BYLAWS. Corona del Vista, Inc. A California Non-Profit Mutual Benefit Corporation Anza Avenue, Vista, California DATED: January 2013

Transcription

1 BYLAWS OF Corona del Vista, Inc. A California Non-Profit Mutual Benefit Corporation at 1501 Anza Avenue, Vista, California DATED: Page 1 of 33

2 TABLE OF CONTENTS ARTICLE I. NAME AND OFFICES ARTICLE II. PURPOSES AND LIMITATIONS ARTICLE III. MEMBERS ARTICLE IV. MEETING OF MEMBERS ARTICLE V. DIRECTORS ARTICLE VI. OFFICERS ARTICLE VII. EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS ARTICLE VIII. CORPORATE RECORDS, REPORTS, AND SEAL ARTICLE IX. BYLAWS ARTICLE X. INDEMNIFICATION ARTICLE XI. DISSOLUTION Page 2 of 33

3 ARTICLE I. NAME AND OFFICES Name. The name of the Corporation is Corona del Vista, Inc. (the Corporation ) Principal Office. The principal office of the Corporation for the transaction of its business shall be the office of the Board of Directors located in the Park at 1501 Anza Avenue, City of Vista, County of San Diego, California Change of Address. Board of Directors is hereby granted full power and authority to change the principal office of the Corporation from one location to another within San Diego County, California. Any such change shall be noted by the Secretary in the Bylaws, but shall not be considered an amendment of the Bylaws. ARTICLE II. PURPOSES AND LIMITATIONS General Purpose. The Corporation is a non-profit mutual benefit corporation organized under the Non-Profit Mutual Benefit Corporations Law of the State of California (the Non-Profit Mutual Benefit Corporations Law ). The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Non-Profit Mutual Benefit Corporations Law Specific Purpose. The Corporation is organized and operated exclusively within the meaning of Section 528(c) of the Internal Revenue Code, Section 23701t of the California Revenue and Taxation Code, and the Fair Housing Amendments Act of The Corporation is a Homeowners Association for the acquisition, construction, management, maintenance, and care of residential real estate, electing to be treated as a tax-exempt organization, also qualifying under the fifty-five (55) years of age or older exemption of the Fair Housing Amendments Act of Limitations. The following are limitations on the purposes of the Corporation: Residential. Use. At least eighty-five percent (85%) of the lots or buildings must be for residential purposes; Income Received. Sixty percent (60%) or more of the Corporation s gross income for the tax year must be from membership dues, fees, or assessments received from owners of residential units or from owners of residences or residential lots Purpose of Expenditures. Ninety percent (90%) or more of the Corporation s expenditures for the tax year must be for acquisition, construction, management, maintenance, and care of the Corporation s property. Page 3 of 33

4 No Earnings to Members. No part of the net earnings inures (other than by providing management, maintenance, and care of the Corporation s property or by a rebate of excess membership dues, fees, or assessments) to the benefit of any private shareholder or individual Memberships Not Registered under Securities Act of The memberships of the corporation have not been registered under the Securities Act of 1933, as amended (the Act ) Facilities and Services. The Park continues to have significant facilities and services specifically designed to meet the physical and social needs of older persons Age Restriction. At least eighty percent (80%) of the units in the Park are occupied by at least one person fifty-five (55) years of age or older. Provided, however, the minimum age for residency in the Park is forty-five (45) years of age Policies and Procedures for Age Restrictions. The Board of Directors publish and adhere to policies and procedures to provide housing for persons fifty-five (55) years of age or older Common Interest Development Act. The Corporation continues to adhere to applicable provisions of the Davis-Sterling Common Interest Development Act (California Civil Codes Sections ). ARTICLE III. MEMBERS Classification and Qualification of Members. The Corporation shall have one class of members, Equity members, described as follows: Equity Members. Equity members shall be those natural persons who meet all of the following qualifications as of the date he/she is admitted as an Equity member: (a) Approval by the Board of Directors or its appointed representative(s); (b) Forty-five (45) years of age or older, or fifty-five (55) years of age or older as necessary and required by the Board of Directors to meet the requirements of Section (c) Purchased one Equity membership in the corporation, concurrently with the purchase and continued ownership of a mobile/manufactured home located in the Corona del Vista mobile home park as described by resolution of the Board of Directors; (d) Signed an occupancy agreement as adopted by the Board of Directors for the occupancy of a Space; and (e) Have agreed to make the Park his/her principal residence throughout the term of Equity membership. For the purpose of this section, principal residence is defined to be that place of abode where the member, by his/her Page 4 of 33

