BY-LAWS of LAKE LOUISE LAKE ASSOCIATION

It is the intent of the Lake Louise Lake Association to insure that the lake use is consistent with maintaining or improving its ecological balance while providing opportunity for the membership to enjoy use of its unique environment. The qualities of nature conservancy and wildlife preserve will be maintained within the lake itself and particularly within the upper pond and swamp areas. The Association endorses the principles set forth in the protective covenants of Lake Louise Hills.

The Association will provide a structure to address these purposes as well as to provide for the upkeep and development of the dam, common areas, private roads and trails.

ARTICLE I—OFFICES

The registered office of the Corporation shall be 363 Lake Louise Road, Dallas, Pennsylvania 18612.
The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the activities of the Corporation may require.

ARTICLE II—SEAL

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Pennsylvania”.

ARTICLE III—MEMBERS

Members shall be elected by a two-thirds (2/3) vote of the Board of Directors and shall have the following qualifications:
1. There shall be one membership for each right of access to or use of the lake facilities of Lake Louise, which rights may either have been previously conveyed to the owners of the property in or about the lake premises, or be subsequently granted to other owners of such property as the Board of Directors may from time to time determine.
The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable by the Members.
The Board of Directors, by affirmative vote of two-thirds (2/3) of all the members of the Board, may suspend or expel a Member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership, or suspend or expel any Member who shall be in default in the payment of any dues or assessments.
Upon written request signed by a former Member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds (2/3) if the members of the Board, reinstate such former Member to membership upon such terms as the Board of Directors may seem appropriate.
Membership in the Corporation is not transferable or assignable.

ARTICLE IV—MEETING OF MEMBERS

Meetings of the Members shall be held at the residence of the President of the Corporation or at other such place or places, either within or without the Commonwealth of Pennsylvania, as may from time to time be fixed be the Board of Directors.
The annual meeting of the Members shall be held on the second Tuesday of September in each year if not a legal holiday, and if a legal holiday, then on the next full business day following at 7:00 o’clock PM when they shall elect a Board of Directors and transact such other business as may be properly brought up before the meeting. If the annual meeting shall not be called and held within six months after the designated time, any Member can call such a meeting.
Special meetings of the Members may be called at any time by the President or the Board of Directors, or Members entitles to cast at least ten percent (10%) of the votes which all Members are entitled to cast at the particular meeting. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which shall be held no more than sixty days after the receipt of the request. If the Secretary shall neglect or refuse to fix the time of the meeting, the person or persons calling the meeting may do so. Business transacted at all special meetings shall be contained to the objects stated in the call and matters germane thereto.
Written notice of every meeting of the Members stating the time, place, and object thereof shall be given by, or at the direction of, the Secretary to each Member of record at least five (5) days prior to the day named for the meeting, unless a greater period of notice is required by statute in a particular case. If the Secretary shall neglect or refuse to give notice of the meeting, the person or persons calling the meeting may do so. In the case of a special meeting, the notice shall specify the general rule of the business to be transacted.
A meeting of Members duly called shall not be organized for the transaction of business unless a quorum is present. The presence in person of one-third (1/3) of all Members entitled to vote shall constitute a quorum at all meetings of the Members for the transaction of business unless otherwise provided by law or by the articles of incorporation. The Members present at an organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such a time and place as they may determine, but the case of any meeting called for the elections of Directors, those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing Directors. In the case of any meeting called for any other purpose of acting upon any resolution or other matter, is given to each member of record entitled to vote at such a second adjourned at least ten (10) days prior to the day needed for the second adjourned meeting.
Any action which may be taken at a meeting of the Members or of a class of Members may be taken without a meeting, if the consent or consents in writing, setting forth the action so taken, shall be signed by all the Members who would be entitled to vote at a meeting for such a purpose and shall be filed with the Secretary of the Corporation.
Every Member of the Corporation shall be entitled to one vote. No Member shall sell his vote for money or anything of value. Upon request of a Member, the books or records of membership shall be produced at any regular or special meeting of the corporation. If at any meeting the right of the person to vote is challenged, the presiding Officer shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or records to be Members entitled to vote may vote. The right of Member to vote, and his right, title and interest in or to the Corporation or its property, shall cease on the termination of his membership.
Voting may be by ballot, mail or any reasonable means determined by the Board of Directors. Elections for Directors need not be by ballot except upon demand by a Member at the election or before the voting begins.
In advance of any meeting of Members, the Board of Directors may appoint Judges of Election, who need not be Members, to act at such meeting or any adjournment thereof. If Judges of Election are not so appointed, the presiding Officer of any such meeting may, and on the request of any Member shall make such appointment at the meeting. The number of Judges shall be one or three. No person who is a candidate for office shall act as a Judge.

