The corporate name of this community organization is �Mt. Kemble Lake Association, Inc.� (Association).�� The Association is a New Jersey nonprofit corporation.� The Certificate of Incorporation of Mt. Kemble Lake Community Club was originally recorded in Book 138 182 of Corporations (NJ).� To reduce confusion with Mt. Kemble Lake Country Club, a Certificate of Amendment to change the name was filed April 18, 1995.

�[Below, Articles II and III� Some rewriting for clarity and flow.]

Article II.� Nature of the Community

Mt. Kemble Lake (MKL) is a unique residential community organized and operated to support the interests and concerns of its residents. Collective efforts of residents are the means by which the resources of the community are developed, maintained, enjoyed and conserved.� The Association is strongly committed to the principle of community action through individual participation in community affairs, operations and governance for the good of all who live at Mt. Kemble Lake.

It is the desire and intent of the Association to fully respect the privacy and inherent rights of the individual, including those of property ownership and participation in MKL community activities, without discrimination.� This respect of the rights of the individual, coupled with the opportunity for participation in community affairs, make Mt. Kemble Lake a most desirable place to live.

Article III.� Purpose of the Association

The purpose of the Association, through its elected officials, is to enhance the MKL community by development, use, regulation and conservation of all properties owned in common by the homeowners (except the dam and the water company which are operated and maintained by Lakeshore Company), via:

�� - Providing maintenance.

�� - Enhancing usage.

�� - Adopting, and enforcing diligently and equitably, rules and regulations for use and safety and �� establishing appropriate sanctions for non-compliance.

�� - Equipping the MKL Clubhouse and other community property to meet the priorities of the �� Members of the Association (Members).

�� - Establishing a commitment to lake stewardship via the promotion and protection of lake �� health and vitality.

The Association shall have responsibility to administer and govern community activities.� The following functions are inherent in this responsibility:

-� Identifying and conducting such activities as may be of interest to the Members.

-� Providing leadership on joint issues with other MKL community organizations to assure a �� coordinated approach toward the care and use of resources.

- �Establishing and maintaining communication channels to inform the Membership about �� Association and MKL community actions and activities.

[Below - In this draft �Article IV.� Organization of the Association� is a composite of all the elements of organization that are scattered around the 1995 By-laws.� � Section A � Structure� is new.]

Article IV.� Organization of the Association

Section A.� Structure

Respecting the volunteer nature of candidacy for office, the term of office for Trustees of the Association is only two years.� The Board of Trustees (Board) consists of nine (9) Members, four or five (4 or 5) of whom are elected each year.� Therefore, these By-Laws are highly structured in order to provide a framework and bridge for stable governance and continuous maintenance of MKL facilities and activities.

Section B.� Board of Trustees

�� Conduct of Business - The Board of the Association shall be responsible for the conduct of business of the Association in support of and consistent with the Nature of the Community (Article II) and the Purpose of the Association (Article III) as described in these By-Laws.

�� Adoption of rules and regulations - The Board shall adopt Rules and Regulations which govern the obligations and responsibilities of all Members, Inactive Members, residents and guests with respect to community property and community activities.

�� 1.� Board of Trustees - The Board shall consist of nine (9) elected Members as Trustees and two (2) non-voting ex-officio Members (the Presidents of Lakeshore Company and the MKL Country Club).� Elected Trustees shall serve for a term of two (2) years.� Ex-officio Members may attend any regular meeting of the Board.

[Below- Substance change:� Time period for nominating committee work is increased from one month to two since many people are taking extended vacations these days.� Member notification of the slate has been moved from the Nominating committee to the Secretary because that�s who has been doing it for at least the past 10 years]

� �2.� Nominating Committee � Two months prior to the annual meeting, the Board shall appoint a nominating committee of five Association Members (none currently on the Board) who shall meet within ten (10) days and nominate six (6) or more candidates to fill the four (4) or five (5) vacancies that will exist at the end of the fiscal year.� The nominating committee shall report the slate of candidates to the Secretary of the Board. .

�[Below � Substance change: The number of days for notification are increased from 10 to 15 due to the changes in Article X � Section A which make the meeting date and time a bit more flexible. This increase in number of notification days will provide the Secretary with enough time to prepare the materials.� Another consideration is that the single date and time permitted in the current By-Laws allowed Members to put the date on their calendar far in advance of the meeting.� That possibility for Members would be lost if the Board is given too much flexibility to choose alternate dates and times.� Increasing the options to two dates on the same weekend retains the ability for Members to note the weekend of the annual Meeting and a little more advance notification may assure more attendance at the meeting while giving the Board a bit more flexibility.]