5 actions, evidences the intention to live in the manufactured home situated on the member s space for an undetermined period, albeit not necessarily combined with the design to stay permanently. In all matters relating to residence or domicile, the members space within the Corona Del Vista, Inc. Resident Owned facility located at the common street address of 1501 Anza Avenue, Vista, California shall constitute the member s principal residence. (f) During the term of the residency of a member, as described in this Section, the member shall not have the right to lease his/her/their space or manufactured home. In the event of the death of a member (or the death of the last of multiple co-members), the Estate (or Trust, if applicable) of such deceased member shall continue to be subject to duties and obligations of the deceased member, as otherwise provided in Section 3.13(a), and such Estate Representative or Successor Trustee shall not have the right to lease the space and manufactured home, pending the subsequent sale of such membership and manufactured home to an otherwise qualified person or persons. In the event of the temporary, but indeterminate inability, due to the health or other bona fide reasons of a member to continue in physical occupancy of the manufactured home located on the member's space, the member shall not have the right to lease such manufactured home to a third party. Notwithstanding the foregoing, during the temporary absence of the member, a family member (by blood or marriage) who meets the minimum age qualification for residency (45 years of age) may occupy the member s manufactured home for purposes of safekeeping and maintenance until the member returns thereto. The right of such family member to occupy the member s manufactured home and space shall be subject to review six months following the member s vacancy of such home and space to determine whether there is a reasonable probability that the member will, in fact, return to physical occupancy of such manufactured home and space. (g) In the event a spouse or other previously authorized person who is a comember, or an authorized occupant with a resident member, should die, vacate the member s manufactured home by reason of dissolution or annulment of the marriage, or vacate that manufactured home for any reason (which reason will remain confidential and need not be disclosed), the member remaining in occupancy of the manufactured home shall, within ten (10) days of such death, or other event causing the vacation of such premises, notify the resident manager, in writing, of such fact in order that the manager can maintain a proper census of the occupants of this facility who continue to reside therein as permanent residents. Thereafter, if the member remaining in residence should re-marry, or invite another otherwise qualified third party, or parties, to live with the surviving/remaining member, as that party s proposed future permanent residence, such member shall, no less than ten (10) days prior to the expected occupancy of such new person, or persons, notify the resident manager in writing of such further action. The proposed new occupant, whether as a spouse, or otherwise, shall be required to complete and execute the same Occupancy Agreement referenced in Subsection , below, and (h) In the event that as of the date of the death of an Equity member, the mobile home and space of that member is shared with a spouse, adult child, Page 5 of 33

6 or companion who is then over the age of 45, but under the age of 55, who claims that mobile home and space to be his, her, or their residence and who has theretofore signed the Occupancy Agreement referred to in Section , below, and that resident/occupant is or becomes the heir and devisee of the deceased member by reason of the deceased member s Will, Trust or under the rules of intestate succession, that, or those, then resident occupants of the mobile home and space, shall have the absolute right to succeed to such interest and remain in occupancy and possession of such mobile home on its space within this facility, subject only to the right of the Board to request a Transfer Fee and a copy of the deceased member s Will, Trust or other satisfactory evidence sufficient to establish that such under 55 years of age person, or persons, is/are the intended and sole heir(s) and future devisee(s) of the interest of the deceased member in and to such space, mobile home and right of membership. (i) Any non-resident heir, then over the age of 55, to whom the deceased has bequeathed his/her mobile home, space and membership, by Will, Trust, or who becomes entitled thereto under the rules of intestate succession, shall have the right to submit an Application to become an Equity Member if such heir otherwise satisfies the conditions for qualification as a future Equity Member as set forth in this Section If the non-resident heir is under the age of 55, the sole right of such heir, following the perfection of such claimed right of ownership evidenced by an appropriate Court Order, Assignment, or other documentary evidence, satisfactory to the Board of Directors, shall be the right to sell such mobile home to an otherwise qualified person or persons Eligibility of Equity Membership. Any natural person eligible for admission to membership pursuant to Section 3.03 is eligible to be an Equity member Admission to Membership. Any natural person, qualified for Equity membership under Section and eligible for membership under Section 3.02, shall be admitted to Equity membership only upon the occurrence of all of the following: Approval of Directors. Approval by a majority of the Board of Directors, or a majority of a Membership Committee duly authorized by resolution of the Board of Directors to admit members, of an application submitted by the prospective member in such form and in such manner as prescribed by resolution of the Board of Directors; Payment of First Month s Dues. Receipt by the corporation of the first monthly installment of annual dues as specified under Section 3.02; Payment of Transfer Fee. Receipt by the Corporation of a transfer fee, if applicable under Section 3.05; and Signed Occupancy Agreement. Receipt by the Corporation of a signed occupancy agreement in the form and content prescribed by the Board of Page 6 of 33