ARTICLE V—DIRECTORS

The business affairs of the Corporation shall be managed by the Board of Directors, seven (7) in numbers, who shall be natural persons of full age and who need not be residents of this commonwealth but who shall be members of this Corporation. Upon adoption of these By-Laws, three (3) Directors shall be elected for a term of one (1) year and four (4) Directors shall be elected to a term of two (2) years. At the expiration of the initial term of office, each respective Director, his or her successors have been elected, qualified and hold their first meeting.
In additions to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such acts and things as are not by statute or by Articles or by these By-Laws directed or required to be exercised or done by the Members.
The meeting of the Board of Directors may be held at such a time and at such a place or places within this Commonwealth or elsewhere, as a majority at the Directors say from time to time appoint, or as may be designated in the notice calling the meeting.
Written or personal notice of every meeting of the Board of Directors shall be given to each Director at least two (2) days prior to the day named for the meeting.
A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present at any meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the Directors may be taken without a meeting, is the consent or consents in writing setting forth the action so taken shall be signed by all of the Directors in office and shall be filed with the Secretary at the Corporation.
The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish one or more committees to consist of one or more Directors of the Corporation. There shall however be a budget and assessment committee composed with equal membership of each type of Member. Any such committee, to the extent provided in the resolution of the Board of Directors or in the By-Laws, shall have and may exercise all of the powers and authority as to the following:
1. The submission to Members of any action required by statute to be submitted to the Members for their approval.
2. The filing of vacancies in the Board of Directors.
3. The amendment of repeal of any resolution of the Board.
4. Action on matters committed by the By-Laws or resolution of the Board of Directors to another committee of the Board.
The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member, or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. Each committee of the Board shall serve at the pleasure of the Board.
The entire Board of Directors, or a class of the Board, where the Board is classified with respect to the power to select Directors, or any individual Director, may be removed from office without assigning any cause by vote of Members entitled to cast at least a majority of the votes to which all Members present would be entitled to cast at any annual or any other regular election of the Directors or of such class of Directors. In case the Board or such a class of the Board or any one or more Directors are so removed, new Directors may be elected at the same meeting. If Members are entitled to vote cumulatively for the Board or class of the Board, no individual Director shall be removed unless the entire Board or class of the Board is removed incase insufficient votes are cast against the resolution for his removal, which, if cumulatively voted for at an annual or other regular election of the Directors, would be sufficient to elect one or more Board Directors to the Board or to the class.
The Board of Directors may declare vacant the office of a Director if he/she is declared of unsound mind by an order of court or is convicted of a felony, or if within sixty (60) days after notice of his/her selection, he/she does not accept such office either in writing or by attending a meeting of the Board of Directors, and fulfill such other requirements or qualifications as the By- Laws may specify.
A Director of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his/her duties as Director, including his/her duties as a member of any committee of the Board upon which he/she may service, in good faith, in a manner he/she reasonably believes is to be in the best interests of the Corporation, and with such care, including reasonable injury, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his/her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial data, in each case prepared by any of the following:
1. One or more Officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented.
2. Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such persons.
3. A committee of the Board upon which he does not serve, duly designated in accordance with the law, as to matters within its designated authority, which the Director reasonable believes to merit confidence.

A Director shall not be considered acting in good faith if he/she has knowledge concerning the matter in question that would cause his reliance to be unwarranted.

In discharging the duties of their respective positions, the Board of Directors and individual Directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon supplies and customers of the Corporation and upon communities in which offices and other establishments of the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of this section.

Absent breach of fiduciary duty, lack of good faith or self dealing, actions taken as a Director or any failure to take actions shall be presumed to be in the best interests of the Corporation.

A Director of the Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action unless:

1. The Director has breached or failed to perform the duties of his/her office under this section.
2. The breach or failure constitutes self-dealing, willful misconduct or recklessness.
  
  The provisions of this section shall not apply to:

The responsibility or liability of a Director pursuant to any criminal statute; or
The liability of a Director for the payment of taxes pursuant to local, state or federal law.

Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board provided, that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation thereof.

ARTICLE VI—OFFICERS

The Executive Officers of the Corporation shall be chosen by the Board of Directors, and shall be a President, Vice-President, Secretary, and Treasurer and such other Officers and Assistant Officers as the needs of the Corporation require. The President and Secretary shall be neutral persons of full age; the Treasurer, however, may be a corporation, but if a natural person, shall be of full age. They shall hold their offices for a term of one (1) year and shall have such authority and perform such duties as are provided by the By-Laws and as shall from time to time be prescribed by the Board of Directors. It shall not be necessary for the Officers to be Directors and any number of offices may be held by the same person. The Board of Directors may secure the fidelity of any or all such offices by bond or otherwise.
Any officers or agents may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of the person so removed.
The President shall be the Chief Executive Officer of the Corporation; he/she shall preside at all meetings of the members and Directors; he/she shall have active general management of the affairs of the Corporation; shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other Officer or Officers of the Corporation. She/he shall execute bonds, mortgages, and other documents requiring a seal, under the seal of the Corporation. She/he shall be ex-officio a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of the President.
The Vice-President shall act in all cases for and as the President in the latter’s absence or incapacity, and shall perform such other duties as he/she may be required from time to time.
The Secretary shall attend all sessions of the Board and all meetings of the Members and act as clerk thereof, and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees and the Board of Directors when required. She/he shall give, or cause to be given, notice of all meetings of the Members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Directors or President, under whose supervision he/she shall be. She/he will keep all in safe custody the corporate seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it.
The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate records of receipts and disbursements in books belonging to the Corporation, and shall keep the monies of the Corporation in a separate account to the credit of the Corporation. She/he shall disperse the funds of the Corporation as may be required by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his/her transactions as Treasurer and of the financial condition of the Corporation.

