PACIFIC PARK CONSERVANCY, INC.

(A New York Not-for-Profit Corporation)

BY-LAWS

Adopted as ofDecember 15, 2017

ARTICLE I
Name

Section 1.01. The name of this corporation shall be Pacific Park Conservancy, Inc. (the
"Corporati-on"),
ARTICLE II
offices

Section 2.01. The principal office of the Corporation within the State ofNew York shall be
located at One Metrotech Center, Brooklyn, New York 11201. The Corporation may also maintain
additional offices at such other places within or outside the State of New York as the Board of
Directors may from time to time determine.

ARTICLE m
Members

Sqction 3.01. Members. The Corporation shall initially have two (2) members (collectively,
the "Members"):

(a) The Pacific Park Owners Association LLC (the "Association Member"); and

(b) Atlantic Yards Venture, LLC d/b/a Greenland Forest City Partners (the "Developer
Member"); provided that upon the exercise and closing of the Termination Option (as defined
below) by the New York State Urban Development Corporation d/b/a Empire State
Development ("ESD"), in accordance with the terms and conditions of the Development
Agreement (as defined below), the Developer Member shall automatically become ESD or
ESD's designee as of the Conveyance Date (as defined in the Development Agreement).

As used herein, the term «Termination Option" shall have the meaning ascribed thereto in that
that certain Development Agreement, dated March 4th, 2010, by and among ESD, Atlantic
Yards Development Company, LLC, Brooklyn Arena, LLC and AYDC Interim Developer,
LLC, as amended by that certain Omnibus Amendment to Project Documents, dated as of June
27th, 2014, by and among ESD, Atlantic Yards Development Company, LLC, Brooklyn
Arena, LLC, AYDC Interim Developer, LLC, Brooklyn Arena Local Development, Greenland
Atlantic Yards LLC, AYDC Regional Development Company, LLC, Atlantic Yards B2
Owner, LLC and Brooklyn Events Center LLC, and as further amended by that certain Second
Amendment to Development Agreement, dated as ofDecember 12, 2014, by and among, ESD,
Atlantic Yards Venture, LLC, Brooklyn Arena, LLC, AYDC Interim Developer, LLC and AY
Phase II Development Company, LLC, as the same may have been, or may be, further amended
or modified from time to time (the "Development Agreement").
Each of the Members shall constitute a membership section entitled to appoint Directors of the
Corporation as set forth in Section 4.03. For the avoidance ofdoubt, the Association Member shall
not be entitled to vote on the appointment of Directors by the Developer Member, and the
Developer Member shall not be entitled to vote on the appointment of Directors by the Association
Member.

Section 3.02. Expiratjon of Developer Membershin. Upon the Completion ofthe Project,
the Developer Member shall automatically be removed as a Member and subsequently the
Corporation shall have one Member, the Association Member, and all references in these By-Laws
to the 'Members" shall be deemed to refer solely to the Association Member. "Completion ofthe
Project" shall mean the latter of (a) the Corporation has received fee title to all eight (8) acres of
open space on Blocks 1120, 1121 and 1129 on the Tax Map of the Borough of Brooklyn as set
forth in the Modified General Project Plan dated June 23,2009 for the Atlantic Yards Land Use
Improvement and Civic Project, and (b) the Developer Member or an affiliate of the Developer
Member has received fee title to all of the remaining land on such Blocks 1120,1121 and 1129.

Section 3.03. Meetings. A meeting of the Members shall be held annually for the
appointment of Directors and the transaction of such other business as may properly come before
the meeting or at such other date, time and place as determined by the Members. The Members
hereby waive any notice requirements under the Not-for-Profit Corporation Law for a meeting
held as specified in the preceding sentence or for action pursuant to Section 3.05 hereof. Special
meetings of the Members may be called by either Member, the Directors or by the Chairperson or
President by noticd specifying the date, time, location and purpose(s) thereof in accordance with
Section 605 of the Not-for-Profit Corporation Law.

Section 3.04. Ouorum and Voting. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, Members entitled to cast all of the votes entitled to be cast thereat
shall constitute a quorum at any meeting of Members for the transaction of any business, and any
action to be taken by vote ofthe Members shall be authorized by a unanimous vote of the Members
entitled to vote thereon.

Section 3.05. Astion_by_Members Withouta_Meeting. In lieu of meeting, including for

the purposes set forth in Section 3.03 hereof, any action required or permitted to be taken by the
Members may be taken without a meeting ifall Members entitled to vote thereon consent in writing
or electronically to such action, which consent shall set forth the action so taken. If written, such
consent must be executed by the Member's authorized officer, director, employee or agent signing
or causing such party' s signature to be affixed by any reasonable means, including facsimile
signature. If electronic, such consent may be sent by electronic mail and must set forth, or be
submitted with, information from which it can be reasonably determined that the transmission was
authorized by the Member. For the avoidance of doubt, appointment of Directors by a membership
section may be made upon the written or electronic consent of such membership section.

ARTICLE IV
Board of Directors

Section 4.01. power_gf_Board and Oualificationof-Directors. The Corporation shall be

managed by its Board of Directors. Each Director shall be at least 18 years of age.

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 Section 4.02. Injtial Directors. The initial Directors shall be persons named in the
Certificate of Incorporation. The terms of the initial Directors shall expire upon the appointment
of Directors by the Members.

Section 4.03. Xgtine Directors. The Board of Directors shall consist of up to thirteen (13)
voting Directors (the "voting Directors"), including up to eight (8) Directors appointed by the
Members, two (2) Directors appointed by ESD, and three (3) ex oflcio Directors, as follows :

(a) Up to eight (8) Directors shall appointed by the Members as follows (the "Member-
avvointed Directors"):

(i) Prior to Completion ofthe Project, up to one (1) Director shall be appointed
by the Association Member, and up to seven (7) Directors shall be appointed
by the Developer Member; and

(ii) After Completion of the entire Project, up to eight (8) Directors shall be
appointed by the Association Member; and

(b) Up to two (2) Directors, who must be involved in civic group(s) active in park
matters at the time of their appointment, shall appointed by ESD (the "ESD-appointed
Directors"; collectively with the Member-appointed Directors, the "appointed Directors"); and

(c) Three 0) ex o#icio Directors shall serve by virtue of the following positions (the
"ex-oicio Directors"):

(i) the Chair ofBrooklyn Community Board 2 or his or her designee, from and
after receipt of the CB2 Notice (defined below);

(ii) the Chair ofBrooklyn Community Board 6 or his or her designee; and

(iii) the Chair ofBrooklyn Community Board 8 or his or her designee.

