ARTICLE I

NAME AND PRINCIPAL OFFICE

Section 1.                    The name of this Partnership shall be the Downtown Honesdale Revitalization, Inc.,

doing business as, the Greater Honesdale Partnership, hereinafter referred to as the

“GHP” or the Partnership. The principal office shall reside at 616 Main Street, Second

floor of The Marketplace, the Borough of Honesdale, Wayne County, in the Common-

wealth of Pennsylvania or such future location as shall be determined from time to time

by the GHP Board of Directors, hereinafter referred to as the Board or the Directors.

ARTICLE II

PURPOSES

Section 1.                    The purposes for which this Partnership is organized are to encourage the preservation

and improvement of the downtown area of Borough of Honesdale, and positively

influence the surrounding communities of Wayne County, Pennsylvania; to promote

and encourage the implementation of more effective techniques that will further the

preservation and improvement of the downtown area, to include but not be limited to

promotion and marketing, business retention, expansion, and recruitment, storefront

and public space design, and inter-organizational coordination, and other such interests

as may be determined by the Board of Directors to conduct seminars and other

educational programs concerning the preservation and improvement of the downtown

area to work with and assist other agencies, organizations and officials of local business,

economic development, and government in the preservation and improvement of the

downtown area and to receive, administer, and disburse funds in connection with any

activities related to the above purposes.

Section 2.                    In accomplishing the above purposes, this Partnership shall conform to the requirements

of the Internal Revenue Code provisions for the recognition of a non-profit organization

under Section 501 (c) (6) or the Internal Revenue Code of 1954, as now or hereinafter

amended.

Section 3.                    It is the intent of GHP to qualify as a non-profit, tax-exempt entity pursuant to Section

501 (c) (6) of the Internal Revenue Code of 1954, as now or hereinafter amended. In order to effectuate such intent, no part of the net earnings of the Partnership shall inure to the benefit of any of its participants or any other individual; and the GHP shall not

                                    participate in, or intervene in, any political campaign on behalf of any candidate for

public office.

Section 4.                    The area represented by this Partnership shall follow the corridors of US Route 6 and

SR 191 as they bisect Honesdale Borough and extend west from Court Street to

Commercial Street, as illustrated on the GHP boundary map contained herein. These

boundaries may be changed from time to time, consistent with the above stated

purposes, as determined by the Board of Directors.

ARTICLE III

BOARD OF DIRECTORS

Section 1.                    General Powers. Its Board of Directors shall manage the affairs of the Partnership.

Section 2.                    Number, Tenure, and Qualifications. (Amended August 2, 2006) The number of Directors on the Board shall not be less than eleven (11) or more than twenty (20). Directors shall be elected annually at the regular annual meeting of the Board of Directors. If election of Directors shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Until such time, the Board of Directors as currently comprised shall serve as the duly empowered Board of Directors of GHP. The term of office for each Director shall be three (3) years except as provided for in the following subsection 2a, however, such term shall not preclude a Director from serving consecutive terms on the Board of Directors with the assent of a majority vote of the Directors. Directors need not be residents of the Borough of Honesdale, but must have connection to the GHP area by virtue of business involvement, property ownership, or public and community service involvement.

Section 2a.                  As to the composition of the initial Board as seated at the October 1999 annual meeting,

an appointment resolution by the Board shall set special terms of office for current

Board members for three (3), two (2), and one (1) years in order to provide continuity

and stability in the direction of the activities of GHP.

Section 3.                    Vacancies and Resignations. Thereinafter, and at any time as such vacancy shall

present itself, vacancies on the board will be filled by nomination by the remaining

Board of Directors and a majority vote on such candidates as presented. Appointments

to vacancies shall serve for the unexpired term of office. Any Director may resign

from the Board upon written notice to the Board of Directors.