�� 3.� Election of Trustees

�� Trustees shall be elected by Members present or by proxy at the Annual Meeting of the Association.

�� At least fifteen (15) days prior to the Annual Meeting, the Secretary of the Association shall provide to the membership notice in writing, by mail or direct delivery, of the Annual Meeting including date, time, location, slate of candidates for election �and agenda.

�� To be valid:

�� A.� Each ballot must vote the exact number of Trustee positions to be filled.

�� B. �Each absentee ballot must be submitted attached to a Member-signed proxy.

[Above: �B� is new and is required by Robert�s Rules]

�� 4.� Vacancies - Should an elected Trustee die, resign or otherwise become unable to fulfill their duties before their two-year term expires, the President with the approval of the remaining Board members may appoint a replacement from the Membership.� At the next annual meeting, a successor must be elected to serve for the unexpired term.

[Below:� The Officers section is now included under Organization of the Association.� Non-officer sections such as Disbursements and Adoption of Rules and Regulations have been moved to more appropriate sections.� In comparison to the 1995 By-Laws Officers section, there are below some seeming additions to the officers� responsibilities which were actually in the 1995 by-laws in other sections.]

Section C. Officers

Officers of the Association - The Officers of the Association shall be President, Treasurer and Secretary, each of whom shall be a Member in good standing (Article V) who has been elected to the Board of Trustees.� Officers shall be elected by the Board at its first meeting following the Annual Meeting.� The tenure of Officers shall be for one year or until their successors are elected and shall qualify.

1. �President -� The President shall:

� Conduct the election of the Operations Committees Chairpersons at the first Board meeting following the Annual Meeting and with the consent of the Board, shall appoint Select and Pro Tem Committees as shall be deemed necessary.

� Preside at all meetings of the Association and the Board and enforce all laws and regulations of the Association.

� With one other Officer, sign all written contracts and written obligations of the Association.

� President Pro Tem - In the absence or incapacity of the President, the Treasurer shall perform his/her duties.� In the absence of both President and Treasurer, the Board may elect by majority vote a President Pro Tem from the Board.

2.� Treasurer - The Treasurer shall perform the duties prescribed by Article VII and make financial reports as directed by the Board.

[Below - At present, by verbal agreement among all three MKL organizations, the Association holds the responsibility of insurance liaison and monitoring for all 3.� The current Board decided to add it to the Secretary�s responsibilities and to formalize it herein.� Also the current board feels that it will be important to have someone designated as responsible for the new Record Room in the basement of the clubhouse.]

3. �Secretary � The Secretary shall:

� Keep the minutes and official reports of the Association including a record of all motions or resolutions adopted, shall maintain the archives of same and shall perform such other duties as the Board may assign.

� Prepare and distribute all Association Annual and Special Meeting notices including, but not limited to: purpose, time, date and location, proxy forms, slates of candidates for election, and agenda in accordance with these By-laws.

� Collect and record all submitted proxies, shall hold roll call and shall announce the quorum status for all Annual and Special Meetings.

� Act as liaison between the Association, Lakeshore Company and Country Club and the agent and insurance companies who provide MKL community�s insurance or shall designate another Member (reporting to the Secretary) to do so.

�� Be responsible for the Record Room in the Clubhouse or shall designate another Member (reporting to the Secretary) to do so.

[The sections below:� The 1995 By-Laws, Article IV � Section 2, grouped unlike committees together. This version of the By-laws uses three new terms to separate committees by type:� 1. Operations Committees are ongoing committees chaired by Board members, 2. Select Committees are ongoing committees chaired by non-Board members and 3. Committees Pro Tem are time-limited committees.

�The responsibilities and composition of the Operations Committees are herein rewritten to reduce redundancy, to update and to clarify.� Most of this section is only a restructuring of existing by-laws.� The substance changes or additions are in italics.]

Section D.� Committees

� All committees with respect to their operations, expenditures and policies shall be responsible to the Board.

� All committees shall report on their activities at the Annual Meeting of the Association.

� All Select and Pro Tem Committees shall provide reports to be presented at each Board meeting.

1.� Operations Committees (OC)��

�� OC Chairpersons shall be selected by vote of the Board and must be members of the Board.

�� OC members shall serve for a minimum of two years.

