SCCA BYLAWS

ARTICLE 1 - NAME, LOCATION, PURPOSE, AND APPLICABILITY

1.1 Name. The name of this corporation is Sun City Civic Association ("Association").

1.2 Principal Office. The principal office of the Association shall be located in Riverside County, California or within a reasonable distance from said County. The Board shall have the full power and authority to change the principal office of the Association from one location to another for a proper business purpose. Any such change shall be adopted by a resolution of the Board and noted in the meeting minutes.

1.3 Applicability. These Bylaws are applicable to the residential planned development known as Sun City Civic Association ("Development"), located in Sun City, in the County of Riverside, State of California. These Bylaws are also applicable to all Members of the Association and all tenants, guests, family members, employees, and other Persons who use the facilities of the Development in any manner. These Bylaws amend and restate, in their entirety, the Bylaws approved by the Membership on June 28, 2001.

1.4 Purpose. The specific and primary purposes of this corporation are to establish, own, operate, maintain, and manage community recreational facilities of the Association and to provide for, promote, and protect the general and social welfare and interest of the Members and Residents of the Association, including its establishment and continuation as a senior housing development as provided in the Association's Recorded Declaration.

1.5 Conflicts. If there is any conflict between the Articles and these Bylaws, the Articles shall control; and if there is any conflict between the Declaration and these Bylaws, the Declaration shall control.

ARTICLE 2 - DEFINITIONS

ARTICLE 4 - MEETINGS OF MEMBERS

4.1 Place of Meetings and Elections. [Corp. Code §§7510(a) & 7511] All meetings of the Members and elections shall be held at a place designated by the Board. If no meeting place is designated, or unless unusual conditions exist, the meetings shall be held in Webb Hall adjacent to the Association offices located at 26850 Sun City Boulevard, Sun City, California. If a meeting or election day falls upon a legal holiday, then that meeting or election shall be held at the same time on the next day which is not a legal holiday. The Board may establish reasonable Rules and procedures for the conduct of Membership meetings and elections.

4.2 Conduct of Meetings. [Civil Code §1363] At Membership meetings, no substantive matter may be presented for a vote of the Members, either by the Board or by any Member, since all votes of the Members must be conducted in accordance with Article 5. By way of example and not limitation, substantive matters include votes to elect or remove Directors, to approve amendments to the Governing Documents, and to increase or impose Assessments, or any other matter that, by Law, require a vote of the Membership. Non-substantive matters include votes such as closing or limiting debate, adjournment, and other matters affecting meeting procedures.

4.3 Annual Meetings. [Corp. Code §§7510(a) & (b)] The annual meeting of the Members shall be held on a date and time established by the Board, so long as the annual meeting is held within the month of February. At the annual meeting, the Board shall submit an un-audited annual report, including a financial statement with a balance sheet and an income and expense statement and reports of other matters pertaining to the Board activities. A Written copy of each report shall be attached to the minutes of the annual meeting.

4.4 Special Meetings. [Corp. Code §§7151(e) & 7510(e)] Special meetings of the Members may be called for any lawful purpose by a majority of a quorum of the Board, the President of the Association, or by a Written request signed by Members representing at least five percent (5%) of the total Voting Power of the Members. The special meeting shall be held not less than thirty-five (35) nor more than ninety (90) days after adoption of the resolution or receipt of the request by an Officer of the Association. Only that business stated in the notice of meeting given pursuant to Section 4.6 of these Bylaws shall be transacted at the special meeting. If the issue or issues for the special meeting are those that, by Law or the Governing Documents, will also require a vote of the Members, the Board shall also set a date for voting by the Members, as provided in Article 5.

4.5 Voting by Members. Due to the large number of Members in the Association, and some who have restricted physical abilities, all elections and other matters that require a vote of the Members on substantive matters (as defined in Section 4.2) shall be conducted either (a) using the election and voting procedures described in Article 5, in which Members may cast their votes on a designated day, either in person at a polling place or by absentee ballot, or (b) using a Written Ballot that is distributed to all Members, as provided in Section 6.7.

4.6 Notice of Meetings or Elections. [Corp. Code §§ 7511(a) & (b)] The Secretary of the Association shall give Written notice of any Members' meeting or any election to each Member of Record in accordance with the following:

4.6.1 Except as otherwise provided in this Article, the notice shall be given at least ten (10) but not more than ninety (90) days before the meeting or election, by first class mail or by personal delivery.

4.6.2 The notice shall be addressed to the Member at the address appearing on the books of the Association, or the address supplied by the Member to the Association for this purpose. If there is no such address, the Member's address shall be deemed to be the property address of the Member's Separate Interest. The notice may be placed in a newsletter or other Written communication from the Association. If more than one Member has the same address as provided above, the Association may send one notice to that address that shall be considered joint notice to all the Members at that address.

4.6.3 [Civil Code §1363] The notice shall state the place, date, and time of the meeting or election. If Directors are to be elected, the notice shall include the names of all those who are nominees at the time the notice is given. The notice shall also state those matters that the Board, or anyone else, intends to present for a Member vote at the time the notice is given.

4.6.4 [Corp. Code §7510(e)] In the case of a special meeting which is called by Members pursuant to Section 4.4 of these Bylaws, the notice shall be given by the Board within twenty (20) days after receipt of the request for the meeting. If that twenty (20) day requirement is not satisfied, the Members who called the meeting may give the notice.

4.6.5 [Corp. Code §7510(f)] Any approval of the Members required for those items listed below, other than unanimous approval by those entitled to vote, shall be valid only if the general nature of the matter to be voted upon was stated in the notice of meeting or election or in any Written waiver of notice.

(a) Removing a Director without cause, pursuant to Section 7.3.2 of these Bylaws or Corporations Code §7222;

(b) Filling Director vacancies pursuant to Section 7.6 of these Bylaws or Corporations Code §7224;

(c) Entering into or approving a contract or transaction between the Association and one (1) or more of the Directors, or between the Association and any entity in which one (1) or more of the Directors has a material financial interest, except as allowed by Corporations Code §7233;

(d) Amending the Articles of Incorporation in accordance with Corporations Code §7812;

(e) Electing to dissolve the Association, by approval of a majority of all Members or by approval of both the Board and Members pursuant to Corporations Code §8610;

(f) Any plan requiring Membership approval to distribute the Association's assets on dissolution pursuant to Corporations Code §8719;

4.6.6 An affidavit of the mailing or other means of giving any notice of any Members' meeting may be executed by the Secretary, and if so executed, shall be filed with the corporate records or made a part of the minutes of the meeting. Such affidavit shall constitute prima facie evidence of the giving of notice.

4.7 Quorum. [Corp. Code §7512] At any meeting or election, the presence of Members, either in person at a meeting or by absentee ballot at an election, entitled to cast at least two percent (2%) of the Voting Power of Members shall constitute a quorum for any action except as otherwise provided in the Articles, these Bylaws, or the Declaration. As required by Corporations Code Section 7512(b), the only matters that may be voted upon at any election are matters the general nature of which was given in the notice of the election.

