BY-LAWS OF GREEN ACRES RECREATION ASSOCIATION, INC. Amended August, 2003 I. NAME The name of this Corporation shall be GREEN ACRES RECREATION ASSOCIATION, INC. II. PURPOSES The purpose of this corporation shall be to promote, establish and conduct recreational facilities for the use and benefit of all residents of the community known as GREEN ACRES and nearby suburban areas: the first object shall be to establish and maintain swimming pool facilities for those residents of the community who, by contributions, will aid in the payment of the costs of establishing such facilities. All facilities shall be open to any resident of the community without regard to race, creed, or color and the only qualification for membership shall be residence in the community and willingness to contribute financial1y to the cost of construction and creation of the facility or facilities and to the annual costs of maintenance thereof. The objective of the creation of recreational facilities shall be to foster and promote the health, education, and well being of the youth, primarily, and adult members of the community. The association recognizes the desirability of making adequate facilities available for all residents, present and future, of the community within the financial ability of the members of the community to defray the expenses thereof. III. GOVERNMENT (a) The Corporation shall be managed by a Board of fifteen (15) directors who shall serve without compensation, five of which shall be elected each year by the active members, and they shall hold office for the term of three (3) years or until their successors are duly elected and qualified. Board members shall be active members of the Corporation. (b) The members of the Corporation shall meet annually on the last Tuesday in August for the purpose of electing five members to the Board of Directors for three (3) year terms. Those terms are to begin on the November 1 following that election. At any annual meeting any new business is open to discussion by the membership. . (c) Special meetings of members shall be called from time to time upon the written application of twenty per centum (20%) of the active members of the corporation and/or may be called by majority of the Board of Directors at any time: in either case notice of such special meeting and the business proposed to be transacted thereat shall be sent to each association member, by the Secretary, at least ten (10) days in advance of the meeting date.

(d) Any member of the Board who shall cease to be an active member of the Corporation shall automatically cease to be a member of the Board of Directors. (e) A quorum of members at any annual or special meeting shall in no event be less than fifteen (15) active voting members to constitute a quorum. (f) Notice of the annual meeting shall include the election ballot listing the names of all candidates for the Board. Said notice shall be sent to association members at least ten (10) days in advance of the annual meeting. Election of directors shall be by signed ballot presented at the annual meeting and shall be by a plurality of votes cast. (Cumulative voting is prohibited). Attendance at the meeting is not required for the ballot to be counted. (g) The entire full membership of the Corporation shall vote only on matters affecting the entire body of the corporation. Decision for full membership; vote shall rest with the current Board of Directors. IV. BOARD OF DIRECTORS The Board of Directors shall have the general control and management of the business of the Corporation, and consistent with the By-Laws, shall have the following powers and authorities: (a) Transact all Corporate business, administer the funds contributed to it for construction and maintenance of recreational projects and facilities; employ agents and servants to conduct its activities and provide for the safety of its members; and to make all rules and regulations for the use of Corporate facilities and property. (b) To purchase and lease facilities and to cause improvements thereof to be constructed or erected. (c) To select the officers of the Corporation by majority vote. (d) To open and maintain depository accounts for the safekeeping of Corporate funds and to designate the officers or members of the Board who shall sign all checks, drafts and orders for the payment of funds from such accounts. (e) To meet at such times and from time to time as it shall, by resolution, determine, or upon the call of the President and/or the Secretary. Board of Director meetings shall be open to full membership; members of the Board of Directors only, shall have the right to vote. Information regarding Board of Director meetings shall be posted conspicuously at GREEN ACRES ASSOCIATION swimming pool. (f) To cause the books of the Corporation to be audited annually by a committee to be appointed by the President and the results of such audit shall at all times be available for inspection by the members of the Corporation. (g) To appoint, and/or abolish, from time to time, from among its

