ARTICLE 1 ORGANIZATION

1.1 Name and Location

The corporation is named Eastridge Hills Homeowners Association, referred to as the “Association” . Its principal office is located in Solano County, California, or at another place convenient to the Development as determined by the Board of Directors .

1.2 Purpose

The purpose of the Association is as specified in its Articles of Incorporation .

1.3 Successor Entity

If the Association as a corporate entity dissolves, a nonprofit unincorporated association will immediately form to succeed to all rights and duties. This unincorporated association’s affairs will be governed by California State law and, consistently, by the Declaration, Articles, and these Bylaws as if created for an unincorporated association .

ARTICLE 2 DEFINITIONS

Any capitalized terms not defined below refer to the meanings in Article 1 of the Declaration (“Definitions”) .

2.1 Additional Charges

“Additional Charges” encompass all costs, fees, charges, and expenditures, including but not limited to interest, late charges, attorney fees, recording and filing fees, and other costs incurred by the Association for collecting and/or enforcing Assessment payments .

2.2 Articles

“Articles” refers to the Amended and Restated Articles of Incorporation of Eastridge Hills Homeowners Association, as amended and filed with the California Secretary of State .

2.3 Assessments

“Assessments,” “Regular Assessments,” “Special Assessments,” “Reimbursement Assessments,” and “Enforcement Assessments” hold the meanings defined in the Declaration [8].

2.4 Association

“Association” means Eastridge Hills Homeowners Association, a California nonprofit mutual benefit corporation, and its successors and assigns [8].

2.5 Board of Directors

“Board of Directors” or “Board” refers to the Association’s governing body .

2.6 Bylaws

“Bylaws” refers to the Amended and Restated Bylaws of the Association, as duly adopted by the Board of Directors and Members, including any amendments .

2.7 Civil Code

“Civil Code” refers to the California Civil Code, as amended periodically .

2.8 Committee of the Board

“Committee of the Board” refers to a committee consisting solely of directors, as described in Corporations Code section 7212 .

2.9 Common Area

“Common Area” is defined as all real property owned or held by the Association for the common use and enjoyment of the Owners and Residents of the Development .

2.10 Contract Purchaser /Contract Seller

“Contract Purchaser” and “Contract Seller” are the respective parties in an installment land contract where property title transfers after the final payment .

2.11 Corporations Code

“Corporations Code” refers to the California Corporations Code, as amended periodically .

2.12 Declaration

“Declaration” refers to the Amended and Restated Declaration of Covenants, Conditions and Restrictions of Eastridge Hills Homeowners Association, recorded in Solano County, California, including any recorded amendments .

2.13 Delivery, When Effectíve

As per Civil Code section 4050, notice sent by United States mail is deemed delivered upon deposit, postage prepaid. Notice sent by electronic means is complete upon transmission .

2.14 Development

“Development” refers to all real property described in the Declaration as comprising the Eastridge Hills planned development, plus any additional real property later brought under the Association’s jurisdiction [9].

2.15 General Delivery /General Notice

“General Delivery” or “General Notice” means delivery to a Member(s) via one or more methods as per Civil Code section 4045, including [9]:

• Any method for Individual Notice (e.g., first-class mail, Express Mail, overnight delivery) .
• Inclusion in a billing statement, newsletter, or other document delivered by General Delivery .
• Posting a printed document in a prominent, accessible location designated for General Notices in the Annual Policy Statement .
• Inclusion in Association broadcast television programming, if applicable .

If a Member requests General Notices by Individual Delivery, then all “General Notices” for that Member must be delivered via “Individual Delivery” .

2.16 Governing Documents

“Governing Documents” include the Articles, Bylaws, Declaration, and Rules .

2.17 Individual Delivery / Individual Notice

“Individual Delivery” or “Individual Notice” means delivery to a Member(s) via one of the methods specified in Civil Code section 4040, including :

• First-class mail (postage prepaid), registered or certified mail, express mail, or overnight delivery by an express service carrier to the recipient’s last known address on Association books .
• Email, facsimile, or other electronic means if the recipient has provided written consent, which can be revoked in writing. Electronic transmission must also comply with Corporations Code sections 20 and 21, requiring consent for electronic receipt and other technical requirements .

