By-Laws

BY-LAWS

BEVERLY GLEN PARK HOMEOWNER'S ASSOCIATION, INC.

Section 1

Name and Object

A. Name. The name of the corporation is

"BEVERLY GLEN PARK HOMEOWNER'S ASSOCIATION, INC."

and shall hereinafter be referred to as the "Association."

B. Objects. The objects of the corporation shall be those set forth in its Articles of Incorporation and in the amended Declaration of Covenants, Conditions and Restrictions, recorded March 27, 1970, as Instrument No. 2940 , Official Records in the Office of the County Recorder of Los Angeles County, State of California, hereinafter referred to as the "Declaration."

Section 2

Administration

The affairs of this Association shall be administered by the Board of Directors who shall be elected by the regular members of this Association, with such qualifications as shall be determined from time to time by the members, and each member of said Board, other than the incorporating Directors shall be a member of this Association. If there are conflicts or inconsistencies between the Declaration and either the Articles of Incorporation or these By-Laws, the terms and provisions of the Declaration shall prevail. The powers and duties of the Association shall be exercised in the manner provided by the Articles of Incorporation and these By-Laws and any duties or rights of the Association which are granted by or to be exercised in accordance with the provisions of the Declaration, shall be so exercised except that wherever the Declaration requires the act or approval of the Board of Directors of the Association, such act or approval must be that of the Board done or given in accordance with these By-Laws.

There shall be an Architectural and Landscaping Committee composed of three persons who need not be Association members. Said Committee shall have the powers and duties as prescribed in the Declaration, and particularly Article 6.2 therein.

There may also be such additional Committees as shall be determined from time to time, consisting of those persons who may be selected therefor, and invited to become members thereof by the Board of Directors and having such powers as may be delegated by the Board.

Section 3

Membership

A. Every person or entity who is a record owner of a Condominium which is subject by covenants of record to assessment by the Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entities whom hold an interest merely as security for the performance of an obligation. No Owner shall have more than one membership. Membership shall be appurtenant to and may not be separated from ownership of any Condominium, which is subject to assessment by the Association. Ownership of such Condominium shall be the sole qualification for membership.

All Condominium Owners shall be and become automatically members of the Association and shall be bound by the provisions of the Articles of Incorporation, these By-Laws and the Declaration.

B. Evidence of membership shall be established by the record title in the office of the County Recorder of the County of Los Angeles, State of California, of the Owners of the Condominiums. A change of record title to a Condominium in the Project by the recordation of a Deed therefore, together with a certified copy of such Deed shall be conclusive evidence of the vestee named in such Deed being and becoming a member of the Association and the membership of the prior Owner shall thereby be deemed transferred to the new Owner.

Section 4

Annual Meeting of Members

The annual members' meetings shall be held at Los Angeles, California, at 8 o'clock P.M., on the second Friday in January of each year for the purpose of electing directors and of transacting any other business authorized to be transacted by the members; provided, however, if that day is a legal holiday, the meeting shall be held at the same hour on the next succeeding Friday.

Section 5

Special Meeting of Members

Special members' meetings shall be held whenever called by the President of Vice President or by a majority of the Board of Directors, and must be called by such officers upon receipt of a written request from one-fifth of the entire membership. A special members' meeting shall be held within fifteen (15) days after the close of escrow on the one hundred eleventh (111th) condominium sale in the Project, or within fifteen (15) days after the elapse of one year following the close of escrow of the first sale in the Project, whichever occurs earlier.

Section 6

Notice of all Meetings of Members

Notice of all members' meetings stating the time and place, and the objects for which the meeting is called, shall be given by the President or Vice President or Secretary unless waived in writing. Such notice shall be in writing to each member at his address as it appears on the books of the Association, and shall be mailed not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting. Proof of such mailing shall be given by the affidavit of the person giving the notice. Notice of meeting may be waived before or after meetings.

Section 7

Vote

Except for cumulative voting for directors as provided in Section 14 of these By-Laws, at any meeting of the Association, each Owner shall be entitled to case one vote for each Condominium owned. Any Owner may attend and vote at such meeting in person or by an agent duly appointed by an instrument in writing signed by the Owner and filed with the Association. Any designation for an agent to act for an Owner may be revoked at any time by written notice thereof to the Association and shall be deemed revoked when the Association shall receive actual notice of the death or judicially declared incompetence of such Owner, or of the conveyance by such Owner of his Condominium to another, whereupon the vestee of such Condominium shall be deemed the Owner for purposes of voting. Where there is more than one record Owner of a Condominium, any or all of such persons, as Owners, may attend any meeting of the Association, but it shall be necessary for those present to act unanimously in order to cast the vote to which the Condominium is entitled.