The number of voting Directors provided herein may be increased or decreased only by
amendment of the these By-Laws, but no decrease shall eliminate any of the Member-appointed
Directors, the ESD-appointed Directors or the ex oficio Directors without the consent of the
appointing entity or the respective Community Board, as the case may be. The Chair of Brooklyn
Community Board 2, or his or her designee, shall become an ex Omcio Director (the "CB2 ex
o#icio Director") after receipt of written notice (the "CB2 Notice") from the Chair of Brooklyn
Community Board 2 notifying the Corporation that Brooklyn Community Board 2 elects to have
its representative on the Board. As used in these By-Laws, "entire Board" means the number of
voting directors appointed as ofthe most recently held appointment of Directors, as well as the ex
oflicio Directors (excluding the CB2 ex of#cio Director until receipt ofthe CB2 Notice) and any
Directors whose terms have not yet expired.

Section 4.04. Independent Directors. The Member with the right to appoint the greatest
number of voting Directors at any particular time shall be responsible for ensuring that the Board
contains at least three (3) voting Directors who meet the criteria for "independent directors" under
the Not-for-Profit Corporation Law.

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 Section 4.05. Non-VotinE Director. One individual designated by the Commissioner ofthe
Department ofParks and Recreation ofthe City of New York ("NYC Parks") shall serve as a non-
voting Director (the "non-voting Director"). The non-voting Director shall not have the right to
vote, shall not be counted for quorum purposes and shall not serve as a voting member of any
Committee of the Board, but otherwise shall be entitled to fully participate in all respects in the
activities of the Board. The non-voting Director shall not be eliminated without the consent of
NYC Parks.

Section 4.06. Ierm of Appointed Direct-ora. Each appointed Director shall hold office for
aterm of one (1) year and until such Director's successor has been appointed and qualified. There
shall be no limit on the number of terms a Director may serve.

Section 4.07. AD-pointment ESD-Appointed Directors. The Board shall give notice to
ESD in writing or electronically at least thirty (30) days prior to each annual meeting ofthe Board.
Such notice shall request that ESD appoint the ESD-app6inted Directors and notify the
Corporation of such appointment in writing or electronically at least ten (10) days prior to such
annual meeting.

Section 4.08. Vacancies. Vacancies occurring in the appointed Directors for any reason
may be filled by the party entitled to appoint such Director. A Director appointed to fill a vacancy
shall hold office until the next annual appointment of Directors, and until such Director's successor
shall have been appointed and qualified.

Section 4.09. Resignatiop. Any Director may resign from office at any time by delivering
a resignation in writing to the Corporation. Such resignation shall take effect at the time specified
therein, and unless otherwise specified, no acceptance of such resignation shall be necessary to
make it effective.

Section 4.10. Removal. Any Director may be removed with cause by the vote ofa majority
ofthe entire Board, effective immediately after such vote. Any Member-appointed Director may
be removed with or without cause by the Member that appointed such Director.

Section 4.11. Meetings of the Board. An annual meeting of the Board shall be held in the
Fall at the time and place fixed by the Directors, or at such other time as may be decided by the
Directors. The Board may fix the times and places for regular meetings ofthe Board, and no notice
of such meetings need be given. Special meetings of the Board may be called at any time by the
President or by any Director upon written demand of not less than one-fifth of the entire Board,
and notice of such special meetings may be given in writing or electronically. Notice of a meeting
need not be given to any Director who submits an electronic or signed written waiver of notice
whether before or after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice. A notice or waiver of notice need not specify the
purpose of any regular or special meeting of the Board. A majority of the Directors present,
whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 4.12. Ouorum and Voting. Unless a greater proportion is required by law, a
majority of the entire Board shall constitute a quorum for the transaction of business or of any
specified item of business. Except as otherwise provided by law or by these By-Laws, the vote of
a majority of the Directors present at a meeting at the time of the vote, if a quorum is present at
such time, shall be the act ofthe Board. Directors who are present at a meeting but not present at

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the time of a vote due to a related party transaction or other conflict of interest shall be considered
present at the time ofthe vote.

Section 4.13. Particinationby-Conference-Telehone_or-Xideoconference· Any one or

more members of the Board or of any committee thereof may participate in a meeting of such
Board or committee by means of a conference telephone, videoconference or similar
communications equipment, as such communications equipment may be provided in the
Corporation's discretion, provided that all persons participating in the meeting are able to hear
each other at the same time and participate in all matters before the Board or committee, including,
without limitation, having the ability to propose, object to, and vote upon specific action to be
taken by the board or committee. Participation by such means shall constitute presence in person
at a meeting.

Section 4.14. Written_Con-Rent of Directors. Any action required or permitted to be taken

by the Board or any committee thereof may be taken without a meeting if all members ofthe Board
or such committee consent in writing or electronically to the adoption of a resolution authorizing
such action. If written, such consent must be executed by the Director signing or causing such
Director's signature to be affixed by any reasonable means, including facsimile signature. If
electronic, such consent may be sent by electronic mail and must set forth, or be submitted with,
information from which it can be reasonably determined that the transmission was authorized by
the Director. Each resolution so adopted and the written or electronic consents thereto by members
ofthe Board or such committee shall be filed with the minutes ofthe proceedings of the Board or
such committee.