ARTICLE VII—VACANCIES

If the office of any Officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or assessors, who shall hold office for the unexpired term in respect to which each vacancy occurred.
Vacancies in the Board of Directors, including vacancies resulting in the increase in the number of Directors, shall be filled by a majority of the remaining members of the Board, though less than a quorum, and each person so elected shall be Director until his/her successor is elected by the Members, who may make such election at the next annual meeting of the Members, or at any special meeting duly called for that purpose and held prior thereto.

ARTICLE VIII-BOOKS AND RECORDS

The Corporation shall keep an original or duplicate record of the proceedings of the Members and the Directors, the original or a copy of its By-Laws, including all amendments thereto to date, certified by the Secretary of the Corporation, and an original or a duplicate membership register, giving the names of the Members, and showing their respective addresses and the class and other details of the membership of each. The Corporation shall also keep appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of the Corporation in this Commonwealth, or at its principal place of business wherever situated.
Every Member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the membership register, books and records of account, and records of the proceedings of the Members and Directors, and to make copies of extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a Member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such writing which authorizes the attorney or other agent to so act on behalf of the Member. The demand under oath shall be directed to the Corporation at its registered office in this Commonwealth or at its principal place of business wherever situated.

ARTICLE IX—MEMBERSHIP

Membership in the Corporation shall be evidenced by Certification of membership, in which case they shall be in such form and style as the Board of Directors may determine. The fact that the Corporation is a nonprofit corporation will be noted conspicuously on the face of the certificate. They shall be signed by the President or Vice-President and by the Secretary or an Assistant Secretary, and shall bear the corporate seal.

ARTICLE X—TRANSACTION OF BUSINESS

The Corporation shall make no purchase of real property, not sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by two-thirds of the membership in office of the Board of Directors. A three-quarter (3/4) majority vote or consent of the Members shall be required to make effective such an action by the Board. If the real property is subject to a trust the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance. In the event the lake was to be sold it would be offered to the remaining Members.
Whenever the lawful activities of the Corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make incidental profit, all such incidental profit shall be applied to the maintenance and operation of the lawful activities of the Corporation, and in no case shall be divided or distributed in any manner whatsoever among members, Directors or Officers of the Corporation.
All checks or demands for money and noted of the Corporation shall be signed by such Officer or Officers as the Board of Directors may from time to time designate.

ARTICLE XI—ANNUAL REPORT

The Board of Directors shall present annually to the Members a report, verified by the President and Treasurer or by a majority of the Directors, showing in appropriate detail the following:
1. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year immediately preceding the time of the report.
2. The principal changes in assets and liabilities including trust funds during the year immediately preceding the date of the report.
3. The revenue of receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
4. The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
5. The number of members of the Corporation as of the date of the report, together with a statement of increase or decrease in each number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current Members may be found.

This report shall be filed with the minutes of the meeting of Members.

ARTICLE XII—NOTICES

Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, or by telegram, charges prepaid, to his address appearing on the books of the Corporation, or, in the case of Directors, supplied by him to the Corporation for the purpose of notice. If the notice is sent by mail or telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such a person. A notice of meeting will specify the place, day and hour of the meeting and the other information required by statute or these By-Laws. When a special meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
Whenever any written notice is required to be given under the provisions of the statute or the Articles or By-Laws of this Corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by statute, neither thee business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. In the case of a special meeting of Members such a waiver of notice shall specify the general nature of the business to be transacted. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE XIII-MISCELLANEOUS PROVISIONS

The fiscal year of the Corporation shall begin on the first day of January.
One or more persons may participate in a meeting of the Board or the Members by means of conference or telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
So long as the Corporation shall continue to be organized on a non stock basis, the board of Directors shall have authority to provide for the Members to make capital contributions in such amounts and upon such terms as are fixed by the Directors in accordance with the provisions of section 7541 of the Nonprofit Corporation Law of 1972.
The Board of Directors, by resolution, may authorize the Corporation to accept subventions from Members or nonmembers on terms and conditions with the provisions of section 7542 of the Nonprofit Corporation Law of 1972. And the issue certificates therefore.

ARTICLE XIV—INDEMNIFICATION

The Corporation shall indemnify each of its Directors, Officers, and employees whether or not then in service as such, (and his or her executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a Director, Officer or employee of the Corporation. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Corporation for negligence or misconduct in the performance of his/her duty as a Director, Officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his/her office or employment. The right to indemnify for expenses shall also apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.

The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such Director, Officer or employee may be entitled.

ARTICLE XV—AMENDMENTS

By-Laws may be adopted, amended or repealed by the vote of Members entitled to cast at least a majority of the votes which all Members present are entitled to cast thereon at any regular or special meeting duly convened after notice to the Members of that purpose.