2.18 Lot

“Lot” refers to any plot of land shown on a recorded subdivision map of the Development where a Dwelling has been constructed, excluding Common Area. There are eighty-one (81) Lots in the Development .

2.19 Majority of a Quorum

“Majority of a Quorum” means a majority of votes cast in any lawful Member vote or election where the number of ballots meets or exceeds the quorum requirement in Section 4.6 (“Quorum Requirements”) .

2.22 Owner

“Owner” is the record owner(s) of the fee simple title to any Lot, including Contract Sellers but excluding Contract Purchasers, and excluding those with interests merely as security for an obligation .

2.23 Resident

“Resident” is any person residing on a Lot within the Development, whether or not they are an Owner .

2.24 Rules

“Rules” are the policies, rules, and regulations governing the administration, management, operation, use, and occupancy of the Development, including Common Area use, personal conduct of Members, Residents, their households, pets, tenants, invitees, and guests, enforcement of Governing Documents, and other Association jurisdiction matters, as adopted, published, or amended by the Board in compliance with applicable law (e.g., Civil Code section 4340 and following) .

2.25 Total Voting Power

“Total Voting Power” refers to the total number of votes of all Members entitled to vote at a given time, calculated as one (1) vote per Lot, excluding Lots where an Owner is not a Member in Good Standing .

ARTICLE 3 MEMBERSHIP AND VOTING RIGHTS

3.1 Membership Appurtenant to Lot Ownership

Membership in the Association is limited to, and includes, all Owners of any Lot within the Development. Ownership of a Lot is the sole qualification for Membership. Membership is tied to Lot ownership and cannot be separated or independently transferred, encumbered, pledged, alienated, or hypothecated. Any attempt to do so is void. Upon transfer of a Lot, membership automatically transfers to the new transferee .

3.2 Owner’s Duty to Notify Association Annually of Owner’s Address for Notice Association’s Dutv to Solicit

As per Civil Code section 4041, each Owner must annually provide written notice to the Association of :

• Their address for receiving Association notices .
• An alternative or secondary address, if any, for notices .
• The name and address of their legal representative, including any person with power of attorney, for contact during extended absences .
• Whether the separate interest is Owner-occupied, rented out, developed but vacant, or undeveloped land .

If an Owner fails to provide such notice, the property address will be used for notices. Annually, at least thirty (30) days before sending its Annual Budget Report (Section 7.5), the Association must request this information from each Owner and record it .

3.3 Notice of Transfer of Title

Upon Lot title transfer, the transferee must notify the Association of the transfer, including Lot address, transferee and transferor names, and sale/transfer date. Until notification is received, communications to the previous Owner at the address in Association records are considered duly made to the transferee .

3.4 Proof of Membership

No person can exercise Member rights without satisfactory proof of membership, which may be a copy of a duly-executed and acknowledged grant deed or a title insurance policy showing the person as an Owner per Section 2.22 (“Owner”). Such documents are conclusive proof unless a conflicting claim from a later deed or policy exists .

ARTICLE 4 VOTING BY MEMBERS

4.1 Voting by Members; Members’ Request for Vote

All membership votes, including those requested by Members under Corporations Code section 7510(e), must be by “secret ballot” as per Civil Code sections 5100-5145. However, for matters not specified in Civil Code section 5100(a), the secret ballot return deadline can be less than thirty (30) days but must be reasonable. Voting by the method described in Corporations Code section 7513 is not permitted .

4.4 Voting and Election Rules

The Board must adopt Rules for membership voting and director elections in conformity with Civil Code section 5105(a) .

4.5 Open Forums

The Association Secretary may call informal “open forums” for Members to discuss common problems within a particular area or among all Members. Written notice, delivered at least five (5) days prior, must state the date, time, place, and general nature of topics. Members may discuss noticed topics, but no formal action can be taken, which is reserved for Member votes under Section 4.1; however, informational presentations are allowed .

4.6 Quorum Requirements

The number of ballots needed to establish a quorum is as follows :

4.6.1 Election of Directors

For any election of one or more directors, the number of valid ballots received constitutes a quorum .

4.6.2 Assessment Votes

To the extent required by Civil Code section 5605, for votes on Special Assessments or Regular Assessment increases requiring Member approval, a quorum means **more than fifty percent (50%) of the Members** (not Total Voting Power), or as otherwise required by law .

