By-Laws

Of

Seven Oaks Community Center, Inc.

Article I

The Office of this corporation shall be located at the Seven Oaks Community Center, 16789 Bernardo Oaks Drive, City of San Diego, Count of San Diego, State of California.

Article II

Members

There shall be one class of members.

Regular members:  Each owner of a residential unit in the real property located in the City of San Diego, Count of San Diego, State of California, more particularly described in Exhibit “A” attached hereto and make a part hereof, shall be a regular member of this corporation.  The transfer of title to any such residential unity shall automatically transfer the regular membership appurtenant to such residential unit to the transferee.  In the event any such residential units are owned by two or more person, then such persons shall designate, in writing to be filed with this corporation, which of them holds the regular membership in this corporation, and in the absence of such designation, this corporation may select which one of such persons is the holder of the regular membership in question.  The remaining Associate Memberships will be eliminated by attrition.

Article III

Membership Assessments

            Section 1.         The Board of Directors shall fix and determine the assessments to be paid by each regular member, the amount thereof to be the same for each regular member.  The membership assessment fixed for any fiscal year of the corporation shall not exceed by more than fifteen percent (15%) the amount for the immediately preceding fiscal year.  In the event the Board of Directors shall deem necessary a special assessment against the members, due to an emergency or for other reasons, it shall cause the regular member to be fully informed concerning the reason or reasons therefore; and such assessment, and the amount thereof payable by each regular member, shall become effective only upon approval thereof by the regular members voting by ballot as provided for in Article V, Section 6.

            Section 2.         The membership, and all the rights and privileges appurtenant thereto, of any member who shall fail to pay in full and promptly when due any assessment in respect of his or her membership shall be automatically suspended during the continuance of the delinquency.  The membership shall be considered delinquent thirty (30) days after date of billing.  The officers of this corporation are authorized to bring an action at law against any member for any such membership assessments which are delinquent.  The penalty for delinquency in the payment of any assessment shall be ten percent (10%) of the amount thereof for the first month, and one and one half percent (1 ½%) of said amount for the second and each succeeding calendar month, or part thereof, during which the delinquency continues; also all reasonable expense incurred in the collection of the amount due, for which purpose the officers of this corporation are hereby expressly authorized to bring suit.

ARTICLE IV

Membership Rights and Privileges

Provided that the member is living in the living unit to which such membership is appurtenant, such member and all other members of the immediate family living in said living unit shall be entitled to the right to use and enjoy, at their own risk, all of the facilities and property of this corporation.

Any regular member who is not living in the living unit to which such membership is appurtenant shall have the election as to whether such regular member and his family, or the persons living in the living unity to which such membership is appurtenant, shall be entitled to the right to use and enjoy at their own risk, all of the facilities and property of this corporation; but both said regular member and said occupants may not use said facilities, and said occupants may use said facilities only if said regular member has given notice in writing to this corporation of said regular member’s election to this effect.  In any event, said regular member shall retain his voting privileges and the obligation to pay all assessments duly levied by this corporation.

The right to use and enjoy the facilities and property of this corporation as hereby provided is subject to the Rules and Regulations governing the same which may be adopted from time to time by the Board of Directors.

No member of this corporation shall have any right to any of the property of this corporation except the right to use the same as in this Article above provided.

ARTICLE V

Meetings of Regular Members

Section 1.         PLACE OF MEETINGS.  All meetings of regular members shall be held at the office of the corporation located at 16789 Bernardo Oaks Drive, San Diego, California.  The Board of Directors may choose another location in the event of catastrophic loss of the Center.

Section 2.         ANNUAL MEETING OF REGULAR MEMBERS.  The annual meetings of regular members shall be held on the second Tuesday of March at 2:00 P.M., provided, however, that should said day fall upon a legal holiday, then any such annual meeting of regular member shall be held at the same time and place on the next day thereafter which is not a legal holiday.

            Written notice of each such annual meeting shall be given to each regular member by sending a copy of the notice through the mail to his address appearing on the books of the corporation or supplied by him to the corporation for the purpose of notice.  All notices shall be sent to each regular member not less than seven (7) days before each annual meeting and shall specify the place, the day and the hour of such meeting.

            Section 3.         SPECIAL MEETINGS.  Special meetings of regular members, for any purpose or purposes whatsoever, may be called at any time by the president or by the Board of Directors or by any two or more members thereof, or by ten percent (10%) or more of the regular members.  Except in special cases where other express provision is made by stature, notice of such special meetings shall be given in the same manner as for annul meeting of regular members.  Notices of any special meeting shall specify the place, day and hour of such meeting and general nature of the business to be transacted.