7 Directors for a Space. The Occupancy Agreement shall have a provision, among other things, requiring the Equity member to reside in the Park as the Equity member s principal residence No Application Fee. The Board of Directors shall not require the payment of a refundable or non-refundable application fee with any application for membership Transfer Fee. The Board of Directors may, by resolution, require the payment of a transfer fee, for the issuance or reissuance of memberships, in an amount determined by resolution of the Board of Directors, which shall not exceed the lesser of $200 or actual costs related to the issuance or reissuance of memberships Assessments. All memberships shall be subject to assessment. The amount of each levy and the method of collection shall be fixed by resolution of the Board of Directors and shall be equally prorated among each and all of the members. Any such assessment shall be reasonable in relation to the financial needs of the Corporation. Assessments shall be made payable at such times or intervals, and on such notice, as the Board shall prescribe by resolution Number of Memberships. The number of memberships shall be limited to one hundred four (104) which is equal to the total number of Spaces as of the date the Bylaws are adopted. Each Space is entitled to one membership Membership Book. The Corporation shall keep in written form, or in any other form capable of being converted into written form, a membership book containing the name, address, and class of each member. The membership book shall also contain the fact of termination or cessation of membership and the date on which such membership terminated or ceased. The membership book shall be kept at the principal office of the Corporation and shall be subject to the rights of inspection as required by Section 3.09 or as otherwise required by applicable law Inspection Rights of Members. Members of the Corporation shall have the right to inspect the records of the Corporation as provided in this Section Demand and inspection. Members of the Corporation shall have the right to inspect the records of the Corporation for a purpose reasonably related to the member s interest as a member, subject to compliance with provisions and conditions set forth in Section 8330 of the California Corporations Code. All such rights shall be subject to the right of the Corporation, acting in good faith and with a substantial basis, to petition the Superior Court of the County of San Diego for an Order setting aside the requesting member s demand for inspection pursuant to the provisions of Section 9331 of the California Corporations Code and the power of the Court to limit inspection rights, unless the Corporation, or the Court by appropriate Order, provides a reasonable alternative that reasonably achieves the proper purpose set forth in the requesting member s demand for inspection as permitted by the provisions of Sections 8331 and 8332 of the California Corporations Code. Page 7 of 33

8 Inspection. The rights of inspection set forth in Section may be exercised by any member for a purpose reasonably related to the member s interest as a member Certificates of Memberships. The Board of Directors shall have the power to cancel, issue, and/or reissue certificates of membership pursuant to the Bylaws. The Board of Directors shall provide by resolution for the issuance of certificates evidencing membership in the Corporation. The certificates issued by the Corporation shall state on the certificate that the Corporation is a non-profit mutual benefit corporation which may not make distributions to its members except on dissolution. The certificates for Equity members shall also state on the certificates that the Equity membership is transferable subject to the right of the Corporation to purchase and reissue any membership to any natural person purchasing an Equity member s mobile home pursuant to Section 3.12, provided the purchaser qualifies for membership under Section and is eligible for membership under Section The ownership of a mobile home in this Park and the issuance of Certificate of Membership are concomitant rights and privileges and cannot be sold or transferred independent of the other. This corporation shall have no obligation to pay to a selling member the amount of his/her then book value equity interest in the corporation as the same may then exist at the time of the member s sale of his/her mobile home and membership interest to a third party buyer Non-liability of Members. A member of the Corporation shall not solely, because of such membership, be personally liable for the debts, obligations, or liabilities of the Corporation Transferability. Transferability rights of Equity memberships shall be as follows: The Board of Directors may provide, by resolution pursuant to Section 3.11, for the transfer of Equity memberships, without restriction or limitation, including without limitation, transfer upon the death of a member or sale of the member s mobile home, provided, however, that rights in the Equity membership are not divisible and shall not be transferred without the transfer of the membership and all rights in the membership Termination. Termination of membership may be accomplished as provided in this Section. The membership and all rights of membership shall automatically terminate upon the occurrence of any one or more of the following causes: (a) The termination of a member s residency in the Park including, without limitation, termination of the Occupancy Agreement in the case of Equity members, or the sale of the member s mobile home, as provided in Section Provided, however, termination of residency by death or physical disability of a member, or by foreclosure of a permitted encumbrance held by a lender pursuant to Section 3.16, shall not terminate membership, and all obligations of Equity membership shall continue to be the obligations of the Page 8 of 33