4.6.3 All Other Member Votes

For all other Member votes or elections, a quorum means **one-third (1/3) of the Total Voting Power** .

4.6.4 Meetings to Count Ballots

There is no quorum requirement for Member attendance at meetings held to tabulate ballots under Civil Code section 5120(a), and no voting by Members (other than ballot tabulation by inspectors) may occur at such meetings .

4.7 Act of Members Requires Majority of a Quorum

Unless Governing Documents specify a higher percentage of a quorum or a specified percentage of Total Voting Power, the affirmative vote of a **Majority of a Quorum** of Members constitutes the action of the Members .

4.8 Results of Membership Votes

As required by Civil Code section 5120(b), the Board must provide General Notice of tabulated election results to all Members within fifteen (15) days. Per Corporations Code section 8325, for sixty (60) days after any membership vote (or meeting), a Member can request to be informed of the vote results (for, against, abstaining/withheld votes). For director elections, the number of votes for each nominee must be reported .

4.9 Meetings of Members

If a Member vote or election requires a meeting, Corporations Code provisions (including sections 7510 and 7511) apply. Such meetings must follow a recognized system of parliamentary procedure or one adopted by the Association. A reasonable time limit for Members to speak must be established by the Board, as required by Civil Code sections 4925(b) and 5000(b) .

4.10 Place of Member Meetings

Member meetings are held within the Development, or at a convenient place designated by the Board as close as reasonably practicable to the Development .

4.11 Special Meetings of Members

Special Member meetings can be called by the Board President, by a majority vote of the Board, or upon written request of Members representing **five percent (5%) of the Total Voting Power** .

4.12 Notice of Member Meetings

Written notice for Member meetings must be given by Individual Delivery at least **ten (10) days but not more than ninety (90) days** before the meeting. For special meetings requested by Members, notice must be given by Individual Delivery within **twenty (20) days** of the Board’s receipt of the request, and the meeting date must be **not less than thirty-five (35) days nor later than ninety (90) days** after the request’s receipt. The notice must state the date, time, place, and purpose (for special meetings) .

ARTICLE 5 BOARD OF DIRECTORS: NOMINATION, SELECTION, TERM OF OFFICE, REMOVAL

5.1 Number of Directors

The Association’s affairs are managed by a Board of Directors, which shall consist of **three (3)** directors .

5.2 Annual Election of Directors

Directors are elected annually in **November** .

5.3 Qualification of Directors

To be eligible for election or service on the Board, a person must :

• Be a **Member in Good Standing** (or an officer, director, principal, or authorized representative if the Member is not a natural person) .
• Be over **eighteen (18) years of age** .
• Not have been found by a court of competent jurisdiction to be of unsound mind .
• Not have been convicted of a felony .

Co-Owners of one or more Lots may not serve on the Board simultaneously .

5.4 Nomination Procedures

Nominations for Board candidates can come from a Nominating Committee or by self-nomination. Any qualified Member (per Section 5.3) can self-nominate by providing written notice to the Association President or Secretary before the nomination deadline .

5.5 Deadline for Nominations

The Board sets the nomination deadline, which must be **not less than five (5) and not more than forty-five (45) days** before ballots are mailed or delivered for director elections .

5.6 Publication of Deadline for Nominations

The nomination deadline must be published at least **fifteen (15) days in advance** in an Association newsletter, or if none, by posting notice in prominent places within the Development, mailing/delivering notice to each Lot, or other reasonable means of actual notice to Members .

5.7 Election by Acclamation

If the number of nominated persons does not exceed the number of directors to be elected by the published deadline, the qualified nominees are declared elected by acclamation (unless prohibited by law) and take office at the first Board meeting after the deadline or annual meeting. Written notice of election by acclamation must be given to Members .

5.8 Notice of Known Candidate Names

The names of all qualified candidates known by the Board by the nomination deadline must be listed on the director election ballot .

5.9 Voting for Directors; No Cumulative Voting Permitted; No Write-ins

In director elections, Members in Good Standing cast one (1) vote per Lot owned for each position. The persons with the largest number of votes are elected. **Cumulative voting is not permitted**, nor is voting for write-in candidates who were not nominated by the deadline .