�� The Operations Committees shall be responsible for herein defined maintenance and supervision of MKL community property and activities designated in these By-Laws to be the responsibility of the Association.� Changes to community property that is owned by Lakeshore Company shall receive prior approval by the Lakeshore Board. OC responsibilities shall also include conducting community activities and providing channels of community communication.

�� OC Chairs shall maintain and periodically update a job description to at least include:� responsibilities; a maintenance and task calendar; a sample budget outline; a list of owned equipment (location of equipment and manuals, upkeep schedule); a list of vendors with name, address, phone, types and schedules of services.

�� All Operations Committees, except the Clubhouse Committee, shall consist of a Board Member as Chairperson and at least two additional Association Members.� The Clubhouse Committee composition is specified under �Section f. Clubhouse� below.

a.� Beaches and Docks Committee - shall have responsibility for lake stewardship via:

�� Studying, testing, treating the waters and maintaining appropriate plant life and aquatic species in Mt. Kemble Lake to optimize the health of the lake.

�� Maintaining the docks, beaches, floats and other lake related community property.

� Lowering the lake periodically (authorized by the Board and coordinated with the ��

�� Lakeshore Company) to enable work on docks, etc.

�� Arranging and overseeing dredging activities of the 3 bodies of water that make up the lake as approved by the Board.

� �� Contracting for and supervising services related to these responsibilities.

�� b.� Grounds Committee - shall have responsibility for:

�� Developing and maintaining community property, such as but not limited to: �the tennis court, playgrounds, gardens, trees and grass areas as well as the clubhouse grounds.

�� Maintaining all community signs and signposts except road signs.

�� Maintaining sight clearances on community property at road intersections.

�� Contracting for and supervising services related to these responsibilities.

�� c. Roads Committee - shall have responsibility for the maintenance and repair of all �� community roads and access to the Clubhouse to include:

�� Snow plowing; road sanding; snow removal from Clubhouse entries and exits; leaf clearing of roadways; cleaning and clearing of road drains, culverts and ditches.

�� Maintaining fire lanes.

�� Repairing and periodically resealing roads.

�� Closing roads every 5 years to protect private property status.

��� Installing and maintaining road signage.�

�� Creating road patrols for summer and special events.

�� Contracting for and supervising services related to these responsibilities.

�� d. Community Affairs Committee - shall have responsibility for:

� �� Providing orientation to the MKL community for new residents, including:

�� Scheduling and conducting orientation meetings and inviting new residents to same within the first six months of residency at MKL.� Representatives of the 3 MKL Boards shall also be invited to explain their responsibilities.

�� Distributing the most current By-Laws of each MKL organization and the most current Rules & Regulations of the Association.

� Explaining the structure and operation of community organizations and activities, e.g. clean-ups, social events.

�� Providing and maintaining communications links to and from the Board and the �� MKL community including:

�� Publishing and distributing a community newsletter and flyers for special �� purpose notifications.

�� Publishing and distributing communication lists, e.g., phone numbers, �� emergency calling.

�� Operating and maintaining a website or other forms of communication �� as desired by the community or the Board.

�� Making these communications resources available to��

�� Lakeshore Company and Country Club.

��

�� [Below � note new name�less redundant with �Clubhouse�]

�� e. Building Maintenance Committee - shall have responsibility for:

�� �� The Clubhouse owned by the Association.

�� �� 1. Maintaining the exterior and interior structure and physical plant �� including all permanent structures, appliances, systems and utilities.

�� 2. Contracting for and supervising services related to these responsibilities.

�� f. Clubhouse Committee - The Clubhouse Committee shall consist of an Association Board �� member as Chairperson, a member of the Country Club Board and four additional �� Association Members (the latter to be appointed by the committee Chair).

�� No more than two Members shall be rotated from the committee in any one year �� except in the event of resignations.

�� The committee shall have responsibility for:

�� 1. Maintaining the d�cor, furnishings, food service and party equipment of the Clubhouse.� It shall solicit suggestions from the Membership regarding these responsibilities.

�� 2. Ensuring the cleanliness of the facilities after they have been used as well as stocking regular supplies to support social and other special events.

�� 3. Making specific recommendations to the Board regarding significant changes to the decor of the exterior and/or interior of the building, including furniture and fixtures.

�� Funding:� All monies donated to the Association by Country Club shall be reserved for the sole use of this committee, unless otherwise specified by Country Club.� These reserved monies along with any other funds specifically designated for the purposes of this committee are to be expended by the Clubhouse Committee, with the approval of the Board, exclusively to enhance the equipping and use of the Clubhouse.� The Clubhouse Committee will be responsible for the implementation of approved recommendations.� In the event of a substantial emergency affecting the entire community, the Board by majority vote, may elect to use these reserved funds in support of that emergency.

