Section 1. Powers.
Subject to limitations of the Declaration and of the California Nonprofit Mutual Benefit Corporation Law as to action to be authorized or approved by the Members, and subject to the duties of Directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association managed by the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to wit:

First - Enforce the provisions of the Declaration, the Articles of Incorporation,
and the Bylaws, as well as any agreements of the Association;

Second - Adopt and publish Rules and Regulations governing the personal conduct
of the Members and their guests within the Project and to establish penalties for the
infraction thereof;

Third - Fix, levy and enforce the collection of regular and special assessments in
accordance with the Declaration;

Fourth - Suspend the voting rights of a Member during any period in which such
Member shall be in default in the payment of any assessment levied by the Association.
Such rights may also be suspended after notice and hearing, as so provided in Section 7341 of the California Corporations Code, for a period not to exceed thirty (30) days, far the infraction of published Rules and Regulations;

Fifth - Impose monetary penalties upon Owners as a disciplinary measure (1) for
failure e an Owner to comply with the Bylaws and the Declaration, or (2) to bring an
Owner or it's Lot into compliance with the Declaration or Bylaws.

Sixth - Exercise for the Association all powers, duties, and authority vested in or
delegated to this Association and not reserved to the Members by other provisions of
these Bylaws, or the Declaration;

Seventh - Employ a manager, independent contractors, or such other employees
as they deem necessary, and to prescribe their duties and compensation;

Eighth - Contract for and pay for maintenance, gardening where appropriate,
materials, supplies and services for the care and upkeep of the slope areas and drainage
devices which, pursuant to the Declaration, shall be maintained by the Association;

Ninth - Contract for and pay for all water and other utilities to the slope areas
which, pursuant to Declaration, shall be maintained and/or irrigated by the Association;

Tenth - Pay taxes and special assessments which are or would become a lien on
any real or personal property owned by the Association, if any;

Eleventh - To borrow money and incur indebtedness for the purposes of the
Association, and to cause to be executed and delivered therefore, in the Association's
name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothe-cations or other evidences of debt and security therefore, pursuant to a vote or written consent therefore from a majority of the Members of the Association, excluding the vote of the Declarant;

Twelfth - The Board of Directors of the Association shall ordinarily be prohibited
from taking any of the following actions, except with the vote or written consent of a
majority of the voting power of the Association residing in Members other than the
Declarant;
(i) Entering into a contract with a third person wherein the third person
will furnish goods or services to the Project or the Association for a
term longer than one year with the following exceptions:

  (a) A contract with a public utility company if the rates charged
for the materials or services are regulated by the Public
Utilities Commission provided, however, that the term of the
contract shall not exceed the shortest term for which the
supplier will contract at the regulated rate.

  (b) Prepaid casualty and/or liability insurance policies of not to
exceed three years duration provided that the policy permits
for short rate cancellation by the insured.

(ii) Incurring aggregate expenditures for capital improvements to the
Project in any fiscal year in excess of 5% of the budgeted gross
expenses of the Association for that fiscal year.

(iii) Selling during any fiscal year property of the Association having an
aggregate fair market value greater than 5% of the budgeted gross
expenses of the Association for that fiscal year .

(iv) Paying compensation to Members of the Board of Directors or to
Officers of the Association for services performed in the conduct of
the Association's business provided, however, that the Board may
cause a Director or Officer to be reimbursed for expenses incurred in
carrying on the business of the Association.

(v) Filling of a vacancy on the Board of Directors created by the removal
of a Director.

(vi) Under no circumstances may the Association cause a forfeiture of an
Owner's right to use and enjoy his Lot for failure of a Member to
comply with provisions of these Bylaws, the Declaration or the Rules
and Regulations of the Association, except by judgment of a court or
decision arising out of arbitration.

Thirteenth - By resolution adopted by a majority of the authorized number of
Directors, to designate an executive and other committee, to consist of two or more
Directors, to serve at the pleasure of the Board. Unless the Board of Directors shall
otherwise prescribe the manner of proceedings of any such committee, meetings of such committee will be regularly scheduled in advance or called at any time by any two (2) Members thereof; otherwise, the provisions of these Bylaws with respect to notice and conduct of meetings of the Board shall govern. Any such committee, to the extent provided in a resolution of the Board, shall have all of the authority of the Board, except with respect to:
  i. The approval of any action for which the Nonprofit Mutual Benefit
Corporation Law or the Declaration also requires Member approval;
  ii. The filling of vacancies on the Board or in any committee;
  iii. The adoption, amendment or repeal of Bylaws;
  iv. The amendment or repeal of any resolution of the Board;
  v. Any reassessment of Member fees and charges; and
  vi. The appointment of other committees of the Board or the Members
thereof.

Section 2. Duties.
It shall be the duty of the Board of Directors to:

   First - Cause to be kept a complete record of all its acts and corporate affairs
and to present a statement thereof to the Members at each annual meeting of the
Members, or at any special meeting when such statement is requested in writing by one-fourth of the Members of the Association;

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

   Third - Maintain or provide for the maintenance of all "slope areas" and other
areas of the Project as are more fully described in the Declaration;

   Fourth - The Board of Directors shall require that all Directors, Officers, and
employees of the Association handling or responsible for Association funds shall be
covered by a fidelity bond. The premium on such bond shall be paid by the Association.

   Fifth - Do any act directed by the majority of the Owners, unless such act is
contrary to the Declaration and these Bylaws;

Sixth - In addition to duties imposed by these Bylaws, be responsible for such
other duties which may be imposed by resolutions adopted by the Association at meetings called for the purpose.