ARTICLE V
Committees

Section 5.01. Committees of the Board. The Board may create committees of the board,
each consisting of three or more Directors, and may appoint members of such committees,
provided that the appointment of executive committee members shall require a vote of the majority
of the entire Board. Only Directors may serve as members of committees of the Board, each of
which shall have all the authority of the Board to the extent provided in a Board resolution or the
Certificate of Incorporation or these By-Laws, except that no committee of any kind shall have
authority as to the following matters: (1) filling vacancies in the Board or in any committee; (2)
fixing compensation ofthe Directors for serving on the Board or on any committee; (3) amending
or repealing the By-Laws or adopting new By-Laws; (4) amending or repealing any resolution of
the Board which by its terms shall not be so amended or repealed; (5) the election or removal of
officers and Directors; (6) the approval of a merger or plan of dissolution; (7) the authorization of ~
the sale, lease exchange or other disposition of all or substantially all the assets ofthe Corporation;
(8) the approval of amendments to the Certificate of Incorporation; or (9) submission to the
members of any action requiring members' approval under the Not-for-Profit Corporation Law.
The Board may designate one or more Directors as alternate members of any such committee, who
may replace any absent member or members at any meeting of such committee. Each such
committee shall serve at the pleasure of the Board. The designation of any such committee and
the delegation thereto of authority shall not alone relieve any Director of such Director's duty to
the Corporation under the Not-for-Profit Corporation Law.

Section 5.02. Committees_ofthe CorRgration. Committees, other than committees of the

Board, shall be committees ofthe Corporation. Members of such committees ofthe Corporation

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may be non-directors and shall be elected or appointed by the Board. Such committees shall have
only the powers specifically assigned to them by the Board and may serve in an advisory capacity,
but no such committee shall have the authority to bind the Board. Each such committee shall·serve
at the pleasure of the Board.

ARTICLE VI
Officers, Agents and Employees

Section 6.01. General Provisions. The officers of the Corporation may include a
Chairperson, President, Secretary, Treasurer, and such other officers as the Board may determine.
Any two or more offices may be held by the same person, except the offices 6f President and
Secretary. No employee ofthe Corporation may serve as Chairperson or hold any title with similar
responsibilities.

Section 6.02. Isrm of Office, Vacancies and_Removal. The officers shall be elected (or
re-elected) by the Board at the annual meeting each year or at any special meeting called for the
election of officers. Each officer shall hold office until the annual meeting ofthe Board after such
officer's election and until such officer's successor has been elected and qualified. If an office
becomes vacant for any reason, the Board may fill such vacancy, and any officer so elected shall
serve until the next annual meeting and until such officer's successor has been elected and
qualified. Any officer may be removed by the Board with or without cause. Such removal without
cause shall be without prejudice to such person's contract rights, if any, but the election of any
person as an officer ofthe Corporation shall not of itself create contract rights.

Section 6.03. Powers and Duties of Officera. Subject to the control of the Board, all
officers as between themselves and the Corporation shall have such authority and perform such
duties in the management of the property and affairs of the Corporation as may be provided in
these By-baws or by resolution ofthe Board and, to the extent not so provided, as generally pertain
to their respective offices. T

Section 6.04. AEentS and EmploYees. The Board may appoint agents and employees who
shall have such authority and perform such duties as may be prescribed by the Board. The Board
may remove any agent or employee at any time with or without cause. Removal without cause
shall be without prejudice to such person's contract rights, if any, and the appointment of such
person shall not itself create contract rights.

Section 6.05. Comoenswition_of_Qfficers. Agentsand-Emnloyees. Officers may receive

compensation in such reasonable amounts as may be fixed by a majority vote of the entire
Board. The compensation of agents and employees appointed by the Board shall be fixed by the
Board, but this power may be delegated to any officer, agent or employee as to persons under that
person's direction or control. The Directors ofthe Corporation shall not be compensated for acting
as such; provided that Directors are not precluded from serving the Corporation in any other
capacity and receiving reasonable compensation for such service, subject to the requirements of
the Corporation's conflict of interest policy.

ARTICLE VII
Advisory Board

Section 7.01. -Advisorv Board Membera. The Board from time to time may create any
number of advisory boards and/or elect any number of advisory board members to assist the Board
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in its duties. Unless otherwise specified by the Board, advisory board members shall have no
duties, powers or obligations other than to render, either as individuals or as a group, advisory
opinions to the Board with regard to such matters pertaining to the business of the Corporation as
may be presented to them by the Board for consideration. The Board may make such rules and
regulations regarding meetings of advisory boards, and their rights and duties, as it may deem
appropriate.

Section 7.02. Term of Office. The term of office of each advisory board member shall be of
indefinite duration unless a term is specified by the Board at the time of election of such advisory
board member, but any advisory board member may be removed from office at any time, with or
without cause, by the Board.

ARTICLE VIII
Conservancy Obligations

Section 8.01. Budzet. Upon acquisition of title to any portion of Pacific Park, the
Corporation shall be subject to, and the Board shall ensure compliance with, the "Conservancy
Obligations" under the Declaration Establishing the Pacific Park Owners Association by New
York State Urban Development Corporation d/b/a Empire State Development (the 'TOA
Declaration"), including but not limited to submission of a proposed annual budget for approval
by the Association Member pursuant to the procedure set forth in the POA Declaration.

Section 8.02. Rules and Resrulations. Creation and modification of and new additions to
rules and regulations governing the programming and use of Pacific Park shall be consistent with
the Operating Standard (as defined in the POA Declaration) and shall require Board approval.

ARTICLE IX
Miscellaneous

Section 9.01. Fiscal Year. The fiscal year ofthe Corporation shall be the calendar year or
such other period as may be fixed by the Board.

Section 9.02. Clhecks. Notes, Contracts. Each of the President and Treasurer, and such
other officers, employees or agents as the Board shall designate from time to time, is hereby
authorized on the Corporation's behalfto sign checks, notes, drafts, acceptances, bills ofexchange
and other orders or obligations for the payment of money; to enter into contracts; and to execute
and deliver other documents and instruments, subject to the following conditions: (1) any contract i
or expenditure involving a potential conflict of interest or a related party transaction shall be ,
subject to the Corporation's Conflict of Interest Policy, (2) any contract or expenditure involving
the purchase, sale, mortgage, encumbrance or lease of real property shall require prior Board
approval as required by law, and (3) any contract or expenditure in that is either not within the
Board-adopted budget or in excess of One-Hundred Thousand Dollars ($100,000) in any one year
shall require prior Board approval.