5.12 Removal of Directors by the Members

Consistent with Corporations Code section 7222, any director can be removed from the Board, with or without cause, by a vote of a **Majority of a Quorum** of the Members .

5.13 Reduction of Number of Directors

Any reduction in the authorized number of directors is subject to Corporations Code section 7222(c) .

5.14 Vacancies. Resignation Disqualification of Directors

A Board vacancy occurs due to :

• Death, resignation, or removal (by Members) of a director .
• A Board declaration of vacancy per Section 5.14 .
• An increase in the authorized number of directors .
• Failure of Members to elect the full authorized number of directors .

5.17 Replacement of Entire Board

If all three (3) director positions need to be filled in the same election, either :

• Three (3) directors are elected, with the two (2) highest vote-getters serving two-year terms and the other one (1) serving a one-year term to create staggered terms .
• Alternatively, if qualified candidates for the next annual election are three (3) or fewer, directors are elected by acclamation per Section 5.7 and draw lots to determine one-year or two-year terms to create staggered terms .

5.18 Directors’ Conflict of Interest

As per Corporations Code section 7233, any contract or transaction where a director or committee member has a material financial interest is a conflict. The interested director or committee member can be counted towards a quorum at a Board or committee meeting (Corporations Code section 7234) .

5.19 No Compensation of Directors

Directors receive no compensation for their service. However, they may be reimbursed for actual expenses incurred in their duties, upon Board approval .

5.20 Directors’ Standard of Care

As per Corporations Code section 7231, a director must perform their duties, including committee service, in good faith, in the corporation’s best interests, and with reasonable care as an ordinarily prudent person would under similar circumstances, including reasonable inquiry .

ARTICLE 6 MEETINGS OF DIRECTORS

6.2 Teleconference Meetings [19, 68, 70]

Teleconference meetings must protect Members’ rights and comply with the Davis-Stirling Common Interest Development Act (Civil Code section 4000 et seq.). Except for executive sessions, the meeting notice must identify at least one physical location for Members to attend, where at least one director or Board-designated person must be present. Directors’ participation constitutes presence if all participating directors can hear each other and Members speaking on Board matters .

6.3 Organizational Meeting

Within thirty (30) days after each annual director election, the Board of Directors must hold an organizational meeting to appoint officers and transact other business .

6.4 Regular Meetings of the Board

Regular Board meetings are held monthly with proper notice (Sections 6.7 and 6.8) at the specified place, day, and time. If monthly meetings are not justified by business, they will be held at intervals determined by the Board, but **no less frequently than once every three (3) months** .

6.5 Special Meetings of the Board

Special Board meetings are called by the Association President or any two (2) directors .

6.6 Emergency Meetings of the Board

As per Civil Code section 4923, emergency Board meetings can be called by the President or any two (2) directors (other than the President) if unforeseen circumstances require immediate attention and action, making regular notice impracticable .

6.7 Notice to Directors

Regular Board meetings can be held without further notice to the Board if the place, day, and time are fixed by Board resolution. Otherwise, notice of each Board meeting must be given to directors at least **four (4) days** before a regular meeting, and at least **forty-eight (48) hours** before a special meeting. Shorter notice is allowed for bona fide emergencies. Notice is not required for directors who sign a waiver or written consent to the meeting .

6.8 Notice to Members; Agenda

As required by Civil Code section 4920, prior written notice of the day, time, and place of each Board meeting must be given to all Members, except for bona fide emergency meetings. The notice must include the agenda, subject to Civil Code section 4930 .

6.8.1 Timing of Notice to Members

Notice of open Board meetings must be given at least **four (4) days** before the meeting. Notice of an executive session Board meeting must be given at least **two (2) days** before the meeting .

6.8.2 Delivery of Notice to Members

Notice to Members must be given by **General Delivery** in accordance with Civil Code section 4045 .

6.9 Open Meeting

Regular and special Board meetings must be open to all Members, except for executive sessions (Civil Code section 4925(a)). The Board must establish a reasonable time limit for Members to speak (Civil Code section 4925(b)), but this right does not entitle Members to participate in Board deliberations unless requested by the Board .

6.10 Executive Session

The Board may meet in executive session, as permitted by Civil Code section 4935, for :

• Conferring with legal counsel .
• Discussing/voting on personnel matters .
• Member discipline .
• Litigation involving the Association .
• Matters related to contract formation .
• Meeting with a Member, upon their request, regarding Assessment payments .