Section 3. Number and Qualifications of Directors.
The authorized number of Directors shall be five (5) until changed by amendment of the Articles of Incorporation or these Bylaws; provided that a proposal to reduce the authorized number of Directors below five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the number of Members not consenting in the case of action by written consent, are equal to more than sixteen and two-thirds percent (16 2/3%) of the Owners of Lots within the Project.

Section 4. Election and Term of Office.
Five (5) Directors shall be elected at each annual meeting of Members. If any such annual meeting is not held or the Directors are not elected thereat, the Directors may be elected at any special meeting of Members for that purpose. All Directors shall hold office until their respective successors are elected, subject to the Nonprofit Mutual Benefit Corporation Law and the provisions of these Bylaws with respect to vacancies on the Board.

Section 5. Vacancies.
A vacancy on the Board of Directors shall be deemed to exist in case of (i) the death, resignation or removal of any Director, (ii) a Director having been declared of unsound mind by order of court or convicted of a felony, (iii) a decision to increase the authorized number of Directors, or (iv) failure of the Members to elect the
full authorized number of Directors to be voted for at any annual or special meeting of
Members at which any Director or Directors are to be elected.
    Vacancies on the Board of Directors, except for a vacancy created by the removal of a Director, may be filled by a majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his successor is elected at an annual or a special meeting of the Members. A vacancy on the Board of Directors created by the removal of a Director by the Board may only be filled after obtaining the vote of a majority of the Members, excluding the vote of the Declarant.
   The Members may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors. Any such election shall require the consent of
the Owners of a majority of the Lots within the Project.
   Any Director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Association, unless the notice specifies a later time for the effectiveness of such resignation. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the
Members shall have power to elect a successor to take office when the resignation is to become effective.
   No reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of this term of office.

Section 6. Place of Meeting.
Regular and special meetings of the Board of Directors shall be held within the Project.

Section 7. Organization Meeting.
Immediately following each annual meeting of Members, the Board of Directors shall hold a regular meeting at the place of said annual members meeting for the purpose of organization, election of officers, and the transaction of other business. Call and notice of such meetings are hereby dispensed with.

Section 8. Other Regular Meetings.
Other regular meetings of the Board of Directors shall be held once every three (3) months without call at a place within the Project and at a time to be designated by the Board of Directors. Notice of all such regular meetings of the Board of Directors shall be mailed or delivered to each Lot in the Project and shall be communicated to each Director not less than four days prior to the meeting; provided, however, that notice of a meeting need not be given to any Director who has signed a waiver of notice or a written consent to holding of the meeting.

Section 9. Special Meetings.
Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President, or by any two (2) Directors.

   Written notice of the time and place of special meetings shall be delivered
personally to each Director or communicated to each Director by telephone, or by
telegraph or mail, charges prepaid, addressed to him at his address as it is shown upon the records of the Association or, if it is not so shown on such records or is not readily ascertainable, at the place at which the meetings of the Directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least seventy-two (72) hours prior to the time of the holding of the meeting. In case such notice is delivered, personally or by telephone, as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. In addition to any one of the hereinabove described methods for providing notice, notice must also be posted in a prominent place or places in the Project not less than seventy-two (72) hours prior to the scheduled time of the meeting. Such mailing, telegraphing, posting or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such Director.

   Regular and special meetings of the Board of Directors shall be open to all Members of the Association provided, however, that Members who are not on the Board of Directors may not participate in any deliberation or discussion unless expressly so authorized by a vote of a majority of a quorum of the Board of Directors. The Board of Directors may, however, with the approval of a majority of a quorum of its Members, adjourn a meeting and reconvene in Executive Session to discuss and vote upon such matters it deems appropriate. The nature of any and all business to be considered in Executive Session shall first be announced in open session.

   Any notice shall state the date, place and hour of the meeting and the general
nature of the business to be transacted, and no other business may be transacted at that meeting.

Section 10. Action Without Meeting.
Any action by the Board of Directors may be taken without a meeting if all Members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as a unanimous vote of such Directors.

Section 11. Action at a Meeting: Quorum and Required Vote.
The presence of a majority of the authorized number of Directors at a meeting of the Board of Directors shall constitute a quorum for the transaction of business, except as hereinafter provided. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Members participating in such meeting can hear one another. Participation in a meeting as permitted in the preceding sentence constitutes presence in person at such meeting. 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, unless a greater number, or the same number after disqualifying one or more Directors from voting, is required by
law, by these Bylaws, or the Declaration. A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of one or more Directors, provided that any action taken is approved by at least a majority of the required quorum for such meeting.

Section 12. Validation of Defectively Called or Noticed Meetings.
The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Directors not present or who, though present, has prior to the meeting or at its
commencement, protested the lack of proper notice to him, signs a written waiver of
notice or a consent to holding such meeting or approves the minutes thereof. All such
waivers, consents or approvals shall be filed with the Association records or made a part of the minutes of the meeting.

Section 13. Adjournment.
A quorum of the Directors may adjourn any Directors meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors meeting, either regular or special, may adjourn such meeting until the time fixed for the next regular meeting of the Board.

Section 14. Notice of Adjournment.
If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment. Otherwise, notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.

Section 15. Fees and Compensation.
No Director or Member of any committee which may be formed to assist the Board shall receive compensation. However, any Director or Member of a committee may be reimbursed for his actual expenses incurred in the performance of his duties on behalf of the Association.