ARTICLE I: NAME

Section 1. The Gypsum Mills Estates Cooperative (hereinafter referred to as "The Cooperative") located at 6390 Plastermill Road, Victor, New York 14564.

Section 2. The Fiscal and Operating year of "The Cooperative" begins on the first Thursday of the month of June and extends for a period of twelve months until the first Thursday of June in the subsequent year.

The general policy of "The Gypsum Mills Cooperative" is to promote harmony among residents, and between residents and owner/management; to develop a community quality of life that promotes the well-being, safety, and peace of mind of its residents through reasonable expected standards of behavior and conduct; This policy is accomplished by various means including:

Section 1. Increasing the availability of, and improving "The Cooperative's Facilities" by providing a casual, user-friendly environment other than one's home or workplace, in which to socialize and enjoy activities.

Section 2. Promoting social and personal relationships among residents;

Section 3. Promoting family involvement through youth-oriented activities;

Section 4. Maintaining and improving the quality of life for Gypsum Mills Residents through Community Events.

Section 5. Establishing an Independent Resident/Management Relations Mediation Panel to hear and resolve disputes and problems among neighbors, and between residents and management in all matters with the exception of individual contractual matters between Residents and Park Sales. This Panel serves at the pleasure of the Board of Directors, but conducts its affairs independently of the Board of Directors and Management. Its decisions are the last resort within the Cooperative for all parties who elect to use its services.

ARTICLE III: BOARD OF DIRECTORS:

Section 1. A Board of Directors shall be established as the Administrative entity for the execution of policies, programs, and all aspects of resident-related matters assumed and accepted by the Cooperative. This Administrative authority shall in no way lessen the rights and privileges of the Owner/Management. The Board of Directors shall be an independent body. Only Registered Residents may serve on the Board of Directors.

Section 2. The Board of Directors shall consist of a minimum of seven (7) and a maximum of nine (9) Board Members. In order to be a duly-constituted Board of Directors, there must be a minimum of seven (7) Voting Members on the Board.

Section 3. In the event that there is not a sufficient number of seats filled to constitute a seven-member Board, the newly elected members-at-large are to meet in caucus within seventy-two (72) hours of assuming office, and fill the vacancy (ies) so that the operating number on the Board of Directors is the minimum seven(7). Board Members may not elect more than the number of members it would take to make seven members on the Board. These newly elected members shall hold office for the entire term of the current year.

Section 4. A vacancy existing on the Board from any cause other than expiration of term, shall be filled by appointment by the president with approval by a majority vote of the entire Board. The person appointed shall hold office for the entire term of the member replaced.

Section 5. Owner/Management may appoint a Representative to sit at Board Meetings as a non-voting member. Management's failure to appoint such a representative, shall not affect the existence and functioning of the Board of Directors. The Representative of the Owner (non-voting) will act as liaison to the Owner, in making decisions on behalf of the Owner - approval of By-laws and Cooperative rules.

Section 1. The Annual Meeting is on the first Thursday in June which is the beginning of the fiscal and operating year. Subsequent meetings of the General Membership shall be quarterly on the first Thursday of September, December, and March.

Section 2. Board of Directors Meetings shall be held at the discretion of the Board, but always prior to the General Meetings so as to report to the residents. There shall be a minimum of six "regular" Board Meetings throughout the operating year.

Section 3. There must be a quorum of Board Members present in order to have a duly constituted meeting.. A quorum consists of five (5) members of a nine (9) -member Board, and four (4) members of a seven (7)-member Board. One of the members of the quorum present must be either the President or the Vice President of the Board of Directors in order for a quorum to be declared valid,

Section 4. A telephone conference quorum may be substituted for a physical meeting, in the event time does not allow for adequate measures to convene a meeting. The President or Vice President of the Board of Directors must also be part of the quorum. Minutes of this meeting must be taken by a Board Member.

Section 5. Special and/or Emergency Board Meetings may be called by any Board Member.

Section 6. Meeting Agenda: The following is the outline to be used for meeting agendas:

Section 7. Roberts Rules of Order shall be the governing authority for the conduct of meetings.

