HIGHLAND LAKE WATERSHED ASSOCIATION, INC.

ARTICLES OF INCORPORATION

Be it known, that we, the subscribers, do hereby associate ourselves as a body pursuant to the statute laws of the state of Connecticut regulating the formation and organization of corporations without stock.

ARTICLE I.

Primary Purpose: The Corporation is established exclusively for charitable, educational, and literary purposes within the meaning of 501(C)(3) of the Internal Revenue Code, to assist in the provision of public and educational activities.

The Corporation's activities may include the following:

a. Publication of a booklet about the sound lake management to be distributed to Town Officials and homeowners.

b. Publication of a newsletter keeping residents up to date on conservation issues.

c. Donations to the Marine Patrol of the Winchester Police Department.

d. Sponsorship of events to promote friendship and cooperation among citizens of the Watershed in order to encourage protection of this valuable resource.

ARTICLE II.

General Purposes and Powers: This corporation shall have the general purpose and the power to exercise all rights and powers conferred on not for profit corporations under the laws of the State of Connecticut, including the power to contract, rent or purchase or sell personal or real property, provided however, that this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this Corporation. The primary purpose of this Organization is to encourage the restoration and conservation of the natural resources of the Highland Lake Watershed; and to protect and conserve fish and wildlife, forest and other plant life, water sources and soils; to promote the understanding among citizens of the Watershed of the need of such conservation

ARTICLE III.

Fundamental Limitations: Notwithstanding any other provisions of these articles, this Corporation is organized exclusively for and its operation is limited to one or more of the purposes as specified in 501(C)(3) of the IRS Code, and it shall not carry on any activities not permitted a corporation exempt from federal income tax under the Code.

No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, director, or officer of the Corporation, and no member, trustee, director, or officer of the Corporation shall be entitled to share in the distribution of any corporate assets upon the dissolution of the Corporation.

No substantial part of the activity of the Corporation shall be devoted to propaganda or otherwise attempting to influence legislation, except as provide in IRS Code 501(h), or participation in any political campaign on behalf of any candidates for public office.

In the event of dissolution, all of the assets of the Corporation shall, after necessary expenses, be distributed to another organization exempt under 501(C)(3) or to the federal government or state or local government for a public purpose.

BYLAWS

These bylaws shall be enacted by the Board of Directors and may be amended from time to time by a two-thirds vote of the members present at any membership meeting, i.e., annual or special of the Association, provided that a copy of the proposed amendment has been incorporated in the notice of the call of the meeting.

If any bylaw or regulation adopted by this Association shall conflict with any lawful ordinance of the towns of Winchester or Winsted, the ordinance of said town shall prevail and supersede the bylaw or regulation of the Association.

ARTICLE I. NAME:

The name of said corporation shall be The Highland Lake Watershed Association, Incorporated, hereafter referred to as "The Association."

ARTICLE II. MEMBERSHIP:

All owners of land around the lake and in its watershed shall be entitled to membership in the Association and to hold any office to which elected.

         Section A: Co-ownership: When property is held by both husband and wife either may be eligible to vote and/or hold office. In matters of the general good of the Association, all members attending the meeting are eligible to vote. On matters of substance and policy only one vote per property owner will be taken. See section D regarding designees.

                  Definitions:
                           'Matters of general good:'
                                    Ex. Deciding to conduct a "Clean-Up Day"

                           'Matters of substance and policy:'
                                    Ex. Taking positions on issues concerning the Watershed.

         Section B: Separate Ownership: When husband and wife own separate parcels of property, each shall be considered a single property owner and shall be entitled to one vote each. Either or both may hold office:

         Section C: Multiple Ownership: When property is hold by a group of persons, any one, but only one, of the group shall be eligible to vote or to hold office at any one time.

         Section D: Property Owner: A qualified property owner shall be the owner, spouse, or designee of record holding a bona fide deed duly recorded in the Town Clerk's office. Any qualified property owner may designate in writing any person to act in his/her behalf. (See "proxy" page 5).

         Section E: Corporate Ownership : When property is held by a Corporation, the Corporation is entitled to one vote.

ARTICLE III. ORGANIZATION:

         Section I: Board of Directors:

1. The Board of Directors shall control and manage all of the business of the Association. The Board shall consist of Twelve members in good standing, from, in so far as possible, geographically representative locations in this Association's area of interest. Directors shall be chosen from candidates submitted by the nominating committee pursuant to Section 4 under Committees. At the first meeting of the Association following adoption of these bylaws as amended, there shall be elected as successors to the Board now in office, four Directors to serve for a term of two years and four Directors to serve of three years, four Directors to serve a term of one year; and at each Annual Meeting thereafter four Directors shall be elected to serve for a term of three years.

2. Any vacancy on the Board due to death, resignation, or removal of a Director shall be filled by the Board for the unexpired term of such Director.

3. Meetings of the Board of Directors shall be held not less than four times per year, and may be called at any time by the President or three or more Directors. Seven days' notice of any meeting shall be given to each Director by mail or telephone. Such notice shall state the purpose of the meeting.

4. Four Directors shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

         Section II: Officers And Their Duties

1. The Officers of the Association shall be a president, a Vice President, a Secretary and Treasurer, and such other officers as may be necessary; elected for annual terms by the Directors at their first meeting following the Annual meeting of the Association.

Each officer shall be elected to serve until the next Annual meeting and until his successor shall qualify. Each officer shall be a member in good standing, and shall be a member of the Board of Directors.

2. The Board of Directors may from time to time provide for or appoint such other officers and agents, and such committees as they shall determine and fix the duties, powers, and terms of service of such agents, officers, and committees as they shall appoint.