2.� Select Committees

�� Select Committees may be appointed by the Board and shall report to the Board �� or to any Board-designated Operations Committee.

�� Appointment to Select Committees shall be for a term of one (1) year with service not to �� exceed four (4) consecutive years.

�� Select Committees shall have a specific purpose designated and described in a written �� charge by the Board and shall be ongoing unless terminated by a two-thirds vote of the �� Board.

�� Select Committees shall include, but not be limited to, the following:

[Below- Substance changes: �a.� Community Input Committee is the former Planning Committee.� The description has been rewritten to reflect the function that is most useful to the Board and

� b. The Environmental Stewardship is an educational committee that was formed in early 2005.� Including it as a Select Committee would make the committee ongoing and would signify that we value the preservation and protection of our considerable natural resources.]

��

�� a.� Community Input Committee� ��

�� The Community Input Committee shall consist of one Association Board member, one representative each from Lakeshore Company and Country Club, and at least four additional Association Members.

�� This committee shall systematically solicit input from the MKL community regarding perceived future community needs.��

�� This committee shall report to the Board via the Association Board member serving on the committee.

�� b.� Environmental Stewardship Committee (ESC)�

�� �The Environmental Stewardship Committee shall consist of seven Members of �� the Association.

�� This committee shall research good environmental stewardship practices and make their findings available to the Association Membership via brochures, presentations, participatory events, etc.

�� This committee shall report to the President of the Board and shall coordinate their �� activities with the Grounds and Beaches & Docks Committees.

3.� Committees Pro Tem

�� �� Committees Pro Tem may be appointed by the Board or by any Officer or by any �� Operations Committee.

�� �� Committees Pro Tem shall have a specific purpose designated and described in a �� written charge by the Board and shall exist only until completion/satisfaction of �� that purpose.

�� �� Committees Pro Tem may be terminated by the Board or by the originating party at �� any time.

[Substance change below to permit a broader range of 2^nd Membership options (when the home has a sole owner) other than �spouse�]

Article V.� Membership

Section A.� Membership � Owners of real property located within the Mt. Kemble Lake community who are also owners of stock in the Lakeshore Company are automatically Members of the Association. Membership is limited to two Members per property.� If there is a sole owner, an additional resident aged 21 or above may be designated in writing to the Board by the owner as a Member. Any Member who places real property in trust retains voting rights for that property.� Owners of undeveloped property are Inactive Members.

[Below � �Privileges� contains both some substance changes and some rewriting for clarity.� The term �to delegate those privileges to others� has been deleted from the first paragraph as the topic is covered in Section B.2.� The same section adds the provision of �temporary� loaning of badges and defines more clearly the recipients.]

Section B.� Privileges - Members and Inactive Members �in good standing� (not suspended), shall be entitled to use all of the community facilities, except as otherwise specified in

Article XII � Rental or Group Use of Community Facilities:

1.�� On an annual basis the Board shall issue badges which permit use of the community facilities to Members in good standing and whose dues payments are current.� The Board shall establish a uniform number of badges to be issued per property.� Badges must be worn or carried by all persons when using community recreational facilities and must be displayed upon request.

2.�� Members may, temporarily, provide badges to non-resident family members and close friends to permit them to use the community facilities.� The badge-providing Member shall be responsible at all times for the safety, conduct and activities of those persons.�

3.�� All persons shall abide by all applicable Rules and Regulations when using community facilities.

4.�� Inactive Members may be granted privileges to use community facilities as deemed appropriate by the Board.

5.�� In cases of financial hardship, the Board may, at its discretion, grant full Member rights to a resident owner of real property whose dues are not current.

Section C.� Voting Rights - Members in good standing for each real property shall have the right to attend and vote at meetings of the Association and to hold office on the Board of the Association.

[Below- The 1995 By-Laws in Article V � Membership deals separately with �voting rights� and �privileges�.� Section 4 refers to termination of �rights and privileges� but does not specify �voting�.� We believe it was meant to so have added �Rights� to the title, �voting� in front of the word �rights�, and �the right to hold office on the Board� in the body.� After all, it wouldn�t make sense for voting rights or the right to be on the Board to continue after sale of the property.]