9 heirs, estate of the deceased member or incapacitated member, or lender upon a foreclosure of the permitted encumbrance, or the purchaser of the membership at a foreclosure sale until membership is transferred to a qualifying Equity member pursuant to the Bylaws. Except for a lender who has foreclosed on a permitted encumbrance, no third party, non-resident, who may have acquired the interest of the deceased member, or the interest of the last surviving co-member to die, by gift or inheritance, may lease or occupy the former deceased member s mobile home. Only the lender who has foreclosed may lease the mobile home, on a month-to-month basis, pending the sale of such mobile home to an otherwise qualified person or persons, by such lender. (b) The nonpayment of dues or assessments, subject to the limitations set forth in Section ; (c) Conduct which the Board of Directors deems to be detrimental to the best interest of the Corporation, including, but not limited to, violation of any provision of the Bylaws, failure to satisfy membership qualifications, or flagrant violations of the rules and regulations of the Park, as may be adopted by the Board of Directors, subject to the limitations set forth in Section Termination of Residency. The membership of any member and such member s interest in the corporation shall automatically be terminated in the event of the loss of title and ownership of such member s mobile home incident to a foreclosure by a lender, or other secured party holding a permitted encumbrance on the member s mobile home; however, the membership of any member shall not be automatically terminated on such member s voluntary termination of (i) residency in the Park, (ii) the Occupancy Agreement; however, on the occurrence of either of the foregoing events, the Board of Directors may, by resolution, require the member to offer his/her membership for sale within a reasonable time to a buyer who intends to become a resident of the Park. For purposes of these Bylaws, a permitted encumbrance is defined to be any Security Agreement held by an institutional lender, or a former member who sold his/her mobile home to the foreclosed member, retaining a security interest therein as security for the future payment of the balance of the purchase price thereof. The member s Certificate of Membership shall be deemed a part of such security whether or not described as such in the lender/secured party s Security Agreement Nonpayment of Dues or Assessments. The membership of any member who fails to pay his or her dues or assessments within thirty (30) days following the date the dues or assessments are due shall automatically terminate at the end of such thirty (30) day period, provided such member was given both a fifteen (15) day prior written notice of the termination stating the reasons therefore and a timely opportunity to be heard on the matter of the termination pursuant to Section Misconduct and Violations. The membership of any member who is adjudged by the Board of Directors for misconduct, including, but not limited to, violations of the Bylaws, failure to satisfy membership qualifications, or violations of the rules and regulations of the Park, as adopted by the Board of Page 9 of 33

10 Directors, shall automatically terminate thirty (30) days after such member receives notice of a termination of membership from the Board of Directors, provided such member is given a timely opportunity to be heard on the matter of termination pursuant to Section Notice and Hearing. Each member whose membership is to be terminated involuntarily pursuant to sections , , or , or whose good standing (as defined in section 4.04) is to be suspended shall receive a fifteen (15) day prior written notice of the termination and/or suspension stating the reasons for the termination and/or suspension and a timely opportunity to be heard on the matter of the termination and/or suspension. The notice shall be given personally to such member, or deposited in the message tube for the space of such member, or sent by first-class mail, postage prepaid, to the last address of such member as shown on the records of the Corporation. The opportunity to be heard may, at the election of such member, be oral or in writing and shall occur not less than five (5) days before the effective date of the termination and/or suspension. The hearing shall be conducted at the principal office of the Corporation or such other location as the Board of Directors deem appropriate by giving notice of the change in location to such member along with the notice of hearing to such member as prescribed in this subsection. The hearing shall be conducted by a quorum of the Board of Directors, as determined under Section 5.10, and presided over by the President of the Corporation or, in the absence of the President, the Vice President, or in the absence of both, a director chosen by the other directors present. The presiding director shall perform the following duties: (a) Read the charges against the subject member; (b) Require that the charges be verified by the testimony of the person or persons making them; (c) Hear any other witnesses against the subject member; (d) Allow the subject member to cross-examine each witness following the testimony of that witness; (e) Allow the subject member to make a statement on his or her own behalf; (f) Allow the subject member to call witnesses on his or her own behalf; and (g) Allow the directors conducting the hearing to question the witnesses after they have been questioned by the subject member. The directors conducting the hearing shall conduct the hearing in good faith and in a fair and reasonable manner. The Board of Directors shall have the exclusive power and authority to decide whether or not the proposed termination and/or suspension shall take place. The decision of the directors shall be final Effect of Termination. On the termination of a member s membership all rights of that member in the Corporation and in the Corporation s property, if any, shall cease, including without limitation, the right to occupy a Space under an occupancy agreement in the case of an Equity member, except that the termination shall not constitute a forfeiture of the member s property interest in Page 10 of 33

