ROSSMOOR HOMEOWNERS ASSOCIATION
BYLAWS A DOMESTIC NON-PROFIT CORPORATION
(ARTICLES OF INCORPORATION FILED MAY 3, 1960)

ARTICLE I: NAME

This organization shall be known as the Rossmoor Homeowners Association, hereinafter referred to as the “Association”; or the “RHA”.

ARTICLE II: PURPOSE To be a non-profit corporation dedicated to providing civic service to the Rossmoor community and its homeowners and residents.

ARTICLE III: OBJECTIVES

Section 1

a. To maintain community values through unified action.b. To represent the homeowners and residents of the community in protection of property interests.c. To maintain an active organization that can speak with one voice for the rights of all before any local, municipal, county or state legislative body, or any individual, organization, association, corporation or other group whose actions, policies, intentions and designs can affect the rights of the homeowners, residents and the community.d. To maintain a non-sectarian and non-partisan approach toward the formulation of policies and resolution of problems.e. To attend meetings of boards, committees and chambers of local governmental bodies and other organizations in order that the members of the Association may be informed as to the actions of those bodies.f. To communicate with and elicit input from the community by use of appropriate methods such as general membership meetings and town hall meetings, surveys, newsletters and other appropriate methods.

Section 2

The Association will support and execute community improvement projects and other civic functions through duly constituted committees when such action is appropriate.

ARTICLE IV: MEMBERSHIP

Section 1

Any adult (18 years of age or older) resident or property owner in the community known as Rossmoor shall be eligible for membership in this Association by payment of annual dues. Upon payment of annual dues, an adult resident or property owner of Rossmoor shall be deemed a “member in good standing” for the membership year for which such annual dues were paid. Only one vote shall be allowed for each Rossmoor address.

Section 2

Membership dues shall be established by the Board annually prior to January 1^st each year.

Section 3

The membership year shall be from January through December.

ARTICLE V: BOARD OF DIRECTORS

Section 1

The Board of Directors (the “Board”) of the Association shall consist of thirteen (13) Directors at large elected to serve a term of two years commencing on July 1 through June 30. In order to promote continuity on the Board, the Directors’ terms shall be staggered as follows: seven (7) Directors will stand for election in odd-numbered years and six (6) Directors will stand for election in even-numbered years. All Directors shall be members of the Association for a periodof no less than six (6) months immediately prior to their nomination pursuant toArticle X, Section 3.

Section 2

If any Director leaves office prior to the expiration of his or her term, the President shall recommend to the Board a replacement. Upon the approval of a majority of the Board, such person shall be appointed as a Director of the Association. Said appointee shall serve only during the unexpired portion of the terminating Director’s term.

Section 3

The Board of Directors shall be responsible for the management and administration of the Association.

Section 4

Directors shall be required to attend all Board meetings of the Association. In the event a Director is absent from three (3) consecutive regularly scheduled meetings or a total of five (5) such meetings within the term of office, said Director shall be automatically terminated from office unless, in the opinion of the Board, reasonable justification exists.

Section 5

In order to avoid conflicts of interest in carrying out the purposes and policies of this Association, no publicly elected official shall serve on the Board of the Rossmoor Homeowners Association or serve as a RHA committee chair.

ARTICLE VI: OFFICERS

Section 1

The officers shall be Directors and shall consist of a President, First Vice President, Second Vice President, Secretary and Treasurer. The officers shall serve a one (1) year term and be nominated and elected by the members at the June meeting of the Board pursuant to Article X below.

Section 2

The President shall formulate the agenda and preside at all meetings of the Board. The President shall perform such other duties as he or she may be directed to perform by resolution of the Board not inconsistent with the provisions of these Bylaws.

Section 3

The First Vice President shall carry out all assignments given by the President and shall exercise all powers, duties and authority of the President during the absence or disability of the President.

Section 4

The Second Vice President shall carry out all assignments given by the President and shall exercise all powers, duties and authority of the President during the absence or disability of the President and the First Vice President.

Section 5

The Secretary shall maintain an accurate record of the proceedings of all meetings of the Board, including a record of attendance. The Secretary shall notify the Board if a Director is subject to termination due to lack of attendance. The Secretary shall be responsible for maintaining a current copy of the Bylaws and distributing the current copy to each Director.