[DRE Reg. 2792.17(e)(2)] If a quorum is not present at a duly called meeting, a majority of the Voting Power of the Members actually present in person may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the meeting date, but no other business may be transacted. Provided that the date, time and place of the adjourned meeting is announced at the original meeting, the adjourned meeting may be held without additional Written notice. If no such announcement is made, or if the selected date is changed after adjournment, notice of the time and place shall be given to Members in the manner provided in Section 4.6 of these Bylaws.

4.8 Adjustment of Voting Power and Quorum. For purposes of establishing a quorum and determining the total Voting Power of the Association, if a Member’s voting rights are suspended as provided in the Governing Documents, the total Voting Power of the Association shall be reduced for the period of time for which the suspension is in effect by an amount equal to the number of Members whose Membership voting rights have been suspended.

4.9 Record Date for Notice of Meetings. [Corp. Code §7611(a)] The Board may fix, in advance, a date as the record date for the purpose of determining the Members entitled to notice of any meeting of the Members. Such record date shall not be more than ninety (90) nor less than ten (10) days before the date of the meeting. If no record date is fixed, Members at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of a meeting of Members. A determination of Members entitled to notice of a meeting of Members shall also apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting.

4.10 Record Date for Eligibility to Vote. [Corp. Code §7611(b)] The Board may fix, in advance, a date as the record date for the purpose of determining the Members entitled to vote at a meeting of the Members. Such record date shall not be more than sixty (60) days before the date of the meeting. If no record date is fixed, Members on the day of the meeting who are otherwise eligible to vote at the meeting, or, in the case of an adjourned meeting, Members on the day of the adjourned meeting who are otherwise eligible to vote are entitled to vote at the adjourned meeting.

4.11 Record Date for Eligibility to Cast Written Ballot. [Corp. Code §7611(c)] The Board may fix, in advance, a date as the record date for the purpose of determining the Members entitled to cast a Written Ballot in lieu of holding a meeting of Members. Such record date shall not be more than sixty (60) days before the day on which the first Written Ballot is mailed or solicited. If no record date is fixed, Members on the day of the first Written Ballot is mailed or solicited who are otherwise eligible to vote are entitled to cast Written Ballots.

4.12 Record Date for Exercise of Other Rights. [Corp. Code §7611(d)] The Board may fix, in advance, a date as the record date for the purpose of determining the Members entitled to exercise any rights in respect to any other lawful action. Such record date shall not be more than sixty (60) days prior to such other action. If no record date is fixed, Members at the close of business on the day the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later, are entitled to exercise such rights.

ARTICLE 5 - VOTING RIGHTS AND ELECTIONS

5.1 Membership Class; Voting Rights. The Association shall have one class of Membership, and the rights, duties, obligations and privileges of the Members shall be as set forth in the Governing Documents. Each Residential Lot owned will be entitled to cast one (1) vote for each matter presented to the Membership, subject to the provisions set forth in the Bylaws and in the Corporations Code.

5.2 Exercise of Voting Rights. Members shall have the power to exercise their voting rights as set forth in these Bylaws, subject to the following provisions:

5.2.1 Fractional votes shall not be allowed.

5.2.2 [Corp. Code §5034] Any provision of the Governing Documents which requires the approval of a specified percentage of the Voting Power of the Association shall require the approval of the specified percentage of the Voting Power of the Membership. If no percentage of the Voting Power is specified in the Governing Documents or by Law, approval by a majority of the Voting Power of those Members voting, so long as a quorum is present or represented at the election, shall constitute approval.

5.2.3 [Corp. Code §5056] For purposes of exercising Membership rights and privileges and incurring Membership obligations, if a Member is a corporation, any Director, Officer, employee or agent authorized by the corporation may exercise the Membership rights and privileges attributable to the corporation. If a Member is a trust, any trustee may exercise the Membership rights and privileges attributable to the trust or as otherwise authorized by the trustee. If a Member is a partnership, any partner may exercise the Membership rights and privileges attributable to the partnership, or as otherwise authorized by the partnership. If a Member is any other entity other than a human being, that entity may authorize one or more human beings to exercise the Membership rights and privileges attributable to that entity.

5.2.4 If there is more than one (1) record Owner of a Residential Lot ("co-owners"), all of the co-owners shall be Members, but only one (1) of them shall be entitled to cast the single vote attributable to the Residential Lot. Co-owners may designate in writing one (1) of their Owners to vote. If no such designation is made or if it is revoked, the co-owners shall decide among themselves, by majority vote, how the vote of that Residential Lot is to be cast. Unless the Board receives a written objection in advance from a co-owner, it shall be conclusively presumed that the voting co-owner is acting with the consent of his or her co-owners.

5.3 Proxies Prohibited. [Corp. Code §'5069, 7514 & 7613] All Membership voting shall be conducted using a polling place and absentee ballots for one-day elections rather than voting at a meeting. Thus, the use of Proxies is not permitted.

5.4 Absentee Ballots. Because proxies are not permitted, Members shall be entitled to vote by absentee ballot.

5.4.1 Requests for absentee official ballots shall be made in person or to the Association office. Absentee ballots will be available not later than fourteen (14) calendar days before any election and will not be any later than seventy-two hours prior to any election. Absentee ballots must be either returned in person by the Member or mailed to the Association office. The Board or Election Committee may develop special procedures for returning absentee ballot via facsimile or other electronic means for Members who may be out of the country and unable to return an absentee ballot by mail in a timely manner. Absentee ballots shall be placed in a slotted, but otherwise sealed container which shall be opened by the Election Committee on the day of the election.

5.4.2 A record of absentee ballot requests shall be maintained by the Election Committee. A Member who has requested an absentee ballot shall not be entitled to vote at the polls.

5.4.3 Absentee ballots must be received no later than the close of the election polls.

5.4.4 Tabulation of the absentee ballots of each election shall be included in the regular count after the polls have been closed.

5.5 Ballots. The Election Committee shall prepare the ballots for all elections. Ballots cast in each election shall be sealed in a container under the supervision of the Election Committee and stored in a secure location in the Association office. [Corp. Code §7527] After a period of not less than nine (9) months following the election of the completion of any recount, whichever is later, they will be destroyed by the Election Committee.

5.6 Election Hours. Any time an election is held, whether for the election of Directors, or any other issue on which the Members will vote, the polling place shall be on the Association Property, unless it is not feasible to do so, and polls shall be open continuously for at least six (6) hours on the day of the election, starting no earlier than 9:00 A.M.

5.7 Election Called by Member Petition. [Corp. Code §§7151(e) & 7510(e)] A petition is defined as a request submitted to the Board by a group of Members for a vote on an issue on which the Members are entitled to vote. A petition must be signed by Members representing at least five percent (5%) of the total Voting Power of the Members as required for a special meeting under Section 4.4 of these Bylaws. The Board shall consider the petition as a motion from the Membership. If the petition is obviously unworkable, frivolous or conflicts with current statutes, ordinances or the Governing Documents, it may be rejected without further action.