11 the Corporation, but rather shall require the member to forthwith sell such membership. Termination shall not relieve the terminated member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments, fees, rental payments, lease payments, occupancy Agreement payments, or any other charge arising from contract or otherwise. The Corporation shall retain the right to enforce any such obligation(s) and/or obtain damages for the breach of such obligation(s) and/or enforce any lien rights to which the Corporation may be entitled by contract and/or applicable law Effect of Suspension. On the suspension of a member s good standing, all rights to which the member is entitled under the Bylaws shall be suspended, except for the right to occupy the member s Space, until the good standing status is reinstated by the Board of Directors. The Board of Directors may impose any conditions the Board of Directors deems reasonable for reinstatement of the member s good standing. The Board of Directors shall have the sole authority to determine when those conditions have been satisfied and the sole authority to reinstate the member s good standing. The obligations of the suspended member to the Corporation, under the Bylaws, and the occupancy agreement shall continue during the period of suspension. If the conditions for reinstatement have not been satisfied within the period of time imposed by the Board of Directors and/or a new cause for termination arises, the Board of Directors may seek termination of such member s membership pursuant to subsection Lien and Offset Rights. To the fullest extent permitted by applicable law, the Corporation shall have a lien on each member s membership interest for the payment of all amounts due to the Corporation, including, without limitation, collection costs and reasonable attorney s fees, under the occupancy agreement. To the fullest extent permitted by applicable law, the Corporation shall also have a lien on the member s mobile home that occupies the member s space for the payment of all amounts due to the Corporation by the member under the Bylaws and/or the occupancy agreement, including, without limitation, reasonable attorney s fees and costs. The Corporation shall have the right to take any action necessary to perfect the liens described under this Section, including, without limitation, requiring members to sign a security agreement and/or appropriate security instrument evidencing the lien, and filing and/or recording such agreement and/or other instrument with the appropriate state, county and/or local government office as necessary to perfect the lien. In addition to the lien rights under this Section and to the fullest extent permitted by applicable law, the Corporation shall have the right to offset against the Equity member s equity interest in the Corporation for all amounts owing by an Equity member to the Corporation under the Bylaws, the occupancy agreement, and/or any other contract between the Equity member and the Corporation. Upon any payment by the Corporation to an Equity member of the Equity member s equity interest in the Corporation, the Corporation may first deduct all amounts owing by the Equity member under the Bylaws, the occupancy agreement and/or any other contract and remit the balance as required by applicable law and/or contract to such Equity member. Page 11 of 33

12 3.15. Permitted Encumbrances. A member may encumber his/her membership share in the Corporation with a lien, provided all of the following are satisfied: Related to Mobile Home. The lien against the membership is given by the member in conjunction with the purchase or refinance of the member s mobile home and/or an equity loan secured by the member s mobile home and certificate of membership or in conjunction with any loan conditions or terms established by the City of Vista Community Development Commission for financial assistance to residents; and Written Notice. The member and/or lender notifies the Corporation in a written notice delivered to the Secretary, prior to giving the lien, of member s intent to grant a lien against the membership Lender Protections. Provided the Secretary receives written notice from the lender taking the lien on a membership share pursuant to Section 3.16, the lender shall be entitled to the following: Notice. The Corporation will register the lien on the member s membership share in the records of the Corporation; and, the Corporation will notify the lender in writing of any default under the encumbered membership, at the address of the lender given to the Corporation in the notice of lender s lien delivered to the Secretary, prior to taking any action to terminate the membership of the defaulting member; Right to Cure. Lender may cure and shall have an additional ten (10) business days beyond the time required for member s performance to cure any monetary default under the membership of the defaulting member; Forbearance from Termination. If the default is not subject to monetary cure by the lender, Corporation will forbear from terminating the membership as a result of the non-monetary default, provided lender commences and diligently pursues foreclosure of its lien Rights and Obligations on Foreclosure. Upon foreclosure of its lien against the membership share, lender shall be obligated to pay all assessments, and/or fees pursuant to the Bylaws, incurred after the date of foreclosure. Lender s liability for such dues, assessments, and/or fees shall terminate upon sale of the membership to a qualified person for Equity Membership pursuant to Section If someone other than the lender acquires the membership at the foreclosure sale, that person or persons must be qualified for admission to Equity Membership pursuant to Section The Occupancy Agreement related to the membership shall be assumable by the lender, following a default on any secured loan, in accordance with the terms of the lender s security agreement. Page 12 of 33