            Section 4.         QUORUM.  A quorum for any regular or special meeting shall consist of two hundred (200) regular members in person.  A quorum shall not be presumed in the absence of a challenge.  The regular member present at a duly called or held meeting, at which a quorum is present, any continue to do business until adjournment, notwithstanding the withdrawal of enough regular members to leave less than a quorum.

            Section 5.         PRESUMPTION OF NOTICE.  A recitation in the minutes of any membership meeting that notice of such meeting had been property given shall be prima facie evidence that such notice was so given.

            Section 6.         VOTING.  At all meetings of regular members each regular member shall be entitled to one vote. Such vote may be by voice or ballot. 

            When any article of these by-laws stipulates that adoption or approval of the regular membership is required, a ballot shall be mailed to the membership, and a majority of the ballots cast shall be determining.

            Section 7.         ADJOURNED MEETINGS AND NOTICE THEREOF.  Any membership 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 regular members present in person, but in the absence of a quorum, no other business may be transacted at any such meeting.

            When any membership meeting, either annual or special, is adjourned for thirty (30) days, but not more than forty-five (45) days, notice of said adjournment meeting shall be given as in the case of an original meeting.  Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by an announcement at the meeting at which such adjournment is taken.

ARTICLE VI

Directors

            Section 1.         POWERS.  Subject to limitations of the Articles of Incorporation, of the by-laws, and of the California Corporations code as to action authorized or approved by the members, and subject to the duties of directors as prescribed by the by-laws, all corporate powers shall be exercised by, or under the authority of, and the business and affairs of the corporation shall be controlled 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:

            First:                 To select and remove all the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the by-laws, fix their compensation and require from them security for faithful service.

            Second:            To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or the by-laws as they may deem best.

            Third:               To adopt, make and use a corporate seal, and to alter the form of such seal, from time to time, as in their judgment they may deem best, provided such seal shall at all times comply with the provisions of the law.

            Fourth:             To borrow money and incur indebtedness for the purposes of the corporation.  However, no encumbrance of any of the assets of the corporation shall be created by the Board of Directors without prior authorization of the regular members determined by ballot as provided in Article V, Section 6.

            Section 2.         NUMBER AND QUALIFICATIONS OF DIRECTORS.  The Board of Directors shall consist of seven (7) directors until changed by this section of the by-laws, approved by vote of the regular members, determined by ballot as provided for in Article V, Section 6.  The directors must be members of the corporation as defined in Article II.

            Section 3.         ELECTION AND TERM OF OFFICE.  The term of office of directors shall be two (2) years.  Four directors shall be elected in odd numbered years and three directors shall be elected in even numbered years.  Directors are limited to two (2) consecutive terms and may not run again for a period of two years.

            Except in the case of elections to fill vacancies on the Board of Directors as provided in Section 4 of this Article, elections of directors shall be conducted by mail in such a manner as the then incumbent Board of Directors shall determine, not inconsistent with law or these by-laws.  In any such election, each regular member shall be entitled to cast a number of votes equal to the number of directors to be elected.  Cumulative voting is not allowed.

            A nominating committee, consisting of seven (7) or more members, in good standing, of Seven Oaks, not more than two of whom may be currently serving on the Board, shall be appointed by the president subject to the approval of the Board, not later than November 15^th of each year.

            For each annual election of directors, the nominating committee shall submit to the regular members, and there shall be listed alphabetically in the ballots, the names of at least two or more persons than the number of directors to be elected and who have expressed to that committee their willingness to serve if elected.  The form of the ballot for any annual election of directors shall include, with an appropriate indication, the name or names of any candidate nominated by a petition or petitions signed by fifty (50) or more regular members and delivered to the chairman at least thirty (30) days before the annual meeting.  Ballots, accompanied by brief biographical material (furnished to the nominating committee by or on behalf of the nominees but within space limitations) shall be mailed to regular members, with copies of the notice of the meeting at which the results of the election will be announced, at least twenty (20) but not more than (30) days before each meeting and shall be returnable only with the period stated in such notice.  The candidates receiving the highest total numbers of votes shall be deemed elected, to take office immediately after final adjournment of such meeting.  If, however, two or more of the nominees receive the same number of votes for the last remaining vacancy, a run-off election between only those candidates will be conducted immediately.

            Section 4.         VACANCIES. Vacancies in the Board of Directors shall be filled by a majority of the remaining directors, though less than a quorum, and each director so elected shall hold office until his successor is elected.  Vacancies shall be filled within thirty (30) days.