For Member discipline, the Board must meet in executive session if requested by the Member, who (and any other necessary/appropriate persons) may attend. However, a decision to record a lien for delinquent Assessments must be made at an open meeting (Civil Code section 5673). A vote to initiate foreclosure of a delinquent Assessment lien must be taken in executive session but recorded in the next open meeting’s minutes (Civil Code section 5705(c)). An open meeting is not required to precede an executive session .

6.11 Board’s Action by Unanimous Written Consent

As provided in Civil Code section 4910, the Board cannot take action by unanimous written consent without a meeting, except in emergencies and then only by electronic transmission (e.g., email per Civil Code section 4910(b)(2)). Such written consents must be filed with the Board’s meeting minutes .

6.12 Quorum for Board’s Action

A majority of the directors then in office (but **not less than two**) constitutes a quorum for business transactions. Any act or decision by a majority of directors present at a duly-held meeting with a quorum is considered the Board’s act. A meeting with an initial quorum can continue business even if directors withdraw, provided actions are approved by a majority of the required quorum .

6.13 Voting by Directors

As per Corporations Code section 7211(c), each director has one (1) vote and cannot vote by proxy or delegate their voting right .

6.14 Minutes of Meetings of Directors

As required by Civil Code section 4950(a), within thirty (30) days of any Board meeting, the Board must make available to Members either: the adopted minutes, or draft minutes (marked as such), or a summary of minutes. Matters discussed in executive session are generally noted in the Board minutes, but separate executive session minutes are not required (Civil Code section 4935(e)). Copies are provided upon Member request and reimbursement of costs .

ARTICLE 7 DUTIES OF THE BOARD OF DIRECTORS

The Board is ultimately responsible for the Association’s management and affairs, including the following specific duties :

7.1 Supervision

The Board supervises all Association officers, agents, and employees to ensure proper performance of duties .

7.2 Records and Minutes

The Board must keep a complete record of its acts and corporate affairs, including accurate and current Member records (names and addresses), adequate financial books/records, and minutes of proceedings for Members, the Board, Committees of the Board, and any other committee with decision-making authority .

7.3 Maintain Insurance

The Board must procure and maintain adequate casualty, liability, and other insurance consistent with Article 11 of the Declaration (“Insurance”) .

7.4 Enforcement of Governing Documents

The Board enforces the Governing Documents on its own initiative or upon written complaint from an Owner or Resident, following procedures in Article 14 of the Declaration (“Enforcement; Notice; Hearings”) .

7.5 Annual Budget Report

As per Civil Code section 5300(a), the Association must distribute an Annual Budget Report at least **thirty (30) days and not more than ninety (90) days** before its fiscal year end. This report must conform to Civil Code section 5300(b) and (e) and section 5550 regarding :

7.5.1 Pro Forma Operating Budget

A “pro forma operating budget” showing estimated revenue and expenses on an accrual basis .

7.5.2 Reserves Summary

A summary of the Association’s reserves, prepared per Civil Code section 5565 .

7.5.3 Reserves Funding Plan

A summary of the Board-adopted reserve funding plan (Civil Code section 5550(b)(5)), including notice that the full study is available upon request .

7.5.6 Statement of Reserve Calculations

A general statement on procedures for calculating and establishing reserves for major component repair/replacement/additions. It must include calculations using Civil Code section 5570(b)(4) formula, and may not assume a cash reserve return rate over two percent (2%) above the Federal Reserve Bank of San Francisco’s discount rate at calculation time .

7.5.7 Statement of Outstanding Loans

A statement indicating any outstanding Association loans with an original term over one (1) year, including payee, interest rate, outstanding amount, annual payment, and retirement date .

7.5.8 Summary of Association’s Insurance Policies [6, 23, 86]

A summary of the Association’s property, general liability, earthquake, flood, and fidelity insurance policies, including insurer name, type, policy limit, and deductible. This can be met by distributing declaration pages. The summary must include a specific statement in at least 10-point boldface type advising Members to consult their own brokers for additional coverage and warning that Association policies may not cover personal property or injuries within/around their dwelling .