Section 8

Quorum

The presence, in person or by proxy of Owners holding at least 50% of the voting power shall constitute a quorum for the transaction of business at all meetings. If any meeting cannot be held because a quorum is not present, the Owners present, either in person or by proxy, may, as otherwise provided by law, adjourn the meeting to a time not less than 48 hours nor more than 30 days from the time the original meeting was called, at which meeting the quorum requirement shall be 25%.

Section 9

Adjourned Meetings

If any meeting of members cannot be organized because a quorum has not attended, the members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum is present.

Section 10

Liability of Members

No member of this Association, either regular or otherwise, shall be personally liable for any of the debts, liabilities and/or obligations of the Association.

Section 12

The Association may accept gifts, legacies, donations and/or contributions and in any amount and any form, from time to time, upon such terms and conditions as may be decided from time to time by the Board of Directors.

Section 13

Certificates of Membership

A. Certificates of Membership. Certificates of Membership, number and with the seal of the Association affixed, signed by the President or Secretary or such other officers as may be designated by the Board of Directors, shall be issued to each member certifying the membership held by him or it in the Association.

B. Lost Certificates. A new certificate of membership may be issued in the place of any certificate theretofore issued by the Association, alleged to have been lost or destroyed, and the Directors may, in their discretion, require the owner of any such lost or destroyed certificate to comply with such rules and regulations as they make from time to time in connection therewith.

C. Transfer of Certificate. Certificates of Membership in this Association shall be transferred concurrently with the recordation of transfer of ownership of the Condominium to which it relates, as provided for in Section 3 of these By-Laws. Only one membership certificate for each Condominium shall be validly outstanding at any time and that shall be in the name of the record owner of the Condominium. Upon transfer of a Condominium, the Membership Certificate formerly held by the transferor shall be surrendered to and canceled by the Secretary of the Association, and a new Membership Certificate shall be issued to the transferee.

Section 14

Board of Directors

A. The number of Directors of the Association shall be five (5) and said number may be changed by a duly adopted amendment to these By-Laws, except that in no event may the number of Directors be less than five (5) without amendment of the Articles of Incorporation.

B. Members of the Board of Directors shall be elected by a plurality of the votes cast at the annual meeting of the members of the Association.

C. Every member entitled to vote at any election for Directors or for the removal of Directors of the Association may cumulate his 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 his shares are entitled, or distribute his votes on the same principle among as many candidates as he thinks fit.

D. Vacancies in the Board of Directors may be filled until, the date of the next annual meeting by the remaining Directors.

E. The term of each Director's service shall extend until the next annual meeting of the members and thereafter until his successor is duly elected and qualified or until he is removed in the manner elsewhere provided.

F. Removal of Directors shall, be governed by the provisions of Section 810 of the California Corporations Code.

Section 15

Organization Meeting of Board of Directors

The organization meeting of a newly-elected Board of Directors shall be held within ten (10) days of their election at such place and time as shall be fixed by the Directors at the meeting at which they were elected, and no further notice of the organization meeting shall be necessary providing a quorum shall be present.

Section 16

Regular Meetings

Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors. Notice of regular meetings shall be given to each Director, personally or by mail, telephone or telegraph at least three days prior to the day named for such meeting unless such notice is waived.

Section 17

Special Meetings

Special meetings of the Directors may be called by the President and must be called by the Secretary at the written request of one-third (1/3) of the votes of the Board. Not less than three days' notice of the meeting shall be given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting.

Section 18

Waiver of Notice

Any Director may waive notice of a meeting before or after the meeting and such waiver shall be deemed equivalent to the giving of notice.

Section 19

Quorum

A quorum at directors' meetings shall consist of the Directors entitled to cast a majority of the votes of the entire board. The acts of the Board approved by a majority of votes present at a meeting at which a quorum is present shall constitute the acts of the Board of Directors except as specifically otherwise provided in the Declaration. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any adjourned meeting any business, which might have been transacted at the meeting as originally called may be transacted without further notice. The joinder of a Director in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presence of such Director for the purpose of determining a quorum.

Section 20

Presiding Officer

The presiding officer of Directors' meetings shall be the chairman of the Board if such an officer has been elected; and if none, then the President shall preside. In the absence of the presiding officer the Directors present shall designate one of their number to preside.

Section 21

Directors' Fees

Directors’ fees, if any, shall be determined by the members.

