3/2/97
Mr. Martin Fried
IRS Appeals Officer
N.Y. City Appeals Office
P.O. Box 2954, Church Street Station
New York, New York 10008

Re: 502(c)(3) application tax id# 11-3195781 case# 1023

Dear Mr. Fried,

Pursuant to our conversation I offer this letter giving a simple overview of the way in which the MFOP will operate.

The MFOP is a parks corporation. As such it will operate as a conservancy, a landscape maintenance and improvement steward, and as a community-based park operations organization.

As a conservancy, the MFOP will:

• perform studies of the native flora and fauna and animal life in Montauk;
• work to establish programs for their protection and care;
• provide education to the community pertaining to the above.

These functions are the purposes of many 501(c)(3) corporations in the Olmsted parks community nationwide.

As a landscape steward we will:

• study and improve the heavy-usage areas for lessening the impacts of human intrusion while increasing the comfort and pleasure of the occupants;
• undertake studies and initiate action regarding erosion of beaches, dunes and bluffs;
• initiate community focus upon the improvement of currently unimproved or inaccessible lands.

As a parks operations organization we will:

• keep the beaches and reservations clean;
• enforce the rules and regulations of the corporation through the assessment of fines, collection of fees, and the operation of a parks police department (see section 202 of the NYS not-for-profit laws, attached).

As a part of our organizational functioning we will:

• maintain our democratic assembly process and utilize it to determine the rules and regulations pertaining to the use and care of our lands and waters;
• ensure that the integrity of the assembly process is maintained for the joint benefit the municipal and not-for-profit corporations.

It is important for the reviewer to understand that the MFOP has asserted the powers of the municipal corporation for Montauk. The natural outgrowth of the reestablishing of the municipal corporation through the assertion of the rights to the Reservations is not a new understanding. Attached is correspondence from the Town Counsel of the Town of East Hampton to the Town supervisor dated August 9^th, 1949, pertaining to the Ocean View Reservation. The municipal rights run with the land in favor of the corporation of the proprietors (land owners).

Montauk and East Hampton are what is known as "proprietaries." Our claim to the lands and waters of Montauk were obtained as private property through deeds out of the sovereign indians and confirmed under the laws of England prior to the establishing of the United States of America. As a part of this process, the governor of the king granted a patent to these lands which incorporated a municipal corporation to administer them. These rights have been generally understood to be protected under the New York State and Federal Constitutions. As a result, our claim to the lands and waters of Montauk did not originate with or pass through State or federal hands and we retain strong legal municipal powers over them.

It is important for you to understand that although the rights into and over our commons accrue to the proprietors, the Town patent of 1686 established a "body corporate and politique" [municipal corporation] which included sufferage for nonlandowners.

"[Governor Dongan and the King] by these present do grant, ratifie, release and confirm unto Thomas James, Capt. Josiah Hobart, Capt. Thomas Talmage, Lieut. John Wheeler, Ensigne Samuel Mulford, John Mulford, Thomas Chatfield, senior, Jeremiah Conkling, Stephen Hand, Robert Dayton, Mr. Thomas Baker and Thomas Osborne, freeholders and inhabitants of East-Hampton, hereinafter erected and made one body corporate and politique, and willed and determined to be called by the name of the Trustees of the freeholders and commonalty of the town of East-Hampton...[and that will there will be elected]..twelve Trustees of the Freeholders and commonalty of the town of East-Hampton, two Constables and two Assessors, in such publique place as the Trustees for the time being shall appoint and direct, and that the trustees, constables and assessors be chosen by the majority of voices or the freeholders and freemen of the town of East-Hampton..."

Perhaps the simplest way to understand the issue of sufferage is through the name of the trustees: Trustees of the freeholders and commonalty of the Town of East Hampton. The freeholders are the property owners (landed gentry) and the commonalty are the unlanded residents or freemen. As a freeman, one would have to be accepted by the community (i.e. registered voter), a naturalized citizen, and be neither a slave nor an indentured servant. Sufferage was a unique aspect of the traditional political practice of the settlers here and distinguished them in our history as members of the constitutionally confederated colony of Connecticut.

The assertion of the municipal rights of the proprietors of Montauk poses a complication for our application. The complication arises because a municipal corporation, although also tax-exempt, is a different category under federal law. The solution presented by the MFOP is that of a dual corporation under the same body of directors (Trustees of Montauk) but with two distinct sets of officers and organizations below them.

The dual corporation solution requires that the trustees understand the legal (State, federal and IRS) distinctions of the two corporations and strictly adhere to them in the operation of the overall organization. To a significant degree, this document and the IRS review are a contribution to this end and require focused and well articulated attention.

It is not necessary for me to set forth in this context what I see as the powers of the municipal corporation. It is important to understand, however, that the municipal powers available to us have not changed the purposes of the MFOP other than including other lands and waters in Montauk and the sharing of our board of trustees and of our assembly process. In addition to our reservations, the municipal corporation has legal rights to, and will establish control over, all of the beaches, foreshores and harbors in Montauk. We are also asserting rights over sizeable properties which were reserved as commons through deeds out of the Montauk tribe of Indians which appear to be enforceable today.

I hope that the above is helpful to your understanding of our purposes in Montauk. Stewarding and maintaining Montauk is a huge responsibility, and establishing the MFOP as a 501(c)(3) corporation for the above listed purposes is essential to our success. For good, for law, for Montauk, I am

sincerely yours,

Robert A. Ficalora
acting president
Montauk Friends of Olmsted Parks, inc.

Attachments: 8/9/1949 letter from East Hampton Town Counsel to H.L. Mulford, Jr., supervisor.
Section 202 of the not-for-profit laws of the State of New York.

cc: www.montauk.com