13 Following any foreclosure, the lender shall succeed to all rights of the member, and shall have the right to appoint a designee to exercise all rights and powers of membership, including the right to sell the membership and assign the occupancy agreement to any person who meets the requirements for membership. Further, if the lender is unable to sell the membership and assign the occupancy agreement within 60 days after the date of foreclosure, then the lender shall be permitted to sublease the lot to an otherwise qualified sublessee who shall meet the age requirements of Section and who signs an Occupancy Agreement, obligating such sublessee to comply with the Rules and Regulations of this Park until a sale does occur. The lender shall be solely obligated to remove any hold over sublessee from the Park in order to deliver possession to its buyer. A copy of any sublease shall be given to the Park. If the holder of a security interest against a membership has foreclosed and has recovered by a prevailing credit bid at the judicial or non-judicial foreclosure sale, all prior rights of the member, but the member has not vacated and surrendered the space and membership interest so previously encumbered, the holder of such security interest shall have the right, following the service on such member(s) of a three-day written notice to quit, pursuant to the provisions of Section 1161a of the California Code of Civil Procedure, to evict such member at its sole cost and expense in order to recover possession of the space and improvements thereon. Thereafter, such lender shall have the rights set forth above in this section Definition of Lender. For purposes of this Section 3.16, a lender is defined to be (i) any institutional or private third party who makes a loan to a prospective buyer of a mobile home in the Park to enable such prospective buyer to acquire the mobile home and the former selling member s membership interest in the corporation, (ii) the member himself/herself, or (iii) a deceased former member s successors in interest, including executors, successor Trustees of a deceased member s trust, heirs at law, or others who have established their right to succeed to the interest of a deceased member and the member, or the deceased member s successors elect to sell their interest in the mobile home and the Certificate of Membership applicable thereto for less than all cash and who take back from the buyer a Note for the balance of the purchase price, which Note is secured by a Security Agreement encumbering both the mobile home and the applicable Certificate of Membership Amendment of Bylaws or Loan Default. Any provision of these Bylaws which are for the benefit or protection of lenders shall require approval of 100% of the lenders in addition to the required membership approval. If the mobile home park has any blanket encumbrance outstanding against the entire property, then, upon request of any lender secured with a membership interest, the Corporation shall also give such lender notice of any default on the blanket loan. Page 13 of 33

14 ARTICLE IV. MEETING OF MEMBERS Place. Meetings of members shall be held at the principal office of the Corporation or at such other location within the County of San Diego, California, as may be designated by resolution of the Board of Directors Regular Meetings. The members shall meet annually on the last Thursday in May for the purpose of transacting such proper business as may come before the meeting, including, without limitation, the election of Directors for such terms as are fixed in Section If this date falls on a legal holiday, the meeting shall be held at the same time and same place on the next day that is not a legal holiday Special Meetings. Special meetings for members of the Corporation may be called as follows: By the Board of Directors. A special meeting of members may be called by the Board of Directors at any time, subject to the notice provision of Section Called by Others. In addition, special meetings may be called by any two (2) directors, the President, or by five percent (5%) or more of the Equity members, by a written request delivered in person, or mailed by firstclass mail addressed, to the President, Vice President, or Secretary, at the principal office of the Corporation. The request shall specify the time desired for the meeting, not less than thirty-five (35) or more than ninety (90) days after the receipt of the request, and shall also state the general nature of the business proposed to be transacted at the meeting. A special meeting called by the Board of Directors pursuant to this Subsection shall be set by the Board of Directors on a date not less than thirty-five (35) days or more than ninety (90) days after the receipt of the request. Within twenty (20) days after receipt of a request for a special meeting pursuant to this Subsection , the officer receiving the request shall cause notice to be given, to all members in good standing, of the place, date, time of the meeting, and the general nature of the business to be transacted at the meeting. For purposes of this Section the term good standing shall mean no continuing delinquencies in the payment of any fees, charges, and/or assessments under the Bylaws and no defaults under the occupancy agreement Notice of Meetings. All notices of meetings of members shall be delivered personally, deposited in the message tube for the Space each member occupies, or mailed by first-class mail with the United States Postal Service Postage prepaid, not less than ten (10) days or more than ninety (90) days before the date of the meeting to each member in good standing (as defined in Section ) as of the record date for notice of the meeting. The notice shall specify the place, date, and time of the meeting and the following: Page 14 of 33