Section 4.                    Removal. A Director may be removed for cause by a vote of two-thirds (2/3) of all

Directors then in office. Such action shall be taken at a regular meeting of the Board

of Directors or at a special meeting called for such purpose at which time an opportunity

of representation shall be afforded to the member under consideration for removal, and

the proposed removal shall be set forth in the notice of any such regular or special

meeting sent at least ten (10) days prior thereto. In addition to such cause for removal

as contained in contractual agreements with the Commonwealth of Pennsylvania or the

Borough of Honesdale, and/or any applicable Statutes or Regulations, current or future,

as promulgated by the State and/or its Agencies regarding corporate activities, use of

public funds, malfeasance, negligence, conflict of interest, or willful misconduct, the

Board of Directors may adopt additional policies and procedures setting forth the

conduct, conditions, attendance of meetings, sanctions, and cause for removal as they

shall apply to the GHP Board of Directors, committee members, representatives,

appointees, and employees.

Section 5.                    Compensation. Directors shall not receive any stated salaries for their services, but by

resolution of the Board of Directors expenses of attendance, if any, may be allowed

for each regular of special meeting of the Board. Board approved or required attendance,

and travel, meals, and lodging related to meetings, seminar, conferences, and/or other

educational gatherings related to the purposes of the Partnership, as described in Section

II, shall be eligible for reimbursement by action of the Board of Directors.

Section 6.                    (Added August 2, 2006) Officers and directors must attend 2/3 of all meetings in the year to remain an active member of the board. Board members unable to fulfill this requirement will be removed at the discretion of the Board.

ARTICLE IV

MEETINGS

Section 1.                    Annual Meeting. (Amended July 11, 2007) The annual meeting of the Board of GHP shall be held in December at its office in Honesdale, Pennsylvania, or at any other place within the State of Pennsylvania as may from time to time be selected by the and at the time stated in notice thereof, for the purpose of electing or appointing Directors and officers for the ensuing year and/or for the transaction of such other business as may properly be brought before the meeting.

A Nominating Committee will be selected/appointed by the Board of Directors in October. The Nominating Committee will present a slate of officers for consideration at the November board meeting.

(Please note: this amendment has no bearing one way or another on our Annual Membership Meeting, which is held in November and open to both GHP and Non-GHP business owners. The re-organizational meeting will be held in January)

Section 2.                    Regular Meetings. Regular meeting of the Board may be held at such time and place

as may from time to time be selected by the Board of Directors or by the President or

Executive Committee as directed by the Board, the time and place of such regular

meetings shall be given in the manner hereinafter provided.

Section 3.                    Special Meetings. Special meetings of the Board may be called by the President and

shall be called by the President at the direction of not less than two (2) Directors then

in office at a time and place set forth in such notice. Any such requires for such meeting

shall state the purpose of the proposed meeting.

Section 4.                    Notice. Notice of the regular meeting and any special meeting of the Board shall be

given at least five (5) days prior by written notice to each member. Such notice may be

waived by the person or persons entitled to such notice by assent in writing or as duly

recorded in the minutes of such meeting. Attendance of a Director at any meeting shall

constitute a waiver of notice of such meeting, except where a Director attends a meeting

for the express purpose of objecting to the transaction of any business due to failure of

proper notice.

Section 5.                    Quorum. A majority of the Directors then in office shall constitute a quorum for the

transaction of business and the action of a majority of the Directors present at a meeting

at which a quorum is present shall be the action of the Board of Directors, except where

the action of the entire current board is required by other sections of the bylaws or

statute.

Section 6.                    Conduct of Meetings. Meetings of the Board shall be presided over by the President, or

in the President’s absence by the Vice President, or with the assent of the Board in

attendance by a designated member of the board.

Section 7.                    Action by Unanimous Written Consent. If and when the Directors shall severally or

collectively consent in writing to any action to be taken by the Partnership either before

or after the action is taken, such action shall be as valid a Partnership action as though it

had been authorized at a meeting of the Directors and the written comments shall be filed

with the minutes of the proceeding of the Board.

Section 8.                    Telephonic Conferences.  A director may participate in a meeting of Directors by a

conference telephone or similar communication equipment by which all persons

participating in the meeting may hear each other if all participants are advised of the

communications equipment and the names of the participants on the conference are

divulged to all participants. Participants in a meeting pursuant to this Section constitute

presence in person at the meeting.