The President: The President shall preside at all meetings and elections of the Association or of the Board of Directors. He/she shall exercise and maintain general supervision and control over the affairs of the Association subject to the power and authority of the Board of Directors.

The Vice President: The designated first Vice President shall exercise the powers and perform the duties of the President in the absence or disability of the latter, or in case of a vacancy in the office of the President.

The Secretary: The Secretary shall keep a record of all proceedings of the Association and also of all actions taken by the Board of Directors and the Executive Committee, and shall keep such minutes separately and in good order. He/she shall issue notices of meetings as provided herein. He/she shall handle normal secretarial duties and be custodian of all records.

The Treasurer: The Treasurer shall receive and have custody of all the monies and securities of the Association, and shall keep books of account. He/she shall deposit all monies in a bank to the credit of and in the name of the Association. The Board of Directors shall designate such depository. He/she shall pay all bills to meet expenditures authorized by the Board of Directors. He/she shall sign or countersign such instruments as require his/her signature, and give bond for the faithful performance of his/her duties in such sum and with such sureties as may be required by the Board of Directors.

Vacancies: In the event any of the officers resigns or is removed by death or otherwise, the Board of Directors shall fill such vacancy for the unexpired term of such office.

Compensation: The officers and members of the Board of Directors shall perform their respective duties without compensation.

         Section III. Committees

1. There shall be an Executive Committee which shall conduct the business of the Association between regular meetings of the Board of Directors. The Committee shall consist of the officers of the Association and not more than three other Directors, appointed annually by the President and approved by the Board of Directors. Meetings of the Executive Committee may be called at any time by the President or by three or more Executive Committee members.

2. The President, with approval of the Board of Directors shall appoint the members of standing committees and may appoint as members thereof additional members who shall be members of the Association, but need not be members of the Board of Directors.

3. The President shall appoint annually a committee of three members of the Board of Directors to Audit or cause to be audited the books and accounts of the Treasurer and report upon same at the next meeting of the Board of Directors.

4. At lease two months prior to each annual meeting, the President shall appoint a committee of five members, to nominate candidates for election to the Board of Directors and as officers of the Association.

5. The President, with the approval of the Board of Directors, shall appoint such other committees as shall be deemed necessary from time to time for the efficient operation of the Association.

ARTICLE IV. DISSOLUTION:

1. No officer, member or employee of this Association shall an any time whatsoever either during the life of this Association or in the event of the dissolution thereof receive any pecuniary profit from the operations except reasonable compensation in effecting the purpose thereof.

2. In the event of dissolution of this association all of the assets thereof shall be permanently and irrevocably transferred by gift, without payment of any kind, to one or more corporate organizations, including educational organizations with comparable purposes which are exempt, at the time of distribution, under section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or may be amended.

ARTICLE V. MEMBERSHIP MEETINGS:

         Annual Meeting: The regular annual meeting of the Highland Lake Watershed Association shall be held during the moth of July on the second Saturday.

Notices of the annual meeting and all special meetings of the Association specifying therein the business to be transacted shall be given each member at least one week in advance of the date of such meeting by the Secretary, by leaving such notice to him at his residence or usual place of business or by mailing a copy addressed to him at his last known post office address as last shown on the list of members of the Corporation, postage prepaid. Each notice of a meeting of members shall state the place, day and hour of the meeting.

Not less than 20 of the legal voters of said Association shall constitute a quorum. If 20 are not present at such meeting, the presiding officer shall adjourn and another duly warned meeting must be held within 15 days of said date.

         Special Meetings: The President may call special meetings of the Association at any time, at any place designated by him/her, and shall call such a special meeting within one week after receiving a request thereof, in writing signed by ten or more members.

The general purpose or purposes by which a special meeting is called shall be stated in the notice as set forth above and no other business shall be transacted at the meeting.

         Proxy: Any member may designate in writing any person to act as his/her proxy at any meeting of said Association, providing the signature on which written proxy is attested by one witness. No proxy will be recognized unless executed within one month of the date of the meeting at which it was presented. In no case will the proxy act for more than one member.

         Meeting of the Board: Meetings of the Board of Directors may be called at any time by the President on receipt of written request of ten or more Association members, or by three or more members of the Board of Directors. Seven days notice of any meeting shall be given to each Director by mail or telephone. Such notice shall state the purpose of such meeting.

         Other Business: The order of business at the annual meeting and so far as practical at all other meetings shall be as follows:

1. Call to order
2. Reading and acceptance of Minutes of last meeting
3. Reports of officers and committees (including report of Treasurer)
4. Ratification of Board of Directors' Actions (annual meeting)
5. Unfinished business
6. New business

Note: In the event a guest speaker is present, items 4, 5, and 6 will follow the speaker.

Roberts Rules of Order shall be the authority in all decisions pertaining to procedures in meetings.

ARTICLE VI. EXPENDITURES OF FUNDS:

No contract which shall involve any expenditure of one thousand dollars or more in any fiscal year shall be made by the Directors and Officers unless the same shall be specifically authorized by a majority vote of the members of the Association.

ARTICLE VII. DUES:

The annual membership assessment of dues shall be the same for any member regardless of the amount of property owned or being purchased.

The Association shall have the right to modify the assessment rate recommended by the Board of Directors.

Written notice of membership assessment of dues shall be sent by the Treasurer December thirty-first of the same year such person will not be eligible to vote at any meeting.

These bylaws shall be enacted by the Board of Directors and may be amended from time to time by a two-thirds vote of the members present at any membership meeting, i.e. annual or special of the Association, provided that a copy of the proposed amendment has been incorporated in the notice of the call of the meeting.

If any bylaw or regulation adopted by this Association shall conflict with any lawful ordinance of the towns of Winchester or Winsted, the ordinance of said town shall prevail and supersede the bylaw or regulation of the Association.