Bylaws

BY-LAWS

SUMMER HOME PARK

IMPROVEMENT CLUB, INC.

Approved July 20, 1968 - Amended May 27, 1972 - Amended May 28, 1988

Amended May 28, 1994 - Amended May 25, 1996 - Amended May 25, 2002

1. MEMBERSHIP

(a) Eligibility: Any owner of real property located within the boundaries of Summer Home Park (SHP), (including Highcroft), Sonoma County, CA shall be admitted an annual “Full Membership” upon payment of current annual dues, provided that such eligibility shall be limited to one full membership per each residential structure located within such community.

(b) Associate Membership: Any person not otherwise entitled to full membership who is interested in supporting the activities and standards of the community may be admitted to annual “Associate” membership upon approval of the Board of Directors (BOD) and payment of current annual dues. Associate members shall be entitled to all rights and privileges of membership and they shall be entitled to vote or become Directors or officers of the Improvement Club (IC).

(c) Membership Privileges: All IC members in good standing together with their families, tenants and guests shall be entitled to the sue of all Club facilities, subject to reasonable rules and regulations as adopted by the BOD.

(d) Loss of Membership: Any member may be expelled or suspended from membership by two-thirds of the members in good standing present at any regular or special meeting voting that good cause has been show for such expulsion or suspension provided that notice of such proposed motion for expulsion together with a brief statement of the charges to be brought against such member, shall be mailed t the membership in advance of such meeting. Special procedures shall be adopted by the BOD for such proceedings which shall insure that due process of law shall be followed.

2. DIRECTORS:

(a) Number and Term: The BOD shall consist of nine members in good standing, each of whom shall serve a three year term, which terms of office shall be arranged in such a manner as to provide for the expiration of three Directorships on September 30^th of every year.

(b) Election: Three Directors shall be elected to office by the membership at large at each Annual Meeting. The term of office of such newly elected Directors shall commence on the October 1^st immediately following their election.

(c) Duties: It shall be the duty of the BOD to formulate SHPIC policy, administer SHPIC business and to appoint and supervise the officers in the proper discharge of their duties.

(d) Meetings: BOD meeting may be called at any time by either the President or any three Directors upon at least one week’s written notice mailed to each Director at his residence address. Personal attendance of five Directors shall be required to constitute a quorum.

(e) Vacancies: Any vacancy on the Board of Directors shall be filled by appointment made by the Board of Directors. The appointment shall be made by a majority decision and shall be for the unexpired term of the vacant Directorship.

(f) Additional Terms: No member shall be eligible for election or appointment to an additional term as Director until he has remained out of such office for a period of at least one full year.

3. OFFICERS:

(a) Officers and Terms: SHPIC officers shall consist of President, Vice-President, Secretary and Treasurer, all of whom shall be appointed by the BOD to fill a one year term of office commencing October 1^st. Such appointments shall be made at a meeting of the BOD held during the month of September of each year. The President and Vice-President must be members of the BOD during their term of office (excepting as provided for in Paragraph 3(b) hereof). The Secretary and Treasurer shall serve at the pleasure of the Board of Directors and any SHPIC member in good standing shall be eligible to fill such offices. Vacancies in unexpired terms of any officer shall be filled by the BOD.

(b) Continuity of Officers: In the event that the officers for the ensuing year have not yet been appointed to office by October 1^st of any year, the existing officers may continue to serve in office until his/her successor has been appointed; provided, however, that such extended term shall not exceed a period of thirty days.

(c) President: It shall be the duty of the President to preside at all meetings of the membership and of the BOD. The President shall be an ex-officio member of all committees and shall represent the Club whenever and wherever required.

(d) Vice-President: It shall be the duty of the Vice-President to discharge the duties of the President in his absence.

(e) Secretary: It shall be the duty of the Secretary to record the minutes of all meetings of the membership and BOD, keep current the membership roll and carry out the instructions of the BOD relating to correspondence, the issuance of notices and the maintenance of SHPIC records and documents.

(f) Treasurer: It shall be the duty of the Treasurer to receive, deposit, disburse and account for all monies in accordance with the instructions of the BOD, and to mail copies of the annual financial statement to the membership. The Treasurer shall also furnish a written report and financial statement at the annual meeting, and when otherwise called upon to do so by the BOD.