Section 9.                    General Powers as to Negotiable Paper. The Board of Directors shall, from time to

time, prescribe the manner of signature or endorsement of checks, drafts, notes,

acceptance, bills of exchange, obligations and other negotiable paper or other

instruments for the payment of money and designate the officer or officers, agent or

agents, who shall from time to time be authorized to make, sign or endorse the same

on behalf of the Partnership.

Section 10.                  Powers as to Other Documents.  The Board of Directors may authorize any officer or

officers, agent or agents, to enter into any contract or execute or deliver any conveyance

or other instrument in the name of the Partnership, and such authority may be general or

confined to specific instances. When the execution of any such document has been

authorized without specification of the officers authorized to execute, the same may be

executed on behalf of the Partnership by any elected officer of the Board of Directors.

ARTICLE V

OFFICERS

Section 1.                    Officers. The officers of the Partnership shall be a President, Vice President,

Secretary, Treasurer, and such other officers as may be elected by the Board of

Directors. Officers whose authority and duties are not prescribed in these Bylaws

shall have the authority to perform the duties prescribed, from time to time, by the

Board of Directors. The same person, except the office of President and Secretary,

may hold any two or more offices.

Section 2.                    Term of Office. The term of office of all officers shall commence upon their election

or appointment and shall continue until the next annual meeting of the Partnership and

thereafter until their respective successors are chosen or until their resignation or

removal. Any officer of the Partnership may resign by written notice to the Partnership,

the resignation effective upon its receipt by the Partnership or at a subsequent time

specified in said notice. The Directors shall have power to fill any vacancies in any

offices occurring for whatever reason.

Section 3.                    Compensation. Officers of the Partnership shall serve without compensation.

Section 4.                    Removal. Any officer elected or appointed by the Board of Directors may be removed

for cause as provided for in Article III, Section 4, of these Bylaws by the Board of

directors or whenever in its judgment the best interests of the Partnership would be

served thereby.

Section 5.                    President. The President shall be the principal executive officer of the Partnership.

Subject to the direction and control of the Board of Directors, he or she shall see that

the resolutions and directives of the Board are carried into effect except in those

instances in which responsibility is assigned to some other person by the Board of

Directors: and, in general, he or she shall discharge all duties as may be prescribed

by the Board of Directors. Except as otherwise delegated to another official or agent

of the Partnership or prescribed by the Board, he or she may accomplish such

execution with or without the seal of the Partnership either individually or with any other

office thereunto authorized by the Board of Directors, according to the requirements of

the form of the instrument.

Section 6.                    Vice President. The Vice President shall in the absence or disability of the President

perform such duties and exercise the powers of the President and shall perform all

such other duties as prescribed by the Board of Directors.

Section 7.                    Secretary. The Secretary shall be responsible to attend all meetings of the Board of

Directors and record all votes and the minutes of all proceedings in a book to be kept

for that purpose. He or she shall give, or cause to be given, notice of all meetings of the

Board of which notice may be required, and shall perform such other activities as may

be prescribed by the Directors or by the President, under whose supervision he or she

shall act. The Secretary shall execute with the President all authorized conveyances,

contracts or other obligations in the name of the Partnership except as otherwise directed

by the Directors. The Secretary upon authorization of the Board of Directors may

delegate the performance of any such activities or duties, general or specific, to an agent

or employee of the Partnership provided responsibility for such activities resides with the

Secretary.

Section 8.                    Treasurer.  The Treasurer shall have custody of the funds and securities of the

Partnership and shall keep full and accurate accounts of receipts and disbursements of the

Partnership in books belonging to the Partnership and shall deposit all monies and other

valuable effects in the name and to the credit of the Partnership in such depositories as

may be designated by the Board of Directors. He or she shall disburse funds of the

Partnership as may be ordered by the Board, taking proper vouchers for such

disbursements, and shall render to the President and Director, at regular meetings of the

directors, or whenever they may require it, and account of all his or her transactions as

Treasurer of the Partnership. If required by the Directors, the Treasurer shall give the

Partnership a bond in such surety as shall be satisfactory to the Directors for the faithful

performance of the duties of his or her office and for restoration to the Partnership (in

case of his or her death, resignation, or removal from office) of all books, paper,

vouchers, money and other property of whatever kind in his or her possession or under

his or her control belonging to the Partnership. The Treasurer upon authorization of the

Board of Directors may delegate the performance of any such activities or duties,

general or specific, to an agent or employee of the Partnership provided responsibility

for such activities resides with the Treasurer.

