RCPOA BY-LAWS

BY-LAWS

ROYAL CANYON PROPERTY OWNERS ASSOCIATION

ARTICLE I

SCOPE

These By-Laws, and amendments thereto, shall regulate the affairs of the Association, a California non-profit corporation, except as otherwise provided by its Articles of Incorporation or law.

ARTICLE II

MEMBERSHIP

1. Regular Membership. Any homeowner residing within the Royal Canyon and Greenbriar areas in the City of Glendale as defined by the Board of Directors shall be eligible to become a Regular member. However, there shall be only one membership per residence, which membership will be held jointly by all members of that residence. Any individual who is renting a home within the said areas shall be eligible to apply for an Associate membership.

2. Associate Members. Any person, not otherwise eligible for Regular membership, may apply for an Associate membership and become an Associate member upon approval by a majority vote of the Board of Directors.

3. Dues and Assessments. Dues shall be set by the Board of Directors from time to time, as they deem necessary. Dues are payable on a calendar year basis. In no event will any member be subject to any special assessment.

ARTICLE III

MEMBERSHIP MEETINGS

1. Place of Meetings. All meetings of the members shall be held in the City of Glendale, California, at a location designated for that purpose from time to time by the Board of Directors.

2. Annual Meetings. The Annual Meeting of the membership shall be held during January or February of each year on a date designated by the Board of Directors, at which time the members shall elect a Board of Directors, consider reports of the affairs of the Association, and transact such other business as may properly be brought before the meeting.

3. Special Meetings. Special meetings of the members, for any purpose, may be called at any time by the President, or by the Board of Directors, or by fifty-one percent (51%) or more of the members who are eligible to vote.

4. Notice of Meetings. Notice of meetings, Annual or Special, shall be given to all members at least ten (10) calendar days in advance of such meeting. Such notice shall specify the time and place where such meeting is to be held, and in the case of Special Meetings, the general nature of the business to be transacted.

5. Quorum. At all meetings of the membership, the presence of twenty-five percent (25%) of the members who are eligible to vote, either in person or by proxy, shall constitute a quorum for the purpose of the transaction of Association affairs. All matters must be passed by a majority of the voting members present.

6. Eligibility to Vote. All regular members whose dues are paid will be eligible to vote at a Special Meeting. All Regular members whose dues are paid through December 31 of the prior year will be eligible to vote at the Annual Meeting.

7. Conduct of Meeting. All questions of parliamentary procedure shall be decided in accordance with Robert’s Rules of Order.

ARTICLE IV

BOARD OF DIRECTORS

1. Powers. Subject to the Articles of Incorporation, and any amendments thereto, and the laws of the State of California, all powers shall be exercised by or under authority of, and the affairs of this Association shall be controlled by, the Board of Directors. The Board shall not have authority to act on the following matters:

(a) Amend the Articles of Incorporation.

(b) Repeal or amend the By-Laws.

(d) Any other matters reserved by law, or by the By-Laws or Articles of Incorporation for action by the membership.

2. Number and Qualifications. As provided in the Articles of Incorporation, the number of directors of the corporation shall be not less than five (5) nor more than thirteen (13), all of whom shall be Regular members of the Association. The Board shall be elected at the organizational meeting and at each Annual Meeting thereafter. The term of office shall be two years with provision made for overlapping terms.

3. Vacancies. Vacancies on the Board will be filled by a majority vote of the remaining directors from a list of nominees presented by the President and/or a nominating committee, if the Board appoints such a committee. Each director so elected shall serve the remainder of the unexpired term of the vacating director until a successor is elected at the Annual Meeting of the members, or at a special meeting called for that purpose.

4. Regular Meetings. Regular Board Meetings shall be held at least quarterly at a time and place set by resolution of the Board of Directors.

5. Special Meetings. Special meetings of the Board may be called at any time by the President or by a majority of the Board.

6. Notices. Notice of Meetings, regular or special, shall be given to all directors at least ten (10) calendar days before the date set for such meeting.

7. Quorum. A majority of the directors shall be necessary to constitute a quorum for the transaction of the Board’s affairs.

8. Director Liability. A director shall perform the duties of a director, including duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the Association and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or

statements, including financial statements and other financial data, in each case prepared or presented by:

(a) One or more officers or employees of the Association whom the director believes to be reliable an competent

in the matters presented;

(b) Counsel, independent accountants or other persons as to matters, which the director believes to be within

such person’s professional or expert competence; or

which committee the director believes to merit confidence, so long as, in any such case, the director acts in good

faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge

that would cause such reliance to be unwarranted.

A person who performs the duties of a director in accordance with this provision shall have no liability based upon any alleged failure to discharge the person’s obligations as a director, including, without limiting the generality of the forgoing, any actions or omissions which exceed or defeat a public or charitable purpose to which the Association, or assets held by it, are dedicated.