number or from the general membership, committees, standing or special, to carry out the duties prescribed for each such committee. (h) A quorum of the Board shall consist of eight (8) of its members. (i) Vacancies in the Board caused by death, resignation, or release of membership status, or for cause as specified in subparagraph (j) below shall be filled by a majority vote of the remaining directors. (j) Any member of the Board of Directors may be removed for cause from the Board and/or from such office as he may hold by a two-thirds (2/3) vote of the entire Board or by a majority vote of the active membership of the Corporation. V. OFFICERS (a) The officers of the Corporation shall consist of a President, vice-President (President-Elect), Secretary, Treasurer, and Assistant Treasurer, who shall be elected by the Board at its organization meeting each year. Such officers shall hold office for annual terms or until their successors are duly elected and qualified. (b) The President shall preside at all meetings of the Board and membership, and shall be the administrative officer of the corporation, duly carrying out and performing all resolutions and instructions of the Board.. He/she shall appoint, subject to confirmation by the Board, all committees and the chairman thereof. (c) The Vice-President shall act in the absence of the President or at the latter's request in performance of the functions of the President. Vice-President shall be President-Elect for next term of office. (d) The Secretary shall send out notices of meetings of the membership and shall notify directors verbally or in writing of Board meetings. He/she shall keep the minutes of all meetings and attend to correspondence of the Corporation as requested by the President or the Board. (e) The Treasurer and/or the Assistant Treasurer shall receive all funds and contributions made to the Corporation, account therefore, and disburse the funds of the corporation as authorized by the Board of Directors, keeping records of all transactions in form and manner satisfactory to the auditors appointed by the Board. The Treasurer shall submit to Board members a summarized financial statement of the financial affairs of the corporation at least ten (10) days before the annual meeting. The Board of Directors shall require the Treasurer and Assistant Treasurer to be bonded. (f) All checks drawn on the Corporation’s account shall be signed by any two of the following three (3) officers of the Corporation: Treasurer, Assistant Treasurer, or President. VI. MEMBERS Membership in the Corporation shall consist of five (5) classes:

(a) Active member: Shall be defined as the adult male or female heads of households in GREEN ACRES or nearby communities who shall have purchased a bond, and made required annual contributions to defray the cost of operation and maintenance of such facility. Any resident in the community shall, by virtue of such fact be qualified to become an active member of the Corporation. An active member vote means and includes one (1) vote per household where an active member resides. (b) Inactive member: shall be defined as a bond holder who has elected not to pay the annual dues and assessments. Inactive members may not use the facilities and are subject to the rules given in Article VII. (c) Associate Resident members: Shall be defined as any bona fide resident or permanent member of the family in the household of an active member, who shall qualify and maintain such membership by making annual contributions toward the cost of maintenance of the swimming pool facility or facilities used and enjoyed by him or her. (d) Associate non-resident members: Shall be defined as certain members of the family of the active member who do not reside with the active member. This class is confined to unmarried children, unmarried grandchildren, parents, and grandparents of the active member, or a baby sitter of the child or children of the active member. (e) Infant members: Shall be defined as all resident children of full or associate members who shall not have attained their third (3rd) birthday by June 1 of that current calendar year. (f) Pursuant to the initial determination of the Board of Directors that the swimming facility first created by the Corporation has physical limitations upon the number of persons who can enjoy the same, the Corporation limits full memberships to three hundred and fifty (350) full members and the consequent number of qualified associate and infant members from the households of full members. This limitation shall not prevent Board of Directors from permitting community residents who desire membership, the use of Corporation facilities until a bond has become available for purchase, upon payment of such fees, deposits and dues as Board of Directors prescribes; not to exceed twenty-five (25) additional families. (g) A membership shall be transferable, forever, to the person or persons who acquire ownership of the home of the member, whether by purchase or by inheritance, provided only, that the transfer fee, if any, as set by the Board be paid by the seller and, that the successor in title of such home duly contribute the annual maintenance charges required for the continued use of the facility. A member may cede use of a facility to a bona fide tenant of his home for the duration of the lease if he relinquishes privileges for use of the facility by himself and his family. All such transfers and transactions indicated above shall be transacted through the office of the Membership Chairperson of the Corporation. (h) If a membership be not transferred to the purchaser of a home of