4. MEMBERSHIP MEETINGS:

(a) Annual Meeting: The annual meeting of the membership shall be held at Summer Home Park at ten o’clock a.m. on either the Saturday preceding or the Saturday following May 30^th each year, as selected by the BOD. Notice of the date of such meeting shall be mailed to the membership and posted on the SHP bulletin board at least two weeks in advance of such meeting.

(b) Reports and Election: The agenda for the annual meeting shall include the annual reports of the President and the Treasurer and the election of three members to the BOD.

(c) Special Meetings: Special meetings of the membership may be called at any time by the President or upon written request of ten members in good standing directed to the BOD. Special meetings shall be held in Summer Home Park, and notice of time and place thereof shall be mailed to the membership and posted on the SHP bulletin board at least two weeks in advance thereof.

(d) Quorum: Attendance either in person or by proxy of at least ten percent of the full members in good standing shall be required to constitute a quorum at the annual meeting, or at special meetings of the membership.

(e) Voting Rights: Each member in good standing shall be entitled to one vote at any membership meeting. Any member absent may designate any person of legal age to act and vote in his/her stead at any such meeting. Prior to casting such proxy vote, the representative shall present to the Secretary for filing, written proxy executed by the absent member disclosing the authority of such representative at such meeting.

5. COMMITTEES:

(a)Creation and Members: The BOD may create such committees as it may deem necessary in the furtherance of Club business. Only full members in good standing may be appointed to such committees and shall serve at the pleasure of the BOD, excepting the President, who shall be an ex-officio member of all committees.

(b) Nominating Committee: In the event that the BOD appoints a committee for the recommendation and nomination of candidates for members of the BOD, it shall do so at least one month in advance of the annual meeting. Such committee shall be composed of no less than three and no more than five members (not including the President). It shall be the duty of such committee to investigate the qualifications of any person interested in becoming a candidate for such office and place into nomination the names of three or more qualified Club members for election at the annual meeting. The Nominating Committee shall also distribute a brief written report to the members in attendance at the annual meeting relative to the qualifications of the proposed candidates, or shall have mailed such a report to the membership along with the notice of the annual meeting. Nominations for the office of Director may also be made from the floor at such meetings provided that the member making such nomination shall have available for distribution to the members in attendance a brief written report relative to the qualifications of the proposed candidate, together with his/her written consent to serve if he/she should not be present to accept the nomination.

6. DUES AND ASSESSEMENTS:

(a) Amount: Annual dues for full membership shall be $300.00. Annual dues for associate memberships shall be $100.00. Dues may be changed only by majority vote at the Annual meeting.

(b) When Payable: Prior to May 1^st of each year the Treasurer shall mail each member a statement of annual dues payable for that year. Such statements shall be payable upon presentation and shall be deemed delinquent if still unpaid by June 1^st of the year.

(c) Delinquent Dues: The names of all members delinquent in payment of Club dues shall be posted on the SHP bulletin board, and any member still delinquent on July 1^st of that year shall automatically dropped from the membership roll and shall not be entitled to any of the rights or privileges of Club membership.

(d) Reinstatement: Any previous member who has lost their membership through nonpayment of dues shall be automatically reinstated in good standing upon the payment of such delinquent dues.

(e) Assessments: Assessments for special purposes may be made at the annual meeting, or at any special meeting called for that purpose, provided that the notice of such proposed action for special assessment shall be mailed to the membership and posted on the Summer Home Park Bulletin board at least two weeks in advance of such meeting. Such motions require a two-thirds vote of the members in good standing in attendance at such meeting, and shall be levied only against full memberships. Any motion made for special assessment shall include provision for a delinquency period and appropriate action penalties for non-payment.

7. ADDITIONAL PROVISIONS:

(a) Amendments: The By-Laws or Articles of Incorporation can be amended only by a two-thirds vote of the members present and in good standing at any annual or special meeting of the membership. All amendments must be presented to the Board of Directors in writing in time to allow a copy of such amendments to be forwarded to each member two weeks before the time of the meeting at which such amendments are to be voted on.

(b) Fiscal Year: The SHPIC fiscal year shall be from January 1^st to December 31^st of each year.

CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify:

That I am the duly elected, qualified and acting secretary of Summer Home Park Improvement Club, Inc., a California Corporation, and that the foregoing By-Laws of said corporation as revised and amended at a special meeting of the members thereof held on May 25, 2002.