ARTICLES OF ASSOCIATION

of

GREEN'S FARMS ASSOCIATION

(Founded 1971)

ARTICLE I

Section 1: The name of this voluntary, non-profit association shall be Green's Farms Association:

Section 2: This Association is formed for the following purposes:

(a) To organize and make effective, through the medium of this Association, the efforts of its

members for the good of the area comprising Voting District Number Five located in the

southeastern part of the Town of Westport, in which its members reside or in which they own

residential property.

(b) To encourage the most appropriate use of land in the area.

(c) To support, or oppose, public or private plans, projects, enterprises or activities of any kind

which would or might affect the present desirable, natural and residential character of the area.

(d) To undertake and carry out such activities and services as may be determined by the

Association in accordance with these articles, and to promote the interests of the Association and

its members by any legal means.

(e) To fix and collect dues; and to solicit and accept gifts and contributions to be used in

furtherance of the purposes of the Association.

ARTICLE II

Section 1: Membership shall be open to each family or household unit headed by any person 18

years of age or over, which owns or rents residential property in Voting District Five in the

Southeastern part of the Town of Westport. Thus, there shall be one voting membership per

family or household unit.

Section 2: A member is in good standing and entitled to vote at any membership meeting of the

Association providing dues for the current year have been received by the Association at least

seven days before the date of such meeting.

Section 3: Special classes of membership, or affiliations with the Association, may be proposed at

an Annual Meeting by the Board of Directors or by any member in good standing, and may be

established by vote of the membership, provided that notice of such proposal has been included in

the call of the meeting.

ARTICLE III

Section 1: The Annual Meeting of members of the Association shall be held no later than the end

of April, on a date and at a time and place designated by the President,, for the purpose of electing

Directors as required, and for the transaction of any other Association business.

Section 2: Special meetings of the members of the Association may be called by the President; by

at least three members of the Board of Directors; or, upon written request stating the reasons

therefor, by ten percent of the members of the Association in good standing.

Section 3: Written notice of all regular and special meetings of the Association stating the day,

hour, place and purposes thereof shall be mailed at least two weeks,, or personally delivered at

least ten days, prior to the meeting, to the address of each member of record in good standing.

Section 4: Those members present shall constitute a quorum at all meetings of the Association.

Section 5: At each meeting of the members all votes shall be taken by a show of hands, unless

voted to be by written ballot. All elections shall be determined by plurality vote and all other

matters by majority vote of those present and voting, unless a majority vote of the members

present and voting determines an alternative voting procedure. Any member in good standing

may be represented and vote by written proxy.

ARTICLE IV

Section 1: The property and affairs of the Association shall be under the care and management of

a Board of Directors consisting of 12 members, who shall be members of the Association in good

standing, and shall be elected for a term of three years such that one-third of the Directors shall be

elected in each year. Directors shall hold office for the term for which they are elected and until

others are elected in their stead.

Section 2: The Board of Directors shall be empowered to act in all matters within the scope of

these Articles. However, nothing herein shall preclude any member from disassociating himself

as an individual from positions the Board may see fit to take for the Association.

Section 3: Meetings of the Board of Directors shall be held upon the call of the President or

Secretary at such time and place as said President of Secretary shall designate, reasonable notice

of which shall be given by mail or telephone. A majority of the Directors shall constitute a

quorum, and all matters before the Directors shall be decided by majority vote of those present and

voting.

Section 4: The Board of Directors may appoint such Committees as they deem necessary and

desirable, and may select Counsel to represent the Association.

Section 5: A vacancy shall exist when any Director ceases to reside within the area of the

Association or ceases to be a member in good standing. Further, a Director may be removed from

his post by a two-thirds vote of the other Directors. The balance of the term of any vacant

Directorship may be filled by a vote of the other Directors.

Section 6: For the regular election of Directors at the Annual Meeting of the membership, the

President shall appoint a Nominating committee of any three members in good standing, not less

than six weeks before such Annual Meeting. The Nominating Committee's recommended slate of

Directors to fill positions on the Board as required shall be presented to the membership at such

Annual Meeting. In selecting candidates for Directorships, the Nominating Committee shall

consider, though shall not be bound by, such considerations as past Association membership, past

service to the Association, length of residence in the area, and other evidence of belief in and

support for the purposes of the Association.

ARTICLE V

Section 1: The officers of the Association shall be a President, Vice President, Secretary, and

Treasurer, to be elected by the Directors from among their own number immediately after the

Annual Meeting. They shall serve for a term of one year and until others are elected in their stead.

No person shall hold two offices.

Section 2: The President shall preside at all meetings of the Association and of the Directors, shall

have general management of the affairs of the Association, subject to action of the membership

and the Directors, and shall have the powers and duties normally associated with his office.

Unless otherwise directed by the Board, he shall act as the representative of the Association at

meetings and public hearings, with the assistance of counsel when required in his judgment or

when so directed by the Board.

Section 3: The Vice President shall assist the President in his duties and serve in his stead in case

of the absence or disability of the President.

Section 4: The Secretary shall record the proceedings of meetings of the membership and the

Directors, give notice of all meetings as required, and keep the records and papers of the

Association including a record of all members and their addresses.

Section 5: The Treasurer shall receive all funds due the Association or received by it, and deposit

the same as directed by the Directors. Checks for the disbursement of funds of the Association

may be signed by either the President or the Treasurer. The Treasurer shall keep accurate

accounts of all receipts and disbursements and report on the same when required.

ARTICLE VI

Section 1: The fiscal year of the Association shall be the calendar year.

Section 2: Annual dues to be paid by the membership shall be fixed for the ensuing calendar year

by the Board of Directors, unless fixed at the Annual Meeting or a special membership meeting

after due notice.

Section 3: The Treasurer shall prepare and the Secretary shall mail bills for dues, which shall be

payable upon receipt.

ARTICLE VII

Section 1: This Association is a non-profit organization, and none of its income or assets shall

inure to the benefit of any person.

ARTICLE VIII

Section 1: These Articles may be amended by a majority vote of the membership present or

represented by proxy at any meeting of the membership, after due notice, which notice shall

include the exact language of any proposed amendment.

These Articles of Association were approved

as amended at a meeting of the membership

of the Green's Farms Association held on the

8th day of March 1992, and supersede any

prior Articles of Association.

Lois Sussman, Secretary