            A vacancy or vacancies shall be deemed to exist in case of death, resignation or the removal of any director, or if the members shall increase the authorized number of directors but shall fail to elect the additional directors so provided for, or in case the members fail at any time to elect the full number of authorized directors.

            If any director tenders his resignation to the Board of Directors, the Board shall have power to elect a successor to take office at such time as the resignation as the resignation shall become effective.  No reduction in the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

            Section 5.         PLACE OF MEETING.  All meetings of the Board of Directors shall be held at the corporation located at 16789 Bernardo Oaks Drive, San Diego, California.  The Board of Directors may choose another location in the event of catastrophic loss of the Center.

            Section 6.         ORGANIZATION MEETING.   Immediately flowing each annual meeting of the regular members, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.

            Section 7.         OTHER REGULAR MEETINGS.  Other regular meetings of the Board of Directors shall be held without call at 9:00 A.M. on the second Tuesday of each month; provided, however, should said day fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter which is not a legal holiday.  Notice of all such regular meetings of the Board of Directors is hereby dispensed with.

            Section 8.         SPECIAL MEETINGS.  Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the president, or, if he is absent or unable or refuses to act, by the vice-president or by any two directors.

            Written notice of the time and place of special meetings shall be delivered personally to the directors or sent to each director by letter addressed to him at his address as it is shown upon the records of the corporation.  In case such notice is mailed, it shall be deposited in the United States mail at least forty-eight (48) hours prior to the time of the holding of the meeting.  In case such notice is delivered personally, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting.

            Section 9.         NOTICE OF ADJOURNMENT.  Notice of adjournment of any directors’ meeting, either regular or special, need not be given to absent directors, if the time and place are fixed at the meeting adjourned.

            Section 10.       ENTRY OF NOTICE.  Whenever any director has been absent from any special meeting of the Board of Directors, and entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that the due notice of such special meeting was given to such director, as required by law and the by-laws of the corporation.

            Section 11.       WAIVER OF NOTICE.  The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though transacted at a meeting duly held after regular call and notice, if a quorum be present, and if, either before of after the meeting, each of the directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

            Section 12.       QUROUM.  A majority of the directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn a hereinafter provided.  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.

            Section 13.       ADJOURNMENT.  A quorum of the directors may adjourn any 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 the directors; meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

            Section 14.       FEES AND COMPENSATION.  Directors shall not receive any stated salary for their services as directors.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation therefore.

            Section 15.       ACTION OF BOARD WITHOUT METTING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting of all members of the Board shall individually or collectively consent in writing to such action.  Such consent to be filed with the minutes.

            Section 16.       EXECUTIVE COMMITTEE.  The board of Directors shall have the power to appoint an Executive Committee and to delegate to such committee any of the powers and authority of the Board in the management of the business and affairs of the corporation.  The Executive Committee shall be composed of three (3) or more directors, one of whom shall also be the President.

            Section 17.       Architectural committee.  The Board of Directors shall have the power to appoint an Architectural Committee and to delegate to such Committee all of the powers to enforce and administer the Architectural controls pursuant to Article Four of the Articles of Incorporation of the corporation.  The Architectural Committee shall be composed of three (3)  or more members.  The Architectural Committee shall have the right to employ an architect licensed in the State of California.  The Board of Directors of the corporation shall have the right to appoint the members of the Architectural Committee, to remove any member of said Architectural Committee at any time and from time to time, and to fill vacancies therein.  The Architectural Committee shall have the following powers of enforcement:

            First:                 The Architectural committee may at any time that it deems a breach of the Architectural controls has occurred, execute, acknowledge and record in the Recorder’s Office of San Diego County, a Notice of Claim of Breach setting forth the facts of such breach describing the lot or lots upon which such breach occurred and setting forth the name of the owner or owners thereof.  Such notice, upon being recorded, shall be notice to all persons of such breach, provided an action has been commenced with sixty (60) days after the recording of such notice to establish such breach, and if no such action has been commenced within sixty (60) days, then and in that event such notice shall be of no force or effect whatsoever and the breach set forth in said notice shall be presumed to have been remedied.

            Second:            Enforcement by the Architectural Committee shall be by proceeding at law or in equity against any person or persons violating or attempting to violate any covenant either to restrain violation or to recover damages.

            Third:               As to the owner or owners of any of the lots with any unit or subdivision of Seven Oaks, including any bona fide purchaser under contract, the Architectural controls shall operate as covenants running with the land and a breach of any of them or a continuance of any such breach may be enjoined, abated or remedied by appropriate proceedings by the Architectural Committee.