Section 6

The Treasurer shall maintain timely and accurate books of account, shall have custody of all funds of the Association and shall receive and disburse funds under the direction of and in accordance with the instructions of the Board. The Treasurer shall be responsible for filing on a timely basis all legal documents required by law including tax returns. The Treasurer shall not disburse funds not budgeted or substantially exceeding the amount budgeted without the approval by the Board. The Treasurer shall present a brief summary report at each Board meeting.

Section 7

The Executive Committee shall consist of the President, the First Vice President, the Second Vice President, the Secretary and the Treasurer. When there is a need for immediate action between regular Board meetings and a quorum for a special meeting is not available, the Executive Committee shall have the power of the Board to act on behalf of the Board. Any action or discussion taken by the Executive Committee shall be reported to the full Board at the next regular Meeting of the Board. The Secretary shall take minutes of all meetings of the Executive Committee and shall file and maintain such minutes with the minutes of the meetings of the Board. A minimum of three votes is required for formal action.

Section 8

No person shall serve as an officer of the Association more than six consecutive years.

Section 9

At the termination or expiration of the term of office of a Director, all books, papers and other properties of the Association shall be delivered to the Board by such Director.

Section 10

In the absence or disability of the President, the officers, as identified and in the order indicated above, shall assume the responsibility of the President.

ARTICLE VII COMMITTEES

Section 1

The Standing Committees for the Association shall be:

a. Budget/Finance/Audit;b. Communications/Newsletter/Website;c. Membership/Welcoming; d. Community Standards;e. Paper Drive; andf. Community Liaisons (RCSD, Schools, LAFCO, etc.).

Section 2

a. The Board shall create such additional committees as are deemed

necessary to carry out the work of the Association, which may include Preservation, Neighborhood Watch, Disaster Preparedness, Traffic and Community Activities.

b. The President shall appoint all committee chairs.

Section 3

The Budget Committee shall consist of the Second Vice President, Treasurer and any other Directors as appointed by the President. The Budget Committee shall have the responsibility for developing annual budgets, solicitating budget requests from the Association’s committees, and presenting such proposed budgets to the Board for approval not later than the November meeting of the Board. The Budget Committee shall also review revenue and expenditures at the end of July and make recommendations to the Board for approval of any suggested changes. Further, the Budget Committee shall have responsibility for auditing the books and financial procedures of the Association.

Section 4

The President shall be an ex-officio member of all committees excluding the Nominating Committee. (see Article X, Section 2)

ARTICLE VIII FINANCES

Section 1

All funds of this Association shall be maintained in a manner consistent with good accounting practices. Financial reports shall be required and fairly presented to the Board of Directors at all regular Board meetings.

Section 2

Financial records shall be made available to any member in good standing upon written request and payment of all costs associated with reproduction, subject to appropriate confidentiality restrictions.

Section 3

Two signatures shall be required on all checks and drafts for payment or disbursement of funds for the Association. Officers and Directors authorized to sign checks and drafts include the President, First Vice President, Treasurer and one other designated Director appointed by the President with such appointment reported to the full Board. Deposits of funds received by the Association shall be made by the Treasurer or by a Director designated by the President, and such designated Director shall promptly report all such deposits to the Treasurer.

Section 4

The fiscal year for the Association for the purposes of budgeting shall be from January 1 to December 31. The budget for the following year shall be presented by the Budget Committee to the Board for approval no later than the September Board meeting.

Section 5

No part of the income and/or assets of this Association shall inure for the benefit of any individual member.

Section 6

The property of the Association is irrevocably dedicated to accomplishing the purposes and objectives of the Association as defined in the Bylaws. Monetary contributions to outside organizations shall be limited to those activities which directly benefit the community.

Section 7

The Budget Committee shall review the financial records of the Association and the procedures for receiving and disbursing moneys annually, when there is a change in the Treasurer or at any other time when authorized by the Board. Further, the Board may, at any time, elect to have an audit performed by third parties under such terms and conditions as the Board may specify when the Board determines that such third party audit is required or appropriate.

ARTICLE IX: MEETINGS

Section 1

The Association shall schedule and hold not less than eight (8) regular Board meetings each year for the purpose of conducting the business of the Association. Regular meetings shall be open to all members. For purposes of conducting the business of the Association, a quorum shall consist of not less than a majority of the current Directors. There will be no proxy voting at any Board meeting.