Section 22

Powers and Duties of the Board of Directors

All of the powers and duties of the Association shall be exercised by the Board of Directors, including those existing under the common law and statutes, the Articles of Incorporation of the Association, the Declaration and all other documents establishing the Condominium Project. Such powers and duties of the Directors shall be exercised in accordance with the provisions of the Declaration, which govern the use of the land and shall include but shall not be limited to the following:

(a) To make and collect assessments against members to defray the costs to the Association of the condominium Project.

(b) To use the proceeds of assessments in the exercise of its powers and duties.

(d) To reconstruct the improvements after casualty and to further improve the Property.

(e) To make and amend regulations respecting the use of the Property in the Condominium Project.

(f) To enforce by legal means the provisions of the Condominium documents, the Articles of Incorporation, these By-Laws of the Association, and the regulations as set forth in the Declaration for the use of the Property in the Condominium Project.

(g) To contract for management of the Condominium Project and to delegate to such contractor all powers and duties of the Association except such as are specifically required by the Condominium documents to have approval of the Board of Directors or the membership of the Association.

(h) To pay taxes and assessments which are liens against any part of the Condominium Project which are owned by the Association other than individual Condominium and the appurtenances thereto, and to assess the same against the Condominium subject to such liens.

(i) To carry insurance for the protection of the Association and its members against casualty and liabilities.

(j) To pay the cost of all power, heat, sewer and other utility services rendered to the Condominium Project and not billed to owners of individual Condominiums.

(k) To employ and compensate personnel to perform the services required for proper administration of the purposes of the Association.

(l) To generally manage the affairs of the Association.

Section 23

Non-liability of the Board of Directors

The members of the Board of Directors shall not be liable to the Owners for any non-willful tort, mistake of judgment, negligence or otherwise, except for their own individual willful misconduct or bad faith. The Owners shall indemnify and hold harmless each member of the Board of Directors against all contractual liability to others arising out of contracts made by the Board of Directors on behalf of the Association unless any such contract shall have been made in bad faith. It is intended that the members of the Board of Directors shall have no personal liability with respect to any contract made by them on behalf of the Association. It is also intended that the liability of any Owner arising out of any contract made by the Board of Directors or out of the indemnity in favor of the members of the Board of Directors shall be limited to such proportion of the total liability there-under as his interest in the Common Area bears to the interests of all the Owners in the Common Area. Every agree-ment made by the Board of Directors or by the managing agent or by the manager on behalf of the Association shall provide that the members of the Board of Directors, or the managing agent, or the manager, as the case may be, are acting only as agents for the Owners and shall have no personal liability thereunder (except as Owners), and that each Owner's liability thereunder as his interest in the Common Area bears to the interests of all Owners in the Common Area.

Nothing in these By-Laws shall prohibit any member of the Board of Directors from entering into contracts with, or otherwise dealing with, the Association provided that any one or more of the circumstances specified in Section 820 of the California Corporations Code exists. If obtainable, the Association shall purchase liability insurance for each Director covering his personal liability for his acts and omissions occurring while acting in the capacity of a Director of this Association the cost of which shall be paid by the Association as a Common Expense.

Section 24

Officers

A. The executive officers of the corporation shall be a President, who shall be a Director, a Vice-President, who shall be a Director, a Treasurer, a Secretary and an Assistant Secretary, all of whom shall be elected annually by the Board of Directors and who may be preemptively removed by vote of the Directors at any meeting. Any person may hold two or more offices except that the President shall not also be the Secretary or an Assistant Secretary. The Board of Directors shall from time to time elect such other officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association.

B. The President shall be the chief executive officer of the Association. He shall have all of the powers and duties which are usually vested in the office of president of an Association, including but not limited to the power to appoint committees from among the members from time to time, as he may in his discretion determine appropriate, to assist in the conduct of the affairs of the Association.

C. The Vice-President shall in the absence or disability of the President exercise the powers and perform the duties of the President. He shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Directors.

D. The Secretary shall keep the minutes of all proceedings of the Directors and the members. He shall attend to the giving and serving of all notices to the members and Directors and other notices required by law. He shall have custody of the seal of the Association and affix the same to instruments requiring a seal when duly signed. He shall keep the records of the Association, except those of the Treasurer, and shall perform all other duties incident to the office of secretary of an association and as may be required by the Directors or the President. The Assistant Secretary shall perform the duties of the Secretary when the Secretary is absent.

E. The Treasurer shall have custody of all property of the Association, including funds, securities and evidences of indebtedness. He shall keep the assessment rolls and accounts of the members; he shall keep the books of the Association in accordance with good accounting practices; and he shall perform all other duties incident to the office of Treasurer.