Section 9.                    Other Officers. The Board of Directors shall elect or appoint from time to time such

other officers and prescribe their duties, responsibilities, and powers as shall be deemed

necessary for the purposes of the Partnership contained in Section II and as otherwise

determined by the Board of Directors.

Section 10.                  Executive Director.  The Executive Director shall serve at the discretion of the Board

of Directors and shall be the principal administrator for the conduct of all business of

the Partnership; implementing all policies and programs of the Partnership; facilitation

of the duties and responsibilities of the Officers of the Partnership; serve as ex-officio

member of the Board of Directors, the Executive Committee and any or all committees

of the Partnership as directed by the Board; supervising, directing, and managing all

other paid staff and performing other duties as the Board of Directors may require. The

Executive Director shall receive compensation for services as may be determined by the

Board of Directors.

ARTICLE VI

COMMITTEES

Section 1.                    Appointment of Committees. The Board of Directors, by resolution of a majority

of the Directors, may designate one or more committees, the number and constitution

of members to be determined by the Board, each of which shall be headed by one or

more of the Directors, who shall serve as chairperson(s), which committees, to the extent

provided in said resolution and not restricted by law, shall have and exercise the authority

to act on behalf of the Board of Directors under the purposes set forth in these Bylaws;

but the designation of such committees and the delegation thereto of authority shall not

operate to relieve the Board of Directors, or any individual Director, of any

responsibility imposed upon it, him or her, by law, and as such, no major non-grandfathered action, decision, or recommendation of any committee shall be acted upon without it first receiving the majority approval of the Board of Directors. Any new requests for funding, fundraising, loan applications, grant writing, purchases in excess of $100, or similar actions, which involve the GHP, or, a reasonable expectation that the action is sanctioned by the GHP must be approved by a majority of the board in advance of said action. If an “urgent” situation arises, the committee chairperson(s) shall contact the GHP President for permission and or advice. The Board President shall report their action/approval(s) at the next regular Board meeting. The committee chairperson(s) with the concurrence of other committee members, may appoint additional committee members or volunteers, as deemed necessary. A list of all committee members and volunteers shall be given to the Board of Directors at the next regular board meeting for review and or comment. Committee members and volunteers may be removed at the discretion of the board with valid reason. Committee members must be current GHP members. Volunteers must have connection to the GHP area by the virtue of business involvement, property ownership, public and community service involvement, or professional and/or experiential expertise related to the purpose of the committee.

Section 2.                    Term of Appointment. Each committee shall serve for one year from the time of their

appointment at the annual meeting in July or until the conclusion of the duties pre-

scribed by the Board of Directors, or dissolution of the committee by a majority vote

of the Board whichever occurs first; or in the case of an individual committee member,

until the expiration of his or her term, his or her resignation, death, or removal from the

committee. The current composition and number of committees shall serve until

reorganization of the Partnership at the annual meeting in October of 1999. Any member

of the committee may serve consecutive terms by majority vote of the Board of

Directors.

Section 3.                    Removal from Committees. The conditions set forth in Article III, Section 4, of these

Bylaws shall also apply to any person or persons appointed or elected to serve on any

committee of this Partnership by the Board of Directors or whenever in its judgment

the best interests of the Partnership would be served thereby.

Section 4.                    Vacancies. Vacancies in the membership of any committee may be filled by

appointments made in the same manner as provided in the case of the original

appointments.

Section 5.                    Quorum. Unless otherwise provided in the resolution of the Board of Directors

designating a committee, a majority of the whole committee shall constitute a

quorum and the act of a majority of the members present at a meeting shall be the act

of the committee.

Section 6.                    Rules. Each committee may adopt rules for its own government not inconsistent with

these Bylaws or with rules adopted by the Board of Directors.

