By-Laws of A.L.C. Incorporated

As amended May 19, 2021

Article I: General

Section 1. The annual meeting shall be held in the first week of May in each year, at such place and hour to be specified in the notice of said meeting, for the election of officers, directors and the transaction of such other business as may properly come before the meeting.

Section 2. Notice of the date, time and place of any meeting, annual or special, shall be given to the members not less than five (5) nor more than fourteen (14) days previous to such meeting.

Section 3. A special meeting may be called by the President and shall be called by the President within two (2) weeks subsequent to the receipt of written request of four (4) directors for such a meeting. Notice, in either case, to the Members shall state the object of the meeting and only such business shall be considered as has been stated in the notice or call of the meeting.

Section 4. Eighteen (18) Members shall constitute a quorum at any meeting. Only one person per property qualifying for membership may vote on any one issue.

Article II: Members

Section 1. All natural persons who own an easement, i.e., a deeded ALC beach right, to use the “Private Beach” on the City of Stamford map titled Amended Atlantic Realty Company Map #423 shall be entitled to be a Member of the Corporation, subject to the further limitations of the Corporation’s Certificate of Incorporation.

Article III: Board of Directors

Section 1. The property, business and affairs of the corporation shall be managed by a Board of Directors, which shall consist of Fourteen (14) directors composed of Four (4) Officers and Ten (10) Directors.

Section 2. All Directors, including officers shall be elected to serve a four-year term, however the term may be extended until a successor has been elected.

• A Director’s year shall be from annual meeting or the date of election, until the next annual meeting.

• Effort should be taken to stagger Director terms so that there are Board changes each year, however Directors may serve terms in succession.

• Should a Director fail to attend two meetings in any single year, their seat on the Board shall be considered vacant.

Section 3. The Board of Directors may adopt rules and regulations, and alter, rescind or modify same, pertaining to the affairs of the corporation, levy and provide for collection of dues, provided however:

• the annual dues per member shall not be more than two hundred (250) dollars;

• major repairs, i.e., those reasonably considered greater than maintenance, and capital

expenditures are approved by a two-thirds vote of the Members.

Section 4. A vacancy on the Board of Directors, from whatever cause occurring, including termination of membership in the corporation, in the case of a non-officer director, shall be filled by a majority vote of the remaining directors.

Section 5. All meetings of the Board of Directors are open to any Member.

Article IV: Officers

Section 1. The Officers shall consist of a president, vice-president, secretary and treasurer.

Section 2. The term of office of every Officer shall be from the date of election until the next annual meeting or until his successor in office has been duly elected.

Section 3. The president shall exercise all the powers and perform all the duties usual to such office. He shall preside over all meetings of Members and Directors and shall be, ex officio, a member of all committees.

Section 4. The vice-president shall aid and assist the president and in the absence of disability of the president shall assume the powers and exercise and perform the duties of the president during such absence or disability.

Section 5. The treasurer shall perform all the duties customary to that office, shall receive and have care and custody of the funds of the corporation, pay bills when properly approved, keep accurate accounts of financial records and make a statement of the financial condition of the corporation at the annual meeting and to the Board of Directors upon its request.

Section 6. The secretary shall perform all the duties customary to that office, keep and maintain the non-financial records and maintain the list of members. He shall keep a record of the minutes of all meetings, conduct correspondence and issue proper notice to the members of any meeting.

Section 7. A vacancy in any office, from whatever cause occurring, including termination of membership in the corporation, shall be filled by a majority vote of the directors.

Article V: Amendments

Section 1. These By-Laws may be amended by a vote of two-thirds (2/3) of the votes cast at any meeting provided, the call of said meeting included therein a copy of the proposed Amendment.

Article VI: Rules of Order

Section 1. The rules contained in Robert’s Rules of Order, Revised shall govern with respect to all parliamentary questions if the same are not specifically provided for in these By-Laws.

Section 2. Member notification and voting by email is permitted. Each email vote shall be counted towards the required quorum.