ARTICLE V

MANAGEMENT OF THE PROJECT

5.1. The management and complete control of the Association's affairs
and the Project itself will be the direct responsibility of the Board of Directors
(hereinafter referred to as the 'Board"), the members of which shall consist of Members
of the Association who will be elected by the total Membership of the Canoga
Countryhills Homeowners' Association.

5.2. The Board shall have all the rights, powers and duties of the
Association as they are delineated in Article IV of this Declaration and as are further
provided in the Bylaws of the Association.

5.3. The Board may delegate its responsibility for the everyday manage-
ment of the Project to a manager or management company, if it so chooses.

5.4. Notwithstanding any of the foregoing, if a manager or management
company is chosen to manage the Project, it will be responsive to and subject to the
dictates of the Board.

5.5. Declarant will manage and control the Project until such time that
the Board has its first meeting.