Section 9.03. Books and Records. The Corporation shall keep at its principal office in the
State of New York (1) correct and complete books and records of accounts, (2) minutes of the
proceedings of the Members, the Board and any committee of the Board or the Corporation, and
(3) a current list or record containing the names and addresses of all Members, Directors and
officers of the Corporation. Any of the books, records and minutes of the Corporation may be in

7
written form or in any other form capable of being converted into written form within a reasonable
time.

Section 9.04. Annual Report. The Directors shall present at the annual meeting of the
Members a report, verified by the President and Treasurer or by a majority of the Directors, or
certified by an independent public or certified public accountant or a firm of such accountants
selected by the Board, showing in appropriate detail the following: (1) the assets and liabilities,
including the trust funds, ofthe Corporation as ofthe end ofthe most recent 12-month fiscal period
for which such report has been verified or certified; (2) the principal changes in assets and
liabilities, including trust funds, during said fiscal period; (3) the revenue or receipts of the
Corporation, both unrestricted and restricted to particular purposes, during said fiscal period; (4)
the expenses or disbursements ofthe Corporation, for both general and restricted purposes during
said fiscal period; and (5) the number of Members of the Corporation as ofthe date of the report,
together with a statement of increase or decrease in such number during said fiscal period, and a
statement ofthe place where the names and addresses ofthe current Members may be found. This
report shall be filed with the minutes ofthe annual meetings ofthe Board.

Section 9.05. Indemnification_and Insurance. To the fullest extent permitted by applicable

law, the Corporation shall indemnify any person made, or threatened to be made, a party to an
action or proceeding other than one by or in the right of the Corporation to procure a judgment in
its favor, whether civil or criminal, by reason ofthe fact that such person or such person's testator
or intestate is or was a Director or officer of the Corporation or serves or served any other
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any
capacity at the request ofthe Corporation, and the Corporation may advance such person's related
expenses. The Corporation shall have the power to purchase and maintain insurance to indemnify
the Corporation and its Directors and officers to the fullest extent such indemnification is permitted
by law.

ARTICLE X
Amendments

Section 10.01. Certificate of Incorporation. The Certificate of Incorporation may be

amended by the Members in accordance with the Not-for-Profit Corporation Law. The Directors
may recommend amendments for consideration by the Members.

Section 10.02. Bv-Laws. These By-Laws may be amended by the Members or by majority
vote of the Board. Any By-Law adopted by the Board may be amended or repealed by the
Members, and any By-Law adopted by the Members may be amended or repealed by the Board,
except that the Board sliall not amend or repeal (i) a By-Law adopted by the Members which
provides that such By-Law shall not be subject to amendment by the Board or (ii) any By-Law in
a manner which alters the rights or responsibilities ofthe Members. If any By-Law regulating an
impending election or appointment of Directors is adopted, amended or repealed by the Board
there shall be set forth in the notice of the next meeting of the Members for the appointment of
Directors the By-Law so adopted, amended or repeated, together with a concise statement of the
changes rnade.

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Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023

EXHIBIT C
COMPENSATION POLICY
 PACIFIC PARK CONSERVANCY, INC.
COMPENSATION POLICY

In compliance with Internal Revenue Service guidelines for approval of senior management
compensation, the Board of Directors of Pacific Park Conservancy, Inc. (the "Corporation") will follow
the following review and approval guidelines.

Individuals-Sub'ectiothis«Polic (defined as "Covered Individuals"):

o Chbf«Emloyed Ex£gltivea: The individual or individuals who have the ultimate responsibility for
implementing the decisions of the Corporation's governing body or for supervising the management,
administration, or operations ofthe Corporation, including the Corporation's top management official
and top financial official. If this ultimate responsibility resides with two or more individuals who may
exercise such responsibility in concert or individually, then each individual should be included.

• Officers: A person elected or appointed to manage the Corporation's daily operations, such as a
president, secretary, or treasurer. The officers of an organization are determined by reference to its
organizing document, bylaws, and include, at a minimum, those officers required by applicable state
law.

• Key Employees: Individuals who are not a Chief Employed Executive or an officer of the
Corporation, but who meet Rll of the following criteria:

1. $150,000 Threshold. The individual receives reportable compensationt from the Corporation
and all related organizations2 in excess of $150,000 for the calendar year ending with or
within the Corporation's tax year;

2. Responsibility Criteria. The individual:

a) has responsibilities, power or influence over the Corporation as a whole that is similar
to those of officers, directors, or trustees;
b) manages a discrete segment or activity of the Corporation that represents 10% or more
of the activities, assets, income, or expenses of the organization, as compared to the
organization as a whole; m
c) has or shares authority to control or determine 10% or more of the Corporation's
capital expenditures, operating budget, or compensation for employees.

3. Top 20 Limitation. In addition to meeting the $150,000 threshold and the Responsibility
Criteria, the individual is one ofthe top 20 most highly compensated employees (including all
income from the Corporation and related organizations) for the calendar year ending with or
within the Corporation's calendar year.

1 Compensation that is reported on Form W-2, Box 5, or in Box 1 if the employee's compensation is not reported in Box 5, or
Form 1099-MISC, Box 7, filed for the calendar year ending with or within the organization's tax year.

2 An organization that stands in one or more of the following relationships to the filing organization: (1) Parent - an organization
that controls the filing organization; (2) Subsidiary - an organization controlled by the filing organization;
(3) Supporting/Supported - an organization that is (or claims to be) at any time during the organization's tax year (i) a supporting
organization of the filing organization within the meaning of Section 509(a)(3), if the filing organization is a supported
organization within the meaning of Section 509(f)(3), or (ii) a supported organization, if the filing organization is a supporting
organization.
Procedurefor-ARDroviniLComnensation
In reviewing and approving the compensation of any Covered Individuals, the Corporation's Board of
Directors, or a delegated committee of the Board (referred to as the "Approval Body" below), will utilize
the following process:

1. ImPartial_Decision Makers. The compensation arrangement must be approved in advance

(before any payment is made) by the Approval Body of the Corporation composed entirely Of
individuals who do not have a conflict of interest with respect to the compensation
arrangement (example: neither the executive whose compensation is being determined nor
any of his/her family members may be present during the discussion/debate or participate in
the vote).