15 Special Meetings. In the case of any notice of a Special Meeting, the general nature of the business to be transacted; and Annual Meetings. In the case of a notice of any Annual Meeting, an agenda of those matters the Board of Directors intends to present to the Equity members for approval Quorum. A quorum at any meeting of members shall consist of onethird (1/3) of the Equity members in good standing (as defined in Section 4.03) represented in person or by proxy Loss of Quorum. The Equity members present at a duly called or held meeting, at which a quorum is present, may continue to transact business until adjournment even though enough members have withdrawn from the meeting to leave less than a quorum, if such action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum Adjournment for Lack of Quorum. In the absence of a quorum, any meeting of members may be adjourned by the vote of a majority of the Equity members in good standing (as defined in Section 4.03) represented in person, but no other business may be transacted except as provided in Section Adjournment of Meetings. Any meeting of members, whether an Annual Meeting or a Special Meeting, whether or not a quorum is present, may be adjourned by vote of a majority of the Equity members. Any adjourned meeting must be rescheduled to a time not more than forty-eight (48) hours from the time of the originally called meeting. At the adjourned meeting the Corporation may transact any business which may have been transacted at the original meeting. Notice of the adjourned meeting need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken Voting of Membership. The voting rights of the membership are subject to the provisions of the Bylaws and the California Non-Profit Mutual Benefit Corporation Law commencing with Section 7610 of the California Corporation Code Equity Members. Each Equity member is entitled to one vote on each matter submitted to a vote of the members in the manners set forth as follows: (a) Voting at any membership meeting may be by voice or by ballot; provided that any election of Directors shall be conducted by written ballot. (b) The vote on any other issue properly before a meeting of the members shall be conducted by secret ballot when determined by the chairman of the meeting, in his or her discretion, or when requested by 10 percent of the members present at the meeting. Page 15 of 33

16 (c) In addition to voting in person at a meeting, member s votes may be solicited by written ballot with respect to any issue in accordance with Section Indivisible Interest in Single Memberships. Single memberships in which two or more persons have an indivisible interest and which stand of record in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same membership, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointment them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: If only one votes, such act shall bind all; and if more than one votes, the act of the majority so voting shall bind all. 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 Record Date of Membership. The Board of Directors shall fix, in advance, a date as the record date for the purposes of determining the members entitled to notice of and, the Equity members entitled to vote, at any meeting of members. The record date for determining Equity members entitled to vote shall not be more than ninety (90) or less than ten (10) days before the date of the meeting. The Board of Directors shall also fix, in advance, a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. Such record date shall not be more than sixty (60) days prior to such other action Consent by Absent Members. The transactions of any meeting of members, whether the annual regular meeting or any special meeting, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present, signs a written waiver of notice, or a consent to the holding of the meeting, or an approval of the minutes of the meeting. All such waivers of notice, consents, and approvals of minutes shall be filed with the corporate records or made a part of the minutes of the meeting Proxy Voting. There shall be no proxy voting. All issues that require a vote of the members will be voted by the members, either in person or with a valid mail ballot Inspectors of Election. In advance of any meeting of members, the Board of Directors may appoint inspectors of election to act at such meeting and any adjournment of such meeting. If inspectors of election are not Page 16 of 33

17 appointed, or if any persons so appointed fail to appear or refuse to act, the Chairman of any such meeting may, and on the request of any member or member s proxy, shall make such appointment at the meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one or more members or proxies, the majority of members represented in person shall determine whether one (1) or three (3) inspectors are to be appointed. The duties of such inspectors shall be as prescribed by Section 7614(b) of the California Non-Profit Mutual Benefit Corporation Law and shall include: (a) Determining the number of memberships outstanding and the voting power of each; (b) Determining the memberships requested at the meeting; (c) Determining the existence of quorum; (d) Determining the authenticity, validity, and effect of proxies; (e) Receiving votes, ballots, or consents; (f) Hearing and determining all challenges and questions in any way arising in connection with the right to vote; (g) Counting and tabulation of all votes or consents; determining when the polls shall close; (h) Determining the result of the election; and (i) Doing such acts as may be proper to conduct the election or vote with fairness to all members. If there are three (3) inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all of the inspectors Combined Meeting with Absentee Ballot Voting. The Board of Directors, in its sole and absolute discretion, for the purpose and with the intent of soliciting greater participation of the members in good standing to vote on any Special meeting duty noticed in accordance with the provisions of Section 4.04 Notice of Meetings, may include with such Notice those documents in the form and content described in Section (a), (b), and (c) below. The written ballot and Consent form, if timely returned as directed in the Notice of Meeting by those members who are unable to personally attend such meeting, shall constitute the equivalent of personal attendance for determination of Quorum as provided in Section 4.05 Quorum. As permitted by the provisions of Section 7513 (3) of the California Corporations Code, Directors may be elected by the written ballot procedures set forth herein, subject to the restriction that Cumulative Voting, as permitted by Section 7615 of the California Corporations Code, may not be utilized if the meeting so noticed permits the use of absentee written ballots as provided above. In the event that a meeting is called wherein voting will be permitted only for those in personal attendance at such meeting, then and in that event, those in attendance can cumulate their votes and give one candidate a number of votes equal to the number of Directors to be elected, multiplied by the number of votes to which the member is entitled. In the event that the Directors elect to call a meeting, including the Annual Meeting of Members and include therewith a written ballot to be utilized by those Page 17 of 33