Section D.� Termination of Privileges and Rights - The voting rights, the right to hold office on the Board and the privileges of a Member or Inactive Member terminate upon the sale or transfer of title to the real property. �The Member status and attendant rights and privileges of a non-owning resident Member may be terminated at any time by the Member/owner upon written notification to the Board or when the non-owner moves out of the residence.

[The above substance addition is a followup to giving a sole owner, in the Membership section, the right to designate a 2^nd adult in the household as a Member]

[Below � In the 1995 By-Laws the two Articles dealing with Membership and Suspension of membership are separated by Article VI - Dues and Assessment;� therefore, herein Article VI � Suspension of Membership has been moved to follow Article V � Membership and has some revision of writing for easier reading.]

Article VI. �Suspension of Membership

Section A.� Procedure - The Board, by a two-thirds vote, may suspend from membership any Member or Inactive Member for violation of the Association Rules and Regulations, for delinquent dues/assessments or for other misconduct detrimental to the welfare of the community.� Proceedings for such suspension shall be as follows:

1.�� Following submission of a written complaint by any Member to the Board, or upon the Board's own motion, the Board shall give written notice of the complaint or motion, including a copy thereof, to the Member or Inactive Member in question and shall give that person at least ten (10) days notice to appear before the Board to respond to the charges.

2.�� Any decision by the Board to suspend Membership shall be submitted in writing to the Member or Inactive member in question.

3.�� The Board (with a two thirds vote) may reinstate Membership at any time at its discretion following correction of the charges; however, the suspended person may at any time request the Board to call a Special Meeting of the Association for the purpose of hearing a request for reinstatement of Membership.� A decision to reinstate shall require a two-thirds vote of the Members present in person or by proxy.

�[Below - �Voting Rights� is added to the Section title because Article V � Section 3 in the 1995 By-Laws specifies that a Member �in good standing� has voting rights and Section 2 just above it, defines �in good standing� as �not suspended�.

Section B.� Suspension of Privileges and Voting Rights - All privileges and voting rights of Membership shall be terminated during any period of suspension of Membership.

[Below � Substance addition: �to comply with the Rules and Regulations�� is added.� It just seemed logical.]

Section C.� Obligations When Suspended� Suspended Members or Inactive Members remain obligated to pay all dues and assessments and to comply with the Rules and Regulations of the Association.

Article VII.� Dues and Assessments

Section A.� Levying - Dues and assessments shall be levied upon the owners of real property in order to maintain and enhance the MKL community-owned property and to further the purposes of the Association.

Section B.� Adoption of Dues and Assessments - Annual dues in effect on the date of adoption of these By-Laws shall remain in effect from year to year until such time as the amount of annual dues is changed by a vote of two-thirds of the Members present in person or by proxy at an Annual Meeting or Special Meeting of the Association.� One-time assessments must be approved by the same voting procedures.

Section C.� Payment Structure and Computation - Dues and assessments shall be computed on the lots of real property within the Mt. Kemble Lake community, as designated on the current tax maps of Harding Township, according to the following:

1.�� Payment of the full amount of dues and assessments is the responsibility of the owner of real property and must be paid for each lot, subject to the exceptions in subsections 2, 3 and 4 below.

�[Below � Substance change: Usage of a lot implies usage of MKL roads for access and possible usage of other community facilities and the owner should be required to contribute to maintenance of same.� On the other hand, an undeveloped lot in its natural state provides additional �green space� to the community and does not impinge on other facilities.]

2.�� Owners of undeveloped lots, i.e., lots without a residence, shall pay no dues for an undeveloped lot provided that the lot remains in a natural, unused state.� Owners of lots having no residence on them but which show evidence of use including, but not limited to, camping, picnicking, beaching of boats or parking of vehicles� shall pay fifty-percent (50%) of the amount of dues and assessments for that lot.

3.�� No dues or assessments shall be paid on any lots which are owned by the Lakeshore Company.

4.�� Any Member receiving a deduction on Harding Township real estate taxes because of age, income or disability, on making a written request to the Treasurer, will be granted a deduction on the Association�s dues and/or assessments in an amount to be established periodically by the Board.

[Below � substance change: Since the Annual Meeting can be as late as March 14^th, it is necessary to have the leeway to make an adjustment in the due date in years when a dues increase is approved.]

Section D.� Notice of Dues or Assessment Collection- Notice of dues shall be distributed by the Treasurer, at least 30 days in advance of the due date. Dues shall be paid by April 1 and October 1 of each year (in proportions to be determined by the Board).� Any year in which a dues increase is pending approval at an Annual Meeting (held on the second Friday or Saturday in March), the April due date shall be extended to allow for 30-days dues notification following that meeting.� Assessments shall be paid by such date as shall be specified when the assessment is approved at an Annual or Special Meeting of the Association.