2. Comparability Daia. When the Approval Body is considering compensation to Covered

Individuals, it must rely on comparability data that demonstrate the fair market value of the
compensation in question. For example, when crafting compensation packages, the Approval
Body must secure data that documents compensation levels for similarly qualified individuals
in like positions at like organizations in like locations. This data may include, without
limitation, the following:

a) expert compensation studies by independent firms;

b) written job offers for positions at similar organizations;
c) documented telephone calls about similar positions at both nonprofit and for-profit
organizations; ·and
d) information obtained from the IRS Form 990 filings ofsimilar organizations.

3. Concurrent Doc-umentation. The Approval Body must document how it reached its decisions,
including the data on which it relied. To qualify as concurrent documentation, written or
electronic records of the Approval Body (such as meeting minutes) must note:

a) the terms of the compensation and the date it was approved;

b) the members of the Approval Body who were present during the debate on the
compensation that was approved and those who voted on it;
c) the comparability data obtained and relied upon and how the data were obtained; and
d) any actions taken with respect to consideration of the compensation by anyone who is
otherwise a member of the Approval Body but who had a conflict of interest with respect
to the decision on the compensation.

For additional information, please contact the Secretary.

The Corporation reserves the right to modify or amend this policy at any time.

This Compensation Policy was adopted by the Board as of December 15, 2017.
Pacific Park Conservancy, Inc.
EIN: 82-2723956
Attachments to Form 1023

EXHIBIT D
CONFLICT OF INTEREST POLICY
 PACIFIC PARK CONSERVANCY, INC.
CONFLICT OF INTEREST POLICY

The purpose of this conflict of interest policy (the "Policy") is to ensure that the Directors, Officers and
Key Persons of Pacific Park Conservancy, Inc. (the "Corporation"), and any other person who exercises
the powers of Directors, Officers or Key Persons over the affairs of the Corporation (each, a "Covered
Person"), act in the Corporation's best interest and comply with applicable legal requirements. This
Policy is also intended to protect the interests ofthe Corporation when it is contemplating entering into a
transaction or arrangement that might benefit the private interest of a Covered Person. This Policy is
intended to supplement, but not replace, any applicable state and federal laws governing conflict of
interest applicable to non-profit and charitable organizations. This Policy is designed to be consistent
with the requirements of the New York Not-for-Profit Corporation Law as revised by the Non-Profit
Revitalization Act of 2013 and subsequent amendments ("NPCL'D. Capitalized terms not defined herein ~
are defined in the Definitions attached at the end of this Policy. The Board of Directors shall adopt and
oversee the implementation of and compliance with this Policy. /

1. POTENTIALCONELICISOEINTEREST AND RELATEDPARIYTRANSACTIONS

A "Potential Conflict of Interest" may arise when: (i) a Covered Person has a financial interest in a
transaction or arrangement of the Corporation which would trigger review as a Related Party Transaction
or otherwise; (ii) a Covered Person has a non-financial interest in a transaction or arrangement of the
Corporation; (iii) a Covered Person receives compensation for services, directly or indirectly, from the
Corporation; (iv) a Covered Person or a Relative of a Covered Person is an Officer, Director, trustee,
Member, owner or employee of any entity with which the Corporation has a relationship; or (v) a Covered
Person's obligation to further the Corporation's purposes and to act for the benefit of the Corporation is
otherwise at odds with such Covered Person's own interests, such as through personal relationships with
family members, friends and employees with whom the Corporation has a relationship or who represent ~
entities with which the Corporation has a relationship. If there is any uncertainty, a Covered Person is
encouraged to treat the relationship as a Potential Conflict of Interest.

A "Related Party Transaction" is any transaction in which a Related Party has a Financial Interest and
in which the Corporation or any Affiliate ofthe Corporation is a participant, except that a transaction shall
not be a Related Party Transaction if: (i) the transaction or the Related Party's Financial Interest is de
minimis; (ii) the transaction would not customarily be reviewed by the Board or boards of similar
organizations in the ordinary course of business and is available to others on the same or similar terms; or
(iii) the transaction constitutes a benefit provided to a Related Party solely as a member of a class of the
beneficiaries that the Corporation intends to benefit as party of the accomplishment of its mission, which
benefit is available to all similarly situated members of the same class on the same terms. A Related
Party Transaction is a type of Conflict of Interest.

2. DUTY TO DISCLOSE

Promptly upon becoming aware of any Potential Conflict of Interest, a Covered Person must disclose the
existence of such Potential Conflict of Interest to the Board or an authorized committee thereof (the
"Reviewing Body") by submitting all material facts in written or electronic form to the Designated
Compliance Officer of the Corporation. The Designated Compliance Officer shall provide such
information to the Chair of the Board or the chair of an authorized committee thereof and to the other
Directors considering the proposed transaction or arrangement. Such disclosures shall be made, as
appropriate: (i) prior to the Covered Person first becoming associated with the Corporation, including
prior to a Director's election or appointment, (ii) at the time the Covered Person acquires the financial or
other interest giving rise to the Potential Conflict of Interest, (iii) at the time of the Covered Person's

1
 annual disclosure statement, or (iv) at the time the Covered Person learns that the Corporation is
considering a transaction or arrangement in which such Covered Person has a Potential Conflict of
Interest. If the Covered Person is the Designated Compliance Officer, disclosure shall be made to another
- appropriate Officer.

3. EXCEPTIONSTO_POTENTIAL CONFLICT OF INTERESTS

The following situations shall not require review as Potential Conflicts of Interest; provided, however,
that any such transaction in which a Related Party has a Financial Interest shall require review as a
Related Party Transaction.