Section 1. As this is a community cooperative, all registered residents may participate in events and the quarterly Residents'/Board of Directors' meetings. Any resident may request to present some concern or suggestion at a regularly scheduled Board Meeting other than a quarterly Resident's meeting. In order for a resident to participate in a Board meeting other than a quarterly meeting, a request to do so must be submitted, at least 24 hours before the meeting, in writing via letter or E-Mail addressed to either the Board President, Vice President, or Secretary, stating the purpose of the request. The Cooperative E-Mail address is: "info@gypsumcoop.org". The resident will be placed on the agenda for the meeting in question, and discussion and participation will be limited to the subject for which he/she requested to be heard.

Section 2. All residents are welcome to attend Regular Board Meetings as observers and guests; as a matter of protocol however, they cannot participate in any discussions and must observe strict silence during the proceedings.

Section 3. The Board will monitor the activities of the various areas and committees in the "The Complex Cooperative" as they are established and deemed necessary by the President of the Board, with Board approval, e.g. House Committee, Bereavement Committee, Social Committee, and other Complex Cooperative committees.

ARTICLE VI: ELECTION OF "THE BOARD OF DIRECTORS"

Section 1. Residents 18 years of age and older are eligible to vote and run for a position on the Board of Directors..

Section 2. The President, with Board approval, will appoint a Chairperson for the "Election Committee" from among the membership ranks of the Cooperative. The Election Committee's function is to seek candidates for membership on the Board of Directors for the forthcoming term. At the annual Residents' Meeting on the first Thursday in June of each year, the Election Committee will conduct the Annual Election, presenting a slate of the candidates it has nominated, and will then open the floor for additional nominations from the floor. Candidates previously nominated by the Election Committee need not be present on the date of the election, however, any person nominated from the floor, must be present to accept or decline the nomination.

Section 3. Upon the closing of nominations, the Chairperson of the Election Committee shall conduct the voting process. Voting shall be conducted by written ballot. The entire slate of candidates shall be presented to the membership on the ballot at one time. The chairperson shall appoint three (3) tellers to count the vote. The results will be verified and certified by the current Board President and Secretary. Successful Board Candidates shall be the first nine (9) persons (in a nine-person race), or the first seven (7) persons (in a seven-person race) who have garnered the most votes.

Section 4. All persons elected to the Board of Directors, are elected as Members-at-Large. At the conclusion of the Annual Residents' Meeting, the newly elected Board Members shall immediately assume office.

Section 5. With the exception of the 2004-2005 term, the term of office for all Board Members is two years. For the 2004 -2005 term, the top five vote getters shall be elected to a two-year term; the lowest four shall be elected for a one year term; thereafter, Board Members shall be up for re-election every two years, with half the Board being replaced each year.

Section 6. There is no limit to the number of terms that may be served by any one individual.

Upon their election, the certified members of the new Board are to convene within seven days, and from among their membership, elect their Board of Directors' officers. Any Member-at-large is eligible to run for any office. The Member-at-Large who garnered the most votes at the Board Election will "Chair" this election meeting.

Section 1. The President:

· Will preside at all Resident and Board meetings;

· Shall appoint Chairpersons for Standing Committees and other committees, subject to Board confirmation, and be a member of such committees;

· Shall countersign checks previously signed and submitted by the Treasurer for authorized expenditures;

· Shall perform all duties incidental to his/her position as presented by the Board of Directors as per Parliamentary Procedures.

· WITH THE EXCEPTION OF THE COMMUNITY RELATIONS COMMITTEE, the President is a de facto member of all committees with the ability to vote on all issues being considered .

Section 2. The Vice-President:

· Will assist the President, and in his/her absence perform the duties of the President, which will include the countersigning of checks.

· Is the Chairperson of the Legislative Affairs Committee.

· Shall succeed the President in his/her office, in the event of death, resignation, or removal.

· Will take the minutes of meetings when the Recording Secretary is not present.

Section 3. The Recording Secretary:

· Will record the proceedings and transactions of all General Resident and Board Meetings;

· Shall keep a copy of all minutes and correspondence pertinent to the office and turn them over to the successor;

· Shall type correspondences for the committees as required in the event that there is no Corresponding Secretary.

Section 4. The Corresponding Secretary:

· Will provide Secretarial support for the various committees as required;

· Shall assist the Recording Secretary as required, e.g. minutes of meetings, etc.