7.6 Notice of Certain Changes in Insurance

As per Civil Code section 5810, the Association must provide Individual Notice to all Members as soon as practicable if any policies described in Section 7.5.8 lapse, are canceled without immediate renewal/replacement, or have significant changes (e.g., reduced coverage/limits, increased deductible). If non-renewal notice is received and replacement coverage won’t be in effect by lapse date, Individual Notice must be provided immediately .

7.7 Annual Policy Statement; Notifications to Members

As per Civil Code section 5310(a)(1)-(12), the Board must distribute an Annual Policy Statement to Members at least **thirty (30) days and not more than ninety (90) days** before the fiscal year end. This statement must include :

7.7.1 Official Communications to Association

Notification of the name and address of the person designated to receive official communications per Civil Code section 4035 .

7.7.2 Secondary Address for Certain Notices

Notification of an Owner’s right to request notices be sent to up to two addresses per Civil Code section 4040(b) (for annual reports, delinquent assessments, trustee sales) .

7.7.3 Location Designated for Posting General Notices

Notification of the designated location, if any, for posting General Notices .

7.7.4 Option to Receive General Notices by Individual Delivery

Notification of Members’ option to receive General Notices by Individual Delivery per Civil Code section 4045 .

7.7.5 Notice of Members’ Right to Receive Meeting Minutes

Notification of Members’ right to receive meeting minutes per Civil Code section 4950(b) .

7.7.6 Notice of Assessment Collection Policy

A statement describing the Regular and Special Assessments for the fiscal year and the Association’s collection policies as required by Civil Code section 5730 .

7.7.7 Notice Regarding Liens and Foreclosure

The statement required by Civil Code section 5730(a), printed in at least 12-point type .

7.7.8 Notice of Discipline Policy

A statement describing the Association’s discipline policy, if any, including any schedule of penalties for Governing Document violations per Civil Code section 5850 .

7.7.9 Notice of Dispute Resolution Procedures [7, 25, 91]

A summary of statutory provisions on internal dispute resolution (Civil Code sections 5920 and 5965), which may include copies of Declaration Sections 14.9-14.16. It also includes a summary of statutory alternative dispute resolution (Declaration Sections 14.17-14.19) .

7.7.10 Notice of Required Architectural Approval

Notice of the requirement for Association approval of property physical changes per Civil Code section 4765, describing changes needing approval and including a copy of the review/approval procedure (potentially Article 7 of the Declaration and Architectural Rules) .

7.7.11 Mailing Address for Overnight Payment of Assessments

A statement notifying Members of the mailing address for overnight assessment payments per Civil Code section 5655(c) .

7.7.12 Other Required Information

A statement notifying Members of other information required by law, Governing Documents, or deemed appropriate by the Board for the Annual Policy Statement .

7.8 Documents Provided to Prospective Purchasers

As required by Civil Code section 4530(a), the Board must provide requesting Owners with items specified in Civil Code section 4525(a) within **ten (10) days** of a written request .

7.9 Review of Annual Financial Statement

As required by Civil Code section 5305, if gross income exceeds **Seventy-five Thousand Dollars ($75,000.00)** in a fiscal year, the Board must obtain a review of financial statements (prepared per GAAP by a California State Board of Accountancy licensee) and distribute it to all Members via Individual Delivery within **one hundred twenty (120) days** after fiscal year close. If audited statements are required (Section 13.13 of the Declaration), those must be obtained instead .

7.10 Quarterly Review of Accounts [26, 38, 95]

The Board must review the Association’s operating and reserve accounts at least per minimum requirements in Civil Code section 5500, as follows :

• Review current reconciliation of operating accounts **at least quarterly** .
• Review current reconciliation of reserve accounts **at least quarterly** .
• Review current year’s actual reserve revenues and expenses compared to budget **at least quarterly** .
• Review latest account statements from financial institutions holding Association accounts .
• Review income and expense statement for operating and reserve accounts **at least quarterly** .

The term “reserve accounts” in this section aligns with Civil Code section 4177 .

7.11 Biennial Notice to Secretary of State

The Board must file a biennial (every two years) statement of officer names and agent for service of process with the Secretary of State (Corporations Code section 8210) and the statement required by Civil Code section 5405(a) .

7.12 Three-year Reserve Study and Annual Review

As per Civil Code section 5550, the Board must conduct a reserve account requirements study at least once every **three (3) years**, including minimum requirements from Civil Code section 5550(b). The Board must review this study annually and implement necessary adjustments to its reserve account analysis .