            Fourth:             In the event of the failure of any individual lot owner to comply with a written directive or order from the Architectural Committee, then in such an event, the Architectural Committee shall have the right and authority to perform the subject matter of such directive or order and the cost of such performance shall be charged to the owner of the lot in question and may be recovered by the Architectural Committee in an action at law against the individual lot owner.  In the event legal action is commenced to enforce the provision of this Section 17, the prevailing party shall be entitled to the costs of suit and reasonable attorney’s fees.

ARTICLE VII

Officers

            Section 1.         OFFICERS.  The Officers of the corporation shall be a president, a vice-president, a secretary and a chief financial officer.  The corporation may also have, at the discretion of the Board of Directors, one or more assistant secretaries, one or more assistant financial officers and such other subordinate officers as may be appointed in accordance with the provision of Section 3 of this Article.

            Section 2.         ELECTION.  The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article VII, shall be chosen annually by the Board of Directors and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to sever, or his successor shall be elected and qualified.

            Section 3.         SUBORDINATE OFFICERS, ETC.  The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such periods, have such authority and perform such duties as are provided in the by-laws or as the Board of Directors may from time to time determine.

            Section 4.         REMOVAL AND RESIGNATION.  Any officer may be removed, either with or without cause, by a majority of the directors then in office, at any regular or special meeting of the Board.

            Any officer may resign at any time by giving written notice to the Board of Directors or the president, or to the secretary of the corporation.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

            Section 5.         Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause, shall be filled in the manner prescribed in the by-laws for regular appointments to such offices.

            Section 6.         PRESIDENT.  The president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation.  He shall preside at all meetings of the members and at all meeting of the Board of Directors.  He shall be 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 the president of a corporation, and have such other powers and duties as may be prescribed by the Board of Directors or by the by-laws.

            Section 7.         VICE-PRESIDENT.  In the absence or disability of the president, the vice-president shall perform all of the duties of the president, and when so acting shall have all powers of, and be subject to all the restriction upon the president.  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 of Directors or by the by-laws.

            Section 8.         SECRETARY.  The secretary shall keep, or cause to be kept, at the office or such other place as the Board of Directors may order, a book of minutes of all meetings of directors and members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at the directors’ meetings, the number of memberships present or represented at members’ meetings and the proceedings thereof.

            The secretary shall, give or cause to be given, notice o all the meetings of the members of the Board of Directors required by the by-laws or by law to be given, and he shall keep the seal of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the by-laws.

            Section 9.         CHIEF FINANCIAL OFFICER.  The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus.  Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.  The books of account shall at all times be open to inspection by any director.

            The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors.  He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the by-laws.

ARTICLE VIII

Miscellaneous

            Section 1.         CHECKS, DRAFTS, ETC.  All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed, or endorsed, by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

            Any person or persons authorized by the Board to sign or endorse any of the above enumerated orders for the receipt or payment of money or evidences of indebtedness shall be bonded in an amount sufficient to adequately indemnify the Center.

            Section 2.         CONTRACTS, ETC., HOW EXECUTED.  The Board of Directors, except as in the by-laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the corporation and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

            Section 3.         INSPECTION OF THE BY-LAWS.  The corporation shall keep in its office for the transaction of business the original or a copy of the by-laws as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the members at all reasonable times during office hours.

            Section 4.         FISCAL YEAR.  The fiscal year of the corporation shall be determined by the Board of Directors and having been so determined is subject to change from time to time as the Board of Directors shall determine.

            Section 5.         ANNUAL REPORT.  The Board of Directors shall cause an audit of the financial affairs of this corporation to be made at least every twelve months, to be completed by January 1^st of the following year, said audit to reflect the financial condition of this corporation as of the date of said audit and to summarize the financial transactions in which this corporation was involved during the period between the last of such audits and the date of the current audit.  A copy of the audit shall be prominently posted on the bulletin board of this corporation’s principal place of business and copies thereof shall be available on request to any member of this corporation for inspection at the principal office of this corporation at reasonable times during normal business hours. Copies shall be furnished to members requesting them and prepaying the reasonable expense of their reproduction.

            Section 6.         GIFTS, BEQUESTS AND GRATUITIES.  Gifts, bequests and gratuities from individuals and corporations are encouraged and may be accepted upon favorable action by the Board of Directors and shall be used in furtherance of the purposes of the Seven Oaks Community Center and not otherwise.

ARTICLE IX

Amendments

            New by-laws may be adopted or these by-laws may be amended or repealed by vote of the regular members by mail ballot as provided for in Article V, Section 6.

These revised by-laws were approved by the

Board of Directors, Seven Oaks Community

Center, Inc., on January 25, 1983.