a supplemental

assessment and convene a special meeting of the members for the

purpose of acting upon such recommendation. Such supplemental

assessment, if adopted, shall be payable in accordance with the

resolution authorizing the same.

E. Capital Assessments. In addition to annual assessments

~nd special assessments, the corporation may levy a special

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assessment for the purpose of defraying, in whole or in part, the

cost of any construction or reconstruction, addition, or unex-

pected repair or replacement of a capital improvement to the cor-

poration's real and personal property, provided that any such

assessment is duly adopted at an annual or special meeting of the

corporation-and provided further that at least two-thirds of the

votes of all of the members of the corporation approve such capi­

tal assessment. A capital assessment shall be payable in accor- ~

dance with the resolution authorizing the same.

F. Payment Liability. Each corporation member shall pay the

share of-the cost and expense of operating the corporation

assessed by the Board of Directors. No corporation member may

exempt him or herself from liability for this assessment by waiver

of the use or enjoyment of the corporation property or abandonment

of his or her dominant estate. No corporation member shall be

liable for the payment of any part of the corporation expenses

assessed against the members dominant estate subsequent to the

date of the recordation of a conveyance by him in fee of said

dominant estate. The treasurer of the corporation shall maintain,

or cause to be maintained, a record of the payment of all

assessments.

ARTICLE VIII - AMENDMENTS

Amendments to these Articles of Association shall be done in

the manner and with the vote required by the laws and statutes of

the State of Vermont.

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ARTICLE IX

The corporation shall have a fiscal year which shall begin on

the first day of

in each year.

__________ , and end on the day of

ARTICLE X .

--------,

The registered agent of the corporation shall be Richard T.

Cassidy, of 192 College Street, Burlington, Vermont 05402-0567,

and the registered office of the corporation shall be at that

address, unless and until the directors change the ,identity. of the

registered agent or the location of the registered office in

accordance with 11 V.S.A. §2356 •

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