Section 5. The Treasurer:

· Shall receive all money belonging to "The Cooperative;"

· Shall keep full and accurate accounts of receipts and disbursements in a ledger in accordance with good bookkeeping practice;

· Will give a report at Board and Resident's meetings;

· Shall open and maintain a checking account; Write checks, sign them, and present them to the President for approval and second signature. Authorized expenditures are those approved by the Board;

· Shall make annual reports to the residents and Board of Directors;

· Shall have accounts audited annually by all Board Members prior to the June meeting;

· Will turn over and deliver to the successor, all money, vouchers, books, and papers belonging to "The Cooperative."

Section 1. The Board of Directors will administer the cooperative's facilities in accordance with the By-Laws on behalf of the residents. These facilities are the Community Center Building, the Tennis Courts, the Basketball Court, the Shuffleboard Courts, the Bocce Courts, the swimming Pool, Horseshoe pits, and any additional facilities which may become part of the Gypsum Mills amenities open to residents.

Section 2. Rules will be established and administered by the Board to cover the every-day operations of these facilities, e.g. scheduling of the hall, hours of operation, maintenance, use of the kitchen area, recreational equipment, etc.

For the purpose of administering programs and managing the various available facilities, The Board of Directors establishes the following Facilities Manager's Positions: Cooperative Building Facilities Manager; Cooperative Building Use Coordinator; Courts (Basketball, Bocce, Shuffleboard, Tennis, and Horseshoes) Facilities Manager; Pool Manager. These Managers shall be appointed by the Board upon receiving a board majority vote for each position.

Section 3. Any resident who schedules the use of the hall must be in attendance at the function for which it was reserved. Under no circumstances may any function be of a commercial nature advancing the interests of a business or promoting the use of products or services, or a for-profit private enterprise.

Section 4. The Community Center facilities can be reserved for Park Meetings and Social Events by any resident 18 years or older. The attendees of the meetings must be residents of the park. Non-resident guests of residents may attend social events. The established "Cooperative Facilities Rules" (Reference Article X - Section 2) shall be adhered to; A Request Form for use of the Community Center shall be submitted, with a deposit if required. If approved, the events will be posted on the Events Calendar located in the hall. The Board will resolve all conflicts.

Section 1. All monies accumulated in the Board Treasury shall be used solely for the benefit of the residents in the form of supplies, social activities, special projects and/or enhancement of Park Facilities for the exclusivity of Park Residents. The Board of Directors is charged with the fiscal responsibility to allocate funds for events or purchases as circumstances dictate. Such allocation can only be made as a result of approval by a vote of the Board Members at a duly-constituted meeting where a quorum is present. Under no circumstances is the Board of Directors permitted to enter into any financial agreements which encumber the Cooperative for lending or borrowing purposes. A Summary Report is required to outline income/expense/profit/loss and other pertinent information of any expenditures made. Said Summary Report will be kept on file and be available for future reference for inspection by any registered resident and when conducting a similar event.

Section 2. All profits received as a result of a Board-approved activity will be turned over to the Board of Directors' Treasury. Any expense incurred without prior Board approval will not be compensated. Receipts for all approved expenses are required for reimbursement. Committees will attend Board Meetings, whether regular or special, at the request of the Board.

Section 1. Community Relations Committee - The Community Relations Committee shall consist of five (5) members. The President shall appoint four residents as members of this committee approved by the Board of Directors and one non-voting Owner/Management Representative appointed by the Owner who shall be the liaison member of this committee. The four appointed members shall, from among their number, elect a Chairperson. This Panel serves at the pleasure of the Board of Directors, but conducts its affairs independently of the Board of Directors and Management. The main purpose of this Committee is to settle disputes and differences among Park Residents and/or between Park Residents and Park Management as amicably as is possible. The scope of these disputes and differences is limited to matters other than personal contractual differences between the individual and Park Management. These meetings are closed sessions and may not be attended by anyone other than the parties involved. Any person wishing to bring a dispute or question of interpretation before this committee must do so in writing giving a full description of the situation he/she wishes to alleviate, and submit it directly to the Committee Chairperson.

The Community Relations Committee is a recourse of last resort. Residents are encouraged to go through the established channels of communication of The Complex Management in attempting to get a problem resolved. In the event that the Resident feels that there doesn't seem to be a means of resolving his/her issue satisfactorily, she/he then may bring the matter before the Community Relations Committee.

