Section 1. Place of Meetings.
All annual or other meetings of Members shall be held within the Project or at a meeting place as close thereto as possible. Member meetings shall not be held outside of the county in which the Project is situated, unless necessitated by unusual conditions.
Section 2. Annual Meetings.
The first meeting of the Association will be held no later than 45 days after the closing of the sale of the Lot which represents the thirty-first Lot within the Project sold by Declarant, but in no event shall the meeting be held later than six (6) months after the closing of the sale of the first Lot. At the said first meeting, the Members of the Association shall elect a Board of Directors to govern the Association. Thereafter, Member meetings will be held on an annual basis on the third Thursday in January of each succeeding year at 8:00 p.m., provided, however, that should that day fall upon a legal holiday, then such meeting of Members shall be held at the same time and place on the next day thereafter which is a full business day. At such meetings,
Directors shall be elected, reports of the affairs of the Association shall be considered,
and any other business may be transacted which is within the powers of the Members of the Association.
Written notice of each annual meeting shall be given to each Member entitled to
vote, either personally or by mail or by other means of written communication, charges prepaid, addressed to such Member at his address appearing on the books of the Association or given by him to the Association for the purpose of notice. If any notice or report addressed to the Member, at the address of such Member appearing on the books of the Association, is returned to the Association by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the Member at such address, all future notices or reports shall be deemed to have been duly given without further mailing, if the same shall be available for the Member upon written demand of the Member at the principal office of the Association for a period of one year from the date of the giving of the notice or report to all other Members.All such notices shall be given to each Member entitled thereto not less than ten (10) days nor more than ninety (90) days before each annual meeting. Any such notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any such notice in accordance with the foregoing provisions, executed by the Secretary, Assistant-Secretary or any transfer agent of the Association, shall be prima facie evidence of the giving of such notice.

Such notices shall specify:
(a) the place, the date, and the hour of such meeting;
(b) those matters which the Board, at the time of the mailing of the
notice, intends to present for action by the Members;
(c) if Directors are to be elected, the names of nominees intended at the
time of the notice to be presented by the Directors for election
.
Section 3. Special Meetings.
Special meetings of the Members, for the purpose of taking any action permitted by the Members under the California Nonprofit Mutual Benefit Corporation Law and the Articles of Incorporation, shall be called at any time there is a vote of a majority of a quorum of the Board of Directors, or upon the receipt of a written request therefore, signed by Members representing at least five percent (5%) of the total voting power of the Association. No less than ten (10) days nor more than ninety (90) days written notice shall be given of such meeting. In addition to the matters required by items (a) and, if applicable, (c) of the preceding Section, notice of any special meeting shall specify the general nature of the business to be transacted, and no other business may be transacted at such meeting.

Section 4. Quorum.
The presence in person or by proxy of Owners holding at least fifty-one percent (51%) of the voting power of the Association shall constitute a quorum for the transaction of business at all meetings. In the absence of a quorum at a Member's meeting, a majority of those present in person or by proxy may adjourn the meeting to another time, but may not transact any other business. An adjournment for lack of a quorum shall be to a date not less than five (5) days and not more than thirty (30) days from the original meeting date. The quorum for such a meeting shall be at least twenty-five percent (25%) of the total voting power of the Association, present in person or by proxy. If a time and place for the adjourned meeting is not fixed by those in
attendance at the original meeting, or if for any reason a new date is fixed for the
adjourned meeting after adjournment, notice of the time and place of the adjourned
meeting shall be given to Members in the manner prescribed for regular meetings.

Section 5. Proxies.
Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Secretary of the Association. Any proxy duly executed is not revoked, and continues in full force and effect until: (i) an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the Association prior to the vote pursuant thereto; or (ii) the person executing the proxy attends the meeting and votes in person, provided that no such proxy shall be valid after the expiration of thirty (30) days from the date of its execution, unless the person executing it specifies therein the length of time for which such proxy is to continue in force.

Section 6. Adjourned Meeting and Notice Thereof.
Any Members meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Members, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting, except as provided in Section 4 above.
When any Members meeting, either annual or special, is adjourned for reasons
other than the absence of a quorum, for forty-five (45) days or more, or if after
adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided in the preceding sentence, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement of the time and place thereof at the meeting at which such adjournment is taken.

Section 7. Validation of Defectively Called or Noticed Meetings.
The trans-action of any meeting of Members, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, or who though present, has, at the beginning of the meeting, properly objected to the transaction of any business because the meeting was not lawfully called or convened, or to particular matters of business legally required to be included in the notice, but not so included, signs a written Waiver of Notice, or a written consent to the holding of such meeting, or gives written approval of 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 8. Any action which may be taken by the vote of Members at a regular or special meeting, except the election of governing body Members where cumulative voting is a requirement, may be taken without a meeting if done in compliance with the provisions of Section 7513 of the California Corporations Code as follows:
  (a) The proposed action shall be set forth in a written ballot.
  (b) The ballot shall be distributed to each Member of the Association.
  (c) The ballot shall provide an opportunity to specify approval or
disapproval of the proposed action.
  (d) The ballot shall provide a reasonable time within which to return the
ballot to the Association.
  (e) . All ballots shall indicate the number of responses needed to meet the
quorum requirements and the percentage of approvals necessary to pass the proposed
measure.
  (f) Approval by written ballot pursuant to this section shall be valid only
when the number of votes cast by ballot within the time period specified equals or
exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.