F. The compensation of all officers and employees of the Association shall be fixed by the Directors. This provision shall not preclude the Board of Directors from employing a Director as an employee of the Association nor preclude the contracting with a Director for the management of the Condominium or otherwise, provided that no Director may vote upon any matter providing for his employment and/or compensation.

Section 25

Management

The provisions for management of the Association set forth in the Declaration shall, be supplemented by the following provisions:

A. Assessment Roll. The assessment roll shall be maintained in a set of accounting books in which there shall be an account for each Condominium. Such an account shall designate the name and address of the Owner or Owners, the amount of each assessment against the Owners, the dates and amounts in which the assessments come due, the amounts paid upon the account and the balance due upon assessments.

B. Budget. The Board of Directors shall adopt a budget for each calendar year which, shall contain estimates of the cost of performing the functions of the Association, including but not limited to the following items:

(1) Common Expense Budget

(a) Maintenance, repair, improvement, and operation of Association Areas.

(b) Landscape planning and maintenance service for all landscaping and planted areas, and to provide for plants, trees and shrubs in or on Association Areas.

(d) Anticipated corrective work to residences pursuant to the provisions of Article 6 of the Declaration.

(e) All metered utilities in Association Areas.

(f) All conduits, ducts, plumbing, wiring, and other facilities for the furnishing of utility, television and other similar services which may run in, over or upon Association Areas.

(g) All roadways, streets, alleys, public walks and other means of ingress and egress within or abutting the Property.

(h) Association insurance.

(i) Administration.

C. Proposed Assessments Against Each Member. Copies of the proposed budget and proposed assessments shall be transmitted to each member on or before January 1 of the year for which the budget is made. If the budget is subsequently amended before the assessments are made, a copy of the amended budget shall be furnished each member concerned.

D. Condemnation. In the event of a taking in condemnation, or by eminent domain, of part or all of the Association Areas, the award made for such taking shall be payable to the Association. Said award shall be utilized to the extent possible, for the repair, restoration, replacement and/or improvement of the remaining Association Areas. Any funds not so utilized shall be applied in payment of Common Expenses otherwise assessable to the Owners. In the event of a taking in Condemnation, or by eminent domain, of all or a part of a Residence, the award made for such taking shall be payable to the Owner of such Residence.

E. The depository of the Association shall be such bank or banks as shall be designated from time to time by the Board of Directors and in which the moneys of the Association shall be deposited. Withdrawal of moneys from such accounts shall be only by checks signed by such persons as are authorized by the Directors.

F. An audit of the accounts of the Association shall be made annually by a certified public accountant, and a copy of said report shall be furnished to each member within 30 days of the completion of the audit, but not later than April 1 of the year following the year for which the report is made.

G. Fidelity bonds shall be required by the Board of Directors from all officers and employees of the Association and from any contractor handling or responsible for Association funds. The amount of such bonds shall be determined by the Directors, but shall be at least the amount of the total annual assessments against members for Common Expenses. The premiums on such bonds shall, be paid by the Association.

Section 26

Fiscal Year

The fiscal year of this corporation shall be the calendar year unless the Board of Directors shall designate a fiscal period ending other than on December 31st.

Section 27

Amendments

Amendment of By-Laws. The regular members, by the affirmative vote of unit owners who in the aggregate own not less than 75% of the units, may at any meeting provided the substance of the proposed amendment shall, have been stated in any required notice of the meeting, amend or alter any of these By-Laws.

Section 28

Miscellaneous Provisions

A. Corporate Seal. The corporate seal of the Association shall be in such form as the Board of Directors shall determine and shall contain the name of the Association, the date and state of its creation and such other matters as the Board of Directors, in their discretion, may determine. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.

B. Principal Office. The principal office shall be established and maintained in the County of Los Angeles, State of California.

C. Other Offices. Other offices of the Association may be established at such places as the Board of Directors may, from time to time, designate or the business of the Association may require.

D. Checks, Drafts, Notes. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association for all debts of the Association shall be signed by the President and counter-signed by the Secretary or Treasurer or by such officers as shall from time to time be determined by the Board of Directors.

E. Notice and Waiver of Notice. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated; any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed post paid wrapper, addressed to the person entitled thereto at his last known post office address, and such notice shall be deemed to have been given on the day of such mailing. Any notice required to be given under these By-Laws may, be waived by the person entitled thereto.

F. Assent to Meeting. Any action of the majority of the Board of Directors to this Association although not at a regularly called meeting and the record thereof if assented to in writing by all of the other members of the Board, shall always be as valid and effective in all respects as if passed by the Board at a regular meeting.