7.13 Prudent Management of Reserve Funds

The Board must prudently manage reserve accounts, prioritizing principal preservation and reasonable return to ensure fund availability based on the latest reserve study and applicable law. To the extent restricted by Civil Code section 5510(b), reserve funds should not be spent for purposes other than maintenance, restoration, repair, or replacement of, or litigation involving, major components for which the fund was established. However, the Board can authorize temporary transfers from a reserve fund to the general operating fund for purposes and under procedures specified in Civil Code section 5520 .

ARTICLE 8 POWERS OF THE BOARD OF DIRECTORS

The Board of Directors possesses powers granted by law or expressly stated in the Governing Documents, subject to any limitations in the Articles, Bylaws, or Declaration. These powers include :

8.2 Consult Professional Advisors

The Board has the power to consult with and reasonably rely on the advice of attorneys, accountants, and other professionals for its authority and responsibilities under Governing Documents and law, and to pay for such services .

8.3 Hire a Manager and Others

The Board can hire a manager or management company (as employee or independent contractor) and other necessary employees or independent contractors, and define their duties. Management contracts are subject to Declaration Section 13.8 limitations and must allow termination by either party without a termination fee: (i) upon ninety (90) days’ written notice without cause, and (ii) for cause upon thirty (30) days’ notice after providing notice and opportunity to cure .

8.4 Adopt and Enforce Rules

Subject to applicable law, including Civil Code sections 4340-4370 (regarding rule adoption/change procedures), the Board has the power to adopt, publish, amend, repeal, and enforce Rules .

8.5 Collect Assessments by Foreclosure and/or Legal Action

As detailed in the Declaration, the Board has the power to collect Association Assessments by foreclosing liens against properties with unpaid Assessments and/or by bringing legal action against the personally obligated Owner .

8.7 Pay Property Taxes [8, 100]

The Board has the power to pay all real property taxes and assessments levied on Development property not separately assessed to Owners. Such taxes/assessments can be contested or compromised before property sale if paid or bonded [100].

8.8 Deal with Association’s Property; Certain Limitations [8, 100]

The Board has the power to acquire and deal with Association real and personal property, subject to limitations in Governing Documents, including Declaration Section 3.11 (“New Capital Improvements”) and Section 3.12 (“Sale or Transfer of Association’s Property”) [100].

8.9 Open Bank Accounts; Borrow

The Board has the power to open bank accounts, designate signatories (subject to Bylaws Section 10.4 for reserve funds), and borrow money for the Association, subject to Declaration Sections 3.11 and 3.12 .

8.10 Pledge Assessments As Security [42, 101]

The Board can assign or pledge Association Assessments as loan security to a financial institution chartered or licensed under federal or state law (Civil Code section 5735). Member approval is required if such action is combined with a Regular Assessment increase or Special Assessment imposition that requires Member approval by law, with the same approval percentage as for the assessment itself [101].

8.11 Invest Reserve Funds [42, 102]

The Board has the power to manage and invest Association reserve funds prudently, aiming to preserve principal while achieving a reasonable return, and ensuring funds are available when needed, based on the Board’s latest review of the reserve fund study (Section 7.12) and applicable law [102].

8.13 Mergers

The Association has the power to participate in mergers and consolidations with other nonprofit organizations having similar purposes, provided such merger or consolidation is approved by a **majority of the Total Voting Power** .

8.14 Appoint Committees

The Board may appoint an Architectural Committee as per the Declaration, and a Nominating Committee as per these Bylaws .

8.15 Other Powers and Duties [43, 103]

The Board has all powers, duties, and authority vested in or delegated to the Association not reserved for Members by other Governing Document provisions, and can take any action deemed necessary or proper for the Association’s purposes, powers, and interests [103].

ARTICLE 9 OFFICERS AND THEIR DUTIES

9.5 Resignation and Removal

Any officer may be removed by the Board, with or without cause. An officer may resign by written notice to the Board, President, or Secretary, effective on receipt or a specified later date, without needing acceptance .

9.8 Authority to Bind Association [43, 104]

Unless expressly authorized by Board resolution, no officer has the power or authority to bind the Association or render it liable for any purpose or account [104].