Section E.� Collection of Dues or Assessments - The Board shall take such steps as are necessary for the collection of all dues and assessments.� Dues and assessments shall be paid to the Treasurer, who shall maintain records of the receipt and use of all such funds.� Any Member shall be entitled to review those records on reasonable notice to the Treasurer.�

[Below -� These substance additions have been made because the Board has been handicapped in the past by not having clear procedures in cases of delinquency.]

Article VIII.� Member Delinquency of Financial Obligations

Dues and assessments are delinquent if not paid by the dates set forth in Section D above.� Delinquent dues shall be subject to an interest charge equivalent to the maximum permitted by law but not to exceed 18%, which will accrue on the unpaid amount from the original due date.� The Board may waive such interest at its discretion in a hardship case, upon request from the Member in question.

Delinquency of dues or assessments exceeding three (3) months shall be cause for the Board to begin suspension of Membership proceedings (Article VI).� The Board shall use its discretion in hardship situations (Article V- Section B.5).

When dues or other financial obligations to the Association are delinquent, the Board may take all necessary action to collect all that is owed including, but not limited to, perfecting a lien against the subject property and in the case of a pending property sale: 1. �giving notice to Realtors and prospective purchasers and their agents and/or 2. requiring the purchaser to meet the obligation before or at the closing.

Article IX.� Use of Monies

Section A.� Purposes of Expenditures - All funds collected or received shall be used only to further the purposes of the Association for the benefit of its Members consistent with these By-Laws.� No Board member shall receive any salary or remuneration for service as a Board member.

[Below � Substance changes: Section B.2 below �Extraordinary Expenditures� is a rewriting of Article IX. Section 2 in the1995 By-Laws which refers to �capital improvement project expenses�.� However, �capital improvement� was never clearly defined.� The 1995 Board, when writing this section, struggled with the wording.� Subsequent Boards have been confused about what was meant.� When this was put into the By-Laws in 1995, the intent was not to strangle the Board�s ability to get normal maintenance done, even if expensive such as reroofing the clubhouse, but was meant to restrain the Board�s ability to spend a large sum on some pet project (extra-ordinary) without the approval of the Membership.� We�ve reworded it to keep the original intent but not hinder the Board�s maintenance function.� The sum for extraordinary expenses has been increased from $5,000 to $10,000 to compensate for inflation.]

Section B.� Expenditures

�� 1.� Ordinary Expenditures � The Board shall prepare and be guided by an Annual `�� Budget to be presented to the Membership at the Annual Meeting.�� .

�� 2.� Extraordinary Expenditures � Unbudgeted project expenses in aggregate exceeding �� $10,000 shall be approved by a majority vote of the Membership.

�� 3.� Emergency Expenditures shall be made at the discretion of the Board.

[Below -�Disbursements� �is changed in �substance�: 1. to refer to the set-up of the account and not just to the signing of checks, 2. to add the dollar level for checks to require two signatures and 3. to enable other officers to do business when the Treasurer is away] �

Section C.� Disbursements � All disbursements shall be made by checks of the Association.� All Association checking accounts shall be set up requiring the signatures of any two officers of the Association for checks above $1,000, all three officers� signatures being on file at the bank.� Checks of up to and including $1,000 may be written by any of the three officers.

[Substance changes below:� The day �Friday� is added to the first sentence and the time is deleted to increase scheduling flexibility.� Although a suggestion was made to leave it open to any date in March, too wide a range of date flexibility will make the complicated preparations of the Secretary even much more difficult.� The Secretary is responsible for meeting announcements and must prepare and send absentee notices and ballots.� The Secretary must obtain an up-to-date list of homeowners from Lakeshore, then verify that the other person in a new household is a �spouse� in order to create a roll call list.� The job also requires checking that the list of absentee addresses is up-to-date.� And it sometimes takes several weeks for people to respond to requests for information.� A wide range of date flexibility would also impinge on the timing of the Nominating Committee work as well the time needed by the Treasurer to prepare financials and budgets for the meeting, etc.]

Article X.� Meetings

Section A. � Annual Meeting of the Membership

The Annual Meeting of the Association shall be held each year on the second Saturday in March or the immediately preceding Friday. The Board may elect to hold the Annual Meeting on an alternate date in March provided that all Members are notified in writing 30 days in advance of the regular meeting date.� The meeting may be adjourned by a majority of those present.� Only Members in good standing shall be present unless invited by the Board or the President.� Only a Member in good standing may hold or exercise a proxy.