an existing member by virtue of the provisions of subparagraph (g) above, such membership may be sold directly by the owner or be sold by the corporation to the next applicant for membership. The transfer fee shall be paid by the seller or shall be deducted from the sales price if sold by the Corporation. (i) All members shall be subject to these By-Laws and such rules and regulations as shall be made from time to time by the Board of Directors for the convenience, health, safety and education of the members of the corporation using its facilities. (j) Any full or associate member shall for violation of any of these By-Laws or any rule or regulation duly adopted, be subject to suspension or expulsion from the Corporation by a two-thirds (2/3) vote of the Board of Directors, or be subjected to lesser disciplinary action by the Board. of Directors as warranted; provided, however, no member shall be suspended from the use of the facilities of the Corporation for a period exceeding one (1) week or expelled from membership unless he first be given a full opportunity for a hearing. VII. CONTRIBUTIONS AND ASSESSMENTS (a) The Board of Directors shall likewise establish, by resolution, the amount of annual contributions received from active, associate, and other classes of members towards the annual maintenance and operation of the swimming facility and other recreational facilities created. (b) Members who fail to make minimum required annual contributions (defined as the dues paid for a single adult) or who do not have his/her bond listed on the GARA Bond Sales List shall have an amount deducted from the cost of Bond at time of sale, redemption or forfeit. This amount shall be established by the Board of Directors. (c) An inactive member who wishes to return to active status shall likewise be required to reinstate his/her bond to full value by payment of the amount in arrears. (d) An inactive member may elect to pay an annual Bond Maintenance Fee, as established by the Board of Directors. In so doing, the bond will remain at full value for that year. (e) A bondholder who sells or transfers his/her bond (as stated in Article VI (g) and (h)) that has been devalued may not sell or transfer the bond for more than its current value. This status must be disclosed by the seller to the purchaser, and the value must be reinstated to full value by payment of the amount in arrears. This amount (the difference between the full value the devalued amount) can be paid by either the seller or the purchaser. (f) Assessments, over and beyond initial or annual contributions, shall be levied on the collective memberships of the Corporation for the purchase, construction, lease or other acquisition of additional property or facilities, or for any other purpose only by majority approval of full membership vote.

(g) An inactive member who wishes to return to active status shall be required to pay all assessments that were levied during the period that the member was inactive. VIII. ACTIVITIES The Corporation may, at its discretion, conduct social functions or activities, athletic events or competitions. The Board of Directors may make the facilities of the Corporation available, from time to time upon request and at convenient times to other organizations associated with community. IX. DISSOLUTION In the event of the liquidation and dissolution of the corporation, in accordance with the corporate laws in the State of Delaware, not part of the net assets of the Corporation shall inure to the benefit of or be payable to the members of any class or type. Rather, the board of Directors shall convey and assign all assets of the Corporation, after discharging its indebtedness, if any, to such governmental or quasi-governmental body as shall agree to accept and maintain the facilities of the Corporation for recreational purposes for the benefit of the community of GREEN ACRES, and, if required, for the benefit of the community at large. X. STANDING COMMITTEES (a) The Nominating Committee of the Corporation shall be a standing committee and shall be composed of two (2) members of the Board and three (3) members of the Corporation not members of the Board. The President shall appoint the Nominating Committee annually, at least one (1) month prior to the annual meeting of members and the Committee shall recommend to the members a slate of five (5) directors. Additional persons can be nominated by a letter containing three (3) signatures of association members, including the signature of the nominee, which letter must be delivered to the President at least twenty (20) days before the Annual Meeting. (b) A further standing committee shall be the auditing Committee comprised of three (3) members, one (1) of whom shall be a Board member and two (2) of whom shall be appointed from the membership at large by the President. The function of this Committee shall be to audit the reports of the Treasurer and to report to the annual meetings of members. XI. AMENDMENTS TO BY-LAWS Amendments to these By-Laws shall be made only by concurring vote of majority of active members, whether in person or by proxy, at an annual or special meeting of members, or by mailed ballot., Proxy votes shall not in any event be used to formulate quorum requirements for meetings.

XII. FISCAL YEAR The fiscal year of the Corporation shall be from January 1 to December 31. XIII. INDEMNIFICATION The directors and officers of the Corporation shall be indemnified by the corporation against expense actually and necessarily incurred by them or anyone of them in connection with the defense of any action, suit or proceeding to which he or she is made a party by reason of having been a director or officer of the Corporation, except in relation to matters in which such director or officer may have been adjudged liable for gross negligence or willful misconduct. The right of indemnification provided herein will inure to each officer and director at the time such costs or expenses are incurred and, in the event of death, to the personal representatives of such fiduciary.