5.7.1 All petitions submitted to the Board must be on Association-approved forms. The purpose for which a petition is circulated must be truthfully disclosed to potential signers. Petitions which are not prepared correctly will not be accepted.

5.7.2 Signed petitions must be submitted to the Association Secretary in a single package. A cover sheet shall state the date submitted, the name, address and Membership number of the Person or Persons submitting the petition, and the total number of signers.

5.7.3 Within fifteen (15) calendar days after the submission, the Secretary shall verify that each signer is a Member according to the Association's current Membership list.

5.7.4 If, at the completion of verification, the number of valid signers is less than the required number, no further action will be taken. The presenter will be notified by the Secretary within five (5) business days.

5.7.5 If the petition presents an issue on which the Members are entitled to vote and contains the number of signatures sufficient to validate the petition, then no later than twenty (20) days after receipt of the petition, the Board of Directors, shall set a date between 35 and 90 days after receipt of the petition, for a date to conduct a special election to vote on the issue. The Board may also set a date to hold a special meeting to discuss the issue and to consider the merits of the issue submitted in the petition.

5.7.6 The Board may submit the issue contained in the petition to the Association's attorney for review. If the Association's attorney determines that the language submitted by the petitioners is vague, or ambiguous, the attorney may contact the Person or Persons submitting the petition, to develop language acceptable both to the attorney and the petitioners. If no agreement can be reached, the Board may submit either the petitioner's language to a vote of the Members or its own proposed language or both. The Board shall have the right to state its position on the issue to the Members, but shall provide equal time or equal space for the petitioners to state their position on the issue.

ARTICLE 6 - CANDIDATE NOMINATION AND BOARD ELECTIONS

6.1 Nomination and Election Procedures. [Corp. Code §§ 7520, 7521, 7522, 7523 & 7524.] There shall be available to the Members reasonable nomination and election procedures given the nature, size and operations of the Association. Such procedures shall be adopted, or amended from time to time, by the Board, and may, but do not necessarily need to include the following:

6.1.1 A reasonable means of nominating Persons for election as Directors.

6.1.2 A reasonable opportunity for a nominee to communicate to the Members the nominee's qualifications and the reasons for the nominee's candidacy.

6.1.3 A reasonable opportunity for all nominees to solicit votes.

6.1.4 A reasonable opportunity for all Members to choose among the nominees.

6.2 Nominating Committee. Not later than September 15th of each year, the Board shall appoint five (5) Members who are knowledgeable concerning the Association's Governing Documents to serve on a Nominating Committee. Current Directors who are not candidates may serve on the Nominating Committee. No member of the Nominating Committee may become a candidate.

6.3 Nomination of Candidates.

6.3.1 It shall be the duty of the Nominating Committee to nominate one or more candidates for each Director position to be filled. The candidates shall meet the qualifications for a Director set forth in Section 7.1 below. A Member who meets the qualifications set forth in Section 7.1 below may contact the Nominating Committee to express a desire to be a candidate. The Nominating Committee may, if necessary, seek candidates other than those who express a desire to be a candidate.

6.3.2 All candidates will be required to sign a statement agreeing to sign and abide by a "Code of Ethics" upon election to the Board. The Code of Ethics is prepared by the Board and may be amended from time to time.

6.3.3 [Corp. Code §7521(b)] Notwithstanding any other provision in these Bylaws or in the Association's Rules or other procedures for nominating candidates, a candidate may also be nominated by a means of a petition. A Member who wishes to be a candidate for Director and who meets the qualifications for Director set forth in Section 7.1 below, may do so by completing an application in the Association Office. The application shall state the Member's desire to be a candidate, which shall include signing the "Code of Ethics." Petitions will be provided only to the potential candidate and, prior to the issuance of these forms, Association personnel must insert the name of the candidate on all copies of the petition form. This petition, when completed, must contain the signatures, addresses and Membership numbers of either (a) 100 Members or (b) two-percent (2%) of the Association's Voting Power, whichever is the smaller number. All petitions must be submitted to the Board no earlier than eleven months (11 mos.) preceding the next time Directors will be elected, and not later than 5:00 P.M. on November 15th. The Board shall be obligated to accept, as a candidate, any Member whose name is submitted by a validly signed and completed petition and who meets the qualifications for Director set forth in Section 7.1 below. The validity of all petitions shall be determined by the Board Secretary.

6.3.4 The names of all nominees shall be submitted to the President no later than November 15th. The President may reconvene the Committee between November 15th and December 1st with the approval of the Board of Directors. At the completion of the Committee’s work, but not later than December 1st, the Board or Committee shall announce names of the nominees to the Members.

6.4 Electioneering. Campaigning and distribution of campaign material within the polling place or within 200 feet of the entrance to the polling place while the polls are open is prohibited. The Election Committee is charged with the responsibility of enforcing this prohibition. Wherever absentee ballots are provided is considered a polling place, and this section applies. Any violation of this section shall be grounds for Member discipline under Section 9.6.

6.5 Election of Directors. The election to fill all vacant positions on the Board shall be held on the fourth Thursday of January each year. However, if an election is not held, the election may be authorized and conducted in the same manner as provided in Section 4.4 for calling a special meeting of Members.

[Corp. Code §7615] Voting for Directors shall be by secret written ballot. In Board elections, voting shall be on a non-cumulative basis. Specifically, each Member may cast only one vote for each candidate and may vote for as many candidates as there are vacancies to be filled. The candidates receiving the highest number of votes, up to the number of vacancies to be filled, shall be elected. Only candidates whose names appear on the ballot will be considered. Votes for write-in candidates are invalid and will not be counted.

6.6 Election Committee. [Corp. Code §7614] In advance of any election, or in the case of any action or vote by Written Ballot, the Board shall appoint an Election Committee. The Election Committee shall consist of a Chairperson and four (4) Association Members. The Election Committee shall be the inspectors of election and shall act with powers and duties as set forth below. The Board or Election Committee may appoint other Persons to assist them with their duties, provided that the Election Committee shall have the sole responsibility for any decisions that are required concerning the election. The act, decision, or certificate of a majority of the Election Committee is effective, in all respects, as the decision, act, or certificate of all. Any report or certificate made by the Election Committee is prima facie evidence of the facts stated therein.

The Election Committee shall have complete charge of election procedures before, during, and after the voting. They shall determine the number of Memberships outstanding and the Voting Power of each, the Voting Power represented in the election, and the existence of a quorum. The Election Committee shall also receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all Members. The Election Committee shall have the right to consult with and to rely on the advice of the Association's legal counsel. The Election Committee shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical.

After the polls close, only the Election Committee and any appointed assistants will be permitted to remain, and the Election Committee will supervise, count and tabulate the votes. The Election Committee chairperson shall permit no exceptions. The chairperson of the Election Committee will announce the results of the election for publication.
If there is a tie on any vote in any election, there shall be an automatic recount. Candidates involved in ties may be present for the recount. Ties on issues other than Board elections will be considered a failure to obtain a majority. Ties that exist after a recount in Board elections shall be decided by a roll of dice supervised by the Election Committee. The Director will be the candidate who rolls the higher number. If the candidates roll the same numbers, they will repeat the process until one rolls a higher number.