�� 1.� Quorum - If no quorum be present at the Annual Meeting, the presiding officer shall �� adjourn such meeting for one week, and from week to week until a quorum be �� present.� A quorum shall consist of a majority or more of the Active membership �� or signed proxies duly submitted.� A quorum must be present to conduct business �� of the Association.

[We feel that including adding � presentation of the budget� to the agenda of the Annual Meeting is both courteous and respectful.� As well as compliant with NJ law in terms of adequate disclosure to Members of finances.� The 1995 By-laws do not include it as an agenda item although it has been the practice here for many years.� A vote on the budget has never been required by the By-laws, only a vote on dues increases, because the budget is a guideline and not a directive.� Life is complicated and somewhat� unpredictable and, therefore the Board needs flexibility in its discretionary decisions in order to operate effectively.]

�� 2.� Order of Business- At such meeting the order of business shall be:

�� a. Minutes of previous Annual Meeting.

�� b. Reports of Officers and Committee Chairs.

�� c. Presentation of the Annual Budget.

�� d. Annual election of Trustees and announcement of results.

�� e. New Business.

Section B. � Special Meetings of the Membership - A Special Meeting of the Membership may be called by the Board or on request of the President or whenever Members (in good standing) of the Association shall make written request to the President of the Board for same, specifying the object of the meeting.� The Board shall respond to a Member request within seven (7) days.� Such meeting shall be held on a date agreed by the Board but with not less than fifteen (15) days notice to the Membership.� No person not a Member shall be present at such meeting unless invited by the Board.

�Section C. � Notice of Annual or Special Meetings - Unless otherwise provided herein, fifteen (15) days notice, in writing, shall be given of all Annual or Special meetings by mail or direct delivery.

�� Section D. � Meetings of the Board of Trustees

The Board shall hold a minimum of ten meetings each year at dates, times and locations at their discretion.� A quorum of the Board is required to conduct business.

�� Section E. � Location of Meetings

�� 1.� Annual and Special Meetings of the Membership shall be held at the Clubhouse.� In �� the rare instance that the Clubhouse shall be deemed unfit or unsafe for such �� meeting, the Board may select another suitable location

�� 2.� Board and other committee meetings may be held at locations of their choice.

�

Section F. � Conduct of Meetings � All meetings of the Association shall be conducted according to Roberts Rules of Order.

[Below - �Article XI �Association Property� is new.� The 1995 By-Laws do not clearly identify Association property.� You will see in this draft�s Article XII, which deals with use and rentals, that the title is changed to refer to �community facilities.�� This term includes both the Association�s property and Lakeshore property that is managed by the Association.� Expanding the term allows for the possibility of renting, or permitting use of by a group, the tennis courts or the beach as well as the clubhouse�of course, with Lakeshore�s approval.]

Article XI. �Association Property:

�� �� �The MKL Clubhouse and the lot on which it sits.

�� �� Miscellaneous, but not limited to:� Clubhouse appliances, furnishings and various �� tools, maintenance equipment and recreational equipment.

Section A.� Clubhouse Ownership - The Clubhouse and its lot shall be held in the name of the Association.� Any conveyance of this property shall be in the name of the Association by the President and attested by the Secretary or in the absence of these officers by those delegated to perform their duties as hereinbefore provided.� No conveyance of this property of the Association shall be made except upon resolution passed by at least a two-thirds vote of all the Active Members of the Association.

Section B.�� Furnishings and Community Equipment � The purchase, maintenance and use of Clubhouse furnishings and equipment as well as miscellaneous maintenance and recreational equipment shall be at the discretion of the Board. [Added for clarity]

[Below substance changes: The section below is entirely rewritten.� It is consistent with the principles delineated in the Purpose of the Association and the Nature of the Community.� It is also consistent with the principles that guided the previous writing of this section:� fiscal responsibility to all Members, protection of the assets, and risk management to name a few.� Please read it very carefully for both structure and substance.]

Article XII. �Rental or Group Use of Community Facilities

�� Community facilities include Association property and Lakeshore property that is managed by the Association.

�Section A.� Group or Individual Application for Use or Rental

�� Members wishing to use or rent the Mt. Kemble Lake community facilities must submit an application and obtain prior approval of the Board.

�� The nature and purpose of a group must be consistent with the Association�s social, recreational and educational objectives as cited in these By-Laws. �Group� refers to any non-family set of individuals meeting for a common reason (aerobics, art classes, etc.).