A presentation is made before the full Community Relations Committee and it is decided by the Committee what action to take - to pursue , seek remedy or reject. When the decision is made to seek remedy or relief, the Chairperson of the Committee will meet with the owner/management liaison (in the case of park matters) who is empowered to make decisions on behalf of management; or with neighbors to resolve the situation. The Chairperson and the Management Liaison work out the issue and try to reach an accommodation at resolving the particular matter. The entire committee is then reassembled; the Chairperson reports the progress made at the liaison meeting, and makes his/her recommendation. If this is not acceptable to the Committee, the Chairperson may be sent back to renegotiate the issue. In any event, once an impasse is reached, the matter is then resolved at the level of impasse along with the party(ies) involved, and the result of this negotiation is reported to the Board of Directors. Should the parties not accept the decisions of the Committee, the matter is no longer eligible for additional disposition and will not be considered further ad infinitum..

This Committee shall be independent of all influences from the Board of Directors and Management, and shall act independently from the Board and Management on all matters brought before it. The Chairperson shall report to the Board informing it as to what decisions have been made so that these decisions may be entered into the minutes as a matter of record. The Community Relations Committee shall in no way seek approval or disapproval from the Board. The members of this Committee shall remain in office for a period of approximately one year, but their tenure is not to exceed the tenure of office of the Board which appointed it, whichever comes first. The Board of Directors reserves the right to remove any resident member from the Committee who does not consistently attend Committee sessions which causes hearings to be delayed. The Board President cannot sit in on the Community Relations Committee meetings when it is in session, nor participate in discussions

Section 2. Social Committees - will plan events, determine the cost (if any) to submit to the Board for prior approval. They will advertise, organize, and run the event.

Section 3. Bereavement Committee - Will, upon notification of the death of a resident, offer the use of the Community Center, if available. If use of the Community Center is accepted, the committee may provide food and/or set up services, the cost of which, will be paid from complex funds. In the event that the Community Center is booked for a previous use, a bereavement luncheon may be presented at a nearby facility not to exceed a radius of 5 miles from Gypsum Mills Estates. The guideline expenditure for the purchase of food, beverage, paper goods, etc. is $75.00. In the event that additional funds are needed, the Bereavement Chairperson must contact the Board President or Vice President who must gather a quorum of Board Members by phone or physical meeting, to either approve or disapprove any additional monies.

Section 4. Legislative Affairs committee - The legislative affairs committee shall be chaired by the Vice President of the Board of Directors. Main purpose is to keep abreast of all legislation both on the Federal, State, and local level which has impact on Manufactured Home Parks and on Owners of Manufactured Homes; this includes legislation about to be acted upon as well as any being proposed.

Section 1. Amendments to the By-Laws will be submitted to all residents in writing in "The Scoop" thirty days prior to voting. Changing an amendment requires a simple plurality vote of the residents that voted. Every resident will have the opportunity to vote on a day set aside for that purpose. Those residents who have registered that they will not be in attendance in person for the vote, may, by following a prescribed process, submit an absentee ballot at the proper time when a vote on By-Laws Changes is taking place. Any Resident who anticipates being absent during the voting period for amended By-Laws, may participate in the voting by providing the Secretary of the Board of Directors with a properly stamped and self-addressed envelope at least sixty (60) days in advance, so that a copy of the proposed changes and a special mail ballot may be sent. These ballots must be returned in the envelope provided, and must be received NO LATER THAN the date that the vote is being taken at the Complex. All such mail-in ballots shall remain sealed until the close of the voting, and then they shall be opened, certified as eligible, and then counted.

Section 2. Prior to any voting on amended or new By-Laws, such amendments or additions shall be published in "The Scoop" publication at least thirty (30) days in advance of any vote.

Section 3. Voting shall take place at the Cooperative Building Complex between the hours of 9:00 A.M. and 9:00 P.M. on the date designated for said vote. Ballots shall be paper ballots as provided at the polling place.

Section 4. Tellers for counting the ballots shall consist of the Board President, the Chairperson of the By-Laws Committee, and three Volunteer Registered Residents who are non-Board Members. The Board shall advertise for these Resident Volunteers in "The Scoop" in the edition prior to the vote. If there is a lack of volunteers three (3) days before the vote, the Board President shall appoint three Registered Residents prior to the voting day.. The President of the Board, the Chairperson of the By-Laws Committee and the three Resident Tellers shall certify the results.