(a) Advocating and Voting for the Interests of Members and Community Organizations. The
Board of the Corporation has been constituted with Directors intended to represent specific and diverse
public interests. As such, relationships or affiliations between Covered Persons and the Members or
community organizations that they represent, including simultaneously holding positions with the
Corporation or such other organizations, shall not be considered at odds with a Covered Person's
obligation to further the Corporation's purposes and to act for the benefit of the Corporation, and
advocating and voting for the interests of such Members or community organizations shall not be a
Conflict of Interest.

(b) Obligations under the POA Declaration. The Corporation's title to its real property is subject
to that certain Declaration Establishing Pacific Park Owners Association and Certain Covenants,
Conditions, Easements and Restrictions by New York State Urban Development Corporation d/b/a
Empire State Development (the "POA Declaration") made as of December 19, 2016. Actions of the
Corporation that are consistent with and in furtherance of the obligations under the POA Declaration shall
not be a Conflict of Interest.

(c) Covered Persons Benefitting from Pacific Park. Any general benefits to Covered Persons as
community members, Park users, or as owners, tenants or occupants of the Project (as defined in the
Corporation's By-Laws) arising from the existence, operation or use of Pacific Park are hereby
determined to be benefits provided' to such parties solely as a member of a class that the Corporation
intends to benefit as part of the accomplishment of its mission. Provided that such benefits are provided
in good faith and are available to all similarly situated members ofthe same class on the same terms, such
general benefits shall not require review as a Conflict of Interest, and Covered Persons shall not be
prohibited from participating in deliberations or voting on transactions that affect such general benefits;
provided, however, that any transaction that may result in a particular benefit to a Covered Person
(beyond the benefit(s) provided to the class of which they are a member) shall require review as a
Conflict of Interest.

(d) Operating Budget. Covered Persons shall not be prohibited from deliberations or voting on the
Corporation's operating budget, which is not a transaction, agreement or other arrangement for purposes
of review as a Related Party Transaction or a Potential Conflict of Interest; provided, however, that any
transactions, agreements or other an·angements reflected within the operating budget that may be Related
Party Transactions or Potential Conflicts of Interest shall be reviewed in accordance with this Policy.

4. RETERMININGEHETHER_A_BELATER_PARILTRANSACTION_OLOTHER
CONFLICT OF INTEREST EXISTS

A Covered Person may disclose a Potential Conflict of Interest as a Related Party Transaction, as a
Related Party Transaction in which there is a substantial Financial Interest, as an actual Conflict of
Interest, or as falling under one of the exceptions set forth above. Otherwise, such determination shall be

2
made by the Reviewing Body. After disclosure of the Potential Conflict of Interest and all material facts,
the Reviewing Body may request that the Covered Person present information or answer questions. After
any discussion with the Covered Person, he/she shall leave the Reviewing Body meeting while the
Potential Conflict of Interest is discussed and voted upon, and the remaining Reviewing Body members
shall decide if the Potential Conflict of Interest requires review as a Related Party Transaction, requires
additional scrutiny as a Related Party Transaction with a substantial Financial Interest, requires review as
another Conflict of Interest, falls under one of the exceptions set forth above, or otherwise does not
represent a Conflict of Interest.

5, PROCEDIBES FOR RELATEDPARILTRANSACTIONS

In accordance with the NPCL, any Related Party who has an interest in a Related Party Transaction shall
disclose in good faith to the Reviewing Body the material facts concerning such interest. No Related
Party may participate in deliberations or voting relating to a Related Party Transaction in which' such
party has an interest; provided, however, that nothing in this Policy shall prohibit the Reviewing Body
from requesting that a Related Party present information as background or answer questions concerning a
Related Party Transaction at a meeting of the Reviewing Body prior to the commencement of
deliberations or voting relating to such transaction.
The Corporation shall not enter into any Related Party Transaction unless the transaction is determined by
the Reviewing Body to be fair, reasonable and in the Corporation's best interest at the time of such
determination. In addition, if the Related Party has a substantial Financial Interest in a Related Party
Transaction, the Reviewing Body shall: (i) prior to entering into the transaction, consider alternative
transactions to the extent available; (ii) approve the transaction by not less than a majority vote of the
Directors or committee members present at a meeting; and (iii) contemporaneously document in writing,
in accordance with Section 10 below, the basis for its approval, including its consideration of any
alternative transactions.
Any transaction in violation ofthis section shall be voidable by the Corporation.

6. PROCEDURESEORADDRESSINGACONFLICTOFINTEREST_NOLINVOLYINGA
RELATED PARTY TRANSACIIQN

If it has been determined that a Conflict of Interest not involving a Related Party Transaction exists: (i)
the Covered Person may make present information as background or answer question at the Reviewing ~
Body meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the
vote on, the transaction or arrangement involving the Conflict of Interest; and (ii) the Reviewing Body ,
shall determine by a majority vote of the disinterested Directors present at the meeting (if a quorum is
present) whether to approve the transaction. In no event shall the person with the conflict attempt to
influence improperly the deliberations or voting on the matter giving rise to the Conflict of Interest.

7. COAIPEN-SATION AND REIMBURSEMENT

Transactions related to compensation of Directors, Officers, Key Persons or other employees or

reimbursement of reasonable expenses incurred by a Related Party on behalf of the Corporation are not
considered Related Party Transactions, unless the individual is otherwise a related party based on some
other status, such as being a relative of another Related Party. However, such transactions must be
reasonable and commensurate with services performed, and the person who may benefit may not be
present at or participate in any Reviewing Body deliberation or, vote concerning such person's
compensation or reimbursement (although he or she may be present before deliberations at the request of
the Reviewing Body in order to provide information or answer questions). The fixing of compensation of
Officers shall require the affirmative vote of a majority ofthe entire Board.

3
 8. OUORUM
Directors who are present at a meeting but not present at the time of a vote due to a Related Party
Transaction or other Conflict of Interest shall be considered present at the time ofthe vote.