ARTICLE VII

LIMITATION OF LIABILITY & INDEMNIFICATION

Section 1.                    Pursuant to House Bill 2072. Act No. 145 of the General Assembly of the

Commonwealth of Pennsylvania, all Corporate Directors and Officers are hereby

deemed to fall within the application of House Bill 2072 and all related amendments

there to and hereby exempt from personal liability for those duties and obligations

performed in the best interest of the Partnership hereto. It is hereby acknowledged that

the personal liability exemption does not cover the willful misconduct or recklessness

of any Director or Officer of the Partnership.

Section 2.                    Insurance. The Partnership shall have the power to purchase and maintain insurance

on behalf of any person who is or was a director, officer, employee or agent of the

Partnership or is or was serving at the requires of the Partnership as a director, officer,

employee or agent of another Partnership or other enterprise against any liability

asserted or incurred by such person.

ARTICLE VIII

ANNUAL REPORT & FISCAL YEAR

Section 1.                    Records. The Partnership shall keep correct and complete books and records of

account and shall also keep minutes of the proceedings of its Board of Directors and

committees having any authority of the Board of Directors.

Section 2.                    Annual Report. (Amended July 11, 2007)The Board shall direct the President and Treasurer to present at the May meeting of the Board a report showing in appropriate detail; the assets and liabilities, revenues and expenditures of the Partnership as of the end of the fiscal year immediately preceding the date of the report; the principal changes in the assets and liabilities of the Partnership as of end of the fiscal year immediately preceding the date of the report

Section 3.                    The fiscal year of the Partnership shall begin January 1 of each year and end on

December 31.

ARTICLE IX

AMENDMENTS

Section 1.                    The power to alter, amend, or repeal the Bylaws or adopt new Bylaws shall be vested

in the Board of Directors. Such action may be taken at a regular or special meeting for

which notice of the purpose shall be given. The Bylaws may contain any provisions for

regulation and management of the affairs of the Partnership not inconsistent with the law

or the Articles of Partnership. An amendment shall require the affirmative vote of three

quarters (¾) of those present at the meeting.

BE IT THEREFORE KNOWN TO ALL PRESENT, that these Organizational

Bylaws of the Downtown Honesdale Revitalization, Inc., aka: Greater Honesdale

Partnership, are hereby duly adopted and instituted by the unanimous vote of the

Board of Directors at their annual meeting.

ARTICLE X

ELECTIONS

Section 1                     Nomination of non-current board members to fill vacancies on the board of directors will

accepted by the Nominating Committee from September1 to September 15. Nominations must be in writing and include the name, address, and contact information of the nominee and the reason(s) that the nominator believes the person to be a good candidate for the board of directors.

Section 2                     Nominees must be GHP members in good standing and must be nominated by a minimum of two GHP members in good standing. A “member in good standing” is defined as a business person who has been an uninterrupted member of the Greater Honesdale Partnership for a minimum of two years and who has renewed their dues by June 1. Nominees must have connection to the GHP area by virtue of business involvement, property ownership, or public and community service involvement.

Section 3                    The nominating committee will ascertain the nominee’s eligibility, willingness to serve,

and complete understanding of the responsibilities associated with being placed on the

board, no later than October 1. This will include any current GHP board member whose

term is set to expire in December. Additionally, the nominating committee shall, by

September 1, contact any board member who, by virtue of the term, would automatically

continue as a board member for additional terms. These board members shall be asked if

they are able and willing to fulfill their term in office. If they choose not to fulfill their

term, this will    add to the number of vacancies available on the board of directors.

Section 4                    A full list of nominees will be sent to the general membership in October for their

consideration.

Section 5                    Any member who membership status is current and attends the annual meeting in

November will be asked to cast their silent ballot for their selection of nominees to fill the

vacancies on the board. One vote per business will be allowed. No proxies will be

permitted.

ARTICLE XI

PURCHASES

As the GHP is an organization dedicated to the growth and success of local business, and depends upon its membership for existence, all purchases/leases of  services, products, equipment, supplies, etc., by the GHP or its committees, should be made through fellow GHP members whenever feasible.

ARTICLE XII

BOARD MEMBER RENEWALS