9. Written Communications. All written communications sent by the Association shall be approved and signed by the President prior to dissemination. All communications sent to the Association shall be delivered to the President, who in turn shall present them to the Board for consideration.

10. Membership Committee. The board shall appoint a Membership Committee, which may consist of both Board members and Regular members and be chaired by the Vice President. This committee shall keep a membership book showing the correct names and addresses of all members. This list may not be used for any commercial purposes.

11. Executive and Other Committees. The Board may appoint an Executive Committee or any other committee when necessary.

ARTICLE V

OFFICERS

1. Officers. The officers of the Association shall be a President, a Vice-President, a Secretary, and a Treasurer, and such other officers as the Board may appoint.

2. Election. The officers shall be chosen annually by the Board from its own members at its first meeting of the calendar year immediately following the annual meeting, and each shall hold office for one year or at the pleasure of the Board of Directors.

3. Vacancies. Vacancies will be filled by a majority vote of the remaining directors, from a list of nominees presented by the President and/or a nominating committee, if the Board appoints such a committee. Each officer so elected shall serve the remainder of the unexpired vacating officer’s term or until a successor is elected.

4. President. The President shall be the chief executive officer of the Association and shall, subject to the control of the Board, have general supervision and direction over the officers and the affairs of the Association. He shall preside at all meetings of the members and the Board. He shall be an ex-officio member of all standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board or the By-Laws.

5. Vice-President. In the absence or disability of the President, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon the President. The Vice-President shall be Chairman of the Membership Committee. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed for him by the Board, or by the By-Laws.

6. Secretary. The Secretary shall keep a book of minutes of all meetings of directors and members, recording the time and place of such meetings, whether Regular or Special, and if Special, how authorized, the notice given thereof, the names of those present at directors’ meetings, the number of members present, or represented at members’ meetings, and the proceedings thereof, and shall have such other powers and perform such other duties as may be prescribed by the Board, or the By-Laws.

7. Treasurer. The Treasurer shall maintain adequate and correct records of the transactions of the Association, including accounts of its assets and liabilities, and receipts and disbursements. The books of account shall at all reasonable times be open for inspection by any director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Association, with such depositories as may be designated by the Board. He shall disburse the funds of the Association as may be properly ordered, and shall render to the President or the Board, whenever requested, an account of all transactions as Treasurer and of the financial condition of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Board, or the By-Laws.

ARTICLE VI

ELECTIONS

1. Voting. Only a Regular member whose dues are current shall be eligible to vote on any matter. There shall be one vote per residence.

2. Proxies. Votes may be cast in person or by proxy. Proxies must be in writing and be filed with the Secretary before the appointed time of each meeting. Any use of proxy shall be in compliance with the provisions of Section 7613 of the California Corporations Code.

3. Nominating Committee. At least four (4) weeks before the Annual Meeting of the Association, the President with the approval of the Board of Directors, shall appoint a Nominating Committee. This committee shall consist of three past Presidents and two current members of the Board. The committee shall present its nominations at the Annual Meeting.

4. Inspector of Elections. The chairperson of the Nominating Committee shall act as the Inspector of Elections. However, if said person should fail to appear or be unable to act at the Annual Meeting, the chairperson of the meeting, or on the request of any member or a member’s proxy, shall appoint an Inspector of Elections.

ARTICLE VII

ASSOCIATION RECORDS, REPORTS AND ACTIONS

1. Records. The Association shall maintain adequate and correct accounts, books and records of its affairs. Any such records shall be kept at its place in the State of California as fixed by the Board from time to time.

2. Inspection of Books and Records. The books and records shall be open to inspection by the directors and members from time to time, upon reasonable notice, during normal business hours provided it is for a purpose reasonably related to the affairs of the Association.

3. Checks, Drafts, etc.. All checks, drafts, or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of, or payable to, the Association shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by resolution of the Board.

4. Contracts, etc., How Executed. The Board may authorize any officer or officers to enter into any contract or execute any instrument in the name of, and on behalf of, the Association. Such authority may be general or confined to specific instances. Unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or for any amount.

5. Audits. The Board, at its discretion, can request an audit of the books as the Board deems needed.

6. Yearly Basis. The operations of the Association shall be on a calendar year basis, unless and until changed by appropriate action of the members.

7. Salaries. All directors and officers shall serve without remuneration.

8. Dissolution. Upon dissolution of the Association, any remaining funds shall be distributed to Glendale non-profit organizations as determined by a majority vote of the remaining directors at the time of the dissolution.

IN WITNESS WHEREOF, the undersigned being the President of the Association has executed these By-Laws on the _____ day of February 1990.

___________________________________________

President

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify that:

1. I am the duly elected and acting Secretary of Royal Canyon Property Owners Association, a California non-profit corporation; and

2. The forgoing By-Laws, comprised of 4 pages, including this page, constitute the By-Laws of the corporation duly adopted at the Annual Meeting thereof duly held on February 3, 1990.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the corporation this ____ day of February 1990.

___________________________________________

Secretary