9. MIOLATIONS-OE.THE CONFLIQI-QLINIEREaTPOLICY
If the Reviewing Body has reasonable cause to believe that a Covered Person has failed to disclose a
Conflict of Interest or Potential Conflict of Interest, it shall inform such person of the basis for such belief
and afford the Covered Person an opportunity to explain the alleged failure to disclose. If, after hearing
the Covered Person's response and after making further investigation as warranted by the circumstances,
the Reviewing Body determines the Covered Person has failed to disclose a Conflict of Interest or
Potential Conflict of Interest, it shall take appropriate corrective action.

10. RECORDS OF PROCEEDINGS

The minutes of the Reviewing Body reviewing a Related Party Transaction, other Conflict of Interest or
Potential Conflict of Interest shall be prepared on a contemporaneous basis and shall contain, as
appropriate: (i) the names of the persons who disclosed or otherwise were found to have a Conflict of
. Interest or a Potential Conflict of Interest, the nature and material facts of the interest, any action taken to
determine whether a Conflict of Interest was present, and the Reviewing Body decision as to whether a
Related Party Transaction or other Conflict of Interest in fact existed; (ii) the names of the persons who
were present for discussions and votes relating to the transaction or arrangement, the content of the
discussion, including any alternatives to the proposed transaction or arrangement, and a record of any
votes taken in connection with the proceedings; (iii) a statement that the transaction was found to be "fair,
reasonable and in the Corporation's best interest at the time of such determination" (required for Related
Party Transactions); and (iv) if the Related Party has a substantial Financial Interest in a Related Party
Transaction, the minutes must contain the basis for the approval, including a description ofthe alternative
transactions considered.

11. CONEL1ICT<OF INTEREST_STATEMENTS

Promptly following adoption of this Policy, and thereafter prior to the initial election or appointment of
any Director or Officer or the initial hiring of any Key Person, each Covered Person shall complete, sign
and submit to the Designated Compliance Officer a Conflict of Interest Statement in the attached form, or
such other form as may be adopted by the Reviewing Body from time to time. At least annually
thereafter, or upon any relevant change of circumstances, each Covered Person shall submit either (a) a
revised Conflict of Interest Statement or (b) an Update of Conflict of Interest Statement which certifies
that the prior statement remains unchanged except as disclosed therein, in the attached form. The
Designated Compliance Officer shall provide a copy of all completed statements and certifications to the
Chair of the Reviewing Body, which shall review the disclosed information to assess whether the
disclosed relationships raise Conflicts of Interest or Potential Conflicts of Interest and to determine
appropriate steps to manage or resolve such conflicts. A copy of each disclosure statement shall be
available to any Director of the Corporation on request.

12. ADOPTION

This Conflict of Interest Policy was adopted by the Board as of December 15,2017.

4
 CONFLICT OF INTEREST POLICY DEFINITIONS
"Affiliate": Any entity controlled by, or in control of,
the Corporation. LNPCL # 1021
"Board": The body responsible for the management of
the Corporation. lMPCL f 1021
"Chair": The chairperson of the Corporation or, if no
5uch officer has been elected by the Board, the president
ofthe Corporation.
"Conflict of Interest": A Potential Conflict of Interest
that has either been disclosed as, or determined by the
Board or the Reviewing Body to be, either a Related
Party Transaction or an actual conflict of interest.
"Covered Person": Any Director, Officer or Key
Person of the Corporation, or any other person who
exercises the powers of Directors, Officers or Key
Persons over the affairs ofthe Corporation.
"Designated Compliance Officer": The secretary or
other designated Officer of the Corporation. For
purposes of this Policy, submissions to the Designated
Compliance Officer may be made c/o the principal office
of the Corporation.
"Director": Any member of an organization's Board,
whether designated as director, trustee, manager,
governor or by any other title. LNPCL 5 1021
"Financial'Interest": Any Financial Interest, including
directly or indirectly, through business, investment, or
family: (i) an ownership 6r investment interest in any
entity with which the Corforation has, or is considering
entering into, a transaction or arrangement; (ii) a
compensation arrangement with the Corporation or with
any entity or individual with which the Corporation has,
or is considering entering into, a transaction or
arrangement, which compensation arrangement is based
on or influenced by the outcome of such transaction or
arrangement; or (iii) a potential ownership or investment
interest in, or compensation arrangement with, any entity
or individual with which the Corporation is negotiating a
transaction or arrangement. For these purposes,
compensation includes direct and indire~t remuneration
as well as gifts or favors that are not insubstantial in
nature.
"Key Person": A "Key Person" is any person other
than a Director or Officer, whether or not an employee
of the Corporation, who (i) has responsibilities, or
exercises powers or influence over the Corporation as a
whole similar to the responsibilities, powers, or
influence of Directors or· Officers; (ii) manages the
Corporation, or a segment of the Corporation that
represents a substantial portion of the activities, assets,
income or expenses of the Corporation; or (iii) alone or
with others controls or determines a substantial portion
of the Corporation's capital expenditures or operating
budget. INPCL § 102/
"Member": One having membership rights in a
corporation in accordance with the provisions of its
certificate of incorporation or by-laws. INPCL # 1021
"Officer": Any chair, pfesident, vice-president,
secretary, treasurer or other officer of an organization
elected or appointed by the Board, as provided in the by-
laws.
"Potential Conflict of Interest": A potential conflict of
interest as described in Section 1 of this Policy.
"Related Party": Any (i) Director, Officer or Key
Person of the Corporation or any Affiliate of the
Corporation; (ii) Relative of any individual described in
(i); or (iii) entity in which any individual described in (i)
or (ii) has a 35% or greater ownership or beneficial
interest or, in the case of a partnership or professional
corporation, a direct or indirect ownership interest in
excess of 5%. INPCL § 1021
"Relative": An individual's spouse or domestic partner
as defined in Public Health Law § 2994(a), ancestors,
brothers and sisters (whether whole or half blood),
children (whether natural or adopted), grandchildren,
great-grandchildren, or spouse or domestic partner of
brothers, sisters, children, grandchildren and great-
grandchildren. /NPCL § 1021
Name: -- Date: - -