6.7 Vote By Written Ballot. [Corp. Code §7513] Any action that may be taken through use of an election may be taken without the use of a polling date and an election provided the following ballot requirements are satisfied:

6.7.1 The Association shall distribute a Written Ballot to every Member entitled to vote on the matter. The ballot shall be solicited in the same manner as provided in Section 4.6 of these Bylaws for the giving of notice of meetings of Members.

6.7.2 The Written Ballot shall (1) set forth the proposed action; (2) provide an opportunity to specify approval or disapproval of any proposal, including confirmation that, if the Member specifies a choice, the vote shall be cast in accordance with that Member's choice; and (3) provide a reasonable time within which to return the ballot. The solicitation accompanying the Written Ballot or the Written Ballot itself (1) shall state the date and time by which the Written Ballot must be received (not sent) to be counted; (2) shall indicate the number of responses needed to meet the quorum requirement; and (3) shall state the percentage of approvals necessary to pass the measure submitted.

6.7.3 The proposed action shall be considered approved if:
(a ) The number of votes cast by ballot within the specified time period equals or exceeds the quorum required to be present at a meeting authorizing the action; and
(b ) The number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of ballots received in response to the ballot solicitation.

6.7.4 No Written Ballot may be revoked.

6.7.5 Any deadline stated for return of the ballots may be extended for successive reasonable periods with the approval of a majority of the Board. If not addressed at the time the Written Ballot is mailed, notice of any extension must be sent to the Members within thirty (30) days after the previously noticed deadline date.

ARTICLE 7 - BOARD OF DIRECTORS

7.1 Number; Eligibility. The affairs of this Association shall be managed and its duties and obligations performed by a Board of seven (7) Directors. The immediate Past President is a non-voting member of the Board of Directors, so long as he or she remains a Member of the Association, and so long as he or she was not involuntarily removed as a Director.

To be eligible to serve, a Director shall be (i) a Resident Member of the Association, (ii) in Good Standing and (iii) fifty-five years (55 yrs.) of age or older. If a Member is a corporation, partnership, trust or any other entity that is not a human being, any Officer, Director, principal or agent of such Member shall be eligible to serve as a Director if duly authorized, by the Member, so long as he or she meets the above qualifications for Director.

7.2 Term. [Corp. Code §7220(b)] The term of each Director shall be two (2) years, and each Director shall serve until his or her successor is elected or appointed. The terms of office of Directors shall be staggered with three (3) Director terms ending in each odd-numbered year, and four (4) Director terms ending in each even-numbered year. Each Director shall hold office until the election of his or her successor or until the Director's death, resignation, removal, or judicial adjudication of mental incompetence. As provided in Article 5, Directors shall be elected before each Annual Meeting to fill the vacancies of those Directors whose terms then expire. Newly-elected Directors shall begin their terms at the close of the Annual Meeting.

In the first election at which staggered terms are implemented, or in any subsequent election in which Directors are elected to terms of different lengths at the same election, due to vacancies, removal or any similar reason, each candidate elected shall be entitled to select his or her term of office from the terms available, starting with the candidate who receives the greatest number of votes and then to the remaining candidates in descending order of votes received.

A Director may serve for a maximum of two (2) consecutive terms and will be eligible to serve on the Board again at the next annual meeting after the annual meeting at which the Director's term expires. A fractional term shall not be counted as one term, unless the fractional term is for a period longer than one year (1 yr.). If a Director resigns or his or her term ends, and the Person is later elected or appointed to the Board, the prior term shall be considered part of the new term, unless at least one year has elapsed since the Director last served on the Board.

7.3 Removal. Directors may be removed as follows:

7.3.1 [Corp. Code §7221] The Board may declare vacant the office of a Director on the occurrence of any of the following events:
(a) The Director ceases to be a Resident Member of the Association;
(b) The Director fails to sign the Code of Ethics after being asked to do so;
(c) The Members fail to elect the full number of authorized Directors in any election;
(d ) The Director is declared of unsound mind by a final order of Court;
(e ) The Director is convicted of a felony;
(f ) The Director fails to demonstrate within thirty (30) calendar days after the question is raised, that he or she is eligible to serve on the Board.
(g ) The Director has failed to attend three (3) consecutive regularly scheduled meetings or executive meetings of the Board without permission from the President.
(h ) The Director is not a Member in Good Standing.

7.3.2 [Corp. Code §7222] One (1) or more Directors may be removed prior to the expiration of their terms, with or without cause, at an election held no later than thirty (30) days following a Special Meeting of the Members called for such purpose. Any removal without cause shall be approved by a majority vote of the Members represented and voting in such an election so long as the ballots cast for or against removal constitutes at least a quorum of the Membership.

If a Director is removed, his or her successor shall be selected by a vote of the Members at a meeting held at least thirty (30) but not more than forty (40) days after the date of removal and shall serve for the unexpired term of his or her predecessor.

7.3.3 By a majority vote, the Board may remove any Director who was appointed by the Board to fill a vacancy on the Board.

7.4 Resignation of Directors. [Corp. Code §7224] Any Director may resign at any time by giving written notice to the Board, the President, or the Secretary, or by giving verbal notice at a Board meeting such that the resignation is recorded in the minutes of the meeting. Such resignation shall take effect on the date of receipt of such notice, or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

7.5 Return of Association Materials. All books, records, papers, and other materials provided by or from the Association to Directors or Officers remain property of the Association. Upon resignation, removal or expiration of term, Directors shall return to the Association all Association materials in their possession.

7.6 Filling Vacancies. [Corp. Code §§7220(b) & 7224] Vacancies on the Board of Directors, caused by reason other than the removal of a Director by a vote of the Members, shall be filled by a vote of a majority of the remaining Directors, even though they may constitute less than a quorum. If the Board accepts the resignation of a Director which is scheduled to take effect at a future date, the Board may appoint a successor to take office when the resignation becomes effective, and the resigning Director may participate in the appointment of a successor.
When the Board has appointed a Director during the first year of a two-year term, the appointed Director's term shall end at the close of the next Annual Meeting, and the Members shall elect a candidate to serve for the remainder of the term in the election held prior to the Annual Meeting. The Directors who are elected to fill a two-year term and the Directors who are elected to serve a one-year term shall be determined in the manner provided in Section 7.2 above.

7.7 Compensation. [DRE Reg. 2792.21(b)(4] No Director shall receive any compensation for any service he or she may render to the Association. However, a Director may be reimbursed for actual out of pocket expenses incurred by the Director in the performance of his or her duties.

ARTICLE 8 - MEETINGS OF DIRECTORS

8.1 Regular Meetings. [Corp. Code §7211(a)(2)] Regular meetings of the Board of Directors shall be held at least once every other month at a time and place fixed by resolution of the Board. If said meeting day falls upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. The meeting place shall ordinarily be held in Webb Hall or elsewhere within the Development unless, in the judgment of the Board, a reasonable meeting place does not exist or a larger meeting room is required than exists within the Development. Any other meeting place selected by the Board shall be as close as possible to the Development. Notice of the time and place of any Board meeting shall be communicated to the Directors not less than four (4) days prior to the meeting; provided, however, that notice need not be given to any Director who has signed a waiver of notice or a Written consent to holding of the meeting or for an emergency meeting as provided in Section 8.3.

8.2 Special Meetings. [Corp. Code §7211(a)(1) & (2)] Special meetings of the Board shall be held when called by Written notice signed by the President, any Vice President, or the Secretary of the Association, or by any two (2) Directors other than the President. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. Notice of any special meeting shall be posted in the manner provided for notice of regular meetings and all Directors shall be given at least four days' notice by first-class mail or at least 48 hours' notice by telephone, telephone message system, telegraph, facsimile or electronic mail other electronic means prior to the scheduled time of the special meeting.

8.3 Emergency Meetings. [Civil Code §1363.05] An emergency meeting of the Board may be called if there are circumstances that could not reasonably have been foreseen that require immediate attention and possible action by the Board and that make it impractical to provide the notice required for Regular or Special Meetings of the Board.

8.4 Waiver of Notice. [Corp. Code § 7211(a)] Notice of a meeting need not be given to any Director who signed a waiver of notice or a Written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to such Director, either prior to the meeting or at its commencement. All such waivers shall be filed with the corporate records or be made a part of the minutes of the meetings.

8.5 Organizational Meeting. Immediately after the annual meeting, described in Section 4.3 of these Bylaws, or as soon thereafter as reasonably practicable, the Board shall meet in Executive Session to elect the Officers of the Association and conduct any other business of the Association as the Board, in its discretion, shall determine is necessary. No other notice of meeting, other than this Bylaw, shall be required for any such meeting held immediately after the annual meeting.

8.6 Quorum. [Corp. Code §7211(a)(7) & (8)] A majority of the authorized number of Directors shall constitute a quorum, and if a quorum is present, the decision of majority of the Directors present shall be the act of the Board. The Board may continue to transact business, at a meeting at which a quorum was present initially, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater number as may be required for the particular action taken.

8.7 Member Attendance at Board Meetings. [Civil Code §1363.05] Regular and special meetings of the Board shall be open to all Members of the Association; provided, however, that Members who are not on the Board may not participate in any deliberation or discussion unless expressly authorized to do so by the vote of the majority of a quorum of the Board. The Board shall set a reasonable time for Members to speak to the Board at any Association meeting or Board meeting, except for Board meetings held in Executive Session. Notice of the time and place of a Board meeting, except for Emergency Meetings and Executive Sessions, shall be communicated to Members not less than four (4) days prior to the meeting. Notice may be given by posting the notice in a prominent place or places within the Common Area, by mail, by delivery to all Separate Interests in the Development, or by newsletter or similar means of communication.

8.8 Executive Session. [Civil Code §1363.05] The Board may adjourn a meeting and reconvene in executive session to meet with its legal counsel, or to discuss (a) litigation in which the Association is or may become involved, (b) matters that relate to the formation of contracts with third parties, (c) personnel matters, and (d) matters of business of a similar nature. The nature of any and all business to be considered in Executive Session shall first be announced in open session. If the Executive Session does not follow an open session, the Board may conduct an Executive Session, if the nature or agenda of such Executive Session is announced at the next regularly scheduled Board meeting.

Nothing herein contained shall be construed to obligate the Board to first call an open meeting before meeting in Executive Session. An Executive Session which does not follow an open meeting may be called and noticed in the same manner as a special meeting. Any matter discussed in Executive Session shall be generally noted in the Association minutes. Members and other persons are generally excluded from Executive Session unless expressly invited.

8.9 Action Without a Meeting. [Corp. Code §7211(b)] Any action required or permitted to be taken by the Board may be taken without a meeting, if all Directors, individually or collectively, consent to that action. Such action by Written consent shall have the same force and effect as a unanimous vote of the Board. Such Written consent or consents shall be filed with the minutes of the proceedings of the Board. An explanation of the action taken shall be communicated to the Members in any manner provided in these Bylaws for giving notice of Regular Meetings of the Board.

8.10 Meeting by Telephone. [Corp. Code §7211(a)(6)] Members of the Board may participate in a meeting through the use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another, and such participation shall constitute attendance of a Director at such meeting.

8.11 Adjournment. [Corp. Code §7211(a)(4)] A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment shall be given, prior to the time of the adjourned meeting, to the Directors who were not present at the time of the adjournment.

8.12 Board Deliberation Regarding Member Discipline. [Civil Code §1363.05] In any matter relating to the disciplining of a Member, the Board shall meet in Executive Session if requested by that Member or by the Board, and the Member shall be entitled to attend that portion of the Executive Session in which the Board discusses the discipline of that Member.

8.13 Meeting Minutes. [Civil Code §1363.05, Corp. Code §8320] The Board shall keep accurate Written minutes of its meetings, and shall retain them in the permanent records of the Association. The minutes, proposed for adoption that are marked to indicate draft status, or a summary of the minutes, of any Board meeting, other than Executive Session, shall be available to Members within thirty (30) days of the meeting. The minutes, proposed minutes, or summary minutes shall be distributed to any Member upon request and upon reimbursement for the costs in making that distribution.

ARTICLE 9 - POWERS AND DUTIES
OF THE
ASSOCIATION AND BOARD OF DIRECTORS

9.1 Powers of the Association. [Civil Code §1363; Corp. Code §7140; C.C.P. §383] The Association may exercise the powers granted to a nonprofit mutual benefit corporation, as enumerated in Corporations Code Section 7140, the powers granted to the Association by Code of Civil Procedure Section 383 and the powers granted to the Association in the Davis-Stirling Common Interest Subdivision Act, Civil Code Section 1350 et seq., as each may be amended from time to time hereafter.

9.2 Powers of the Board. [Corp. Code §7210] The Board shall exercise for the Association all powers and duties vested in or delegated to the Board or the Association by the Governing Documents and the California Corporations Code governing nonprofit mutual benefit corporations. Said powers and duties shall be subject to the limitations of the Governing Documents, and shall include, but not be limited to, the requirements of Section 9.5 and the following:

9.2.1 Formulating Rules and Regulations for the use and operation of the Separate Interests, the Common Area, and common facilities and facilities owned or controlled by the Association as provided in the Declaration and these Bylaws;

9.2.2 Enforcing the applicable provisions of the Governing Documents and any other instruments governing the ownership, management, and control of the Development;

9.2.3 Initiating and executing disciplinary proceedings against Members for violations of provisions of the Governing Documents in accordance with procedures set forth in Section 9.6 herein;

9.2.4 Suspending the voting rights of a Member and the privilege to use of any Recreational Facilities during any period in which such Member is in default in the payment of any Assessment levied by the Association or in which the Member is responsible for any continuing violation of the Governing Documents;

9.2.5 Paying taxes and assessments that are, or could become, a lien on all or a portion of the Common Area;

9.2.6 Contracting for casualty, liability, and other insurance on behalf of the Association;

9.2.7 Contracting for goods and services for the Common Area facilities, and interests of the Association, subject to the limitations set forth in Section 9.3 herein;

9.2.8 Borrowing money, pledging the right to exercise its assessment powers in connection with obtaining funds to repay a debt of the Association, selling property of the Association, incurring indebtedness and executing promissory notes or other evidences of debt for the Association, subject to the limitation set forth in Section 9.3 below;

9.2.9 [Corp. Code §7212] Creating committees pursuant to resolution adopted by a majority of the Board; provided that if a committee will exercise any power or authority of the Board, it shall consist of two (2) or more Directors, and as many other Members as the Board may designate, to serve at the pleasure of the Board. Directors need not serve on any committee unless it is empowered to exercise one or more powers or authority of the Board;

9.2.10 [Corp. Code §7210] Delegating its authority, duties, and responsibilities to its Officers, employees, committees, or agents, including a community association manager; provided however, that the activities and affairs of the Association shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board;

9.2.11 Employing attorneys, accountants, independent contractors, or such other agents and employees as they deem necessary, and prescribing their duties;

9.2.12 [Vehicle Code §21107.7] Petitioning the local governmental body having jurisdiction for application of the California Vehicle Code to any privately owned and maintained roads in the Development in the manner prescribed by California Vehicle Code Section 21107.7, as amended from time to time;

9.2.13 Authorizing the withdrawal of moneys from the Association's Reserve Accounts, upon the signatures of two (2) Directors or one (1) Director and one (1) Officer who is not a Director. The Board shall take reasonable precautions to insure that the appropriate signature authorization cards are delivered to the institution or institutions holding the Association's Reserve Accounts or shall obtain verification from such institution or institutions that the signature authorizations cards on file contain only the signatures of those Persons who were authorized to withdraw monies from the Reserve Accounts;

9.2.14 Authorizing any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Association, unless otherwise provided in the Governing Documents. Such authority may be general or confined to specific instances. Unless so authorized by the Board, no Officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount;

9.2.15 Filling vacancies on the Board, except for a vacancy created by the removal of a Director by Members;

9.2.16 Extending the time for return of Written Ballots when an action is taken without a meeting pursuant to Section 6.7 herein, by majority approval of the Board;

9.2.17 [Civil Code §1360(a)(2)] Authorizing a modification of the Common Area as provided by Law to facilitate access for Persons who are blind, visually handicapped, deaf, or otherwise eligible to receive such an accommodation; and

9.2.18 [Civil Code §1368] Providing any Owner with the following documents within ten (10) days of the mailing or delivery of a written request therefore and receipt of the costs to prepare and reproduce said documents:
(a) A copy of the Governing Documents;
(b) A copy of the most recent financial statement;
(c) A Written statement from an authorized representative of the Association specifying (i) the amount of the Association's current Regular and Special Assessments other fees; (ii) the amount of any Assessments levied on the Owner's Separate Interest that are unpaid on the date of the statement; and (iii) the amount of late charges, interest, and costs of collection that, as of the date of the statement, are or may be made a lien on the Owner's Separate Interest as provided in Civil Code Section 1367; and
(d) A statement noting any change in the Association's current

Assessments and fees which have been approved by the Board, but which have not become due and payable as of the date disclosure is provided pursuant to this Section.

9.3 Limitations on Powers. [DRE Reg. 2792.21(b)] Notwithstanding the provisions of Section 9.2, the Board shall be prohibited from taking any of the following actions, except with the vote or Written consent of a majority of the total Voting Power of those Members voting, so long as at least a quorum of Members casts a vote or Written consent:

9.3.1 Entering into a contract with a third Person under which the third Person will furnish goods or services for the Common Area or the Association for a term longer than one (1) year with the following exceptions:
(a) A management contract which provides that the Association may terminate such contract with or without cause upon thirty (30) days Written notice; provided however, that the term of any management contract may be renewable by agreement of the parties for successive one-year (1 yr.) periods;
(b) A contract with a public utility if the rates charged are regulated by the Public Utilities Commission; provided, however, that the term shall not exceed the shortest term for which the utility will contract at the regulated rate;
(c) Prepaid casualty and/or liability insurance of not more than three years (3 yrs.) duration; provided that the policy permits short rate cancellation by the insured; and
(d) Agreements for the sale or lease of burglar alarm and fire alarm equipment, installation, and services not exceeding five years (5 yrs.) duration.

9.3.2 Incurring aggregate expenditures for Capital Improvements to the Common Area in any fiscal year in excess of five percent (5%) of the budgeted gross expenses of the Association for that fiscal year;

9.3.3 Selling during any fiscal year property of the Association having an aggregate fair market value in excess of five percent (5%) of the budgeted gross expenses of the Association for that fiscal year, except as part of another transaction to trade-in or replace the property being sold or to acquire a Separate Interest obtained through foreclosure of the Association's lien or purchased to protect the Association's lien rights;

9.3.4 Borrowing money, pledging the right to exercise its assessment powers in connection with obtaining funds to repay a debt of the Association, incurring indebtedness and executing promissory notes or other evidences of debt for the Association, if the amount of the transaction exceeds five percent (5%) of the budgeted gross expenses of the Association for that fiscal year;

9.3.5 Filling a vacancy on the Board created by the removal of a Director by the Members which shall require a plurality vote of the Members;

9.3.6 Paying compensation to Directors or Officers of the Association for services performed in the conduct of the Association's business; provided, however, that the Board may cause a Director or Officer to be reimbursed for expenses incurred in carrying on the business of the Association; or
9.3.7 [Civil Code §1365.5(c)] Expending funds designated as Reserve funds, except as permitted by Civil Code Section 1365.5(c), as amended from time to time.

9.4 General Duties of the Board. It shall be the duty of the Board to:

9.4.1 [Corp. Code §8320] Cause to be kept a complete record of all its acts and corporate affairs (including adequate and correct books and records of account, minutes of the proceedings of its Members, Board and committees of the Board, a record of the Members giving their names and addresses and the class of Membership held by each), and to present a general statement of its acts and corporate affairs to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested by one-fourth (1/4) of the Voting Power of Members;

9.4.2 Supervise all Officers, agents and employees of this Association, and to see that their duties are properly performed;

9.4.3 [Civil Code §1365.7] Procure and maintain adequate fire, casualty, liability and hazard insurance, as required by the Declaration, in at least the minimum limits established by Civil Code Section 1365.7, and otherwise to insure adequately the property which is owned either by the Association or by its Members in common;

9.4.4 Cause all Officers or employees entitled to withdraw funds of the Association to be bonded;

9.4.5 Invest Reserve funds and any other surplus funds of the Association only in the name of the Association and only in financial obligations of the United States of America or in financial institutions whose deposits are insured by an agency of the United States of America, including, by way of illustration and not limitation, F.D.I.C. and F.S.L.I.C.;

9.4.6 Maintain, repair and restore those portions of the Development which are required by the Governing Documents;

9.5 Financial Documentation; Preparation, Reporting and Review Responsibilities of the Board. With regard to the preparation, reporting, and review of the Association's financial documentation, the Board shall have the following responsibilities:

9.5.1 [Civil Code §1365(a)] Preparing a pro forma operating budget for each fiscal year, and distributing a copy thereof to each Owner not less than forty-five (45) and not more than sixty (60) days prior to the beginning of the fiscal year. The budget shall contain at least the following:
(a) The estimated revenue and expenses on an accrual basis;
(b) A summary of the Association's Reserves based upon the most recent review or study conducted pursuant to Section 1365.5 of the California Civil Code, which shall be printed in bold type and include all of the following:
(i) The current estimated replacement cost, estimated remaining life, and estimated useful life of each major component;
(ii) As of the end of the fiscal year for which the study is prepared: (1) the current estimate of the amount of cash Reserves necessary to repair, replace, restore, or maintain the major components, and (2) the current amount of accumulated cash Reserves actually set aside to repair, replace, restore, or maintain those major components; and
(iii) The percentage that the amount determined for purposes of clause (2) of subparagraph (ii), above, is of the amount determined for purposes of clause (1) of subparagraph (ii), above.

The summary of the Association's Reserves disclosed pursuant to this Section shall not be admissible in evidence to show improper financial management of the Association, provided that other relevant and competent evidence of the financial condition of the Association is not made inadmissible by this provision;
(c) A statement as to whether the Board has determined or anticipates that the levy of one or more Special Assessments will be required to repair, replace, or restore any major component or to provide adequate Reserves therefore; and
(d) A general statement addressing the procedures used by the Board for the calculation and establishment of those Reserves to defray the future repair, replacement, or additions to those major components that the Association is obligated to maintain, or other components identified by the Board.
(e) [Civil Code §1363.05] A statement informing Members of their right to obtain copies of the minutes of meetings of the Board, and how and where those minutes may be obtained. If not mailed with the annual budget materials, this statement may be sent at the time of any general mailing to the entire Membership.
(f) In lieu of distributing the pro forma budget, the Board may elect to distribute a summary of the statement to each Owner with a Written notice, in at least 10-point bold type on the front page of the summary, that the statement is available at the business office of the Association or other designated location and that copies will be provided upon Written request and at the expense of the Association. The Association shall provide the copy to the Owner within five (5) working days after receipt of the Owner's Written request by first-class United States mail.

9.5.2 [Civil Code §1365(b); Corp. Code §8321] Preparing and distributing an annual report, within one hundred twenty (120) days after the close of each fiscal year, consisting of the following:
(a) A balance sheet as of the end of the fiscal year;
(b) An operating (income) statement for the fiscal year;
(c) A statement of changes in financial position for the fiscal year; and
(d) For any fiscal year in which the gross income to the Association exceeds $75,000.00, a copy of an audit of the Association's financial statement prepared in accordance with generally accepted accounting principles by a Certified Public Accountant, licensed to practice in California. [Corp. Code §8321] If the gross income to the Association does not exceed $75,000, and the annual report is not prepared by a Certified Public Accountant, it shall be accompanied by the certificate of an authorized Officer of the Association that the financial statements in the annual report were prepared from the books and records of the Association without independent audit or review.
(e) [Corp. Code §8322] Information concerning loans, guarantees, and indemnifications involving Directors and Officers and such other information required to be reported under Corporations Code Section 8322.
(f) [Corp. Code §8321(a)] A statement of the place where the names and addresses of the current Members are located.

9.5.3 [Civil Code §1365(d)] Preparing and distributing to the Owners, during the sixty (60) day period before the beginning of each fiscal year, a statement describing the Association's policies and practices in enforcing lien rights or other legal remedies for default in payment of its Assessments against Owners;

9.5.4 [Civil Code §1365.5] Causing, at least once every three (3) years, a study of the Reserve Account requirements of the Development to be conducted if the current replacement value of the major components which the Association is obligated to repair, replace, restore or maintain is equal to or greater than one-half (2) of the gross budget of the Association for any fiscal year. The Board shall review this study annually and shall consider and implement necessary adjustments to the Board's analysis of the Reserve Account requirements as a result of that review. This study shall, at a minimum, include:

(a) Identification of the major components which the Association is obligated to repair, replace, restore or maintain which, as of the date of the study, have a remaining useful life of less than thirty (30) years;
(b) Identification of the probable remaining useful life of the components identified in (a), above, as of the date of the study;
(c) An estimate of the cost of repair, replacement, restoration or maintenance of the components identified in (a), above, during and at the end of their useful life; and
(d) An estimate of the total annual contribution necessary to defray the cost to repair, replace, restore or maintain the components identified in (a), above, during and at the end of their useful life, after subtracting total Reserve funds as of the date of the study. (e.g. If a component costs $100,000 to replace, $50,000 is currently set aside in the Reserves for its replacement, and it has an estimated 10 years of remaining useful life, then the estimate of the total annual contribution to Reserves for this component should be $5000).

As used herein, the term "Reserve Account requirements" means the estimated funds which the Board has determined are required to be available at a specified point in time to repair, replace, or restore those major components which the Association is obligated to maintain; and
9.5.5 [Civil Code §1365.5(a)] Reviewing the following:

(a) A current reconciliation of the operating and Reserve Accounts of the Association on at least a quarterly basis;
(b) The actual Reserve revenues and expenses for the current year compared to the budget for the current year on at least a quarterly basis;
(c) An income and expense statement for the operating and Reserve Accounts of the Association on at least a quarterly basis; and
(d) The most recent account statements prepared by the financial institution where the Association has its operating and Reserve Accounts.

9.6 Disciplinary Actions Against Owners. [Civil Code §§1363 & 1363.05; Corp. Code §7341] In connection with the general power of enforcement described above, the Association may discipline Owners and Members for violation of any of the provisions of the Governing Documents.

The Board may suspend a Member's rights and privileges of ownership, including the Member's voting rights and privilege to use the Common Area and facilities, for any period of time during which the Assessment, late charges, costs of collection or other related charges on his or her Separate Interest remains unpaid. The Board shall also be empowered to suspend a Member's rights and privileges, including the Member's voting rights and privilege to use the Common Area and facilities, for a period of time to be determined by the Board for any single or non-continuing violation of the Governing Documents and for as long as the violation continues for any continuing violation of the Governing Documents, and to impose monetary penalties or other appropriate discipline for any other failure to comply with the Governing Documents, provided that the procedures for Notice and Hearing, satisfying the minimum requirements of Corporations Code Section 7341, as amended from time to time, are followed before a decision to impose such discipline is reached.

Any procedure for Owner discipline must be carried out in good faith and in a fair and reasonable manner. While a court may find other procedures to be fair and reasonable, the following procedure is deemed to be fair and reasonable according to Corporations Code Section 7341, and Civil Code Section 1363 in effect at the time these provisions were drafted:
9.6.1 The accused Owner shall be given Written notice of (1) the nature of any alleged violation, (2) the specific suspension, monetary fine, and/or other discipline proposed, and (3) the date, time, and place of the hearing, and (4) a statement that the Member has a right to attend and address the board at the meeting.

9.6.2 The accused Owner shall be given an opportunity for a hearing before the Board at least five (5) days before the proposed suspension, monetary penalty or other discipline becomes effective;

9.6.3 If the Owner fails to respond to the notice, the opportunity for a hearing shall be deemed to be waived, and the Owner may be found guilty by default of any violations which were alleged.

9.6.4 The hearing, if not waived by the Owner, shall be conducted by the Board, or by another body or committee authorized by the Board, to determine whether or not the proposed discipline should be imposed.

9.6.5 If the Association imposes any disciplinary action against the Owner, the Association shall give the Owner Written notice of any such disciplinary action, either by personal delivery or first-class mail, within 15 days after the hearing.

9.6.6 The notices required by this section may be given in any manner reasonably calculated to provide actual notice to the Owner, provided that any notice given by mail must be sent either by first class, certified or registered mail, postage prepaid, to the last address of the Owner as shown on the Association's records.

9.6.7 Notwithstanding the foregoing, under circumstances involving conduct that constitutes (a) an immediate and unreasonable infringement of, or threat to, the safety or quiet enjoyment of neighboring Owners; (b) a traffic or fire hazard, (c) a threat of material damage to, or destruction of, the Common Area; or (d) a violation of the Governing Documents that is of such a nature that there is no material question regarding the identity of the violator or whether a violation has occurred (e.g. parking violations), the Board or its agents may undertake immediate corrective or disciplinary action and conduct a hearing as soon thereafter as reasonably possible, if either (1) requested by the offending Owner within five (5) days following the Association's actions, or (2) on its own initiative;

9.6.8 The amount of any monetary penalty shall be established from time to time for each type of violation in an amount to be determined by the Board, and a schedule thereof shall be distributed to the Members by personal delivery or first class mail. Distribution of additional schedules is not required unless there are any changes to an existing schedule;

9.6.9 Except as provided by Law or in the Declaration relating to foreclosure for failure to pay Assessments, or as a result of the judgment of a court or a decision arising out of arbitration, the Association shall in no way abridge the right of any Owner to the full use and enjoyment of his or her Separate Interest or the utilities serving such Separate Interest, and no Owner of a Residential Lot may be expelled from the Association.

The provisions of this section are not required with respect to the levying of late charges, interest or reasonable costs of collection (including attorney's fees) against an Owner who is delinquent in the payment of Assessments.

9.7 Expending Reserve Funds. [Civil Code §1365.5] The Board may not expend funds designated as Reserve funds for any purpose other than the repair, restoration, replacement or maintenance of, or litigation involving the repair, restoration, replacement or maintenance of, major components which the Association is obligated to repair, restore, replace, or maintain and for which the Reserve fund was established. However, the Board may authorize the temporary transfer of money from a Reserve fund to the Association's general operating fund to meet short-term cash-flow requirements or other expenses.

The transferred funds shall be restored to the Reserve fund within one (1) year of the date of the initial transfer, except that the Board may, upon making a finding supported by documentation that a delay would be in the best interests of the Development, delay the restoration until the time which the Board reasonably determines to be necessary. The Board shall exercise prudent fiscal management in maintaining the integrity of the Reserve funds, and shall, if necessary, levy a Special Assessment to recover the full amount of the expended funds within the time limits required by this Section. This Special Assessment is subject to the limitation imposed by Section 1366 of the California Civil Code.

When the Board decides to use Reserve funds or to transfer money temporarily from the Reserve fund to pay for litigation, the Board shall notify the Member of that decision in the next available mailing to Members and of the availability of an accounting of those expenses. The Association shall make an accounting of expenses related to the litigation on at least a quarterly basis. The accounting shall be available for inspection by Members at the Association's office.

ARTICLE 10 - OFFICERS

10.1 Enumeration and Qualification of Officers. [Corp. Code §7213(a)] The Officers of this Association shall be a President, a Vice-President, and a Secretary, each of whom shall be Directors, and a Treasurer, who need not be a Director, but shall be a Member of the Association. The Board shall strive to appoint a President who has served on the Board for at least one year at any time in the past. The Board shall strive to appoint a Treasurer who has previous experience in accounting or bookkeeping and who is familiar with current accounting procedures. Any number of offices may be held by the same Person except for the offices of (a) President and Treasurer, and (b) President and Secretary.

10.2 Other Officers. The Board may appoint such other Officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may determine from time to time.

10.3 Appointment of Officers. The Officers shall be elected annually by the Board, as provided in Section 8.5.

10.4 Term of Officers. [Corp. Code §7213(b)] Each Officer shall hold office at the pleasure of the Board until the installation of Directors at the next annual meeting, unless such Officer shall sooner resign, or shall be removed, or otherwise become disqualified to serve.

10.5 Resignation and Removal of Officers. [Corp. Code §7213(b)] Any Officer may be removed from office by the Board, with or without cause. Any Officer may resign, at any time, by giving Written notice to the Board, the President, or the Secretary, or by giving verbal notice at a Board meeting such that the resignation is recorded in the minutes of the meeting. Such resignation shall take effect on the date of receipt of such notice, or at any later time specified therein. Unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

10.6 Return of Association Materials. Upon resignation, removal or expiration of an Officer's term, Officers shall return to the Association those Association materials in their possession.

10.7 Vacancies in Offices. A vacancy in any office may be filled by appointment by the Board. The Officer appointed to such vacancy shall serve for the remainder of the term of the Officer he or she replaces.

10.8 Duties. No Officer shall have the right, without the prior approval of the Board, to exercise any of the powers or to perform any of the acts delegated to the Board by the Governing Documents. Unless otherwise delegated by the Board, the duties of each Officer shall be as follows:
10.8.1 The President shall:

(a) Preside over all meetings of the Members and of the Board;
(b) Sign, as President, all deeds, contracts, and other Written instruments that have been approved by the Board, unless the Board, by duly adopted resolution, authorizes the signature of a lesser Officer;
(c) Call meetings of the Board whenever he or she deems it necessary, in accordance with any Rules and notice requirements imposed by the Board and the Governing Documents. The notice period shall not be less than that required by Section 8.1; and
(d) Discharge any other duties required of him or her by the Board.

10.8.2 The Vice-President shall:
(a) Act in the place and in the stead of the President in his or her absence, inability, or refusal to act; and
(b) Exercise and discharge any other duties required of him or her by the Board. In connection with any such additional duties, the Vice-President shall be responsible to the President.

10.8.3 The Secretary shall:
(a) Record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members;
(b) Keep the seal of the Association, if any, and affix it on all papers requiring the seal;
(c) Serve all required notices of meetings of the Board and the Members;
(d) Keep current records showing the names and addresses of all Members; and
(e) Sign, as Secretary, all deeds, contracts, and other Written instruments that have been approved by the Board, if the instruments that have been approved by the Board