�� Board approval of any use or rental shall not be taken as Board or Membership endorsement of ideologies held by, or causes promoted by, the renter or participants in the rental.

�� User fees; safety and/or promotion restrictions; and contractual requirements for usage including, but not limited to, insurance, maintenance and cleaning shall be at the discretion of the Board.

�� Group application for use of the facilities must be made by an Association Member who is also a member of the group applying and who will take responsibility for the usage.� In the case of a group of minors, the applicant must be a parent who is an Association Member and who will be in attendance at all sessions and who will supervise the use, care and cleanup of the facility.

�� Individual application for private, family use of the facilities must be made by an Association Member who will supervise setup and cleanup as well as be in attendance at the event.

�� Before approving an application for use of the Mt. Kemble Lake community facilities, the Board shall give first priority to events of the Association, the Country Club and the Lakeshore Company: second priority to events honoring or in celebration of a present Member/s; third priority to events honoring or celebrating a past Member/s or other residents or non-resident family members of Association Members.� Final priority shall be given to groups

[The below was treated in The 1995 By-laws in both Article XIV, Section 3.D. as well as in Article XIV, Section 5 making it difficult to find and understand as well being repetitive]

Section B.� Appeal of Application Approval or Denial ��

1.� Appeal of Initial Board Approval or Denial � Any Member may request a meeting with the Board to discuss the reasons for approval or denial of a group or individual application to use community facilities and to request reconsideration of that decision.

2.� Appeal of Final Board Approval or Denial � The final approval or denial by the Board of an application for use of MKL community facilities may be appealed by a Member to the Membership in the following steps:

a. Appeals of approval or denial shall be made in writing to the Board no later than ten � (10) days following Board approval or final denial.

b. The Board shall, within ten (10) days of receipt of such notice, set a time and place for �� a Special Meeting of the Association.

c.� The Member appealing shall, at least ten (10) days prior to the Special Meeting, �� provide written notice to each Member including a copy of the application �� and a �� copy of any written decision by the Board along with the date, time and location �� of the Special Meeting of the Association.

d. The Membership at a Special Meeting at which there is a quorum present in person � or by proxy, may upon a majority vote of those present and by proxy, and �� in its �� sole discretion, uphold, reverse or modify such decision of the Board as it deems �� appropriate and consistent with these By-Laws.

[No change below other than Article number, title and small �c� on the word corporation]

Article XIII.� Corporate Seal

�The seal of the corporation shall be circular in form and shall contain the name of the corporation with the figure "1927" and words "Incorporated, New Jersey".

[Below - substance changes: Material is rewritten for clarification and specification of timing and clarification of responsibilities.� The Board needs extra time so that the� proposal of By-laws amendment(s)� may be added to the agenda in the meeting notice which must be distributed 15 days before the meeting.� Also see addition of last 4 words.� The requirement to post the amendment proposal� in the clubhouse has been eliminated because the clubhouse is not open daily.]

Article XIV.� Amendments

Proposed amendments to the By-Laws shall be submitted in writing to the Board at least twenty (20) days before the Annual Meeting or Special Meeting at which they shall be voted.� The Secretary shall add �Proposal of By-laws Amendment(s)� to the meeting agenda in the meeting notice.� The proposed amendments shall be distributed, by the proposer(s), in writing to all Members at least fifteen (15) days before said Annual Meeting or Special Meeting.� Amendments of the By-Laws shall be made by a two-thirds vote of Members present and represented by proxy.

Article XV.� Indemnification of Officers �

The Association shall indemnify every officer and trustee to the full extent permitted by Section 15A:3-4 of the New Jersey Nonprofit Corporation Act and to the full extent otherwise provided by law.� Neither the amendment nor repeal of this provision shall eliminate or reduce the protection afforded by this provision to an officer or trustee in respect to any matter which occurred, arose or accrued prior to such amendment or repeal.

In furtherance of the provisions of this Article of the By-Laws, the Board shall cause the Association to maintain liability insurance when reasonably available, indemnifying the trustees and officers of the Association against liability for errors and omissions occurring in connection with the performance of their duties, with policy limits and deductible amounts to be determined at the reasonable discretion of the Board.� Deductible amounts shall be paid by the Association.

�Section A.� Group or Individual Application for Use or Rental

Section B.� Appeal of Application Approval or Denial �������

Article XV.� Indemnification of Officers �

Section B.� Appeal of Application Approval or Denial ��