CERTIFICATE OF INCORPORATION

OF
WEST HILL BEACH CLUB, INC.
(A Stock Corporation)

FIRST: The name of the corporation is WEST HILL BEACH CLUB, INC. (the
“Corporation”).

SECOND: The total number of authorized shares shall be 20,000.

THIRD: The nature of the activities to be conducted and the purpose to be promoted or
carried out by the Corporation are

a. to operate a club exclusively for the pleasure, recreation, social and other non-
profit objectives of its members

b. to engage in any lawful act or activity not inconsistent with the foregoing for
which a corporation may be formed under the Stock Corporation Act of the
State of Connecticut except for any express limitations contained herein.

FOURTH: The Corporation shall have all powers granted by law, all powers that are or
may hereafter be conferred by the laws of the State of Connecticut upon corporations with
capital stock, and all legal powers necessary or convenient to effect any or all of the purposes
stated in this Certificate of Incorporation (the “Certificate of Incorporation”), whether or not
such powers are set forth herein.

FIFTH: The activities, property and affairs of the Corporation shall be managed by its
Board of Directors. The Board of Directors shall be self-perpetuating in accordance with Section
33-740 of the Connecticut General Statutes. The Directors shall be classified into three classes,
as nearly equal in number as possible, designated, respectively, “Class 1”, “Class 2” and “Class
3”. Directors identified as Class 1 Directors and elected at the 2006 Annual Meeting shall be
elected for an initial term of one year. Directors identified as Class 2 Directors and elected at the
2006 Annual Meeting shall be elected for an initial term of two years. Directors identified as
Class 3 Directors and elected at the 2006 Annual Meeting shall be elected for an initial term of
three years. Thereafter, each Director shall be elected for a term of three years in accordance
with the Bylaws. The Bylaws shall prescribe the number, terms of office, qualifications (if any)
and manner of election or appointment of Directors, and such provisions may be amended from
time to time in such lawful manner as the Bylaws shall prescribe and as shall not be inconsistent
with the provisions of this Certificate of Incorporation. If the number of Directors is changed,
any increase or decrease shall be apportioned among the classes so as to maintain the number of
Directors in each class as nearly equal in number as possible.

SIXTH: (a) The personal liability of any person who is or was a Director of the
Corporation to the Corporation or its shareholders for monetary damages for breach of duty as a
Director shall be limited to an amount that is not less than the compensation, if any, received by
the Director for serving the Corporation during the year of the violation if such breach did not (i)
involve a knowing and culpable violation of law by the Director; (ii) enable the Director or an
associate, as defined in Section 840 of the Connecticut General Statutes (“CGS”) to receive an
improper personal economic gain; (iii) show a lack of good faith and a conscious disregard for
the duty of the Director to the Corporation under circumstances in which the Director was aware
that his or her conduct or omission created an unjustifiable risk of serious injury to the
Corporation; or (iv) constitute a sustained and unexcused pattern of inattention that amounted to
an abdication of the Director’s duty to the Corporation; or (v) create liability under CGS Section
33-757, provided no such provision shall limit or preclude the liability of a Director for any act
or omission occurring prior to the effective date of such provision. Any lawful repeal or
modification of this Article or the adoption of any provision inconsistent herewith by the Board
of Directors of the Corporation shall not, with respect to a person who is or was a Director,
adversely affect any limitation of liability, right, or protection of such person existing at or prior
to the effective date of such repeal, modification, or adoption of a provision inconsistent
herewith.

(b) The limitation of liability of any person who is or was a Director provided for
in this Article shall not be exclusive of any other limitation or elimination of liability contained
in, or which may be provided to any person under Connecticut law as in effect on the effective
date of this Certificate of Incorporation and as thereafter amended.

SEVENTH: Any person who is or was a Director of the Corporation shall be

indemnified by the Corporation for liability, as defined in subdivision (5) of CGS Section 33-
770, to any person for any action taken, or any failure to take any action, as a Director, except
liability that (a) involved a knowing and culpable violation of law by the Director, (b) enabled
the Director or an associate, as defined in CGS Section 33-840, to receive an improper personal
gain, (c) showed a lack of good faith and a conscious disregard for the duty of the Director to the
Corporation under circumstances in which the Director was aware that his conduct or omission
created an unjustifiable risk of serious injury to the Corporation, (d) constituted a sustained and
unexcused pattern of inattention that amounted to an abdication of the Director’s duty to the
Corporation, or (e) created liability under Section 33-757.

EIGHTH: Except for the attribution of shares from one shareholder to another in certain
instances, each shareholder shall have one vote for all matters for which shareholders are entitled
to vote regardless of the number of shares owned by the shareholder. Shares owned by certain
related individuals, trusts, or entities may be attributable to others such that certain individuals,
trusts, or entities do not have voting rights. The Bylaws shall prescribe the terms of attribution
of share ownership from one shareholder to another in making the determination who is entitled
to vote and such terms may be amended from time to time in such lawful manner as the Bylaws
shall prescribe and shall not be inconsistent with the provisions of this Certificate of
Incorporation.

NINTH: No distribution, as the term “distribution” is defined in the Connecticut

Business Corporation Act, shall be made to any shareholder on account of being a shareholder
unless a distribution is made to all shareholders on the basis of each shareholder’s percentage of
the total capital stock of the Corporation. This provision shall not apply in the event the
Corporation redeems shares from one or more but less than all the shareholders. Any redemption
of shares shall be made only upon a vote of two-thirds (2/3) of the shareholders entitled to vote
voting, in person or by proxy, at a duly called meeting.

TENTH: To the extent permitted by Connecticut General Statutes, this Certificate of

Incorporation may be amended by a resolution adopted by not less than two-thirds of the Board
of Directors present at a meeting at which a quorum is present.
 ELEVENTH: Reference in this Certificate of Incorporation to a provision of the
Connecticut General Statutes or any provision of Connecticut law set forth in such Statutes is to
such provision of the General Statutes of Connecticut, Revision of 1958, as amended, or the
corresponding provision(s) of any subsequent Connecticut law.