CONFLICT OF INTEREST STATEMENT

Directors, C?Oicers and Key Persons (each, a "Covered Person") of Pacific Park Conservancy, Inc. (the
"Corporation") must complete, sign and submit a Conflict of Interest Statement in accordance with the
Corporation's Conflict of Interest Policy, adopted as of December 15, 2017 (the "Conflict of Interest
Policy'D, prior to his or her initial election or appointment (for Directors and (207cers) or prior to his or
her initial hiring or involvement (for Key Persons). At least annually thereafter, or upon any relevant
change of circumstances, each Covered Person shall submit either (a) a revised Conflict of Interest
Statement or (b) an Update of Conflict of Interest Statement which certifies that the prior statement
remains unchanged except as disclosed therein. All such statements and certification shall be submitted
to the Designated Compliance Officer, who shall provide a copy of all completed statements and
certifications to the Chair of the Reviewing Body. A copy of each disclosure statement shall be available
to any Director of the Corporation on request.
Please answer the following questions to the best of your knowledge. If additional space is needed,
please attach a separate sheet. Refer to the Conflict of Interest Policy for definitions of capitalized terms.
Ifno information is required to answer a question, please answer "no, ." none, . not applicable" or "NA."
65

A. BOARD SERVICE/ANTICIPATED BOARD SERVICE (for Directors only):

1. Appointed by Developer Member (as defined in the Corporation's By-laws)

2. Appointed by Association Member (as defined in the Corporation's By-laws)

3. Appointed by Empire State Development.

Civic group affiliation:-

4. Community Board # ex oficio Director. Position:

5. Parks Department non-voting Director. Position:

B. PACIFIC PARK AFFILIATION (if any): Please describe.

1. - Owner: _____ _______

2. Tenant: -
3. Employee: -

4. Other Governance:-

5. Other: -

C. INDEPENDENT DIRECTOR CRITERIA (for Directors only):

1. Are you currently, or have you been within the past three years, an employee or Key Person
of the Corporation or an Affiliate, or do you have a Relative who is, or has been within the
last three years, a Key Person of the Corporation or an Affiliate? Ifyes, please describe.

YES -
NO

1
 2. Have you received, or do you have a Relative who has received, in any of the last three fiscal
years, more than $10,000 in direct compensation from the Corporation or an Affiliate (other
than reasonable expense reimbursement or reasonable compensation as a Director)? Ifyes,
please describe.

YES NO

3. Are you a current employee of or do you have substantial Financial Interest in, or do you
have a Relative who is a current Officer of or has a substantial ·Financial Interest, an entity
that has (or may have) provided payments, property or services to, or received payments,
property or services from, the Corporation or an Affiliate, in an amount which, in any of the
last three fiscal years, exceeds the thresholds set forth in the definition of "independent
director" in NPCL § 102(a)(21), subject to the exclusions from "payment" set forth therein?
If yes, please disclose any such entities that may trigger the threshold and describe relevant
status or Financial Interest.

YES -
NO

D. RELATED PARTY TRANSACTION CRITERIA

1. List any entity in which you or any Relative have a 35% or greater ownership or beneficial
interest or, in the case of a partnership or professional corporation, a direct or indirect
ownership interest in excess of 5%, and with which the Corporation or any A#iliate has (or
may likely have) arelationship. Please describe the interest and the relationship.

SEE ATTACHED NONE

2. List any transaction in which you, any Relative, or any entity disclosed in #4 above has a
Financial Interest and in which the Corporation or any *Jiliate of the Corporation is (or may
Rkely be) a pardcipant. Please describe thefinancial interest.

SEE ATTACHED -
NONE

3. Note whether any Financial Interest disclosed in #D2 above is substantial.

E. OTHER POTENTIAL CONFLICTS OF INTEREST (ifnot disclosed above):

1. List any entity of which you are or any Relative is an Otlicer, Director, trustee, Member,
owner (either as a sole proprietor or a partner), or employee and with which the Corporation
or an ~iliate has (or may likely have) a relationship. Please describe the position and the
relationship.

SEE ATTACHED -
NONE

2. List any transaction or arrangement in which the Corporation or an A~liate is (or may likely
be) a participant and in which you might have a conflicting interest. Please describe the
interest.
SEE ATTACHED NONE

3. List any other circumstance in which your obligation to further the Corporation's purposes
and to act for the benefit of the Corporation is otherwise at odds with your own interests, such
as through personal relationships with family members, friends and employees with which
2
 the Corporation has a rela~nship or who represent entities with which the Corporation has a
relationship. Please describe the circumstance and the relationship.

SEE ATTACHED NONE

F. CERTIFICATIONS: I hereby acknowledge that:

(i) The answers to the foregoing questions are stated to the best of my knowledge.

(ii) I have received, read and understand the Conflict of Interest Policy adopted as of
December 15, 2017.

(iii) I have and will continue to comply with such Policy.

IN WITNESS WHEREOF, the undersigned has executed this Statement as of -

BY:
Name: -
Title: -
(Director, Olficer, Key Person, etc.
of Pacijic Park Conservancy, Inc.)

Contatilnformationfor Board Commlinications:

Name:
Title:
Address: j

Email:
Facsimile:

3
Name:-_____ __ _ Date:

UPDATE OF CONFLICT OF INTEREST STATEMENT

I have reviewed the Conflict of Interest Statement dated , as supplemented by

additional Statements or Updates dated - (if any),
which I previously submitted pursuant to the Conflict of Interest Policy of Pacific Park Conservancy, Inc.,
and I confirm that such listed Statement(s) and Updates (if any) are currently correct, except as otherwise
noted below:

I hereby confirm the accuracy of all certifications made in the Conflict of Interest Statement dated
- as if such certifications were made as ofthe date ofthis Update.

IN WITNESS WHEREOF, the undersigned has executed this Update as of -2-'

BY:
Name:
Title:
(Director, Oficer, Key Person, etc.
of Pacific Park Conservancy, Inc.)

Contact Information for Board Communications:

Name:
Title:
Address:

Email:
Facsimile: