Section 1.1. Name of Association. The name of this corporation is Lake Shastina Property Owners Association and shall be referred to herein as the "Association".

Section 1.2. Association Is Nonprofit. The Association has been formed pursuant to the California Nonprofit Public Benefit Corporation Law (Cal. Corp. Code, §5110 et seq.) as a nonprofit public benefit corporation.

Section 1.3. Specific Purposes. The specific and primary purposes of this Association shall be to: (i) provide for the management, maintenance, protection, preservation and development of the Lake Shastina residential planned development located in the County of Siskiyou, State of California (the "Properties"); (ii) acquire, own, lease, control, maintain, protect, manage and develop the shoreline, parks, roads, streets, information kiosk, boat launch facilities, easement areas, and other Common Areas and community facilities of the Properties; (iii) exercise with regard to such areas and facilities all the powers, functions, rights and privileges which may be granted to the Association pursuant to the Declaration and other Governing Documents; (iv) enforce the Governing Documents (including the Association Rules adopted by the Board of Directors); (v) maintain in a clean and orderly manner that portion of the shoreline of Lake Shastina which is in immediate proximity to the Properties; (vi) enhance and promote the use and enjoyment of the Common Areas and Common Facilities by the Owners in common; (vii) promote the welfare, health, safety and beauty of the Properties and the improvements therein for the mutual benefit, pleasure and recreation of the Lake Shastina community; and (viii) take such action as in the judgment of the Board of Directors shall be necessary or proper or incidental to the foregoing purposes of the Association.

Section 1.4. Definitions.

(a) Declaration. "Declaration" means, collectively, the various Declarations of Covenants, Conditions and Restrictions which have been Recorded against the Properties, as such Declarations have been or may hereafter be supplemented, amended or modified from time to time.

(b) Member in Good Standing. "Member in good standing" means a Member who is current in the payment of all Assessments levied against the Member with respect to all of his or her Lots and who is not subject to any suspension of voting privileges as a result of any disciplinary proceeding conducted in accordance with Section 13.6 of the Declaration.

(c) Properties. "Properties" means the real property located in the County of Siskiyou, State of California, more particularly described on attached Exhibit "A".

(d) Other Definitions Incorporated by Reference. The terms defined in the Declaration shall have the same meaning when used herein unless the context clearly indicates a contrary intention.

ARTICLE II
Location of Principal Office

Section 2.1. Principal Office. The principal office for the transaction of the business of the Association is hereby fixed and located at 16320 Everhart Drive, Weed, County of Siskiyou, State of California. The Board is hereby granted full power and authority to change, by resolution, the principal office from one location to another in the County. Any such change shall be noted in the Association's corporate minute book, and this section may, but need not, be amended to state the new location.

Section 2.2. Other Offices. Branch or subordinate offices may at any time be established by the Board at any place or places where the Association is qualified to do business.

ARTICLE III
Membership

Section 3.1. Members of the Association. Every Owner of a Lot within the Properties is a Member of the Association. Membership in the Association is appurtenant to, and may not be separated from, ownership of any Lot.

Section 3.2. Term of Membership. Each Owner shall remain a Member until he or she no longer qualifies as such under Section 3.1 of these Bylaws. Upon the sale, conveyance or other transfer of an Owner's interest in a Lot, the Owner's membership interest appurtenant to the Lot shall automatically transfer to the Lot's new Owner(s).

Section 3.3. Multiple Ownership of Lots. Ownership of a Lot shall give rise to a single membership vote in the Association. Accordingly, if more than one person owns a Lot, all co-Owners of such Lot shall be deemed to be one Member for voting purposes, although all such co-Owners shall have equal rights as Members to use and enjoy the Common Areas and Common Facilities. Any one of the co-Owners shall be entitled to vote the membership, unless the secretary of the Association is notified in writing of the Owner designated by his or her co-Owners as having the sole right to vote the membership on their behalf. If such notification does not occur and more than one of the co-Owners votes a membership, the majority of such votes shall be the vote pertaining to such Lot. If there is not a majority of such votes, the vote of such membership shall not be considered as either in favor of or opposed to the issue or issues which are the subject of the vote, but the membership shall be considered for purposes of determining whether the quorum requirements applicable to the vote or meeting have been met.

Section 3.4. Furnishing Evidence of Membership. A person shall not be entitled to exercise the rights of a Member until such person has advised the secretary in writing that he or she is qualified to be a Member under Section 3.1 of these Bylaws, and, if requested by the secretary, has provided the secretary with evidence of such qualification in the form of a certified copy of a recorded grant deed indicating ownership as of the applicable record date. Exercise of membership rights shall be further subject to the rules regarding record dates for notice, voting and actions by written ballot and eligibility for voting set forth in Section 5.8 of these Bylaws.

ARTICLE IV
Membership Voting

Section 4.1. Single Class of Membership. The Association shall have one class of voting membership.

Section 4.2. Member Voting Rights. On each matter submitted to a vote of the Members, whether at a membership meeting called and held pursuant to the provisions of these Bylaws or otherwise, each Member shall be entitled to cast one vote for each Lot owned by such Member. Single memberships in which two or more persons have an indivisible interest shall be voted as provided in Section 3.3 of these Bylaws.

Section 4.3. Eligibility to Vote. Only Members in good standing shall be entitled to vote at any membership meeting. A Member's good standing for purposes of voting shall be determined as of the record date established in accordance with Section 5.8 of these Bylaws. The Association shall not be obligated to conduct a hearing in order to suspend a Member's voting privileges on the basis of the nonpayment of assessments, although a delinquent Member shall be entitled to request such a hearing in accordance with the Declaration.

Section 4.4. Manner of Casting Votes.

(a) Voting at Membership Meetings. Voting at any membership meeting may be by voice or by ballot; provided, however, that the vote shall be conducted by secret ballot when determined by the chairperson of the meeting, in his or her discretion, or when requested by 10 percent of the Members present in person at the meeting.

(c) Proxy Voting. Members otherwise eligible to vote at a meeting may do so in person or by proxy issued as provided in Section 4.5 of these Bylaws.

(d) Cumulative Voting. Cumulative voting shall not be permitted.

Section 4.5. Proxies.

(a) Proxies Generally. Any Member entitled to vote may do so either in person or by one or more agents authorized by a written proxy signed by the Member and filed with the secretary of the Association. Any proxy shall be for a term not to exceed 11 months from the date of issuance, unless otherwise provided in the proxy, except that the maximum term of any proxy shall be three years from the date of execution. Proxy forms shall be dated to assist in verifying their validity.

(b) Effectiveness of Proxies. Every proxy continues in full force and effect until revoked by the issuing Member prior to the vote pursuant thereto subject to the maximum term of a proxy set forth in subparagraph (a), above. Any proxy issued hereunder shall be revocable by the person executing such proxy at any time prior to the vote pursuant thereto, by: (i) delivery to the secretary of a written notice of revocation; (ii) a subsequent proxy executed by the Member executing the prior proxy and presented to the meeting; or (iii) as to any meeting, by attendance at such meeting and voting in person by the Member executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmarks contained on the envelopes in which they are mailed. A proxy shall be deemed revoked when the secretary shall receive actual notice of the death or judicially declared incompetence of the Member issuing the proxy, or upon termination of such Member's status as an Owner of a Lot as provided in Article III of these Bylaws.

(c) Validity of Proxies With Respect to Certain Material Transactions. Any proxy given with respect to any of the matters described in this subparagraph (c) shall be valid only if the proxy form sets forth a general description of the nature of the matter to be voted on. The matters subject to this requirement are:

(i) Removal of directors without cause;

(ii) Filling of vacancies on the Board;

(iii) Amendment of the Articles of Incorporation, these Bylaws or the Declaration;

(iv) Action to change any Association Assessments in a manner requiring membership approval under the Declaration;

(v) Sale, lease, exchange, transfer or other disposition of all or substantially all of the Association's assets otherwise than in the regular course of the Association's activities;

(vi) Merger of the Association or an amendment to an agreement of merger; and

(vii) Voluntary dissolution of the Association.

(d) Limited Proxies. Any form of proxy distributed to 10 or more Members must afford an opportunity on the proxy to specify a choice between approval or disapproval of any matter or group of related matters intended, at the time the proxy is distributed, to be acted upon at the meeting for which the proxy is solicited. If the form of proxy lists one or more matters to be acted upon and the issuer of the proxy has specified a choice with respect to any such matter, the proxy holder shall be obligated to cast the vote represented by the proxy in accordance with the issuer's designated preference.

(f) Proxy Rules for Memberships Held by More Than One Person. Where two or more persons constitute a Member, any proxy with respect to the vote of such Member may be signed by one or more of such persons so long as no more than one proxy is issued with respect to any single membership.

Section 4.6. Action by Written Ballot Without a Meeting.

(b) Written Ballots, Generally. Any matter or issue requiring the vote of the Members, including the election of directors, may be submitted for vote by written ballot without the necessity of calling a membership meeting, so long as the requirements for action by written ballot set forth in this section are met. The determination to seek Member approval for Association actions in this fashion shall be made by a majority vote of the Board. Once the determination is made to seek Member approval by written ballot, the Board shall establish a record date (see Section 5.8(a)(iii) of these Bylaws) and distribute a written ballot to every Member entitled to vote on the matter. This distribution shall be made consistent with the time requirements specified in subparagraph (d), below.

(c) Content of Written Ballots.

(i) Written Ballots Used for Voting in Director Elections. Written ballots used in any election of directors shall set forth the names of all candidates. Accompanying the written ballot shall be copies of all candidate's statements received by the Association prior to June 1 of that year (see Section 7.4 of these Bylaws).

(ii) Written Ballots Used for Voting on Other Matters. Any written ballot distributed to the Members to vote on any issue other than the election of directors shall set forth the proposed action and provide an opportunity to specify approval or disapproval of the proposal.

(iii) Specification of Time for Return of Written Ballot. All written ballots shall state the date by which the written ballot must be received in order to be counted (see subparagraph (d), below).

(d) Balloting Time Requirements. Written ballots shall be distributed to all eligible Members at least 30 days prior to the final date the written ballots must be received by the Association in order to be counted. All written ballots shall provide a reasonable time within which to return the written ballot to the Association. The time fixed for the return of written ballots may only be extended if the Board so notifies the Members on the face of the ballot or in the balloting solicitation materials originally sent to Members. The balloting in annual director elections shall be scheduled to culminate on the date of the annual membership meeting. If a Member elects to return his or her written ballot by mail or personal delivery to the address set forth in the solicitation materials for return of the ballots prior to the annual membership meeting, the written ballot must be received no later than the close of business on the second business day prior to the scheduled meeting date. If a Member elects to return his or her written ballot in person at the membership meeting, the ballot must be inserted in the ballot box prior to the conclusion of the time scheduled on the meeting agenda for receipt of ballots and conclusion of the election process.

(e) Requirements for Valid Member Action by Written Ballot. Membership approval by written ballot shall only be valid if: (i) the number of votes cast by ballot within the time established for return of the ballots equals or exceeds the quorum that would have been required to be present at a membership meeting if such a meeting had been convened to vote on the proposal (see Section 5.5 of these Bylaws); and (ii) for votes on matters other than director elections, the number of affirmative votes equals or exceeds the number of affirmative votes that would have been required to approve the action at such a meeting.

(f) Solicitation Rules. Written ballots shall be solicited in a manner consistent with the requirements of Section 5.4 of these Bylaws, pertaining to issuance of notices of membership meetings. All solicitations of written ballots shall indicate: (i) the number of responses needed to meet the quorum requirement for valid action; (ii) the time by which the written ballot must be received by the Association in order to be counted; (iii) with respect to ballots other than for the election of directors, the percentage of affirmative votes necessary to approve the measure; and (iv) the address for return of the written ballot in person or by mail.

(g) Additional Balloting Procedures. If deemed necessary by the Board, the written ballot shall be conducted in accordance with such additional procedures, not inconsistent with the provisions of this section, as may be prescribed by a firm of public accountants of good repute who may also be retained to supervise the secrecy and conduct of the balloting process. In order to ensure the secrecy of written ballots utilized in director elections and fairness in the conduct of the election, the Board may use the services of a public accountant, legal counsel or a bank, trust company, or similar neutral firm to receive and tabulate all written ballots (whether returned by mail or in person by Members attending that year's annual membership meeting). The firm which may be retained to perform such services shall have the full powers of an inspector of elections appointed by the Board pursuant to California Corporations Code Section 5615.

(h) Notification of Results of Balloting Process. Upon tabulation of the written ballots, the Board shall notify the Members of the outcome of the vote within 30 days following the close of the balloting process and tabulation of the ballots. If the number of written ballots cast with respect to any matter is insufficient to satisfy the minimum quorum requirements, the Board shall so notify the Members.

(i) Prohibition of Revocation. Once cast, a written ballot may not be revoked.

(j) Conduct of Informational Meetings. Use of the written ballot procedures set forth herein shall not preclude the Association from also conducting informational meetings of the Members or from scheduling a meeting to coincide with the culmination of the balloting period.

Section 4.7. Majority Vote of Members Represented at Meeting Required for Valid Action. At a meeting, the affirmative vote of a Majority of a Quorum of the Members who are entitled to vote and voting on any matter (other than the election of directors) shall be the act of the Members, unless the vote of a greater number is required by the California Nonprofit Public Benefit Corporation Law or by the Governing Documents. In the case of director elections, the candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected to the vacant director positions.

ARTICLE V
Membership Meetings

Section 5.1. Place of Meetings. Membership meetings shall be held at the offices of the Association within the Properties or at such other reasonable place within the State and at such time as may be designated by the Board in the notice of the meeting.

Section 5.2. Annual Meeting. There shall be an annual membership meeting in the month of August or September of each year. The date, time and location of the meeting shall be established by the Board and set forth in the notice of meeting sent to the Members in accordance with Section 5.4 of these Bylaws.

Section 5.3. Special Meetings.

(a) Persons Entitled to Call Special Meetings. A majority of the Board, the president or 5 percent or more of the Members may call special membership meetings at any time to consider any lawful business of the Association.

(b) Procedures for Calling Special Meetings Requested by Members. If a special meeting is called by Members other than the Board of Directors or the president, the request shall be submitted by such Members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by first-class, certified or registered mail or by telegraphic or other facsimile transmission to the president, any vice president, or the secretary of the Association. The officer receiving the request shall cause notice to be promptly given to the Members entitled to vote, in accordance with the provisions of Section 5.4 of these Bylaws, that a meeting will be held, and the date, time and purpose for such meeting, which date shall be not less than 35 nor more than 90 days following the receipt of the request.

If notice of the meeting is not given within the 20 days after receipt of the request, the persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a membership meeting may be held when the meeting is called by action of the Board of Directors or the president.

Section 5.4. Notice of Membership Meetings.

(a) Requirement That Notice Be Given. Notice of all regular and special membership meetings shall be sent or otherwise given in writing to each Member who is eligible to vote at the meeting as of the record date for notice established in accordance with Section 5.8 of these Bylaws.

(b) Time Requirements for Notice. The notice of membership meetings shall be given in the manner specified in subparagraph (e) of this section, not less than 10 nor more than 90 days before the date of the meeting. If notice is given by mail and the notice is not mailed by first-class, registered, or certified mail, the notice shall be given not less than 20 days (nor more than 90 days) before the meeting.

(c) Minimum Requirements Regarding Content of Notice. The notice of any membership meeting shall specify the place, date, and hour of the meeting and: (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may in that case be transacted; or (ii) in the case of a regular meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the Members; but any proper matter may be presented at the meeting for such action so long as a quorum is present. The notice of any meeting at which directors are to be elected shall include the names of all those individuals who are nominees at the time the notice is given to the Members. If it is anticipated that less than one-third of the Members are likely to attend the meeting, additional notice requirements apply. See Section 5.5 of these Bylaws.

(d) Specification of Certain Significant Actions. If action is proposed to be taken at any membership meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice or consent states the general nature of the proposal(s):

(i) Removing a director without cause;

(ii) Filling vacancies on the Board of Directors under those circumstances where a vote of the Members is required pursuant to Section 7.6(e) of these Bylaws;

(iii) Amending the Articles of Incorporation of the Association, these Bylaws or the Declaration in any manner requiring approval of the Members;

(iv) Approving any change in the Association's Assessments in a manner requiring membership approval under the Declaration; or

(v) Voting upon any election to voluntarily terminate and dissolve the Association.

(e) Manner of Service. Notice of any membership meeting shall be given either personally or by mail, telegraphic or other written communication, charges prepaid, addressed to each Member either at the address of that Member appearing on the books of the Association or the address given by the Member to the Association for the purpose of notice. If no address appears on the Association's books and no other has been given, notice shall be deemed to have been given if either: (i) notice is sent to that Member by mail or telegraphic or other written communication to the Association's principal office; or (ii) notice is published at least once in a newspaper of general circulation in the County. Notice shall be deemed to have been given at the time the notice is delivered to the Member personally or deposited in the mail (postage prepaid) or sent by telegram or other means of written or electronic communication to the Member as specified above.

(f) Affidavit of Mailing. An affidavit of the mailing or other means of giving any notice of any membership meeting may be executed by the secretary or the assistant secretary of the Association, and if so executed, shall be filed and maintained in the minute book of the Association. Such affidavit shall constitute prima facie evidence that proper notice was given.

Section 5.5. Quorum Requirements.

(a) Quorum Requirements Generally. The following quorum requirements must be satisfied in order to take valid action at any membership meeting or by written ballot in accordance with Section 4.6 of these Bylaws:

(i) Quorum for Votes on Assessment Increases. In the case of any membership meeting or written ballot called or conducted for the purpose of voting on assessment increases requiring membership approval (see Article IV of the Declaration), the quorum requirement for valid action on the proposal shall be the percentage specified in California Civil Code Section 1366 or comparable successor statute. That quorum percentage is currently a majority of the Members.

(ii) Quorum for Votes on Director Elections. In the case of any written ballot conducted for the purpose of electing directors, the quorum requirement for valid action shall be 5 percent of the Members eligible to cast a written ballot.

(iii) Quorum for Valid Action on Other Matters. In the case of a membership meeting or written ballot called or conducted for any other purpose, the quorum shall be 25 percent of the Members eligible to vote, represented in person at the meeting or casting a written ballot; provided, however, that if any regular membership meeting is actually attended, in person, by less than one-third of the Voting Power of the Association (but a quorum is present), the only matters upon which action may validly be taken are those matters the general nature of which were described in the notice of the meeting.

(b) Members Represented By Proxy. Members present at a membership meeting in person or by proxy shall be counted towards satisfaction of the quorum requirements specified herein.

(c) Effect of Departure of Members From Meeting. The Members present in person at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, so long as any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum. If a quorum is never established for the meeting, a majority of those Members who are present may vote to adjourn the meeting for lack of a quorum, but no other action may be taken or business transacted.

Section 5.6. Adjourned Meeting.

(b) Notice Requirements for Reconvened Meetings. When a membership meeting is adjourned to another time or place, notice need not be given of the new meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Notwithstanding the foregoing, if after adjournment a new record date is fixed for notice or voting, a notice of the rescheduled meeting must be given to each Member who on the record date for notice of the meeting is entitled to vote thereat.

Section 5.7. Effect of a Member's Attendance at a Meeting. Attendance by a Member at a meeting shall constitute a waiver of any objections such person may have with respect to notice of that meeting, except when the Member attends the meeting for the sole purpose of objecting at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting which are required to be described therein pursuant to Section 5.4(d) of these Bylaws, if that objection is expressly made at the meeting.

Section 5.8. Record Dates for Member Notice, Voting and Giving Consents.

(i) Record Date for Notice of Meetings. In the case of determining those Members entitled to notice of a meeting, the record date shall not be more than 90 days nor less than 10 days before the date of the meeting;

(ii) Record Date for Voting. In the case of determining those Members entitled to vote at a meeting, the record date shall not be more than 60 days before the date of the meeting;

(iii) Record Date for Action By Written Ballot Without Meeting. In the case of determining Members entitled to cast written ballots, the record date shall not be more than 60 days before the day on which the first written ballot is mailed or solicited; and

(iv) Record Date for Other Lawful Action. In the case of determining Members entitled to exercise any rights in respect to other lawful action requiring Member approval, the record date shall not be more than 60 days prior to the date of such other action.

(b) Failure of Board to Fix a Record Date. If the Board, for any reason, fails to establish a record date, the following rules shall apply:

(i) Record Date for Notice of Meetings. The record date for determining those Members entitled to receive notice of a membership meeting shall be the business day preceding the day on which notice is given, or, if notice is waived, the business day preceding the day on which the meeting is held.

(ii) Record Date for Voting. The record date for determining those Members entitled to vote at a membership meeting shall be the day of the meeting, or in the case of an adjourned meeting, the day of the reconvened meeting.

(iii) Record Date for Action by Written Ballot Without Meeting. The record date for determining those Members entitled to vote by written ballot on proposed Association actions without a meeting shall be the day on which the first written ballot is mailed or solicited.

(iv) Record Date for Other Lawful Action. The record date for determining those Members entitled to exercise any rights in respect to any other lawful action shall be Members at the close of business on the day on which the Board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

(v) "Record Date" Means as of Close of Business. For purposes of this subparagraph (b) a person holding a membership as of the close of business on the record date shall be deemed to be the Member of record.

Section 5.9. Conduct of Meetings. Membership meetings shall be conducted in accordance with a recognized system of parliamentary procedure or any parliamentary procedures the Association may adopt.

ARTICLE VI
Membership Rights

Subject to the provisions hereof and the provisions of the Declaration, the Members shall have the following rights:

Section 6.1. Use and Enjoyment of Common Areas by Members and Family. Each Member and the members of his or her family who also reside in the Member's Residence shall be entitled to the use and enjoyment of all Common Areas and Common Facilities within the Properties.

Section 6.2. Tenants/Lessees; Contract Purchasers. Each Member shall have the right to assign his or her rights as a Member (other than voting rights) to a tenant/lessee (hereafter, "tenant") or contract purchaser residing within the Member's Residence. Such assignment shall only be effective so long as the tenant or contract purchaser is residing in the Residence and is in compliance with the Governing Documents. At all times the Owner shall remain responsible for compliance by the Owner's tenant or contract purchaser, and their guests and invitees, with the provisions of the Governing Documents. Without limiting the foregoing, reference is specifically made to Section 2.3 of the Declaration for additional tenant and lease restrictions.

Section 6.3. Invitees and Guests. The invitees and guests of a Member shall have the right to use and enjoy the Common Areas and Common Facilities within the Properties, subject to the same obligations imposed on the Owner to observe the rules, restrictions and regulations of the Association as set forth in the Governing Documents.

Section 6.4. Association Governing Documents. The right of any person to use and enjoy the Common Areas and Common Facilities shall at all times be subject to the rules, limitations and restrictions set forth in the Governing Documents (as that term is defined in Section 1.15 of the Declaration. The Board shall have the right to impose monetary penalties or to temporarily suspend the use and enjoyment of any Common Area and Common Facilities (other than the roads) for the failure of a Member to pay any Assessments when due under the Declaration, or to comply with any other rule or regulation imposed upon such Member, or his or her tenants or guests, pursuant to the Governing Documents; provided, however, that any such suspension shall only be imposed after such person has been afforded the notice and hearing rights more particularly described in the Declaration.

ARTICLE VII
Board of Directors

Section 7.1. General Association Powers. Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, the Davis-Stirling Common Interest Development Act (Cal. Civ. Code, §1350 et seq.) and any limitations contained in any of the Governing Documents relating to action required to be approved by the Members, the business and affairs of the Association shall be vested in and exercised by, the Association's Board of Directors. Subject to the limitations expressed in Section 10.1 of these Bylaws, the Board may delegate the management of the activities of the Association to any person or persons, management company or committee, provided that notwithstanding any such delegation the activities and affairs of the Association shall continue to be managed and all Association powers shall continue to be exercised under the ultimate direction of the Board.

Section 7.2. Number and Qualification of Directors. The Board of Directors shall consist of five (5) persons who shall at all times be Members in good standing. Only one Owner per Lot shall be eligible to serve on the Board at any time. In accordance with California Corporations Code Section 5227, no more than 49 percent of the directors may be "interested persons", as that term as defined in that section.

Section 7.3. Term of Office. The directors of this Association shall serve for a term of two (2) years with three (3) directors elected in odd-numbered years and two (2) directors elected in even-numbered years. Each director, including a director elected to fill a vacancy or elected at a special membership meeting, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. Directors shall be limited to two (2) two-year terms, a total of four (4) consecutive years. They may run again after a one-year absence from the Board.

Section 7.4. Nomination of Candidates.

(a) Notification of Intention to be a Candidate. Members shall become candidates for election to the Board of Directors as follows: No later than April 1 of each year, the Association shall send a notice to all Members inviting eligible Members to become candidates for election to the Board. The Association's notice, which may be presented in the Association's regular newsletter, shall state: (1) the address to which interested Members must respond, (2) that the last date by which a Member may notify the Board of his or her desire to become a candidate is June 1 of that year, (3) that in order to be eligible to become a candidate, a Member must be a Member in good standing as of June 1 of that year, and (4) that in order to be eligible for election to the Board, a candidate must be a Member in good standing as of August 1 of that year. Each Member who wishes to become a candidate must submit a written notification to the Board no later than June 1 of that year indicating the Member's desire to become a candidate. The Member's notification to the Board may also, but need not, include a "candidate's statement" which shall not exceed one side of a single 8-1/2 x 11 inch page.

(b) Good Standing Requirement for Candidacy and Election. In order to be eligible to become a candidate, the Association's secretary must certify that the Member is a Member in good standing as of June 1 of that year. In order to be eligible for election to the Board, the Association's secretary must certify that the candidate is a Member in good standing as of August 1 of that year.

(c) Distribution of Candidate's Statements and Written Ballots. Each eligible Member who timely notifies the Board of his or her desire to become a candidate shall be a candidate. Each candidate's name shall be included on the official written ballot form (see Section 4.6(c) of these Bylaws). The Association shall distribute the written ballot forms, and any candidate's statements it has received, to all Members no later than July 1 of each year.

(d) Community Meeting/Candidate Forum. At the time the Association distributes the written ballot forms and any candidate's statements it has received, it shall also notify the Members of the date and location of a community meeting at which all candidates will have an opportunity to address, and respond to questions from, interested Members. The community meeting shall be held not less than 10 days after the notification is mailed, and not less than 10 days prior to the annual membership meeting date, at an appropriate location within or near to the Properties. The Board shall designate who shall preside over the community meeting, and shall apply such rules and procedures as the Board deems appropriate to accomplish an orderly and fair candidate forum.

Section 7.5. Election of Directors.

(a) Directors Elected by Written Ballot. The annual election of directors shall be conducted by written ballot in accordance with Section 4.6 of these Bylaws.

(b) Election to Office. The candidates receiving the highest number of votes shall be elected as directors and shall take office immediately following their election. In the event there is a tie vote between those candidates who receive the lowest number of votes necessary to qualify the candidate for election, the tie shall be broken by random drawing.

(c) Elections Committee. To assure efficient administration of the elections process, the Board shall appoint an Elections Committee which shall be responsible for certifying the good standing and eligibility of individuals to serve as candidates for election to the Board and to monitor the election process to help assure its fairness and impartiality.

Section 7.6. Vacancies on Board of Directors.

(a) Vacancies, Generally. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any of the following: (i) the death, resignation or removal of a director pursuant to subparagraphs (c) and (d) hereof; (ii) an increase of the authorized number of directors; or (iii) the failure of the Members, at any membership meeting at which any director or directors are to be elected, to elect the number of directors to be elected at such meeting.

(b) Resignation of Directors. Except as provided in this subparagraph, any director may resign, which resignation shall be effective on giving written notice to the president, the secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. Except upon notice to the Attorney General of the State of California, no director may resign where the Association would then be left without a duly elected director or directors in charge of its affairs.

(c) Authority of Board to Remove Directors. The Board of Directors shall have the power and authority to remove a director and declare his or her office vacant if he or she: (i) has been declared of unsound mind by a final order of court; (ii) has been convicted of a felony; (iii) fails to attend three consecutive regular Board meetings which have been duly noticed in accordance with California Law; or (iv) is not a Member in good standing at any time.

(d) Authority of Members to Remove Directors. Except as otherwise provided in subparagraph (c) hereof, a director may be removed from office prior to expiration of his or her term only by the affirmative vote of a Majority of a Quorum of the Members.

(e) Filling of Vacancies. Except for a vacancy created by the removal of a director by action of the Members, vacancies on the Board may be filled by a majority vote of the remaining directors or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a duly held meeting, or (3) a sole remaining director. A vacancy created by the removal of a director by action of the Members shall be filled by a vote of the Members. Furthermore, the Members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors by an election by written ballot.

(f) Reduction in Number of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

ARTICLE VIII
Board Meetings

Section 8.1. Place of Meetings; Meetings by Conference Telephone. Regular and special Board meetings may be held at any place within the State that has been designated from time to time by Board resolution and stated in the notice of the meeting. In the absence of such designation, regular meetings shall be held at the principal office of the Association. Notwithstanding the above provisions of this section, a regular or special Board meeting may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Members attending the meeting can hear one another. All directors participating in such a meeting shall be deemed to be present in person at such meeting.

Section 8.2. Annual Meeting of Directors. Immediately following each annual meeting of Members, the Board of Directors may hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of this meeting shall not be required.

Section 8.3. Other Regular Meetings. Other regular Board meetings shall be held without notice at such time as shall from time to time be fixed by the Board of Directors and communicated to the directors. Ordinarily, regular meetings shall be conducted at least monthly; provided, however, that regular meetings can be held as infrequently as every six months if the Board's business does not justify more frequent meetings. If the Board has not fixed the time and location for regular meetings, notice shall be communicated to the Board members not less than 72 hours prior to the meeting; provided, however, that notice need not be given to any Board member who has signed a written waiver of notice or consent to holding the meeting as more particularly provided in Section 8.7 of these Bylaws.

Section 8.4. Special Board Meetings.

(a) Who May Call a Special Meeting. Special Board meetings for any purpose may be called at any time by the president or any two directors.

(b) Notice of Special Meetings.

(i) Manner of Giving. Notice of the time and place of special Board meetings shall be given to each director by one of the following methods: (A) by personal delivery; (B) by first-class mail, postage prepaid; (C) by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the director or to a person at the director's home or office who would reasonably be expected to communicate such notice promptly to the director; or (D) by telegraph, facsimile, electronic mail, or other electronic means. All such notices shall be given or sent to the director's address or telephone number as shown on the records of the Association. Notwithstanding the foregoing, notice of a meeting need not be given to any director who has signed a written waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof as more particularly provided in Section 8.7 of these Bylaws.

(ii) Time Requirements. Notices to directors sent by first-class mail shall be deposited into a United States mailbox at least four days before the time set for the meeting. Notices to directors given by personal delivery, telephone, telegraph, facsimile, electronic mail or other electronic means shall be given at least 48 hours before the time set for the meeting.

(iii) Notice Contents. The notice shall state the time, place, and purpose of the meeting.

Section 8.5. Notice to, and Attendance by, Members; Common Interest Development Open Meeting Act Provisions. The following provisions reflect the California Common Interest Development Open Meeting Act (Cal. Civ. Code, §1363.05):

(a) Meetings Generally Open to Members. With the exception of executive sessions of the Board (see subparagraph (b), below), any member of the Association may attend Board meetings. For purposes of the Open Meeting Act, the term "meeting" includes any congregation of a majority of the directors at the same time and place to hear, discuss, or deliberate upon any item of business scheduled to be heard by the Board, except those matters that may be discussed in executive session.

(b) Executive Sessions. The Board, on the affirmative vote of a majority of the directors present at a meeting at which a quorum has been established, shall be entitled to adjourn at any time for purposes of reconvening in executive session to discuss: (i) litigation in which the Association is or may become a party; (ii) matters relating to the formation of contracts with third parties; (iii) Member discipline; or (iv) personnel matters. The Board must meet in executive session if requested by a Member who may be subject to a fine, penalty, or other form of discipline and the Member who is the subject of the disciplinary proceeding shall be entitled to attend the executive session. Any matter discussed in executive session shall be generally noted in the minutes of the Board meeting, taking into consideration the need to maintain confidentiality.

(c) Board Meeting Minutes. The minutes, minutes proposed for adoption that are marked to indicate draft status, or a summary of the minutes, of any Board meeting, other than minutes of an executive session, shall be available to the Members within 30 days of the meeting. The minutes, proposed minutes, or summary minutes shall be distributed to any Member upon request and upon reimbursement of the Association's costs in making that distribution. Members shall be notified in writing at the time that the pro forma budget required by Section 12.5 of these Bylaws is distributed or at the time of any general mailing to the entire membership of the Members' right to have copies of the minutes of any Board meeting and how and where those minutes may be obtained.

(d) Members' Right to Notice of Meetings. Unless the time and place of meeting is fixed by the Bylaws, or unless the Bylaws provide for a longer period of notice, Members shall be given notice of the time and place of meetings (as defined in subparagraph (a), above), except for "emergency meetings", at least four days prior to the date of the meeting. This notice may be given by posting the notice in a prominent place or places within the Common Area, by mail or delivery of the notice to each Lot within the Properties, or by newsletter or similar means of communication. For purposes of this subparagraph (d), an "emergency meeting" of the Board means a meeting called by the president or by any two directors under circumstances that could not have been reasonably foreseen which require immediate attention and possible action by the Board and which of necessity make it impracticable to provide prior notice to the Members as required by the Open Meeting Act.

Section 8.6. Quorum Requirements. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 8.8 of these Bylaws. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit Public Benefit Corporation Law, especially those provisions relating to: (i) approval of transactions to which the Association is a party and in which one or more directors has a direct or indirect material financial interest; (ii) appointment of committees; and (iii) indemnification of directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors below a quorum, if any action taken is approved by at least a majority of the required quorum for that meeting, or such greater number as is required by these Bylaws, the Articles or by law.

Section 8.7. Waiver of Notice. The transaction of any Board meeting, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if: (a) a quorum is present; and (b) either before or after the meeting, each of the directors not present, individually or collectively, signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the Association records or made a part of the minutes of the meeting and shall have the same force and effect as a unanimous vote of the Board. The requirement of notice of a meeting shall also be deemed to have been waived by any director who attends the meeting without protesting the lack of proper notice either before or at the inception of the meeting.

Section 8.8. Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of adjournment to any other time or place shall be given prior to the time of the adjourned meeting to the directors who are not present at the time of the adjournment. Except as hereinabove provided, notice of adjournment need not be given.

Section 8.10. Compensation. Directors, officers and members of committees shall not be entitled to compensation for their services as such, although they may be reimbursed for such actual expenses as may be determined by Board resolution to be just and reasonable. Expenses for which reimbursement is sought shall be supported by a proper receipt or invoice.

ARTICLE IX
Duties and Powers of the Board

Section 9.1. Specific Powers. Without prejudice to the general powers of the Board of Directors set forth in Section 7.1 of these Bylaws, the directors shall have the power to:

(a) Exercise all powers vested in the Board under the Governing Documents and under the laws of the State of California.

(b) Appoint and remove all officers of the Association, the Association's administrator, if any (subject to any contractual commitments which may exist), and other Association employees (if applicable); prescribe any powers and duties for such persons that are consistent with law, the Articles and these Bylaws; and fix their compensation.

(c) Appoint such agents and employ such other employees, including attorneys and accountants, as it sees fit to assist in the operation of the Association, and to fix their duties and to establish their compensation.

(d) Adopt and establish Association Rules (as that term is defined in Section 1.4 of the Declaration), and take such steps as it deems necessary for the enforcement of such Association Rules including, without limitation, the imposition of monetary penalties and/or the suspension of voting rights and the right to use any Common Areas or Common Facilities; provided notice and a hearing are provided as more particularly set forth in Section 13.6 of the Declaration. Association Rules adopted by the Board may contain reasonable variations and distinctions as between Owners and tenants.

(e) Enforce all applicable provisions of the Governing Documents relating to the control, management, and use of the Lots, Common Areas and Common Facilities and the roads within the Properties.

(f) Contract for and pay premiums for fire, casualty, liability and other insurance and bonds (including indemnity bonds) which may be required from time to time by the Association.

(g) Contract for and pay for maintenance, landscaping, utilities, materials, supplies, labor and services that may be required from time to time in relation to the Properties.

(h) Pay all taxes, special assessments and other assessments and charges which are or would become a lien on any portion of the Common Areas.

(i) Contract for and pay for construction or reconstruction of any portion or portions of the Properties which have been damaged or destroyed and which are to be rebuilt.

(j) Delegate its duties and powers hereunder to the officers of the Association or to committees established by the Board, subject to the limitations expressed in Section 10.1 of these Bylaws.

(k) Levy and collect Assessments from the Members of the Association in accordance with the Declaration, and establish and collect reasonable use charges for any or all of the Common Facilities as the Board may deem necessary or desirable from time to time for the purpose of equitably allocating among the users the cost of maintenance and operation thereof.

(l) Perform all acts required of the Board under the Declaration.

(m) Prepare budgets and maintain a full set of books and records showing the financial condition of the affairs of the Association in a manner consistent with generally accepted accounting principles, and at no greater than annual intervals prepare an annual financial report, a copy of which shall be delivered to each Member as provided in Section 12.5 of these Bylaws.

(n) Appoint an Elections Committee to assure efficient administration of the elections process, and prescribe rules under which such Elections Committee is to act, all as more particularly described in Section 7.5(c) of these Bylaws.

(o) Appoint such other committees as it deems necessary from time to time in connection with the affairs of the Association in accordance with Article X of these Bylaws.

(p) Fill vacancies on the Board of Directors or in any committee, except for a vacancy created by the removal of a Board member by action of the Members.

(q) Open bank accounts and borrow money on behalf of the Association and designate the signatories to such bank accounts.

(r) Bring and defend actions on behalf of the Members in common or the Association to protect the interests of the Members in common or the Association, as such, so long as the action is pertinent to the operations of the Association, and assess the Members for the cost of such litigation.

(s) Enter Lots as necessary, subject to the notice requirements of the Declaration, in connection with construction, maintenance or emergency repairs for the benefit of the Common Areas, Common Facilities or the Owners in common.

Section 9.2. Limitations on Powers. Without the vote or written assent of a majority of the Voting Power of the Association, the Board of Directors shall not take any of the following actions:

(a) Contract for the making of any singular capital improvement to the Common Area requiring the disbursement of an amount which exceeds 15% of the Association budgeted revenue for that fiscal year.

(b) Sell during any fiscal year property of the Association having an aggregate fair market value greater than 5 percent of the budgeted gross expenses of the Association for that year; provided however, that this limitation shall not apply to the sale or other disposition of Lots acquired by the Association in foreclosure proceedings, by gift, by deed-in-lieu of foreclosure, or otherwise.

(c) Pay compensation to directors or officers of the Association; provided that directors and officers can be reimbursed for reasonable out-of-pocket expenses, verified in writing, incurred in the discharge of their duties.

(d) Fill any vacancy on the Board of Directors created by the removal of a director by action of the Members.

ARTICLE X
Committees

Section 10.1. Committees of Directors. In addition to the Elections Committee appointed and constituted pursuant to Section 7.5(c) of these Bylaws and the Environmental Control Committee appointed and constituted pursuant to the Declaration, the Board may, by resolution adopted by a majority of the directors then in office, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. Committees shall have all the authority of the Board with respect to matters within their area of assigned responsibility, except that no committee, regardless of Board resolution, may:

(b) Fill vacancies on the Board of Directors or on any committee which has been delegated any authority of the Board.

(c) Amend or repeal Bylaws or adopt new Bylaws.

(f) Approve any self-dealing transaction, i.e., any transaction to which the Association is a party and in which one or more directors has a material financial interest.

Section 10.2. Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article IX of these Bylaws, concerning meetings of directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by Board resolution or by resolution of the committee. Special meetings of committees may also be called by Board resolution. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Unless otherwise provided in the Board resolution establishing the committee, minutes shall be kept of each meeting of any committee and shall be filed with the Association records. The Board of Directors may adopt additional rules, not inconsistent with the provisions of these Bylaws, for the governance of any committee.

ARTICLE XI
Officers

Section 11.1. Officers. The officers of the Association shall be a president, a vice president, a secretary and a chief financial officer (who shall be known as the treasurer). The Association may also have, at the discretion of the Board, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 11.3 of these Bylaws. Any person may hold two or more offices, except that neither the secretary nor the treasurer may serve concurrently as president.

Section 11.2. Election of Officers. The officers of the Association, except such officers as may be appointed in accordance with the provisions of Sections 11.3 and 11.6 of these Bylaws, shall be chosen annually by majority vote of the Board at its first regular meeting following the annual meeting of the Members or the election of directors, and each shall hold his or her office until he or she shall resign or shall be removed or otherwise disqualified to serve, or his or her successor shall be elected and qualified.

Section 11.3. Subordinate Officers. The Board may appoint, and may empower the president to 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 are provided in the Bylaws and as the Board may from time to time determine.

Section 11.4. Removal of Officers. Any officer may be removed, either with or without cause, by the Board at any regular or special meeting.

Section 11.6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.

Section 11.7. President. The president shall be elected by the Board from among the directors. He or she shall be the chief executive officer of the Association and shall, subject to the control of the Board, have general supervision, direction and control of the affairs and officers of the Association. He or she shall preside at all Board meetings, and shall have the general power and duties of management usually vested in the office of president of a corporation, together with such other powers and duties as may be prescribed by the Board or the Bylaws.

Section 11.8. Vice President. The vice president shall be elected by the Board from among the directors. In the absence or disability of the president, the vice president shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. He or she shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

Section 11.9. Secretary. The secretary shall be elected by the Board from among the directors. The secretary shall: (1) keep or cause to be kept at the principal office or such other place as the Board may order, a book of minutes of all meetings of directors and Members, with the time and place of holding same, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of Members present in person at membership meetings, and the proceedings thereof; (2) keep, or cause to be kept, appropriate current records showing the Members of the Association, together with their addresses; (3) give, or cause to be given, notice of all membership and Board meetings required by the Bylaws or by law to be given; and (4) have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

Section 11.10. Treasurer. The treasurer shall be elected by the Board from among the directors. The treasurer shall: (1) keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and other matters customarily included in financial statements; (2) deposit all monies and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board; (3) disburse the funds of the Association as may be ordered by the Board; (4) render to the president and directors, whenever they request it, an account of all of his or her transactions as treasurer and of the financial condition of the Association; and (5) have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws. If required by the Board, the treasurer shall give the Association a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his or her office and for restoration to the Association of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office.

ARTICLE XII
Member Assessment Obligations and Association Finances

Section 12.1. Description of Assessments to Which Owners Are Subject. Owners of Lots within the Properties are subject to Regular, Special and Special Individual Assessments as more particularly described in Article IV of the Declaration.

Section 12.2. Checks. All checks or demands for money and notes of the Association shall be signed by the president and treasurer, or by such other officer or officers or such other person or persons as the Board of Directors may from time to time designate. Notwithstanding the foregoing, any withdrawal of funds from Association accounts shall require the signature of two directors.

Section 12.3. Operating Account. There shall be established and maintained a cash deposit account to be known as the "Operating Account" into which shall be deposited the operating portion of all Regular and Special Assessments as fixed and determined for all Members. Disbursements from such account shall be for the general need of the operation including, but not limited to, wages, repairs, maintenance, and other operating expenses of the Properties.

Section 12.4. Other Accounts. The Board shall maintain any other accounts it shall deem necessary to carry out its purposes, including reserve accounts for replacement of capital improvements as more particularly set forth in Article IV of the Declaration. All Association books of account shall be maintained in accordance with generally accepted accounting principles.

Section 12.5. Budgets and Financial Statements. The following financial statements and related information for the Association shall be regularly prepared and copies thereof shall be distributed to each Member of the Association:

(a) Budget. A pro forma operating budget meeting the requirements of this subparagraph (a) shall be distributed to Members not less than 45 days nor more than 60 days prior to the beginning of the fiscal year. The budget shall include at least the following information:

(i) The Association's estimated revenue and expenses on an accrual basis;

(ii) A summary of the Association's reserves based upon the most recent review or study conducted pursuant to Section 12.6 of these Bylaws, and California Civil Code Section 1365.5, which shall be printed in bold type and include all of the following:

(A) The current estimated replacement cost, estimated remaining life and estimated useful life of each major component of the Properties which the Association is obligated to repair, replace, restore or maintain (collectively "Association Capital Projects");

(B) As of the end of the fiscal year for which the reserve study is prepared, the current estimate of the amount of cash reserves necessary for Association Capital Projects and the current amount of accumulated cash reserves actually set aside for Association Capital Projects.

(C) The percentage that the amount of accumulated cash reserves is of the estimated amount of necessary cash reserves calculated under subparagraph (B), above.

(iii) A statement as to whether the Board of Directors 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 therefor; and

(iv) A general statement setting forth the procedures used by the Board of Directors in calculating and establishing reserves to defray the future costs of repair, replacement or additions to major components of the Properties which the Association is obligated to maintain.

In lieu of distributing the complete pro forma operating budget as specified above, the Board of Directors may elect to distribute a summary of the budget to the Members (within the time limits provided above), together with a notice that the complete budget is available at the Association's principal office and that copies will be furnished, upon request, to any Member at the Association's expense. This notice shall be presented on the front page of the budget summary in at least 10-point bold type. If a Member requests a copy of the complete budget, the Association shall mail the material, via first-class mail, within five days.

(b) Annual Report. Within 120 days after the close of the fiscal year, a copy of the Association's annual report consisting of at least the following shall be distributed to Members:

(i) The assets and liabilities, including any trust funds, of the Association as of the end of the fiscal year;

(ii) The principal changes in assets and liabilities, including any trust funds, during the fiscal year;

(iii) The revenue or receipts of the Association, both unrestricted and restricted to particular purposes, for the fiscal year;

(iv) The expenses or disbursements of the Association, for both general and restricted purposes, during the fiscal year; and

(v) Any information required to be reported under California Corporations Code Section 6322 requiring the disclosure of certain transactions in excess of $50,000 per year between the Association and any director or officer of the Association and indemnifications and advances to officers or directors in excess of $10,000 per year.

The annual report shall be prepared in accordance with generally accepted accounting principles by a licensee of the State Board of Accountancy for any fiscal year in which the gross income of the Association exceeds $75,000. If the annual report is not prepared by such a licensee, it shall be accompanied by the certificate of an authorized officer of the Association that the statement was prepared without an audit from the books and records of the Association.

(c) Annual Statement Regarding Delinquency/Foreclosure Policy. In addition to financial statements, the Board of Directors shall annually distribute, within 60 days prior to the beginning of the fiscal year, a statement describing the Association's policies and practices in enforcing its remedies against Members for defaults in the payment of Regular and Special Assessments including the recording and foreclosing of liens against Members' Lots.

(d) Review of Accounts. On no less than a quarterly basis, the Board of Directors shall:

(ii) Review a current reconciliation of the Association's reserve accounts;

(iii) Review the current year's actual reserve revenues and expenses compared to the current year's budget;

(iv) Review the Association's latest account statements prepared by the financial institution(s) with whom the operating and reserve accounts are lodged; and

(v) Review the Association's income and expense statement for the operating and reserve accounts.

Section 12.6. Required Reserve Studies. At least once every three years, the Board shall cause to be conducted a reasonably competent and diligent visual inspection of the accessible areas of the major components which the Association is obligated to repair, replace, restore or maintain as part of a study of the reserve account requirements of the Properties if the current replacement value of such major components is equal to or greater than one-half of the gross budget of the Association which excludes the Association's reserve account for that period. The Board shall review the reserve 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. The reserve study required by this section shall include the minimum requirements specified in California Civil Code Section 1365.5 or comparable successor statute.

Section 12.7. Notification to Members Regarding Insurance Coverage Maintained by the Association.

(a) Scope of Required Summary Disclosures. In accordance with California Civil Code Section 1365, within 60 days preceding the beginning of the Association's fiscal year, the Association shall prepare and distribute to all Members a summary of the Association's property, general liability, and earthquake and flood insurance policies. The summary shall include the name of the insurer, the type of insurance, the policy limits of the insurance, and the amount of deductibles, if any.

(b) Use of Policy Declaration Page to Comply With Summary Disclosure Requirements. The Association's disclosure obligations may be satisfied by distributing to the Members a copy of the insurance policy declaration page, so long as that page presents the information specified in subparagraph (a) of this section.

(c) Notification of Cancellation. As soon as reasonably practicable, the Association shall notify the Members by first-class mail if any of the policies described in subparagraph (a) of this section have lapsed, been canceled, and are not immediately renewed, restored, or replaced, or if there is a significant change, such as a reduction in coverage or limits or an increase in the deductible for any of those policies. If the Association receives any notice of nonrenewal of a policy described in subparagraph (a) of this section, the Association shall immediately notify the Members if replacement coverage will not be in effect by the date the existing coverage will lapse.

(d) Required Disclaimer Statement. The summary distributed pursuant to subparagraph (a) of this section shall contain, in at least 10-point boldface type, the following statement:

This summary of the Association's policies of insurance provides only certain information, as required by California Civil Code Section 1365(e), and should not be considered a substitute for the complete policy terms and conditions contained in the actual policies of insurance. Any Association Member may, upon request and provision of reasonable notice, review the Association's insurance policies and, upon request and payment of reasonable duplication charges, obtain copies of those policies. Although the Association maintains the policies of insurance specified in this summary, the Association's policies of insurance may not cover your property, including personal property or real property improvements to or around your dwelling, or personal injuries or other losses that occur within or around your dwelling. Even if a loss is covered, you may nevertheless be responsible for paying all or a portion of any deductible that applies. Association Members should consult with their individual insurance broker or agent for appropriate additional coverage.

Section 12.8. Alternative Dispute Resolution (ADR) Disclosure. On an annual basis, the Board shall provide each member a summary of the provisions of California Civil Code Section 1354, which specifically references Section 1354 and which includes the language required by Section 1354(i). The summary shall be provided either at the time the budget required by Section 12.5(a) of these Bylaws is distributed or in the manner specified in California Corporations Code Section 5016.

ARTICLE XIII
Miscellaneous
Section 13.1. Inspection of Books and Records.

(a) Member Inspection Rights. All accounting books and records, minutes of proceedings of the Members, the Board and committees of the Board and the membership list of the Association shall at all times, during reasonable business hours, be subject to the inspection of any Member or his or her duly appointed representative at the offices of the Association for any purpose reasonably related to the Member's interest as such. Member's rights of inspection hereunder shall be exercisable on 10 days' prior written demand on the Association, which demand shall state the purpose for which the inspection rights are requested. Inspection rights with respect to the membership list shall be subject to the Association's right to offer a reasonable alternative to inspection within 10 days after receiving the Member's written demand (as more particularly set forth in California Corporations Code Section 6330 et seq.)

(b) Director Inspection Rights. Every director shall have an absolute right at any reasonable time to inspect all books, records, documents and minutes of the Association and the physical properties owned by the Association. The right of inspection by a director includes the right to make extracts and copies of documents.

(c) Adoption of Reasonable Inspection Rules. The Board of Directors may establish reasonable rules with respect to: (i) notice of inspection; (ii) hours and days of the week when inspection may be made; and (iii) payment of the cost of reproducing copies of documents requested by the Member.

Section 13.2. Administrator. The Board may, from time to time, employ the services of an administrator or contract with another entity for administrative services to manage the affairs of the Association and, to the extent not inconsistent with the laws of the State of California, and upon such conditions as are otherwise deemed advisable by the Board, the Board may delegate to the administrator any of its day-to-day management and maintenance duties and powers under these Bylaws and the Declaration, provided that the administrator shall at all times remain subject to the general control of the Board.

Section 13.3. Amendment or Repeal of Bylaws. Except as otherwise expressly provided herein, these Bylaws may only be amended or repealed, and new Bylaws adopted by the affirmative vote or assent by written ballot of a Majority of a Quorum of the Members; provided that if any provision of these Bylaws requires the vote of a larger proportion or all of the Members, such provisions may not be altered, amended or repealed except by such greater vote, unless otherwise specifically provided herein. Any amendment to these Bylaws shall become effective immediately upon approval by the Members. The secretary of the Association shall certify adoption of any duly approved amendment to the Bylaws and a copy of the certificate and the amendment shall be included in the Association's corporate records.

Section 13.4. Notice Requirements. Any notice or other document permitted or required to be delivered as provided herein may be delivered either personally or by mail. If delivery is made by mail, it shall be deemed to have been delivered 72 hours after a copy of same has been deposited in the United States mail, postage prepaid, addressed as follows: If to the Association or the Board of Directors at the principal office of the Association as designated from time to time by written notice to the Members; if to a director, at the address from time to time given by such director to the secretary for the purpose of service of such notice; if to a Member, at the address from time to time given by such Member to the secretary for the purpose of service of such notice, or, if no such address has been so given, to the address of any Lot within the Properties owned by such Member.

Section 13.5. Indemnification.

(a) Indemnification by Association of Directors and Officers. To the fullest extent permitted by law, the Association shall indemnify its directors and officers, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding" as that term is used in that section and including an action by or in the right of the Association, by reason of the fact that such person is or was a director or officer. The term "Expenses", as used in this section, shall have the same meaning as in California Corporations Code Section 5238(a).

(b) Approval of Indemnity by Association. On written request to the Board by any person seeking indemnification hereunder, the Board shall promptly determine in accordance with California Corporations Code Section 5238(e) whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if it has, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to the proceeding, the Board shall promptly call a meeting of Members. At that meeting, the Members shall determine under California Corporations Code Section 5238(e) whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if it has, the Members present at the meeting shall authorize indemnification.

(c) Advancement of Expenses. To the fullest extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a director or officer seeking indemnification under paragraphs (a) and (b) of this section in defending any proceeding covered by those sections shall be advanced by the Association before final disposition of the proceeding, on receipt by the Association of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Association for those expenses.

(d) Insurance. The Association shall have the power to purchase and maintain insurance on behalf of its directors and officers against other liability asserted against or incurred by any director or officer in such capacity or arising out of the director's or officer's status as such.

Section 13.6. Construction and Definitions. Unless the context requires otherwise or a term is specifically defined herein, the general provisions, rules of construction, and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, and singular number includes the plural and the plural number includes the singular. All captions and titles used in these Bylaws are intended solely for the reader's convenience of reference and shall not affect the interpretation or application of any of the terms or provisions contained herein.

CERTIFICATE OF SECRETARY

The undersigned, secretary of the corporation known as Lake Shastina Property Owners Association, hereby certifies that the above and foregoing Restated Bylaws, consisting of 26 pages, were duly adopted by written ballot of the Members of the Association on _____________, 199__, and that they now constitute the Bylaws of the Association.

LAKE SHASTINA PROPERTY OWNERS
ASSOCIATION, a California nonprofit public
benefit corporation

By ______________, Secretary

RESTATED BYLAWS
OF
LAKE SHASTINA PROPERTY OWNERS ASSOCIATION