Section 2

Special meetings of the Board may be called at the discretion of the President or any three Directors. A quorum for a special Board meeting shall consist of not less than a majority of the current Directors.

Section 3

No vote upon any motion or resolution may be effective at any Board meeting unless the required quorum is present.

Section 4

The membership may request a special meeting of the Association through a petition signed by 20 members in good standing. Such special membership meeting shall require public notice to the entire membership a minimum of twenty (20) days prior to the meeting. The notice shall be posted in two public places and published in a local newspaper.

Section 5

Except as otherwise provided in these By-Laws, meetings of the Association will be conducted under the then-current edition of Robert’s Rules of Order asapplicable to small assemblies.

ARTICLE X: NOMINATIONS AND ELECTIONS

Section 1

Election of Directors shall be held annually in May.

Section 2

A nominating committee comprised of three (3) Association members shall be recommended by the President for approval by a majority of the Board at the March Board meeting. The committee shall be charged with the responsibility of nominating candidates for open Director positions and for the Officers of the Association. The committee shall verify that all nominees are willing to serve and meet the eligibility requirements of Directors and Officers as described in these Bylaws. The President shall not be a member of the Nominating Committee.

Section 3

A general membership meeting shall be scheduled for April for the purpose of placing nominations before the members. Members shall be notified of said meeting by mail to each member, or by publishing in any publication of the Association which is mailed to all members, and such notification shall be sufficient if made at least twenty (20) days prior to the meeting. The Presidentshall announce the Nominating Committee’s nominee(s) followed by an invitation to Association members to nominate from the floor, provided that all such nominated members are eligible to serve as Directors pursuant to these Bylaws. Upon completion of the nominations, nominations will be announced “closed.” The President shall then read aloud the entire list of candidates placed in nomination.

Section 4

Each nominee shall have the opportunity to submit a maximum of fifty (50) word statement to the Secretary within seven (7) days following close of nominations. The Secretary shall assume responsibility for preparing and mailing a ballot with the candidates’ statements to all members in good standing within twenty-one (21) days of the close of nominations.

Section 5

All elections shall be by secret ballot. Ballots shall clearly note the date by which they must be returned. Ballots shall contain an option for write-in candidates. Only members in good standing shall be eligible to vote.

Section 6

The President shall appoint two (2) Directors, who are not then standing for election, to serve as inspectors of election, who shall receive and tally the votes and determine the results of the election. A plurality of the votes shall elect. A full report of the results of the election shall be presented at the Board meeting in June. The ballots and tally results shall be maintained by the Secretary for two (2) months following the election.

Section 7

The newly constituted Board of Directors shall elect officers for the following year at the June Board meeting.

Section 8

The outgoing President shall preside at the installation of the newly elected Directors at the close of the June meeting. The newly elected Board shall assume the affairs of the Association effective as of July 1.

ARTICLE XI: INDEMNIFICATION

The Association shall have the power to indemnify any person who was or is a party or is threatened to be a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he or she is or was an officer, Director, member of a committee or otherwise performing services for the Association against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, provided that he or she acted lawfully and in good faith and in a manner he or she believed to be in the best interests of the Association. The Board shall have the authority to purchase and maintain insurance to cover its obligations hereunder.

ARTICLE XII: BYLAWS AND AMENDMENTS

Section 1

The Bylaws, as ratified by the membership, shall establish the policies of the Association and shall supercede all other rules.

Section 2 These Bylaws may be amended by approval of the Board and a two-thirds majority vote of the members present at any regular or special meeting, providing that at least twenty (20) days notice has been given the members prior to the meeting. The notice shall be posted in two public places and published in a local newspaper or published in any publication of the Association which is mailed to all members.

Section 3

Any member in good standing may propose a Bylaw change to the Board for consideration. All proposed Bylaw changes, if approved by the Board, shall be presented to the membership as specified in Section 2.Amended Bylaws approved by the Board on September 16, 2003 for submission to the members on January 20, 2004. Amended Bylaws previously approved by the Board on February 20, 2001 and approved by the general membership on June 19, 2001. Previously amended Bylaws ratified by membership on 24 November 1998, 17 June 1998, 19 June 1996, 19 May 1993, 15 May 1991 and 22 February 2000.