9.9 No Compensation of Officers [44, 104]

No officer receives compensation for their service. However, upon Board approval, officers may be reimbursed for actual expenses incurred in their duties [104].

9.12 Secretary [32, 44, 105]

The Secretary keeps (or causes to be kept) minutes of all meetings of directors, Board committees, other decision-making committees, and Members’ meetings/votes at the principal office or Board-prescribed location. The Secretary gives (or causes to be given) notice of all required Member and Board meetings and maintains records of such notices. The Secretary also safeguards Association books, records, and documents, and performs other duties prescribed by the Board or Bylaws [32, 105].

9.13 Treasurer [44, 106]

The Treasurer is responsible for receiving and depositing Association monies into appropriate accounts and disbursing funds as directed by Board resolution. They may sign all Association checks and promissory notes, keep (or cause to be kept) proper books of account, and ensure an annual review (or audit, if required by Declaration Section 13.13) of the Association’s books/financial statements is conducted by a public accountant. The Treasurer assists the Board with annual budget and income/expenditure statements for Members and performs other duties prescribed by the Board [106].

ARTICLE 10 MINUTES; BOOKS AND RECORDS; FUNDS [9, 107]

10.1 Minutes of Meetings [9, 107]

As per Corporations Code section 8320(a)(2), the Association must keep minutes of meetings and proceedings for Members (including votes), the Board, Board Committees, and any other decision-making committee. Executive session matters are generally noted in the next open Board meeting minutes, with no other executive session minutes required (Section 6.14). Minutes must record meeting time/place, type (regular/special), authorization (if special), notice given, attendees (for directors/committees), number of votes cast/memberships/votes present (for Member meetings), and all proceedings [107].

10.2 Members’ Access to Minutes, Books, and Records [9, 33, 108]

As required by Civil Code sections 5205 and 5210, and subject to prerequisites and limitations (e.g., Corporations Code sections 8332, 8338, and Civil Code section 5215), the Association must make “Association records” and “enhanced Association records” (Civil Code section 5200) available for Member inspection and copying. This does not mandate creating/maintaining records not otherwise required. The Board may adopt reasonable rules for Member inspection/copying of records, consistent with Civil Code section 5205 [33, 108].

10.3 Directors’ Inspection Rights [45, 109]

As per Corporations Code section 8334, and subject to legal limitations, every director has the right to inspect and copy all Association books, records, and documents, and inspect physical properties, at any reasonable time [109].

10.4 Checks, Drafts, and Evidences of Indebtedness [45, 109]

All checks, drafts, or other payment orders for operational expenditures must be signed by **two (2) persons** (the manager and at least one officer or director) as specified by Board resolution. However, withdrawal of funds from the Association’s reserve account requires signatures of **at least two (2) Board members**, or **one (1) Board member and one (1) officer not on the Board** (Civil Code section 5510(a)) [109].

10.5 Funds and Deposits [45, 110]

Association funds must be deposited to the Association’s credit in banks or depositories determined by the Board [110].

10.6 Fiscal Year [45, 110]

The Association’s fiscal year is **January 1 through December 31** [110].

ARTICLE 11 AMENDMENTS [45, 110]

11.1 Amendments Generally [34, 45, 110]

These Bylaws can be amended by **Board approval** and the **affirmative vote of a Majority of a Quorum of the Members**. However, the Board can amend any Bylaw provision without Member approval, upon legal counsel’s advice and drafting, to [34, 110]:

• Resolve conflicts between Bylaws and applicable law due to new/amended statutes or case law developments .
• Conform Bylaws to non-discretionary changes in statutory law .

11.2 Record of Amendments

Adopted amendments or new Bylaw provisions must be placed in the Association’s minute book with a Secretary’s certificate stating approval dates by the Board (meeting or unanimous written consent) and Members .

ARTICLE 12 MISCELLANEOUS

12.1 Conflict in Governing Documents

In case of conflict: **Articles of Incorporation control over Bylaws**. **Declaration controls over Bylaws** .

12.2 Amendments to Referenced Statutes; Time for Performance

References to specific statutes (e.g., Civil Code, Corporations Code sections) include successor statutes and amendments. If Bylaws specify a time for Association acts that law also specifies, the performance time is the widest timeframe permitted under applicable law .