18 members who do not personally attend such meeting, the Notice of Meeting and the written ballot shall contain the following information and provisions: (a) The Notice of Meeting shall be mailed or delivered to each member as provided in Section 4.04 above, and shall advise each member of his or her right to personally attend such meeting or, in the alternative, to utilize and return to the place or person designated in such Notice, not less than two (2) days prior to the date of such meeting, the attachments included with such Notice, namely (1) Consent To Inclusion as Voting Member, duly dated and executed by such member, identifying the space number of the unit owned and occupied by such member; and (2) an unsigned Written Ballot, completed to reflect the members intentions with respect to matters set forth on that ballot. (b) Any form of written ballot distributed to the members shall specify a choice between approval or disapproval of each matter of group of related matters intended at the time the written ballot is distributed to be acted on at the meeting for which the written ballot is distributed as an alternative to personal attendance by the member and shall provide, subject to reasonably specified conditions, if any, that where the member returning such written ballot specifies a choice with respect to any such matter, the vote of such member shall be cast in accordance therewith. (c) In any election of Directors, the written ballot in which the Directors to be voted upon are named therein as candidates, such written ballot shall also include a space or place that can be marked by the member withhold or otherwise marked in a manner indicated that the member elects to withhold voting for any or all of such candidates, or has elected to vote for some, but less than all of the candidates named on such ballot. The ballot form shall also provide a space where the member can designate a vote for another (write-in) candidate. (d) The Inspector of Elections appointed pursuant to Section shall collect and separate the Consent To Inclusion as Voting Member and the unsigned written ballots and shall maintain the secrecy of the voting reflected on such written ballots. All such ballots shall be combined with the written ballots completed by the members who personally attend the Noticed meeting. If the member elects to return his or her written ballot in person at the meeting, the ballot must be inserted in the ballot box before the conclusion of the time scheduled on the meeting agenda for receipt of ballots and conclusion of the election process at the meeting. All such combined ballots shall be tabulated by the Inspectors of Election to determine the result of the election. The duly executed and dated Consent To Inclusion as Voting Member shall be counted with the count of those members personally attending such meeting to determine whether a Quorum is present at such meeting. All other acts of such Inspectors shall be done as provided in Section above. Page 18 of 33

19 4.10. Conduct of Regular and Special Meetings. All regular and special meetings of members shall be conducted as follows: Order of Business for Regular Meetings. The order of business at all regularly scheduled meetings of members shall be set out by agenda. The agenda will be in the following format: (a) Roll Call. (b) Proof of Notice of Meeting or Waiver of Notice. (c) Reading of Minutes of Preceding Meeting. (d) Reports of Officers. (e) Reports of Committees. (f) Election of Inspectors of Election. (g) Election of Directors. (h) Unfinished Business. (i) New Business Order of Business for Special Meetings. The order of business at all special meetings of members shall be set out by agenda. The agenda will be in the following format: (a) Roll Call. (b) Proof of Notice of Meeting or Waiver of Notice. (c) Reading of Minutes of Preceding Meeting. (d) Reports of Officers. (e) Items of business for which the special meting is called and which are specified in the notice of meeting Presiding Officer. The President of the Corporation shall be Chairman of and preside over all meetings of the members. In the absence of the President, the Vice President shall be Chairman of and preside over the meetings of the members. In the absence of the President and Vice President at any meeting of members, any other person chosen by a majority of the voting members present in person shall be Chairman of and preside over such meeting Secretary of Meeting. The Secretary shall act as the secretary of all meetings of members. In the absence of the Secretary, the Chairman of the meeting shall appoint another person to act as secretary of such meeting Rules of Order. The Robert s Rules of Order, as may be amended, shall govern the meetings of members insofar as such rules are not inconsistent or in conflict with the Bylaws, the Articles of Incorporation, or applicable law. ARTICLE V. DIRECTORS Number and Qualification of Directors. Corona del Vista, Inc., a California Non-Profit Mutual Benefit Corporation, shall be governed by a Board of Page 19 of 33